<PAGE>

                                                                   EXHIBIT 10.18

       DATE OF LEASE EXECUTION: _________________________________ ,2000
                         (To be Completed by Landlord)

                                   ARTICLE I
                                REFERENCE DATA

1.1   SUBJECTS REFERRED TO: Each reference in this Lease to any of the following
      subjects shall be construed to incorporate the data stated for that
      subject in this Section 1.1:

LANDLORD:                          CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a
                                   Connecticut corporation, on behalf of its
                                   Separate Account R

MANAGING AGENT:                    MEREDITH & GREW, INC.

LANDLORD'S & MANAGING
AGENT'S ADDRESS:                   Meredith & Grew, Inc.
                                   160 Federal Street
                                   Boston, Massachusetts 02110-1701

LANDLORD'S REPRESENTATIVE:         David L. Pergola

TENANT:                            DOCENT, INC., a Delaware corporation

TENANT'S ADDRESS:
(For Notice and Billing)           Docent, Inc.
                                   2444 Charleston Road
                                   Mountain View, CA 94043-1622
                                   Attention: CFO and Vice President of HR

TENANT'S REPRESENTATIVE:           Michael Bickford

BUILDING ADDRESS:                  25 Burlington Mall Road
                                   Burlington, Massachusetts 01803

RENTABLE FLOOR AREA OF
TENANT'S SPACE:                    7,403 Square Feet (r.s.f.) approximately

TOTAL RENTABLE FLOOR AREA
OF THE BUILDING:                   277,647 Square Feet (r.s.f.) approximately
<PAGE>

SCHEDULED TERM
COMMENCEMENT DATE:                February 10, 2000

TERM EXPIRATION DATE:             January 31, 2005

ANNUAL BASE RENT:                 $28.15 Per Rentable Square Foot (p.r.s.f.)

OPERATING EXPENSE BASE YEAR:      Operating Costs incurred in calendar year 2000

REAL ESTATE TAX BASE YEAR:        Real estate taxes incurred in fiscal year
                                  ending June 30, 2000

ANNUAL-ESTIMATED ELECTRICAL
COST TO TENANTS SPACE
(included in Annual Rent):        $7,403 : $1.00 (p.r.s.f.)

ANNUAL RENT:                      $215,797.45

SECURITY DEPOSIT:                 $35,966.24

PERMITTED USES:                   General Office Uses

COMPREHENSIVE GENERAL
LIABILITY INSURANCE
BODILY INJURY:                    $2,000,000
PROPERTY DAMAGE:                  $1,000,000

BROKER:                           Meredith & Grew Incorporated

                                       2
<PAGE>

1.2 EXHIBITS

      The Exhibits listed below in this section are incorporated in this Lease
      by reference and are to be construed as part of this Lease:

      Exhibit A - Plan showing Tenant's Space.
      Exhibit B - Landlord's Services.
      Exhibit C - Rules and Regulations.
      Exhibit D - ERISA Parties in Interest List Separate Account R

                                       3
<PAGE>

     TABLE OF CONTENTS
     -----------------

<TABLE>
<S>                                                               <C>
ARTICLE II
     PREMISES AND TERM                                             7
     2.1    PREMISES                                               7
     2.2    TERM                                                   7
     2.3    OPTION TO EXTEND                                       8

ARTICLE III
     DELIVERY OF PREMISES; CONSTRUCTION                            9
     3.1    DELIVERY OF PREMISES                                   9
     3.2    PREPARATION OF PREMISES FOR OCCUPANCY                 10
     3.3    GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION         10
     3.4    REPRESENTATIVES                                       11

ARTICLE IV
     RENT                                                         11
     4.1    RENT                                                  11
     4.2    OPERATING COSTS: ESCALATION                           11
     4.3    ESTIMATED ESCALATION PAYMENTS                         14
     4.4    CHANGE OF FISCAL YEAR                                 14
     4.5    PAYMENTS                                              14

ARTICLE V
     LANDLORD'S COVENANTS                                         15
     5.1    LANDLORD'S COVENANTS DURING THE TERM                  15
            5.1.1 Building Services                               15
            5.1.2 Additional Building Services                    15
            5.1.3 Repairs                                         15
            5.1.4 Quiet Enjoyment                                 15
            5.1.5 Food Service                                    15
     5.2    INTERRUPTIONS.                                        16

ARTICLE VI
     TENANT'S COVENANTS                                           17
     6.1    TENANT'S COVENANTS DURING THE TERM                    17
            6.1.1 Tenant's Payments                               17
            6.1.2 Repairs and Yielding Up                         18
            6.1.3 Occupancy and Use                               18
            6.1.4 Rules and Regulations                           18
            6.1.5 Safety Appliances                               19
            6.1.6 Assignment and Subletting                       19
            6.1.7 Indemnity                                       20
            6.1.8 Tenant's Liability Insurance                    20
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                               <C>
            6.1.9  Tenant's Worker's Compensation Insurance       21
            6.1.10 Landlord's Right of Entry                      21
            6.1.11 Loading                                        21
            6.1.12 Landlord's Costs                               21
            6.1.13 Tenant's Property                              21
            6.1.14 Labor or Materialmen's Liens                   22
            6.1.15 Changes or Additions                           22
            6.1.16 Holdover                                       22

ARTICLE VII
     CASUALTY AND TAKING                                          22
     7.1    CASUALTY AND TAKING                                   22
     7.2    RESERVATION OF AWARD                                  23

ARTICLE VIII
     RIGHTS OF MORTGAGEE                                          23
     8.1    PRIORITY OF LEASE                                     23
     8.2    MORTGAGEE PROTECTION CLAUSE                           24
     8.3    NO PREPAYMENT OR MODIFICATION, ETC.                   24
     8.4    NO RELEASE OR TERMINATION                             24
     8.5    CONTINUING OFFER                                      25

ARTICLE IX
     DEFAULT                                                      25
     9.1    EVENTS OF DEFAULT                                     25
     9.2    OBLIGATIONS AFTER TERMINATION                         26

ARTICLE X
     MISCELLANEOUS                                                28
     10.1   NOTICE OF LEASE                                       28
     10.2   (INTENTIONALLY OMITTED)                               28
     10.3   NOTICES FROM ONE PARTY TO THE OTHER                   28
     10.4   BIND AND INURE                                        28
     10.5   NO SURRENDER                                          29
     10.6   NO WAIVER, ETC.                                       29
     10.7   NO ACCORD AND SATISFACTION                            29
     10.8   CUMULATIVE REMEDIES                                   30
     10.9   LANDLORD'S RIGHT TO CURE                              36
     10.10  ESTOPPEL CERTIFICATE.                                 30
     10.11  WAIVER OF SUBROGATION                                 31
     10.12  ACTS OF GOD                                           31
     10.13  BROKERAGE                                             31
     10.14  SUBMISSION NOT AN OFFER                               31
     10.15  APPLICABLE LAW AND CONSTRUCTION                       32
     10.16  TENANT CONDENSER WATER SYSTEM CHARGES                 32
     10.17  ERISA MATTERS.                                        33
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                                               <C>
ARTICLE XI
     SECURITY DEPOSIT                                             33
</TABLE>

                                       6
<PAGE>

                                  ARTICLE II
                               PREMISES AND TERM

2.1   PREMISES.

      Subject to and with the benefit of the provisions of this Lease (the
"Lot"), Landlord hereby leases to Tenant, and Tenant leases from Landlord,
Tenant's Space in the Building, excluding exterior faces of exterior walls, the
common facilities area and building service fixtures and equipment serving
exclusively or in common other parts of the Building. Tenant's Space, with such
exclusions, is hereinafter referred to as the "Premises".

      Tenant shall have, as appurtenant to the Premises, the right to use in
common with others entitled thereto: (a) the common facilities included in the
Building or on the Lot, including the parking facility, on a first-come, first-
served basis, to the extent and in the location from time to time designated by
Landlord, and (b) the building service fixtures and equipment serving the
Premises.

      Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use, (a) to install, repair, replace, use, maintain
and relocate for service to the Premises and to other parts of the Building or
either, building service fixtures and equipment wherever located in the Building
and (b) to alter or relocate any common facilities, it being understood that if
any parking spaces are provided, the same may be relocated on or off the Lot
from time to time by Landlord, provided that in all events substitutions are
substantially equivalent.

2.2   TERM.

      To have and to hold for a period (the "Term") commencing on the earlier of
(a) the Scheduled Term Commencement Date, or (b) the date on which Tenant
occupies all or any part of the Premises for the conduct of its business
(whichever of said dates is appropriate being hereafter referred to as the
"Commencement Date"), and continuing until the Term Expiration Date, unless
sooner terminated as provided in Section 3.2 or 7.1 or in Article IX. Landlord
and Tenant will execute, upon request of either, a certificate acknowledging the
Commencement Date of this Lease once such commencement date has occurred.

                                       7
<PAGE>

2.3   OPTION TO EXTEND.

      Tenant shall have the right and option to extend the Term for one
additional period of five (5) years (the "Extension Term") commencing upon the
Term Expiration Date set forth in Section 1.1 of the Lease, provided that Tenant
shall give Landlord notice of Tenant's exercise of such option at least six (6)
months prior to the Term Expiration Date and provided further that no event of
default by Tenant exists hereunder, and no condition exists which with the
giving of notice or the passage of time, or both, would constitute an event of
default hereunder, at the time of giving such notice. If an event of default by
Tenant exists hereunder, or a condition exists which with the giving of notice
or the passage of time, or both, would constitute an event of default hereunder,
at the time of the commencement of the Extension Term, at Landlord's option,
exercisable by notice to Tenant, the exercise of Tenant's option to extend the
Term shall be null and void and of no further force and effect. Prior to the
exercise by Tenant of such option, the expression "Term" shall mean the Term
until the Term Expiration Date set forth in Section 1.1 of the Lease, and after
the exercise by Tenant of such option, the expression "Term" shall mean the Term
as it has been extended by the Extension Term. Except as expressly otherwise
provided in the following paragraph and except for this Section 2.3, all the
terms, covenants, conditions, provisions and agreements in the Lease contained
shall be applicable to the Extension Term. If Tenant shall give notice of its
exercise of said option to extend in the manner and within the time period
provided aforesaid, the Term shall be extended upon the giving of such notice
without the requirement of any further action on the part of either Landlord or
Tenant. If Tenant shall fail to give timely notice of the exercise of any such
option as aforesaid, Tenant shall have no right to extend the Term of this
Lease, time being of the essence of the foregoing provisions.

      The Annual Rent payable during the Extension Term shall be equal to the
Fair Market Rent for the Premises, as determined below, as of the commencement
of the Extension Term. If for any reason the Annual Rent payable during the
Extension Term has not been determined as of the commencement of the Extension
Term, Tenant shall pay the Annual Rent payable during the Original Term,
together with any applicable adjustment in the Annual Estimated Electrical Cost
to Tenant's Space, until the Annual Rent for the Extension Term is determined,
at which time, an appropriate adjustment, if any, shall be made.

      For purposes here, the Fair Market Rent shall mean the fair rent for the
Premises as of the commencement of the Extension Term under market conditions
then existing. Fair Market Rent shall be determined by agreement between
Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the
Fair Market Rent at least six (6) months prior to the date upon which the Fair
Market Rent is to take effect, then the Fair Market Rent shall be determined by
appraisal. made as hereinafter provided by a board of three reputable
independent commercial real estate consultants, appraisers, or brokers, each of
whom shall have at least ten years of experience in the suburban Rte. 128 Boston
office rental market and each of whom is hereinafter referred to as "appraiser".
Tenant and Landlord shall each appoint one such appraiser and the two appraisers
so appointed shall appoint the third appraiser. The cost and expenses of each
appraiser appointed separately by Tenant and Landlord shall be borne by the
party who appointed the appraiser. The cost and expenses of the third appraiser
shall be shared equally by Tenant and Landlord. Landlord and Tenant shall
appoint their respective appraisers at lease five (5) months prior to
commencement of the period for which Fair Market Rent is to be determined and
shall designate

                                       8
<PAGE>

the appraisers so appointed by notice to the other party. The two appraisers so
appointed and designated shall appoint the third appraiser at least four (4)
months prior to the commencement of such period and shall designate such
appraisers by notice to Landlord and Tenant. The board of three appraisers shall
determine the Fair Market Rent of the space in question as of the commencement
of the period to which the Fair Market Rent shall apply and shall notify
Landlord and Tenant of their determinations at least sixty (60) days prior to
the commencement of such period. If the determinations of the Fair Market Rent
of any two or all three appraisers shall be identical in amount, said amount
shall be deemed to be the Fair Market Rent of the subject space. If the
determinations of all three appraisers shall be different in the amount, the
average of the two values nearest in amount shall be deemed the Fair Market
Rent. The Fair Market Rent of the subject space determined in accordance with
the foregoing shall be conclusive on Landlord and Tenant.

                                  ARTICLE III
                      DELIVERY OF PREMISES; CONSTRUCTION

3.1   DELIVERY OF PREMISES.

      Tenant acknowledges that Tenant has had an opportunity to inspect the
Premises. Except as hereinafter provided, the Premises, shall be delivered to
and accepted by Tenant, in its present condition As Is, Where Is, with all
faults and without representation, warranty or guaranty of any kind by Landlord
to Tenant, except that Landlord represents and warrants to Tenant that base
Building systems are currently in good operating condition and repair,
Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall,
at Landlord's sole cost, steam clean the carpeting located in the Premises and
install a Building standard entryway door to the Premises in a location to be
mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises
shall be deemed ready for occupancy upon substantial completion of Landlord's
Work as reasonably determined by Landlord; provided, however, that if Landlord
is delayed in completing Landlord's Work as a result of the action or inaction
of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled
Term Commencement Date.

      Landlord will not approve any construction, alterations, or additions
requiring unusual expense to readapt the Premises to normal office use on lease
termination or increasing the cost of construction, insurance or taxes on the
Building or of Landlord's services called for by Section 5.1 unless Tenant first
gives assurances acceptable to Landlord that such readaptation will be made
prior to such termination without expense to Landlord and makes provisions
acceptable to Landlord for payment of such increased cost. Landlord will also
disapprove any alterations or additions requested by Tenant which will delay
completion of the Premises or the Building. All changes and additions shall be
part of the Building except such items as by writing at the time of approval the
parties agree either shall be removed by Tenant on termination of this Lease, or
shall be removed or left at Tenant's election.

                                       9
<PAGE>

3.2   PREPARATION OF PREMISES FOR OCCUPANCY.

      Landlord agrees to use reasonable efforts to complete Landlord's Work on
or before the Scheduled Term Commencement Date, which shall, however, be
extended for a period equal to that of any delays clue to governmental
regulations, unusual scarcity of or inability to obtain labor or materials,
labor difficulties, casualty or other causes beyond Landlord's reasonable
control.

      Landlord shall permit Tenant access for installing equipment and
furnishings in the Premises prior to the Term if it can be done without material
interference with completion of the Premises.

3.3   GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION.

      All construction work required or permitted by this Lease, whether by
Landlord or by Tenant, shall be done in a good and workmanlike manner and in
compliance with all applicable laws and all lawful ordinances, regulations and
orders of governmental authority and insurers of the Building. Either party may
inspect the work of the other at reasonable times and promptly shall give notice
of observed defects. Landlord's obligations under Section 3.1 shall be deemed to
have been performed when Tenant commenced to occupy any portion of the Premises
for the Permitted Uses except for items which are incomplete or do not conform
with the requirements of Section 3.1 and as to which Tenant shall in either case
have given written notice to Landlord prior to such commencement. If Tenant
shall not have commenced to occupy the Premises for the Permitted Uses within 30
days after they are deemed ready for occupancy as provided in Section 3.2 a
certificate of completion by a licensed architect or registered engineer shall
be conclusive evidence that Landlord has performed all such obligations except
for items stated in such certificate to be incomplete or not in conformity with
such requirements.

3.4   REPRESENTATIVES.

      Each party authorizes the other to rely in connection with their
respective rights and obligations under this Article III upon approval and other
actions on the party's behalf by Landlord's Representative in the case of
Landlord or Tenant's Representative in the case of Tenant or by any person
designated in substitution or addition by notice to the party relying.

                                  ARTICLE IV
                                     RENT

4.1   RENT.

      Tenant agrees to pay rent to Landlord without any offset or reduction
whatever (except as made in accordance with the express provisions of this
Lease), equal to 1/12th of the Annual Rent in equal installments in advance on
the first day of each calendar month included in the Term; and for any portion
of a calendar month at the beginning or end of the Term, at the proportionate
rate payable for such portion, in advance.

                                      10
<PAGE>

4.2   OPERATING COSTS: ESCALATION.

      Tenant's proportionate share of the Annual Estimated Operating Costs shall
be determined by multiplying Annual Estimated Operating Costs by a fraction, the
numerator of which is the Rentable Floor Area of Tenant's Space, and the
denominator of which is the Total Rentable Floor Area of the Building.

      With respect to the first year for Tenant's paying operating cost, or
fraction thereof, and any fiscal year or fraction thereof thereafter, Tenant
shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined
below), if any, on or before the thirtieth (30th) day following receipt by
Tenant of Landlord's Statement (as defined below). As soon as practicable after
the end of each fiscal year ending during the Term and after Lease termination,
Landlord shall render a statement ("Landlord's Statement") in reasonable detail
and according to usual accounting practices certified by Landlord and showing
for the preceding Fiscal Year or fraction thereof, as the case may be,
Landlord's Operating Costs,

      excluding the interest and amortization on mortgages for the Building and
Lot or leasehold interests therein and the cost of special services rendered to
tenants (including Tenant) for which a special charge is made,

      but including, without limitation: real estate taxes on the Building and
Lot; installments and interest on assessments for public betterments or public
improvements; expenses of any proceedings for abatement of taxes and assessments
with respect to any fiscal year or fraction of a fiscal year; premiums for
insurance; reasonable fees payable to third parties for financial audits of
Landlord's Operating Costs; compensation and all fringe benefits, worker's
compensation insurance premiums and payroll taxes paid by Landlord to, for or
with respect to all persons engaged in the operating, maintaining, or cleaning
of the Building and Lot; all utility charges not billed directly to tenants by
Landlord or the utility; payments to independent contractors under service
contracts for cleaning, operating, managing, maintaining and repairing the
Building and Lot (which payments may be to affiliates of Landlord provided the
same are at reasonable rates consistent with the type of occupancy and the
services rendered); rent paid by the managing agent or imputed cost equal to the
loss of rent by Landlord for making available to the managing agent space for a
Building office on the ground floor or above; if the Building shares common
areas or facilities with another building or buildings, the Buildings' pro rata
share (as reasonably determined by Landlord) of the cost of cleaning, operating,
managing (including the cost of the management office for such buildings and
facilities), maintaining and repairing such common areas and facilities; and all
other reasonable and necessary expenses paid in connection with the cleaning,
operating, managing, maintaining and repairing of the Building and Lot, or
either, and properly chargeable against income, it being agreed that if Landlord
installs a new or replacement capital item, the cost thereof as reasonably
amortized by Landlord, with interest at the average prime commercial rate in
effect from time to time at the three largest national banks in Boston,
Massachusetts on the unamortized amount, shall be included in Landlord's
Operating Costs. Landlord's Statement shall also show the average number of
square feet of the Building which were occupied for the preceding fiscal year or
fraction thereof.

      "Operating Cost Escalation" shall be equal to the difference, if any,
between:

                                      11
<PAGE>

      (a) the product of Landlord's (i) Operating Costs as indicated in
Landlord's Statement and (ii) a fraction, the numerator of which shall be the
Rentable Floor Area of Tenant's Space and the denominator of which shall be the
Total Rentable Floor Area of the Building and

      (b) the product of (i) the sum of (x) Landlord's Operating Costs for the
Operating Costs Base Year (other than real estate taxes) and (y) real estate
taxes for the Real Estate Tax Base Year and (ii) a fraction, the numerator of
which shall be the Rentable Floor Area of Tenant's Space and the denominator of
which shall be the Total Rentable Floor Area of the Building.

      In the event that the Building is less than 95% occupied, Landlord's
Operating costs shall be adjusted to reflect the costs which would be incurred
if the Building was 95% occupied. In case of special services which are not
rendered to all areas on a comparable basis, the proportion allocable to the
Premises shall he the same proportion which the Rentable Floor Area of Tenant's
Space bears to the total rentable floor area to which such service is so
rendered (such latter area to be determined in the same manner as the Total
Rentable Floor Area of the Building).

      The term "real estate taxes" as used above shall mean all taxes of every
kind and nature assessed by any government authority on the Lot, the Building
and improvements, or both, which the Landlord shall become obligated to pay
because of or in connection with the ownership, leasing and operation of the
Lot, the Building and improvements, or both, subject to the following: There
shall be excluded from such taxes all income taxes, excess profits taxes, excise
taxes, franchise taxes, and estate, succession, inheritance and transfer taxes,
provided, however, that if at any time during the Term the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property, there shall be assessed on
Landlord a capital levy or other tax on the gross rents received with respect to
the Lot, Building, and improvements, or both, or a federal, state, county,
municipal or other local income, franchise, excise or similar tax, assessment,
levy or charge (distinct from any now in effect) measured by or based, in whole
or in part, upon any such gross rents, then any and all of such taxes,
assessments, levies or charges, to the extent so measured or based, shall be
deemed to be included within the term "real estate taxes".

      Notwithstanding any other provision of this Section 4.2, if the Term
expires or is terminated as of a date other than the last day of a fiscal year,
then for such fraction of a fiscal year at the end of the Term, Tenant's last
payment to Landlord under this Section 4.2 shall be made on the basis of
Landlord's best estimate of the items otherwise includable in Landlord's
Statement and shall be made on or before the later of (a) 10 days after Landlord
delivers such estimate to Tenant or (b) the last day of the Term, with an
appropriate payment or refund to be made upon submission of Landlord's
Statement.

                                      12
<PAGE>

4.3   ESTIMATED ESCALATION PAYMENTS.

      If, with respect to any fiscal year or fraction thereof during the Term,
Landlord estimates that Tenant shall be obligated to pay Operating Cost
Escalation, then Tenant shall pay, as additional rent, on the first day of each
month of such fiscal year and each ensuing fiscal year thereafter, Estimated
Monthly Escalation Payments equal to 1/12th of the estimated Operating Cost
Escalation for the respective fiscal year, with an appropriate additional
payment or refund to be made within 30 days after Landlord's Statement is
delivered to Tenant. Landlord may adjust such Estimated Monthly Escalation
Payments from time to time and at any time during a fiscal year, and Tenant
shall pay, as additional rent, on the first day of each month following receipt
of Landlord's notice thereof, the adjusted Estimated Monthly Escalation Payment.

4.4   CHANGE OF FISCAL YEAR.

      Landlord shall have the right from time to time to change the periods of
accounting under Section 4.2 to any annual period other than a calendar year,
and upon any such change all items referred to in this Section 4.4 shall be
appropriately apportioned. In all Landlord's Statements rendered under this
Section 4.4, amounts for periods partially within and partially without the
accounting periods shall be appropriately apportioned, and any items which are
not determinable at the time of a Landlord's Statement shall be included therein
on the basis of Landlord's estimate, and with respect thereto Landlord shall
render promptly after determination a supplemental Landlord's Statement, and
appropriate adjustment shall be made according thereto. All Landlord's
Statements shall be prepared on an accrual basis of accounting.

4.5   PAYMENTS.

      All payments of Annual Rent and additional rent shall be made to Managing
Agent, or to such other person as Landlord may from time to time designate. If
any installment of Annual Rent or additional rent or on account of leasehold
improvements is paid more than 5 days after the due date thereof, at Landlord's
election, it shall bear interest at a rate equal to the average prime commercial
rate from time to time established by the three largest national banks in
Boston, Massachusetts plus 4% per annum from such due date, which interest shall
be immediately due and payable as further additional rent.

                                   ARTICLE V
                             LANDLORD'S COVENANTS

5.1   LANDLORD'S COVENANTS DURING THE TERM.

      Landlord covenants during the Term:

      5.1.1 Building Services - To furnish, through Landlord's employees or
independent contractors, the services listed in Exhibit C;

      5.1.2 Additional Building Services - To furnish, through Landlord's
employees or independent contractors, reasonable additional Building operation
services upon reasonable

                                      13
<PAGE>

advance request of Tenant at equitable rates from time to time established by
Landlord to be paid by Tenant;

      5.1.3 Repairs - Except as otherwise provided in Article VII, to make such
repairs to the roof, exterior walls, floor slabs, other structural components
and common facilities of the Building as may be necessary to keep them in
serviceable condition; and

      5.1.4 Quiet Enjoyment - That Landlord has the right to make this Lease and
that Tenant on paying the rent and performing its obligations hereunder, shall
peacefully and quietly have, hold and enjoy the Premises throughout the Term
without any manner of hindrance or molestation from Landlord or anyone claiming
under Landlord, subject however to all the terms and provisions hereof.

      5.1.5 Food Service - Landlord may provide, within the building, a food
service facility of a size, type, location and serving capacity as Landlord
shall deem suitable, in its sole discretion. In the event Landlord elects to
provide a food service facility, then the facility will service a luncheon meal
and, at Landlord's election, a breakfast meal or some other breakfast food and
beverage service, five days per week excluding weekends and holidays. All losses
incurred by Landlord in operating the food service facility during any fiscal
year (the "Food Service Losses") shall be added to the Landlord's Operating
Costs for the year in which such losses were incurred for the purpose of
calculating the Operating Costs Escalation pursuant to Section 4.2; provided,
however, that the amount of such food service losses added to Landlord's
Operating Costs in any one year shall not, except as otherwise set forth below,
exceed one percent of the sum of Annual Rent and additional rent from all
tenants in the building. All profits realized by the Landlord in operating the
food service facility during any fiscal year (the "Food Service Profits") shall
be credited against the Landlord's Operating Costs for such year. For the
purposes of this Section 5.1.5, the Food Service Profits or Losses for any year
shall be calculated by deducting from the gross receipts of the food service (as
hereinafter defined) all expenses of operation (as hereinafter defined). Gross
receipts of the food service as used herein are defined to mean the total amount
in dollars of the actual prices charged, in cash, for food and beverages served
at the facility, excluding sums collected for any sales tax or excise tax. The
Expense of Operation of the food service shall mean all expenses of operating
the food service facility, including without limitation, salaries, wages,
employment taxes and fringe benefits, food service administrative costs, food
costs, concessionaire's fees, operating costs, equipment maintenance and repair
costs, if any, plus an annual return to the Landlord upon its investment in
establishing the food service facility (including without limitation the cost of
furniture, equipment, furnishings, and related mechanical systems) equal to
fifteen percent (15%) of its said investment or $50,000, whichever is less.

      If during any six-month period, the mathematical average of the number of
luncheon meals served by the food service facility per day is fewer than 300, or
the Food Service Losses incurred by the Landlord in operating the food service
facility during such six-month period exceed 525,000, then the Landlord shall
have the right and option, in its sole discretion, to take any steps necessary
to reduce or eliminate the losses (including without limitation, modification or
termination of the food service), unless one hundred percent (100%) of the
tenants occupying the building agree that Landlord's Operating Costs hereunder
for the purpose of calculating the

                                      14
<PAGE>

Operating Expense Escalation shall include one hundred percent (100%) of the
food Service Losses, without limitation.

      The terms of this Section 5.1.5 shall not apply to any restaurant or other
food service facility which leases space in the Building as a tenant and is not
owned, operated or controlled by Landlord.

      Landlord reserves the right to approve any tenant's use of a food service
operator other than the Landlord's food service operator, if any. Such approval
will not be unreasonably withheld.

5.2   INTERRUPTIONS.

      Landlord shall not be liable to Tenant for any compensation or reduction
of rent by reason of inconvenience or annoyance, or for loss of business arising
from power losses or shortages, or from the necessity of Landlord's entering the
Premises for any of the purposes in this Lease authorized, or for repairing the
Premises or any portion of the Building or Lot, or for interruption or
termination (by reason of any cause reasonably beyond Landlord's control,
including without limitation, loss of any applicable license or governmental
approval), of the food service provided by Landlord pursuant to Section 5.1.5,
or for excessive losses pursuant to Section 5.1.5. In case Landlord is prevented
or delayed from making any repairs, alterations or Improvements, or furnishing
any service or performing any other covenant or duty to be performed on
Landlord's part, by reason of any cause reasonably beyond Landlord's control,
Landlord shall not be liable to Tenant therefor, nor except as expressly
otherwise provided in Article VII, shall Tenant be entitled to any abatement or
reduction of rent by reason thereof, nor shall the same give rise to a claim in
tenant's favor that such failure constitutes actual or constructive, total or
partial, eviction from the Premises. Landlord shall use reasonable efforts in
case of power losses or shortages, air pollution or contamination by hazardous
substances, to restore the services required to be provided under this Lease.
However Landlord agrees to use its best efforts to diligently remedy the
situation and minimize the disruption to Tenant's business.

      Landlord reserves the right to stop any service or utility system when
necessary by reason of accident or emergency or until necessary repairs have
been completed. Except in case of emergency repairs, Landlord will give Tenant
reasonable advance notice of any contemplated stoppage and will use reasonable
efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

      Landlord also reserves the right to institute such policies, programs and
measures as may be necessary, required or expedient for the conservation or
preservation of energy or energy services or as may be necessary or required to
comply with applicable codes, rules, regulations or standards.

                                  ARTICLE VI
                              TENANT'S COVENANTS

                                      15
<PAGE>

6.1   TENANT'S COVENANTS DURING THE TERM

      Tenant covenants during the Term and such further time as Tenant occupies
any part of the Premises:

      6.1.1 Tenant's Payments - To pay when due (a) all Annual Rent and
additional rent, (b) all taxes which may be imposed on Tenant's personal
property in the Premises (including, without limitation, Tenant's fixtures and
equipment) regardless to whomever assessed, (c) all charges by public utilities
for telephone and other utility services (including service inspections
therefor) rendered to the Premises not otherwise required hereunder to be
furnished by Landlord without charge and not consumed in connection with any
services required to be furnished by Landlord without charge, and (d) as
additional rent, all charges to Landlord for services rendered pursuant to
Section 5.1.2 hereof;

      6.1.2 Repairs and Yielding Up - Except as otherwise provided in Article
VII and Section 5.1.3, to keep the Premises in good order, repair and condition,
reasonable wear only excepted; and at the expiration or termination of this
Lease peaceably to yield up the Premises and all changes and additions therein
in such order, repair and condition, first removing all goods and effects of
Tenant and any items, the removal of which is required by agreement or specified
herein to be removed at Tenant's election and which Tenant elects to remove, and
repairing all damage caused by such removal and restoring the Premises and
leaving them clean and neat;

      6.1.3 Occupancy and Use - Continuously from the Commencement Date, to use
and occupy the Premises only for the Permitted Uses; not to injure or deface the
Premises, Building, or Lot; and not to permit in the Premises any use thereof
which is improper, offensive, contrary to law or ordinances, or liable to create
a nuisance or to invalidate or increase the premiums for any insurance on the
Building or its contents or liable to render necessary any alteration or
addition to the Building; not to dump, flush, or in any way introduce any
hazardous substances or any other toxic substances into the septic, sewage or
other waste disposal system serving the Premises, not to generate, store or
dispose of hazardous substances in or on the Premises or dispose of hazardous
substances from the Premises to any other location without the prior written
consent of Landlord and then only in compliance with the Resource Conservation
and Recovery Act of 1976, as amended, 42 U.S.C. (S) 6901 et seq., and all other
applicable laws, ordinances and regulations; to notify Landlord of any incident
which would require the filing of a notice under applicable federal, state, or
local law; not to store or dispose of hazardous substances on the Premises
without first submitting to Landlord a list of all such hazardous substances and
all permits required therefor and thereafter providing to Landlord on an annual
basis Tenant's certification that all such permits have been renewed with copies
of such renewed permits; and to comply with the orders and regulations of all
governmental authorities with respect to zoning, building, fire, health, and
other codes, regulations, ordinances or laws applicable to the Premises.
"Hazardous substances" as used in this paragraph shall mean "hazardous
substances" as defined in the Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended, 42 U.S.C. (S) 9601 and regulations
adopted pursuant to said Act.

      6.1.4 Rules and Regulations - To comply with the Rules and Regulations set
forth in Exhibit C and all other reasonable Rules and Regulations hereafter made
by Landlord, of which Tenant has been given notice, for the care and use of the
Building and Lot and their facilities and

                                      16
<PAGE>

approaches, it being understood that Landlord shall not be liable to Tenant for
the failure of other tenants of the Building to conform to such Rules and
Regulations;

      6.1.5 Safety Appliances - To keep the Premises equipped with all safety
appliances required by law or ordinance or any other regulation of any public
authority because of any use made by Tenant (other than those required to obtain
a certificate of occupancy to permit Tenant's initial occupancy of the Premises,
which shall be provided by Landlord) and to procure all licenses and permits so
required because of such use and, if requested by Landlord, to do any work so
required because of such use, it being understood that the foregoing provisions
shall not be construed to broaden in any way Tenant's Permitted Uses;

      6.1.6 Assignment and Subletting - Not without the prior written consent of
Landlord to assign this Lease, to make any sublease, or to permit occupancy of
the Premises or any part thereof by anyone other than Tenant, voluntarily or by
operation of law (it being understood that in no event shall Landlord consent to
any such assignment, sublease or occupancy if the same is on terms more
favorable to the successor occupant than to the then occupant); as additional
rent, to reimburse Landlord promptly for reasonable legal and other expenses
incurred by Landlord in connection with any request by Tenant for consent to
assignment or subletting; no assignment or subletting shall affect the
continuing primary liability of Tenant (which, following assignment, shall be
joint and several with the assignee); no consent to any of the foregoing in a
specific instance shall operate as a waiver in any subsequent instance.
Landlord's consent to any proposed assignment or subletting is required both as
to the terms and conditions thereof, and as to the creditworthiness of the
proposed assignee or subtenant and the consistency of the proposed assignee's or
subtenant's business with other uses and tenants in the Building. Landlord's
consent to assignment or subletting by Tenant shall not be unreasonably
withheld, provided that Tenant is not then in default under this Lease and such
assignee or subtenant pays therefor the greater of the Annual Rent and
additional rent then payable hereunder, or the then fair market rent for the
Premises; and provided further that Landlord shall not be deemed unreasonable
for withholding its consent to any assignment or subletting the arrangements for
which are to be made through any broker other than Landlord or its affiliates.
In the event that any assignee or subtenant pays to Tenant any amounts in excess
of the Annual Rent and additional rent then payable hereunder, or pro rata
portion thereof on a square footage basis for any portion of the Premises,
Tenant shall promptly pay 50% of said excess to Landlord as and when received by
Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by
Tenant in connection therewith. If Tenant requests Landlord's consent to assign
this Lease or sublet more than 25% of the Premises, Landlord shall have the
option, exercisable by written notice to Tenant given within 10 days after
receipt of such request, to terminate this Lease as of a date specified in such
notice which shall not be less than 30 or more than 60 days after the date of
such notice;

      If, at any time during the Term of this Lease, Tenant is:

      (i)   a corporation or a trust (whether or not having shares of beneficial
interest) and there shall occur any change in the identity of a majority of the
persons then having power to participate in the election or appointment of the
directors, trustees or other persons exercising like functions and managing the
affairs of Tenant; or

                                      17
<PAGE>

      (ii)   a partnership or association or otherwise not a natural person (and
is not a corporation or a trust) and there shall occur any change in the
identity of a majority of the persons who then are members of such partnership
or association or who comprise Tenant;

      Tenant shall so notify Landlord and Landlord may terminate this Lease by
notice to Tenant given within 90 days thereafter if, in Landlord's reasonable
judgement; the credit of Tenant is thereby impaired. This paragraph shall not
apply if the initial Tenant named herein is a corporation and the outstanding
voting stock thereof is listed on a recognized securities exchange.

      6.1.7  Indemnity - To defend, with counsel approved by Landlord, all
actions against Landlord, any partner, trustee, stockholder, officer, director,
employee or beneficiary of Landlord, holders of mortgages secured by the
Premises or the Building and Lot and any other party having an interest in the
Premises ("Indemnified Parties") with respect to, and to pay, protect, indemnify
and save harmless, to the extent permitted by law, all Indemnified Parties from
and against, any and all liabilities, losses, damages, costs, expenses
(including reasonable attorney's fees and expenses) causes of action, suits,
claims, demands or judgements of any nature arising from (i) injury to or death
or any person, or damage to or loss of property, on the Premises or connected
with the use, condition or occupancy of the Premises, unless caused by the
negligence of Landlord or its servants or agents, (ii) violation of this Lease,
or (iii) any act, fault, omission, or other misconduct of Tenant or its agents,
contractors, licensees, sublessees or invitees.

      6.1.8  Tenant's Liability Insurance - To maintain public liability
insurance on the Premises indemnifying Landlord and Tenant against all claims
and demands for (i) injury to or death of any person or damage to or loss or
property, on the Premises or connected with the use, condition or occupancy of
the Premises, unless caused by the negligence of Landlord or its servants or
agents, (ii) violation of this Lease, or (iii) any act, fault or omission, or
other misconduct of Tenant or its agents, contractors, licensees, sublessees or
invitees, in amounts which shall, at the beginning of the Term, be at least
equal to the limits set forth in Section 1.1, and from time to time during the
Term, shall be for such higher limits, if any, as are customarily carried in the
area in which the Premises are located on property similar to the Premises and
used for similar purposes, and shall be written on the "Occurrence Basis" and
include Host Liquor liability insurance, and to furnish Landlord with
certificates thereof;

      6.1.9  Tenant's Worker's Compensation Insurance - To keep all of Tenant's
employees working in the Premises covered by worker's compensation insurance in
statutory amounts and to furnish Landlord with certificates thereof;

      6.1.10 Landlord's Right of Entry - To permit Landlord and Landlord's
agents entry after reasonable prior oral or written notice (except that no
notice shall be required in the event of an emergency): to examine the Premises
at reasonable times and, if Landlord shall so elect, to make repairs or
replacements; to remove, at Tenant's expense, any changes, additions, signs,
curtains, blinds, shades, awnings, aerials, flagpoles, or the like not consented
to in writing; and to show the Premises to prospective tenants during the 6
months preceding expiration of the Term and to prospective purchasers and
mortgagees at all reasonable times;

                                      18
<PAGE>

      6.1.11 Loading - Not to place Tenant's Property, as defined in Section
6.1.13, upon the Premises so as to exceed a rate of 50 pounds of live load per
square foot and not to move any safe, vault or other heavy equipment in, about
or out of the Premises except in such manner and at such times as Landlord shall
in each instance approve; Tenant's business machines and mechanical equipment
which cause vibration or noise that may be transmitted to the Building structure
or to any other leased space in the Building shall be placed and maintained by
Tenant in settings of cork, rubber, spring, or other types of vibration
eliminators sufficient to eliminate such vibration or noise;

      6.1.12 Landlord's Costs - In case Landlord shall be made party to any
litigation commenced by or against Tenant or by or against any parties in
possession of the Premises or any part thereof claiming under Tenant, to pay, as
additional rent, all costs including, without implied limitation, reasonable
counsel fees incurred by or imposed upon Landlord in connection with such
litigation, and, as additional rent, also to pay all such costs and fees
incurred by Landlord in connection with the successful enforcement by Landlord
of any obligations of Tenant under this Lease;

      6.1.13 Tenant's Property - All the furnishings, fixtures, equipment,
effects and property of every kind, nature and description of Tenant and of all
persons claiming by, through or under Tenant which, during the continuance of
this Lease or any occupancy of the Premises by Tenant or anyone claiming under
Tenant, may be on the Premises or elsewhere in the Building or on the Lot shall
be at the sole risk and hazard of Tenant, and if the whole or any part thereof
shall be destroyed or damaged by fire, water or otherwise, or by the leakage or
bursting of water pipes, steam pipes, or other pipes, by theft, or from any
other cause, no part of said loss or damage is to be charged to or to be borne
by Landlord unless due to the gross negligence of Landlord;

      6.1.14 Labor or Materialmen's Liens - To pay promptly when due the entire
cost of any work done on the Premises by Tenant, its agents, employees, or
independent contractors; not to cause or permit any liens for labor or materials
performed or furnished in connection therewith to attach to the Premises; and
immediately to discharge any such liens which may so attach;

      6.1.15 Changes or Additions - Not to make any changes or additions to the
Premises without Landlord's prior written consent, provided that Tenant shall
reimburse Landlord for all costs incurred by Landlord in reviewing Tenant's
proposed changes or additions, and provided further that, in order to protect
the functional integrity of the Building, all such changes and additions shall
be performed by contractors selected from a list of approved contractors
prepared by Landlord from time to time. Notwithstanding the foregoing,
Landlord's consent shall not be unreasonably withheld or delayed if the cost of
the proposed changes or additions are less than $10,000 in the aggregate in any
12-month period, provided such changes or additions do not affect structural
components of the Building, the exterior of the Building, or common Building
systems;

      6.1.16 Holdover - To pay to Landlord 150% of the total of the Annual Rent
and additional rent then applicable for each month or portion thereof Tenant
shall retain possession of the Premises or any part thereof without Landlord's
permission after the termination of this Lease, whether by lapse of time or
otherwise, and also to pay all damages sustained by Landlord on account thereof;
the

                                       19
<PAGE>

provisions of this subsection shall not operate as a waiver by Landlord of the
right of re-entry provided in this Lease.

                                  ARTICLE VII
                              CASUALTY AND TAKING

7.1   CASUALTY AND TAKING.

      In case during the Term all or any substantial part of the Premises,
Building, or Lot or any one or more of them, are damaged materially by fire or
any other cause, or by action of the public or other authority in consequence
thereof or are taken by eminent domain or Landlord receives compensable damage
by reason of anything lawfully done in pursuance of public or other authority,
this Lease shall terminate at Landlord's election, which may be made,
notwithstanding Landlord's entire interest may have been divested, by notice to
Tenant within 30 days after the occurrence of the event giving rise to the
election to terminate, which notice shall specify the effective date of
termination which shall be not less than 30 nor more than 60 days after the date
of notice of such termination. If in any such case the Premises are rendered
unfit for use and occupation and the Lease is not terminated, Landlord shall use
due diligence to put the Premises, or, in case of a taking, what may remain
thereof (excluding any items installed or paid for by Tenant which Tenant may be
required or permitted to remove) into proper condition for use and occupation to
the extent permitted by the net award of insurance or damages available to
Landlord, and a just proportion of the Annual Rent and additional rent according
to the nature and extent of the injury shall be abated until the Premises or
such remainder shall have been put by Landlord in such condition; and in case of
a taking which permanently reduces the area of the Premises, a just proportion
of the Annual Rent and additional rent shall be abated for the remainder of the
Term and an appropriate adjustment shall be made to the Annual Estimated
Operating Expenses.

7.2   RESERVATION OF AWARD.

      Landlord reserves to itself any and all rights to receive awards made for
damages to the Premises, Building or Lot and the leasehold hereby created, or
any one or more of them, accruing by reason of exercise of eminent domain or by
reason of anything lawfully done in pursuance of public or other authority.
Tenant hereby releases and assigns to Landlord all Tenant's rights to such
awards, and covenants to deliver such further assignments and assurances thereof
as Landlord may from time to time request, and hereby irrevocably designates and
appoints Landlord its attorney-in-fact to execute and deliver in Tenant's name
and behalf all such further assignments thereof. It is agreed and understood,
however, that Landlord does not reserve to itself, and Tenant does not assign to
Landlord, any damages payable for (i) movable trade fixtures installed by Tenant
or anybody claiming under Tenant, at its own expense or (ii) relocation expenses
recoverable by Tenant from such authority in a separate action.

                                 ARTICLE VIII
                              RIGHTS OF MORTGAGEE

8.1   PRIORITY OF LEASE.

                                       20
<PAGE>

      This Lease is and shall continue to be subject and subordinate to any
presently existing mortgage or deed of trust of record covering the Lot or
Building or both (the "mortgaged premises"). The holder of any such presently
existing mortgage or deed of trust shall have the election to subordinate the
same to the rights and interests of Tenant under this Lease exercisable by
filing with the appropriate recording office a notice of such election,
whereupon the Tenant's rights and interests hereunder shall have priority over
such mortgage or deed of trust. Notwithstanding the foregoing, Landlord
represents and warrants to Tenant that there is no existing mortgage or deed of
trust encumbering the mortgaged premises.

8.2   MORTGAGEE PROTECTION CLAUSE

      Tenant agrees to give any Mortgagees and/or Trust/Deed Holders by
Registered Mail, a copy of any Notice of Default served upon the Landlord,
provided that prior to such notice Tenant has been notified, in writing, (by way
of Notice of Assignment of Rents and Leases, or otherwise) of the address of
Such Mortgagees and/or Trust/Deed Holders. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in
the Lease; then the Mortgagees and/or Trust/Deed Holders shall have an
additional thirty (30) days within which to cure such default or if such default
cannot, be cured within that time, then such additional time as may be necessary
if within such thirty (30) days, any Mortgagee and/or Trust/Deed Holder has
commenced and is diligently pursuing the remedies necessary to cure such
default, (including but not limited to commencement of foreclosure proceedings,
if necessary to effect such cure) in which event this Lease shall not be
terminated while such remedies are being so diligently pursued.

8.3   NO PREPAYMENT OR MODIFICATION, ETC.

      Tenant shall not pay Annual Rent, additional rent, or any other charge
more than 10 days prior to the due date thereof. No prepayment of Annual Rent,
additional rent or other charge, no assignment of this Lease and no agreement to
modify so as to reduce the rent, change the Term, or otherwise materially change
the rights of the Landlord under this Lease, or to relieve Tenant of any
obligations or liability under this Lease, shall be valid unless consented to in
writing by Landlord's mortgagees of record, if any.

8.4   NO RELEASE OR TERMINATION.

      No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees of record, if any, specifying the act or failure to act on
the part of Landlord which could or would give basis to Tenant's rights and (ii)
such mortgagees, after receipt of such notice, have failed or refused to correct
or cure the condition complained of within a reasonable time thereafter, but
nothing contained in this Section 8.5 shall be deemed to impose any obligation
on any such mortgagee to correct or cure any such condition. "Reasonable time"
as used above means and includes a reasonable time to obtain possession of the
mortgaged premises, if the mortgagee elects to do so, and a reasonable time to
correct or cure the condition if such condition is determined to exist.

                                       21
<PAGE>

8.5   CONTINUING OFFER.

      The covenants and agreements contained in this Lease with respect to the
rights, powers and benefits of a mortgagee (particularly, without limitation
thereby, the covenants and agreements contained in this Article VIII) constitute
a continuing offer to any person, corporation or other entity, which by
accepting or requiring an assignment of this Lease or by entry or foreclosure
assumes the obligations herein set forth with respect to such mortgagee; such
mortgagee is hereby constituted a party to this Lease as an obligee hereunder to
the same extent as though its name were written hereon as such; and such
mortgagee shall be entitled to enforce such provisions in its own name. Tenant
agrees on request of Landlord to execute and deliver from time to time any
agreement which may reasonably be deemed necessary to implement the provisions
of this Article VIII.

                                  ARTICLE IX
                                    DEFAULT

9.1   EVENTS OF DEFAULT.

      If any default by Tenant continues, in case of Annual Rent, additional
rent, Tenant Improvement Reimbursement or any other monetary obligation to
Landlord for more than 10 days, or in any other case for more than 30 days after
notice and such additional time, if any, as is reasonably necessary to cure the
default if the default is of such a nature that it cannot reasonably be cured in
30 days and Tenant promptly commences and diligently pursues such cure to
completion; or if Tenant becomes insolvent, fails to pay its debts as they fall
due, files a petition under any chapter of the U. S. Bankruptcy Code, 11 U.S.C.
101 et seq., as it may be amended (or any similar petition under any insolvency
law of any jurisdiction), or if such petition is filed against Tenant; or if
Tenant proposes any dissolution, liquidation, composition, financial
reorganization or recapitalization with creditors, makes an assignment or trust
mortgage for benefit of creditors, or if a receiver, trustee, custodian or
similar agent is appointed or takes possession with respect to any property of
Tenant; or if the leasehold hereby created is taken on execution or other
process of law in any action against Tenant; then, and in any such case,
Landlord and the agents and servants of Landlord may, in addition to and not in
derogation of any remedies for any preceding breach of covenant, immediately or
at any time thereafter while such default continues and without further notice,
at Landlord's election, do any one or more of the following: (1) give Tenant
written notice stating that the Lease is terminated, effective upon the giving
of such notice or upon a date stated in such notice, as Landlord may elect, in
which event the Lease shall be irrevocably extinguished and terminated as stated
in such notice without any further action, or (2) with or without process of
law, in a lawful manner, enter and repossess the Premises as of Landlord's
former estate, and expel Tenant and those claiming through or under Tenant, and
remove its and their effects, without being guilty of trespass, in which event
the Lease shall be irrevocably extinguished and terminated at the time of such
entry, or (3) pursue any other rights or remedies permitted by law. Any such
termination of the Lease shall be without prejudice to any remedies which might
otherwise be used for arrears of rent or prior breach of covenant, and in the
event of such termination Tenant shall remain liable under this Lease as
hereinafter provided. Tenant hereby waives all statutory rights (including,
without limitation, rights of redemption, if any) to the extent such rights may
be lawfully waived, and

                                       22
<PAGE>

Landlord, with notice to Tenant, may store Tenant's effects and those of any
person claiming through or under Tenant at the expense and risk of Tenant and,
if Landlord so elects, may sell such effects at public auction or private sale
and apply the net proceeds to the payment of all sums due to Landlord from
tenant, if any, and pay over the balance, if any, to Tenant.

9.2   TENANT'S OBLIGATIONS AFTER TERMINATION

      In the event that this Lease is terminated under any of the provisions
contained in Section 9.1 or shall be otherwise terminated for breach of any
obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, the excess of the total rent reserved for the residue of the Term
over the rental value of the Premises for said residue of the Term. In
calculating the rent reserved, there shall be included, in addition to the
annual Rent and all additional rent, the value of all other consideration agreed
to be paid or performed by Tenant for said residue. Tenant further covenants as
an additional and cumulative obligation after any such ending to pay punctually
to Landlord all the sums and perform all the obligations which Tenant covenants
in this Lease to pay and to perform in the same manner and to the same extent
and at the same time as if this Lease had not been terminated. In calculating
the amounts to be paid by Tenant under the next foregoing covenant, Tenant shall
be credited with any amount paid to Landlord as compensation as provided in the
first sentence of this Section 9.2 and also with the net proceeds of any rents
obtained by Landlord by reletting the Premises, after deducting all Landlord's
expenses in connection with such reletting, including, without implied
limitation, all repossession costs, brokerage commissions, fees for legal
services and expenses of preparing the Premises for such reletting, it being
agreed by Tenant that Landlord may (i) relet the Premises or any part or parts
thereof for a term or terms which may at Landlord's option be equal to or less
than or exceed the period which would otherwise have constituted the balance of
the Term and may grant such concessions and free rent as Landlord in its sole
judgment considers advisable or necessary to relet the same and (ii) make such
alterations, repairs and decorations in the Premises as Landlord in its
reasonable judgement considers advisable or necessary to relet the same, and no
action of Landlord in accordance with the foregoing or failure to relet or to
collect rent under reletting Shall operate or be construed to release or reduce
Tenant's liability as aforesaid.

      So long as at least 12 months of the Term remain unexpired at the time of
such termination, in lieu of any other damages or indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section 9.2, Landlord may by written notice to Tenant, at any time after
this Lease is terminated under any of the provisions contained in Section 9.1,
or is otherwise terminated for breach of any obligation of Tenant and before
such full recovery, elect to recover, and Tenant shall thereupon pay, as
liquidated damages, an amount equal to the aggregate of the Annual Rent and
additional rent accrued under Article IV in the 12 months ended next prior to
such termination plus the amount of Annual Rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section 9.2 up to
the time of payment of such liquidated damages.

      Nothing contained in this Lease shall, however, limit or prejudice the
right of Landlord to prove and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be proved, whether or

                                       23
<PAGE>

not the amount be greater, equal to, to less than the amount of the loss or
damages referred to above.

                                   ARTICLE X
                                 MISCELLANEOUS

10.1  NOTICE OF LEASE.

      Upon request of either party, both parties shall execute and deliver,
after the Term begins, a short form of this Lease in form appropriate for
recording or registration, and if this Lease is terminated before the Term
expires, an instrument in such form acknowledging the date of termination.

10.2  (INTENTIONALLY OMITTED.)
"\12

10.3  NOTICES FROM ONE PARTY TO THE OTHER.

      All notices required or permitted hereunder shall be in writing and
addressed, if to the Tenant, at Tenant's Address or such other address as Tenant
shall have last designated by notice in writing to Landlord and, if to Landlord,
at Landlord's Address or such other address as Landlord shall have last
designated by notice in writing to the Tenant. Any notice shall have been deemed
duly given if mailed to such address postage prepaid, registered or certified
mail, return receipt requested, when deposited with the U.S. Postal Service, or
if delivered to such address by hand, when so delivered.

10.4  BIND AND INURE.

      The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Landlord named herein and
each successive owner of the Premises shall be liable only for the obligations
accruing during the period of its ownership. The obligations of Landlord shall
be binding upon the assets of Landlord which comprise the Premises but not upon
other assets of Landlord. No individual partner, trustee, stockholder, officer,
director, employee or beneficiary of Landlord shall be personally liable under
this Lease and Tenant shall look solely to Landlord's interest in the Premises
in pursuit of its remedies upon an event of default hereunder, and the general
assets of the individual partners, trustees, stockholders, officers, employees
or beneficiaries of Landlord shall not be subject to levy, execution or other
enforcement procedure for the satisfaction of the remedies of Tenant.

10.5  NO SURRENDER.

      The delivery of keys to any employee of Landlord or to Landlord's agent or
any employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.

10.6  NO WAIVER, ETC.

                                       24
<PAGE>

      The failure of Landlord or of Tenant to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this Lease
or, with respect to such failure of Landlord, any of the Rules and Regulations
referred to in Section 6.1.4, whether heretofore or hereafter adopted by
Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation, nor shall the failure of
Landlord to enforce any of said Rules and Regulations against any other tenant
in the Building be deemed a waiver of any such Rules or Regulations. The receipt
by Landlord of Annual Rent or additional rent with knowledge of the breach of
any covenant of this Lease shall not be deemed a waiver of such breach by
Landlord, unless such waiver be in writing and signed by Landlord. No consent or
waiver, express or implied, by Landlord or Tenant to or of any breach of any
agreement or duty shall be construed as a waiver or consent to or of any other
breach of the same or any other agreement or duty.

10.7  NO ACCORD AND SATISFACTION.

      No acceptance by Landlord of a lesser sum than the Annual Rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed as
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
pursue any other remedy in this Lease provided.

10.8  CUMULATIVE REMEDIES.

      The specific remedies to which Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which it may be lawfully entitled in case of any breach
or threatened breach by Tenant of any provisions of this Lease. In addition to
the other remedies provided in this Lease, Landlord shall be entitled to the
restraint by injunction of the violation or attempted or threatened violation of
any of the covenants, conditions or provisions of this Lease or to a decree
compelling specific performance of any such covenants, conditions or provisions.

10.9  LANDLORD'S RIGHT TO CURE.

      If Tenant shall at any time default in the performance of any obligation
under this Lease, Landlord shall have the right, but shall not be obligated,
after notice and the expiration of any applicable cure period (except that no
notice and no cure period shall be required in the event of an emergency), to
enter upon the Premises and to perform such obligation, notwithstanding the fact
that no specific provision for such substituted performance by Landlord is made
in this Lease with respect to such default. In performing such obligation,
Landlord may make any payment of money or perform any other act. All sums so
paid by Landlord (together with interest at the rate of 4% per annum in excess
of the then average prime commercial rate of interest being charged by the three
largest national banks in Boston, Massachusetts) and all necessary incidental
costs and expenses in connection with the performance of any such act by
Landlord, shall be deemed to be additional rent under this Lease and shall be
payable to

                                       25
<PAGE>

Landlord immediately on demand. Landlord may exercise the foregoing rights
without waiving any other of its rights or releasing Tenant from any of its
obligations under this Lease.

10.10 ESTOPPEL CERTIFICATE.

      Tenant agrees, from time to time, upon not less than 20 days' prior
written request by Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force
and effect; that Tenant has no defenses, offsets or counterclaims against its
obligations to pay the Annual Rent and additional rent and to perform its other
covenants under this Lease; that there are no uncured defaults of Landlord or
Tenant under this Lease (or, if there have been modifications, that this Lease
is in full force and effect as modified and stating the modifications, and, if
there are any defenses, offsets, counterclaims, or defaults, setting them forth
in reasonable detail); and the dates to which the Annual Rent, additional rent
and other charges have been paid. Any such statement delivered pursuant to this
Section 10.10 shall be in a form reasonably acceptable to and may be relied upon
by any prospective purchaser or mortgagee of the premises which include the
Premises or any prospective assignee of any such mortgagee.

10.11 WAIVER OF SUBROGATION.

      Any insurance carried by either party with respect to the Premises and
property therein or occurrences thereon shall include a clause or endorsement
denying to the insurer rights of subrogation against the other party to the
extent rights have been waived by the insured prior to occurrences of injury or
loss. Each party, notwithstanding any provisions of this Lease to the contrary,
hereby waives any rights of recovery against the other for injury or loss due to
hazards covered by insurance containing such clause or endorsement to the extent
of the indemnification received thereunder.

10.12 ACTS OF GOD.

      In any case where either party hereto is required to do any act, delays
caused by or resulting from Acts of God, war, civil commotion, fire, flood or
other casualty, labor difficulties, shortages of labor, materials or equipment,
government regulations, unusually severe weather, or other causes beyond such
party's reasonable control shall not be counted in determining the time during
which work shall be completed, whether such time be designated by a fixed date,
a fixed time or a "reasonable time", and such time shall be deemed to be
extended by the period of such delay.

10.13 BROKERAGE.

      Tenant represents and warrants that it has dealt with no broker in
connection with this transaction other than those listed in Article l, Section
I. I and agrees to defend, with counsel approved by Landlord, indemnify and save
Landlord harmless from and against any and all cost, expense or liability for
any compensation, commissions or charges claimed by a broker or agent, other
than those listed in Article 1, Section 1.1 with respect to Tenant's dealings in
connection with this Lease.

                                       26
<PAGE>

10.14 SUBMISSION NOT AN OFFER.

      The submission of a draft of this Lease or a summary of some or all of its
provisions does not constitute an offer to lease or demise the Premises, it
being understood and agreed that neither Landlord nor Tenant shall be legally
bound with respect to the leasing of the Premises unless and until this Lease
has been executed by both Landlord and Tenant and a fully executed copy has been
delivered to each of them.

10.15 APPLICABLE LAW AND CONSTRUCTION.

      This Lease shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts. If any term, covenant, condition or
provision of this Lease or the application thereof to any person or
circumstances shall be declared invalid or unenforceable by the final ruling of
a court of competent jurisdiction having final review, the remaining terms,
covenants, conditions and provisions of this Lease and their application to
persons or circumstances shall not be affected thereby and shall continue to be
enforced and recognized as valid agreements of the parties, and in the place of
such invalid or unenforceable provision, there shall be substituted a like, but
valid and enforceable provision which comports to the findings of the aforesaid
court and most nearly accomplishes the original intention of the parties.

      There are no oral or written agreements between Landlord and Tenant
affecting this Lease. This Lease may be amended, and the provisions hereof may
be waived or modified, only by instruments in writing executed by Landlord and
Tenant.

      The titles of the several Articles and Sections contained herein are for
convenience only and shall not be considered in construing this Lease.

      Unless repugnant to the context, the words "Landlord" and "Tenant"
appearing in this Lease shall be construed to mean those named above and their
respective heirs, executors, administrators, successors and assigns, and those
claiming through or under them respectively. If there be more than one Tenant,
the obligations imposed by this Lease upon Tenant shall be joint and several.

10.16 TENANT CONDENSER WATER SYSTEM CHARGES.

      The Building is equipped with a separate tenant condenser water system to
accommodate the special HVAC requirements of tenants.

      The initial charge for tying into the tenant condenser water system, (the
"hook-up) charge") shall be equal to $1,000 per ton of capacity connected,
payable within 30 days of Landlord's notice that the hook-up has been performed.

      The annual operating charge for using the tenant condenser water system
(the "Annual Cooling Operating Charge") shall be equal to $365 per ton of
capacity connected and is payable as additional rent to Landlord, in equal
monthly installments in accordance with Article IV of the Lease. The Annual
Cooling Operating Charge shall be subject to escalation for any increases in

                                       27
<PAGE>

energy, maintenance and/or labor costs incurred by Landlord with respect to the
operation and maintenance of such system.

      In the event that Tenant disconnects from the tenant condenser water
system, the costs associated therewith shall be borne by Tenant.

      Landlord reserves the right to refuse access to the tenant condenser water
system in its reasonable judgement based on the capacity of such system that is
available and/or the amount of capacity that tenant requires.

10.17 ERISA MATTERS.

      It is understood that Landlord is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended and in effect from
time to time ("ERISA") and as a result may be prohibited by law from engaging in
certain transactions. Tenant represents and warrants to the best of its
knowledge after due inquiry that neither Tenant nor its "affiliates" (as defined
in Part V (c) of Prohibited Transaction Exemption 84-14, issued March 12, 1984)
has, or within the immediately preceding one year has exercised the authority to
appoint or terminate CIGNA Investments, Inc. or its affiliates as an asset
manager with respect to the assets of any plan identified on Exhibit D attached
hereto.

                                  ARTICLE XI
                               SECURITY DEPOSIT

      Landlord acknowledges receipt from Tenant of the Security Deposit, to be
held by Landlord, as security, without interest, for and during the Term, which
deposit shall be returned to Tenant at the termination of this Lease, provided
there exists no breach of any undertaking of Tenant. If all or any part of the
Security Deposit is applied to an obligation of Tenant hereunder, Tenant shall
immediately upon request by Landlord restore the Security Deposit to its
original amount. Tenant shall not have the right to call upon Landlord to apply
all or any part of the Security Deposit to cure any default or fulfill any
obligation of Tenant, but such use shall be solely in the discretion of
Landlord. Upon any conveyance by Landlord of its interest under this Lease, the
Security Deposit may be delivered by Landlord to Landlord's grantee or
transferee. Upon any such delivery, Tenant hereby releases Landlord herein named
of any and all liability with respect to the Security Deposit, its application
and return, and Tenant agrees to look solely to such grantee or transferee. It
is further understood that this provision shall also apply to subsequent
grantees and transferees.

      EXECUTED as a sealed instrument in three or more counterparts on the day
and year first written above.

                                       28
<PAGE>

                                    LANDLORD:

                                    CONNECTICUT GENERAL LIFE INSURANCE
                                    COMPANY, on behalf of its Separate Account R

                                    By:  CIGNA Investments, Inc.


                                         By: /s/ Julia B. Bazenas
                                            ------------------------------------
                                         Name:   Julia B. Bazenas
                                         Title:  Managing Director

                                    TENANT:

                                    DOCENT, INC.


                                         By: /s/ Dave Ellett
                                            ------------------------------------
                                         Name:   Dave Ellett
                                         Title:  President

                                       29
<PAGE>

                                   EXHIBIT A

                          Plan Showing Tenant's Space

                                       30
<PAGE>

                           [FLOOR PLAN APPEARS HERE]
<PAGE>

                                   EXHIBIT B
                              LANDLORD'S SERVICES

I.    CLEANING
      A.    General
            1.    All cleaning work will be performed between 8 a.m. and 12
                  midnight, Monday through Friday, unless otherwise necessary
                  for stripping, waxing, etc.
            2.    Abnormal waste removal (e.g., computer installation paper,
                  bulk packaging, wood or cardboard crates, refuse from
                  cafeteria operation, etc.) shall be Tenant's responsibility.
      B.    "Daily Operations (5 times per week)
            1.    Tenant Areas
                  a.    Empty and clean all waste receptacles; wash receptacles
                        as necessary.
                  b.    Vacuum all rugs and carpeted areas.
                  c.    Empty, damp-wipe and dry all ashtrays.
            2.    Lavatories
                  a.    Sweep and wash floors with disinfectant.
                  b.    Wash both sides of toilet seats with disinfectant.
                  c.    Wash all mirrors, basins, bowls, urinals.
                  d.    Spot clean toilet partitions.
                  e.    Empty and disinfect sanitary napkin disposal
                        receptacles.
                  f.    Refill toilet tissue, towel, soap, and sanitary napkin
                        dispensers.
            3.    Public Areas
                  a.    Wipe down entrance doors and clean glass (interior
                        and exterior).
                  b.    Vacuum elevator carpets and wipe down doors and walls.
                  c.    Clean water coolers.
      C.    Operations as Needed (but not less than every other day)
            1.    Tenant Areas, Lavatories, Public Areas
                  a.    Buff all resilient floor areas.
      D.    Weekly Operations
            1.    Tenant Areas, Lavatories, Public Areas
                   a.   Hand-dust and wipe clean all horizontal surfaces with
                        treated cloths to include furniture, office equipment,
                        window sills, door ledges, chair rails, baseboards,
                        convector tops, etc., within normal reach.
                   b.   Remove finger marks from private entrance doors, light
                        switches, and doorways.
                   c.   Sweep all stairways.
      E.    Monthly Operations
            1.    Tenant and Public Areas
                   a.   Thoroughly vacuum seat cushions on chairs, sofas, etc.
                   b.   Vacuum and dust grillwork.
            2.     Lavatories
                   a.   Wash down interior walls and toilet partitions.

                                      31
<PAGE>

      F.    As Required and Weather Permitting
            1.    Entire Building
                  a.    Clean inside of all windows.
                  b.    Clean outside of all windows.

      G.    Yearly
            1.    Tenant and Public Areas
                  a.    Strip and wax all resilient tile floor areas.

II.   HEATING, VENTILATING, AND AIR CONDITIONING
            1.    Heating, ventilating, and air conditioning as required to
                  provide reasonably comfortable temperatures for normal
                  business day occupancy (excepting holidays); Monday through
                  Friday from 8:00 a.m. to 5:00 p.m. and Saturday from 8:00 a.m.
                  to 1:00 p.m.
            2.    Maintenance of any additional or special air conditioning
                  equipment and the associated operating cost will be at
                  Tenant's expense.

III.  WATER
      Hot water for lavatory purposes and cold water for drinking, lavatory and
      toilet purposes.

IV.   ELEVATORS (if Building is Elevatored)
      Elevators for the use of all tenants and the general public for access to
      and from all floors of the Building. Programming of elevators (including,
      but not limited to, service elevators) shall be as Landlord from time to
      time determines best for the Building as a whole.

V.    RELAMPING OF LIGHT FIXTURES
      Tenant will reimburse Landlord for the cost of lamps, ballasts and
      starters and the cost of replacing same within the Premises.

VI.   CAFETERIA AND VENDING INSTALLATIONS
      A.    Any space to be used primarily for lunchroom or cafeteria operation
            shall be Tenant's responsibility to keep clean and sanitary, it
            being understood that Landlord's approval of such use must be first
            obtained in writing.
      B.    Vending machines or refreshment service installations by Tenant must
            approved by Landlord in writing and shall be restricted in use to
            employees and business callers. All cleaning necessitated by such
            installations shall be at Tenant's expense.

VII.  ELECTRICITY

      A.    Landlord, at Landlord's expense, shall furnish electrical energy
            required for lighting, electrical facilities, equipment, machinery,
            fixtures, and appliances used in or for the benefit of Tenant's
            Space, in accordance with the provisions of the Lease of which this
            Exhibit is part.

      B.    Tenant shall not, without prior written notice to Landlord in each
            instance, connect to the Building electric distribution system any
            fixtures, appliances or equipment other than normal office machines
            or any fixtures, appliances or

                                      32
<PAGE>

            equipment which Tenant on a regular basis operates beyond normal
            building operating hours. In the event of any such connection.
            Tenant agrees to an increase in the ANNUAL ESTIMATED ELECTRICAL COST
            TO TENANT'S SPACE and a corresponding increase in Annual Rent by an
            amount which will reflect the cost to Landlord of the additional
            electrical service to be furnished by Landlord, such increase to be
            effective as of the date of any such installation. If Landlord and
            Tenant cannot agree thereon, such amount shall be conclusively
            determined by a reputable independent electrical engineer or
            consulting firm to be selected by Landlord and paid equally by both
            parties, and the cost to Landlord will be included in Landlord's
            Operating Costs provided in Section 4.2 hereof.
      C.    Tenant's use of electrical energy in Tenant's Space shall not at any
            time exceed the capacity of any of the electrical conductors or
            equipment in or otherwise serving Tenant's Space. In order to insure
            that such capacity is not exceeded and to avert possible adverse
            effect upon the Building electric service. Tenant shall not, without
            prior written notice to Landlord in each instance, connect to the
            Building electric distribution system any fixtures, appliances or
            equipment which operate on a voltage in excess of 120 volts nominal
            or make any alteration or addition to the electric system of
            Tenant's Space. Unless Landlord shall reasonably object to the
            connection of any such fixtures, appliances or equipment, all
            additional risers or other equipment required therefor shall be
            provided by Landlord, and the cost thereof shall be paid by Tenant
            upon Landlord's demand. In the event of any such connection. Tenant
            agrees to an increase in the ANNUAL ESTIMATED ELECTRICAL COST TO
            TENANT'S SPACE and a corresponding in Annual Rent by an amount which
            will reflect the cost to Landlord of the additional service to be
            furnished by Landlord, such increase to be effective as of the date
            of any such connection. If Landlord and Tenant cannot agree thereon,
            such amount shall be conclusively determined by a reputable
            independent electrical engineer or consulting firm to be selected by
            Landlord and paid equally by both parties, and the cost to Landlord
            will be included in Landlord's Operating Costs provided in Section
            4.2 hereof.
      D.    If at any time after the date of this Lease, the rates at which
            Landlord purchases electrical energy from the public utility
            supplying electric service to the Building, or any charges incurred
            or taxes payable by Landlord in connection therewith, shall be
            increased or decreased, the Annual Rent and ANNUAL ESTIMATED
            ELECTRICAL COST TO TENANT'S SPACE shall be increased or decreased,
            as the case may be, by an amount equal to the estimated increase or
            decrease, as the case may be, in Landlord's cost of furnishing the
            electricity referred to in Paragraph A above as a result of such
            increase or decrease in rates, charges, or taxes. If Landlord and
            Tenant cannot agree thereon, such amount shall be conclusively
            determined by a reputable independent electrical engineer or
            consulting firm to be selected by Landlord and paid equally by both
            parties, and the cost to Landlord will be included in Landlord's
            Operating Costs as provided in Section 4.2 hereof. Any such increase
            or decrease shall be effective as of the date of the increase or
            decrease in such rate, charges, or taxes.
      E.    Landlord may, at any time, elect to discontinue the furnishing of
            electrical energy. In the event of any such election by Landlord:
            (l) Landlord agrees to give reasonable advance notice of any such
            discontinuance to Tenant; (2) Landlord

                                      33
<PAGE>

            agrees to permit Tenant to receive electrical service directly from
            the public utility supplying service to the Building and to permit
            the existing feeders, risers, wiring and other electrical facilities
            serving Tenant's Space to be used by Tenant and/or such public
            utility for such purpose to the extent they are suitable and safely
            capable; (3) Landlord agrees to pay such charges and costs, if any,
            as such public utility may impose in connection with the
            installation of Tenant's meters and to make or, at such public
            utility's election, to pay for such other installations as such
            public utility may require, as a condition of providing comparable
            electrical service to Tenant; (4) the Annual Rent shall be equitably
            decreased to reflect such discontinuance by an amount equal to the
            ANNUAL ESTIMATED ELECTRICAL COST TO TENANTS SPACE then in effect;
            and (5) Tenant shall thereafter pay, directly to the utility
            furnishing the same, all charges for electrical services to the
            Premises.
      F.    Whenever the Annual Rent is increased or decreased pursuant to any
            of the foregoing paragraphs of this Article, the parties agree, upon
            request of either, to execute and deliver each to the other an
            amendment to this Lease confirming such increase or decrease.

                                      34
<PAGE>

                                   EXHIBIT C
                             RULES AND REGULATIONS

1.    The entrances, lobbies, passages, corridors, elevators, halls, courts,
      sidewalks, vestibules, and stairways shall not be encumbered or obstructed
      by Tenant, Tenant's agents, servants, employees, licensees or visitors or
      used by them for any purposes other than ingress or egress to and from the
      Premises.

2.    The moving in or out of all safes, freight, furniture, or bulky matter of
      any description shall take place during the hours which Landlord may
      determine from time to time. Landlord reserves the right to inspect all
      freight and bulky matter to be brought into the Building and to exclude
      from the Building all freight and bulky matter which violates any of these
      Rules and Regulations or the Lease of which these Rules and Regulations
      are a part. Landlord reserves the right to have Landlord's structural
      engineer review Tenant's floor loads on the Premises at Tenant's expense
      if Landlord has reasonable grounds to be concerned about the impact of
      Tenant's floor loads on the Building.

3.    Tenant, or the employees, agents, servants, visitors or licensees of
      Tenant shall not at any time place, lease or discard any rubbish, paper,
      articles, or objects of any kind whatsoever outside the doors of the
      Premises or in the corridors or passageways of the Building. No animals or
      birds shall be brought or kept in or about the Building. Bicycles shall
      not be permitted in the Building.

4.    Tenant shall not place objects against glass partitions or doors or
      windows or adjacent to any common space which would be unsightly from the
      Building corridors or from the exterior of the Building and will promptly
      remove the same upon notice from Landlord.

5.    Tenant shall not make noises, cause disturbances, create vibrations, odors
      or noxious fumes or use or operate any electric or electrical devices or
      other devices that emit sound waves or are dangerous to other tenants and
      occupants of the Building or that would interfere with the operation of
      any device or equipment or radio or television broadcasting or reception
      from or within the Building or elsewhere, or with the operation of roads
      or highways in the vicinity of the Building, and shall not place or
      install any projections, antennae, aerials, or similar devices inside or
      outside of the Premises, without the prior written approval of Landlord.

6.    Tenant may not (without Landlord's approval therefor, which approval will
      be signified on Tenant's Plans submitted pursuant to the Lease) and Tenant
      shall not permit or suffer anyone to: (a) cook in the Premises, other than
      microwave cooking; (b) place more than 3 vending or dispensing machines of
      any kind in or about the Premises; (c) at any time sell, purchase or give
      away, or permit the sale, purchase, or gift of food in any form.

7.    Tenant shall not: (a) use the Premises for lodging, manufacturing or for
      any immoral or illegal purposes; (b) use the Premises to engage in the
      manufacture or sale of, or permit the use of spirituous, fermented,
      intoxicating or alcoholic beverages on the Premises; (c)

                                        1
<PAGE>

      use the Premises to engage in the manufacture or sale of, or permit the
      use of, any illegal drugs on the Premises.

8.    No awning or other projections shall be attached to the outside walls or
      windows. No curtains, blinds, shades, screens or signs other than those
      furnished by Landlord shall be attached to, hung in, or used in connection
      with any window or door of the Premises without prior written consent of
      Landlord.

9.    No signs, advertisement, object, notice or other lettering shall be
      exhibited, inscribed, painted or affixed on any part of the outside or
      inside of the Premises if visible from outside of the Premises. Interior
      signs on doors shall be painted or affixed for Tenant by Landlord or by
      sign painters first approved by Landlord at the expense of Tenant and
      shall be of a size, color and style acceptable to Landlord.

10.   Tenant shall not use the name of the Building or use pictures or
      illustrations of the Building in advertising or other publicity without
      prior written consent of Landlord. Landlord shall have the right to
      prohibit any advertising by Tenant which, in Landlord's opinion, tends to
      impair the reputation of the Building or its desirability for offices, and
      upon written notice from Landlord, Tenant will refrain from or discontinue
      such advertising.

11.   Door keys for doors in the Premises will be furnished at the Commencement
      of the Lease by Landlord. Tenant shall not affix additional locks on doors
      and shall purchase duplicate keys only from Landlord and will provide to
      landlord the means of opening of sales, cabinets, or vaults left on the
      Premises. In the event of the loss of any keys so furnished by Landlord.
      Tenant shall pay to Landlord the cost thereof. Notwithstanding the
      foregoing, Tenant shall be permitted to install a security system in the
      Premises (subject to applicable provisions of the Lease) so long as
      Landlord is provided appropriate means of access to the Premises.

12.   Tenant shall cooperate and participate in all security programs affecting
      the Building.

13.   Tenant assumes full responsibility for protecting its space from theft,
      robbery and pilferage, which includes keeping doors locked and other means
      of entry to the Premises closed and secured.

14.   Tenant shall not make any room-to-room canvas to solicit business from
      other tenants in the Building, and shall not exhibit, sell or offer to
      sell, use, rent or exchange any item or services in or from the Premises
      unless ordinarily embraced within Tenant's use of the Premises as
      specified in its Lease. Canvassing, soliciting and peddling in the
      Building are prohibited and Tenant shall cooperate to prevent the same.
      Peddlers, solicitors and beggars shall be reported to the Management
      Office.

15.   Tenant shall not mark, paint, drill into, or in any way deface any part of
      the Building or Premises (other than hanging pictures and the like on the
      walls in a customary manner, provided all damage to the Building caused
      thereby is repaired). No boring, driving of nails, or screws, cutting or
      stringing of wires shall be permitted, except with the prior

                                        2
<PAGE>

      written consent of Landlord, and as Landlord may direct. Tenant shall not
      install any resilient tile or similar floor covering the Premises except
      with the prior written approval of Landlord. The use of cement or other
      similar adhesive material is expressly prohibited.

16.   Tenant shall not waste electricity or water and agrees to cooperate fully
      with Landlord to assure the most effective operation of the Building's
      heating and air conditioning and shall refrain from attempting to adjust
      controls. Tenant shall keep corridor doors closed except when being used
      for access.

17.   The water and wash closets and other plumbing fixtures shall not be used
      for any purposes other than those for which they were constructed, and no
      sweepings, rubbish, rags, or other substances shall be thrown therein.

18.   Building employees shall not be required to perform, and shall not be
      requested by any tenant or occupant to perform, any work outside of their
      regular duties, unless under specific instructions from the office of the
      Managing Agent of the Building.

19.   Tenant may request heating and/or air conditioning during other periods in
      addition to normal working hours by submitting its request in writing to
      the office of the Managing Agent of the Building no later than 2:00 p.m.
      the preceding work day (Monday through Friday) on forms available from the
      office of the Managing Agent. The request shall clearly state the start
      and stop hours of the "off-hour" service. Tenant shall submit to the
      Building Manager a list of personnel authorized to make such request. The
      Tenant shall be charged for such operation in the form of additional rent;
      such charges are to be determined by the Managing Agent and shall be fair
      and reasonable and reflect the additional operating costs involved.

20.   Tenant covenants and agrees that its use of the Premises shall not cause a
      discharge of more than the gallonage per foot of Premises Design Floor
      Area per day of sanitary (non- industrial) sewage allowed under the sewage
      discharge permit for the Building. Discharges in excess of that amount,
      and any discharge of industrial sewage, shall only be permitted if Tenant,
      at its sole expense, shall have obtained all necessary permits and
      licenses therefor, including without limitation permits from state and
      local authorities having jurisdiction thereof. Tenant shall submit to
      Landlord on December 31 of each year of the Term of this Lease a
      statement, certified by an authorized officer of Tenant, which contains
      the following information: name of all chemicals, gases, and hazardous
      substances, used, generated, or stored on the Premises; type of substance
      (liquid, gas or granular); quantity used, stored or generated per year;
      method of disposal; permit number, if any, attributable to each substance,
      together with copies of all permits for such substances; and permit
      expiration date for each substance.

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<PAGE>

                                   EXHIBIT D

                        ERISA Parties in Interest List
                              Separate Account R

1.    Treasurer of the State of North Carolina

2.    The United Nations Joint Staff Pension Fund

3.    Maryland State Retirement System

4.    International Monetary Fund as Trustee of the Staff Retirement Plan

5.    The School Employees Retirement Board of Ohio

6.    Public School Teachers Pension & Retirement Fund of Chicago

PLEASE BE ADVISED THAT THE PRECEDING IS A LIST OF RETIREMENT PLANS WHICH MAY
HAVE AN INTEREST IN SEPARATE ACCOUNT R AS OF THE DATE HEREOF IN EXCESS OF FOUR
PERCENT (4%), THIS EXHIBIT IS SUBJECT TO CHANGE AS HOLDERS OF INTERESTS ARE
EITHER ADDED OR SUBTRACTED OR THE PERCENTAGE INTEREST HELD BY ANY PLAN CHANGES.

                                        As of January 21, 2000

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