EXECUTION VERSION


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                         MASTER LEASE AND DEED OF TRUST

                          Dated as of December 6, 2000

                                      among

                         ELECTRONIC ARTS REDWOOD, INC.,
                                    as Lessee

                                       and

                           SELCO SERVICE CORPORATION,
                                    as Lessor

                                       and

                     FIRST AMERICAN TITLE INSURANCE COMPANY,
                       as Trustee under the Deed of Trust

               Lease Financing of Corporate Headquarters Buildings
              Located in Redwood City, San Mateo County, California


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         This  Master  Lease and Deed of Trust is  subject to a lien in favor of
KeyBank  National  Association,  as the Agent ("Agent") under the  Participation
Agreement.  This  Master  Lease and Deed of Trust has been  executed  in several
counterparts.  To the extent,  if any,  that this Master Lease and Deed of Trust
constitutes  chattel  paper (as such term is defined in the  Uniform  Commercial
Code as in effect in any applicable jurisdiction),  no lien on this Master Lease
and Deed of Trust may be created  through  the  transfer  or  possession  of any
counterpart other than the original counterpart  containing the receipt therefor
executed by the Agent on or following the signature page hereof.

               This counterpart is [not] the original counterpart.


<PAGE>


                         MASTER LEASE AND DEED OF TRUST

         THIS MASTER LEASE AND DEED OF TRUST (as amended,  restated or otherwise
modified  and in effect from time to time,  this  "Master  Lease"),  dated as of
December 6, 2000, is entered into by and among ELECTRONIC ARTS REDWOOD,  INC., a
Delaware corporation,  as lessee (in such capacity,  together with its permitted
successors and  assignees,  the "Lessee"),  SELCO SERVICE  CORPORATION,  an Ohio
corporation doing business in California as Ohio SELCO Service  Corporation,  as
lessor (in such  capacity,  together with its permitted  successors and assigns,
the "Lessor") and  acknowledged  by FIRST AMERICAN TITLE INSURANCE  COMPANY,  as
Trustee under the Deed of Trust contained in this Master Lease.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  this Master Lease pertains to certain real property  situated
in San  Mateo  County,  California,  described  on  Exhibit  A  attached  to the
Participation   Agreement   (as  more  fully   defined  in  Appendix  A  to  the
Participation  Agreement,  the "Land") and the improvements (the "Improvements")
now or hereafter  located on the Land (the Land together with the  Improvements,
as  more  fully  defined  in  Appendix  A to the  Participation  Agreement,  the
"Property"); and

         WHEREAS, pursuant to a Participation Agreement (as amended, restated or
otherwise  modified  and  in  effect  from  time  to  time,  the  "Participation
Agreement"),  dated as of  December  6,  2000,  by and  among  the  Lessee,  the
Construction Agent, the Guarantor,  the Lessor, the Note Purchaser,  the Conduit
Agent,  the  Liquidity  Banks,  the Letter of Credit  Issuer and the Agent,  the
Lessor and the Lessee have agreed,  subject to the terms and conditions thereof,
to finance the acquisition of the Land and the construction of the Improvements;

         NOW,  THEREFORE,  in consideration of the foregoing,  and of other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

         Section 1.1.  Definitions;  Interpretation.  Capitalized terms used but
not  otherwise  defined  in this  Master  Lease  have  the  respective  meanings
specified  in  Appendix  A to the  Participation  Agreement  and  the  rules  of
interpretation set forth therein shall apply to this Master Lease.

                                   ARTICLE II
                              LEASE OF IMPROVEMENTS

         Section 2.1.  Acceptance  and Lease of the  Property.  On the terms and
subject to the conditions set forth in the Participation Agreement and set forth
herein,  (i) the Lessor  hereby  agrees to lease the  Lessor's  interest  in the
Property (including any and all of the Lessor's

<PAGE>
                                                                    Master Lease

contractual  rights and benefits  relating  thereto) to the Lessee for the Lease
Term and (ii) the Lessee  hereby  agrees to lease such  interest from the Lessor
for the Lease Term.

         Section 2.2.  Acceptance  Procedure.  The Lessee hereby agrees that the
execution and delivery by the Lessee of this Master Lease shall, without further
act, constitute the irrevocable  acceptance by the Lessee of all of the Property
for all purposes of this Master Lease and the other  Operative  Documents on the
terms set forth therein and herein, and that all of the Property shall be deemed
to be included in the leasehold estate of this Master Lease and shall be subject
to the terms and conditions of this Master Lease as of the Initial Funding Date.

         Section  2.3.  Lease Term.  The term of this Master  Lease shall be for
five and  one-half  (5 1/2)  years  (the  "Lease  Term").  The Lease  Term shall
commence on (and include) the Initial  Funding Date and end on (but exclude) the
Maturity  Date,  unless  earlier  terminated  pursuant  to the  terms  hereof or
pursuant to Section 6.5 of the Construction Agency Agreement.

         Section 2.4.  Title/Risk of Loss.  The Property is leased to the Lessee
without any  representation or warranty,  express or implied,  by the Lessor and
subject to the rights of parties in  possession,  the existing state of title on
the Initial  Funding  Date  (including  all Liens  other than Lessor  Liens) and
Applicable Law. The Lessee shall not in any event have any recourse  against the
Lessor for any defect in or exception to title to the Property  other than those
resulting from Lessor Liens.  Notwithstanding  the Lessor's  holding of title to
the  Property  hereunder,  the Lessee shall retain all risk of loss with respect
thereto,  except to the extent expressly  provided herein or in the Construction
Agency Agreement.

                                  ARTICLE III
                                 PAYMENT OF RENT

         Section 3.1. Basic Rent.

         (a) Basic Rent.  On each Basic Rent Payment Date during the Lease Term,
the Lessee  shall pay  directly  for the account of the Lessor,  or as otherwise
directed by the Lessor,  the accrued and unpaid  Basic Rent then due. The Lessor
hereby irrevocably  directs that the proceeds of all Basic Rent allocable to the
Notes and the Equity  Investment  shall be paid to Agent in accordance  with the
provisions of the Participation Agreement.

         (b)  Payment of Basic  Rent.  Basic Rent shall be payable on each Basic
Rent Payment  Date,  as provided in the  Participation  Agreement.

         Section 3.2.  Supplemental  Rent. The Lessee shall pay as  Supplemental
Rent hereunder the following:

         (a) If the Lessee acquires the Lessor's interest in and to the Property
pursuant to Section 16.1 hereof or exercises  its  Purchase  Option  pursuant to
Section  18.1(a)  hereof,  then  the  Lessee  will  pay,  as  Supplemental  Rent
hereunder, an amount equal to the Outstanding Lease Balance.

         (b) If a third party or parties  acquires the Lessor's  interest in and
to the Property  pursuant to Section 18.3 hereof,  then the Lessee shall pay, or
cause to be paid,  in the case of


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<PAGE>
                                                                    Master Lease

proceeds  received  pursuant to Section 18.3 hereof,  as Supplemental  Rent, the
Gross  Remarketing  Proceeds  (as  determined  in  accordance  with Section 18.3
hereof).

         (c) If the  Remarketing  Option is  exercised  pursuant to Section 18.3
hereof, then the Lessee shall pay, as Supplemental Rent whether or not a sale of
the Property  occurs,  an amount equal to the Maximum  Recourse  Amount (if any)
(determined in accordance with Section 18.3 hereof).

         (d) If a third party or parties  acquires the Lessor's  interest in and
to the Property  pursuant to Section 17.8 hereof,  then the Lessee shall pay, or
cause to be paid,  in the case of proceeds  received  pursuant  to Section  17.8
hereof,  as Supplemental  Rent, the Unwind Proceeds (as determined in accordance
with Section 17.8 hereof).

         (e) If the Unwind Option is exercised  pursuant to Section 17.8 hereof,
then the Lessee shall pay, as  Supplemental  Rent,  whether or not a sale of the
Property  occurs,  an  amount  equal  to the  Maximum  Unwind  Amount  (if  any)
(determined in accordance with Section 17.8 hereof).

         (f) Without  duplication  of any of the  foregoing,  whenever  any make
whole premium,  yield maintenance premium or brokerage cost is due on any of the
Notes,  Loans or Equity  Investment  pursuant to Section  4.3, 4.4 or 4.6 of the
Participation  Agreement or any UpFront Fees,  Commitment  Fees,  Issuance Fees,
Structuring  Fees or other  fees due to any  Lessor  Party  under the  Operative
Documents,  the  Lessee  shall pay to the Lessor the same  amount  hereunder  as
Supplemental Rent.

         (g) All other amounts  (other than Basic Rent and the amounts set forth
in clauses (a) - (f) above)  payable by the Lessee  under this Master  Lease and
the other Operative Documents.

The Lessee shall pay to the Lessor or any other Person entitled  thereto any and
all  Supplemental  Rent promptly as the same shall become due and payable or, if
no date is  specified  for the  payment  of any  such  amount,  within  five (5)
Business  Days after  written  demand of the Lessor or any other Lessor Party to
whom such amount is payable.

         Section 3.3.  Non-Payment  of Rent. If the Lessee fails to pay any Rent
when due, the Lessee shall pay to the Lessor or the Person entitled thereto,  as
Supplemental  Rent,  among other things,  on demand,  to the extent permitted by
Applicable  Law,  interest at the applicable  Overdue Rate on any installment of
Basic  Rent and on any  payment  of any  Supplemental  Rent not paid when due or
demanded by the Lessor or any  Indemnitee  for the period from and including the
due date  thereof  to but  excluding  the date  paid.  The  expiration  or other
termination of the  obligations of the Lessee to pay Basic Rent hereunder  shall
not limit or modify  the  obligations  of the  Lessee  with  respect  to accrued
Supplemental  Rent. Unless expressly  provided otherwise in this Master Lease or
the  Participation  Agreement,  in the event of any  failure  on the part of the
Lessee to pay and discharge any Basic Rent or any Supplemental  Rent as and when
due,  the Lessee  shall  also  promptly  pay and  discharge  any fine,  penalty,
interest or cost which may be assessed or added under any Operative Document for
nonpayment or late payment of such Basic Rent or Supplemental Rent, all of which
shall also constitute Supplemental Rent.


                                       3
<PAGE>
                                                                    Master Lease

         Section 3.4.  Security  Deposit.  On the first Rent Payment Date of the
Base Lease Term,  the Lessee  shall make a payment to the Lessor in an amount of
$16,000,000 (such amount, the "Security  Deposit"),  the proceeds of which shall
be used by the  Lessor to retire a portion  of the  outstanding  balance  of the
Notes (in the aggregate principal amount of such Security Deposit so paid).

         Section  3.5.  Method  of  Payment.  Each  payment  of  Basic  Rent  or
Supplemental  Rent  payable by the Lessee  pursuant to this Master  Lease or any
other Operative  Document shall be made by wire transfer prior to 2:00 p.m., New
York time on the date due, to the  relevant  account  specified on Schedule I of
the  Participation  Agreement  in  immediately  available  funds  consisting  of
Dollars.  Payments  received  after  2:00 p.m.,  New York time,  on the date due
shall,  solely for the purpose of Section  17.1, be deemed to have been received
on such day; provided,  however,  that for the purpose of the second sentence of
Section 3.3,  such  payments  shall be deemed to have been  received on the next
succeeding  Business Day and subject to interest at the Overdue Rate as provided
in such Section 3.3.

         Section 3.6.  Non-Business Day Payments. If any Basic Rent Payment Date
falls on a day that is not a Business  Day,  the amount of Basic Rent  otherwise
due on such Basic Rent Payment Date shall instead be due on the next  succeeding
Business  Day and Basic Rent shall be  recalculated  as if such next  succeeding
Business Day were such Basic Rent Payment Date.

         Section 3.7.  Assignment of Basic Rent and Other  Payments . The Lessor
hereby irrevocably  directs that each payment of Basic Rent,  Supplemental Rent,
Outstanding Lease Balance,  Purchase Option Price,  Maximum Recourse Amount, and
Maximum Unwind Amount payable by the Lessee under this Master Lease or any other
Operative  Document shall be made for its account to or as directed by the Agent
pursuant  to  the  payment   instructions   set  forth  in  Schedule  I  of  the
Participation  Agreement and applied in accordance with the relevant  provisions
of  Article XI of the  Participation  Agreement.  To the extent  that the Lessee
shall have timely made such payments in full in immediately  available  funds to
the Agent or as directed by the Agent,  the Lessee's  obligation with respect to
such payment  under the  Operative  Documents  shall be deemed  satisfied in the
amount of such payment and none of the Lessee Parties shall be  responsible  for
any undue delay or failure on the part of the Agent in remitting the appropriate
amounts  to the other  Lessor  Parties  or any  other  Person  entitled  to such
payment.

                                   ARTICLE IV
                RIGHTS OF THE LESSEE; INSPECTION RIGHTS; REPORTS

         Section 4.1. Rights of the Lessee.  Subject to Section 4.2 hereof,  and
subject to the terms of the other  Operative  Documents to which the Lessee is a
party,  during the Lease Term at any time when no Lease  Event of Default  shall
exist, the Lessee shall be entitled to receive,  enjoy, distribute and otherwise
dispose of the income, royalties,  payments,  recoveries and other proceeds with
respect  to (or  included  as a part of) the  Property  without  the  consent or
joinder of the Lessor.

         Section 4.2.  Inspection  Rights.  Without  limiting any Lessor Party's
rights set forth in Section 8.1(e) of the Participation Agreement, upon five (5)
Business Days prior notice to the Lessee,  each of the Lessor  Parties and their
respective authorized representatives (the "Inspecting


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<PAGE>
                                                                    Master Lease

Parties")  may  inspect (a) the  Property,  including,  to the extent  relevant,
environmental testing and sampling,  and (b) the books and records of the Lessee
relating to the Property and make copies and abstracts therefrom, but only after
material  related to matters  other than the Property  shall have been  redacted
therefrom.  All  such  inspections  shall  be at the  expense  and  risk  of the
Inspecting Parties, except that if a Lease Event of Default or Lease Default has
occurred and is continuing,  the Lessee shall  reimburse the Inspecting  Parties
for the reasonable costs of such  inspections and such  inspections  shall be at
the Lessee's risk,  excluding the gross  negligence or willful  misconduct of an
Inspecting Party. The Lessee shall furnish to the Inspecting  Parties statements
that  are,  to the best of the  Lessee's  knowledge  after  reasonable  inquiry,
accurate in all material  respects,  regarding the condition and state of repair
of the Property at such times as may be reasonably requested; provided, however,
the Lessor  Parties shall not require such  statements  more than once a year so
long as no Lease  Default or Lease Event of Default  shall have  occurred and be
continuing.  No  inspection  shall  unreasonably  interfere  with  the  Lessee's
operations or the operations of any other occupant of the Property.  None of the
Inspecting  Parties  shall have any duty to make any such  inspection or inquiry
and none of the  Inspecting  Parties  shall incur any liability or obligation by
reason of not making any such  inspection  or  inquiry.  None of the  Inspecting
Parties  shall incur any  liability or  obligation  by reason of making any such
inspection or inquiry  unless and to the extent,  so long as no Lease Default or
Lease Event of Default has occurred and is continuing at the time of inspection,
such  Inspecting  Party  causes  damage to the  Property or any  property of the
Lessee or any other Person during the course of such inspection.

         Section 4.3. Reports.  To the extent  permissible under Applicable Law,
the Lessee  shall  prepare and file in a timely  fashion,  or,  where the Lessor
shall be required to file,  the Lessee shall  prepare and make  available to the
Agent on behalf of the Lessor Parties within a reasonable time prior to the date
for filing and the Lessor  shall  timely  file,  any reports with respect to the
condition or  operation of the Property  that shall be required to be filed with
any Governmental Authority.

                                   ARTICLE V
                                 NET LEASE, ETC.

         Section 5.1. Net Lease.  This Master Lease shall constitute a net lease
and the Lessee's  obligations to pay all Basic Rent and Supplemental  Rent shall
be absolute and unconditional  under any and all  circumstances.  Any present or
future  law to  the  contrary  notwithstanding,  this  Master  Lease  shall  not
terminate,  nor  shall the  Lessee be  entitled  to any  abatement,  suspension,
deferment, reduction, setoff, counterclaim, or defense with respect to the Basic
Rent or Supplemental  Rent nor shall the obligations of the Lessee  hereunder be
affected  (except  as  expressly  herein  permitted  and by  performance  of the
obligations  in  connection  therewith)  by  reason  of:  (i) any  defect in the
condition, merchantability,  design, construction, quality or fitness for use of
the Property or any part thereof, or the failure of any Improvements or the Land
to  comply  with  all  Applicable  Laws,  including  any  inability  to use  any
Improvements  or Land by  reason of such  non-compliance;  (ii) any  damage  to,
removal, abandonment,  salvage, loss, contamination of, scrapping or destruction
of or any  requisition  or  taking of any  Improvements  or the Land or any part
thereof,  (iii) any  restriction,  prevention or curtailment of or  interference
with  the use of any  Improvements  or the Land or any  part  thereof;  (iv) any
defect in the Lessor's title to or rights to any Improvements or the Land or any
Lien on such title or rights or on any Improvements or the Land; (v) any change,
waiver,  extension,  indulgence or other action or


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<PAGE>
                                                                    Master Lease

omission or breach in respect of any obligation or liability of or by any of the
Lessor Parties;  (vi) to the extent permitted by Applicable Law, any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like  proceedings  relating to any  Transaction  Party or any action taken
with respect to this Master Lease by any trustee or receiver of any  Transaction
Party or by any court, in any such  proceeding;  (vii) any claim that the Lessee
has or might have  against  any  Person,  including  the  Lessor or any  vendor,
manufacturer, or supplier of any of the Improvements;  (viii) any failure on the
part of the  Lessor to perform  or comply  with any of the terms of this  Master
Lease  or  any  of the  terms  of any  other  Operative  Document  or any  other
agreement;   (ix)  any   invalidity   or   unenforceability   or  illegality  or
disaffirmance  of this Master  Lease  against or by the Lessee or any  provision
hereof or any of the other Operative  Documents or any provision of any thereof;
(x) the  impossibility or illegality of performance by the Lessee or the Lessor;
(xi) any  action  by any  court,  administrative  agency  or other  Governmental
Authority;  (xii) any Adverse Environmental Condition, or (xiii) any other cause
or  circumstances  whether similar or dissimilar to the foregoing and whether or
not the Lessee  shall have  notice or  knowledge  of any of the  foregoing.  The
agreement of the Lessee in the  preceding  sentence  shall not affect any claim,
action or right that the Lessee may have against the Lessor or any other Person,
including  pursuant  to  Section  20.1  hereof.  The  parties  intend  that  the
obligations of the Lessee  hereunder  shall be covenants and agreements that are
separate and independent  from any obligations of the Lessor  hereunder or under
any other  Operative  Document and the  obligations of the Lessee shall continue
unaffected  unless such  obligations  shall have been  modified or terminated in
accordance with an express provision of this Master Lease.

         Section  5.2. No  Termination  or  Abatement.  The Lessee  shall remain
obligated  under this Master  Lease in  accordance  with its terms and shall not
take any action to  terminate,  rescind or avoid this  Master  Lease  (except as
provided  herein)   notwithstanding  any  action  for  bankruptcy,   insolvency,
reorganization,  liquidation,  dissolution  or other  proceeding  affecting  any
Transaction  Party or any action with  respect to this Master Lease which may be
taken by any trustee,  receiver or liquidator of any Transaction Party or by any
court with respect to any Transaction  Party. The Lessee hereby waives all right
(i) to terminate or surrender  this Master Lease (except as provided  herein) or
(ii) to avail itself of any abatement, suspension, deferment, reduction, setoff,
counterclaim or defense with respect to any Basic Rent or Supplemental Rent. The
Lessee shall remain  obligated  under this Master Lease in  accordance  with its
terms and to the extent waivable under  applicable law, the Lessee hereby waives
any and all rights now or hereafter  conferred by statute or otherwise to modify
or to avoid strict  compliance  with its  obligations  under this Master  Lease.
Notwithstanding any such statute or otherwise,  the Lessee shall be bound by all
of the terms and conditions contained in this Master Lease.

                                   ARTICLE VI
                      ASSIGNMENT BY THE LESSEE; SUBLEASING

         Section 6.1.  General.  THE LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE  CONSENTING  PARTIES,  TRANSFER,  ASSIGN OR ENCUMBER  (OTHER THAN
UNDER  THE  OPERATIVE  DOCUMENTS)  THIS  MASTER  LEASE OR ANY OF ITS  RIGHTS  OR
OBLIGATIONS  HEREUNDER OR SUBLEASE  THE  PROPERTY OR ANY PART THEREOF  EXCEPT AS
PERMITTED BY SECTION 6.2 HEREOF, AND ANY SUCH TRANSFER, ASSIGNMENT,  ENCUMBRANCE


                                       6
<PAGE>
                                                                    Master Lease

OR SUBLEASE  THAT IS NOT  PERMITTED  BY SECTION 6.2 HEREOF AND MADE WITHOUT SUCH
WRITTEN CONSENTS THERETO SHALL BE NULL AND VOID.

         Section 6.2.  Subletting.  At the beginning of the Base Lease Term, the
Lessee may sublease the Property or any portion thereof to any Person; provided,
however,  that:  (a) no sublease or other  relinquishment  of  possession of the
Property  shall in any way discharge or diminish any of the  obligations  of the
Lessee to the Lessor and the other  Lessor  Parties  under this Master Lease and
the other Operative Documents and the Lessee shall remain directly and primarily
liable under this Master Lease and the other Operative  Documents to which it is
a party; (b) any sublease of the Property shall expressly be made subject to and
subordinated to this Master Lease and to the rights of the Lessor hereunder; (c)
each sublease  prohibits the  sublessee  from engaging in any  activities on the
Property that are not consistent with those permitted by Section 8.2 or that are
otherwise  prohibited by Section 8.2; (d) each sublease shall expressly  provide
for the immediate  surrender of the Property to the Lessor after notice from the
Lessor to such  sublessee  of the  occurrence  of a Lease Event of Default and a
request for such surrender; (e) each sublease shall have a term which expires on
or prior to the  Maturity  Date (or,  if  longer,  includes  a  provision  which
expressly  provides for automatic  termination at or prior to the earlier of (i)
the Maturity Date and (ii) the occurrence of a Lease Event of Default unless the
Lessee shall have  exercised  its  Purchase  Option and  purchased  the Property
pursuant to Section  18.1  hereof;  and (f) no sublease  has a Material  Adverse
Effect.

         Section 6.3.  Assignment  of Subleases.  As additional  security to the
Lessor for the performance of all of the Obligations,  the Lessee hereby assigns
to the  Lessor  and  grants  to the  Lessor a  security  interest  in all of the
following,  to the  extent  assignable:  all of the  Lessee's  right,  title and
interest in and to (x) all leases and  subleases,  whether now or  hereafter  in
effect,  of the Property (or any portion  thereof),  and (y) all rents, fees and
other sums payable to the Lessee under any lease or sublease of the Property (or
any portion  thereof).  The Lessor shall have no obligation to perform,  and the
Lessee shall not by reason of this Section 6.3 be relieved of its  obligation to
perform,  any of the Lessee's covenants or agreements under this Master Lease or
covenants or  agreements  of the Lessee,  as  sublessor  under any such lease or
sublease.

                                  ARTICLE VII
                             LESSEE ACKNOWLEDGMENTS

         Section 7.1.  Condition of the Property.  THE LESSEE  ACKNOWLEDGES  AND
AGREES THAT ALTHOUGH THE LESSOR OWNS AND HOLDS TITLE TO THE PROPERTY, THE LESSEE
IS LEASING THE  PROPERTY  "AS IS" WITHOUT  REPRESENTATION,  WARRANTY OR COVENANT
(EXPRESS OR IMPLIED) BY THE LESSOR,  OR ANY OTHER  TRANSACTION PARTY AND IN EACH
CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE  (EXCLUDING  LESSOR LIENS),  (B)
THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN
ACCURATE  SURVEY OR  PHYSICAL  INSPECTION  MIGHT  SHOW,  AND (D)  VIOLATIONS  OF
APPLICABLE  LAW WHICH MAY EXIST ON ANY FUNDING  DATE. NO  TRANSACTION  PARTY HAS
MADE OR SHALL BE DEEMED TO HAVE MADE ANY  REPRESENTATION,  WARRANTY  OR COVENANT
(EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY  LIABILITY  WHATSOEVER AS TO
THE TITLE  (OTHER THAN FOR LESSOR LIENS  ATTRIBUTABLE  TO SUCH  PERSON), VALUE,


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<PAGE>
                                                                    Master Lease

HABITABILITY,  USE,  CONDITION,  DESIGN,  OPERATION,  OR FITNESS  FOR USE OF THE
PROPERTY  (OR ANY  PART  THEREOF),  OR ANY  OTHER  REPRESENTATION,  WARRANTY  OR
COVENANT  WHATSOEVER,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO THE  LAND OR THE
IMPROVEMENTS  (OR ANY PART  THEREOF) AND NO  TRANSACTION  PARTY  (EXCEPT FOR THE
LESSEE AND THE  GUARANTOR,  BUT SOLELY TO THE EXTENT  EXPRESSLY  PROVIDED IN THE
PARTICIPATION  AGREEMENT)  SHALL BE LIABLE  FOR ANY  LATENT,  HIDDEN,  OR PATENT
DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS  ATTRIBUTABLE TO SUCH PERSON) OR THE
FAILURE OF THE LAND OR THE IMPROVEMENTS, OR ANY PART THEREOF, TO COMPLY WITH ANY
APPLICABLE  LAW AND SHALL  ASSUME ALL RISKS OF DEFECTS AND  ADVERSE  PHYSICAL OR
ENVIRONMENTAL  CONDITION  IN  CONNECTION  WITH EACH AND EVERY  SITE,  INCLUDING,
WITHOUT LIMITATION,  THE RISK THAT ITS EXAMINATION DID NOT REVEAL ALL DEFECTS OR
ADVERSE CONDITIONS.

         Section 7.2.  Acknowledgment  of Note Purchases,  Equity Investment and
Lease Assignment. The Lessor and the Lessee hereby acknowledge that the right of
the Lessor to receive Basic Rent and Supplemental  Rent and certain other rights
under this Master Lease has been pledged to the Agent to secure repayment of the
outstanding  balance of the Notes and the Equity Investment,  which Notes and/or
Equity  Investment may, to the extent permitted by the Operative  Documents,  be
transferred from time to time pursuant to the Note Purchase Agreement and/or the
Liquidity  Documentation.  Until all amounts  payable to the Agent and the other
Lessor  Parties under this Master Lease and the Operative  Documents are paid in
full, the Lessee shall give all notices to the Lessor under this Master Lease to
the Agent at the office or  facsimile  number as provided in Section 15.3 of the
Participation  Agreement  and  notices so given to the Agent  shall be deemed to
have been given to the Lessor.  The rights and  remedies  provided to the Lessor
under this Master  Lease may be  exercised  by the Lessor  itself,  by the Agent
pursuant to Article XIV of the  Participation  Agreement,  by a  court-appointed
receiver or by any other Person  appointed by any of the foregoing to act on its
behalf.  All of the benefits  afforded to the Lessor under this Master Lease and
the  other  Operative  documents  shall  accrue to the  benefit  of the Agent in
accordance with Article XIV of the Participation Agreement.

                                  ARTICLE VIII
                    POSSESSION AND USE OF THE PROPERTY, ETC.

         Section 8.1. Utility Charges.  The Lessee shall pay or cause to be paid
all charges for electricity,  power, gas, oil, water, telephone,  sanitary sewer
service and all other rents and utilities used in or on the Property  during the
Lease  Term.  The Lessee  shall be entitled to receive any credit or refund with
respect to any utility charge paid by the Lessee and the amount of any credit or
refund  received  by the Lessor on account of any  utility  charges  paid by the
Lessee, net of the actual costs and expenses, if any, reasonably incurred by the
Lessor in obtaining  such credit or refund,  shall be promptly  paid over to the
Lessee.

         Section  8.2.  Possession  and Use of the  Property.  Upon  Substantial
Completion  of the  Improvements,  the  Property  shall be used  for any  lawful
purpose in the regular  course of the  Lessee's  business,  and the Lessee shall
pay, or cause to be paid, all charges and costs required in connection  with the
use of the Property as contemplated  by this Master Lease.  The Lessee shall


                                       8
<PAGE>
                                                                    Master Lease

not commit or permit any waste of the Property or any part  thereof.  The Lessee
further  agrees to carry out any and all  maintenance  and  security  activities
required  by  local  regulation  or  ordinance  with  respect  to the  Property,
including the  utilization,  where required by law, of security  guards or other
personnel.

         Section   8.3.   Compliance   with   Applicable   Laws  and   Insurance
Requirements.  Subject to the terms of Article XII hereof  relating to permitted
contests,  the  Lessee,  at its sole cost and  expense,  shall (i) comply in all
material  respects with all Applicable Laws (including all  Environmental  Laws)
and  Insurance  Requirements  relating  to  the  Property,  including  the  use,
construction,  operation,  maintenance,  repair and restoration  thereof and the
remarketing thereof pursuant to Article XVIII hereof,  whether or not compliance
therewith shall require  structural or extraordinary  changes in the Property or
interfere with the use and enjoyment of the Property, and (ii) procure, maintain
and comply with all licenses,  permits,  orders,  approvals,  consents and other
authorizations  required  for  the  use,  operation,   maintenance,  repair  and
restoration of the Property.

                                   ARTICLE IX
                             MAINTENANCE AND REPAIR

         Section 9.1.  Construction of Improvements.  The Lessee shall cause the
Improvements to be constructed and completed in accordance with the Construction
Agency  Agreement.  In furtherance  and not in limitation of the foregoing,  the
Lessee shall cause to be maintained  (a) the Required  Builders'  Risk Insurance
and (b) Additional Construction Period Insurance, in each case naming the Lessor
and the other Lessor Parties as additional  insureds throughout the Construction
Period.

         Section 9.2.  Maintenance and Repair.  After Substantial  Completion of
the Improvements,  the Lessee, at its sole cost and expense,  shall at all times
(a)  maintain  all  Improvements  in as good of condition as they existed on the
date of Final  Completion  (ordinary wear and tear excepted,  and in safe repair
and condition (b) make all necessary  repairs thereto,  of every kind and nature
whatsoever, whether interior or exterior, ordinary or extraordinary,  structural
or  nonstructural  or  foreseen or  unforeseen,  in each case as required by all
Applicable  Law and  Insurance  Requirements  (except  to the  extent  any  such
noncompliance  with Applicable Law is permitted pursuant to Section 12.1 hereof)
and (c) maintain the  Improvements on a basis  consistent with the operation and
maintenance of improvements comparable in type and location to the Improvements,
subject,  however,  to the  provisions  of Article  XIV hereof  with  respect to
Casualties and Condemnations.

         Section 9.3. Return of Property to the Lessor.  The Lessee shall,  upon
the  expiration  or earlier  termination  of this Master  Lease (other than as a
result of the Lessee's (or its  designee's)  acquisition  of all of the Lessor's
interest in the Property as provided  herein),  vacate and  surrender all of the
Property to the Lessor in its  then-current,  "AS IS" condition,  subject to the
Lessee's  obligations  under Sections 8.3, 9.2, 10.2,  11.1, 14.2, 14.3 and 18.3
hereof.

         Section  9.4. No Duty of the Lessor to  Maintain.  Except to the extent
and as expressly provided in the Construction Agency Agreement, the Lessor shall
under no  circumstances  be required to build any improvements on the Land, make
any repairs, replacements,  alterations or


                                       9
<PAGE>
                                                                    Master Lease

renewals  of any nature or  description  to any Land or  Improvements,  make any
expenditure  whatsoever  in  connection  with this Master  Lease or maintain the
Improvements  or the Land in any way. The Lessee waives any right to (1) require
the Lessor to maintain,  repair,  or rebuild all or any part of any Improvements
or the Land or (2) make  repairs at the  expense of the Lessor  pursuant  to any
Applicable  Law,  Insurance  Requirement,   contract,  agreement,  or  covenant,
condition or restriction in effect at any time during the Lease Term.

                                   ARTICLE X
                                  MODIFICATIONS

         Section 10.1. Modifications During the Construction Period. Any and all
Modifications   during  the  Construction   Period  shall  be  governed  by  the
Construction Agency Agreement.

         Section 10.2. Modifications During the Base Lease Term.

         (a) Subject to Section  10.3 hereof,  the Lessee,  at its sole cost and
expense, may at any time and from time to time after Final Completion,  make, or
permit a Subtenant to make, alterations, renovations, improvements and additions
to  the  Improvements  or  any  part  of  any  thereof  and   substitutions  and
replacements therefor (collectively, "Modifications") provided, however that:

                  (i) except for any  Modification  required to be made pursuant
         to any  Applicable  Law or  Insurance  Requirement  (each,  a "Required
         Modification"),  no  Modification  shall reduce the Fair Market  Value,
         residual  value or  useful  life or  materially  adversely  affect  the
         utility  of the  Improvements  or the  Land  from  that  which  existed
         immediately  prior to such  Modification,  except for Modifications the
         adverse effect of which is no more than de minimis;

                  (ii) the Modification  shall be done in a good and workmanlike
         manner;

                  (iii) the Lessee shall comply in all  material  respects  with
         all Applicable  Laws (including all  Environmental  Laws) and Insurance
         Requirements applicable to the Modification, including the obtaining of
         all Permits and certificates of occupancy,  and such Modification shall
         not  violate  the  terms of any  restriction,  easement,  condition  or
         covenant or other matter affecting title to the applicable Improvements
         or the Land;

                  (iv)  subject to the terms of Article  XII hereof  relating to
         permitted  contests,  the Lessee  shall pay all costs and  expenses and
         shall  discharge  (or cause to be insured or bonded  over) within sixty
         (60) days after the same shall be filed (or otherwise become effective)
         any Liens arising with respect to the Modification; and

                  (v) such Modifications  shall comply with Sections 8.3 and 9.2
         hereof.

         All such  Modifications  shall  remain  part of the realty and shall be
subject to this Master Lease and title  thereto  shall  immediately  vest in the
Lessor;  provided,  however,  that Modifications that (w) are not subject to the
Master  Lease (x) are not  Required  Modifications,  (y) were not  financed,  or
otherwise  paid for  (directly  or  indirectly)  pursuant  to the  Participation
Agreement by the Lessor  (including any portion of the  Improvements  originally
financed  by the


                                       10
<PAGE>
                                                                    Master Lease

Lessor on the  Initial  Funding  Date)  and (z) are  readily  removable  without
impairing the value, utility or remaining useful life of the Improvements or the
Land, shall remain the personal property of the Lessee,  shall not be subject to
this Master Lease and may be removed by the Lessee at any time.

         (b)  After   Substantial   Completion  of  the   construction   of  the
Improvements,  the  Lessee  may  place  upon the Land any  fixtures,  machinery,
equipment,  inventory or other property belonging to the Lessee or third parties
and may remove the same at any time during the Lease Term, subject,  however, to
the terms of Sections  8.3,  9.2 and 10.2(a)  hereof;  provided,  however,  that
subject  to  Section  10.2(a)  hereof,  such  fixtures,  machinery,   equipment,
inventory  or other  property do not impair the value or useful life of the Land
or the Improvements,  except such placement or removal which does not impair the
value,  utility or useful life of the Land or the Improvements in more than a de
minimis  manner or  materially  and  adversely  affect the  Lessee's  ability to
perform its obligations  hereunder;  and provided further, that the Lessee shall
keep and  maintain  at the Land or the  Improvements,  and shall not remove from
such property, any fixtures, machinery,  equipment,  inventory or other property
financed or otherwise paid for (directly or  indirectly) by the Lessor  pursuant
to the Participation Agreement.

         Section 10.3. Consent to Modifications.  Notwithstanding  anything else
to the  contrary  in this  Article X, and except as  otherwise  provided  in the
Construction  Agency Agreement during the Construction  Period, the Lessee shall
not make any Modification  which the Lessee reasonably expects will cost greater
than $2,000,000 unless the Lessee shall have delivered to the Agent on behalf of
the Lessor  Parties a brief  written  narrative  of the work to be  performed in
connection with such Modification and the Lessee shall have received the written
consent  of Agent on  behalf of the  Consenting  Parties  to the  making of such
Modification, which consent shall not unreasonably be withheld.

                                   ARTICLE XI
                          WARRANTY OF TITLE; EASEMENTS

         Section 11.1. Warranty of Title.

         (a) Except as  otherwise  provided  herein and  subject to the terms of
Section 12.1 hereof, the Lessee shall not directly or indirectly create or allow
to remain, and shall promptly  discharge at its sole cost and expense,  any Lien
(other  than  any  Lessor  Lien),  defect,  attachment,  levy,  title  retention
agreement  or claim upon the  Property or any  Modifications  or any Lien (other
than any Lessor  Lien),  attachment,  levy or claim with  respect to the Rent or
with  respect  to any  amounts  held by any of the  Lessor  Parties  other  than
Permitted Liens and Liens on machinery, equipment, general intangibles and other
personal property not constituting part of the Improvements.

         (b) Nothing  contained  in this  Master  Lease  shall be  construed  as
constituting  the request of the  Lessor,  expressed  or implied,  to or for the
performance  by any  contractor,  mechanic,  laborer,  materialman,  supplier or
vendor of any labor or services or for the  furnishing  of any materials for any
alteration,  addition, repair or demolition of or to the Land or Improvements or
any part thereof.  NOTICE IS HEREBY GIVEN THAT NONE OF THE  TRANSACTION  PARTIES
(OTHER  THAN THE LESSEE  PARTIES)  SHALL BE LIABLE


                                       11
<PAGE>
                                                                    Master Lease

FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE,
OR TO ANYONE HOLDING ANY PROPERTY,  IMPROVEMENTS  OR ANY PART THEREOF THROUGH OR
UNDER THE  LESSEE,  AND THAT NO  MECHANIC'S  OR OTHER  LIENS FOR ANY SUCH LABOR,
SERVICES  OR  MATERIALS  SHALL  ATTACH TO OR AFFECT THE  INTEREST  OF ANY OF THE
LESSOR PARTIES IN AND TO THE PROPERTY.

         Section  11.2.  Lessee's  Grants and  Releases of  Easements;  Lessor's
Waivers.  Provided that no Lease Default,  Lease Event of Default,  Acceleration
Event or Unmatured  Acceleration Event shall have occurred and be continuing and
subject to the provisions of Articles VII, VIII, IX and X hereof (and during the
Construction  Period,  subject to the relevant  provisions  of the  Construction
Agency Agreement),  the Lessor hereby consents in each instance to the following
actions by the  Lessee,  in the name and stead of the Lessor and as the true and
lawful  attorney-in-fact  of the Lessor with full power and authority to execute
documents  on  behalf  of the  Lessor  for the  following  purposes,  but at the
Lessee's  sole cost and  expense:  (i) the granting of licenses and other rights
and  privileges  reasonably  necessary  or  desirable  for the use,  repair,  or
maintenance  of the  Property as herein  provided;  (ii) the release of existing
easements or other  rights in the nature of easements  which are for the benefit
of the Property;  (iii) the seeking of any zoning  variances or modifications to
existing zoning;  and (iv) the imposition of and the execution of amendments to,
or waivers or releases of any covenants,  easements,  licenses, and restrictions
affecting  the  Property;  provided,  however  that in each case (1) such grant,
release, dedication,  transfer or amendment does not impair the value, operation
or remaining  useful life of the Property or materially and adversely affect the
Lessee's ability to perform its obligations  hereunder,  except such impairments
which  are not  material,  (2) such  grant,  release,  dedication,  transfer  or
amendment is  reasonably  necessary or  desirable  in  connection  with the use,
maintenance, alteration or improvement of the Land or the Improvements, (3) such
grant, release, dedication, transfer or amendment will not cause the Land or the
Improvements  or any portion  thereof to fail to comply with the  provisions  of
this  Master  Lease  or any  other  Operative  Document  or any  Applicable  Law
(including all applicable zoning, planning, building and subdivision ordinances,
all applicable  restrictive covenants and all applicable  architectural approval
requirements),  (4) all  governmental  and other consents or approvals  required
prior to such grant, release, dedication,  transfer,  annexation or amendment or
other action have been obtained,  and all filings  required prior to such action
have been made,  (5) the Lessee shall remain  obligated  under this Master Lease
and under any instrument  executed by the Lessee consenting to the assignment of
the Lessor's interest in this Master Lease as security for indebtedness, in each
such case in  accordance  with  their  terms,  as though  such  grant,  release,
dedication,  transfer or  amendment  had not been  effected,  and (6) the Lessee
shall pay and perform any  obligations of the Lessor under such grant,  release,
dedication,  transfer or amendment. The Lessor acknowledges the Lessee's and any
existing or future  sublessee's right to finance and to secure under the Uniform
Commercial Code, inventory,  furnishings,  furniture,  equipment, machinery, and
other  personal  property  located at the Property other than to the extent such
property would constitute a fixture relative to the Improvements, and the Lessor
agrees to execute  (but need not  prepare)  lessor  waiver  forms and release of
Lessor's Liens in favor of any purchase money seller, lessor or lender which has
financed  or  may  finance  in the  future  such  items.  Without  limiting  the
effectiveness  of the  foregoing,  and provided,  that no Lease Default or Lease
Event of Default shall have occurred and be continuing,  the Lessor shall,  upon
the request of the Lessee,  and at the Lessee's  sole cost and expense,  execute
and deliver any instruments  necessary or appropriate to


                                       12
<PAGE>
                                                                    Master Lease

confirm any such grant, release, dedication,  transfer,  annexation or amendment
to any Person permitted under this Section 11.2 including  landlord waivers with
respect to any of the foregoing.

                                  ARTICLE XII
                               PERMITTED CONTESTS

         Section  12.1.   Permitted  Contests  in  Respect  of  Applicable  Law,
Mechanics' Liens and Utility Charges. If, to the extent and for so long as (a) a
test,  challenge,  appeal  or  proceeding  for  review  of any  Applicable  Law,
mechanics'  or  materialmen's  liens,  or utility  charges  payable  pursuant to
Article  VIII  hereof  relating  to the  Property  or the  obligation  to comply
therewith  shall be  prosecuted  diligently  and in good  faith  in  appropriate
proceedings by the Lessee or (b) compliance  with such Applicable Law shall have
been excused or exempted by a valid nonconforming use, variance permit,  waiver,
extension or  forbearance,  the Lessee shall not be required to comply with such
Applicable Law or pay such mechanics' or  materialmen's  liens,  utility charges
and the Lessor agrees not to pay,  settle or otherwise  compromise any such item
if and so long as, in each  case,  such  test,  challenge,  appeal,  proceeding,
waiver,  extension,  forbearance or  noncompliance  shall not, in the reasonable
opinion of the Agent involve (i) any risk of criminal liability being imposed on
any of the Lessor  Parties or the  Property  for failure to comply  therewith or
(ii) any  significant  risk of (1) the  foreclosure,  forfeiture  or loss of the
Property,  or any part thereof,  (2) the nonpayment of Rent, (3) the sale of, or
the  creation  of any Lien  (other  than a  Permitted  Lien) on, any part of the
Property,  (4) civil  liability  being imposed on any of the Lessor Parties with
respect to any  component of the Property for which the Lessee is not  obligated
to indemnify such parties under the Operative  Documents,  or (5) enjoinment of,
or interference  with, the use,  possession or disposition of any portion of the
Property in any respect,  except for uses, possessions or dispositions which are
not material.

         Provided  that no Lease  Default or Lease  Event of Default  shall have
occurred and be continuing  and subject to the provisions of Articles VII, VIII,
IX and X hereof,  the Lessor hereby consents in each instance to such actions by
the Lessee as may be necessary in order to maintain any test, challenge,  appeal
or proceeding  for review  permitted to be maintained by the Lessee  pursuant to
this  Section  12.1,  in the name and  stead of the  Lessor  and as the true and
lawful  attorney-in-fact  of the Lessor with full power and authority to execute
documents on behalf of the Lessor for such  purposes,  but at the Lessee's  sole
cost and expense;  provided,  however,  that the Lessee  indemnifies  the Lessor
Parties with respect to any such action.

         The  Lessor  shall,  at the  written  request  of the Lessee and at the
Lessee's  sole  cost  and  expense,  execute  and  deliver  to the  Lessee  such
authorizations  and other documents as may be reasonably  required in such test,
challenge,  appeal or proceeding. The Lessor will not be required to join in any
proceedings  pursuant to this Section 12.1 unless a provision of any  Applicable
Law requires that such proceedings be brought by or in the name of the Lessor or
it is customary in the applicable  jurisdiction  for the title holder to join in
such  proceedings;  and in that event the Lessor will join in the proceedings or
permit them or any part  thereof to be brought in its name if and so long as (1)
the Lessee has not elected the Remarketing Option, (2) no Lease Default or Lease
Event of Default shall have  occurred and be continuing  and (3) the Lessee pays
all related  expenses and indemnifies each of the Lessor Parties with respect to
such proceedings.



                                       13
<PAGE>
                                                                    Master Lease

                                  ARTICLE XIII
                                    INSURANCE

         Section 13.1. Description of Required Coverage.

         (a)  Coverage  Prior  to  the  Final   Completion   Date.   During  the
Construction  Period,  the Lessee shall  purchase  and  maintain  the  insurance
policies and coverages, and shall comply with all insurance requirements, as set
forth in the Construction Agency Agreement,  including,  but not limited to, the
Additional Construction Period Insurance.

         (b) Coverage  after Final  Completion.  During the Base Lease Term, the
Lessee shall, at its own expense, maintain insurance as set forth herein (or the
Guarantor in lieu of the Lessee)  will  purchase  and  maintain,  or cause to be
purchased and maintained, insurance described below with respect to the Property
in such amounts,  with such deductibles or self-insurance  amounts,  and in such
forms as is customary of corporations  engaged in the same or similar  business,
but in no event  less than that  maintained  with  respect  to other  facilities
similar to the Improvements or operated by the Guarantor:

                  (i) Property  Insurance:  Insurance  for the full  replacement
         cost (without depreciation) against physical damage to the Improvements
         (with  a  deductible   or   self-insured   retention  of  $100,000  per
         occurrence) caused by perils now or hereafter embraced by or defined in
         an "all risks" insurance policy,  including,  but not limited to, fire,
         lightning,  windstorm,  hail,  explosion,  riot  and  civil  commotion,
         vandalism and malicious  mischief,  and smoke,  with coverage for flood
         and earthquake to the extent available on commercially reasonable terms
         for the Lessee.

                  (ii) Commercial  General  Liability  Insurance:  Comprehensive
         general  liability  (including  contractual,  completed  operations and
         product   liability)   insurance   against  claims  for  bodily  injury
         (including  death) and third party property damage  occurring on, in or
         in respect of the Land and Improvements or resulting from activities on
         or  related  to the  Land  and  Improvements  and  other  property  and
         improvements  of the  Guarantor  and its  Subsidiaries,  in the minimum
         amount of $50,000,000, per occurrence and in the annual aggregate, with
         a  deductible  or   self-insured   retention  which  shall  not  exceed
         $1,000,000  per  occurrence  without the prior written  approval of the
         Consenting  Parties;  in no event shall such insurance be provided on a
         claims made coverage basis; and

                  (iii) Workers' Compensation  Insurance:  Workers' compensation
         insurance at statutory  levels and  employers'  liability  insurance or
         self-insurance as permitted by Law.

         All  insurance  required  under this  Section  13.1 shall be written by
companies that are recognized  national or international  insurers having claims
paying  ability  ratings  of at least "A minus" in the most  recent  edition  of
Best's Key Rating Guide,  or similar ratings by other rating services and BBB by
S&P.

         (c) Required  Endorsements,  etc. The  insurance  referred to in clause
(b)(i) for the Property (as  appropriate)  may be a blanket policy and shall (i)
at all  times be in an amount at least  equal to the  Improvements  Construction
Cost;  (ii)  name the  Agent as loss  payee  and the  other  Lessor  Parties  as
additional  insureds  (collectively,   the  "Insured  Loan  Parties")  as  their


                                       14
<PAGE>
                                                                    Master Lease

respective interests may appear; (iii) provide that the interests of the Insured
Loan Parties shall be insured regardless of any intentional or willful breach or
violation by the Lessee or the  Guarantor  of any  warranties,  declarations  or
conditions  contained in such insurance;  (iv) provide that such insurance shall
not be  invalidated  by any act,  omission  or  negligence  of the  Lessee,  the
Guarantor,  the Lessor,  or the Insured Loan Parties nor by any  foreclosure  or
other  proceedings or notices thereof  relating to the Property (as appropriate)
or any part thereof,  nor by legal title to, or ownership of the Property or any
part thereof becoming vested in or by the Lessor or its agents, nor by occupancy
or use of the  Property or any part  thereof for purposes  more  hazardous  than
permitted by such policy;  and (v) subject to Section 13.4 hereof,  provide that
all partial loss insurance claims pertaining to the Property (as appropriate) or
any part thereof shall be adjusted by the insurers thereunder with the Lessee.

         All policies of insurance required to be maintained  pursuant to clause
(b)(ii) which cover liability for bodily injury or property damage shall provide
that all  provisions of such  insurance,  except the limits of liability  (which
shall be applicable to all insureds as a group) and  insurance  premiums  (which
shall be solely a liability of the Lessee),  shall operate in the same manner as
if there were a separate  policy  covering each such insured  and/or  additional
insured,  without right of  contribution  from any other  insurance which may be
carried by an insured and/or additional insured.

         Every policy  required  under clause (a) and clause (b) above shall (i)
expressly  provide that it will not be canceled or terminated except upon thirty
(30) days' written notice (or in the case of  non-payment  of premium,  ten (10)
days' written notice) to the Lessor, and the Insured Loan Parties; (ii) name the
Insured Loan Parties as additional  insureds,  as their respective interests may
appear;  (iii)  provide  that the  interests  of the Lessor and the Insured Loan
Parties shall be insured  regardless  of any  intentional  or willful  breach or
violation by the Lessee or the  Guarantor  of any  warranties,  declarations  or
conditions  contained in such insurance;  (iv) provide that such insurance shall
not be  invalidated  by any act,  omission  or  negligence  of the  Lessee,  the
Guarantor, the Lessor or any of the other Lessor Parties, nor by any foreclosure
or other  proceedings  or notices  thereof  relating to the Property or any part
thereof,  nor by legal  title to, or  ownership  of,  the  Property  or any part
thereof  becoming vested in or by the Lessor or its agents,  nor by occupancy or
use of the  Property  or any part  thereof  for  purposes  more  hazardous  than
permitted  by such  policy;  (v)  except for  liability  coverage  and  workers'
compensation  insurance,  include a waiver of all rights of subrogation  against
the Lessor and the Insured Loan Parties and any recourse  against the Lessor and
the Insured Loan Parties for payment of any  premiums or  assessments  under any
policy;  (vi) provide  that such  insurance is primary with respect to any other
policies of insurance  covering the  Improvements or any part thereof carried by
or available to the Lessor or the Insured Loan Parties;  (vii) expressly provide
that all payments of insurance  proceeds shall be made payable to the Lessee and
the Agent for the benefit of the Lessor  Parties as co-payees.  The Lessee shall
advise the Lessor promptly of any policy  cancellation  or any change  adversely
affecting the coverage provided thereby.

         Section 13.2.  Delivery of Certificate  of Insurance.  The Lessee shall
deliver to the Lessor the  certificate of insurance  evidencing the existence of
all insurance which is required to be maintained by the Contractor or the Lessee
hereunder,  such  delivery to be made (i) as  provided  in  Sections  6.1(q) and
6.3(g) of the  Participation  Agreement,  (ii) within thirty (30) days after the
issuance of any additional  policies or amendments or supplements to any of such


                                       15
<PAGE>
                                                                    Master Lease

insurance,  and (iii) upon  issuance  of any such  insurance.  The Lessee  shall
notify the Lessor and the other  Insured Loan Parties of any  nonrenewal  of any
policy  required  hereunder  and shall  cause each  insurer  under  each  policy
required hereunder to give the Lessor notice of any lapse under any such policy.
The Lessee shall not obtain or carry separate  insurance  concurrent in form, or
contributing  in the event of loss,  with that  required  by this  Article  XIII
unless the Agent is named as loss  payee and the  Lessor  and the other  Insured
Loan  Parties  are  named as  additional  insureds  therein.  The  Lessee  shall
immediately  notify the Lessor and the other  Insured Loan Parties  whenever any
such  separate  insurance  is  obtained  and shall  deliver  to the  Lessor  the
certificates  of  insurance  and any other  documentation  (other  than  blanket
policies) required by the Lessor evidencing the same as is required hereunder.

         Section   13.3.  No  Negation  of  Certain   Other   Obligations.   The
requirements of this Article XIII shall not be construed to negate or modify any
obligations of the Lessee and the Guarantor under the Operative Documents.

         Section  13.4.  Adjustment  and  Disbursement  of  Proceeds,  etc.  All
insurance  proceeds in respect of any loss or occurrence  for which the proceeds
related  thereto,  in the absence of the occurrence  and  continuance of a Lease
Default or Lease  Event of Default,  which are  payable to the Lessee,  shall be
adjusted  by the  Lessee  and such  proceeds  (other  than  liability  insurance
proceeds)  shall  be made  available  by the  Lessor  to the  Lessee  (with  the
endorsement  of the Agent as co-payee)  for the sole purpose of  reconstruction,
repair or refurbishment of the Property;  provided,  however,  that in the event
that (i) such reconstruction,  repair or refurbishment cannot be completed prior
to the end of the Lease  Term,  or (ii) the Lessee  shall  elect not to use such
proceeds for the  reconstruction,  repair or refurbishment  of the Property,  or
(iii)  if a Lease  Default  or  Lease  Event  of  Default  has  occurred  and is
continuing,  then such proceeds shall be adjusted  solely by the Lessor and held
by the Agent for application in accordance  with Article XIV or XVII hereof,  as
applicable.

         Section 13.5. No Insurance by the Lessor,  Note Purchaser,  the Conduit
Agent or the  Agent.  At any time,  each of the  Lessor  Parties  may at its own
expense carry insurance with respect to its interest in the Improvements; except
that such insurance  shall not interfere  with the Lessee's or the  Contractor's
ability to insure the Improvements as required by this Article XIII or adversely
affect the Lessee's insurance or the cost thereof,  or the ability of the Lessee
or the  Contractor  to  collect a claim  under any such  insurance  policy.  Any
insurance  payments  received  from  policies  maintained  by any of the  Lessor
Parties  pursuant  to the  previous  sentence  shall be  retained by such Lessor
Party, as the case may be, without reducing or otherwise  affecting the Lessee's
obligations hereunder.

                                  ARTICLE XIV
                    RISK OF LOSS; CASUALTY AND CONDEMNATION;
                              ENVIRONMENTAL MATTERS

         Section  14.1.  Risk  of  Loss,   Damage  or  Destruction   During  the
Construction  Period.  Subject to the provisions of this Article XIV, during the
Construction  Period,  to the extent  arising as a result of any Lessee  Party's
actions or failures to act, the risk of loss of or decrease in the enjoyment and
beneficial use of the Property as a result of the damage or destruction  thereof
by fire, the elements,  casualties,  thefts, riots, wars or otherwise is assumed
by the Lessee. In


                                       16
<PAGE>
                                                                    Master Lease

addition,  during the Construction  Period, so long as no Lease Default or Lease
Event of Default shall have occurred,  and to the extent not arising as a result
of any  Lessee  Party's  actions  or  failures  to act,  the  risk of loss of or
decrease in the enjoyment and beneficial use of the Property arising solely as a
result of (a) an Unwind Event (the  occurrence  of which shall have been finally
determined and not subject to appeal) or (b) an Event of Loss, shall be borne by
the Lessor;  provided,  however,  with respect to any Unwind  Event,  the Lessor
shall be entitled to receive all Unwind  Proceeds and the Maximum  Unwind Amount
payable to the Lessor,  and with respect to any Event of Loss,  the Lessor shall
be entitled to all Casualty  Proceeds or Condemnation  Proceeds related thereto.
Notwithstanding  the  foregoing,  if the Lessee chooses to exercise the Purchase
Option after the occurrence of such an Unwind Event or Event of Loss, the Lessor
shall be entitled to receive the full Purchase  Option Price pursuant to Section
18.1 hereof.

         Section 14.2. Risk of Loss, Damage or Destruction During the Base Lease
Term or Following the  Occurrence  and  Continuance  of a Lease Default or Lease
Event of  Default or To the  Extent  Arising as a Result of Any of the  Lessee's
Actions  or  Failures  To Act.  During  the  Base  Lease  Term,  and  under  all
circumstances  during the entire Lease Term upon the occurrence and  continuance
of a Lease  Default or Lease  Event of  Default  or to the  extent  arising as a
result of any Lessee Party's  actions or failures to act, the risk of loss of or
decrease in the enjoyment and  beneficial use of the Property as a result of the
damage or destruction thereof by fire, the elements,  casualties, thefts, riots,
wars or other acts of God,  taking,  destruction,  confiscation,  requisition or
commandeering,  partial  or  complete,  of or to the  Improvements  and any part
thereof,  however caused or  occasioned,  shall be borne by the Lessee until the
Property has been  returned to the Lessor in accordance  with the  provisions of
this  Master  Lease or has been  purchased  by the Lessee or  another  Person in
accordance  with the provisions of this Master Lease.  The Lessee agrees that no
occurrence  specified in the preceding  sentencing shall impair,  in whole or in
part,  any  obligation  of the Lessee  under this Master  Lease,  including  the
obligation to pay Basic Rent and Supplemental Rent.

         Section 14.3. Casualty and Condemnation.

         (a) Subject to the provisions of this Article XIV,  including,  without
limitation,  Section 14.1 and the second  paragraph of this Section  14.3,  and,
during the  Construction  Period,  to  Section  3.2 of the  Construction  Agency
Agreement,  if all or a portion of the Property is damaged or destroyed in whole
or in part by a Casualty (other than a Casualty  constituting an Event of Loss),
any insurance  proceeds under the Lessee's policies payable with respect to such
Casualty  shall be paid  directly to the Lessee  (subject to the  provisions  of
Section 13.1 of this Master Lease), or if received by any of the Lessor Parties,
shall be paid over to the Lessee, for the reconstruction,  refurbishment and for
repair of the Property and if the use,  access,  occupancy,  easement  rights or
title to the  Property  or any part  thereof is the  subject  of a  Condemnation
(other than a  Condemnation  constituting  an Event of Loss),  then any award or
compensation  relating thereto shall be paid to the Lessee.  All amounts held by
the Lessor or any other  Lessor Party on account of any award,  compensation  or
insurance  proceeds  either paid  directly to any Lessor Party or turned over to
any Lessor Party, in each case in accordance with the preceding sentence,  shall
(in the  absence of any Lease  Default or Lease Event of Default) be paid to the
Lessee for the  repair of damage  caused by such  Casualty  or  Condemnation  in
accordance with clause (d) of this Section 14.3.


                                       17
<PAGE>
                                                                    Master Lease

         Notwithstanding  the foregoing,  if any Lease  Default,  Lease Event of
Default,  Acceleration Event or Unmatured Acceleration Event shall have occurred
and be continuing, any award, compensation or insurance proceeds described above
shall be paid directly to the Agent or, if received by the Lessee, shall be held
in trust for the  Agent and shall be paid over by the  Lessee to the Agent to be
distributed by the Agent in accordance  with the relevant  provisions of Article
XI of the Participation Agreement.  Furthermore, if any Lease Default shall have
occurred and  continuing,  any such award,  compensation  or insurance  proceeds
shall be paid directly to the Agent or, if received by the Lessee, shall be held
in trust by the  Lessee  for the  benefit  of the Agent and shall be paid to the
Agent for deposit in an Eligible  Account  until (i) such Lease Default has been
cured,  in  which  case  such  money  shall be paid to the  Lessee  for the uses
described  in the first  sentence  of this  Section  14.3(a)  or (ii) such Lease
Default  becomes a Lease  Event of Default,  in which case,  such money shall be
distributed in accordance with the preceding sentence.

         (b) The  Lessee may appear in any  proceeding  or action to  negotiate,
prosecute,  adjust or appeal any claim for any award,  compensation or insurance
payment  on  account  of any such  Casualty  or  Condemnation  and shall pay all
expenses thereof. At the Lessee's  reasonable request,  and at the Lessee's sole
cost and expense,  the Lessor Parties shall  participate in any such proceeding,
action, negotiation,  prosecution or adjustment. The Lessor and the Lessee agree
that this Master Lease shall  control the rights of the Lessor and the Lessee in
and to any such award or compensation payment.

         (c) If the Lessor or the Lessee shall receive  notice of a Casualty for
which  the  reasonable   anticipated  cost  of  restoration  equals  or  exceeds
$1,000,000 (whether individually or in the aggregate with all other Improvements
affected by the event giving rise to such Casualty) or of an actual,  pending or
threatened  Condemnation  of any Land or  Improvements  or any interest  therein
(other than an interest which is not material), the Lessor or the Lessee, as the
case may be, shall give notice  thereof to the other party and to Agent who will
in turn  notify the other  Lessor  Parties  promptly  after the  receipt of such
notice.

         (d)  If  neither  the  Lessor  nor  any  Lessor  Party   exercises  its
termination  rights  pursuant to Section 16.1 hereof below following an Event of
Loss,  this  Master  Lease shall  continue in full force and effect  following a
Casualty or Condemnation that occurs after Final  Completion,  the Lessee shall,
at  its  sole  cost  and  expense  (and,  without  limitation,   if  any  award,
compensation  or insurance  payment is not  sufficient  to restore such affected
Improvement  in  accordance  with this  clause  (d),  the  Lessee  shall pay the
shortfall),  promptly and diligently repair any damage to the Property caused by
such Casualty or Condemnation  in conformity  with the  requirements of Sections
8.3, 9.2 and 10.2 hereof,  so as to restore the Property to at least the same or
similar condition, operation, function and value as existed immediately prior to
such Casualty or Condemnation with such Modifications as the Lessee may elect in
accordance with Section 10.2 hereof. In such event, title to such Property shall
remain  with  the  Lessor  subject  to the  terms  of this  Master  Lease.  Upon
completion  of  such  restoration,  the  Lessee  shall  furnish  the  Lessor  an
architect's  certificate  of substantial  completion or a Responsible  Officer's
Certificate confirming that such restoration has been completed pursuant to this
Master Lease.

         (e) In no event shall a Casualty or  Condemnation  affect the  Lessee's
obligations  to pay Basic Rent or  Supplemental  Rent  pursuant  to Section  3.1
hereof or  otherwise to perform its


                                       18
<PAGE>
                                                                    Master Lease

obligations and pay any amounts due on the Lease Termination Date or pursuant to
Articles XVII, XVIII and XIX hereof.

         (f) Any excess Casualty  Proceeds or Condemnation  Proceeds received by
the Lessor or any of the other  Lessor  Parties  in  respect  of a  Casualty  or
Condemnation constituting an Event of Loss with respect to the Property shall be
turned over to the Agent for  application  in accordance  with the provisions of
Section 11.4 of the Participation  Agreement;  provided,  however, if the Lessee
elects to exercise its right to purchase  the Property  pursuant to Section 17.6
hereof,  then such excess  proceeds shall be not be applied  pursuant to Section
11.4 of the Participation  Agreement and instead, be returned to the Lessee upon
payment of the full  purchase  price for the  Property  pursuant to Section 17.6
hereof.

         Section 14.4. Environmental Matters.

         (a)  Remediation  of  Environmental  Claims.  The Lessee shall,  at the
Lessee's sole cost and expense,  promptly and  diligently  commence any Remedial
Action  necessary  to remove,  clean up or remediate  all Adverse  Environmental
Conditions and all  Environmental  Claims relating to the Property in accordance
with the terms of Section 8.3,  unless the Early  Termination  Date has occurred
with respect thereto in accordance with Section 16.2.

         (b) Notices and Reports Concerning  Environmental  Matters.  The Lessee
shall promptly, but in any event within fifteen (15) Business Days from the date
the Lessee has actual knowledge  thereof,  provide to the Agent on behalf of the
Lessor Parties written notice of any pending Adverse Environmental  Condition or
Environmental  Claim  relating to the Property for which the  Remediation  Costs
could reasonably be expected to exceed, or where the aggregate costs of all such
matters could  reasonably be expected to exceed,  $2,000,000,  or of any Release
(in quantities or in a manner that may violate  applicable  Environmental  Laws)
on,  at,  under or from  the  Property.  All  such  notices  shall  describe  in
reasonable detail the Adverse Environmental  Condition,  Environmental Claim, or
Release  and the  nature of the claim,  action or  proceeding  and the  Lessee's
proposed response thereto. In addition, the Lessee shall provide to the Agent on
behalf of the Lessor Parties within ten (10) Business Days of receipt, copies of
all  written  communications  with any  Governmental  Authority  relating to any
Adverse  Environmental  Condition or Environmental  Claim in connection with the
Property  with respect to which the claims  described  in the first  sentence of
this Section  14.4(b are pending.  The Lessee shall also  promptly  provide such
detailed reports of any Adverse Environmental  Condition or Environmental Claims
relating to the Property as may  reasonably be requested by the Lessor  Parties.
In  the  event  that  the  Lessor   receives   written  notice  of  any  Adverse
Environmental Condition,  Environmental Claim or any Release on or in connection
with the Property,  the Lessor shall  promptly give notice thereof to the Lessee
and the other Lessor Parties.

         Upon completion of any required  Remedial Action of such  Environmental
Claims by the  Lessee,  the Lessee  shall  provide to the Agent on behalf of the
Lessor  Parties  (i) a report  by a  consultant  reasonably  acceptable  to such
parties describing such Adverse Environmental Conditions or Environmental Claims
and the actions  taken by the Lessee (or its agents) in response to such Adverse
Environmental  Conditions  or  Environmental  Claims,  (ii) a  statement  by the
consultant that such Adverse  Environmental  Conditions or Environmental  Claims
have been  remedied in compliance  with all  applicable  Environmental  Law, and
(iii) a "No Further


                                       19
<PAGE>
                                                                    Master Lease

Action" letter or similar documentation by an applicable Governmental Authority,
if applicable and available in a reasonable time and at reasonable expense.  The
Lessee  shall  provide the Agent on behalf of the Lessor  Parties with copies of
each such document promptly  following its preparation or receipt by the Lessee.
Each  Environmental  Claim and Adverse  Environmental  Condition relating to the
Property  shall,  regardless  of the cost of its  remediation,  be  remedied  in
accordance  with the terms of Section 8.3 hereof prior to the Lease  Termination
Date  unless  the  Property  shall  have been  purchased  by the  Lessee (or its
designee) in accordance with Article XVI or Section 18.1 hereof.

         (c) Upon the request of the  Lessor,  at any time and from time to time
after the occurrence of a Lease Event of Default under Section 17.1 hereof or at
such other time as the Lessor has  reasonable  grounds to believe that Hazardous
Substances  have been  Released,  stored  (in  quantities  or a manner  that may
violate Environmental Laws) or disposed of on or around the Property or that the
Property  may be in  violation  of the  Environmental  Laws,  the  Lessee  shall
provide,  at the Lessee's sole  expense,  an inspection or audit of the Property
prepared by a  hydrogeologist  or  environmental  engineer or other  appropriate
consultant  reasonably  approved by the Agent on behalf of the Lessor indicating
the presence or absence of Hazardous  Substances on the Property.  If the Lessee
fails to provide such  inspection  or audit  within  thirty (30) days after such
request,  the Lessor may order the same,  and the  Lessee  hereby  grants to the
Lessor  access to the Property  and an  irrevocable  license to  undertake  such
inspection or audit.  The cost of such  inspection or audit shall be paid by the
Lessee.

         (d) No  Reduction  of Other  Obligations.  Nothing in this  Article XIV
shall reduce or limit the Lessee's other  obligations  under the other Operative
Documents.

                                   ARTICLE XV
                          GRANT OF LIEN; FORECLOSURE OF
                      LESSEE'S INTEREST; FURTHER ASSURANCES

         Section 15.1. Grant of Lien by the Lessee,  Foreclosure of the Lessee's
Interest.

         (a) The Lessee hereby mortgages,  grants,  bargains,  sells,  releases,
confirms,  conveys,  assigns,  transfers and sets over to First  American  Title
Insurance  Company,  as deed of  trust  trustee  (together  with  all  successor
trustees, the "Trustee") IN TRUST, WITH POWER OF SALE, and grants to the Trustee
a security interest in, and all of the Lessee's right, title and interest in and
to, the Property,  including, without limitation, all buildings,  structures and
other  improvements,  and all  fixtures  and  other  property  now or  hereafter
attached to or affixed to the Land, and any additions and alterations thereto or
replacements  thereof,  now or hereafter built,  constructed or located upon the
Land, all rents,  additional rents,  issues,  income,  revenues,  distributions,
royalties  and profits now or in the future  payable in respect of the Property,
together  with all of the  right,  power and  authority  of the Lessee to alter,
modify or change the terms,  conditions  and provisions of this Master Lease and
any other lease pertaining to the Property,  to consent to any request made by a
tenant or landlord  pursuant thereto,  or to surrender,  cancel or terminate the
same or to  accept  any  surrender,  cancellation  or  termination  of the same,
together with all of the options,  rights,  powers and  privileges of the Lessee
under any lease  pertaining  to the  Property,  whether  heretofore or hereafter
existing,  including, without limitation, the rights and options to purchase the
Property  contained in Article XVIII  hereof,  and all present


                                       20
<PAGE>
                                                                    Master Lease

and future  right,  title and  interest of the Lessee in and to (i) all refunds,
tax abatement agreements,  rebates, reserves, deferred payments,  deposits, cost
savings,  awards  and  payments  of any  kind  due  from or  payable  by (A) any
Governmental  Authority,  or (b) any insurance or utility company,  in each case
under clause (A) or (B) above in respect of the Property,  and (ii) all refunds,
rebates  and  payments  of any  kind  due from or  payable  by any  Governmental
Authority for any taxes,  assessments,  or  governmental  or  quasi-governmental
charges or levies  imposed upon the Lessee in respect of the  Property,  and all
plans and specifications, designs, drawings and other information, materials and
matters  heretofore  or  hereafter  prepared  relating  to the  Property  or any
construction  on the Land,  and all  additional  estates,  rights and  interests
hereafter  acquired  by the  Lessee  in all or any of the  Land  or any  portion
thereof,  together with all proceeds  (including claims and demands therefor) of
the conversion,  whether voluntary or involuntary,  of any of the foregoing into
cash or other  liquidated  claims,  including  without  limitation,  all awards,
payments or proceeds,  including interest thereon,  and the right to receive the
same,  which may be made as a result of any casualty,  any exercise of the right
of eminent domain or deed in lieu thereof,  any injury to any Improvements,  and
any defect in title to the Property or other matter  insured under any policy of
title insurance, together with attorney's fees, costs and disbursements incurred
by the Lessor in connection  with the  collection  of such awards,  payments and
proceeds,  and the Lessee  further  grants to the  Trustee  and the  Lessor,  as
applicable,  pursuant to the UCC of the State of California, a security interest
in all present and future right,  title and interest of the Lessee in and to any
portion of the Improvements  for which a security  interest may be created under
the UCC.

         TO HAVE AND TO HOLD the same  whether  now  owned or held or  hereafter
acquired unto the Trustee,  and its  successors and assigns  forever,  IN TRUST,
WITH POWER OF SALE, to secure to the Lessor the payment and  performance  of the
obligations  under the  Operative  Documents  (other  than the  Guaranty)  which
directly relate to or are a benefit to the rights afforded to the Lessor Parties
under the Operative  Documents  (other than the Guaranty),  provided always that
these presents are upon the express  condition that, if all amounts owing to the
Lessor Parties under this Master Lease and the other  Operative  Documents shall
have been paid and  satisfied  in full,  then,  this  instrument  and the estate
hereby  granted  shall  cease  and  become  void  and  shall  be  cancelled  and
surrendered.  In no event  shall this  Master  Lease be deemed or  construed  to
secure the Guaranty.

         This Master  Lease  secures  all present and future loan  disbursements
made by the Lessor to the Lessee pursuant to the  Participation  Agreement,  the
Note Purchase  Agreement,  the Notes,  the Equity  Investment and all other sums
from time to time owing to the Lessor  Parties  under this Master  Lease and the
other Operative Documents (other than the Guaranty).

         (b) In the  context of the  exercise of  remedies  under the  Operative
Documents,  including,  without  limitation,  in the case of any  insolvency  or
receivership  proceedings or a petition under the United States  bankruptcy laws
or any other  applicable  insolvency  laws or statute  of the  United  States of
America  or any State or  Commonwealth  thereof  affecting  the  Lessee  and the
Lessor, or any enforcement or collection actions, the transactions  evidenced by
this Master Lease are loans made by the Lessor as  unrelated  third party lender
to the  Lessee  secured  by  all of the  Property,  all to  secure  such  loans,
effective on the date hereof.


                                       21
<PAGE>
                                                                    Master Lease

         (c) In the event of the  occurrence  of a Lease Event of Default,  then
the entire  Outstanding Lease Balance together with all accrued and unpaid Basic
Rent and Supplemental Rent shall, subject to the Participation Agreement, at the
option of the  Lessor  and  notice to the  Lessee,  immediately  become  due and
payable for all  purposes,  whether or not due according to the maturity date or
dates thereof;  and all other  indebtedness,  the payment of which is secured by
this  Master  Lease,  shall  likewise  become  due and  payable.  Subject to the
Participation  Agreement,  the Lessor and the other  Lessor  Parties and each of
them are authorized  prior or subsequent to the  institution of any  foreclosure
proceedings to enter upon the Property or any part thereof,  to take  possession
of all or  any  of the  Property  or  any  part  thereof  and  exercise  without
interference  from the  Lessee,  any and all  rights  which the  Lessee has with
respect to the management,  possession, operation, protection or preservation of
the Property.

         (d) Subject to Article XI of the Participation  Agreement,  and subject
to applicable law, upon the request of the Lessor, the Trustee is hereby granted
a power of sale and may sell the  Property,  or such  part or parts  thereof  or
interests therein as the Lessor may select, after first having given such notice
of hearing as to  commencement  of  foreclosure  proceedings  and obtained  such
findings or leave of court as then may be required by law and then having  given
such notice and advertised the time and place of such place of such sale in such
manner as then may be  provided  by law,  and upon such sale and any  resale and
upon compliance with the law then relating to foreclosure proceedings, to convey
title to the purchaser.  Following a foreclosure sale, the Trustee shall deliver
or cause to be delivered to the  purchaser  the  Trustee's  deed,  assignment of
lease and/or bills of sale or other conveyance  documents as necessary to convey
the property so sold without any covenant or warranty, express or implied.

         (e) No action of the Lessor or the  Trustee  based upon the  provisions
contained herein or based upon applicable law,  including,  without  limitation,
the giving of a notice of default or election to sell or a notice of sale, shall
constitute an election of remedies which would preclude the Lessor from pursuing
judicial  foreclosure  before a  completed  sale  pursuant  to the power of sale
contained herein. The Lessor shall have the right, with the irrevocable  consent
of the Lessee hereby given and  evidenced by the  execution of this  instrument,
following the occurrence of a Lease Event of Default to obtain  appointment of a
receiver by any court of competent  jurisdiction  without  further notice to the
Lessee, to the fullest extent permitted by law, as a matter of right and without
regard to, or the  necessity to  disprove,  the adequacy of the security for the
Obligations or the solvency of the Lessee or any other  obligor,  and the Lessee
to the fullest  extent  permitted by law  irrevocably  waives such necessity and
consents to such appointment,  without notice. Said receiver shall be authorized
and empowered, to the extent permitted by applicable law, to enter upon and take
possession of any or all of the Property,  including all personal  property used
upon or in connection  with the Property herein  conveyed,  to let any or all of
the Property, to receive all the rents, issues and profits, if any, which may be
due or become due in respect to the  leasing of the  Property  to another  party
("Property Rents"),  and apply the Property Rents after payment of all necessary
charges and  expenses to  reduction  of the related  Obligations  in such order,
proportion  and  priority  as provided in the  Participation  Agreement.  At the
option of the Lessor,  to the extent  permitted by applicable law, said receiver
shall accomplish entry and taking possession of the Property by actual entry and
possession or by notice to the Lessee. Said receiver shall be empowered to issue
receiver's  certificates  for funds  advanced  by the Lessor for the  purpose of
protecting  the value of the Property as security  for the related  Obligations.
The amounts  evidenced by  receiver's  certificates  shall bear  interest at the


                                       22
<PAGE>
                                                                    Master Lease

Overdue  Rate and may be added to the  related  Obligations  if the  Lessee or a
junior  lienholder  purchases  any  or all of the  Property  at a  trustee's  or
foreclosure  sale. The Lessor shall not be obligated to require the  appointment
of a receiver or conservator for the Property either pending a foreclosure  sale
or otherwise,  irrespective of whether or not the Property is adequate  security
for the Secured Obligations.

         (f) The  Trustee  or any  successor  acting  hereunder  may  resign and
thereupon be  discharged  of the trusts  hereunder  upon thirty (30) days' prior
written notice to the Lessor.  Regardless of whether Trustee resigns, the Lessor
may,  from time to time,  substitute  a successor or  successors  to any Trustee
named herein or acting  hereunder in accordance  with any  applicable  statutory
procedure  for such  substitution;  or if the Lessor,  in its sole and  absolute
discretion,  so elects,  and if permitted by law, the Lessor may substitute such
successors or  successors  by recording,  in the office of the clerk or recorder
(as  applicable)  of the county or counties  where the  Property  is located,  a
document  executed by the Lessor and containing the name of the original  Lessee
and Lessor  hereunder,  the book and page where the  memorandum  of this  Master
Lease is recorded (and/or  instrument number, as applicable) and the name of the
new Trustee,  which instrument shall be conclusive proof of proper  substitution
of such successor Trustee or Trustees,  who shall,  without  conveyance from the
predecessor Trustee,  succeed to the rights, powers and duties hereunder.  It is
acknowledged  that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT.  A POWER
OF SALE MAY ALLOW THE TRUSTEE TO TAKE  POSSESSION  OF ANY OR ALL OF THE PROPERTY
AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE
LESSEE UNDER THIS INSTRUMENT.

         (g) One or more  exercises  of the  powers  herein  granted  shall  not
extinguish  nor exhaust  such powers  until all of the Property has been sold or
until the entire amounts  evidenced  and/or secured by this Master Lease and the
other Operative Documents are paid in full.

         (h) With respect to that portion of the Property  constituting personal
property, for the purpose of securing the Lessee's obligations for the repayment
of the above-described  obligations: (i) this Master Lease shall be deemed to be
a security agreement and financing  statement within the meaning of Article 9 of
the UCC; (ii) the  conveyance  provided for in this Master Lease shall be deemed
to be a grant by the Lessee to the Lessor,  of a lien and  security  interest in
all of the Lessee's present and future right,  title and interest in and to such
portion of the Property,  including,  but not limited to, the Lessee's leasehold
estate therein and all proceeds of the conversion,  voluntary or involuntary, of
the foregoing into cash, investments,  securities or other property,  whether in
the form of cash,  investments,  securities  or other  property  to secure  such
obligations, effective on the date hereof, to have and to hold such interests in
the  Property  unto  the  Lessor  and its  successors  and  assigns;  (iii)  the
possession by the Lessor of notes and such other items of property as constitute
instruments,  money, negotiable documents or chattel paper shall be deemed to be
"possession  by the secured  party" for  purposes  of  perfecting  the  security
interest pursuant to Section 9-305 of the UCC; and (iv) notifications to Persons
holding such  property,  and  acknowledgments,  receipts or  confirmations  from
financial intermediaries,  bankers or agents (as applicable) of the Lessee shall
be  deemed to have  been  given for the  purpose  of  perfecting  such  security
interest under  applicable law. The Lessee shall, to the extent  consistent with
this  Master  Lease,  and the Lessor  shall (at the sole cost and expense of the
Lessee) if so directed by the Agent,  take such  actions and  execute,  deliver,
file  and  record  such


                                       23
<PAGE>
                                                                    Master Lease

other documents,  financing statements,  continuation statements,  mortgages and
deeds of trust as may be necessary  to ensure that the security  interest in the
Property  created by this  Master  Lease are deemed to be a  perfected  security
interest  with priority  over all Liens other than  Permitted  Liens and will be
maintained as such throughout the Lease Term.

         (i) The remedies provided herein shall be cumulative and in addition to
(and not in  limitation  of) any  other  remedies  available  at law,  equity or
otherwise.  The only limitation upon the foregoing agreements as to the exercise
of remedies is that there shall be but one full and complete satisfaction of the
indebtedness secured hereby.

                                  ARTICLE XVI
                    TERMINATION OF LEASE UPON CERTAIN EVENTS
                          WITH RESPECT TO THE PROPERTY

         Section 16.1.  Termination upon Certain Events. If any of the following
occurs with respect to the Property:

         (a) an Event of Loss occurs during the Base Lease Term; or

         (b) a Material Adverse Environmental Condition exists;

the Lessor or any of the other Lessor Parties may give written notice (an "Early
Termination  Notice") to the Lessee that,  as a consequence  of such event,  the
Memorandum of Lease and this Master Lease are to be terminated,  then the Lessee
shall, at the Lessor's election be obligated to acquire the Lessor's interest in
the  Property  on the next  occurring  Basic Rent  Payment  Date that  occurs no
earlier  than  thirty (30) days and no more than ninety (90) days after the date
the  Lessee  receives  the Early  Termination  Notice by paying to the Lessor an
amount equal to the sum of (x) the Outstanding Lease Balance on the date of such
purchase,  plus  (y) all  accrued  and  unpaid  Basic  Rent on the  date of such
purchase,  plus  (z) all  Supplemental  Rent  due and  owing on the date of such
purchase after giving effect thereto.

         Section 16.2. Early Termination Procedures.  On the date of the payment
by the Lessee of the Outstanding Lease Balance and all other amounts then due in
accordance with Section 16.1 hereof (such date, the "Early  Termination  Date"),
the  Memorandum  of  Lease  covering  this  Master  Lease  shall  terminate  and
concurrently with the Lessor's receipt of such payment:

         (a) the  Lessor  shall  execute  and  deliver  to the Lessee (or to the
Lessee's designee), at the Lessee's cost and expense, a grant deed and a bill of
sale or other  appropriate  conveyance  instrument  with respect to the Property
containing  representations  and warranties of grantor  regarding the absence of
Lessor Liens and an assignment of the Lessor's  entire interest in the Property,
in each case in recordable  form and  otherwise in conformity  with local custom
and free and clear of the Lien of this Master Lease and the  Memorandum of Lease
covering the Property and any Lessor Liens attributable to the Lessor;

         (b) the  Property  shall be  conveyed  to the Lessee "AS IS" and in its
then present physical condition;


                                       24
<PAGE>
                                                                    Master Lease

         (c) the Lessor  shall,  at the Lessee's  sole cost and expense and as a
condition to the  Lessee's  obligation  to acquire the Lessor's  interest in the
Property,  (x) execute and deliver to the Lessee a statement of  termination  of
this Master Lease and the  Memorandum  of Lease and releases of any Liens on the
Property created by the Operative  Documents  attributable to the Lessor and (y)
obtain  terminations of any Liens on the Property which may be held by the Agent
or any other Lessor Party,  including,  in each case, termination statements for
any financing statements (to the extent relating to the Property) which are then
of record naming the Lessor,  the Agent or any other Lessor  Party,  as the case
may be, as the secured party with respect to the Property; and

         (d) in the case of a termination pursuant to clause (a) of Section 16.1
hereof,  the  Lessor  shall  convey to the  Lessee  any net  insurance  proceeds
therefor  received  by the Lessor or assign the  Lessor's  right to receive  all
insurance  proceeds with respect to the Casualty or Condemnation  giving rise to
the  termination  of this Master  Lease or at the  request of the  Lessee,  such
amounts shall be applied against sums due hereunder.

                                  ARTICLE XVII
                        EVENTS OF DEFAULT; UNWIND EVENTS

         Section  17.1.  Lease Events of Default.  The  occurrence of any one or
more  of the  following  events  (whether  such  event  shall  be  voluntary  or
involuntary  or come about or be effected by  operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any  administrative  or governmental  body) shall  constitute a
"Lease Event of Default":

         (a) the Lessee  shall fail to make any  payment of Basic Rent or in the
case of a purchase  pursuant to Section 18.1(a) or 16.1 hereof,  the Outstanding
Lease Balance,  Purchase Option Price or Maximum Recourse Amount within five (5)
Business Days of the due date thereof; or

         (b) the Lessee  shall fail to make  payment  of any  Supplemental  Rent
(other than  Supplemental  Rent  referred to in clause (a) of this Section 17.1)
within five (5) Business Days after receipt of written demand  therefor from the
Lessor or any assignee thereof; or

         (c) the  Lessee  shall fail on the Lease  Termination  Date to make any
payment of the Purchase  Option Price or, in the event the Lessee has elected to
remarket the Property and  satisfied  the  requirements  of Section 18.4 hereof,
Maximum Recourse Amount or Gross Remarketing Proceeds;

         (d) the Lessee  shall fail to maintain  the  insurance  required  under
Article  XIII  hereof,  shall  assign this Master Lease or sublease the Property
other  than in  accordance  with  Article  VI hereof or shall fail to observe or
perform any term, covenant or condition to be performed by it under Section 18.3
or 18.4  hereof,  or the  Guarantor  shall fail to observe or perform  any term,
covenant or condition to be performed by it under the Guaranty or Sections  8.1,
8.2 or 8.3 of the Participation  Agreement;  provided,  however, that during the
Base Lease Term, the Lessee's  failure to maintain the insurance  required under
Article  XIII  hereof  shall not  become a Lease


                                       25
<PAGE>
                                                                    Master Lease

Event of Default if the Lessee corrects such failure within one (1) Business Day
following such lapse or failure; or

         (e) the Lessee or the  Guarantor  shall fail to observe or perform  any
material term,  covenant or condition of the Lessee or the Guarantor  under this
Master Lease or any other  Operative  Document to which it is a party other than
those  described in this Section 17.1 and, in each such case, such failure shall
have  continued for thirty (30) days or such shorter  period as may be specified
in any other  Operative  Document after the earlier of (x) the date on which any
Responsible Officer of the Lessee having direct  responsibility for the Property
of the Lessee or the  Guarantor,  as  applicable,  shall have  actual  knowledge
thereof  and (y)  delivery  to the Lessee or the  Guarantor  of  written  notice
thereof from the Lessor; or

         (f) any  representation or warranty made by the Lessee or the Guarantor
in any of the  Operative  Documents  to  which  it is a party  shall  have  been
inaccurate at the time made, except for such inaccuracies or misstatements which
are not material,  and if capable of remedy,  shall remain unremedied for thirty
(30) days after the earlier of (x) the date on which any Responsible  Officer of
the Lessee having direct  responsibility for the Property or the Guarantor shall
have actual knowledge  thereof,  and (y) delivery to the Lessee or the Guarantor
of written notice thereof from the Lessor or any permitted assignee thereof; or

         (g) the Guarantor or any Material  Subsidiary  shall make an assignment
for the  benefit of  creditors,  or admit in  writing  its  inability  to pay or
generally  fail to pay its debts as they mature or become due, or shall petition
or apply for the  appointment  of a trustee or other  custodian,  liquidator  or
receiver of the Guarantor or any Material  Subsidiary or of any substantial part
of the assets of the Guarantor or any Material  Subsidiary or shall commence any
case or other  proceeding  relating to the Guarantor or any Material  Subsidiary
under any  bankruptcy,  arrangement,  insolvency,  dissolution or liquidation or
similar law of any  jurisdiction,  now or hereafter in effect, or shall take any
action to authorize or in furtherance  of any of the  foregoing,  or if any such
petition  or  application  shall be filed or any such  case or other  proceeding
shall be commenced  against the  Guarantor or any  Material  Subsidiary  and the
Guarantor  or any Material  Subsidiary  shall  indicate  its  approval  thereof,
consent thereto or acquiescence therein or if such petition or application shall
not have been  dismissed  within  forty-five  (45)  days  following  the  filing
thereof; or

         (h)  a  decree  or  order  is  entered  appointing  any  such  trustee,
custodian,  liquidator or receiver or adjudicating the Guarantor or any Material
Subsidiary  bankrupt or  insolvent,  or approving a petition in any such case or
other  proceeding,  or a decree or order for relief is entered in respect of the
Guarantor or any  Material  Subsidiary  in any  involuntary  case under  federal
bankruptcy laws as now or hereafter constituted; or

         (i) the Conduit  Agent shall have  delivered a Notice of Default to the
Lessee; or

         (j) any  provision  under any  Operative  Document  with respect to the
Property or the payment  obligations  of the Lessee or the Guarantor or any Lien
granted  under any Operative  Document  shall,  in whole or in part,  other than
solely as the result of an intentional act of a Lessor Party,  terminate,  cease
to be  effective  against,  or  cease  to be  the  legally  valid,  binding  and
enforceable obligation of, the Lessee or the Guarantor,  as the case may be, the
effect of which,  in


                                       26
<PAGE>
                                                                    Master Lease

any such  case,  shall  deprive  any  party to such  Operative  Document  of any
material benefits and rights intended to be created thereby, or Guarantor denies
or disaffirms its  obligations  under the Guaranty or, except as permitted under
any Operative  Document,  any Lien securing any Obligation shall, in whole or in
part, cease to be a perfected first priority Lien; or

         (k) the Lessee or the Guarantor shall directly or indirectly contest in
any manner the effectiveness,  validity, binding nature or enforceability of any
Operative Document or any Lien granted under any Operative Document; or

         (l) the Guarantor or any of its  Subsidiaries  shall (i) default in the
payment of any  portion of the  principal  of or  interest  on any  Indebtedness
(including,  without limitation,  payments under the Flatirons Lease) beyond any
grace period provided with respect  thereto,  or (ii) default in the performance
or  observance of any other term,  condition or agreement  contained in any such
obligation or in any agreement relating thereto if the effect of such default is
to cause,  or permit (or, with the giving of notice or lapse of time or both, to
cause or permit) the holder or holders of Indebtedness the aggregate outstanding
principal  amount of which is at least  $10,000,000  (or a trustee  on behalf of
holder or holders) to cause any such  Indebtedness  to become due (or be prepaid
or purchased) prior to its stated maturity; or

         (m) a final judgment for more than $10,000,000 in the aggregate (net of
acknowledged  insurance  proceeds  receivable)  shall be  rendered  against  the
Guarantor or any of its  Subsidiaries  and if within sixty (60) days after entry
thereof such judgment shall not have been discharged or execution thereof stayed
pending appeal; or

         (n) with respect to any  Guaranteed  Pension Plan, an ERISA  Reportable
Event shall have occurred and the Lessor Parties shall have  determined in their
reasonable  discretion that such event reasonably could be expected to result in
liability  of the  Guarantor  or any of its  Subsidiaries  to the  PBGC  or such
Guaranteed Pension Plan in an aggregate amount exceeding $500,000 and such event
in the  circumstances  occurring  reasonably  could  constitute  grounds for the
termination of such  Guaranteed  Pension Plan by the PBGC or for the appointment
by the appropriate  United States District Court of a trustee to administer such
Guaranteed  Pension Plan;  or a trustee shall have been  appointed by the United
States District Court to administer  such  Guaranteed  Pension Plan; or the PBGC
shall have instituted proceedings to terminate such Guaranteed Pension Plan;

         (o) with  respect  to any  Multi-Employer  Plan,  an event  shall  have
occurred  and the Lessor  Parties  shall  have  determined  in their  reasonable
discretion that such event  reasonably  could be expected to result in liability
of the Guarantor or any of its  Subsidiaries  in an aggregate  amount  exceeding
$500,000  and  such  event  in  the  circumstances  occurring  reasonably  could
constitute  grounds  for,  or result  in,  the  termination,  reorganization  or
insolvency of such Multi-Employer Plan;

         (p) Guarantor fails to pay amounts due under the Guaranty when due; or

         (q) a  Construction  Agency  Agreement  Event  of  Default  of the type
described  in clauses (a),  (d),  (e) or (f) of Section 6.1 of the  Construction
Agency Agreement occurs.


                                       27
<PAGE>
                                                                    Master Lease

         Section 17.2.  Remedies.  Upon the  occurrence  and  continuance of any
Lease  Event of  Default of the type  described  in clause (g) or (h) of Section
17.1, the Lessee shall immediately  become obligated to pay the then outstanding
amount of the  Outstanding  Lease  Balance  together with all accrued and unpaid
Basic Rent and Supplemental Rent, without presentment,  demand,  protest, notice
of acceleration  or other notice of any kind, all of which are hereby  expressly
waived,  anything  in this  Agreement  or any other  Operative  Document  to the
contrary notwithstanding.  Upon written notice by the Lessor to the Lessee after
the occurrence and  continuance of any other Lease Event of Default,  the Lessee
shall  immediately  become obligated to pay the then  outstanding  amount of the
Outstanding  Lease  Balance  together with all accrued and unpaid Basic Rent and
Supplemental Rent.

         Section 17.3.  Lessor's  Remedies.  At any time after the occurrence of
any Lease Event of Default,  so long as such Lease Event of Default exists,  the
Lessor (which term shall include the Lessor's permitted assignees) may do one or
more of the  following  as the Lessor in its sole  discretion  shall  determine,
without  limiting  any other  right or remedy  the Lessor may have on account of
such Lease Event of Default,  and without  impairment of the acceleration of the
obligations of the Lessee pursuant to Section 17.2 hereof:

         (a) The Lessor may, by notice to the Lessee,  rescind or terminate this
Master  Lease with  respect to all or any portion of the Property as of the date
specified in such notice; provided, however, (1) no reletting, reentry or taking
of  possession  of the Property  (or any portion  thereof) by the Lessor will be
construed  as an election on the Lessor's  part to  terminate  this Master Lease
unless  a  written  notice  of  such  intention  is  given  to the  Lessee,  (2)
notwithstanding any reletting,  reentry or taking of possession,  the Lessor may
at any time  thereafter  elect to  terminate  this Master Lease for a continuing
Lease  Event of Default and (3) no act or thing done by the Lessor or any of its
agents,  representatives or employees and no agreement  accepting a surrender of
the  Property  shall be valid unless the same be made in writing and executed by
the Lessor;

         (b) The Lessor  may demand  that the  Lessee  shall,  upon the  written
demand of the Lessor,  return the Property  promptly to the Lessor in compliance
with the Return  Conditions  and in the manner and  condition  required  by, and
otherwise in  accordance  with all of the  provisions  of,  Articles VIII and IX
hereof as if the Property was being  returned at the end of the Lease Term,  and
the Lessor shall not be liable for the reimbursement of the Lessee for any costs
and  expenses  incurred  by the  Lessee  in  connection  therewith  and  without
prejudice to any other remedy  which the Lessor may have for  possession  of the
Property, and to the extent and in the manner permitted by Applicable Law, enter
upon the Land and take immediate  possession of (to the exclusion of the Lessee)
the  Property  therein or any part  thereof and expel or remove the  Lessee,  by
summary proceedings or otherwise,  all without liability to the Lessee for or by
reason of such entry or taking of  possession,  whether for the  restoration  of
damage to property  caused by such taking or  otherwise  and, in addition to the
other damages of the Lessor,  the Lessee shall be responsible  for all costs and
expenses  incurred by the Lessor in connection  with any reletting of all or any
of the  Property  (including  reasonable  brokers'  fees)  and all  costs of any
repairs or alterations made by the Lessor;

         (c) The Lessor may (i) sell all or any part of the  Property  at public
or private  sale, as the Lessor may  determine,  free and clear of any rights of
the Lessee  (except that Excess Sales Proceeds shall be paid to the Lessee) with
respect  thereto  (except to the  extent  required  by


                                       28
<PAGE>
                                                                    Master Lease

clause (ii) below if the Lessor shall elect to exercise  its rights  thereunder)
in which  event the  obligation  of the Lessee to pay Basic Rent  hereunder  for
periods  commencing after the date of such sale shall be terminated with respect
to the Property so sold; and (ii) if the Lessor shall so elect,  demand that the
Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on the date of
such sale, as liquidated damages for loss of a bargain and not as a penalty (the
parties agreeing that the Lessor's actual damages would be difficult to predict,
but the aforementioned  liquidated damages represent a reasonable  approximation
of such  amount)  (in lieu of Basic Rent due for  periods  commencing  after the
Basic Rent Payment Date  coinciding with such date of sale (or, if the sale date
is not a Basic Rent Payment Date, the Basic Rent Payment Date next preceding the
date of such  sale)),  an amount  equal to (A) the  excess,  if any,  of (1) the
Outstanding  Lease  Balance  calculated as of such Basic Rent Payment Date (plus
all Basic Rent and Supplemental  Rent due and unpaid to and including such Basic
Rent  Payment  Date),  over (2) the net  proceeds  of such sale (that is,  after
deducting  all costs and  expenses  incurred  by the Lessor or  incident to such
conveyance,   including,  without  limitation,   repossession  costs,  brokerage
commissions,  prorations,  transfer taxes, fees and expenses for counsel,  title
insurance fees,  survey costs,  recording fees, and any repair costs);  plus (B)
interest  at the  Overdue  Rate on the  foregoing  amount  from such  Basic Rent
Payment Date until the date of payment;

         (d) If the Lessee has  breached  this Master  Lease and  abandoned  the
Property,  this Master Lease shall  continue in effect for so long as the Lessor
does not terminate the Lessee's right to possession,  and the Lessor may enforce
all of the Lessor's  rights and remedies under this Master Lease,  including the
right to recover the Basic Rent and  Supplemental  Rent  hereunder as it becomes
due under this Master  Lease.  The  Lessee's  right to  possession  shall not be
deemed to have been  terminated  by the  Lessor  except  pursuant  to clause (a)
above.  The following do not  constitute a termination  of the Lessee's right to
possession:

                  (i) Acts of  maintenance or  preservation  or efforts to relet
         the Property or any portion thereof;

                  (ii) The  appointment of a receiver upon the initiative of the
         Lessor to protect the Lessor's interest under this Master Lease;

                  (iii)  Reasonable  withholding  of consent to an assignment or
         subletting, or terminating a subletting or assignment by the Lessee.

         (e) The Lessor may, at its option,  elect not to terminate  this Master
Lease with  respect to any or all of the  Property  and  continue to collect all
Basic Rent, Supplemental Rent, and all other amounts due to the Lessor (together
with all costs of collection)  and enforce the Lessee's  obligations  under this
Master Lease as and when the same become due, or are to be performed. During the
continuance  of a Lease Event of Default,  the Lessor may enter the  Property in
accordance with applicable law without  terminating this Master Lease and sublet
all or any part of the Property for the Lessee's account to any Person, for such
term (which may be a period beyond the remaining  Lease Term), at such rents and
on such other terms and conditions as are commercially reasonable.  If the rents
received  by the Lessor  from such  subletting,  after  application  as provided
above, are  insufficient in any period to pay Basic Rent and  Supplemental  Rent
due and payable hereunder for such period,  the Lessee shall pay such deficiency
to the Lessor upon demand.  Notwithstanding any such subletting for the Lessee's
account without


                                       29
<PAGE>
                                                                    Master Lease

termination,  the Lessor may at any time  thereafter,  by written  notice to the
Lessee, elect to terminate this Master Lease by virtue of a previous Lease Event
of Default.

         Regardless of the Lessor's consent,  no subletting or assignment of the
Property  shall  release  the  Lessee of the  Lessee's  obligation  or alter the
primary liability of the Lessee to pay Rent hereunder  (including Basic Rent and
Supplemental  Rent ) and to perform all other obligations to be performed by the
Lessee  hereunder.  The  acceptance  of Rent by the Lessor from any other Person
shall  not be  deemed to be a waiver  by the  Lessor  of any  provision  hereof.
Consent to one  assignment  or  subletting  of the Property  shall not be deemed
consent to any subsequent or further  assignment,  subletting,  hypothecation or
third party use of the  Property.  The Lessor may proceed  directly  against the
Lessee  without the  necessity of exhausting  remedies  against said assignee or
successor.  The Lessor may consent to  subsequent  assignments  or subletting of
this Master  Lease or  amendments  or  modifications  to this Master  Lease with
assignees of the Lessee,  without  notifying the Lessee, or any successor of the
Lessee, and without obtaining its or their consent thereto and such action shall
not relieve the Lessee or any  successor of the Lessee of  liability  under this
Master Lease.

         (f) Unless the Property has been sold in its entirety,  the Lessor may,
whether or not the Lessor shall have  exercised or shall  thereafter at any time
exercise  any of its rights under  clauses (b),  (c), (d) or (e) of this Section
17.3 with respect to the Property or any portions  thereof,  demand,  by written
notice to the Lessee,  that the Lessee  purchase,  on the date specified in such
notice  such date in all cases to be at least  twenty (20) days from the date of
notice,  the  Property  (or  any  remaining  unsold  portions  thereof)  for the
Outstanding Lease Balance plus all other amounts then due and owing hereunder in
accordance with the provisions of Section 19.1(a) hereof;

         (g) The  Lessor  may  exercise  any other  right or remedy  that may be
available to it under  Applicable  Law, or proceed by  appropriate  court action
(legal or equitable)  to enforce the terms hereof or to recover  damages for the
breach hereof. Separate suits may be brought to collect any such damages for any
period(s),  and such suits shall not in any manner  prejudice the Lessor's right
to collect any such  damages  for any  subsequent  period(s),  or the Lessor may
defer any such suit until after the expiration of the Lease Term, in which event
such suit shall be deemed not to have accrued until the  expiration of the Lease
Term;

         (h) The  Lessor  may retain and apply  against  the  Outstanding  Lease
Balance all sums which the Lessor would,  absent such Lease Event of Default, be
required  to pay to, or turn over to, the Lessee  pursuant  to the terms of this
Master Lease;

         (i) The  Lessor,  as a matter of right and with  notice to the  Lessee,
shall  have the right to apply to any court  having  jurisdiction  to  appoint a
receiver  or  receivers  of the  Property,  and the  Lessee  hereby  irrevocably
consents to any such  appointment.  Any such  receiver(s)  shall have all of the
usual  powers and duties of  receivers  in like or similar  cases and all of the
powers and duties of the Lessor in case of entry, and shall continue as such and
exercise such powers until the date of  confirmation of the sale of the Property
unless such receivership is sooner terminated; or


                                       30
<PAGE>
                                                                    Master Lease

         (j) The  Lessor  may  exercise  the  remedies  described  in Article XV
hereof, as applicable.


         Section  17.4.  Other  Rights  of the  Lessor.  To the  maximum  extent
permitted  by law,  the Lessee  hereby  waives the benefit of any  appraisement,
valuation,  stay, extension,  reinstatement and redemption laws now or hereafter
in force and all rights of  marshaling  in the event of any sale of the Property
or any interest therein.  The Lessor shall be entitled to enforce payment of the
indebtedness  and performance of the obligations  secured hereby and to exercise
all rights and powers under this  instrument or under any of the other Operative
Documents  pursuant to any laws now or hereafter in force,  notwithstanding  the
fact that some or all of the obligations  secured hereby may now or hereafter be
otherwise secured,  whether by security agreement,  pledge, lien,  assignment or
otherwise.  Neither the acceptance of this instrument nor its enforcement  shall
prejudice or in any manner affect the Lessor's  right to realize upon or enforce
any other security  and/or title now or hereafter  held by the Lessor,  it being
agreed  that the Lessor  shall be entitled to enforce  this  instrument  and any
other  security now or hereafter  held by the Lessor in such order and manner as
the Lessor may determine in its absolute discretion.  No remedy herein conferred
upon or reserved to the Lessor is intended to be  exclusive  of any other remedy
herein or by law provided or permitted,  but each shall be cumulative  and shall
be in  addition  to every  other  remedy  given  hereunder  or now or  hereafter
existing at law or in equity or by statute.  Every power or remedy  given by any
of the  Operative  Documents  to the  Lessor  or to  which it may  otherwise  be
entitled may be exercised,  concurrently or independently, from time to time and
as often as may be deemed expedient by the Lessor. In no event shall the Lessor,
in the  exercise of the  remedies  provided  in this  instrument  (including  in
connection  with the assignment of rents to the Lessor,  or the appointment of a
receiver and the entry of such  receiver  onto any or all of the Property or any
part thereof),  be deemed a "mortgagee in possession",  and the Lessor shall not
in any way be made liable for any act,  either of  commission  or  omission,  in
connection with the exercise of such remedies.

         Section  17.5.  Excess  Proceeds.  If,  pursuant to the exercise by the
Lessor of its remedies  pursuant to Section 17.3 hereof,  an amount equal to the
Outstanding  Lease  Balance plus all other amounts due and owing from the Lessee
under this Master Lease and the other Operative Documents (including all accrued
and unpaid Basic Rent and all  Supplemental  Rent then due and owing) shall have
been paid in full in cash,  then the Lessor shall  promptly  remit to the Lessee
any excess amounts received by the Lessor.

         Section 17.6. Lessee's Right to Purchase.  Notwithstanding  anything to
the contrary contained in this Master Lease, after the occurrence and during the
continuance of an Unwind Event,  an Event of Loss, a Lease Default,  Lease Event
of Default,  Acceleration  Event or  Unmatured  Acceleration  Event other than a
Lease  Event of Default  pursuant  to clause  (a),  (g) or (h) of  Section  17.1
hereof,  the  Lessee  shall  have  the  right  to pay  an  amount  equal  to the
Outstanding Lease Balance of this Master Lease plus all accrued and unpaid Basic
Rent  plus  any  Supplemental  Rent  due  and  owing  hereunder  and  under  the
Participation Agreement or any other Operative Document, with the amount of such
Outstanding Lease Balance,  Basic Rent and Supplemental Rent to be determined as
of such date of payment, and upon such payment, the Property shall be reconveyed
to the Lessee or its  designee  in  accordance  with the  provisions  of Section
19.1(a) hereof; provided, however, that such right of the Lessee shall terminate
on the earliest of (i) the date  occurring  thirty (30) days after notice to the
Lessee from the Lessor or any


                                       31
<PAGE>
                                                                    Master Lease

assignee  thereof  of the  applicable  Lease  Event  of  Default,  (ii) the date
occurring  thirty  (30) days after the  Lessor has  commenced  its  exercise  of
remedies  under  Section  17.3 and (iii) the  occurrence  of any Lease  Event of
Default under clause (a), (g) or (h) of Section 17.1 hereof.

         Section 17.7. [Intentionally Omitted].

         Section 17.8. Unwind Event Remedies.

         (a) Upon  the  occurrence  and  continuance  of an  Unwind  Event  (the
occurrence  of which  shall  have been  finally  determined  and not  subject to
appeal),  unless the Lessee  shall have  exercised  its option to  purchase  the
Property  under Section 17.6 hereof,  the Lessee shall be deemed to have elected
to offer the  Property  for sale to third  parties  (such  option,  the  "Unwind
Option").

         (b) Upon the occurrence and continuance of an Unwind Event,  the Lessee
shall pay to the Lessor the Maximum Unwind Amount.

         (c)  The  following  actions  shall  be  taken  by the  Lessee  (at the
direction and expense of the Lessor) as of a date no later than ninety (90) days
after the date on which the Unwind Option is exercised  (such date,  the "Unwind
Date"):

                  (1) No less than sixty (60) days prior to the Unwind Date, the
Lessee shall have delivered to the Lessor Parties (x) an Environmental Audit for
the  Property  and  (y) an  ALTA  Survey  with  respect  to  the  Land  and  the
Improvements  prepared in accordance  with the  requirements  of Section 18.3(c)
hereof.  If any such  Environmental  Audit indicates any exceptions,  the Lessee
shall have also delivered prior to the date of exercise of the Unwind Option,  a
Phase Two environmental  assessment prepared in accordance with the requirements
of Section 18.3(c) hereof.

                  (2) For a period of ninety (90) days after the exercise by the
Lessee of the Unwind Option,  (such period, the "Unwind Marketing Period"),  the
Lessee shall, as nonexclusive  agent for the Lessor, use best commercial efforts
to obtain cash bids for the  acquisition of all of the Lessor's  interest in and
to the Property  and will  attempt in good faith to obtain the highest  purchase
price  for the  Property  and for not less  than the  Fair  Market  Value of the
Property. In the event that the Lessee receives any bid(s) for any Property, the
Lessee shall,  within five (5) Business Days after its receipt thereof,  certify
to the Lessor  Parties in writing the amount and terms of such  bid(s),  and the
name and address of the party or parties submitting such bid.

                  (3) The Lessee shall promptly upon request  permit  inspection
of the  Property  and any  maintenance  records  relating to the Property by the
Lessor  and any  potential  purchaser(s),  and  shall  otherwise  do all  things
reasonably  necessary  to sell and  deliver  possession  of the  Property to any
purchaser(s) thereof.

                  (4) The Lessee shall use all efforts  reasonably  requested by
the Agent to procure bids from one or more bona fide prospective  purchasers and
deliver the same, if any, to the Lessor (with a copy to the Agent),  within five
(5) days of  receipt  thereof.  No such  purchaser  shall be the  Lessee  or any
Subsidiary  or Affiliate of the Lessee or any Person with


                                       32
<PAGE>
                                                                    Master Lease

whom the Lessee has an understanding or arrangement  regarding the future use of
the Property by the Lessee or such  Subsidiary or Affiliate,  but such purchaser
may be the Lessor,  the Note  Purchaser,  the Agent,  any  Liquidity  Bank,  any
Affiliate of the foregoing or any Person contacted by the Lessor, the Agent, the
Note  Purchaser,  or any  Liquidity  Bank.  Each  written  offer must specify an
effective  date of sale  falling  on or prior to the  Unwind  Date,  unless  the
Lessor,  the Agent,  and the Note Purchaser shall otherwise  agree,  each in its
sole discretion.

                  (5) The Lessee  shall  submit all bids,  if any, to the Lessor
(with a copy to the Agent) and the Lessor,  and the Note Purchaser will have the
right to submit  any one or more bids.  Any sale by the Lessee  shall be for the
highest cash bid submitted to the Lessor.  The  determination of the highest bid
shall be made by the Agent  prior to the  Unwind  Date.  All bids shall be on an
all-cash  basis  unless  the  Agent,  the  Lessor,  the Note  Purchaser  and the
Liquidity Banks shall otherwise agree.

                  (6) In connection with any such sale of the Lessor's  interest
in and to the  Property,  the Lessee will provide to the purchaser all customary
"seller's"  indemnities  and  representations  and warranties  regarding  title,
absence of Liens (other than  Permitted  Liens of the type  described in clauses
(i), (vii),  (viii) and (ix) (to the extent expressly consented to in writing by
the Lessor on behalf of the  Consenting  Parties) or  relating  to an  easement,
dedication  or other  transfer  that was  permitted at the time made pursuant to
Section 11.2 and (x) of the  definition of "Permitted  Liens") and the condition
of the Property as reasonably required by the Lessor, to the extent the same are
reasonably  requested by the purchaser and factually accurate.  The Lessee shall
have obtained,  at no cost or expense to the Lessor,  all required  governmental
and  regulatory  consents  and  approvals  and shall  have made all  filings  as
required by  Applicable  Law in order to carry out and  complete the transfer of
the Property.  As to the Lessor,  any such sale shall be made on an "as is, with
all faults" basis without representation or warranty by the Lessor other than as
to the  absence of Lessor  Liens.  Any  agreement  as to such sale shall be made
subject to the  Lessor's  rights to receive the proceeds of such sale in cash up
to an amount equal to the  Outstanding  Lease  Balance on the date of such sale,
plus all accrued and unpaid Basic Rent plus any Supplemental  Rent due and owing
(including  any  amounts  due under the  Participation  Agreement  and any other
Operative Document).

                  (7) The  Lessee  shall  pay  directly,  and not  from the sale
proceeds,  all prorations,  credits,  costs and expenses of any such sale of the
Property,  whether  incurred by the Lessor or the Lessee,  including the cost of
all title  insurance,  surveys,  Environmental  Audits  and other  environmental
reports,  appraisals,  transfer  taxes,  the reasonable  attorneys'  fees of the
Lessor, commissions,  escrow fees, recording fees and all applicable documentary
and other transfer taxes.

                  (8) On or prior to the Unwind Date, the Lessee shall,  whether
or not any or all of the Property has been sold,  pay or cause to be paid to the
Agent for  repayment  of the  outstanding  balance  of the Notes and the  Equity
Investment  in  the  manner  and  priority   specified  in  Article  XI  of  the
Participation  Agreement  (or in the  case of  Supplemental  Rent to the  Person
entitled  thereto),  in the type of funds  specified  in Section 3.2 hereof,  an
amount  equal to (x) all unpaid  Basic Rent due on or prior to the Unwind  Date,
plus (y) without duplication,  all Supplemental Rent due and owing on the Unwind
Date after giving  effect to such payment plus


                                       33
<PAGE>
                                                                    Master Lease

(z) all other amounts under the Operative  Documents  which have accrued or will
accrue prior to or as of the Unwind Date.

                  (9) To the  extent  that  the  gross  sale  proceeds  (without
deduction for any marketing,  closing or other costs, prorations or commissions)
(the "Unwind  Proceeds") from such sale,  exceeds the Outstanding Lease Balance,
the excess arising  therefrom (the "Excess Unwind  Proceeds"),  shall be paid to
the  Lessee on the Unwind  Date  (provided  that the Lessee  shall have paid all
amounts due as set forth above pursuant to this clause (9)). If the Property has
not been sold on or prior to the Unwind Date and any such sale is consummated at
any time thereafter,  then, if after giving effect to such sale and any payments
previously  paid by the Lessee to the Lessor  there  would be any Excess  Unwind
Proceeds, the Lessor shall remit to the Lessee,  promptly after the consummation
of such sale,  an amount equal to the Excess Unwind  Proceeds  minus the Imputed
Return, determined as of the date of such sale.

                  (10) The purchaser of the Property shall be Solvent.

         Section 17.9.  Procedures If No Sale in Connection with the Exercise of
the Unwind Option. If the Lessee  effectively  elects the Unwind Option and each
of the  conditions  and  requirements  set  forth  hereinabove  shall  have been
satisfied,  but,  nevertheless,  the  Lessee is  unable  to obtain  bids for the
Property  satisfactory  to the Agent as provided above and the Property  remains
unsold as of the date ninety (90) days  thereafter,  then the Lessee  shall,  in
addition to making any payments required pursuant to Sections  17.8(c)(8) above,
return  the  Property  to the Lessor (or to any other  Person  specified  by the
Lessor). In connection with each such return of the Property,  the Lessee shall,
at its own cost and expense, on or prior to the date of transfer, do each of the
following:

         (a) the  Lessee  shall  execute  and  deliver  to the Lessor (or to the
Lessor's  designee) (A) a certificate of the Lessee  containing  representations
and warranties regarding the absence of Liens (other than Permitted Liens of the
type described in clauses (i), (vii),  (viii) and (ix) (to the extent  expressly
consented  to in writing by the Lessor on behalf of the  Consenting  Parties) or
relating to an easement,  dedication or other transfer that was permitted at the
time  made  pursuant  to  Section  11.2)  hereof  and (x) of the  definition  of
"Permitted  Liens"),  (B) a bill of sale with respect to all equipment and other
personal  property  comprising  part of the  Property  and  (C) a deed or  other
conveyance  instrument of the Lessee's  entire  interest in the Property  (which
shall include an assignment of all of the Lessee's right,  title and interest in
and to any  insurance  proceeds  with  respect to the  Property  not  previously
received  by the Lessee and an  assignment  of all leases and  subleases  of the
Property),  in each case in recordable  form and  otherwise in  conformity  with
local custom and free and clear of any Liens attributable to the Lessee;

         (b) the Lessee shall execute and deliver to the Lessor and the Lessor's
title insurance  company an affidavit in customary form as to the absence of any
Liens (other than Permitted  Liens of the type described in clauses (i),  (vii),
(viii) and (ix) of the  definition of Permitted  Liens (to the extent  expressly
consented  to in writing by the Lessor on behalf of the  Consenting  Parties) or
relating to an easement,  dedication or other transfer that was permitted at the
time  made  pursuant  to  Section  11.2  hereof)  and (x) of the  definition  of
"Permitted  Liens"),  and shall execute and deliver to the Lessor a statement of
termination of this Master Lease;


                                       34
<PAGE>
                                                                    Master Lease

         (c) the Lessee shall, as of such transfer date, (i) vacate the Property
and, at the request of the Lessor, cause any Subtenant or other sublessee of the
Property to vacate the Property, and (ii) transfer possession of the Property to
the Lessor or any Person  designated by the Lessor, in each case by surrendering
the same into the  possession of the Lessor or such Person,  as the case may be,
in the  condition  required  by the Return  Conditions  and in  compliance  with
Applicable Law;

         (d) the Lessee shall deliver to the Lessor or any Person  designated by
the  Lessor  copies of all books  and  records  regarding  the  maintenance  and
ownership of the Property,  a current copy of the plans and  specifications  for
the Improvements, an assignment of all assignable licenses and shall cause to be
delivered all necessary  easements required for the operation and maintenance of
the Property;

         (e) the Lessee will  cooperate  reasonably  with the Lessor  and/or any
Person designated by the Lessor to receive the Property, which cooperation shall
include seeking and obtaining all necessary Governmental Action; and

         (f) in the event that the Lessor  disposes  of the  Property  after the
Unwind  Date,  the Lessee  shall be entitled to receive the  surplus,  if any of
Unwind Proceeds over (ii) the sum of (A) the Outstanding  Lease Balance plus (B)
any costs  incurred by the Lessor in respect of the Property which have not been
otherwise  paid by the Lessee or the Guarantor plus (C) any unpaid Basic Rent or
Supplemental Rent plus (D) the Imputed Returns.

         Section  17.10.  Failure  to  Comply  with  Remarketing  Conditions  in
Connection with Exercise of Unwind Option. If the Lessee shall fail to carry out
any  obligation  specified in Section  17.8 or 17.9 hereof (it being  understood
that the  failure to have  received a bid on the  Property in the absence of any
failure to act, or wrongful act, on the part of the Lessee shall not  constitute
a failure on the part of the Lessee to have  performed such  obligations),  then
the Lessor shall  declare by written  notice to the Lessee that as a consequence
of the Lessee's failure to comply with such remarketing  conditions,  the Lessee
shall be deemed to have  exercised  its  Purchase  Option  with  respect  to the
Property  and the Lessee  shall  purchase  all of the  Property  as of such date
substantially in accordance with the provisions of Section 18.1(b) hereof.

                                 ARTICLE XVIII
                         PURCHASE; RENEWAL; REMARKETING

         Section 18.1.  Purchase  Option.  Subject to the  conditions  contained
herein,  the Lessee shall have the option  ("Purchase  Option") to purchase from
the Lessor all of the  Lessor's  interest in and to the  Property  for the price
("Purchase Option Price") set forth below.

         (a) Purchase of Property.  The Lessee shall have the irrevocable option
to acquire all,  but not less than all, of the  Lessor's  interest in and to the
Property  on (x) any Basic Rent  Payment  Date or (y) the  Maturity  Date,  at a
Purchase  Option  Price equal to the  Outstanding  Lease  Balance of this Master
Lease plus all accrued and unpaid Basic Rent and any  Supplemental  Rent due and
owing under the Participation Agreement and the other Operative Documents,  with
the amount of such Outstanding  Lease Balance,  Basic Rent and Supplemental


                                       35
<PAGE>
                                                                    Master Lease

Rent to be determined as of such date of purchase.  The Lessee's exercise of its
option pursuant to this clause (a) shall be subject to the following conditions:

                  (i) if the purchase  date is not the Maturity  Date,  then the
         Lessee shall have delivered a Purchase  Notice at least sixty (60) days
         prior to such purchase date;

                  (ii)  if  the  Lessee  has  not  delivered  to  the  Lessor  a
         Remarketing Notice pursuant to Section 18.3(a) hereof three hundred and
         sixty-four  (364)  days  prior to the  Maturity  Date,  then a Purchase
         Notice  designating  the Maturity  Date as the  purchase  date shall be
         deemed delivered; and

                  (iii) no Lease  Default or Lease  Event of Default  shall have
         occurred and be continuing, unless such Lease Default or Lease Event of
         Default can be  reasonably  expected to be cured prior to the  purchase
         date.

         Any Purchase Notice  delivered in connection with an acquisition of the
Lessor's fee  interest in and to the Property  pursuant to this clause (a) shall
be irrevocable  upon delivery  thereof.  Provided that no Lease  Default,  Lease
Event of Default,  Acceleration Event or Unmatured Acceleration Event shall have
occurred and be  continuing,  the Lessor shall act in good faith to  accommodate
any refinancing  activities undertaken by the Lessee which are scheduled to take
effect within ninety (90) days prior to the Maturity Date.

         (b)  Procedures  Upon  Exercise  of a  Purchase  Option.  If the Lessee
exercises  the Purchase  Option  pursuant to this  Section  18.1 then,  upon the
receipt by the Lessor of the Purchase  Option Price and all other amounts due in
connection therewith and the satisfaction of any additional conditions specified
in Section  18.1(a)  hereof,  the  Lessor  shall  transfer  to the Lessee or its
designee all of the Lessor's right, title and interest in and to the Property in
accordance  with the terms and procedures set forth in Section  19.1(a)  hereof,
such transfer to be effective as of the date  specified in the Purchase  Notice.
The Lessee may designate, in a notice given to the Lessor not less than ten (10)
Business Days prior to the closing of such purchase (time being of the essence),
the transferee or  transferees  to whom the  conveyance  shall be made (if other
than to the Lessee),  in which case such conveyance  shall (subject to the terms
and conditions set forth herein) be made to such  designee;  provided,  however,
that such designation of a transferee or transferees  shall not cause the Lessee
to be released,  fully or  partially,  from any of its  Obligations,  including,
without  limitation,  the  obligation  to pay to the Lessor the Purchase  Option
Price on the date specified in the Purchase Notice.

         Section 18.2. Renewal Option.

         (a)  Renewal  Option.  Subject  to  the  fulfillment  of  each  of  the
conditions set forth in this Section 18.2, the Lessee shall have the option (the
"Renewal  Option")  to extend  the Lease Term for all (but not less than all) of
the  Property  for one (1) year (the  "Renewal  Term") with such Renewal Term to
commence on the first day following the last day of the Lease Term and to end on
(but not include) the first  anniversary of such day (or, if such anniversary is
not a Business Day, the next succeeding Business Day).

         (b) Conditions to Exercise of Renewal  Option.  The effective  exercise
and  consummation  of the Renewal  Option by the Lessee and the extension of the
Lease  Term


                                       36
<PAGE>
                                                                    Master Lease

through the Renewal Term shall be subject to the due and timely  fulfillment  of
each of the following provisions as of the dates set forth below:

                  (i) Not  later  than  four  hundred  (400)  days  prior to the
         Maturity  Date,  the Lessee shall have delivered to the Agent on behalf
         of the Lessor an  irrevocable  written  notice of its  election  of the
         Renewal Option (a "Renewal Notice");

                  (ii) On both the date of delivery of the Renewal Notice and on
         the  Maturity  Date then in  effect,  (x) no Lease  Event of Default or
         Lease Default under this Master Lease shall exist,  and (y) by delivery
         of the Renewal  Notice,  the Lessee shall be deemed to represent to the
         Lessor as to the  matters  set forth in  clause  (x) of this  condition
         (b)(ii);

                  (iii) The Lessee shall not have given notice of its  intention
         to exercise the Remarketing Option under this Master Lease;

                  (iv) The Liquidity  Banks or other  Eligible  Assignees  shall
         have  extended  the  Expiration  Date as  provided  pursuant to Section
         15.17(a)  of  the  Participation   Agreement  and  shall  have  made  a
         coextensive extension under the Liquidity Documentation;

                  (v) The conditions  precedent set forth in Section 15.17(g) of
         the Participation Agreement shall have been satisfied; and

                  (vi) The Lessor and the  Lessee  shall have  agreed to execute
         mutually acceptable  documentation  governing the terms of the renewal,
         based upon the then market conditions.

         Section 18.3. Remarketing Option. Subject to the fulfillment of each of
the conditions set forth in this Section 18.3 and in Section 18.4 hereof (all of
such conditions, collectively, the "Return Conditions"), the Lessee may elect to
remarket the  Property  (such  election  being  referred to as the  "Remarketing
Option").

         The effective  exercise and  consummation of the Remarketing  Option by
the Lessee  shall be subject  to the due and timely  fulfillment  of each of the
following provisions as of the dates set forth below.

         (a) Not later than three hundred and sixty-four (364) days prior to the
Maturity  Date,  the Lessee  shall have given to the Lessor and the other Lessor
Parties written notice (a "Remarketing  Notice") of the Lessee's exercise of the
Remarketing Option, which exercise shall be irrevocable.

         (b) On the date of the  Lessee's  notice to the Lessor of the  Lessee's
exercise of the Remarketing  Option,  no Lease Event of Default or Lease Default
under this Master Lease or Acceleration  Event or Unmatured  Acceleration  Event
shall exist,  and  thereafter,  no Lease Event of Default or Lease Default under
this Master Lease or Acceleration  Event or Unmatured  Acceleration  Event shall
occur.

         (c) Not later than sixty (60) days prior to the Lease Termination Date,
the Lessee  shall  deliver to the Lessor  and the other  Lessor  Parties  (x) an
Environmental  Audit for the


                                       37
<PAGE>
                                                                    Master Lease

Property and (y) an ALTA Survey with respect to the Property. Each Environmental
Audit  described  in this  clause  (c)  shall be  prepared  by an  environmental
consultant selected by the Agent in the Agent's reasonable  discretion and shall
contain conclusions reasonably satisfactory to the Agent as to the environmental
status  of  the  Property.   If  any  such  Environmental  Audit  indicates  any
exceptions,  the Lessee shall have also delivered prior to the Lease Termination
Date a Phase Two environmental assessment by such environmental consultant and a
written  statement by such  environmental  consultant  indicating  that all such
exceptions  have been  remedied in  compliance  with  Applicable  Law. Each ALTA
Survey delivered pursuant to this clause(c) shall be reasonably  satisfactory to
the Agent.

         (d) The Lessee shall have completed all Modifications,  restoration and
rebuilding  of the Property  required  pursuant to Sections 10.2 and 14.2 hereof
(as  the  case  may be) and  shall  have  fulfilled  all of the  conditions  and
requirements  in connection  therewith  pursuant to such Sections,  in each case
prior to the date on which the Lessee  delivers  its  Remarketing  Notice  (time
being of the  essence),  regardless  of  whether  the same  shall be within  the
Lessee's control.  The Lessee shall have also paid the cost of all Modifications
commenced prior to the Lease Termination Date. All Modifications shall have been
completed in compliance with all Applicable Laws and Insurance Requirements. The
Lessee shall not be relieved  pursuant to Section 12.1 from  complying  with any
Applicable  Law relating to the  Property  that  involved  the  extension of the
ultimate  imposition of such Applicable Law beyond the Lease  Termination  Date.
All Liens  (other than  Permitted  Liens of the type  described  in clauses (i),
(vii),  (viii)  and (ix) of the  definition  of  Permitted  Liens (to the extent
expressly  consented  to in writing  by the  Lessor on behalf of the  Consenting
Parties) or relating  to an  easement,  dedication  or other  transfer  that was
permitted at the time made pursuant to Section  11.2) and (x) of the  definition
of  "Permitted  Liens")  on the  Property  or any part  thereof  shall have been
removed.

         (e) During the  Marketing  Period,  the Lessee shall,  as  nonexclusive
agent for the Lessor,  use best  commercial  efforts to obtain cash bids for the
acquisition  of all of the  Lessor's  interest in and to the  Property  and will
attempt in good faith to obtain the highest  purchase price for the Property and
for not less than the Fair Market Value of the Property;  provided, however that
the Lessor or the Agent may,  but shall be under no  obligation  to,  market the
Property during the Marketing  Period. In the event that the Lessee receives any
bid(s) for the Property,  the Lessee shall,  within five (5) Business Days after
its receipt  thereof and at least twenty (20)  Business  Days prior to the Lease
Termination Date,  certify to the Lessor and the Agent in writing the amount and
terms  of such  bid(s),  and the  name  and  address  of the  party  or  parties
submitting  such  bid.  The  Lessee  shall  bear its own  expenses  and pay,  as
Supplemental Rent, the expenses of the Lessor, the Note Purchaser, the Agent and
the  Liquidity  Banks  in  connection  with any such  bidding  and sale  process
pursuant to this Section 18.3, as well as all costs and expenses incurred by any
Person (including a buyer or potential buyer) to cause the Property to be in the
condition required by this Section 18.3 and all costs of repairs,  modifications
or improvements desired by any such buyer(s).

         (f) The Lessee shall  promptly  upon request  permit  inspection of the
Property and any maintenance  records relating to the Property by the Lessor and
any  potential  purchaser(s),  and  shall  otherwise  do all  things  reasonably
necessary to sell and deliver  possession  of the  Property to any  purchaser(s)
thereof.


                                       38
<PAGE>
                                                                    Master Lease

         (g) The Lessee shall use all efforts reasonably  requested by the Agent
to procure bids from one or more bona fide  prospective  purchasers  and deliver
the same,  if any, to the Lessor (with a copy to the Agent) not less than twenty
(20) days prior to the Lease  Termination  Date. No such purchaser  shall be the
Lessee or any  Subsidiary or Affiliate of the Lessee or any Person with whom the
Lessee  has an  understanding  or  arrangement  regarding  the future use of the
Property by the Lessee or such  Subsidiary or Affiliate,  but such purchaser may
be the Lessor, the Note Purchaser,  the Agent, any Liquidity Bank, any Affiliate
of the  foregoing  or any Person  contacted by the Lessor,  the Agent,  the Note
Purchaser  or any  Liquidity  Bank.  Each  written  offer must specify the Lease
Termination Date as the effective date of the sale unless the Lessor, the Agent,
and the Note Purchaser shall otherwise agree, each in its sole discretion.

         (h) The Lessee  shall  submit all bids,  if any, to the Lessor  (with a
copy to the Agent) and the Lessor  and the other  Lessor  Parties  will have the
right to submit  any one or more bids.  Any sale by the Lessee  shall be for the
highest cash bid submitted to the Lessor.  The  determination of the highest bid
shall be made by the Agent prior to the end of the Marketing  Period,  but in no
event  shall the Agent have any  obligation  to approve any bid unless such bid,
together with the Maximum Recourse Amount, if funded,  equals or exceeds the sum
of the  Outstanding  Lease  Balance and all  accrued  and unpaid  Basic Rent and
Supplemental  Rent. All bids shall be on an all-cash basis unless the Agent, the
Lessor and the other Lessor Parties shall otherwise agree.

         (i) In connection with any such sale of the Lessor's interest in and to
the Property,  the Lessee will provide to the purchaser all customary "seller's"
indemnities and representations and warranties regarding title, absence of Liens
(other than Permitted Liens of the type described in clauses (i), (vii),  (viii)
and (ix) of the definition of Permitted Liens (to the extent expressly consented
to in writing by the Lessor on behalf of the Consenting  Parties) or relating to
an easement,  dedication  or other  transfer that was permitted at the time made
pursuant to Section 11.2) and (x) of the  definition  of "Permitted  Liens") and
the condition of the Property as reasonably  required by the Lessor,  including,
without  limitation,  an  environmental  indemnity,  to the  extent the same are
reasonably  requested by the purchaser and factually accurate.  The Lessee shall
have obtained,  at no cost or expense to the Lessor,  all required  governmental
and  regulatory  consents  and  approvals  and shall  have made all  filings  as
required by  Applicable  Law in order to carry out and  complete the transfer of
the Property.  As to the Lessor,  any such sale shall be made on an "as is, with
all faults" basis without representation or warranty by the Lessor other than as
to the  absence of Lessor  Liens.  Any  agreement  as to such sale shall be made
subject to the  Lessor's  rights to receive the proceeds of such sale in cash up
to an amount equal to the  Outstanding  Lease  Balance on the date of such sale,
plus all accrued and unpaid Basic Rent plus any Supplemental  Rent due and owing
(including any amounts due under the Participation Agreement).

         (j) The Lessee shall pay directly,  and not from the sale proceeds, all
prorations,  credits,  costs  and  expenses  of any such  sale of the  Property,
whether  incurred by the Lessor or the Lessee,  including  the cost of all title
insurance,  surveys,  Environmental  Audits  and  other  environmental  reports,
appraisals,  transfer  taxes,  the  reasonable  attorneys'  fees of the  Lessor,
commissions,  escrow fees,  recording  fees and all applicable  documentary  and
other transfer taxes.


                                       39
<PAGE>
                                                                    Master Lease

         (k) On or  prior to the  Lease  Termination  Date,  the  Lessee  shall,
whether or not any or all of the Property has been sold, pay or cause to be paid
to the Agent  for  repayment  of the  outstanding  balance  of the Notes and the
Equity  Investment  in the manner and  priority  specified  in Article XI of the
Participation  Agreement  (or in the case of  Supplemental  Rent,  to the Person
entitled  thereto) on a Basic Rent Payment Date, in the type of funds  specified
in Section 3.2 hereof,  an amount  equal to the sum of (u) all unpaid Basic Rent
due on or prior to the Lease Termination Date, plus (v) the gross sale proceeds,
if any (less any  marketing,  closing or other  costs,  prorations  for property
taxes and utility  charges or  commissions  related to the sale of the Property)
(the "Gross Remarketing  Proceeds") of the sale of the Property pursuant to this
Section  18.3  hereof,  plus (x) the excess,  if any, of the  Outstanding  Lease
Balance over the Gross Remarketing Proceeds (provided,  that so long as no Lease
Default,  Lease Event of Default,  Acceleration Event or Unmatured  Acceleration
Event  shall have  occurred  and be  continuing,  the  amount of such  excess so
payable  shall  not be  greater  than the  Maximum  Recourse  Amount ), plus (y)
without  duplication,   all  Supplemental  Rent  due  and  owing  on  the  Lease
Termination  Date after giving effect to such payment plus (z) all other amounts
under the Operative  Documents  which have accrued or will accrue prior to or as
of the Lease Termination Date.

         (l) The  Lessee  shall  pay to the  Lessor  on or  prior  to the  Lease
Termination  Date the  amounts,  if any,  required  to be paid  pursuant  to the
Participation Agreement.

         (m)  The  sale  of the  Property  shall  be  consummated  on the  Lease
Termination Date and the Gross Remarketing  Proceeds of the sale of the Property
shall be paid directly to the Lessor.

         (n) To the extent that the Gross  Remarketing  Proceeds  from such sale
exceeds the Outstanding Lease Balance, any Supplemental Rent then due and owing,
and together with any unpaid Basic Rent, then the excess arising  hereunder (the
"Excess  Remarketing  Proceeds"),  shall  be paid  to the  Lessee  on the  Lease
Termination  Date  (provided  that the Lessee  shall have paid all  amounts  due
pursuant to clause (k) above).  If the Property has not been sold on or prior to
the  Lease  Termination  Date  and any  such  sale is  consummated  at any  time
thereafter,  then, if after giving effect to such sale there would be any Excess
Remarketing Proceeds,  the Lessor shall remit to the Lessee,  promptly after the
consummation  of such sale, an amount equal to the Excess  Remarketing  Proceeds
minus the Imputed Return, determined as of the date of such sale.

         Section 18.4.  Procedures If No Sale During  Marketing  Period.  If the
Lessee  effectively elects the Remarketing Option and each of the conditions and
requirements  set forth in Section 18.3 hereof shall have been  satisfied,  but,
nevertheless,  the Lessee is unable to obtain bids for the Property satisfactory
to the Agent pursuant to Section  18.3(h) above and the Property  remains unsold
at the end of the Marketing Period, then the Lessee shall, in addition to making
the payments required pursuant to Sections 18.3(k) and 18.3(l) above, return the
Property to the Lessor (or to any other  Person  specified  by the  Lessor).  In
connection  with such return of the Property,  the Lessee shall, at its own cost
and expense,  do each of the  following  or  otherwise  comply with this Section
18.4:

         (a) the  Lessee  shall,  on or prior  to the  Lease  Termination  Date,
execute  and  deliver  to  the  Lessor  (or  to  the  Lessor's  designee)  (A) a
certificate of the Lessee containing  representations  and warranties  regarding
the  absence of Liens  (other  than  Permitted  Liens of the type  described


                                       40
<PAGE>
                                                                    Master Lease

in clauses (i), (vii),  (viii) and (ix) (to the extent expressly consented to in
writing by the Lessor by or on behalf of the Consenting  Parties) or relating to
an easement,  dedication  or other  transfer that was permitted at the time made
pursuant  to  Section  11.2  hereof)  and (x) of the  definition  of  "Permitted
Liens"),  (B) if  applicable  or  required,  a bill of sale with  respect to all
equipment and other personal property  comprising part of the Property and (C) a
deed or other  conveyance  instrument  of the  Lessee's  entire  interest in the
Property (which shall include an assignment of all of the Lessee's right,  title
and  interest in and to any Loss  Proceeds  with  respect to the Property and an
assignment of all leases and subleases the Property), in each case in recordable
form and  otherwise  in  conformity  with local custom and free and clear of any
Liens attributable to the Lessee;

         (b) the Lessee shall execute and deliver to the Lessor and the Lessor's
title insurance  company an affidavit in customary form as to the absence of any
Liens (other than Permitted  Liens of the type described in clauses (i),  (vii),
(viii) and (ix) (to the extent  expressly  consented to in writing by the Lessor
by or  on  behalf  of  the  Consenting  Parties)  or  relating  to an  easement,
dedication  or other  transfer  that was  permitted at the time made pursuant to
Section 11.2 hereof) and (x) of the definition of "Permitted Liens"),  and shall
execute  and  deliver to the Lessor a statement  of  termination  of this Master
Lease;

         (c) the Lessee shall,  on the Lease  Termination  Date,  (i) vacate the
Property  and,  at the  request  of the  Lessor,  cause any  Subtenant  or other
sublessee of the Property to vacate the Property,  and (ii) transfer  possession
of the Property to the Lessor or any Person  designated  by the Lessor,  in each
case by surrendering  the same into the possession of the Lessor or such Person,
as the case may be, in the condition  required by the Return  Conditions  and in
compliance with Applicable Law;

         (d) on or prior to the Lease Termination Date, the Lessee shall deliver
to the Lessor or any  Person  designated  by the Lessor  copies of all books and
records in any Lessee Parties'  possession or control  regarding the maintenance
and  ownership of the Property,  a current copy of the plans and  specifications
for the Improvements and an assignment of all assignable  licenses necessary for
the operation and maintenance of the Property;

         (e) the Lessee shall, for so long as the Lessor shall own the Property,
cooperate  reasonably with the Lessor and/or any Person designated by the Lessor
to receive the Property,  which  cooperation shall include seeking and obtaining
all necessary  Governmental  Action.  The  obligations  of the Lessee under this
paragraph shall survive the expiration or termination of this Master Lease; and

         (f) in the event that the Lessor  disposes  of the  Property  after the
Remarketing  Period, the Lessee shall be entitled to receive the surplus, if any
of (i) the sum of (A)  all  amounts  paid to the  Lessor  pursuant  to  Sections
18.3(k) and 18.3(l) hereof plus (B) the net sales proceeds of the disposition of
the Property,  over (ii) the sum of (A) the  Outstanding  Lease Balance plus (B)
any costs  incurred by the Lessor in respect of the Property which have not been
otherwise  paid by the Lessee or the Guarantor plus (C) any unpaid Basic Rent or
Supplemental Rent plus (D) the Imputed Returns.

         Section 18.5. Failure to Comply with Remarketing Conditions.  If one or
more of the provisions of the Return Conditions shall not be fulfilled as of the
applicable  date set forth in such provision  (time being of the essence),  then
the Lessor (without prejudice by any delay in doing so) shall declare by written
notice to the Lessee the Remarketing  Option to be null and void (whether or not
it has been  theretofore  exercised  by the  Lessee),  in which event all of the
rights of the Lessee under Section 18.3 hereof shall immediately  terminate and,
as a  consequence  of the  Lessee's  failure  to comply  with  such  Remarketing
Conditions,  the Lessee shall be deemed to have  exercised  its Purchase  Option
with respect to the  Property and the Lessee shall  purchase all of the Property
on the Lease  Termination  Date in  accordance  with the  provisions  of Section
18.1(b) hereof.

                                       41


<PAGE>
                                                                    Master Lease

         Section  18.6.  Sales.  Except as  expressly  set forth in Section 18.3
hereof,  the Lessee  shall not have the right,  power or  authority  to bind the
Lessor in connection  with any proposed  sale of any Property.  The Lessor shall
have the right, but shall be under no duty, to solicit bids, to inquire into the
efforts of the Lessee to obtain bids or otherwise  to take action in  connection
with any such sale.

         Section  18.7.  Certain  Obligations  Continue.  During  the  Marketing
Period,  the obligations of the Lessee to pay Basic Rent and  Supplemental  Rent
with respect to the Property (including any installment of Rent due on the Lease
Termination Date) shall continue undiminished.

         Section  18.8.  Deemed  Election.  Failure  by the  Lessee to deliver a
Remarketing  Notice or Purchase  Notice on or prior to the date occurring  three
hundred and sixty-four  (364) days prior to the Maturity Date shall be deemed to
be an election by the Lessee,  without  further  act  thereby,  of the  Purchase
Option described in Section 18.1(a) hereof, with such purchase to be consummated
on the Lease Termination Date.

                                  ARTICLE XIX
                 PROCEDURES RELATING TO PURCHASE OR REMARKETING

         Section 19.1.  Provisions  Relating to the Exercise of Purchase Option,
Conveyance Upon Remarketing and Conveyance Upon Certain Other Events.


         (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any
termination  of this Master Lease with  respect to the Property  pursuant to the
terms of Article XVI hereof,  in  connection  with any purchase or in connection
with the Lessee's acquisition of the Lessor's interest in and to the Property in
accordance  with  Section  18.1  hereof  or  in  connection  with  the  Lessee's
obligations under Article XVI or Section 17.3(f) or 18.5 hereof,  then, upon the
date on which this Master Lease is to terminate with respect to the Property and
upon  tender by the Lessee of the  amounts  set forth in Article  XVI,  Sections
17.3(f), 18.1(a), or 18.5 hereof as applicable:

                  (i) the Lessor shall  execute and deliver to the Lessee (or to
         the Lessee's designee),  at the Lessee's cost and expense, a grant deed
         and a bill  of sale  or  other  appropriate  conveyance  document  with
         respect to all buildings and containing  representations and warranties
         of grantor  regarding  the absence of Lessor Liens and a


                                       42
<PAGE>
                                                                    Master Lease

         conveyance of the Lessor's entire interest in the Property (which shall
         include an assignment of all of the Lessor's right,  title and interest
         in and to any net  insurance  proceeds with respect to the Property not
         previously  received by the Lessor and an assignment  and assumption of
         leases of such Property), in each case in recordable form and otherwise
         in conformity  with local custom and free and clear of the Lien of this
         Master Lease and the Memoranda of Lease, any other Liens created by the
         Operative  Documents that are  attributable to the Lessor Parties,  and
         any Lessor Liens;

                  (ii) the Property  shall be conveyed to the Lessee "AS IS" and
         in its then present physical condition; and

                  (iii) the Lessor shall, at the Lessee's sole cost and expense,
         execute  and  deliver to the Lessee and the  Lessee's  title  insurance
         company an affidavit  as to the Lessor's  title to the Property and the
         absence of Lessor Liens attributable to the Lessor on the Property, and
         shall,  at the Lessee's sole cost and expense,  (x) execute and deliver
         to the Lessee a statement  of  termination  of this  Master  Lease with
         respect  to the  Property  and the  Memorandum  of Lease  covering  the
         Property  and  releases  of any Liens on the  Property  created  by the
         Operative  Documents  attributable to the Lessor and (y) use reasonable
         commercial efforts to obtain  terminations of any Liens on the Property
         which may be held by the Agent,  including,  in each case,  termination
         statements for any financing statements which are then of record naming
         the Lessor or the Agent,  as the case may be, as the secured party with
         respect to the Property.

         (b) Conveyance Upon Remarketing.  If the Lessee properly  exercises the
Remarketing  Option in accordance with the terms hereof,  then the Lessee shall,
on the Lease Termination Date and at its own cost,  transfer  possession of each
Improvement  (including all Property thereon) to the Lessor or, if such Property
is to be sold  in  accordance  with  Section  18.3  hereof,  to the  independent
purchaser  thereof,  in each case in accordance  with the  provisions of Section
18.3 hereof.

                                   ARTICLE XX
                            RIGHT OF QUIET ENJOYMENT

         Section 20.1. Quiet Enjoyment.  Subject to Section 4.2 and Articles XVI
and XVII hereof, Section 8.1(e) of the Participation Agreement and Article VI of
the Construction  Agency  Agreement,  the Lessor agrees that so long as no Lease
Event of Default has occurred and is  continuing,  it shall not interfere in the
Lessee's  use of the  Property in  accordance  with this Master Lease during the
Lease  Term;  it being  agreed  that the  Lessee's  remedies  for  breach of the
foregoing  covenant shall be limited to a claim for damages or the  commencement
of  proceedings to enjoin such breach.  Such right is independent  of, and shall
not affect,  the Lessor's  rights  otherwise to initiate legal action to enforce
the obligations of the Lessee under this Master Lease.

                                  ARTICLE XXI
                  ACCEPTANCE OF SURRENDER; NO MERGER OF TITLE;
                           ESTOPPEL EQUITY INVESTMENT

         Section 21.1.  Acceptance of  Surrender.  Except as otherwise  provided
herein,  no surrender to the Lessor of this Master Lease or of any or all of the
Property or of any part of any thereof or of any interest therein shall be valid
or effective unless agreed to and accepted in writing by the Lessor and prior to
the payment or performance of all  obligations  required to be paid or performed
hereunder and no act by the Lessor or any representative or agent of the Lessor,
other than a written  acceptance,  shall  constitute  an  acceptance of any such
surrender.

         Section  21.2.  No Merger of  Title.  There  shall be no merger of this
Master Lease or of the  leasehold  estate  created  hereby by reason of the fact
that the same Person may acquire, own or hold, directly or indirectly,  in whole
or in part, (i) this Master Lease or the leasehold  estate created hereby or any
interest  in this  Master  Lease  or such  leasehold  estate  or (ii) the fee or
leasehold  estate  in any or all of the  Property,  except as may  expressly  be
stated in a written  instrument  duly executed and delivered by the  appropriate
Person.

                                       43

<PAGE>
                                                                    Master Lease

         Section 21.3. Estoppel  Certificate.  At any time and from time to time
upon not less than ten (10)  Business  Days' prior  request by the Lessor or the
Lessee (the  "Requesting  Party"),  the other party  (whichever party shall have
received such request,  the "Certifying  Party") shall furnish to the Requesting
Party a certificate  in a form prepared by the  Requesting  Party and reasonably
satisfactory  to the Certifying  Party,  signed by an authorized  officer of the
Certifying  Party  (or,  in the  case  of the  Lessee,  a  Responsible  Officer)
certifying  that this  Master  Lease is in full  force and  effect (or that this
Master  Lease is in full  force and effect as  modified  and  setting  forth the
modifications);  the dates to which the Basic  Rent and  Supplemental  Rent have
been paid; to the best knowledge of the signer of such  certificate,  whether or
not the Requesting  Party is in default under any of its  obligations  hereunder
(and, if so, the nature of such alleged  default);  and such other matters under
this Master  Lease as the  Requesting  Party may  reasonably  request.  Any such
certificate  furnished  pursuant  to this  Article XXI may be relied upon by the
Requesting  Party,  and any  existing or  prospective  mortgagee,  Purchaser  or
lender,  and any accountant or auditor,  of, from or to the Requesting Party (or
any Affiliate thereof).

                                  ARTICLE XXII
                             LESSOR'S RIGHT TO CURE

         Section 22.1. The Lessor's  Right to Cure the Lessee's Lease  Defaults.
The  Lessor,  without  waiving or  releasing  any  obligation  or Lease Event of
Default,  may (but shall be under no obligation  to),  remedy any Lease Event of
Default  for the  account  and at the  sole  cost  and  expense  of the  Lessee,
including  the  failure by the Lessee to  maintain  the  insurance  required  by
Article  XIII  hereof,  and may, to the fullest  extent  permitted  by law,  and
notwithstanding  any  right of quiet  enjoyment  in favor of the  Lessee  or any
Subtenant,  enter upon the  Property  for such  purpose and take all such action
thereon as the Lessor may  reasonably  determine to be necessary or  appropriate
therefor, and the Lessor shall give prompt notice thereof to the Lessee. No such
entry shall be deemed an eviction of the Lessee.  All  reasonable  out-of-pocket
costs and  expenses  so  incurred  (including  fees and  expenses  of  counsel),
together with  interest  thereon at the Overdue Rate from the date on which such
sums or  expenses  are paid by the  Lessor,  shall be paid by the  Lessee to the
Lessor or to such other Person as may be entitled thereto as Supplemental Rent.


                                  ARTICLE XXIII
                              INTENT OF THE PARTIES

         Section 23.1. Nature of Transaction.

         (a) It is the intent of the  parties  hereto  that for  bankruptcy  and
federal,  state and local income tax purposes,  but not for financial accounting
purposes,  the transaction  contemplated  hereby is a financing  arrangement and
preserves ownership of Property in the Lessee.


                                       44

<PAGE>
                                                                    Master Lease

         (b)  Notwithstanding  anything to the contrary  contained herein, it is
the intent of the parties  hereto that the  obligations of the Lessee under this
Master  Lease to pay (x) Basic Rent and  Supplemental  Rent and (y)  Outstanding
Lease Balance or Purchase  Option Price in  connection  with any purchase of the
Property  pursuant to this Master Lease shall be treated as payments of interest
on and  principal of,  respectively,  loans from the Lessor and the other Lessor
Parties to the Lessee,  and this Master Lease,  the Memorandum of Lease,  or the
Precautionary Deed of Trust, covering the Property grant a security interest and
deed of trust or lien,  as the case may be, on all of the Property to the Lessor
to secure the Lessee's  performance  under and payment of all amounts under this
Master  Lease and the  other  Operative  Documents  (other  than the  Guaranty),
including  all  amounts  advanced  by the  Lessor,  Note  Purchaser  and/or  the
Liquidity  Banks for the  payment of the  Outstanding  Lease  Balance  under the
Participation  Agreement  and all other  amounts  payable  under  the  Operative
Documents in connection therewith.

         Section 23.2. Agreement to Pay Maximum Recourse Amount . In furtherance
of the intent of the parties as set forth in Section 23.1 above and as set forth
in  Article V of the  Participation  Agreement,  the Lessee  hereby  absolutely,
unconditionally and irrevocably (1) agrees to pay in full when due (after giving
effect to any applicable grace period),  whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise, all amounts owing to
the Lessor  Parties  (including  all such amounts which would become due but for
the  operation of the automatic  stay under Section  362(a) of the United States
Bankruptcy Code, 11 U.S.C.  ss.362(a),  and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
and (2)  indemnifies and holds harmless the Lessor Parties for any and all costs
and expenses  (including  reasonable  attorneys' fees and expenses)  incurred by
such Person in enforcing any rights under this Section 23.2.

                                  ARTICLE XXIV
                                  MISCELLANEOUS

         Section 24.1. Survival,  Severability;  etc. Anything contained in this
Master Lease to the contrary notwithstanding, all claims against and liabilities
of the  Lessee  or the  Lessor  arising  from  events  commencing  prior  to the
expiration  or earlier  termination  of this  Master  Lease shall  survive  such
expiration  or  earlier  termination  for a  period  of one  year  except  as to
indemnification  which shall  continue to survive.  If any term or  provision of
this  Master  Lease or any  application  thereof  shall be  declared  invalid or
unenforceable,  the remainder of this Master Lease and any other  application of
such term or provision shall not be affected thereby.

         Section 24.2. Amendments and Modifications. Subject to the requirements
of the  Participation  Agreement,  neither this Master  Lease nor any  provision
hereof may be amended, waived,  discharged or terminated except by an instrument
in writing in recordable  form signed by the Lessor and the Lessee and consented
to by  the  Consenting  Parties.  The  Lessor  agrees  that,  at any  time  that
Commercial  Paper is  outstanding,  it shall  provide  (x)  Moody's and S&P with
written notice of any material amendment to this Master Lease and (y) the Lessee
and the Lessor  Parties  with a copy of any such notice  delivered to Moody's or
S&P.

         Section  24.3.  No  Waiver.  No  failure by the Lessor or the Lessee to
insist upon the strict  performance of any term hereof or to exercise any right,
power or remedy upon a default  hereunder,  and no acceptance of full or partial
payment of Rent during the continuance of any such default,  shall  constitute a
waiver of any such default or of any such term. To the fullest extent  permitted
by law, no waiver of any default  shall affect or alter this Master  Lease,  and
this Master  Lease shall  continue in full force and effect with  respect to any
other then existing or subsequent default.

                                       45
<PAGE>
                                                                    Master Lease


         Section  24.4.  Notices.  All  notices,  demands,  requests,  consents,
approvals and other communications hereunder shall be in writing and directed to
the address  described in, and deemed received in accordance with the provisions
of Section 15.3 of the Participation Agreement.

         Section 24.5.  Successors and Assigns.  All the terms and provisions of
this Master  Lease  shall  inure to the benefit of the parties  hereto and their
respective  successors  and  permitted  assigns.  The Lessee may not assign this
Master Lease or any of its rights or  obligations  hereunder in whole or in part
to any Person  without the prior written  consent of the Lessor Parties (each in
its sole and  absolute  discretion);  provided,  however,  that the  Lessee  may
sublease the Property as permitted under Section 6.1 hereof.  The Lessor may not
assign this Master Lease or any of its rights or obligations  hereunder in whole
or in part to any Person  except as permitted or as may be  contemplated  by the
Operative Documents.

         Section 24.6. Headings and Table of Contents. The headings and table of
contents in this Master Lease are for  convenience  of reference  only and shall
not limit or otherwise affect the meaning hereof.

         Section  24.7.  Counterparts.  Subject to Section  24.10  hereof,  this
Master Lease may be executed in any number of counterparts,  each of which shall
be an  original,  but all of which shall  together  constitute  one and the same
instrument.

         Section  24.8.  GOVERNING  LAW. THIS MASTER LEASE SHALL BE GOVERNED BY,
AND  CONSTRUED AND  INTERPRETED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

         Section  24.9.   WAIVER  OF  JURY  TRIAL.  THE  PARTIES  HERETO  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING  OUT OF,
UNDER,  OR IN  CONNECTION  WITH,  THIS  MASTER  LEASE  AND/OR  ANY OF THE  OTHER
OPERATIVE DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED  THEREBY, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
SUCH PARTIES.  THE PARTIES HERETO  ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED
FULL AND SUFFICIENT  CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS
A MATERIAL  INDUCEMENT FOR THE PARTIES  ENTERING INTO THIS MASTER LEASE AND EACH
SUCH OTHER OPERATIVE DOCUMENT.

                                       46

<PAGE>

                                                                    Master Lease

         Section 24.10.  Original Lease.  The single  executed  original of this
Master Lease marked "THIS COUNTERPART IS THE ORIGINAL  EXECUTED  COUNTERPART" on
the signature  page thereof shall be the original  Executed  Counterpart of this
Master  Lease (the  "Original  Executed  Counterpart").  To the extent that this
Master Lease  constitutes  chattel paper, as such term is defined in the Uniform
Commercial  Code  as in  effect  in any  applicable  jurisdiction,  no  security
interest in this Master Lease may be created  through the transfer or possession
of any counterpart other than the Original Executed Counterpart.

         Section 24.11. Tax Representation; Tax Forms.

         (a) The Lessor  represents  that,  with respect to  indebtedness of the
Lessee for federal  income tax purposes  (and  assuming that the payments of (x)
Basic Rent and (y) Purchase Option Price,  Outstanding  Lease Balance or Maximum
Recourse Amount, as the case may be, are treated for federal income tax purposes
as payments of interest and principal,  respectively), it is entitled to receive
any payments to be made to it by the Lessee hereunder without the withholding of
any U.S. federal income tax and will furnish to the Lessee such  certifications,
statements  and other  documents  as are  reasonably  requested by the Lessee to
evidence the Lessor's  exemption from the withholding of any U.S. federal income
tax or to enable the Lessee to comply with any  applicable  laws or  regulations
relating thereto.

         (b) Without  limiting  the effect of the  foregoing  clause (a), if the
Lessor is not created or  organized  under the laws of the United  States or any
state or political  subdivision  thereof, the Lessor will furnish to the Lessee,
to the extent  required for U.S.  federal  income tax purposes and  permitted by
applicable  law,  Internal  Revenue  Service Form W-8 BEN or Form W-8 ECI or any
subsequent  versions  of such forms or  successors  thereto as  evidence  of the
Lessor's complete exemption from the withholding of U.S. federal income tax with
respect to  indebtedness  of the Lessee for federal  income tax  purposes.  Such
forms  shall be  delivered  by the  Lessor  (i) on or before the date the Lessor
becomes  a party to this  Master  Lease  and  promptly  before  the  expiration,
obsolescence  or invalidity of any form  previously  delivered by the Lessor and
(ii) before or promptly after the occurrence of any event  requiring a change in
the most recent form  previously  delivered by it to the Lessee pursuant to this
Section 24.11,  unless, in the case of either clause (i) or (ii), as a result of
the adoption of or a change in applicable law  (including  any statute,  treaty,
ruling or regulation by a governmental,  judicial or taxing authority) occurring
after  the date on which a form was  originally  required  to be  provided,  the
Lessor is not entitled to


                                       47
<PAGE>
                                                                    Master Lease

provide  such a form.  The Lessee shall be entitled to rely on such forms in its
possession  until  receipt of any  revised or  successor  form  pursuant  to the
preceding sentence.

         (c) For any period with  respect to which the Lessor is required  under
clause (b) above to furnish the Lessee with the  appropriate  forms described in
such  clause (b) but has failed to do so (other  than if such  failure is due to
the  adoption  of or a change  in  applicable  law as  described  in the  second
sentence  of  clause  (b)  above),  the  Lessor  shall  not be  entitled  to any
indemnification   with  respect  to  Impositions   under  Section  13.5  of  the
Participation  Agreement,  increased  costs with  respect to Section  4.4 of the
Participation Agreement or additional payments with respect to Other Taxes under
Section 4.6 of the Participation  Agreement to the extent that such Impositions,
increased costs or Other Taxes are imposed as a result of such failure.

         Section  24.12.  Limitation  on  Liability  of the Lessor.  The parties
hereto agree that the Lessor shall have no personal liability  whatsoever to the
Lessee or its  respective  successors  and  assigns for any Claim based on or in
respect of this Master Lease or any of the other Operative  Documents or arising
in any way from the  transactions  contemplated  hereby  or  thereby;  provided,
however, that the Lessor shall be liable for its own willful misconduct or gross
negligence (or negligence in the handling of funds),  for  liabilities  that may
result from the incorrectness of any  representation or warranty  expressly made
by it in Section 7.4 of the  Participation  Agreement or from the failure of the
Lessor to perform its covenants and  agreements  set forth in the  Participation
Agreement,  or for any Tax  based on or  measured  by any  fees,  commission  or
compensation  received  by it for  acting  as a Lessor  as  contemplated  by the
Operative Documents. It is understood and agreed that, except as provided in the
preceding proviso,  the Lessor shall have no personal liability under any of the
Operative Documents as a result of acting pursuant to and consistent with any of
the Operative Documents;  all obligations of the Lessor to the Lessee are solely
nonrecourse  obligations except, as to the Lessor, to the extent that the Lessor
has received payment from others;  all such personal  liability of the Lessor is
expressly waived and released as a condition of, and as  consideration  for, the
execution and delivery of the Operative Documents by the Lessor.

         Section  24.13.  No Joint  Venture.  Any  intention  to  create a joint
venture  or  partnership  relation  between  the Lessor and the Lessee is hereby
expressly disclaimed.

         Section 24.14. No Accord and Satisfaction. The acceptance by the Lessor
of any sums from the  Lessee  (whether  as Basic Rent or  otherwise)  in amounts
which are less than the amounts due and payable by the Lessee  hereunder  is not
intended,  nor shall be construed,  to constitute an accord and  satisfaction of
any dispute between the Lessor and the Lessee  regarding sums due and payable by
the Lessee hereunder,  unless the Note Purchaser and the Agent specifically deem
it as such in writing.

         Section 24.15. Further Assurances. Each party hereto shall promptly and
duly execute and deliver to the other party such  documents and  assurances  and
take  such  further  action  as the  requesting  party  may  from  time  to time
reasonably request in order to carry out more effectively the intent and purpose
of this Master Lease and the other Operative  Documents to which the Lessee is a
party,  to establish and protect the rights and remedies  created or intended to
be created in favor of the parties  hereunder and thereunder,  and to establish,
perfect and maintain  the right,  title and interest of the Lessor in and to the
Property established hereunder.


                                       48
<PAGE>
                                                                    Master Lease

         IN WITNESS  WHEREOF,  the parties have caused this Master Lease be duly
executed and delivered as of the date first above written.

                                  ELECTRONIC ARTS REDWOOD, INC.,
                                  as the Lessee

                                  By:
                                      ------------------------------------------
                                  Name: Khuyen Dang
                                  Title:   Chief Financial Officer


                                       49
<PAGE>
                                                                    Master Lease
                                 -Master Lease-

                                  SELCO SERVICE CORPORATION,
                                  as the Lessor

                                  By:
                                       -----------------------------------------
                                  Name: Donald Davis
                                  Title:   Vice President



                                       50
<PAGE>
                                                                    Master Lease

                                - Master Lease -

Acknowledged by:

FIRST AMERICAN TITLE INSURANCE COMPANY



By:
       ------------------------------------------
       Authorized Signatory


                                       51
<PAGE>
                                                                    Master Lease

                                - Master Lease -

THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART.

Receipt of this original  counterpart  of the  foregoing  Master Lease is hereby
acknowledged as of the date hereof.

                                        KEYBANK NATIONAL ASSOCIATION,
                                        as the Agent

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       52


<PAGE>
<TABLE>
<CAPTION>

                                                    TABLE OF CONTENTS

                                                                                                               Page
<S>      <C>          <C>                                                                                       <C>
ARTICLE I             DEFINITIONS................................................................................1

         Section 1.1.      Definitions; Interpretation...........................................................1

ARTICLE II            LEASE OF IMPROVEMENTS......................................................................1

         Section 2.1.      Acceptance and Lease of the Property..................................................1

         Section 2.2.      Acceptance Procedure..................................................................2

         Section 2.3.      Lease Term............................................................................2

         Section 2.4.      Title/Risk of Loss....................................................................2

ARTICLE III           PAYMENT OF RENT............................................................................2

         Section 3.1.      Basic Rent............................................................................2

         Section 3.2.      Supplemental Rent.....................................................................2

         Section 3.3.      Non-Payment of Rent...................................................................3

         Section 3.4.      Security Deposit......................................................................4

         Section 3.5.      Method of Payment.....................................................................4

         Section 3.6.      Non-Business Day Payments.............................................................4

         Section 3.7.      Assignment of Basic Rent and Other Payments...........................................4

ARTICLE IV            RIGHTS OF THE LESSEE; INSPECTION RIGHTS; REPORTS...........................................4

         Section 4.1.      Rights of the Lessee..................................................................4

         Section 4.2.      Inspection Rights.....................................................................4

         Section 4.3.      Reports...............................................................................5

ARTICLE V             NET LEASE, ETC.............................................................................5

         Section 5.1.      Net Lease.............................................................................5

         Section 5.2.      No Termination or Abatement...........................................................6

ARTICLE VI            ASSIGNMENT BY THE LESSEE; SUBLEASING.......................................................6

         Section 6.1.      General...............................................................................6

         Section 6.2.      Subletting............................................................................7

         Section 6.3.      Assignment of Subleases...............................................................7

ARTICLE VII           LESSEE ACKNOWLEDGMENTS.....................................................................7

         Section 7.1.      Condition of the Property.............................................................7

         Section 7.2.      Acknowledgment of Note Purchases, Equity Investment and Lease Assignment..............8


                                                               -i-
<PAGE>


ARTICLE VIII          POSSESSION AND USE OF THE PROPERTY, ETC....................................................8

         Section 8.1.      Utility Charges.......................................................................8

         Section 8.2.      Possession and Use of the Property....................................................8

         Section 8.3.      Compliance with Applicable Laws and Insurance Requirements............................9

ARTICLE IX            MAINTENANCE AND REPAIR.....................................................................9

         Section 9.1.      Construction of Improvements..........................................................9

         Section 9.2.      Maintenance and Repair................................................................9

         Section 9.3.      Return of Property to the Lessor......................................................9

         Section 9.4.      No Duty of the Lessor to Maintain.....................................................9

ARTICLE X             MODIFICATIONS.............................................................................10

         Section 10.1.     Modifications During the Construction Period.........................................10

         Section 10.2.     Modifications During the Base Lease Term.............................................10

         Section 10.3.     Consent to Modifications.............................................................11

ARTICLE XI            WARRANTY OF TITLE; EASEMENTS..............................................................11

         Section 11.1.     Warranty of Title....................................................................11

         Section 11.2.     Lessee's Grants and Releases of Easements; Lessor's Waivers..........................12

ARTICLE XII           PERMITTED CONTESTS........................................................................13

         Section 12.1.     Permitted Contests in Respect of Applicable Law, Mechanics' Liens and Utility
                           Charges..............................................................................13

ARTICLE XIII          INSURANCE.................................................................................14

         Section 13.1.     Description of Required Coverage.....................................................14

         Section 13.2.     Delivery of Certificate of Insurance.................................................15

         Section 13.3.     No Negation of Certain Other Obligations.............................................16

         Section 13.4.     Adjustment and Disbursement of Proceeds, etc.........................................16

         Section 13.5.     No Insurance by the Lessor, Note Purchaser, the Conduit Agent or the Agent...........16

ARTICLE XIV           RISK OF LOSS; CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS............................16

         Section 14.1.     Risk of Loss, Damage or Destruction During the Construction Period...................16

         Section 14.2.     Risk of Loss, Damage or Destruction During the Base Lease Term or Following
                           the Occurrence and Continuance of a Lease Default or Lease Event of Default or
                           To the Extent Arising as a Result of Any of the Lessee's Actions or Failures
                           To Act...............................................................................17


                                                               -ii-
<PAGE>


         Section 14.3.     Casualty and Condemnation............................................................17

         Section 14.4.     Environmental Matters................................................................19

ARTICLE XV            GRANT OF LIEN; FORECLOSURE OF LESSEE'S INTEREST; FURTHER ASSURANCES.......................20

         Section 15.1.     Grant of Lien by the Lessee, Foreclosure of the Lessee's Interest....................20

ARTICLE XVI           TERMINATION OF LEASE UPON CERTAIN EVENTS WITH RESPECT TO THE PROPERTY.....................24

         Section 16.1.     Termination upon Certain Events......................................................24

         Section 16.2.     Early Termination Procedures.........................................................24

ARTICLE XVII          EVENTS OF DEFAULT; UNWIND EVENTS..........................................................25

         Section 17.1.     Lease Events of Default..............................................................25

         Section 17.2.     Remedies.............................................................................28

         Section 17.3.     Lessor's Remedies....................................................................28

         Section 17.4.     Other Rights of the Lessor...........................................................31

         Section 17.5.     Excess Proceeds......................................................................31

         Section 17.6.     Lessee's Right to Purchase...........................................................31

         Section 17.7.     [Intentionally Omitted]..............................................................32

         Section 17.8.     Unwind Event Remedies................................................................32

         Section 17.9.     Procedures If No Sale in Connection with the Exercise of the Unwind Option...........34

         Section 17.10.    Failure to Comply with Remarketing Conditions in Connection with Exercise of
                           Unwind Option........................................................................35

ARTICLE XVIII         PURCHASE; RENEWAL; REMARKETING............................................................35

         Section 18.1.     Purchase Option......................................................................35

         Section 18.2.     Renewal Option.......................................................................36

         Section 18.3.     Remarketing Option...................................................................37

         Section 18.4.     Procedures If No Sale During Marketing Period........................................40

         Section 18.5.     Failure to Comply with Remarketing Conditions........................................41

         Section 18.6.     Sales................................................................................42

         Section 18.7.     Certain Obligations Continue.........................................................42

         Section 18.8.     Deemed Election......................................................................42


                                                               -iii-
<PAGE>


ARTICLE XIX           PROCEDURES RELATING TO PURCHASE OR REMARKETING............................................42

         Section 19.1.     Provisions Relating to the Exercise of Purchase Option, Conveyance Upon
                           Remarketing and Conveyance Upon Certain Other Events.................................42

ARTICLE XX            RIGHT OF QUIET ENJOYMENT..................................................................43

         Section 20.1.     Quiet Enjoyment......................................................................43

ARTICLE XXI           ACCEPTANCE OF SURRENDER; NO MERGER OF TITLE; ESTOPPEL EQUITY INVESTMENT...................43

         Section 21.1.     Acceptance of Surrender..............................................................43

         Section 21.2.     No Merger of Title...................................................................43

         Section 21.3.     Estoppel Certificate.................................................................44

ARTICLE XXII          LESSOR'S RIGHT TO CURE....................................................................44

         Section 22.1.     The Lessor's Right to Cure the Lessee's Lease Defaults...............................44

ARTICLE XXIII         INTENT OF THE PARTIES.....................................................................44

         Section 23.1.     Nature of Transaction................................................................44

         Section 23.2.     Agreement to Pay Maximum Recourse Amount.............................................45

ARTICLE XXIV          MISCELLANEOUS.............................................................................45

         Section 24.1.     Survival, Severability; etc..........................................................45

         Section 24.2.     Amendments and Modifications.........................................................45

         Section 24.3.     No Waiver............................................................................45

         Section 24.4.     Notices..............................................................................46

         Section 24.5.     Successors and Assigns...............................................................46

         Section 24.6.     Headings and Table of Contents.......................................................46

         Section 24.7.     Counterparts.........................................................................46

         Section 24.8.     GOVERNING LAW........................................................................46

         Section 24.9.     WAIVER OF JURY TRIAL.................................................................46

         Section 24.10.    Original Lease.......................................................................47

         Section 24.11.    Tax Representation; Tax Forms........................................................47

         Section 24.12.    Limitation on Liability of the Lessor................................................48

         Section 24.13.    No Joint Venture.....................................................................48

         Section 24.14.    No Accord and Satisfaction...........................................................48

         Section 24.15.    Further Assurances...................................................................48



                                                               -iv-
</TABLE>

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