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                            CREDIT FACILITY AGREEMENT


         BY THIS CREDIT FACILITY AGREEMENT ("Agreement") made and entered into
as of the 18th day of June, 1999, EBS BUILDING, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY ("EBS"), whose address is PricewaterhouseCoopers LLP, 800
Market Street, Suite 1800, St. Louis, Missouri 63101, Attn: Keith F. Cooper,
Partner ("Borrower") and FINPRO, L.L.C., A MISSOURI LIMITED LIABILITY COMPANY,
whose address is 1001 Cherry Street, Suite 308, Columbia, Missouri 65201
(hereinafter called "Lender"), for and in consideration of the recitals and
mutual promises contained herein, confirm and agree as follows:

SECTION 1.        RECITALS; DEFINITIONS

         1.1 Loan. Borrower has applied to Lender for a loan for the purpose of
         financing renovation, and certain other expenses in connection with
         leasing and operation of the building known and numbered as One
         Financial Plaza, 500 Washington Avenue, St. Louis, Missouri containing
         approximately 434,136 rentable square feet of office space (the
         "Project").

         1.2 Definitions. For the purposes of this Agreement, unless the context
         otherwise requires, the following terms shall have the respective
         meanings assigned to them in this Paragraph 1.2 or in the paragraph
         hereof referred to below:

         "Adjusted NOI" of Borrower, for any period, means all income of the
Project of any type for such period, less all Operating Expenses of the Project
for such period.

         "Advance" and "Advances" means individually an advance of funds under,
and collectively advances of funds under the Loan.

         "Agreement" means this Credit Facility Agreement.

         "ALTA" means American Land Title Association.

         "Appraisal" for the Project means an appraisal of the Project (i)
ordered by Lender, (ii) prepared by an appraiser reasonably satisfactory to
Lender, (iii) in compliance with all federal and state standards for appraisals
of real estate prepared by or on behalf of national banking associations. Lender
has approved the appraisal dated December 22, 1998 prepared by Joseph Blake
which has determined the Appraised Value of the Project to be $21,100,000.00 and
the "fully stabilized" Appraised Value of the Project to be $32,200,000.00.

         "Appraised Value of the Project" at any time means the fair market
value of the Project, based upon the then most recent Appraisal, a current
validation of such Appraisal, or a new Appraisal, as the Lender may require in
its sole discretion.

         "Approved Lease" means a Lease which has been approved by Lender as
provided in this Agreement.


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         "Assignment" means the Assignment of Rents and Lessor's Interest in
Leases and Contract Rights of even date herewith from Borrower, as Assignor, to
Lender, as Assignee.

         "Borrower's Architect" means a supervising architect of the
Improvements for the Project.

         "Budget" with respect to any Lease, means the detailed budget for the
Tenant Improvements to be constructed by Borrower in accordance with such Lease,
prepared by or on behalf of Borrower and/or Borrower's Architect, allocating the
Buildout Price by categories and amount to specific items of Hard Costs and Soft
Costs, as the same may be amended, modified or supplemented with the consent of
Lender.

         "Buildout Price" for any Tenant Improvements, means the sum of (i) the
Hard Costs, and (ii) the Soft Costs for the Tenant Improvements, as such amount
may be modified as expressly set forth in this Agreement.

         "Business Day" means a Monday, Tuesday, Wednesday, Thursday or Friday
on which banks are open for business in St. Louis, Missouri.

         "Change Orders" for any Tenant Improvements, means any amendments,
modifications or supplements to the Contract Documents, accompanied by a
certificate of Borrower, or at Lender's reasonable request (if Borrower is using
a supervising architect), Borrower's Architect outlining the impact of the
amendment or modification on the Buildout Price, the Budget, the Construction
Schedule and the Schedule of Values. All such amendments or modifications shall
be subject to the prior approval of Lender, not to be unreasonably withheld.

         "Closing Date" means the earlier of the date of Initial Advance of
proceeds of the Loan or the recording of the Deed of Trust.

         "Commitment Fee" means the amount set forth in Schedule 1.

         "Completion Date" for any Tenant Improvements, means the date of the
final Subsequent Advance with respect to such Tenant Improvements.

         "Construction Related Advance" shall have the meaning set forth in
Paragraph 2.1(d).

         "Construction Schedule" for any Tenant Improvements, means the schedule
for construction of such Tenant Improvements prepared by the general contractor
and approved by Lender in the exercise of its reasonable judgment.

         "Contract Documents" for any Tenant Improvements, means the architect's
agreements, the general contract, major subcontracts, the Construction Schedule
and the final drawings, specifications and other agreements and schedules for
the construction of such Tenant Improvements prepared by Borrower's Architect,
together with all amendments and modifications thereof and supplements thereto
made by Change Orders.

         "Debt" means (i) any indebtedness of Borrower for borrowed money, (ii)
all indebtedness of Borrower evidenced by bonds, debentures, notes, letters of
credit, drafts or similar instruments,

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(iii) all indebtedness of Borrower to pay the deferred purchase price of
property or services, (iv) all capital lease obligations of Borrower, (v) all
Debt of others secured by a lien on any asset of Borrower, whether or not such
Debt is assumed by Borrower or guaranteed by Borrower, and (vi) payables and
accrued liabilities. The amount of Debt of Borrower at any date pursuant to
clauses (i)-(iv) and (vi) above shall be as would appear as a liability upon a
balance sheet of Borrower in accordance with GAAP.

         "Debt Redemption Fee" means the amount set forth in Schedule 1.

         "Deed of Trust" means the Deed of Trust, Security Agreement and Fixture
Filing, dated of even date herewith, executed by Borrower, as trustor, for the
benefit of Lender, as beneficiary, as may be amended, modified, extended,
renewed, restated, or supplemented from time to time.

         "Edison Brothers Lease" means the Lease from Borrower to Edison
Brothers Stores, Inc., dated September 30, 1998, for floors 3, 4 and 5, parts of
floors 1 and 2, and the mezzanine levels of floors 1 and 2 in the Project.

         "Escrow Account" shall have the meaning set forth in Paragraph 7.11.

         "Event of Default" means the occurrence of any of the events or
conditions listed in Paragraph 10.1 herein.

         "GAAP" means generally accepted accounting principles consistently
applied.

         "Hard Costs" with respect to any Tenant Improvements, means the total
of all costs and expenses, other than the Soft Costs, relating to the
construction of such Tenant Improvements as identified in the Budget and
Schedule of Values for such Tenant Improvements.

         "Improvements" means all the improvements now or hereafter located or
constructed on the Real Property.

         "Initial Advance" shall mean the Advance made to Borrower pursuant to
Paragraph 2.1(c).

         "Lease" means an enforceable lease for any portion of the Project.

         "Loan" means the amounts to be loaned by Lender to Borrower pursuant to
the terms of this Agreement, the Note and the Security Documents.

         "Loan Commitment" shall have the meaning set forth in Paragraph 2.1(a).

         "Loan Documents" means this Agreement, the Note, the Security Documents
and any other agreements, documents, or instruments evidencing, securing or
otherwise relating to the Note, or executed or delivered in connection with the
Loan, as such agreements, documents, and instruments may be amended, modified,
extended, renewed or supplemented from time to time.

         "Maturity Date" means May 31, 2001, or such earlier date as Borrower is
dissolved.

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         "Maximum Initial Advance Amount" means the amount set forth in
Schedule 1.

         "Maximum Lease Advance Amount" for any Lease means an amount calculated
as set forth in Schedule 1.

         "Note" means that certain $12,000,000.00 Promissory Note of even date
herewith from Borrower to Lender as such note may be amended, modified,
extended, renewed, restated or supplemented from time to time.

         "Operating Deficit Advance and Capitalized Interest Advance" shall mean
an advance made to Borrower pursuant to paragraph 2.1(d)(iii) or (iv).

         "Operating Expenses" of the Project for any period means the sum of (i)
all actual ordinary and normal expenses of the operation of the Project
(Including management fees and legal fees and other ownership level expenses and
professional fees but excluding debt service, depreciation and the cost of all
replacements actually incurred), and (ii) replacement reserves for such period,
imputed at a rate equal to twenty cents ($0.20) per annum per rentable square
foot of the Project.

         "Project" shall have the meaning set forth in the recitals to this
Agreement.

         "Real Property" means, collectively, all the real property owned (with
respect to Parcel No. 1) and leased (with respect to Parcel No. 2) by Borrower
described on Exhibit "A", attached hereto and by this reference incorporated
herein.

         "Request for Disbursement" means (i) for an Advance with respect to a
Lease under which Borrower is financing any Tenant Improvements, a properly
completed request for disbursement in the form attached hereto as Exhibit "F-1";
and (ii) for an Advance with respect to a Lease under which Borrower is not
financing any Tenant Improvements, or for which the Final Advance for Tenant
Improvements has been made by Lender, a properly completed request for
disbursement in the form attached hereto as Exhibit "F-2," each such request to
be certified to Lender by Borrower and delivered to Lender, prior to such
Advance as contemplated in this Agreement.

         "Required Equity" shall have the meaning set forth in Paragraph 2.2(b)
of this Agreement.

         "Retainage" has the meaning set forth in Paragraph 3(c) of Exhibit
"C-1".

         "Retention Funds" with respect to any Tenant Improvements, means ten
percent (10%) of the costs under the construction contract for construction of
such Tenant Improvements.

         "Schedule of Values" with respect to any Tenant Improvements, means AIA
Form G703, allocated by Construction Specifications Institute category, attached
to the Budget, prepared by Borrower and/or Borrower's Architect prior to any
Construction Component Advance for such Tenant Improvements, and approved by
Lender in its reasonable discretion.

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         "Security Documents" means the Deed of Trust, the Assignment and any
other agreements, documents or instruments executed and delivered by Borrower in
order to grant and perfect the lien and security interest required herein, as
such agreements, documents, and instruments may be amended, modified, extended,
renewed or supplemented from time to time.

         "Servicing Agent" means NationsBank, N.A. or any other successor
servicing agent from time to time appointed by Lender by giving written notice
to Borrower.

         "Servicing and Administration Fee" means the amount set forth in
Schedule 1.

         "Soft Costs" means certain fees, costs and expenses relating to the
construction of the related Tenant Improvements other than costs for labor and
materials, all as identified in the related Budget and the Schedule of Values,
including, without limitation, brokerage commissions.

         "Subsequent Advances" means Advances following the Initial Advance.

         "Tenant" means a tenant under a Lease.

         "Tenant Improvements" means the improvements to be constructed upon the
premises described in any Lease in accordance with the Contract Documents for
such Tenant Improvements.

         "Title Policy" means an ALTA mortgagee's title insurance policy or
similar policy acceptable to Lender.

SECTION 2.        COMMITMENTS; ADVANCES

         2.1 Loan.

                  (a) Loan Commitment. Subject to the conditions herein set
                  forth, Lender agrees to make a Loan available to Borrower in
                  the manner set forth below, upon the terms and conditions
                  herein expressed, in amounts that in the aggregate shall, not
                  exceed, Twelve Million And No/100 Dollars ($12,000,000.00).

                  (b) Note. The Loan shall be evidenced by a Note in the form
                  attached hereto as Exhibit B and interest and principal shall
                  be payable upon the terms and conditions contained therein.

                  (c) Initial Advance. Lender shall make an Advance to Borrower,
                  subject to all of the applicable terms and conditions provided
                  herein, in an aggregate amount equal to the sum of Six Million
                  Dollars ($6,000,000.00) as follows:

                           (i)  The amount of $5,200,000 being the outstanding
                           balance on the existing loan from First Bank; and

                           (ii) The amount of $800,000 to be used to pay other
                           costs relating to operation and management of the
                           Project including, without limitation, the


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                           escrow deposit described in Paragraph 7.11 of this
                           Agreement and other fees and expenses associated
                           with this Agreement.

                  (d) Subsequent Advances. Subject to the limitations and
                  conditions set forth in this Agreement, Lender shall make
                  Subsequent Advances from time to time to provide Borrower with
                  additional financing of up to Three Million Five Hundred
                  Thousand Dollars ($3,500,000) in the aggregate with respect to
                  any Approved Lease, including without limitation, if Borrower
                  so requests, to pay leasing commissions and to pay approved
                  costs in connection with the construction of Tenant
                  Improvements with respect to any Approved Lease. Lender shall
                  also make Subsequent Advances of up to Two Million Five
                  Hundred Thousand Dollars ($2,500,000) in the aggregate from
                  time to time to provide the Borrower with financing to pay
                  certain operating deficits and interest expenses as provided
                  below. All Subsequent Advances will be made by Lender subject
                  to the following conditions:

                           (i) Borrower-Financed Tenant Improvements. With
                           respect to any Lease which requires Borrower to
                           finance or pay for or construct any part of the
                           Tenant Improvements, Subsequent Advances in respect
                           of such Tenant Improvements (each, a "Construction
                           Related Advance") shall be made, subject to all of
                           the requirements of Exhibit "C-1," attached, and in
                           an aggregate amount not to exceed the Maximum Lease
                           Advance Amount for such Lease, upon Lender's (i)
                           receipt of a Request for Disbursement, together with,
                           if applicable, a list certified by Borrower or
                           Borrower's general contractor of payees and amounts
                           due to each payee in connection with such Subsequent
                           Advance, and (ii) approval of the corresponding
                           Subsequent Advance as herein provided. Such Advance
                           shall be made to Borrower, provided that if an Event
                           of Default is then continuing, Lender may determine
                           whether to disburse Subsequent Advances jointly to
                           Borrower and general contractor and/or subcontractors
                           or suppliers or directly to general contractor or
                           subcontractors or suppliers, rather than directly to
                           Borrower, and Borrower hereby irrevocably directs and
                           authorizes Lender to so disburse the funds. No
                           further direction or authorization from Borrower
                           shall be necessary for such Subsequent Advances.

                           (ii) Advances Not for Tenant Improvements. With
                           respect to (a) any Lease which does not require
                           Borrower to finance any part of the Tenant
                           Improvements and (b) any other Lease for which the
                           final Advance to finance Tenant Improvements has been
                           made as contemplated in clause (i) above or for which
                           Borrower has financed all such Tenant Improvements
                           itself, a Subsequent Advance for payment of leasing
                           commissions and other non-construction expenses with
                           respect to such Lease or to make any other capital
                           expenditure benefiting the Project permitted by
                           paragraph 7.17(a) (a "Lease Related Advance") shall
                           be made, subject to all of the requirements



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                           of Exhibit "C-2" attached hereto, upon (1) Lender's
                           receipt of a Request for Disbursement and (2)
                           approval of the Subsequent Advance as herein
                           provided. In no event shall Construction Related
                           Advances and Lease Related Advances under this clause
                           (ii) in the aggregate exceed the lesser of (a)
                           $3,500,000.00 or (b) an amount which when combined
                           with all other Advances under the Loan would exceed
                           $12,000,000.00.

                           (iii) Advances for Operating Deficits. Borrower may
                           request monthly Advances ("Operating Deficit
                           Advances") for the purpose of paying Operating
                           Expenses and/or ownership level expenses and
                           professional fees but only to the extent that
                           Borrower's income from the Project for the applicable
                           period and Borrower's liquid assets other than the
                           Real Property, but exclusive of up to $100,000.00 in
                           a Borrower held operating account, are insufficient
                           to pay the same. In no event shall Operating Deficit
                           Advances hereunder exceed the lesser of (a)
                           $1,000,000.00 in the aggregate or (b) an amount which
                           when combined with all other Advances under the Loan
                           would exceed $12,000,000.00.

                           (iv) Advances for Interest. All revenues of the
                           Project of any type shall be deposited by Borrower
                           into an operating account in Borrower's name
                           maintained at NationsBank, N.A. or at such other bank
                           as Lender shall from time to time direct by written
                           notice to Borrower. Borrower may withdraw funds from
                           such account to pay any and all amounts which are
                           permissible by the terms of this Agreement. On the
                           day that any payment of interest and/or principal is
                           due hereunder, Lender is hereby authorized to direct
                           NationsBank, N.A. to withdraw the amount of such
                           payment from the operating account (exclusive of the
                           $100,000 reserve referred to in (iii) above and
                           disburse the same to Lender. So long as no Event of
                           Default has occurred and is then continuing, if there
                           are insufficient funds in the operating account to
                           pay any payment of interest as and when due
                           hereunder, Lender shall make an Advance ("Capitalized
                           Interest Advance") to pay such deficiency. In no
                           event shall Capitalized Interest Advances hereunder
                           exceed the lesser of (a) $1,500,000.00 in the
                           aggregate, or (b) an amount which when combined with
                           all other Advances under the Loan would exceed
                           $12,000,000.00.

                           (v) Documentation with Respect to Advances. Each
                           Request for Disbursement shall include invoices
                           sufficient in the reasonable judgment of Lender or
                           Servicing Agent to substantiate all costs (if any)
                           which are to be paid from the requested Subsequent
                           Advance and such conditional lien waivers and/or
                           affidavits and other information as Lender or
                           Servicing Agent may reasonably require.
                           Notwithstanding anything to the contrary contained in
                           this Agreement, Borrower shall deliver all Requests
                           for Disbursement to Servicing Agent which shall
                           review the Request for compliance with the terms of
                           this Agreement prior to forwarding such

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                           Request to Lender. If a Request for Disbursement
                           includes a request to make an advance for Hard Costs,
                           a properly completed Application and Certificate for
                           Payment (AIA Forms G702 and G703) shall also be
                           executed by the general contractor and, if Borrower's
                           Architect is performing inspections, the Borrower's
                           Architect, and attached to the Request for
                           Disbursement.

         2.2  Right to Advances.

                  (a) Borrower shall have no right to any Advance other than to
                  have the same disbursed by Lender in accordance with the
                  provisions of this Agreement. Any assignment or transfer,
                  voluntary or involuntary, of this Agreement or any right
                  hereunder shall not be binding upon or in any way affect
                  Lender without its written consent; Lender may nevertheless
                  make Advances in accordance with the provisions herein,
                  notwithstanding any such assignment or transfer.

                  (b) Any other provision of this Agreement to the contrary
                  notwithstanding, Lender shall be under no obligation to make
                  any Subsequent Advance with respect to a Lease which requires
                  Borrower to finance the construction of Tenant Improvements
                  unless, prior to such Subsequent Advance, Borrower has paid
                  from its own funds an amount equal to the full amount of the
                  related Buildout Price for any Tenant Improvements less the
                  Maximum Lease Advance Amount for such Lease ("Required
                  Equity").

                  (c) Anything in the foregoing to the contrary notwithstanding,
                  Lender shall have no obligation to make any Subsequent Advance
                  to Borrower with respect to any Lease if the amount of such
                  Advance, when combined with all other Subsequent Advances to
                  Borrower with respect to such Lease, would exceed the Maximum
                  Lease Advance Amount for such Lease.

                  (d) Lender shall have no obligation to make any Subsequent
                  Advance to Borrower if the amount of such Advance, when
                  combined with all other Advances under the Loan would exceed
                  the sum of $12,000,000.00.

                  (e) Subsequent Advances, other than Operating Deficit and
                  Capitalized Interest Advances, shall be in aggregate amounts
                  of not less than $200,000.00 (except for final draw Advances
                  for Tenant Improvements, which may be in the amount of the
                  final draw request).

         2.3 Excess Advances. Upon written notice from Lender, Borrower shall
         within two (2) business days after delivery of such notice repay any
         Advance received by Borrower in excess of the amount Borrower is
         entitled to under the provisions of this Agreement.

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SECTION 3.        LOAN AND DOCUMENTATION FEES

         3.1 Loan Fee. On the Closing Date, Lender shall have earned and
         Borrower shall pay to Lender the Commitment Fee and the portions of the
         Servicing and Administration Fee and Debt Redemption Fee due and
         payable on the Closing Date.

         3.2 Servicing and Administration Fee. Lender shall have earned and
         Borrower shall pay the Servicing and Administration Fee in the amounts
         and at the times set forth in Schedule 1 attached hereto.

         3.3 Debt Redemption Fee. Lender shall have earned and Borrower shall
         pay the Debt Redemption Fee in the amounts and at the times set forth
         in Schedule 1 attached hereto.

         3.4 Unused Commitment Fee. Lender shall have earned and Borrower shall
         pay the Unused Commitment Fee in the amounts and at the times set forth
         in Schedule 1 attached hereto.

SECTION 4.        SECURITY

         4.1 Security. Borrower shall cause the Loan and all of Borrower's
         obligations under this Agreement to be secured by the following:

                  (a) The Deed of Trust constituting a first and prior lien on
                  the Project, subject only to such matters as specifically
                  approved by Lender therein.

                  (b) Valid and effectual assignments (which shall be made under
                  the Deed of Trust) of Borrower's interest in the Plans and
                  Specifications, all construction, architects' and engineers'
                  contracts, all operating, management and supervision
                  agreements, all other documents relating to the ownership,
                  development, construction, maintenance, leasing, management
                  and operation of such Project and all operating and other cash
                  accounts, securities, investments and similar property of the
                  Borrower;

                  (c) the Assignment, and

together with any UCC financing statements for filing and/or recording and any
other items reasonably required by Lender to fully perfect the liens and
security interests of Lender.

SECTION 5.        CONDITIONS PRECEDENT FOR CLOSING AND ADVANCES

         The obligation of Lender to make the Loan and each and every Advance is
subject to the following express conditions precedent:

         5.1 Loan Documents. Borrower shall have executed (or obtained the
         execution or issuance of) and delivered to Lender all of the following
         documents, in form reasonably satisfactory to Lender:

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                  (a) This Agreement;

                  (b) The Note;

                  (c) The Security Documents:

                           (i)   The Deed of Trust;

                           (ii)  The Assignment;

                           (iii) UCC-1 financing statements as required by
                                 Lender;

                  (d) An Environmental Indemnity Agreement executed by Borrower;

                  (e) Non-Disturbance, Attornment, Estoppel and Subordination
                  Agreements ("Non-Disturbance Agreements"), in form
                  satisfactory to Lender, executed by Borrower and all current
                  Tenants of the Project provided that only such agreements
                  executed by Stifel Financial Corp., Stifel Nicolaus & Company,
                  Incorporated, and Edison Brothers Stores Inc. shall be
                  required to be delivered to Lender prior to the Initial
                  Advance and such agreements from all current tenants must be
                  delivered to Lender prior to any Subsequent Advance;

                  (f) The Management Agreement Subordination, the Consulting
                  Agreement Subordination and the Brokerage Agreement
                  Subordination executed by Borrower and the entities providing
                  property management, consulting and brokerage services to the
                  Project and Borrower.

                  (g) Pro-forma balance sheet of Borrower, certified by the
                  manager of Borrower, showing its financial condition
                  immediately after the Initial Advance;

                  (h) Certificates of Borrower as to such matters regarding
                  Borrower's formation, good standing, authority and other
                  factual matters relating to the Project and Borrower's
                  representations and warranties in the Loan documents as Lender
                  may require.

                  (i) Such other items as Lender may reasonably require.

Full satisfaction of the requirements of this paragraph 5.1 with respect to the
Initial Advance shall constitute satisfaction of such requirements for all
additional Advances.

         5.2 Fees and Expenses. Lender shall have received the Commitment Fee
         and all portions of the Servicing and Administration Fee and the Debt
         Redemption Fee payable at the time of such Advance, and Borrower shall
         have paid or reimbursed Lender for Lender's expenses as provided in
         Paragraph 12.7. Payment of the Commitment Fee at the time of the
         Initial Advance shall constitute satisfaction of the Commitment Fee
         requirement of this paragraph 5.2 for all additional Advances.

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         5.3 Other Conditions. Borrower, at its expense, shall have obtained and
         delivered to Lender the following items relating to the Project, all of
         which shall be in form and content reasonably satisfactory to Lender
         and shall be subject to approval in writing by Lender:

                  (a) The Appraisal certified to Lender.

                  (b) Four (4) prints of an original survey of the Real Property
                  and improvements thereon dated not more than sixty (60)
                  calendar days prior to the date of this Agreement (or dated
                  such earlier date, if any, as is satisfactory to the title
                  insurer, but in any event not more than one hundred eighty
                  (180) calendar days prior to the date of this Agreement)
                  satisfactory to Lender and the title insurer and otherwise
                  complying with Exhibit "D".

                  (c) An irrevocable commitment from a title insurance company
                  satisfactory to Lender to issue a Title Policy, with the Title
                  Policy being issued within a reasonable time after the
                  recording of the Deed of Trust, with such endorsements as
                  Lender may require, in the full amount of the Loan, insuring
                  the lien of the Deed of Trust to be a first and prior lien
                  upon the Project as security for all Advances pursuant to the
                  terms of this Agreement, subject only to such exceptions as
                  Lender may expressly approve in writing.

                  (d) A current preliminary environmental assessment (Phase I
                  assessment) of the Real Property and adjacent property, plus
                  any sampling and analysis (Phase II assessment) or special
                  limited assessment that Lender may require after review of the
                  Phase I assessment, together with any other environmental
                  investigations and reports that Lender may require, all of
                  which shall be by an environmental consulting firm acceptable
                  to Lender and none of which shall reveal any existing or
                  potential environmental condition adversely affecting the use
                  or value of the Real Property.

                  (e) Evidence that the Real Property is properly zoned for its
                  intended use.

                  (f) Certificates of insurance evidencing the following:

                           (i) Policies of insurance evidencing personal
                           liability and property damage liability coverages in
                           amounts not less than $10,000,000.00 (combined single
                           limit for bodily injury and property damage), and an
                           umbrella excess liability coverage in an amount not
                           less than $10,000,000.00 shall be in effect with
                           respect to Borrower. Such policies must be written on
                           an occurrence basis so as to provide blanket
                           contractual liability, broad form property damage
                           coverage, earthquake coverage and coverage for
                           products and completed operations. In addition, in
                           the event Borrower owns or operates any motor
                           vehicles there shall be obtained and maintained
                           business motor vehicle liability insurance protecting
                           Borrower and Lender against loss or losses from
                           liability relating to motor vehicles owned,
                           non-owned, hired or used by Borrower, any contractor,
                           any


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                           subcontractor, or any other person in any manner
                           related to the Project with a limit of liability of
                           not less than the amount set forth above (combined
                           single limit for personal injury (including bodily
                           injury and death) and property damage).

                           (ii) Fire and extended coverage insurance on the
                           Improvements in an amount not less than the full
                           insurable value on a replacement cost basis of the
                           insured Improvements and personal property related
                           thereto.

                           (iii) If applicable, evidence of worker's
                           compensation insurance coverage satisfactory to
                           Lender.

                           (iv) If the Real Property, or any part thereof, lies
                           within a "special flood hazard area" as designated on
                           maps prepared by the Department of Housing and Urban
                           Development, a National Flood Insurance Association
                           standard flood insurance policy, plus insurance from
                           a private insurance carrier if necessary, for the
                           duration of the Loan in the amount of the full
                           insurable value of the completed Improvements.

                           (v) Such other insurance as Lender may reasonably
                           require, which may include, without limitation,
                           insurance covering vandalism and malicious mischief,
                           sprinkler leakage, rent abatement and/or business
                           loss.

All insurance policies (i) shall be issued by an insurance company reasonably
acceptable to Lender, (ii) name Lender as an additional insured on all liability
insurance and first mortgagee on all casualty insurance, and (iii) provide that
Lender is to receive thirty (30) days written notice prior to cancellation.

                  (g) Evidence whether the Real Property, or any part thereof,
                  lies within a "special flood hazard area" as designated on
                  maps prepared by the Department of Housing and Urban
                  Development.

                  (h) Copies of all lease agreements affecting the Project and,
                  if requested by Lender, a summary detailing the major terms of
                  each lease, including, without limitation, contract rent, free
                  rent, and other concessions, prepaid rent, security deposits,
                  net effective rent, expense stop and other expense
                  information.

                  (i) Copies of all other material agreements between Borrower
                  and any architects, engineers, managers or supervisors related
                  to the maintenance, repair, leasing, management and operation
                  of the Project, together with written agreements by such
                  persons or entities that they will perform for Lender the
                  services contracted to Borrower, notwithstanding the
                  occurrence of any Event of Default and any trustee's sale or
                  foreclosure of the Deed of Trust (provided that such persons
                  or entities continue to receive payments under their
                  respective contracts), and the consent of such persons or
                  entities to the collateral assignment by Borrower to Lender of
                  their respective contracts.

                                       12
<PAGE>   13

                  (j) Copies of any Declaration of Covenants, Conditions and
                  Restrictions and related documents pertaining to the Project.

                  (k) Evidence that all taxes and assessments levied against or
                  affecting the Real Property have been paid current.

                  (l) The following documents regarding Borrower: (i) a copy of
                  Borrower's organizational documents; (ii) evidence of the
                  proper formation and good standing of Borrower in the state of
                  its organization; (iii) evidence of qualification or
                  registration in the State of Missouri; and (iv) proper
                  resolutions, authorizations, certificates, and such other
                  documents as Lender may reasonably require, relating to the
                  existence and good standing of Borrower and the authority of
                  any person executing documents on behalf of Borrower.

                  (m) UCC search reports of Borrower as Lender may require.

                  (n) Financial statements from Borrower in form and content
                  satisfactory to Lender evidencing a financial condition of
                  Borrower that is satisfactory to Lender and subsequent
                  financial statements from Borrower as required by Lender. For
                  purposes of this requirement financial statements conforming
                  to generally accepted accounting principles and that conform
                  to the requirements of the SEC shall be deemed satisfactory.

                  (o) Such other information and documents as Lender may
                  reasonably require.

Satisfaction of items (a), (b), (c), (e) and (g) of this paragraph 5.3 at the
time of the Initial Advance shall constitute satisfaction of such requirements
for all additional Advances to Borrower. Satisfaction of all other items at the
time of the Initial Advance shall constitute satisfaction of such items for
additional Advances, except to the extent that any of such items require
updating in Lender's judgment reasonably exercised.

         5.4 Hedging Contract. Borrower shall have purchased an interest rate
         cap on terms satisfactory to Lender in Lender's sole discretion at a
         cost not to exceed $25,000 which will be paid by Borrower.

         5.5 Legal Opinion. Borrower, at its expense, shall have provided Lender
         with a written opinion by counsel in form and substance reasonably
         acceptable to Lender. Satisfaction of this requirement with respect to
         the Initial Advance shall constitute satisfaction for additional
         Advances except to the extent such legal opinion requires updating in
         Lender's judgment reasonably exercised.

         5.6 Representations True. All representations and warranties by
         Borrower shall be true and correct in all material respects as of the
         Closing Date and all agreements that Borrower is to have performed or
         complied with by the date hereof shall have been performed or complied
         with.

                                       13
<PAGE>   14

         5.7 No Event of Default. No Event of Default shall have occurred and be
         continuing and no event has occurred and no condition shall have
         occurred that, after notice or lapse of time, or both, would constitute
         an Event of Default.

         5.8 Adverse Change. There shall not have occurred, in the opinion of
         Lender, any material adverse change in the business or financial
         condition of Borrower or any material tenant or in the Project, or in
         any other state of facts submitted to Lender in connection with the
         Loan, from that which existed at the time Lender considered the
         issuance of this Agreement. The fact of the bankruptcy filing by Edison
         Brothers Stores, Inc. and any partial or full rejection of the Edison
         Brothers Lease will not be deemed a material adverse change for the
         purpose of this Agreement.

SECTION 6.        REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to Lender as follows:

         6.1 Recitals and Statements. The recitals in this Agreement are true
         and correct.

         6.2 Organization and Good Standing. Borrower is duly organized, validly
         existing and in good standing under the laws of the state of its
         organization and is, to the extent required by law, qualified to do
         business and is in good standing in the State of Missouri.

         6.3 Power. Borrower has full power and authority to own its properties
         and assets and to carry on its business as now being conducted. The
         execution, delivery and performance of the Loan Documents has been duly
         authorized by all requisite action on the part of Borrower.

         6.4 Authority. Borrower is fully authorized and permitted to enter into
         this Agreement, to execute any and all documentation required herein,
         to borrow the amounts contemplated herein upon the terms set forth
         herein and to perform the terms of this Agreement, none of which
         conflicts with any provision of any law, rule or regulation applicable
         to Borrower. The Loan Documents to which Borrower is a party are valid
         and binding legal obligations of Borrower, and each is enforceable in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization, moratorium or other similar laws relating to the rights
         of creditors generally and general principles of equity.

         6.5 Enforceable Liens. The liens, security interests and assignments
         created by the Security Documents will, when granted and recorded or
         filed, be valid, effective, properly perfected and enforceable liens,
         security interests and assignments.

         6.6 No Breach. The execution, delivery and performance by Borrower of
         the Loan Documents will not result in any breach of the terms,
         conditions or provisions of, or constitute a default under, any
         material agreement or instrument under which Borrower is a party or is
         obligated. Borrower is not in default in the performance or observance
         of any covenants, conditions or provisions of any such material
         agreement or instrument.

                                       14
<PAGE>   15

         6.7 No Actions. Except as disclosed to Lender in writing prior to the
         date of this Agreement, no actions, suits or proceedings are pending or
         to Borrower's knowledge threatened against Borrower that if adversely
         determined could reasonably be expected to materially and adversely
         affect the repayment of the Loan, the performance by Borrower under
         this Agreement or the financial condition, business or operations of
         Borrower.

         6.8 Licenses. Borrower has obtained and there remain in full force and
         effect all material licenses, permits, consents, approvals and
         authorizations necessary or appropriate for the management and
         operation of the Improvements for their intended purpose that are
         obtainable as of the date hereof.

         6.9 Financial Statements True. All financial statements, profit and
         loss statements, statements as to ownership and other statements or
         reports previously or hereafter given to Lender by or on behalf of
         Borrower are and shall be true, complete and correct in all material
         respects in accordance with GAAP as of the date thereof. There has been
         no material adverse change in the financial condition or the results of
         the operation of Borrower since the latest financial statements of
         Borrower given to Lender.

         6.10 Filing of Taxes. Borrower has filed all federal, state and local
         tax returns and has paid all of its current obligations before
         delinquency, including all federal, state and local taxes and all other
         payments required under federal, state or local law.

         6.11 Affirmation of Representations and Warranties. Each request by
         Borrower for an Advance shall constitute an affirmation on the part of
         Borrower that the representations and warranties contained herein are
         true and correct in all material respects as of the time of such
         request and that the conditions precedent set forth in Section 5 hereof
         have been fully satisfied or waived by Lender in writing. All
         representations and warranties made herein shall survive the execution
         of this Agreement, all Advances and the execution and delivery of all
         other documents and instruments in connection with the Loan, so long as
         Lender has any commitment to lend to Borrower hereunder and until the
         Loan and all indebtedness hereunder have been paid in full and all of
         Borrower's obligations hereunder have been fully discharged.

         6.12 Year 2000 Compliance. Borrower has (i) initiated a review and
         assessment of all areas within its business and operations (including
         those affected by suppliers and vendors) that could be adversely
         affected by the "Year 2000 Problem" (that is, the risk that computer
         applications used by the Borrower (or its suppliers and vendors) may be
         unable to recognize and perform properly date-sensitive functions
         involving certain dates prior to and any date after December 31, 1999),
         (ii) developed a plan and timeline for addressing the Year 2000 Problem
         on a timely basis, and (iii) to date, implemented that plan in
         accordance with that timetable. Borrower reasonably believes that all
         computer applications (including those of its suppliers and vendors)
         that are material to its business and operations will on a timely basis
         be able to perform properly date-sensitive functions for all dates
         before and after January 1, 2000 (that is, "Year 2000 Compliant"),
         except to the extent that a failure to do so could not reasonably be
         expected to have material adverse effect on Borrower, its businesses or
         assets.

                                       15
<PAGE>   16

SECTION 7.        AFFIRMATIVE COVENANTS

         So long as Lender has any commitment to lend to Borrower hereunder and
until the Loan and all other indebtedness hereunder have been paid in full and
all of Borrower's obligations hereunder have been fully discharged:

         7.1 Payment of Construction Costs. Borrower shall promptly pay for, or
         cause to be paid for, all labor, materials, equipment and fixtures used
         in connection with the construction of the Tenant Improvements and all
         other costs relating to the Improvements except that Borrower may
         contest in good faith the validity or amount thereof provided that
         Borrower shall have furnished to Lender upon Lender's request a cash
         deposit or other appropriate security in an amount and form
         satisfactory to Lender to protect Lender against the creation of any
         lien on, or any sale or forfeiture of, any property encumbered by the
         Security Documents. Upon the final determination of Borrower's
         liability following the adjudication of such contest, Borrower shall
         promptly pay or cause to be paid all sums, if any, determined to be
         due. Any deposit or security provided by Borrower shall be returned to
         Borrower upon the final determination of Borrower's contest and the
         payment of the sums, if any, determined to be due.

         7.2  [Intentionally Reserved]

         7.3 Enforcement of Contracts. Borrower shall use commercially
         reasonable efforts to enforce or cause the enforcement of the contracts
         for the construction of the Tenant Improvements to ensure that the
         contractors are required to promptly and diligently perform all of
         their obligations thereunder and in such a manner as to preserve
         Lender's security in the Project. No change, amendment or modification
         shall be made to such contracts without the prior written consent of
         Lender which consent shall not be unreasonably withheld, conditioned or
         delayed, except changes, amendments or modifications that are (i) to
         implement changes to the Plans and Specifications permitted hereby,
         (ii) which do not individually or in the aggregate increase the cost of
         any such contract by more than $25,000.00 or (iii) in connection with
         Tenant Improvements wholly financed by a Tenant.

         7.4 No Other Security Interests. No materials, equipment, fixtures or
         any other part of the Improvements or articles of personal property
         placed in the Improvements shall be purchased or installed under any
         security agreement or other arrangements wherein the seller reserves or
         purports to reserve the right to remove or to repossess any such items
         or to consider them personal property after their incorporation into
         the Improvements; provided the foregoing shall not preclude Borrower
         from (i) leasing materials, equipment or fixtures in the ordinary
         course of business, provided that annual payments under such leases do
         not exceed $10,000.00 in any one calendar year; or (ii) incurring
         purchase money indebtedness permitted pursuant to Section 8.4.

         7.5 Maintenance of Licenses and Permits. Borrower shall maintain in
         full force and effect all rights and licenses necessary to carry on its
         business, and all permits, licenses, consents

                                       16
<PAGE>   17

         and approvals necessary for the construction, maintenance and operation
         of the Improvements.

         7.6 Compliance with Loan Documents. Borrower shall make all payments of
         interest and principal on the Loan as and when due and shall keep and
         comply with all terms, conditions and provisions of the Loan Documents.

         7.7  [Intentionally Reserved]

         7.8 Bank Accounts. Borrower shall maintain all of its Lender accounts
         at NationsBank, N/A., or such other bank as Lender may direct from time
         to time, which accounts shall be pledged to Lender as additional
         security for the Loan.

         7.9 Maintenance of Insurance. Borrower shall maintain in full force and
         effect at all times all insurance coverage required to be provided
         pursuant to Paragraph 5.3(f).

         7.10 Payment of Taxes. Borrower shall pay all of its current
         obligations before delinquency, including all federal, state and local
         taxes and all other payments required under federal, state or local
         law, subject to Borrower's right to contest taxes and assessments of
         real and personal property as provided in the Deed of Trust.

         7.11 Establishment and Maintenance of Tax and Insurance Escrow Account.
         Borrower shall establish with Lender an interest bearing deposit
         account ("Escrow Account") for the purpose of maintaining a cash
         reserve for taxes and insurance in connection with the Real Property,
         which account shall be pledged to Lender as further security for the
         Loan. Commencing on the first Business Day of the first calendar
         quarter after the date hereof, and on the first Business Day of each
         October, January, April and July thereafter, Borrower shall deposit
         into the Escrow Account the amount set forth in Schedule 1, and shall
         make such further deposits as may be required under the Deed of Trust.
         Simultaneously with the execution hereof Borrower shall also pay to
         Lender for deposit in the Escrow Account the sum of Three Hundred
         Thousand Dollars ($300,000.00) being the quarterly deposit that would
         have been required had this loan been outstanding on January 1, 1999.
         Lender shall make disbursements from such account to Borrower or, at
         Lender's option to the taxing authority or the relevant insurance
         company, upon presentation satisfactory to Lender of evidence of the
         amounts due and payable thereon. Lender shall have no obligation to pay
         charges for such taxes or insurance if there are not sufficient funds
         in the Escrow Account for such purpose.

         7.12 Books and Records; Access. Borrower shall maintain, in a safe
         place, proper and accurate books and records relating to its operations
         and its business affairs. Lender shall have the right from time to
         time, upon prior written notice, to examine, and to make abstracts from
         and photocopies of, Borrower's books and records. Lender shall keep any
         and all such information as confidential and may not disclose such
         information to third parties except to the extent required by law or to
         Lender's employees, attorneys, agents, participants, transferees or
         assignees or as may be necessary or appropriate to enforce any of
         Borrower's obligations under the Loan Documents.

                                       17
<PAGE>   18

         7.13 Financial Reports. Borrower shall maintain a standard, modern
         system of accounting that reflects the application of GAAP or of tax
         basis accounting, consistently applied. Borrower shall furnish to
         Lender or cause to be furnished to Lender the following in form and
         detail reasonably satisfactory to Lender:

                  (a) Within ninety (90) days after the close of each fiscal
                  year, financial statements of Borrower, including a balance
                  sheet, statement of income and expenses and statement of cash
                  flows that include the results of the financial operation of
                  the Project, amounts and sources of contingent liabilities, a
                  reconciliation of changes in equity and liquidity
                  verification, all in reasonable detail and prepared according
                  to GAAP or to tax basis accounting, consistently applied. Year
                  end statements shall be audited by an independent certified
                  public accountant of Borrower.

                  (b) Within forty-five (45) days after the end of each quarter,
                  quarterly unaudited financial statements for the Project for
                  the previous quarter.

                  (c) Within forty-five (45) days after the end of each
                  quarterly accounting period, rent rolls for the Project,
                  including the name, annual rental amount and lease expiration
                  date for each Tenant.

                  (d) Within forty-five (45) days after the end of each
                  quarterly accounting period, a certificate signed by the
                  manager of Borrower in the form attached hereto as Exhibit
                  "E".

                  (e) When requested by Lender, such further information as
                  Lender may reasonably request relating to Borrower and/or the
                  operation of the Project.

                  (f) Copies of all material filings of Borrower with the
                  Securities and Exchange Commission, such copies to be
                  delivered to Lender within thirty (30) days after filing with
                  the Securities and Exchange Commission.

         7.14 Subsequent Actions. Borrower shall immediately inform Lender of
         any actions, suits or proceedings involving Borrower that if adversely
         determined would materially and adversely affect the repayment of the
         Loan, the performance by Borrower under this Agreement, or the
         financial condition, business or operations of Borrower.

         7.15 Further Assurances. Borrower shall execute and deliver such
         additional documents and do such other acts as Lender may reasonably
         require in order to effectuate Borrower's obligations with respect to
         the Loan without substantively amending any of the Loan Documents.

         7.16 Borrower Notices. Borrower shall promptly give notice in writing
         to Lender of (i) the occurrence of any Event of Default, (ii) any
         change in the name of Borrower, and in the case of a reorganization,
         any change in name, identity or corporate structure, (iii) loss through
         fire, theft, liability or property damage in excess of $25,000.00, and
         (iv) all

                                       18
<PAGE>   19

         material developments disclosed to Borrower from any source in the
         Edison Brothers bankruptcy proceedings which may have a material effect
         upon the Edison Brothers Lease.

         7.17 Financial Covenants.  Until the Loan is repaid in full, Borrower
         shall comply with the following:

                  (a) Permitted Expenses. Borrower shall not expend any income
                  of the Project of any type other than for (i) Operating
                  Expenses of the Project, (ii) payments of principal, interest
                  and other charges with respect to the Debt, (iii) fees and
                  expenses associated with the organization and operation of
                  Borrower (such as tax return preparation, fees and expenses of
                  filings with the Securities and Exchange Commission, asset
                  management fees and other similar expenses which are not
                  included in the definition of Operating Expenses), and (iv)
                  capital expenditures of or benefiting the Project, provided,
                  however, that after the making of any Operating Deficit
                  Advance or Capitalized Interest Advance to Borrower pursuant
                  to the terms of this Agreement, such capital expenditures
                  (exclusive of Tenant Improvements made pursuant to an Approved
                  Lease) shall be limited to the amount which is the greater of
                  (a) Two Hundred Thousand Dollars ($200,000.00) in the
                  aggregate per any period of twelve (12) consecutive calendar
                  months commencing on or after the date of such Operating
                  Deficit Advance or Capitalized Interest Advance or (b) such
                  other amount as may be approved by Lender in writing.

                  (b) No Equity Distributions. Borrower shall not make any
                  distribution to its members other than as payment for services
                  rendered currently upon arms' length terms and conditions
                  approved by Lender.

         7.18 Leases. Each lease that is to be used in leasing any of the Real
         Property shall be subject to Lender's prior written approval which
         approval shall not be unreasonably withheld, conditioned or delayed.
         Each such lease shall have been entered into by the Borrower in good
         faith and at arm's length. Borrower shall assign to Lender in the
         Assignment all of its right, title and interest in and to all Leases
         and rents relating to the Improvements at the Project and shall execute
         and deliver to Lender written assignments thereof in form satisfactory
         to Lender. Upon request of Lender, which request shall not be made more
         frequently than once during each calendar year unless an Event of
         Default has occurred and is continuing, Borrower will use its
         commercially reasonable efforts to deliver to Lender individual
         estoppel certificates from all Tenants under such Leases certifying:
         (a) that the leased premises have been completed to the satisfaction of
         that Tenant, (b) that the lease is in full force and effect and there
         are no existing defaults to the knowledge of that Tenant, (c) the date
         upon which the term of the lease commenced and the date to which
         rentals have been paid, (d) that there are no setoffs or counterclaims
         against the rent payments and no credits against the rent payments
         except as set forth in the Lease, (e) that the Lease has not been
         amended or modified and there are no representations, warranties,
         understandings or agreements pertaining to the subject matter thereof
         other than as expressly stated in the written lease, and (f) that the
         Tenant has no knowledge of any prior assignment or pledge of the lease
         or of rentals thereunder.


                                       19
<PAGE>   20

         Anything in the foregoing to the contrary notwithstanding, Lender's
         prior approval shall not be required for any Lease of less than 20,000
         square feet of rentable space which (i) is in a form substantially
         similar to the most current form of Lease used by Borrower which has
         been provided to Lender, (ii) provides for rental in an amount not less
         than $15.00 per square foot per year, and (iii) will not require
         Borrower to finance tenant improvements for such Lease under the Loan.
         Lender shall indicate its approval or disapproval of a proposed Lease
         within ten (10) Business Days of Borrower's furnishing to Lender of the
         proposed form of Lease, a proposed term sheet showing all essential
         terms and any substantive changes to the form of Lease, financial
         information regarding the Tenant and such other information as Lender
         shall promptly and reasonably request with respect to such Lease and
         the Tenant. Lender shall use reasonable efforts to provide such
         approval or disapproval of such Lease as soon as practicable after it
         receives the required information. Lender's failure to respond within
         ten (10) Business Days shall be deemed Lender's approval of such
         proposed Lease in substantially the form provided to Lender, subject
         only to changes specifically stated in the term sheet provided to
         Lender and other changes consistent with Borrower's customary leasing
         practices. In the event that any business term or other material
         substantive provision of any proposed Lease is different from that
         previously provided to Lender, Lender shall have an additional ten (10)
         Business Days after receipt of such term or provision to disapprove
         such Lease. Lender agrees to sign a Subordination, Attornment and
         Non-Disturbance Agreement at Borrower's request in form substantially
         identical to the form attached hereto as Exhibit "G", upon delivery to
         Lender of such form executed by all other parties thereto, with respect
         to any approved (or deemed approved) Leases.

         7.19 Year 2000 Compliance. Borrower will promptly notify Lender in the
         event Borrower discovers or determines that any computer application
         (including those of its suppliers and vendors) that is material to its
         business and operations will not be Year 2000 compliant on a timely
         basis, except to the extent that such failure could not reasonably be
         expected to have a material adverse effect on Borrower, its businesses
         or assets.

SECTION 8.        NEGATIVE COVENANTS

         So long as Lender has any commitment to lend to Borrower hereunder and
until the Loan and all other indebtedness hereunder have been paid in full and
all of Borrower's obligations hereunder have been fully discharged, Borrower
shall not, without receiving the prior written consent of Lender:

         8.1 Dissolution or Liquidation. Dissolve or liquidate, or merge or
         consolidate with or into any other entity.

         8.2 Due on Sale or Encumbrance. Except as provided in Section 7.4 and
         8.5, assign, transfer or convey any of its right, title and interest in
         any property whether real or personal encumbered by the Security
         Documents; create or suffer to be created any mortgage, pledge,
         security interest, encumbrance or other lien on any property encumbered
         by the Security Documents (other than liens arising from work the cost
         of which is being properly contested in accordance with the terms
         hereof); or create or suffer



                                       20
<PAGE>   21

         to be created any mortgage, pledge, security interest, encumbrance or
         other lien on any other property or assets which it now owns or
         hereafter acquires except in consideration of the contemporaneous
         receipt by it of benefits equal or greater in value to the lien
         created. Any change or transfer or more than fifty percent (50%) in the
         aggregate of the total membership interests in Borrower to a single
         member or person (within the meaning of Section 13(d)(3) of the
         Securities Exchange Act of 1934) shall be deemed a transfer of property
         in violation of this Section.

         8.3 Change in Accounting Period. Change the times of commencement or
         termination of its fiscal year or other accounting periods; or change
         its methods of accounting other than to conform to GAAP or to tax basis
         accounting, consistently applied.

         8.4 No Additional Debt. During the term of the Loan, without Lender's
         prior written consent, which may be withheld in Lender's sole and
         absolute discretion, incur any additional debt with respect to, or in
         connection with its ownership and operation of the Project (including
         without limitation any contingent or guarantor liability), except as
         provided in Section 7.4 and except for (i) short term accounts payable
         incurred in connection with the operation of the Project, or (ii)
         purchase money borrowing for equipment, but not fixtures for the
         Project, provided the aggregate amount of all such borrowings shall not
         exceed One Hundred Thousand Dollars ($100,000.00) at any one time
         outstanding, and provided further that no lender shall have a security
         interest in any collateral securing the Loan other than a security
         interest in the equipment so purchased.

         8.5 Disposition of Personal Property. Borrower shall, have the right to
         sell any items of tangible personal property provided that in
         connection with any sale of an item acquired at a cost in excess of Ten
         Thousand and no/100 Dollars ($10,000.00), Borrower shall simultaneously
         with or prior to such sale, either (i) replace said item with an item
         of a value substantially equal to that of the item being sold and which
         replacement item shall be free from any title retention or security
         interest or other encumbrance except to the extent permitted pursuant
         to Paragraph 8.4 above; or (ii) deliver any net cash proceeds received
         from such disposition promptly to Lender to be applied to the principal
         balance of the Note without charge for prepayment.

SECTION 9.        WAIVER

         9.1 Delay or Omission. No delay or omission by Lender in exercising any
         right, power or remedy hereunder, and no indulgence given to Borrower,
         with respect to any term, condition or provision set forth herein,
         shall impair any right, power or remedy of Lender under this Agreement,
         or be construed as a waiver by Lender of, or acquiescence in, any Event
         of Default. Likewise, no such delay, omission or indulgence by Lender
         shall be construed as a variation or waiver of any of the terms,
         conditions or provisions of this Agreement. Any actual waiver by Lender
         of any Event of Default shall not be a waiver of any other prior or
         subsequent Event of Default or of the same Event of Default after
         notice to Borrower demanding strict performance.


                                       21
<PAGE>   22

SECTION 10.       DEFAULT

         10.1 Event of Default. The occurrence of any of the following events or
         conditions shall constitute an Event of Default under this Agreement
         and with respect to the Loan:

                  (a) Any failure to pay any principal or interest under the
                  Note when the same shall become due and payable and such
                  failure continues for ten (10) days after notice thereof to
                  Borrower, or the failure to pay any other sum due under the
                  Loan Documents when the same shall become due and payable and
                  such failure continues for ten (10) days after notice thereof
                  to Borrower. No notice, however, shall be required after
                  maturity of the Note.

                  (b) Any failure to perform or observe any of the covenants,
                  conditions or provisions of the Loan Documents (other than a
                  failure described in one or more of the other provisions of
                  this Paragraph 10.1) and such failure either cannot be
                  remedied or, if it can be remedied, it continues unremedied
                  for a period of thirty (30) days after notice thereof to
                  Borrower; provided that if such failure is not of a nature
                  such that can reasonably be cured within 30 days, so long as
                  Borrower is diligently pursuing such cure in good faith, such
                  failure shall not constitute an Event of Default.

                  (c) Any warranty, representation or statement contained in the
                  Loan Documents, or made or furnished to Lender by or on behalf
                  of Borrower, that shall be or shall prove to have been false
                  when made or furnished in any material respect.

                  (d) The filing by Borrower (or against Borrower to which
                  Borrower acquiesces or that is not dismissed within sixty (60)
                  days after the filing thereof) of any proceeding under the
                  federal bankruptcy laws now or hereafter existing or any other
                  similar statute now or hereafter in effect; the entry of an
                  order for relief under such laws with respect to Borrower in a
                  proceeding in which Borrower is the debtor; or the appointment
                  of a receiver, trustee, custodian or conservator of all or any
                  part of the assets of Borrower.

                  (e) The insolvency of Borrower; or the execution by Borrower
                  of an assignment for the benefit of creditors; or the
                  convening by Borrower of a meeting of its creditors, or any
                  class thereof, for purposes of effecting a moratorium upon or
                  extension or composition of its debts; or if Borrower is
                  generally not paying its debts as they mature.

                  (f) The admission in writing by Borrower that it is unable to
                  pay its debts as they mature or that it is generally not
                  paying its debts as they mature.

                  (g) The liquidation, termination or dissolution of Borrower.

                  (h) Any levy or execution upon, or judicial seizure of, any
                  portion of any collateral or security for the Loan.

                                       22
<PAGE>   23

                  (i) Any attachment or garnishment of, or the existence or
                  filing of any lien or encumbrance, other than any lien or
                  encumbrance permitted by the Deed of Trust, against, any
                  portion of any collateral or security for the Loan, that is
                  not removed or released within thirty (30) days after Borrower
                  obtains actual knowledge of its creation, not to exceed
                  forty-five (45) days after its creation.

                  (j) The institution of any legal action or proceedings to
                  enforce any lien or encumbrance upon any portion of any
                  collateral or security for the Loan, that is not bonded or
                  insured over to Lender's reasonable satisfaction or dismissed
                  within thirty (30) days after its institution.

                  (k) A transfer of the Project or any part thereof in violation
                  of Section 8.2 hereof.

         10.2 Remedies. Upon the occurrence of any Event of Default and at any
         time while such Event of Default is continuing, Lender may do one or
         more of the following:

                  (a) Cease making Advances without notice;

                  (b) Declare the Loan and all other indebtedness of Borrower
                  hereunder immediately due and payable, without notice or
                  demand;

                  (c) Proceed to protect and enforce its rights and remedies
                  under all Loan Documents;

                  (d) Take over and complete construction of any Tenant
                  Improvements by or through any agent, contractor or
                  subcontractor of its selection, and make Advances in payment
                  of the costs, expenses, fees, reasonable attorneys' fees and
                  other charges incurred in connection with such taking over and
                  completion, together with reasonable allowances for
                  supervision; and

                  (e) Avail itself of any other relief to which Lender may be
                  legally or equitably entitled.

SECTION 11.       ACTION UPON AGREEMENT

         11.1 No Third Party Beneficiaries. This Agreement is made for the sole
         protection and benefit of the parties hereto and no other person or
         organization shall have any right of action hereon.

         11.2 Integration. The Loan Documents embody the entire Agreement of the
         parties with regard to the subject matter hereof. There are no
         representations, promises, warranties, understandings or agreements
         expressed or implied, oral or otherwise, in relation thereto, except
         those expressly referred to or set forth therein. Borrower acknowledges
         that its execution and delivery of this Agreement is its free and
         voluntary act and deed, and that said execution and delivery have not
         been induced by, nor done in reliance upon, any representations,
         promises, warranties, understandings or agreements made by Lender, its
         agents, officers, employees or representatives.

                                       23
<PAGE>   24

         11.3 Modifications. No promise, representation, warranty or agreement
         made subsequent to the execution and delivery of this Agreement by
         either party hereto, and no revocation, partial or otherwise, or
         change, amendment or addition to, or alteration or modification of,
         this Agreement shall be valid unless the same shall be in writing
         signed by all parties hereto.

         11.4 No Joint Venture. Lender and Borrower each have separate and
         independent rights and obligations under this Agreement. Nothing
         contained herein shall be construed as creating, forming or
         constituting any partnership, joint venture, merger or consolidation of
         Borrower and Lender for any purpose or in any respect.

SECTION 12.       GENERAL

         12.1 Survival. This Agreement shall survive the making of the Loan and
         shall continue so long as any part of the Loan, or any extension or
         renewal thereof, remains outstanding.

         12.2 Discretionary Rights. All rights, powers and remedies granted
         Lender herein, or otherwise available to Lender, are for the sole
         benefit and protection of Lender, and Lender may exercise any such
         right, power or remedy at its option and in its sole and absolute
         discretion without any obligation to do so except to the extent Lender
         has expressly agreed herein that its consent or approval will not be
         unreasonably withheld or that its discretion will be exercised in a
         reasonable manner. In addition, if, under the terms hereof, Lender is
         given two or more alternative courses of action, Lender may elect any
         alternative or combination of alternatives, at its option and in its
         sole and absolute discretion except to the extent Lender has agreed
         that its consent or approval will not be unreasonably withheld or that
         its discretion will be exercised in a reasonable manner. All amounts
         paid, suffered or incurred by Lender in exercising any authority
         granted herein, including reasonable attorneys' fees, shall be secured
         by the Security Documents, shall bear interest at the highest rate
         payable on the Loan until paid, and shall be due and payable by
         Borrower to Lender immediately without demand.

         12.3 Indemnity. Borrower shall indemnify and hold Lender harmless from
         and against all claims, costs, expenses, actions, suits, proceedings,
         losses, damages and liabilities of any kind whatsoever, including but
         not limited to reasonable attorneys' fees and expenses, arising out of
         any matter relating, directly or indirectly, to the Loan, to the
         ownership, development, construction, or sale of the Project, whether
         resulting from internal disputes of Borrower, or whether involving
         other third persons or entities, or out of any other matter whatsoever
         related to any of the Loan Documents, or any property encumbered
         thereby, but excluding any claim or liability which arises as the
         result of the gross negligence or willful misconduct of Lender, its
         officers, employees or agents. This indemnity provision shall continue
         in full force and effect and shall survive not only the making of the
         Loan and the Advances but shall also survive the repayment of the Loan
         and the performance of all of Borrower's other obligations hereunder.

         12.4 Construction. The provisions hereof shall apply to the parties
         according to the context thereof and without regard to the number or
         gender of words or expressions used.

                                       24
<PAGE>   25

         12.5 Time of Essence. Time is expressly made of the essence of this
         Agreement.

         12.6 Notices. All notices required or permitted to be given hereunder
         shall be in writing and may be given in person or by United States
         mail, by delivery service or by electronic transmission. Any notice
         directed to a party to this Agreement shall become effective upon the
         earliest of the following: (i) actual receipt by that party; (ii)
         delivery to the designated address of that party, addressed to that
         party; or (iii) if given by certified or registered United States mail,
         seventy-two (72) hours after deposit with the United States Postal
         Service, postage prepaid, addressed to that party at its designated
         address. The designated address of a party shall be the address of that
         party shown at the beginning of this Agreement or such other address as
         that party, from time to time, may specify by notice to the other
         parties. Notices to Borrower shall also include a copy to:

                           EBS Building, L.L.C.
                           PricewaterhouseCoopers, LLP
                           800 Market Street, Suite 1800
                           St. Louis, Missouri 63101
                           Attn: Keith F. Cooper, Partner

                           and

                           Bryan Cave LLP
                           One Metropolitan Square
                           St. Louis, MO 63102
                           Attn: George E. Murray III, Esq.

Notices to Lender shall include a copy to each of:

                           FinPro, L.L.C.
                           1001 Cherry Street
                           Suite 308
                           Columbia, Missouri 65201

                           Sonnenschein Nath & Rosenthal
                           One Metropolitan Square, Suite 3000
                           St. Louis, MO 63102
                           Attn:  Thomas K. Vandiver

Notices to Servicing Agent shall be delivered to:

                           NationsBank, N.A.
                           7800 Forsyth Blvd.
                           St. Louis MO 63105
                           Attn:  Jack Wiser

                                       25
<PAGE>   26


         12.7 Payment of Costs. Borrower shall pay upon demand all out of pocket
         costs and expenses arising from the preparation of the Loan Documents,
         the closing of the Loan, the making of Advances and the monitoring and
         administration of the Loan, including but not limited to title
         insurance premiums, other title company charges, recording and filing
         fees, costs of Uniform Commercial Code searches, Lender's reasonable
         outside attorneys' fees, Lender's inspection fees, appraisal and
         appraisal review fees, any intangible or recording taxes and any other
         charges that may be imposed on Lender as a direct result of this
         transaction.

         12.8 Choice of Law. This Agreement shall be governed by and construed
         according to the laws of the State of Missouri, without giving effect
         to conflict of laws principles.

         12.9 Successors. Except as otherwise provided herein, this Agreement
         shall be binding upon, and shall inure to the benefit of, the parties
         hereto and their successors and assigns.

         12.10 Headings. The headings or captions of sections and paragraphs in
         this Agreement are for reference only, do not define or limit the
         provisions of such sections or paragraphs, and shall not affect the
         interpretation of this Agreement.

         12.11 Participations. Lender, at any time, shall have the right to
         sell, assign, transfer, negotiate or grant participation interests in
         the Loan and in any documents and instruments executed in connection
         herewith; provided that Borrower shall have no obligation with respect
         to such sale, assignment or transfer until Borrower has received notice
         thereof from Lender. Borrower hereby acknowledges and agrees that any
         such disposition (other than a participation) shall give rise to a
         direct obligation of Borrower to each such assignee. Lender is
         authorized to furnish to any participant or prospective participant any
         information or document that Lender may have or obtain regarding the
         Loan or Borrower, provided such party signs a confidentiality agreement
         reasonably satisfactory to Borrower. In addition to the foregoing, the
         Security Documents and the Note shall, at any time until the same shall
         be fully paid and satisfied, at the sole election of Lender, be split
         or divided into two or more Notes and two or more Security Documents,
         each of which shall cover all or a portion of the Project to be more
         particularly described therein. To that end Borrower, upon written
         request of Lender, shall execute, acknowledge and deliver to Lender
         and/or its designee or designees substitute Notes and Security
         Documents in such principal amounts aggregating not more than the then
         unpaid principal amount secured by the Deed of Trust and containing
         terms, provisions and clauses no less favorable to Borrower than those
         contained herein and in the Note and such other documents and
         instruments as may be required by Lender to effect the splitting of the
         Note and the Security Documents.

         12.12 Counterparts. This Agreement may be executed in counterparts, all
         of which executed counterparts shall together constitute a single
         document. Signature pages may be detached from the counterparts and
         attached to a single copy of this Agreement to physically form one
         document.

                                       26
<PAGE>   27

         12.13 ORAL MODIFICATIONS. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
         EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
         INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
         PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR
         DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
         CONTAINED IN THIS WRITING AND THE OTHER LOAN DOCUMENTS, WHICH IS THE
         COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
         WE MAY LATER AGREE IN WRITING TO MODIFY IT.

         12.14 Incorporation by Reference. All schedules and exhibits attached
         hereto are incorporated herein and made a part hereof by this
         reference.

         12.15 Business Loan. The proceeds of this Loan will be used for the
         purposes specified in Section 408.035 of the Missouri Revised Statutes
         and the indebtedness secured thereby constitutes both a business loan
         and a real estate loan which comes within the purview of Section
         408.035 R.S.Mo.



                                       27
<PAGE>   28

         IN WITNESS WHEREOF, these presents are executed as of the date first
indicated above.


                     EBS BUILDING, L.L.C., a Delaware limited liability company

                     By:      PRICEWATERHOUSECOOPERS LLP,
                     MANAGER


                     By:           /s/ Matthew R. Neimann
                         ------------------------------------------------------
                          Matthew R. Niemann, Director

                                                                        BORROWER




                                       28
<PAGE>   29

         IN WITNESS WHEREOF, these presents are executed as of the date first
indicated above.


                     FINPRO, L.L.C., a Missouri limited liability company



                     By:               /s/ E. Stanley Kroenke
                         ------------------------------------------------------
                          E. Stanley Kroenke, Manager
                          [EBS LOAN AGREEMENT]

                                                                          LENDER



                                       29
<PAGE>   30

                                LIST OF EXHIBITS


Schedule 1          Schedule of Terms
Exhibit A           Legal Description of Project
Exhibit B           Form of Note
Exhibit C-1         Conditions and Limitations for Subsequent Advances
                    (Construction-Related Advances)
Exhibit C-2         Conditions and Limitations for Subsequent Advances (Lease-
                    Related Advances)
Exhibit C-3         Conditions and Limitations for Subsequent Advances
                    (Operating Deficit and Interest Reserve Advances)
Exhibit D           Survey Requirements
Exhibit E           Quarterly Compliance Certificate
Exhibit F-1         Form of Request for Disbursement (Construction-Related
                    Advances)
Exhibit F-2         Form of Request for Disbursement (Lease-Related Advances)
Exhibit G           Form of Subordination, Attornment and Non-Disturbance
                    Agreement


                                       30
<PAGE>   31

                                   SCHEDULE 1
                                SCHEDULE OF TERMS

1.2A     Commitment Fee: One Hundred Eighty Thousand Dollars ($180,000.00),
         Twenty-Five Thousand Dollars ($25,000.00) of which has been previously
         paid by Borrower.

1.2B     Debt Redemption Fee: Sixty Thousand Dollars ($60,000.00) payable
         semi-annually in arrears [for a maximum fee of Two Hundred Forty
         Thousand Dollars ($240,000.00)]. The first semi-annual payment shall be
         prepaid at Loan Closing. If the Note is prepaid prior to maturity, this
         fee shall be prorated on a monthly basis for any payment period of less
         than six (6) months (exclusive of the first semi-annual payment which
         shall not be prorated regardless of when the Loan is prepaid).

1.2C     Servicing and Administration Fee. Sixty Thousand Dollars ($60,000.00)
         per annum, in advance, payable by Borrower at Loan Closing, and again
         one (1) year after the date hereof. If the Note is prepaid prior to
         maturity, this fee shall be prorated on a monthly basis and the
         overpayment thereof shall be refunded to Borrower (or credited against
         the Note payoff amount).

1.2D     Unused Commitment Fee: 0.25% per annum of the amount by which
         $12,000,000.00 exceeds the total Advances made to Borrower, to be
         calculated based upon the average daily ratio of the unfunded portion
         of the Loan to the Maximum Loan Amount of $12,000,000.00 based upon an
         actual/360-day year basis and paid quarterly in arrears on the first
         day of the following calendar month commencing September 1, 1999.

1.2E     Maximum Lease Advance Amount: An amount for any Lease calculated as
         follows subject to adjustment by Lender as it deems reasonably
         necessary to address any changes in the rental terms over the life of
         the relevant Lease:

         (a) The product of (i)(x) the weighted average annual rental rate under
         the lease, calculated on a per square foot basis, minus (y) the then
         current annual Operating Expenses of the Project, calculated on a per
         square foot basis, minus (z) one year's amortization of tenant
         improvement costs and leasing commissions paid by Borrower in
         connection with such lease as amortized over the initial term of the
         lease, calculated on a per square foot basis, times (ii) the number of
         rentable square feet leased to the tenant pursuant to such lease;

         minus

         (b) The reserve requirement, calculated as the product of $0.20 times
         the number of rentable square feet leased to the tenant pursuant to
         such lease;

         and dividing (a) minus (b) by

         (c) Ten percent (10%),

                                       31
<PAGE>   32

         such that the Maximum Lease Advance Amount = (a-b)/(c).

         For the purpose of the foregoing calculation, Operating Expenses shall
         not include: (i) fees and expenses payable by the Borrower to the
         manager of the Borrower; (ii) asset management fees; (iii) tax return
         preparation fees; (iv) fees and expenses associated with filings by the
         Borrower with the Securities and Exchange Commission; and (v) other
         similar expenses which relate to the operation of the Borrower
         exclusive of the operation and management of the Project.

                                       OR.
Twenty-Five Dollars ($25.00) per rentable square foot whichever is less;

                                       OR

Such greater amount as Lender may reasonably determine.

         Example:

              Assumptions:

         -    5,000 square feet of leased space
         -    $15.00 per square foot per annum gross rent
         -    $7.00 per square foot per annum expenses
         -    Calculation of Maximum Lease Advance Amount

                  (a) 5,000 x ($15.00-$7.00) = $40,000.00
                  (b) $40,000.00 - (5,000 x $0.20) = $39,000.00
                  (c) $39,000.00 / .10 = $390,000.00 Maximum Lease Advance
                      Amount

7.11     Escrow Account.  Quarterly required deposit amounts in the amount of
$150,000.00.


                                       32
<PAGE>   33
                                   EXHIBIT "A"


                                  REAL PROPERTY


Legal Description of Property:

All that real property located in the City of St. Louis, State of Missouri, more
particularly described as follows:

Parcel No. 1: A tract of land being Book 119, part of Block 118, that part of
St. Charles Street, 50 feet wide, vacated by Ordinance No. 58574 and that part
of a 7.5 foot wide alley in Block 118 vacated by Ordinance No. 58533, in the
City of St. Louis, Missouri and being further described as follows: Beginning at
a point on the East line of Sixth Street, 60 feet wide, at its intersection with
the South line of vacated St. Charles Street, 50 feet wide, said point being the
Northwest corner of Block 118, thence North 1 degree 54 minutes 12 seconds East,
49.93 feet across vacated St. Charles Street to the Southwest corner of Block
119; thence along the East line of Sixth Street, North 0 degrees 09 minutes 53
seconds West, 150.46 feet to its intersection with the South line of Washington
Avenue, 80 feet wide, said point being the Northwest corner of Block 119; thence
along the South line of Washington Avenue, North 89 degrees 54 minutes 07
seconds East, 270.40 feet to its intersection with the West line of Broadway, 80
feet wide, said point being the Northeast corner of Block 119; thence along the
West line of Broadway, South 0 degrees 11 minutes 45 seconds East, 149.47 feet
to its intersection with the North line of vacated St. Charles Street, said
point being the Southeast corner of Book 119; thence South 2 degrees 26 minutes
11 seconds West, 50.14 feet across vacated St. Charles Street to the Northeast
corner of Block 118; thence continuing along the West line of Broadway, South 2
degrees 33 minutes 22 seconds West, 13.64 feet to a point on the East line of
Block 118; thence leaving said point and running North 87 degrees 22 minutes 23
seconds West 269.68 feet to the point of beginning according to survey by The
Clayton Engineering Company dated February, 1998.

Parcel No. 2: A tract of land being part of Block 118 together with the vacated
North and South Alley and portions of the following vacated streets, Broadway,
Locust Street and Sixth Street, in the City of St. Louis, Missouri, and
described as follows: Beginning at a point on the East line of Sixth Street, 60
feet wide at its intersection with the South line of former St. Charles Street,
50 feet wide, as vacated by Ordinance No. 58574, said point being the Northwest
corner of City Block 118 and the Westernmost corner of property conveyed to
Edison Brothers Redevelopment Corporation by deed recorded in Book 338M page 830
of the St. Louis City Records; thence leaving said point and running along the
line of said Edison Brothers Property, South 87 degrees 22 minutes 23 seconds
East, 269.68 feet to a point on the Eastern line of City Block 118, thence along
said Eastern Block line, North 2 degrees 33 minutes 22 seconds East, 2.00 feet
to a point on the North line of that portion of Broadway as vacated by Ordinance
No. 58656; thence along the North line of said vacated area South 87 degrees 22
minutes 23 seconds East, 13.33 feet to the Northeast corner thereof; thence
along the Eastern line of the portion of Broadway, as vacated, South 2 degrees
33 minutes 22 seconds West, 275.33 feet to an angle point therein;



                                      A-1
<PAGE>   34

thence South 50 degrees 50 minutes 47 seconds West, 1797 feet to a point on the
South line of that portion of Locust Street as vacated by Ordinance No. 58656;
thence along the South line of said vacated area, North 87 degrees 22 minutes 23
seconds West, 268.51 feet to an angle point therein; thence North 39 degrees 14
minutes 03 seconds West, 20.11 feet to a point on the Western line of that
portion of Sixth Street, as vacated by Ordinance No. 58656; thence along the
West line of said vacated area, North 2 degrees 37 minutes 07 seconds East,
271.67 feet to the Northwest corner thereof; thence along the North line of said
vacated portion of Sixth Street South 87 degrees 22 minutes 23 seconds East,
12.0 feet to a point on the East line of Sixth Street; thence along said street
line, South 2 degrees 37 minutes 07 seconds West 1.33 feet to the point of
beginning, according to survey executed by Clayton Engineering Company.


                                      A-2

<PAGE>   35

                                   EXHIBIT "B"

                                  FORM OF NOTE




                                      B-1
<PAGE>   36
                                  EXHIBIT "C-1"

               CONDITIONS AND LIMITATIONS FOR SUBSEQUENT ADVANCES
                        (CONSTRUCTION-RELATED ADVANCES)

                        1. Lender Approval of Lease. Prior to the commencement
                        of construction of any Tenant Improvements, any part of
                        the construction of which is to be financed with any
                        Subsequent Advance, Borrower shall submit to Lender for
                        approval (a) a Lease for the premises on which any
                        Tenant Improvements are to be constructed (to the extent
                        not previously approved), (b) the Budget for the Tenant
                        Improvements, (c) the Contract Documents for the Tenant
                        Improvements and (d) all plans and specifications for
                        the Tenant Improvements. Lender shall be under no
                        obligation to make any Subsequent Advance until Lender
                        has approved such Lease (including, without limitation,
                        the identity and financial condition of the Tenant) or
                        such lease is deemed approved, and until Lender has
                        approved the Budget, Contract Documents and plans and
                        specifications, in Lender's discretion, not to be
                        unreasonably withheld conditioned or delayed.

                        2. Construction of Tenant Improvements. Borrower shall
                        (i) construct or, if the Tenant is obligated to
                        construct Tenant Improvements under the Lease, cause the
                        Tenant to construct the Tenant Improvements in good and
                        workmanlike manner and substantially in accordance with
                        the Contract Documents, (ii) commence, or cause to be
                        commenced, construction promptly as required under the
                        related Approved Lease, and (iii) once construction of
                        the Tenant Improvements has commenced, pursue or cause
                        to be pursued such construction diligently to completion
                        and complete such construction substantially in
                        accordance with the relevant Construction Schedule
                        subject to force majeure. Borrower shall construct or
                        cause to be constructed such Tenant Improvements in
                        accordance with all applicable laws, rules and
                        regulations of appropriate governmental authorities, so
                        as not to encroach upon any easement, right-of-way or
                        land of others and so as not to violate any setback
                        lines, applicable public or private use restrictions or
                        other restrictions or regulations.

                        3. Subsequent Advance Procedures and Request for
                        Disbursement.

                             (a) If Borrower is obligated to construct the
                             Tenant Improvements under any Lease or finance the
                             construction thereof, Borrower shall prepare and
                             submit to Lender a

                                       C-1
<PAGE>   37

                             Request for Disbursement for each Subsequent
                             Advance with regard to such Tenant Improvements,
                             but no more often than once per month. No Request
                             for Disbursement, except the final Request for
                             Disbursement with respect to the Tenant
                             Improvements for any Lease, shall be for an amount
                             less than $200,000.00 except to the extent the
                             aggregate cost for such improvements is less than
                             $200,000.00, in which event Borrower may request
                             such lesser amount. Each Request for Disbursement
                             shall be delivered to Lender not less than ten (10)
                             Business Days prior to the requested Subsequent
                             Advance Date and shall be accompanied by the
                             following:

                                  (1) all information and documentation required
                                  by this Agreement;

                                  (2) evidence that all conditions of this
                                  Agreement required to be satisfied prior to
                                  such Subsequent Advance have been satisfied or
                                  waived; and

                                  (3) such additional information, affidavits,
                                  certificates and other documents as may be
                                  reasonably required by Lender for making the
                                  Subsequent Advance; provided, however, that
                                  lien waivers with respect to payments to
                                  contractors to be financed with the proceeds
                                  of such Advance may be conditional lien
                                  waivers.

Within seven (7) Business Days of Lender's receipt of the Request for
Disbursement, Lender will approve or disapprove the Request for Disbursement.
Lender will review and consider approval of all Requests for Disbursement
submitted by Borrower in good faith. In the event of disapproval, Lender will
also promptly notify Borrower of such disapproval and the basis therefor by
telephone (confirmed in writing). If the Request for Disbursement is approved by
Lender, Lender will pay the amount requested in such Request for Disbursement to
Borrower, or during the continuance of an Event of Default, directly to the
contractors and subcontractors to be paid under such Request for Disbursement,
less the applicable Retainage, on or before the requested Subsequent Advance
Date in accordance with the terms and conditions of this Agreement. If the
Request for Disbursement is not approved in its entirety, Lender shall disburse
approved amounts, but shall not be obligated to disburse any disapproved portion
of the Request for Disbursement until resolution of each basis for disapproval
to the satisfaction of Lender, although Lender may, in its sole discretion,
disburse all or any portion of the requested amount prior to such resolution.
Within ten (10) Business Days of the resolution of each basis for disapproval to
the reasonable satisfaction of Lender, Lender shall disburse the remaining
portion of the requested Subsequent Advance.

                                       C-2
<PAGE>   38

                             (b) No Subsequent Advances shall be approved for
                             materials purchased or to be purchased but not yet
                             installed or incorporated into the Tenant
                             Improvements.

                             (c) Lender may withhold for its own benefit 10% of
                             the Hard Costs of each approved Subsequent Advance
                             (the "Retainage"). The Retainage will be disbursed
                             upon substantial completion of the Tenant
                             Improvements to the extent the contractors and
                             subcontractors are then entitled to such amount
                             under the construction contracts. In Lender's
                             reasonable discretion, at Borrower's request, the
                             Retainage may be reduced to an amount less than 10%
                             of Hard Costs, provided that Lender's agreement to
                             such reduction in any one case shall not be
                             construed to require Lender to so consent in any
                             other case.

                        4. Additional Conditions Precedent to Subsequent
                        Advances. The obligations of Lender hereunder to approve
                        and make each Subsequent Advance subject to this Exhibit
                        C-1 shall be subject to the following conditions
                        precedent:

                                       (i) Request for Disbursement. Requests
                                       for Subsequent Advances shall be
                                       accompanied by supporting documentation,
                                       the adequacy and completeness of which
                                       shall be reasonably approved by Lender,
                                       including, without limitation, a list
                                       certified by general contractor or
                                       Borrower of payees and amounts to be paid
                                       to each payee in connection with such
                                       Request for Disbursement, invoices, lien
                                       waivers for the prior draw, a schedule in
                                       spreadsheet form of all costs incurred to
                                       date by Borrower with respect to the
                                       Approved Lease broken down on a line item
                                       basis and compared with the related
                                       amounts in the approved Budget for such
                                       Lease, affidavits, indemnity agreements
                                       and such other agreements, instruments,
                                       documents and certificates as may be
                                       reasonably required by Lender, including,
                                       without limitation, all such items
                                       related to Borrower's expenditure of the
                                       Required Equity with respect to the
                                       related Subsequent Advance. If work is
                                       not performed by Borrower, the
                                       certificates of


                                       C-3
<PAGE>   39

                                       Borrower regarding the foregoing may be
                                       based on Borrower's reasonable inquiry.

                                       (ii) Architect's Certificate. If required
                                       by Lender, Lender shall have received
                                       such certificates from Borrower's
                                       Architect, if Borrower's Architect is
                                       performing inspections, certifying that
                                       all work for which an Advance is being
                                       requested by Borrower has been performed
                                       in accordance with the Approved Plans and
                                       Specifications and applicable law, the
                                       amount of the Advance requested
                                       represents work in place based on on-site
                                       observations and the data comprising the
                                       Draw Request, the work has progressed as
                                       indicated and the applicable contractor
                                       is entitled to payment of the amount
                                       certified.

                                       (iii) No Events of Default. As of the
                                       date of the Request for Disbursement and
                                       the date of the Subsequent Advance, there
                                       shall have been no Event of Default, and
                                       no event shall exist which by notice,
                                       passage of time or both would constitute
                                       an Event of Default under this Agreement.

                                       (iv) Notices, Applications and Filings.
                                       All notices, applications and filings
                                       required by any governmental authority in
                                       connection with the related Tenant
                                       Improvements shall have been duly filed.

                                       (v) Certifications and Governmental
                                       Approvals. Evidence satisfactory to
                                       Lender of Borrower's receipt of all
                                       required governmental certifications and
                                       approvals in connection with the related
                                       Tenant Improvements.

                                       (vi) Other Conditions. To the extent
                                       applicable, Lender shall have received
                                       any and all affidavits, indemnity
                                       agreements, lien waivers, certificates
                                       and other documents that may be
                                       reasonably required by Lender, including,
                                       without limitation, an affidavit of
                                       general contractor as to the payment of
                                       all

                                       C-4
<PAGE>   40

                                       contractors, subcontractors, suppliers,
                                       materialmen and vendors entitled thereto
                                       in connection with the related Tenant
                                       Improvements; provided, however, that
                                       lien waivers with respect to payments to
                                       contractors to be financed with the
                                       proceeds of such Advance may be
                                       conditional lien waivers.

                        5. Special Conditions for Final Advance. In addition to
                        the requirements set forth in the preceding Paragraph,
                        the obligation of Lender to make the final Advance with
                        respect to Tenant Improvements financed by Borrower for
                        any particular Lease is also conditioned upon the
                        receipt by Lender of the following:

                                       (i) Certificates of Occupancy. Evidence
                                       satisfactory to Lender of the issuance by
                                       all appropriate governmental authorities
                                       of final certificates of use and
                                       occupancy of the related Tenant
                                       Improvements, to the extent required
                                       under applicable law.

                                       (ii) Completion Certificates. A
                                       certificate to Lender by Borrower
                                       certifying (i) a final certificate of use
                                       and occupancy of the Tenant Improvements
                                       has been issued; and (ii) covering such
                                       other matters as Lender may reasonably
                                       require. If the work is not to be
                                       performed by Borrower, the certificates
                                       of Borrower regarding the foregoing may
                                       be based upon Borrower's reasonable
                                       inquiry.

                                       (iii) Borrower's Affidavit; Borrower's
                                       Certification.

                                            (A) An affidavit of Borrower stating
                                            that each person providing any
                                            material or performing any work in
                                            connection with the premises has
                                            been (or if applicable, will be,
                                            with the proceeds of and immediately
                                            following receipt by Borrower of
                                            such final Loan Advance) paid in
                                            full or bonded (or funds have been
                                            or will be, from the proceeds of the
                                            Final

                                       C-5
<PAGE>   41

                                            Advance, reserved therefor) to the
                                            satisfaction of Lender, and that all
                                            withholding taxes have been paid and
                                            lien waivers have been (or if
                                            applicable, will be, with the
                                            proceeds of and immediately
                                            following receipt by Borrower of
                                            such final Advance) obtained from
                                            all contractors, material
                                            subcontractors and material
                                            suppliers who have performed work or
                                            supplied materials in connection
                                            with the construction of the Tenant
                                            Improvements and who have lien
                                            rights, and covering such other
                                            matters as Lender may reasonably
                                            require. If the work is not to be
                                            performed by Borrower, the affidavit
                                            of Borrower regarding the foregoing
                                            may be based upon Borrower's
                                            reasonable inquiry.

                                            (B) A certificate from Borrower to
                                            Lender stating that (a) the Tenant
                                            Improvements have been completed
                                            substantially in accordance with the
                                            Contract Documents subject to
                                            customary punch-list items, (b)
                                            Borrower and the Tenant have
                                            accepted the Tenant Improvements as
                                            constructed, and (c) if applicable,
                                            upon delivery by Lender of the final
                                            Loan Advance to those persons and/or
                                            entities described in the Request
                                            for Disbursement with respect to
                                            such Advance, Lender shall have
                                            satisfied all of its obligations
                                            under this Agreement to disburse
                                            Advances under the Loan with respect
                                            to such Lease and, without affecting
                                            Borrower's continuing
                                            representations, warranties,
                                            covenants, agreements and
                                            obligations hereunder, Lender shall
                                            have no further duties or
                                            obligations under this Agreement to



                                       C-6
<PAGE>   42

                                            disburse Advances with respect to
                                            such Lease. If the work is not to be
                                            performed by Borrower, the affidavit
                                            of Borrower regarding the foregoing
                                            may be based upon Borrower's
                                            reasonable inquiry.

                                            (C) Upon reasonable request by
                                            Lender, copies of all documents,
                                            instruments and agreements and all
                                            insurance policies and certificates
                                            required to be delivered pursuant to
                                            any Contract Document together with
                                            any other evidence reasonably
                                            required by Lender that the Tenant
                                            Improvements have been substantially
                                            completed in accordance with the
                                            Contract Documents in compliance
                                            with all Requirements of
                                            Governmental Authority and free of
                                            all liens.

                        6. Method of Subsequent Advance. Any Subsequent Advance
                        made by Lender, or so much thereof as Lender may
                        consider proper, may be disbursed at Lender's option to
                        Borrower or its order or, at Lender's election, in the
                        case of Tenant Improvements to be constructed by
                        Borrower under any Lease, after an Event of Default,
                        directly to the applicable general contractor, or to the
                        persons furnishing labor, materials and/or services in
                        connection with the Improvements. Lender shall have no
                        obligation to see that the Advances made by it to
                        Borrower or any designee of Borrower are actually used
                        by that party to pay for labor and materials furnished
                        for construction of the Tenant Improvements. Borrower
                        acknowledges that this determination is its
                        responsibility, and Borrower assumes all risks in
                        connection with any Advance made pursuant to this
                        paragraph.

                        7. Withholding Advances. Lender shall have no obligation
                        to require and/or obtain lien waivers or receipts, and,
                        although Lender may require presentation to it of lien
                        waivers and/or receipts, Lender shall have no
                        responsibility for the validity thereof nor for the
                        correctness of the amounts indicated thereon. No Advance
                        by Lender shall constitute approval of any certification
                        or relieve any person making such certification of
                        responsibility therefor.

                        8. Change Orders; Payment of Additional Costs; In
                        Balance.




                                      C-7
<PAGE>   43

                                       (i) All Change Orders which individually
                                       or in the aggregate for Tenant
                                       Improvements, which are to be paid for by
                                       Borrower under any Lease exceed
                                       $25,000.00 are subject to the prior
                                       consent of Lender not to be unreasonably
                                       withheld. Lender shall have the right to
                                       impose a reasonable fee for its review of
                                       Change Orders, which fee shall be based
                                       on the nature of the requested change. At
                                       the time Borrower requests Lender's
                                       consent to a Change Order, Borrower must
                                       also notify Lender whether Borrower
                                       intends to pay for all or a portion of
                                       the additional costs resulting from such
                                       Change Order, if any, or desires that
                                       Lender fund all or a portion of such
                                       additional costs through Advances. Lender
                                       shall have the right, but not the
                                       obligation, in its sole discretion, to
                                       fund all or a portion of amounts required
                                       to complete the Tenant Improvements in
                                       excess of the Buildout Price due to
                                       Change Orders. If Lender elects to fund
                                       all or a portion of such excess amounts,
                                       such amounts funded will be advanced as
                                       Subsequent Advances in accordance with
                                       this Agreement and included in the
                                       Buildout Price for purposes of
                                       calculating the amount of the Loan. If
                                       Lender does not elect to fund all or a
                                       portion of such excess amounts, Borrower
                                       shall immediately deposit funds with
                                       Lender equal to the portion of the excess
                                       amounts Lender will not fund, and Lender
                                       shall disburse such deposited funds
                                       toward payment of the Buildout Price
                                       prior to the Advance of any further funds
                                       under the Loan, subject to the
                                       satisfaction of the requirements for
                                       making Subsequent Advances set forth in
                                       this Agreement.

                                       (ii) Borrower agrees to execute such
                                       amendments to the Note and related
                                       documents, as Lender shall require to
                                       evidence the inclusion of additional
                                       amounts


                                      C-8
<PAGE>   44

                                       funded by Lender pursuant to this Section
                                       in the Loan.

                                       (iii) If Lender shall reasonably
                                       determine that the Schedule of Values
                                       and/or the Budget is not "in balance" as
                                       provided in this subsection, Lender may,
                                       at its option, refuse to make or approve
                                       further Advances and may require Borrower
                                       to deposit with Lender cash or other
                                       security acceptable to Lender in its sole
                                       discretion in such amount as Lender deems
                                       necessary to put the Schedule of Values
                                       and/or the Budget "in balance." No funds
                                       of Lender shall be disbursed until all
                                       sums deposited by Borrower have been
                                       disbursed. The Schedule of Values and/or
                                       the Budget shall be "in balance" only at
                                       such times that Lender determines, in its
                                       sole and reasonable judgment, that the
                                       moneys available to Borrower for the
                                       payment or reimbursement of (1) the total
                                       costs of constructing the Tenant
                                       Improvements as set forth in the Budget
                                       are at least equal to the amount that
                                       must be expended in order to complete the
                                       Tenant Improvements and to pay all costs
                                       and other expenses contemplated
                                       hereunder, and (2) unexpended amounts
                                       within each category or line item in the
                                       Schedule of Values and/or the Budget are
                                       at least equal to the amount of costs
                                       that must be expended to pay each
                                       category or line item. Any costs listed
                                       as contingencies on the Schedule of
                                       Values and/or the Budget shall be deemed
                                       to be actual costs for the purposes of
                                       balancing. The determination as to
                                       whether the Schedule of Values and/or the
                                       Budget is "in balance" may be made by
                                       Lender at any time, including in
                                       connection with any Request for
                                       Disbursement. Within ten (10) Business
                                       Days following notice from Lender that
                                       the Schedule of Values and/or the Budget
                                       is not "in balance," Borrower shall make
                                       the deposit required to be made pursuant
                                       to this subsection. Any such

                                      C-9
<PAGE>   45

                                       amounts deposited with Lender shall be
                                       the next funds disbursed by Lender,
                                       subject to the terms and conditions of
                                       this Agreement.

                        9. Mechanics' and Materialmen Liens.

                                       (i) Borrower will certify, or cause the
                                       general contractor, if any, to certify,
                                       to Lender upon request at any time, and
                                       from time to time, as to all materialmen,
                                       laborers, subcontractors, suppliers and
                                       any other parties who might or could
                                       claim statutory or common law liens as a
                                       result of furnishing material or labor to
                                       the Premises or any portion thereof or
                                       interest therein, together with evidence
                                       satisfactory to Lender showing that such
                                       parties have been paid (or will be paid
                                       from the Subsequent Advances) all amounts
                                       then due for labor and materials. In
                                       addition, Borrower will provide or cause
                                       to be provided to Lender, promptly upon
                                       Lender's request, copies of any
                                       preliminary notice or notice, written or
                                       oral, from any laborer, subcontractor,
                                       materialman or supplier to the effect
                                       that said laborer, subcontractor,
                                       materialman or supplier has not been paid
                                       when due or intends to or has filed any
                                       mechanics lien for any labor or materials
                                       furnished in connection with the
                                       construction of the Tenant Improvements.

                                       (ii) If, during the construction of the
                                       Tenant Improvements, a lien is filed
                                       against the Project for work performed on
                                       or goods and/or services provided to the
                                       Project, and if Borrower is not then in
                                       breach or default of this Agreement,
                                       Borrower shall have thirty (30) Business
                                       Days after Lender's request that the lien
                                       be released from the applicable real
                                       property records or that Borrower post a
                                       bond or provide an indemnity satisfactory
                                       to Lender to cause the same to be
                                       accomplished. If Borrower fails to so
                                       cause such lien to be released or to post
                                       such a bond or deliver such an


                                      C-10
<PAGE>   46

                                       indemnity, such failure shall be an Event
                                       of Default under this Agreement and shall
                                       entitle Lender to exercise the remedies
                                       set forth in Section 10.2.

                        10. Inspection, Audits and Information Regarding Tenant
                        Improvements and Construction Component Advances.

                                       (i) Borrower shall permit Lender and its
                                       representatives and agents, to enter upon
                                       the Real Property at all times during
                                       normal business hours and at other times
                                       upon not less than 24 hours prior written
                                       notice and to inspect the Tenant
                                       Improvements and all materials to be used
                                       in the construction thereof, and shall
                                       cooperate and cause the general
                                       contractor, if any, to cooperate with
                                       Lender and its representatives and
                                       agents, during such inspections,
                                       including making available to Lender
                                       working copies of the Contract Documents
                                       together with all related supplementary
                                       materials.

                                       (ii) Borrower shall permit Lender and its
                                       representatives and agents, to examine,
                                       copy and make extracts of the books,
                                       records, accounting data and other
                                       documents of Borrower that relate to
                                       compliance with the terms of this Exhibit
                                       including, without limitation, all
                                       permits, licenses, consents and approvals
                                       of all governmental authorities having
                                       jurisdiction over Borrower or the
                                       Project. All such books, records and
                                       documents shall be made available to
                                       Lender, and its representatives and
                                       agents promptly upon written demand
                                       therefor; and, at the request of Lender,
                                       Borrower shall furnish Lender and its
                                       representatives and agents with
                                       convenient facilities for the foregoing
                                       purpose.

                                       (iii) It is expressly understood and
                                       agreed that Lender shall have no duty to
                                       supervise or to inspect the construction
                                       of any Tenant Improvements or any books,
                                       records, drawings, permits or approvals
                                       concerning

                                      C-11
<PAGE>   47

                                       the construction of such Tenant
                                       Improvements, and that any such
                                       inspection or review shall be for the
                                       sole purpose of determining whether or
                                       not the obligations of Borrower under
                                       this Agreement are being properly
                                       discharged and of preserving Lender's
                                       rights hereunder or under the Contract
                                       Documents. If Lender or its agents should
                                       inspect the construction of the Tenant
                                       Improvements or any books and records,
                                       Lender and its agents shall have no
                                       liability or obligation to Borrower or
                                       any third party arising out of such
                                       inspection. A review or inspection not
                                       followed by a notice of an Event of
                                       Default shall not constitute a waiver of
                                       any default then existing; nor shall it
                                       constitute an acknowledgment or
                                       representation by Lender that there has
                                       been or will be compliance with the
                                       Contract Documents, that the construction
                                       is free from defects in materials or
                                       workmanship, or that there has been a
                                       waiver of Lender's right thereafter to
                                       insist that any Tenant Improvements be
                                       constructed in accordance with the
                                       Contract Documents. Lender's failure to
                                       inspect the construction of the Tenant
                                       Improvements or any part thereof or any
                                       books, records, drawings, permits and
                                       approvals related to the construction of
                                       the Tenant Improvements shall not
                                       constitute a waiver of any of Lender's
                                       rights hereunder. Neither Borrower nor
                                       any third party shall be entitled to rely
                                       upon any inspection or review undertaken
                                       by Lender, and Lender owes no duty of
                                       care to Borrower or any third person to
                                       protect against, or inform Borrower or
                                       any third person of the existence of,
                                       negligent, faulty, unlawful, inadequate
                                       or defective design or construction of
                                       the Tenant Improvements.

                        11. Insurance. In addition to the insurance requirements
                        Borrower is otherwise obligated under this Agreement to
                        satisfy, Borrower shall obtain and maintain the
                        following insurance:


                                      C-12
<PAGE>   48


                                       (i) Architect's Insurance. An architect's
                                       professional liability insurance policy
                                       obtained by Borrower's Architect, if any,
                                       in an amount not less than $1,000,000.00
                                       per occurrence. Evidence of such
                                       insurance shall be delivered to Lender.

                                       (ii) General Contractor's Liability
                                       Insurance. General contractor's liability
                                       insurance policy in an amount not less
                                       than $1,000,000.00 per occurrence.
                                       Evidence of such insurance shall be
                                       delivered to Lender.

Borrower shall cooperate with Lender in obtaining for Lender the benefits of any
insurance proceeds lawfully or equitably payable to Lender in connection with
the transactions contemplated hereby, and shall reimburse Lender for any
reasonable expenses incurred in connection therewith (including reasonable
attorneys' fees and expenses, and the payment by Borrower of the expense of an
Appraisal on behalf of Lender in case of a fire or other casualty affecting the
Land or the Tenant Improvements which Lender reasonably believes has a material
adverse effect on the value of the Project).

                        12. Representations and Warranties of Borrower. The
                        following representations and warranties, to the extent
                        applicable, shall be deemed made by Borrower as of the
                        date of each submission of a Request for Disbursement by
                        Borrower:

                                       (i) Approval of Contract Documents;
                                       General Contract. The Contract Documents
                                       have been approved by Borrower and, to
                                       the extent required by applicable law or
                                       any effective restrictive covenant, each
                                       governmental authority and the
                                       beneficiaries of each such covenant
                                       respectively. The general contract
                                       provides for the construction of the
                                       Tenant Improvements for a stipulated
                                       amount or guaranteed maximum price.

                                       (ii) Compliance With Laws. The design,
                                       layout and anticipated use of the Tenant
                                       Improvements complies with or will comply
                                       with in all material respects, by the
                                       Completion Date, all applicable zoning
                                       ordinances, regulations and restrictive
                                       covenants affecting the leased premises
                                       and all other requirements of any
                                       governmental


                                      C-13
<PAGE>   49

                                       authority and all requirements for such
                                       use have been or will have been satisfied
                                       by the Completion Date.

                                       (iii) Licenses; Permits. Borrower has
                                       obtained all licenses, permits,
                                       authorizations, consents and approvals
                                       from governmental authorities and/or
                                       third parties necessary to commence
                                       construction of the Tenant Improvements,
                                       such licenses, permits, authorizations
                                       and consents are in full force and effect
                                       and will be maintained in full force and
                                       effect throughout construction of the
                                       Tenant Improvements, and Borrower has no
                                       reason to believe that all licenses,
                                       permits, certifications and approvals
                                       with respect to the Tenant Improvements
                                       to be issued subsequent to the date of
                                       this Agreement will not be issued in the
                                       ordinary course of business. In addition
                                       to those licenses, permits,
                                       certifications and approvals which are
                                       required to commence construction of the
                                       Tenant Improvements, Borrower shall
                                       timely obtain and maintain all other
                                       licenses, permits, certifications and
                                       approvals required to construct or
                                       complete the Tenant Improvements. On or
                                       before the Completion Date, Borrower
                                       shall have obtained from each
                                       governmental authority all licenses,
                                       permits, authorizations, consents and
                                       approvals necessary for the occupancy and
                                       operation of the Tenant Improvements for
                                       their intended purpose, and as of the
                                       Completion Date such licenses, permits,
                                       authorizations, consents and approvals
                                       will be in full force and effect.

                                       (iv) Lien Potential. Borrower has made no
                                       material contract or arrangement of any
                                       kind which has given rise to, or the
                                       performance of which by the other party
                                       thereto would give rise to, a lien or
                                       claim of lien on the Premises, except for
                                       its arrangements with Borrower's
                                       Architect, general contractor and
                                       contractors or


                                      C-14
<PAGE>   50

                                       subcontractors which have been disclosed
                                       to Lender and the purchase money
                                       financing permitted pursuant to paragraph
                                       8.4 of the Agreement.

                                       (v) No Defaults. To Borrower's knowledge,
                                       there exist no defaults under this
                                       Agreement, the Note or any of the
                                       documents executed in connection with the
                                       Note, and no event has occurred and is
                                       continuing which with notice or the
                                       passage of time or both would constitute
                                       a default under this Agreement or any of
                                       such documents.

                                       (vi) Representations and Warranties. All
                                       representations and warranties of
                                       Borrower in the Note, any other Loan
                                       Documents, and in any certificates or
                                       other instruments delivered pursuant
                                       thereto are incorporated herein by
                                       reference as though fully set forth.

                                       (vii) Other Financing. Borrower
                                       represents that it does not require and
                                       agrees that it will not avail itself of
                                       any other debt financing in connection
                                       with the Project without the prior
                                       written consent of Lender excluding trade
                                       payables and accruals in the ordinary
                                       course of business and the purchase money
                                       financing permitted pursuant to paragraph
                                       8.4 of the Agreement.

                        13. Retention of Lender's Inspector.

                                       (i) Lender may retain, at Lender's sole
                                       cost and expense, an architectural/
                                       engineering firm ("Lender's Inspector")
                                       to review the work-related items, the
                                       Contract Documents, permits, licenses and
                                       the Budget and any changes to such items;
                                       inspect the Premises prior to
                                       commencement of the work for purposes of
                                       determining the condition of the Premises
                                       and any existing Tenant Improvements;
                                       make periodic inspections of the Premises
                                       during normal business hours and at other
                                       times upon not



                                      C-15
<PAGE>   51

                                       less than 24 hours prior written notice
                                       and the work so that Lender may monitor
                                       whether Borrower is in compliance with
                                       the terms and conditions hereof, and
                                       certifying that each Request for
                                       Disbursement is not in excess of the work
                                       completed and the amount to which
                                       Borrower is entitled under the terms and
                                       conditions of this Agreement. Lender may
                                       also require an inspection of the Work by
                                       Lender's Inspector: (a) prior to each
                                       Subsequent Advance; (b) at least once
                                       each month during the course of
                                       completion of the work; (c) upon
                                       substantial completion; and (d) at such
                                       other time as Lender may, in its
                                       reasonable judgment, deem necessary due
                                       to actual or suspected non-compliance
                                       with the plans and specifications,
                                       Contract Documents, any law, regulation
                                       or private restriction, sound
                                       architectural, engineering or
                                       construction principles or commonly
                                       accepted safety standards; or Borrower's
                                       failure to satisfy the requirements
                                       hereof. In exercising such rights, Lender
                                       shall not unreasonably interfere with
                                       Borrower's construction of the Tenant
                                       Improvements.

                                       (ii) Lender shall have no duty to
                                       supervise or to review and inspect the
                                       work, the Contract Documents, permits,
                                       licenses, the Budget, any books and
                                       records pertaining thereto or any changes
                                       to such items or the construction of the
                                       work. Any inspection made by Lender shall
                                       be for the sole purpose of determining
                                       whether the Obligations are being
                                       performed and preserving Lender's rights
                                       hereunder. If Lender, or Lender's
                                       Inspector acting on behalf of Lender,
                                       should review or inspect the work, the
                                       Contract Documents, permits, licenses,
                                       the Budget, any books and records
                                       pertaining thereto or any changes to such
                                       items or the construction of the work,
                                       Lender and Lender's Inspector shall have
                                       no liability or obligation to Borrower or
                                       any third person arising out of such
                                       inspection;


                                      C-16
<PAGE>   52

                                       and neither Borrower nor any third person
                                       shall be entitled to rely upon any such
                                       inspection or review. Inspection not
                                       followed by notice of default shall not
                                       constitute (1) waiver of any default then
                                       existing; (2) an acknowledgment or
                                       representation by Lender or Lender's
                                       Inspector that there has been or will be
                                       compliance with the Contract Documents,
                                       permits, licenses, the Budget, applicable
                                       laws, regulations and private
                                       restrictions, sound construction,
                                       engineering or architectural principles
                                       or commonly accepted safety standards, or
                                       that the construction is lien free or
                                       free from defective materials or
                                       workmanship; or (3) a waiver of Lender's
                                       right thereafter to insist that
                                       completion of the work occur in
                                       accordance with the Contract Documents,
                                       permits, licenses, the Budget, applicable
                                       laws, regulations and restrictions, sound
                                       construction, engineering or
                                       architectural principles or commonly
                                       safety standards and free from defective
                                       materials and workmanship. Lender and
                                       Lender's Inspector owe no duty of care to
                                       Borrower or any third person to protect
                                       against, or inform Borrower or any third
                                       person of, the existence of negligence,
                                       faulty, inadequate or defective design or
                                       construction of the Work.

                        14. Satisfaction of Conditions. Although Lender shall
                        have no obligation to make any Subsequent Advance unless
                        and until all of the conditions and prior performances
                        set forth herein have been kept, fulfilled or performed,
                        and until all inspections, certifications, releases,
                        waivers, or paid bills or other requirements set forth
                        herein have been made, delivered and complied with,
                        Lender, at its sole discretion, may make Advances prior
                        to that time without waiving or releasing any of the
                        requirements or conditions of this Agreement; but
                        Borrower shall continue to be strictly obligated and
                        subject thereto, and all such conditions, prior
                        performances and other requirements shall nevertheless
                        be strictly and punctually complied with, fulfilled and
                        performed; and, notwithstanding any such Advance,
                        Lender, at its sole discretion, may discontinue any

                                      C-17
<PAGE>   53


                        further Advances at any time until all of the
                        conditions, prior performances and other requirements of
                        this Agreement have been strictly fulfilled, performed
                        and complied with.


                                      C-18
<PAGE>   54

                                  EXHIBIT "C-2"

               CONDITIONS AND LIMITATIONS FOR SUBSEQUENT ADVANCES
                            (LEASE-RELATED ADVANCES)

         15. Lender Approval of Lease. Prior to any Subsequent Advance with
respect to a Lease, which Advance is not requested to fund any Tenant
Improvements, Borrower shall: submit to Lender for approval (a) a Lease for the
related premises to the extent not already approved, (b) if requested by Lender
and if applicable, the Budget and the Contract Documents for any Tenant
Improvements to be constructed and financed by the Tenant under such Lease.
Lender shall be under no obligation to make any Subsequent Advance with respect
to such Lease until Lender has approved such Lease (including, without
limitation, the identity and financial condition of the Tenant) or such lease is
deemed approved, and other items, in Lender's discretion, not to be unreasonably
withheld, conditioned or delayed.

                        16. Construction of Tenant Improvements. With respect to
                        any Lease under which Tenant Improvements are to be
                        constructed, but no part of such Improvements are to be
                        financed by a Subsequent Advance, Borrower shall (i) use
                        reasonable efforts to cause the Tenant to construct the
                        Tenant Improvements in good and workmanlike manner and
                        substantially in accordance with the Contract Documents,
                        (ii) commence, or use reasonable efforts to cause to be
                        commenced, construction promptly as required under the
                        related Approved Lease, and (iii) once construction of
                        the Tenant Improvements has commenced, pursue or cause
                        to be pursued such construction diligently to completion
                        and complete such construction substantially in
                        accordance with the relevant Construction Schedule.
                        Borrower shall use reasonable efforts to cause such
                        Tenant Improvements to be constructed in accordance with
                        all applicable laws, rules and regulations of
                        appropriate governmental authorities, so as not to
                        encroach upon any easement, right-of-way or land of
                        others and so as not to violate any setback lines,
                        applicable public or private use restrictions or other
                        restrictions or regulations.

                        17. Eligible Expenses. A Subsequent Advance other than a
                        Construction-Related Advance made pursuant to Exhibit
                        "C-1", may only be made to pay or reimburse Borrower for
                        (i) the cost of any leasing commission, legal fees or
                        other out-of-pocket expenses approved by Lender in its
                        sole discretion in connection with an Approved Lease,
                        (ii) to make any other capital expenditure benefiting
                        the Project permitted by paragraph 7.17(a), or (iii) to
                        pay any other Operating Expenses of the Project or other
                        ownership level expenses of the Borrower.

                                     C-2-1
<PAGE>   55

                        18. SUBSEQUENT ADVANCE PROCEDURES AND REQUEST FOR
                        DISBURSEMENT.

                             (a) Borrower shall prepare and submit to Lender a
                             Request for Disbursement for any such Subsequent
                             Advance subject to this Exhibit C-2. Each Request
                             for Disbursement shall be delivered to Lender not
                             less than ten (10) Business Days prior to the
                             requested Subsequent Advance date and shall be
                             accompanied by the following:

                                       (i) all information and documentation
                                       required by this Agreement;

                                       (ii) evidence that all conditions of this
                                       Agreement required to be satisfied prior
                                       to such Subsequent Advance have been
                                       satisfied or waived;

                                       (iii) copies of all relevant
                                       documentation evidencing the amount and
                                       payment, if any, of the expenses for
                                       which a Subsequent Advance is being
                                       requested including, but not limited to,
                                       a waiver of lien with respect to any
                                       brokerage commissions to be paid
                                       hereunder; and

                                       (iv) such additional information,
                                       affidavits, certificates and other
                                       documents as may be reasonably required
                                       by Lender for making the Subsequent
                                       Advance.

Within seven (7) Business Days of Lender's receipt of the Request for
Disbursement, Lender will approve or disapprove the Request for Disbursement.
Lender will review and consider approval of all Requests for Disbursement
submitted by Borrower in good faith.

                        19. Additional Conditions Precedent to Subsequent
                        Advances. The obligations of Lender hereunder to approve
                        and make each Subsequent Advance subject to this Exhibit
                        C-2 shall be subject to the following conditions
                        precedent:

                                       (i) Certificates of Occupancy. If
                                       applicable, evidence satisfactory to
                                       Lender of the issuance by all appropriate
                                       governmental authorities of final
                                       certificates of use and occupancy of the
                                       related Tenant



                                     C-2-2
<PAGE>   56

                                       Improvements, to the extent required by
                                       applicable law.

                                       (ii) Completion Certificates. If
                                       applicable, certificate to Lender by
                                       Borrower certifying (i) that the Tenant
                                       Improvements have been completed
                                       substantially in accordance with the
                                       Contract Documents; (ii) a final
                                       certificate of use and occupancy of the
                                       Tenant Improvements has been issued; and
                                       (iii) covering such other matters as
                                       Lender may reasonably require.

                                       (iii) Borrower's Affidavit; Borrower's
                                       Certification.

                                            (A) If applicable, an affidavit of
                                            Borrower stating that each person
                                            providing any material or performing
                                            any work in connection with the
                                            premises has been paid in full or
                                            bonded (or funds have been reserved
                                            therefor) to the satisfaction of
                                            Lender, and that all withholding
                                            taxes have been paid and lien
                                            waivers have been obtained from all
                                            contractors, subcontractors and
                                            suppliers who have performed work or
                                            supplied materials in connection
                                            with the construction of any Tenant
                                            Improvements and who have lien
                                            rights, and covering such other
                                            matters as Lender may require.

                                            (B) If applicable, a certificate
                                            from Borrower to Lender stating that
                                            (a) the Tenant Improvements have
                                            been completed substantially in
                                            accordance with the Contract
                                            Documents subject to punch-list
                                            items and (b) Borrower and the
                                            Tenant have accepted the Tenant
                                            Improvements as constructed subject
                                            to punch-list items.

                                     C-2-3
<PAGE>   57


                                            (C) Other Items. Upon reasonable
                                            request by Lender, copies of all
                                            documents, instruments and
                                            agreements and all insurance
                                            policies and certificates required
                                            to be delivered pursuant to any
                                            Contract Document together with any
                                            other evidence required by Lender
                                            that the Tenant Improvements have
                                            been substantially completed in
                                            accordance with the Contract
                                            Documents in compliance with all
                                            Requirements of Governmental
                                            Authority and free of all liens.

                                       (iv) If the Advance is for the purpose of
                                       making a capital expenditure benefiting
                                       the Project, then Borrower shall also
                                       provide, to the extent applicable to the
                                       making of such capital expenditure, the
                                       items described in Exhibit "C-1"
                                       paragraph 4 and all references therein to
                                       Tenant Improvements shall be deemed to be
                                       references to such capital expenditures.

                        20. Withholding Advances. Lender, in its discretion, may
                        withhold any Subsequent Advance subject to this Exhibit
                        C-2 until Lender has received releases of lien, waivers
                        of lien or paid bills in form reasonably satisfactory to
                        it. Lender shall have no obligation to require and/or
                        obtain lien waivers or receipts, and, although Lender
                        may require presentation to it of lien waivers and/or
                        receipts, Lender shall have no responsibility for the
                        validity thereof nor for the correctness of the amounts
                        indicated thereon. No Advance by Lender shall constitute
                        approval of any certification or relieve any person
                        making such certification of responsibility therefor.

                        21. Representations and Warranties of Borrower. The
                        following representations and warranties, to the extent
                        applicable, shall be deemed made as of the date of each
                        submission of a Request for Disbursement by Borrower
                        with respect to each Subsequent Advance by Lender under
                        such Request for Disbursement:

                                       (i) Approval of Contract Documents;
                                       General Contract. If applicable, the
                                       Contract Documents have been approved by
                                       Borrower and, to the extent required by



                                     C-2-4
<PAGE>   58

                                       applicable law and/or each
                                       governmental authority.

                                       (ii) Compliance With Laws. To the best of
                                       Borrower's knowledge, if applicable, the
                                       design, layout and anticipated use of the
                                       Tenant Improvements complies with or will
                                       comply with in all material respects, by
                                       the Completion Date, all applicable
                                       zoning ordinances, regulations and
                                       restrictive covenants affecting the
                                       leased premises and all other
                                       requirements of any governmental
                                       authority and all requirements for such
                                       use have been or will have been satisfied
                                       in all material respects by the
                                       Completion Date.

                                       (iii) Licenses; Permits. To the best of
                                       Borrower's knowledge, if applicable,
                                       Borrower (or the tenant constructing the
                                       same) has obtained all licenses, permits,
                                       certifications and approvals required to
                                       construct or complete the Tenant
                                       Improvements. On or before the Completion
                                       Date, Borrower (or the tenant
                                       constructing the same) shall have
                                       obtained from each governmental authority
                                       and from each beneficiary of each
                                       restrictive covenant all licenses,
                                       permits, authorizations, consents and
                                       approvals necessary for the occupancy and
                                       operation of the Tenant Improvements for
                                       their intended purpose, and as of the
                                       Completion Date such licenses, permits,
                                       authorizations, consents and approvals
                                       will be in full force and effect.

                                       (iv) No Defaults. To Borrower's knowledge
                                       there exist no Events of Default under
                                       this Agreement, the Note or any other
                                       Loan Documents executed in connection
                                       with the Note, and no event has occurred
                                       and is continuing which with notice or
                                       the passage of time or both would
                                       constitute a default under this Agreement
                                       or any of such documents.


                                     C-2-5
<PAGE>   59

                                       (v) Representations and Warranties. All
                                       representations and warranties of the
                                       Borrower in the Note, any other Loan
                                       Documents, and in any certificates or
                                       other instruments delivered pursuant
                                       thereto are incorporated herein by
                                       reference as though fully set forth.


                        22. Satisfaction of Conditions. Although Lender shall
                        have no obligation to make any Subsequent Advance unless
                        and until all of the conditions and prior performances
                        set forth herein have been kept, fulfilled or performed,
                        and until all inspections, certifications, releases,
                        waivers, or paid bills or other requirements set forth
                        herein have been made, delivered and complied with,
                        Lender, at its sole discretion, may make Advances prior
                        to that time without waiving or releasing any of the
                        requirements or conditions of this Agreement; but
                        Borrower shall continue to be strictly obligated and
                        subject thereto, and all such conditions, prior
                        performances and other requirements shall nevertheless
                        be strictly and punctually complied with, fulfilled and
                        performed; and, notwithstanding any such Subsequent
                        Advance, Lender, at its sole discretion, may discontinue
                        any further Subsequent Advances at any time until all of
                        the conditions, prior performances and other
                        requirements of this Agreement have been strictly
                        fulfilled, performed and complied with.


                                     C-2-6
<PAGE>   60

                                  EXHIBIT "C-3"

               CONDITIONS AND LIMITATIONS FOR SUBSEQUENT ADVANCES
              (OPERATING DEFICIT AND CAPITALIZED INTEREST ADVANCES)


         23. Eligible Expenses. An Operating Deficit Advance may only be made to
pay or reimburse Borrower for Operating Expenses (excluding replacement
reserves) and ownership level expenses and professional fees. A Capitalized
Interest Advance may only be made to reimburse Borrower for interest then due
and payable on the Note.

                        24. Conditions for Disbursement.

              A.   Borrower shall be eligible for an Operating Deficit Advance
              only if:

                   (a) No Event of Default has occurred and is then continuing;
              and

                   (b) Borrower has exhausted all other liquid resources
              available to it other than the Real Property, and not more than
              One Hundred Thousand Dollars ($100,000.00) retained in the
              operating account in order to pay such expenses.

                   (c) Lender shall have no obligation to make an Advance
              hereunder to the extent that such an Advance would cause the total
              of all Operating Deficit Advances to exceed the sum of
              $1,000,000.00 or would cause the sum of all Advances made under
              the Note to exceed the sum of $12,000,000.00.

              B. Borrower shall be eligible for a Capitalized Interest Advance
              only if:

                   (a) No Event of Default has occurred and is then continuing;

                   (b) Borrower has exhausted all other liquid resources
              available to it, other than the Real Property to pay such
              interest; and not more than One Hundred Thousand Dollars
              ($100,000.00) retained in the operating account in order to pay
              such expenses; and

                   (c) Lender shall have no obligation to make an Advance
              hereunder to the extent that such an Advance would cause the total
              of all Capitalized Interest Advances to exceed the sum of
              $1,500,000.00, or would cause the sum of all Advances made under
              the Note to exceed the sum of $12,000,000.00.

                        25. Subsequent Advance Procedures and Request for
                        Disbursement.

              (a) Borrower shall prepare and submit to Servicing Agent a Request
         for Disbursement for any such Operating Deficit Advance. Each Request
         for Disbursement

                                     C-3-1
<PAGE>   61

         shall be delivered to Lender not less than ten (10) Business Days prior
         to the requested Operating Deficit Advance date and shall be
         accompanied by the following:

                        (i)    all information and documentation required by
                    this Agreement;

                        (ii)   evidence that all conditions of this Agreement
                   required to be satisfied prior to such Operating Deficit
                   Advance have been satisfied or waived;

                        (iii)  copies of all relevant documentation evidencing
                   the amount and payment, if any, of the expenses for which an
                   Operating Deficit Advance is being requested; and

                        (iv)   such additional information, affidavits,
                   certificates and other documents as may be reasonably
                   required by Lender for making the Operating Deficit Advance.

Within seven (7) Business Days of Lender's receipt of the Request for
Disbursement, Lender will approve or disapprove the Request for Disbursement.
Lender will review and consider approval of all Requests for Disbursement
submitted by Borrower in good faith.

                               26. Additional Conditions Precedent to Subsequent
                               Advances. The obligations of Lender hereunder to
                               approve and make each Subsequent Advance subject
                               to this Exhibit C-3 shall be subject to the
                               following conditions precedent:

                   (i) Financial Information. Lender's receipt of such financial
         statements and information as Lender shall request evidencing
         Borrower's eligibility for an Operating Deficit or Capitalized Interest
         Advance including but not limited to Borrower's financial statement for
         the most recent calendar month including profit and loss statement and
         balance sheet certified by Borrower as accurate and complete in all
         material respects subject to normal year-end adjustments.

                   (ii) Invoices. Lender's receipt of copies of such invoices as
         Lender shall reasonably request evidencing the expenses for which an
         Operating Deficit Advance is being requested together with evidence
         that all expenses for which any previous Operating Deficit Advance has
         been made have been paid in full.

                               27. Representations and Warranties of Borrower.
                               The following representations and warranties,
                               to the extent applicable,shall be deemed made
                               as of the date of each submission of a Request
                               for Disbursement by Borrower with respect to
                               each Subsequent Advance by Lender undersuch
                               Request for Disbursement:

                   (i) To Borrower's knowledge there exist no Events of Default
         under this Agreement, the Note or any other Loan Documents and no event
         has occurred and is

                                     C-3-2
<PAGE>   62

         continuing which with notice or the passage of time or both would
         constitute a default under this Agreement or any of such documents.

                   (ii) All representations and warranties of the Borrower in
         the Note, any other Loan Documents, and in any certificates or other
         instruments delivered pursuant thereto are incorporated herein by
         reference as though fully set forth.

                             28. Satisfaction of Conditions. Although Lender
                             shall have no obligation to make any Subsequent
                             Advance unless and until all of the conditions and
                             prior performances set forth herein have been kept,
                             fulfilled or performed, and until all inspections,
                             certifications, releases, waivers, or paid bills or
                             other requirements set forth herein have been made,
                             delivered and complied with, Lender, at its sole
                             discretion, may make Advances prior to that time
                             without waiving or releasing any of the
                             requirements or conditions of this Agreement; but
                             Borrower shall continue to be strictly obligated
                             and subject thereto, and all such conditions, prior
                             performances and other requirements shall
                             nevertheless be strictly and punctually complied
                             with, fulfilled and performed; and, notwithstanding
                             any such Subsequent Advance, Lender, at its sole
                             discretion, may discontinue any further Subsequent
                             Advances at any time until all of the conditions,
                             prior performances and other requirements of this
                             Agreement have been strictly fulfilled, performed
                             and complied with.

                                     C-3-3
<PAGE>   63

                                   EXHIBIT "D"

                               SURVEY REQUIREMENTS

1.  The survey must be certified by a surveyor licensed in the jurisdiction in
    which the Mortgaged Property is located. If that jurisdiction licenses
    engineers instead of surveyors, then the survey may be certified by such a
    licensed engineer.

2.  The survey must be dated no more than sixty (60) days prior to the date the
    Mortgage is recorded.

3.  The survey must be acceptable to the title insurance company for purposes of
    insuring title free and clear of survey questions.

4.  The survey must meet the requirements of an ALTA/ACSM Land Title Survey,
    made in accordance with the Minimum Standard Detail Requirements for
    American Land Title Association and American Congress on Surveying and
    Mapping Land Title Surveys, as adopted in 1997.

5.  The description of the Mortgaged Property shown on the survey must conform
    to the legal description shown in the title insurance commitment for the
    Mortgaged Property. If the title insurance commitment refers to a recorded
    plat, then such plat with appropriate recording references must be indicated
    on the survey.

6.  A surveyor's certificate in the following form must be printed as a legend
    on the survey:

    The undersigned hereby certifies to FINPRO, L.L.C., Lender,
            , Borrower and                        , Title Insurer that (a) this
    survey is true and correct and was made on the ground under my supervision
    as per the field notes shown hereon and correctly shows the boundary lines
    and dimensions and area of the land indicated hereon and each individual
    parcel thereof indicated hereon; (b) all monuments shown hereon actually
    exist, and the location, size and type of such monuments are correctly
    shown; (c) this survey correctly shows the location, size and type of all
    buildings, structures, other improvements and visible items on the subject
    Property; (d) this survey correctly shows the location and dimensions of all
    alleys, streets, roads, rights-of-way, easements, building setback lines and
    other matters of record affecting the subject Property according to the
    legal description in such easements and other matters (with instrument,
    book, and page number indicated); (e) except as shown, there are no visible
    (1) improvements, easements, rights-of-way, party walls, drainage ditches,
    streams, uses, discrepancies or conflicts, (2) encroachments onto adjoining
    premises, streets, or alleys by any of said buildings, structures, or other
    improvements, (3) encroachments onto the subject Property by buildings,
    structures, or other improvements on adjoining premises, or (4)
    encroachments on any easement, building setback line or other restricted
    area by any buildings, structures or other improvements on the subject
    property; (f) the distance from the nearest intersecting street or road is
    as shown hereon; (g) the subject property abuts a dedicated public street or
    road as shown hereon; (h) except as shown, no part of the Property is
    located in a 100-year Flood



                                     D-1
<PAGE>   64
    Plain or in an identified "flood prone area," as defined pursuant to the
    Flood Disaster Protection Act of 1973, as amended, as reflected by Flood
    Insurance Rate Map Panel #        dated             ,  which such map panel
    covers the area in which the Property is situated; and (i) this survey meets
    the requirements of an ALTA/ACSM Land Survey.

                                                    Dated:
                                                          ----------------------

                                         Name of Surveyor

                                         Registration No:
                                                          ----------------------

                                     [SEAL]


                                     D-2
<PAGE>   65

                                   EXHIBIT "E"

                        QUARTERLY COMPLIANCE CERTIFICATE
                            FOR FISCAL QUARTER ENDING
                                           ,
                              ("REPORTING QUARTER")

FINPRO, L.L.C.
1001 Cherry Street
Suite 308
Columbia, Missouri 65201

                                                     Date:             , 19  (1)

Ladies and Gentlemen:

         This Quarterly Compliance Certificate refers to the Loan Agreement
dated as of                 , 1999 (as it may hereafter be amended, modified,
extended or restated from time to time, the "Loan Agreement"), among EBS
Building, L.L.C., a Delaware limited liability company ("Borrower"), and FINPRO,
L.L.C., a Missouri limited liability company ("Lender"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms
in the Loan Agreement.

         Pursuant to Paragraph 7.13 (d) of the Loan Agreement, the undersigned,
a member or manager of Borrower, hereby certifies that:

         1. Enclosed are the required financial statements for the quarter
ending for Borrower as required under Paragraph 7.13 (b) of the Loan Agreement.

         2. To the best of the undersigned's knowledge, no "Event of Default"
has occurred [or if so, specify the nature and extent thereof and any corrective
actions taken or to be taken].


                              EBS BUILDING, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY

                              BY:      PRICEWATERHOUSECOOPERS LLP, MANAGER

                              By:
                                   --------------------------------------------
                                            Authorized Representative


--------------------
(1)       To be submitted within 45 days after the end of each fiscal quarter of
          each fiscal year of Borrower.

                                     E-1
<PAGE>   66

                                  EXHIBIT "F-1"

                        FORM OF REQUEST FOR DISBURSEMENT
                         (CONSTRUCTION RELATED ADVANCES)


To:      FINPRO, L.L.C.

From:    EBS Building, L.L.C. ("Borrower")

Re:      EBS Building, St. Louis, Missouri


The undersigned authorized representative of Borrower hereby requests that,
pursuant to the Loan Agreement dated               , 1999, Lender authorize a
Subsequent Advance with respect to the property identified above and under the
Borrower's Note dated            , 1999, of the following amounts for the Tenant
Improvement work at the above-referenced site for the period beginning         ,
19   and ending             , 19  . Borrower has attached substantiation of all
of the following hard costs (AIA forms G702 and G703) and soft costs (invoices
for each line item).

Date:                       , 19

                              EBS BUILDING, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY



                               By:
                                   ---------------------------------------------
                                                Authorized Representative


                                     F-1-1
<PAGE>   67
                                  EXHIBIT "F-2"

                        FORM OF REQUEST FOR DISBURSEMENT
                            (LEASE-RELATED ADVANCES)


To:      FINPRO, L.L.C.

From:    EBS Building, L.L.C. ("Borrower")

Re:      EBS Building, St. Louis, Missouri


The undersigned authorized representative of Borrower hereby requests that,
pursuant to the Credit Facility Agreement dated                , 1999, Lender
authorize a Subsequent Advance with respect to the property identified above and
under the Note dated           , 1999, of the following amounts with respect to
the Lease for the above-referenced site. Tenant Improvements at such site have
been fully completed and accepted by the Tenant. Borrower has attached
substantiation of the acceptance of such Tenant Improvements by such Tenant, of
payment of all construction costs associated therewith, and all lien waivers and
other items with respect to the requested Advance required under the Agreement.


                                     F-2-1
<PAGE>   68

MAXIMUM LEASE ADVANCE AMOUNT AS CALCULATED PURSUANT TO
SCHEDULE 1                                                      $
                                                                 ---------------

Less Prior Disbursements, If Any
with respect to Borrower-financed
Tenant Improvements                                             $
                                                                 ---------------

TOTAL OF REQUEST FOR DISBURSEMENT:                              $
                                                                 ---------------

Date:                            ,


                              EBS BUILDING, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY



                               By:
                                   ---------------------------------------------
                                              Authorized Representative


                                     F-2-2