EXHIBIT 10.5



(Portions of a Schedule to this Agreement have been omitted and marked
confidential [*****] and filed separately with the Securities and Exchange
Commission)

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made this 30th day
of July, 2004 (the "CLOSING Date"), by and among BIOTEL INC., a Minnesota
corporation ("BIOTEL"), ACRS Acquisition Company, a Minnesota corporation (the
"BUYER"), Daniel Pawlik, an individual residing in Minnesota (the "SELLER'S
OWNER"), and agility centralized research services, llc, a Minnesota limited
liability company (the "SELLER"). Biotel, the Buyer, the Seller's Owner and the
Seller are referred to individually as a "PARTY" and collectively as the
"PARTIES."

                                    RECITALS

         A.       The Seller desires to sell, transfer and otherwise convey, and
the Buyer desires to purchase certain of the assets used by the Seller in the
operation of its contract research services business (the "BUSINESS"), and
assume certain of the liabilities of the Seller on the terms and subject to the
conditions of this Agreement.

         B.       Unless otherwise set forth herein, the transactions
memorialized by this Agreement will be deemed to have occurred at 12:01 a.m. on
July 1, 2004 (the "EFFECTIVE DATE").

                                    AGREEMENT

         In consideration of the above recitals and the promises set forth in
this Agreement, the Parties agree as follows:

1.       BASIC TRANSACTION.

         1.1      PURCHASE AND SALE OF ASSETS. On the terms and subject to the
                  conditions of this Agreement, the Buyer agrees to purchase
                  from the Seller, and the Seller agrees to sell, transfer,
                  convey and deliver to the Buyer, all right, title and interest
                  in, to and under all of the assets of the Seller (other than
                  the Excluded Assets (as defined herein)) free and clear of all
                  security interests, liens, claims, charges, restrictions and
                  encumbrances of any nature (the "ACQUIRED ASSETS"), in
                  exchange for the Purchase Price (as defined herein), including
                  all of its:

                  (a)      leasehold interest in office space located in
                           Illinois, together with improvements, fixtures and
                           other appurtenants related thereto, as set forth in
                           SCHEDULE 1.1(A) (the "OFFICE LEASE");

                  (b)      tangible personal property, including software,
                           furniture and office equipment, field equipment and
                           computers, wherever located, including the personal
                           property identified on SCHEDULE 1.1(B) to this
                           Agreement;

<PAGE>

                  (c)      intellectual property, associated goodwill, licenses
                           and sublicenses, remedies against infringements, and
                           rights to protection of interests under any Law,
                           including all rights to the "Agility Centralized
                           Research Services" and "Agility" names and logos;

                  (d)      the contracts and agreements set forth on SCHEDULE
                           1.1(D) (the "ASSUMED CONTRACTS");

                  (e)      the Seller's accounts receivable arising on or after
                           the Effective Date;

                  (f)      claims, deposits, prepayments, refunds, causes of
                           action, rights of recovery, rights of set off and
                           rights of recoupment;

                  (g)      the current telephone numbers, e-mail addresses,
                           uniform resource locators, domain names and web sites
                           of the Seller and the listings for each;

                  (h)      any governmental permits or licenses necessary to
                           conduct the Business, to the extent transferable;

                  (i)      books, records, ledgers, files, documents,
                           correspondence, lists, creative materials,
                           advertising and promotional materials, studies,
                           reports and other printed or written materials; and

                  (j)      the Seller's goodwill in and the going concern value
                           of the Business.

         The Buyer is not purchasing any of the Seller's cash or accounts
         receivable arising on or prior to the Effective Date (collectively, the
         "EXCLUDED ASSETS").

         1.2      ASSUMPTION OF LIABILITIES. On the terms and subject to the
                  conditions of this Agreement, the Buyer will assume the
                  following liabilities that arise on or after the Effective
                  Date: (a) all of the liabilities of the Seller under the
                  Assumed Contracts either (i) to furnish goods, services and
                  other non-cash benefits to another party after the Closing or
                  (ii) to pay for goods, services and other non-cash benefits
                  that another party has or will furnish on behalf of the
                  Business; (b) the Seller's accounts payable set forth on
                  SCHEDULE 1.2; and (c) the Office Lease (collectively, the
                  "ASSUMED LIABILITIES"). Biotel will guaranty the Buyer's
                  performance under the Assumed Liabilities. Except for the
                  Assumed Liabilities, the Buyer does not assume and is not
                  otherwise obligated or liable for any of the Seller's other
                  obligations, claims, indebtedness or liabilities (the
                  "EXCLUDED LIABILITIES"). The Seller is solely responsible for
                  the Excluded Liabilities.

          1.3     PURCHASE PRICE. The "PURCHASE PRICE" for the Acquired Assets
                  shall be (a) $240,000, such amount to be paid at the Closing
                  (as defined herein) by Company check (the "CASH PURCHASE
                  Price"), plus (b) the Contract Revenue Adjustment, if any,
                  plus (c) the Invoice Revenues Adjustment, if any plus (d) the
                  Net Earnings Adjustment, if any. The Parties agree to allocate
                  the Purchase Price and all other


                                       2
<PAGE>

                  capitalizable costs among the Acquired Assets for all
                  purposes, including financial and tax purposes, in accordance
                  with SCHEDULE 1.3 to this Agreement.

         1.4      PURCHASE PRICE ADJUSTMENTS.

                  (a)      The "CONTRACT REVENUE ADJUSTMENT" -

                           (i)      $30,000 payable by company check at the time
                                    that the Assumed contracts plus any
                                    agreements the Buyer enters into on or after
                                    the Effective Date representing revenues to
                                    the Buyer equal to $300,000; plus

                           (ii)     $30,000 payable by company check within 30
                                    days following the time the Buyer enters
                                    into agreements representing revenues to the
                                    Buyer equal to or greater than an additional
                                    $300,000 of revenue, I.E., contracts that
                                    together with those described in clause
                                    1.4(a) equal or exceed $600,000.

                  (b)      The "INVOICE REVENUES ADJUSTMENT" -

                           (i)      $50,000 payable by Company check within 90
                                    days following the date that accounts
                                    receivable for the Business that arises on
                                    or after the Effective Date equal $500,000;
                                    plus

                           (ii)     $50,000 payable by Company check within 90
                                    days following the date that accounts
                                    receivable for the Business that arise on or
                                    after Effective Date equal an additional
                                    $500,000, I.E., accounts receivable that
                                    together with those described in clause
                                    1.4(b)(i) equal $1,000,000; plus

                           (iii)    $50,000 payable by Company check within 90
                                    days following the date accounts receivable
                                    for the Business that arise on or after the
                                    Effective Date equal or exceed an additional
                                    $500,000, I.E., accounts receivable that
                                    together with those described in clauses
                                    1.4(b)(i) and 1.4(b)(ii) equal or exceed
                                    $1,500,000.

                  (c)      The "NET EARNINGS ADJUSTMENT" - $50,000 by Company
                           check payable within 90 days of the date the
                           Business' net earnings exceed $100,000 since the
                           Effective Date (such earnings to be measured in
                           compliance with generally accepted accounting
                           principles ("GAAP"), after taking into account the
                           payments made under Sections 1.4(a) and 1.4(b) above.

                  (d)      The Buyer will act reasonably and in good faith, but
                           will have sole discretion in operating the Business
                           following the Effective Date and will have the
                           exclusive right to establish the prices and
                           discounts, payment terms and all other terms and
                           conditions of all sales of its products or services,
                           regardless of how its decisions affect the
                           calculation of the Contract Revenue Adjustment, the
                           Invoice Revenue Adjustment and the


                                       3
<PAGE>

                           Net Earnings Adjustment. The Buyer will have no
                           obligation to promote, operate, manage, finance or
                           sustain in any way its business at any time after the
                           Effective Date and may, in its sole discretion,
                           dismantle, cease to operate, sell, liquidate or
                           otherwise dispose of any of its assets.

                  (e)      Biotel will guarantee payment of the Contract Revenue
                           Adjustment, Invoice Revenue Adjustment and Net
                           Earnings Adjustment, if any, payable by Buyer under
                           this Agreement.

         1.5      PRORATION OF UTILITIES AND ALLOCATION OF SPECIFIC COSTS. The
                  Seller and the Buyer agree to the following prorations and
                  allocation of costs in connection with this Agreement and the
                  transactions contemplated hereby:

                  (a)      All of the utilities, rent, telephone charges, ad
                           valorem taxes assessed against the Acquired Assets,
                           and other expense items, shall be allocated between
                           the Seller and the Buyer based upon the Effective
                           Date, such that the Seller shall pay that portion for
                           the period of time up to the Effective Date, and the
                           Buyer shall pay that portion for the period beginning
                           on and after the Effective Date. The Parties shall
                           cooperate in good faith to finalize such allocations
                           within 15 days after the Closing Date. Any amounts
                           owing shall be paid by delivery of a check by the
                           Party owing such amount to the other Party within
                           five business days of the finalization of such
                           allocation.

                  (b)      Sales taxes, registration taxes or other transfer
                           taxes, or conveyance fees, if any, imposed as a
                           result of the transaction contemplated by this
                           Agreement shall be paid by the Seller, and Seller
                           will, at its own expense, file all necessary tax
                           returns and other documentation with respect to all
                           such taxes and fees.

         1.6      THE CLOSING. The closing of the transactions contemplated by
                  this Agreement (the "CLOSING") will take place at the offices
                  of Biotel on July 30, 2004, at 11:30 a.m., or at such other
                  date, time and place as mutually agreed to by the Parties (the
                  "CLOSING DATE").

         1.7      BUYER'S DELIVERIES AT THE CLOSING. The Buyer will make the
                  following deliveries at the Closing, duly executed and
                  properly acknowledged, as appropriate:

                  (a)      the Cash Purchase Price by Company check;

                  (b)      bill of sale, assignment and assumption agreement, in
                           form and substance reasonably satisfactory to the
                           Buyer and the Seller;

                  (c)      confidentiality, assignment of inventions and
                           non-compete agreement between Buyer and the Seller's
                           Owner in the form attached hereto as Exhibit 1.7(c)
                           (the "EMPLOYMENT AGREEMENT"); and

                                       4
<PAGE>

                  (d)      such certificates, instruments and documents that the
                           Seller and its counsel may reasonably request.

         1.8      SELLER'S DELIVERIES AT THE CLOSING. The Seller will make the
                  following deliveries at the Closing, duly executed and
                  properly acknowledged, as appropriate:

                  (a)      the Acquired Assets;

                  (b)      bill of sale, assignment and assumption agreement, in
                           form and substance reasonably satisfactory to the
                           Buyer and the Seller;

                  (c)      the Employment Agreement;

                  (d)      UCC-3 releases or similar termination statements with
                           respect to all security interests filed against the
                           Acquired Assets;

                  (e)      evidence satisfactory to the Buyer that the Seller
                           has paid at or prior to the Closing all of the
                           Excluded Liabilities (or shall have made arrangements
                           satisfactory to the Buyer to pay the Excluded
                           Liabilities after the Closing);

                  (f)      all necessary third party consents, authorizations
                           and approvals; and

                  (g)      such certificates, instruments and documents that the
                           Buyer and its counsel may reasonably request.

2.       REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER'S OWNER.
         The Seller and the Seller's Owner, jointly and severally, represent and
         warrant to the Buyer that the statements contained in this SECTION 2
         are correct and complete as of the date of this Agreement, except as
         set forth in the attached disclosure schedule accompanying this
         Agreement (the "SELLER'S DISCLOSURE SCHEDULE"). The Seller's Disclosure
         Schedule will be arranged in paragraphs corresponding to the numbered
         subsections contained in this Section 2.

         2.1      ORGANIZATION, QUALIFICATION AND POWER. The Seller is a limited
                  liability company duly organized, validly existing, duly
                  authorized to conduct business and in good standing under the
                  laws of the jurisdiction of its organization and of each
                  jurisdiction where qualification is required. The Seller has
                  full power and authority and all permits and licenses
                  necessary to carry on the Business and to own and use the
                  properties owned and used by the Seller. The Seller has no
                  subsidiaries or does not otherwise control, own directly or
                  indirectly, or have any equity participation directly or
                  indirectly in any entity.

         2.2      AUTHORIZATION OF TRANSACTION. The Seller has full power and
                  authority to enter into and perform its obligations under this
                  Agreement. In addition, the execution and performance of this
                  Agreement and the ancillary documents to which the Seller or
                  the Seller's Owner is a party have been duly authorized. This
                  Agreement and the ancillary agreements to which the Seller or
                  the Seller's Owner is a party constitute the valid and legally
                  binding obligations of the Seller and the


                                       5
<PAGE>

                  Seller's Owner, as applicable, and are enforceable in
                  accordance with their respective terms and conditions.

         2.3      NONCONTRAVENTION. Neither the execution and the delivery of
                  this Agreement or the ancillary documents to which the Seller
                  or the Seller's Owner is a party, nor the consummation of the
                  contemplated transactions will: (a) violate any law, order or
                  regulation to which the Seller or the Seller's Owner is
                  subject; (b) violate any provision of the articles, member
                  control agreement or bylaws of the Seller or the Seller's
                  Owner; or (c) conflict with, result in a breach of, constitute
                  a default under, result in the acceleration of, create in any
                  party the right to accelerate, terminate, modify or cancel, or
                  require any notice under any agreement, contract, lease,
                  license, instrument or other arrangement to which the Seller
                  or Seller's Owner is a party or is bound or to which the
                  Acquired Assets are subject. No consent approval,
                  authorization or order of any court, governmental agency or
                  third party is required for the Seller or the Seller's Owner
                  to consummate the transactions contemplated by this Agreement.

         2.4      BROKER FEES. Neither the Seller nor the Seller's Owner has any
                  liability or obligation to pay any fees or commissions to any
                  broker, finder or agent with respect to the transactions
                  contemplated by this Agreement for which the Buyer could
                  become liable or obligated.

         2.5      TITLE TO ASSETS; SUFFICIENCY OF ASSETS. The Acquired Assets
                  are free and clear of all security interests, liens,
                  encumbrances of any nature, infringements, licenses, liens or
                  claims of third parties. The Seller has good and marketable
                  title to the Acquired Assets. The Acquired Assets constitute
                  all of the assets used in or necessary for the operation of
                  the Business.

         2.6      FINANCIAL STATEMENTS. Attached to Section 2.6 of the Seller's
                  Disclosure Schedule are the Seller's financial statements for
                  the year ended December 31, 2003 and for the six-month period
                  ended June 30, 2004 (the "FINANCIAL STATEMENTS"). The
                  Financial Statements are true, complete and correct. The
                  Financial Statements have been prepared in accordance with
                  GAAP applied on a consistent basis throughout the periods
                  covered. The Financial Statements accurately present the
                  financial condition, assets and liabilities of the Seller.
                  Since June 30, 2004, there has been no material adverse change
                  in the Business, or the financial condition, operations,
                  results of operations or future prospects of the Business. The
                  Seller has no obligations or liabilities of any kind that
                  would have a material adverse effect upon the Acquired Assets
                  or to which the Acquired Assets are subject.

         2.7      LEGAL COMPLIANCE; LITIGATION. The Seller has complied with all
                  applicable laws, including without limitation all laws
                  relating to employment laws and environmental health and
                  safety laws. No action, suit, proceeding, hearing,
                  investigation, charge, complaint, claim, demand or notice has
                  been filed, commenced, is pending or, to the knowledge of the
                  Seller's Owner, alleged against the Seller. The Seller is not
                  operating under or subject to, or in default


                                       6
<PAGE>

                  with respect to, any order, writ, injunction or decree of any
                  court or governmental agency. There is no agreement, order,
                  regulation or law binding upon the Seller or the Business, as
                  opposed to the application of such to those operating in the
                  business industry generally, that has or could reasonably be
                  expected to have the effect of prohibiting or impairing the
                  Business.

         2.8      TAX MATTERS. The Seller has filed all material tax returns
                  that its was required to file. All such tax returns were
                  correct and complete in all material respects. The Seller has
                  paid all federal, state, local or foreign taxes owed by the
                  Seller, whether or not disputed.

         2.9      CONTRACTS AND GUARANTIES. The Seller has no contracts, whether
                  written or oral, to the Seller is a party or by which it is
                  bound relating to the Business or the Acquired Assets other
                  than the Acquired Contracts. Each of the Acquired Contracts is
                  a valid and binding obligation of the Seller, is currently in
                  full force and effect, no amounts are owing under any of them,
                  and the Seller has not transferred or assigned any of its
                  interest thereunder. The Seller is not a guarantor or
                  otherwise is responsible for any liability or obligation
                  (including indebtedness) of any other person or entity
                  relating to the Business.

         2.10     EMPLOYEE BENEFITS AND MATTERS. The Seller is not and has not
                  been in violation in form and in operation of any provision of
                  the Employee Retirement Income Security Act of 1974, as
                  amended, or any other law or regulation relating to any
                  employee benefit plan. All the accrued obligations of the
                  Seller, whether arising by operation of law, by contract or by
                  past custom, for payments by it to trust or other funds or any
                  governmental agency with respect to unemployment compensation
                  benefits, employee benefit plans, social security benefits or
                  any other benefits for employees of the Seller have been paid
                  prior to Closing. No organizational effort is presently being
                  made or threatened by or on behalf of any labor union with
                  respect to employees of the Seller. Except for the Seller's
                  Owner, no employee of the Seller is a party to or bound by any
                  agreement with LifeWatch, a division of Card Guard
                  ("LIFEWATCH"). Seller's Owner is in material compliance with
                  his employment agreement with LifeWatch.

         2.11     PRODUCT LIABILITY. The Seller has no liability (and there is
                  no basis for any present or future action, suit, proceeding,
                  hearing, investigation, charge, complaint, claim or demand
                  against any of them giving rise to any liability) arising out
                  of any injury to individuals or property as a result of the
                  ownership, possession or use of any product or service sold,
                  leased or delivered by the Business.

         2.12     BUSINESS RELATIONSHIPS. Neither the Seller nor the Seller's
                  Owner is aware of any facts which indicate that any material
                  or significant customers, vendors or suppliers of the Business
                  intend to cease doing business with the Business (or intend to
                  stop doing business with the Buyer after the Effective Date).

                                       7
<PAGE>

         2.13     OTHER INFORMATION. The information concerning the Seller or
                  the Business set forth in this Agreement and the schedules and
                  exhibits attached to this Agreement and any statement or
                  certificate of the Seller furnished or to be furnished to the
                  Buyer pursuant to this Agreement, does not and will not
                  contain any untrue statement of a material fact or omit to
                  state a material fact required to be stated herein or therein
                  or necessary to make the statements and facts contained herein
                  or therein, in light of the circumstances in which they are
                  made, not false or misleading.

3.       REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
         warrants to the Seller that the statements contained in this Section 3
         are correct and complete as of the date of this Agreement, except as
         set forth in the disclosure schedule of the Buyer accompanying this
         Agreement (the "BUYER'S DISCLOSURE SCHEDULE"). The Buyer's Disclosure
         Schedule will be arranged in paragraphs corresponding to the numbered
         subsections contained in this Section 3.

         3.1      ORGANIZATION, QUALIFICATION AND POWER. The Buyer is a
                  corporation, duly organized, validly existing and in good
                  standing under laws of the jurisdiction of its incorporation.

         3.2      AUTHORIZATION OF TRANSACTION. The Buyer has full power and
                  authority, corporate or otherwise, to enter into and perform
                  its obligations under this Agreement. The Buyer has duly
                  authorized the execution and performance of this Agreement and
                  the ancillary documents to which the Buyer is a party. This
                  Agreement and the ancillary documents to which the Buyer is a
                  party constitute the valid and legally binding obligations of
                  the Buyer, enforceable in accordance with their respective
                  terms and conditions.

         3.3      NONCONTRAVENTION. Neither the execution and the delivery of
                  this Agreement or the ancillary documents to which the Buyer
                  is a party, nor the consummation of the contemplated
                  transactions will: (a) violate any law, order or regulation to
                  which the Buyer is subject or (b) violate any provision of the
                  articles or bylaws of the Buyer. No consent approval,
                  authorization or order of any court, governmental agency or
                  third party is required for the Buyer to consummate the
                  transactions contemplated by this Agreement.

         3.4      BROKER FEES. The Buyer does not have any liability or
                  obligation to pay any fees or commissions to any broker,
                  finder or agent with respect to the transactions contemplated
                  by this Agreement for which the Seller could become liable or
                  obligated.

4. POST-CLOSING COVENANTS.

         4.1      FURTHER ASSURANCES. In case at any time after the Closing any
                  further action is necessary or desirable to carry out the
                  purposes of this Agreement and its contemplated transactions,
                  each of the Parties will take such further action (including
                  the execution and delivery of further instruments and
                  documents) as


                                       8
<PAGE>

                  any other Party reasonably may request, all at the sole cost
                  and expense of the requesting Party (unless the requesting
                  Party is entitled to indemnification under Section 5).

         4.2      LITIGATION SUPPORT. If any Party is contesting or defending an
                  action, suit, proceeding, hearing, investigation, charge
                  complaint or demand in connection with any transaction
                  contemplated under this Agreement, each of the other Parties
                  will cooperate with the contesting or defending Party,
                  including providing testimony and access to books or records,
                  all at the sole cost of the defending or contesting Party
                  (unless the defending or contesting Party is entitled to
                  indemnification under Section 5).

         4.3      TRANSITION. None of the Seller, the Seller's Owner or their
                  affiliates will take any action that is designed or intended
                  to have the effect of discouraging any lessor, licensor,
                  customer, supplier or other business associate of the Business
                  from maintaining the same business relationships with the
                  Buyer after the Effective Date as it maintained with the
                  Business prior to the Effective Date. The Seller and Seller's
                  Owner will refer all customer inquiries relating to the
                  Business to the Buyer from and after the Effective Date.

         4.4      CONFIDENTIALITY. Any information concerning the Business that
                  is not already generally available to the public is considered
                  to be confidential information. The Seller's Owner, the Seller
                  and their affiliates will treat and hold as such all of such
                  confidential information and refrain from using any of such
                  confidential information except in connection with this
                  Agreement and the transactions contemplated by this Agreement
                  or with the prior written consent of the Buyer. The
                  obligations under this Section 4.4 are in addition to and not
                  in derogation of any other confidentiality obligations of the
                  Seller and the Seller's Owner to the Buyer, whether by
                  contract, law or otherwise.

5.       REMEDIES FOR BREACHES OF THIS AGREEMENT.

         5.1      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
                  Notwithstanding any investigation made by or on behalf of any
                  of the Parties or the results of any investigation, and
                  notwithstanding the participation of Party in the Closing, all
                  of the representations and warranties of the Buyer, the Seller
                  and the Seller's Owner contained in this Agreement will
                  survive the Closing (even if the damaged Party knew or had
                  reason to know of any misrepresentation or breach of warranty
                  at the time of the Closing) and continue in full force and
                  effect forever (subject to any applicable statutes of
                  limitations). The covenants set forth in this Agreement will
                  survive indefinitely, unless a shorter period of survival is
                  specifically set forth in this Agreement.

         5.2      INDEMNIFICATION FOR THE BENEFIT OF THE BUYER. Both the Seller
                  and the Seller's Owner, joint and severally, agree to
                  indemnify the Buyer and its officers, directors, employees,
                  stockholders, agents and affiliates (the "BUYER PARTIES"),
                  from and against any actions, suits, proceedings, hearings,
                  investigations, charges,


                                       9
<PAGE>

                  complaints, claims, demands, injunctions, judgments, orders,
                  decrees, rulings, damages, dues, penalties, fines, costs,
                  amounts paid in settlement, liabilities, obligations, taxes,
                  liens, losses, expenses and fees, including court costs and
                  reasonable attorneys' fees and expenses ("ADVERSE
                  CONSEQUENCES") the Buyer Parties may suffer through and after
                  the date of the claim for indemnification resulting from,
                  arising out of, relating to, in the nature of, or caused by
                  (a) any breach by the Seller or the Seller's Owner (or in the
                  event any third party alleges facts that, if true, would mean
                  that either Seller or the Seller's Owner has breached) of any
                  representations, warranties or covenants of the Seller or the
                  Seller's Owner contained in this Agreement, (b) any Excluded
                  Liability (including any liability of the Seller that becomes
                  a liability of the Buyer under any bulk transfer law of any
                  jurisdiction, under any common law doctrine of de facto merger
                  or successor liability, or otherwise by operation of law), and
                  (c) the operation and ownership of the Business and the
                  Acquired Assets prior to the Effective Date.

         5.3      INDEMNIFICATION OF THE SELLER AND THE SELLER'S OWNER. The
                  Buyer agrees to indemnify each of the Seller, the Seller's
                  Owner and their officers, directors, employees, stockholders,
                  agents and affiliates (the "SELLER PARTIES") from and against
                  any Adverse Consequences the Seller Parties may suffer through
                  and after the date of the claim for indemnification resulting
                  from, arising out of, relating to, in the nature of or caused
                  by any breach by the Buyer (or in the event any third party
                  alleges facts that, if true, would mean the Buyer has
                  breached) of any of Buyer's representations, warranties or
                  covenants contained in this Agreement.

         5.4      ADJUSTMENT TO PURCHASE PRICE. All indemnification payments
                  under this Section 7 will be deemed adjustments to the
                  Purchase Price.

         5.5      OTHER INDEMNIFICATION PROVISIONS. The above indemnification
                  provisions are in addition to, and not in derogation of, any
                  statutory, equitable or common law remedy (including without
                  limitation any such remedy arising under environmental, health
                  and safety requirements) any Party may have with respect to
                  the Seller, the Seller's Owner or the transactions
                  contemplated by this Agreement.

         5.6      RECOUPMENT. The Buyer will have the option of recouping all or
                  any part of any Adverse Consequences it may suffer by
                  notifying the Seller that the Buyer is reducing the principal
                  amount outstanding under any of the Aggregate Revenue
                  Adjustment, the Aggregate Net Revenues Adjustment and the
                  Aggregate Net Earnings Adjustment.

6.       EMPLOYMENT AND BENEFIT.

         6.1      TERMINATION. The Seller will terminate the employment of those
                  employees of the Business listed on SCHEDULE 6.1 (the
                  "TERMINATED EMPLOYEES") at a date mutually agreed to by the
                  Parties (the "TERMINATION DATE"). The Seller and the Seller's
                  Owner covenant and agree, jointly and severally, that they
                  will bear all


                                       10
<PAGE>

                  responsibility, obligation and liability for, and all costs
                  associated with, and will defend and indemnify Buyer for: (a)
                  any and all claims and liabilities related to any unemployment
                  fund contributions that are due and unpaid by the Seller on
                  the Termination Date and (b) any and all claims and
                  liabilities relating to the Terminated Employees and any other
                  employee employed at the Business prior to the Termination
                  Date and resulting from or arising out of their employment by
                  the Seller prior to the Termination Date and/or any subsequent
                  decision by the Buyer not to hire some or all of the
                  Terminated Employees.

         6.2      EMPLOYMENT.

                  (a)      On or after the Termination Date, the Buyer may, in
                           its sole discretion, make offers of employment with
                           such terms and conditions as the Buyer in its sole
                           discretion will determine, to the Terminated
                           Employees. All Terminated Employees who accept such
                           offers of employment and who report to work for the
                           Buyer will be, collectively, the "HIRED EMPLOYEES."
                           The date that a Hired Employee reports to work for
                           the Buyer is referred to herein as the "HIRE DATE."

                  (b)      Nothing in this Agreement constitutes an agreement or
                           guaranty that any Terminated Employees will be
                           entitled to remain in the employment of the Buyer for
                           any specified period of time. Except as provided in
                           this Agreement, all Hired Employees will be "at will"
                           employees of the Buyer.

         6.3      VACATION. The Seller will be responsible for any accrued and
                  unpaid vacation, sick time, personal holidays, flexible time
                  off, paid time off or other similar benefits of any of the
                  Terminated Employees through the Termination Date. Prior to
                  the Termination Date, the Seller will pay any amounts owing
                  for any accrued and unpaid vacation, sick time, personal
                  holidays, flexible time off, paid time off or other similar
                  benefits of any of the Terminated Employees through the
                  Termination Date. The Buyer will not recognize any earned, but
                  unused, vacation, sick time and personal holidays of the
                  Terminated Employees.

         6.4      WORKERS' COMPENSATION. The Seller will remain responsible for
                  all workers' compensation claims made by any of the Terminated
                  Employees based on occurrences through and including the
                  Termination Date. The Buyer will only be responsible for all
                  workers' compensation claims made by the Hired Employees based
                  on occurrences after the Hire Date while employed by the
                  Buyer.

         6.5      OTHER EMPLOYMENT-RELATED LIABILITIES. Except as explicitly set
                  forth in this Section 6, the Seller will be liable for all
                  employment-related liabilities with respect to the Terminated
                  Employees that occur on or prior to the Termination Date,
                  including any obligation or commitment by the Seller to pay
                  severance to any of the Terminated Employees. The Buyer will
                  be liable only for all employment-related liabilities of the
                  Hired Employees arising after the Hire Date. The Buyer will
                  not assume or be bound by any previous or existing employment
                  or collective bargaining agreement or arrangement or
                  termination, severance or


                                       11
<PAGE>

                  change of control agreement between the Seller and any of the
                  Terminated Employees.

         6.6      LIABILITIES UNDER EMPLOYEE BENEFIT PLAN. The Seller will
                  remain liable, and the Buyer will not assume or otherwise have
                  any liability, under any of the Seller's employee benefit
                  plans.

         6.7      COBRA AND OTHER NOTICES. For notices and payments related to
                  events occurring prior the Termination, the Seller shall be
                  responsible for any notices required to be given to employees
                  of the Seller pursuant to COBRA or other local, state and
                  federal laws, and for any payments or benefits required
                  pursuant to such laws or on account of any violation of any
                  requirement of such laws.

         6.8      LIMITATION ON ENFORCEMENT. Nothing in this Section 6, whether
                  express or implied, confers upon any employee of the Business
                  (including the Terminated Employees and the Hired Employees)
                  or any other person, any rights or remedies, including without
                  limitation: (i) any right to employment or recall; or (ii) any
                  right to claim any particular compensation, benefit or
                  aggregation of benefits, of any kind or nature whatsoever, as
                  a result of this Section 6.

7.       MISCELLANEOUS.

         7.1      NO THIRD-PARTY BENEFICIARIES. This Agreement will not confer
                  any rights or remedies upon any person other than the Parties
                  and their respective successors and permitted assigns.

         7.2      ENTIRE AGREEMENT. This Agreement and any other documents,
                  certificates or other instruments delivered pursuant to this
                  Agreement constitute the entire agreement between the Parties
                  and supersede any prior understandings, agreements or
                  representations by or between the Parties, written or oral, to
                  the extent they related in any way to the subject matter of
                  this Agreement.

         7.3      SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
                  upon and inure to the benefit of the Parties named herein and
                  their respective successors and permitted assigns. The Seller
                  shall not assign either this Agreement or any of its rights,
                  interest, or obligations hereunder without the prior written
                  approval of the Buyer. The Buyer may assign this Agreement,
                  and any of its rights, interest or obligations hereunder
                  without the prior consent of the Seller; provided that such
                  assignment shall not operate as a release of the Buyer or
                  Biotel from its obligations hereunder.

         7.4      COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be
                  executed in one or more counterparts, each of which will be
                  deemed an original but all of which together will constitute
                  one and the same instrument, and by facsimile.

         7.5      NOTICES. Any notice, offer, request, demand, claim or other
                  communication provided for by this Agreement must be in
                  writing and will be deemed given or delivered when delivered
                  by hand, transmitted by facsimile or three days after the


                                       12
<PAGE>

                  day when deposited in the United States mail, certified or
                  registered, return receipt requested, postage prepaid and
                  properly addressed to the intended recipient as set forth
                  below:

                  If to the Seller or Seller's Owner:
                  -----------------------------------

                  Daniel S. Pawlik
                  1904 134th Lane NE
                  Ham Lake, MN  55304
                  Fax:  (763) 862-2974

                  If to the Buyer or Biotel:     Copy to:
                  --------------------------     --------

                  Biotel, Inc.                   Gray Plant Mooty
                  11481 Rupp Drive               500 IDS Center
                  Burnsville, Minnesota  55337   80 South Eighth Street
                  Attn:  B. Steven Springrose    Minneapolis, Minneapolis  55402
                  Fax:  (952) 882-6550           Attn:  Rick Hauser, Esq.
                                                 Fax:   (612) 632-4095

                  Any Party may send any notice, request, demand, claim or other
                  communication to the intended recipient at the address set
                  forth above using any other means, but no such notice,
                  request, demand, claim or other communication will be deemed
                  to have been duly given unless and until it actually is
                  received by the intended recipient.

         7.6      GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement will be
                  governed by and construed in accordance with the domestic laws
                  of the State of Minnesota without giving effect to any choice
                  or conflict of law provision or rule. Each of the Parties
                  submits to the jurisdiction of any state or federal court
                  sitting in Hennepin County, Minnesota, in any action or
                  proceeding arising out of or relating to this Agreement and
                  agrees that all claims in respect to the action or proceeding
                  may be heard and determined there.

         7.7      AMENDMENTS AND WAIVERS. No amendment of any provision of this
                  Agreement will be valid unless the same is in writing and
                  signed by the Parties. No waiver by any Party of any default,
                  misrepresentation or breach of warranty or covenant under this
                  Agreement, whether intentional or not, will be deemed to
                  extend to any prior or subsequent default, misrepresentation
                  or breach of warranty or covenant under this Agreement.

         7.8      SEVERABILITY. Any term or provision of this Agreement that is
                  invalid or unenforceable in any situation in any jurisdiction
                  will not affect the validity or enforceability of the
                  remaining terms and provisions of this Agreement or the
                  validity or enforceability of the offending term or provision
                  in any other situation or in any other jurisdiction.

                                       13
<PAGE>

         7.9      EXPENSES. Whether or not the transactions under this Agreement
                  are consummated, the Buyer, the Seller and the Seller's Owner
                  will bear their own costs and expenses (including legal fees
                  and expenses) incurred in connection with this Agreement and
                  these transactions.

         7.10     PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party will issue
                  any press release or make any public announcement relating to
                  the subject matter of this Agreement prior to the Closing
                  without the prior written approval of the other Party.

         7.11     SPECIFIC PERFORMANCE. Each of the Parties acknowledges and
                  agrees that the other Party would be damaged irreparably in
                  the event any of the provisions of this Agreement are not
                  performed in accordance with their specific terms or otherwise
                  are breached. Accordingly, each of the Parties agrees that the
                  other Party is entitled to an injunction or injunctions to
                  prevent breaches of the provisions of this Agreement and to
                  enforce specifically this Agreement in any action instituted,
                  in addition to any other remedy to which it may be entitled,
                  at law or in equity.

          THE REMAINDER OF THIS PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.




























                                       14
<PAGE>

         The Parties have executed this Agreement as of the date first above
written.

                                             BUYER:

                                             ACRS ACQUISITION COMPANY

                                             By /s/ B. Steven Springrose
                                                --------------------------------
                                                Its: Chief Executive Officer


                                             BIOTEL:

                                             BIOTEL, INC.


                                             By /s/ B. Steven Springrose
                                                --------------------------------
                                                Its: Chief Executive Officer


                                             SELLER:

                                             AGILITY CENTRALIZED RESEARCH
                                             SERVICES, LLC


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


                                             SELLER'S OWNER:

                                             /s/ Daniel Pawlik
                                             -----------------------------------
                                             Daniel Pawlik











                                       15
<PAGE>

                                 SCHEDULE 1.1(a)

                                  OFFICE LEASE

                                 [See attached.]





































                                       16
<PAGE>

                                  OFFICE LEASE
                                  ------------

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

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

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

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

         3.       RENT.

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

         B.       Commencing on the first day of the thirteenth (13th) full
calendar month of the Term and on the first day of each succeeding twelve (12)
month period (or portion thereof) thereafter during the remainder of the Term of
this Lease the Annual Base Rent payable pursuant to the preceding Section 3A (as
previously adjusted pursuant to this Section 3B) shall be increased annually by
an amount equal to three percent (3%) of the annual Base Rent payable for the
then current calendar year, payable in equal monthly installments. Each such
adjustment pursuant to this Section 3B shall be added to the prior year's


                                       17
<PAGE>

Base Rent as previously adjusted pursuant to this Section 3B. All amounts due
hereunder shall be deemed to be Additional Base Rent and shall be paid at the
same time and in the same manner as Initial Monthly Base Rent pursuant to
Section 3A of Lease. The Initial Monthly Base Rent and the Additional Base Rent
are collectively sometimes herein referred to as "Base Rent."

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

         A.       For the purposes of this Lease:

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

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

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

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

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


                                       18
<PAGE>

         a fully improved basis, based on Landlord's adjustment of the "Taxes"
         for such year, employing sound management principles. Taxes also
         include Landlord's reasonable costs and expenses (including reasonable
         attorney's fees) in contesting or attempting to reduce any taxes. Taxes
         shall be reduced by any recovery or refund received of taxes previously
         paid by Landlord, provided such refund relates to taxes paid during the
         term of this Lease. Notwithstanding anything set forth above to the
         contrary, if at any time the method of taxation then prevailing shall
         be altered so that any new or additional tax, assessment, levy,
         imposition or charge or any part thereof shall be imposed upon Landlord
         in place or partly in place of any Taxes or contemplated increase
         therein, or in addition to Taxes, and shall be measured by or be based
         in whole or in part upon the Project, the rents or other income
         therefrom or any leases of any part thereof, then all such new taxes,
         assessments, levies, impositions or charges or past thereof, to the
         extent that they are so measured or based, shall be included in Taxes.

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

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

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

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

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

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

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

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

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

                  (i)      The amount of Rent Adjustment shown on said statement

         to be due Landlord for the Calendar Year last ended; plus

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

         Commencing on the first day of the first month after Tenant's receipt
of each Adjustment Statement, and on the first day of each month thereafter
until Tenant receives a more current Adjustment Statement, Tenant shall pay to
Landlord one-twelfth (1/12) of the annual Rent Adjustment Deposit shown on said
statement. During the last complete Calendar Year, Landlord may include in the
Rent Adjustment


                                       19
<PAGE>

Deposit its estimate of the Rent Adjustment which may not be finally determined
until after the expiration of the Term. Tenant's obligation to pay the Rent
Adjustment shall survive the expiration of the Term.

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

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

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

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

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

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

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

         5.       SERVICES.

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

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

                                       20
<PAGE>

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

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

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

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

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


                                       21
<PAGE>

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

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

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

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



                                       22
<PAGE>

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

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

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


                                       24
<PAGE>

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

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

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

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

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

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

         14.      EMINENT DOMAIN.

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


                                       25
<PAGE>

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

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

         15.      [Intentionally omitted]

         16.      ASSIGNMENT/SUBLETTING.

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

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


                                       27
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

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

         20.      LANDLORD'S REMEDIES.

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

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

                                       29
<PAGE>

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

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

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

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

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

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


                                       30
<PAGE>

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

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

         22.      [Intentionally omitted]

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

         24.      TENANT'S PAYMENT UPON EXECUTION.

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       32
<PAGE>

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

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

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

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

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

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

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

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


                                       33
<PAGE>

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

         26.      USE OF PREMISES AND PARKING.

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

         27.      MISCELLANEOUS.

         A.       No payment by Tenant or receipt by Landlord of a lesser amount
than any installment or payment of rent due shall be deemed to be other than a
payment on account of the amount due and no endorsement or statement on any
check or any letter accompanying any check or payment of rent shall be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
payment of rent or pursue any other remedies available to Landlord. No receipt
of money by Landlord from Tenant after the termination of this Lease or after
the service of any notice or after the commencement of any suit, or after final
judgment for possession of the Premises shall reinstate, continue or extend the
term of this Lease or affect any such notice, demand or suit.

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

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

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

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


                                       34
<PAGE>

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>

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

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

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

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

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


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


                                            ATTESTED:

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

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

























                                       37
<PAGE>

                                    EXHIBIT B

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

         1. Recarpet Premises.

         2. Repaint the Premises.

         3. Replace the coiling tile.

         4. Replace the light lenses.

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




























                                       38
<PAGE>

                                    EXHIBIT C

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

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






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





































                                       39
<PAGE>

                                 SCHEDULE 1.1(b)

                                TANGIBLE PROPERTY

                                 [See attached.]































                                       40
<PAGE>

AGILITY CENTRALIZED RESEARCH SERVICES


                   AGILITY CENTRALIZED RESEARCH SERVICES, LLC
                           EQUIPMENT ASSET ITEMIZATION

--------------------------------------------------------------------------------
PURCHASE DATE:    ASSET DESCRIPTION:                     ASSET COST:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1/23/2004         Network Telephone System               $6,749.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1/29/2004         Surplus One -- Network Computer        $541.00
                  Rack
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1/30/2004         NIXSYS Network Server                  $3,428.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/03/2004         Dell Computers, Servers, Network       $19,531.00
                  Equipment
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/17/2004         Complete Cabling -- Network Voice      $3,510.00
                  & Data Office Cabling
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/20/2004         Second Systems -- Office Furniture     $13,076.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/24/2004         A Matter of FAX -- FAX, Copier,        $720.00
                  Scanner -- w/ Memory Upgrade
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/25/2004         Agency 128 -- Corporate Logo, Web      $5,246.00
                  Site, Brochure Design
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/25/2004         ABG Group--Ti Line Install             $1,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2/25/2004         Medtronic Paceart -- Operating         $27,436.00
                  Analysis Software
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3/01/2004         Surplus One -- UPS Battery Power       $2,111.00
                  Network Backup
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3/04/2004         Instromedix -- Analysis/Receiving      $2,212.00
                  Software, (2)12-Lead Recorders,
                  Telcom Equip.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3/19/2004         Del Mar Reynolds -- Holter             $53,050.00
                  Analysis Software and 30 Holter
                  Monitors
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3/26/2004         Del Mar Reynolds -- 10 Cardiac         $3,750.00
                  Event Monitors
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4/06/2004         Bar Tech Telcom -- Remote Office       $426.00
                  TeleDhone Systems
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4/29/2004         Verisign -- Web Encryption Software    $895.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
5/05/2004         Del Mar Reynolds -- 10 Cardiac         $3,750.00
                  Event Monitors
--------------------------------------------------------------------------------

                                       41
<PAGE>

--------------------------------------------------------------------------------
PURCHASE DATE:    ASSET DESCRIPTION:                     ASSET COST:
--------------------------------------------------------------------------------
5/07/2004         A2Z Compyters -- SQL Server            $3,672.00
                  Database Software License
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
5/10/2004         Home Depot -- Office Air               $958.00
                  Conditioners --2 @ $450.00 ea.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6/01/2004         Page Computer - Network Tape           $1,918.00
                  Backup System I Software
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6/04/2004         Del Mar Reynolds -- 10 Cardiac         $3,750.00
                  Event monitors
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6/14/2004         Del Mar Reynolds-- 10 Cardiac          $3,750.00
                  Event Monitors
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
CURRENT ASSET TOTAL:                                     $161,479
--------------------------------------------------------------------------------



      /s/ Daniel S. Pawlik                                  July 12, 2004
------------------------------------                  --------------------------
Daniel S. Pawlik                                                Date
President
ACRS, LLC



























                                       42
<PAGE>


                                 SCHEDULE 1.1(d)

                                ASSUMED CONTRACTS

                                 [See attached.]
































                                       43
<PAGE>


(Portions of this schedule have been omitted and marked confidential [*****] and
           filed separately with the Securities Exchange Commission)


Agility Centralized Research Services




July 30, 2004



Re:      Biotel, Inc. I ACRS Acquisition
         Current And Assumed Customer Service Contracts


I, Daniel S. Pawlik, President of Agility Centralized Research Services, LLC.
hereby claim that to the best of my knowledge as of this day, July 30, 2004,
there exists, or will exist the following contracts for service as documented
through proposals, contracts and or documented communications with authorized
corporate contacts.

*****

*****

*****



         /s/ Daniel S. Pawlik                         July 30, 2004
------------------------------------        ------------------------------------
Daniel S. Pawlik                            Date
President
Agility Centralized Research Services, LLC



                                       44

<PAGE>


                                  SCHEDULE 1.2

                                ACCOUNTS PAYABLE

                                 [See attached.]












































                                       45

<PAGE>

Agility Centralized Research Services

July 30, 2004

Re:      Biotel, Inc. / ACRS Acquisition
         Outstanding Liability Disclaimer

I, Daniel S. Pawlik, President of Agility Centralized Research Services, LLC.
hereby claim that to the best of my knowledge as of this day, July 30, 2004,
there are no outstanding claims or liabilities on or against the company by
vendors or providers to the company.

All active accounts are current and in good standing and all purchases and or
commitments have been fully disclosed and communicated in good faith.

SBC

Advanced Business Group, LLC
Dolan Associates, LTD
United Parcel Service
Hawthorne Suites
Wells Fargo
Community Pride Bank
Del Mar Reynolds Medical, Inc.
John A. Knutson & Co., PLLP
The St. Paul Company




         /s/ Daniel S. Pawlik                         July 30, 2004
-----------------------------------                  ---------------------------
Daniel S. Pawlik                                     Date
President
Agility Centralized Research Services, LLC













                                       46
<PAGE>


                                  SCHEDULE 1.3

                          ALLOCATION OF PURCHASE PRICE

Prepaid expenses: $3,838

Property and Equipment: $216,162

Other Assets/ Non-compete: $20,000

TOTAL: $240,000



































                                       47
<PAGE>



Agility Centralized Research Services

BioTel, Inc. Assignable Expenses -- Agility Centralized Research Services, LLC.

Beginning July 01, 2004

--------------------------------------------------------------------------------
DATE:              DESCRIPTION:                         AMOUNT:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
June 23, 2004      Dolan Associates - Office Lease -    $2,588.00
                   July
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 07, 2004      Payroll / Consultation July -- 1     $11,564.23
                   Period
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 08, 2004      Airfare -- Chicago Office Audit --   $345.69
                   Steve Springrose I Carroll Turner
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 08, 2004      Lodging --Hawthorn Suites -- D.      3 @ $84.00 + Tax
                   Pawlik, S. Springrose, C. Turner     $279.72
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 13, 2004      Del Mar Reynolds 10 Cardiac Event    $760.00
                   Monitors @ $375.00  per / 20%
                   down--bal due 90 days
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 14, 2004      Minya Bulic -- Insurance             $223.65
                   Reimbursement, July
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 14, 2004      Airfare -- Sunny Kurzeder / AGA      $346.69
                   Medical Trip to Mpls.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 14, 15, 2004  Ground Transp.                       $87.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 14, 2004      Northland Inn  - Sunny Kurzeder,     $141.26 --
                   AGA Medical Trip - Meals             Lodging $45.03

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

--------------------------------------------------------------------------------
July 15, 2004      Lunch -- PPDI Device, Inc. /         $47.01
                   Entertainment
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 21, 2004      Payroll / Consultation July, 2       $11,813.75
                   Period
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 21, 2004      UPS Shippinq -- July                 $60.95
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 26, 2004      Chicago Trip -- AGA Medical:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   Airfare -- Dan Pawlik / Steve        $689.38
                   Sprinqrose

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

--------------------------------------------------------------------------------
                   Ground Transp.                       $65.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   Ground Transp. - AGA                 $100.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   Lunch -- AGA Meeting /               $60.00
                   Entertainment

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

--------------------------------------------------------------------------------
July 28, 2004      Dolan Associates -- Office           $2,588.00
                   Lease--August
--------------------------------------------------------------------------------

                                       48
<PAGE>

--------------------------------------------------------------------------------
DATE:              DESCRIPTION:                         AMOUNT:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 28, 2004      SBC Telecom -- Chicago Local I Long  $287.61
                   Dist.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 28, 2004      UPS Shipping Acct.                   $43.26
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 28, 2004      1099 Consultation Fee Per            $11,000
                   Employment Agreement -- Daniel S.
                   Pawlik
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
July 30, 2004      Advanced Business Group, LLC -- T1   $140.00 * invoice not
                   Voice & Data line, VPN access        received as of 7/28/04??
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
EXPENSE SUB-TOTAL: JULY 01 -- 31, 2004                  $43,276.23
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
June portion,      June 21-June 30, 2004                ($8,261.23)
1st Payroll
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
EXPENSE TOTAL:     JULY 01 -- 31, 2004                  $35,015.00
--------------------------------------------------------------------------------

































                                       49
<PAGE>


                          SELLER'S DISCLOSURE SCHEDULE

2.5 Seller's SBA loan. Seller will pay the outstanding amount of the SBA loan
within two (2) business days of the Closing.

2.6 Seller's financial statements - There are no financials for 2003. For
financials ending June 30, 2004, see attached.















































                                       50
<PAGE>


                      Agility Centralized Research Services

                                  Balance Sheet

                                  June 30, 2004

                                     ASSETS

-------------------------------------------------------------------------------
Current Assets
-------------------------------------------------------------------------------
Cash - Checking (Wells Fargo)           $ 2,413.75
-------------------------------------------------------------------------------
Cash - Checking (Community)              22,274.45
-------------------------------------------------------------------------------
Accounts Receivable                       1,080.00
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total Current Assets                                         25,768.20
-------------------------------------------------------------------------------
Property and Equipment
-------------------------------------------------------------------------------
  Computer Equipment                     36,616.35
-------------------------------------------------------------------------------
  Software                               29,071.55
-------------------------------------------------------------------------------
  Furniture and Office Equipment         25,191.41
-------------------------------------------------------------------------------
  Field Equipment                        59,998.86
-------------------------------------------------------------------------------
  Leasehold Improvements                  4,510.00
-------------------------------------------------------------------------------
  Accumulated Depreciation               (9,345.01)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
  Total Property and Equipment                              146,043.16
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Other Assets

-------------------------------------------------------------------------------
  Loan Closing Costs                      9,551.50
-------------------------------------------------------------------------------
  Accum. Amort. - Loan Costs               (853.99)
-------------------------------------------------------------------------------
  Start-Up Costs                          8,603.67
-------------------------------------------------------------------------------
  Accumulated Amort. - Start-Up            (860.35)
-------------------------------------------------------------------------------
  Security Deposit                        2,588.00
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total Other Assets                                           19,028.83
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total Assets                                                190,840.19
-------------------------------------------------------========================

-------------------------------------------------------------------------------
                            LIABILITIES AND CAPITAL
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Current Liabilities
-------------------------------------------------------------------------------
  Line of Credit - #4001306           $ 125,974.00
-------------------------------------------------------------------------------
  Due to Member                          22,538.42
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
  Total Current Liabilities                                  148,512.42
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Long-Term Liabilities
-------------------------------------------------------------------------------
  Note Payable - Comm - #4001305        146,984.67
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
  Total Long-Term Liabilities                                146,984.67
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
  Total Liabilities                                          295,497.09
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
     LIABILITIES AND CAPITAL
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Capital
-------------------------------------------------------------------------------
  Member's Capital                        8,576.00
-------------------------------------------------------------------------------
  Net Income                           (113,232.90)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total Capital                                               (104,656.90)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total Liabilities & Capital                               $  190,840.19
-------------------------------------------------------========================

                     Discussion Draft For Internal Use Only
                    Unaudited - For Management Purposes Only



                                       51
<PAGE>


<TABLE>
<CAPTION>

                                                                                             Page: 1

                      Agility Centralized Research Services
                                Income Statement
                     For the Six Months Ending June 30, 2004

-----------------------------------------------------------------------------------------------------
                                  CURRENT MONTH                        YEAR TO DATE
-----------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>             <C>                <C>
Revenues
-----------------------------------------------------------------------------------------------------
Revenue                              $ 1,080.00           100.00          $26,080.00         100.00
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
Total Revenues                         1,080.00           100.00           26,080.00         100.00
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
Expenses
-----------------------------------------------------------------------------------------------------
  Subcontractors                      21,579.89         1,998.14           74,442.46         285.44
-----------------------------------------------------------------------------------------------------
  Accounting                               0.00             0.00            1,276.75           4.90
-----------------------------------------------------------------------------------------------------
  Bank Charges                            40.00             3.70              214.75           0.82
-----------------------------------------------------------------------------------------------------
  Telephone                              411.90            38.14            3,446.97          13.22
-----------------------------------------------------------------------------------------------------
  Office Supplies                      1,954.23           180.95            6,931.68          26.58
-----------------------------------------------------------------------------------------------------
  Travel                                 427.67            39.60            6,339.34          24.31
-----------------------------------------------------------------------------------------------------
  Meals and Entertainment                117.77            10.90            1,773.21           6.80
-----------------------------------------------------------------------------------------------------
  Postage and Delivery                    83.00             7.69              234.84           0.90
-----------------------------------------------------------------------------------------------------
  Dues and Subscriptions                   0.00             0.00              480.00           1.84
-----------------------------------------------------------------------------------------------------
  Legal                                    0.00             0.00            6,300.00          24.16
-----------------------------------------------------------------------------------------------------
  Rent                                 2,588.00           239.63           15,528.00          59.54
-----------------------------------------------------------------------------------------------------
  Interest                             1,409.74           130.53            4,770.55          18.29
-----------------------------------------------------------------------------------------------------
  Insurance                            3,030.00           280.56            3,030.00          11.62
-----------------------------------------------------------------------------------------------------
  Depreciation                         1,266.67           117.28            7,600.01          29.14
-----------------------------------------------------------------------------------------------------
  Amortization                           285.72            26.46            1,714.34           6.57
-----------------------------------------------------------------------------------------------------
  Web-Site and Promotions                  0.00             0.00            5,230.00          20.05
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
  Total Expenses                      32,114.59         2,973.57          113,232.90         434.18
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
  Net Income                       $ (32,114.59)       (2,973.57)       $ 113,232.90)       (434.18)
---------------------------------===================----------------===================--------------
</TABLE>

                     Discussion Draft For Internal Use Only
                          For Management Purposes Only

















                                       52
<PAGE>


                           BUYER'S DISCLOSURE SCHEDULE

None.








































                                       53
<PAGE>


                                  SCHEDULE 6.1

                              TERMINATED EMPLOYEES

There were no employees. All workers were paid by 1099.















































                                       54