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                                 EXHIBIT 10.56

                                      LEASE

     THIS LEASE (the "Lease") is made and entered into this 1st day of January,
2000, by and between AmerUs Properties, Inc., (hereinafter called "Landlord"),
and AmerUs Life Holdings, Inc. (hereinafter called "Tenant"). For and in
consideration of the rental and of the covenants and agreements hereinafter set
forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord, the Building or Buildings and the Premises
as defined below, for the term and at the rental amount, and subject to and upon
all of the terms, covenants, and agreements hereinafter set forth. This Lease
supercedes and replaces all previous leases between the parties for the property
leased hereunder.

1.0  DEFINITIONS

     1.1   Building and Buildings. The word "Building" as used in this Lease
           shall mean the 1-story building located at 1213 Cherry Street, Des
           Moines, Iowa 50309 together with no fewer than thirty parking spaces
           located in any of the parking lots indicated on Exhibit "A".

     1.2   Intentionally Deleted.

     1.3   Premises. The word "Premises" as used in this Lease shall mean
           the fee or leasehold interest in the underlying ground and driveways
           and parking areas outside of the Building of real property defined on
           Exhibit "A" attached hereto.

     1.4   Leased Property.  The words "Leased Property" as used in this Lease
           shall mean, collectively, the Building and the Premises.

     1.5   Equipment.  The word "Equipment" as used in this Lease shall mean,
           collectively, the furniture, fixtures and equipment owned by Tenant
           and located in any Building or on any Premises.

     1.6   Operations. The Equipment, inventory, contract rights, leasehold
           improvements, and other items of personal property, whether tangible
           or intangible, used by the Tenant in the operation of such insurance
           company.

     1.7   Taxes. The real property taxes and personal property taxes applicable
           to any Leased Property and Tenant's Operations pursuant to Sections
           4.2 and 4.3.

2.0  TERM

     2.1   The Term of this Lease shall be for a period of eight (8) years,
           commencing on the 1st day of January, 2000 (the "Rent Commencement
           Day") and ending on the








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          31st day of December, 2007. A "Lease Year" shall commence on the Rent
          Commencement Day and end 12 months thereafter.

     2.2  Options to Renew Lease. Tenant shall have the option upon nine
          (9) months' prior written notice to renew the Lease for one (1)
          additional term of five (5) years on the same terms and conditions as
          herein set forth, except that the base rent shall be at "market
          price". Should the parties be unable to agree on the "market price",
          the Landlord shall select an appraiser, the Tenant shall select a
          second appraiser and the two appraisers shall appoint a third
          appraiser to determine "market price".

3.0  RENT.

          Tenant shall pay to Landlord as rent for the Lease Property the sum of
          $68,000.00 per annum payable $5,666.66 per month in advance, without
          deduction, offset, abatement for casualty, condemnation or other
          reason, prior notice or demand, in lawful monies of the United States
          of America.

4.0  TAXES.

     4.1  Payment of Taxes.  Tenant shall pay, as additional rent hereunder,
          all real property taxes applicable to the Leased Property during the
          term of the Lease and shall assume all obligations for real property
          taxes accrued or existing for calendar year 1999 prior to the Rent
          Commencement Date. Payment of taxes shall be made to Landlord on or
          before ten (10) days prior to the due date of such taxes, and Landlord
          shall promptly remit the payment to the appropriate taxing
          authorities. Landlord shall be responsible for any interest or
          penalties associated with taxes paid subsequent to the due date
          therefore only in the event Landlord receives payment from Tenant on
          or before ten (10) days prior to such due date. In the event such real
          property taxes required to be paid by Tenant cover any period of time
          after expiration of the term of this Lease, Tenant's share of such
          taxes shall be equitably prorated to cover only the period of time
          within the fiscal tax year during which this Lease is in effect.
          Landlord shall forward copies of all tax bills within fifteen (15)
          days after Landlord's receipt thereof.

     4.2  Definition of "Real Property Taxes". As used herein, the term
          "real property tax" shall include any form of assessment, license fee,
          rent tax, sales tax on rental receipts, levy, or tax imposed by any
          authority having the direct or indirect power to tax, including any
          city, county, state, or federal government, or any school,
          agricultural, lighting, drainage, or other improvement district
          thereof, as against any legal or equitable interest of Landlord in any
          Leased Property or in the real property of which any Premises is a
          part, as against Landlord's right to rent or other income therefrom.





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     4.3  Personal Property Tax.  Tenant shall pay prior to delinquency all
          taxes assessed against and levied upon leasehold improvements,
          fixtures, furnishings and Equipment.

     4.4  If Tenant should fail to pay any taxes, assessments or governmental
          charges required to be paid by it hereunder, in addition to any other
          remedies provided herein, Landlord may, in its sole discretion, pay
          such taxes, assessments and governmental charges. Any sums so paid by
          Landlord shall be deemed to be additional rental owing by Tenant to
          Landlord and due and payable upon demand as additional rent with
          interest at the rate of twelve percent (12.00%) from the date of the
          payment by Landlord.

     4.5  If at any time during the term of the Lease the present method
          of taxation shall be changed so that, in lieu of the whole or
          any part of any taxes, assessments, levies or charges levied, assessed
          or imposed on real estate and the improvements thereon there shall be
          levied, assessed or imposed on Landlord a capital levy or other tax
          directly on the rents received from Tenant and/or any assessment, levy
          or charge measured by or based in whole or in part, upon such rents,
          then all such taxes, assessments, levies or charges, or the part
          thereof so measured or based, shall be deemed to be included with the
          term taxes for the purposes hereof and shall be paid by Tenant.

     4.6  Tenant may contest by appropriate proceedings, the amount, validity or
          application of any taxes by appropriate proceedings diligently
          conducted in good faith provided that (a) such proceedings shall
          suspend the collection thereof, (b) no part of the Leased Property or
          of any rent would be subject to loss, sale or forfeiture before
          determination of any contest, (c) Landlord would not be subject to any
          criminal liability for failure to pay, (d) such proceedings shall not
          affect the payment of rent hereunder or prevent Tenant from using any
          Leased Property for its intended purposes, and (e) Tenant shall notify
          Landlord of any such proceedings at which the amount of contest
          exceeds $10,000.00 within 20 days after the commencement thereof, and
          shall describe such proceedings in reasonable detail. Tenant will
          conduct all such contests in good faith and with due diligence and
          will, promptly after the determination of such contest, pay and
          discharge all amounts which shall be determined to be payable therein.
          In the event Tenant elects to dispute and contest any taxes, it shall
          provide Landlord with a surety bond in the amount of taxes in dispute.

     4.7  Landlord covenants and agrees that if there shall be any refunds or
          rebates of the Taxes paid by Tenant, such refunds or rebates shall
          belong to Tenant. Any refunds received by Landlord shall be deemed
          trust funds and as such are to be received by Landlord in trust and
          paid to Tenant forthwith. Tenant will, upon the request of the
          Landlord, sign any receipts which may be necessary to secure the
          payment of any such refunds or rebates.




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5.0      USE.

     5.1  Use.  The Leased Property shall be used and occupied by Tenant only as
          a general office, warehouse, and printing facility. Tenant shall not
          change the use of any Leased Property as set forth above without
          Landlord's prior written consent, which consent shall not be
          unreasonably withheld. Tenant will not do or permit any act or thing
          that is contrary to any legal requirement or insurance requirement, or
          that impairs the value of any Leased Property or any part thereof or
          that materially increases the dangers, or poses unreasonable risk of
          harm, to third parties (in, on or off any Leased Property) arising
          from activities thereon, or that constitutes a public or private
          nuisance or waste to any Leased Property or any part thereof. Tenant
          shall not conduct any activity on any Premises or use any Leased
          Property in any manner (i) which would cause any Leased Property to
          become a hazardous waste treatment, storage or disposal facility
          within the meaning of, or otherwise bring any Leased Property within
          the ambit of, the Resource Conservation and Recovery Act of 1976 as
          amended, 42 U.S.C.ss.6901 et seq., or any similar state law or local
          ordinance; (ii) so as to cause a release or threat of release of
          hazardous waste from any Leased Property within the meaning of, or
          otherwise bring any Leased Property within the ambit of, the
          Comprehensive Environmental Response Compensation and Liability Act of
          1980 as amended, the Toxic Substance Control Act 15 U.S.C.ss.2601, et
          seq. and the Federal Hazardous Materials Transportation Act 49
          U.S.C.ss.1801 et seq., or any similar state law or local ordinance or
          any other environmental law; or (iii) so as to cause a discharge of
          pollutants or effluents into any water source or system, or the
          discharge into the air of any emissions, which would require a permit
          under the Federal Water Pollution Control Act, 33 U.S.C.ss.1251, et
          seq., or the Clean Air Act, 42 U.S.C.ss.1857, et seq., or any similar
          state or local ordinance.

     5.2  Compliance with the Law. Tenant shall, at Tenant's expense, comply
          promptly with all applicable statutes, ordinances, rules, regulations,
          orders and requirements in effect during the term hereof, regarding
          the use by Tenant of any Leased Property. Tenant shall not use or
          permit the use of any Leased Property in any manner that will tend to
          create waste or a nuisance, or, otherwise expose Landlord or any
          Leased Property to any liability.

     5.3  Condition of Leased Property. Tenant hereby accepts all of the Leased
          Property in their condition as of the date of the possession
          hereunder, subject to all applicable zoning, municipal, county and
          state laws, ordinances, and regulations governing and regulating the
          use of any Leased Property, and accepts this Lease subject thereto and
          to all matters disclosed thereby, and by any exhibits attached hereto.
          Tenant acknowledges that neither the Landlord nor Landlord's agent has
          made any representation or warranty as to the suitability of any
          Leased Property for the conduct of the Tenant's business.





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     5.4  Tenant's Covenants and Indemnity.  Tenant shall not dispose of or
          otherwise allow the release of any hazardous waste or materials in,
          on, or under the Premises, or any adjacent property or in any
          improvements placed on the Premises. Tenant represents and warrants to
          Landlord that Tenant's intended use of any Leased Property does not
          involve the use, production, disposal or bringing onto any Premises of
          any hazardous waste or materials. Tenant shall promptly comply with
          all statutes, regulations and ordinances, and with all orders, decrees
          or judgements of governmental authorities or courts having
          jurisdiction, relating to the use, collection, treatment, disposal,
          storage, control, removal or clean up of hazardous waste or materials,
          in, on, or under any Leased Property or any adjacent property, or
          incorporated in any improvements, at Tenant's expense.

          Whether or not Tenant has actual knowledge of the release of hazardous
          waste or materials in, on, or under any Leased Property or any
          adjacent property as the result of Tenant's use of any Leased
          Property, Tenant shall reimburse Landlord for the full amount of all
          costs and expenses incurred by Landlord in connection with such
          compliance activities, and such obligation shall continue even after
          the termination of this Lease. Tenant shall notify Landlord
          immediately of any release of any hazardous waste or materials in, on
          or under any Leased Property.

          Tenant shall indemnify, defend and hold Landlord harmless from and
          against any and all claims, damages, demands, losses, liens,
          liabilities, obligations, fines, penalties, charges, judgements, clean
          up costs, remedial actions and other proceedings and costs and
          expenses (including, without limitation, attorneys' fees and
          disbursements) which may be imposed on, incurred or paid by, or
          asserted against Landlord or any Leased Property by reason of, or in
          connection with (i) any misrepresentation or breach of warranty, or
          (ii) the acts or omissions of Tenant, or any sublessee or other person
          for whom Tenant would otherwise be liable, resulting in the release of
          any hazardous waste or materials, or (iii) arising directly or
          indirectly from or out of or in any way connected to Tenant's use,
          storage, ownership, possession, or control of hazardous substances in,
          on or under any Leased Property which directly or indirectly result in
          the Leased Property or any other property becoming contaminated with
          hazardous substances. Tenant hereby agrees upon notification to clean
          up from any Leased Property or any other property any contamination
          caused by its activity, including, without limitation, use, storage,
          ownership, possession or control of hazardous substances in, on or
          under any Leased Property, including, without limitations, any
          remedial action required by applicable governmental authorities.
          Tenant further acknowledges that it will be solely responsible for all
          costs and expenses relating to the clean up of hazardous substances
          from any Leased Property or any other properties which become
          contaminated with hazardous substances as a result of Tenant's
          activities in, on or under any Leased Property.






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          The terms "hazardous substances" and "hazardous waste or materials"
          shall mean: Any substance or material defined or designated as a
          hazardous or toxic waste, hazardous or toxic material, a dangerous,
          hazardous, toxic, or radioactive substance, or other similar term, by
          any federal, state or local environmental statute, regulation, or
          ordinance presently in effect or that may be promulgated in the
          future, as such statutes, regulations, and ordinances may be amended
          from time to time including, but not limited to, the statutes listed
          below:

          Resource Conservation and Recovery Act of 1976, as amended, 42
          U.S.C.ss.6901 et seq.

          Comprehensive Environmental Response, Compensation, and Liability Act
          of 1980 as amended, 49 U.S.C.ss.1801 et. seq.

          Clean Air Act, 42 U.S.C.ss.1857

          Water Pollution Control Act, Federal Clean Water Act, 33
          U.S.C.ss.1251, et seq.

          Insecticide, Fungicide, and Rodenticide Act, Federal Pesticide Act, 7
          U.S.C., Paragraph 13, et seq.

          Toxic Substances Control Act, 15 U.S. C.ss.2601, et seq.

          Safe Drinking Water Act, 42 U.S.C.ss.300(f), et seq.

     5.5  Intentionally Deleted.

     5.6  Insurance Cancellation. Notwithstanding the provisions of Section 5.1
          above, no use shall be made or permitted to be made of any Leased
          Property nor acts done which will cause the cancellation of any
          insurance policy covering any Leased Property or any other property of
          which any Premises may be a part.

     5.7  After notice to Tenant and reasonable opportunity for Tenant to effect
          such compliance, Landlord may, but is not obligated to, enter upon any
          Leased Property and take such actions and incur such costs and
          expenses to effect such compliance as it deems advisable to protect
          its interest in any Leased Property; provided, however, that Landlord
          shall not be obligated to give Tenant notice and an opportunity to
          effect such compliance if (i) such delay might result in material
          adverse harm to Landlord or any Leased Property, (ii) Tenant has
          already had actual knowledge of the situation and a reasonable
          opportunity to effect such compliance, or (iii) an emergency exists.

     6.0  UTILITIES.

          Tenant shall pay prior to delinquency for all water, gas, heat, light,
          power, telephone, sewage and city assessments, air conditioning,
          ventilation, janitorial, landscaping, fire





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          protection monitoring service, solid waste removal, snow removal,
          elevator maintenance, security, pest control, window washing, and all
          other materials and utilities supplied to any Leased Property.
          Landlord has no responsibility to maintain or pay for any utilities on
          any Leased Property.

7.0  MAINTENANCE AND REPAIRS: ALTERATIONS AND ADDITIONS.

     7.1  Management. Tenant acknowledges that Landlord or its successor
          may enter into a property management contract with a third party or
          entity related to Landlord for the management of the subject property.
          The consideration for said services shall not exceed $6,000.00
          annually. Tenant shall be responsible to Landlord for such cost.
          Tenant shall also reimburse Landlord for actual cost of on-site
          maintenance personnel who are not employees of Tenant.

     7.2  Maintenance and Repairs. Tenant shall at its sole cost and expense
          keep and maintain all Leased Property, including sidewalks,
          landscaping and driveways located on the Premises, in good working
          order and condition and repair, and shall suffer no waste with respect
          thereto. Tenant shall at its sole cost and expense make all needed
          repairs to and replacements of the Leased Property, interior and
          exterior, structural and nonstructural, ordinary and extraordinary,
          including but not limited to any roof, air conditioning and heating
          systems, replacements or cracked or broken glass, repair of parking
          areas and driveways, and shall keep the plumbing units, pipes and
          connections free from obstruction and protected against ice and
          freezing. Landlord has no responsibility to maintain or pay for any
          part of the maintenance or replacement of the Leased Property.

     7.3  Surrender. On the last day of the term hereof, or on any sooner
          termination, Tenant shall surrender the Leased Property to Landlord in
          good condition, broom clean, ordinary wear and tear excepted. Tenant
          shall repair any damage to the Leased Property caused by the removal
          of Tenant's Equipment pursuant to Section 7.4 below, which repairs
          shall include the patching and filling of holes thereof, the repair of
          structural damage of any kind or type, the repair or replacement (but
          only to the extent required) of all damaged mechanical equipment and
          all heating, air conditioning, and ventilating equipment.

     7.4  Landlord's Rights. If Tenant fails to perform Tenant's obligations
          under any of the provisions of this Section 7, Landlord shall give
          Tenant written notice to do such acts as are reasonably required to
          maintain any Leased Property in good order and condition. If, within
          thirty (30) days of such notice, Tenant fails to commence to do the
          work and diligently prosecute it to completion, then Landlord shall
          have the right, (but not the obligation) at Tenant's expense to take
          such action or expend such funds necessary (i) to prevent immediate
          physical deterioration to the Premises or (ii) to comply with any
          actions by governmental bodies or neighboring landowners. Any amount
          so expended by Landlord shall be paid by Tenant within ten (10) days
          after billing for same, with interest at twelve percent (12.00%) per
          annum from the date of such work. Landlord shall





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          have no liability to Tenant for any damage, inconvenience, or
          interference with the use of any Leased Property by Tenant as a result
          of performing any such work.

     7.5  Alterations and Additions.

          (a)  Tenant shall not make any alterations to any structural
               component of any Building (including, but not limited to exterior
               walls, foundations and roof), or utility installations on or
               about any Premises without the express written consent of the
               Landlord; provided, however, that the Landlord will not
               unreasonably delay or withhold consent. As used in this section,
               the term "utility installations" shall include ducting, power
               plants, space heaters, conduit, and wiring.

          (b)  Landlord shall have the right to approve any contractors or
               sub-contractors for work on any Leased Property which is
               reasonably expected to exceed $50,000.00, which approval shall
               not be unreasonably withheld.

          (c)  All alterations, changes, additions, improvements, and utility
               installations (whether or not such utility installations
               constitute fixtures of Tenant) which may be made to any Leased
               Property, shall at the expiration or earlier termination of this
               Lease, become the property of the Landlord and remain upon and be
               surrendered with the Leased Property. The Equipment, inventory
               and any other personal property, to the extent owned by the
               Tenant, other than that which is affixed to any Building or
               Premises so that it cannot be removed without material damage to
               such Building or Premises, shall remain the property of the
               Tenant, and may be removed by the Tenant subject to the
               provisions in Section 7.2, at any time during the term of this
               Lease when Tenant is not in default of any of the provisions of
               this Lease.

          (d)  Landlord shall be deemed to have given its consent to a request
               pursuant to this Section 7.4 if it fails to respond to Tenant's
               written request within fifteen (15) days after receipt thereof
               and if the request states on its face that failure to respond in
               a fifteen (15) day period will be deemed to be a consent.

8.0  ENTRY BY LANDLORD.

     Landlord and Landlord's agents, shall have the right on reasonable prior
     notice to enter any Building or Premises to inspect the same or to maintain
     or repair the Leased Property or any portion thereof (subject to Section
     7.3 hereof), or to show any Leased Property to prospective purchasers or
     lenders, or during the last nine (9) months of the term of the Lease to any
     prospective Tenant. Landlord shall have the right to use any and all means
     which Landlord may deem proper to open the door to any Building in an
     emergency of any type.






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9.0  LIENS.

     Tenant shall keep all Leased Property free from any and all liens arising
     out of work performed, materials furnished, or obligations incurred by
     Tenant and shall indemnify and hold harmless and defend the Landlord from
     an and all liens and/or encumbrances arising out of any work performed or
     material furnished by or at the direction to the Tenant. In the event that
     any such lien is imposed, Tenant shall have thirty (30) days from the date
     of imposition to cause the lien to be released or record or bonded around.
     Failure to do so by Tenant shall allow Landlord, in addition to all other
     remedies provided herein by law, the right, but by no means the obligation,
     to cause the lien to be released by such means as it shall deem proper,
     including payment of the claim giving rise to the lien. All such sums paid
     by Landlord and all expenses incurred by it in connection therewith,
     including attorney's fees and costs, shall be payable to Landlord by Tenant
     on demand with interest at twelve percent (12.00%) per annum. Landlord
     shall have the right at all times to post and keep posted on any Leased
     Property any notices permitted or required by law, or which the Landlord
     shall deem proper, for the protection of the Landlord and any Leased
     Property, and/or any other party having an interest therein, from
     mechanic's and materialman's liens. The Tenant shall give to Landlord at
     least ten (10) days written notice of the expected date of commencement of
     any work relating to alterations and/or additions to the Leased Property
     where approval is required.

10.0 INDEMNITY.

     10.1 Indemnity. Tenant shall defend, indemnify, and hold harmless Landlord
          from and against any and all claims arising from Tenant's use of any
          Leased Property or the conduct of its business or from any activity,
          work, or thing done, permitted, or suffered by Tenant in or about any
          Leased Property and shall further defend, indemnify, and hold harmless
          Landlord from and against any and all claims arising from any breach,
          or default in the performance of any obligation on Tenant's part to be
          performed under the terms of this Lease, or arising from any act or
          negligence of Tenant, or any of its agents, contractors, or employees,
          and from and against any and all costs, attorneys fees, expenses, and
          liabilities incurred in connection with such claim or any action or
          proceeding brought thereon. In case any action or proceeding be
          brought against Landlord by reason of any such claim whatsoever,
          Tenant, upon notice from Landlord, shall defend same at Tenant's
          expense by counsel reasonably satisfactory to Landlord. However,
          Tenant shall not be liable for any damage or injury occasioned by the
          negligence or intentional acts of Landlord or its designated agents,
          or employees.

     10.2 Exemption of Landlord from Liability. Except for intentional acts or
          gross negligence of the Landlord, its agents and employees, Landlord
          shall not be held liable for injury or damage which may be sustained
          by the person, goods, wares, merchandise, or property of the Tenant,
          or by any agent or other person claiming by or under Tenant which
          might be caused by or resulting from fire, steam, electricity, gas,
          water, or rain, which may leak or flow from or into any part of





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          any Leased Property or from breakage, leakage, obstruction, or other
          defects of the pipes, sprinklers, wires, appliances, plumbing,
          heating, air conditioning, ventilating, or lighting fixtures of the
          same, whether the said damage or injury results from conditions
          arising in, on or under any Building or Premises or from other
          sources. Landlord shall not be liable for any damages arising from any
          act or neglect of any other tenant (if any) of any Building or
          Premises. Tenant shall defend, indemnify and hold harmless Landlord
          from and against any and all claims by any person which may arise from
          the matters mentioned in this Section 10.2 except for intentional acts
          or negligence of the Landlord, its agents and employees.

11.0 INSURANCE.

     11.1 Liability Insurance. Tenant shall, at Tenant's expense, procure and
          maintain at all times during the term of this Lease, a policy of
          comprehensive public liability insurance insuring Landlord and Tenant
          against any liability arising out of the ownership, use, occupancy, or
          maintenance of any Leased Property. Such insurance shall at all times
          be in an amount of not less than $2,000,000.00. The limits of such
          insurance shall not limit the liability of the Tenant. All insurance
          required under this Section 11 shall be with companies rated A or
          better in Best's Insurance Guide. Tenant shall deliver to Landlord
          certificates of insurance evidencing the existence and amounts of such
          insurance with loss payable clauses satisfactory to Landlord, provided
          that in the event Tenant fails to procure and maintain such insurance,
          Landlord may (but shall not be required to), procure same at Tenant's
          expense after ten (10) days prior written notice. No such policy shall
          be cancelable or subject to reduction of coverage or other
          modification except after thirty (30) days prior written notice to
          Landlord by the insurer. All such policies shall be written as primary
          policies, not contributing with and not in excess of coverages which
          the Landlord may carry. Tenant shall, within twenty (20) days prior to
          the expiration of such policies, furnish Landlord with renewals or
          binders or Landlord may order such insurance and charge the cost to
          the Tenant, which amounts shall be payable by Tenant on demand. Tenant
          shall have the right to provide such insurance coverage pursuant to
          blanket policies which the Tenant may have in force, provided such
          blanket policies expressly afford coverage of any Leased Property and
          to Landlord as is required by this Lease.

     11.2 Property Insurance.  Landlord shall, at Tenant's expense, procure and
          maintain at all times during the term of this Lease, the policy or
          policies of insurance covering loss or damage to any Leased Property
          in the amount of the full replacement value thereof, and providing
          protection against all perils included within the classification of
          fire, extended coverage, vandalism, malicious mischief, sprinkler
          leakage (if applicable), flood (to the extent that the Property is in
          a flood plain), and special extended peril (all risk). All such
          policies shall be written as primary policies, not contributing with
          and not in excess of coverages which the Landlord may carry. Landlord
          shall order such insurance and charge the cost to the Tenant, which
          amounts shall be payable by Tenant on demand. If




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          Tenant determines that the premium cost is too high, Tenant may
          deliver quotes from three other insurer of similar or better Best
          rating for similar coverage and provided the quotes show more than a
          10% reduction in premium rate, Landlord will select one of the three
          insurers to provide the insurance for the Leased Premises. Such
          insurance shall provide for payment of losses thereunder to Landlord
          or the holder of a first mortgage or deed of trust on any of the
          Leased Property. Any loss proceeds shall be made available for the
          purposes of replacing or rebuilding the pertinent Leased Property if
          required under Section 12 and in which event, such funds shall be
          segregated from the general funds of Landlord.

     11.3 Waiver of Subrogation.  Landlord and Tenant shall waive any and all
          rights of recovery against the other or against the officers,
          employees, agents and representatives of the other, on account of loss
          or damage occasioned to such waiving party or its property or the
          property of others under its control caused by fire or any of the
          extended coverage risks described above to the extent that such loss
          or damage is insured. Landlord and/or Tenant shall give notice to the
          insurance carrier or carriers involved that the foregoing mutual
          Waiver of Subrogation option is contained in this Lease. The waivers
          provided for in this Section 11.3 shall be applicable and effective
          only in the event such waivers are obtainable from the insurance
          carriers concerned.

12.0 DAMAGE TO PREMISES.

     12.1 Partial or Total Damage -Insurance Available.  In the event of damage
          causing a partial or total destruction of the Building during the term
          of this Lease and there is made available to the Landlord, pursuant to
          Section 11.0 above, insurance proceeds for such damage, Landlord shall
          utilize all such insurance proceeds and cause the Building to be
          promptly repaired to the condition existing immediately prior to such
          damage, with this Lease to continue in full force and effect. Tenant
          shall deposit with Landlord or make available to Landlord only that
          amount equal to the deductible provided under said insurance contract
          within ten (10) days after notice to Tenant by Landlord. Provided,
          however, if Landlord has not begun reconstruction or repairs within
          thirty (30) days after the later of (i) receipt of available insurance
          proceeds or (ii) receipt of the deductible payment, or it is not
          reasonably anticipated that such repair or reconstruction can be
          completed within a 180-day period after commencement or
          reconstruction, Tenant may terminate this Lease by written notice to
          Landlord along with the insurance deductible.

          If after commencement of construction the Building is not completed
          and ready for occupancy within 180 days after the commencement of
          construction, subject to Force Majeure causes, Tenant may terminate
          this Lease by written notice to the Landlord. For purposes hereof, a
          Force Majeure cause shall be an act of God, weather, earthquake,
          strike, insurrection, war or other event outside the control of
          Landlord, during which period the 180-day period referenced above
          shall be abated.








                                       11
<PAGE>   12

     12.2 Repair Not Permitted. In the event that the Building may not be
          repaired herein under applicable laws and regulations notwithstanding
          the availability of insurance proceeds, this Lease shall be terminated
          as to such Leased Property effective with the date of the damage
          occurrence, and Landlord shall be entitled to retain the insurance
          proceeds pertaining to the Leased Property and receive from Tenant the
          amount of the insurance deductible.

     12.3 Damage to Building or Personal Property During Last Two Years of Term.
          In the event of any total or partial destruction to the Building
          occurring during the last two (2) year period of the term of this
          Lease (or any extension thereof), and notwithstanding the provisions
          of Sections 12.1 above, Landlord or Tenant shall have the right for
          the longer of (i) a period of sixty (60) days following the event
          giving rise to the casualty or damage, or (ii) the period of fifteen
          (15) days following the receipt of insurance proceeds to terminate
          this Lease as to such Leased Property. In the event of such
          termination, Landlord shall be entitled to retain the insurance
          proceeds and receive from Tenant the amount of the insurance
          deductible. This Section shall not apply to a casualty during any
          period in which the remaining Lease Term (including any properly
          exercised renewal options) is greater than two (2) years.

13.0 CONDEMNATION.

     If all, or a substantial portion of any Leased Property shall be taken or
     appropriated for public or quasi-public use by the right of eminent domain,
     (with or without litigation), or transferred by agreement in connection
     with such public or quasi-public use, either Landlord or Tenant shall have
     the right at is option (exercisable within thirty (30) days of the receipt
     of notice of such taking) to terminate this Lease as to such Leased
     Property as of the date possession is taken by the condemning authority. A
     substantial portion of the Leased Property shall be deemed to be taken or
     appropriated if more than twenty percent (20.0%) of the Building is subject
     to such taking. If all or a substantial portion of the parking shall be
     taken, Landlord shall immediately procure equivalent substitute parking
     acceptable to Tenant, which acceptance shall not be unreasonably withheld.
     Absent acceptance, Tenant shall have the right to terminate this Lease. No
     award for any partial or entire taking shall be apportioned, and except as
     provided in the next sentence, Tenant hereby assigns to Landlord any award
     which may be made in such taking appropriation, or condemnation, together
     with any and all rights of Tenant now or hereafter arising in such award.
     Landlord has no interest, however, in any award made to Tenant for the
     taking of Equipment belonging to Tenant; or for the interruption of or
     damage to Tenant's business, or to Tenant's unamortized cost of leasehold
     improvements. Any award to the Landlord by reason of such partial taking
     shall be made available for reconstruction, should the Tenant so elect, and
     shall be segregated from the Landlord's general funds. No temporary taking
     of any Leased Property and/or of the Tenant's rights therein, or under this
     Lease, shall terminate this Lease as to such Leased Property or give Tenant
     any right to any abatement of rent. Provided, however, if it is reasonably
     anticipated that such temporary taking will extend for any greater than 180
     days, or if such temporary taking actually extends beyond such 180 period,
     subject to Force Majeure






                                       12
<PAGE>   13

     causes, Tenant may, by written notice to Landlord, terminate this Lease.
     Any award made for such temporary taking shall belong entirely to Tenant
     unless Tenant terminates this Lease, in which event the award shall belong
     entirely to Landlord.

14.0 ASSIGNMENT AND SUBLETTING.

     14.1 Landlord's Consent Required. Tenant shall not assign, transfer,
          mortgage, pledge, hypothecate, or encumber this Lease or any interest
          therein, nor permit such assignment by operation of law, and shall not
          sublet any Leased Property or any part thereof, without the prior
          express written consent of the Landlord, which consent shall not be
          unreasonably withheld. Any attempt to do so without such consent being
          in hand, shall be wholly void and shall constitute a breach of this
          Lease.

     14.2 No Release of Tenant.  No consent by Landlord to any assignment or
          subletting by Tenant shall relieve Tenant of any obligations to be
          performed by Tenant under this Lease, whether occurring before or
          after such assignment or subletting. The consent by Landlord to any
          assignment or subletting shall not relieve Tenant from the obligation
          to obtain Landlord's express written consent to any other assignment
          or subletting. The acceptance of any rent by Landlord from any person
          shall not be deemed to be a waiver by Landlord of any provision of
          this Lease, or to be deemed a consent to any assignment, subletting,
          or other transfer.

     14.3 By Landlord. This Lease shall be fully assignable by Landlord or its
          assigns.

     14.4 Permitted Assignments.  Notwithstanding anything to the contrary in
          this Lease, Tenant may assign the Lease without Landlord's consent to:

          (a)  a parent or subsidiary corporation of Tenant, or

          (b)  the surviving entity in the event of the merger,
               consolidation or acquisition of Tenant, or

          (c)  an entity which purchases all or substantially all of  Tenant's
               assets, or

          (d)  to any person or entity which purchases all or substantially all
               of the stock of Tenants provided that in (a) through (d) above,
               the proposed assignee meets each of the following criteria:

               (i)   The proposed assignee has a net worth (at the time  of
                     assignment) of at least $150,000,000.00.

               (ii)  The proposed assignee's use of the Premises conforms to
                     the permitted use under this Lease.




                                       13
<PAGE>   14
               (iii)  Landlord (or any of its affiliates) has not had problems
                      (including, but not limited to, material defaults, late
                      payments, bankruptcies, court cases, maintenance concerns,
                      or other property management problems) with the proposed
                      assignee.

15.0 SUBORDINATION

     15.1 Subordination. At Landlord's option, this Lease shall be subject and
          subordinate to all ground or underlying leases hereinafter executed
          affecting any Leased Property, and to the lien of any mortgages or
          deeds of trust in any amount or amounts whatsoever now or hereafter
          placed on or against the land or improvements or either thereof, of
          which the Premises are a part, without the necessity of the execution
          and delivery of any further instruments, on the part of the Tenant, to
          effectuate such subordination. If any mortgagee, trustee, or ground
          lessor shall elect to have this Lease prior to the lien of its
          mortgage deed of trust or ground lease, and shall give written notice
          thereof to Tenant, this Lease shall be deemed prior to such mortgage,
          deed of trust or ground lease, on the date of the recording thereof.

     15.2 Subordination Agreements. Tenant covenants and agrees to execute and
          deliver upon demand, without charge, such further instruments
          evidencing such subordination of this Lease to such ground or
          underlying leases and to the lien of any such mortgages or deeds of
          trust as may be required by Landlord.

     15.3 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon
          Tenant paying rent and other monetary sums due under this Lease,
          performing its covenants and conditions of the Lease and upon
          recognizing any subsequent lessor under a ground or underlying lease
          or any purchaser as Landlord, Tenant shall and may peaceably and
          quietly have, hold, and enjoy the Leased Property for the term of the
          Lease as against any adverse claim of Landlord or any party claiming
          under Landlord subject, however, to the terms of the Lease.

     15.4 Attornment. In the event any proceedings are brought for default under
          any ground or underlying lease, or in the event of foreclosure or the
          exercise of a power of sale under any mortgage or deed or trust made
          by Landlord covering any Leased Property, the Tenant shall attorn to
          the lessor under the ground or underlying lease or the purchaser upon
          any such foreclosure, or sale, and recognize such lessor or purchaser
          as the Landlord under this Lease, provided said lessor or purchaser
          expressly agrees in writing to be bound by the terms of this Lease.

     15.5 Non-Disturbance. Tenant's agreement to subordinate or attorn pursuant
          to Section 15.1 and 15.4 is expressly contingent upon Tenant receiving
          a commercially reasonable and acceptable non-disturbance agreement at
          no cost to Tenant.





                                       14
<PAGE>   15
16.0 DEFAULT, REMEDIES

     16.1 Event of Default.  The occurrence of any of the following shall
          constitute a material default and breach of this lease by Tenant:

          (a)  Any failure by Tenant to pay the rent or any other monetary
               sums required to be paid hereunder (where such failure continues
               for five (5) days after written notice by Landlord to Tenant);

          (b)  The abandonment or vacation of any Leased Property by the Tenant;

          (c)  A failure by Tenant to observe and perform any other provision of
               this Lease to be observed or performed by Tenant, where such
               failure continues for thirty (30) days after written notice
               thereof by the Landlord to the Tenant. However, if the nature of
               the default is such that the default cannot be reasonably cured
               within the thirty (30) day period, Tenant shall not be deemed to
               be in default if Tenant shall within such period of time commence
               such cure and thereafter diligently prosecute the same to
               completion;

          (d)  The making by Tenant of any general assignment or general
               arrangement for the benefit of creditors; the filing by or
               against Tenant of a petition to have Tenant adjudged a bankrupt,
               or of a petition for reorganization or arrangement under any law
               relating to bankruptcy; the appointment of a trustee or receiver
               to take possession of substantially all of the Tenant's assets
               located at any Premises or of Tenant's interest in this Lease
               where possession is not restored to Tenant within thirty (30)
               days; or the attachment, execution or other judicial seizure of
               substantially all of Tenant's assets located at any Premises or
               of Tenant's interest in this Lease, where such seizure is not
               discharged within thirty (30) days; and

     16.2 Remedies. Upon the occurrence of any Event of Default described in
          Paragraph 16.1 and at any time thereafter so long as the same shall be
          continuing, Landlord may, at its option, by notice to Tenant do one or
          more of the following, as Landlord in its sole discretion shall
          determine:

          (a)  Landlord may, by notice to Tenant, terminate this Lease as of
               the date specified in such notice; however, (A) no reletting,
               reentry or taking of possession of any or all of the Property by
               Landlord will be construed as an election on Landlord's part to
               terminate this Lease unless a written notice of such intention is
               given to Tenant, (B) notwithstanding any reletting, reentry or
               taking of possession, Landlord may at any time thereafter elect
               to terminate this Lease with respect to any or all of the Leased
               Property, and (C) no act or thing done by Landlord or any of its
               agents, representatives or employees and no agreement accepting a



                                       15

<PAGE>   16
               surrender of any or all of the Leased Property shall be valid
               unless the same be made in writing and executed by Landlord;

          (b)  Landlord may (i) demand that Tenant, and Tenant shall upon the
               written demand of Landlord, return the Leased Property promptly
               to Landlord in the manner and condition as if the Leased Property
               were being returned at the end of the Term, and Landlord shall
               not be liable for the reimbursement of Tenant for any costs and
               expenses incurred by Tenant in connection therewith, and (ii)
               without prejudice to any other remedy which Landlord may have for
               possession of the Leased Property, enter upon the Leased Property
               and take immediate possession of (to the exclusion of Tenet) the
               Leased Property and expel or remove Tenant and any other person
               who may be occupying the same, by summary proceedings or
               otherwise, all without liability to Landlord for or by reason of
               such entry or taking of possession, whether for the restoration
               of damage to property caused by such taking or otherwise and, in
               addition to Landlord's other damages, Tenant shall be responsible
               for the reasonably necessary costs and expenses of reletting,
               including without limitation, brokers fees, tenant improvements
               and inducements for new tenants, security costs, expenses of the
               lender, prepayment or other penalties under any note or mortgage
               and the costs of any repairs made by Landlord.

          (c)  Except as Landlord may otherwise be required by law, Landlord may
               hold, keep idle or lease to others the property as Landlord in
               its sole discretion may determine, free and clear of any rights
               of Tenant and without any duty to account to Tenant with respect
               to such action or inaction or for any proceeds with respect to
               such action or inaction, except that Tenant's obligation to pay
               base rent from and after the occurrence of an Event of Default
               shall be reduced by the net proceeds, if any, received by
               Landlord from leasing the Leased Property to any person, or
               allowing any person to use the Leased Property, other than Tenant
               for the same periods or any portion thereof;

          (d)  Landlord may retain and apply against Landlord's damages all sums
               which Landlord would, absent such Event of Default, be required
               to pay to, or turn over to, Tenant pursuant to the terms of this
               Lease; or

          (e)  Landlord may exercise any other right or remedy that may be
               available to it by law or in equity, or proceed by appropriate
               court action (legal or equitable) to enforce the terms hereof or
               to recover damages for the breach hereof including without
               limitation, the right to sue for and collect the present value of
               all future base rent from date of termination for the balance of
               the Term (if the Lease had not been terminated) discounted
               monthly at the annual rate then in effect as the Discount Rate of
               the Federal Reserve Bank of New York. Separate suits may be
               brought to collect any such damages for any period or periods
               with respect to which




                                       16
<PAGE>   17

               rent shall have accrued, and such suits shall not in any manner
               prejudice Landlord's right to collect any such damages for any
               subsequent periods, or Landlord may defer any such suit until
               after the expiration of the base Term or the then current renewal
               Term, in which event such suit shall be deemed not to have
               accrued until the expiration of the base Term, or the then
               current renewal Term.

     16.3 Late Charges. Tenant hereby acknowledges that late payment by
          Tenant to Landlord of rent and other sums due hereunder will cause
          Landlord to incur costs not contemplated by this Lease, the exact
          amount of which will be difficult to ascertain. Such costs include,
          but are not limited to, processing and accounting charges, and late
          charges which may be imposed on Landlord by the terms of any mortgage
          or deed of trust covering any Leased Property. Accordingly, if any
          installment of rent or any other sum due from Tenant shall not be
          received by Landlord or Landlord's designee within five (5) days after
          such amount shall be due, Tenant shall pay to Landlord a late charge
          equal to five percent (5.00%) of such overdue amount. The parties
          hereby agree that such late charge represents a fair and reasonable
          estimate of the cost Landlord will incur by reason of late payment by
          Tenant.

     16.4 Default by Landlord. Landlord shall not be in default unless
          Landlord fails to perform obligations required of Landlord within a
          reasonable time, but in no event later than thirty (30) days after
          written notice by Tenant to Landlord and to the holder of any first
          mortgage or deed of trust covering the Premises, whose name and
          address shall have been furnished to Tenant in writing, specifying
          wherein Landlord has failed to perform such obligation, provided,
          however that if the nature of Landlord's obligation is such that more
          than thirty (30) days are required for performance, then Landlord
          shall not be in default if Landlord commences performance within such
          thirty (30) day period and thereafter diligently prosecutes same to
          completion. Tenant agrees that any such mortgagee or deed of trust
          holder shall have the right to cure such default on behalf of Landlord
          within thirty (30) calendar days after receipt of such notice.

17.0 MISCELLANEOUS

     17.1 Estoppel Certificate.

          (a)  Tenant shall at any time upon not less than twenty (20) days
               prior written notice from Landlord, execute, and deliver to
               Landlord a statement in writing (i) certifying that this Lease is
               unmodified and in full force and effect (or, if modified, stating
               the nature of such modification and certifying that this Lease,
               as so modified, is in full force and effect), and the date to
               which the rent and other charges are paid in advance, if any, and
               (ii) acknowledging that there are not, to Tenant's knowledge, any
               uncured defaults on the part of Landlord hereunder, or specifying
               such defaults if any are claimed. Any such statement may be
               conclusively







                                       17
<PAGE>   18
               relied upon by any prospective purchaser or encumbrancer of any
               Leased Property.

          (b)  Tenant's failure to deliver such statement within such time shall
               be conclusive upon Tenant (i) that this Lease is in full force
               and effect, without modification except as may be represented by
               Landlord, (ii) that there are no uncured defaults in Landlord's
               performance, and (iii) that not more than one month's rent has
               been paid in advance.

          (c)  Landlord shall execute such estoppel certificates, upon twenty
               (20) days written notice from Tenant, as Tenant may request from
               time to time. Landlord's failure to deliver such statement within
               such time shall be conclusive upon Landlord (i) that this Lease
               is in full force and effect, without modification except as may
               be represented by Tenant, (ii) that there are no uncured defaults
               in Tenant's performance and (iii) that not more than one month's
               rent has been paid in advance.

     17.2 Transfer of Landlord's Interest. In the event of a bona fide sale or
          conveyance by Landlord of Landlord's interest in any Leased Property
          or in any other property in which any Premises may be a part, other
          than a transfer for security purposes only, if Landlord is not in
          default under any provisions of this Lease, Landlord shall be relieved
          from and after the date specified in any such notice of transfer of
          all obligations and liabilities accruing thereafter on the part of the
          Landlord with respect to the transferred Leased Property, provided
          that any funds in the hands of Landlord at the time of transfer in
          which Tenant has an interest, shall be delivered to the successor of
          the Landlord and provided Landlord's assignee assumes all such
          obligations. This Lease shall not be affected by any such sale and
          Tenant agrees to attorn to the purchaser or assignee provided all
          Landlord's obligations hereunder are assumed in writing by the
          transferee.

     17.3 Captions; Attachment; Defined Terms.

          (a)  Captions of the paragraphs of this Lease are for convenience only
               and shall not be deemed to be relevant in resolving any question
               of interpretation or construction of any section of this Lease.

          (b)  Exhibits attached hereto, and addendums and schedules initialed
               by the parties, are deemed by attachment to constitute part of
               this Lease and are incorporated herein.

     17.4 Entire Agreement. This instrument along with any exhibits and
          attachments hereto constitutes the entire agreement between Landlord
          and Tenant relative to the Leased Property. This agreement and the
          exhibits and attachments may be altered, amended, or revoked only by
          an instrument in writing signed by both Landlord and Tenant. Landlord
          and Tenant hereby agree that all prior or contemporaneous oral
          agreements between and among themselves and their




                                       18
<PAGE>   19

              agents or representatives relating to the leasing of any Leased
              Property are merged into or revoked by this agreement.

     17.5     Severability. The invalidity of any provision of this Lease, as
              determined by a court of competent jurisdiction, shall in no way
              affect the validity of any other provision hereof.

     17.6     Time; Joint and Several Liability. Time is of the essence of this
              Lease in each and every provision hereof. All the terms,
              covenants, and conditions contained in this Lease to be performed
              by either party, if such party shall consist of more than one
              person or organization, shall be deemed to be joint and several,
              and all rights and remedies of the parties shall be cumulative and
              non-exclusive of any other remedy at law or in equity.

     17.7     Waiver. No waiver by Landlord of any provision hereof shall be
              deemed a waiver of any other provision hereof or of any subsequent
              breach by Tenant of the same or any other provision. Landlord's
              consent to or approval of any act shall not be deemed to render
              unnecessary the obtaining of Landlord's express written consent to
              or approval of any subsequent act by the Tenant. The acceptance of
              rent hereunder by Landlord shall not be a waiver of any succeeding
              breach by Tenant of any provision hereof, other than the failure
              of Tenant to pay the particular rent so accepted, regardless of
              Landlord's knowledge of such succeeding breach at the time of
              acceptance of such rent.

     17.8     Surrender of Premises. The voluntary or other surrender of this
              Lease by the Tenant, or mutual cancellation thereof, shall not
              work a merger, and shall, at the option of Landlord, terminate all
              or any existing subleases or subtenancies, or may, at the option
              of Landlord, operate as an assignment to it of any or all such
              subleases or subtenancies.

     17.9     Holding Over. If Tenant remains in possession of all or any part
              of any Leased Property after the expiration of the term of this
              Lease, with or without the express or implied consent of the
              Landlord, such tenancy shall be from month to month only, and not
              a renewal of this Lease or an extension for any further term. In
              such case, rent and other monetary sums due hereunder shall be
              payable in the amount and at the time specified in this Lease and
              such month-to-month tenancy shall be subject to every other term,
              covenant, and agreement contained herein. Base rent shall increase
              to 125% of the most recent base rent of the preceding term.

     17.10    Signs.

              (a)  Tenant shall have the right to erect such signs as it shall
                   elect, all in accordance with legal requirements.

              (b)  Any such signs described above shall be removed at the
                   expiration or earlier termination of the Lease at Tenant's






                                       19
<PAGE>   20

              expense and Tenant shall repair any damage to any Leased Property
              resulting from such removal. If Tenant fails to do so, Landlord
              may cause such removal and repair on Tenant's behalf at Tenant's
              expense.

     17.11    Reasonable Consent. Except as limited elsewhere in this Lease,
              wherever in this Lease Landlord and/or Tenant is required to give
              its consent or approval to any action on the part of the other,
              such consent or approval shall not be unreasonably withheld or
              delayed. In the event of failure to give any such consent, the
              other party shall be entitled to specific performance of law and
              shall have such other remedies as are reserved to it under this
              Lease.

     17.12    Interest on Past-Due Obligations. Except as expressly herein
              provided, any amount due to Landlord not paid when due shall bear
              interest at twelve percent (12.00%) per annum from the due date.
              Payment of such interest shall not excuse or cure any default by
              Tenant under this Lease. Payment of such interest is in addition
              to the late charge specified in Section 16.3 of this Lease.

     17.13    Recording. Tenant shall not record this Lease without Landlord's
              prior express written consent. Landlord and Tenant shall, at the
              request of either and at Tenant's expense, execute and record a
              short form or memorandum of Lease.

     17.14    Costs of Suit.

              (a)    If Tenant or Landlord shall bring any action for any
                     relief against the other, declaratory or otherwise, arising
                     out of this Lease, including any suit by Landlord for the
                     recovery of rent or possession of any Leased Property, the
                     prevailing party shall be entitled to an award of its
                     reasonable attorneys' fees and costs. Such fees and costs
                     shall include those fees and costs incurred at trial, on
                     appeal, or in any bankruptcy proceeding.

              (b)    Should Landlord, without fault on Landlord's part, be made
                     a party to any litigation instituted by Tenant or any third
                     party against Tenant, or by or against any person holding
                     under or using any Leased Property by license of Tenant, or
                     for the foreclosure of any lien for labor, material
                     furnished to or for Tenant or any such other person or
                     otherwise arising out of or resulting from any act or
                     transaction of Tenant, or of any such person, Tenant
                     covenants to defend, indemnify, and hold Landlord harmless
                     from any judgment rendered against Landlord or any Leased
                     Property, or any part thereof, and all costs and expenses,
                     including reasonable attorney fees, incurred by Landlord in
                     or in connection with such litigation.

     17.15    Binding Effect; Choice of Law. The parties hereto agree that
              all provisions hereof are to be construed as both covenants, and
              conditions as though the words importing such covenants and
              conditions were used in each separate paragraph hereof. Subject to
              any provisions hereof restricting assignment or subletting by




                                       20
<PAGE>   21

              the Tenant, all of the provisions hereof shall bind and inure to
              the benefit of the parties hereto, their respective heirs, legal
              representative, assigns, and successors. This Lease shall be
              governed by the laws of the State of Iowa.

     17.16    Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY,
              VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
              A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF,
              UNDER, OR IN CONNECTION WITH THIS LEASE OR ANY EXHIBIT HERETO,
              OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS
              (WHETHER VERBAL OR WRITTEN) MADE BY THE PARTIES HEREIN.

     17.17    Corporate Authority. If Tenant is a corporation, each
              individual executing this Lease on behalf of said corporation
              represents and warrants that he is duly authorized to execute
              and deliver this Lease on behalf of said corporation in
              accordance with a duly adopted resolution of the Board of
              Directors of said corporation, and that this Lease is binding
              upon said corporation in accordance with its terms.

     17.18    Representation of Landlord. Landlord represents and warrants
              that (i) it holds fee or leasehold title to the Leased
              Property subject to the Lease and has full power and authority
              to enter into this Lease; and (ii) each individual executing
              this Lease on behalf of Landlord represents and warrants that
              he is duly authorized to execute and deliver this Lease on
              behalf of the Landlord, and that this Lease is binding upon
              Landlord in accordance with its terms.

     17.19    Triple Net Lease. It is the intent of Landlord and Tenant that
              this Lease shall be an absolute triple-net lease, and that all
              costs, expenses or charges with respect to the Leased Property
              are the responsibility of Tenant.

     17.20    Notices. Any notice provided or permitted to be given under
              this Lease must be in writing and may be served by depositing
              same in the United States mail, addressed to the party to be
              notified, postage prepaid and certified, with return receipt
              requested, by delivering the same in person to such party, or
              by delivering the same by confirmed facsimile. Notice given in
              accordance herewith shall be effective upon the earlier of
              receipt at the address of the addressee or on the second (2nd)
              day following deposit of same in the United States mail as
              provided for herein, regardless of whether same is actually
              received. For purposes of notice, the addresses of the parties
              shall be as follows:

                           If to Tenant:    AmerUs Life Holdings, Inc.
                                            ATTN:  Tom C. Godlasky
                                            699 Walnut, Suite 2000
                                            Des Moines, Iowa  50309




                                       21
<PAGE>   22
                         If to Landlord:    AmerUs Properties, Inc.
                                            ATTN:  James A. McClarnon
                                            699 Walnut St., Suite 1700
                                            Des Moines, Iowa 50309

              Either party may change its address for notice by giving ten (10)
              days prior written notice thereof to the other party.

                                            LANDLORD: AMERUS PROPERTIES, INC.

                                            By: /s/ J. A. McClarnon
                                                -------------------------------
                                            Name/Title:  James A. McClarnon,
                                                         Vice President




                                            TENANT:  AMERUS LIFE HOLDINGS, INC.

                                            By: /s/ Gene Harris
                                                -------------------------------
                                            Name/Title:  Gene Harris,
                                                         Senior Vice President





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STATE OF IOWA     )
                  )  ss:
COUNTY OF POLK    )

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared James A. McClarnon, Vice President of
AmerUs Properties, Inc., known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said AmerUs Properties, Inc.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1st day of January 2000.

                                            /s/ Kathleen Zimmerman
                                        --------------------------------------
     [SEAL]                             Notary Public, State of Iowa

STATE OF IOWA     )
                  )  ss:
COUNTY OF POLK    )

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Gene Harris, Senior Vice President of
AmerUs Life Holdings, Inc., known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the act and deed of said AmerUs Life Insurance
Company.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1st day of January 2000.

                                            /s/ Kathleen Zimmerman
                                        --------------------------------------
     [SEAL]                             Notary Public, State of Iowa








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