<PAGE>   1
                                                                    EXHIBIT 10.2









                                  OFFICE LEASE
                                 BY AND BETWEEN
                       CORNERSTONE SUBURBAN OFFICE, L.P.
                                      AND

                                 LINK2GOV Corp.






                          For: Burton Hills I Building
                             One Burton Hills Blvd.
                              Nashville, TN  37215



<PAGE>   2


                                  OFFICE LEASE

         THIS LEASE is made as of this ______ day of March, 2000 by and between
CORNERSTONE SUBURBAN OFFICE, L.P., a Delaware limited partnership ("Landlord")
through its general partner's managing member CORNERSTONE REAL ESTATE ADVISERS,
INC., having an address at Suite 300, 5607 Glenridge Drive, Atlanta, Georgia
30342, and LINK2GOV CORP., a Tennessee corporation ("Tenant") having its
principal office at One Burton Hills Boulevard, Suite 300, Nashville, Tennessee
37215.

                                      INDEX

ARTICLE    TITLE

 1.   Basic Provisions
 2.   Premises, Term and Commencement Date
 3.   Rent
 4.   Taxes and Operating Expenses
 5.   Landlord's Work, Tenant's Work, Alterations and Additions
 6.   Use
 7.   Services
 8.   Insurance
 9.   Indemnification
10.   Casualty Damage
11.   Condemnation
12.   Repair and Maintenance
13.   Inspection of Premises
14.   Surrender of Premises
15.   Holding Over
16.   Subletting and Assignment
17.   Subordination, Attornment and Mortgagee Protection
18.   Estoppel Certificate
19.   Defaults
20.   Remedies
21.   Quiet Enjoyment
22.   Accord and Satisfaction
23.   Security Deposit
24.   Brokerage Commission
25.   Force Majeure
26.   Parking
27.   Hazardous Materials
28.   Additional Rights Reserved by Landlord
29.   Defined Terms
30.   Miscellaneous Provisions

EXHIBITS

Exhibit A         Plan Showing Property and Premises
Exhibit B         Landlord's Work Letter
Exhibit C         Tenant's Work
Exhibit D         Building's Rules and Regulations
Exhibit E         Commencement Date Confirmation
Exhibit F         Special Stipulations


<PAGE>   3


                                   ARTICLE 1.
                                BASIC PROVISIONS

A.       Tenant's Tradename: LINK2GOV Corp.
                             ---------------------------------------------------

B.       Tenant's Address: One Burton Hills Boulevard, Suite 300,
                           -----------------------------------------------------
         Nashville, TN  37215
         -----------------------------------------------------------------------


C.       Office Building Name: Burton Hills I
         Address:              One Burton Hills Boulevard
                               Nashville, TN  37215

D.       Premises: Suite/Unit No.: 300 ; Approximate Square feet (Rentable):
         19,686
         -----------------------------------------------------------------------

E.       Landlord:  CORNERSTONE SUBURBAN OFFICE, L.P.

F.       Landlord's Address:  c/o:  Cornerstone Real Estate Advisers, Inc.
                                    Suite 300, 5607 Glenridge Drive
                                    Atlanta, GA  30342

G.       Building Manager/Address: First Management Services Inc., 333 Union
                                   ---------------------------------------------
         Street Suite 400, Nashville, TN 37219
         -----------------------------------------------------------------------

H.       Commencement Date: April 1, 2000
                            ----------------------------------------------------
I.       Expiration Date: March 31, 2007
                          ------------------------------------------------------
J.       Security Deposit: Tenant will provide Landlord a Letter of Credit in
                           -----------------------------------------------------
         the amount of $304,417.12 as set forth in Exhibit F attached hereto
         -----------------------------------------------------------------------

K.       Monthly Rent:  See the Monthly Rent schedule below:

<TABLE>
<CAPTION>
                  Period               Period Rent       Monthly Rent
                  ------               -----------       ------------
<S>                                    <C>               <C>
                  4/1/00 - 8/31/00     $146,860.00       $24,476.67
                  9/1/00 - 3/31/01     $196,860.00       $32,810.00
                  4/1/01 - 3/31/02     $405,531.60       $33,794.30
                  4/1/02 - 3/31/03     $417,697.56       $34,808.13
                  4/1/03 - 3/31/04     $430,228.44       $35,852.37
                  4/1/04 - 3/31/05     $443,135.28       $36,927.94
                  4/1/05 - 3/31/06     $456,429.36       $38,035.78
                  4/1/06 - 3/31/07     $470,122.32       $39,176.86
</TABLE>

L.       Operating Expenses Base: 2000 Base Year
                                  ----------------------------------------------

M.       Tax Base:  2000 Base Year
                    ------------------------------------------------------------

N.       Tenant's Pro Rata Share: 17.18 %. Tenant's Pro Rata Share shall be
         determined by and adjusted by Landlord from time to time (but shall not
         be readjusted sooner than the commencement of the second Lease Year),
         by dividing the Tenant's Rentable Square Feet of the Premises by the
         rentable area of the Building (currently 114,567 rentable square feet)
         and multiplying the resulting quotient, to the second decimal place, by
         one hundred.

O.       Normal Business Hours of Building:
         Monday through Friday:     6:00  a.m. to 7:00  p.m.
         Saturday:                  7:00  a.m. to 2:00  p.m.
         Sunday:                     N/A  a.m. to  N/A  p.m.



<PAGE>   4


P.       Use:     General office and administrative use for a technology company
                  --------------------------------------------------------------

Q.       Brokers: Eakin & Smith Real Estate - Landlord / Colliers Turley Martin
                 ---------------------------------------------------------------
         - Tenant
         -----------------------------------------------------------------------

R.       Parking Ratio or Spaces/Fee: 3.5 spaces per 1,000 rentable square feet
                                      ------------------------------------------
         on a nonexclusive, first come, first served basis / no charge
         -----------------------------------------------------------------------

The foregoing provisions shall be interpreted and applied in accordance with the
other provisions of this Lease set forth below. The capitalized terms, and the
terms defined in Article 29, shall have the meanings set forth herein or therein
(unless otherwise modified in the Lease) when used as capitalized terms in other
provisions of the Lease.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

<PAGE>   5

                                   ARTICLE 2.

                      PREMISES, TERM AND COMMENCEMENT DATE

Landlord hereby leases and demises to the Tenant and Tenant hereby takes and
leases from Landlord that certain space identified in Article 1(D) and shown on
a plan attached hereto as Exhibit A and known as the Premises for a term
("Term") commencing on the Commencement Date and ending on the Expiration Date
set forth in Article 1, unless sooner terminated as provided herein, subject to
the provisions herein contained. The Commencement Date set forth in Article 1
shall be advanced to such earlier date as Tenant commences occupancy of the
Premises for the conduct of its business. Such date shall be confirmed by
execution of the Commencement Date Confirmation in the form as set forth in
Exhibit E. If Landlord delays delivering possession of the Premises or
substantial completion of any Landlord's Work under Exhibit B, this Lease shall
not be void or voidable, except as provided in Article 5, and Landlord shall
have no liability for loss or damage resulting therefrom.


                                   ARTICLE 3.

                                      RENT

A. MONTHLY RENT. Tenant shall pay Monthly Rent in advance on or before the first
day of each month of the Term. If the Term shall commence and end on a day other
than the first day of a month, the Monthly Rent for the first and last partial
month shall be prorated on a per diem basis. Upon the execution of this Lease,
Tenant shall pay one installment of Monthly Rent for the first full month of the
Term and a prorated Monthly Rent for any partial month which may precede it.

B. ADDITIONAL RENT. All costs and expenses which Tenant assumes or agrees to pay
and any other sum payable by Tenant pursuant to this Lease, including, without
limitation, its share of Taxes and Operating Expenses, shall be deemed
Additional Rent.

C. RENT. Monthly Rent and Additional Rent which Tenant is or becomes obligated
to pay Landlord under this Lease are herein referred to collectively as "Rent",
and all remedies applicable to the nonpayment of Rent shall be applicable
thereto. Landlord may apply payments received from Tenant to any obligations of
Tenant then accrued, without regard to such obligations as may be designated by
Tenant.

D. PLACE OF PAYMENT, LATE CHARGE, DEFAULT INTEREST. Rent and other charges
required to be paid under this Lease, no matter how described, shall be paid by
Tenant to Landlord at the Building Manager's address listed in Article 1, or to
such other person and/or address as Landlord may designate in writing, without
any prior notice or demand therefor and without deduction or set-off or
counterclaim and without relief from any valuation or appraisement laws. In the
event Tenant fails to pay Rent due under this Lease by the close of business on
the tenth (10th) day of the month or by the tenth (10th) day following the due
date of such payment of Rent if not due on the first day of the month, Tenant
shall pay to Landlord a late charge of seven and one-half percent (7 1/2%) of
the amount overdue. Any Rent not paid when due shall also bear interest at the
Default Rate. This provision shall in no way be construed to modify Tenant's
obligation to pay Rent on or before the first (1st) day of the month.




                                       2
<PAGE>   6


                                   ARTICLE 4.

                          TAXES AND OPERATING EXPENSES

A.  PAYMENT OF TAXES AND OPERATING EXPENSES.

         (a) Payment of Escalations. It is agreed that during each calendar year
of the Lease Term beginning on January 1 of the calendar year following the
calendar year used to determine the Operating Expenses Base and Tax Base as set
forth in Article 1 herein and each month thereafter during the original Lease
Term, or any extension thereof, Tenant shall pay to Landlord as Additional Rent,
at the same time as the Monthly Rent is paid, an amount equal to one-twelfth
(1/12) of Landlord's estimate (as determined by Landlord in its reasonable
discretion) of Tenant's Pro Rata Share of any projected increase in the Taxes or
Operating Expenses for the particular calendar year of the Lease Term (the
"Estimated Escalation Increase"). If during any calendar year the Estimated
Escalation Increase is less than the Estimated Escalation Increase for the
previous calendar year on which Tenant's share of Taxes and Operating Expenses
were based for said year, such Additional Rent payments, attributable to
Estimated Escalation Increase, to be paid by Tenant for the new Lease Year shall
be decreased accordingly; provided, however, in no event will the Rent paid by
Tenant hereunder ever be less than the Monthly Rent. A final adjustment (the
"Escalation Reconciliation") shall be made between the parties as soon as
practicable following the end of each calendar year, but in no event later than
one hundred twenty (120) days after the end of each calendar year.

         (b) Escalation Reconciliation. As soon as practicable following the end
of each calendar year, Landlord shall submit to Tenant a statement setting forth
the Estimated Escalation Increase, if any (the "Escalation Statement").
Beginning with the Escalation Statement for the second calendar year of the
Lease Term, it shall also set forth the Escalation Reconciliation for the
calendar year just completed. To the extent that the increase in either Taxes or
Operating Expenses (the "Operating Expense or Tax Escalation", as applicable) is
greater than the Estimated Escalation Increase upon which Tenant paid Rent
during the calendar year just completed, Tenant shall pay Landlord the
difference in cash within thirty (30) days following receipt by Tenant from
Landlord of the Escalation Statement. If the Operating Expense or Tax Escalation
is less, then Tenant shall receive a credit on future Rent owing hereunder (or
cash if there is no future Rent owing hereunder) as the case may be. Until
Tenant receives the Escalation Statement, Tenant's Rent for the new Lease Year
shall continue to be paid at the rate being paid for the particular Lease Year
just completed. Tenant shall commence payment to Landlord of the monthly
installment of Additional Rent on the basis of said Escalation Statement
beginning on the first day of the month following the month in which Tenant
receives the Escalation Statement.

         (c) Changes in Escalations During Lease Year. In addition to the above,
if, during any particular calendar year, there is a change in the information on
which Landlord based the Escalation Statement so that the Estimated Escalation
Increase furnished to Tenant is no longer accurate, Landlord shall be permitted
to revise such Estimated Escalation Increase by notifying Tenant thereof. There
shall be such adjustments made in the Additional Rent on the first day of the
month following the serving of such notice on Tenant as shall be necessary by
either increasing or decreasing, as the case may be, the amount of Additional
Rent then being paid by Tenant for the balance of the calendar year; however, in
no event shall any such decrease result in a reduction of the Rent below the
Monthly Rent. Landlord's and Tenant's responsibilities with respect to the Tax
and Operating Expense adjustments described herein shall survive the expiration
or early termination of this Lease.

B.  DISPUTES OVER TAXES OR OPERATING EXPENSES.

         (a) Selection of Accountants. If Tenant disputes the amount of an
adjustment or the proposed estimated increase or decrease in Taxes or Operating
Expenses, Tenant shall give Landlord written notice of such dispute within
thirty (30) days after Landlord advises Tenant of such adjustment or proposed
increase or decrease. Tenant's failure to give such notice shall waive its right
to dispute the amounts so determined. Tenant shall also not be entitled to
dispute the foregoing amounts if Tenant is then in default hereunder. If Tenant
is entitled to and timely objects, Tenant shall




                                       3
<PAGE>   7

have the right to engage its own accountants ("Tenant's Accountants") for the
purpose of verifying the accuracy of the statement in dispute, or the
reasonableness of the adjustment or estimated increase or decrease. If Tenant's
Accountants determine that an error has been made, Landlord and Tenant's
Accountants shall endeavor to agree upon the matter. If they cannot agree within
twenty (20) days from the date Tenant's Accountants commence reviewing
Landlord's records, Landlord and Tenant's Accountants shall jointly select an
independent certified public accounting firm (the "Independent Accountant")
which firm shall conclusively determine whether the adjustment or estimated
increase or decrease is reasonable, and if not, what amount is reasonable. Both
parties shall be bound by such determination. If Tenant's Accountants do not
participate in choosing the Independent Accountant within 20 days from the date
Landlord and Tenant's Accountant's determine that they cannot agree as to
whether or not an error has been made, then Landlord's determination of the
adjustment or estimated increase or decrease shall be conclusively determined to
be reasonable and Tenant shall be bound thereby.

         (b) Payment of Costs. All costs incurred by Tenant in obtaining
Tenant's Accountants and the cost of the Independent Accountant shall be paid by
Tenant unless Tenant's Accountants disclose an error, acknowledged by Landlord
(or found to have conclusively occurred by the Independent Accountant), of more
than ten percent (10%) in the computation of the total amount of Taxes or
Operating Expenses as set forth in the statement submitted by Landlord with
respect to the matter in dispute; in which event Landlord shall pay the
reasonable costs incurred by Tenant in obtaining such audits. No subtenant shall
have the right to conduct an audit and no assignee shall conduct an audit for
any period during which such assignee was not in possession of the Premises.

         (c) Continuation of Payments Pending Determination. Tenant shall
continue to timely pay Landlord the amount of the prior year's adjustment and
adjusted Additional Rent determined to be incorrect as aforesaid until the
parties have concurred as to the appropriate adjustment or have deemed to be
bound by the determination of the Independent Accountant in accordance with the
preceding terms. Landlord's delay in submitting any statement contemplated
herein for any Lease Year shall not affect the provisions of this Paragraph, nor
constitute a waiver of Landlord's rights as set forth herein for said Lease Year
or any subsequent Lease Years during the Lease Term or any extensions thereof.

                                   ARTICLE 5.

                         LANDLORD'S WORK, TENANT'S WORK,
                            ALTERATIONS AND ADDITIONS

A. LANDLORD'S WORK. Landlord shall construct the Premises in accordance with
Landlord's obligations as set forth in the work letter attached hereto as or
other information contained in, Exhibit B, and hereinafter referred to as
"Landlord's Work." Landlord will deliver the Premises to Tenant with all of
Landlord's Work completed (except for minor and non-material punch list items
which in Landlord's reasonable judgment will not delay completion of Tenant's
Work, as defined in subparagraph B of this Article) on or before the
Commencement Date or other date specified in Exhibit B and Tenant agrees
thereupon to commence and complete Tenant's Work on or before the Commencement
Date. If Landlord is delayed in completing Landlord's Work by strike, shortages
of labor or materials, delivery delays, delays caused by Tenant or other matters
beyond the reasonable control of Landlord, then Landlord shall give notice
thereof to Tenant and the date on which Landlord is to turn the Premises over to
Tenant for Tenant's Work and the Commencement Date shall be postponed for an
equal number of days as the delay as set forth in the notice. Providing,
however, if such delays exceed one hundred and twenty (120) days, then either
Landlord or Tenant upon notice to the other shall have the right to terminate
this Lease without liability to either party. If the Commencement Date is
postponed as aforesaid, Tenant agrees upon request of Landlord to execute a
writing confirming the Commencement Date on such form as set forth in Exhibit E
attached hereto.

B. TENANT'S WORK. On and after the date specified in the immediately preceding
subparagraph A for delivery of the Premises to Tenant for Tenant's Work, Tenant,
at its sole cost and expense, shall perform and complete all other improvements
to the Premises (herein called "Tenant's Work") including, but not limited to,
all improvements, work



                                       4
<PAGE>   8

and requirements required of Tenant under the foregoing work letter or as
described on the attached Exhibit C. Tenant shall complete all of Tenant's Work
in a good and workmanlike manner, fully paid for and free from liens, in
accordance with the plans and specifications approved by Landlord and Tenant as
provided in Exhibit C, on or prior to the scheduled Commencement Date. Tenant
shall also have the right during this period to come onto the Premises to
install its fixtures and prepare the Premises for the operation of Tenant's
business. Notwithstanding the fact that the foregoing activities by Tenant will
occur prior to the scheduled Commencement Date, Tenant agrees that all of
Tenant's obligations provided for in this Lease shall apply during such period
with the exception of any obligation to pay Rent.

C. ALTERATIONS. Except as provided in the immediately preceding subparagraph,
Tenant shall make no alterations or additions to the Premises without the prior
written consent of the Landlord, which consent Landlord may not unreasonably
withhold.

D. LIENS. Tenant shall give Landlord at least ten (10) days prior written notice
(or such additional time as may be necessary under applicable laws) of the
commencement of any Tenant's Work, to afford Landlord the opportunity of posting
and recording notices of non-responsibility. Tenant will not cause or permit any
mechanic's, materialman's or similar liens or encumbrances to be filed or exist
against the Premises or the Building or Tenant's interest in this Lease in
connection with work done under this Article or in connection with any other
work. Tenant shall remove any such lien or encumbrance by bond or otherwise
within twenty (20) days from the date of their existence. If Tenant fails to do
so, Landlord may pay the amount or take such other action as Landlord deems
necessary to remove any such lien or encumbrance, without being responsible to
investigate the validity thereof. The amounts so paid and costs incurred by
Landlord shall be deemed Additional Rent under this Lease and payable in full
upon demand.

E. COMPLIANCE WITH ADA. Notwithstanding anything to the contrary contained in
this Lease, Landlord and Tenant agree that responsibility for compliance with
the Americans With Disabilities Act of 1990 (the "ADA") shall be allocated as
follows: (i) Landlord shall be responsible for compliance with the provisions of
Title III of the ADA for all Common Areas, including exterior and interior areas
of the Building not included within the Premises or the premises of other
tenants; (ii) Landlord shall be responsible for compliance with the provisions
of Title III of the ADA for any construction, renovations, alterations and
repairs made within the Premises if such construction, renovations, alterations
or repairs are made by Landlord for the purpose of improving the Building
generally or are done as Landlord's Work and the plans and specifications for
the Landlord's Work were prepared by Landlord's architect or space planner and
were not provided by Tenant's architect or space planner; (iii) Tenant shall be
responsible for compliance with the provisions of Title III of the ADA for any
construction, renovations, alterations and repairs made within the Premises if
such construction, renovations, alterations and repairs are made by Tenant, its
employees, agents or contractors, at the direction of Tenant or done pursuant to
plans and specifications prepared or provided by Tenant or Tenant's architect or
space planner.

                                   ARTICLE 6.

                                       USE

A. USE. Tenant shall use the Premises for the purposes set forth in Article 1(P)
herein, and for no other purpose whatsoever, subject to and in compliance with
all other provisions of this Lease, including without limitation, the Building's
Rules and Regulations attached as Exhibit D hereto. Tenant and its invitees
shall also have the non-exclusive right, along with other tenants of the
Building and others authorized by Landlord, to use the Common Areas subject to
such rules and regulations as Landlord in its discretion may impose from time to
time. Landlord makes no representation that the Premises are suitable for
Tenant's purposes.

B. RESTRICTIONS. Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy, the Premises or do or permit anything to be done in the
Premises which: (a) causes or is likely to cause injury to persons, to the
Building or its equipment, facilities or systems; (b) impairs or tends to impair
the character, reputation or appearance of the Building as a first class office
building; (c) impairs or tends to impair the proper and economic maintenance,




                                       5
<PAGE>   9

operation and repair of the Building or its equipment, facilities or systems; or
(d) annoys or inconveniences or tends to annoy or inconvenience other tenants or
occupants of the Building.

C. COMPLIANCE WITH LAWS. Tenant shall keep and maintain the Premises, its use
thereof and its business in compliance with all governmental laws, ordinances,
rules and regulations. Tenant shall comply with all Laws relating to the
Premises and Tenant's use thereof, including without limitation, Laws requiring
the Premises to be closed on Sundays or any other days or hours and Laws in
connection with the health, safety and building codes, and any permit or license
requirements.

                                   ARTICLE 7.

                                    SERVICES

A. CLIMATE CONTROL. Landlord shall furnish heat or air conditioning to the
Premises during Normal Business Hours of Building as set forth in Article 1(O)
as required in Landlord's reasonable judgment for the comfortable use and
occupation of the Premises. If Tenant requires heat or air conditioning at any
other time, Landlord shall use reasonable efforts to furnish such service upon
reasonable notice from Tenant, and Tenant shall pay all of Landlord's charges
therefor on demand.

The performance by Landlord of its obligations under this Article is subject to
Tenant's compliance with the terms of this Lease including any connected
electrical load established by Landlord. Tenant shall not use the Premises or
any part thereof in a manner exceeding the heating, ventilating or
air-conditioning ("HVAC") design conditions (including any occupancy or
connected electrical load conditions), including the rearrangement of
partitioning which may interfere with the normal operation of the HVAC
equipment, or the use of computer or data processing machines or other machines
or equipment in excess of that normally required for a standard office use of
the Premises. If any such use requires changes in the HVAC or plumbing systems
or controls servicing the Premises or portions thereof in order to provide
comfortable occupancy, such changes may be made by Landlord at Tenant's expense
and Tenant agrees to promptly pay any such amount to Landlord as Additional
Rent.

B. ELEVATOR SERVICE. If the Building is equipped with elevators, Landlord,
during Normal Business Hours of Building, shall furnish elevator service to
Tenant to be used in common with others. At least one elevator shall remain in
service during all other hours. Landlord may designate a specific elevator for
use as a service elevator.

C. JANITORIAL SERVICES. Landlord shall provide janitorial and cleaning services
to the Premises. Tenant shall pay to Landlord on demand the reasonable costs
incurred by Landlord for (i) any cleaning of the Premises in excess of the
specifications established by Landlord for any reason including, without
limitation, cleaning required because of (A) misuse or neglect on the part of
Tenant or Tenant's agents, contractors, invitees, employees and customers, (B)
the use of portions of the Premises for special purposes requiring greater or
more difficult cleaning work than office areas, (C) interior glass partitions or
unusual quantities of interior glass surfaces, and (D) non-building standard
materials or finishes installed by Tenant or at its request; and (ii) removal
from the Premises of any refuse and rubbish of Tenant in excess of that
ordinarily accumulated in general office occupancy or at times other than
Landlord's standard cleaning times.

D. WATER AND ELECTRICITY. Landlord shall make available domestic water in
reasonable quantities to the common areas of the Building and the Premises and
cause electric service sufficient for lighting the Premises and for the
operation of Ordinary Office Equipment. "Ordinary Office Equipment" shall mean
office equipment wired for 120 volt electric service and rated and using less
than 6 amperes or 750 watts of electric current or other office equipment
approved by Landlord in writing. Landlord shall have the exclusive right to make
any replacement of lamps, fluorescent tubes and lamp ballasts in the Premises.
Landlord may adopt a system of relamping and ballast replacement periodically on
a group basis in accordance with good management practice. Tenant's use of
electric energy in the Premises shall not at any time exceed the capacity of any
of the risers, piping, electrical



                                       6
<PAGE>   10

conductors and other equipment in or serving the Premises. In order to insure
that such capacity is not exceeded and to avert any possible adverse effect upon
the Building's electric system, Tenant shall not, without Landlord's prior
written consent in each instance, connect appliances or heavy duty equipment,
other than Ordinary Office Equipment, to the Building's electric system or make
any alteration or addition to the Building's electric system. Should Landlord
grant its consent in writing, all additional risers, piping and electrical
conductors or other equipment therefor shall be provided by Landlord and the
cost thereof shall be paid by Tenant within 10 days of Landlord's demand
therefor. As a condition to granting such consent, Landlord may require Tenant
to agree to an increase in Monthly Rent to offset the expected cost to Landlord
of such additional service, that is, the cost of the additional electric energy
to be made available to Tenant based upon the estimated additional capacity of
such additional risers, piping and electrical conductors or other equipment. If
Landlord and Tenant cannot agree thereon, such cost shall be determined by an
independent electrical engineer, to be selected by Landlord and paid equally by
both parties.

E. SEPARATE METERS. If the Premises are separately metered for any utility,
Tenant shall pay a utility charge to Landlord (or directly to the utility
company, if possible) based upon the Tenant's actual consumption as measured by
the meter. Landlord also reserves the right to install separate meters for the
Premises to register the usage of all or any one of the utilities and in such
event Tenant shall pay for the cost of utility usage as metered to the Premises
and which is in excess of the usage reasonably anticipated by Landlord for
normal office usage of the Premises. Tenant shall reimburse Landlord for the
cost of installation of meters if Tenant's actual usage exceeds the anticipated
usage level by more than 10 percent. In any event, Landlord may require Tenant
to reduce its consumption to the anticipated usage level. The term "utility" for
purposes hereof may refer to but is not limited to electricity, gas, water,
sewer, steam, fire protection system, telephone or other communication or alarm
service, as well as HVAC, and all taxes or other charges thereon.

F. INTERRUPTIONS. Landlord does not warrant that any of the services referred to
above, or any other services which Landlord may supply, will be free from
interruption and Tenant acknowledges that any one or more of such services may
be suspended by reason of accident, repairs, inspections, alterations or
improvements necessary to be made, or by strikes or lockouts, or by reason of
operation of law, or causes beyond the reasonable control of Landlord. Any
interruption or discontinuance of service shall not be deemed an eviction or
disturbance of Tenant's use and possession of the Premises, or any part thereof,
nor render Landlord liable to Tenant for damages by abatement of the Rent or
otherwise, nor relieve Tenant from performance of Tenant's obligations under
this Lease. Landlord shall however, exercise reasonable diligence to restore any
service so interrupted.

G. UTILITIES PROVIDED BY TENANT. Tenant shall make application in Tenant's own
name for all utilities not provided by Landlord and shall: (i) comply with all
utility company regulations for such utilities, including requirements for the
installation of meters, and (ii) obtain such utilities directly from, and pay
for the same when due directly to, the applicable utility company. The term
"utilities" for purposes hereof shall include but not be limited to electricity,
gas, water, sewer, steam, fire protection, telephone and other communication and
alarm services, as well as HVAC, and all taxes or other charges thereon. Tenant
shall install and connect all equipment and lines required to supply such
utilities to the extent not already available at or serving the Premises, or at
Landlord's option shall repair, alter or replace any such existing items. Tenant
shall maintain, repair and replace all such items, operate the same, and keep
the same in good working order and condition. Tenant shall not install any
equipment or fixtures, or use the same, so as to exceed the safe and lawful
capacity of any utility equipment or lines serving the same. The installation,
alteration, replacement or connection of any utility equipment and lines shall
be subject to the requirements for alterations of the Premises set forth in
Article 5. Tenant shall ensure that all Tenant's HVAC equipment is installed and
operated at all times in a manner to prevent roof leaks, damage, or noise due to
vibrations or improper installation, maintenance or operation.



                                       7
<PAGE>   11

                                   ARTICLE 8.

                                   INSURANCE

A. TENANT'S REQUIRED INSURANCE. Tenant shall maintain insurance policies, with
responsible companies licensed to do business in the state where the Building is
located and satisfactory to Landlord, naming Landlord, Landlord's Building
Manager, Cornerstone Real Estate Advisers, Inc., Tenant and any Mortgagee of
Landlord, as their respective interests may appear, at its own cost and expense
including (i) "all risk" property insurance which shall be primary on the lease
improvements referenced in Article 5 and Tenant's property, including its goods,
equipment and inventory, in an amount adequate to cover their replacement cost;
(ii) business interruption insurance, (iii) commercial general liability
insurance on an occurrence basis with limits of liability in an amount not less
than $1,000,000 (One Million Dollars) combined single limit for each occurrence.

On or before the Commencement Date of the Lease, Tenant shall furnish to
Landlord and its Building Manager, certificates of insurance evidencing the
aforesaid insurance coverage, including naming Landlord, Cornerstone Real Estate
Advisers, Inc. and Landlord's Building Manager as additional insureds. Renewal
certificates must be furnished to Landlord at least thirty (30) days prior to
the expiration date of such insurance policies showing the above coverage to be
in full force and effect.

All such insurance shall provide that it cannot be canceled except upon thirty
(30) days prior written notice to Landlord. Tenant shall comply with all rules
and directives of any insurance board, company or agency determining rates of
hazard coverage for the Premises, including but not limited to the installation
of any equipment and/or the correction of any condition necessary to prevent any
increase in such rates.

B. LANDLORD'S INSURANCE. Landlord shall maintain, during the Term of this Lease,
property and commercial general liability insurance covering the Building. The
property insurance shall include fire and extended coverage insurance, with All
Risk rider, covering all structures and improvements for full replacement value,
with replacement cost endorsement, above foundation walls. The commercial
general liability insurance shall insure against claims for bodily injury and
property damage occurring in or about the Building. Such insurance may be
blanketed with other insurance carried by Landlord so long as such blanketing
with other insurance does not reduce the amount of insurance available to pay
any claim with respect to the Building.

C. WAIVER OF SUBROGATION. Any provision of this Lease to the contrary
notwithstanding, Landlord and Tenant hereby release the other from any and all
claims for loss or damage to the property of the releasing party, including,
without limitation, the Building and its contents and the Premises and its
contents, all to the extent that the releasing party's loss or damage is
insured, or if not insured, was insurable, under commercially available "All
Risk" property damage insurance policies and even if such loss or damage shall
be caused by or result from the fault or negligence of the releasing party and
even if the releasing party is self-insured or the amount of the releasing
party's insurance is inadequate to cover the loss or damage. It is the intention
of the Landlord and the Tenant that each shall look solely to its respective
property insurance carriers for recovery against any such loss or damage to its
respectively-owned Building and contents and Premises and contents, without such
insurance carrier having any rights of subrogation against the other party.

D. WAIVER OF CLAIMS. Except for claims arising from Landlord's willful
misconduct or gross negligence that are not covered by Tenant's insurance
required hereunder, Tenant waives all claims against Landlord for injury or
death to persons, damage to property or to any other interest of Tenant
sustained by Tenant or any party claiming, through Tenant resulting from: (i)
any occurrence in or upon the Premises, (ii) leaking of roofs, bursting,
stoppage or leaking of water, gas, sewer or steam pipes or equipment, including
sprinklers, (iii) wind, rain, snow, ice, flooding, freezing, fire, explosion,
earthquake, excessive heat or cold, or other casualty, (iv) the Building,
Premises, or the operating and mechanical systems or equipment of the Building,
being defective, or failing, and (v) vandalism, malicious mischief, theft or
other acts or omissions of any other parties including without limitation, other
tenants, contractors and invitees at the Building. Tenant agrees that Tenant's
property loss risks shall be borne by its insurance, and Tenant agrees to look
solely to and seek recovery only from its insurance carriers in the event of
such losses. For purposes hereof, any deductible amount shall be treated as
though it were recoverable under such policies. In no event will Landlord be




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<PAGE>   12

responsible for any consequential damages incurred by Tenant, including but not
limited to, lost profits or interruption of business as a result of any alleged
default by Landlord hereunder.

                                   ARTICLE 9.

                                 INDEMNIFICATION

A. TENANT INDEMNITY OF LANDLORD. Tenant shall defend, indemnify and hold
Landlord and its agents, successors and assigns, including its Building Manager,
harmless from and against all claims, causes of action, liabilities, losses,
costs and expenses arising from or in connection with any injury or other damage
to any person or property (i) which occurs in the Premises (except to the extent
caused by the gross negligence or willful misconduct of Landlord or any employee
or other agent of Landlord) or (ii) which occurs in any part of the Building
other than the Premises and is caused by the negligence or willful misconduct of
Tenant, its agents, contractors, employees, customers, and invitees. This
indemnification shall survive the expiration or termination of the Lease Term.

B. LANDLORD INDEMNITY OF TENANT. Landlord shall defend, indemnify and hold
Tenant harmless from and against all claims, causes of action, liabilities,
losses, costs and expenses arising from or in connection with any injury or
other damage to any person or property in the Building resulting from the gross
negligence or willful misconduct of Landlord, its employees, agents, contractors
or invitees. This indemnification shall survive the expiration or termination of
the Lease Term.

C. INDEMNITY LIMITATIONS. The indemnity obligations set forth in sections A and
B above shall not apply (i) to any costs or expenses not reasonably incurred by
the indemnitee or (ii) to any claims, causes of action, liabilities, losses,
costs and expenses resulting from a default by the indemnitee hereunder.

D. INDEMNITEES; ACCEPTABLE ATTORNEYS. Whenever, in this Article and throughout
this Lease, Landlord or Tenant is required to defend, indemnify and hold the
other harmless, such obligations shall extend to the successors, assigns,
officers, partners, directors, employees and other agents of the indemnitee. In
any instance where this Lease requires either party to defend the other, such
defense shall involve an attorney or attorneys reasonably acceptable to the
indemnitee.

E. LIMITATION ON LIABILITY. Landlord shall not be liable to Tenant for any
damage by or from any act or negligence of any co-tenant or other occupant of
the Building, or by any owner or occupants of adjoining or contiguous property.
Landlord shall not be liable for any injury or damage to persons or property
resulting in whole or in part from the criminal activities or willful misconduct
of others. To the extent not covered by all risk property insurance, Tenant
agrees to pay for all damage to the Building, as well as all damage to persons
or property of other tenants or occupants thereof, caused by the negligence,
fraud or willful misconduct of Tenant or any of its agents, contractors,
employees, customers and invitees. Nothing contained herein shall be construed
to relieve Landlord from liability for any personal injury resulting from its
gross negligence, fraud or willful misconduct.

                                   ARTICLE 10.

                                 CASUALTY DAMAGE

Tenant shall promptly notify Landlord or the Building Manager of any fire or
other casualty to the Premises or to the extent it knows of damage, to the
Building. In the event the Premises or any substantial part of the Building is
wholly or partially damaged or destroyed by fire or other casualty which is
covered by Landlord's insurance, the Landlord will proceed to restore the same
to substantially the same condition existing immediately prior to such damage or
destruction unless (i) such damage or destruction is incapable of repair or
restoration within one hundred eighty (180) days; or (ii) the insurance proceeds
recovered by reason of the damage or destruction are, in Landlord's sole
judgment, inadequate to complete the restoration of the Building; or (iii)
Landlord elects not to repair or restore the Building, in



                                       9
<PAGE>   13

any of which events Landlord may, at Landlord's option and by written notice
given to Tenant within sixty (60) days of such damage or destruction, declare
this Lease terminated as of the happening of such damage or destruction. To the
extent after fire or other casualty that Tenant shall be deprived of the use and
occupancy of the Premises or any portion thereof as a result of any such damage,
destruction or the repair thereof, if Tenant caused the fire or other casualty,
then so long as and to the extent Landlord's recovery of Rent as the result of a
casualty is covered by insurance, Tenant shall be relieved of the same ratable
portion of the Monthly Rent hereunder as the amount of damaged or useless space
in the Premises bears to the rentable square footage of the Premises until such
time as the Premises may be restored. Landlord shall reasonably determine the
amount of damaged or useless space and the square footage of the Premises
referenced in the prior sentence and whether or not its insurance covers the
payment of Rent.

                                   ARTICLE 11.

                                  CONDEMNATION

In the event of a condemnation or taking of the entire Premises by a public or
quasi-public authority, this Lease shall terminate as of the date title vests in
the public or quasi-public authority. In the event of (i) a taking or
condemnation of fifteen percent (15%) or more (but less than the whole) of the
Building and without regard to whether the Premises are part of such taking or
condemnation; (ii) a taking or condemnation which results in Landlord electing
not to restore the Building; or (iii) a taking or condemnation which results in
Landlord electing to change the use of the land upon which the Building is
located, Landlord may elect to terminate this Lease by giving notice to Tenant
within sixty (60) days of Landlord receiving notice of such condemnation. All
compensation awarded for any condemnation shall be the property of Landlord,
whether such damages shall be awarded as a compensation for diminution in the
value of the leasehold or to the fee of the Premises, and Tenant hereby assigns
to Landlord all of Tenant's right, title and interest in and to any and all such
compensation. Providing, however that in the event this Lease is terminated,
Tenant shall be entitled to make a separate claim for the taking of Tenant's
personal property (including fixtures paid for by Tenant), and for costs of
moving. Notwithstanding anything herein to the contrary, any condemnation award
to Tenant shall be available only to the extent such award is payable separately
to Tenant and does not diminish the award available to Landlord or any Lender of
Landlord. Any additional portion of such award shall belong to Landlord.


                                   ARTICLE 12.

                             REPAIR AND MAINTENANCE

A. TENANT'S OBLIGATIONS. Tenant shall keep the Premises in good working order,
repair and condition (which condition shall be neat, clean and sanitary) and in
compliance with all Laws now or hereafter adopted pertaining to the Premises and
shall diligently maintain and repair all nonstructural aspects of the Premises
not included in Landlord's obligations below.

B. LANDLORD'S OBLIGATIONS. Landlord shall maintain (i) the foundations, roof,
perimeter walls and exterior windows, and all structural aspects of the
Building, and (ii) all nonstructural aspects of the Building which relate to the
Common Areas or to more than one tenant's premises, or which no tenant of the
Building is required to maintain and repair, including all systems and
facilities necessary for the operation of the Building and the provision of
services and utilities as required herein (except to the extent that any of the
foregoing items are installed by or on behalf of, or are the property of,
Tenant). Landlord shall also make any necessary repairs to the Building standard
mechanical, HVAC, electrical, and plumbing systems in or servicing the Premises
(the cost of which shall be included in Operating Expenses under Article 4),
excluding repairs required to be made by Tenant pursuant to this Article.
Landlord shall have no responsibility to make any repairs unless and until
Landlord receives written notice of the need for such repair or otherwise
becomes aware. Landlord shall not be liable for any failure to make repairs or
to perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need for such repairs or maintenance is
received by Landlord from Tenant or after Landlord otherwise becomes aware.
Landlord shall make every



                                       10
<PAGE>   14

reasonable effort to perform all such repairs or maintenance in such a manner
(in its judgment) so as to cause minimum interference with Tenant and the
Premises but Landlord shall not be liable to Tenant for any interruption or loss
of business pertaining to such activities. Landlord shall have the right to
require that any damage caused by the willful misconduct of Tenant or any of
Tenant's agents, contractors, employees, invitees or customers, be paid for and
performed by the Tenant (without limiting Landlord's other remedies herein).

C. GENERAL OBLIGATIONS. Alterations to the Premises required from time to time
to comply with applicable laws, requirements of any board of property insurance
underwriters or similar entity, or reasonable requirements of Landlord's or
Tenant's insurers shall be made by the party to this Lease responsible for
maintaining and repairing the applicable aspect of the Premises hereunder.
Notwithstanding the foregoing, in the event that Landlord is required to make
any such alteration as the result of any use of the Premises by Tenant (i) which
was not contemplated at the time this Lease was signed and (ii) which is not
common to 50% or more of the tenants of the Building, Tenant shall reimburse
Landlord upon demand for all expenses reasonably incurred by Landlord in
connection therewith. If reasonably necessary to comply with changes in
applicable laws and requirements, Landlord may take back a portion or portions
of the Premises provided that the Monthly Rent and Additional Rent shall be
abated in proportion to any resulting impairment of Tenant's use of the
Premises. Landlord warrants to Tenant that, as of the Commencement Date, all
aspects of the Premises comprising Landlord's Work, if any, shall comply with
all applicable laws, with the requirements of Landlord's insurers, and with the
requirements of all boards of property insurance underwriters and similar
entities.

D. SIGNS AND OBSTRUCTIONS. Tenant shall not obstruct or permit the obstruction
of light, halls, Common Areas, roofs, parapets, stairways or entrances to the
Building or the Premises and will not affix, paint, erect or inscribe any sign,
projection, awning, signal or advertisement of any kind to any part of the
Building or the Premises, including the inside or outside of the windows or
doors, without the written consent of Landlord. Landlord shall have the right to
withdraw such consent at any time and to require Tenant to remove any sign,
projection, awning, signal or advertisement to be affixed to the Building or the
Premises if such sign, etc. is later determined to obstruct the foregoing areas.
If such work is done by Tenant through any person, firm or corporation not
designated by Landlord, or without the express written consent of Landlord,
Landlord shall have the right to remove such signs, projections, awnings,
signals or advertisements without being liable to the Tenant by reason thereof
and to charge the cost of such removal to Tenant as Additional Rent, payable
within ten (10) days of Landlord's demand therefor.

E. OUTSIDE SERVICES. Tenant shall not permit, except by Landlord or a person or
company reasonably satisfactory to and approved by Landlord: (i) the
extermination of vermin in, on or about the Premises; (ii) the servicing of
heating, ventilating and air conditioning equipment; (iii) the collection of
rubbish and trash other than in compliance with local government health
requirements and in accordance with the rules and regulations established by
Landlord, which shall minimally provide that Tenant's rubbish and trash shall be
kept in containers located so as not to be visible to members of the public and
in a sanitary and neat condition; or (iv) window cleaning, janitorial services
or similar work in or about the Premises.


                                   ARTICLE 13.

                             INSPECTION OF PREMISES

Tenant shall permit the Landlord, the Building Manager and its authorized
representatives to enter the Premises to show the Premises during Normal
Business Hours of Building and at other reasonable times to inspect the Premises
and to make such repairs, improvements, alterations or additions in the Premises
or in the Building of which they are a part as Landlord may deem necessary or
appropriate.




                                       11
<PAGE>   15

                                   ARTICLE 14.

                              SURRENDER OF PREMISES

Upon the expiration of the Term, or sooner termination of the Lease, Tenant
shall quit and surrender to Landlord the Premises, broom clean, in good order
and condition, normal wear and tear and damage by fire and other casualty
excepted. All leasehold improvements and other fixtures, such as light fixtures
and HVAC equipment, wall coverings, carpeting and drapes, in or serving the
Premises, whether installed by Tenant or Landlord, shall be Landlord's property
and shall remain, all without compensation, allowance or credit to Tenant. Any
property not removed shall be deemed to have been abandoned by Tenant and may be
retained or disposed of by Landlord at Tenant's expense free of any and all
claims of Tenant, as Landlord shall desire. All property not removed from the
Premises by Tenant may be handled or stored by Landlord at Tenant's expense and
Landlord shall not be liable for the value, preservation or safekeeping thereof.
At Landlord's option all or part of such property may be conclusively deemed to
have been conveyed by Tenant to Landlord as if by bill of sale without payment
by Landlord. The Tenant hereby waives to the maximum extent allowable the
benefit of all laws now or hereafter in force in this state or elsewhere
exempting property from liability for rent or for debt.

                                   ARTICLE 15.

                                  HOLDING OVER

Tenant shall pay Landlord 150% for the first (1st) month and 200% thereafter of
the amount of Rent then applicable prorated on a per diem basis for each day
Tenant shall retain possession of the Premises or any part thereof after
expiration or earlier termination of this Lease, together with all damages
sustained by Landlord on account thereof. Notwithstanding the foregoing, if
Tenant and Landlord are in good faith negotiations to extend the Term of the
Lease or Landlord has otherwise given its written consent to permit Tenant to
holdover at an agreed-upon rate, then Tenant shall not be liable to pay the
foregoing holdover Rent during such period. However, if Tenant and Landlord are
not negotiating in good faith as of the expiration of the Term, or do not enter
into an amendment to extend the Term within thirty (30) days following the
expiration of the Term, using good faith efforts, then Tenant shall pay the
holdover rates specified herein. The foregoing provisions shall not serve as
permission for Tenant to hold-over, nor serve to extend the Term (although
Tenant shall remain bound to comply with all provisions of this Lease until
Tenant vacates the Premises) and Landlord shall have the right at any time
thereafter to enter and possess the Premises and remove all property and persons
therefrom. No acceptance by Landlord of any Rent during or for any period
following the expiration of termination of the Lease shall operate or be
construed as an extension or renewal of the Lease Term. Should Tenant remain in
the Premises on a month-to-month basis with Landlord's approval, such
month-to-month tenancy may be cancelled by either party with thirty (30) days'
prior written notice or such lesser time period as may be permitted by law.

                                   ARTICLE 16.

                            SUBLETTING AND ASSIGNMENT


A. LANDLORD'S CONSENT. Tenant shall not assign its interests hereunder, sublease
all or any portion of the Premises (for purposes of this Lease, a license shall
be deemed to be a sublease), or allow any other person to use or occupy any
portion of the Premises, without the prior written consent of Landlord, which
shall not be unreasonably withheld, except that Landlord shall not, under any
circumstances, be obligated to consent to any assignment or subletting by Tenant
(i) to any other tenant of the Building, (ii) by operation of law, or (iii) to
any person who fails to meet any of the other reasonable criteria of Landlord
that Tenant was required to meet prior to the execution of this Lease,
including, without limitation, the following:




                                       12
<PAGE>   16

                  a. The financial strength of the proposed assignee or
         subtenant, both in terms of net worth and in terms of reasonably
         anticipated cash flow over the Lease term, is not materially less than
         Tenant's financial strength at the time this Lease was signed or at the
         time of such assignment or sublease, whichever is greater.

                  b. The proposed assignee or subtenant will not burden the
         Premises and/or Common Areas to an extent substantially
         disproportionate to typical tenants of the Building, whether through
         disproportionate demand for landlord services or utilities,
         disproportionate bearing weights on floor areas, disproportionate
         parking requirements, deterioration of floors or other elements of the
         Building, or otherwise.

                  c. The proposed assignee or subtenant does not intend to make
         substantial alterations to the Premises which would, in Landlord's
         reasonable judgment, result in a material net decrease in the value of
         the Premises as improved.

                  d. The proposed assignee's or subtenant's use of the Premises
         will, in Landlord's sole judgment, be compatible with the uses of the
         other tenants in the Building or will be appropriate for a first class
         office building.

                  e. Any other basis on which Landlord can reasonably refuse to
         withhold its consent to the proposed assignment or sublease, including
         any failure of the proposed assignee or subtenant to meet any of the
         reasonable criteria of Landlord that Tenant was required to meet prior
         to the execution of this Lease.

With respect to any proposed assignment or subleasing requiring Landlord's
consent, Tenant shall submit to Landlord in writing, at least 60 days prior to
the effective date of the assignment or sublease, (i) a notice of application to
assign or sublease, setting forth the proposed effective date, which shall be
not less than 60 or more than 90 days after the delivery of such notice; (ii)
the name of the proposed transferee; (iii) the nature of the proposed
transferee's business to be carried on in the Premises; (iv) the terms of the
proposed sublease or assignment; and (v) a current financial statement of the
proposed transferee. Tenant shall not submit any such application to Landlord
until Tenant has received a bona fide offer from the proposed transferee, and
Tenant shall furnish Landlord, in addition to the foregoing, with all other
information reasonably required by Landlord with respect to such transfer and
transferee. Any transfer (or sequence of transfers resulting, in the aggregate,
in the transfer) of 50% or more of the beneficial ownership of Tenant shall
constitute an assignment for purposes of this Article.

B. TRANSFERS NOT REQUIRING CONSENT. Notwithstanding the foregoing, Landlord's
consent shall not be required with respect to (i) any assignment resulting from
a consolidation, merger or purchase of substantially all of Tenant's assets; or
(ii) any assignment or sublease to a person (a) who wholly owns Tenant or who
wholly owns the person who wholly owns Tenant (in either case, a "Parent"), or
who is wholly owned by Tenant or a Parent, or is wholly owned by a person who is
wholly owned by Tenant or a Parent, and (b) whose financial strength, both in
terms of net worth and in terms of reasonably anticipated cash flow over the
Lease term, is not materially less than Tenant's financial strength at the time
this Lease was executed or at the time of such assignment or sublease, whichever
is greater. With respect to any assignment or subletting to which Landlord's
consent is not required, the following provisions shall apply:

                  1. Tenant shall give Landlord written notice of the assignment
or subletting no less than 45 days prior to the effective date thereof, which
notice shall set forth the identity of the proposed transferee, the reason(s)
why Landlord's consent is not required, and the nature of the proposed
transferee's business to be carried on in the Premises.

                  2. Tenant shall furnish Landlord (a) no less than 30 days
prior to the effective date of the assignment or subletting, with a current
financial statement of the proposed transferee reasonably acceptable to
Landlord, and (b) within three (3) days following Landlord's demand, with all
other information reasonably requested by Landlord with respect to such
transferee.




                                       13
<PAGE>   17

Any assignment or subletting to which Landlord's consent is not required and
with respect to which the provisions of this paragraph are not complied with
shall, at Landlord's option, be void.

C. RECAPTURE. Except for transfers under Article 16B above, Landlord shall have
the option to be exercised within fifteen (15) business days from the submission
of the aforesaid information to cancel this Lease with respect to the space to
be assigned or the space to be sublet for the duration of the proposed sublease.
In the event that Landlord exercises its right hereunder to terminate this Lease
and recapture the space, Landlord agrees that Tenant shall be released as of the
effective date of the termination from all obligations hereunder with respect to
the space assigned or sublet, except for those obligations which survive Lease
termination or expiration.

D. NET REVENUES.

                  1. SUBLEASE REVENUES. In the event that Tenant subleases all
or any portion of the Premises and the total of all amounts payable to Tenant
for any month under any such sublease exceeds the total of all amounts payable
to Landlord hereunder for such month for the same space, such net sublease
revenues ("Net Sublease Revenues") received by Tenant for any month shall be
paid to Landlord within 5 business days thereafter.

                  2. ASSIGNMENT REVENUES. In the event that Tenant assigns this
Lease with respect to all or any portion of the Premises (the "assigned
premises"), Tenant shall pay to Landlord the amount, if any, by which all
amounts paid to Tenant in consideration of such assignment exceed the sum of (a)
all Monthly Rent and Additional Rent paid by Tenant for the assigned premises
for the period from the date Tenant vacated the same (and provided Landlord with
written notice of such vacation) until the effective date of the assignment and
(b) all brokerage commissions reasonably incurred by the assigning tenant in
connection with such assignment.

E. CONTINUING LIABILITY; VOIDABLE TRANSFERS. No assignment of this Lease (other
than an assignment to Landlord resulting from Landlord's right of recapture),
and no subletting of all or any portion of the Premises, shall release Tenant or
any guarantor with respect to any post-transfer obligations, unless Landlord
agrees otherwise in writing in its absolute discretion and any such assignment
or sublease shall, at Landlord's option, be void in the event that Tenant and
each such guarantor, if any, does not expressly acknowledge and affirm its
continuing liability in form and substance reasonably satisfactory to Landlord.
The continuing liability of the assigning Tenant shall be primary, and Landlord
shall be entitled to exercise its rights and remedies against any such assignor
with respect to any Tenant Default without exhausting its rights and remedies
against any successor of such assignor. In the event that it is ever held,
notwithstanding the contrary intention of the parties hereto, that any such
assignor's continuing liability is that of a guarantor (rather than primary),
Tenant hereby waives any and all suretyship rights and defenses to which it
would otherwise be entitled in connection with such continuing liability.
Notwithstanding the foregoing, in the event that, following any assignment
(other than an assignment described in Section B, above), Landlord and such
assignee modify this Lease in such a way as to increase Tenant's total
obligations hereunder, neither the assigning Tenant nor any guarantor whose
guaranty pre-dated such assignment shall be liable for the incremental portion
of Tenant's obligations corresponding to such increase. The acceptance of any
assignment by an assignee shall automatically constitute the assumption by such
assignee of all obligations of Tenant with respect to the assigned premises that
accrue following the assignment; provided, however, that any assignment of this
Lease shall, at Landlord's option, be void in the event that the assignee does
not expressly acknowledge and affirm the effectiveness of the foregoing
assumption in form and substance reasonably satisfactory to Landlord. Any
assignment or subletting by Tenant to which Landlord's consent is required but
not obtained shall, at Landlord's option, be void. Following Landlord's consent,
or refusal to consent, to any assignment or sublease, Tenant shall pay Landlord,
upon demand, a reasonable charge (not to exceed $500.00) to cover Landlord's
administrative and out-of-pocket costs in connection therewith.

F. OTHER PROVISIONS APPLICABLE TO TRANSFERS. No assignment or subletting shall
be deemed to modify any provision of this Lease, with respect to permitted or
restricted uses of the Premises or otherwise, unless Landlord then agrees
otherwise in writing in its absolute discretion. Tenant shall promptly furnish
Landlord with a copy of each



                                       14
<PAGE>   18

executed assignment or sublease, and with copies of any supplements or
modifications thereto which may be executed from time to time.

G. ASSIGNMENT OF SUBLEASE REVENUES. Tenant hereby absolutely assigns to Landlord
all of Tenant's right, title and interest in and to all revenues from each
sublease of all or any portion of the Premises; provided, however, that Landlord
hereby grants Tenant a license, which shall remain in effect so long as no
Tenant default remains uncured, to collect all such revenues (subject to
Tenant's obligation to deliver certain of such revenues to Landlord under this
Article). Upon the occurrence of any Tenant default, Landlord may revoke such
license by written notice to Tenant and may, by written notice to any subtenant
of Tenant, demand that such subtenant pay all such revenues directly to
Landlord. In such event Tenant hereby irrevocably authorizes and directs any
such subtenant to pay such revenues to Landlord, and further agrees (a) that any
such subtenant shall be obligated and entitled to pay such revenues to Landlord
notwithstanding any contrary contentions or instructions later received from
Tenant and (b) that no such subtenant shall have any liability to Tenant for any
such revenues paid to Landlord in accordance with the foregoing. Landlord shall
not be entitled to use or enjoy any such revenues except for the purpose of
applying such revenues against unfulfilled obligations of Tenant hereunder with
respect to which the applicable cure periods have expired, or to reimburse
Landlord for costs reasonably incurred as a result of any Tenant default, or to
compensate Landlord for other losses suffered by Landlord as a result of any
Tenant default. Any such revenues remaining in Landlord's possession following
the cure of all Tenant defaults and the reimbursement of all such costs and
losses shall be delivered to Tenant upon demand. No such notice to any subtenant
or receipt of revenues from any subtenant shall be deemed to constitute either
(i) Landlord's consent to such sublease or (ii) the assumption by Landlord of
any obligation of Tenant under such sublease, nor shall any such notice or
receipt create privity of contract between Landlord and the applicable subtenant
or be construed as a nondisturbance or similar agreement between Landlord and
such subtenant.

H. TRANSFERS BY SUBTENANTS. The provisions of this Article shall also apply to
assignments and subleases by subtenants, sub-subtenants and so on.

I. ASSIGNMENT OF OPTIONS. Without limiting the generality of any provision of
this Lease which states that any option or other right of Tenant is personal to
the original Tenant hereunder or may only be assigned under certain conditions,
no option or similar right of Tenant hereunder, including without limitation any
option to extend or renew, option to expand, first offer or first refusal right,
or first right to lease, may be assigned except in connection with an assignment
under Article 16B above, and any attempt to assign such right shall be null and
void.

J. ENCUMBRANCE. Tenant shall not assign its interests hereunder as security for
any obligation without Landlord's prior written consent, which may be withheld
in Landlord's absolute discretion, and any such assignment without such consent
shall, at Landlord's option, be void.


                                   ARTICLE 17.

               SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

This Lease is subject and subordinate to all Mortgages now or hereafter placed
upon the Building, and all other encumbrances and matters of public record
applicable to the Building, including without limitation, any reciprocal
easement or operating agreements, covenants, conditions and restrictions and
Tenant shall not act or permit the Premises to be operated in violation thereof.
If any foreclosure or power of sale proceedings are initiated by any Lender or a
deed in lieu is granted (or if any ground lease is terminated), Tenant agrees,
upon written request of any such Lender or any purchaser at such foreclosure
sale and upon receipt of a reasonably satisfactory subordination,
non-disturbance and attornment agreement, to attorn and pay Rent to such party
and to execute and deliver any instruments necessary or appropriate to evidence
or effectuate such attornment. In the event of attornment, no Lender shall be:
(i) liable for any act or omission of Landlord, or subject to any offsets or
defenses which Tenant might have against Landlord (prior to such Lender becoming
Landlord under such attornment), (ii) liable for any security deposit or bound




                                       15
<PAGE>   19

by any prepaid Rent not actually received by such Lender, or (iii) bound by any
future modification of this Lease not consented to by such Lender. Any Lender
may elect to make this Lease prior to the lien of its Mortgage, and if the
Lender under any prior Mortgage shall require, this Lease shall be prior to any
subordinate Mortgage; such elections shall be effective upon written notice to
Tenant. Tenant agrees to give any Lender by certified mail, return receipt
requested, a copy of any notice of default served by Tenant upon Landlord,
provided that prior to such notice Tenant has been notified in writing (by way
of service on Tenant of a copy of an assignment of leases, or otherwise) of the
name and address of such Lender. Tenant further agrees that if Landlord shall
have failed to cure such default within the time permitted Landlord for cure
under this Lease, any such Lender whose address has been so provided to Tenant
shall have an additional period of thirty (30) days in which to cure (or such
additional time as may be required due to causes beyond such Lender's control,
including time to obtain possession of the Building by power of sale or judicial
action or deed in lieu of foreclosure). The provisions of this Article shall be
self-operative; however, Tenant shall execute such documentation as Landlord or
any Lender may request from time to time in order to confirm the matters set
forth in this Article in recordable form. To the extent not expressly prohibited
by Law, Tenant waives the provisions of any Law now or hereafter adopted which
may give or purport to give Tenant any right or election to terminate or
otherwise adversely affect this Lease or Tenant's obligations hereunder if such
foreclosure or power of sale proceedings are initiated, prosecuted or completed.


                                   ARTICLE 18.

                              ESTOPPEL CERTIFICATE

Tenant shall from time to time, upon written request by Landlord or Lender,
deliver to Landlord or Lender, within ten (10) days from receipt of such
request, a statement in writing certifying: (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications, identifying
such modifications and certifying that the Lease, as modified, is in full force
and effect); (ii) the dates to which the Rent has been paid; (iii) that Landlord
is not in default under any provision of this Lease (or if Landlord is in
default, specifying each such default); and, (iv) the address to which notices
to Tenant shall be sent; it being understood that any such statement so
delivered may be relied upon in connection with any lease, mortgage or transfer.

Tenant's failure to deliver such statement within such time shall be conclusive
upon Tenant that: (i) this Lease is in full force and effect and not modified
except as Landlord may represent; (ii) not more than one month's Rent has been
paid in advance; (iii) there are no defaults by Landlord; and, (iv) notices to
Tenant shall be sent to Tenant's Address as set forth in Article 1 of this
Lease. Notwithstanding the presumptions of this Article, Tenant shall not be
relieved of its obligation to deliver said statement.

                                   ARTICLE 19.

                                    DEFAULTS

A. TENANT DEFAULTS. The occurrence of any of the following shall constitute a
"default" by Tenant hereunder:

         (a) Tenant fails to pay when due any installment or other payment of
         Rent, or any other amount owing to Landlord, within five (5) days of
         its receipt of written notice of such failure; however, Landlord shall
         only be obligated to provide written notice to Tenant once in each
         Lease Year; thereafter, no notice shall be due from Landlord to Tenant
         and Tenant shall be in default if it fails to pay such amounts when
         due, or

         (b) Tenant fails to keep in effect any insurance required to be
         maintained, and such failure continues for thirty (30) days after
         notice thereof given by or on behalf of Landlord, or




                                       16
<PAGE>   20

         (c) Tenant abandons the Premises, or

         (d) Tenant becomes insolvent, makes an assignment for the benefit of
         creditors, files a voluntary petition in bankruptcy or an involuntary
         petition is filed against Tenant which petition is not dismissed within
         sixty (60) days of its filing, or if a receiver shall be appointed for
         its business or its assets and the appointment of such receiver is not
         vacated within sixty (60) days after such appointment, or

         (e) Tenant fails to perform or observe any of the other covenants,
         conditions or agreements contained herein on Tenant's part to be kept
         or performed or breaches a representation made hereunder, and such
         failure shall continue for thirty (30) days after notice thereof given
         by or on behalf of Landlord, or if such default is curable but cure
         cannot reasonably be effected within such thirty (30) day period, such
         default shall not be a default hereunder so long as Tenant promptly
         commences cure within ten (10) days and thereafter diligently
         prosecutes such cure to completion, or

         (f) If the interest of Tenant shall be offered for sale or sold under
         execution or other legal process or if Tenant makes any transfer,
         assignment, conveyance, sale, pledge, disposition of all or a
         substantial portion of Tenant's property, or

         (g) The chronic delinquency by Tenant in the payment of Monthly Rent,
         or any other periodic payments required to be paid by Tenant under the
         Lease. "Chronic delinquency" shall mean failure by Tenant to pay Rent,
         or any other periodic payments required to be paid by Tenant under this
         Lease within five (5) days after written notice thereof for any three
         (3) months (consecutive or nonconsecutive) during any twelve (12) month
         period. In the event of a chronic delinquency, at Landlord's option,
         Landlord shall have the additional right to require that Rent be paid
         by Tenant quarter-annually, in advance. This provision shall in no way
         modify Tenant's obligation to pay Rent on the first (1st) day of the
         month.

B. LANDLORD DEFAULTS. If any alleged default on the part of the Landlord
hereunder occurs, Tenant shall give written notice to Landlord in the manner
herein set forth and shall afford Landlord a period of thirty (30) days within
which to cure such default, or such reasonable extended period of time if such
cure can be completed but cannot reasonably be effected within such thirty (30)
day period so long as Landlord diligently pursues such cure to completion. In
addition, Tenant shall send notice of such default by certified or registered
mail, postage prepaid, to the holder of any Mortgage whose address Tenant has
been notified of in writing, and shall afford such Mortgage holder a reasonable
opportunity to cure any alleged default on Landlord's behalf.

                                   ARTICLE 20.

                                    REMEDIES

A. LANDLORD REMEDIES. The remedies provided Landlord under this Lease are
cumulative. Upon the occurrence of any default by Tenant, and in addition to any
and all other rights provided a Landlord under law or equity for breach of a
lease or tenancy by a Tenant, Landlord shall have the right to pursue one or
more of the following remedies:

         (a) Landlord may serve notice on Tenant that the Term and the estate
hereby vested in Tenant and any and all other rights of Tenant hereunder shall
cease on the date specified in such notice and on the specified date this Lease
shall cease and expire as fully and with the effect as if the Term had expired
for passage of time.

         (b) Without terminating this Lease in case of a default or if this
Lease shall be terminated for default as provided herein, Landlord may re-enter
the Premises, remove Tenant, or cause Tenant to be removed from the Premises in
such manner as Landlord may deem advisable, with legal process.



                                       17
<PAGE>   21

In the event of re-entry without terminating this Lease, Tenant shall continue
to be liable for all rents and other charges accruing or coming due under this
Lease which Rent if not paid in accordance with the terms herein shall
automatically accelerate and become immediately due and payable.

         (c) If Landlord, without terminating this Lease, shall re-enter the
Premises or if this Lease shall be terminated as provided in paragraph (a)
above:

                  (i)      All Rent due from Tenant to Landlord shall thereupon
                           become due and shall be paid up to the time of
                           re-entry, dispossession or expiration, together with
                           reasonable costs and expenses (including, without
                           limitation, any legal fees and expenses) of Landlord

                  (ii)     Landlord, without any obligation to do so except as
                           may be required by applicable law, may relet the
                           Premises or any part thereof for a term or terms
                           which may at Landlord's option be less than or exceed
                           the period which would otherwise have constituted the
                           balance of the Term and may grant such concessions in
                           reletting as Landlord, in the exercise of its
                           reasonable business judgment, deems desirable. In
                           connection with such reletting, Tenant shall be
                           liable for all costs of the reletting including,
                           without limitation, leasing commissions, legal fees
                           and alteration and remodeling costs;

                  (iii)    If Landlord shall have terminated this Leaes, Tenant
                           shall also be liable to Landlord for all damages
                           provided for in law and under this Lease resulting
                           from Tenant's breach including, without limitation,
                           the difference between the aggregate Rents reserved
                           under the terms of this Lease for the balance of the
                           Term together with all other sums payable hereunder
                           as Rent for the balance of the Term, less the fair
                           rental value of the Premises for that period
                           determined as of the date of such termination. For
                           purposes of this paragraph, Tenant shall be deemed to
                           include any guarantor or surety of the Lease.

         (d) Landlord may continue this Lease in effect after Tenant's breach
and abandonment and recover rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations (and with the
understanding that Landlord is under no obligation to relet the Premises under
any conditions so long as there is comparable space available in the Building
for lease).

         (e) Whether or not Landlord terminates this Lease, Landlord shall have
the right, as Landlord chooses in its absolute discretion, (i) to terminate any
or all subleases, licenses, concessions and other agreements entered into by
Tenant in connection with its occupancy of the Premises and/or (ii) to maintain
any or all such agreements in effect and succeed to Tenant's interests in
connection therewith (in which event Tenant shall cease to have any interest in
any such agreement).

B. TENANT REMEDIES. Upon the occurrence of any default by Landlord, Tenant
shall, except as otherwise expressly provided herein, have all rights and
remedies provided hereunder and by law from time to time; provided, however,
that Tenant shall in no event have the right to terminate this Lease except as
expressly provided herein or as provided by law.

                                   ARTICLE 21.

                                 QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent
and observes and performs all the terms, covenants, and conditions of this Lease
on Tenant's part to be observed and performed, Tenant may peaceably



                                       18
<PAGE>   22

and quietly enjoy the Premises subject, nevertheless, to the terms and
conditions of this Lease, and Tenant's possession will not be disturbed by
anyone claiming by, through, or under Landlord.


                                   ARTICLE 22.

                             ACCORD AND SATISFACTION

No payment by Tenant or receipt by Landlord of an amount less than full payment
of Rent then due and payable shall be deemed to be other than on account of the
Rent then due and payable, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
provided for in this Lease or available at law or in equity.


                                   ARTICLE 23.

                                SECURITY DEPOSIT

To secure the faithful performance by Tenant of all of the covenants, conditions
and agreements set forth in this Lease to be performed by it, including, without
limitation, the foregoing covenants, conditions and agreements in this Lease
which become applicable upon its termination by re-entry or otherwise, Tenant
has deposited with Landlord the sum shown in Article 1 as a "Security Deposit"
on the understanding:

         (a)      that the Security Deposit or any portion thereof may be
                  applied to the curing of any default that may exist, without
                  prejudice to any other remedy or remedies which the Landlord
                  may have on account thereof, and upon such application Tenant
                  shall pay Landlord on demand the amount so applied which shall
                  be added to the Security Deposit so the same will be restored
                  to its original amount;

         (b)      that should the Premises be conveyed by Landlord, the Security
                  Deposit or any balance thereof may be turned over to the
                  Landlord's grantee, and if the same be turned over as
                  aforesaid, Tenant hereby releases Landlord from any and all
                  liability with respect to the Security Deposit and its
                  application or return, and Tenant agrees to look solely to
                  such grantee for such application or return;

         (c)      that Landlord may commingle the Security Deposit with other
                  funds and not be obligated to pay Tenant any interest;

         (d)      that the Security Deposit shall not be considered as advance
                  payment of Rent or a measure of damages for any default by
                  Tenant, nor shall it be a bar or defense to any actions by
                  Landlord against Tenant;

         (e)      that if Tenant shall faithfully perform all of the covenants
                  and agreements contained in this Lease on the part of the
                  Tenant to be performed, the Security Deposit or any then
                  remaining balance thereof, shall be returned to Tenant,
                  without interest, within thirty (30) days after the expiration
                  of the Term. Tenant further covenants that it will not assign
                  or encumber the money deposited herein as a Security Deposit
                  and that neither Landlord nor its successors or assigns shall
                  be bound by any such assignment, encumbrance, attempted
                  assignment or attempted encumbrance.




                                       19
<PAGE>   23

                                   ARTICLE 24.

                              BROKERAGE COMMISSION

Landlord and Tenant represent and warrant to each other that neither has dealt
with any broker, finder or agent except for the Broker(s) identified in Article
1. Tenant and Landlord represent and warrant to the other that (except with
respect to the Broker(s) identified in Article 1) no broker, agent, commission
salesperson, or other person has represented either party in the negotiations
for and procurement of this Lease and of the Premises and that no commissions,
fees, or compensation of any kind are due and payable in connection herewith to
any broker, agent, commission salesperson, or other person. Each party agrees to
indemnify the other and hold the other harmless from any and all claims, suits,
or judgments (including, without limitation, reasonable attorneys' fees and
court costs incurred in connection with any such claims, suits, or judgments, or
in connection with the enforcement of this indemnity) for any fees, commissions,
or compensation of any kind which arise out of or are in any way connected with
any claimed agency relationship not referenced in Article 1. Landlord shall pay
its Broker a commission pursuant to a separate agreement, and Landlord's Broker
shall pay Tenant's Broker a commission pursuant to a separate agreement between
Landlord's Broker and Tenant's Broker.


                                   ARTICLE 25.

                                  FORCE MAJEURE

Landlord shall be excused for the period of any delay in the performance of any
obligation hereunder when prevented from so doing by a cause or causes beyond
its control, including all labor disputes, civil commotion, war, war-like
operations, invasion, rebellion, hostilities, military or usurped power,
sabotage, governmental regulations or controls, fire or other casualty,
inability to obtain any material or services, or through acts of God. Tenant
shall similarly be excused for delay in the performance of any obligation
hereunder; provided:

         (a)      nothing contained in this Section or elsewhere in this Lease
                  shall be deemed to excuse or permit any delay in the payment
                  of the Rent, or any delay in the cure of any default which may
                  be cured by the payment of money;

         (b)      no reliance by Tenant upon this Section shall limit or
                  restrict in any way Landlord's right of self-help as provided
                  in this Lease; and

         (c)      Tenant shall not be entitled to rely upon this Section unless
                  it shall first have given Landlord written notice of the
                  existence of any force majeure preventing the performance of
                  an obligation of Tenant within five days after the
                  commencement of the force majeure.

                                   ARTICLE 26.

                                     PARKING

         (a) Landlord hereby grants to Tenant the right, in common with others
authorized by Landlord, to use the parking facilities owned by Landlord, if any,
and to use no more than the number of parking spaces made available to Tenant in
the parking ratio set forth in Article 1(R) notwithstanding the number of
Tenant's employees, customers or invitees. Landlord, at its election, may
designate the types and locations of parking spaces within the parking
facilities which Tenant shall be allowed to use. Landlord shall have the right,
at Landlord's election, to change said types and locations from time to time.

         (b) Commencing on the Commencement Date, Tenant shall pay Landlord the
Parking Fee, if any, shown in Article 1, as Additional Rent, payable monthly in
advance with the Monthly Rent. If there is a Parking Fee shown in Schedule 1,
then thereafter, and throughout the Term, the parking rate for each type of
parking space provided to Tenant hereunder shall be the prevailing parking rate,
as Landlord may designate from time to time, at Landlord's



                                       20
<PAGE>   24

election, for each such type of parking space. In addition to the right reserved
hereunder by Landlord to designate the parking rate from time to time, Landlord
shall have the right to change the parking rate at any time to include therein
any amounts levied, assessed, imposed or required to be paid to any governmental
authority on account of the parking, use, or transportation of motor vehicles,
or the reduction or control of motor vehicle traffic, or motor vehicle
pollution.

         (c) If requested by Landlord, Tenant shall notify Landlord of the
license plate number, year, make and model of the automobiles entitled to use
the parking facilities and if requested by Landlord, such automobiles shall be
identified by automobile window stickers provided by Landlord, and only such
designated automobiles shall be permitted to use the parking facilities. If
Landlord institutes such an identification procedure, Landlord may, in its sole
discretion, provide additional parking spaces for use by customers and invitees
of Tenant on a daily basis at prevailing parking rates, if any. At Landlord's
election, Landlord may make validation stickers available to Tenant for any such
additional parking spaces. In the event Tenant exceeds the number of allotted
parking spaces set forth in Article 1(R) or if Landlord has instituted a window
sticker or other parking procedure and Tenant's employees, customers or invitees
do not comply with any such procedure, then in any of such events, Landlord
shall be entitled to tow, without any liability to Tenant, its employees,
customers or invitees, any vehicles not complying with Landlord's procedures or
parking in excess of such allotted number of spaces.

         (d) The parking facilities provided for herein are provided solely for
the accommodation of Tenant and Landlord assumes no responsibility or liability
of any kind whatsoever from whatever cause with respect to the automobile
parking areas, including adjoining streets, sidewalks, driveways, property and
passageways, or the use thereof by Tenant or tenant's employees, customers,
agents, contractors or invitees.


                                   ARTICLE 27.

                               HAZARDOUS MATERIALS

A. DEFINITION OF HAZARDOUS MATERIALS. The term "Hazardous Materials" for
purposes hereof shall mean any chemical, substance, materials or waste or
component thereof which is now or hereafter listed, defined or regulated as a
hazardous or toxic chemical, substance, materials or waste or component thereof
by any federal, state or local governing or regulatory body having jurisdiction,
or which would trigger any employee or community "right-to-know" requirements
adopted by any such body, or for which any such body has adopted any
requirements for the preparation or distribution of a materials safety data
sheet ("MSDS").

B. NO HAZARDOUS MATERIALS. Tenant shall not transport, use, store, maintain,
generate, manufacture, handle, dispose, release or discharge any Hazardous
Materials. However, the foregoing provisions shall not prohibit the
transportation to and from, and use, storage, maintenance and handling within
the Premises of Hazardous Materials customarily used in the business or activity
expressly permitted to be undertaken in the Premises under Article 6, provided:
(a) such Hazardous Materials shall be used and maintained only in such
quantities as are reasonably necessary for such permitted use of the Premises
and the ordinary course of Tenant's business therein, strictly in accordance
with applicable Law, highest prevailing standards, and the manufacturers'
instructions therefor, (b) such Hazardous Materials shall not be disposed of,
released or discharged in the Building, and shall be transported to and from the
Premises in compliance with all applicable Laws, and as Landlord shall
reasonably require, (c) if any applicable Law or Landlord's trash removal
contractor requires that any such Hazardous Materials be disposed of separately
from ordinary trash, Tenant shall make arrangements at Tenant's expense for such
disposal directly with a qualified and licensed disposal company at a lawful
disposal site (subject to scheduling and approval by Landlord), and (d) any
remaining such Hazardous Materials shall be completely, properly and lawfully
removed from the Building upon expiration or earlier termination of this Lease.
Any clean up, remediation and removal work shall be subject to Landlord's prior
written approval (except in emergencies), and shall include, without limitation,
any testing, investigation, and the preparation and implementation of any
remedial action plan required by any governmental body having jurisdiction or
reasonably



                                       21
<PAGE>   25

required by Landlord. If Landlord or any Lender or governmental body arranges
for any tests or studies showing that this Article has been violated by Tenant,
Tenant shall pay for the costs of such tests.

C. NOTICES TO LANDLORD. Tenant shall promptly notify Landlord of: (i) any
enforcement, cleanup or other regulatory action taken or threatened by any
governmental or regulatory authority with respect to the presence of any
Hazardous Materials on the Premises or the migration thereof from or to other
property, (ii) any demands or claims made or threatened by any party relating to
any loss or injury resulting from any Hazardous Materials on the Premises, (iii)
any release, discharge or non-routine, improper or unlawful disposal or
transportation of any Hazardous Materials on or from the Premises or in
violation of this Article, and (iv) any matters where Tenant is required by Law
to give a notice to any governmental or regulatory authority respecting any
Hazardous Materials on the Premises. Landlord shall have the right (but not the
obligation) to join and participate, as a party, in any legal proceedings or
actions affecting the Premises initiated in connection with any environmental,
health or safety law. At such times as Landlord may reasonably request, Tenant
shall provide Landlord with a written list, certified to be true and complete,
identifying any Hazardous Materials then used, stored, or maintained upon the
Premises, the use and approximate quantity of each such materials, a copy of any
MSDS issued by the manufacturer therefor, and such other information as Landlord
may reasonably require or as may be required by Law.

D. INDEMNIFICATIONS. Tenant will indemnify, defend (by counsel reasonably
acceptable to Landlord), protect, and hold Landlord and each of Landlord's
partners, employees, agents, attorneys, successors and assigns, free and
harmless from and against any and all claims, liabilities, penalties,
forfeitures, losses or expenses (including attorney's fees) or death of or
injury to any person or damage to any property whatsoever, arising from or
caused in whole or in part, directly or indirectly, by:

                  (i) the presence in, on, under or about the Premises or
         discharge in or from the Premises of any Hazardous Materials placed in,
         under or about, the Premises by Tenant or at Tenant's direction,
         excluding any tenant improvement work done by Landlord; or

                  (ii) Tenant's use, analysis, storage, transportation,
         disposal, release, threatened release, discharge or generation of
         Hazardous Materials to, in, on, under, about or from the Premises; or

                  (iii) Tenant's failure to comply with any Hazardous Materials
         Law applicable hereunder to Tenant.

Landlord will indemnify, defend (by counsel reasonably acceptable to Tenant),
protect, and hold Tenant and each of Tenant's employees, agents, attorneys,
successors and assigns, free and harmless from and against any and all claims,
liabilities penalties, forfeitures, losses or expenses (including attorney's
fees) or death of or injury to any person or damage to any property whatsoever,
arising from or caused in whole or in part, directly or indirectly, by:

                  (i) the presence in, on, under or about the Premises or the
         Building or discharge in or from the Premises or the Building of any
         Hazardous Materials placed, in, on, under or about the Premises or the
         Building by Landlord or at Landlord's direction; or

                  (ii) Landlord's use, analysis, storage, transportation,
         disposal, release, threatened release, discharge or generation of
         Hazardous Materials to, in, on, under, about or from the Premises or
         the Building; or

                  (iii) Landlord's failure to comply with any Hazardous
Materials Law.

The obligations of each party ("INDEMNIFYING PARTY") pursuant to this Section
includes, without limitation, and whether foreseeable or unforeseeable, all
costs of any required or necessary repair, cleanup or detoxification or
decontamination of the Premises or the Building, and the preparation and
implementation of any closure, remedial action or other required plans in
connection therewith, and survives the expiration or earlier termination of the
term of the Lease.



                                       22
<PAGE>   26

                                   ARTICLE 28.

                     ADDITIONAL RIGHTS RESERVED BY LANDLORD

In addition to any other rights provided for herein, Landlord reserves the
following rights, exercisable without liability to Tenant for damage or injury
to property, person or business and without effecting an eviction, constructive
or actual, or disturbance of Tenant's use or possession or giving rise to any
claim:

         (a)      To name the Building and to change the name or street address
                  of the Building;

         (b)      To install and maintain all signs on the exterior and interior
                  of the Building;

         (c)      To designate all sources furnishing sign painting or lettering
                  for use in the Building:

         (d)      During the last ninety (90) days of the Term, if Tenant has
                  vacated the Premises, to decorate, remodel, repair, alter or
                  otherwise prepare the Premises for occupancy, without
                  affecting Tenant's obligation to pay Rent for the Premises;

         (e)      To have pass keys to the Premises and all doors therein,
                  excluding Tenant's vaults and safes;

         (f)      On reasonable prior notice to Tenant, to exhibit the Premises
                  to any prospective purchaser, Lender, mortgagee, or assignee
                  of any mortgage on the Building or Land and to others having
                  an interest therein at any time during the Term, and to
                  prospective tenants during the last six months of the Term;

         (g)      To take any and all measures, including entering the Premises
                  for the purpose of making inspections, repairs, alterations,
                  additions and improvements to the Premises or to the Building
                  (including for the purpose of checking, calibrating, adjusting
                  and balancing controls and other parts of the Building
                  Systems), as may be necessary or desirable for the operation,
                  improvement, safety, protection or preservation of the
                  Premises or the Building, or in order to comply with all Laws,
                  orders and requirements of governmental or other authority, or
                  as may otherwise be permitted or required by this Lease;
                  provided, however, that during the progress of any work on the
                  Premises or at the Building, Landlord will attempt not to
                  inconvenience Tenant, but shall not be liable for
                  inconvenience, annoyance, disturbance, loss of business, or
                  other damage to Tenant by reason of performing any work or by
                  bringing or storing materials, supplies, tools or equipment in
                  the Building or Premises during the performance of any work,
                  and the obligations of Tenant under this Lease shall not
                  thereby be affected in any manner whatsoever;

         (h)      To relocate various facilities within the Building and on the
                  land of which the Building is a part if Landlord shall
                  determine such relocation to be in the best interest of the
                  development of the Building and Property, provided that such
                  relocation shall not materially restrict access to the
                  Premises; and

         (i)      To install vending machines of all kinds in the Building and
                  to receive all of the revenue derived therefrom, provided,
                  however, that no vending machines shall be installed by
                  Landlord in the Premises unless Tenant so requests.




                                       23
<PAGE>   27

                                   ARTICLE 29.

                                  DEFINED TERMS

A. "Building" shall refer to the Building named in Article 1 of which the leased
Premises are a part (including all modifications, additions and alterations made
to the Building during the term of this Lease), the real property on which the
same is located, all plazas, common areas and any other areas located on said
real property and designated by Landlord for use by all tenants in the Building.

B. "Common Areas" shall mean and include all areas, facilities, equipment,
directories and signs of the Building (exclusive of the Premises and areas
leased to other Tenants) made available and designated by Landlord for the
common and joint use and benefit of Landlord, Tenant and other tenants and
occupants of the Building including, but not limited to, lobbies, public
washrooms, hallways, sidewalks, parking areas, landscaped areas and service
entrances. Common Areas may further include such areas in adjoining properties
under reciprocal easement agreements, operating agreements or other such
agreements now or hereafter in effect and which are available to Landlord,
Tenant and Tenant's employees and invitees. Landlord reserves the right in its
reasonable discretion and from time to time, to construct, maintain, operate,
repair, close, limit, take out of service, alter, change, and modify all or any
part of the Common Areas.

C. "Default Rate" shall mean eighteen percent (18%) per annum, or the highest
rate permitted by applicable law, whichever shall be less. If the application of
the Default Rate causes any provision of this Lease to be usurious or
unenforceable, the Default Rate shall automatically be reduced to the highest
rate allowed by law so as to prevent such result.

D. "Hazardous Materials" shall have the meaning set forth in Article 27.

E. "Landlord" and "Tenant" shall be applicable to one or more parties as the
case may be, and the singular shall include the plural, and the neuter shall
include the masculine and feminine; and if there be more than one, the
obligations thereof shall be joint and several. For purposes of any provisions
indemnifying or limiting the liability of Landlord, the term "Landlord" shall
include Landlord's present and future partners, beneficiaries, trustees,
officers, directors, employees, shareholders, principals, agents, affiliates,
successors and assigns.

F. "Law" or "Laws" shall mean all federal, state, county and local governmental
and municipal laws, statutes, ordinances, rules, regulations, codes, decrees,
orders and other such requirements, applicable equitable remedies and decisions
by courts in cases where such decisions are binding precedents in the state in
which the Building is located, and decisions of federal courts applying the Laws
of such state.

G. "Lease" shall mean this lease executed between Tenant and Landlord, including
any extensions, amendments or modifications and any Exhibits attached hereto.

H. "Lease Year" shall mean each twelve (12) month period commencing on the
Commencement Date and expiring on each anniversary thereof during the Lease
Term.

I. "Lender" shall mean the holder of a Mortgage at the time in question, and
where such Mortgage is a ground lease, such term shall refer to the ground
lessee.

J. "Mortgage" shall mean all mortgages, deeds of trust, ground leases and other
such encumbrances now or hereafter placed upon the Building or any part thereof
with the written consent of Landlord, and all renewals, modifications,
consolidations, replacements or extensions thereof, and all indebtedness now or
hereafter secured thereby and all interest thereon.

K. "Operating Expenses" shall mean all operating expenses of any kind or nature
which are necessary, ordinary or customarily incurred in connection with the
operation, maintenance or repair of the Building as determined by Landlord.




                                       24
<PAGE>   28

Operating Expenses shall include, but not be limited to:

         1.1      costs of supplies, including, but not limited to, the cost of
                  relamping all Building standard lighting as the same may be
                  required from time to time;

         1.2      costs incurred in connection with obtaining and providing
                  energy for the Building, including, but not limited to, costs
                  of propane, butane, natural gas, steam, electricity, solar
                  energy and fuel oils, coal or any other energy sources;

         1.3      costs of water and sanitary and storm drainage services;

         1.4      costs of janitorial and security services;

         1.5      costs of general maintenance and repairs, including costs
                  under HVAC and other mechanical maintenance contracts and
                  maintenance, repairs and replacement of equipment and tools
                  used in connection with operating the Building;

         1.6      costs of maintenance and replacement of landscaping;

         1.7      insurance premiums, including fire and all-risk coverage,
                  together with loss of rent endorsements, the part of any claim
                  required to be paid under the deductible portion of any
                  insurance policies carried by Landlord in connection with the
                  Building (where Landlord is unable to obtain insurance without
                  such deductible from a major insurance carrier at reasonable
                  rates), public liability insurance and any other insurance
                  carried by Landlord on the Building, or any component parts
                  thereof (all such insurance shall be in such amounts as may be
                  required by any holder of a Mortgage or as Landlord may
                  reasonably determine);

         1.8      labor costs, including wages and other payments, costs to
                  Landlord of worker's compensation and disability insurance,
                  payroll taxes, welfare fringe benefits, and all legal fees and
                  other costs or expenses incurred in resolving any labor
                  dispute;

         1.9      professional building management fees required for management
                  of the Building;

         1.10     legal, accounting, inspection, and other consultation fees
                  (including, without limitation, fees charged by consultants
                  retained by Landlord for services that are designed to produce
                  a reduction in Operating Expenses or to reasonably improve the
                  operation, maintenance or state of repair of the Building)
                  incurred in the ordinary course of operating the Building or
                  in connection with making the computations required hereunder
                  or in any audit of operations of the Building;

         1.11     the costs of capital improvements or structural repairs or
                  replacements made in or to the Building in order to conform to
                  changes, subsequent to the date of this Lease, in any
                  applicable laws, ordinances, rules, regulations or orders of
                  any governmental or quasi-governmental authority having
                  jurisdiction over the Building (herein "Required Capital
                  Improvements") or the costs incurred by Landlord to install a
                  new or replacement capital item for the purpose of reducing
                  Operating Expenses (herein "Cost Savings Improvements"), and a
                  reasonable reserve for all other capital improvements and
                  structural repairs and replacements reasonably necessary to
                  permit Landlord to maintain the Building in its current class.
                  The expenditures for Required Capital Improvements and Cost
                  Savings Improvements shall be amortized over the useful life
                  of such capital improvement or structural repair or
                  replacement (as determined by Landlord). All costs so
                  amortized shall bear interest on the amortized balance at the
                  rate of twelve percent (12%) per annum or such higher rate as
                  may have



                                       25
<PAGE>   29

                  been paid by Landlord on funds borrowed for the purpose of
                  constructing these capital improvements.

In making any computations contemplated hereby, Landlord shall also be permitted
to make such adjustments and modifications to the provisions of this paragraph
and Article 4 as shall be reasonable and necessary to achieve the intention of
the parties hereto.

L. "Rent" shall have the meaning specified therefor in Article 3.

M. "Tax" or "Taxes" shall mean:

         1.1      all real property taxes and assessments levied against the
                  Building by any governmental or quasi-governmental authority.
                  The foregoing shall include all federal, state, county, or
                  local governmental, special district, improvement district,
                  municipal or other political subdivision taxes, fees, levies,
                  assessments, charges or other impositions of every kind and
                  nature, whether general, special, ordinary or extraordinary,
                  respecting the Building, including without limitation, real
                  estate taxes, general and special assessments, interest on any
                  special assessments paid in installments, transit taxes, water
                  and sewer rents, taxes based upon the receipt of rent,
                  personal property taxes imposed upon the fixtures, machinery,
                  equipment, apparatus, appurtenances, furniture and other
                  personal property used in connection with the Building which
                  Landlord shall pay during any calendar year, any portion of
                  which occurs during the Term (without regard to any different
                  fiscal year used by such government or municipal authority
                  except as provided below). Provided, however, any taxes which
                  shall be levied on the rentals of the Building shall be
                  determined as if the Building were Landlord's only property,
                  and provided further that in no event shall the term "taxes or
                  assessment," as used herein, include any net federal or state
                  income taxes levied or assessed on Landlord, unless such taxes
                  are a specific substitute for real property taxes. Such term
                  shall, however, include gross taxes on rentals. Expenses
                  incurred by Landlord for tax consultants and in contesting the
                  amount or validity of any such taxes or assessments shall be
                  included in such computations.

         1.2      all "assessments", including so-called special assessments,
                  license tax, business license fee, business license tax, levy,
                  charge, penalty or tax imposed by any authority having the
                  direct power to tax, including any city, county, state or
                  federal government, or any school, agricultural, lighting,
                  water, drainage, or other improvement or special district
                  thereof, against the Premises of the Building or any legal or
                  equitable interest of Landlord therein. For the purposes of
                  this lease, any special assessments shall be deemed payable in
                  such number of installments as is permitted by law, whether or
                  not actually so paid. If as of the Commencement Date the
                  Building has not been fully assessed as a completed project,
                  for the purpose of computing the Operating Expenses for any
                  adjustment required herein or under Article 4, the Tax shall
                  be adjusted by Landlord, as of the date on which the
                  adjustment is to be made, to reflect full completion of the
                  Building including all standard Tenant finish work if the
                  method of taxation of real estate prevailing to the time of
                  execution hereof shall be, or has been altered, so as to cause
                  the whole or any part of the taxes now, hereafter or
                  theretofore levied, assessed or imposed on real estate to be
                  levied, assessed or imposed on Landlord, wholly or partially,
                  as a capital levy or otherwise, or on or measured by the rents
                  received therefrom, then such new or altered taxes
                  attributable to the Building shall be included within the term
                  real estate taxes, except that the same shall not include any
                  enhancement of said tax attributable to other income of
                  Landlord. All of the preceding clauses M (1.1 and 1.2) are
                  collectively referred to as the "Tax" or "Taxes".

All other capitalized terms shall have the definition set forth in the Lease.




                                       26
<PAGE>   30

                                   ARTICLE 30.

                            MISCELLANEOUS PROVISIONS

A. RULES AND REGULATIONS. Tenant shall comply with all of the rules and
regulations promulgated by Landlord from time to time for the Building. A copy
of the current rule and regulations is attached hereto as Exhibit D.

B. EXECUTION OF LEASE. If more than one person or entity executes this Lease as
Tenant, each such person or entity shall be jointly and severally liable for
observing and performing each of the terms, covenants, conditions and provisions
to be observed or performed by Tenant.

C. NOTICES. All notices under this Lease shall be in writing and will be deemed
sufficiently given for all purposes if, to Tenant, by delivery to Tenant at the
Premises during the hours the Building is open for business or by certified
mail, return receipt requested or by overnight delivery service (with one
acknowledged receipt), to Tenant at the address set forth below, and if to
Landlord, by certified mail, return receipt requested or by overnight delivery
service (with one acknowledged receipt), at the addresses set forth below.

         Landlord: at the address shown in Article 1, item F

         with a copy to: Building Manager at the address shown in Article 1,
         item G.

         Tenant: at the address shown in Article 1, item B

         with copy to:
                       ---------------------------------------------------------

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

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


D. TRANSFERS. The term "Landlord" appearing herein shall mean only the owner of
the Building from time to time and, upon a sale or transfer of its interest in
the Building, the then Landlord and transferring party shall have no further
obligations or liabilities for matters accruing after the date of transfer of
that interest and Tenant, upon such sale or transfer, shall look solely to the
successor owner and transferee of the Building for performance of Landlord's
obligations hereunder.

E. RELOCATION.

F. TENANT FINANCIAL STATEMENTS. Upon the written request of Landlord, Tenant
shall submit financial statements for its most recent financial reporting period
and for the prior Lease Year. Landlord shall make such request no more than
twice during any Lease Year, shall use the information solely for the purpose of
evaluating the Tenant's financial status, and shall keep all financial
statements confidential. All such financial statements shall be certified as
true and correct by the responsible officer or partner of Tenant and if Tenant
is then in default hereunder, the financial statements shall be certified by an
independent certified public accountant.

G. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be
construed by the parties hereto, or by any third party, as constituting the
parties as principal and agent, partners or joint venturers, nor shall anything
herein render



                                       27
<PAGE>   31

either party (other than a guarantor) liable for the debts and obligations of
any other party, it being understood and agreed that the only relationship
between Landlord and Tenant is that of Landlord and Tenant.

H. ENTIRE AGREEMENT; MERGER This Lease embodies the entire agreement and
understanding between the parties respecting the Lease and the Premises and
supersedes all prior negotiations, agreements and understandings between the
parties, all of which are merged herein. No provision of this Lease may be
modified, waived or discharged except by an instrument in writing signed by the
party against which enforcement of such modification, waiver or discharge is
sought.

I. NO REPRESENTATION BY LANDLORD. Neither Landlord nor any agent of Landlord has
made any representations, warranties, or promises with respect to the Premises
or the Building except as expressly set forth herein.

J. LIMITATION OF LIABILITY. Notwithstanding any provision in this Lease to the
contrary, under no circumstances shall Landlord's liability or that of its
directors, officers, employees and agents for failure to perform any obligations
arising out of or in connection with the Lease or for any breach of the terms or
conditions of this Lease (whether written or implied) exceed Landlord's equity
interest in the Building. Any judgments rendered against Landlord shall be
satisfied solely out of proceeds of sale of Landlord's interest in the Building.
No personal judgment shall lie against Landlord upon extinguishment of its
rights in the Building and any judgments so rendered shall not give rise to any
right of execution or levy against Landlord's assets. The provisions hereof
shall inure to Landlord's successors and assigns including any Lender. The
foregoing provisions are not intended to relieve Landlord from the performance
of any of Landlord's obligations under this Lease, but only to limit the
personal liability of Landlord in case of recovery of a judgment against
Landlord; nor shall the foregoing be deemed to limit Tenant's rights to obtain
injunctive relief or specific performance or other remedy which may be accorded
Tenant by law or under this Lease.

K. MEMORANDUM OF LEASE. Neither party, without the written consent of the other,
will execute or record this Lease or any summary or memorandum of this Lease in
any public recorder's office.

L. NO WAIVERS; AMENDMENTS. Failure of Landlord to insist upon strict compliance
by Tenant of any condition or provision of this Lease shall not be deemed a
waiver by Landlord of that condition. No waiver shall be effective against
Landlord unless in writing and signed by Landlord. Similarly, this Lease cannot
be amended except by a writing signed by Landlord and Tenant.

M. SUCCESSORS AND ASSIGNS. The conditions, covenants and agreements contained
herein shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns.

N. WAIVER OF JURY TRIAL; GOVERNING LAW. Landlord and Tenant hereby waive all
right to trial by jury in any claim, action proceeding or counterclaim by either
Landlord or Tenant against each other or any matter arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, and/or
Tenant's use or occupancy or the Premises. This Lease shall be governed by the
law of the State where the Building is located.

O. EXHIBITS. All exhibits attached to this Lease are a part hereof and are
incorporated herein by reference and all provisions of such exhibits shall
constitute agreements, promises and covenants of this Lease.

P. CAPTIONS. The captions and headings used in this Lease are for convenience
only and in no way define or limit the scope, interpretation or content of this
Lease.

Q. COUNTERPARTS. This Lease may be executed in one (1) or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

R. TIME. TIME IS OF THE ESSENCE OF THIS AGREEMENT.





                                       28
<PAGE>   32
         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have duly executed this Lease with the Exhibits attached hereto, as of
the day and year first written above.

                                     LANDLORD:

                                     CORNERSTONE SUBURBAN OFFICE, L.P.

                                     By: Cornerstone Office Management, Limited
                                         Liability Company a Delaware limited
                                         liability company, its General Partner

                                         By: Cornerstone Real Estate
                                             Advisers, Inc.
                                             a Massachusetts corporation,
                                             its Managing Member
-----------------------------
Witness
                                             By:
-----------------------------                    -------------------------------
Print Name                                   Print Name:    William F. Runge
                                             Title: Vice President
                                             Date:


                                     TENANT:

                                     LINK2GOV CORP.


                                     By:
-----------------------------            ---------------------------------------
Witness                              Print Name:
                                     Title:
------------------------------       Date:
Print Name




                              CERTIFICATE OF TENANT
                               (IF A CORPORATION)


         I, _____________________________, Secretary of LINK2GOV Corp., Tenant,
hereby certify that the officer executing the foregoing Lease on behalf of
Tenant is duly authorized to act on behalf of and bind the Tenant.


                                          --------------------------------------
(CORPORATE SEAL)                                        Secretary



<PAGE>   33







                                    EXHIBIT A

                       Plan Showing Property and Premises



<PAGE>   34


                                    EXHIBIT B

                                 Landlord's Work

Landlord shall provide Tenant an allowance in the amount of $10.00 per rentable
square foot of the Premises as set forth in Article 1D of this Lease (the
"ALLOWANCE") for improvements to be made to the Premises. Such improvements will
be made by Landlord's contractor in accordance with plans and specifications
mutually approved by Landlord and Tenant. Such Allowance shall include all hard
and soft costs of construction, including, without limitation, the costs of
materials, supplies, labor, permit fees, space planning, architectural drawings
and fees, engineering fees, and a construction management fee payable to
Landlord's construction manager. The Allowance must be spent during the first
twelve (12) months of the Lease Term. If the Allowance is not spent within the
first six (6) months of the Lease Term, then Landlord shall not be obligated to
fund any remaining portion of the Allowance and any further costs shall be the
sole responsibility of Tenant. If the hard and soft costs of construction exceed
the Allowance due to any change orders requested by Tenant or any other actions,
changes or modifications requested or required by Tenant, then Tenant shall be
solely responsible for any such excess costs. Such excess costs shall be due and
payable by Tenant within thirty (30) days of Tenant's receipt of a statement
therefor with backup documentation and such amounts shall be considered
Additional Rent hereunder.



<PAGE>   35


                                    EXHIBIT C

                                  Tenant's Work

Tenant shall be responsible for providing and installing its own computer
cabling, telecommunications equipment, wiring and any other equipment or work
not provided for in Landlord's Work, as set forth in Exhibit B.



<PAGE>   36


                                    EXHIBIT D

                        Building's Rules and Regulations

        1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls of the Building shall not be obstructed or
encumbered or used for any purpose other than ingress and egress to and from the
premises demised to any tenant or occupant.

        2. No awnings or other projection shall be attached to the outside walls
or windows of the Building without the prior consent of Landlord. No curtains,
blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the premises demised to any tenant or
occupant, without the prior consent of Landlord. Such awnings, projections,
curtains, blinds, shades, screens or other fixtures must be of a quality, type,
design and color, and attached in a manner, approved by Landlord.

        3. No sign, advertisement, object, notice or other lettering shall be
exhibited, inscribed, painted or affixed on any part of the outside or inside of
the premises demised to any tenant or occupant of the Building without the prior
consent of Landlord. Interior signs on doors and directory tables, if any, shall
be of a size, color and style approved by Landlord.

        4. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed, nor shall any bottles, parcels, or
other articles be placed on any window sills.

        5. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors,
vestibules or other public parts of the Building.

        6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant
shall bring or keep, or permit to be brought or kept, any inflammable,
combustible, explosive or hazardous fluid, materials, chemical or substance in
or about the premises demised to such tenant.

        7. No tenant or occupant shall mark, paint, drill into, or in any way
deface any part of the Building or the premises demised to such tenant or
occupant. No boring, cutting or stringing of wires shall be permitted, except
with the prior consent of Landlord, and as Landlord may direct. No tenant or
occupant shall install any resilient tile or similar floor covering in the
premises demised to such tenant or occupant except in a manner approved by
Landlord.

        8. No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the premises demised to any tenant. No cooking, except for
microwave cooking, shall be done or permitted in the Building by any tenant
without the approval of the Landlord. No tenant shall cause or permit any
unusual or objectionable odors to emanate from the premises demised to such
tenant.

        9. No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods, or property of
any kind at auction, without the prior consent of Landlord.

       10. No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings or premises whether by the use of any musical
instrument, radio, television set or other audio device, unmusical noise,
whistling, singing, or in any other way. Nothing shall be thrown out of any
doors or window.

       11. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows, nor shall any changes be made in locks or the mechanism
thereof. Each tenant must, upon the termination of its tenancy, restore to
Landlord all keys of stores, offices and toilet rooms, either furnished to, or
otherwise procured by, such tenant.

       12. All removals from the Building, or the carrying in or out of the
Building or the premises demised to any tenant, of any safes, freight, furniture
or bulky matter of any description must take place at such time and in such


<PAGE>   37

manner as Landlord or its agents may determine, from time to time. Landlord
reserves the right to inspect all freight to be brought into the Building and to
exclude from the Building all freight which violates any of the Rules and
Regulations or the provisions of such tenant's lease.

       13. No tenant shall use or occupy, or permit any portion of the premises
demised to such tenant to be used or occupied, as an office for a public
stenographer or typist, or to a barber or manicure shop, or as an employment
bureau. No tenant or occupant shall engage or pay any employees in the Building,
except those actually working for such tenant or occupant in the Building, nor
advertise for laborers giving an address at the Building.

       14. No vending machines of any description shall be installed, maintained
or operated upon the premises demised to any tenant without the prior consent of
Landlord.

       15. Landlord shall have the right to prohibit any advertising by any
tenant or occupant which, in Landlord's opinion, tends to impair the reputation
of the Building or its desirability as a building for offices, and upon notice
from Landlord, such tenant or occupant shall refrain from or discontinue such
advertising.

       16. Landlord reserves the right to exclude from the Building, between the
hours of 6:00 P.M. and 8:00 A.M. on business days and at all hours on Saturdays,
Sundays and holidays, all persons who do not present a pass to the Building
signed by Landlord. Each tenant shall be responsible for all persons patronizing
its Premises and shall be liable to Landlord for all acts of such persons.

       17. Each tenant, before closing and leaving the premises demised to such
tenant at any time, shall see that all entrance doors are locked and all windows
closed. Corridor doors, when not in use, shall be kept closed.

       18. Landlord shall, at its expense, provide artificial light in the
premises demised to the tenant for Landlord's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.

       19. No premises shall be used, or permitted to be used for lodging or
sleeping, or for any immoral or illegal purposes.

       20. The requirements of tenants will be attended to only upon application
at the office of Landlord. Building employees shall not be required to perform,
and shall not be requested by any tenant or occupant to perform, and work
outside of their regular duties, unless under specific instructions from the
office of Landlord.

       21. Canvassing, soliciting and peddling in the Building are prohibited
and each tenant and occupant shall cooperate in seeking their prevention.

       22. There shall not be used in the Building, either by any tenant or
occupant or by their agents or contractors, in the delivery or receipt of
merchandise, freight, or other matter, any hand trucks or other means of
conveyance except those equipped with rubber tires, rubber side guards and such
other safeguards as Landlord may require.

       23. If the Premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved by Landlord.

       24. No premises shall be used, or permitted to be used, at any time,
without the prior approval of Landlord, as a store for the sale or display of
goods, wares or merchandise of any kind, or as a restaurant, shop, booth or
other stand, or for the conduct of any business or occupation which
predominantly involves direct patronage of the general public in the premises
demised to such tenant, or for manufacturing or for other similar purposes.

       25. No tenant shall clean any window in the Building from the outside.

       26. No tenant shall move, or permit to be moved, into or out of the
Building or the premises demised to such tenant, any heavy or bulky matter,
without the specific approval of Landlord. If any such matter requires special
handling, only a qualified person shall be employed to perform such special
handling. No tenant shall place, or permit


<PAGE>   38

to be placed, on any part of the floor or floors of the premises demised to such
tenant, a load exceeding the floor load per square foot which such floor was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of safes and other heavy matter, which must be
placed so as to distribute the weight.

       27. Landlord shall provide and maintain an alphabetical directory board
in the first floor (main lobby) of the Building and no other directory shall be
permitted without the prior consent of Landlord. Each tenant shall be allowed
one line on such board unless otherwise agreed to in writing.

       28. With respect to work being performed by a tenant in its premises with
the approval of Landlord, the tenant shall refer all contractors, contractors'
representatives and installation technicians to Landlord for its supervision,
approval and control prior to the performance of any work or services. This
provision shall apply to all work performed in the Building including
installation of telephones, telegraph equipment, electrical devices and
attachments, and installations of every nature affecting floors, walls,
woodwork, trim, ceilings, equipment and any other physical portion of the
Building.

       29. Landlord shall not be responsible for lost or stolen personal
property, equipment, money, or jewelry from the premises of tenants or public
rooms whether or not such loss occurs when the Building or the premises are
locked against entry.

       30. Landlord shall not permit entrance to the premises of tenants by use
of pass keys controlled by Landlord, to any person at any time without written
permission from such tenant, except employees, contractors, or service personnel
directly supervised by Landlord and employees of the United States Postal
Service.

       31. Each tenant and all of tenant's employees and invitees shall observe
and comply with the driving and parking signs and markers on the Land
surrounding the Building, and Landlord shall not be responsible for any damage
to any vehicle towed because of noncompliance with parking regulations.

       32. Without Landlord's prior approval, no tenant shall install any radio
or television antenna, loudspeaker, music system or other device on the roof or
exterior walls of the Building or on common walls with adjacent tenants.

       33. Each tenant shall store all trash and garbage within its premises or
in such other areas specifically designated by Landlord. No materials shall be
placed in the trash boxes or receptacles in the Building unless such materials
may be disposed of in the ordinary and customary manner of removing and
disposing of trash and garbage and will not result in a violation of any law or
ordinance governing such disposal. All garbage and refuse disposal shall be only
through entryways and elevators provided for such purposes and at such times as
Landlord shall designate.

       34. No tenant shall employ any persons other than the janitor or Landlord
for the purpose of cleaning its premises without the prior consent of Landlord.
No tenant shall cause any unnecessary labor by reason of its carelessness or
indifference in the preservation of good order and cleanliness. Janitor service
shall include ordinary dusting and cleaning by the janitor assigned to such work
and shall not include beating of carpets or rugs or moving of furniture or other
special services. Janitor service shall be furnished Mondays through Fridays,
legal holidays excepted; janitor service will not be furnished to areas which
are occupied after 9:30 P.M. Window cleaning shall be done only by Landlord, and
only between 6:00 A.M and 5:00 P.M.

       35. Tenant shall not permit smoking of any type of tobacco product (e.g.,
cigarettes, cigars, pipes, etc.) in or about the Premises or Building by any of
its employees, servants, agents, representatives, visitors, customers,
licensees, invitees, guests, contractors, or any person whomsoever, and, upon
Landlord's request, shall post in a conspicuous place or places in or about the
Premises, "No Smoking" signs or placards. Tenant acknowledges that the Premises
and Building are non-smoking facilities.


<PAGE>   39


                                    EXHIBIT E

                         COMMENCEMENT DATE CONFIRMATION


          DECLARATION BY LANDLORD AND TENANT AS TO DATE OF DELIVERY AND
                      ACCEPTANCE OF POSSESSION OF PREMISES


Attached to and made a part of the Lease dated the ______ day of
______________________, entered into and by CORNERSTONE SUBURBAN OFFICE, L.P.,
as LANDLORD, and ____________________ as TENANT for Suite _____ in the Building
known as ___________________.

LANDLORD AND TENANT do hereby declare that possession of the Premises was
accepted by TENANT on the day of ________________________. The Premises required
to be constructed and finished by LANDLORD in accordance with the provisions of
the Lease have been satisfactorily completed by LANDLORD and accepted by TENANT,
the Lease is now in full force and effect, and as of the date hereof, LANDLORD
has fulfilled all of its obligations under the Lease. The Lease Commencement
Date is hereby established as _______________________________________ . The Term
of this Lease shall terminate on ____________________________________ .


LANDLORD:

CORNERSTONE SUBURBAN OFFICE, L.P.

By:  Cornerstone Office Management, Limited Liability Company
     Its General Partner

     By: Cornerstone Real Estate Advisers, Inc.
         a Massachusetts corporation, its Managing Member


         By:
             ----------------------------------------
              Name Printed:
              Title:  Vice President
              Date:


TENANT:

_____________________________________________LINK2GOV, Inc.



By:
    ----------------------------------------
     Name Printed:
     Title:
     Date:


<PAGE>   40



                                    EXHIBIT F

                              SPECIAL STIPULATIONS

1. Option to Extend. As long as Tenant has not been in default during the
initial Term of the Lease and is not in default under the Lease at the time of
its exercise of this option, Tenant shall have one (1) option to extend the Term
of this Lease in accordance with the provisions of this paragraph for an
additional term of five (5) years, on all the same terms and conditions with the
exception of Monthly Rent payable under Article 3 hereof, which shall be
the-then prevailing base rent being charged for reasonably comparable space in
the Burton Hills, Nashville, Tennessee market. In addition, Landlord shall not
provide Tenant any improvement allowance in connection with the extension,
unless otherwise agreed to by the parties. If Tenant elects to exercise the
foregoing option to extend, it shall give Landlord written notice of its
election to do so on or before the date which is 180 days prior to the
expiration of the then-current term of the Lease, time being of the essence,
which notice shall also request that Landlord furnish Tenant with the Monthly
Rent for the extended term which shall be derived as aforesaid. Provided,
however, in the event Landlord and Tenant have not signed an amendment to this
Lease for any reason confirming the extended term of the Lease and setting forth
the Monthly Rent for that term by a date which is no less than 60 days prior to
the expiration of the then-current term of the Lease, time being of the essence,
then Tenant's extension of the Lease shall be deemed null and void and this
Lease shall expire on the expiration date as if the above extension option had
not been exercised. This option to extend is personal to Tenant only, and is not
assignable. Tenant has no option(s) to extend this Lease except as set forth in
this paragraph.

2. Right of First Offer. As long as Tenant has not been in default during the
Term of the Lease and is not in default under the Lease at the time of its
exercise of this right, and so long as this right is exercised in connection
with an expansion of Tenant's Premises and for no other purpose, and subject to
the prior rights of any other tenant in the Building, Landlord hereby grants to
Tenant a one-time right of first offer on the terms and conditions contained in
this paragraph to lease any space located in the east side of the Building which
becomes available for lease (the "Offer Space"). In the event any Offer Space
becomes available for lease during the Term, Landlord shall give notice thereof
to Tenant which notice shall contain the terms under which Landlord is willing
to lease the Offer Space. Within seven (7) business days of such notice, time
being of the essence, Tenant shall give Landlord notice that it either does or
does not wish to lease the Offer Space on the terms and conditions contained in
Landlord's notice. In the event Tenant's notice provides that it does not wish
to lease the Offer Space or if Tenant fails to give Landlord notice of its
desires respecting the Offer Space within the foregoing required seven (7) day
period, then Landlord shall be entitled to proceed to market and/or lease the
Offer Space to a third party free and clear of Tenant's right of first offer and
such right shall be deemed terminated in all respects and Tenant shall have no
further rights of first offer.

In the event Tenant gives Landlord a notice as required in the preceding
paragraph that it wishes to lease the Offer Space on the terms and conditions
contained in Landlord's notice to it, then Landlord and Tenant shall have twenty
(20) days from the date of the notice within which to amend this Lease by adding
the Offer Space on the terms and conditions contained in Landlord's notice. In
the event Landlord and Tenant fail to sign such amendment to this Lease using
good faith efforts within said twenty (20) day period, time being of the
essence, then Landlord shall be entitled to proceed to market and/or lease the
Offer Space to a third party free and clear of such right and such right shall
be deemed terminated in all respects.

3. Option to Terminate. Provided Tenant is not then in default under the terms
of this Lease, Tenant shall have the right to terminate this Lease effective as
of the end of the forty-eighth (48th) month of the Lease Term. If Tenant does
not terminate the Lease as of the end of the 48th month of the Lease Term,
Tenant shall also have the right to terminate this Lease effective as of the end
of the sixtieth 60th) month of the Lease Term. Tenant must provide Landlord at
least one hundred eighty (180) days prior written notice (i.e., 180 days prior
to the end of the


<PAGE>   41

48th month of the Lease Term or 180 days prior to the end of the 60th month of
the Lease Term, as applicable) of its election to exercise this option to
terminate. If Tenant fails to provide Landlord with such written notice on or
before such applicable one hundred eighty (180) day period, Tenant's option to
terminate for such particular time period shall become null and void and Tenant
shall have no further options to terminate for such period. If Tenant fails to
terminate the Lease as of the end of the 48th or 60th month of the Lease Term,
Tenant shall have no further options to terminate this Lease. In connection with
said termination and as liquidated damages to compensate Landlord for the damage
it will incur in connection with an early termination, if Tenant terminates this
Lease as of the end of the 48th month of the Lease Term, Tenant shall pay a fee
to Landlord equal to six (6) months Monthly Rent, Operating Expenses and Taxes
at the rates being paid by Tenant as of the 48th month of the Lease Term, and if
Tenant terminates this Lease as of the end of the 60th month of the Lease Term,
Tenant shall pay a fee to Landlord equal to three (3) months Monthly Rent,
Operating Expenses and Taxes at the rates being paid by Tenant as of the 60th
month of the Lease Term. In addition to the foregoing applicable payment, Tenant
shall also pay all unamortized tenant improvement costs and leasing commissions
amortized over eighty-four (84) months at a per annum rate of ten percent (10%)
per annum. The parties acknowledge that it would be difficult to calculate
Landlord's damages in the event of an early termination and that the above sum
is a reasonable estimate of such damages. Tenant shall pay such sum at the time
of its giving the foregoing notice or such notice shall be null and void and
Tenant's option to terminate shall thereupon be null and void. In addition, the
parties shall execute a termination agreement in connection with such early
termination. Landlord shall be entitled to show the Premises to prospective
tenants or purchasers as of the date it receives Tenant's notice of its election
to terminate the Lease.

4. Letter of Credit. On or before the Commencement Date, Tenant shall provide
Landlord a letter of credit in the amount of $304,714.12 from ________________
Bank in Nashville, Tennessee (the "LOC"). Such LOC shall be in a standard and
customary form reasonably acceptable to Landlord and shall name Landlord as
beneficiary. Such LOC shall be for a one (1) year period and shall be
automatically renewed for successive one (1) year periods until the expiration
of the Lease Term or unless written notice of non-renewal is given at least
sixty (60) days prior to expiration to Cornerstone Real Estate Advisers, Inc.,
Suite 300, 5607 Glenridge Drive, Atlanta, GA 30342. After the 24th month of the
lease term, the amount of the LOC shall be reduced by $56,245.71. Thereafter,
the LOC shall be reduced by $28,122.86 per twelve (12) month period of the lease
term until the expiration of the Lease Term or unless written notice of
non-renewal is given at least sixty (60) days prior to expiration to Cornerstone
Real Estate Advisers, Inc., Suite 300, 5607 Glenridge Drive, Atlanta, GA 30342.
If Landlord receives a notice of non-renewal, then Tenant shall either deposit
with Landlord as an additional security deposit a sum equal to the amount of the
LOC or shall obtain a substitute LOC from another bank reasonably acceptable to
Landlord. If the LOC is not renewed and if Tenant fails to obtain a substitute
LOC as set forth above and if Tenant fails to deposit an additional security
deposit with Landlord, any of which at least thirty (30) days prior to the
expiration of the LOC term, then Tenant shall be in default hereunder, and
Landlord shall be entitled to exercise all rights and remedies against Tenant
provided under the Lease and at law. Furthermore, the LOC shall provide that
funds up to $304,714.12 or the maximum amount of the LOC as adjusted herein, may
be drawn, from time to time in one or more draws, upon presentation by Landlord
or its agent at ________________ Bank in Nashville, Tennessee of the original
LOC and an affidavit stating either (a) that the Tenant is in default under the
terms of the Lease past any applicable notice and cure period, or (b) that the
LOC is due to expire in less than 30 days and the Tenant has not renewed or
replaced such letter of credit with a substitute meeting all requirements of
this paragraph or made an additional deposit in the amount of the LOC.

5. Monument Signage. Tenant shall be entitled to place a 3' wide by 2' high
monument sign in front of the Building facing Burton Hills Boulevard in a
location to be approved by Landlord in advance. The design, color, materials,
and general appearance of the sign shall be subject to Landlord's reasonable
approval. The design, creation and installation of such sign shall be at
Tenant's sole cost and expense. At the end of the Lease Term, Tenant shall be
responsible for removing such sign at its sole cost and expense. If it fails to
remove the sign, Landlord shall be entitled to do so and shall bill Tenant for
the costs of same. Any such amount paid by Landlord shall be considered
Additional Rent hereunder.