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                                                                   EXHIBIT 10.35

                                  STANDARD FORM
                            INDUSTRIAL BUILDING LEASE
                                 (MULTI-TENANT)

         1.       BASIC TERMS. This SECTION 1 contains the Basic Terms of this
Lease between Landlord and Tenant, named below. Other Sections of the Lease
referred to in this SECTION 1 explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

                  1.1.     Date of Lease: _____________________

                  1.2.     Landlord: First Industrial, L.P.

                  1.3.     Tenant: Build-A-Bear Retail Management, Inc., a
                           Delaware corporation

                  1.4.     Premises: Suites 1938 - 1954 containing approximately
                           51,976 rentable square feet within in the complex
                           commonly known as 1908 - 2000 Innerbelt Business
                           Center Drive, St. Louis, Missouri 63114 ("BUILDING").

                  1.5.     Property: 1908 - 2000 Innerbelt Business Center
                           Drive, St. Louis, Missouri 63114 (See EXHIBIT A)

                  1.6.     Lease Term: Four (4) years and zero (0) months
                           ("TERM"), commencing January 1, 2005 ("COMMENCEMENT
                           DATE") and ending December 31, 2008, subject to
                           SECTION 2.3 below, ("EXPIRATION DATE"). SEE RIDER

                  1.7.     Permitted Uses: (See SECTION 4.1) General
                           administrative and sales office, along with
                           warehousing, service, assembly and distribution of
                           retail products.

                  1.8.     Tenant's Guarantor: None

                  1.9.     Brokers: (See SECTION 23)
                                    (A) Tenant's Broker: None
                                    (B) Landlord's Broker: None

                  1.10.    Security/Damage Deposit: (See SECTION 4.4) Letter of
                           Credit in the amount of $24,215.68.

                  1.11.    Initial Estimated Additional Rent Payable by Tenant:
                           SEE RIDER

                  1.12.    Tenant's Proportionate Share: 27%

                  1.13.    Riders to Lease: SEE RIDER

         2.       LEASE OF PREMISES; RENT.

                  2.1.     LEASE OF PREMISES FOR LEASE TERM. Landlord hereby
leases the Premises to Tenant, and Tenant hereby rents the Premises from
Landlord, for the Term and subject to the conditions of this Lease.

                  2.2.     TYPES OF RENTAL PAYMENTS. Tenant shall pay modified
net rent to Landlord in monthly installments, in advance, on the first day of
each and every calendar month during the Term of this Lease (the "BASE RENT") in
the amounts and for the periods set forth below:

<TABLE>
<CAPTION>
       LEASE PERIOD                     ANNUAL BASE RENT              MONTHLY BASE RENT
       ------------                     ----------------              -----------------
<S>                                  <C>                              <C>
Jan. 1, 2005 - Dec. 31, 2008         $441,795.96 ($8.50/ft.)             $36,816.33
</TABLE>

Tenant shall also pay Tenant's Proportionate Share (as set forth in SECTION
1.12) of Operating Expenses (as hereinafter defined) and any other amounts owed
by Tenant hereunder [collectively, "ADDITIONAL RENT"]. In the event any monthly
installment of Base Rent or Additional Rent, or both, is not paid within 10 days
of the date when due, a late charge in an amount equal to 5% of the then
delinquent installment of Base Rent and/or Additional Rent [the "LATE CHARGE";
the Late Charge, Default Interest (as defined in SECTION 22.3 below), Base Rent
and Additional Rent shall collectively be referred to as "RENT"] shall be paid
by Tenant to Landlord, c/o First Industrial, L.P., 75 Remittance Drive, Suite
1589, Chicago, IL 60675-1589, or if sent by overnight courier to, First
Industrial, L.P., 75 Remittance Drive, Lockbox #1589, Chicago, IL 60675-1589 (or
such other entity designated as Landlord's management agent, if any, and if
Landlord so appoints such a management agent, the "AGENT"), or pursuant to such
other directions as Landlord shall designate in this Lease or otherwise in
writing.

                  2.3.     COVENANTS CONCERNING RENTAL PAYMENTS. Tenant shall
pay the Rent promptly when due, without notice or demand, and without any
abatement, deduction or setoff, except as may otherwise be expressly and
specifically provided in this Lease. No payment by Tenant, or receipt or
acceptance by Agent or Landlord, of a lesser amount than the correct Rent shall
be deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or letter accompanying any payment be deemed an accord or

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satisfaction, and Agent or Landlord may accept such payment without prejudice to
its right to recover the balance due or to pursue any other remedy available to
Landlord. If the Commencement Date occurs on a day other than the first day of a
calendar month, the Rent due for the first calendar month of the Term shall be
prorated on a per diem basis (based on a 360 day, 12 month year) and paid to
Landlord on the Commencement Date, and the Term will be extended to terminate on
the last day of the calendar month in which the Expiration Date stated in
SECTION 1.6 occurs.

         3.       OPERATING EXPENSES.

                  3.1.     DEFINITIONAL TERMS RELATING TO ADDITIONAL RENT. For
purposes of this Section and other relevant provisions of the Lease:

                           3.1.1.   OPERATING EXPENSES. The term "OPERATING
EXPENSES" shall mean all costs and expenses paid or incurred with respect to the
ownership, repair, replacement, restoration, maintenance and operation of the
Property, including, without limitation, the following: (i) services provided
directly by employees of Landlord or Agent in connection with the operation,
maintenance or rendition of other services to or for the Property; (ii) to the
extent not separately metered, billed, or furnished, all charges for utilities
and services furnished to either or both of the Property and the Premises
(including, without limitation, the Common Areas [as hereinafter defined]),
together with any taxes on such utilities; (iii) all premiums for casualty,
workers' compensation, liability, boiler, flood and all other types of insurance
provided by Landlord and relating to the Property, all third party
administrative costs incurred in connection with the procurement and
implementation of such insurance policies, and all deductibles paid by Landlord
pursuant to insurance policies required to be maintained by Landlord under this
Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in
the ownership and operation of the Property, and sales and other taxes thereon;
(v) amounts charged (including, without limitation, those costs and expenses set
forth in SECTION 13.2 (i) below) by any or all of contractors, materialmen and
suppliers for services, materials and supplies furnished to Landlord in
connection with any or all of the operation, repair and maintenance of any part
of the Property (together with a reasonable overhead and administrative fee to
Landlord), including, without limitation, the structural elements of the
Property and the Common Areas; (vi) management fees to Landlord or Agent or
other persons or management entities actually and directly involved in the
management and operation of the Property; (vii) any capital improvements made
by, or on behalf of, Landlord to the Property that are either or both (a)
designed to reduce Operating Expenses and (b) required to keep the Property in
compliance with all governmental laws, rules and regulations applicable thereto,
from time to time, the cost of which capital improvements shall be reasonably
amortized by Landlord over the useful life of the improvement, in accordance
with generally accepted accounting principles; (viii) all professional fees
incurred in connection with the operation, management and maintenance of the
Property; and (ix) Taxes, as hereinafter defined in SECTION 3.1.2.
Notwithstanding anything to the contrary, Operating expenses shall not include
the following: depreciation of property, costs of tenant improvements, real
estate brokers' commissions, interest, or capital costs of major roof or major
parking lot replacements/restorations, work necessitate by fire or other
casualty damage to the extent of net insurance proceeds received by Landlord
with respect thereto, attorneys' fees, accounting fees and expenditures incurred
in connection with negotiation, disputes and claims of other tenants or
occupants of the property, or with other third parties except as specifically
provided in this Lease; advertising expenses and other costs incurred in leasing
or procuring new tenants, expenses for which Landlord is or will be reimbursed
by other sources, excluding Tenant reimbursement for amounts payable, including,
but not limited to, repair or replacement of any item covered by warranties;
expense for the defense of Landlord's title to the property, structural repairs
and replacements, depreciation and amortization of the property or financing
costs, including interest and principal amortization of debts; charitable and
political contributions; costs to correct original or latent defects in the
design, construction or equipment of the property; costs of alterations to any
tenants' premises, except for any alterations required by law; or expenses in
connection with services or other benefits of the type which are not provided or
available to Tenant but which are provided to another tenant of the property or
which are paid to Landlord by such other tenant. Tenant's obligations regarding
real estate taxes and insurance premiums are further defined herein below.

                           3.1.2.   TAXES. The term "TAXES," as referred to in
SECTION 3.1.1(ix) above shall mean (i) all governmental taxes, assessments, fees
and charges of every kind or nature (other than Landlord's income taxes),
whether general, special, ordinary or extraordinary, due at any time or from
time to time, during the Term and any extensions thereof, in connection with the
ownership, leasing, or operation of the Property, or of the personal property
and equipment located therein or used in connection therewith; and (ii) any
reasonable expenses incurred by Landlord in contesting such taxes or assessments
and/or the assessed value of the Property.

                           3.1.3.   OPERATING YEAR. The term "OPERATING YEAR"
shall mean the calendar year commencing January 1st of each year (including the
calendar year within which the Commencement Date occurs) during the Term.

                           3.1.4    MODIFIED NET RENT. THE TERM "MODIFIED NET
RENT" SHALL MEAN TENANT SHALL PAY ITS BASE RENT AS DEFINED ABOVE, ITS
PROPORTIONAL SHARE OF OPERATING EXPENSES, AS DEFINED ABOVE AND ITS PROPORTIONAL
SHARE OF REAL ESTATE TAXES IN EXCESS OF $248,978.63 AND INSURANCE PREMIUMS IN
EXCESS OF $9,313.29. (SEE RIDER)

                  3.2.     PAYMENT OF OPERATING EXPENSES. Additional Rent
commences to accrue upon the Commencement Date. The Tenant's Proportionate Share
of Operating Expenses payable hereunder for the Operating Years in which the
Term begins and ends shall be prorated to correspond to that portion of said
Operating Years occurring within the Term. Tenant's Proportionate Share of
Operating Expenses and any other sums due and payable under this Lease shall be
adjusted upon receipt of the actual bills therefor, and the obligations of this
SECTION 3 shall survive the termination or expiration of the Lease.

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                  3.3.     PAYMENT OF ADDITIONAL RENT. Landlord shall have the
right to reasonably estimate the Operating Expenses for each Operating Year.
Upon Landlord's or Agent's notice to Tenant of such estimated amount, Tenant
shall pay, on the first day of each month during that Operating Year, an amount
(the "ESTIMATED ADDITIONAL RENT") equal to the estimate of the Tenant's
Proportionate Share of Operating Expenses divided by 12 (or the fractional
portion of the Operating Year remaining at the time Landlord delivers its notice
of the estimated amounts due from Tenant for that Operating Year). If the
aggregate amount of Estimated Additional Rent actually paid by Tenant during any
Operating Year is less than Tenant's actual ultimate liability for Operating
Expenses for that particular Operating Year, Tenant shall pay the deficiency
within 30 days of Landlord's written demand therefor. If the aggregate amount of
Estimated Additional Rent actually paid by Tenant during a given Operating Year
exceeds Tenant's actual liability for such Operating Year, the excess shall be
credited against the Estimated Additional Rent next due from Tenant during the
immediately subsequent Operating Year, except that in the event that such excess
is paid by Tenant during the final Lease Year, then upon the expiration of the
Term, Landlord or Agent shall pay Tenant the then-applicable excess promptly
after determination thereof.

         4.       USE OF PREMISES AND COMMON AREAS; SECURITY DEPOSIT.

                  4.1.     USE OF PREMISES AND PROPERTY. The Premises shall be
used by the Tenant for the purpose(s) set forth in SECTION 1.7 above and for no
other purpose whatsoever. Tenant shall not, at any time, use or occupy, or
suffer or permit anyone to use or occupy, the Premises, or do or permit anything
to be done in the Premises or the Property, in any manner that may (a) violate
any Certificate of Occupancy for the Premises or the Property; (b) cause, or be
liable to cause, injury to, or in any way impair the value or proper utilization
of, all or any portion of the Property (including, but not limited to, the
structural elements of the Property) or any equipment, facilities or systems
therein; (c) constitute a violation of the laws and requirements of any public
authority or the requirements of insurance bodies or the rules and regulations
of the Property, including any covenant, condition or restriction affecting the
Property; (d) exceed the load bearing capacity of the floor of the Premises; (e)
impair or tend to impair the character, reputation or appearance of the
Property; or (e) unreasonably annoy, inconvenience or disrupt the operations or
tenancies of other tenants or users of the Property. On or prior to the date
hereof, Tenant has completed and delivered for the benefit of Landlord a "Tenant
Operations Inquiry Form" in the form attached hereto as EXHIBIT D describing the
nature of Tenant's proposed business operations at the Premises, which form is
intended to, and shall be, relied upon by Landlord.

                  4.2.     USE OF COMMON AREAS. As used herein, "COMMON AREAS"
shall mean all areas within the Property that are available for the common use
of tenants of the Property and that are not leased or held for the exclusive use
of Tenant or other tenants or licensees, including, but not limited to, parking
areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping
and planted areas. Tenant shall have the nonexclusive right to use the Common
Areas for the purposes intended, subject to such reasonable rules and
regulations as Landlord may uniformly establish from time to time. Tenant shall
not interfere with the rights of any or all of Landlord, other tenants or
licensees, or any other person entitled to use the Common Areas. Without
limitation of the foregoing, Tenant shall not park or store any vehicles or
trailers on, or conduct truck loading and unloading activities in, the Common
Areas in a manner that unreasonably disturbs, disrupts or prevents the use of
the Common Areas by Landlord, other tenants or licensees or other persons
entitled to use the Common Areas. Landlord, from time to time, may change any or
all of the size, location, nature and use of any of the Common Areas although
such changes may result in inconvenience to Tenant, so long as such changes do
not materially and adversely affect Tenant's use of the Premises. In addition to
the foregoing, Landlord may, at any time, close or suspend access to any Common
Areas to perform any acts in the Common Areas as, in Landlord's reasonable
judgment, are desirable to improve or maintain either or both of the Premises
and the Property, or are required in order to satisfy Landlord's obligations
under either or both of SECTIONS 13.2 and 18; provided, however, that Landlord
shall use reasonable efforts to limit any disruption of Tenant's use and
operation of the Premises in connection therewith.

                  4.3.     SIGNAGE. Tenant shall not affix any sign of any size
or character to any portion of the Property, without prior written approval of
Landlord, which approval shall not be unreasonably withheld or delayed. Tenant
shall remove all signs of Tenant upon the expiration or earlier termination of
this Lease and immediately repair any damage to either or both of the Property
and the Premises caused by, or resulting from, such removal.

                  4.4.     SECURITY/DAMAGE DEPOSIT. Simultaneously with the
execution and delivery of this Lease, Tenant has deposited with Landlord or
Agent A Letter of Credit in the amount of $24,215.68, the sum set forth in
SECTION 1.10 above, in cash (the "SECURITY"), representing security for the
performance by Tenant of the covenants and obligations hereunder, the amount of
which Security was determined by adding the first two installments of monthly
Base Rent. The Security shall be held by Landlord or Agent, without interest, in
favor of Tenant; provided, however, that no trust relationship shall be deemed
created thereby and the Security may be commingled with other assets of
Landlord. If Tenant defaults in the performance of any of its covenants
hereunder, Landlord or Agent may, without notice to Tenant, apply all or any
part of the Security, to the extent required for the payment of any Rent or
other sums due from Tenant hereunder, in addition to any other remedies
available to Landlord. In the event the Security is so applied, Tenant shall,
upon demand, immediately deposit with Landlord or Agent a sum equal to the
amount so used. If Tenant fully and faithfully complies with all the covenants
and obligations hereunder, the Security (or any balance thereof) shall be
returned to Tenant within 30 days after the last to occur of (i) the date the
Term expires or terminates or (ii) delivery to Landlord of possession of the
Premises. Landlord may deliver the Security to any purchaser of Landlord's
interest in the Premises [or any Successor Landlord (defined below), if
applicable], and thereupon Landlord and Agent shall be discharged from any
further liability with respect to the Security.

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         5.       CONDITION AND DELIVERY OF PREMISES.

                  5.1.     CONDITION OF PREMISES. Tenant agrees that Tenant is
familiar with the condition of both the Premises and the Property, and Tenant
hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant
acknowledges that neither Landlord nor Agent, nor any representative of
Landlord, has made any representation as to the condition of the foregoing or
the suitability of the foregoing for Tenant's intended use. Tenant represents
and warrants that Tenant has made its own inspection of the foregoing. Neither
Landlord nor Agent shall be obligated to make any repairs, replacements or
improvements (whether structural or otherwise) of any kind or nature to the
foregoing in connection with, or in consideration of, this Lease, except (a) as
set forth in SECTIONS 13.2 and 18 and (b) with respect to all (if any) repairs
and improvements expressly and specifically described in EXHIBIT B attached
hereto ("LANDLORD WORK ITEMS"). Landlord agrees to make reasonable efforts to
enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or
contractor's warranties, if any, issued in connection with any of the Landlord
Work Items.

                  5.2.     DELAY IN COMMENCEMENT. Landlord shall not be liable
to Tenant if Landlord does not deliver possession of the Premises to Tenant on
the Commencement Date. The obligations of Tenant under the Lease shall not be
affected thereby, except that the Commencement Date shall be delayed until
Landlord delivers possession of the Premises to Tenant, and the Lease Term shall
be extended by a period equal to the number of days of delay in delivery of
possession of the Premises to Tenant, plus the number of days necessary to end
the Lease Term on the last day of a month.

         6.       SUBORDINATION; NOTICES TO SUPERIOR LESSORS AND MORTGAGEES;
ATTORNMENT.

                  6.1.     SUBORDINATION. Provided that Tenant is provided with
a reasonable and customary subordination, nondisturbance and attornment
agreement duly executed by the holder of any mortgage or deed of trust or the
landlord pursuant to any ground lease, this Lease shall be subject and
subordinate at all times to (a) all ground leases or underlying leases that may
now exist or hereafter be executed affecting either or both of the Premises and
the Property and (b) any mortgage or deed of trust that may now exist or
hereafter be placed upon, and encumber, any or all of (x) the Property; (y) any
ground leases or underlying leases for the benefit of the Property; and (z) all
or any portion of Landlord's interest or estate in any of said items.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases that
benefit the Property or any such mortgage or deed of trust liens to this Lease.
Tenant shall execute and deliver, upon demand by Landlord and in the form
reasonably requested by Landlord, any additional documents evidencing the
priority of subordination of this Lease with respect to any such ground leases
or underlying leases for the benefit of the Property or any such mortgage or
deed of trust.

                  6.2.     ESTOPPEL CERTIFICATES. Tenant agrees, from time to
time and within fifteen (15) days after request by Landlord, to deliver to
Landlord, or Landlord's designee, an estoppel certificate stating such matters
pertaining to this Lease as may be reasonably requested by Landlord. Failure by
Tenant to timely execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included therein are true and correct without exception. Landlord and Tenant
intend that any statement delivered pursuant to this section may be relied upon
by any prospective purchaser or mortgagee of the Property or of any interest
therein or any other Landlord designee.

                  6.3.     TRANSFER FOR LANDLORD. In the event of a sale or
conveyance by Landlord of the Property, the same shall operate to release
Landlord from any future liability for any of the covenants or conditions,
express or implied, herein contained in favor of Tenant, and in such event
Tenant agrees to look solely to Landlord's successor in interest with respect
thereto and agrees to attorn to such successor.

         7.       QUIET ENJOYMENT. Subject to the provisions of this Lease, so
long as Tenant pays all of the Rent and performs all of its other obligations
hereunder, Tenant shall not be disturbed in its possession of the Premises by
Landlord, Agent or any other person lawfully claiming through or under Landlord;
provided, however, in addition to Landlord's rights under SECTION 16 and
elsewhere in this Lease, Landlord and Landlord's agents, employees, contractors
and representatives shall be provided reasonable access to the Premises such
that Landlord and Landlord's agents, employees, contractors and representatives
may perform the General Maintenance Services (as hereinafter defined) without
undue interruption, delay or hindrance. This covenant shall be construed as a
covenant running with the Property and is not a personal covenant of Landlord.
Tenant shall not unreasonably interrupt, delay, prevent or hinder the
performance of the General Maintenance Services by or on behalf of Landlord.
Notwithstanding the foregoing, however, Tenant acknowledges and agrees that
Landlord shall have the unfettered and unilateral right to use portions of the
Common Areas (inclusive of the roof of the Building) for such purposes and uses
as Landlord may desire; provided, however, that in all events and under all
circumstances, Landlord's use of any portion of the Common Areas shall not
interfere, in any material respect, with any or all of (a) Tenant's rights to
occupy and use the Common Areas (in the manner and for the purposes contemplated
hereunder); (b) Tenant's right to utilize the vehicular parking areas located on
the Common Areas; and (c) Tenant's right of access, ingress and egress to and
from the Common Areas.

         8.       ASSIGNMENT, SUBLETTING AND MORTGAGING.

                  8.1.     PROHIBITION. Tenant acknowledges that this Lease and
the Rent due under this Lease have been agreed to by Landlord in reliance upon
Tenant's reputation and creditworthiness and upon the continued operation of the
Premises by Tenant for the particular use described in SECTION 4.1 above;
therefore, Tenant shall not, whether voluntarily, or by operation of law, or
otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises
or any part thereof, or allow the same to be used or occupied by anyone other
than Tenant; or (c)

                                       4
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mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises,
or any part thereof, in any manner whatsoever, without in each instance
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Any purported assignment, mortgage, transfer,
pledge or sublease made without the prior written consent of Landlord shall be
absolutely null and void. No assignment of this Lease shall be effective and
valid unless and until the assignee executes and delivers to Landlord any and
all documentation reasonably required by Landlord in order to evidence
assignee's assumption of all obligations of Tenant hereunder. Any consent by
Landlord to a particular assignment, sublease or mortgage shall not constitute
consent or approval of any subsequent assignment, sublease or mortgage, and
Landlord's written approval shall be required in all such instances. No consent
by Landlord to any assignment or sublease shall be deemed to release Tenant from
its obligations hereunder and Tenant shall remain fully liable for performance
of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall
be permitted to assign this Lease or sublease the Premises to an affiliate of
Tenant (affiliate, meaning an entity which either controls Tenant, is controlled
by Tenant, or is under common control with Tenant),or to a corporation resulting
from the merger or consolidation with Tenant, or any persons or entity which
acquires substantially all of the assets of Tenant as a going concern, or to any
person or entity which acquires substantially all of the stock of Tenant.

                  8.2.     RIGHTS OF LANDLORD. If this Lease is assigned, or if
the Premises (or any part thereof) are sublet or used or occupied by anyone
other than Tenant, whether or not in violation of this Lease, Landlord or Agent
may (without prejudice to, or waiver of its rights), collect Rent from the
assignee, subtenant or occupant. Landlord or Agent may apply the net amount
collected to the Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
this SECTION 8. With respect to the allocable portion of the Premises sublet, in
the event that the total rent and any other considerations received under any
sublease by Tenant is greater than the total Rent required to be paid, from time
to time, under this Lease, Tenant shall pay to Landlord one hundred percent
(100%) of such excess as received from any subtenant and such amount shall be
deemed a component of the Additional Rent.

         9.       COMPLIANCE WITH LAWS.

                  9.1.     COMPLIANCE WITH LAWS. Tenant shall, at its sole
expense (regardless of the cost thereof), comply with all local, state and
federal laws, rules, regulations and requirements now or hereafter in force and
all judicial and administrative decisions in connection with the enforcement
thereof (collectively, "LAWS"), pertaining to either or both of the Premises and
Tenant's use and occupancy thereof. If any license or permit is required for the
conduct of Tenant's business in the Premises, Tenant, at its expense, shall
procure such license prior to the Commencement Date, and shall maintain such
license or permit in good standing throughout the Term. Tenant shall give prompt
notice to Landlord of any written notice it receives of the alleged violation of
any Law or requirement of any governmental or administrative authority with
respect to either or both of the Premises and the use or occupation thereof. The
judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord is a party thereto or
not, that any such Law pertaining to the Premises has been violated, shall be
conclusive of that fact as between Landlord and Tenant.

                  9.2.     HAZARDOUS MATERIALS. If, at any time or from time to
time during the Term (or any extension thereof), any Hazardous Material (defined
below) is generated, transported, stored, used, treated or disposed of at, to,
from, on or in either or both of the Premises and the Property by, or as a
result of any act or omission of, any or all of Tenant and any or all of
Tenant's Parties (defined below): (i) Tenant shall, at its own cost, at all
times comply (and cause all others to comply) with all laws (federal, state or
local) relating to Hazardous Materials, including, but not limited to, all
Environmental Laws (defined below), and Tenant shall further, at its own cost,
obtain and maintain in full force and effect at all times all permits and other
approvals required in connection therewith; (ii) Tenant shall promptly provide
Landlord or Agent with complete copies of all communications, permits or
agreements with, from or issued by any governmental authority or agency
(federal, state or local) or any private entity relating in any way to the
presence, release, threat of release, or placement of Hazardous Materials on or
in the Premises or any portion of the Property, or the generation,
transportation, storage, use, treatment, or disposal at, on, in or from the
Premises, of any Hazardous Materials; (iii) Landlord, Agent and their respective
agents and employees shall have the right to either or both (x) enter the
Premises and (y) conduct appropriate tests for the purposes of ascertaining
Tenant's compliance with all applicable laws (including Environmental Laws),
rules or permits relating in any way to the generation, transport, storage, use,
treatment, disposal or presence of Hazardous Materials on, at, in or from all or
any portion of either or both of the Premises and the Property; and (iv) upon
written request by Landlord or Agent, Tenant shall provide Landlord with the
results of reasonably appropriate tests of air, water or soil to demonstrate
that Tenant complies with all applicable laws, rules or permits relating in any
way to the generation, transport, storage, use, treatment, disposal or presence
of Hazardous Materials on, at, in or from all or any portion of either or both
of the Premises and the Property. This SECTION 9.2 does not authorize the
generation, transportation, storage, use, treatment or disposal of any Hazardous
Materials at, to, from, on or in the Premises in contravention of this SECTION
9. Tenant covenants to investigate, clean up and otherwise remediate, at
Tenant's sole expense, any release of Hazardous Materials caused, contributed
to, or created by any or all of (A) Tenant and (B) any or all of Tenant's
officers, directors, members, managers, partners, invitees, agents, employees,
contractors or representatives ("TENANT PARTIES") during the Term. Such
investigation and remediation shall be performed only after Tenant has obtained
Landlord's prior written consent; provided, however, that Tenant shall be
entitled to respond immediately to an emergency without first obtaining such
consent. All remediation shall be performed in strict compliance with
Environmental Laws and to the reasonable satisfaction of Landlord. Tenant shall
be liable for any and all conditions covered hereby, and for all costs relating
thereto, that are caused or created by any or all of Tenant and any or all of
Tenant's Parties. Tenant shall not enter into any settlement agreement, consent
decree or other compromise with respect to any claims relating to any Hazardous
Materials in any way connected to the Premises without first obtaining
Landlord's written consent (which consent may be given or withheld in Landlord's
sole, but reasonable, discretion) and affording Landlord the reasonable
opportunity to participate in any such proceedings. As used herein, the term (x)
"ENVIRONMENTAL LAWS" shall mean any and all

                                       5
<PAGE>

laws pertaining to Hazardous Materials or that otherwise deal with, or relate
to, air or water quality, air emissions, soil or ground conditions or other
environmental matters of any kind; and (y) "HAZARDOUS MATERIALS" shall mean any
waste, material or substance (whether in the form of liquids, solids or gases,
and whether or not airborne) that is or may be deemed to be or include a
pesticide, petroleum, asbestos, polychlorinated biphenyl, radioactive material,
urea formaldehyde or any other pollutant or contaminant that is or may be deemed
to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or
injurious, or that presents a risk to public health or to the environment, and
that is or becomes regulated by any Environmental Law. The undertakings,
covenants and obligations imposed on Tenant under this SECTION 9.2 shall survive
the termination or expiration of this Lease.

         10.      INSURANCE.

                  10.1.    INSURANCE TO BE MAINTAINED BY LANDLORD. Landlord
shall maintain (a) "all-risk" property insurance policy covering the Property
(at its full replacement cost), but excluding Tenant's Property (defined below),
and (b) commercial general public liability insurance covering Landlord for
claims arising out of liability for bodily injury, death, personal injury,
advertising injury and property damage occurring in and about the Property and
otherwise resulting from any acts and operations of Landlord, its agents and
employees, and (c) rent loss insurance, all of the above with limits that are
required by any lender(s) of Landlord, or as are otherwise reasonably determined
by Landlord.

                  10.2.    INSURANCE TO BE MAINTAINED BY TENANT. Tenant shall
purchase, at its own expense, and keep in force at all times during this Lease
the policies of insurance set forth below in SECTIONS 10.2.1 and 10.2.2
(collectively, "TENANT'S POLICIES"). All Tenant's Policies shall (a) be issued
by an insurance company with a Best rating of A-X or better and otherwise
reasonably acceptable to Landlord and shall be licensed to do business in the
state in which the Property is located; (b) provide that said insurance shall
not be canceled or materially modified unless 30 days' prior written notice
shall have been given to Landlord; and (c) otherwise be in such form, and
include such coverages, as Landlord may reasonably require. All Tenant's
Policies (or, at Landlord's option, Certificates of Insurance, in a form
reasonably acceptable to Landlord, evidencing said Tenant's Policies), shall be
delivered to Landlord by Tenant upon commencement of the Lease and renewals
thereof shall be delivered at least 30 days prior to the expiration of each
Tenant's Policy. Tenant shall give prompt notice to Landlord and Agent of any
bodily injury, death, personal injury, advertising injury or property damage
occurring in and about the Property.

                           10.2.1.  GENERAL LIABILITY AND AUTO INSURANCE. Tenant
shall purchase and maintain, throughout the Term, a Tenant's Policy(ies) of (i)
commercial general or excess liability insurance, including personal injury and
property damage, in the amount of not less than $2,000,000.00 per occurrence,
and $5,000,000.00 annual general aggregate, per location; (ii) comprehensive
automobile liability insurance covering Tenant against any losses arising out of
liability for personal injuries or deaths of persons and property damage
occurring in or about the Premises in the amount of not less than $1,000,000,
combined single limit. The Tenant's Policies required by this SECTION 10.2.1
shall (a) name Landlord, Agent, and any party holding an interest to which this
Lease may be subordinated as additional insureds; (b) provide coverage on an
occurrence basis; (c) provide coverage for the indemnity obligations of Tenant
under this Lease; (d) contain a severability of insured parties provision and/or
a cross liability endorsement; (e) be primary, not contributing with, and not in
excess of, coverage that Landlord may carry; and (f) provide coverage with no
exclusion for a pollution incident arising from a hostile fire.

                           10.2.2.  PROPERTY AND WORKERS' COMPENSATION
INSURANCE. Tenant shall purchase and maintain, throughout the Term, a Tenant's
Policy or Policies of (i) "all-risk" property insurance covering Tenant's
Property (at its full replacement cost), and damage to other property resulting
from any acts or operations of Tenant, and (ii) workers' compensation insurance
per the applicable state statutes covering all employees of Tenant.

                  10.3.    WAIVER OF SUBROGATION. To the extent permitted by
law, and without affecting the coverage provided by insurance required to be
maintained hereunder, Landlord and Tenant each waive any right to recover
against the other for (a) damages to property, (b) damages to all or any portion
of either or both of the Premises and the Property, (c) claims arising by reason
of the foregoing, to the extent such damages and claims are insured against, or
required to be insured against, by Landlord or Tenant under this Lease, or (d)
claims paid by Tenant's workers' compensation carrier. This provision is
intended to waive, fully and for the benefit of each party, any rights and/or
claims which might give rise to a right of subrogation by any insurance carrier.
The coverage obtained by each party pursuant to this Lease shall include,
without limitation, a waiver of subrogation by the carrier which conforms to the
provisions of this section.

         11.      ALTERATIONS.

                  11.1.    PROCEDURAL REQUIREMENTS. Tenant may, from time to
time, at its expense, make alterations or improvements in and to the Premises
(hereinafter collectively referred to as "ALTERATIONS"), provided that Tenant
first obtains the written consent of Landlord in each instance. Landlord's
consent to Alterations shall not be unreasonably withheld, provided that: (a)
the Alterations are non-structural and the structural integrity of the Property
shall not be affected; (b) the Alterations are to the interior of the Premises;
(c) the proper functioning of the mechanical, electrical, heating, ventilating,
air-conditioning ("HVAC"), sanitary and other service systems of the Property
shall not be affected and the usage of such systems by Tenant shall not be
increased; (d) the Alterations have no adverse effect on other leased premises
in the Property; (e) Tenant shall have appropriate insurance coverage,
reasonably satisfactory to Landlord, regarding the performance and installation
of the Alterations; (f) the Alterations shall conform with all other
requirements of this Lease; and (g) Tenant shall have provided Landlord with
reasonably detailed plans for such Alterations in advance of requesting
Landlord's consent. Additionally, before proceeding with any Alterations, Tenant
shall (i) at Tenant's expense, obtain all necessary governmental permits and
certificates for the commencement and prosecution of Alterations; (ii) submit to
Agent, for Landlord's

                                       6
<PAGE>

written approval, working drawings, plans and specifications and all permits for
the work to be done and Tenant shall not proceed with such Alterations until it
has received said approval; and (iii) cause those contractors, materialmen and
suppliers engaged to perform the Alterations to deliver to Landlord certificates
of insurance (in a form reasonably acceptable to Landlord) evidencing policies
of commercial general liability insurance (providing the same coverages as
required in SECTION 10.2.1 above) and workers' compensation insurance. Such
insurance policies shall satisfy the obligations imposed under SECTION 10.2.1(a)
through (d) and (f). After obtaining Landlord's approval to the Alterations,
Tenant shall give Landlord at least five days' prior written notice of the
commencement of any Alterations at the Premises, and Landlord may elect to
record and post notices of non-responsibility at the Premises. Notwithstanding
anything to the contrary contained in this SECTION 11.1, Landlord's consent
shall not be required for Alterations satisfying clauses (a) through (f) above
and costing $10,000.00 or less in any one instance (up to a maximum aggregate of
$25,000.00 over the Term) provided that Tenant notifies Landlord of such
Alterations prior to commencing thereon and obtains all approvals and permits
necessary for the commencement and prosecution of such Alterations.

                  11.2.    PERFORMANCE OF ALTERATIONS. Tenant shall cause the
Alterations to be performed in compliance with all applicable permits, laws and
requirements of public authorities, and with Landlord's reasonable rules and
regulations or any other restrictions that Landlord or Agent may impose on the
Alterations. Tenant shall cause the Alterations to be diligently performed in a
good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the standards for the Property established by Landlord or
Agent. Tenant shall obtain all necessary permits and certificates for final
governmental approval of the Alterations and shall provide Landlord with "as
built" plans, copies of all construction contracts, governmental permits and
certificates and proof of payment for all labor and materials, including,
without limitation, copies of paid invoices and final lien waivers.

                  11.3.    LIEN PROHIBITION. Tenant shall pay when due all
claims for labor and material furnished to the Premises in connection with the
Alterations. Tenant shall not permit any mechanics or materialmen's liens to
attach to the Premises or the Property. Tenant, at its expense, shall procure
the satisfaction or discharge of record of all such liens and encumbrances
within 30 days after the filing thereof; or, within such thirty (30) day period,
Tenant shall provide Landlord, at Tenant's sole expense, with endorsements
(satisfactory, both in form and substance, to Landlord and the holder of any
mortgage or deed of trust) to the existing title insurance policies of Landlord
and the holder of any mortgage or deed of trust, insuring against the existence
of, and any attempted enforcement of, such lien or encumbrance. In the event
Tenant has not so performed, Landlord may, at its option, pay and discharge such
liens and Tenant shall be responsible to reimburse Landlord, on demand and as
Additional Rent under this Lease, for all costs and expenses incurred in
connection therewith, together with interest thereon at the rate set forth in
SECTION 22.3, which expenses shall include reasonable fees of attorneys of
Landlord's choosing, and any costs in posting bond to effect discharge or
release of the lien as an encumbrance against the Premises or the Property.

         12.      LANDLORD'S AND TENANT'S PROPERTY.

                  12.1.    LANDLORD'S PROPERTY. Subject to SECTION 12.2, all
fixtures, machinery, equipment, improvements and appurtenances attached to, or
built into, the Premises at the commencement of, or during the Term, whether or
not placed there by or at the expense of Tenant, shall become and remain a part
of the Premises; shall be deemed the property of Landlord (the "LANDLORD'S
PROPERTY"), without compensation or credit to Tenant; and shall not be removed
by Tenant at the Expiration Date unless Landlord requests their removal.
Further, any personal property in the Premises on the Commencement Date, movable
or otherwise, unless installed and paid for by Tenant, shall be and shall remain
the property of Landlord and shall not be removed by Tenant. In no event shall
Tenant remove any of the following materials or equipment without Landlord's
prior written consent (which consent may be given or withheld in Landlord's sole
discretion): any power wiring or power panels, lighting or lighting fixtures,
wall or window coverings, carpets or other floor coverings, heaters, air
conditioners or any other HVAC equipment, fencing or security gates, or other
similar building operating equipment and decorations.

                  12.2.    TENANT'S PROPERTY. All movable non-structural
partitions, business and trade fixtures, machinery and equipment, communications
equipment and office equipment that are installed in the Premises by, or for the
account of, Tenant and without expense to Landlord and that can be removed
without structural damage to the Property, and all furniture, furnishings and
other articles of movable personal property owned by Tenant and located in the
Premises (collectively, the "TENANT'S PROPERTY") shall be and shall remain the
property of Tenant and may be removed by Tenant at any time during the Term,
provided Tenant repairs or pays the cost of repairing any damage to the Premises
or to the Property resulting from the installation and/or removal thereof. At or
before the Expiration Date, or the date of any earlier termination, Tenant, at
its expense, shall remove from the Premises all of Tenant's Property and any
Alterations (except such items thereof as constitute Landlord's Property; or as
Landlord shall have expressly permitted, in writing, to remain, which property
shall become the property of Landlord), and Tenant shall repair (to Landlord's
reasonable satisfaction) any damage to the Premises or the Property resulting
from any installation and/or removal of Tenant's Property. Any other items of
Tenant's Property that shall remain in the Premises after the Expiration Date,
or following an earlier termination date, may, at the option of Landlord, be
deemed to have been abandoned, and in such case, such items may be retained by
Landlord as its property or be disposed of by Landlord, in Landlord's sole and
absolute discretion and without accountability, at Tenant's expense.
Notwithstanding the foregoing, if Tenant is in default under the terms of this
Lease, Tenant may remove Tenant's Property from the Premises only upon the
express written direction of Landlord.

         13.      REPAIRS AND MAINTENANCE.

                  13.1.    TENANT REPAIRS AND MAINTENANCE.

                                       7
<PAGE>

                           13.1.1.  TENANT RESPONSIBILITIES. Throughout the
Term, Tenant shall, at its sole cost and expense: (i) both (x) maintain and
preserve, in first-class condition (subject to normal and customary wear and
tear), and (y) perform any and all repairs and replacements required in order to
so maintain and preserve, in first class condition, the Premises and the
fixtures and appurtenances therein (including, but not limited to, the Premises'
plumbing and HVAC systems, all doors, overhead or otherwise, glass and levelers
located in the Premises or otherwise available in the Property for Tenant's sole
use; and excluding, however, only those specific components of the Premises for
which Landlord is expressly responsible under SECTION 13.2); and (ii) except to
the extent Landlord elects to repair and maintain the HVAC systems as part of
General Maintenance Services (as hereinafter defined), maintain, in full force
and effect, a preventative maintenance and service contract with a reputable
service provider for maintenance of the HVAC systems of the Premises (the "HVAC
MAINTENANCE CONTRACT"). The terms and provisions of any such HVAC Maintenance
Contract shall require that the service provider maintain the Premises' HVAC
system in accordance with the manufacturer's recommendations and otherwise in
accordance with normal, customary and reasonable practices in the geographic
area in which the Premises is located and for HVAC systems comparable to the
Premises' HVAC system.

                           In addition to Tenant's obligations under (i) and
(ii) above, Tenant shall also be responsible for all costs and expenses incurred
to perform any and all repairs and replacements (whether structural or
non-structural; interior or exterior; and ordinary or extraordinary), in and to
the Premises and the Property and the facilities and systems thereof, if and to
the extent that the need for such repairs or replacements arises directly or
indirectly from any or all of: (a) the performance or existence of any
Alterations, (b) the installation, use or operation of Tenant's Property in the
Premises, (c) the moving of Tenant's Property in or out of the Property, and (d)
any act, omission, misuse, or neglect of Tenant, any of its subtenants, or
others entering into the Premises by act or omission of Tenant or any subtenant.
Any repairs or replacements required to be made by Tenant to any or all of the
structural components of the Property and the mechanical, electrical, sanitary,
HVAC, or other systems of the Property or Premises shall be performed by
appropriately licensed contractors approved by Landlord, which approval shall
not be unreasonably withheld. All such repairs or replacements shall be subject
to the supervision and control of Landlord, and all repairs and replacements
shall be made with materials of equal or better quality than the items being
repaired or replaced.

                           13.1.2.  GENERAL MAINTENANCE SERVICES.
Notwithstanding any of the foregoing, however, from time to time during the
Term, Landlord may elect, in its sole discretion and by delivery of written
notice to Tenant, to perform on behalf of Tenant, all or some portion of the
repairs, maintenance, restoration and replacement in and to the Premises
required to be performed by Tenant under this Lease (any such repairs,
maintenance, restoration and/or replacement activities that Landlord elects to
perform on behalf of Tenant are herein collectively referred to as "GENERAL
MAINTENANCE SERVICES"). Tenant shall reimburse Landlord for the cost or value of
all General Maintenance Services provided by Landlord as Additional Rent,
simultaneously with the payment of Operating Expenses as part of Estimated
Additional Rent (on a monthly estimated basis subject to annual reconciliation,
as described in SECTION 3.3 above). Unless and until Landlord affirmatively
elects to provide General Maintenance Services, nothing contained herein shall
be construed to obligate Landlord to perform any General Maintenance Services
or, except as otherwise expressly provided in SECTION 13.2, to repair, maintain,
restore or replace any portion of the Premises. Landlord may from time to time,
in its sole discretion, (x) reduce or expand the scope of the General
Maintenance Services that Landlord has elected to provide or (y) revoke its
election to provide any or all of the General Maintenance Services, in either
event, upon delivery of not less than thirty (30) days' prior written notice to
Tenant

                           13.1.3.  HVAC MAINTENANCE CONTRACT. If Landlord does
not elect to repair and maintain the HVAC systems as part of General Maintenance
Services, or revokes such election at any time after having made such election,
then, within 30 days following either (a) the Commencement Date or (b) the date
on which Landlord advises Tenant that Landlord will no longer provide General
Maintenance Services for the HVAC system, whichever date is applicable, Tenant
shall procure and deliver to Landlord the HVAC Maintenance Contract. Thereafter,
Tenant shall provide to Landlord a copy of renewals or replacements of such HVAC
Maintenance Contract no later than 30 days prior to the then-applicable expiry
date of the existing HVAC Maintenance Contract. If Tenant fails to timely
deliver to Landlord the HVAC Maintenance Contract (or any applicable renewal or
replacement thereof), then Landlord shall have the right to contract directly
for the periodic maintenance of the HVAC systems in the Premises and to charge
the cost thereof back to Tenant as Additional Rent.

                  13.2.    LANDLORD REPAIRS. Notwithstanding anything contrary
herein, Landlord shall repair, replace and restore the foundation, exterior and
interior load-bearing walls, roof structure and roof covering and tuckpointing
of the Property; provided, however, that (i) all costs and expenses so incurred
by Landlord to repair, replace and restore the above items shall constitute
Operating Expenses; provided, however, that with respect to any costs incurred
in the replacement context, those costs shall not constitute an Operating
Expense except to the extent that such costs so qualify under SECTION
3.1.1(vii); and (ii) notwithstanding (i) above, in the event that any such
repair, replacement or restoration is necessitated by any or all of the matters
set forth in SECTIONS 13.1(a) through (d) above (collectively, "TENANT
NECESSITATED REPAIRS"), then Tenant shall be required to reimburse Landlord for
all costs and expenses that Landlord incurs in order to perform such Tenant
Necessitated Repairs, and such reimbursement shall be paid, in full, within 10
days after Landlord's delivery of demand therefor. Landlord agrees to commence
the repairs, replacements or restoration described in this SECTION 13.2 within a
reasonable period of time after receiving from Tenant written notice of the need
for such repairs.

         14.      UTILITIES. Tenant shall purchase all utility services and
shall provide for scavenger, cleaning and extermination services. As provided in
SECTION 3.1.1. above, utility charges are included within Operating Expenses;
therefore, when and as Tenant pays estimated Operating Expenses, those estimated
monthly payments shall include monthly estimated installments of utility
charges; nevertheless, at Landlord's election or with Landlord's consent, Tenant
may pay the utility charges for its Premises directly to the utility or
municipality

                                       8
<PAGE>

providing such service, and in that event: (a) all charges shall be paid by
Tenant before they become delinquent; and (b) utility charges for the Premises
shall not be included in estimated Operating Expenses. Tenant shall be solely
responsible for the repair and maintenance of any meters necessary in connection
with such services. Tenant's use of electrical energy in the Premises shall not,
at any time, exceed the capacity of either or both of (i) any of the electrical
conductors and equipment in or otherwise servicing the Premises; and (ii) the
HVAC systems of either or both of the Premises and the Property.

         15.      INVOLUNTARY CESSATION OF SERVICES. Landlord reserves the
right, without any liability to Tenant and without affecting Tenant's covenants
and obligations hereunder, to stop service of any or all of the HVAC, electric,
sanitary, elevator (if any), and other systems serving the Premises, or to stop
any other services required by Landlord under this Lease, whenever and for so
long as may be necessary by reason of (i) accidents, emergencies, strikes, or
the making of repairs or changes which Landlord or Agent, in good faith, deems
necessary or (ii) any other cause beyond Landlord's reasonable control. Further,
it is also understood and agreed that Landlord or Agent shall have no liability
or responsibility for a cessation of services to the Premises or to the Property
that occurs as a result of causes beyond Landlord's or Agent's reasonable
control. No such interruption of service shall be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part thereof,
or render Landlord or Agent liable to Tenant for damages, or relieve Tenant from
performance of Tenant's obligations under this Lease, including, but not limited
to, the obligation to pay Rent; provided, however, that if any interruption of
services persists for a period in excess of five (5) consecutive business days
Tenant shall, as Tenant's sole remedy, be entitled to a proportionate abatement
of Rent to the extent, if any, of any actual loss of use of the Premises by
Tenant.

         16.      LANDLORD'S RIGHTS. Landlord, Agent and their respective
agents, employees and representatives shall have the right to enter and/or pass
through the Premises at any time or times upon reasonable prior notice (except
in the event of emergency): (a) to examine and inspect the Premises and to show
them to actual and prospective lenders, prospective purchasers or mortgagees of
the Property or providers of capital to Landlord and its affiliates; and (b) to
make such repairs, alterations, additions and improvements in or to all or any
portion of either or both of the Premises and the Property, or the Property's
facilities and equipment as Landlord is required or desires to make. Landlord
and Agent shall be allowed to take all materials into and upon the Premises that
may be required in connection with any repairs, alterations, additions or
improvements, without any liability to Tenant and without any reduction or
modification of Tenant's covenants and obligations hereunder; provided, however,
that Landlord shall use reasonable efforts to limit interference with Tenant's
business operations and Tenant's occupancy and use of the Premises. During the
period of six months prior to the Expiration Date (or at any time, if Tenant has
vacated or abandoned the Premises or is otherwise in default under this Lease),
Landlord and its agents may exhibit the Premises to prospective tenants.
Additionally, Landlord and Agent shall have the following rights with respect to
the Premises, exercisable without notice to Tenant, without liability to Tenant,
and without being deemed an eviction or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for setoff or abatement
of Rent: (i) to designate and approve, prior to installation, all types of
signs; (ii) to have pass keys, access cards, or both, to the Premises; and (iii)
to decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy at any time after Tenant vacates or abandons the Premises for more
than 30 consecutive days or without notice to Landlord of Tenant's intention to
reoccupy the Premises.

         17.      NON-LIABILITY AND INDEMNIFICATION.

                  17.1.    NON-LIABILITY. Except as provided in SECTION 17.2.2,
none of Landlord, Agent, any other managing agent, or their respective
affiliates, owners, partners, directors, officers, agents and employees shall be
liable to Tenant for any loss, injury, or damage, to Tenant or to any other
person, or to its or their property, irrespective of the cause of such injury,
damage or loss. Further, except as provided in SECTION 17.2.2, none of Landlord,
Agent, any other managing agent, or their respective affiliates, owners,
partners, directors, officers, agents and employees shall be liable to Tenant
(a) for any damage caused by other tenants or persons in, upon or about the
Property, or caused by operations in construction of any public or quasi-public
work; (b) with respect to matters for which Landlord is liable, for
consequential or indirect damages purportedly arising out of any loss of use of
the Premises or any equipment or facilities therein by Tenant or any person
claiming through or under Tenant; (c) any defect in the Premises or the
Property; (d) injury or damage to person or property caused by fire, or theft,
or resulting from the operation of heating or air conditioning or lighting
apparatus, or from falling plaster, or from steam, gas, electricity, water,
rain, snow, ice, or dampness, that may leak or flow from any part of the
Property, or from the pipes, appliances or plumbing work of the same.

                  17.2.    INDEMNIFICATION.

                           17.2.1.  TENANT INDEMNIFICATION. Tenant hereby
indemnifies, defends, and holds Landlord, Agent and their respective affiliates,
owners, partners, directors, officers, agents and employees (collectively,
"LANDLORD INDEMNIFIED PARTIES") harmless from and against any and all Losses
(defined below) arising from or in connection with any or all of: (a) the
conduct or management of either or both the Property and the Premises or any
business therein, or any work or Alterations done, or any condition created by
any or all of Tenant and Tenant's Parties in or about the Premises during the
Term or during the period of time, if any, prior to the Commencement Date that
Tenant is given access to the Premises; (b) any act, omission or negligence of
any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage
whatsoever (unless caused by Landlord's negligence) occurring in, at or upon
either or both of the Property and the Premises and caused by any or all of
Tenant and Tenant's Parties; (d) any breach by Tenant of any of its warranties
and representations under this Lease; (e) any actions necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding or other
proceeding under the Bankruptcy Code; (f) any violation or alleged violation by
any or all of Tenant and Tenant's Parties of any Law including, without
limitation, any Environmental Law; (g) any breach of the provisions of SECTION 9
by any or all of Tenant and Tenant's Parties; (h) claims for work or labor
performed or materials supplies

                                       9
<PAGE>

furnished to or at the request of any or all of Tenant and Tenant's Parties; (i)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; (j) any Hazardous Materials
used, exposed, emitted, released, discharged, generated, manufactured, sold,
transported, handled, stored, treated, reused, presented, disposed of or
recycled in, at, near or under all or any portion of the Premises as a result of
the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the
violation of any Environmental Law or any permit, application or consent
required in connection with any Environmental Law by any or all of Tenant and
Tenant's Parties with respect to the Premises during the Term, excluding,
however, any violation of any Environmental Law resulting directly from the acts
or omissions of Landlord and Landlord's employees, agents and contractors
(collectively, "TENANT'S INDEMNIFIED MATTERS"). In case any action or proceeding
is brought against any or all of Landlord and the Landlord Indemnified Parties
by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any
or all of Landlord, Agent or any Superior Party (defined below), shall resist
and defend such action or proceeding by counsel reasonably satisfactory to, or
selected by, Landlord. The term "LOSSES" shall mean all claims, demands,
expenses, actions, judgments, damages (actual, but not consequential),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, diminution in value of Landlord's interest
in the Premises or the Property, damages for the loss or restriction on use of
any space or amenity within the Premises or the Property, damages arising from
any adverse impact on marketing space in the Property, sums paid in settlement
of claims and any costs and expenses associated with injury, illness or death to
or of any person), suits, administrative proceedings, costs and fees, including,
without limitation, attorneys' and consultants' reasonable fees and expenses,
and the costs of cleanup, remediation, removal and restoration, that are in any
way related to any matter covered by the foregoing indemnity. The provisions of
this SECTION 17.2.1 shall survive the expiration or termination of this Lease.

                           17.2.2.  LANDLORD INDEMNIFICATION. Landlord hereby
indemnifies, defends and holds Tenant harmless from and against any and all
Losses actually suffered or incurred by Tenant as the sole and direct result of
any negligent, willful or intentional acts or omissions of any or all of
Landlord, Agent and any parties within the direct and sole control of either or
both of Landlord and Agent. In the event that any action or proceeding is
brought against Tenant, and the foregoing indemnity is applicable to such action
or proceeding, then Landlord, upon notice from Tenant, shall resist and defend
such action or proceeding by counsel reasonably satisfactory to Tenant.
Notwithstanding anything to the contrary set forth in this Lease, however, in
all events and under all circumstances, the liability of Landlord to Tenant
shall be limited to the interest of Landlord in the Property, and Tenant agrees
to look solely to Landlord's interest in the Property for the recovery of any
judgment or award against Landlord, it being intended that Landlord shall not be
personally liable for any judgment or deficiency. The provisions of this SECTION
17.2.2 shall survive the expiration or termination of this Lease.

                  17.3.    FORCE MAJEURE. The obligations of Tenant hereunder
shall not be affected, impaired or excused, and Landlord shall have no liability
whatsoever to Tenant, with respect to any act, event or circumstance arising out
of (a) Landlord's failure to fulfill, or delay in fulfilling any of its
obligations under this Lease by reason of labor dispute, governmental preemption
of property in connection with a public emergency or shortages of fuel,
supplies, or labor, or any other cause, whether similar or dissimilar, beyond
Landlord's reasonable control; or (b) any failure or defect in the supply,
quantity or character of utilities furnished to the Premises, or by reason of
any requirement, act or omission of any public utility or others serving the
Property, beyond Landlord's reasonable control.

         18.      DAMAGE OR DESTRUCTION.

                  18.1.    NOTIFICATION AND REPAIR. Tenant shall give prompt
notice to Landlord and Agent of (a) any fire or other casualty to the Premises
or the Property, and (b) any damage to, or defect in, any part or appurtenance
of the Property's sanitary, electrical, HVAC, elevator or other systems located
in or passing through the Premises or any part thereof. Tenant shall be liable
for any claim, loss, damage, cost or expense resulting from Tenant's failure to
give Landlord the foregoing notice in a timely manner. Subject to the provisions
of SECTION 18.3 below, if either or both of the Property and the Premises is
damaged by fire or other insured CASUALTY, Landlord shall repair (or cause Agent
to repair) the damage and restore and rebuild the Property and/or the Premises
(except for Tenant's Property) with reasonable dispatch after (x) notice to it
of the damage or destruction and (y) the adjustment of the insurance proceeds
attributable to such damage. Subject to the provisions of SECTION 18.3 below,
Tenant shall not be entitled to terminate this Lease and no damages,
compensation or claim shall be payable by Landlord for purported inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the Premises or of the Property pursuant to this Section. Landlord
(or Agent, as the case may be) shall use its diligent, good faith efforts to
make such repair or restoration promptly and in such manner as not to
unreasonably interfere with Tenant's use and occupancy of the Premises, but
Landlord or Agent shall not be required to do such repair or restoration work
except during normal business hours of business days.

                  18.2.    RENTAL ABATEMENT. Provided that any damage to either
or both of the Property and the Premises is not caused by, or is not the result
of acts or omissions by, any or all of Tenant and Tenant's Parties, if (a) the
Property is damaged by fire or other casualty thereby causing the Premises to be
inaccessible or (b) the Premises are partially damaged by fire or other
casualty, the Rent shall be proportionally abated to the extent of any actual
loss of use of the Premises by Tenant.

                  18.3.    TOTAL DESTRUCTION. If the Property or the Premises
shall be totally destroyed by fire or other casualty, or if the Property shall
be so damaged by fire or other casualty that (in the reasonable opinion of a
reputable contractor or architect designated by Landlord): (i) its repair or
restoration requires more than 180 days or (ii) such repair or restoration
requires the expenditure of more than 50% of the full insurable value of the
Property immediately prior to the casualty or (iii) the damage (x) is less than
the amount stated in (ii) above, but more than 10% of the full insurable value
of the Property; and (y) occurs during the last year of the then current Lease
Term, Landlord and Tenant shall each have the option to terminate this Lease (by
so advising the other, in writing) within

                                       10
<PAGE>

10 days after said contractor or architect delivers written notice of its
opinion to Landlord and Tenant, but in all events prior to the commencement of
any restoration of the Premises or the Property by Landlord. In such event, the
termination shall be effective as of the date upon which either Landlord or
Tenant, as the case may be, receives timely written notice from the other
terminating this Lease pursuant to the preceding sentence. If neither Landlord
nor Tenant timely delivers a termination notice, this Lease shall remain in full
force and effect. Notwithstanding the foregoing, if (A) any holder of a mortgage
or deed of trust encumbering the Property or landlord pursuant to a ground lease
encumbering the Property (collectively, "SUPERIOR PARTIES") or other party
entitled to the insurance proceeds fails to make such proceeds available to
Landlord in an amount sufficient for restoration of the Premises or the
Property, or (B) the issuer of any casualty insurance policies on the Property
fails to make available to Landlord sufficient proceeds for restoration of the
Premises or the Property, then Landlord may, at Landlord's sole option,
terminate this Lease by giving Tenant written notice to such effect within 30
days after Landlord receives notice from the Superior Party or insurance
company, as the case may be, that such proceeds shall not be made available, in
which event the termination of this Lease shall be effective as of the date
Tenant receives written notice from Landlord of Landlord's election to terminate
this Lease. Landlord shall have no liability to Tenant, and Tenant shall not be
entitled to terminate this Lease by virtue of any delays in completion of
repairs and restoration. For purposes of this SECTION 18.3 only, "FULL INSURABLE
VALUE" shall mean replacement cost, less the cost of footings, foundations and
other structures below grade.

                  18.4.    INSURANCE PROCEEDS. Landlord shall not be obligated
to expend in repairs and restoration an amount in excess of the proceeds of
insurance recovered with respect to any casualty. Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to either or both of the
Premises and the Property (excluding any proceeds for damage to Tenant's
Property). In the event that either or both of the Premises and the Property are
not repaired or reconstructed, all proceeds of insurance (excluding any proceeds
covering Tenant's Property), whether carried by Landlord or Tenant, shall be
payable to Landlord. Landlord's duty to repair the Premises and the Property
(excluding Tenant's Property) is limited to repairing the Premises to the
condition existing immediately prior to such fire or other casualty.

         19.      EMINENT DOMAIN. If the whole, or any substantial (as
reasonably determined by Landlord) portion, of the Property is taken or
condemned for any public use under any Law or by right of eminent domain, or by
private purchase in lieu thereof, and such taking would prevent or materially
interfere with the Permitted Use of the Premises, this Lease shall terminate
effective when the physical taking of said Premises occurs. If less than a
substantial portion of the Property is so taken or condemned, or if the taking
or condemnation is temporary (regardless of the portion of the Property
affected), this Lease shall not terminate, but the Rent payable hereunder shall
be proportionally abated to the extent of any actual loss of use of the Premises
by Tenant. Landlord shall be entitled to any and all payment, income, rent or
award, or any interest therein whatsoever, which may be paid or made in
connection with such a taking or conveyance, and Tenant shall have no claim
against Landlord for the value of any unexpired portion of this Lease.
Notwithstanding the foregoing, any compensation specifically and independently
awarded to Tenant for loss of business or goodwill, or for its personal
property, shall be the property of Tenant.

         20.      SURRENDER AND HOLDOVER. On the last day of the Term, or upon
any earlier termination of this Lease, or upon any re-entry by Landlord upon the
Premises, (a) Tenant shall quit and surrender the Premises to Landlord
"broom-clean" and in good order, condition and repair (as defined by EXHIBIT C,
attached hereto and incorporated herein by reference), except for ordinary wear
and tear and such damage or destruction as Landlord is required to repair or
restore under this Lease, (b) Tenant shall remove all of Tenant's Property
therefrom, except as otherwise expressly provided in this Lease, and (c) Tenant
shall surrender to Landlord any and all keys, access cards, computer codes or
any other items used to access the Premises. Landlord shall be permitted to
inspect the Premises in order to verify compliance with this SECTION 20 at any
time prior to (x) the Expiration Date, (y) the effective date of any earlier
termination of this Lease, or (z) the surrender date otherwise agreed to in
writing by Landlord and Tenant. The obligations imposed under the first sentence
of this SECTION 20 shall survive the termination or expiration of this Lease. If
any repairs are required to be performed in, to or at the Premises (pursuant to
the first sentence of this SECTION 20 or any other applicable provision of this
Lease) upon the expiration or termination of the Term, Tenant shall cause such
repairs to be performed, to Landlord's reasonable satisfaction, within 10
business days after the date on which this Lease is terminated or expired. If
Tenant fails to timely comply with the preceding sentence, then Landlord shall
have the right to cause the repairs to be performed, at Tenant's expense, and
all such expenses so incurred by Landlord shall bear interest (at the rate
specified in the second sentence of SECTION 22.3) from the date the expense is
incurred until the date paid, in full, by Tenant (inclusive of interest). If
Tenant remains in possession after the Expiration Date hereof or after any
earlier termination date of this Lease or of Tenant's right to possession: (i)
Tenant shall be deemed a tenant-at-will; (ii) Tenant shall pay 150% of the
aggregate of the Base Rent and Additional Rent last prevailing hereunder, and
also shall pay all actual damages sustained by Landlord, directly by reason of
Tenant's remaining in possession after the expiration or termination of this
Lease; (iii) there shall be no renewal or extension of this Lease by operation
of law; and (iv) the tenancy-at-will may be terminated by either party hereto
upon 30 days' prior written notice given by the terminating party to the
non-terminating party. The provisions of this SECTION 20 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord provided hereunder or by
law.

         21.      EVENTS OF DEFAULT.

                  21.1.    BANKRUPTCY OF TENANT It shall be a default by Tenant
under this Lease if Tenant makes an assignment for the benefit of creditors, or
files a voluntary petition under any state or federal bankruptcy or insolvency
law, or an involuntary petition alleging an act of bankruptcy or insolvency is
filed against Tenant under any state or federal bankruptcy or insolvency law
that is not dismissed within 90 days, or whenever a petition is filed by or
against (to the extent not dismissed within 90 days) Tenant under the
reorganization provisions of the United States Bankruptcy Code or under the
provisions of any state or federal law of like import, or whenever a petition

                                       11
<PAGE>

shall be filed by Tenant under the arrangement provisions of the United States
Bankruptcy Code or similar state or federal law, or whenever a receiver of
Tenant, or of, or for, the property of Tenant shall be appointed, or Tenant
admits it is insolvent or is not able to pay its debts as they mature.

                  21.2.    DEFAULT PROVISIONS. Each of the following shall
constitute a default by Tenant under this Lease: (a) if Tenant fails to pay Rent
or any other payment when due hereunder within five days after written notice
from Landlord of such failure to pay on the due date; provided, however, that if
in any consecutive 12 month period, Tenant shall, on two (2) separate occasions,
fail to pay any installment of Rent on the date such installment of Rent is due,
then, on the third such occasion and on each occasion thereafter on which Tenant
shall fail to pay an installment of Rent on the date such installment of Rent is
due, Landlord shall be relieved from any obligation to provide notice to Tenant,
and Tenant shall then no longer have a five day period in which to cure any such
failure; or (b) if Tenant fails, whether by action or inaction, to timely comply
with, or satisfy, any or all of the obligations imposed on Tenant under this
Lease (other than the obligation to pay Rent) for a period of 30 days after
Landlord's delivery to Tenant of written notice of such default under this
SECTION 21.2(b); provided, however, that if the default cannot, by its nature,
be cured within such 30 day period, but Tenant commences and diligently pursues
a cure of such default promptly within the initial 30 day cure period, then
Landlord shall not exercise its remedies under SECTION 22 unless such default
remains uncured for more than 60 days after the initial delivery of Landlord's
original default notice; or (c) Tenant vacates or abandons the Premises during
the Term.

         22.      RIGHTS AND REMEDIES.

                  22.1.    LANDLORD'S CURE RIGHTS UPON DEFAULT OF TENANT. If
Tenant defaults in the performance of any of its obligations under this Lease,
and fails to cure such default on a timely basis (pursuant to SECTION 21.2),
Landlord, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Tenant.

                  22.2.    LANDLORD'S REMEDIES. In the event of any default by
Tenant under this Lease, Landlord, at its option, and after any applicable
notice and cure period (as required pursuant to SECTION 21.2), but without
additional notice or demand from Landlord, if any, as provided in SECTION 21.2
has expired, may, in addition to all other rights and remedies provided in this
Lease, or otherwise at law or in equity: (a) terminate this Lease and Tenant's
right of possession of the Premises; or (b) terminate Tenant's right of
possession of the Premises without terminating this Lease; provided, however,
that Landlord may, whether Landlord elects to proceed under Subsections (a) or
(b) above, 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. In addition, for purposes of any reletting, Landlord is authorized to
decorate, repair, alter and improve the Premises to the extent deemed necessary
by Landlord, in its sole discretion. In the event of the termination of this
Lease by Landlord pursuant to (a) above, Landlord shall be entitled to recover
from Tenant (i) all damages and other sums that Landlord is entitled to recover
under any provision of this Lease or at law or in equity, including, but not
limited to, all fixed dollar amounts of Base Rent and Additional Rent accrued
and unpaid for the period up to and including such termination date; (ii) all
other additional sums payable by Tenant, or for which Tenant is liable, or in
respect of which Tenant has agreed to indemnify Landlord, under any of the
provisions of this Lease, that may be then owing and unpaid; (iii) all costs and
expenses (including, without limitation, court costs and attorneys' reasonable
fees) incurred by Landlord in the enforcement of its rights and remedies under
this Lease; and (iv) any damages provable by Landlord as a matter of law
including, without limitation, an amount equal to the positive difference, if
any, between (x) the discounted present value (at 6% per annum) of the Base Rent
provided to be paid for the remainder of the Term (measured from the effective
termination date of this Lease) and (y) the fair market rental value of the
Leased Premises (determined at the date of termination of this Lease) after
deduction (from such fair market rental value) of the projected costs and
expenses of reletting the Premises (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b) above, and the Premises are relet and a sufficient
sum is not realized therefrom, then to satisfy the payment, when due, of Base
Rent and Additional Rent reserved under the Lease for any monthly period (after
payment of all Landlord's reasonable expenses of reletting), Tenant shall, in
Landlord's sole judgment, either (i) pay any such deficiency monthly or (ii) pay
such deficiency on an accelerated basis, which accelerated deficiency shall be
discounted at a rate of 6% per annum. If Landlord elects to pursue its rights
and remedies under Subsection (b) above, and Landlord fails to relet the
Premises, then Tenant shall pay to Landlord the sum of (x) the projected costs
of Landlord's expenses of reletting (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord and (y) the accelerated amount of Base Rent and
Additional Rent due under the Lease for the balance of the Term, discounted to
present value at a rate of 6% per annum. 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 theretofore reduced
to judgment in favor of Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b), then Landlord shall at any time have the further
right and remedy to rescind such election and pursue its rights and remedies
under Subsection (a). In the event Landlord elects, pursuant to clause (b) of
this SECTION 22.2, 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 Property, Tenant's signs and other evidences of
tenancy, and take and hold possession thereof, as provided in SECTION 20 hereof;
provided, however, that such entry and possession shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's obligation to pay the Base
Rent and Additional Rent reserved hereunder for the full Term, or from any other
obligation of Tenant under this Lease. Any and all property that 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 sole risk, cost and expense of Tenant, and in no event or
circumstance shall Landlord 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.

                                       12
<PAGE>

Any such property of Tenant not retaken from storage by Tenant within 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 in a bill of sale,
without further payment or credit by Landlord to Tenant.

                  22.3.    ADDITIONAL RIGHTS OF LANDLORD. Any and all costs,
expenses and disbursements, of any kind or nature, incurred by Landlord or Agent
in connection with the enforcement of any and all of the terms and provisions of
this Lease, including attorneys' reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon Landlord's
submission of an invoice therefor. All sums advanced by Landlord or Agent on
account of Tenant under this Section, or pursuant to any other provision of this
Lease, and all Base Rent and Additional Rent, if delinquent or not paid by
Tenant and received by Landlord when due hereunder, shall bear interest at the
rate of 5% per annum above the "prime" or "reference" or "base" rate (on a per
annum basis) of interest publicly announced as such, from time to time, by the
Bank One, or its successor ("DEFAULT INTEREST"), from the due date thereof until
paid, and such interest shall be and constitute Additional Rent and be due and
payable upon Landlord's or Agent's submission of an invoice therefor. The
various rights, remedies and elections of Landlord reserved, expressed or
contained herein are cumulative and no one of them shall be deemed to be
exclusive of the others or of such other rights, remedies, options or elections
as are now or may hereafter be conferred upon Landlord by law.

                  22.4.    EVENT OF BANKRUPTCY. In addition to, and in no way
limiting the other remedies set forth herein, Landlord and Tenant agree that if
Tenant ever becomes the subject of a voluntary or involuntary bankruptcy,
reorganization, composition, or other similar type proceeding under the federal
bankruptcy laws, as now enacted or hereinafter amended, then: (a) "adequate
assurance of future performance" by Tenant pursuant to Bankruptcy Code Section
365 will include (but not be limited to) payment of an additional/new security
deposit in the amount of three times the then current Base Rent payable
hereunder; (b) any person or entity to which this Lease is assigned, pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations of Tenant arising under this Lease
on and after the effective date of such assignment, and any such assignee shall,
upon demand by Landlord, execute and deliver to Landlord an instrument
confirming such assumption of liability; (c) notwithstanding anything in this
Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
under this Lease, whether or not expressly denominated as "Rent", shall
constitute "rent" for the purposes of Section 502(b)(6) of the Bankruptcy Code;
and (d) if this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other considerations
payable or otherwise to be delivered to Landlord or Agent (including Base Rent,
Additional Rent and other amounts hereunder), shall be and remain the exclusive
property of Landlord and shall not constitute property of Tenant or of the
bankruptcy estate of Tenant. Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord or Agent shall be held in trust by Tenant or Tenant's
bankruptcy estate for the benefit of Landlord and shall be promptly paid to or
turned over to Landlord.

         23.      BROKER. Tenant covenants, warrants and represents that the
broker set forth in SECTION 1.9(A) was the only broker to represent Tenant in
the negotiation of this Lease ("TENANT'S BROKER"). Landlord covenants, warrants
and represents that the broker set forth in SECTION 1.9(B) was the only broker
to represent Landlord in the negotiation of this Lease ("LANDLORD'S BROKER").
Landlord shall be solely responsible for paying the commission of Landlord's
Broker. Each party agrees to and hereby does defend, indemnify and hold the
other harmless against and from any brokerage commissions or finder's fees or
claims therefor by a party claiming to have dealt with the indemnifying party
and all costs, expenses and liabilities in connection therewith, including,
without limitation, reasonable attorneys' fees and expenses, for any breach of
the foregoing. The foregoing indemnification shall survive the termination or
expiration of this Lease.

         24.      MISCELLANEOUS.

                  24.1.    MERGER. All prior understandings and agreements
between the parties are merged in this Lease, which alone fully and completely
expresses the agreement of the parties. No agreement shall be effective to
modify this Lease, in whole or in part, unless such agreement is in writing, and
is signed by the party against whom enforcement of said change or modification
is sought.

                  24.2.    NOTICES. Any notice required to be given by either
party pursuant to this Lease, shall be in writing and shall be deemed to have
been properly given, rendered or made only if personally delivered, or if sent
by Federal Express or other comparable commercial overnight delivery service,
addressed to the other party at the addresses set forth below (or to such other
address as Landlord or Tenant may designate to each other from time to time by
written notice), and shall be deemed to have been given, rendered or made on the
day so delivered or on the first business day after having been deposited with
the courier service:

         If to Landlord:   First Industrial, L.P.
                           311 South Wacker Drive, Suite 4000
                           Chicago, Illinois  60606
                           Attn: Executive Vice President - Operations

         With a copy to:   First Industrial Realty Trust, Inc.
                           1968 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn:  William H. Stockmann

                                       13
<PAGE>

         With a copy to:   Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois  60606
                           Attn:  Suzanne Bessette-Smith

         If to Tenant:     Build-A-Bear Retail Management, Inc.
                           1954 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn: Ms. Tina Klocke, Chief Financial Bear

                  24.3.    NON-WAIVER. The failure of either party to insist, in
any one or more instances, upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained, shall
not be construed as a waiver or relinquishment for the future of the performance
of such one or more obligations of this Lease or of the right to exercise such
election, but the Lease shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The receipt and acceptance by
Landlord or Agent of Base Rent or Additional Rent with knowledge of breach by
Tenant of any obligation of this Lease shall not be deemed a waiver of such
breach.

                  24.4.    LEGAL COSTS. Any party in breach or default under
this Lease (the "DEFAULTING PARTY") shall reimburse the other party (the
"NONDEFAULTING PARTY") upon demand for any legal fees and court (or other
administrative proceeding) costs or expenses that the Nondefaulting Party incurs
in connection with the breach or default, regardless whether suit is commenced
or judgment entered. Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or otherwise.
Furthermore, in the event of litigation, the court in such action shall award to
the party in whose favor a judgment is entered a reasonable sum as attorneys'
fees and costs, which sum shall be paid by the losing party. Tenant shall pay
Landlord's attorneys' reasonable fees incurred in connection with Tenant's
request for Landlord's consent under provisions of this Lease governing
assignment and subletting, or in connection with any other act which Tenant
proposes to do and which requires Landlord's consent.

                  24.5.    PARTIES BOUND. Except as otherwise expressly provided
for in this Lease, this Lease shall be binding upon, and inure to the benefit
of, the successors and assignees of the parties hereto. Tenant hereby releases
Landlord named herein from any obligations of Landlord for any period subsequent
to the conveyance and transfer of Landlord's ownership interest in the Property.
In the event of such conveyance and transfer, Landlord's obligations shall
thereafter be binding upon each transferee (whether Successor Landlord or
otherwise). No obligation of Landlord shall arise under this Lease until the
instrument is signed by, and delivered to, both Landlord and Tenant.

                  24.6.    RECORDATION OF LEASE. Tenant shall not record or file
this Lease (or any memorandum hereof) in the public records of any county or
state.

                  24.7.    SURVIVAL OF OBLIGATIONS. Upon the expiration or other
termination of this Lease, neither party shall have any further obligation nor
liability to the other except as otherwise expressly provided in this Lease and
except for such obligations as, by their nature or under the circumstances, can
only be, or by the provisions of this Lease, may be performed after such
expiration or other termination.

                  24.8.    GOVERNING LAW; CONSTRUCTION. This Lease shall be
governed by and construed in accordance with the laws of the state in which the
Property is located. If any provision of this Lease shall be invalid or
unenforceable, the remainder of this Lease shall not be affected but shall be
enforced to the extent permitted by law. The captions, headings and titles in
this Lease are solely for convenience of reference and shall not affect its
interpretation. This Lease shall be construed without regard to any presumption
or other rule requiring construction against the party causing this Lease to be
drafted. Each covenant, agreement, obligation, or other provision of this Lease
to be performed by Tenant, shall be construed as a separate and independent
covenant of Tenant, not dependent on any other provision of this Lease. All
terms and words used in this Lease, regardless of the number or gender in which
they are used, shall be deemed to include any other number and any other gender
as the context may require. This Lease may be executed in counterpart and, when
all counterpart documents are executed, the counterparts shall constitute a
single binding instrument.

                  24.9.    TIME. Time is of the essence for this Lease. If the
time for performance hereunder falls on a Saturday, Sunday or a day that is
recognized as a holiday in the state in which the Property is located, then such
time shall be deemed extended to the next day that is not a Saturday, Sunday or
holiday in said state.

                  24.10.   AUTHORITY OF TENANT. If Tenant is a corporation,
partnership, limited liability company, 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 other governing
person or body (i) authorizing execution and delivery of this Lease and the
performance by Tenant of its obligations hereunder and (ii) certifying the
authority of the party executing the Lease as having been duly authorized to do
so.

                  24.11.   WAIVER OF TRIAL BY JURY. THE LANDLORD AND THE TENANT,
TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO
THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE
PREMISES.

                                       14
<PAGE>

                  24.12.   FINANCIAL INFORMATION. From time to time during the
Term, but not more than once in any calendar year, Tenant shall deliver to
Landlord information and documentation describing and concerning Tenant's
financial condition, and in form and substance reasonably acceptable to
Landlord, within ten (10) days following Landlord's written request therefor.

                  24.13.   CONFIDENTIAL INFORMATION. Tenant agrees to maintain
in strict confidence the economic terms of this Lease and any or all other
materials, data and information delivered to or received by any or all of Tenant
and Tenants' Parties either prior to or during the Term in connection with the
negotiation and execution hereof. The provisions of this SECTION 24.13 shall
survive the termination of this Lease.

                  24.14.   SUBMISSION OF LEASE. Submission of this Lease to
Tenant for signature does not constitute a reservation of space or an option to
lease. This Lease is not effective until execution by and delivery to both
Landlord and Tenant.

                  24.15.   JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant hereunder.

                  24.16.   RIDERS. All Riders and Exhibits attached hereto and
executed (or initialed) both by Landlord and Tenant shall be deemed to be a part
hereof and hereby incorporated herein.

                           [Signature Page to Follow]

                                       15
<PAGE>

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

                           LANDLORD:

                           First Industrial, L.P., a Delaware Limited
                           Partnership

                           By: First Industrial Realty Trust, Inc., a Maryland
                           corporation

                           Its: General Partner

                           By:_________________________________________________

                           Its:________________________________________________

                           TENANT:

                           Build-A-Bear Retail Management, Inc.,
                           a Delaware corporation

                           By:__________________________________________________

                           Its:_________________________________________________

                                       S-1
<PAGE>

                                    EXHIBIT A

                                    PROPERTY

APPROPRIATE SITE DESCRIPTION TO BE ATTACHED

                                       A-1
<PAGE>

                                 LEASE EXHIBIT B

                       LANDLORD'S REPAIRS AND IMPROVEMENTS

Landlord and Tenant acknowledge that the Premises will be leased in it current
"AS IS, WHERE IS" condition. All improvements shall be the responsibility of
Build A Bear Workshop, Inc., subject to written approval of Landlord, such
approval will not be unreasonable delayed or withheld.

                                       B-1
<PAGE>

                                 LEASE EXHIBIT C

                  BROOM CLEAN CONDITION AND REPAIR REQUIREMENTS

-        All walls must be clean and free of holes.

-        Overhead door must be free of any broken panels, cracked lumber or
         dented panels. The overhead door springs, rollers, tracks, motorized
         door operator, and all other items pertaining to the overhead door must
         also be in good working condition.

-        HVAC system must be in good working order. Filters must be changed, and
         all thermostats must be in working order. Tenant must supply Landlord
         with maintenance records.

-        All floors (warehouse and office) must be clean and free of excessive
         dust, dirt, grease, oil and stains.

-        Drop grid ceiling must be free of excessive dust from lack of changing
         filters. (No ceiling tiles may be missing or damaged.)

-        All trash must be removed from both inside and outside of the Building.

-        All lightbulbs and ballasts must be working.

-        All signs in front of Building and on glass entry door and rear door
         must be removed.

-        Hot water heater must work.

-        All plumbing fixtures, equipment and drains must be clean and in
         working order.

-        Windows must be clean.

-        All mechanical and electrical systems must be in good working
         condition.

                                       C-1
<PAGE>

                                 LEASE EXHIBIT D

                            TENANT OPERATIONS INQUIRY

Tenant Name: Build A Bear Retail Management, Inc.

Tenant SIC Code/Description:____________________

Property Address: 1908 - 2000 Innerbelt Business Center Drive, St. Louis,
Missouri 63114

Property Number/Region: 12627A/Central Region/St. Louis

<TABLE>
<S>      <C>

1.       Name of Company (if different from above) ______________________________________

2.       Address (local): 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114

         Phone (local):  314-423-8000

3.       Address (corporate):  Same

          Phone (corporate): Same

4.       What is your business (brief description):_______________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________

5.       What operations will you maintain at the proposed facility?   ___________________
__________________________________________________________________________________________
__________________________________________________________________________________________
_________

6.       Has your business received any Notices of Violation of environmental
         laws from municipal or state agencies regarding operations at your
         current facility? If so, explain:________________________________________________
         _________________________________________________________________________________
         __________________

7.       Describe any assembly, manufacturing, machining, painting, printing or
         mechanical repair activities that will be part of your business
         operations at the proposed facility:_____________________________________________
         _________________________________________________________________________________
         _________________________________________________________________________________
         ___________________________

8.       Will your employees operate electrical equipment that contains PCB's?      YES          NO

9.       Will your business operate one or more Underground Storage Tanks (UST's) at the proposed facility?

                                                                                            YES          NO

10.      Will your business operate one or more Aboveground Storage Tanks (AST's) at the proposed facility?

                                                                                            YES          NO

11.      TENANT CHEMICAL INVENTORY AT PROPOSED FACILITY - (make additional copies, if required).
You may exclude small quantities of toner and other office supplies)
</TABLE>

<TABLE>
<CAPTION>
         Chemicals            What will be the           What will be the
      (by name where       average quantity on the    maximum quantity on the     What will be the annual     How will the chemical
        available)            proposed premises?         proposed premises?           quantity used?                 be stored?
     ----------------      -----------------------    -----------------------     -----------------------     ---------------------
<S>                        <C>                        <C>                         <C>                         <C>
</TABLE>

                                       C-2
<PAGE>

<TABLE>
<S>                        <C>                        <C>                         <C>                         <C>
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---------------------      -----------------------    -----------------------     -----------------------     ---------------------

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</TABLE>

Storage Methods (use all that apply): A) 55 gallon drum; B) 20 gallon drum;
C)2-5 gallon pallet/container; D) bulk dry packages; E) cartoned small
containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G) on
racks; H)Underground Storage Tank (UST); I) Above Ground Storage Tank (AST); J)
other(please describe).

12.      Describe any pollution control equipment that will be used at the
         proposed facility (example: paint spray booth, fume hood, waste water
         treatment).____________________________________________________________
         _______________________________________________________________________


                                       C-3
<PAGE>

         _______________________________________________________________________
         _______________________________________________________________________

<TABLE>
<S>      <C>                              <C>                       <C>
13.      Will your operations             How will the              How will the wastes
         generate any chemical            chemical wastes           be disposed?
         wastes that require              be stored on-site?        (example: recycled,
         special disposal?                                          landfilled, incinerated)
         (example:  waste oil,
         waste solvent)

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________
</TABLE>

<TABLE>
<S>      <C>
14.      Does your business have an EPA Hazardous Waste Generator ID Number?            YES
         NO

15.      What spill prevention and containment measures will be in place for the

chemicals and wastes stored at the proposed facility? (describe briefly)____________________
____________________________________________________________________________________________
____________________________________________________________________________________________

16.      Does your business have an Emergency Response or Contingency Plan in place in the event of a
         chemical  incident (please provide a copy)             YES             NO

17.      Does your business have any type of Hazardous Materials training
         program for your employees? (describe briefly):____________________________________
         ___________________________________________________________________________________
         ___________________________________________________________________________________

18.      Do you have copies of all Material Safety Data Sheets (MSDS) at your facility for the chemicals
         listed in question #7?(Please provide copies):         YES             NO

19.      Does your business carry environmental insurance coverage in the event of a chemical incident?
                                                                YES             NO

20.      Will you be required to make filings and notices or obtain permits as
         required by Federal and/or State regulations for the operations at the
         proposed facility? Specifically:

                  a. SARA Title III Section 312 (Tier II) reports                                YES      NO
                           (> 10,000lbs. of hazardous materials STORED at any one time)
                  b. SARA Title III Section 313 (Tier III) Form R reports                        YES      NO
                           (> 10,000lbs. of hazardous materials USED per year)
                  c. NPDES or SPDES Stormwater Discharge permit                                  YES      NO
                           (answer "No" if "No-Exposure Certification" filed)
</TABLE>

                                       C-4
<PAGE>

<TABLE>
<S>      <C>

21.   This form was  prepared  by the  undersigned  as a complete  and correct
      description  of Tenant's  proposed  operations at the location noted, and
      the Landlord may rely on this information.

</TABLE>

____________________________________                  _________________________
Signature                                                    Print Name

____________________________________
Date

                                       C-5
<PAGE>

                                      RIDER

            ATTACHED TO AND MADE PART OF LEASE DATED ________________

                  BETWEEN FIRST INDUSTRIAL, L. P., AS LANDLORD

                                       AND

                 BUILD-A-BEAR RETAIL MANAGEMENT, INC., AS TENANT

This Rider is attached to and made a part of the above referenced Lease between
mentioned Landlord and Tenant. Except as otherwise set forth in this Rider, all
terms and conditions used in this Rider and not specifically defined shall have
the same exact meaning as when used in the Lease. To the extent of any
inconsistencies between the foregoing provisions of the Lease and the provisions
of the Rider, the former is hereby amended.

1.       RENTS: All rents and other such payments as due from Tenant to Landlord
         shall be sent to:

                             First Industrial, L. P.

                         75 Remittance Drive, Suite 1589

                          Chicago, Illinois 60675-1589

2. TENANT RESPONSIBILITIES: Tenant shall be responsible for the costs,
operations and maintenance of all electrical, mechanical, alarm monitoring,
plumbing systems and dock equipment wholly contained in the Premises throughout
the term of the Lease. Tenant shall contract for the removal of all trash and
debris from the Premises. Tenant responsible for obtaining any occupancy permits
and/or business license required by the City of Overland, Missouri. Tenant shall
contract directly for all utilities servicing the Premises. Tenant shall pay as
additional rent its prorata share of real estate taxes, common area maintenance
and insurance per the terms of the Lease

3. CONDITION OF PREMISES: Tenant hereby agrees to return the Premises in similar
condition at the time of Lease Expiration, to include but not limited to:
repairs to the walls, docks, seals and levelers, and broom-cleaned, fair wear
and tear and damage caused by casualty accepted.

4. EARLY OCCUPANCY: Tenant currently is in full occupancy of Suite 1954, and may
occupy Suite 1938 and Suite 1940 of the Premises as soon as the Lease is fully
executed by both parties and the existing tenants vacate the respective
premises. Landlord and Tenant hereby acknowledge that Landlord is in the process
of negotiating terminations and new leases to move the current tenant's from
Suite 1938 and Suite 1940. Landlord will deliver Suite 1940 to Tenant for early
occupancy on or about August 1, 2004, and Landlord will deliver Suite 1938 to
Tenant for early occupancy on or about October 1, 2004.

5. ADDITIONAL RENT: Tenant shall pay its proportional share of increases in the
real estate taxes in excess of $248,978.63 and insurance premiums in excess of
$9,313.29 paid by Landlord. The initial monthly estimated payments shall be
$491.65 for real estate taxes, $225.00 for insurance and $5,365.00 for operating
expense contributions.

6. EXISTING LEASE: Landlord hereby agrees to terminate the Tenant's existing
Lease within the Innerbelt Business Center Drive complex upon the Lease
Commencement date of this Lease.

7. CONTINGENCY: Landlord and Tenant understand and acknowledge that this Lease
is contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Dynamic Computer Company to Lease direct from Landlord the entire Suite 2000.
Landlord and Tenant understand and acknowledge that this Lease is also
contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Schlumberger d.b.a. Atos Origin to Lease direct from Landlord the entire Suite
1918 and Suite 1922.

8. RENEWAL OPTIONS: Landlord hereby grants Tenant two (2) five (5) year renewal
options at the then current market rate for similar space. Tenant must notify
Landlord of its intentions to renew in writing no later than nine (9) months
prior to the then expiration date of the Lease. Landlord shall present Tenant
with the then current market rent for similar space within sixty (60) days of
notice, which Tenant may accept or reject and withdraw its Notice of Intention
to Renew.

9. AGENCY DISCLOSURE/LEASING COMMISSIONS: Landlord and Tenant acknowledge no
broker or agent is involved in this transaction.

In Witness whereof, the said parties have executed the foregoing instrument on
the day and year first above

                                       C-6