FIRST AMENDMENT TO LEASE


     This FIRST  AMENDMENT TO LEASE  ("Amendment")  is made as of the 5th day of
November,  1998 by and  between  1010  Executive  Court LLC, a Delaware  limited
liability company ("Landlord") and World Pacific Jewelry, a division of Imperial
World, Inc. ("Tenant").

                                    RECITALS

A.   American National Bank and Trust of Chicago,  as Trustee under Trust Number
     106595-06  ("Original  Landlord"),  and Tenant  entered  into that  certain
     Office  Lease dated  October 15,  1993 (as amended  from time to time,  the
     "Lease").  The Lease was modified by Letter  Agreement  dated July 5, 1994.
     The Lease demises premises in the building commonly known as 1010 Executive
     Court, Westmont, Illinois ("Building"). Landlord purchased the Building and
     has succeeded to the interest  formally held by Original Landlord under the
     Lease.  All  initially  capitalized  terms used and not  otherwise  defined
     herein shall have the meanings respectively ascribed to them in the Lease.

B.   Landlord  and Tenant  desire to amend the Lease to diminish the Premises by
     12,245  rentable  square feet (the "TSS  Premises").  The TSS  Premises are
     depicted  on Exhibit A  attached  hereto  and made a part  hereof.  The TSS
     Premises are to be leased to  Technology  Service  Solutions  pursuant to a
     lease to be executed  simultaneously  herewith  the (the "TSS  Lease").  To
     induce  Landlord to execute  this  Amendment,  Tenant has agreed to pay all
     costs and expenses associated with the TSS Lease.

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

     1.   The foregoing Recitals are incorporated herein by reference.

     2.   (a) Subject to paragraph 9 below,  the Month Base Rent provided for in
          Paragraph  1G of the Lease  shall be amended  and  restated as follows
          from and after the Effective Date (defined below):

         Months                                      Monthly Base Rent

December 1998 - October 1999                         $10,091.66

November 1999 - October 2000                         $10,394.40

November 2000 - October 2001                         $10,706.24

November 2001 - October 2002                         $11,027.42

November 2002 - November 2003                        $11,358.25


     To the extent the Effective Date occurs after November 30, 1998,  until the
Effective  Date  Monthly  Base Rent  shall  continue  as in effect  prior to the
execution hereof.

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     3.   As of the Effective Date, the TSS Premises are hereby deleted from the
          Premises.  The Rentable Area of the Premises specified in Paragraph 1K
          of the Lease is hereby  modified  from  25,573  square  feet to 13,327
          square feet.

     4.   Tenant's  Pro Rata Share as set forth in  Paragraph 1M of the Lease is
          hereby  diminished  from  40.24%  to  20.97%  as  of  Effective  Date;
          provided,  however,  that with respect to Taxes and Operating Expenses
          pertaining  to the period prior to the  Effective  Date,  Tenant's Pro
          Rata Share shall continue to be 40.24%.

     5.   The payee of rent  specified  in Paragraph 1H is modified to Heartland
          Commercial,  Inc. or such other  payee as Landlord  shall from time to
          time inform Tenant in writing.

     6.   The address for payment of rent  specified in Paragraph 1I is modified
          to c/o Heartland  Commercial,  Inc. 1111  Pasquinelli  Dr.,  Westmont,
          Illinois  60559 or such other  address as Landlord  shall from time to
          time inform Tenant in writing.

     7.   Landlord and Tenant  confirm that as and after the Effective  Date the
          "entire  Premises"  will no longer be occupied by Tenant in accordance
          with the requirements of Section 57 of the Lease. Therefore, the Right
          of First Offer  contained in said section shall be of no further force
          or effect.

     8.   Tenant shall  construct a demising wall demising the Premises from the
          TSS  Premises,  construct a second  entrance to the TSS  Premises  and
          shall modify  utilities  (except that electricity and HVAC need not be
          demised),   mechanical  restrooms  and  ADA  in  accordance  with  the
          specifications  contained in Exhibit B attached hereto and made a part
          hereof and the construction  drawings  described in Exhibit C attached
          hereto and made a part hereof.  The  contractor for such work and, the
          general contract shall be subject to Landlord's prior written consent,
          such consent not be unreasonably withheld.  Tenant shall pay all costs
          and expenses  associated  therewith and shall  promptly  discharge any
          mechanic's  liens  arising out of such work.  Upon  completion of such
          work,  Tenant shall notify Landlord and shall provide  Landlord with a
          sworn  statement and final paid lien waivers.  Landlord shall promptly
          upon such  completion  and  receipt of such sworn  statement  and lien
          waivers inspect such work and upon Landlord's approval thereof (not to
          be  unreasonably  withheld or delayed)  Landlord  shall send notice to
          Tenant and Technology Service  Solutions.  If Tenant causes all of the
          foregoing  to occur on or before  December 20,  1998,  the  "Effective
          Date" shall be deemed to have occurred on November 30, 1998. If all of
          the  foregoing  do not  occur on or before  December  20,  1998,  this
          Amendment  shall terminate and all of Tenant's  obligations  under the
          Lease shall be reinstated in full.

     9.   Tenant had previously agreed to pay to Landlord the following expenses
          associated  with  Landlord's  entry into the TSS Lease:  (I)  $61,230,
          being the tenant allowance  payable by Landlord un the TSS Lease, (ii)
          $4,000,  being the estimated legal costs of the TSS Lease, legal costs
          of preparation of this Amendment and  supervision and oversight of the
          demising work and (iii) $46,225 (the  "Brokerage  Payment")  being the
          brokerage  commissions  payable to CB Commercial Real Estate Services,
          GVA  Williams  and  Heartland  Commercial,  Inc.  (collectively,   the
          "Brokers") in connection  with the execution of the TSS Lease. In lieu
          of such  payment  up front by Tenant and as an  essential  part of the
          consideration  for  Landlord's  execution  of this  Amendment,  Tenant
          agrees to pay to Landlord  $9848.17 per month on the first day of each
          calendar month of 1999,  (for a total of twelve  payments equal to the
          foregoing expenses plus interest thereon at thirteen percent (13%) per
          annum).  Said  amount  shall be  considered  an increase in the rental
          payable  hereunder  and in the event of default by Tenant with respect
          to payment thereof shall be subject to  acceleration by Landlord.  Any
          portion  of the  principal  of said sum  which  is not  paid  when due
          (whether on the stated monthly dated or upon acceleration)  shall bear
          interest at the rate of eighteen percent (18%) per annum.

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<PAGE>

     10.  Landlord agrees to apply the Brokerage Payment to the commissions owed
          to the Brokers when due.  Tenant  represents  and warrants to Landlord
          that Tenant has dealt with no other  Broker in  connection  with entry
          into this Amendment or discussions previously carried out on behalf of
          Tenant as a potential  sublandlord of the TSS Premises.  Tenant agrees
          to indemnify Landlord against any claim, action, loss, liability, cost
          or expense  (including  reasonable  attorneys'  fees and  expenses) in
          connection with any claim or action by any broker or finder other than
          the Brokers alleging to have dealt with Tenant (or any agent of Tenant
          or party acting on behalf of Tenant) in connection with the entry into
          this Amendment or the leasing of the TSS Premises.

     11.  After the Effective Date, Tenant and TSS shall each pay their pro rata
          share of  electricity  and HVAC  bills when due in  proportion  to the
          square  footage of their  respective  spaces.  Tenant's  proportionate
          share of such bills shall be 52%.  Notwithstanding  the foregoing,  if
          use by TSS and Tenant is  disproportionate  to their respective square
          footages,  at the  written  request  of Tenant or TSS  Landlord  shall
          equitably adjust such percentages. Landlord's good faith determination
          shall be binding and conclusive.


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<PAGE>

         EXECUTED as of the date first above written.

LANDLORD:
                                    1010 Executive Court LLC

                                    By:  Allegis Realty Investors LLC, Manager


                                    By:
                                       -------------------------------------
                                    Its:
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                          COUNTERPART SIGNATURE PAGE TO
                            FIRST AMENDMENT TO LEASE


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TENANT:

               World Pacific Jewelry, a division of Imperial World, Inc.



                                    By:
                                       -----------------------------------
                                    Its:
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                          COUNTERPART SIGNATURE PAGE TO
                            FIRST AMENDMENT TO LEASE