EXHIBIT 10.4

                                  OFFICE LEASE

         THIS LEASE, made and entered into in Bannockburn, Illinois as of this
19th day of January, 2004, by and between BANNOCKBURN EXECUTIVE PLAZA, L.L.C.,
an Illinois limited liability company (hereinafter referred to as the
"Landlord"), and Agility Centralized Research Services, LLC (hereinafter
referred to as the "Tenant"); WITNESSETH,

         1.    BASIC TERMS. This Section 1 contains the basic terms of the Lease
between Landlord and Tenant. All of the provisions of this Lease are to be read
in accordance with the provisions herein contained.

         A.    Agent                                 Dolan Associates, Ltd.
         B.    Building                              Bannockburn Executive Plaza
         C.    Commencement Date                     February 1, 2004
         D.    Cooperating Broke                     None
         E.    Initial Annual Base Rent              $19,908.00
         F.    Initial Monthly Electric Charge       $ 138.00
         G.    Initial Monthly Base Rent             $1,659.00
         H.    Initial Monthly Rent Adjustment
                 Deposit                             $ 791.00
         I.    Security Deposit                      $2,588.00
         J.    Tenant's Proportion                   1.0%
         K.    Term                                  Two (2)Years
         L.    Termination Date                      January 31, 2006
         M.    Use                                   General Offices

         2.    LEASE OF PREMISES AND TERM. Landlord hereby leases to Tenant, and
Tenant accepts the premises (hereinafter known as "demised premises" or
"Premises"), located on the 1st floor and known as Suite 133 being described in
the plan attached hereto as Exhibit "A" in the Building for the Term as set
forth in Section 1 hereof, unless sooner terminated as provided herein,
commencing on the Commencement Date set forth in Section 1 hereof and ending on
the Termination Date set forth in Section 1 hereof to be occupied and used by
Tenant for the Use as defined in Section 1 hereof, and no other purpose, subject
to the agreements herein contained.

         3.    RENT.

         A.    Tenant shall pay as rent hereunder the Initial Annual Base Rent
plus the Rent Adjustment and Additional Base Rent, as hereinafter defined, and
all other sums herein required to be paid, to Dolan Associates, Ltd., as Agent
at 2275 Half Day Road, Bannockburn, Illinois or to such other person or at such
other place as Landlord may direct in writing. Annual Base Rent shall be paid in
equal monthly installments in the amount of the Initial Monthly Base Rent set
forth in Section 1 hereof, as adjusted annually pursuant to Section 3B hereof,
in advance on or before the first day of each month of the Term. All such rent
shall be paid without any set-off or deduction whatsoever. Unpaid rent shall
bear interest at the rate set forth in Sections 25M and 26F hereof, from the
date due until paid.

         B.    Commencing on the first day of the thirteenth (13th) full
calendar month of the Term and on the first day of each succeeding twelve (12)
month period (or portion thereof) thereafter during the remainder of the Term of
this Lease the Annual Base Rent payable pursuant to the preceding Section 3A (as
previously adjusted pursuant to this Section 3B) shall be increased annually by
an amount equal to



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three percent (3%) of the annual Base Rent payable for the then current calendar
year, payable in equal monthly installments. Each such adjustment pursuant to
this Section 3B shall be added to the prior year's Base Rent as previously
adjusted pursuant to this Section 3B. All amounts due hereunder shall be deemed
to be Additional Base Rent and shall be paid at the same time and in the same
manner as Initial Monthly Base Rent pursuant to Section 3A of Lease. The Initial
Monthly Base Rent and the Additional Base Rent are collectively sometimes herein
referred to as "Base Rent."

         4.    BASE RENT ADJUSTMENT. In addition to the Base Rent, Tenant shall
pay, on a monthly basis, without set off or deduction the Rent Adjustment
described in this Section 4. Until such time as Tenant receives the first
Adjustment Statement as described in Paragraph C of this Section 4, Tenant
shall, on a monthly basis, make the Initial Monthly Rent Adjustment Deposit
specified in Section 1.

         A.    For the purposes of this Lease:

               (i)     The term "Calendar Year" shall mean each calendar year or
         any portion thereof during the Term.

               (ii)    The term "Expenses" shall mean and include all expenses
         paid or incurred by Landlord or its beneficiaries for managing, owning,
         maintaining, operating, insuring, replacing and repairing the Building,
         the land underlying the Building (which is described on Exhibit D
         attached hereto) and appurtenances and personal property used in
         conjunction therewith (hereinafter collectively referred to as the
         "Project") during each Calendar Year, or portion thereof, during the
         Term. Expenses shall not include costs of alterations of the Premises
         of tenants of the Building, depreciation charges, interest and
         principal payments on mortgages, ground rental payments, real estate
         brokerage and leasing commissions. If the Building is not fully
         occupied during all or a portion of any year, then Landlord may elect
         to make an appropriate adjustment of the Expenses for such year
         employing sound accounting and management principles, to determine the
         amount of Expenses that would have been paid or incurred by Landlord
         had the Building been fully occupied and the amount so determined shall
         be the amount of Expenses attributable to such year. If any Project
         expense, though paid in one year, relates to more than one calendar
         year, at the option of Landlord, such expense may be proportionately
         allocated among such related calendar years.

               (iii)   The term "Lease Year" shall mean each twelve (12) month
         period commencing on the day on which the Term begins and on each
         anniversary of such date.

               (iv)    The term "Rent Adjustment Deposit" shall mean an amount
         equal to Landlord's estimate of Rent Adjustment due for any Calendar
         Year.

               (v)     The term "Taxes" shall mean real estate taxes,
         assessments, sewer rents, rates and charges, transit taxes, taxes based
         upon the receipt of rent and any other federal, state or local
         governmental charge, general, special, ordinary or extraordinary (but
         not including general income or franchise taxes or any other taxes
         imposed upon or measured by income or profits, unless the same shall be
         imposed in lieu of Taxes as herein defined or unless same shall be
         specifically imposed upon income derived from rents), which may now or
         hereafter be levied or assessed against the Project or any portion
         thereof which are payable in any Calendar Year during the Term. In case
         of special taxes or assessments which may be payable in installments,
         only the amount of each installment and interest paid thereon paid
         during a Calendar Year shall be included in Taxes for that year. Taxes
         shall also include any personal property taxes (attributable to the
         year in which paid) imposed upon the furniture, fixtures, machinery,
         equipment, apparatus, systems and appurtenances used in connection with
         the operation of the Building. In the event


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         the Project is not assessed as fully improved for any year, then Taxes
         shall be adjusted to the Taxes which would have been payable in such
         Calendar Year if the assessment had been made on a fully improved
         basis, based on Landlord's adjustment of the "Taxes" for such year,
         employing sound management principles. Taxes also include Landlord's
         reasonable costs and expenses (including reasonable attorney's fees) in
         contesting or attempting to reduce any taxes. Taxes shall be reduced by
         any recovery or refund received of taxes previously paid by Landlord,
         provided such refund relates to taxes paid during the term of this
         Lease. Notwithstanding anything set forth above to the contrary, if at
         any time the method of taxation then prevailing shall be altered so
         that any new or additional tax, assessment, levy, imposition or charge
         or any part thereof shall be imposed upon Landlord in place or partly
         in place of any Taxes or contemplated increase therein, or in addition
         to Taxes, and shall be measured by or be based in whole or in part upon
         the Project, the rents or other income therefrom or any leases of any
         part thereof, then all such new taxes, assessments, levies, impositions
         or charges or past thereof, to the extent that they are so measured or
         based, shall be included in Taxes.

               (vi)    The term "Tenant's Proportion" shall be 1.0%.

         B.    Tenant shall pay as Rent Adjustment for each Calendar Year of the
Term, the following:

               (i)     Tenant's Proportion of Expenses for such year (prorated
         for any partial Calendar Year during the Term).

               (ii)    Tenant's Proportion of Taxes for such year. The amount of
         Taxes attributable to a year shall be the amount payable during any
         such Calendar Year, even though the assessment for such Taxes may be
         for a different Calendar Year.

         C.    As soon as reasonably feasible after the expiration of each
Calendar Year, Landlord will furnish Tenant a statement ("Adjustment Statement")
showing the following:

               (i)     Expenses and Taxes attributable to the Calendar Year last
         ended;

               (ii)    The amount of Rent Adjustment due Landlord for the
         Calendar Year last ended, less credits for Rent Adjustment Deposits
         paid, if any; and

               (iii)   The Rent Adjustment Deposit due in the current Calendar
         Year.

         D.    Within thirty (30) days after Tenant's receipt of each Adjustment
Statement, Tenant shall pay to Landlord:

               (i)     The amount of Rent Adjustment shown on said statement to
         be due Landlord for the Calendar Year last ended; plus

               (ii)    The amount, which when added to the Rent Adjustment
         Deposit theretofore paid in the current Calendar Year, would provide
         that Landlord has then received such portion of the Rent Adjustment
         Deposit as would have theretofore been paid to Landlord had Tenant paid
         one twelfth (1/12) of the Rent Adjustment Deposit, for the current
         Calendar Year, to Landlord monthly on the first day of each month of
         such Calendar Year.

         Commencing on the first day of the first month after Tenant's receipt
of each Adjustment Statement, and on the first day of each month thereafter
until Tenant receives a more current Adjustment Statement, Tenant shall pay to
Landlord one-twelfth (1/12) of the annual Rent Adjustment Deposit shown


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on said statement. During the last complete Calendar Year, Landlord may include
in the Rent Adjustment Deposit its estimate of the Rent Adjustment which may not
be finally determined until after the expiration of the Term. Tenant's
obligation to pay the Rent Adjustment shall survive the expiration of the Term.

         E. Tenant's monthly payments of the Rent Adjustment Deposit for each
Calendar Year shall be credited against the Rent Adjustment for such Calendar
Year. Rent Adjustment Deposit may be co-mingled with other funds of Landlord and
no interest shall be paid to Tenant thereon. If the Rent Adjustment Deposit paid
by Tenant for any Calendar Year exceeds the Rent Adjustment for such Calendar
Year, then Landlord shall give a credit to Tenant in an amount equal to such
excess against the Rent Adjustment due for the next succeeding Calendar Year,
except that if any such excess relates to the last Calendar Year of the Term,
then Landlord shall refund such excess to Tenant, provided that all of the
following have first occurred:

               (i)     The Term has expired or otherwise been terminated;

               (ii)    Tenant has vacated the Premises and removed all of its
         property and improvements therefrom in accordance with this Lease;.

               (iii)   Tenant has surrendered the Premises to Landlord in
         accordance with this Lease; and

               (iv)    Tenant has paid all Base Rent and eat Adjustment due
         under this Lease and has fully performed and observed each and every
         covenant and condition of this Lease required to be performed or
         observed by Tenant and has no other monetary obligations outstanding to
         Landlord.

         F.    Tenant or its representative shall have the right to examine
Landlord's books and records with respect to the items in the Adjustment
Statement during normal business hours at any time within ten (10) days
following the furnishing by Landlord to Tenant of such Adjustment Statement.
Unless Tenant shall take written exception to any item within thirty (30) days
after the furnishing of the foregoing statement such statement shall be
considered as final and accepted by Tenant. Any amount due to Landlord as shown
on any such statement, whether or not written exception is taken thereto, shall
be paid by Tenant within thirty (30) days after Landlord Shall have submitted
the statement, without prejudice to any such written exception.

         G.    If the Commencement Date is on any day other than the first day
of January, or if the Termination Date is on any day other than the last day of
December, any Rent Adjustment due Landlord shall be prorated accordingly.

         5.    SERVICES.

         A.    Landlord shall, so long as Tenant is not in default under any
covenant or condition herein contained, furnish:

               (i)     Heating and air cooling when necessary to provide a
         temperature condition for comfortable occupancy daily, in season, 8:00
         A.M. to 6:00 P.M. and on Saturdays 8:00 A.M. to 1:00 P.M., Sunday and
         holidays excepted. When heat generating machines or equipment are used
         by Tenant in the Premises, which affect the temperature otherwise
         maintained by the air-cooling system, Landlord reserves the right to
         install supplementary air-conditioning units in the Premises and the
         expense of furnishing such units and installation thereof shall be paid
         by Tenant. The expense resulting from the operation and maintenance of
         the supplementary air conditioning system shall be paid by Tenant to
         Landlord as Additional Rent at rates fixed by Landlord.

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               (ii)    Cold water in common with other tenants for drinking,
         lavatory and toilet purposes drawn through fixtures installed by
         Landlord, or by Tenant with Landlord's prior written consent, and warm
         water for lavatory purposes from the regular supply of the Building.
         Tenant shall pay Landlord at rates fixed by Landlord for, water
         furnished for any other purposes, and Landlord may install a water
         meter at Tenants sole cost to measure such usage. Tenant shall not
         waste or permit the waste of water. In the event Tenant shall fail to
         make prompt payment to Landlord for water furnished by Landlord,
         Landlord, upon ten (10) days notice, may discontinue furnishing such
         service and no such discontinuance shall be deemed an eviction or
         disturbance of Tenant's use of the Premises or render Landlord liable
         for damage or relieve Tenant from any obligation under this Lease.

               (iii)   Customary janitor service and cleaning in and about the
         Premises Saturdays, Sundays, holidays, excepted. Tenant shall not
         provide any janitor services or cleaning without Landlord's written
         consent and then only subject to supervision of Landlord and at
         Tenant's sole responsibility and by janitor or cleaning contractor or
         employees at all times satisfactory to Landlord.

               (iv)    Building access and passenger elevator service in common
         with Landlord and other tenants on a twenty-four hour, seven day a
         week, basis, and daily freight elevator service in common with Landlord
         and other tenants at reasonable hours to be determined by Landlord,
         Saturdays, Sundays and holidays excepted. Operatorless automatic
         elevator service shall be deemed "elevator service" within the meaning
         of this paragraph. Landlord shall provide Tenant at commencement of
         Lease with one electronic card key for each 250 square feet of Premises
         at no charge, if Tenant shall require additional or replacement card
         keys, Landlord shall provide such additional or replacement card keys
         at a cost of $10 per card key. Tenant shall, at the expiration of the
         Lease, or upon vacating the Premises return all keys to Landlord or pay
         $10 per card key for each card key not returned.

         B.    All electricity, telecommunication, signal, and other similar
services used in the Premises shall be supplied by the utility company serving
the Building. Tenant shall pay as additional rent, on the date for payment of
Base Rent, the Initial Electric Charge as set forth in Section 1. Such Initial
Electric Charge shall be adjusted annually to reflect changes in the cost of
electricity provided to the Building. Landlord shall notify Tenant of any change
in the Electric Charge and Tenant shall pay, as additional rent commencing on
the first day of the first month after such notice, the adjusted Electric
Charge. If Tenant operates extensive computer or other energy intensive
machinery or equipment, or if Tenant requires use of electricity for other than
normal and usual lighting and incidental office use after 6:00 P.M. and before
8:00 A.M. on weekdays and after 1:00 P.M. on Saturdays, Landlord may install, at
Tenants expense, separate meters to measure such excess usage and the costs
thereof shall be billed directly to Tenant. Landlord shall not in any way be
liable or responsible to Tenant for any loss or damage or expense which Tenant
may sustain or incur if either the quantity or character of such service is
changed or is no longer available or suitable for Tenants requirements. If such
service be discontinued, such discontinuance shall not in any way affect this
Lease or the liability of Tenant hereunder or cause a diminution of Base Rent or
Rent Adjustment and the same shall not be deemed to be a lessening or diminution
of services within the meaning of any law, rule or regulation now or hereafter
enacted, promulgated or issued. Tenant shall receive such service directly from
the utility company and Landlord hereby permits its wires and conduits, to the
extent available, suitable and safely capable, to be used for such purposes.

         C.    Landlord does not warrant that any of the services
above-mentioned will be free from interruption caused by war, insurrection,
civil commotions, riots, acts of God or the enemy, governmental action, repairs,
renewals, improvements, alterations, strikes, lockouts, picketing, whether legal
or illegal, accidents, the inability of Landlord to obtain fuel, energy or
supplies or any other cause or causes beyond


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the reasonable control of Landlord. No such interruption of service shall be
deemed an eviction (or a constructive eviction) or disturbance of Tenant's use
and possession of the Premises or any part thereof, or render Landlord liable to
Tenant for damages, by abatement of rent or otherwise, or relieve Tenant from
performance of Tenant's obligations under this Lease. Tenant hereby waives and
releases all claims against Landlord for damages from interruption or stoppage
of service. Tenant agrees to cooperate fully with Landlord, at all times, in
abiding by all regulations and requirements which Landlord may prescribe for the
proper functioning and protection of all utilities and services reasonably
necessary for the operation of the Project and the Building.

         6.    CONDITION OF PREMISES. Tenant's taking possession of the Premises
shall be deemed to be Tenant's acceptance of the Premises in the order and
condition as then exists, except for a punch list of items to be completed or
repaired, signed by Landlord and Tenant within twenty (20) days of such
possession. No promise of Landlord to alter, remodel, decorate, clean or improve
the Premises or the Building and no representation respecting the condition of
the Premises or the Building have been made by Landlord to Tenant, except as
contained herein.

         7.    INABILITY TO DELIVER POSSESSION. If Landlord shall be unable to
give possession of the Premises on the scheduled Commencement Date for any
reason the rent reserved and covenanted to be paid herein and the Commencement
Date shall not be deemed to have occurred until the Premises are available for
occupancy by Tenant. No such failure to give possession on the scheduled
Commencement Date shall subject Landlord to any liability for failure to give
possession nor shall same affect the validity of this Lease or the obligation of
Tenant hereunder, but the Lease shaft be amended, at the option of Landlord, so
that the Term shall be extended by the period of time possession is delayed. If
the Premises are ready for occupancy prior to the Commencement Date and Tenant
occupies the Premises prior to said date, Tenant shall pay proportionate Base
Rent and Rent Adjustments. The Premises shall not be deemed to be unready for
Tenant's occupancy or not substantially complete if only minor or insubstantial
details of construction, decoration or mechanical adjustments remain to be done
in the Premises or any part thereof, or if the delay in the availability of the
Premises for occupancy shall be due to special work changes, alterations or
additions required or made by Tenant in the layout or finish of the Premises or
any part thereof or shall be caused in whole or in part by Tenant through the
delay of Tenant in submitting plans, supplying information, approving plans,
specifications or estimates, giving authorizations, or shall be otherwise caused
in whole or in part by delay and/or default on the part of Tenant. In the event
of any dispute as to whether the Premises are ready for Tenant's occupancy, the
decision of Landlord's architect shall be final and binding on Landlord and
Tenant.

         8.    CARE AND MAINTENANCE. Subject to the provisions of Sections 13
and 14 hereof, Tenant shall, at Tenant's own expense, keep the Premises in good
order, condition and repair and shall pay for the repair of any damages caused
by Tenant, its agents, employees or invitees. Tenant shall promptly arrange with
Landlord, at Tenant's sole expense, for the repair of all damage to the Premises
and the replacement or repair of all damaged or broken glass (including signs
thereon), fixtures and appurtenances (including hardware, heating, cooling,
ventilating electrical, plumbing and other mechanical facilities in the
Premises), with materials equal in qualify and class to the original materials
damaged or broken, within a reasonable period of time specified by Landlord. All
repairs and replacements are to be made under the supervision and with the prior
written approval of Landlord, using contractors or persons acceptable to
Landlord. If Tenant does not promptly make such arrangements, Landlord may, but
need not, make such repairs and replacements and one hundred twenty (120%)
percent of Landlord's cost for such repairs and replacements shall be deemed
additional rent reserved under this Lease which is due and payable forthwith.
Tenant shall pay Landlord or the managing agent of the Building, as Landlord may
direct, a for supervision and coordination of all work performed by Tenant as
well as all costs for overtime and for any other expense incurred in the event
repairs, alterations, decorating or other work in the Premises are not made
during ordinary business hours at Tenant's request.

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         9.    ALTERATIONS. Tenant shall not do any painting or decorating, or
erect any partitions, make any alterations in or additions to the Premises or do
any nailing, boring or screwing into the ceilings, walls or doors, without
Landlord's prior written consent in each and every instance. Unless otherwise
agreed by Landlord and Tenant in writing, all such work shall be performed
either by or under the direction of Landlord, but at the sole cost of Tenant.
Landlord's decision to refuse such consent shall be conclusive. If Landlord
consents to such alterations or additions, before commencement of the work or
delivery of any materials into the Premises or into the Building, Tenant shall
furnish Landlord for approval: (A) Plans and specifications; (B) Names and
addresses of contractors; (C) Copies of contracts; (D) Necessary permits; and
(E) Indemnification and insurance in form and amount satisfactory to Landlord
from all contractors performing labor or furnishing materials, insuring against
any and all claims, costs, damages, liabilities and expenses which may arise in
connection with the alterations or additions.

         Landlord may withhold approval of any alteration or additions if the
plans and specifications therefor are not acceptable to Landlord or Landlord's
architect or engineer (if any). In connection with any request for approval of
any alterations or additions by Tenant, Landlord may retain the services of an
outside architect and/or engineer and the reasonable fees of such architect
and/or engineer shall be reimbursed to Landlord by Tenant. Landlord's approval
of any plans or specifications shall not be construed to be an agreement or
representation on Landlord's part as to the adequacy or suitability of Tenant's
alterations or additions.

         In the event Landlord permits the alterations or additions to be
completed by Tenant's contractor, Landlord reserves the right to require that
Tenant shall terminate its contract with any such contractor in the event said
contractor shall be engaged in a labor dispute which disrupts said contractor
work. Landlord shall also have the right to order any contractor of Tenant who
violates any of Landlord's requirements or standards of work to cease work and
to remove himself, his equipment and his employees from the Building. Landlord
or the managing agent of the Building shall be entitled to charge a fee for
supervision and coordination of all such alterations. Tenant agrees that its
contractors shall not conduct their work in such a manner so as to interfere
with or cause any interruption of either (A) Landlord's construction; (B)
another tenant's occupancy or construction; or (C) other phases of Landlord's
operation of the Building.

         Tenant hereby agrees to indemnify and hold Landlord, its beneficiaries,
partners and their respective agents and employees harmless from any and all
liabilities of every kind and description which may arise out of or be connected
in any way with said alterations or additions. Any mechanic's lien filed against
the Premises, or the Project, for work claimed to have been furnished to Tenant
shall be discharged of record or bonded against by Tenant within ten (10) days
thereafter, at Tenant's expense. Upon completing any alterations or additions,
Tenant shall furnish Landlord with contractors' affidavits and full and final
waivers of lien and receipted bills covering all labor and materials expended
and used. All alterations and additions shall comply with all insurance
requirements and with all ordinances and regulations of any pertinent
governmental authority. All alterations and additions shall be constructed in a
good and workmanlike manner and only good grades of materials shall be used.

         All additions, decorations, fixtures, hardware, non-trade fixtures and
all improvements, temporary or permanent, in or upon the Premises, whether
placed there by Tenant or by Landlord, shall, unless Landlord requests their
removal, become Landlord's property and shall remain upon the Premises at the
termination of this Lease, by lapse of time or otherwise, without compensation
or allowance or credit to Tenant. Landlord may, at its sole option, request
Tenant, at Tenant's sole cost, to remove same at the termination of the Term,
and if, upon Landlord's request, Tenant does not remove said additions,
decorations, fixtures, hardware, non-trade fixtures and improvements, Landlord
may remove the same, and Tenant shall pay the cost of such removal to Landlord
upon demand.

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         10.   ACCESS TO PREMISES. Tenant shall permit Landlord, its agents and
designees, to erect, use and maintain pipes, ducts, wiring and conduits in and
through the Premises and to have free access to the Premises and any part
thereof in the event of an emergency. Landlord or Landlord's agents shall also
have the right to enter upon the Premises, to inspect the same, to perform
janitorial and cleaning services, and to make such decorations, repairs,
alterations, improvements or additions to the Premises or the Project as
Landlord may deem necessary or desirable, and Landlord shall be allowed to take
all material into and upon said Premises that may be required thereof without
the same constituting an eviction of Tenant in whole or in part, and the rent
reserved shall in no way abate (except as provided in Sections 13 or 14 hereof)
while said decorations, repairs, alterations, improvements, or additions are
being made, by reason of loss or interruption of business of Tenant, or
otherwise. If Tenant shall not be personally present to open and permit an entry
into said Premises, at any time, when for any reason an entry therein shall be
necessary or permissible, Landlord or Landlord's agents may enter the same by a
master key, or may forcibly enter the same, without rendering Landlord or such
agents liable therefor (if during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property), and without in any manner
affecting the obligations and covenants of this Lease. Nothing contained in this
Section 10, however, shall be deemed or construed to impose upon Landlord any
obligations, responsibility or liability whatsoever for the care, supervision or
repair of the Building or any part thereof, in the exercise of any rights herein
provided. Landlord shall also have the right at any time without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the Arrangement and/or location of
entrances or passageways, doors and doorways, and corridors, elevators, stairs,
toilets or public parts of the Building, and to close entrances, doors,
corridors, elevators or other facilities. Landlord shall not be liable to Tenant
for any expense, injury, loss or damage resulting from work done in or upon, or
the use of, any adjacent or nearby building, land, street or alley.

         11.   INSURANCE. Tenant shall carry insurance during the entire Term
hereof insuring Tenant, and insuring, as additional named insureds, Landlord,
any beneficiary of Landlord, the managing agent for the Project and their
respective agents, partners and employees, and any mortgagee of Landlord, as
their interests may appear, with terms and coverage reasonably satisfactory to
Landlord and in companies licensed in the State of Illinois and satisfactory to
Landlord, and with such increases in limits as Landlord may from time to time
request, but initially Tenant shall maintain the following coverages in the
following amounts:

         A.    Comprehensive public liability insurance, including the broad or
extended liability endorsement, during the entire term hereof with terms and in
companies satisfactory to Landlord to afford protection to the limits of not
less than $ 2,000,000 for combined single limit personal injury and property
damage liability per occurrence. $2,000,000 aggregate limit can be contained in
either a Primary General Liability Policy, or a $1,000,000 limit in a Primary
General Liability policy with a $1,000,000 Umbrella Policy.

         B.    Insurance against fire, sprinkler damage, vandalism, and the
extended coverage perils for the full insurable value of all additions,
improvements and alterations to the Premises, and of all office furniture, trade
fixtures, office equipment, merchandise and all other items of Tenant's property
on the Premises, and business interruption insurance.

         C.    Tenant shall, prior to the commencement of the Term, and during
the Term, thirty (30) days prior to the expiration of the policies of insurance,
furnish to Landlord certificates evidencing such coverage, which certificates
shall state that such insurance coverage may not be changed or canceled without
at least thirty (30) days' prior written notice to Landlord and Tenant.

         12.   SUBROGATION. Landlord and Tenant agree to have all fire and
extended coverage and material damage insurance which may be carried by either
of them endorsed with a clause providing that


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any release from liability of or waiver of claim for recovery from the other
party or any of the parties named in Section 11 above entered into in writing by
the insured thereunder prior to any loss or damage shall not affect the validity
of said policy or the right of the insured to recover thereunder, and providing
further that the insurer waives all rights of subrogation which such insurer
might have against the other party or any of the parties named in Section 11
above. Without limiting any release or waiver of liability or recovery contained
in any other Section of this Lease but rather in confirmation and furtherance
thereof, Landlord and any beneficiaries of Landlord waive all claims for
recovery from Tenant, and Tenant waives all claims for recovery from Landlord,
any beneficiaries of Landlord and the managing agent for the Project and their
respective agents, partners and employees, for any loss or damage to any of its
property insured under valid and collectible insurance policies to the extent of
any recovery collectible under such insurance policies.

         Notwithstanding the foregoing or anything contained in this Lease to
the contrary, any release or any waiver of claims shall not be operative, nor
shall the foregoing endorsement be required, in any case where the effect of
such release or waiver is to invalidate insurance coverage or invalidate the
right of the insured to recover thereunder or increase the cost thereof
(provided that in the case of increased cost the other party shall have the
right, within ten (10) days following written notice, to pay such increased
cost, thereby keeping such release or waiver in full force and effect).

         13.   UNTENANTABILITY. If all or substantially all of the Premises, or
in excess of thirty (30%) percent of the Building, are made untenantable by fire
or other casualty, Landlord may, at its option, elect:

         A.    To terminate this Lease as of the date of the fire or casualty by
notice to Tenant within sixty (60) days after that date; or

         B.    Proceed with all due diligence to repair, restore or rehabilitate
the Building or the Premises (excluding leasehold improvements installed or paid
for by Tenant) at Landlord's expense, in which latter event this Lease shall not
terminate.

         In the event the Lease is not terminated pursuant to these provisions,
rent shall abate only with respect to the portion of the Premises rendered
untenantable on a per diem basis during the period of untenantability. In the
event of the termination of this Lease pursuant to this section, rent shall be
apportioned on a per diem basis and paid to the date of the fire or other
casualty. If less than thirty (30%) percent of the Building or less than all or
substantially all of the Premises are made untenantable as aforesaid during the
last year of the Term hereof, Landlord shall have the right to terminate this
Lease as of the date of the fire or other casualty by giving written notice
thereof to Tenant within sixty (60) days after the date of fire or other
casualty, in which event the rent shall be apportioned on per diem basis and
paid to the date of such fire or other casualty.

         14.   EMINENT DOMAIN.

         A.    If a portion of the Building, or the Premises, shall be lawfully
taken or condemned for any public or quasi-public use or purpose, or conveyed
under threat of such condemnation, and as a result thereof, the Premises cannot
be used for the same purpose and with the same utility as before such taking or
conveyance, the terms of this Lease shall end upon, and not before, the date of
the taking of possession by the condemning authority, and without apportionment
of the award. In such event, Tenant hereby assigns to Landlord, Tenant's
interest in such award, if any. Current rent shall be apportioned as of the date
of such termination. If any part of the Building shall be so taken or so
condemned, or, if the grade of any street or alley adjacent to the Building is
changed by any government authority and such taking or change of grade makes it
necessary or desirable to demolish, substantially remodel, or restore the


                                      -9-
<PAGE>

Building, Landlord shall have the right to cancel this Lease upon not less than
ninety (90) days' prior notice to Tenant.

         B.    If a portion of the Premises shall be lawfully taken or condemned
or conveyed under threat of condemnation but thereafter the Premises can be used
by Tenant for the same purpose and with substantially the same utility, this
Lease shall not be terminated and Landlord shall repair the Premises, Building,
and/or common area (to the extent applicable), and the Lease shall be amended,
if applicable, to reduce Tenant's Proportion and Base Rent in the proportion of
the amount of the Premises taken. No money or other consideration shall be
payable by Landlord to Tenant for any right of cancellation or temporary taking
and Tenant shall have no right to share in any condemnation award or in any
judgment for damage caused by a change of grade.

         15.   [Intentionally omitted]

         16.   ASSIGNMENT/SUBLETTING.

         A.    Tenant shall not, without Landlord's prior written consent, which
in each instance, may be withheld at the reasonable discretion of Landlord: (i)
assign, transfer, hypothecate, mortgage, encumber, or convey, or subject to or
permit to exist upon or be subjected to any lien or charge, this Lease or any
interest under it (ii) allow any transfer of, or any lien upon, Tenant's
interest in this Lease by operation of law, (iii) sublet the Premises in whole
or in part or (iv) allow the use or occupancy of any portion of the Premises for
a use other than the Use or by anyone other than Tenant or Tenant's employees.
Tenant shall have the right to sublet or assign all or any portion of the
Premises to any related entity or affiliate of Tenant, by merger; acquisition,
consolidation, or any successor company, without Landlord's approval or consent.
Tenant shall provide written notice of any such assignment or sublease.

         Notwithstanding the foregoing, should any law governing Landlord's
consent to a sublease or assignment require Landlord to exercise reason in the
consideration of the granting or denying of consent, Landlord may take into
consideration the business reputation and creditworthiness of the proposed
subtenant or assignee; any required alteration of the Premises; the intended use
of the Premises by the proposed subtenant or assignee; the estimated pedestrian
and vehicular traffic in the Premises and to the Building which would be
generated by the proposed subtenant or assignee; any potential environmentally
hazardous activities engaged in by the proposed subtenant or assignee; and any
other factors which Landlord shall deem relevant; provided further, however,
that if Landlord does not consent to a sublease or assignment to any subtenant
or assignee which is a governmental agency, which is a present tenant in the
Building, or with whom Landlord or its agents has discussed tenancy within the
Building, same shall not be deemed to be unreasonable.

         B.    If Tenant shall, with Landlord's prior consent as herein
required, sublet the Premises: (i) an amount equal to rental in excess of the
Base Rent and any Additional Rent herein provided to be paid, shall be for the
benefit of Landlord and shall be paid to Landlord promptly when due under any
such subletting as Additional Rent; and (ii) Landlord shall be entitled to a fee
not greater than an amount equal to six (6) months Base Rental as consideration
for any such consent.

         C.    If Tenant Is an entity whose ownership not publicly held, and if
during the Term, the ownership of the control of Tenant changes, Tenant shall
notify Landlord of such change within five (5) days thereof, and Landlord, at
Its option, may at any time thereafter terminate this Lease by giving Tenant
written notice of said termination at least sixty (60) days prior to the date of
termination stated in the notice. The term "control" as used herein means the
power to directly or indirectly direct or cause the direction of the management
or policies of Tenant. A change or series of changes in ownership of stock which
would result in direct or indirect change in ownership by the stockholders or an
affiliated group or


                                      -10-
<PAGE>

stockholders of less than fifty (50%) percent of the outstanding stock shall not
be considered a change of control.

         D.    Tenant shall, by notice in writing, advise Landlord of its
intention from, on and after a stated date (which shall not be less than sixty
(60) days after the date of the giving of Tenant's notice to Landlord) to assign
this Lease or sublet any part or all of the Premises for the balance or any part
of the Term, and, in such event, Landlord shall have the right, to be exercised
by giving written notice to Tenant within thirty (30) days after receipt of
Tenant's notice, to terminate this Lease with respect to the space described in
Tenant's notice as of the date stated in Tenant's notice for the commencement of
the proposed assignment or sublease. Tenant's notice shall include the name and
address of the proposed assignee or subtenant, a true and complete copy of the
proposed assignment or sublease, and sufficient information as Landlord deems
necessary to allow Landlord to determine the financial responsibility and
character of the proposed assignee or subtenant.

         If Tenant's notice covers all of the Premises and if Landlord exercises
its right to terminate this Lease with respect to such space, then the Term of
this Lease shall expire and end on the date stated in Tenant's notice for the
commencement of the proposed assignment or sublease as fully and completely as
if that date had been the Expiration Date. If, however, Tenant's notice covers
less than all of the Premises, and if Landlord exercises its right to terminate
this Lease with respect to such space described in Tenant's notice, then as of
the date stated in Tenant's notice for the commencement of the proposed
sublease, the Base Rent and Tenant's Proportionate Share as defined herein shall
be adjusted on the basis of the number of rentable square feet retained by
Tenant, and this Lease as so amended, shall continue thereafter in full force
and effect.

         E.    Landlord's consent to any assignment or subletting shall not
release Tenant of liability under this Lease or permit any subsequent prohibited
act, unless specifically provided in such written consent. Tenant agrees to pay
to Landlord, on demand, all reasonable costs incurred by Landlord in connection
with any request by Tenant of Landlord in connection with any consent to any
assignment or subletting by Tenant.

         17.   SUBORDINATION. Landlord may execute and deliver a mortgage or
trust deed in the nature of a mortgage (both sometimes hereinafter referred to
as "Mortgage") against the Building, the Project or any interest therein,
including a ground lease thereof ("Ground Lease") and sell and leaseback the
Land. This Lease and the rights of Tenant hereunder shall be and are hereby made
expressly subject and subordinate at all times to any ground lease of the Land
or the Building or both, now or hereafter existing and all amendments, renewals
and modifications thereto and extensions thereof, or to the lien of any Mortgage
now or hereafter encumbering any portion of the Project, and to all advances
made or hereafter to be made upon the security thereof, provided that any such
subordination at all times shall be subject to the right of Tenant to remain in
possession of the Premises under the terms of this Lease for the Term,
notwithstanding any default under the relevant Ground Lease or Mortgage, or
after termination of said Ground Lease or foreclosure of the Mortgage or any
sale pursuant thereto, so long as Tenant is not in default under this Lease.
Tenant agrees to execute and deliver such instruments subordinating this Lease
to any such Ground Lease or to the lien of any such Mortgage as may be requested
in writing by Landlord from time to time and Tenant agrees to return to Landlord
any such instrument fully executed within ten (10) days of receipt thereof by
Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee
under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage
to this Lease.

         In the event of the cancellation or termination of any such Ground
Lease described above in accordance with its terms or by the surrender thereof,
whether voluntary, involuntary or by operation of law, or by summary
proceedings, or the foreclosure of any such Mortgage by voluntary agreement or
otherwise, or the commencement of airy judicial action seeking such foreclosure,
Tenant, at the request of


                                      -11-
<PAGE>

the new landlord, shall attorn to and recognize such ground lessor, mortgagee or
purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to
execute and deliver at any time upon request of such ground lessor, mortgagee,
purchaser, or their successors, any instrument to further evidence such
attornment.

         Tenant agrees to give the holder of any Mortgage, by registered or
certified mail, a copy of any notice of default served upon Landlord by Tenant,
provided that prior to such notice Tenant has received notice (by way of service
on Tenant of a copy of an assignment of rents and leases, or otherwise) of the
address of such mortgagee and containing a request therefor. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then said mortgagee shall have an additional thirty
(30) days after receipt of notice thereof within which to cure such default or,
if such default cannot be cured within that time, then such additional time as
may be necessary, if, within such thirty (30) days, any mortgagee has commenced
and is diligently pursuing the remedies necessary to cure such default
(including but not limited to commencement of foreclosure proceedings, if
necessary to effect such cure). Such period of time shall be extended by any
period within which such mortgage is prevented from commencing or pursuing such
foreclosure proceedings by reason of Landlord's bankruptcy. Until the time
allowed as aforesaid for said mortgagee to cure such defaults has expired
without cure, Tenant shall have no right to, and shall not, terminate this Lease
on account of default. This Lease may not be modified or amended so as to reduce
the rent paid hereunder or shorten the Term, or so as to adversely affect in any
other respect to any material extent the rights of Landlord, nor shall this
Lease be canceled or surrendered, without the prior written consent, in each
instance, of any ground lessor or mortgagee.

         18.   CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves and may
exercise the following tights without affecting Tenant's obligations hereunder:

         A.    To change the name or street address of the Building;

         B.    To install and maintain a sign or signs on the interior or
exterior of the Building;

         C.    To have access for Landlord and any other tenants of the Building
to any mail chutes located on the Premises according to the rules of the United
States Postal Service;

         D.    To designate all sources furnishing sign painting and lettering
ice, drinking water, towels, food, beverages, vending machines and toilet
supplies, lamps and bulbs used on the Premises;

         E.    To decorate, remodel, repair, alter or otherwise prepare the
Premises for reoccupancy if Tenant vacates the Premises prior the expiration of
the Term;

         F.    To retain at all times passkeys to the Premises;

         G.    To grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building;

         H.    To exhibit the Premises to others and to display "For Rent" signs
on the Premises;

         I.    To close the Building after regular working hours and on the
holidays; subject, however, to Tenant's rights to admittance, under such
reasonable regulations as Landlord may prescribe from time to time, which may
include by way of example but not of limitation. To require that persons
entering or leaving the Building identify themselves to a watchman by
registration or otherwise and that said persons


                                      -12-
<PAGE>

establish their right to enter or leave the Building, and provided, that
Landlord shall not be liable for the failure to admit any person to the
Building;

         J.    To approve the weight, size and location of safes or other heavy
equipment or articles, which articles may be moved in, about, or out of the
Building or Premises only at such times and in such manner as Landlord shall
direct, and in all events, at Tenant's sole risk and responsibility;

         K.    To take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the Premises or to the
Building and temporary closures of the Building, as may be necessary or
desirable for the safety, protection or preservation of the Premises or the
Building or Landlord's interests or the interest of other tenants, or as may be
necessary or desirable in the operation of the Building.

         Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights reserved without being deemed guilty of an eviction or
disturbance of Tenant's use or possession and without being liable in any manner
to Tenant and without abatement of rent or affecting any of Tenant's obligations
hereunder.

         19.   HOLDING OVER. If Tenant retains possession of the Premises or any
part thereof after the termination of the Term, or any extension thereof, by
lapse of time and otherwise, Tenant shall pay Landlord monthly rental, at double
the rate payable for the month immediately preceding said holding over
(including increases for Rent Adjustment which Landlord may reasonably
estimate), computed on a per-month basis, for each month or part thereof
(without reduction for any such partial month) that Tenant thus remains in
possession, and in addition thereto, Tenant shall pay Landlord all damages,
consequential as well as direct, sustained by reason of Tenant's retention of
possession. Alternatively, at the election of Landlord expressed in a written
notice to Tenant and not otherwise, such retention of possession shall
constitute a renewal of this Lease for one (1) year. The provisions of this
Section 19 do not exclude Landlord's right of re-entry or any other right
hereunder. Any such extension or renewal shall be subject to all other terms and
conditions herein contained.

         20.   LANDLORD'S REMEDIES.

         A.    Each of the following shall constitute a breach of this Lease by
Tenant: (i) Tenant fails to pay any installment or other payment of rent,
including, without limitation Base Rent, Rent Adjustment Deposits or Rent
Adjustment within five (5) days of the date that Tenant receives a notice from
Landlord stating that the relevant payment is delinquent; (ii) Tenant fails to
observe or perform any of the other covenants, conditions or provisions of this
Lease or under the Workletter to be observed or performed by Tenant and fails to
cure such default within fifteen (15) days after written notice thereof to
Tenant; (iii) the interest of Tenant in this Lease is levied upon under
execution or other legal process; (iv) a petition is filed by or against Tenant
to declare Tenant bankrupt or seeking a plan of reorganization or arrangement
under any chapter of the Bankruptcy Act or any amendment, replacement or
substitution therefor, or to delay payment of, reduce or modify Tenant's debts,
or any petition is filed or other action taken to reorganize or modify Tenant's
capital structure or upon the dissolution of Tenant; (v) Tenant is declared
insolvent by law or any assignment of Tenant's property is made for the benefit
of creditors, or a receiver is appointed for Tenant or Tenant's property; or
(vi) Tenant abandons the Premises.

         B.    In the event of any breach of this Lease by Tenant, Landlord at
its option, without further notice or demand to Tenant, may, in addition to all
other rights and remedies provided in this Lease, at law or in equity:

                                      -13-
<PAGE>

               (i)     terminate this Lease and Tenant's right of possession of
         the Premises, and recover all damages to which Landlord is entitled
         under law, specifically including, without limitation, rent for the
         balance of the Term, all Landlord's expenses of reletting (including
         repairs, alterations, improvements, additions, decorations, legal fees
         and brokerage commissions); or

               (ii)    terminate Tenant's right of possession of the Premises
         without terminating this Lease, in which event Landlord may, but shall
         not be obligated to, relet the Premises, or any part thereof, for the
         account of Tenant, for such rent and term and upon such terms and
         conditions as are acceptable to Landlord.

         For purposes of such reletting, Landlord is authorized to decorate,
repair, alter and improve the Premises to the extent reasonably necessary. If
Landlord fails or refuses to relet the Premises or if the Premises are relet and
a sufficient sum not be realized therefrom after payment of all Landlord's
expenses of reletting (including repairs, alterations, improvements, additions,
decorations, legal fees and brokerage commissions) to satisfy the payment when
due of rent reserved under this Lease for each such monthly period or if the
Premises have been relet, Tenant shall pay any such deficiency monthly. Tenant
agrees that Landlord may file suit to recover any sums due to Landlord hereunder
from time to time and that such suit or recovery of any amount due Landlord
hereunder shall not be any defense to any subsequent action brought for any
amount not then reduced to judgment in fever of Landlord. In the event Landlord
elects, pursuant to this Section 20B, to terminate Tenant's right of possession
only, without terminating this Lease, Landlord may, at Landlord's option, enter
into the Premises, remove Tenant's signs and other evidences of tenancy, and
take and hold possession thereof as provided in Section 21 hereof, provided such
action shall not terminate this Lease or release Tenant, in whole or in part,
from Tenant's obligation to pay the rent reserved hereunder for the Term or from
any other obligation of Tenant under this Lease. Any and all property which may
be removed from the Premises by Landlord pursuant to the authority of the Lease
or of law, to which Tenant is or may be entitled, may be handled, removed or
stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall
in no event be responsible for the value, preservation or safekeeping thereof.
Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such
removal and all storage charges against such property so long as the same shall
be in Landlord's possession or under Landlord's control. Any such property of
Tenant not retaken from storage by Tenant within thirty (30) days after the end
of the Term, however terminated, shall be conclusively presumed to have been
conveyed by Tenant to Landlord under this Lease as a bill of sale without
further payment or credit by Landlord to Tenant. Tenant hereby grants to
Landlord a first lien upon the interest of Tenant under this Lease to secure the
payment of monies due under this Lease which lien may be enforced in equity. Any
default by Tenant of any term or condition hereof other than the payment of sums
due hereunder may be restrained or enforced by injunction.

         C.    Tenant shall pay upon demand, all costs and expenses, including
reasonable attorney's fees, incurred by Landlord in enforcing the observance and
performance by Tenant of all covenants, conditions and provisions of this Lease
to be observed and performed by Tenant, or resulting from Tenant's default under
this Lease.

         D.    If the term of any lease, other than this Lease, made by Tenant
for any Premises in the Building shall be terminated or terminable after the
making of this Lease because of any default by Tenant under such other lease,
such fact shall empower Landlord, at Landlord's sole opinion, to terminate this
Lease by notice to Tenant.

         21.   SURRENDER OF POSSESSION. Upon the expiration or other termination
of the Term, Tenant shall quit and surrender to Landlord the Premises, broom
clean, in good order and condition, ordinary


                                      -14-
<PAGE>

wear excepted, surrender all keys to the Premises to Landlord, and Tenant shall
remove all of its property except as otherwise specifically provided herein.

         If Tenant does not remove its property of every kind and description
from the Premises prior to the end of the term, however ended, at Landlord's
option, Tenant shall be conclusively presumed to have conveyed the same to
Landlord under this Lease as a bill of sale without further payment or credit by
Landlord to Tenant and Landlord may remove the same and Tenant shall pay the
cost of such removal to Landlord upon demand. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of the
term of this Lease.

         22.   [Intentionally omitted]

         23.   COVENANT AGAINST LIENS. Tenant has no authority or power to cause
or permit any lien or encumbrance of any kind whatsoever, whether created by act
of Tenant, operation of law or otherwise, to attach to or be placed upon
Landlord's title or interest in the Building, the Project or Premises, and any
liens and encumbrances created by Tenant shall attach to Tenant's interest only.
Tenant covenants and agrees not to suffer or permit any lien of mechanics or
materialmen or others to be placed against the Land, Building or the Premises
with respect to work or services claimed to have been performed for or materials
claimed to have been furnished to Tenant or the Premises, and in case of any
such lien attaching, Tenant covenants and agrees immediately to cause it to be
released and removed of record.

         24.   TENANT'S PAYMENT UPON EXECUTION.

         A.    As additional security for the faithful and prompt performance of
its obligation hereunder, Tenant has concurrently with the execution of this
lease paid to Agent the Security Deposit described in Section 1 hereof. Said
Security Deposit need not be segregated and may be applied by Landlord for the
purpose of curing any default or defaults of Tenant hereunder, in which event
Tenant shall replenish said deposit in full by promptly paying to Landlord on
demand the amount so applied. Landlord shall not pay any interest on said
deposit, except as may be required by law. If Tenant has not defaulted hereunder
and Landlord has not applied said deposit to cure a default, or Landlord has
applied said deposit to cure a default and Tenant has replenished the same, then
said deposit, or such remaining portion thereof, shall be paid to Tenant after
the termination of this Lease. Said deposit shall not be deemed an advance
payment of Rent or measure of Landlord's damages or any default hereunder by
Tenant.

         B.    Notwithstanding anything to the contrary herein set forth, the
Monthly Base Rent payable for the first month of the Term shall be due and paid
to Landlord concurrently upon the execution hereof by Tenant.

         25.   RULES AND REGULATIONS. Tenant shall occupy and use the Premises
during the Term for the purpose above specified and none other and shall comply
with the following provisions:

         A.    Tenant will not make or permit to be made any use of the Premises
which, directly or indirectly is forbidden by public law, ordinance, or
government regulation of which may be dangerous to persons or property, or which
may invalidate or increase the premium cost of any policy of insurance carried
on the Building or covering its operations; Tenant shall not do, or permit to be
done, any act or thing upon the Premises which will be in conflict with fire
insurance policies covering the Building. Tenant at its sole expense shall
comply with all rules, regulations or requirements of the local inspection and
Rating Bureau, or any other similar body, and shall not do or permit anything to
be done upon said Premises or bring or keep anything thereon in violation of
rules, regulations, or requirements of the Fire Department, local inspection and
Rating Bureau, Fire Insurance Rating Organization or other authority


                                      -15-
<PAGE>

having jurisdiction, and then only in such quantity and manner of storage so as
not to increase the rate of fire insurance applicable to the Building;

         B.    Any sign, installed in the Premises or anywhere within the
Building, shall be installed by Landlord at Tenant's cost and in such manner,
character and style as Landlord may approve in writing;

         C.    Tenant shall not advertise the business, profession or activities
of Tenant conducted in the Building in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities, and shall
not use the name of the Building for any purpose other than that of business
address of Tenant, and shall never use any picture or likeness of the Building
in any circulars, notices, advertisements or correspondence without Landlord's
express consent in writing;

         D.    Tenant shall not obstruct, or use for storage, or for any purpose
other than ingress and egress, the sidewalks, ensconces, passages, courts,
corridors, vestibules, halls, elevators and stairways of the Building;

         E.    No bicycle or other vehicle and no dog, other than a guide dog,
or other animal shall be brought or permitted to be in the Building or any part
thereon;

         F.    Tenant shall not make or permit any noise or odor that is
objectionable to other occupants of the Building to emanate from the Premises,
and shall not create or maintain a nuisance thereon, and shall not disturb,
solicit or canvass any occupant of the Building, and shall not do any act
tending to injure the reputation of the Building;

         G.    Tenant shall not install any musical instrument or equipment in
the Building or any antennas, aerial wires or other equipment inside or outside
the Building, without, in each and every instance, prior approval in writing by
Landlord. The use thereof, if permitted, shall be subject to control by Landlord
to the end that others shall not be disturbed or annoyed;

         H.    Tenant shall not waste water by tying, wedging or otherwise
fastening open, any faucet;

         I.    No additional locks or similar devices shall be anchored to any
door or window. No keys for any door or window other than those provided by
Landlord shall be made. If more than two keys for one lock are desired by
Tenant, Landlord may provide the same upon payment by Tenant. Upon termination
of this Lease or of Tenant's possession, Tenant shall surrender all keys of the
Premises and Building and shall make known to Landlord the explanation of all
combination locks on safes, cabinets, and vaults;

         J.    Tenant shall be responsible for protecting the demised Premises
and all property located therein and for the safety of all persons therein;

         K.    If Tenant desires telegraphic, telephonic, burglar alarm or
signal service, Landlord will, upon request, direct where and how connections
and all wiring for such service shall be introduced and run. Without such
directions, no boring, cutting, or installation of wires or cables is permitted;

         L.    Shades, draperies or other forms of inside window covering must
be of such shape, color and material as approved by Landlord;

         M.    Tenant shall pay, as a late charge and to defray Landlord's
increased costs of collection in the event any installment of Base Rent, Rent
Adjustment, Rent Adjustment Deposits and any other charge


                                      -16-
<PAGE>

owed by Tenant hereunder is not paid when due, the greater of $100.00 or an
amount equal to five (5%) percent of the amount due (but in no event shall the
amount of such late charge exceed an amount based upon the highest legally
permissible rate chargeable at anytime by Landlord under the circumstances).
Should Tenant make a partial payment of past due amounts, the amount of such
partial payment shall be applied first to reduce all accrued and unpaid late
charges, in inverse order of their maturity, and then to reduce all other past
due amounts, in inverse order of their maturity;

         N.    Tenant shall not overload any floor. Safes, furniture and all
large articles shall be brought through the Building and into the Premises at
such times and in such manner as Landlord shall direct and at Tenant's sole risk
and responsibility. Only professional movers will be allowed to move Tenants
into and out of the Premises. Movers will need to be first approved by Landlord,
to furnish Certificates of Insurance to Landlord, and must agree to cooperate
with Landlord's requirements and restrictions. Landlord reserves the right to
prohibit specific movers from the Premises (NORTH SHORE MOVERS AND JOEY'S
MOVERS, AND ANY AFFILIATED FIRMS, ARE PROHIBITED). Tenant shall list all
furniture, equipment and similar articles to be removed from the Building, and
that list must be approved by the Office of the Building or by a Landlord
designated person before building employees will permit any article to be
removed;

         O.    Unless Landlord gives advance written consent in each and every
instance. Tenant shall not install or operate any steam or internal combustion
engine, boiler, machinery, refrigerating or heating device, or air-conditioning
apparatus in or about the Premises, or carry on any mechanical business therein,
or use the Premises for housing accommodations or lodging or sleeping uses, or
do any cooking therein or install or permit the installation of any vending
machines, or use any illumination other than electric light, or use or permit to
be brought into the Building any flammable oils or fluids such as gasoline,
kerosene, naphalene and benzene or any explosive or other articles hazardous to
persons or property.

         P.    Tenant shall not place or allow anything to be against or near
the glass or partitions, doors or windows of the Premises which may diminish the
light in, or be unsightly from the exterior of the Building, public halls or
corridors;

         Q.    Tenant shall not install in the Premises any equipment that uses
a substantial amount of electricity without the advance consent of Landlord.
Tenant shall ascertain from Landlord the maximum amount of electric current
which can safely be used in the Premises, taking into account the ability of the
electric wiring in the Building of the Premises and the needs of other tenants
in the Building and shall not use more than such safe capacity. Landlord's
consent to the installation of electric equipment shall not relieve Tenant front
the obligation not to use more electricity in such safe capacity;

         R.    Tenant may not install carpet padding or carpet by means of a
mastic, glue or cement without Landlord's prior written consent. Such
installation shall be by tackless strip or double-faced tape only;

         S.    Tenant shall not, without Landlord's prior written consent in
each instance, do any cooking, baking, heating, preparation, serving or selling
of any food or beverages in the Premises, or permit the same to occur, except
for coffee service and microwave ovens to service Tenant;

         T.    If Tenant breaches any covenant or condition of this Section 25,
then in addition to all other liabilities, rights and remedies for breach of any
covenant of this Section 25, Tenant shall pay to Landlord all damages caused by
such breach and shall so pay to Landlord as additional rent an amount equal to
any increase in insurance premium or premiums caused by such breach. Landlord
shall have the right to make, and Tenant shall observe, such reasonable rules
and regulations as Landlord or its agent


                                      -17-
<PAGE>

may from time to time adopt on such reasonable notice to be given as Landlord
may elect. Nothing in this lease shall be construed to impose upon Landlord any
duty or obligation to enforce provisions of this Section 25 or any rules and
regulations hereafter adopted, to the terms, covenants or conditions of any
other lease as against any other tenant, and Landlord shall not be liable to
Tenant for violation of the same by any other tenant, its servants, employees,
agents, visitors or licensees.

         26.   USE OF PREMISES AND PARKING.

         The Tenant shall use the Premises for general office operations during
normal business hours between 7:00 A.M. and 7:00 P.M. weekdays and 7A.M. and 1
P.M. Saturdays ("Normal Business Hours"). Regular, consistent operations outside
of these days and hours shall place an undue burden on the Building's
facilities. Tenant agrees to discontinue such operations upon written notice
from Landlord. If Tenant does not discontinue such operations within ten (10)
days of notice, Tenant shall pay to Landlord, as Additional Rent, the sum of One
Hundred Dollars ($100.) per day per employee, invitee, or agent who is
conducting business operations on the Premises outside of Normal Business Hours.
Failure to pay this amount when billed shall constitute a default of this Lease.

         27.   MISCELLANEOUS.

         A.    No payment by Tenant or receipt by Landlord of a lesser amount
than any installment or payment of rent due shall be deemed to be other than a
payment on account of the amount due and no endorsement or statement on any
check or any letter accompanying any check or payment of rent shall 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 installment or
payment of rent or pursue any other remedies available to Landlord. No receipt
of money by Landlord from Tenant after the termination of this Lease or after
the service of any notice or after the commencement of any suit, or after final
judgment for possession of the Premises shall reinstate, continue or extend the
term of this Lease or affect any such notice, demand or suit.

         B.    No waiver of any default of Tenant hereafter shall be implied
from any omission by Landlord to take any action on account of such default, and
if such default be repeated, no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated.

         C.    The words "Landlord" and "Tenant" wherever used in the Lease
shall be construed to mean plural when necessary, and the necessary grammatical
changes required to make the provisions hereof apply either to corporations or
individuals, men or women, shall in all cases be assumed as though in each case
fully expressed. The term "Tenant" shall include Tenant's agents, employees,
contractors, officers, invitees, successors and others using the Premises with
the expressed or implied permission of Tenant.

         D.    Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of Landlord and Tenant and their
respective heirs, legal representatives, successors and assigns in the event
this Lease has been assigned with the express written consent of Landlord;
provided, however; this provision shall not be construed to permit any
assignment or subletting by Tenant.

         E.    The execution of this Lease by Tenant and delivery of such to
Landlord or Landlord's agent does not constitute a reservation of or option for
the Premises or an agreement to enter into a Lease. This Lease shall become
effective only if and when Landlord executes and delivers same to Tenant;
provided, however, the execution and delivery by Tenant of this Lease to
Landlord or Landlord's Agent shall constitute an irrevocable offer by Tenant to
lease the Premises and the terms and conditions herein


                                      -18-
<PAGE>

contained, which offer may not be withdrawn or invoked for 30 days after such
execution and delivery. If Tenant is a corporation, partnership, association or
any other entity, it shall deliver to Landlord, concurrently with the delivery
to Landlord of an executed Lease, certified resolutions of Tenant's directors,
or another governing person of body authorizing execution and delivery of this
Lease and the performance by Tenant of its obligations hereunder and the
authority of the party executing the lease as having been duly authorized to so
do.

         F.    All amounts (unless otherwise provided herein, and other than the
Base Rent and Rent Adjustment, which shall be due as hereinbefore provided) owed
by Tenant to Landlord hereunder shall be deemed additional rent and be paid
within ten (10) days from the date Landlord renders statements of account
therefor. All such amounts (including Base Rent and Rent Adjustment) shall bear
interest from the date due until the date paid the rate of four (4%) percent
above the prime rate of interest published by LaSalle National Bank of Chicago
on the date that any payment is due, or at the maximum legal rate of interest,
allowed by law, if such maximum legal rate is applicable and lower. Whenever the
term "Rent" is referred to in this Lease, it shall include, Base Rent, Rent
Adjustment and all additional rent.

         G.    All riders and exhibits attached to this Lease referred to herein
be hereby made a part of this Lease as though inserted in this Lease.

         H.    The headings of sections are for convenience only and do not
limit or construe the contents of the sections.

         I.    If Tenant shall occupy the Premises prior to the beginning of the
term of this Lease with Landlord's consent, all the provisions of this Lease
shall be in full force and effect as soon as Tenant occupies the Premises.

         J.    Should any mortgage, leasehold or otherwise, require a
modification or modifications of this Lease, which modification or modifications
will not bring about any increased cost or expense to Tenant or in any other way
substantially change the rights and obligations of Tenant hereunder, then and in
such event, Tenant agrees that this Lease may be so modified.

         K.    Tenant represents that Tenant has dealt directly with and only
with Agent and the Cooperating Broker listed in Section 1 hereof as brokers in
connection with this Lease and that, insofar as tenant knows, no other broker
negotiated this Lease or is entitled to any commission in connection therewith.
Tenant shall indemnify and hold Landlord, Owner and Owner's partners and their
respective agents and employees harmless from all claims of any other broker or
brokers in connection with this Lease.

         L.    Tenant shall at any time and from time to time upon not less than
ten (10) days prior written request from Landlord execute, acknowledge and
deliver to Landlord, in form reasonably satisfactory to Landlord and/or
Landlord's mortgagee or purchaser, a written statement certifying (if true) that
Tenant has accepted the Premises, that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same are in full
force and effect as modified and stating the modifications), that Landlord is
not in default hereunder, the date to which the Rent and other charges have been
paid in advance, if any, and such other accurate certifications as may
reasonably be requested by Landlord or Landlord's mortgagee or purchaser, and
agreeing to give copies to any mortgagee of Landlord of all default notices sent
or delivered to Tenant by Landlord. It is intended that any such statement
delivered pursuant to this subsection may be relied upon by the relevant
purchaser or mortgagee of the Premises and their respective successors and
assigns.

                                      -19-
<PAGE>

         M.    Landlord's or Owner's title is and always shall be paramount to
the title of Tenant and nothing herein contained shall empower Tenant to do any
act, which can, shall or may encumber such title.

         N.    The laws of the State of Illinois shall govern the validity,
performance and enforcement of this Lease.

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

         P.    Tenant warrants and represents that it has full power and
authority to execute this Lease. In the event Tenant is a general partnership or
consists of two or more individuals, all present and future partners or
individuals, as applicable, shall be jointly and severally liable hereunder.

         Q.    Landlord has no obligation pursuant to this Lease except as
expressly provided for herein. Landlord's liability hereunder shall cease upon
the transfer of Landlord's interest in this Lease.

         R.    This Lease sets forth all the covenants, promises, agreements,
conditions and understandings between Landlord and Tenant concerning the
Premises and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as herein set
forth, except as herein otherwise provided, and no subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by them.

         S.    Notices hereunder shall he in writing and shall be deemed given
when received if:

               (i)     served by Landlord upon Tenant by leaving a notice at the
         Premises or forwarding through certified or registered mail, postage
         prepaid, to Tenant at the Premises.

               (ii)    served by Tenant upon Landlord when addressed to Landlord
         and served by certified or registered mail, postage prepaid, to
         Landlord's agent at the address set forth in Section 1 or to such other
         address and parties as notified by Landlord.

         T.    This Lease does not grant any rights to light or air over or
about the real property of Landlord. Landlord specifically excepts and reserves
to itself the use of any roofs, the exterior portions of the Project, all rights
to and the land and improvements below the improved floor level of the Project,
to the improvements and air rights above the Project and to the improvements and
air rights located outside the demising walls of the Project and to such areas
within the Project required for installation of utility lines and other
installations required to serve any occupants of the Project, and to maintain
and repair same, and no rights with respect thereto are conferred upon Tenant,
unless otherwise specifically provided herein.

         28.   QUIET ENJOYMENT. Subject to the provisions of this Lease,
Landlord covenants that Tenant, on paying the rent required under and performing
the covenants of this Lease on its part to be performed, shall and may peaceably
have, hold and enjoy the Premises for the Term.

         29.   PARKING. Tenant acknowledges that any utilization of more than
one (1) parking stall per two hundred (200) rentable square feet in the Premises
(the "Threshold Number," said Threshold Number


                                      -20-
<PAGE>

being obtained by dividing the rentable square footage of the Premises by 200
and then rounding to the nearest whole number) may cause Landlord to be unable
to provide satisfactory parking accommodations for the other tenants in the
Building. Therefore, if at any time during the Term the number of Tenant
Representatives (as herein defined) occupying the Premises (i.e., being present
on the Premises for last three (3) hours in any particular day) exceeds the
Threshold Number, Landlord shall be entitled to notify Tenant that Landlord
intends to invoke the remedies set forth in herein below in this Paragraph 30 in
an effort address its parking concerns. If within three (3) business days of its
receipt of such notice from Landlord, Tenant has not reduced its Tenant
Representatives to the Threshold Number, then Tenant shall be in default and
Landlord shall be entitled, in addition to its other remedies under this Lease,
to charge Tenant one hundred dollars ($100.00) per day for each tenant
Representative occupying the Premises in excess of the Threshold Number. Such
per diem penalties shall remain in effect until such time as Tenant provided
Landlord with reasonably satisfactory evidence that tenant Representatives no
longer exceed the Threshold Number. As used herein, "Tenant's Representatives"
shall mean all officers, partners employees, consultants, subtenants, and
contractual personnel occupying the Premises. Tenant hereby grants to Landlord
the right to inspect the Premises, from time to time and at any reasonable time,
for purposes of determining the number of Tenant Representatives occupying the
Premises.

         IN WITNESS WHEREOF, this Lease has been duly executed by the parties
hereto, as of the day and year first above written.

LANDLORD:                                   TENANT:
---------                                   -------

BANNOCKBURN EXECUTIVE PLAZA, L.L.C.         Agility Centralized Research
An Illinois limited liability company,      Services, L.L.C.
by Dolan Associates, Ltd. as Agent


By: /s/
    ----------------------------------
    Its President                           By: /s/ Daniel Pawlik
                                                -------------------------------
                                                Its Owner

                                            ATTESTED:

                                            By:
                                                -------------------------------
                                                Its
                                                    ---------------------------
















                                      -21-
<PAGE>


                                    EXHIBIT B

         Tenant accepts the Premises "as is" except for the following work to be
done by Landlord ("Landlord's Work"), all of which is shown on Exhibit B-1,
hereto attached and made a part of this Lease:

         1. Recarpet Premises.

         2. Repaint the Premises.

         3. Replace the coiling tile.

         4. Replace the light lenses.

         All work not included as Landlord's Work shall be done by Tenant at
Tenant's expense ("Tenant's Work").






























                                      -22-
<PAGE>


                                    EXHIBIT C

SCHEDULE OF BASE RENT
---------------------

                                    MONTHLY BASE             TOTAL ANNUAL
        LEASE YEAR                      RENT                  BASE RENT
        ----------                  ------------             ------------
            1                        $1,659.00                $19,908.00
            2                        $1,709.00                $20,508.00






TENANT'S INITIALS:
                    ----------------






























                                      -23-