<PAGE>   1
                                                                  EXHIBIT 10(iv)



                           SHORT TERM LEASE AGREEMENT

         This SHORT TERM LEASE AGREEMENT ("Agreement") is made and entered into
this 1st day of August, 2000, by and between TRANSWESTERN EAST BY SOUTHEAST,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, AS ("LANDLORD") AND INTELLIREADY,
INC., A COLORADO CORPORATION, AS ("TENANT").

                                   WITNESSETH

         WHEREAS, Landlord and Tenant are parties to that certain Lease
Agreement dated August 1, 2000 with respect to the certain Premises known as
Suite 136 (the "Lease") and located at EAST BY SOUTHEAST, 1390 SOUTH POTOMAC
STREET, SUITE 136, AURORA, COLORADO ("PREMISES"); and

         WHEREAS, Tenant desires to lease additional space in East by Southeast,
more particularly described as 1390 South Potomac, Suite 126, ("Building");

         NOW THEREFORE, in consideration of the mutual covenants and conditions
herein and for such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

1.       SHORT TERM PREMISES. Landlord hereby grants to Tenant the use of
         certain additional space ("Short Term Premises") in the Building,
         commonly known as East by Southeast, 1390 South Potomac, Suite 126, as
         designated and described on Exhibit "A" attached hereto and
         incorporated herein by this reference, subject to and in consideration
         of the payment of rent and the terms and conditions contained herein.

2.       TERM. The term hereof shall begin on August 4, 2000, and shall
         continue on a month-to-month basis thereafter. This Agreement, for the
         Short Term Premises, may be terminated by Landlord upon no less than
         thirty (30) days prior written notice to Tenant or by Tenant upon no
         less than thirty (30) days prior written notice to Landlord. In the
         event Tenant receives written notice from Landlord to terminate this
         agreement, Tenant agrees to vacate the space within thirty (30) days
         of notice and shall remove any and all items belonging to the Tenant
         and shall leave the space in a broom clean condition.

3.       BASE RENT. Tenant shall pay to Landlord a Base Rent for the use of the
         Short Term Premises the sum of Zero and 00/100 Dollars ($0.00) per
         month, in advance, on or before the first (1st) day of each calendar
         month during the term hereof, without demand, deduction or offset, in
         the same manner, at the same place and at the same time as set forth in
         the Lease for payment of rent.


                                      1
<PAGE>   2


4.       HOLDING OVER. In the event Tenant remains in possession of the Short
         Term Premises or any part thereof after the termination notice period
         has expired, the Base Rent fee as described in Paragraph 3, shall be
         charged at the rate of Seven Thousand Five Hundred Fifty and 00/100
         ($7,550.00) per month.

5.       USE. The Short Term Premises shall be used solely by Tenant for the
         purpose of a general office/warehouse and for no other use without the
         prior written consent of Landlord. Tenant shall not store any
         dangerous, offensive or hazardous materials on property, nor any
         perishable goods in the Short Term Premises. Tenant shall not permit
         the Short Term Premises to be used by any other person or for any
         commercial or income generating purposes. Tenant shall not permit, keep
         or store any property in the Short Term Premises nor allow the Premises
         to be used or occupied in any fashion which would result in
         cancellation of any insurance policy on the building, increase any risk
         of statute, ordinance, protective covenant, rule or regulation
         affecting the Building.

6.       COMPLETION OF SHORT TERM PREMISES. Tenant hereby accepts the Premises,
         in its present "as-is" condition, and Landlord shall have no liability
         or obligation for any improvements hereto or completion thereof.

7.       TENANT OBLIGATIONS. Landlord shall provide the Short Term Premises with
         water and refuse removal. All other expenses relating to the Short Term
         Premises, including, but limited to electrical and janitorial service,
         shall be at Tenant's sole expense.

8.       INSURANCE. The insurance provision of the Lease shall also apply to the
         Short Term Premises and the insurance coverage's obtained by Tenant
         with respect to the lease shall also apply to the Short Term Premises.
         Landlord shall not be liable to Tenant for any damage, loss or risk to
         any persons or any property of Tenant within the Short Term Premises,
         nor from any injury or damage resulting from fire, explosion, falling
         plaster, steam, gas, electricity, water or rain, sprinkler systems,
         vandalism, criminal activity of third persons, or otherwise and Tenant
         hereby waives, releases and expense associated therewith; it being
         understood and agreed that Tenant expressly, assumes the risk of
         damages or loss to persons and property placed in Short Term Premises.

9.       ACCESS, DELIVERY, RULES AND REGULATIONS. Tenant shall be responsible
         for keeping the access doors to the Short Term Premises locked and
         secured at all times, except when immediately in use. Tenant shall
         comply with all rules and regulations which Landlord may, from time to
         time, adopt with respect to the Short Term Premises and access and
         deliveries thereto.


                                       2
<PAGE>   3


10.      CONFLICT, INCORPORATION OF LEASE. In the event of any conflict or
         express inconsistency between the terms of this Short Term Lease
         Agreement and the terms of the Lease, the terms of this Short Term
         Lease Agreement shall control and govern with respect to the Short Term
         Premises only. In all other respects, the terms and conditions of the
         Lease not expressly inconsistent or in conflict with the terms of this
         Short Term Lease Agreement are hereby incorporated into and shall
         apply, in all respects to the Short Term Premises.

11.      CONTINGENCY. This Short Term Lease Agreement is strictly contingent
         upon Landlord entering into a lease agreement with IntelliReady, Inc.,
         a Colorado corporation, to lease Suite 136 at East by Southeast, 1390
         South Potomac Street, Aurora, Colorado.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first set forth above.


                              LANDLORD:

                              TRANSWESTERN EAST BY SOUTHEAST, L.L.C.,
                              a Delaware limited liability company
                              Transwestern Investment Company, L.L.C. as Agent

                              By: /s/ SCOTT A. TAUSK
                                 -----------------------------------------------
                              Name:   SCOTT A. TAUSK
                                   ---------------------------------------------
                              Title:  SENIOR VICE PRESIDENT
                                    --------------------------------------------



                              TENANT:

                              INTELLIREADY, INC.,
                              a Colorado corporation

                              By: /s/ THOMAS J. WIENS
                                 -----------------------------------------------
                              Name:   THOMAS J. WIENS
                                   ---------------------------------------------
                              Title:  CHAIRMAN
                                    --------------------------------------------


                                       3
<PAGE>   4




                                   EXHIBIT A

                  OUTLINE AND LOCATION OF SHORT TERM PREMISES

SUITE 126

                                  [FLOOR PLAN]








                                       4
<PAGE>   5


                            INDUSTRIAL BUILDING LEASE

                                     BETWEEN



                     TRANSWESTERN EAST BY SOUTHEAST, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY
                                  ("LANDLORD")


                                       AND


                               INTELLIREADY, INC.,
                             A COLORADO CORPORATION
                                   ("TENANT")


                           DATE OF LEASE    8/1/00
                                          -----------

                   BUILDING - EAST BY SOUTHEAST, BUILDING 1390




<PAGE>   6


                                TABLE OF CONTENTS

<TABLE>

<S>             <C>                                                   <C>

           1.   DEFINITIONS ........................................   1

           2.   LEASE GRANT ........................................   4

           3.   ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION .........   4

           4.   USE ................................................   5

           5.   BASE RENTAL ........................................   6

           6.   SECURITY DEPOSIT ...................................   6

           7.   SERVICES TO BE FURNISHED BY LANDLORD ...............   7

           8.   LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY ...........   7

           9.   SIGNAGE ............................................   8

          10.   REPAIRS AND ALTERATIONS BY TENANT ..................   8

          11.   USE OF ELECTRICAL SERVICES BY TENANT ...............   9

          12.   ENTRY BY LANDLORD ..................................  10

          13.   ASSIGNMENT AND SUBLETTING ..........................  10

          14.   MECHANIC'S LIENS ...................................  11

          15.   INSURANCE ..........................................  12

          16.   INDEMNITY ..........................................  13

          17.   DAMAGES FROM CERTAIN CAUSES ........................  13

          18.   CASUALTY DAMAGE ....................................  14

          19.   CONDEMNATION .......................................  14

          20.   HAZARDOUS SUBSTANCES ...............................  15

          21.   AMERICANS WITH DISABILITIES ACT ....................  16

          22.   EVENTS OF DEFAULT ..................................  16

          23.   REMEDIES ...........................................  17

          24.   NO WAIVER ..........................................  20

          25.   PEACEFUL ENJOYMENT .................................  20
</TABLE>

                                       i
<PAGE>   7
<TABLE>
<S>            <C>                                                   <C>
          26.  SUBSTITUTION .......................................  21

          27.  HOLDING OVER .......................................  21

          28.  SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE .....  21

          29.  NOTICE .............................................  22

          30.  LANDLORD'S LIEN ....................................  22

          31.  SURRENDER OF PREMISES ..............................  22

          32.  RIGHTS RESERVED TO LANDLORD ........................  23

          33.  MISCELLANEOUS ......................................  23

          34.  ENTIRE AGREEMENT ...................................  25

          35.  LIMITATION OF LIABILITY ............................  25

          36.  PARKING ............................................  26

          EXHIBIT A-LEGAL DESCRIPTION

          EXHIBIT B-OUTLINE AND LOCATION OF PREMISES

          EXHIBIT C-RULES AND REGULATIONS

          EXHIBIT D-PAYMENT OF BASIC COSTS

          EXHIBIT E-WORK LETTER

          EXHIBIT F-TENANT'S EXPANSION OPTION/RIGHT OF FIRST OFFER

          EXHIBIT G-RENEWAL OPTION

          EXHIBIT H-ROOFTOP COMMUNICATIONS

</TABLE>


                                      ii

<PAGE>   8



                       INDUSTRIAL BUILDING LEASE AGREEMENT


This Industrial Building Lease Agreement (the "LEASE"), made and entered into on
this the 1st day of August, 2000, between Transwestern East by Southeast,
L.L.C., a(n) Delaware limited liability company ("LANDLORD") and IntelliReady,
Inc., a(n) Colorado corporation ("TENANT").

                                  WITNESSETH:

1.  DEFINITIONS. The following are definitions of some of the defined terms
used in this Lease. The definition of other defined terms are found throughout
this Lease.

     A. "BUILDING" shall mean the industrial building at 1390 South Potomac
     Street, Aurora, State of Colorado, currently known as East by Southeast.

     B. "BASE RENT": Base Rent will be paid according to the following schedule,
     subject to the provisions of Section 5. hereof. For the purposes of this
     Section 1.B., "LEASE YEAR" shall mean the twelve (12) month period
     commencing on the Commencement Date, and on each anniversary of the
     Commencement Date.

<TABLE>
<CAPTION>
                                                               MONTHLY INSTALLMENTS
         PERIOD                  ANNUAL BASE RENT                  OF BASE RENT
     ------------               -----------------              --------------------
<S>                             <C>                            <C>
     MONTHS 01-12                  $ 93,470.04                     $7,789.17
     MONTHS 13-30                  $100,480.20                     $8,373.35
     MONTHS 31-48                  $109,827.24                     $9,152.27
</TABLE>

     The Base Rent due for the first month during the Lease Term (hereinafter
     defined) shall be paid by Tenant to Landlord contemporaneously with
     Tenant's execution hereof.

     C. "ADDITIONAL RENT": shall mean Tenant's Pro Rata Share of Basic Costs
     (hereinafter defined) and any other sums (exclusive of Base Rent) that are
     required to be paid to Landlord by Tenant hereunder, which sums are deemed
     to be Additional Rent under this Lease. Additional Rent and Base Rent are
     sometimes collectively referred to herein as "Rent."

     D. "BASIC COSTS" shall mean all direct and indirect costs and expenses
     incurred in connection with the Building as more fully defined in EXHIBIT D
     attached hereto.

     E. "SECURITY DEPOSIT" shall mean the sum of Thirty Seven Thousand Five
     Hundred and 00/100 Dollars ($37,500.00). The Security Deposit shall be paid
     by Tenant to Landlord contemporaneously with Tenant's execution hereof.

     F. "COMMENCEMENT DATE", "LEASE TERM" and "TERMINATION DATE" shall have the
     meanings set forth in subsection I.F.(l) below:

        (1)   The "LEASE TERM" shall mean a period of forty-eight (48) months
              commencing on the later to occur of (a) October 1, 2000 (the
              "TARGET COMMENCEMENT DATE") and (b) the date upon which Landlord's
              Work in the Premises has been substantially completed as such date
              is determined pursuant to Section 3.A. hereof (the later to occur
              of such dates being defined as the "COMMENCEMENT DATE"). The
              "TERMINATION DATE" shall, unless sooner terminated as provided
              herein, mean the last day of the Lease Term. Notwithstanding the
              foregoing, if the Termination Date, as determined herein, does not


                                       1
<PAGE>   9



                  occur on the last day of a calendar month, the Lease Term
                  shall be extended by the number of days necessary to cause the
                  Termination Date to occur on the last day of the last calendar
                  month of the Lease Term. Tenant shall pay Base Rent and
                  Additional Rent for such additional days at the same rate
                  payable for the portion of the last calendar month immediately
                  preceding such extension. The Commencement Date, Lease Term
                  (including any extension by Landlord pursuant to this
                  subsection l.F.(2) and Termination Date shall be set forth in
                  a Commencement Letter prepared by Landlord and executed by
                  Tenant in accordance with the provisions of Section 3.A.
                  hereof.

         G. "PREMISES" shall mean the space located within the Building and
         commonly known as Suite 136 and outlined on EXHIBIT B to this Lease.

         H. "APPROXIMATE RENTABLE AREA IN THE PREMISES" shall mean the area
         contained within the demising walls of the Premises and any other area
         designated for the exclusive use of Tenant plus an allocation of the
         Tenant's pro rata share of the square footage of the "Common Areas" and
         the "Service Areas" (as defined below). For purposes of the Lease it is
         agreed and stipulated by both Landlord and Tenant that the Approximate
         Rentable Area in the Premises is 9,347 square feet.

         I. The "APPROXIMATE RENTABLE AREA IN THE BUILDING" is 144,330 square
         feet. The Approximate Rentable Area in the Premises and the Approximate
         Rentable Area in the Building as set forth herein may be revised at
         Landlord's election if Landlord's architect determines such estimate to
         be inaccurate in any material degree after examination of the final
         drawings of the Premises and the Building.

         J. "TENANT'S PRO RATA SHARE" shall mean Six Point Four Seven Six One
         percent (6.4761%) which is the quotient (expressed as a percentage),
         derived by dividing the Approximate Rentable Area in the Premises by
         the Approximate Rentable Area in the Building.

         K. "PERMITTED USE" shall mean general office/warehouse and no other use
         or purpose.

         L. "BASE YEAR" shall mean 2000.

         M. "GUARANTOR(S)" shall mean N/A.

         N. "BROKER" shall mean Transwestern Commercial Services.

         O. "BUILDING MANAGER" shall mean Transwestern Commercial Services or
         such other company as Landlord shall designate from time to time.

         P. "BUILDING STANDARD", shall mean the type, brand, quality and/or
         quantity of materials Landlord designates from time-to-time to be the
         minimum quality and/or quantity to be used in the Building or the
         exclusive type, grade, quality and/or quantity of material to be used
         in the Building.

         Q. "BUSINESS DAY(S)" shall mean Mondays through Fridays exclusive of
         the normal business holidays of New Year's Day, Memorial Day,
         Independence Day, Labor Day, Thanksgiving Day and Christmas Day
         ("HOLIDAYS"). Landlord, from time to time during the Lease Term, shall
         have the right to designate additional Holidays, provided such
         additional Holidays are commonly recognized by other industrial
         buildings in the area where the Building is located.

         R. "COMMON AREAS" shall mean those areas located within the Building or
         on the Property used for corridors, elevator foyers, mail rooms,
         restrooms, mechanical rooms, elevator mechanical rooms, property
         management office, janitorial closets, electrical and telephone
         closets, vending areas, and lobby areas (whether at ground level or
         otherwise), entrances, exits, sidewalks, skywalks, tunnels, driveways,
         parking areas and parking garages and landscaped areas and other
         similar facilities provided for the common use or benefit of tenants
         generally and/or the public.


                                       2
<PAGE>   10






S. "DEFAULT RATE" shall mean the lower of (i) the Prime Rate plus six percent
(6%) or (ii) the Maximum Rate.

T. "MAXIMUM RATE" shall mean the highest rate of interest from time-to-time
permitted under applicable federal and state law.

U. "NORMAL BUSINESS HOURS" for the Building shall mean 8:00 a.m. to 6:00 p.m.
Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of
Holidays.

V. "PRIME RATE" shall mean the per annum interest rate announced by and quoted
in the Wall Street Journal from time-to-time as the prime or base rate.

W. "PROPERTY" shall mean the Building and the parcel(s) of land on which it is
located, other improvements located on such land, adjacent parcels of land that
Landlord operates jointly with the Building, and other buildings and
improvements located on such adjacent parcels of land.

X. "SERVICE AREAS" shall mean those areas within the Building used for stairs,
elevator shafts, flues, vents, stacks, pipe shafts and other vertical
penetrations (but shall not include any such areas for the exclusive use of a
particular tenant).

Y. "NOTICE ADDRESSES" shall mean the following addresses for Tenant and
Landlord, respectively:

Tenant:

IntelliReady. Inc.
----------------------------------------------------
1390 South Potomac
----------------------------------------------------
Suite 136
----------------------------------------------------
Aurora, Colorado 80012
----------------------------------------------------

with a copy to:

----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------

Landlord:

Transwestern Commercial Services
----------------------------------------------------
5889 South Greenwood Plaza Boulevard
----------------------------------------------------
Englewood, Colorado 80111
----------------------------------------------------
Attn: Property Manager

Payments of Rent only shall be made payable to the order of:

Transwestern Commercial Services

at the following address:

Transwestern Commercial Services
----------------------------------------------------
Attn: Property Manager - East by Southeast
----------------------------------------------------
5889 Greenwood Plaza Boulevard. Suite 205
----------------------------------------------------
Greenwood Village. Colorado 80111
----------------------------------------------------


or such other name and address as Landlord shall, from time to time, designate.


                                       3
<PAGE>   11


2. LEASE GRANT. Subject to and upon the terms herein set forth, Landlord leases
to Tenant and Tenant leases from Landlord the Premises together with the right,
in common with others, to use the Common Areas.

3. ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.

         A. If the Lease Term, Commencement Date and Termination Date are to be
         determined in accordance with Section I.F.2. above, the Lease Term
         shall not commence until the later to occur of the Target Commencement
         Date and the date that Landlord has substantially completed the work to
         be performed by Landlord as set forth in the Work Letter Agreement
         attached hereto as EXHIBIT E ("LANDLORD'S WORK"); provided, however,
         that if Landlord shall be delayed in substantially completing the
         Landlord Work as a result of the occurrence of any of the following (a
         "DELAY"):

                  (1)      Tenant's failure to furnish information in accordance
                           with the Work Letter Agreement or to respond to any
                           request by Landlord for any approval of information
                           within any time period prescribed, or if no time
                           period is prescribed, then within two (2) Business
                           Days of such request; or

                  (2)      Tenant's insistence on materials, finishes or
                           installations that have long lead times after having
                           first been informed by Landlord that such materials,
                           finishes or installations will cause a Delay; or

                  (3)      Changes in any plans and specifications requested by
                           Tenant; or

                  (4)      The performance or nonperformance by a person or
                           entity employed by on or behalf of Tenant in the
                           completion of any work in the Premises (all such work
                           and such persons or entities being subject to prior
                           approval of Landlord); or

                  (5)      Any request by Tenant that Landlord delay the
                           completion of any of the Landlord's Work; or

                  (6)      Any breach or default by Tenant in the performance of
                           Tenant's obligations under this Lease; or

                  (7)      Any delay resulting from Tenant's having taken
                           possession of the Premises for any reason prior to
                           substantial completion of the Landlord's Work; or

                  (8)      Any other delay chargeable to Tenant, its agents,
                           employees or independent contractors;

         then, for purposes of determining the Commencement Date, the date of
         substantial completion shall be deemed to be the day that said
         Landlord's Work would have been substantially completed absent any such
         Delay(s). The Landlord's Work shall be deemed to be substantially
         completed on the date that Landlord's Work has been performed (or would
         have been performed absent any Delay(s), other than any details of
         construction, mechanical adjustment or any other matter, the
         noncompletion of which does not materially interfere with Tenant's use
         of the Premises. The adjustment of the Commencement Date and,
         accordingly, the postponement of Tenant's obligation to pay Base Rent
         and other sums due hereunder shall be Tenant's sole remedy and shall
         constitute full settlement of all claims that Tenant might otherwise
         have against Landlord by reason of the Premises not being ready for
         occupancy by Tenant on the Target Commencement Date. Promptly after the
         determination of the Commencement Date, Landlord and Tenant shall enter
         into a letter agreement (the "COMMENCEMENT LETTER") on the form
         attached hereto as EXHIBIT G setting forth the Commencement Date, the
         Termination Date and any other dates that are affected by the
         adjustment of the Commencement Date. If this Lease requires Landlord to
         perform Landlord's Work in the Premises, the Commencement Letter shall
         identity any minor incomplete items of the Landlord's Work as
         reasonably determined by Landlord's architect (the "PUNCHLIST ITEMS"),
         which Punchlist Items Landlord shall promptly remedy. Tenant, within
         five (5) days after receipt thereof from Landlord, shall execute the
         Commencement


                                       4
<PAGE>   12



         Letter and return the same to Landlord. Notwithstanding anything herein
         to the contrary, Landlord may elect, by written notice to Tenant, not
         to adjust the Commencement Date as provided above if such adjustment
         would cause Landlord to be in violation of the existing rights granted
         to any other tenant of the Building. If Landlord elects not to adjust
         the Commencement Date, the Commencement Date shall be the Target
         Commencement Date, provided that Base Rent and Additional Rent shall
         not commence until the date that Landlord's Work has been substantially
         completed (or would have been substantially completed absent any
         Delays).

         B. By taking possession of the Premises, Tenant is deemed to have
         accepted the Premises and agreed that the Premises is in good order and
         satisfactory condition, with no representation or warranty by Landlord
         as to the condition of the Premises or the Building or suitability
         thereof for Tenant's use.

         C. Notwithstanding anything to the contrary contained in this Lease,
         Landlord shall not be obligated to tender possession of any portion of
         the Premises or other space leased by Tenant from time to time
         hereunder that, on the date possession is to be delivered, is occupied
         by a tenant or other occupant or that is subject to the rights of any
         other tenant or occupant, nor shall Landlord have any other obligations
         to Tenant under this Lease with respect to such space until the date
         Landlord: (1) recaptures such space from such existing tenant or
         occupant; and (2) regains the legal right to possession thereof. This
         Lease shall not be affected by any such failure to deliver possession
         and Tenant shall have no claim for damages against Landlord as a result
         thereof, all of which are hereby waived and released by Tenant. If
         Landlord is prevented from delivering possession of the Premises to
         Tenant due to the holding over in possession of the Premises by a
         tenant or other occupant thereof, Landlord shall use reasonable efforts
         to regain possession of the Premises in order to deliver the same to
         Tenant. If the Lease Term is to be determined pursuant to Section
         1.F.(l) hereof, the Commencement Date shall be postponed until the date
         Landlord delivers possession of the Premises to Tenant, in which event
         the Termination Date shall, at the option of Landlord, correspondingly
         be postponed on a per diem basis. If the Lease Term is to be determined
         pursuant to Section 1.F.(2), the Commencement Date and Termination
         Date shall be determined as provided in Section 3.A. above.

         D. If Tenant takes possession of the Premises prior to the Commencement
         Date, such possession shall be subject to all the terms and conditions
         of the Lease and Tenant shall pay Base Rent and Additional Rent to
         Landlord for each day of occupancy prior to the Commencement Date.
         Notwithstanding the foregoing, if Tenant, with Landlord's prior
         approval, takes possession of the Premises prior to the Commencement
         Date for the sole purpose of performing any Landlord-approved
         improvements therein or installing furniture, equipment or other
         personal property of Tenant, such possession shall be subject to all of
         the terms and conditions of the Lease, except that Tenant shall not be
         required to pay Rent with respect to the period of time prior to the
         Commencement Date during which Tenant performs such work. Tenant shall,
         however, be liable for the cost of any services (e.g. electricity,
         HVAC, freight elevators) that are provided to Tenant or the Premises
         during the period of Tenant's possession prior to the Commencement
         Date. Nothing herein shall be construed as granting Tenant the right to
         take possession of the Premises prior to the Commencement Date, whether
         for construction, fixturing or any other purpose, without the prior
         consent of Landlord.

4. USE. The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's sole judgement, creates a nuisance or which would increase the cost
of insurance coverage with respect to the Building. Tenant will conduct its
business and control its agents, servants, employees, customers, licensees, and
invitees in such a manner as not to interfere with, annoy or disturb other
tenants or Landlord in the management of the Building and the Property. Tenant
will maintain the Premises in a clean and healthful condition, and comply with
all laws, ordinances, orders, rules and regulations of any governmental entity
with reference to the use, condition, configuration or occupancy of the
Premises. Tenant, within ten (10) days after the receipt thereof, shall provide
Landlord with copies of any notices it receives with respect to a violation or
alleged violation of any such laws, ordinances, orders, rules and regulations.
Tenant, at its expense, will comply with the rules and regulations of the
Building attached hereto as EXHIBIT C and such other rules and regulations
adopted and altered by Landlord from


                                       5

<PAGE>   13


time-to-time and will cause all of its agents, employees, invitees and visitors
to do so. All such changes to rules and regulations will be reasonable and shall
be sent by Landlord to Tenant in writing.

5. BASE RENT.

         A. Tenant covenants and agrees to pay to Landlord during the Lease
         Term, without any setoff or deduction except as otherwise expressly
         provided herein, the full amount of all Base Rent and Additional Rent
         due hereunder and the full amount of all such other sums of money as
         shall become due under this Lease (including, without limitation, any
         charges for replacement of electric lamps and ballasts and any other
         services, goods or materials furnished by Landlord at Tenant's
         request), all of which hereinafter may be collectively called "RENT."
         In addition Tenant shall pay and be liable for, as Additional Rent, all
         rent, sales and use taxes or other similar taxes, if any, levied or
         imposed by any city, state, county or other governmental body having
         authority, such payments to be in addition to all other payments
         required to be paid to Landlord by Tenant under the terms and
         conditions of this Lease. Any such payments shall be paid concurrently
         with the payments of the Rent on which the tax is based. The Base Rent
         and Additional Rent for each calendar year or portion thereof during
         the Lease Term, shall be due and payable in advance in monthly
         installments of the first day of each calendar month during the Lease
         Term and any extensions or renewals hereof, and Tenant hereby agrees to
         pay such Base Rent and Additional Rent to Landlord without demand. If
         the Lease Term commences on a day other than the first day of a month
         or terminates on a day other than the last day of a month, then the
         installments of Base Rent and Additional Rent for such month or months
         shall be prorated, based on the number of days in such month. No
         payment by Tenant or receipt or acceptance by Landlord of a lesser
         amount than the correct installment of Rent due under this Lease shall
         be deemed to be other than a payment on account of the earliest Rent
         due hereunder, nor shall any endorsement or statement on any check or
         any letter accompanying any check or payment be deemed an accord and
         satisfaction, and Landlord may accept such check or payment without
         prejudice to Landlord's right to recover the balance or pursue any
         other available remedy. The acceptance by Landlord of an installment of
         Rent on a date after the due date of such payment shall not be
         construed to be a waiver of Landlord's right to declare a default for
         any other late payment. All amounts received by Landlord from Tenant
         hereunder shall be applied first to the earliest accrued and unpaid
         Rent then outstanding. Tenant's covenant to pay Rent shall be
         independent of every other covenant set forth in this Lease.

         B. To the extent allowed by law, all installments of Rent not paid when
         due shall bear interest at the Default Rate from the date due until
         paid. In addition, if Tenant fails to pay any installment of Base Rent
         and Additional Rent or any other item of Rent when due and payable
         hereunder, a "LATE CHARGE" equal to five percent (5%) of such unpaid
         amount will be due and payable immediately by Tenant to Landlord.

         C. The Additional Rent payable hereunder shall be adjusted from
         time-to-time in accordance with the provisions of EXHIBIT D attached
         hereto and incorporated herein for all purposes.

6. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease including but not limited to those
set forth in Section 10 hereof, it being expressly understood that the Security
Deposit shall not be considered an advance payment of Rent or a measure of
Tenant's liability for damages in case of default by Tenant. Landlord shall have
no fiduciary responsibilities or trust obligations whatsoever with regard to the
Security Deposit and shall not assume the duties of a trustee for the Security
Deposit. Landlord may, from time-to-time, without prejudice to any other remedy
and without waiving such default, use the Security Deposit to the extent
necessary to cure or attempt to cure, in whole or in part, any default of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the termination
of this Lease, the balance of the Security Deposit remaining after any such
application shall be returned by Landlord to Tenant within sixty (60) days
thereafter. If Landlord transfers its interest in the Premises during the term
of this Lease, Landlord may assign the Security Deposit to the transferee and
thereafter shall have no further liability for the return of


                                       6
<PAGE>   14


such Security Deposit. Tenant agrees to look solely to such transferee or
assignee or successor thereof for the return of the Security Deposit. Landlord
and its successors and assigns shall not be bound by any actual or attempted
assignment or encumbrance of the Security Deposit by Tenant. Landlord shall not
be required to keep the Security Deposit separate from its other accounts.

7. SERVICES TO BE FURNISHED BY LANDLORD.

         A. Landlord agrees to furnish Tenant the following services:

                  (1)      Water for use in the lavatories on the floor(s) on
                           which the Premises is located. If Tenant desires
                           water in the Premises for any approved reason,
                           including a private lavatory or kitchen, cold water
                           shall be supplied, at Tenant's sole cost and expense,
                           from the Building water main through a line and
                           fixtures installed at Tenant's sole cost and expense
                           with the prior reasonable consent of Landlord. If
                           Tenant desires hot water in the Premises, Tenant, at
                           its sole cost and expense and subject to the prior
                           reasonable consent of Landlord, may install a hot
                           water heater in the Premises. Tenant shall be solely
                           responsible for the maintenance and repair of any
                           such water heater.

                  (2)      Maintenance and repair of all Common Areas in the
                           manner and to the extent reasonably deemed by
                           Landlord to be standard for buildings of similar
                           class, age and location.

                  (3)      Electricity to the Premises in accordance with and
                           subject to the terms and conditions of Section 11. of
                           this Lease.

         B. If Tenant requests any other utilities or building services in
         addition to those identified above, or any of the above utilities or
         building services in frequency, scope, quality or quantities
         substantially greater than the standards set by Landlord for the
         Building, then Landlord shall use reasonable efforts to attempt to
         furnish Tenant with such additional utilities or building services.
         Landlord may impose a reasonable charge for such additional utilities
         or building services, which shall be paid monthly by Tenant as
         Additional Rent on the same day that the monthly installment of Base
         Rent is due.

         C. Except as otherwise expressly provided herein, the failure by
         Landlord to any extent to furnish, or the interruption or termination
         of these defined services in whole or in part, resulting from adherence
         to laws, regulations and administrative orders, wear, use, repairs,
         improvements alterations or any causes beyond the reasonable control of
         Landlord shall not render Landlord liable in any respect nor be
         construed as a constructive eviction of Tenant, nor give rise to an
         abatement of Rent, nor relieve Tenant from the obligation to fulfill
         any covenant or agreement hereof. Should any of the equipment or
         machinery used in the provision of such services for any cause cease to
         function properly, Landlord shall use reasonable diligence to repair
         such equipment or machinery.

         D. The Landlord shall have the roof of the Premises repaired and
         resealed, where necessary, in a good and workmanlike manner before
         November 1, 2000. In addition, the Landlord shall be responsible for
         all repairs for the roof not caused by Tenant throughout the term of
         the Lease.

         E. The Landlord shall warrant that all of the roof top HVAC units for
         the Premises shall be operational and in good working order prior to
         Tenant's occupancy of the Premises. However, Tenant shall maintain the
         HVAC units as required per this Lease.

8. LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY. All fixtures, equipment,
improvements and appurtenances attached to, or built into, the Premises at the
commencement of or during the Lease Term, whether or not by, or at the expense
of, Tenant ("LEASEHOLD IMPROVEMENTS"), shall be and remain a part of the
Premises; shall be the property of Landlord; and shall not be removed by Tenant
except as expressly provided herein. All unattached and moveable partitions,
trade fixtures, moveable equipment or furniture located in the Premises and
acquired by or for the account of Tenant, without expense to Landlord, which can
be removed without structural damage to the Building or Premises, and all
personalty brought into the Premises by Tenant ("TENANT'S PROPERTY") shall be
owned and insured by Tenant. Landlord may,


                                       7
<PAGE>   15

nonetheless, at any time prior to, or within one (1) month after, the expiration
or earlier termination of this Lease or Tenant's right to possession, require
Tenant to remove any Leasehold Improvements performed by or for the benefit of
Tenant and all electronic, phone and data cabling as are designated by Landlord
(the "REQUIRED REMOVABLES") at Tenant's sole cost. In the event that Landlord so
elects, Tenant shall remove such Required Removables within ten (10) days after
notice from Landlord, provided that in no event shall Tenant be required to
remove such Required Removables prior to the expiration or earlier termination
of this Lease or Tenant's right to possession. In addition to Tenant's
obligation to remove the Required Removables, Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably necessary to
restore the Premises to a "move in" condition. If Tenant fails to remove any
specified Required Removables or to perform any required repairs and restoration
within the time period specified above, Landlord, at Tenant's sole cost and
expense, may remove the Required Removables (and repair any damage occasioned
thereby) and dispose thereof or deliver the Required Removables to any other
place of business of Tenant, or warehouse the same, and Tenant shall pay the
cost of such removal, repair, delivery, or warehousing of the Required
Removables within five (5) days after demand from Landlord.

9. SIGNAGE. Landlord shall provide and install through Landlord's approved
signage vendor, at Tenant's cost, all letters or numerals on the exterior of the
Premises; all such letters and numerals shall be in the standard graphics for
the Building and no others shall be used or permitted on the Premises without
Landlord's prior written consent. Tenant will be permitted up to two (2) panels
(such panels shall not be adjacent) for Building standard signage. Building
standard signage shall conform with the dimensions of other tenant's signage at
the property and the size and design of such signage shall be subject to
Landlord's approval. Tenant shall also be permitted to place one (1) company
logo on the main entry into the Premises. The logo shall be at Tenant's sole
cost and expense and Tenant shall utilize Landlord's approved signage vendor.
The size and design of the logo shall be subject to Landlord's approval. In
addition, Landlord will list Tenant's name in the Building's directory, if any.

10. REPAIRS AND ALTERATIONS BY TENANT.

         A. Except to the extent such obligations are imposed upon Landlord
         hereunder, Tenant shall, at its sole cost and expense, maintain the
         Premises in good order, condition and repair throughout the entire
         Lease Term, ordinary wear and tear excepted. Tenant agrees to keep the
         areas visible from outside the Premises in a neat, clean and attractive
         condition at all times. Tenant shall be responsible for all repairs
         replacements and alterations in and to the Premises, Building and
         Property and the facilities and systems thereof, the need for which
         arises out of (1) Tenant's use or occupancy of the Premises, (2) the
         installation, removal, use or operation of Tenant's Property (as
         defined in Section 8. above), (3) the moving of Tenant's Property into
         or out of the Building, or (4) the act, omission, misuse or negligence
         of Tenant, its agents, contractors, employees or invitees. Tenant shall
         be responsible for repair, maintenance and replacement, if necessary,
         of the HVAC system and equipment serving the Premises. All such
         repairs, replacements or alterations shall be performed in accordance
         with Section 10.B. below and the rules, policies and procedures
         reasonably enacted by Landlord from time to time for the performance of
         work in the Building. If Tenant fails to maintain the Premises in good
         order, condition and repair, Landlord shall give Tenant notice to
         perform such acts as are reasonably required to so maintain the
         Premises. If Tenant fails to promptly commence such work and diligently
         pursue it to its completion, then Landlord may, at is option, make such
         repairs, and Tenant shall pay the cost thereof to Landlord on demand as
         Additional Rent, together with an administration charge in an amount
         equal to ten percent (10%) of the cost of such repairs. Landlord shall,
         at its expense (except as included in Basic Costs) keep and maintain in
         good repair and working order and make all repairs to and perform
         necessary maintenance upon: (a) all structural elements of the
         Building; and (b) all mechanical, electrical and plumbing systems that
         serve the Building in general; and (c) the Building facilities common
         to all tenants including but not limited to, the ceilings, walls and
         floors in the Common Areas.

         B. Tenant shall not make or allow to be made any alterations, additions
         or improvements to the Premises, without first obtaining the written
         consent of Landlord in each such instance, which consent may be refused
         or given on such conditions as Landlord may elect. Prior to commencing
         any such


                                       8
<PAGE>   16



         work and as a condition to obtaining Landlord's consent, Tenant must
         furnish Landlord with plans and specifications acceptable to Landlord;
         names and addresses of contractors reasonably acceptable to Landlord;
         copies of contracts; necessary permits and approvals; evidence of
         contractor's and subcontractor's insurance in accordance with Section
         15. hereof; and a payment bond or other security, all in form and
         amount satisfactory to Landlord. Tenant shall be responsible for
         insuring that all such persons procure and maintain insurance coverage
         against such risks, in such amounts and with such companies as Landlord
         may require, including, but not limited to, Builder's Risk and Worker's
         Compensation insurance. All such improvements, alterations or additions
         shall be constructed in a good and workmanlike manner using Building
         Standard materials or other new materials of equal or greater quantity.
         Landlord, to the extent reasonably necessary to avoid any disruption to
         the tenants and occupants of the Building, shall have the right to
         designate the time when any such alterations, additions and
         improvements may be performed and to otherwise designate reasonable
         rules, regulations and procedures for the performance of work in the
         Building. Upon completion, Tenant shall furnish "as-built" plans,
         contractor's affidavits and full and final waivers of lien and
         receipted bills covering all labor and materials. All improvements,
         alterations and additions shall comply with the insurance requirements,
         codes, ordinances, laws and regulations, including without limitation,
         the Americans with Disabilities Act. Tenant shall reimburse Landlord
         upon demand for all sums, if any, expended by Landlord for third party
         examination of the architectural, mechanical, electrical and plumbing
         plans for any alterations, additions or improvements. In addition, if
         Landlord so requests, Landlord shall be entitled to oversee the
         construction of any alterations, additions or improvements that may
         affect the structure of the Building or any of the mechanical,
         electrical, plumbing or life safety systems of the Building. In the
         event Landlord elects to oversee such work, Landlord shall be entitled
         to receive a fee for such oversight in an amount equal to ten percent
         (10%) of the cost of such alterations, additions or improvements.
         Landlord's approval of Tenant's plans and specifications for any work
         performed for or on behalf of Tenant shall not be deemed to be
         representation by Landlord that such plans and specifications comply
         with applicable insurance requirements, building codes, ordinances,
         laws or regulations or that the alterations, additions and improvements
         constructed in accordance with such plans and specifications will be
         adequate for Tenant's use.

11. USE OF ELECTRICAL SERVICES BY TENANT.

         A. All electricity used by Tenant in the Premises shall, at Landlord's
         option, be paid for by Tenant either: (1) through inclusion in Base
         Rent and Basic Costs (except as provided in Section 11.B. below with
         respect to excess usage); or (2) by a separate charge billed directly
         to Tenant by Landlord and payable by Tenant as Additional Rent within
         ten (10) days after billing; or (3) by a separate charge or charges
         billed by the utility company(ies) providing electrical service and
         payable by Tenant directly to such utilities company(ies). Landlord
         shall have the right at any time and from time-to-time during the Lease
         Term to contract for electricity service from such providers of such
         services as Landlord shall elect (each being an "ELECTRIC SERVICE
         PROVIDER"). Tenant shall cooperate with Landlord, and the applicable
         Electric Service Provider, at all times and, as reasonably necessary,
         shall allow Landlord and such Electric Service Provider reasonable
         access to the Building's electric lines, feeders, risers, wiring, and
         any other machinery within the Premises. Landlord shall in no way be
         liable or responsible for any loss, damage, or expense that Tenant may
         sustain or incur by reason of any change, failure, interference,
         disruption, or defect in the supply or character of the electric energy
         furnished to the Premises, or if the quantity or character of the
         electric energy supplied by the Electric Service Provider is no longer
         available or suitable for Tenant's requirements, and no such change,
         failure, defect, unavailability, or unsuitability shall constitute an
         actual or constructive eviction, in whole or in part, or entitle Tenant
         to any abatement or diminution of rent, or relieve Tenant from any of
         its obligations under the Lease.

         B. Tenant's use of electrical services furnished by Landlord shall not
         exceed in voltage, rated capacity, or overall load that which is
         standard for the Building. In the event Tenant shall request that it be
         allowed to consume electrical services in excess of Building Standard,
         Landlord may refuse to consent to such usage or may consent upon such
         conditions as Landlord reasonably elects (including the installation of
         utility service upgrades, submeters, air handlers or cooling units),
         and all such


                                       9

<PAGE>   17


         additional useage (to the extent permitted by law), installation and
         maintenance thereof shall be paid for by Tenant as Additional Rent.
         Landlord, at any time during the Lease Term, shall have the right to
         separately meter electrical useage for the Premises or to measure
         electrical useage by survey or any other method that Landlord, in its
         reasonable judgment, deems appropriate.

12. ENTRY BY LANDLORD. Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Premises to inspect the
same, or to show the Premises to prospective purchasers, mortgagees, tenants
(during the last (12) twelve months of the Lease Term or earlier in connection
with a potential relocation) or insurers, or to clean or make repairs,
alterations, or additions thereto, including any work that Landlord deems
necessary for the safety, protection or preservation of the Building or any
occupants thereof, or to facilitate repairs, alterations or additions to the
Building or any other tenant's premises. Except for any entry by Landlord in an
emergency situation or to provide normal cleaning and janitorial service,
Landlord shall provide Tenant with reasonable prior notice of any entry into the
Premises, which notice may be given verbally. Landlord shall have the right to
temporarily close the Premises or the Building to perform repairs, alterations
or additions in the Premises or the Building, provided that Landlord shall use
reasonable efforts to perform all such work on weekends and after Normal
Business Hours. Entry by Landlord hereunder shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof.

13. ASSIGNMENT AND SUBLETTING

         A. Except in connection with a Permitted Transfer (defined in Section
         13.E. below), Tenant shall not assign, sublease, transfer or encumber
         any interest in this Lease or allow any third party to use any portion
         of the Premises (collectively or individually, a "TRANSFER") without
         the prior written consent of Landlord, which consent shall not be
         unreasonably withheld. Without limitation, it is agreed that Landlord's
         consent shall not be considered unreasonably withheld if: (1) the
         proposed transferee's financial condition does not meet the criteria
         Landlord uses to select Building tenants having similar leasehold
         obligations; (2) the proposed transferee's business is not suitable for
         the Building considering the business of the other tenants and the
         Building's prestige, or would result in a violation of another tenant's
         rights; (3) the proposed transferee is a governmental agency or
         occupant of the Building; (4) Tenant is in default beyond any
         applicable notice and cure period; or (5) any portion of the Building
         or the Premises would likely become subject to additional or different
         laws as a consequence of the proposed Transfer. Any attempted Transfer
         in violation of this Section 13, shall, exercisable in Landlord's sole
         and absolute discretion, be voidable. Consent by Landlord to one or
         more Transfer(s) shall not operate as a waiver of Landlord's rights to
         approve any subsequent Transfer(s). IN NO EVENT SHALL ANY TRANSFER OR
         PERMITTED TRANSFER RELEASE OR RELIEVE TENANT FROM ANY OBLIGATION UNDER
         THIS LEASE OR ANY LIABILITY HEREUNDER.

         B. If Tenant requests Landlord's consent to a Transfer, Tenant shall
         submit to Landlord financial statements for the proposed transferee, a
         complete copy of the proposed assignment, sublease and other
         information as Landlord may reasonably request. Landlord shall within
         thirty (30) days after Landlord's receipt of the required information
         and documentation either: (1) consent or reasonably refuse consent to
         the Transfer in writing; (2) in the event of a proposed assignment of
         this Lease or a proposed sublease of the entire Premises for the entire
         remaining term of this Lease, terminate this Lease effective the first
         to occur of ninety (90) days following written notice of such
         termination or the date that the proposed Transfer would have come into
         effect. If Landlord shall fail to notify Tenant in writing of its
         decision within such thirty (30) days period after the later of the
         date Landlord is notified in writing of the proposed Transfer or the
         date Landlord has received all required information concerning the
         proposed transferee and the proposed Transfer, Landlord shall be deemed
         to have refused to consent to such Transfer, and to have elected to
         keep this Lease in full force and effect. Tenant shall pay Landlord a
         review fee of $1,000.00 for Landlord's review of any Permitted Transfer
         or requested Transfer. In addition, Tenant shall reimburse Landlord for
         its actual reasonable costs and expenses (including without limitation
         reasonable attorney's fees) incurred by Landlord in connection with
         Landlord's review of such requested Transfer or Permitted Transfer.


                                       10
<PAGE>   18



         C. Tenant shall pay to Landlord fifty percent (50%) of all cash and
         other consideration which Tenant receives as a result of a Transfer
         that is in excess of the rent payable to Landlord hereunder for the
         portion of the Premises and Term covered by the Transfer within ten
         (10) days following receipt thereof by Tenant. If Tenant is in Monetary
         Default (defined in Section 22. below), Landlord may require that all
         sublease payments be made directly to Landlord, in which case Tenant
         shall receive a credit against rent in the amount of any payments
         received (less Landlord's share of any excess).

         D. Except as provided below with respect to a Permitted Transfer, if
         Tenant is a corporation, limited liability company, partnership or
         similar entity, and the entity which owns or controls a majority of the
         voting shares/rights at the time changes for any reason (including but
         not limited to a merger, consolidation or reorganization), such change
         of ownership or control shall constitute a Transfer. The foregoing
         shall not apply so long as Tenant is an entity whose outstanding stock
         is listed on a nationally recognized security exchange, or if at least
         eighty percent (80%) of its voting stock is owned by another entity,
         the voting stock of which is so listed.

         E. Tenant may assign its entire interest under this Lease or sublet the
         Premises to any entity controlling or controlled by or under common
         control with Tenant or to any successor to Tenant by purchase, merger,
         consolidation or reorganization (hereinafter, collectively, referred to
         as "PERMITTED TRANSFER") without the consent of Landlord, provided: (1)
         Tenant is not in default under this Lease; (2) if such proposed
         transferee is a successor to Tenant by purchase, said proposed
         transferee shall acquire all or substantially all of the stock or
         assets of Tenant's business or, if such proposed transferee shall
         acquire all or substantially all of the stock or assets of Tenant's
         business or, if such proposed transferee is a successor to Tenant by
         merger, consolidation or reorganization, the continuing or surviving
         corporation shall own all or substantially all of the assets of Tenant;
         (3) such proposed transferee shall have a net worth which is at least
         equal to the greater of Tenant's net worth at the date of this Lease or
         Tenant's net worth as of the day prior to the proposed purchase,
         merger, consolidation or reorganization as evidenced to Landlord's
         reasonable satisfaction; (4) such proposed transferee operates the
         business in the Premises for the Permitted Use and no other purpose;
         and (5) Tenant shall give Landlord written notice at least thirty (30)
         days prior to the effective date of the proposed purchase, merger,
         consolidation or reorganization.

         F. Tenant agrees that in the event Landlord withholds its consent to
         any Transfer contrary to the provisions of this Section 13, Tenant's
         sole remedy shall be to seek an injunction in equity or compel
         performance by Landlord to give its consent and Tenant expressly waives
         any right to damages in the event of such withholding by Landlord of
         its consent.

14. MECHANIC'S LIENS. Tenant will not permit any mechanic's liens or other liens
to be placed upon the Premises, the Building, or the Property and nothing in
this Lease shall be deemed or construed in any way as constituting the consent
or request of Landlord, express or implied, by inference or otherwise, to any
person for the performance of any labor or the furnishing of any materials to
the Premises, the Building, or the Property or any part thereof, nor as giving
Tenant any right, power, or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to any
mechanic's or other liens against the Premises, the Building, or the Property.
In the event any such lien is attached to the Premises, the Building, or the
Property, then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same. Any amount paid by
Landlord for any of the aforesaid purposes including, but not limited to,
reasonable attorneys' fees, shall be paid by Tenant to Landlord promptly on
demand as Additional Rent. Tenant shall within ten (10) days of receiving such
notice of lien or claim (a) have such lien or claim released or (b) deliver to
Landlord a bond in form, content, amount and issued by surety, satisfactory to
Landlord, indemnifying, protecting, defending and holding harmless the
Indemnities against all costs and liabilities resulting from such lien or claim
and the foreclosure or attempted foreclosure thereof. Tenant's failure to comply
with the provisions of the foregoing sentence shall be deemed an Event of
Default under Section 22. hereof entitling Landlord to exercise all of its
remedies therefor without the requirement of any additional notice or cure
period.



                                       11

<PAGE>   19


15. INSURANCE.

A. Landlord shall maintain such insurance on the Building and the Premises
(other than on Tenant's Property or on any additional improvements constructed
in the Premises by Tenant), and such liability insurance in such amounts as
Landlord elects. The cost of such insurance shall be included as a part of the
Basic Costs, and payments for losses thereunder shall be made solely to Landlord
or the mortgagees of Landlord as their interests shall appear.

B. Tenant shall maintain at its expense, (1) in an amount equal to full
replacement cost, special form (formerly known as all risk) property insurance
on all of its personal property, including removable trade fixtures and
leasehold and tenant improvements, and Tenant's Property located in the Premises
and in such additional amounts as are required to meet Tenant's obligations
pursuant to Section 18 hereof and with deductibles in an amount reasonably
satisfactory to Landlord, and (ii) a policy or policies of commercial general
liability insurance (including endorsement or separate policy for owned or
non-owned automobile liability) with respect to its activities in the Building
and on the Property, with the premiums thereon fully paid on or before the due
date, in an amount of not less than $2,000,000 per occurrence per person
coverage for bodily injury, property damage, personal injury or combination
thereof (the term "personal injury" as used herein means, without limitation,
false arrest, detention or imprisonment, malicious prosecution, wrongful entry,
liable and slander), provided that if only single limit coverage is available it
shall be for at least $1,000,000.00 per occurrence with an umbrella policy of at
least $2,000,000.00 combined single limit per occurrence. Tenant's insurance
policies shall name Landlord and Building Manager as additional insureds and
shall include coverage for the contractual liability of Tenant to indemnify
Landlord and Building Manager pursuant to Section 16 of this Lease and shall
have deductibles in an amount reasonably satisfactory to Landlord. Prior to
Tenant's taking possession of the Premises, Tenant shall furnish evidence
satisfactory to Landlord of the maintenance and timely renewal of such
insurance, and Tenant shall obtain and deliver to Landlord a written obligation
on the part of each insurer to notify Landlord at least thirty (30) days prior
to the modification, cancellation or expiration of such insurance policies. In
the event Tenant shall not have delivered to Landlord a policy or certificate
evidencing such insurance at least thirty (30) days prior to the expiration date
of each expiring policy, Landlord may obtain such insurance as Landlord may
reasonably require to protect Landlord's interest (which obtaining of insurance
shall not be deemed to be a waiver of Tenant's default hereunder). The cost to
Landlord of obtaining such policies, plus an administrative fee in the amount of
fifteen percent (15%) of the cost of such policies shall be paid by Tenant to
Landlord as Additional Rent upon demand.

C. The insurance requirements set forth in this Section 15 are independent of
the waiver, indemnification, and other obligations under this Lease and will not
be construed or interpreted in any way to restrict, limit or modify the waiver,
indemnification and other obligations or to in any way limit any party's
liability under this Lease. In addition to the requirements set forth in
Sections 15 and 16, the insurance required of Tenant under this Lease must be
issued by an insurance company with a rating of no less than A-VIII in the
current Best's Insurance Guide, or A- in the current Standard & Poor Insurance
Solvency Review, or in that is otherwise acceptable to Landlord, and admitted
to engage in the business of insurance in the state in which the Building is
located; be primary insurance for all claims under it and provide that any
insurance carried by Landlord and Landlord's lenders is strictly excess,
secondary and noncontributing with any insurance carried by Tenant; and provide
that insurance may not be cancelled, nonrenewed or the subject of material
change in coverage of available limits of coverage, except upon thirty (30) days
prior written notice to Landlord and Landlord's lenders. Tenant will deliver
either a duplicate original or a legally enforceable certificate of insurance on
all policies procured by Tenant in compliance with Tenant's obligations under
this Lease, together with evidence satisfactory to Landlord of the payment of
the premiums therefor, to Landlord on or before the date Tenant first occupies
any portion of the Premises, at least thirty (30) days before the expiration
date of any policy and upon the renewal of any policy. Landlord must give its
prior written approval to all deductibles and self-insured retentions under
Tenant's policies. Tenant may comply with its insurance coverage requirements
through a blanket policy, provided Tenant, at Tenant's sole expense, procures a
"per location" endorsement, or equivalent reasonably acceptable to Landlord, so
that the general aggregate and other limits apply separately and specifically to
the Premises.


                                       12
<PAGE>   20






         D. If Tenant's business operations, conduct or use of the Premises or
         any other part of the Property causes an increase in the premium for
         any insurance policy carried by Landlord, Tenant will, within ten (10)
         days after receipt of notice from Landlord, reimburse Landlord for the
         entire increase.

         E. Neither Landlord nor Tenant shall be liable (by way of subrogation
         or otherwise) to the other party (or to any insurance company insuring
         the other party) for any personal injury or loss or damage to any of
         the property of Landlord or Tenant, as the case may be, with respect to
         their respective property, the Building, the Property or the Premises
         or any addition or improvements thereto, or any contents therein, to
         the extent covered by insurance carried or required to be carried by a
         party hereto even though such loss might have been occasioned by the
         negligence or willful acts or omissions of the Landlord or Tenant or
         their respective employees, agents, contractors or invitees. Since this
         mutual waiver will preclude the assignment of any such claim by
         subrogation (or otherwise) to an insurance company (or any other
         person), Landlord and Tenant each agree to give each insurance company
         which has issued, or on the future may issue, policies of insurance,
         with respect to the items covered by this waiver, written notice of the
         terms of this mutual waiver, and to have such insurance policies
         properly endorsed, if necessary, to prevent the invalidation of any of
         the coverage provided by such insurance policies by reason of such
         mutual waiver. For the purpose of the foregoing waiver, the amount of
         any deductible applicable to any loss or damage shall be deemed covered
         by, and recoverable by the insured under the insurance policy to which
         such deductible relates. In the event that Tenant is permitted to and
         self-insures any risk for which insurance is required to be carried
         under this Lease, or if Tenant fails to carry any insurance required to
         be carried by Tenant pursuant to this Lease, then all loss or damage to
         Tenant, its leasehold interest, its business, its property, the
         Premises or any additions or improvements thereto or contents thereof
         shall be deemed covered by and recoverable by Tenant under valid and
         collectible policies of insurance. Notwithstanding anything to the
         contrary herein, Landlord shall not be liable to the Tenant or any
         insurance company (by way of subrogation or otherwise) insuring the
         Tenant for any loss or damage to any property, or bodily injury or
         personal injury or any resulting loss of income or losses from worker's
         compensation laws and benefits, even though such loss or damage might
         have been occasioned by the negligence of Landlord, its agents or
         employees, or Building Manager, if any such loss or damage was required
         to be covered by insurance pursuant to this Lease.

16. INDEMNITY. To the extent not expressly prohibited by law, neither Landlord
nor Building Manager nor any of their respective officers, directors, employees,
members, managers, or agents shall be liable to Tenant, or to Tenant's agents,
servants, employees, customers, licensees, or invitees for any injury to person
or damage to property caused by any act, omission, or neglect of Tenant, its
agents, servants, employees, customers, invitees, licensees or by any other
person entering the Building or upon the Property under the invitation of Tenant
or arising out of the use of the Property, Building or Premises by Tenant and
the conduct of its business or out of a default by Tenant in the performance of
its obligations hereunder. Tenant hereby indemnifies and holds Landlord and
Building Manager and their respective officers, directors, employees, members,
managers and agents ("INDEMNITEES"), harmless from all liability and claims for
any property damage, or bodily injury or death of, or personal injury to, a
person in or on the Premises, or at any other place, including the Property or
the Building and this indemnity shall be enforceable to the full extent whether
or not such liability and claims are the result of the sole, joint or concurrent
acts, negligent or intentional, or otherwise, of Tenant, or its employees,
agents, servants, customers, invitees or licensees. Such indemnity for the
benefit of indemnitees shall be enforceable even if Indemnitees, or any one or
more of them have or has caused or participated in causing such liability and
claims by their joint or concurrent acts, negligent or intentional, or
otherwise. Notwithstanding the terms of this Lease to the contrary, the terms of
this Section shall survive the expiration or earlier termination of this Lease.

17. DAMAGES FROM CERTAIN CAUSES. To the extent not expressly prohibited by law,
Landlord shall not be liable to Tenant or Tenant's employees, contractors,
agents, invitees or customers, for any injury to person or damage to property
sustained by Tenant or any such party or any other person claiming through
Tenant resulting from any accident or occurrence in the Premises or any other
portion of the Building caused by the Premises or any other portion of the
Building becoming out of repair or by defect in or failure of


                                       13
<PAGE>   21



equipment, pipes, or wiring, or by broken glass, or by the backing up of drains,
or by gas, water, steam, electricity, or oil leaking, escaping or flowing into
the Premises (except where due to Landlord's willful failure to make repairs
required to be made pursuant to other provisions of this Lease, after the
expiration of a reasonable time after written notice to Landlord of the need for
such repairs), nor shall Landlord be liable to Tenant for any loss or damage
that may be occasioned by or through the acts or omissions of other tenants of
the Building or of any other persons whomsoever, including, but not limited to
riot, strike, insurrection, war, court order, requisition, order of any
governmental body or authority, acts of God, fire or theft.

18. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Building shall be so damaged that substantial alteration
or reconstruction of the Building shall, in Landlord's sole opinion, be required
(whether or not the Premises shall have been damaged by such casualty) or in the
event there is less than two (2) years of the Lease Term remaining or in the
event Landlord's mortgagee should require that the insurance proceeds payable as
a result of a casualty be applied to the payment of the mortgage debt or in the
event of any material uninsured loss to the Building, Landlord may, at its
option, terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of such casualty. If Landlord does not
thus elect to terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to restore the Building, and the improvements located
within the Premises, if any, for which Landlord had financial responsibility
pursuant to the Work Letter Agreement attached hereto as EXHIBIT E (except that
Landlord shall not be responsible for delays not within the control of Landlord)
to substantially the same condition in which it was immediately prior to the
happening of the casualty. Notwithstanding the foregoing, Landlord's obligation
to restore the Building, and the improvements located within the Premises, if
any, for which Landlord had financial responsibility pursuant to the Work Letter
Agreement, shall not require Landlord to expend for such repair and restoration
work more than the insurance proceeds actually received by the Landlord as a
result of the casualty and Landlord's obligation to restore shall be further
limited so that Landlord shall not be required to expend for the repair and
restoration of the improvements located within the Premises, if any, for which
Landlord had financial responsibility pursuant to the Work Letter Agreement,
more than the dollar amount of the Allowance, if any, described in the Work
Letter Agreement. When the repairs described in the preceding two sentences have
been completed by Landlord, Tenant shall complete the restoration of all
improvements, including furniture, fixtures and equipment, which are necessary
to permit Tenant's reoccupancy of the Premises. Except as set forth above, all
cost and expense of reconstructing the Premises shall be borne by Tenant, and
Tenant shall present Landlord with evidence satisfactory to Landlord of Tenant's
ability to pay such costs prior to Landlord's commencement of repair and
restoration of the Premises. Landlord shall not be liable for any inconvenience
or annoyance to Tenant or injury to the business of Tenant resulting in any way
from such damage or the repair thereof, except that, subject to the provisions
of the next sentence, Landlord shall allow Tenant a fair diminution of Rent
during the time and to the extent the Premises are unfit for occupancy. If the
Premises or any other portion of the Property is damaged by fire or other
casualty resulting from the fault or negligence of Tenant or any of Tenant's
agents, employees, or invitees, the rent hereunder shall not be diminished
during the repair of such damage and Tenant shall be liable to Landlord for the
cost of the repair and restoration of the Property caused thereby to the extent
such cost and expense is not covered by insurance proceeds.

19. CONDEMNATION. If the whole or any substantial part of the Premises or if the
Building or any portion thereof which would leave the remainder of the Building
unsuitable for use as an industrial building comparable to its use on the
Commencement Date, or if the land on which the Building is located or any
material portion thereof, shall be taken or condemned for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, then Landlord may, at
its option, terminate this Lease and the rent shall be abated during the
unexpired portion of this Lease, effective when the physical taking of said
Premises or said portion of the Building or land shall occur. In the event this
Lease is not terminated, the rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award



                                       14
<PAGE>   22



or proceeds which are specifically allocated by the condemning or purchasing
party for the taking of or damage to trade fixtures of Tenant, which Tenant
specifically reserves to itself.

20. HAZARDOUS SUBSTANCES.

         A. Tenant hereby represents and covenants to Landlord the following: No
         toxic or hazardous substances or wastes, pollutants or contaminants
         (including, without limitation, asbestos, urea formaldehyde, the group
         of organic compounds known as polychlorinated biphenyls, petroleum
         products including gasoline, fuel oil, crude oil and various
         constituents of such products, radon, and any hazardous substance as
         defined in the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, 42 U.S.C. 9601-9657, as amended ("CERCLA")
         (collectively, "ENVIRONMENTAL POLLUTANTS") other than customary office
         supplies and cleaning supplies stored and handled within the Premises
         in accordance with all applicable laws, will be generated, treated,
         stored, released or disposed of, or otherwise placed, deposited in or
         located on the Property, and no activity shall be taken on the
         Property, by Tenant, its agents, employees, invitees or contractors,
         that would cause or contribute to (i) the Property or any part thereof
         to become a generation, treatment, storage or disposal facility within
         the meaning of or otherwise bring the Property within the ambit of the
         Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 5901
         et. seq., or any similar state law or local ordinance, (ii) a release
         or threatened release of toxic or hazardous wastes or substances,
         pollutants or contaminants, from the Property or any part thereof
         within the meaning of, or otherwise result in liability in connection
         with the Property within the ambit of CERCLA, or any similar state law
         or local ordinance, or (iii) the discharge of pollutants or effluents
         into any water source or system, the dredging or filling of any waters,
         or the discharge into the air of any emissions, that would require a
         permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251
         ct. seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any similar
         state law or local ordinance.

         B. Tenant expressly waives, to the extent allowed by law, any claims
         under federal, state or other law that Tenant might otherwise have
         against Landlord relating to the condition of such Property or the
         Premises or the Leasehold Improvements or personal property located
         thereon or the presence in or contamination of the Property or the
         Premises by hazardous materials. Tenant agrees to indemnify and hold
         Indemnitees (as defined in Section 16) harmless from and against and to
         reimburse Indemnitees with respect to, any and all claims, demands,
         causes of action, loss, damage, liabilities, costs and expenses
         (including attorneys' fees and court costs) of any and every kind or
         character, known or unknown, fixed or contingent, asserted against or
         incurred by Landlord at any time and from time-to-time by reason of or
         arising out of the breach of any representation or covenant contained
         in Section 20.A above.

         C. Tenant shall immediately notify Landlord in writing of any release
         or threatened release of toxic or hazardous wastes or substances,
         pollutants or contaminants of which Tenant has knowledge whether or not
         the release is in quantities that would require under law the reporting
         of such release to a governmental or regulatory agency.

         D. Tenant shall also immediately notify Landlord in writing of, and
         shall contemporaneously provide Landlord with a copy of:

                  (1)      Any written notice of release of hazardous wastes or
                           substances, pollutants or contaminants on the
                           Property that is provided by Tenant or any subtenant
                           or other occupant if the Premises to a governmental
                           or regulatory agency;

                  (2)      Any notice of a violation, or a potential or alleged
                           violation, of any Environmental Law (hereinafter
                           defined) that is received by Tenant or any subtenant
                           or other occupant of the Premises from any
                           governmental or regulatory agency;

                  (3)      Any inquiry, investigation, enforcement, cleanup,
                           removal, or other action that is instituted or
                           threatened by a governmental or regulatory agency
                           against Tenant or any



                                       15
<PAGE>   23



                           subtenant or other occupant of the Premises and that
                           relates to the release or discharge of hazardous
                           wastes or substances, pollutants or contaminants on
                           or from the Property;

                  (4)      Any claim that is instituted or threatened by any
                           third-party against Tenant or any subtenant or other
                           occupant of the Premises and that relates to any
                           release or discharge of hazardous wastes or
                           substances, pollutants or contaminants on or from the
                           Property; and

                  (5)      Any notice of the loss of any environmental operating
                           permit by Tenant or any subtenant or other occupant
                           of the Premises.

         E. As used herein "Environmental Laws" mean all present and future
         federal, state and municipal laws, ordinances, rules and regulations
         applicable to environmental and ecological conditions, and the rules
         and regulations of the U.S. Environmental Protection Agency, and any
         other federal, state or municipal agency, or governmental board or
         entity relating to environmental matters.

21. AMERICANS WITH DISABILITIES ACT. Tenant agrees to comply with all
requirements of the Americans with Disabilities Act (Public Law (July 26, 1990)
("ADA") applicable to the Premises and such other current acts or other
subsequent acts, (whether federal or state) addressing like issues as are
enacted or amended. Landlord shall be responsible for the costs of compliance
with ADA in the Common Areas; provided however, Tenant shall be responsible for
compliance with ADA in the applicable Common Areas in the event (i) the conduct
of Tenant's business is unique to that of other tenants in the Building and
necessitates special requirements as to the Common Areas; or (ii) Tenant's use
of and/or improvements in the Premises thereby necessitate compliance with ADA
in the Common Areas. Tenant agrees to indemnify and hold Landlord harmless from
any and all expenses, liabilities, costs or damages suffered by Landlord as a
result of additional obligations which may be imposed on the Building or the
Property under of such acts by virtue of Tenant's operations and/or occupancy,
including the alleged negligence of the Landlord.

22. EVENTS OF DEFAULT

         A. The following events shall be deemed to be "EVENTS OF DEFAULT" under
         this Lease:

                  (1)      Tenant shall fail to pay when due any Base Rent,
                           Additional Rent or other amount payable by Tenant to
                           Landlord under this Lease (hereinafter sometimes
                           referred to as a "MONETARY DEFAULT").

                  (2)      Any failure by Tenant (other than a Monetary Default)
                           to comply with any term, provision or covenant of
                           this Lease, which failure is not cured within thirty
                           (30) days after delivery to Tenant of notice of the
                           occurrence of such failure provided, however, that if
                           the term, condition, covenant or obligation to be
                           performed by Tenant is of such nature that the same
                           cannot reasonably be performed within such thirty-day
                           period, such default shall be deemed to have been
                           cured if Tenant commences such performance within
                           said thirty-day period and thereafter diligently
                           undertakes to complete the same, and in fact,
                           completes same within sixty (60) days after notice.

                  (3)      Any failure by Tenant to observe or perform any of
                           the covenants with respect to (a) assignment and
                           subletting set forth in Section 13, (b) mechanic's
                           liens set forth in Section 14, or (c) insurance set
                           forth in Section 15.

                  (4)      Tenant or any Guarantor shall (a) become insolvent,
                           (b) make a transfer in fraud of creditors (c) make an
                           assignment for the benefit of creditors, (d) admit in
                           writing its inability to pay its debts as they become
                           due, (e) file a petition under any section or chapter
                           of the United States Bankruptcy Code, as amended,
                           pertaining to bankruptcy, or under any similar law or
                           statute of the United States or any State thereof, or
                           Tenant or any Guarantor shall be adjudged bankrupt or
                           insolvent in proceedings filed against Tenant or any
                           Guarantor thereunder; or a petition or answer
                           proposing the adjudication of Tenant or any Guarantor



                                       16
<PAGE>   24


                           as a bankrupt or its reorganization under any present
                           or future federal or state bankruptcy or similar law
                           shall be filed in any court and such petition or
                           answer shall not be discharged or denied within sixty
                           (60) days after the filing thereof.

                  (5)      A receiver or trustee shall be appointed for all or
                           substantially all of the assets of Tenant or any
                           Guarantor or of the Premises or of any of Tenant's
                           property located thereon in any proceeding brought by
                           Tenant or any Guarantor, or any such receiver or
                           trustee shall be appointed in any proceeding brought
                           against Tenant or any Guarantor and shall not be
                           discharged within sixty (60) days after such
                           appointment or Tenant or such Guarantor shall consent
                           to or acquiesce in such appointment.

                  (6)      The leasehold estate hereunder shall be taken on
                           execution or other process of law in any action
                           against Tenant.

                  (7)      Tenant shall abandon or vacate any substantial
                           portion of the Premises.

                  (8)      Tenant shall fail to take possession of and occupy
                           the Premises within thirty (30) days following the
                           Commencement Date and thereafter continuously conduct
                           its operations in the Premises for the Permitted Use
                           as set forth in Section 4 hereof.

                  (9)      The liquidation, termination, dissolution, forfeiture
                           of right to do business or death of Tenant or any
                           Guarantor.

23. REMEDIES.

         A. Upon the occurrence of any Event of Default, Landlord shall have the
         following rights and remedies, in addition to those allowed by law or
         equity, any one or more of which may be exercised without further
         notice to or demand upon Tenant and which may be pursued successively
         or cumulatively as Landlord may elect:

                  (1)      Landlord may re-enter the Premises and cure any
                           default of Tenant, in which event Tenant shall, upon
                           demand, reimburse Landlord as Additional Rent for any
                           cost and expenses which Landlord may incur to cure
                           such default; and Landlord shall not be liable to
                           Tenant for any loss or damage which Tenant may
                           sustain by reason of Landlord's action, regardless of
                           whether caused by Landlord's negligence or otherwise.

                  (2)      Landlord may terminate this Lease by giving to Tenant
                           notice of Landlord's election to do so, in which
                           event the Term shall end, and all right, title and
                           interest of Tenant hereunder shall expire, on the
                           date stated in such notice;

                  (3)      Landlord may terminate the right of Tenant to
                           possession of the Premises without terminating this
                           Lease by giving notice to Tenant that Tenant's right
                           to possession shall end on the date stated in such
                           notice, whereupon the right of Tenant to possession
                           of the Premises or any part thereof shall cease on
                           the date stated in such notice; and

                  (4)      Landlord may enforce the provisions of this Lease and
                           may enforce and protect the rights of Landlord
                           hereunder by a suit or suits in equity or at law for
                           the specific performance of any covenant or agreement
                           contained herein, or for the enforcement of any other
                           appropriate legal or equitable remedy, including
                           recovery of all moneys due or to become due from
                           Tenant under any of the provisions of this Lease.

         Landlord shall not be required to serve Tenant with any notices or
         demands as a prerequisite to its exercise of any of its rights or
         remedies under this Lease, other than those notices and demands
         specifically required under this Lease. TENANT EXPRESSLY WAIVES THE
         SERVICE OF ANY STATUTORY DEMAND OR NOTICE WHICH IS A PREREQUISITE TO



                                       17
<PAGE>   25




         LANDLORD'S COMMENCEMENT OF EVICTION PROCEEDINGS AGAINST TENANT,
         INCLUDING THE DEMANDS AND NOTICES SPECIFIED IN 735 ILCS SECTIONS
         5/9-209 AND 5/9-210). TENANT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
         LAWSUIT BROUGHT BY LANDLORD TO RECOVER POSSESSION OF THE PREMISES
         FOLLOWING LANDLORD'S TERMINATION OF THIS LEASE PURSUANT TO SECTION
         23A(2) OR THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO
         SECTION 23A(3) AND ON ANY CLAIM FOR DELINQUENT RENT WHICH LANDLORD MAY
         JOIN IN ITS LAWSUIT TO RECOVER POSSESSION.

         B. If Landlord exercises either of the remedies provided in Sections
         23.A.(2) or 23.A.(3), Tenant shall surrender possession and vacate the
         Premises and immediately deliver possession thereof to Landlord, and
         Landlord may re-enter and take complete and peaceful possession of the
         Premises, with process of law, full and complete license to do so being
         hereby granted to Landlord, and Landlord may remove all occupants and
         property therefrom, using such force as may be necessary to the extent
         allowed by law, without being deemed guilty in any manner of trespass,
         eviction or forcible entry and detainer and without relinquishing
         Landlord's right to Rent or any other right given to Landlord hereunder
         or by operation of law.

         C. If Landlord terminates the right of Tenant to possession of the
         Premises without terminating this Lease, Landlord shall have the right
         to immediate recovery of all amounts then due hereunder. Such
         termination of possession shall not release Tenant, in whole or in
         part, from Tenant's obligation to pay Rent hereunder for the full Term,
         and Landlord shall have the right, from time to time, to recover from
         Tenant, and Tenant shall remain liable for, all Base Rent, Additional
         Rent and any other sums accruing as they become due under this Lease
         during the period from the date of such notice of termination of
         possession to the stated end of the Term. In any such case, Landlord
         may relet the Premises or any part thereof for the account of Tenant
         for such rent, for such time (which may be for a term extending beyond
         the Term) and upon such terms as Landlord shall determine and may
         collect the rents from such reletting. Landlord shall not be required
         to accept any tenant offered by Tenant or to observe any instructions
         given by Tenant relative to such reletting. Also, in any such case,
         Landlord may make repairs, alterations and additions in or to the
         Premises and redecorate the same to the extent deemed by Landlord
         necessary or desirable and in connection therewith change the locks to
         the Premises, and Tenant upon demand shall pay the cost of all of the
         foregoing together with Landlord's expenses of reletting. The rents
         from any such reletting shall be applied first to the payment of the
         expenses of reentry, redecoration, repair and alterations and the
         expenses of reletting and second to the payment of Rent herein provided
         to be paid by Tenant. Any excess or residue shall operate only as an
         offsetting credit against the amount of Rent due and owing as the same
         thereafter becomes due and payable hereunder, and the use of such
         offsetting credit to reduce the amount of Rent due Landlord, if any,
         shall not be deemed to give Tenant any right, title or interest in or
         to such excess or residue and any such excess or residue shall belong
         to Landlord solely, and in no event shall Tenant be entitled to a
         credit on its indebtedness to Landlord in excess of the aggregate sum
         (including Base Rent and Additional Rent) which would have been paid by
         Tenant for the period for which the credit to Tenant is being
         determined, had no Event of Default occurred. No such reentry or
         repossession, repairs, alterations and additions, or reletting shall be
         construed as an eviction or ouster of Tenant or as an election on
         Landlord's part to terminate this Lease, unless a written notice of
         such intention is given to Tenant, or shall operate to release Tenant
         in whole or in part from any of Tenant's obligations hereunder, and
         Landlord, at any time and from time to time, may sue and recover
         judgment for any deficiencies remaining after the application of the
         proceeds of any such reletting.

         D. If this Lease is terminated by Landlord pursuant to Section
         23.A.(2), Landlord shall be entitled to recover from Tenant all Rent
         accrued and unpaid for the period up to and including such termination
         date, as well as all other additional sums payable by Tenant, or for
         which Tenant is liable or for which Tenant has agreed to indemnify
         Landlord under any of the provisions of this Lease, which may be then
         owing and. unpaid, and all costs and expenses, including without
         limitation court costs and attorneys' fees incurred by Landlord in the
         enforcement of its rights and remedies hereunder, and, in addition,
         Landlord shall be entitled to recover as damages for loss of the
         bargain and not as a penalty (i) the unamortized portion of any
         concessions offered by Landlord to Tenant in connection with this


                                       18
<PAGE>   26



         Lease, including without limitation Landlord's contribution to the cost
         of tenant improvements and alterations, if any, installed by either
         Landlord or Tenant pursuant to this Lease or any work letter in
         connection with this Lease, (ii) the aggregate sum which at the time of
         such termination represents the excess, if any, of the present value of
         the aggregate rents which would have been payable after the termination
         date had this Lease not been terminated, including, without limitation,
         Base Rent at the annual rate or respective annual rates for the
         remainder of the Term provided for in this Lease and the amount
         projected by Landlord to represent Additional Rent for the remainder of
         the Term over the then present value of the then aggregate fair rent
         value of the Premises for the balance of the Term, such present worth
         to be computed in each case on the basis of a ten percent (10%) per
         annum discount from the respective dates upon which such Rents would
         have been payable hereunder had this Lease not been terminated, and
         (iii) any damages in addition thereto, including without limitation
         reasonable attorneys' fees and court costs, which Landlord sustains as
         a result of the breach of any of the covenants of this Lease other than
         for the payment of Rent.

         E. Landlord shall use commercially reasonable efforts to mitigate any
         damages resulting from an Event of Default by Tenant under this Lease.
         Landlord's obligation to mitigate damages after an Event of Default by
         Tenant under this Lease shall be satisfied in full if Landlord
         undertakes to lease the Premises to another tenant (a "SUBSTITUTE
         TENANT") in accordance with the following criteria:

                  (1)      Landlord shall have no obligations to solicit or
                           entertain negotiations with any other prospective
                           tenants for the Premises until Landlord obtains full
                           and complete possession of the Premises including,
                           without limitation, the final and unappealable legal
                           right to relet the Premises free of any claim of
                           Tenant;

                  (2)      Landlord shall not be obligated to lease or show the
                           Premises, on a priority basis, offer the Premises to
                           a prospective tenant when other premises in the
                           Building suitable for that prospective tenant's use
                           are (or soon will be) available;

                  (3)      Landlord shall not be obligated to lease the Premises
                           to a Substitute Tenant for a Rent less than the
                           current fair market Rent then prevailing for similar
                           uses in comparable buildings in the same market area
                           as the Building, nor shall Landlord be obligated to
                           enter into a new lease under other terms and
                           conditions that are unacceptable to Landlord under
                           Landlord's then current leasing policies for
                           comparable space in the Building;

                  (4)      Landlord shall not be obligated to enter into a lease
                           with a Substitute Tenant whose use would:

                           (i)      violate any restriction, covenant, or
                                    requirement contained in the lease of
                                    another tenant of the Building;

                           (ii)     adversely affect the reputation of the
                                    Building; or

                           (iii)    be incompatible with the operation of the
                                    Building as an industrial building;

                  (5)      Landlord shall not be obligated to enter into a lease
                           with any proposed Substitute Tenant which does not
                           have, in Landlord's reasonable opinion, sufficient
                           financial resources to operate the Premises in a
                           first class manner; and

                  (6)      Landlord shall not be required to expend any amount
                           of money to alter, remodel, or otherwise make the
                           Premises suitable for use by a proposed Substitute
                           Tenant unless:

                           (i)      Tenant pays any such sum to Landlord in
                                    advance of Landlord's execution of a lease
                                    with such tenant (which payment shall not be
                                    in lieu of any damages or other sums to
                                    which Landlord may be entitled as a result
                                    of Tenant's default under this Lease); or



                                       19
<PAGE>   27



                           (ii)     Landlord, in Landlord's reasonable
                                    discretion, determines that any such
                                    expenditure is financially justified in
                                    connection with entering into any such
                                    substitute lease.

         F. All property of Tenant removed from the Premises by Landlord
         pursuant to any provision of this Lease or applicable law may be
         handled, removed or stored by Landlord at the cost and expense of
         Tenant, and Landlord shall not be responsible in any event for the
         value, preservation or safekeeping thereof. Tenant shall pay Landlord
         for all expenses incurred by Landlord with respect to such removal and
         storage so long as the same is in Landlord's possession or under
         Landlord's control. All such property not removed from the Premises or
         retaken from storage by Tenant within thirty (30) days after the end of
         the Term or the termination of Tenant's right to possession of the
         Premises, however terminated, at Landlord's option, shall be
         conclusively deemed to have been conveyed by Tenant to Landlord as by
         bill of sale without further payment or credit by Landlord to Tenant.

         G. Tenant hereby grants to Landlord a first lien upon the interest of
         Tenant under this Lease to secure the payment of moneys due under this
         Lease, which lien may be enforced in equity, and Landlord shall be
         entitled as a matter of right to have a receiver appointed to take
         possession of the Premises and relet the same under order of court.

         H. If Tenant is adjudged bankrupt, or a trustee in bankruptcy is
         appointed for Tenant, Landlord and Tenant, to the extent permitted by
         law, agree to request that the trustee in bankruptcy determine within
         sixty (60) days thereafter whether to assume or to reject this Lease.

         I. The receipt by Landlord of less than the full rent due shall not be
         construed to be other than a payment on account of rent then due, nor
         shall any statement on Tenant's check or any letter accompanying
         Tenant's check be deemed an accord and satisfaction, and Landlord may
         accept such payment without prejudice to Landlord's right to recover
         the balance of the rent due or to pursue any other remedies provided in
         this lease. The acceptance by Landlord of rent hereunder shall not be
         construed to be a waiver of any breach by Tenant of any term, covenant
         or condition of this Lease. No act or omission by Landlord or its
         employees or agents during the term of this Lease shall be deemed an
         acceptance of a surrender of the Premises, and no agreement to accept
         such a surrender shall be valid unless in writing and signed by
         Landlord.

         3. In the event of any litigation between Tenant and Landlord to
         enforce any provision of this Lease or any right of either party
         hereto, the unsuccessful party to such litigation shall pay to the
         successful party all costs and expenses, including reasonable
         attorney's fees, incurred therein. Furthermore, if Landlord, without
         fault, is made a party to any litigation instituted by or against
         Tenant, Tenant shall indemnify Landlord against, and protect, defend,
         and save it harmless from, all costs and expenses, including reasonable
         attorney's fees, incurred by it in connection therewith. If Tenant,
         without fault, is made party to any litigation instituted by or against
         Landlord, Landlord shall indemnify Tenant against, and protect, defend,
         and save it harmless from, all costs and expenses, including reasonable
         attorney's fees, incurred by it in connection therewith.

24. NO WAIVER. Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of
default, shall not constitute a waiver of such default, nor shall it constitute
an estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default.

25. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold, and enjoy
the Premises, subject to the other terms hereof, provided that Tenant pays the
Rent and other sums herein recited to be paid by Tenant and timely performs all
of Tenant's covenants and agreements herein contained. This covenant and any and
all other covenants of Landlord shall be binding upon Landlord and its
successors only with respect to breaches occurring during its or their
respective periods of ownership of the Landlord's interest hereunder.




                                       20
<PAGE>   28


26. SUBSTITUTION. Landlord at its sole discretion shall be entitled to cause
Tenant to relocate from the Premises to a comparably-sized space, of comparable
design and tenant improvements (the "Relocation Space") within the Building or
adjacent buildings within the same Property at any time upon sixty (60) days'
prior written notice to Tenant. The reasonable costs actually incurred in
connection with the physical relocation of the Tenant to the Relocation Space
shall be at the expense of Landlord and all other costs, if any, involved with
such relocation shall be borne by Tenant. Such a relocation shall not terminate
or otherwise affect or modify this Lease except that from and after the date of
such relocation, "Premises" shall refer to the Relocation Space into which
Tenant has been moved, rather than the original Premises as herein defined and
the Base Rent shall be adjusted so that immediately following such relocation
the Base Rent for the Relocation Space on a per square foot of Rentable Area
basis shall be the same as the Base Rent immediately prior to such relocation
for the original Premises on a per square foot of Rentable Area basis. Tenant's
Pro Rata Share also be adjusted in accordance with the formula set forth in the
Lease.

27. HOLDING OVER. In the event of holding over by Tenant after expiration or
other termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Section 23.A(3) hereof, occupancy of the Premises subsequent to such termination
or expiration shall be that of a tenancy at sufferance and in no event for
month-to-month or year-to-year. Tenant shall, throughout the entire holdover
period, be subject to all the terms and provisions of this Lease and shall pay
for its use and occupancy an amount (on a per month basis without reduction for
any partial months during any such holdover) equal to 150% of the Base Rent and
Additional Rent which would have been applicable had the Lease Term continued
through the period of such holding over by Tenant. No holding over by Tenant or
payments of money by Tenant to Landlord after the expiration of the Lease Term
shall be construed to extend the Lease Term or prevent Landlord from recovery of
immediate possession of the Premises by summary proceedings or otherwise unless
Landlord has sent written notice to Tenant that Landlord has elected to extend
the Lease Term. In addition to the obligation to pay the amounts set forth above
during any such holdover period, Tenant shall also be liable to Landlord for all
damages, including, without limitation, any consequential damages, which
Landlord may suffer by reason of any holding over by Tenant and Tenant shall
also indemnify Landlord against any and all claims made by any other tenant or
prospective tenant against Landlord for delay by Landlord in delivering
possession of the Premises to such other tenant or prospective tenant.

28. SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE. Tenant accepts this Lease
subject and subordinate to any mortgage, deed of trust or other lien presently
existing or hereafter arising upon the Premises, or upon the Building and/or the
Property and to any renewals, modifications, refinancings and extensions
thereof, but Tenant agrees that any such mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or other lien to this Lease on
such terms and subject to such conditions as such mortgagee may deem appropriate
in its discretion. The provisions of the foregoing sentence shall be
self-operative and no further instrument of subordination shall be required.
However, Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Premises, or the Building and/or the Property and
Tenant agrees within ten (10) days after demand to execute such further
instruments subordinating this Lease or attorning to the holder of any such
liens as Landlord may request. The terms of this Lease are subject to approval
by the Landlord's existing lender(s) and any lender(s) who, at the time of the
execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute any subordination or other agreement
required by this Section promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant's name, place and stead, it being agreed that such power is one coupled
with an interest in Landlord and is accordingly irrevocable. Tenant agrees that
it will from time-to-time upon request by Landlord execute and deliver to such
persons as Landlord shall request a statement in recordable form certifying that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as so modified),
stating the dates to which rent and other charges payable under this Lease have
been paid, stating that Landlord is not in default hereunder (or if Tenant
alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require. Tenant agrees
periodically to furnish within



                                       21
<PAGE>   29



ten (10) days after so requested by Landlord, ground lessor or the holder of any
deed of trust, mortgage or security agreement covering the Building, the
Property, or any interest of Landlord therein, a certificate signed by Tenant
certifying (a) that this Lease is in full force and effect and unmodified (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), (b) as to the Commencement Date and the
date through which Base Rent and Tenant's Additional Rent have been paid, (c)
that Tenant has accepted possession of the Premises and that any improvements
required by the terms of this Lease to be made by Landlord have been completed
to the satisfaction of Tenant, (d) that except as stated in the certificate no
rent has been paid more than thirty (30) days in advance of its due date, (e)
that the address for notices to be sent to Tenant is as set forth in this Lease
(or has been changed by notice duly given and is as set forth in the
certificate), (f) that except as stated in the certificate, Tenant, as of the
date of such certificate, has no charge, lien, or claim of offset against rent
due or to become due, (g) that except as stated in the certificate, Landlord is
not then in default under this Lease, (h) as to the amount of the Approximate
Rentable Area of the Premises then occupied by Tenant, (i) that there are no
renewal or extension options, purchase options, rights of first refusal or the
like in favor of Tenant except as set forth in this Lease, (j) the amount and
nature of accounts payable to Landlord under terms of this Lease, and (k) as to
such other matters as may be requested by Landlord or ground lessor or the
holder of any such deed of trust, mortgage or security agreement. Any such
certificate may be relied upon by any ground lessor, prospective purchaser,
secured party, mortgagee or any beneficiary under any mortgage, deed of trust on
the Building or the Property or any part thereof or interest of Landlord
therein.

29. NOTICE. Any notice required or permitted to be given under this Lease or by
law shall be deemed to have been given if it is written and delivered in person
or mailed by Registered or Certified mail, postage prepaid, or sent by a
nationally recognized overnight delivery service to the party who is to receive
such notice at the address specified in Section 1.Y. of this Lease. When so
mailed, the notice shall be deemed to have been given two (2) business days
after the date it was mailed. When sent by overnight delivery service, the
notice shall be deemed to have been given on the next business day after deposit
with such overnight delivery service. The address specified in Section 1.Y. of
this Lease may be changed from time to time by giving written notice thereof to
the other party.

30. LANDLORD'S LIEN. In addition to any statutory lien for rent in Landlord's
favor, Landlord (the secured party for purposes hereof) shall have and Tenant
(the debtor for purposes hereof) hereby grants to Landlord, a continuing
security interest for all Base Rent, Additional Rent and other sums of money
becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture, inventory, accounts, contract rights, chattel paper and other
personal property of Tenant situated on the Premises subject to this Lease and
such property shall not be removed therefrom without the consent of Landlord
until all arrearages in Rent as well as any and all sums of money then due to
Landlord hereunder shall first have been paid and discharged. In the event of a
default under this Lease, landlord shall have, in addition to any other remedies
provided herein or by law, all rights and remedies under the Uniform Commercial
Code, including without limitation the right to sell the property described in
this Section at public or private sale upon ten (10) days notice to Tenant which
notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to
execute such other instruments necessary or desirable in Landlord's discretion
to perfect the security interest hereby created. Any statutory lien for Rent is
not hereby waived, the express contractual lien herein being granted in addition
and supplementary thereto. Tenant warrants and represents that the collateral
subject to the security interest granted herein is not purchased or used by
Tenant for personal, family or household purposes. Tenant further warrants and
represents that the lien granted herein constitutes a first and superior lien
and the Tenant will not allow the placing of any other lien upon the property
described in this Section without the prior written consent of Landlord.

31. SURRENDER OF PREMISES. Upon the termination, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant will at once surrender possession and vacate
the Premises, together with all Leasehold Improvements (except those Leasehold
Improvements Tenant is required to remove pursuant to Section 8 hereof), to
Landlord in good condition and repair, ordinary wear and tear excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required of Tenant under this Lease shall not be deemed
"reasonable wear and tear." Tenant shall surrender to Landlord all keys to the
Premises and make known to Landlord the explanation of all combination locks
which Tenant is permitted to leave on the Premises.




                                       22
<PAGE>   30



Subject to the Landlord's rights under Section 23 hereof, if Tenant fails to
remove any of Tenant's Property within one (1) day after the termination of this
Lease, or Tenant's right to possession hereunder, Landlord, at Tenant's sole
cost and expenses, shall be entitled to remove and/or store such Tenant's
Property and Landlord shall be in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any
and all reasonable expenses caused by such removal and all storage charges
against such property so long as the same shall be in possession of Landlord or
under the control of Landlord. In addition, if Tenant fails to remove any
Tenant's Property from the Premises or storage, as the case may be, within ten
(10) days after written notice from Landlord, Landlord, at its option, may deem
all or any part of such Tenant's Property to have been abandoned by Tenant and
title thereof shall immediately pass to Landlord under this Lease as by a bill
of sale.

32. RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights,
exercisable without notice, except as provided herein, and without liability to
Tenant for damage or injury to property, person or business and without
affecting an eviction or disturbance of Tenant's use or possession or giving
rise to any claim for setoff or abatement of rent or affecting any of Tenant's
obligations under this Lease: (1) upon thirty (30) days prior notice to change
the name or street address of the Building; (2) to install and maintain signs on
the exterior and interior of the Building; (3) to designate and approve window
coverings to present a uniform exterior appearance; (4) to make any decorations,
alterations, additions, improvements to the Building or Property, or any part
thereof (including, with prior notice, the Premises) which Landlord shall
desire, or deem necessary for the safety, protection, preservation or
improvement of the Building or Property, or as Landlord may be required to do by
law; (5) to have access to the Premises at reasonable hours to perform its
duties and obligations and to exercise its rights under this Lease; (6) to
retain at all times and to use in appropriate instances, pass keys to all locks
within and to the Premises; (7) to approve the weight, size, or location of
heavy equipment, or articles within the Premises; (8) to close or restrict
access to the Building at all times other than Normal Business Hours subject to
Tenant's right to admittance at all times under such regulations as Landlord may
prescribe from time to time, or to close (temporarily or permanently) any of the
entrances to the Building; provided Landlord shall have the right to restrict
or prohibit access to the Building or the Premises at any time Landlord
determines it is necessary to do so to minimize the risk of injuries or death to
persons or damage to property; (9) to change the arrangement and/or location of
entrances of passageways, doors and doorways, corridors, elevators, stairs,
toilets and public parts of the Building or Property; (10) to regulate access to
telephone, electrical and other utility closets in the Building and to require
use of designated contractors for any work involving access to the same; (11) if
Tenant has vacated the Premises during the last six (6) months of the Lease
Term, to perform additions, alterations and improvements to the Premises in
connection with a reletting or anticipated reletting thereof without being
responsible or liable for the value or preservation of any then existing
improvements to the Premises; and (12) to grant to anyone the exclusive right to
conduct any business or undertaking in the Building provided Landlord's exercise
of its rights under this clause 12, shall not be deemed to prohibit Tenant from
the operation of its business in the Premises and shall not constitute a
constructive eviction.

33. MISCELLANEOUS.

         A. If any term or provision of this Lease, or the application thereof
         to any person or circumstance shall, to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         term or provision to persons or circumstances other than those as to
         which it is held invalid or unenforceable, shall not be affected
         thereby, and each term and provision of this Lease shall be valid and
         enforced to the fullest extent permitted by law.

         B. Tenant agrees not to record this Lease or any short form or
         memorandum hereof.

         C. This Lease and the rights and obligations of the parties hereto
         shall be interpreted, construed, and enforced in accordance with the
         laws of the state in which the Building is located.

         D. Events of "FORCE MAJEURE" shall include strikes, riots, acts of God,
         shortages of labor or materials, war, governmental laws, regulations or
         restrictions, or any other cause whatsoever beyond the control of
         Landlord or Tenant, as the case may be. Whenever a period of time is
         herein prescribed for the taking of



                                       23


<PAGE>   31




         any action by Landlord or Tenant (other than the payment of Rent and
         all other such sums of money as shall become due hereunder), such party
         shall not be liable or responsible for, there shall be excluded from
         the computation of such period of time, any delays due to events of
         Force Majeure.

         E. Except as expressly otherwise herein provided, with respect to all
         required acts of Tenant, time is of the essence of this Lease.

         F. Landlord shall have the right to transfer and assign, in whole or in
         part, all of its rights and obligations hereunder and in the Building
         and Property referred to herein, and in such event and upon such
         transfer Landlord shall be released from any further obligations
         hereunder, and Tenant agrees to look solely to such successor in
         interest of Landlord for the performance of such obligations.

         G. Tenant hereby represents to Landlord that it has dealt directly with
         and only with the Broker as a broker in connection with this Lease.
         Landlord and Tenant hereby indemnify and hold each other harmless
         against any loss, claim, expense or liability with respect to any
         commissions or brokerage fees claimed on account of the execution
         and/or renewal of this Lease due to any action of the indemnifying
         party.

         H. If there is more than one Tenant, or if the Tenant as such is
         comprised of more than one person or entity, the obligations hereunder
         imposed upon Tenant shall be joint and several obligations of all such
         parties. All notices, payments, and agreements given or made by, with
         or to any one of such persons or entities shall be deemed to have been
         given or made by, with or to all of them.

         I. The individual signing this Lease on behalf of Tenant represents (1)
         that such individual is duly authorized to execute or attest and
         deliver this Lease on behalf of Tenant in accordance with the
         organizational documents of Tenant; (2) that this Lease is binding upon
         Tenant; (3) that Tenant is duly organized and legally existing in the
         state of its organization, and is qualified to do business in the state
         in which the Premises is located.

         J. Tenant acknowledges that the financial capability of Tenant to
         perform its obligations hereunder is material to Landlord and that
         Landlord would not enter into this Lease but for its belief, based on
         its review of Tenant's financial statements, that Tenant is capable of
         performing such financial obligations. Tenant hereby represents,
         warrants and certifies to Landlord that its financial statements
         previously furnished to Landlord were at the time given true and
         correct in all material respects and that there have been no material
         subsequent changes thereto as of the date of this Lease.

         K. Notwithstanding anything to the contrary contained in this Lease,
         the expiration of the Lease Term, whether by lapse of time or
         otherwise, shall not relieve Tenant from Tenant's obligations accruing
         prior to the expiration of the Lease Term, and such obligations shall
         survive any such expiration or other termination of the Lease Term.

         L. Landlord has delivered a copy of this Lease to Tenant for Tenant's
         review only, and the delivery hereof does not constitute an offer to
         Tenant or an option. This Lease shall not be effective until an
         original of this Lease executed by both Landlord and Tenant and an
         original Guaranty, if applicable, executed by each Guarantor is
         delivered to and accepted by Landlord, and this Lease has been approved
         by Landlord's mortgagee, if required.

         M. Landlord and Tenant understand, agree and acknowledge that (i) this
         Lease has been freely negotiated by both parties; and (ii) in any
         controversy, dispute or contest over the meaning, interpretation,
         validity, or enforceability of this Lease or any of its terms or
         conditions, there shall be not inference, presumption, or conclusion
         drawn whatsoever against either party by virtue of that party having
         drafted this Lease or any portion thereof

         N. The headings and titles to the paragraphs of this Lease are for
         convenience only and shall have no affect upon the construction or
         interpretation of any part hereof.



                                       24
<PAGE>   32


         O. Receipt by Landlord of Tenant's keys to the Premises shall not
         constitute an acceptance of surrender of the Premises.

34. ENTIRE AGREEMENT. This Lease, including the following Exhibits:

Exhibit A - Legal Description
Exhibit B - Outline and Location of Premises
Exhibit C - Rules and Regulations
Exhibit D - Payment of Basic Costs
Exhibit E - Work Letter
Exhibit F - Tenant's Expansion Option/Right of First Offer
Exhibit G - Renewal Option
Exhibit H - Rooftop Communications
Exhibit I - Commencement Letter

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. Tenant expressly
acknowledges and agrees that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease. All understandings and
agreements heretofore had between the parties are merged in this Lease which
alone fully and completely expresses the agreement of the parties, neither party
relying upon any statement or representation not embodied in this Lease. This
Lease may be modified only be a written agreement signed by Landlord and Tenant.
Landlord and Tenant expressly agree that there are and shall be no implied
warranties of merchantibility, habitability, suitability, fitness for a
particular purpose or of any other kind arising out of this Lease, all of which
are hereby waived by Tenant, and that there are no warranties which extend
beyond those expressly set forth in this Lease.

35. LIMITATION OF LIABILITY EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN,
TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS
LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT
CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR
INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT
HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY
AGREES THAT TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN
CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR
WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO SUIT FOR DIRECT AND
PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER
REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE
SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY
AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE
PROPERTY FOR THE RECOVERY OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING
INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR
DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM
TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE PROPERTY,
BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND REASONABLE TIME TO CURE
ANY ALLEGED DEFAULT BY LANDLORD.



                                       25
<PAGE>   33




36. PARKING. Landlord shall provide Tenant with Tenant's pro-rata share of
non-exclusive, surface parking spaces (inclusive of handicapped and visitor
parking) at no cost to Tenant. Per Tenant's pro-rata share, Tenant is entitled
to up to twenty-two (22) non-exclusive, surface parking spaces. Tenant agrees to
comply and cause its employees and invitees to comply with rules and regulations
governing parking as promulgated by Landlord from time to time.














                                       26


<PAGE>   34



IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the day and year first above written.



WITNESS/ATTEST                           LANDLORD:

                                         TRANSWESTERN EAST BY
                                         SOUTHEAST, L.L.C.
                                         a Delaware limited liability company

                                         Transwestern Investment Company, L.L.C.
                                         as Agent


By: /s/ STEVEN D. BANDOLIK               By: /s/ SCOTT A. TAUSK
    ----------------------------             ----------------------------
Name:  STEVEN D. BANDOLIK                Name:  SCOTT A. TAUSK
       -------------------------                -------------------------
Title: MANAGING DIRECTOR                 Title: SENIOR VICE PRESIDENT
       -------------------------                -------------------------



WITNESS/ATTEST                           TENANT:

                                         INTELLIREADY, INC.,
                                         a Colorado Corporation


By: /s/ DAVID A. GROOM                   By: /s/ THOMAS I. WIENS
    ----------------------------             ----------------------------
Name:  DAVID A. GROOM                    Name:  THOMAS I. WIENS
       -------------------------                -------------------------
Title: ASSISTANT SECRETARY               Title: CHAIRMAN
       -------------------------                -------------------------








                                       27
<PAGE>   35



                                    EXHIBIT A

                                LEGAL DESCRIPTION


Lots 1 and 2, Block 1, East by Southeast Subdivision Filing No. 2, recorded June
2, 1980 in Map Book 45 at Page 44, County of Arapahoe, State of Colorado.




















                                       A-1
<PAGE>   36


                                    EXHIBIT B

                        OUTLINE AND LOCATION OF PREMISES


This Exhibit is attached to and made a part of the Lease dated August 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Colorado limited liability
company ("LANDLORD") and IntelliReady, Inc., a Colorado corporation ("TENANT")
for space in the Building located at 1390 South Potomac Street, Aurora,
Colorado.


                                  [FLOORPLAN]




                                      B-1


<PAGE>   37




                                    EXHIBIT C

                              RULES AND REGULATIONS


The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

1.       Sidewalks, entrances, passageways, courts, corridors, vestibules,
         halls, elevators and stairways in and about the Building shall not be
         obstructed nor shall objects be placed against glass partitions, doors
         or windows which would be unsightly from the Building's corridors from
         the exterior of the Building.

2.       Plumbing, fixtures and appliances shall be used for only the purpose
         for which they were designed and no foreign substance of any kind
         whatsoever shall be thrown or placed therein. Damage resulting to any
         such fixtures or appliances from misuse by Tenant or its agents,
         employees or invitees, shall be paid for by Tenant and Landlord shall
         not in any case be responsible therefor.

3.       Any sign, lettering, picture, notice, advertisement installed within
         the Premises which is visible from the public corridors within the
         Building shall be installed in such manner, and be of such character
         and style, as Landlord shall approve, in writing in its reasonable
         discretion. No sign, lettering, picture, notice or advertisement shall
         be placed on any outside window or door or in a position to be visible
         from outside the Building without prior approval of Landlord which
         shall not be unreasonably withheld. No nails, hooks or screws (except
         for customary artwork or wall hangings) shall be driven or inserted
         into any part of the Premises or Building except by Building
         maintenance personnel, nor shall any part of the Building be defaced or
         damaged by Tenant.

4.       Tenant shall not place any additional lock or locks on any door in the
         Premises or Building without Landlord's prior written consent. A
         reasonable number of keys to the locks on the doors in the Premises
         shall be furnished by Landlord to Tenant at the cost of Tenant, and
         Tenant shall not have any duplicate keys made. All keys and passes
         shall be returned to Landlord at the expiration or earlier termination
         of this Lease.

5.       Tenant shall refer all contractors, contractors representatives and
         installation technicians for Landlord for Landlord's supervision,
         approval and control before the performance of any contractural
         services. This provision shall apply to all work performed in the
         Building including, but not limited to installation of telephones,
         telegraph equipment, electrical devices and attachments, doors,
         entranceways, and any and all installations of every nature affecting
         floors, walls, woodwork, window trim, ceilings, equipment and any other
         physical portion of the Building. Tenant shall not waste electricity,
         water or air conditioning. All controls shall be adjusted only by
         Building personnel.

6.       All corridor doors, when not in use, shall remain closed. Tenant shall
         cause all doors to the Premises to be closed and securely locked before
         leaving the Building at the end of the day.

7.       Tenant shall keep all electrical and mechanical apparatus owned by
         Tenant free of vibration, noise and airwaves which may be transmitted
         beyond the Premises.

8.       Canvassing, soliciting and peddling in or about the Building or
         Property is prohibited. Tenant shall cooperate and use its best efforts
         to prevent the same.

9.       Tenant shall not use the Premises in any manner which would overload
         the standard heating, ventilating or air conditioning systems of the
         Building.

10.      Tenant shall not utilize any equipment or apparatus in such manner as
         to create any magnetic fields or waves which adversely affect or
         interfere with the operation of any systems or equipment in the
         Building or Property.



                                      C-1
<PAGE>   38




11.      Bicycles and other vehicles are not permitted inside or on the walkways
         outside the Building, except in those areas specifically designated by
         Landlord for such purposes.

12.      Tenant shall not operate or permit to be operated on the Premises any
         coin or token operated vending machine or similar device (including,
         without limitation, telephones, lockers, toilets, scales, amusements
         devices and machines for sale of beverages, foods, candy, cigarettes or
         other goods), except for those vending machines or similar devices
         which are for the sole and exclusive use of Tenant's employees, and
         then only if such operation does not violate the lease of any other
         tenant in the Building.

13.      Tenant shall utilize the termite and pest extermination service
         designated by Landlord to control termites and pests in the Premises.
         Except as included in Basic Costs, Tenant shall bear the cost and
         expense of such extermination services.

14.      To the extent permitted by law, Tenant shall not permit picketing or
         other union activity involving its employees or agents in the Building
         or on the Property, except in those locations and subject to time and
         other constraints as to which Landlord may give its prior written
         consent, which consent may be withheld in Landlord' sole discretion.

15.      Tenant shall comply with all applicable laws, ordinances, governmental
         orders or regulations and applicable orders or directions from any
         public office or body having jurisdiction, with respect to the
         Premises, the Building, the Property and their respective use or
         occupancy thereof. Tenant shall not make or permit any use of the
         Premises, the Building or the Property, respectively, which is directly
         or indirectly forbidden by law, ordinance, governmental regulation or
         order, or direction of applicable public authority, or which may be
         dangerous to person or property.

16.      Tenant shall not use or occupy the Premises in any manner or for any
         purpose which would injure the reputation or impair the present or
         future value of the Premises, the Building or the Property; without
         limiting the foregoing, Tenant shall not use or permit the Premises or
         any portion thereof to be used for lodging, sleeping or for any illegal
         purpose.

17.      Tenant shall carry out Tenant's permitted repair, maintenance,
         alterations, and improvements in the Premises only during times agreed
         to in advance by Landlord and in a manner which will not interfere with
         the rights of other tenants in the Building.

18.      Landlord may from time to time adopt appropriate systems and procedures
         for the security or safety of the Building, its occupants, entry and
         use, or its contents. Tenant, Tenant's agents, employees, contractors,
         guests and invitees shall comply with Landlord's reasonable
         requirements thereto.

19.      Landlord shall have the right to prohibit the use of the name of the
         Building or any other publicity by Tenant that in Landlord's opinion
         may tend to impair the reputation of the Building or its desirability
         for Landlord or its other tenants. Upon written notice from Landlord,
         Tenant will refrain from and/or discontinue such publicity immediately.

20.      Neither Tenant nor any of its employees, agents, contractors, invitees
         or customers shall smoke in any area designated by Landlord (whether
         through the posting of a "no smoking" sign or otherwise) as a "no
         smoking" area. In no event shall Tenant or any of its employees,
         agents, contractors, invitees or customers smoke in the hallways or
         bathrooms of the Building. Landlord reserves the right to designate,
         from time to time, additional areas of the Building and the Property as
         "no smoking" areas and to designate the entire Building and the
         Property as a "no smoking" area. Landlord shall work with Tenant to
         specify an area on the Property where Tenants' employees shall be
         permitted to smoke.


                                       C-2
<PAGE>   39


                                    EXHIBIT D

                             PAYMENT OF BASIC COSTS


This Exhibit is attached to and made a part of the Lease dated Aug 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Colorado limited liability
company ("LANDLORD") AND IntelliReady, Inc., a Colorado corporation ("TENANT")
for space in the Building located at 1390 South Potomac Street, Aurora,
Colorado.

A. During each calendar year, or portion thereof, falling within the Lease Term,
Tenant shall pay to Landlord as Additional Rent hereunder Tenant's Pro Rata
Share of Basic Costs (as defined below) for the applicable calendar year. Prior
to January 1 of each calendar year during the Lease Term, or as soon thereafter
as practical, Landlord shall make a good faith estimate of Basic Costs for the
applicable full or partial calendar year and Tenant's Pro Rata Share thereof. On
or before the first day of each month during such calendar year, Tenant shall
pay Landlord, as Additional Rent, a monthly installment equal to one-twelfth of
Tenant's Pro Rata Share of Landlord's estimate of Basic Costs. Landlord shall
have the right from time to time during any such calendar year to revise the
estimate of Basic Costs for such year and provide Tenant with a revised
statement therefor (provided, however, Landlord agrees that Landlord shall not
issue a revised statement more than twice in any calendar year), and thereafter
the amount Tenant shall pay each month shall be based upon such revised
estimate. If Landlord does not provide Tenant with an estimate of the Basic
Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly
installment based on the previous year's estimate until such time as Landlord
provides Tenant with an estimate of Basic Costs for the current year. Upon
receipt of such current year's estimate, an adjustment shall be made for any
month during the current year with respect to which Tenant paid monthly
installments of Additional Base Rent based on the previous years estimate.
Tenant shall pay Landlord for any underpayment upon demand. Any overpayment in
excess of the equivalent of one (1) month's Base Rent shall, at Landlord's
option, be refunded to Tenant or credited against the installment(s) of
Additional Rent next coming due under the Lease. Any overpayment in an amount
equal to or less than the equivalent of one (I) month's Base Rent shall, at
Landlord's option, be refunded to Tenant or credited against the installment of
Additional Rent due for the month immediately following the furnishing of such
estimate. Any amount paid by Tenant based on any estimate shall be subject to
adjustment pursuant to Paragraph A below, when actual Basic Costs are determined
for such calendar year.

B. As soon as is practical following the end calendar year during the Lease
Term, Landlord shall furnish to Tenant a statement of Landlord's actual Basic
Costs for the previous calendar year. If for any calendar year the Additional
Rent collected for the prior year, as a result of Landlord's estimate of Basic
Costs, is in excess of Tenant's actual Pro Rata Share of Basic Costs for such
prior year, then Landlord shall refund to Tenant any overpayment (or at
Landlord's option apply such amount against Additional Base Rent due or to
become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any
underpayment with respect to the prior year whether or not the Lease has
terminated prior to receipt by Tenant of a statement for such underpayment, it
being understood that this clause shall survive the expiration of the Lease.

C. Basic Costs shall mean all direct and indirect costs, expenses paid and
disbursements of every kind (subject to the limitations set forth below) which
Landlord incurs, pays or becomes obligated to pay in each calendar year in
connection with operating, maintaining, repairing, owning and managing the
Building and the Project including but not limited to, the following:

(1)      All labor costs for all persons performing services required or
         utilized in connection with the operation, repair, replacement and
         maintenance of and control of access to the Building and the Project,
         including but not limited to amounts incurred for wages, salaries and
         other compensation for services, professional training, payroll, social
         security, unemployment and other similar taxes, workers' compensation
         insurance, uniforms, training, disability benefits, pensions,
         hospitalization, retirement plans, group insurance or any other similar
         or like expenses or benefits.



                                      D-l
<PAGE>   40



(2)      All management fees, the cost of equipping and maintaining a management
         office at the Building, accounting services, legal fees not
         attributable to leasing and collection activity, and all other
         administrative costs relating to the Building and the Property.

(3)      All Rent and/or purchase costs of materials, supplies, tools and
         equipment used in the operation, repair, replacement and maintenance
         and the control of access to the Building and the Property.

(4)      All amounts charged to Landlord by contractors and/or suppliers for
         services, replacement parts, components, materials, equipment and
         supplies furnished in connection with the operation, repair,
         maintenance, replacement and control of access to any part of the
         Building, or the Property generally, including the heating, air
         conditioning, ventilating, plumbing, electrical, elevator and other
         systems and equipment of the Building and the garage. At Landlord's
         option, major repair items may be amortized over a period of up to five
         (5) years or largest period permitted.

(5)      All premiums and deductibles paid by Landlord for fire, flood and
         extended insurance coverage, earthquake and extended coverage
         insurance, liability and extended coverage insurance, Rent loss
         insurance, elevator insurance, boiler insurance and other insurance
         customarily carried from time to time by landlords of comparable
         industrial buildings or required to be carried by Landlord's mortgagee.

(6)      Charges for all utilities, including but not limited to water,
         electricity, gas and sewer, but excluding those electrical charges for
         which tenants are individually responsible.

(7)      "TAXES", which for purposes hereof, shall mean (a) all real estate
         taxes and assessments on the Property, the Building or the Premises,
         and taxes and assessments levied in substitution or supplementation in
         whole or in part of such taxes, (b) all personal property taxes for the
         Building's personal property, including license expenses, (c) all taxes
         imposed on services of Landlord's agents and employees, (d) all sales,
         use or other tax, excluding state and/or federal income tax now or
         hereafter imposed by any governmental authority upon Rent received by
         Landlord, (e) all other taxes, fees or assessments now or hereafter
         levied by any governmental authority on the Property, the Building or
         its contents or on the operation and use thereof (except as relate to
         specific tenants), and (f) all costs and fees incurred in connection
         with seeking reductions in or refunds in Taxes including, without
         limitation, any costs incurred by Landlord to challenge the tax
         valuation of the Building or Property, but excluding income taxes.
         Estimates of real estate taxes and assessments for any calendar year
         during the Lease Term shall be determined based on Landlord's good
         faith estimate of the real estate taxes and assessments. Taxes and
         assessments hereunder are those accrued with respect to such calendar
         year, as opposed to the real estate taxes and assessments paid or
         payable for such calendar year.

(8)      All landscape expenses and costs of repairing, resurfacing and striping
         of the parking areas and garages of the Property, if any.

(9)      Cost of all maintenance service agreements, including those for
         equipment, alarm service, window cleaning, drapery or mini-blind
         cleaning, janitorial services, metal refinishing, pest control, uniform
         supply, landscaping and any parking equipment.

(10)     Cost of all other repairs, replacements and general maintenance of the
         Property and Building neither specified above nor directly billed to
         tenants, including the cost of maintaining all interior Common Areas
         including lobbies, multi-tenant hallways, restrooms and service areas.

(11)     The amortized cost of capital improvements made to the Building or the
         Property which are (a) primarily for the purpose of reducing operating
         expense costs or otherwise improving the operating efficiency of the
         Property or Building; or (b) required to comply with any laws, rules or
         regulations of any governmental authority or a requirement of
         Landlord's insurance carrier. The cost of such capital improvements
         shall be amortized over a period of five (5) years, or longer (at
         Landlord's option), and shall, at Landlord's option, include interest
         at a rate that is reasonably equivalent to the interest rate


                                      D-2
<PAGE>   41



         that Landlord would be required to pay to finance the cost of the
         capital improvement in question as of the date such capital improvement
         is performed, provided if the payback period for any capital
         improvement is less than five (5) years, Landlord may amortize the cost
         of such capital improvement over the payback period.

(12)     Any other charge or expense of any nature whatsoever which, in
         accordance with general industry practice with respect to the operation
         of a first class industrial building, would be construed as an
         operating expense.

D. Basic Costs shall not include repairs and general maintenance paid from
proceeds of insurance or by a tenant or other third parties, and alterations
attributable solely to individual tenants of the Property. Further, Basic Costs
shall not include the cost of capital improvements (except as above set forth),
depreciation, interest (except as provided above with respect to the
amortization of capital improvements), lease commissions, and principal payments
on mortgage and other non-operating debts of Landlord. Capital improvements are
more specifically defined as:

(1)      Costs incurred in connection with the original construction of the
         Property or with any major changes to same, including but no limited
         to, additions or deletions of corridor extensions, renovations and
         improvements of the Common Areas beyond the costs caused by normal wear
         and tear, and upgrades or replacement of major Property systems; and

(2)      Costs of correcting defects (including latent defects), including any
         allowances for same, in the construction of the Property or its related
         facilities; and

(3)      Costs incurred in renovating or otherwise improving, designing,
         redesigning, decorating or redecorating space for tenants or other
         occupants of the Property or other space leased or held for lease in
         the Property.

E. If the Building and the other buildings Landlord operates in conjunction
therewith are not at least one hundred percent (100%) occupied, in the
aggregate, during any calendar of the Lease term or if Landlord is not
supplying services to at least one hundred percent (100%) of the Approximate
Rentable Area of the Building and such other buildings at any time during any
calendar year of the Lease Term, actual Basic Costs for purposes hereof shall,
at Landlord's option, be determined as if the Building and such other buildings
had been one hundred percent (100%) occupied and Landlord had been supplying
reasonable services to one hundred percent (100%) of the Approximate Rentable
Area of the Building and such other buildings during such year. If Tenant pays
for its Pro Rata Share of Basic Costs based on increases over a "Base Year" and
Basic Costs for any calendar year during the Lease Term are determined as
provided in the foregoing sentence, Basic Costs for such Base Year shall also
be determined as if the Building and such other buildings had been one hundred
percent (100%) occupied and Landlord had been supplying services to one hundred
percent (100%) of the Approximate Rentable Area of the Building and such other
buildings. Any necessary extrapolation of Basic Costs that are affected by
changes in the occupancy of the Building (including, at Landlord's option,
Taxes) to the cost that would have been incurred if the Building had been one
hundred percent (100%) occupied and Landlord had been supplying services to one
hundred percent (100%) of the Approximate Rentable Area of the Building. In
addition, if Tenant's Pro Rata Share of Basic Costs is determined based upon
increase over of Base Year and Basic Costs for the Base Year.



                                      D-3
<PAGE>   42


                                    EXHIBIT E

                                   WORK LETTER

This Exhibit is attached to and made a part of the Lease dated Aug 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Delaware limited liability
company ("LANDLORD") and IntelliReady, Inc., a Colorado corporation ("TENANT")
for space in the Building located at 1390 South Potomac Street, Aurora,
Colorado.

This Work Letter shall set forth the obligations of Landlord and Tenant with
respect to the preparation of the Premises for Tenant's occupancy. All
improvements described in this Work Letter to be constructed in and upon the
Premises by Landlord are hereinafter referred to as the "LANDLORD'S WORK."
Landlord and Tenant acknowledge that Plans (hereinafter defined) for the
Landlord's Work have not yet been prepared and, therefore, it is impossible to
determine the exact cost of the Landlord's Work at this time. Accordingly,
Landlord and Tenant agree that Landlord's obligation to pay for the cost of
Landlord's Work shall be limited to $93,470.00 (the "MAXIMUM AMOUNT") and that
Tenant shall be responsible for the cost of Landlord Work to the extent that it
exceeds the Maximum Amount. In addition, Tenant will put forth a minimum
of $12,500.00 to be applied toward improvements actually completed within the
Premises by the Landlord's approved contractor or subcontractor. The $12,500.00
shall be due within thirty (30) days of Tenant's occupancy of the Premises.
Tenant shall be provided documentation of all costs per improvements within the
Premises. Landlord shall enter into a direct contract for the Landlord Work with
a general contractor selected by Landlord. In addition, Landlord shall have the
right to select and/or approve of any subcontractors used in connection with the
Landlord's Work.

Space planning, architectural and engineering (mechanical, electrical and
plumbing) drawings for the Landlord's Work shall be prepared at Landlord's sole
cost and expense, provided that such costs shall be included in the cost of
Landlord Work for purposes of determining if the Maximum Amount is exceeded. The
space planning, architectural and mechanical drawings are collectively referred
to herein as the "PLANS".

Tenant shall furnish any requested information and approve or disapprove any
preliminary or final layout, drawings, or plans within two (2) Business Days
after written request. Any disapproval shall be in writing and shall
specifically set forth the reasons for such disapproval. Tenant and Landlord's
Architect shall devote such time in consultation with Landlord and Landlord's
engineer as may be required to provide all information Landlord deems necessary
in order to enable Landlord's Architect and engineer to complete, and obtain
Tenant's written approval of the Plans for the Landlord Work by not later than
August 4, 2000 (the "PLANS DUE DATE"). In the event that Tenant fails to approve
the Plans by the Plans Due Date, Tenant shall be responsible for one (1) day of
Delay (as defined in the Lease) for each day during the period beginning on the
day following the Plans Due Date and ending on the date Tenant approves the
Plans.

Prior to commencing any construction of Landlord Work, Landlord shall submit to
Tenant a written estimate setting forth the anticipated cost of the Landlord
Work, including but not limited to labor and materials, contractor's fees and
permit fees. Within three (3) Business Days thereafter, Tenant shall either
notify Landlord in writing of its approval of the cost estimate, or specify its
objections thereto and any desired changes to the proposed Landlord Work. In the
event Tenant notifies Landlord of such objections and desired changes, Tenant
shall work with Landlord to reach a mutually acceptable alternative cost
estimate.

In the event Landlord's estimate and/or the actual cost of construction shall
exceed the Maximum Amount (such amounts exceeding the Maximum Amount being
herein referred to as the "EXCESS COSTS"), Tenant shall pay to Landlord such
Excess Costs upon demand. The statements of costs submitted to Landlord by
Landlord's contractors shall be conclusive for purposes of determining the
actual cost of the items described therein. The amounts payable hereunder
constitute Rent payable pursuant to the Lease, and the failure to timely pay
same constitutes an event of default under the Lease.



                                      E-l
<PAGE>   43



If Tenant shall request any change, addition or alteration in any of the Plans
after approval by Landlord, Landlord shall have such revisions to the drawings
prepared, and Tenant shall reimburse Landlord for the cost thereof upon demand
to the extent that the cost of performing such revision cause the cost of
Landlord Work to exceed the Maximum Amount. Promptly upon completion of the
revisions, Landlord shall notify Tenant in writing of the increased cost, if
any, which will be chargeable to Tenant by reason of such change, addition or
deletion. Tenant shall, within one (1) Business Day, notify Landlord in writing
whether it desires to proceed with such change, addition or deletion. In the
absence of such written authorization, Landlord shall have the option to
continue work on the Premises disregarding the requested change, addition or
alteration, or Landlord may elect to discontinue work on the Premises until it
receives notice of Tenant's decision, in which event Tenant shall be responsible
for any Delay in completion of the Premises resulting therefrom. In the event
such revisions result in a higher estimate of the cost of construction and/or
higher actual construction costs which exceed the Maximum Amount, such increased
estimate or costs shall be deemed Excess Costs pursuant to Paragraph 5 hereof
and Tenant shall pay such Excess Costs upon demand.

Following approval of the Plans and the payment by Tenant of the required
portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to
be constructed substantially in accordance with the approved Plans. Landlord
shall notify Tenant of substantial completion of the Landlord Work.

This EXHIBIT E shall not be deemed applicable to any additional space added to
the original Premises at any time or from time to time, whether by any options
under the Lease or otherwise, or to any portion of the original Premises or any
additions to the Premises in the event of a renewal or extension of the original
Term of this Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.


IN WITNESS WHEREOF, Landlord and Tenant have entered into this EXHIBIT E as of
the day and year first above written.


WITNESS/ATTEST                           LANDLORD:

                                         TRANSWESTERN EAST BY
                                         SOUTHEAST, L.L.C.
                                         a Delaware limited liability company

                                         TRANSWESTERN INVESTMENT COMPANY, L.L.C.
                                         as Agent


By: /s/ STEVEN D. BANDOLIK               By: /s/ SCOTT A. TAUSK
    ----------------------------             ----------------------------
Name:  STEVEN D. BANDOLIK                Name:  SCOTT A. TAUSK
       -------------------------                -------------------------
Title: MANAGING DIRECTOR                 Title: SENIOR VICE PRESIDENT
       -------------------------                -------------------------



WITNESS/ATTEST                           TENANT:

                                         INTELLIREADY, INC.,
                                         a Colorado Corporation


By: /s/ DAVID A. GROOM                   By: /s/ THOMAS J. WIENS
    ----------------------------             ----------------------------
Name:  DAVID A. GROOM                    Name:  THOMAS J. WIENS
       -------------------------                -------------------------
Title: ASSISTANT SECRETARY               Title: CHAIRMAN
       -------------------------                -------------------------










                                      E-2
<PAGE>   44


                                    EXHIBIT F

                 TENANT'S EXPANSION OPTION/RIGHT OF FIRST OFFER


This exhibit is attached to and made a part of the Lease dated Aug 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Colorado limited liability
company ("LANDLORD") and IntelliReady, Inc., a Colorado corporation ("TENANT")
for space in the Building located at 1390 South Potomac Street, Aurora,
Colorado.

TENANT'S EXPANSION OPTION/RIGHT OF FIRST OFFER:

Upon Landlord's completion of Landlord's Work or Tenant's occupancy of Suite
136, whichever is earlier, Tenant shall have three (3) months to elect to occupy
all of Suite 126 ("Expansion Option"), comprised of approximately 9,496 square
feet ("Expansion/Right of First Offer Space") as outlined on the attached.
During said three (3) month period, Tenant shall have the option to lease all of
Suite 126 at the same terms and conditions as the Lease for Suite 136, including
an additional Thirty Seven Thousand Five Hundred and 00/100 Dollars ($37,500.00)
Letter of Credit or cash deposit. In addition, the Lease Term for Suite 126
shall be coterminous with Tenant's existing Lease and the Lease shall be amended
to reflect the terms and conditions of the Expansion Option. Said Expansion
Option shall be contingent on: (i) Tenant not being in monetary default under
the Lease at any time during said three (3) month period, and (ii) Tenant
agreeing to occupy all of Suite 126, comprised of approximately 9,496 square
feet. Upon expiration of Tenant's Expansion Option, Tenant shall have an
additional three (3) month Right of First Offer period for Suite 126 per the
following:

RIGHT OF FIRST OFFER:

Landlord hereby grants to Tenant a Right of First Offer (the "Right of First
Offer") to lease approximately 9,496 square feet of space known as Suite 126 of
the Building (the "Right of First Offer Space") on the following basis:

         a. Tenant shall have five (5) Business Days after being notified by
Landlord, in writing, of Landlord's desire to lease the Right of First Offer
Space (which notice is hereinafter referred to as "Landlord's Notice") within
which to notify Landlord, in writing, if Tenant desires to exercise its Right of
First Offer as to such space. Tenant's Right of First Offer hereunder shall be
subject and subordinate to all rights of extension, expansion, of first offer or
refusal as to the Right of First Offer Space in favor of other tenants in
Building in existence as of the date of this Lease. Landlord shall have the
right to determine the exact square footage of the Right of First Offer Space at
the time such space or any portion thereof is offered to Tenant pursuant to the
provisions of this Paragraph.

         b. Such space shall be offered to Tenant upon the terms and conditions
and at the rental rate Landlord would quote to third parties for the Right of
First Offer Space, if it were to become available for leasing for a lease term
scheduled to commence at the time of the addition of the Right of First Offer
Space, but in no event shall the rental rate be less than the rent which Tenant
is then paying. Such terms and conditions may include, among other things,
escalations and pass-throughs.

         c. If Tenant does not notify Landlord within such five (5) day period,
it shall be conclusively presumed that Tenant does not desire to exercise its
Right of First Offer, Landlord shall be free to lease such space to anyone whom
it desires, and Tenant shall have no further rights with respect to such space.

         d. If Tenant elects to add the Right to First Offer Space to the Lease,
Tenant will accept such space in its "as is" condition without any remodeling
work or tenant improvement work being performed by Landlord, except as may be
provided in Landlord's Notice. All costs in connection with preparing the Right
of First Offer Space for occupancy by Tenant, including but not limited to costs
of compliance with all applicable laws, codes, or ordinances, shall be borne by
Tenant.



                                       F-1
<PAGE>   45


         e. If Landlord has entered into lease negotiations with a third party
for space which is greater than but includes the Right of First Offer Space,
then, in order to exercise the Right of First Offer granted herein, Tenant shall
(i) be obligated to take all the space the third party would lease under said
negotiations, and (ii) be obligated to extend the Lease Term for a period of
time from the date of exercise of the Right of First Offer comparable to the
length of time that the third party was willing to lease said space.
Notwithstanding the foregoing, Tenant must take all of the Right of First Offer
Space offered by Landlord to Tenant at any particular time and may not elect to
lease a portion thereof.

         f. All notifications contemplated by this Paragraph, whether from
Tenant to Landlord, or from Landlord to Tenant, shall be in writing and shall be
given in the manner provided in the Lease.

         g. Tenant's right to exercise the Right of First Offer shall be
conditioned on: (i) Tenant not being in default beyond any applicable cure
period) under the Lease at the time of the exercise of the Right of First Offer
or as of the date on which Tenant's occupancy of the Right of First Offer Space
is scheduled to commence; (ii) Tenant not having subleased any portion of the
Premises or having vacated any portion of the Premises as of the date on which
Tenant's occupancy of the Right of First Offer Space is scheduled to commence.

         h. In no event shall Tenant's Right of First Offer extend beyond March
1, 2001. Said Right of First Offer is exclusive to Tenant.



















                                       F-2
<PAGE>   46


IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year first written above.



WITNESS/ATTEST                           LANDLORD:

                                         TRANSWESTERN EAST BY
                                         SOUTHEAST, L.L.C.
                                         a Delaware limited liability company

                                         TRANSWESTERN INVESTMENT COMPANY, L.L.C.
                                         as Agent


By: /s/ STEVEN D. BANDOLIK               By: /s/ SCOTT A. TAUSK
    ----------------------------             ----------------------------
Name:  STEVEN D. BANDOLIK                Name:  SCOTT A. TAUSK
       -------------------------                -------------------------
Title: MANAGING DIRECTOR                 Title: SENIOR VICE PRESIDENT
       -------------------------                -------------------------



WITNESS/ATTEST                           TENANT:

                                         INTELLIREADY, INC.,
                                         a Colorado Corporation


By: /s/ DAVID A. GROOM                   By: /s/ THOMAS J. WIENS
    ----------------------------             ----------------------------
Name:  DAVID A. GROOM                    Name:  THOMAS J. WIENS
       -------------------------                -------------------------
Title: ASSISTANT SECRETARY               Title: CHAIRMAN
       -------------------------                -------------------------






                                      F-3
<PAGE>   47



                      EXPANSION/RIGHT OF FIRST OFFER SPACE



                                  [FLOORPLAN]







                                      F-4
<PAGE>   48



                                    EXHIBIT G

                                 RENEWAL OPTION


This exhibit is attached to and made a part of the Lease dated Aug 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Delaware limited liability
company ("LANDLORD") IntelliReady, Inc., a Colorado corporation ("TENANT") for
space in the Building located at 1390 South Potomac, Aurora, Colorado.

RENEWAL OPTION:

Provided that no event of default or sublease has ever occurred under any term
or provision contained in this Lease and no condition exists which with the
passage of time or the giving of notice or both would constitute an event of
default pursuant to this Lease and provided that Tenant has continuously
occupied the Premises for the Permitted Use during the Lease Term, Tenant (but
not any assignee or sublessee) shall have the right and option (the "Renewal
Option") to renew this Lease, by written notice delivered to Landlord no later
than nine (9) months prior to the expiration of the initial Lease Term for an
additional term (the "Renewal Term") of sixty (60) months per term under the
same terms, conditions and covenants contained in the Lease, except that (a) no
abatements or other concessions, if any, applicable to the initial Lease Term
shall apply to the Renewal Term; (b) the Base Rental shall be equal to the
market rate for comparable office space located in the Building as of the end of
the initial Lease Term as determined by Landlord, (c) Tenant shall have no
option to renew this Lease beyond the expiration of the Renewal Term; (d) all
leasehold improvements within the Premises shall be provided in their then
existing condition (on an "As Is" basis) at the time the Renewal Term commences;
and (e) the parking charge, if applicable, shall be at the then current market
rate as determined by Landlord.

         Failure by Tenant to notify Landlord in writing of Tenant's election to
exercise the Renewal Option herein granted within the time limits set forth for
such exercise shall constitute a waiver of such Renewal Option. In the event
Tenant elects to exercise the Renewal Option as set forth above, Landlord shall,
within thirty (30) days thereafter, notify Tenant in writing of the proposed
rental for the Renewal Term (the "Proposed Renewal Rental"). Tenant shall within
thirty (30) days following delivery of the Proposed Renewal Rental by Landlord
notify Landlord in writing of the acceptance or rejection of the Proposed
Renewal Rental. If Tenant accepts Landlord's proposal, then the Proposed Renewal
Rental shall be the rental rate in effect during the Renewal Term.

         Failure of Tenant to respond in writing during the aforementioned
thirty (30) day period shall be deemed an acceptance by Tenant of the Proposed
Renewal Rental. Should Tenant reject Landlord's Proposed Renewal Rental during
such thirty (30) day period, then Landlord and Tenant shall negotiate during the
thirty (30) day period commencing upon Tenant's rejection of Landlord's Proposed
Renewal Rental to determine the rental for the Renewal Term. In the event
Landlord and Tenant are unable to agree to a rental for the Renewal Term during
said thirty (30) day period, then the Renewal Option shall terminate and be null
and void and the Lease shall, pursuant to its terms and provisions, terminate at
the end of the original Lease Term.

         Upon exercise of the Renewal Option by Tenant and subject to the
conditions set forth hereinabove, the Lease shall be extended for the period of
such Renewal Term without the necessity of the execution of any further
instrument or document, although if requested by either party, Landlord and
Tenant shall enter into a written agreement modifying and supplementing the
Lease in accordance with the provisions hereof. Any termination of the Lease
during the initial Lease Term shall terminate all renewal rights hereunder. The
renewal rights of Tenant hereunder shall not be severable from the Lease, nor
may such rights be assigned or otherwise conveyed in connection with any
permitted assignment. Landlord's consent to any assignment of the Lease shall
not be construed as allowing an assignment of such rights to any assignee.





                                       G-l
<PAGE>   49


                                    EXHIBIT H

                             ROOFTOP COMMUNICATIONS


This exhibit is attached to and made a part of the Lease dated Aug 1, 2000 by
and between Transwestern East by Southeast, L.L.C., a Delaware limited liability
company ("LANDLORD") IntelliReady, Inc., a Colorado corporation ("TENANT") for
space in the Building located at 1390 South Potomac, Aurora, Colorado.

The Landlord hereby grants to the Tenant a license, exercisable at any time
during the term of the Lease, to install a microwave antenna, satellite or other
antenna communications system on the roof of the Building for use in connection
with the conduct of the Tenant's business in the Premises, together with the
right to have access thereto for service and repair upon reasonable notice to
Landlord, and a license to install communications cabling between such
communications system and the Premises. The monthly fee for this license shall
be $10.00. The foregoing license is subject to the pre-existing rights of others
with respect to the roof of the Building, and, in any event, prior to installing
any such microwave antenna, satellite or other antenna communications system on
the roof of the Building, Tenant shall deliver to Landlord, for Landlord's
approval which shall not be unreasonably withheld, copies of the plans and
specifications therefore together with the name and address of the contractor
Tenant proposes to have perform such installation as well as the proposed
installation schedule. The Landlord shall have the right to approve of the
contractor and may require that Landlord's contractor perform all work on the
roof at Tenant's cost. Landlord shall have the right to designate the location
of any such antenna and shall have the right to require the antenna be relocated
from time to time. Tenant shall remove said antenna and repair any damage or
penetrations to the roof at the expiration or early termination of the Lease.
Tenant covenants and agrees to comply with all federal, state or local laws,
codes or regulations and/or private covenants and controls and shall obtain all
necessary permits and approvals with respect to the installation, use and
operation of such communications system. The Tenant shall defend, indemnify and
hold harmless the Landlord against and from any liability, claim of liability or
expense arising out of the installation, use and operation of any such
communication system or the breach by Tenant of any of its obligations under
this paragraph.




                                       H-I