* * * * * * * * * * * * * * * * * * * *

                                     Lease

                       230 West Monroe Chicago, Illinois


                    * * * * * * * * * * * * * * * * * * * *
                                    Between

                        Success National Bank (Tenant)

                                      and

                        Teachers Insurance and Annuity 
                            Association of America 
                                  (Landlord)<PAGE>



                                                                          Page 
1. TENANT                                                                    1 

2. PREMISES                                                                  1 

3. RENTABLE SQUARE FEET OF THE PREMISES                                      1 

4. TENANT'S PROPORTIONATE SHARE                                              1 

5. RENT ABATEMENT                                                            1 

6. SECURITY DEPOSIT                                                          1 

7. TENANT'S ADDRESS FOR NOTICES BEFORE POSSESSION DATE                       1 

8. TENANT'S REAL ESTATE BROKER FOR THIS LEASE                                1 

9. TENANT IMPROVEMENTS                                                       1 

10. COMMENCEMENT DATE                                                        1 

11. TERMINATION DATE/TERM                                                    1 

12. BASE YEAR                                                                1 

13. BASE RENT                                                                1 

14. ? 

15. GUARANTOR                                                                2 
     1. LEASE AGREEMENT                                                      2 
     2. RENT                                                                 2 
        A. Types of Rent                                                     2 
          (1) Base Rent                                                      2 
          (2) Operating Cost share Rent                                      2 
          (3) Tax Share Rent                                                 2 
          (4) Additional Rent                                                2 
          (5) Rent                                                           2 
        B. Payment of Operating Cost Share Rent and Tax Share Rent           2 
          (1) Payment of Estimated Operating Cost Share Rent 
             and Tax Share Rent                                              2 
          (2) Correction of Operating Cost Share Rent                        3 
          (3) Correction of Tax Share Rent                                   3 
        C. Definitions                                                       3 
          (1) Taxes                                                          3 
          (2) Operating Costs                                                3 
          (3) Lease Year                                                     4 
          (4) Fiscal Year                                                    4 
        D. Computation of Base Rent and Rent Adjustments                     4 
          1. Prorations                                                      4 
          2. Default Interest                                                4 
          3. Rent Adjustments                                                4 
          4. Books and Records                                               4 

          5. Miscellaneous                                                    5

                                                                          Page <PAGE>



3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER 
     OF PREMISES                                                             5 
     A. Condition of Premises                                                5 
     B. Tenant's Possession                                                  5 
     C. Maintenance                                                          5 
     D. Ownership of Improvements                                            5 
     E. Removal at Termination                                               5 
4. PROJECT SERVICES                                                          5 
     A. Heating and Air Conditioning                                         6 
     B. (Intentionally Omitted)                                              6 
     C. Electricity                                                          6 
     D. Water                                                                6 
     E. (Intentionally Omitted)                                              6 
     F. Window Washing                                                       6 
     G. Telephone Service                                                    6 
     H. Interruption of Services                                             6 
5. ALTERATIONS AND REPAIRS                                                   7 
     A. Landlord's Consent and Conditions                                    7 
     B. Electronic Systems                                                   7 
     C. Damage to Systems                                                    8 
     D. No Liens                                                             8 
6. USES OF PREMISES                                                          8 
7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES                              8 
8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE                              8 
     A. Waiver of Claims                                                     8 
     B. Indemnification                                                      8 
     C. Insurance Coverage                                                   9 
     D. Insurance Certificates                                               9 
9. FIRE AND OTHER CASUALTY                                                   9 
     A. Termination                                                          9 
     B. Restoration                                                          9 
10. EMINENT DOMAIN                                                           9 
11. RIGHTS RESERVED TO LANDLORD                                             10 
     A. Name                                                                10 
     B. Signs                                                               10 
     C. Window Treatments                                                   10 
     D. Service Contracts                                                   10 
     E. Keys                                                                10 
     F. Access                                                              10 
     G. Preparation for Reoccupancy                                         10 
     H. Heavy Articles                                                      10 
     I. Show Premises                                                       11 
     J. Restrict Access                                                     11 
     K. (Intentionally Omitted)                                             11 
     L. Use of Lockbox                                                      11 
     M. Repairs and Alterations                                             11 
     N. Landlord's Agents                                                   11 
     O. Building Services                                                   11 
     P. Other Actions                                                       11 
12. TENANT'S DEFAULT                                                        11 
     A. Rent Default                                                        11 
     B. Assignment/Sublease or Hazardous Substances Default                 11 
     C. Other Performance Default                                           11 
     D. Cross-Default                                                       11 
     E. Credit Default                                                      12 

                                                                          Page <PAGE>



13. LANDLORD REMEDIES                                                       12 
     A. Termination of Lease or Possession                                  12 
     B. Lease Termination Damages                                           12 
     C. Possession Termination Damages                                      12 
     D. Landlord's Remedies Cumulative                                      12 
     E. Waiver of Trial by Jury                                             12 
     F. Litigation Costs                                                    13 
14. SURRENDER                                                               13 
15. HOLDOVER                                                                13 
16. SUBORDINATION TO GROUND LEASES AND MORTGAGES                            13 
     A. Subordination                                                       13 
     B. Termination of Ground Lease or Foreclosure of Mortgages             13 
     C. Security Deposit                                                    13 
     D. Notice and Right to Cure                                            13 
     E. Definitions                                                         14 
17. ASSIGNEMNT AND SUBLEASE                                                 14 
     A. Consent Required                                                    14 
     B. Procedure                                                           14 
     C. Change of Management or Ownership                                   14 
     D. Excess Payments                                                     14 
18. CONVEYANCE BY LANDLORD                                                  14 
19. (Intentionally Omitted)                                                 15 
20. ESTOPPEL CERTIFICATE                                                    15 
21. (Intentionally Omitted)                                                 15 
22. FORCE MAJEURE                                                           15 
23. (Intentionally Omitted)                                                 15 
24. NOTICES                                                                 15 
     A. Landlord                                                            15 
     B. Tenant                                                              15 
25. QUIET POSSESSION                                                        15 
26. REAL ESTATE BROKER                                                      15 
27. MISCELLANEOUS                                                           16 
     A. Successors and Assigns                                              16 
     B. Date Payments are Due                                               16 
     C. Meaning of "Landlord", "Re-entry", "Including" and "Affiliate"      16 
     D. Time of the Essence                                                 16 
     E. No Option                                                           16 
     F. Severability                                                        16 
     G. Governing Law                                                       16 
     H. Lease Modification                                                  16 
     I. No Oral Modification                                                16 

                                                                          Page 
     J. Landlord's Right to Cure                                            16 
     K. Captions                                                            16 
     L. Authority                                                           16 
     M. Landlord's Enforcement of Remedies                                  16 
     N. Entire Agreement                                                    16 
     O. Landlord's Title                                                    16 
     P. Light and Air Rights                                                16 
     Q. Consents                                                            17 
     R. Singular and Plural                                                 17 
     S. No Recording by Tenant                                              17 
     T. Exclusivity                                                         17 
     U. No Construction Against Drafting Party                              17 
     V. Survival                                                            17 
     W. Rent Not Based on Income                                            17 <PAGE>



     X. Building Manager and Service Providers                              17 
     Y. Interest on Late Payments                                           17 
28. UNRELATED BUSINESS INCOME                                               17 
29. HAZARDOUS SUBSTANCES                                                    17 
30. EXCULPATION                                                             18 
31. EXTENSION                                                               18 
APPENDIX A - PLAN OF THE PREMISES 
APPENDIX B - (INTENTIONALLY DELETED) 
APPENDIX C - RULES AND REGULATIONS 
APPENDIX D - MORTGAGES CURRENTLY AFFECTING THE PROJECT<PAGE>



                                     Lease

                               230 West Monroe 
                               Chicago, Illinois

     THIS LEASE (the "Lease") IS MADE AS OF May 8, 1998 between Teachers
Insurance and Annuity Association of America, a New York corporation (the
"Landlord") and the Tenant as named in the Schedule below.  The term "Project"
means the building (the "Building") known as "230 West Monroe" and the land
(the "Land") located at the northeast corner of Monroe and Franklin Streets,
Chicago, Illinois.  "Premises" means that part of the Project leased to Tenant
described in the Schedule and outlined on appendix A.

     The following schedule (the "Schedule") is an integral part of this Lease.
Terms defined in this Schedule shall have the same meaning throughout the
Lease.

                                    SCHEDULE

1. Tenant:  Success National Bank, a national banking association. 
2. Premises:  Approximately 4,200 square feet on the ground floor, and
approximately 873 square feet on the second floor. 
3. Rentable Square Feet of the premises:  5,073 
4. Tenant's Proportionate share:  .8845% (based upon a total of 573,550
rentable square feet in the Building). 
5. Rent Abatement, if any:  None 
6. Security Deposit:  None 
7. Tenant's address for notices before possession date:  One Marriott Drive,
Lincolnshire, Illinois 60069. 
8. Tenant's Real Estate Broker for this Lease:  Broderick Consultants, Inc., 39
south LaSalle Street, Suite 1013, Chicago, Illinois 60603. 
9. Tenant Improvements:  none 
10. Commencement Date:  The earlier of Tenant's opening for business or June 1,
1998. 
11. Termination Date/Term:  The later of (i) June 1, 2008, and (ii) ten (10)
years after the Commencement Date (or if the Commencement Date is not the first
day of a month, then after the first day of the following month). 
12. Base Year:  1998. 
13. Base Rent:

Period Annual Base Rent Monthly Base Rent 
First Lease Year     $207,993.00 ($41.00 per rentable square 
                     foot x 5,073 rentable square feet)            $17,332.75 
Second Lease Year    $212,152.86 ($41.82 per rentable square 
                     foot x 5,073 rentable square feet)            $17,679.41 
Third Lease Year     $216,414.18 ($42.66 per rentable square 
                     foot x 5,073 rentable square feet)            $18,034.52 
Fourth Lease Year    $220,726.23 ($43.51 per rentable square 
                     foot x 5,073 rentable square feet)            $18,393.85 
Fifth Lease Year     $225,139.74 ($44.38 per rentable square 
                     foot x 5,073 rentable square feet)            $18,761.65 
Sixth Lease Year     $229,654.71 ($45.27 per rentable square 
                     foot x 5,073 rentable square feet)            $19,137.89 
Seventh Lease Year   $234,220.41 ($46.17 per rentable square 
                     foot x 5,073 rentable square feet)            $19,518.37 
Eighth Lease Year    $238,939.30 ($47.10 per rentable square 
                     foot x 5,073 rentable square feet)            $19,911.53 <PAGE>



Ninth Lease Year     $243,706.92 ($48.04 per rentable square 
                     foot x 5,073 rentable square feet)            $20,308.91
Tenth Lease Year     $248,577.00 ($49.00 per rentable square 
                     foot x 5,073 rentable square feet)            $20,714.75
14. Guarantor:  None 

1. LEASE AGREEMENT.  On the terms stated in this Lease, Landlord leases the
Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term
beginning on the Commencement date and ending on the Termination Date unless
extended or sooner terminated pursuant to this Lease. 

2. RENT 

     A. Type of Rent.  Tenant shall pay the following Rent in the form of a
check to Landlord's building manager at the office of the Building, or in such
other manner as the Landlord may notify Tenant: 

          (1) Base Rent in monthly installments in advance on or before the
first day of the Lease and the First day of each month of the Term thereafter
in the amount set forth on the Schedule. 

          (2) Operating Cost Share Rent in an amount equal to the Tenant's
Proportionate Share of the increase in Operating Costs for the applicable
Fiscal Year of the Lease (the "Excess Operation Costs") over Operating Costs
incurred in the Base Year, paid monthly in advance in an estimated amount.
Definitions of Operating Costs and Tenant's Proportionate Share, and the method
for billing and payment of Operating Cost Share Rent are set forth in Sections
2B, 2C and 2D. 

          (3) Tax Share Rent in an amount equal to the Tenant's Proportionate
Share of the increase in Taxes for the applicable Fiscal Year of this Lease
(the "Excess Taxes") over the Taxes incurred in the Base Year, paid monthly in
advance in an estimated amount.  A definition of Taxes and the method for
billing and payment of Tax Share Rent are set forth in Sections 2B, 2C and 2D. 

          (4) Additional Rent in the amount of all costs, expenses,
liabilities, and amounts which Tenant is required to pay under this Lease,
excluding Base Rent, Operating Cost Share Rent, and Tax Share Rent, but
including any interest for late payment of any item of Rent. 

          (5) Rent as used in this Lease means Base Rent, Operating Cost Share
Rent, Tax Share Rent and Additional Rent.  Tenant's agreement to pay Rent is an
independent covenant, with no right of setoff, deduction or counterclaim of any
kind. 

     B. Payment of Operating Cost Share Rent and Tax Share Rent 

          (1) Payment of Operating Cost Share Rent and Tax Share Rent.
Landlord shall estimate the Operating Costs and Taxes of the Project each
Fiscal Year, generally after the beginning of the year.  Landlord may revise
these estimates whenever it obtains more accurate information, such as the
final real estate tax assessment or tax rate for the Project. 

          Within ten (10) days after notice from Landlord setting forth (a) an
estimate of Operating Costs for a particular Fiscal Year and (b) Landlord's
estimate of the amount by which Operating Costs for such Fiscal Year exceed
those for the Base Year ("Excess Operating Costs"), Tenant shall pay Landlord<PAGE>



an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of such
estimated Excess Operating Costs for such Fiscal Year, multiplied by the number
of months that have elapsed in the applicable Fiscal Year to the date of such
payment including the current month, minus payments previously made by Tenant
for the months elapsed.  Thereafter on the first day of each month, Tenant
shall pay monthly until a new estimate of Operating Costs is applicable,
one-twelfth (1/12th) of Tenant's Proportionate Share of the estimated Excess
Operating Costs. 

          Within ten (10) days after notice from landlord setting forth (a) an
estimate of Taxes for a particular Fiscal year and (b) Landlord's estimate of
the amount by which Taxes for such Fiscal Year exceed those for the Base Year
("Excess Taxes"), Tenant shall pay Landlord an amount equal to one-twelfth
(1/12th) of Tenant's Proportionate Share of such estimated Excess Taxes,
multiplied by the number of months that have elapsed in the applicable Fiscal
Year to the date of such payment, including the current month, minus payments
previously made by Tenant for the months elapsed.  Thereafter on the first day
of each month, Tenant shall pay monthly until a new estimate of Taxes is
applicable, one-twelfth (1/12th) of Tenant's Proportionate Share of the
estimated Excess Taxes. 

          (2) Correction of Operating Cost Share Rent.  As soon as reasonably
possible after the end of each Fiscal Year, Landlord shall deliver to Tenant a
report for such year (the "Operating Cost Report") setting forth (a) the actual
Operating Costs incurred for the applicable Fiscal Year and the Base Year, (b)
the amount of Operating Cost Share Rent due from Tenant and (c) the amount of
Operating Cost Share Rent paid by Tenant.  Within Twenty (20) days after such
delivery, Tenant shall pay to Landlord the amount due minus the amount paid.
If the amount paid exceeds the amount due, Landlord shall apply the excess to
Tenant's next month's payment of Operating Cost Share Rent, refunding any
overage directly to Tenant. 

          (3) Correction of Tax Share Rent.  As soon as reasonably possible
after the end of each Fiscal Year, Landlord shall deliver to Tenant a report
for such Fiscal Year (the "Tax Report") setting forth (a) the actual Taxes
incurred for the applicable Fiscal Year and the Base Year, (b) the amount of
Tax Share Rent due from Tenant, and (c) the amount of Tax Share Rent paid by
Tenant.  Within twenty (20) days after such delivery, Tenant shall pay to
Landlord the amount due from Tenant minus the amount paid by Tenant.  If the
amount paid exceeds the amount due, Landlord shall apply any the excess as a
credit against Tenant's next month's payment of Tax Share Rent, refunding any
overage to Tenant. 

     C. Definitions 

          (1) Taxes.  "Taxes" means any and all taxes, assessments and charges
of any kind, general or special, ordinary or extraordinary, levied by any
governmental entity, which Landlord shall pay or become obligated to pay in
connection with the ownership, leasing, renting, management, control or
operation of the Project or of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith.  Taxes shall
include real estate taxes, personal property taxes, sewer rents, water rents,
special or general assessments, transit taxes, ad valorem taxes, and any tax
levied on the rents hereunder or the interest of Landlord under this Lease (the
"Rent Tax").  Taxes shall also include all legal fees and other costs and
expenses paid by Landlord in seeking a refund or reduction of any Taxes,
whether or not the Landlord is ultimately successful. <PAGE>




          For any year, the amount to be included in Taxes (a) from taxes or
assessments payable in installments, shall be the amount of the installments
(with any interest) due and payable during such year, and (b) from all other
Taxes, shall at Landlord's election be the amount accrued, assessed, or
otherwise imposed for such year or the amount due and payable in such year.
Any refund or other adjustment to any Taxes by the taxing authority shall apply
during the year in which the adjustment is made. 

          Taxes shall not include any net income (except Rent Tax), capital,
stock, succession, transfer, franchise, gift, estate or inheritance tax, except
to the extent that such tax shall be imposed in Lieu of any portion of Taxes. 

          (2) Operating Costs.  "Operating Costs" means any expenses, costs and
disbursements of any kind other than Taxes, paid or incurred by Landlord in
connection with the ownership, leasing management, maintenance, operation and
repair of any part of the Project and of the personal property, fixtures,
machinery, equipment, systems and apparatus used in connection therewith,
including the cost of providing those services required to be furnished by
Landlord under this Lease.  Operating Costs shall not include (a) costs of
alterations of tenant premises; (b) costs of capital improvements, except those
intended to reduce Operating Costs, and those made to keep the Project in
compliance with governmental requirements applicable from time to time,
amortized by Landlord in accordance with sound accounting and management
principles; (c) interest and principal payments on mortgages or any other debt
costs, or rental payments on any ground lease of the Project ("Ground Lease");
(d) real estate brokers' leasing commissions; ()e) any cost or expenditure for
which Landlord is reimbursed, by insurance proceeds or otherwise, except by
Operating Cost Share Rent; and (f) the cost of any service furnished to any
office tenant of the Project which Landlord does not make available to Tenant.
In addition, and with respect to the Premises only, Operating Costs shall not
include any costs associated with the sue and maintenance of the elevators of
the Building or the costs associated with providing the janitorial services to
the other tenants in the Building. 

     If the Project is not fully leased during any portion of any Fiscal Year,
Landlord may adjust (an "Equitable Adjustment") Operating Costs to equal what
would have been incurred by Landlord had the Project been fully leased.  For
example, assume (i) the Building has ten floors; (ii) the Tenant occupies one
floor and Tenant's Proportionate Share is ten percent (10%); (iii) the other
nine floors are vacant; (iv) the cost of providing a particular service for
Tenant's floor is $1,000.  If Tenant paid Tenant's Proportionate Share of that
cost, Tenant would pay $100.  Instead, Landlord shall estimate the cost of such
service for the Building if it were one hundred percent (100%) leased.
Landlord would take into account any economies of scale; for example, the cost
for the entire Building might be $9,000.  The Landlord's estimate ($9,000)
minus the actual cost incurred by the Landlord ($1000) equals the Equitable
Adjustment ($8000).  The Equitable Adjustment is added to the actual cost and
Tenant pays Tenant's Proportionate Share of the total; in this example, Tenant
would pay $9,000 times 10% or $900.  This equitable Adjustment shall apply only
to Operating Costs which are variable and therefore increase as leasing of the
Project increases.  Landlord may incorporate the Equitable Adjustment in its
estimate of Operating Costs. 

     If Landlord does not furnish any particular service whose cost would have
constituted an Operating Cost to a tenant who has undertaken to perform such
service itself, Operating Costs shall be increased by the amount which landlord<PAGE>



would have incurred if it had furnished the service to such tenant, unless
Landlord shall have previously consented to the performance of such service by
such tenant. 

     (3) Lease Year.  "Lease Year" means each consecutive twelve-month period
beginning with the Commencement Date, except that if the Commencement Date is
not the first day of a calendar month, then the first Lease Year shall be the
period from the commencement Date through the final day of the twelve months
after the first day of the following month, and each subsequent Lease Year
shall be the twelve months following the prior Lease Year. 

     (4) Fiscal Year.  "Fiscal Year" means the calendar year, except that the
first fiscal year and the last fiscal year of the Term may be a partial
calendar year. 

D. Computation of Base Rent and Rent Adjustments. 

     (1) Prorations.  If this Lease begins on a day other than the first day of
a month, the Base Rent, Operating Cost Share Rent and Tax Share Rent shall be
prorated for such partial month.  If this Lease begins on a day other than the
first day, or ends on a day other than the last day, of the Fiscal year,
Operating Cost Share Rent and Tax Share Rent shall be prorated for the
applicable Fiscal Year. 

     (2) Default Interest.  Any sum due from Tenant to Landlord not paid when
due shall bear interest from the date due until paid at the annual rate equal
to the greater of:  (i) twelve percent (12%), or five percent (5%) plus the
"Corporate Base Rate" at the time of such nonpayment.  "Corporate Base Rate"
means the rate of interest most recently announced by the First National Bank
of Chicago, or its successor (the "First") as its corporate base rate.  If the
First ceases to use the term corporate base rate, then the Corporate Base Rate
shall be the rate used by the First as a base rate of interest for commercial
loans, however this rate is designated by the First.  A certificate by an
officer of the First stating the corporate base rate (or such designated rate)
in effect shall be conclusive evidence thereof. 

     (3) Rent Adjustments.  If the number of rentable square feet in either the
Premises or the Building shall be changed, Tenant'' Proportionate Share shall
be appropriately recalculated as of the date of the change.  If any Operating
Costs paid in one Fiscal Year relates to more than one Fiscal Year, Landlord
may proportionately allocate such Operating Cost among the related Fiscal
Years. 

     (4) Books and Records.  Landlord shall maintain books and records
reflecting the Operating Costs and Taxes in accordance with sound accounting
and management practices.  Tenant, and its agents and representatives, may
inspect Landlord's records at Landlord's office upon one day's prior notice
during normal business hours during the sixty (60) days following delivery of
either the Operating Cost Report or the Tax Report.  Tenant and any agent or
representative must agree, in their contract for such services, that the
results of any such inspection shall be kept entirely confidential and shall
specifically not be made available to any other tenant of the Building.  Unless
Tenant sends to Landlord any written exception to either such report within
said sixty (60) day period, such report shall be deemed final and accepted by
Tenant.  Tenant shall pay the amount shown on both reports in the manner
prescribed in this Lease, whether or not Tenant takes any such written
exception, without any prejudice to such exception.  If Tenant makes a timely<PAGE>



exception, Landlord shall cause its independent certified public accountant to
issue a final and conclusive resolution of Tenant's exception.  Tenant shall
pay the cost of such certification unless Landlord's original determination of
annual Operating Costs or Taxes was in error by amore than five percent (5%). 

     (5) Miscellaneous.  So long as Tenant is in default of any obligation
under this Lease, Tenant shall not be entitled to any refund of any amount from
Landlord.  If this Lease is terminated for any reason prior to the annual
determination of Operating Cost Share Rent or Tax Share Rent, either party
shall pay the full amount due to the other within fifteen (15) days after
Landlord's notice to Tenant of the amount when it is determined.  Landlord may
commingle any payments made with respect to Operating Cost Share Rent or Tax
Share Rent, without payment of interest. 

3. PREPARATION AND CONDITION OF PREMISE; POSSESSION AND SURRENDER OF PREMISES. 

     A. Condition of Premises.  Except to the extent of the Tenant Improvements
item on the Schedule, Landlord is leasing the Premises to Tenant "as is,"
without any representations or warranties, including any express or implied
warranties of merchantability, fitness or habitability, and without any
obligation to alter, remodel, improve, repair, decorate or clean any part of
the Premises. 

     B. Tenant's Possession.  Tenant's taking possession of any portion of the
Premises shall be conclusive evidence that such portion was in good order,
repair and condition.  Landlord shall permit Tenant to enter the Premises
beginning on the latest day of execution of this Lease by Landlord and Tenant
(the "Execution Date") for non-business purposes, unless, as of the Execution
Date, Talman Home Federal Savings and Loan Association of Illinois has not
both:  (i) vacated the Premises (the "Talman Exit") and (ii) executed a lease
termination agreement with Landlord (the "Talman Termination"), in which event
Landlord shall permit Tenant to enter the Premises as of the latest date on
which both the Talman Exit and Talman Termination have occurred.  All terms of
this Lease shall apply to such pre-Term possession, except Tenant's obligation
to pay Base Rent, Operating Cost Share Rent and Tax Share Rent. 

     C. Maintenance.  Throughout the Term, Tenant shall maintain the Premises
in their condition as of the Completion Date, loss or damage caused by the
elements, ordinary wear, and fire and other casualty excepted, and at the
termination of this Lease, or Tenant's right to possession, Tenant shall return
the Premises to Landlord in broom-clean condition.  To the extent Tenant fails
to perform either obligation, Landlord may, but need not, restore the Premises
to such condition and Tenant shall pay the cost thereof. 

     D. Ownership of Improvements.  All Work as defined in Section 5,
partitions, hardware, and all fixtures except trade fixtures, constructed in
the Premises by either Landlord or Tenant, shall become Landlord's property
upon installation without compensation to Tenant, unless Landlord consents
otherwise in writing, or requires Tenant to remove any such item at the
termination of the Lease or of Tenant's right to possession. 

     E. Removal at Termination.  Tenant shall remove its trade fixtures,
furniture, moveable equipment and other personal property from the Premises
upon the termination of this Lease or Tenant's right of possession.  If Tenant
does not, then Tenant shall be conclusively presumed to have, at Landlord's
election (i) conveyed such property to Landlord without compensation or (ii)
abandoned such property, and Landlord may dispose of any part thereof in any<PAGE>



manner without liability to Tenant or any other person.  Landlord shall have no
duty to be a bailee of any such personal property.  If Landlord elects
abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred
for disposition. 

4. PROJECT SERVICES 

Landlord shall furnish services as follows: 

     A. Heating and Air Conditioning.  During the normal business hours of 8:00
a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on
Saturday, Landlord shall furnish heating and air conditioning to provide a
comfortable temperature, in Landlord's judgment, for normal business
operations, except to the extent Tenant installs equipment which adversely
affects the temperature maintained by the air conditioning system.  If Tenant
installs such equipment, Landlord may install supplementary air conditioning
units in the Premises, and Tenant shall pay to Landlord upon demand as
Additional Rent the cost of installation, operation and maintenance thereof. 

     Landlord shall furnish heating and air conditioning after business hours
if Tenant provides Landlord at least twenty-four (24) hours' notice and pays
Landlord a fee of $75 per hour for such additional heating or air conditioning
(the "After Hours Fee").  The After Hours Fee may be increased by Landlord as
reasonably determined from time to timed on actual increases in Landlord's
costs for such service.  Tenant shall pay the After Hours Fee as Additional
Rent on or before the first day of the month following the date on which the
after hours heating and air conditioning services were rendered. 

     B. (Intentionally Omitted.) 

     C. Electricity.  All the electricity used in the Premises shall be
supplied through a separate meter and be paid for Tenant, Provided that
Landlord shall pay for the electricity required for the operation of the
heating and air conditioning systems in the Premises during the hours specified
in Paragraph 4A above, and shall include such payment in Operating Costs.  Any
decrease or discontinuance of electric service shall not affect the parties'
rights and obligations under this Lease.  Tenant shall not sue electricity at a
rate which causes the use by all tenants to exceed the capacity of the Building
or the risers or wiring to the Premises.  Landlord shall at Tenant's expense
maintain the light fixtures and install lamps, bulbs, ballasts and starters in
the premises. 

     Tenant shall pay for all electricity required for alterations and repairs
to the Premises, and for the operation of any supplementary air conditioning or
ventilating system required for its equipment. 

     D. Water.  Landlord shall furnish cold water for drinking and toilet
purposes, and cold and hot water for lavatory purposes.  Tenant shall pay
Landlord for water furnished for any other purpose as Additional Rent at rates
fixed by Landlord.  Tenant shall not permit water to be wasted. 

     E. (Intentionally Omitted.) 

     F. Window Washing.  Landlord shall furnish window washing, not less than
three (3) times during each Lease Year (weather permitting) and at intervals
determined by Landlord in its sold discretion, only with respect to the
exterior surface of those windows of the Premises which are located on the<PAGE>



exterior of the Building and which face the street.  The actual costs of such
window washing shall be included in Tenant's Operating Costs. 

     G. Telephone Services.  Tenant shall arrange for telephone service in the
Premises directly with the telephone company.  Tenant shall pay the cost of all
charges for installation and service. 

     H. Interruption of Services.  No interruption of services caused by
repairs, replacements, or alterations to the service system, or by any other
cause beyond the reasonable control of Landlord, shall be deemed an eviction or
disturbance of Tenant's possession of any part of the Premises, or render
Landlord liable to Tenant for damages, or otherwise affect the rights and
obligations of Landlord and Tenant under this Lease; except as provided below: 

     The Rent otherwise payable under this Lease shall abate in the manner
described in the last sentence of this paragraph if all of the following
conditions are met:  (i) Landlord ceases to furnish any service in the Building
as a result of a condition which affects only the Building (i.e. which does not
affect office building in general in the vicinity of the  Building); (ii)
Tenant notifies Landlord in writing within one (1) business days after such
cessation; (iii) such cessation is not caused by Force Majeure (as defined in
Section 21 below); (iv) such cessation is not the result of an act or omission
of Tenant; and (v) the Premises (or a material portion thereof) is rendered
untenantable (meaning that Tenant is unable to use such space in the normal
course of its business) and Tenant in fact ceases to use such space as a result
of such cessation.  As Tenant's sole3 and exclusive remedy for such cessation,
on the sixth day after all of the foregoing conditions have been met, the Rent
payable hereunder shall be equitably abated based upon the percentage of the
space in the Premises so rendered untenantable and not being so used by Tenant,
and such abatement shall continue until the date the Premises become fully
tenantable again. 

5. ALTERATIONS AND REPAIRS. 

     A. Landlord's Consent and Conditions.  Tenant shall not make any
improvements or alterations in or additions, changes or installations to the
Premises which (i) impact the base structural components or the heating, air
conditioning, ventilation, electrical, plumbing or mechanical systems
(collectively, the "Systems") of the Building, or (ii) impact any other
tenant's premises (collectively, the "Systems/Structure Work"), without
submitting plans and specifications to Landlord and obtaining landlord's prior
written consent (which consent Landlord may withhold in its sole discretion).
Tenant shall not make any improvements or alterations in or additions, changes
or installations to the Premises which are not deemed Systems/Structure Work,
without submitting planned and specifications to Landlord and obtaining
Landlord's prior written consent (which consent shall not be unreasonable
withheld), if (a) the cost thereof is in excess of $5,000.00, or (b) such
improvements, alterations, additions, changes or installations are visible from
outside the Premises (collectively, the "Non-Systems Work").  Tenant shall be
allowed to make any improvements or alterations in or additions, changes or
installations to the Premises which are not deemed Systems/Structure Work of
Non-Systems Work without Landlord's consent (coll3ectively, the "Non-Consent
Work").  Systems/Structure Work, Non-0Systems Work and Non-Consent Work are
sometimes collectively referred to herein as the "Work."  Landlord shall inform
Tenant of its approval or disapproval of any such Systems/Structure Work or
Non-Systems Work within fifteen (15) days after receipt of a complete set of
plans and specifications therefor.  Tenant shall pay Landlord's standard charge<PAGE>



for review of the plans and all other items submitted by Tenant.  Tenant shall
pay for the cost of all Work.  All Work shall become the property of Landlord
upon its installation, except for Tenant's trade fixtures and for items which
Landlord requires Tenant to remove at Tenant's cost at the termination of the
Lease.  The following requirements shall apply to all Work: 

          (1) Prior to commencement, Tenant shall furnish to Landlord building
permits, certificates of insurance satisfactory to Landlord, and, at Landlord's
request, security for payment of all costs. 

          (2) Tenant shall perform all Work so as to maintain peach and harmony
among other contractors serving the Project and shall avoid interference with
other work to be performed or services to be rendered in the Project. 

          (3) The Work shall be performed in a good and workmanlike manner,
meeting the standard for construction and quality of materials in the Building,
and shall comply with all insurance requirements and all applicable laws,
ordinances and regulations. 

          (4) Tenant shall permit Landlord to supervise all Work.  Landlord may
charge a supervisory fee not to exceed fifteen percent (15%) of labor,
material, and all other costs of the Work, if Tenant's employees or contractors
perform the Work. 

          (5) Upon completion, Tenant shall furnish Landlord with contractor's
affidavits and full and final statutory waivers of liens, as-built plans and
specifications, and receipted bills covering all labor and materials. 

     B. Electronic Systems.  If Tenant notifies Landlord that Tenant requires
additional electrical or cable capacity for telegraph, telephone, burglar
alarm, security camera, computer, or signal service, Landlord shall direct how
the installation shall be done.  Tenant shall make no installation of any kind
except in accordance with landlord's direction.  At Landlord's election,
Landlord may make the installation itself.  Tenant shall pay for the entire
cost of both the installation and the service. 

     C. Damage to Systems.  If any part of the mechanical, electrical or other
systems in the Premises shall be damaged, Tenant shall promptly notify
Landlord, and Landlord shall repair such damage.  Landlord may also at any
reasonable time make any repairs or alterations which Landlord deems necessary
for the safety or protections of the Project, or which Landlord is required to
make by any court or other governmental authority.  Tenant shall at its expense
make all other repairs necessary to keep Premises, and Tenant's fixtures and
personal property, in good order, condition and repair; to the extent Tenant
fails to do so,, Landlord may make such repairs itself.  The cost of any
repairs made by Landlord on account of Tenant's default, or on account of the
misuse or neglect by Tenant or its invitees, contractors or agents anywhere in
the Project, shall become Additional Rent payable on demand by Tenant. 

     D. No Liens.  Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest only.  If any mechanic's
lien shall be filed or claim of lien made for work or materials furnished to
Tenant, then Tenant shall at its expense within ten (10) days thereafter either
discharge or contest the lien or claim.  If Tenant contests the lien or claim,
then Tenant shall (i) within such ten (10) day period, provide Landlord
adequate security for the lien or claim, (ii) contest the lien or claim in good<PAGE>



faith by appropriate proceedings that operate to stay its enforcement, and
(iii) pay promptly any final adverse judgment entered in any such proceeding.
If Tenant does not comply with these requirements, Landlord may discharge the
lien or claim, and the amount paid, as well as reasonable attorney's fees and
other expenses incurred by Landlord, shall become Additional Rent payable on
demand by Tenant. 

6. USES OF PREMISES.  Tenant shall use the Premises only for general office
purposes and the conduct of a general banking business, in which conduct Tenant
may engage in any lawful activity reasonably related to a general banking
business, including, but not limited to, receiving deposits, making loans,
providing safe deposit services, billing services, computer and data services,
bookkeeping services, storage, leasing, investing or providing trust department
services.  Any activity in which Tenant is required or permitted to engage by
any regulatory agency have authority over Tenant's banking business activities
shall be deemed a permitted use of the Premises, provided that such activity is
in accordance with the other terms and provisions of this Lease.
Notwithstanding the foregoing, Tenant shall not allow any use of the Premises
which will negatively affect the cost of coverage of Landlord's insurance on
the Project.  Tenant shall not allow any inflammable or explosive liquids or
materials to be kept on the Premises.  Tenant shall not allow any use of the
Premises which would cause the value or utility of any part of the Premises to
diminish or would interfere with any other Tenant or with the operation of the
Project by Landlord.  Tenant shall not permit any nuisance or waste upon the
Premises, or allow any offensive noise or order in or around the Premises.
Tenant shall not place vending or dispensing machines of any kind in the
Premises, except those use exclusively by Tenant's employees. 

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.  Tenant shall comply with all
governmental laws or regulations applying to its use of the Premises.  Tenant
shall also comply with all rules established for the Project from time to time
by Landlord.  The present rules are contained in Appendix C.  Failure by
another tenant to comply with the rules or failure by Landlord to enforce them
shall not relieve Tenant of its obligation to comply with the rules or make
Landlord responsible to Tenant in any way. 

8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE. 

     A. Waiver of Claims.  (1) To the extent permitted by law, Tenant waives
any claims it may have against the Landlord or its officers, directors, agents,
contractors or employees for business interruption, damage to property, or any
other loss sustained by Tenant as the result of any accident or occurrence in
the Project or of any part of the Building becoming in disrepair. 

          (2) To the extent permitted by law, Landlord waives any claims it may
have against the Tenant or its officers, directors, agents, contractors or
employees for rent loss, damage to property, or any other loss sustained by
Landlord as the result of any accident or occurrence in the Premises or Project
of any part of the Premises becoming in disrepair. 

     B. Indemnification.  (1)  Tenant shall indemnify, defend and hold harmless
Landlord, the property manager of the Project and their respective directors,
officers, employees, agents and contractors against any claims by any third
party for injury to any person or damage to or loss of any property occurring
in the Project and arising from the use of the Premises or from any other act
or omission of Tenant or any of Tenant's employees, agents, invitees or
contractors. <PAGE>




          (2)  Landlord shall indemnify, defend and hold harmless Tenant and
its officers, directors, servants, agents and employees against any claims or
liability for damage to person or property (or for loss or misappropriation of
property) occurring in the PREMISES OR Project, proximately caused by the
intentional misconduct or sole negligence of Landlord or of any employee,
agent, servant, invitee or contractor of Landlord occurring during the Term,
and from any costs relating thereto (including, without limitation, attorneys'
fees), but only to the extent of the sum of (i) Landlord's deductibles under
the insurance policy required to be obtained by Landlord hereunder, and (ii)
amounts of insurance proceeds recoverable under such insurance policy. 

     C. Insurance Coverage.  Tenant shall maintain insurance customary for an
office tenant, with such terms, coverages and insurers, as Landlord shall
reasonably require from time to time.  Initially, such insurance shall include:

          (1) Commercial General Liability Insurance, with (a) Contractual
Liability including the indemnification provisions contained in this Lease, (b)
a severability of interest endorsement, (c) limits of not less than One Million
Dollars ($1,000,000) combined single limit per occurrence for bodily injury,
sickness or death, and property damage, and umbrella coverage of not less than
Five Million Dollars ($5,000,000), and (d) Landlord and Landlord's building
manager named as additional insureds. 

          (2) Insurance against "All Risks" of physical loss covering the
replacement cost of all of tenant's fixtures and personal property.  Tenant's
property insurance shall include a waiver of subrogation.  Tenant's insurance
shall be primary and not contributory. 

     D. Insurance Certificates.  Tenant shall deliver to Landlord certificates
and endorsements evidencing all required insurance no later than five (5) days
prior to the Commencement Date and each renewal date.  Each Certificate will
provide for the thirty (30) days prior written notice of cancellation to
Landlord and Tenant. 

9. FIRE AND OTHER CASUALTY. 

     A. Termination.  If a fire or other casualty causes substantial damage to
the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant, the
amount of time needed to restore the Building and the Premises to
tenantability, using standard working methods.  If the time needed exceeds
twelve (12) months from the beginning of the restoration, or two (2) months
therefrom if the restoration would begin during the last twelve (12) months of
the Lease, then in the case of the Premises, either Landlord or Tenant may
terminate this lease, and in the case of the Building, Landlord may terminate
this Lease, by notice to the other party within ten (10) days after the
notifying party's receipt of the architect's certificate.  The termination
shall be effective thirty (30) days from the date of the notice and Rent shall
be paid by Tenant to that date, within an abatement for any portion of the
space which has been untenantable after the casualty.. 

     B. Restoration.  If a casualty causes damage to the Building or the
Premises but this Lease is not terminated for any reason, then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the
applicable insurance proceeds and diligently restore the Building and the
Premises subject to current governmental requirements.  Tenant shall replace<PAGE>



its damaged personal property and fixtures.  Rent shall be abated on a per diem
basis during the restoration for any portion of the Premises which is
untenantable, except to the extent that Tenant's negligence caused the casualty
and Landlord's rent loss insurance would not provide coverage if the Rent were
abated. 

10. EMINENT DOMAIN.  If a part of the Project is taken by eminent domain or
deed in lieu thereof which is so substantial that the Premises cannot
reasonably be used by Tenant for the operation of its business, then either
party may terminate this Lease effective as of the date of the taking.  If any
substantial portion of this Project is taken without affecting the Premises,
then Landlord may terminate this Lease as of the date of such taking.  Rent
shall abate from the date of the taking in proportion to any part of the
Premises taken.  The entire award for taking of any kind shall be paid to
Landlord, and Tenant shall have no right to share in the aware; provided, that
Tenant may pursue a separate award in connection with the condemnation or
taking as long as no such recover reduces the award otherwise payable to
Landlord.  All obligations accrued to date of the taking shall be performed by
each party. 

11. RIGHTS RESERVED TO LANDLORD. Landlord may exercise at any time any of the
following rights respecting the operation of the Project without liability to
the Tenant of any Kind: 

     A. Name.  To change the name or street address of the Building or the
suite numbers of the Premises. 

     B. Signs.  To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its discretion prior to
installation any of the Tenant's signs in the Premises visible from the common
areas or the exterior of the Building; provided, however, that Tenant may
install and maintain (i) five (5) electrical exterior signs on the ground level
of the Building located under the Building overhand, (ii) one (1) electrical
sign located in proximity to the revolving door entrance to the Building and
installed on the southerly perimeter glass wall of the Premises and (iii) one
(1) non-electrical sign located in proximity to the sliding-glass doors in the
Premises on the westerly perimeter glass wall of the Premises, in each case, in
locations and in size, material, content, design, color, wording and method of
installation as approved by Landlord, which approval shall not be unreasonably
withheld ("Signage").  The Signage shall in all cases be of the same quality
and appearance as signage of comparable banks in comparable downtown Chicago
office buildings.  Tenant, at its sold cost and expense shall prior to
installation obtain all permits required from governmental authorities for the
Signage.  Tenant shall install and maintain the Signage (i) in compliance with
all applicable governmental and quasi-governmental laws, rules and regulations;
(ii) in good condition and repair; and (iii) shall remove the Signage at the
end of the term of this Lease and repair any damage caused by such removal.  No
alterations or changes shall be made to such Signage without landlord's prior
written consent, which consent shall not be unreasonably withheld. 

     C. Window Treatments.  To approve, at its discretion, prior to
installation any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building. 

     D. Service Contracts.  To enter into service contracts with all providers
furnishing toilet supplies or other services to the Premises, provided that the<PAGE>



rates charged are reasonably competitive for office buildings in the Chicago
area. 

     E. Keys.  To retain and use at any time passkeys to enter the Premises or
any door within the Premises, upon twenty-four (24) hours' prior notice to
Tenant (except in the event of emergency).  Tenant shall not alter or add any
lock or bolt without the prior consent of Landlord, which consent shall not be
unreasonably withheld or delayed. 

     F. Access.  To have access to inspect the Premises, and to perform its
obligations, or make repairs, alterations, additions or improvements, as
permitted by this lease. 

     G. Preparation for Reoccupancy.  To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant
abandons the Premises, without relieving Tenant of any obligation to pay Rent. 

     H. Heavy Articles.  To approve the weight, size, placement and time and
manner of movement within the Building of any safe or other heavy article of
Tenant's property.  Tenant shall move its property entirely at its own risk. 

     I. Show Premises.  To show the Premises to prospective purchasers or
brokers at any reasonable time, and to prospective tenants during the final
year of the Term, provided that Landlord gives prior notice to Tenant and does
not materially interfere with Tenant's use of the Premises. 

     J. Restrict Access.  To restrict access to the Project during such hours
as Landlord shall determine, so long as Landlord shall admit Tenant at all
times, subject to appropriate regulation by Landlord. 

     K. (Intentionally Omitted.) 

     L. Use of Lockbox.  To designate a lockbox collection agent for
collections of amounts due Landlord.  In that case, the date of payment if Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment.  However, if Tenant is in
default under this Lease, Landlord may reject any payment for all purposes as
of the date of receipt or actual collection by mailing to Tenant within 21 days
after such receipt or collection a check equal to the amount sent by Tenant. 

     M. Repairs and Alterations.  To make repairs or alterations to the Project
and in doing so transport any required material through the Premises, to close
entrances, doors, corridors, elevators and other facilities in the Project, to
open any ceiling in the Premises, or to temporarily suspend services or use of
common areas in the Building.  In exercising its rights under this Section 11M,
Landlord shall:  (i) provide Tenant with reasonable prior oral notice of
repairs or alterations in non-emergency situations, and (ii) use commercially
reasonable efforts to minimize any interference with Tenant's business.
Landlord may perform any such repairs or alterations during ordinary business
hours, except that Tenant may require any Work in the Premises to be done after
business hours if Tenant pays Landlord for overtime and any other expenses
incurred.  Landlord may do or permit any work on any nearby building, land,
street, alley or way. 

     N. Landlord's Agents.  If Tenant is in default under this Lease,
possession of Tenant's funds or negotiation of Tenant's negotiable instrument<PAGE>



by any of Landlord's agents shall not waive any breach by Tenant or any
remedies of Landlord under this Lease. 

     O. Building Services.  To install, use and maintain through the Premises,
pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant's
use of the Premises. 

     P. Other Actions.  To take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of the
Building. 

12. TENANT'S DEFAULT 
Any of the following shall constitute a default by Tenant: 

     A. Rent Default.  Tenant fails to pay any Rent when dues, and, in the case
of only the first such failure in any 12 consecutive months, this failure
continues for 5 days after written notice from Landlord; 

     B. Assignment/Sublease or Hazardous Substances Default.  Tenant defaults
in its obligations under Section 17 Assignment and Sublease or Section 28
Hazardous Substances; 

     C. Other Performance Default.  Tenant fails to perform any other
obligation to Landlord under this Lease, and, in the case of only the first
such failure in any twelve consecutive months, this failure continues for seven
days after written notice from Landlord, except that if Tenant begins to cure
its failure within the seven day period but cannot reasonably complete its cure
within such period, then the seven-day period shall be extended to ninety days,
or such lesser period as is reasonably necessary to complete the cure; 

     D. Cross-Default.  Tenant is in default under that certain Lease between
Landlord and Tenant dated as of _____, 1998 relating to Suite ____ in the
Building. 

     E. Credit Default.  One of the following credit defaults occurs: 

          (1) Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment
of a receiver, trustee, custodian or other similar official for the Tenant or
for any substantial part of its property, or any such proceeding is commenced
against Tenant and either remains undismissed for a period of thirty days or
results in the entry of an order for relief against Tenant which is not fully
stayed within seven days after entry; 

          (2) Tenant becomes insolvent or bankrupt, does not generally pay its
debts as they become due, or admits in writing its inability to pay its debts,
or makes a general assignment for the benefit of creditors; 

          (3) Any third party obtains a levy or attachment under process of law
against tenant's leasehold interest. 

13. LANDLORD REMEDIES 

     A. Termination of Lease or Possession.  If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of the Premises without terminating this Lease.  In either<PAGE>



case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may remove any of
Tenant's signs and any of its other property, without relinquishing its right
to receive Rent or any other right against Tenant. 

     B. Lease Termination Damages.  If Landlord terminates the Lease, Tenant
shall pay to Landlord all Rent due on or before the date of termination, plus
Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into accounting reletting expenses and market
concessions, both discounted to present value at the rate of five percent (5%)
per annum.  If Landlord shall relet any part of the Premises for any part of
such period before such present value amount shall have been paid by Tenant or
finally determined by a court, then the amount of Rent payable pursuant to such
reletting shall be deemed to be the reasonable rental value for that portion of
the Premises relet during the period of the reletting. 

     C. Possession Termination Damages.  If Landlord terminates Tenant's right
to possession without terminating the Lease and Landlord takes possession of
the Premises itself, Landlord shall use commercially reasonable efforts to
relet any part of the Premises for such Rent, for such time, and upon such
terms as Landlord in its sole discretion shall determine, without any
obligation to do so prior to renting other vacant areas in the Building.  Any
proceeds from reletting the Premises shall first be applied to the expenses of
reletting, including redecoration, repair, alteration, advertising, brokerage,
legal, and other reasonably necessary expenses.  If the reletting proceeds
after payment of expenses are insufficient to pay the full amount of Rent under
this Lease, Tenant shall pay such deficiency to Landlord monthly upon demand as
it becomes due.  Any excess proceeds shall be retained by Landlord. 

     D. Landlord's Remedies Cumulative.  All of Landlord's remedies under this
Lease shall be in addition to all other remedies Landlord may have at law or in
equity.  Waiver by Landlord of any breach of an obligation by Tenant shall be
effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation.  Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination.  Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect
such proceeding or judgement. 

     E. Waiver of Trial by Jury.  Each party waives trial by jury in the event
of any legal proceeding brought by the other in connection with this Lease.
Each party shall bring any action against the other in connection with this
Lease in a federal or state courts located in Chicago, Illinois, consents to
the jurisdiction of such courts, and waives any right to have any proceeding
transferred from such courts on the ground of improper venue or inconvenient
forum. 

     F. Litigation Costs.  The non-prevailing party in any lawsuit to enforce
this Lease shall pay the reasonable attorneys' fees and other costs of the
prevailing party. 

14. SURRENDER.  Upon termination of this Lease or Tenant's right to possession,
Tenant shall return the Premises to Landlord in good order and condition,<PAGE>



ordinary wear and casualty damage excepted.  If Landlord requires Tenant to
remove any alterations, then Tenant shall remove the alterations in a good and
workmanlike manner and restore the Premises to its condition prior to their
installation. 

15. HOLDOVER.  If Tenant retains possession of any part of the Premises after
the Term, Tenant shall become a month-to-month tenant upon all of the terms of
this Lease as might be applicable to such month-to-month tenancy, except that
Tenant shall pay Base Rent at 150% of the rate in effect immediately prior to
such holdover, computer on a monthly basis for each full or partial month
Tenant remains in possession.  If Tenant holds over for more than sixty (60)
days, Tenant shall also pay Landlord all of Landlord's direct and consequential
damages, and in addition, if Landlord so elects by notice to Tenant, such
holdover shall constitute a renewal of this Lease for one year at the then
current market rate as determined by Landlord but in no event less than the
Rent payable immediately prior to such holdover.  No acceptance of Rent or
other payments by Landlord under these holdover provisions shall operate as a
waiver of Landlord's right to regain possession or any other of Landlord's
remedies. 

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES. 

     A. Subordination.  This Lease shall be subordinate to any present or
future ground lease or mortgage respecting the Project, and any amendments to
such ground lease or mortgage, at the election of the ground lessor or
mortgagee as the case may be, effected by notice to Tenant in the manner
provided in this Lease.  The subordination shall be effective upon such notice,
but at the request of Landlord or ground lessor or mortgagee, Tenant shall
within ten (10) days of the request, execute and deliver to the requesting
party any reasonable documents provided to evidence the subordination.  At any
time that any ground lease or mortgage is put in effect on the Project,
Landlord shall use reasonable efforts to cause the mortgagee or ground lessor
to deliver to Tenant a non-disturbance agreement, in form and substance
reasonably acceptable to Tenant, which agreement shall provide that so long as
Tenant is not in default under this Lease (after the expiration of any
applicable notice and cure periods), Tenant shall have the right to remain in
possession of the Premises and to exercise all of its option and rights on the
terms and conditions set forth herein, even if there is a default under any
such ground lease or if any such mortgagee forecloses its mortgage or accepts a
deed in lieu of foreclosure.  At such time as any additional ground leases or
mortgages are placed on the Project, Landlord shall use reasonable efforts to
cause the additional ground lessor and/or mortgagee to deliver a
non-disturbance agreement to Tenant. 

     B. Termination of Ground Lease or Foreclosure of Mortgage.  If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser.  The ground Lessor or mortgagee or
purchaser is the owner of the Project.  At the request of Landlord, ground
lessor or mortgagee, Tenant shall execute and deliver within ten (10) days of
the request any document furnished by the requesting party to evidence Tenant's
agreement to attorn. <PAGE>



     C. Security Deposit.  Any ground lessor or mortgagee shall be responsible
for the return of any security deposit by Tenant only to the extent the
security deposit is received by such ground lessor or mortgagee. 

     D. Notice and Right to Cure.  The Project is subject to any ground lease
and mortgage identified with name and address of ground lessor or mortgagee in
any Appendix to this Lease.  Tenant agrees to send by registered or certified
mail to any ground lessor or mortgagee identified either in such Appendix or in
any later notice from Landlord to Tenant a copy of any notice of default sent
by Tenant to Landlord.  If Landlord fails to cure such default within the
required time period under this Lease, but ground lessor or mortgagee begins to
cure within ten (10) days after such period and proceeds diligently to complete
such cure, then ground lessor or mortgagee shall have such additional time as
is necessary to complete such cure, including any time necessary to obtain
possession if possession is necessary to cure, and Tenant shall not begin to
enforce its remedies so long as the cure is being diligently pursued. 

     E. Definitions.  As used in this Section 16, "mortgage" shall include
"trust deed" and "mortgagee" shall include "trustee", "mortgagee" shall include
the mortgagee of any ground lessee, and "ground lessor", "mortgagee", and
"purchaser at a foreclosure sale" shall include, in each case, all of its
successors and assigns, however remote. 

17. ASSIGNMENT AND SUBLEASE. 

     A. Consent Required.  Tenant shall not, without the prior consent of
Landlord in each case, (i) make or allow any assignment or transfer, by
operation of law or otherwise, of any part of Tenant's interest in this Lease,
(ii) grant or allow any lien or encumbrance, by operation of law or otherwise,
upon any part of Tenant's interest in this Lease, (iii) sublet any part of the
Premises, or (iv) permit anyone other than Tenant and its employees to occupy
any part of the Premises.  Landlord may withhold its consent to the assignment
or sublease if Tenant is in default under this Lease, if the proposed assignee
or sublease is a tenant in the Project or an affiliate of such a tenant, or if
the financial responsibility, nature of business, and character of the proposed
assignee or subtenant are not all reasonably satisfactory to Landlord.
Landlord will not otherwise unreasonably withhold its consent on any other
basis to such an assignment or subletting.  No consent granted by Landlord
shall relieve Tenant of any of its obligations under this Lease, nor shall it
be deemed to be a consent to any subsequent assignment or transfer, lien or
encumbrance, sublease or occupancy.  Tenant shall pay all of Landlord's
reasonable attorney's fees and other expenses incurred in connection with any
consent requested by Tenant or in reviewing any proposed assignment or
subletting.  Any assignment or transfer, grant of lien or encumbrance, or
sublease or occupancy without Landlord's prior written consent shall be void.
Provided no default has occurred and is continuing under this Lease, upon ten
(10) business days prior written notice to Landlord (which notice shall also
included detailed information as to the net worth immediately prior to such
assignment of both the proposed assignee or successor entity and the Tenant),
Tenant may, without Landlord's prior written consent, assign this Lease to an
entity into which Tenant is merged or consolidated or to an entity to which
substantially all of Tenant's assets are transferred, provided the assignee or
success entity (a "Related Assignee") has a net worth at least equal to the net
worth of Tenant immediately prior to such merger, consolidation or transfer.
The rights of Tenant shall inure to the benefit of a Related Assignee. <PAGE>



     B. Procedure.  Except as provided in Paragraph A above, Tenant shall
notify Landlord of any proposed assignment or sublease at least sixty (60) days
prior to its proposed effective date.  The notice shall include the name and
address of the proposed assignee or subtenant, its corporate affiliates in the
case of a corporation and its partners in a case of a partnership, an execution
copy of the proposed assignment or sublease, and sufficient information to
permit Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant.  As a condition to any effective assignment of
this Lease, the Assignee shall execute and deliver in form satisfactory to
Landlord at least fifteen (15) days prior to the effective date of the
assignment, an assumption of all of the obligations of Tenant under this Lease.
As a condition to any effective sublease, subtenant shall execute and deliver
in form satisfactory to Landlord at least fifteen (15) days prior to the
effective date of the sublease, an agreement to comply with all of Tenant's
obligations under this Lease, and at Landlord's option, an agreement (except
for the economic obligations which subtenant will undertake directly to Tenant)
to attorn to Landlord under the terms of the sublease in the event this Lease
terminates before the sublease expires. 

     C. Change of Management or Ownership.  Any transfer of the direct or
indirect power to affect the management or policies of Tenant or direct or
indirect change in twenty-five percent (25%) or more of the ownership interest
in Tenant shall constitute an assignment of this Lease; provided, however, that
the direct or indirect change in twenty-five percent (25%) or more of the
ownership interest in Tenant shall not constitute an assignment of this Lease
so long as Tenant remains a publicly-held company. 

     D. Excess Payments.  If Tenant shall assign this Lease or sublet any part
of the Premises for consideration in excess of the pro-rata portion of Rent
applicable to the space subject to the assignment or sublet, then Tenant shall
pay to Landlord as Additional Rent 50% of any such excess immediately upon
receipt. 

18. CONVEYANCE BY LANDLORD.  If Landlord shall at any time transfer its
interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations.  This
Lease shall not be affected by any such transfer. 

19. (Intentionally Omitted.) 

20. ESTOPPEL CERTIFICATE.  Each party shall, within ten (10) days of receiving
a request from the other party, execute, acknowledge in recordable form, and
deliver to the other party or its designee a certificate stating, subject to a
specific statement of any applicable exceptions, that the Lease as amended to
date is in full force and effect, that the Tenant is paying Rent and other
charges on a current basis, and that to the best of the knowledge of the
certifying party, the other party has committee no uncured defaults and has no
offsets or claims.  The certifying party may also be required to state the date
of commencement of payment of Rent, the Commencement Date, the Termination
Date, and Base Rent, the current Operating Cost Share Rent and Tax Share Rent
estimates, the status of any improvements required to be completed by Landlord,
and such other matters as may be reasonably requested.  Failure to deliver such
statement within the time required shall be conclusive evidence against the
non-certifying party that this Lease, with any amendments identified by the
requesting party, is in full force and effect, that there are no uncured<PAGE>



defaults by the requesting party, that not more than one month's Rent has been
paid in advance, and that the non-certifying party has no claims or offsets
against the requesting party. 

21. (Intentionally Omitted.) 

22. FORCE MAJEURE.  Landlord shall not be in default under this Lease to the
extend Landlord is unable to perform any of its obligations on account of any
strike or labor problem, energy shortage, governmental pre-emption  or
prescription, national emergency, or any other cause of any kind beyond the
reasonable control of Landlord ("Force Majeure". 

23. (Intentionally Omitted) 

24. NOTICES.  All notices, consents, approvals and similar communications to be
given by one party to the other under this Lease, shall be given in writing,
mailed or personally delivered as follows: A. Landlord.  To Landlord as
follows: Teachers Insurance and Annuity Teachers Insurance and Annuity
Association of America   Association of America C/o Office of the Building
Manager   730 Third Avenue 230 West Monroe Street New York, NY 10017 Chicago,
Illinois 60606 Attn:  Vice President Or to such other persons at such other
address as Landlord may designate by notice to Tenant. 

     B. Tenant.  To Tenant at the address stated in the Schedule until Tenant
takes possession of the Premises, and thereafter at the Premises or such other
address as Tenant may designate by notice to Landlord. Mailed notices shall be
sent by United States certified or registered mail, or by a reputable national
overnight courier service, postage prepaid.  Mailed notices shall be deemed to
have been given upon posting in the United States mail in the case of
registered or certified mail, and one business day in the case of overnight
courier. 

25. QUIET POSSESSION.  So long as Tenant shall perform all of its obligations
under this Lease, Tenant shall enjoy peaceful and quiet possession of the
Premises against any party claiming through the Landlord. 

26. REAL ESTATE BROKER.  Tenant represents to landlord that Tenant has not
dealt with any real estate broker with respect to this Lease except for
Miglin-Beitler Management Corp[oration and any broker listed in the Schedule,
and no other broker is in any way entitled to any broker's fee or other payment
in connection with this Lease.  Tenant shall indemnify and defend Landlord
against any claims by any other broker or third party for any payment of any
kind in connection with this Lease. 

27. MISCELLANEOUS. 

     A. Successors and Assigns.  Subject tot he limits on Tenant's assignment
contained in Section 14, the provisions of this Lease shall be binding upon and
inure to the benefit of all successors and assigns of Landlord and Tenant. 

     B. Date Payments Are Due.  Except for payments to be made by Tenant under
this Lease which are due upon demand, Tenant shall pay to Landlord any amount
for which Landlord renders a statement of account within ten days of Tenant's
receipt of Landlord's statement. 

     C. Meaning of "Landlord", "Re-Entry", "including" and "Affiliate".  The
terms "Landlord" means only the owner of the Project and the lessor's interest<PAGE>



in this Lease from time to time.  The words "re-entry" and "re-enter" are not
restricted to their technical legal meaning.  The words "including" and similar
words shall mean "without limitation."  The word "affiliate" shall mean a
person or entity controlling, controlled by or under common control with the
applicable entity.  "Control" shall mean the power directly or indirectly, by
contract or otherwise, to direct the management and policies of the applicable
entity. 

     D. Time of the Essence.  Time is of the essence of each provision of this
Lease. 

     E. No Option.  This document shall not be effective for any purpose until
it has been executed and delivered by both parties; execution and delivery by
one party shall not create any option or other right in the other party. 

     F. Severability.  The unenforceability of any provision of this Lease
shall not affect any other provision. 

     G. Governing Law.  This Lease shall be governed in all respects by the
laws of Illinois, without regard to the principles of conflicts of laws. 

     H. Lease Modification.  Tenant agrees to modify this Lease in any way
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise materially adversely affect Tenant's interest under this Lease. 

     I. No Oral Modification.  No modification of this Lease shall be effective
unless it is a written modification signed by both parties. 

     J. Landlord's Right to Cure.  If Landlord breaches any of its obligations
under this Lease, Tenant shall notify Landlord and shall take no action
respecting such breach so long as Landlord immediately begins to cure the
breach and diligently pursues such cure to its completion.  Landlord may cure
any default by Tenant; any expenses incurred shall become Additional Rent due
from Tenant on demand by Landlord. 

     K. Captions.  The captions used in this Lease shall have no effect on the
construction of this Lease. 

     L. Authority.  Landlord and Tenant each represents to the other that it
has full power and authority to execute and perform this Lease. 

     M. Landlord's Enforcement of Remedies.  Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent. 

     N. Entire Agreement.  This Lease, together with all Appendices,
constitutes the entire agreement between the parties.  No representations or
agreements of any kind have been made by either party which are not contained
in this Lease. 

     O. Landlord's Title.  Landlord's title shall always be paramount to the
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title. 

     P. Light and Air Rights.  Landlord does not grant in this Lease any rights
to light and air in connection with Project.  Landlord reserves to itself, the
Land, the Building below the improved floor of each floor of the Premises, the
Building above the ceiling of each floor of the Premises, the exterior of the<PAGE>



Premises and the areas on the same floor outside the Premises, along with the
areas within the Premises required for the installation and repair of utility
lines and other items required to serve other tenants of the Building. 

     Q. Consents.  Neither party shall unreasonably withhold or delay any
consent or approval required under this Lease, except as specifically permitted
in this Lease. 

     R. Singular and Plural.  Wherever appropriate in this Lease, a singular
term shall be construed to mean the plural where necessary, and a plural term
the singular.  For example, if at any time two parties shall constitute
Landlord or Tenant, then the relevant term shall refer to both parties
together. 

     S. No Recording by Tenant.  Tenant shall not record in any public records
and memorandum or any portion of this Lease. 

     T. Exclusivity.  So long as Tenant shall not be in default under this
Lease and Tenant is actively engaged in the use and operation of the Premises
for retail banking purposes (the "Exclusive Use"), Tenant shall have the
exclusive right to operate a retail banking business on the ground floor and a
limited portion of the second floor (described in the Schedule) of the Building
for the Exclusive Use and Landlord shall not grant to any other tenant of the
Building the right to engage in the Exclusive Use on the ground floor or said
portion of the second floor of the Building.  The foregoing restrictions shall
not apply to the use and operation of its premises for the Exclusive Use by
other tenants of the Building that is incidental to such tenants' primary
business. 

     The violation by another tenant of the Building of any restriction
contained in its lease with Landlord with respect to the Exclusive Use shall
not constitute a violation hereunder if Landlord uses commercially reasonable
efforts to remedy such breach, including, without limitation, pursuing such
remedies that are available at law or in equity. 

     U. No Construction Against Drafting Party.  The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this
Lease. 

     V. Survival.  All obligations of Landlord and Tenant under this Lease
shall survive the termination of this Lease. 

     W. Rent Not Based on Income.  No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the
Premises.  Tenant may not enter into or permit any sublease or license or other
agreement in connection with the Premises which provides for a rental or other
payment based on net income or profit. 

     X. Building Manager and Service Providers.  Landlord may perform any of
its obligations under this Lease through its employees, the building manager of
the Project, or third parties hired by the Landlord or the building manager.
Upon the request of Landlord, Tenant shall enter into a contract approved by
Landlord as to form and content with the building manager of the Project or
third parties designated by landlord for the furnishing of such services,
provided that no such contract shall require Tenant to make more payments or
accept fewer services than Tenant is entitled to under this Lease. <PAGE>



     Y. Interest on Late Payments.  Interest shall be paid by Tenant to
Landlord on any late payments of Rent from the date due until paid at the rate
provided in Section 2D (2). 

28. UNRELATED BUSINESS INCOME.  If Landlord is advised by its counsel at any
time that any part of the payments by Tenant to Landlord under this Lease may
be characterized as unrelated business income under the United States Internal
Revenue Code and its regulations, then Tenant shall enter into any amendment
proposed by Landlord to avoid such income, so long as the amendment does not
require Tenant to make more payments or accept fewer services from Landlord,
than this Lease provides. 

29. HAZARDOUS SUBSTANCES.  Tenant shall not cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed
of in or near the Project unless Landlord has consented to such storage or use
in its sole discretion.  "Hazardous Substances" include those hazardous
substances described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recover Act, as amended, 42 U.S.C. Section 6901 et
seq., any other applicable federal, state or local law, and the regulations
adopted under these laws.  If any lender or governmental agency shall require
testing for Hazardous Substances in the Premises, Tenant shall pay for such
testing. 

30. EXCULPATION.  Landlord shall have no personal liability under this Lease;
its liability shall be limited to its interest in the Project, and shall not
extend to any other property or assets of the Landlord. 

31. EXTENSION.  Subject to Sections 31B and 31C below, the Term of this Lease
may be extended, at the option of Tenant, for one additional period of five (5)
years (the "Renewal Term").  The Renewal Term shall be upon the same terms,
covenants and conditions contained in this Lease, except for the amount of Base
Rent payable during the Renewal Term, and any reference in the Lease to the
"Term" of the Lease shall be deemed to include the Renewal Term and apply
thereto, unless it is expressly provided otherwise.  Tenant shall have no
extension option beyond the aforesaid five-year extension option.  Any
termination of this Lease during the initial Term of this Lease shall terminate
all rights under this Section 31. 

     A. The initial Base Rent during the Renewal Term for any space then
constituting a portion of the Premises shall be at a rate equal to the greater
of (i) the Base Rent (as escalated pursuant to Section 2A above) applicable to
the tenth Lease Year, and (ii) the then prevailing market rate for fully
creditworthy tenants for comparable space in the Building and other comparable
office building in the vicinity of the Building as reasonably determined by
Landlord.  Tenant's obligation to pay Operating Cost Share Rent and Tax Share
Rent pursuant to Section 2A of the Lease shall continue during the Renewal
Term. 

     B. Such option to extend shall be exercised by Tenant delivering an
initial non-binding written notice to Landlord not less than nine (9) full
calendar months prior to the expiration of the initial Term of this Lease.
Thereafter, Landlord shall calculate the prevailing market rate for the
Premises, which calculation shall reflect the market rate that would be payable
per annum for a term commencing on the first day of the Renewal Term, provided
that such calculation shall be final and shall not be recalculated at the
actual commencement of the Renewal Term (if any).  Tenant shall give Landlord<PAGE>



final binding written notice of intent to exercise its option to extend, if at
all, no later than six (6) months prior to the expiration of the initial Term. 

     C. Tenant's right to exercise its option to extend this Lease pursuant to
this Section 31, is subject to the following conditions:  (i) that on the date
that Tenant delivers its final binding written notice of its election to
exercise its option to extend, Tenant is not in default under any of the terms,
convenants or conditions of the Lease, after the expiration of any applicable
notice and cure periods, (ii) that Tenant shall not have assigned the Lease or
sublet the Premises at any time during the period commencing with the date that
Tenant delivers its final binding written notice to Landlord of its exercise of
such option to extend and ending on the commencement date of the Renewal Term,
or at any time prior to such period, if such assignment or sublease extends
into such period, and (iii) that Tenant also exercises its option to extend
contained in Section 30 of that certain Lease between Landlord and Tenant dated
as of ___________, 1998. 

     D. If Tenant fails to give its initial non-binding written notice of
intent or its final binding written notice of intent to exercise its option to
extend when due as provided in this Section 31, Tenant will be deemed to have
waived such option to extend.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

                    LANDLORD:

                    TEACHERS INSURANCE AND ANNUITY
                    ASSOCIATION OF AMERICA,
                    A New York corporation

                    By:  ________________________________
                    Print Name:  _________________________
                    Print Title:  __________________________

                    TENANT:
                    Success national bank, a _________


                    By:  ________________________________
                    Print Name:  _________________________
                    Print Title:  __________________________<PAGE>



                                  APPENDIX A
                             PLAN OF THE PREMISES



                   (attach floor plan depicting the premises)




















                            APPENDIX A Page 1 of 1 <PAGE>



                                  APPENDIX B
                            (INTENTIONALLY OMITTED)























                                  APPENDIX B 
                                 Page 1 of 1 <PAGE>



                                  APPENDIX C

                             RULES AND REGULATIONS

1. Tenant shall not place anything, or allow anything to be placed near the
glass of any window, door, partition or wall which may, in Landlord's judgment,
appear unsightly from outside of the Project. 

2. The Project directory shall be available to Tenant solely to display names
and their location in the Project, which display shall be as directed by
Landlord. 

3. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purposes other than
for ingress to and egress from the Premises.  Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in a clean and
slightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees of
the Building) directly to the shipping platform at or about the time arranged
for removal therefrom.  The halls, passages, exits, entrances, elevators,
stairways, balconies and roof are not for the use of the general public and
Landlord shall, in all cases, retain the right to control and prevent access
thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interest of the Project.  Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of the Project. 

4. The toilet rooms, urinals, wash bowls and other apparatuses shall not be
used for any purposes other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein, and to the
extend caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant. 

5. Tenant shall not cause any unnecessary janitorial labor or services by
reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness. 

6. Tenant shall not install or operate any refrigerating, heating or air
conditioning apparatus, or carry on any mechanical business without the prior
written consent of Landlord; use the Premises for housing, lodging or sleeping
purposes; or permit preparation or warming of food in the Premises (warming of
coffee and individual meals with employees and guests excepted).  Tenant shall
not occupy or use the Premises or permit the Premises to be occupied or used
for any purpose, act or thing which is in violation of any public law,
ordinance or governmental regulation or which may be dangerous to persons or
property. 

7. Tenant shall not bring upon, use or keep in the Premises or the Project any
kerosene, gasoline or inflammable or combustible fluid or material, or any
other articles deemed hazardous to persons or property, or use any method of
heating or air conditioning other than that supplied by Landlord. 

8. Landlord shall have sole power to direct electricians as to where and how
telephone and other wires are to be introduced.  No boring or cutting for wires
is to be allowed without the consent of Landlord.  The location of telephones,<PAGE>



call boxes and other office equipment affixed to the Premises shall be subject
to the approval of Landlord. 

9. Without the prior consent of Landlord, which consent shall not be
unreasonably withheld or delayed, no additional locks shall be placed upon any
doors, windows or transoms in or to the Premises, and Tenant shall not change
existing locks or the mechanism thereof.  Upon termination of the lease, Tenant
shall deliver to Landlord all keys and passes for offices, rooms, parking lot
and toilet rooms which shall have been furnished Tenant and shall make known to
Landlord the combination of all locks then remaining on the Premises.  In the
event if the loss of keys so furnished, Tenant shall pay Landlord therefor.
Tenant shall not make, or cause to be made, any such keys and shall order all
such keys solely from Landlord and shall pay Landlord for any keys in addition
to the two sets of keys originally furnished by Landlord for each lock. 

10. Tenant shall not install linoleum, tile, carpet or other floor covering so
that the same shall be affixed to the floor of the Premises in any manner
except as approved by Landlord. 

11. No furniture, packages, supplies, equipment or merchandise will be received
in the Project or carried up or down in the freight elevator, except between
such hours and in such freight elevators as shall be designated by Landlord.
Tenant shall not take or permit to be taken in or out of other entrances of the
Building, or take or permit on other elevators, any item normally taken in our
out through the trucking concourse or service doors or in or on freight
elevators. 

12. Tenant shall cause all doors to the Premises to be closed and securely
locked and shall turn off all utilities, lights and machines before leaving the
Project at the end of the day. 

13. Without the prior written consent of Landlord, Tenant shall not use the
name of the Project or any picture of the Project in connection with, or in
promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business. 

14. Tenant shall cooperate fully with landlord to assure the most effective
operation of the Premises' or the Project's heating and air conditioning, and
shall refrain from attempting to adjust any controls, other than room
thermostats installed for Tenant's use.  Tenant shall keep corridor doors
closed. 

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

16. Peddlers, solicitors and beggars shall be reported to the office of the
Project or as Landlord otherwise requests. 

17. Tenant shall not advertise the business,, profession or activities of
Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by an recognized association or
organization pertaining to such business, profession or activities. 

18. No bicycle or other vehicle and no animals or pets shall be allowed in the
Premises, halls, freight docks, or any other parts of the Building except that
blind persons may be accompanied by "seeing eye" dogs.  Tenant shall not make<PAGE>



or permit any noise, vibration or odor to emanate from the Premises, or do
anything therein tending to create, or maintain, a nuisance, or do any act
tending to injure the reputation of the Building. 

19. Tenant acknowledges that Building security problems may occur which may
require the employment of extreme security measures in the day-to-day operation
of the Project. 

     (a) Landlord may, at any time, or from time to time, or for regularly
scheduled time periods, as deemed advisable by Landlord and/or its agents, in
their sold discretion, require that persons entering or leaving the Project or
the Property identify themselves to watchmen or other employees designated by
Landlord, by registration, identification or otherwise. 

     (b) Tenant agrees that it and its employees will cooperate fully with
Project employees in the implementation of any and all security procedures. 

     (c) Such security measures shall be the sold responsibility of Landlord,
and Tenant shall have no liability for any action taken by Landlord in
connection therewith. 

20. Tenant shall not do or permit the manufacture, sale, purchase, use or gift
of any fermented, intoxicating or alcoholic beverages without obtaining written
consent of Landlord. 

21. Tenant shall not disturb the quiet enjoyment of any other tenant.

22. Landlord may retain a pass key to the Premises and be allowed admittance
thereto at all times, upon twenty-four (24) hours' prior notice to Tenant
(except in the event of emergency), to enable its representatives to examine
the Premises from time to time and to exhibit the same and Landlord may place
and keep on the windows and doors of the Premises at any time signs advertising
the Premises for Rent. 

23. No equipment, mechanical ventilators, awnings, special shades or other
forms of window covering shall be permitted either inside or outside the
windows of the Premises without the prior written consent of Landlord, and then
only at the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord. 

24. Tenant shall not during the term of this Lease canvas or solicit other
tenants of the Building for any purpose. 

25. Tenant shall not install or operate any phonograph, musical or
sound-producing instrument or device, radio receiver or transmitter, TV
receiver or transmitter, or similar device in the Building, nor install or
operate any antenna, aerial, wires or other equipment inside or outside the
Building, nor operate any electrical device from which may emanate electrical
waves which may interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere, without in each instance the
prior written approval of Landlord.  The use thereof, if permitted, shall be
subject to control by Landlord to the end that others shall not be disturbed. 

26. Tenant shall promptly remove all rubbish and waste from the Premises. 

27. Tenant shall not exhibit, sell or offer for sale, Rent or exchange in the
Premises or at the Project any article, thing or service, except those<PAGE>



ordinarily embraced within the use of the Premises specified in Section 6 o
this Lease, without the prior written consent of Landlord. 

28. Tenant shall list all furniture, equipment and similar articles Tenant
desires to remove from the Premises or the Building and deliver a copy of such
list to Landlord and procure a removal permit from the Office of the Building
authorizing Building employees to permit such articles to be removed. 

29. Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building. 

30. Tenant shall not do any painting in the Premises, or mark, paint, cut or
drill into, drive nails or screws into, or in any way deface any part of the
Premises or the Building, outside or inside, without the prior written consent
of Landlord. 

31. Whenever Landlord's consent, approval or satisfaction is required under
these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance, such consent or approval may be
granted or withheld in Landlord's sole discretion, and Landlord's satisfaction
shall be determined in its sole judgment. 

32. Tenant and its employees shall cooperate in all fire drills conducted by
Landlord in the Building.<PAGE>



                                  APPENDIX D

                   MORTGAGES CURRENTLY AFFECTING THE PROJECT

                                     None
























                                  APPENDIX D 
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