<PAGE>

                      OFFICE AND INDUSTRIAL BUILDING LEASE


                                    LANDLORD:

                    CENTERPOINT REALTY SERVICES CORPORATION,
                             AN ILLINOIS CORPORATION


                                     TENANT:

                           HA-LO INDUSTRIES, INC., AN
                              ILLINOIS CORPORATION



                                      F-1
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                        <C>                                                                                <C>
ARTICLE I                  Lease Terms......................................................................    1
         Section 1.1.      Definitions......................................................................    1
         Section 1.2.      Significance of Definitions......................................................    4
         Section 1.3.      Enumeration of Exhibits..........................................................    4

ARTICLE II                 Premises.........................................................................    4
         Section 2.1.      Lease............................................................................    4

ARTICLE III                Term.............................................................................    4
         Section 3.1.      Term.............................................................................    4
         Section 3.2.      Memorandum of Lease Term.........................................................    5

ARTICLE IV                 Construction of Improvements.....................................................    5
         Section 4.1.      Landlord's Construction Obligation...............................................    5
         Section 4.2.      Plans Approval...................................................................    5
         Section 4.3.      Completion.......................................................................    5
         Section 4.4.      Tenant's Inspection Rights.......................................................    6
         Section 4.5.      Changes..........................................................................    6
         Section 4.6.      Punchlist........................................................................    7
         Section 4.7.      Representatives..................................................................    7
         Section 4.8.      Warranty.........................................................................    7
         Section 4.9.      Delay in Construction............................................................    7

ARTICLE V                  Rent.............................................................................    8
         Section 5.1.      Base Rent........................................................................    8
         Section 5.2.      Interest and Late Charges on Late Payments.......................................    8

ARTICLE VI                 Additional Rent..................................................................    9
         Section 6.1.      Base Rent Adjustment.............................................................    9
         Section 6.2.      Utilities........................................................................   10
         Section 6.3.      Contest of Taxes.................................................................   11

ARTICLE VII                Use..............................................................................   11
         Section 7.1.      Use..............................................................................   11
         Section 7.2.      Prohibited Uses..................................................................   11
         Section 7.3.      No Implied Permission............................................................   11
         Section 7.4.      Rules and Regulations............................................................   11

ARTICLE VIII               Maintenance, Repairs and Replacements of Premises................................   12
         Section 8.1.      A.   Tenant's Obligations........................................................   12
         Section 8.2.      Governmental Requirements........................................................   12
         Section 8.3.      Maintenance Contract.............................................................   12

ARTICLE IX                 Insurance........................................................................   13
         Section 9.1.      Coverage Required................................................................   13
         Section 9.2.      Policies.........................................................................   14
         Section 9.3.      Subrogation......................................................................   14
         Section 9.4.      Miscellaneous Insurance Provisions...............................................   15
         Section 9.5.      Building Insurance...............................................................   16
         Section 9.6.      Insurance Appraisals.............................................................   16
         Section 9.7.      Tenant Payments..................................................................   16

ARTICLE X                  Damage or Destruction............................................................   16

</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                        <C>                                                                                <C>
         Section 10.1      Total Demise.....................................................................   16
         Section 10.2.     Partial Demise...................................................................   17
         Section 10.3.     Termination......................................................................   17
         Section 10.4.     Insurance Deductible.............................................................   17

ARTICLE XI                 Liens............................................................................   17
         Section 11.1.     Lien Claims......................................................................   17
         Section 11.2.     Landlord's Right to Cure.........................................................   18

ARTICLE XII                Tenant Alterations...............................................................   18
         Section 12.1.     Alterations......................................................................   18
         Section 12.2.     Ownership of Alterations.........................................................   19
         Section 12.3.     Signs............................................................................   19
         Section 12.4.     Environmental Impact.............................................................   19

ARTICLE XIII               Condemnation.....................................................................   19
         Section 13.1.     Taking:  Lease to Terminate......................................................   19
         Section 13.2.     Taking:  Lease to Continue.......................................................   19
         Section 13.3.     Tenant's Claim...................................................................   19

ARTICLE XIV                Assignment - Subletting by Tenant................................................   20
         Section 14.1.     No Assignment, Subletting or Other Transfer......................................   20
         Section 14.2.     Operation of Law.................................................................   20
         Section 14.3.     Excess Rental....................................................................   20
         Section 14.4.     Merger or Consolidation..........................................................   20
         Section 14.5.     Unpermitted Transaction..........................................................   21
         Section 14.6.     Permitted Transfers..............................................................   21

ARTICLE XV                 Financial Statements.............................................................   21
         Section 15.1.     Financial Statements.............................................................   21

ARTICLE XVI                Indemnity for Litigation.........................................................   21
         Section 16.1.     Indemnity for Litigation.........................................................   21

ARTICLE XVII               Estoppel Certificates............................................................   22
         Section 17.1.     Estoppel Certificate.............................................................   22

ARTICLE XVIII              Inspection of Premises...........................................................   22
         Section 18.1.     Inspections......................................................................   22
         Section 18.2.     Signs............................................................................   22

ARTICLE XIX                Fixtures.........................................................................   22
         Section 19.1.     Building Fixtures................................................................   22
         Section 19.2.     Tenant's Equipment...............................................................   22
         Section 19.3.     Removal of Tenant's Equipment....................................................   22

ARTICLE XX                 Default..........................................................................   23
         Section 20.1.     Events of Default................................................................   23
         Section 20.2.     Bankruptcy.......................................................................   25
         Section 20.3.     Re-entry.........................................................................   26
         Section 20.4.     No Waiver........................................................................   26
         Section 20.5.     Landlord's Default...............................................................   26

ARTICLE XXI                Landlord's Performance of Tenant's Covenants.....................................   27
         Section 21.1.     Landlord's Right to Perform Tenant's Obligations.................................   27

</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                        <C>                                                                                <C>
ARTICLE XXII               Exercise of Remedies.............................................................   27
         Section 22.1.     cumulative Remedies..............................................................   27
         Section 22.2.     No Waiver........................................................................   27
         Section 22.3.     Equitable Relief.................................................................   28

ARTICLE XXIII              Subordination to Mortgages.......................................................   28
         Section 23.1.     Subordination....................................................................   28
         Section 23.2.     Mortgage Protection..............................................................   28

ARTICLE XXIV               Indemnity and Waiver.............................................................   28
         Section 24.1.     Indemnity........................................................................   28
         Section 24.2.     Waiver of Claims.................................................................   29
         Section 24.3.     Landlord's Indemnity.............................................................   30

ARTICLE XXV                Surrender........................................................................   30
         Section 25.1.     Condition........................................................................   30
         Section 25.2.     Removal of Tenant's Equipment....................................................   30
         Section 25.3.     Holdover.........................................................................   30

ARTICLE XXVI               Covenant of Quiet Enjoyment......................................................   30
         Section 26.1.     Covenant of Quiet Enjoyment......................................................   30

ARTICLE XXVII              No Recording.....................................................................   31
         Section 27.1.     No Recording.....................................................................   31

ARTICLE XXVIII             Notices..........................................................................   31
         Section 28.1.     Notices..........................................................................   31

ARTICLE XXIX               Covenants Run with Land..........................................................   31
         Section 29.1.     Covenants........................................................................   31
         Section 29.2.     Release of Landlord..............................................................   31

ARTICLE XXX                Environmental Matters............................................................   32
         Section 30.1.     Defined Terms....................................................................   32
         Section 30.2.     Tenant's Covenants with Respect to Environmental Matters.........................   33
         Section 30.3.     Conduct of Tenant................................................................   34
         Section 30.4.     Exacerbation.....................................................................   34
         Section 30.5      Rights of Inspection.............................................................   34
         Section 30.6.     Copies of Notices................................................................   35
         Section 30.7.     Tests and Reports................................................................   35
         Section 30.8.     Indemnification..................................................................   36
         Section 30.9      Landlord Representation with Respect to Environmental Matters....................   37
         Section 30.10.    Liability of Landlord............................................................   37

ARTICLE XXXI               Right of First Refusal to Purchase...............................................   37
         Section 31.1      Right of First Refusal to Purchase...............................................   37

ARTICLE XXXII              Miscellaneous....................................................................   38
         Section 32.1.     Captions.........................................................................   38
         Section 32.2.     Severability.....................................................................   38
         Section 32.3.     Applicable Law...................................................................   38
         Section 32.4.     Amendments in Writing............................................................   38
         Section 32.5.     Relationship of Parties..........................................................   38
         Section 32.6.     Brokerage........................................................................   38
         Section 32.7.     No Accord and Satisfaction.......................................................   38

</TABLE>


                                       iii
<PAGE>


<TABLE>
<S>                        <C>                                                                                <C>
         Section 32.8.     Joint Effort.....................................................................   39
         Section 32.9.     Waiver of Jury Trial.............................................................   39
         Section 32.10.    Time.............................................................................   39
         Section 32.11.    Landlord's Consent...............................................................   39
         Section 32.12.    No Partnership...................................................................   39
         Section 32.13     Landlord's Liability.............................................................   39
         Section 32.14.    Rent Absolute....................................................................   39
         Section 32.15.    Tenant Authority.................................................................   39
         Section 32.16.    Entire Agreement.................................................................   40
         Section 32.17.    5980 Lease.......................................................................   41
</TABLE>


                                       iv
<PAGE>


                      OFFICE AND INDUSTRIAL BUILDING LEASE

                  THIS LEASE, made as of this 30th day of November, 1998 between
CENTERPOINT REALTY SERVICES CORPORATION, an Illinois corporation (hereinafter
referred to as "LANDLORD"), and HA-LO INDUSTRIES, INC., an Illinois corporation
(hereinafter referred to as "TENANT").

                                   ARTICLE I

                                  LEASE TERMS

                  SECTION I.1. DEFINITIONS. In addition to the other terms,
which are elsewhere defined in this Lease, the following terms and phrases,
whenever used in this Lease shall have the meanings set forth in this
Subsection, and only such meanings, unless such meanings are expressly
contradicted, limited or expanded elsewhere herein.

                  A.       AREA OF THE BUILDINGS: Approximately 465,344 square
                           feet of space in the Office Building and the
                           Warehouse Building unless Tenant exercises the
                           Warehouse Termination Option in which event the Area
                           of the Buildings shall be approximately 267,344
                           square feet of space in the Office Building.

                  B.       BASE RENT SCHEDULE:

<TABLE>
<CAPTION>
                           PERIOD                                                       ANNUAL BASE RENT
                           <S>                                                          <C>
                           Commencement Date - last day of Lease Year 1                 Area of the Buildings
                                                                                        multiplied by the Initial
                                                                                        Base Rent Rate
</TABLE>

                           Annual Base Rent shall increase by three percent
                           (31/o) on the first day of each Lease Year during the
                           Term.

                  C.       ESTIMATED COMMENCEMENT DATE:  June 30, 2000

                  D.       ESTIMATED TERMINATION DATE:  December 31, 2015

                  E.       FORCE MAJEURE: Any event or circumstance which is
                           beyond the control of Landlord including, without
                           limitation, any delay in securing a building permit
                           or in obtaining all required approvals from any
                           Governmental Authority, strikes, lockouts, picketing
                           (legal or illegal), acts of God or the public enemy,
                           governmental restrictions or actions, fire or other
                           casualty, accidents, unavailability of fuel, power,
                           supplies or materials, unusual adverse weather
                           conditions, acts or omissions of any labor or
                           material contractor or the passage or application of
                           any Legal Requirements or moratorium of any
                           Governmental Authority which is not now in effect
                           which has the effect of preventing or delaying
                           progress on the Initial Improvements or Tenant Delay.

                  F.       FORCE MAJEURE DELAY: Any interruption or delay in the
                           progress of the Initial Improvements which is the
                           result of Force Majeure. Any delay which is the
                           result of Force Majeure shall be deemed to be a Force
                           Majeure Delay.

                  G.       GOVERNMENTAL AUTHORITY: Any federal, regional, state,
                           county or municipal government (including, without
                           limitation, any agency, authority, subdivision,
                           department or bureau thereof.


<PAGE>

                  H.       INITIAL BASE RENT RATE: $15.00 unless (i) Tenant
                           exercises the Warehouse Termination Option in which
                           event the correct amount shall be $24.90 or (ii)
                           Tenant exercises the Warehouse Office Option in which
                           event the correct amount shall be $15.176.

                  I.       INITIAL IMPROVEMENTS: Collectively, the improvements
                           contemplated in the Plans, consisting of the
                           Warehouse Building, the Office Building, building
                           systems and components, parking lot and related
                           improvements to be constructed on the Land
                           approximately as depicted in the preliminary plans
                           and specifications described on EXHIBIT "A" attached
                           hereto and by this reference incorporated herein.

                  J.       Initial Monthly Rent Adjustment Deposit: $169,900.00

                                    (i)     Initial Tax Deposit:  $74,250.00
                                    (ii)    Initial Expense Deposit:  $95,650.00

                  K.       INITIAL TERM: The period commencing as of the
                           Commencement Date and ending on the last day of the
                           fifteenth (15th) Lease Year thereafter.

                  L.       LANDLORD'S BROKER:  None

                  M.       LANDLORD'S MAILING ADDRESS:

                           c/o 1808 Swift Road
                           Oak Brook, Illinois 60523-1501
                           Attn: Mr. Michael M. Mullen
                                 Chief Operating Officer

                  N.       LEGAL REQUIREMENTS: (i) any and all laws, codes,
                           ordinances, requirements, standards, plats, plans,
                           criteria, orders, directives, rules and regulations
                           of any Governmental Authority affecting the
                           improvement, alteration, use, maintenance,.
                           operation, occupancy, security, health, safety and
                           environmental condition of the Premises or any part
                           thereof (or any occupants therein, as the context
                           requires) including, without limitation any
                           Environmental Laws (as hereinafter defined), and (ii)
                           any and all covenants, restrictions, conditions,
                           easements and other agreements of record affecting
                           the Premises and the Reciprocal Easement Agreement,
                           as amended from time to time, and any documents,
                           rules, regulations, standards or criteria set forth
                           or referenced therein or promulgated by the Landlord
                           or any governing body or entity exercising
                           jurisdiction over the Premises, in any case, whether
                           in force at the Commencement Date or passed, enacted
                           or imposed at some time in the future, and shall
                           include all permits, licenses, certificates,
                           authorizations and approvals required in connection
                           with any of the foregoing.

                  0.       OFFICE BUILDING: The seven (7)-story office building
                           (plus a basement) containing approximately 267,344
                           square feet of space to be constructed on the Land as
                           a part of the Initial Improvements.

                  P.       PLANS: The plans and specifications to be prepared by
                           the Project Architect for the construction of the
                           Initial Improvements in accordance with Section 4.2
                           hereof, which Plans shall be substantially in
                           accordance with the preliminary plans and
                           specifications described on EXHIBIT "A".

                  Q.       PROJECT ARCHITECT:  Murphy/Jahn, Inc.

                  R.       RECIPROCAL EASEMENT AGREEMENT: Such easements, if
                           any, over, upon and across the Premises and other
                           property as are reasonably required to provide for
                           ingress, egress, drainage, detention, access to
                           utilities and services, maintenance of common
                           elements



                                       2
<PAGE>

                           and services and the sharing of expenses thereof, and
                           similar rights customary among several parcels
                           comprising a single commercial development.

                  S.       SUBSTANTIAL COMPLETION OR SUBSTANTIAL COMPLETION
                           DATE: The earlier to occur of (i) the date on which
                           Landlord receives a permanent temporary or
                           conditional certificate of occupancy from the Village
                           for the Initial Improvements which does not prohibit
                           the Tenant from occupying the Premises for the
                           purpose of conducting its business; provided,
                           however, if such certificate is not issued due to the
                           failure to complete any work not a part of the Plans,
                           such certificate shall, be deemed to have issued, or
                           (ii) the date the Project Architect states in writing
                           that the Initial Improvements are substantially
                           completed in accordance with the Plans (as such Plans
                           may be revised from time to time in accordance with
                           the terms of this Lease) which enables Tenant to move
                           in and use the Premises to conduct its business.

                  T.       TENANT DELAY: Any interruption or delay in the
                           progress of the Initial Improvements which is the
                           result of: (i) the failure of Tenant to approve the
                           Plans or any portion thereof; (ii) changes in
                           construction requested by Tenant or any member of the
                           Tenant Group which results in actual delay; (iii) the
                           performance or non-performance of any work at, or
                           services' with respect to, the Premises by Tenant or
                           any member of the Tenant Group which results in
                           actual delay, or (iv) any other act or omission of
                           Tenant, any member of the Tenant Group or any person,
                           firm or entity claiming by, through or under any of
                           them.

                  U.       TENANT GROUP: Any or all of Tenant's agents,
                           employees, representatives, contractors, workmen,
                           mechanics, suppliers, customers, guests, licensees,
                           invitees, sublessees, assignees and all of their
                           respective successors and assigns or any party
                           claiming by, through or under any of them.

                  V.       TENANT'S BROKER:  Jupiter Brokerage Services, L.L.C.

                  W.       TENANT'S MAILING ADDRESS:

                           PRIOR TO THE COMMENCEMENT DATE:
                           5980 Touhy Avenue
                           Niles, Illinois
                           Attn:  Mr. Lou Weisbach

                           AFTER THE COMMENCEMENT DATE:
                           5700 Touhy Avenue
                           Niles, Illinois
                           Attn:  Mr. Lou Weisbach

                  X        TERM: The Initial Term as same may be extended or
                           sooner terminated.

                  Y.       TOTAL PROJECT COSTS: All hard and soft costs incurred
                           by Landlord relating to the Initial Improvements
                           including, but not limited to, the cost of all
                           materials, supplies, equipment and labor,
                           architectural and engineering fees, interior design
                           costs, sitework, landscaping, land costs, carry
                           costs, loan fees, legal, taxes, commission and
                           management fees.

                  Z.       USE: Office, storage and distribution of general
                           merchandise and light manufacturing in the Warehouse
                           Building and office in the Office Building and,
                           subject to the terms and conditions of this Lease,
                           any other use permitted by all Legal Requirements.

                  AA.      VILLAGE:  The Village of Niles, Illinois.



                                       3
<PAGE>

         AB.      WAREHOUSE BUILDING: The warehouse building containing
                  approximately 198,000 square feet of space to be
                  constructed on the Land as a part of the Initial
                  Improvements.

         AC.      WAREHOUSE OFFICE OPTION: The option of Tenant to
                  require Landlord to build out certain office space in
                  the Warehouse Building as described in Section 4.5
                  below.

         AD.      WAREHOUSE TERMINATION OPTION: The option of Tenant to
                  exclude the Warehouse Building as apart of the
                  Initial Improvements as described in Section 4.10
                  below.

         SECTION I.2. SIGNIFICANCE OF DEFINITIONS. Each reference in this Lease
to any of the Definitions contained in Section 1. 1 of this Article shall be
deemed and construed to incorporate all of the terms provided under each such
Definitions.

         SECTION I.3. ENUMERATION OF EXHIBITS. The exhibits in this Section and
attached to this Lease are incorporated in this Lease by this reference and are
to be construed as a part of this Lease.

         EXHIBIT "A" - Preliminary Plans and Specifications
         EXHIBIT "B" - Legal Description of Land on Survey
         EXHIBIT "C" - Landlord Services
         EXHIBIT "D" - Form of Estoppel Certificate
         EXHIBIT "E" - Environmental Reports
         EXHIBIT "F" - Shell and Core Office Improvements

                                   ARTICLE II

                                    PREMISES

         SECTION II.1. LEASE. Landlord, the owner of fee simple tide to the
Premises, for and in consideration of the rents herein reserved and of the
covenants and agreements herein contained on the part of Tenant to be kept,
observed and performed, does by these presents, lease to Tenant, and Tenant
hereby leases from Landlord, the Office Building and the Warehouse Building
(hereinafter collectively referred to as the "BUILDINGS") and the other Initial
Improvements being depicted in the preliminary plans and specifications
described on EXHIBIT "A" to be constructed by Landlord on the real estate
located on Touhy Avenue in Niles, Cook County, Illinois legally described on the
survey found on EXHIBIT "B" attached hereto and by this reference incorporated
herein (all of said real estate is hereinafter referred to as the "LAND"). The
Land, Initial Improvements and other improvements now or hereafter constructed
on the Land are hereinafter collectively referred to as the "Premises". The
demise of the Premises is subject to the Legal Requirements.

                                  ARTICLE III

                                      TERM

         SECTION III.1. TERM. The Initial Term of this Lease shall commence on
the date (hereinafter referred to as the "COMMENCEMENT DATE") which is the
Substantial Completion Date, which date is estimated to be the Estimated
Commencement Date, and shall end on the last day of the fifteenth (15th) Lease
Year thereafter unless sooner terminated as herein set forth. The term "LEASE
YEAR" when used in this Lease shall mean a twelve (12) month period commencing
(i) as to the first Lease Year, on the date (hereinafter referred to as the
"FIRST LEASE YEAR COMMENCEMENT DATE") which is the Commencement Date if same is
the first (1st) day of a calendar month or the first (1st) day of the next full
calendar month after the Commencement Date if same does not occur on the first
(1st) day of a calendar month, and (ii) as to subsequent Lease Years, on the
annual anniversary date of the First Lease Year Commencement Date. Concurrent
with the actual Commencement Date of this Lease, Tenant shall deliver to
Landlord an estoppel certificate in accordance with Article XVII hereof. Tenant
may not occupy either



                                       4
<PAGE>

the Office Building or the Warehouse Building for the purpose of conducting
business prior to the Commencement Date.

         SECTION III.2. MEMORANDUM OF LEASE TERM. Landlord and Tenant shall
execute an instrument fixing the actual Commencement Date and termination of the
Initial Term of this Lease at the request of either Landlord or Tenant.

                                   ARTICLE IV

                          CONSTRUCTION OF IMPROVEMENTS

         SECTION IV.1. LANDLORD'S CONSTRUCTION OBLIGATION. Subject to the term
and conditions of this Article IV, Landlord shall, at its sole cost and expense,
construct or cause to be constructed the Initial Improvements on the Land in
accordance with the Plans. Notwithstanding the foregoing, the Total Project
Costs (including the changes referenced in the last grammatical paragraph of
Section 4.5 hereof) shall not exceed the sum of $70,601,000.00 (hereinafter
referred to as "Maximum Costs"). In the event that Tenant elects the Warehouse
Termination Option, the Maximum Costs shall be reduced by the Total Project
Costs relating to the Warehouse Building and Warehouse Improvements and a
proportionate share of the charges referred to in the last grammatical paragraph
of Section 4.5 hereof. Tenant shall pay to Landlord the portion of the Total
Project Costs in excess of the Maximum Costs on die Commencement Date, limited
to the extent such excess is due directly to Tenant's request for materials or
Labor in addition to that which is required by the preliminary plans and
specifications described on EXHIBIT "A" ("Tenant Changes"). Landlord shall pay
all costs in excess of the Maximum Costs to the extent the same are not a result
of Tenant Changes and the existence of such excess costs shall not relieve
Landlord of its responsibility hereunder to construct all Initial Improvements
as provided in this Lease.

         Landlord agrees that all services and work performed in connection with
the Initial Improvements shall be done in a good and workmanlike manner using
only new material, and shall be performed substantially in accordance with
applicable Legal Requirements, including, but not limited to, the Americans with
Disabilities Act. Notwithstanding the foregoing, Landlord shall not be obligated
to construct any improvements shown in the Plans or the preliminary plans and
specifications described on EXHIBIT "A" to the extent any portion of the
preliminary plans and specifications expressly exclude said improvements. In the
event of any such inconsistency, the portion of the Plans or preliminary plans
and specifications providing for an exclusion shall control.

         SECTION IV.2. PLANS APPROVAL. Landlord shall cause the Project
Architect to prepare Plans acceptable to Landlord. The Plans are subject to
Tenants approval (which shall not be unreasonably withheld or delayed). If
Tenant does not approve the Plans (or any component thereof submitted to
Tenant), Tenant shall advise Landlord in reasonable detail of the reasons for
such disapproval. Tenant shall comment on the Plans (or any component thereof
submitted to Tenant) and each revision thereof within five (5) days after
receipt from Landlord. In the event that Tenant does not disapprove of the Plans
(or any component thereof submitted to Tenant) within said five (5)-day period,
the Plans (or applicable component thereof) shall be deemed approved. Tenant may
not object to any changes as may be incorporated in the Plans necessary to
obtain the approval of the Village ("VILLAGE CHANGES"), unless such changes
result in a material and substantial change in the scope of the Plans in which
event Tenant's approval (which approval shall not be unreasonably withheld or
delayed) shall be required- All Village Changes shall be deemed to be changes
requested by Tenant and shall be subject to Section 4.5 below; provided,
however, if the performance of the Village Changes reduces Total Project Costs,
Tenant shall be entitled to a credit in the amount of said reduction against
either Rent due hereunder or its obligations under Section 4.5.

         SECTION IV.3. COMPLETION. Landlord shall diligently proceed with the
construction of the initial Improvements upon approval of the Plans by Landlord,
Tenant and the Village. Landlord shall use its best efforts to substantially
complete the Initial Improvements and deliver possession thereof to Tenant on or
before the Estimated Commencement Date; provided, however, if construction is
delayed because of any Force Majeure Delays, then the time of completion of such
construction shall be extended for the additional time caused by such Force
Majeure Delays without liability on the part of Landlord, provided notice of
such delays are provided by Landlord to Tenant Notice of all such Force Majeure
Delays shall be provided once per calendar month and shall



                                       5
<PAGE>

detail all Force Majeure Delays occurring within the preceding calendar month.
Each notice shall explain the Force Majeure Delays and indicate the number of
days the Estimated Commencement Date was or will be actually delayed.

         SECTION IV.4. TENANT'S INSPECTION RIGHTS. Landlord shall exercise
reasonable efforts to keep Tenant advised with respect to the progress of the
construction of the Initial Improvements and the estimated date of Substantial
Completion, and Landlord shall notify Tenant in writing as soon as Substantial
Completion occurs as provided herein. During the construction of the Initial
Improvements and subject to Landlord's reasonable scheduling requirements,
Tenant shall have the right to inspect the Premises to monitor the progress of
construction of the Initial Improvements; provided, however, that such right may
not be exercised unless Tenant has: (i) given Landlord at least three (3)
business days' prior written notice of the date and time Tenant intends to
exercise such inspection right; and (ii) Tenant and/or Tenant's architect are
accompanied at all times during the course of said inspection by Landlord and
Landlord's representative or the Project Architect, or (iii) unless otherwise
agreed to by Landlord and Tenant without notice and by mutual consent.

         SECTION IV.5. CHANGES. In the event that any materials specified in the
Plans are unavailable, Landlord reserves the right to substitute materials of
higher or equal quality. Tenant may propose one or more changes to the Plans to
Landlord any time before the Substantial Completion Date, subject to the
approval of Landlord and the Village. As promptly as reasonably practicable
after the receipt and approval thereof, Landlord shall provide Tenant with a
written estimate of the Force Majeure Delay in the Substantial Completion Date
and the amount of the additional cost to complete the Initial Improvements which
will result from such change (whether hard costs or soft costs), which costs
shall be: (i) the cost of all materials, supplies, equipment and labor used or
supplied in making the proposed change, including general conditions and any
contractor's fees (which general conditions and contractor's fees shall be
fifteen percent (15%) of such costs); (ii) any architect and engineer fees;
(iii) soft costs; and (iv) fees and expenses of architects, engineers and other
third party consultants in connection with review or approval of changes in
Plans. If Tenant fails to approve of the revised Plans and associated estimate
within five (5) business days after delivery of the same, Tenant shall be deemed
to have abandoned its request for such change, and the Initial Improvements
shall be constructed in accordance with the then existing Plans. If Tenant
approves the revised Plans and associated estimate within said five (5) business
day period by signing and returning a copy of Landlord's estimate, Landlord
shall cause the Initial Improvements to be constructed in accordance with the
Plans as so revised. Tenant shall pay Landlord the amount of such additional
costs within five (5) business days after Landlord submits to Tenant a bill for
such additional costs as are then due and payable from time to time. Subject to
the last paragraph of this Section 4.5, Landlord shall not have any obligation
to commence any work relating to such changes until Landlord has been paid the
cost of the estimate in full and in the event that the additional costs are not
paid within said five (5) business day period, Tenant shall be deemed to have
abandoned its request for such changes and the Initial Improvements shall be
constructed in accordance with the then existing Plans. Unless requested in
writing by Tenant to the contrary, Landlord shall continue with construction of
the Initial Improvements according to the then existing Plans during the
pendency of any proposed change in the Plans until such change and cost estimate
are approved by Landlord and Tenant as provided above. Any halt in construction
requested in writing by Tenant shall constitute a Tenant Delay hereunder. If
Tenant requests a change to the Plans pursuant to this Section 4.5, and Tenant
does not ultimately approve of the resulting revised Plans or cost estimates,
Tenant shall promptly reimburse Landlord, as Additional Rent, for any reasonable
costs and expenses resulting from such requested changes incurred by Landlord.
Landlord may make changes to the Plans without Tenant's consent, provided that:
(i) such changes (a) will not create any additional monetary obligation for
Tenant under this Lease, (b) are in material conformity with the Plans (as may
have been previously revised by permissible Tenant and/or Landlord changes
thereto), and (c) will not decrease the quality of any component of the Initial
Improvements; or (ii) such changes are required by any applicable Legal
Requirements.

         Notwithstanding the foregoing, Tenant shall have the option ("WAREHOUSE
OFFICE OPTION") to have Landlord install 20,000 square feet of office space in
the Warehouse Building. If Tenant exercises the Warehouse Office Option,
Landlord will install said improvements as part of the Initial Improvements at a
cost not to exceed $800,000.00. Tenant must exercise the Warehouse Office Option
by delivery of notice of the exercise of the Warehouse Office Option to Landlord
on or before April 1, 1999. In the event that Landlord does not receive such a
notice from Tenant on or before said date, Tenant shall be deemed to have waived
its right to require Landlord to install said office space in the Warehouse
Building.



                                       6
<PAGE>

         Notwithstanding the foregoing, Tenant may, at Tenant's option, to be
exercised by Tenant by written notice to Landlord within five (5) business days
after receipt of Landlord's estimate of the cost of any changes, request that
Landlord increase Base Rent as a result of changes; provided, however, once the
cost of all changes requested by Tenant exceeds THREE MILLION AND NO/100
($3,000,000.00) DOLLARS in the aggregate Tenant must pay the excess amount to
Landlord as provided above. In the event that Tenant exercises this option,
Annual Base Rent for the period commencing on the Commencement Date and ending
on the last day of Lease Year 1, shall increase by the amount of the cost of
such changes multiplied by 0.1075. Thereafter Annual Base Rent as increased
pursuant to this paragraph shall further increase annually by three percent (3%)
as provided in Section 1.1B. In the event Tenant fails to exercise said option
in a timely fashion, the option shall be deemed terminated and Tenant shall pay
all costs to Landlord as provided above.

         SECTION IV.6. PUNCHLIST. Before Tenant takes occupancy of the Premises
but no later than five (5) business days after the Substantial Completion Date,
Landlord, the Project Architect and Tenant shall conduct an inspection of the
Premises, and work in good faith to jointly prepare a list of the portion of the
Initial Improvements which remain incomplete (hereinafter referred to as the
"PRE-OCCUPANCY PUNCHLIST"). Within ten (10) days following the date Tenant first
occupies all or any portion of the Premises, Landlord, the Project Architect and
Tenant shall conduct an additional inspection of the Premises, and work in good
faith to jointly prepare a supplement to the Pre-Occupancy Punchlist containing
such items as may be difficult to discover or ascertain prior to Tenants
occupancy, but excluding: (i) any items theretofore corrected by Landlord; and
(ii) any damage caused by any act or omission of Tenant or any member of the
Tenant Group or any party claiming by, through or under any of them (the
Pre-Occupancy Punchlist, as so supplemented is collectively referred to as the
"FINAL PUNCHLIST"). Except as otherwise expressly provided in this Lease, any
item not on the Final Punchlist which are patently obvious or readily
determinable by Tenant shall be deemed accepted by Tenant. Tenant shall provide
reasonable access to Landlord, its employees, agents and contractors for
purposes of the repair and correction of any punchlist items. Landlord shall
complete all Final Punchlist items as soon as is reasonably practicable after
such Final Punchlist items are finally determined subject to extension due to
any Force Majeure Delays.

         SECTION IV.7. REPRESENTATIVES. Landlord designates Michael M. Mullen or
Fred Reynolds or their designee as its representative for all purposes of this
Article IV. Tenant designates Louis Weisbach or Richard Magid or their designee
as its representative for all purposes of this Article IV. Wherever the terms of
this Article IV require any notice to be given to or by a party, or any
determination or action to be made or taken by a party, the representative of
each party shall act for and on behalf of such party, and the other party shall
be entitled to rely thereon. Either party may designate one or more substitute
representatives for all or a specified portion of the provisions of this Article
IV, subject to notice to the other party of the identity of such substitute
representative.

         SECTION IV.8. WARRANTY. Landlord represents that it shall obtain (i) a
warranty (hereinafter referred to as the "CONTRACTOR WARRANTY") against
defective materials and workmanship with respect to the Initial Improvements
from the general contractor retained by Landlord to construct the Initial
Improvements, for a period of three (3) years from Substantial Completion of the
Initial Improvements; and (ii) a warranty against defects in the roof for a
period of ten (10) years from Substantial Completion thereof from the roof
manufacturer. Tenant shall notify Landlord in writing of any defective condition
occurring with respect to the Initial Improvements promptly following Tenant's
discovery thereof and Landlord shall promptly request that the party issuing the
warranty perform any remedial work required to be performed under such warranty.
If the general contractor does not comply (or cause its subcontractors or
material suppliers, as applicable, to promptly comply) with its obligations
under the Contractor Warranty, Landlord shall, promptly after written notice
from Tenant of a defective condition that has not been remedied by the general
contractor, so long as the initial notice to Landlord is given to Landlord
within the three (3) year period of time after Substantial Completion, cure the
defective condition covered by the Contractor Warranty at Landlord's cost.

         SECTION IV.9. DELAY IN CONSTRUCTION. In the event that the Commencement
Date does not occur on or before December 31, 2000 (hereinafter referred to as
the "OUTSIDE DATE"), then Tenant may, by written notice delivered to Landlord
not more than ten (10) days after the Outside Date, terminate this Lease and
neither party shall have any further obligation to the other. Notwithstanding
the foregoing, the Outside Date shall be extended due to any Force Majeure
Delays, on a day for day basis.



                                       7
<PAGE>

         SECTION IV.10. WAREHOUSE TERMINATION. Tenant shall have the option
("WAREHOUSE TERMINATION OPTION") to request that the Initial Improvements
exclude the Warehouse Building and related building systems, components, parking
lot and improvements (collectively, the "WAREHOUSE IMPROVEMENTS"). The Warehouse
Termination Option shall terminate and Tenant shall be deemed to have elected to
waive its right to exercise the Warehouse Termination Option unless Tenant
delivers written notice of its exercise of said option to Landlord on or before
April 1, 1999. In the event Tenant properly exercises the Warehouse Termination
Option on or before April 1, 1999, notwithstanding any other term or condition
contained herein, Landlord shall not have any obligation to construct the
Warehouse Improvements, the term "Initial Improvements" shall not include the
Warehouse Improvements and the terms "Buildings" and "Premises" shall not
include the Warehouse Building or Warehouse Improvements.

         SECTION IV.11. OFFICE BUILDING OFFICE SPACE. The preliminary plans and
specifications described on EXHIBIT "A" includes the office improvements in the
Office Building described on EXHIBIT "F" attached hereto and by this reference
made a part hereof ("Office Improvements"), the cost of which is estimated to be
$24.48 per square foot area of the office space in the Office Building
("Original Office Costs"). In addition thereto, Tenant may request or perform
further improvements to the office space in the Office Building costing up to an
additional $20.00 per square foot of office space in the Office Building
provided the aggregate costs of all improvements to the Office Building shall
not exceed $44.48 per square foot area of office space in the Office Building.
All of the improvements described in this Section 4.11 shall be incorporated
into the Initial Improvements at Landlord's cost and expense. In the event the
actual cost of the Office Improvements ("Actual Cost") is less than the Original
Office Costs as a result of changes or substitutions requested by Tenant, then,
provided the aggregate cost thereof does not exceed the difference between the
Original Office Cost and the Actual Cost, Tenant may request that Landlord
perform additional improvements to the Office Building or Tenant may perform
additional improvements to the Office Building at Landlord's cost up to the
amount of said difference. Any payments of Landlord hereunder as reimbursement
for work performed by Tenant shall be disbursed directly to Tenant's contractors
upon receipt of documentation and in a manner reasonably satisfactory to
Landlord.

                                    ARTICLE V

                                      RENT

         SECTION V.1. BASE RENT. In consideration of the leasing aforesaid,
Tenant agrees to pay Landlord, without offset or deduction, base rent for the
Initial Term ("BASE RENT") in the amount of the Annual Base Rent set forth in
the Base Rent Schedule. Annual Base Rent shall increase by three percent (3%) on
the first day of each Lease Year during the Term. The Annual Base Rent shall be
paid in advance, in twelve (12) equal monthly installments, commencing on the
Commencement Date (prorated for any partial month) and continuing on the first
(1st) day of each month thereafter for the balance of the Term of this Lease,
and in addition thereto, shall pay such charges as are herein described as
"ADDITIONAL RENT". The term "RENT" when used in this Lease shall include an Base
Rent payable under this Section 5.1, as well as the charges herein described as
Additional Rent, and all other sums due from Tenant to Landlord hereunder. All
Rent payable hereunder shall be payable to Landlord at Landlord's Mailing
Address, or as Landlord may otherwise from time to time designate in writing.

         SECTION V.2. INTEREST AND LATE CHARGES ON LATE PAYMENTS. Tenant
acknowledges that its late payment of any Rent will cause Landlord to incur
certain costs and expenses not contemplated under this Lease, the exact amount
of which is extremely difficult or impracticable to fix. Such costs and expenses
will include, without limitation, loss of use of money, administrative and
collection costs and processing and accounting expenses. Therefore, if any
installment of monthly Base Rent is not received by Landlord within ten (10)
days of the date when due or any other sum due hereunder is not paid within ten
(10) days of the date when due, Tenant shall immediately pay to Landlord a late
charge equal to three percent (3%) of the unpaid amount. Landlord and Tenant
agree that this late charge represents a reasonable estimate of costs and
expenses incurred by Landlord from, and is fair compensation to Landlord for,
its loss suffered, by such non-payment by Tenant. Acceptance of the late charge
shall not constitute a waiver of Tenants default with respect to such
non-payment by Tenant or prevent Landlord from exercising any other rights and
remedies available to Landlord under this Lease. Rent not paid within thirty
(30) days of the date when due shall bear interest from the date when the same
is payable under the



                                       8
<PAGE>

terms of this Lease until the same shall be paid at an annual rate of interest
equal to the rate of interest announced from time to time by LaSalle National
Bank as its Prime Rate, plus three percent (3%), unless a lesser rate shall then
be the maximum rate permissible by law, in which event said lesser rate shall be
charged ("LEASE INTEREST RATE"). The term "PRIME RATE" means that rate of
interest announced by LaSalle National Bank ("LASALLE") from time to time as its
"Prime Rate" of interest, changing automatically and simultaneously with each
change in the Prime Rate made by LaSalle from time to time. Any publication
issued or published by LaSalle from time to time or a certificate signed by an
officer of LaSalle stating its Prime Rate as of a date shall be conclusive
evidence of the Prime Rate on that date. Failure to pay the late charge and
interest shall constitute a default under this Lease.

                                   ARTICLE VI

                                ADDITIONAL RENT

               SECTION VI.1.  BASE RENT ADJUSTMENT. In addition to the Base
Rent payable by Tenant hereunder, Tenant shall pay to Landlord, as Additional
Rent the Rent Adjustment described in this Section 6.1 without set off or
deduction. Until such time as Tenant receives the first Adjustment Statement
provided for in clause (C) of this Section 6.1, Tenant shall, commencing on
the Commencement Date and on the first (1st) day of each and every month
thereafter, make the Initial Monthly Rent Adjustment Deposit specified in
Article I hereof.

               A. For the purposes of this Lease:

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

                  (2) 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 Project,
         the Land, appurtenances and personal property used in conjunction
         therewith. Expenses shall not include (i) depreciation charges, (ii)
         interest and principal payments on mortgages, (iii) real estate
         brokerage and leasing commissions, (iv) legal fees for the negotiation
         or enforcement of leases, (v) cost of repair from a casualty or taking,
         (vi) repairs under the Contractor Warranty and (vii) repairs or
         replacements paid by insurance proceeds.

                  (3) The term "Rent Adjustments" shall mean all amounts owed by
         Tenant as Additional Rent on account of Expenses or Taxes, or both.

                  (4) The term "Rent Adjustment Deposit" shall mean an amount
         equal to Landlord's estimate of Rent Adjustments due for any Calendar
         Year made from time to time during the Term.

                  (5) 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, winch
         accrue during the Term and are levied or assessed or become a lien
         against the Project or any portion thereof in any Calendar Year during
         the Term and any tax in substitution of any of the foregoing; provided,
         however, in determining the income of Landlord with respect to any such
         substituted tax, only the income derived from the Building shall be
         included. 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 of
         Landlord used in connection with the operation of the Building.

               B. Tenant shall pay to the Landlord as Additional Rent all
          Expenses and Taxes attributable to each Calendar Year of the Term. The
          amount of Taxes attributable to a Calendar Year shall be the amount
          assessed for any such Calendar Year, even though the assessment for
          such Taxes may be payable in a different Calendar Year.



                                       9
<PAGE>

               C. As security for the obligations contained in Section 6.1.,
          Tenant shall deposit monthly with Landlord, or such other entity as
          Landlord may designate, on the first (1st) day of each and every month
          of the Term, a sum equal to one twelfth (1/12) of Landlord's estimate
          of the current amount of Taxes levied with respect to the Premises and
          Expenses. All monthly deposits shall be kept separate and apart by
          Landlord and shall be held by Landlord in such segregated account or
          accounts as may be authorized by the then current state or federal
          banking laws, rules or regulations. The monthly deposits shall be used
          as a fund to be applied, to the extent thereof, to the payment of
          Taxes and Expenses, as the same become due and payable. The existence
          of said fund shall not limit or alter Tenant's obligation to pay the
          Taxes and Expenses for which the fund was created. Tenant shall not be
          entitled to interest on said fund. Tenant shall pay Landlord as its
          monthly deposit for the period commencing on the Commencement Date and
          terminating on the December 31st immediately thereafter the Initial
          Monthly Rent Adjustment Deposit. On or prior to each December 31st
          occurring within the Term, Landlord shall advise Tenant as to
          Landlord's estimate of the Monthly Rent Adjustment Deposits that will
          be required for the next Calendar Year (as hereinafter defined).

               D. As soon as reasonably feasible after the expiration of each
          Calendar Year contained within the Term, Landlord will furnish Tenant
          a statement (hereinafter referred to as the "ADJUSTMENT STATEMENT")
          showing the following:

                  (1) Actual Taxes and Expenses for the Calendar Year last ended
          and the amount of Taxes and Expenses payable by Tenant for such
          Calendar Year,

                  (2) The amount of Additional Rent due Landlord for the
          Calendar Year last ended, less credits for monthly deposits paid, if
          any; and

                  (3) The monthly deposits due in the current Calendar Year.

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

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

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

          During the last Calendar Year, Landlord may include in the monthly
          deposits its estimate of the Additional Rent which may not be finally
          determined until after the expiration of the Term. Tenant's obligation
          to pay such Additional Rent shall survive the Term.

              F. Tenant's payment of the monthly deposits for each Calendar
          Year shall be credited against the Additional Rent for such Calendar
          Year. If the monthly deposits paid by Tenant for any Calendar Year
          exceed the Additional Rent due for such Calendar Year, then Landlord
          shall give a credit to Tenant in an amount equal to such excess
          against the Additional Rent due for the next succeeding Calendar Year,
          except that if any such excess relates to the last Calendar Year of
          the Term, then, provided that no default of Tenant exists hereunder,
          Landlord shall refund such excess to Tenant

               SECTION VI.2.  UTILITIES. Tenant shall pay, directly to the
appropriate supplier, all costs of natural gas, electricity, heat, light,
power, sewer service, telephone, water, refuse disposal and other utilities
and services supplied to the Premises. Landlord shall not in any way be
liable or responsible to Tenant for any cost or damage or expense which
Tenant may sustain or incur if either the quality or character of such
service is changed or is no longer available or suitable for Tenants
requirements.


                                       10
<PAGE>

               SECTION VI.3.  CONTEST OF TAXES. Tenant shall, at its sole
cost and expense, contest the imposition of any Taxes against the Land and
Improvements in accordance with applicable law with counsel reasonably
acceptable to Landlord. In the event that Tenant fails to contest Taxes,
Tenant shall forfeit its right to contest Taxes for the remainder of the
Term. In such event (i) Landlord shall, in its discretion, have the right to
contest the imposition of Taxes, (ii) Taxes shall include all of Landlord's
reasonable costs and expenses, including legal fees and court costs, in
pursuing any such contest whether or not Landlord is successful in such
contest, and (iii) there shall be deducted from Taxes the amount of any Taxes
refunded in any Calendar Year, provided said refund relates to an assessment
year included within the Term of the Lease.

                                  ARTICLE VII

                                      USE

               SECTION VII.1.  USE. The Premises shall be used for the Use
only, and for no other purpose.

               SECTION VII.2.  PROHIBITED USES. Tenant shall not permit the
Premises, to be used in such manner which impairs Landlord's right, title or
interest in the Premises or any portion thereof, or in such manner which
gives rise to a claim or claims of adverse possession or of a dedication of
the Premises or any portion thereof for public use. Tenant shall not use or
occupy the Premises, in whole or in part, to be used or occupied, or do or
permit anything to be done in or on the Premises, in whole or in part, in a
manner which would in any way violate any certificate of occupancy affecting
the Premises, or make void or voidable any insurance then in force with
respect thereto, or which may make it impossible to obtain fire or other
insurance thereon or which would render the insurance risk more hazardous, or
which will cause or be apt to cause the structural injury to the Premises or
any part thereof, or which would cause the value or usefulness of the
Premises or any part thereof to diminish (other than normal wear and tear),
and shall not use or occupy or permit the Premises to be used or occupied, in
whole or in part, in a manner which may violate and shall comply with any
present or future, ordinary or extraordinary, foreseen or unforeseen, Legal
Requirements. Where Landlord is liable for compliance with Legal Requirements
regarding construction of the Initial Improvements, then Tenant's use of the
Premises will not be construed as a prohibited use. Tenant will not do or
permit or suffer any public or private waste, damage, impairment or injury to
or upon the Premises or any part thereof.

               SECTION VII.3.  NO IMPLIED PERMISSION. Except as otherwise
expressly provided herein, nothing in this Lease contained shall authorize
Tenant to do or permit or suffer any act which shall in any way encumber the
fee title of Landlord in and to the Premises or any interest therein. The
title, interest or estate of Landlord in the Premises shall not be in any way
subject to any claim by way of lien or encumbrance, whether arising by
operation of law or by virtue of an express or implied contract by Tenant.
Any claim to a lien or encumbrance upon the Premises arising from any act of
omission of Tenant shall accrue only against the Tenant's leasehold estate
and shall in all respects be subject and subordinate to the paramount title
and right of Landlord in and to the Premises. Every person furnishing,
manufacturing or preparing any material, fixtures, apparatus or machinery
for, or on account of, the Premises or any other improvements now or
hereafter erected, or the appurtenances or furnishings therein, or performing
any labor or services in, upon or about the Premises, or the improvements or
appurtenances, or dealing in any way with Tenant or anyone claiming by,
through or under Tenant shall take and be held charged with notice of this
condition, and shall have and acquire no lien upon Landlord's estate or
interest through the furnishing of such material, fixtures, apparatus,
machinery, labor or services.

               SECTION VII.4.  RULES AND REGULATIONS. In amplification and
not in limitation of the foregoing provisions of Article VII, Tenant shall
not permit any portion of the Premises to be used by any person or persons or
by the public, as such, at any time or times during the Term in such manner
as might reasonably tend to impair title to the Premises or any portion
thereof, or in such manner as might reasonably make possible a claim or
claims of adverse use, adverse possession, prescription, dedication or other
similar claims of, in, to or with respect to the Premises or any part thereof
or estate therein.


                                       11
<PAGE>

                                  ARTICLE VIII

               MAINTENANCE, REPAIRS AND REPLACEMENTS OF PREMISES

         SECTION VIII.1. A. TENANT'S OBLIGATIONS. Subject to the Landlord's
obligations set forth in Sections 4.8 above and 8.1B below, Tenant agrees, at
Tenant's sole cost and expense, to take good care of the Premises and keep and
maintain same and all parts thereof, including, but not limited to, the Initial
Improvements, the entire interior and exterior thereto, all floors, floor
coverings, roof, structure, windows, glass, plate glass, ceilings, skylights,
interior and exterior and demising walls, doors, electrical systems, lighting
fixtures and equipment, plumbing systems and fixtures, sprinkler systems,
heating, ventilating and air conditioning systems, loading docks, areas and
doors, rail space areas, fences and signs, and all other pipes, mains, water,
sewer and gas connections and all other fixtures, machinery, apparatus,
equipment and appurtenances now or hereafter belonging to, connected with or
used in conjunction with the Premises together with any and all alterations and
additions thereto, in good order, condition and repair, suffering no waste or
injury. Subject to the Landlord's obligations set forth in Sections 4.8 above
and 8.1B below, Tenant shall, at its sole cost and expense, promptly make all
necessary repairs and replacements, ordinary as well as extraordinary, foreseen
as well as unforeseen, in and to the Premises, including but not limited to the
entire interior and exterior of the Initial Improvements, any equipment now or
hereafter located in or on the Premises, all floors, floor coverings, roof,
structure, windows, glass, plate glass, ceilings, skylights, interior and
demising walls, doors, electrical systems, lighting fixtures and equipment,
plumbing systems and fixture, sprinkler systems, heating, ventilating and air
conditioning systems, loading docks, areas and doors, rail space areas, fences
and signs, connections, pipes, mains, water, sewer and connections, and all
other fixtures, machinery, apparatus, equipment and appurtenances now or
hereafter belonging to, connected with or used in conjunction with the Premises.
All such maintenance, repairs and replacements shall be of first class quality
and sufficient for the proper maintenance and operation of the Premises. Tenant
shall keep and maintain the Premises safe, secure and clean, specifically
including, but not by way of limitation, removal of waste and refuse matter.
Tenant shall not permit anything to be done upon the Premises (and shall perform
all maintenance and repairs thereto so as not) to invalidate, in whole or in
part, or prevent the procurement of any insurance policies which may, at any
time, be required under the provisions of this Lease. Tenant shall not obstruct
or permit the obstruction of any parking area, adjoining street or sidewalk
absent the consent of Landlord, which consent shall not be unreasonably
withheld.

               B. LANDLORD'S OBLIGATIONS. Landlord shall provide to Tenant
          the services ("SERVICES") set forth on EXHIBIT "C" attached hereto
          and by this reference made a part hereof. All costs incurred by
          Landlord in providing said services shall be deemed Expenses.
          Tenant shall, from time to time, have the right to have any of the
          Services provided by a third party upon thirty (30) days advance
          written notice to Landlord. In such event, Landlord shall not have
          any obligation to provide the applicable Services to Tenant and the
          Rent Adjustment Deposit shall be reduced accordingly by Landlord.

               SECTION VIII.2.  GOVERNMENTAL REQUIREMENTS. Except with
respect to Landlord's obligations under Section 4.1 hereof, Tenant at its own
cost and expense also shall promptly comply with any and all requirements of
any Governmental Authority to or affecting the Premises or any part thereof,
irrespective of the nature of the work required to be done, extraordinary as
well as ordinary, whether or not the same involve or require any structural
changes or additions in or to the Buildings and irrespective of whether or
not such changes or additions be required on account of any particular use to
which the Premises or any part thereof are being put.

               SECTION VIII.3.  MAINTENANCE CONTRACTS. Landlord shall enter
into maintenance contracts, in form and substance and with a firm reasonably
satisfactory to Landlord, for the maintenance of various portions of the
Premises and the cost thereof shall be deemed to be an Expense.


                                       12
<PAGE>

                                   ARTICLE IX

                                   INSURANCE

               SECTION IX.1.  COVERAGE REQUIRED. Tenant shall procure and
maintain, or cause to be maintained, at all times during the Term of this
Lease, at Tenants sole cost and expense, and until each and every obligation
of Tenant contained in the Lease has been fully performed, the types of
insurance specified below, with insurance companies authorized to do business
in the State of Illinois covering all operations under this Lease, whether
performed by Tenant or by Contractors. For purposes of this Article IX,
"Contractors" shall mean Tenant and contractors and subcontractors and
materialmen or any tier providing services, material, labor, operation or
maintenance on, about or adjacent to the Premises, whether or not in privity
with Tenant.

               A. IN GENERAL. Upon execution of the Lease, Tenant shall procure
          and maintain the following kinds and amounts of insurance:

                                    (i) WORKER'S COMPENSATION AND OCCUPATIONAL
                  DISEASE INSURANCE. Worker's Compensation and Occupational
                  Disease Insurance, in statutory amounts, covering all
                  employees who provide a service under this Lease. Employees
                  liability coverage with limits of not less than $100,000 each
                  accident or illness shall be included.

                                    (ii) COMMERCIAL LIABILITY INSURANCE (PRIMARY
                  AND UMBRELLA). Commercial Liability Insurance or equivalent
                  with limits of not less than $5,000,000 per occurrence,
                  combined single limit, for bodily injury, personal injury, and
                  property damage liability. Products/completed operation,
                  independent contractors, broad form property damage and
                  contractual liability (with no limitation) coverages are to be
                  included. Landlord is to be named as additional insureds, on a
                  primary, non-contributory basis for any liability, arising
                  directly or indirectly from this Lease.

                                    (iii) AUTOMOBILE LIABILITY INSURANCE. When
                  any motor vehicles are used in connection with this Lease,
                  Tenant shall provide Automobile Liability Insurance with
                  limits of not less than $2,000,000 per occurrence combined
                  single limit, for bodily and property damage. Landlord is to
                  be named as additional insureds on a primary non-contributory
                  basis.

                                    (iv) CONTENTS INSURANCE. Insurance against
                  fire, sprinkler leakage, vandalism, and the extended coverage
                  perils for the full insurable value of all contents of Tenant
                  within 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.

               B. CONSTRUCTION. During and with respect to any construction
          performed by or on behalf of Tenant (other than with respect to the
          construction of the Initial Improvements by Landlord), Tenant shall
          procure and maintain, or cause to be maintained, the following
          kinds and amounts of insurance:

                                    (i) WORKER'S COMPENSATION AND OCCUPATIONAL
                  DISEASE INSURANCE. Worker's Compensation and Occupational
                  Disease Insurance, in statutory amounts, covering all
                  employees who are to provide a service under this
                  construction. Employer's liability coverage with limits of not
                  less than $500,000 for each accident or illness shall be
                  included.

                                    (ii) COMMERCIAL LIABILITY INSURANCE (PRIMARY
                  AND UMBRELLA). Commercial Liability Insurance or equivalent
                  with limits of not less than $10,000,000 per occurrence,
                  combined single limit, for bodily injury, personal injury, and
                  property liability. Products/completed operations, explosion,
                  collapse, underground, independent contractors, broad form
                  property damage and contractual liability coverages are to be
                  included. Landlord is to be named as additional insureds on a
                  primary non-contributory basis for any liability arising
                  directly or indirectly from the Lease.



                                       13
<PAGE>

                                    (iii) AUTOMOBILE LIABILITY INSURANCE
                  (PRIMARY AND UMBRELLA). When any motor vehicles are used in
                  connection with work to be performed, Tenant or contractor
                  shall provide Automobile Liability Insurance with limits of
                  not less than $5,000,000 per occurrence combined single limit,
                  for bodily injury and property damage. Landlord is to be named
                  as an additional insured on a primary non-contributory basis.

                                    (iv) ALL RISK BUILDERS RISK INSURANCE.
                  Tenant or Contractor shall provide All Risk Blanket Builder's
                  Risk Insurance to cover the materials, supplies, equipment,
                  machinery and fixtures that are or will be part of the
                  Premises. Coverage extensions shall include the following:
                  right to partial occupancy, material stored off-site and
                  in-transit, boiler and machinery, earthquake, flood (including
                  surface water backup), collapse, water damage, debris removal,
                  faulty workmanship or materials, testing,
                  mechanical-electrical breakdown and failure, deletion of
                  freezing and temperature exclusions, business interruption,
                  extra expense, loss of revenue, loss of rents and loss of use
                  of property, as applicable, Landlord shall be named as loss
                  payee.

                                    (v) PROFESSIONAL LIABILITY. When any
                  architects, engineers, or consulting firms perform work in
                  connection with this Lease, Professional Liability Insurance
                  shall be maintained with limits of $1,000,000. The policy
                  shall have an extended reporting period of two (2) years. When
                  policies are renewed or replaced, the policy retroactive date
                  must coincide with, or precede, start of work.

         Notwithstanding the foregoing, Tenant is not obligated to provide or
         pay for insurance for Landlord's construction of the Initial
         Improvements. Tenant shall deliver to Landlord, at least fifteen (15)
         days prior to the earlier of (1) the Commencement Date of this Lease or
         (2) the date Tenant takes possession of the Premises, duplicate copies
         of policies (or certificates evidencing such policies) of the insurance
         required by Section 9.1A. Such policies of insurance shall be renewed
         and duplicate copies of the new policies (or new certificates) shall be
         deposited with Landlord at least forty-five (45) days prior to the
         expiration of the old policies.

               SECTION IX.2.  POLICIES. All insurance policies shall be
written with insurance companies and shall be in form satisfactory to
Landlord. All insurance policies shall name Landlord as an additional insured
and loss payee as their respective interests may appear and shall provide
that they may not be terminated or modified without thirty (30) days' advance
written notice to Landlord. All policies shall also contain an endorsement
that Landlord, although named as additional insured, shall nevertheless be
entitled to recover for damages caused by the negligence of Tenant. The
minimum limits of insurance specified in this Section shall in no way limit
or diminish Tenant's liability under this Lease. Tenant shall furnish to
Landlord, not less than fifteen (15) days prior to the date such insurance is
first required to be carried by Tenant, and thereafter at least fifteen (15)
days prior to the expiration of each such policy, true and correct
photocopies of all insurance policies required under this Section, together
with any amendments and endorsements to such policies, certificates of
insurance, and such other evidence of coverages as Landlord may reasonably
request, and evidence of payment of all premiums and other expenses owed in
connection therewith. Upon Tenant's default in obtaining or delivering the
policy for any such insurance or Tenant's failure to pay the charges
therefor, Landlord may, at its option, on or after the tenth (10th) day after
written notice thereof is given to Tenant, procure or pay the charges for any
such policy or policies and the total cost and expense (including attorneys'
fees) thereof shall be immediately paid by Tenant to Landlord as Additional
Rent upon receipt of a bill therefor. Within thirty (30) days after demand by
Landlord that the minimum amount of any coverage be so increased, Tenant
shall furnish Landlord with evidence of Tenant's compliance with such demand.

               SECTION IX.3.  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 any release
from liability of or waiver of claim for recovery from the other party or any
of the parties named in Section 9.2 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 9.2 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


                                       14
<PAGE>


Landlord and the managing agent for the Premises 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
collectable 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 endorsements 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).

               SECTION IX.4. MISCELLANEOUS INSURANCE PROVISIONS. Landlord and
Tenant further agree as follows:

               A. Tenant and Contractors expressly understand and agree that
         any insurance coverages and limits furnished by the Tenant and
         Contractors shall in no way limit the Tenant's and Contractor's
         liabilities and responsibilities specified under the Lease, or
         contracts executed relating to the Premises, or by law.

               B. The failure of Landlord to obtain such evidence from Tenant
         or Contractors before permitting Tenant or Contractors to commence work
         shall not be deemed to be a waiver by Landlord, and Tenant or
         contractors shall remain under continuing obligation to maintain the
         insurance coverage.

               C. Any and all deductibles on all insurance referenced in this
         Article IX shall be borne by Tenant.

               D. Tenant expressly understands and agrees that any insurance
         maintained by Landlord shall apply in excess of and not contribute with
         insurance provided by the Tenant or Contractor under the Lease.

               E. If Tenant or any Contractors desire additional coverage,
         higher limits of liability, or other modifications for their own
         protection, Tenant and such Contractors shall be responsible for the
         acquisition and cost of such additional protection.

               F. Tenant agrees, and shall cause each Contractor in
         connection with the Premises to agree, that all insurers shall waive
         their rights of subrogation against Landlord.

               G. Tenant and Contractors shall not violate or permit to be
         violated any of the conditions or provisions of any of the insurance
         policies, and Tenant and Contractors shall so perform and satisfy or
         cause to be performed and satisfied the requirements of the companies
         writing such policies so that at all times companies of good standing,
         satisfactory to Landlord shall be willing to write and continue such
         insurance.

               H. Landlord shall not be limited in the proof of any damages
         which Landlord may claim against Tenant and Contractors arising out of
         or by reason of Tenant's and Contractor's failure to provide and keep
         in force insurance, as aforesaid, to the amount of the insurance
         premium or premiums not paid or incurred by Tenant and Contractors and
         which would have been payable under such insurance, but Landlord shall
         also be entitled to recover as damages for such breach the uninsured
         amount of any loss, to the extent of any deficiency in the insurance
         required by the provisions of this Lease, and damages, costs and
         expenses of suit suffered or incurred by reason of damage to, or
         destruction of, the Premises occurring during any period when Tenant or
         Contractors shall have failed or neglected to provide insurance as
         aforesaid.

               I. The insurance required by this Lease, at the option of
         Tenant or Contractors, may be effected by blanket or umbrella policies
         issued to Tenant or Contractors covering the Premises and other
         properties owned or leased by Tenant or Contractors, provided that the
         policies otherwise comply with the provisions of this Lease and
         allocate to the Premises the specified coverage, without possibility of
         reduction or coinsurance by reason of, or damage to, any other premises
         covered therein.


                                       15
<PAGE>

               J. All insurance companies shall have a Best rating of not
         less than A/VII, or an equivalent rating in the event Best ceases to
         exist or provide a rating.

               K. Tenant and Contractors shall provide and keep in force such
         other insurance in such amounts as may from time to time be reasonably
         required by Landlord or a holder of a Mortgage (defined in Section 23.1
         hereof) against such other insurable hazards as at the time are
         commonly insured against in the case of prudent owners of properties
         similar to the Premises, and in that connection Landlord may require
         changes in the forms, types and amounts of insurance required pursuant
         to this Section or add to, modify or delete other requirements; and in
         any event, if under applicable law, rule, regulation or ordinance of
         any governmental authority, state or federal, having jurisdiction in
         the Premises, liability may be imposed upon Landlord on account of the
         use or operation of the Premises or other improvements, insurance
         within limits reasonably satisfactory to Landlord shall be maintained
         by Tenant and Contractors against any such liability.

               L. The required insurance to be carried shall not be limited
         by any limitations expressed in the indemnification language herein or
         any limitation placed on the indemnity therein given as a matter of
         law.

               SECTION IX.5.  BUILDING INSURANCE. Landlord shall at all times
during the Term of this Lease keep in effect insurance on all improvements
now or hereafter a part of the Premises against loss by fire and lightning,
the risks covered by what is commonly known as extended coverage, malicious
mischief and vandalism, and all other risks of direct physical loss (other
than the insurance provided by Tenant hereunder) in an amount equal to the
full replacement value on the replacement form basis, of such improvements.
Tenant further agrees that if and when obtainable, Landlord will procure and
maintain so-called war risk and war damage insurance, earthquake and flood
insurance on said improvements for not less than one hundred percent (100%)
of the full insurance value above foundation. Landlord shall also obtain
liability in such amounts required by Landlord, boiler and machinery
insurance in an amount equal to the full replacement value of the
improvements, insurance against loss of Rents in the amount of all Base Rent
payments, taxes, assessments and insurance premiums required hereunder for a
twelve (12)-month period, and shall obtain insurance against breakage of all
plate glass used in the improvements. Landlord shall also maintain such other
insurance required by Landlord under the terms customarily carried by
Landlord for other buildings owned by Landlord. The policy or policies
evidencing such insurance shall be written by a company or companies
satisfactory to Landlord, shall name Landlord as insured thereunder, and
shall provide that losses shall be paid to Landlord.

               SECTION IX.6.  INSURANCE APPRAISALS. From time to time during
the Term hereof upon the request of Landlord, or Landlord's mortgagee, if
any, Landlord shall obtain insurance appraisals reasonably satisfactory to
Landlord, as such are regularly and ordinarily made by or for the benefit of
insurance companies, in order to determine the then replacement value of the
improvements. Such insurance appraisals shall not be required more frequently
than once in each Lease Year during the Term hereof. The cost of such
insurance shall be deemed to be a part of the Insurance Premium (defined
below).

               SECTION IX.7.  TENANT PAYMENTS. All such insurance described
in Section 9.5 shall be kept in full force throughout the Term of this Lease,
and any amounts incurred therefor by Landlord shall be deemed Expenses and
shall be payable by Tenant to Landlord, as Additional Rent, in accordance
with this Lease.

                                   ARTICLE X

                             DAMAGE OR DESTRUCTION

               SECTION X.1.  TOTAL DEMISE. In the event that both of the
Buildings are made materially untenantable by fire or other casualty and
Landlord shall decide not to restore or repair same, then, in any of such
events, Landlord shall have the right to terminate this Lease by notice to
Tenant given within sixty (60) days after the date of such fire or other
casualty and the Rent shall be apportioned on a per diem basis and paid to
the date of such fire or other casualty. In the event both of the Buildings
are made materially untenantable by fire or other


                                       16
<PAGE>

casualty and Landlord does not so notify Tenant within sixty (60) days after the
date of such fire or other casualty, then (i) Landlord shall commence to rebuild
and restore the same within ninety (90) days after the date of such casualty,
and Landlord shall complete such repair and restore the Premises to the extent
of any insurance proceeds within eighteen (18) months after the date of such
casualty with respect to the Office Building and nine (9) months after the date
of such casualty with respect to the Warehouse Budding, subject, however, to
extensions of such time periods due to Force Majeure Delays, and (ii) this Lease
shall not terminate. In the event that this Lease is not terminated as provided
above, Rent shall abate in proportion to the non-useability of the Premises
while repairs are in progress.

               SECTION X.2.  PARTIAL DEMISE. In the event that both of the
Buildings are not made materially untenantable by fire or other casualty,
then Landlord shall, except as provided in Section 10.3 below, proceed within
ninety (90) days of the date of such casualty with all due diligence to
repair and restore the Premises, subject, however, to extension for Force
Majeure Delays. In such event, Rent shall abate in proportion to the
non-useability of the Premises during the period while repairs are in
progress unless such partial damages are due to the fault or neglect of
Tenant. If the partial damage is the result of the fault or neglect of
Tenant, Rent shall not abate during said period.

               SECTION X.3.  TERMINATION. If the Office Building is made
materially untenantable due to fire or other casualty during the last
thirty-six (36) months of the Term hereof or the Warehouse Building is made
materially untenantable due to fire or other casualty during the last
eighteen (18) months of the Term hereof, then, in either event, Landlord and
Tenant shall have the right to terminate this Lease with respect to the
applicable Building as of the date of fire or other casualty upon thirty (30)
days' prior notice to the other party, in which event, Rent shall be
apportioned on a per diem basis and paid to the date of such fire or other
casualty with respect to the applicable Building that was damaged by fire or
other casualty.

               SECTION X.4.  INSURANCE DEDUCTIBLE. In the event of either a
total or partial demise of the Premises, Tenant shall pay to Landlord the
amount of the deductible under Landlord's property insurance for the Premises.

                                   ARTICLE XI

                                     LIENS

               SECTION XI.1.  LIEN CLAIMS. Tenant shall not do any act which
shall in any way encumber the interest or estate of Landlord in and to the
Premises or any portion thereof, nor shall any interest or estate of Landlord
in the Premises or any portion thereof be in any way subject to any claim by
way of lien or encumbrance, whether by operation of law or by virtue of any
express or implied contract by Tenant, and any claim to or lien upon the
Premises or any portion thereof arising from any act or omission of Tenant
shall accrue only against the leasehold estate of Tenant and shall in all
respects be subject and subordinate to the paramount title and rights of
Landlord in and to the Premises or any portion thereof. Tenant will not
permit the Premises or any portion thereof to become subject to any
mechanics', laborers' or materialmen's lien on account of labor or material
furnished to Tenant or claimed to have been furnished to Tenant in connection
with work of any character performed or claimed to have been performed on the
Premises by or at the direction of sufferance of Tenant; provided, however
that Tenant shall have the right to contest in good faith and with reasonable
diligence, the validity of any such lien or claimed lien if Tenant shall
first give to Landlord an amount equal to one hundred twenty percent (120%)
of the amount of the lien or claimed lien which, together with interest
earned thereon, shall be held by Landlord as security to insure payment
thereof and to prevent any sale, foreclosure or forfeiture of the Premises by
reason of non-payment thereof. The amount so deposited with Landlord shall be
held by Landlord in an account established at a federally insured banking
institution until satisfactory removal of said lien or claim of lien. On any
final determination of the lien or claim for lien, Tenant will immediately
pay any judgment rendered, with all proper costs and charges, and will, at
its own expense, have the lien released and any judgment satisfied. Should
Tenant fail to diligently contest and pursue such lien contest, Landlord may,
at its option, use the sums so deposited to discharge any such lien upon the
renewal of such lien or encumbrance Landlord shall pay all such sums
remaining on deposit to Tenant.


                                       17
<PAGE>

               SECTION XI.2.  LANDLORD'S RIGHT TO CURE. If Tenant shall fail
to contest the validity of any lien or claimed lien or fail to give security
to Landlord to insure payment thereof, or shall fail to prosecute such
contest with diligence, or shall fail to have the same released and satisfy
any judgment rendered thereon, then Landlord may, at its election (but shall
not be so required) remove or discharge such lien or claim for lien (with the
right, in its discretion, to settle or compromise the same), and any amounts
advanced by Landlord, including reasonable attorneys' fees, for such purposes
shall be so much additional rent due from Tenant to Landlord at the next rent
date after any such payment, with interest thereon at the Lease Interest Rate
from the date so advanced.

                                  ARTICLE XII

                               TENANT ALTERATIONS

               SECTION XII.1.  ALTERATIONS. Tenant shall not make any
addition to the Premises, alterations to the structural components of the
Premises, alterations which affect the mechanical, electrical, plumbing, life
safety or other systems in the Premises or alterations which cost in excess
of $150,000.00 either individually or in the aggregate over a twelve (12)
month period of time ("MAJOR ALTERATIONS") without the advance written
consent of Landlord, which consent may be granted or denied at Landlords sole
discretion. Tenant may make alterations to the Premises which are not Major
Alterations ("MINOR ALTERATIONS") without the prior written consent of
Landlord. (Major Alterations and Minor Alterations are hereinafter
collectively referred to as "ALTERATIONS".) No Alterations to the Premises
for which Landlord's consent is required shall be commenced by Tenant until
Tenant has furnished Landlord with a satisfactory certificate or certificates
from an insurance company acceptable to Landlord, evidencing insurance
coverage required under Section 9.2 hereof. Any Alterations by Tenant
hereunder shall be done in a good and workmanlike manner in compliance with
any Legal Requirements. Upon completion of any Major Alterations by Tenant
hereunder, Tenant shall furnish Landlord with a copy of the "as built" plans
covering such construction. Tenant, at its sole cost and expense, will make
all Alterations on the Premises which may be necessary by the act or neglect
of any other person or corporation (public or private), except Landlord, its
agents, employees or contractors. Before commencing any Major Alterations:
(a) plans and specifications therefor, prepared by a licensed architect,
shall be submitted to and approved by Landlord (such approval shall not be
unreasonably withheld or delayed); (b) Tenant shall furnish to Landlord an
estimate of the cost of the proposed work, certified by the architect who
prepared such plans and specifications; (c) all contracts for any proposed
work shall be submitted to and approved by Landlord; (d) Tenant shall either
furnish to Landlord a payment and performance bond from the Contractor in
form and substance satisfactory to Landlord, or shall deposit an amount equal
to 100% of the cost of completing the Alterations in an escrow reasonably
satisfactory to Landlord to insure payment for the completion of all work
free and clear of liens; (e) evidence of insurance as required by Article IX
hereof; and (f) such other requirements as Landlord may reasonably require to
be satisfied. Before commencing any Major Alterations, Tenant shall provide
Landlord with a written certification that the Major Alterations do not have
any materially adverse environmental impact on the Premises. Prior to the
commencement of any construction activity for which Landlord's consent shall
be required, certificates of such insurance coverages shall be provided to
Landlord and renewal certificates shall be delivered to Landlord prior to the
expiration date of the respective policies.

               Notwithstanding the foregoing, no Alterations of any kind
shall be made which would (i) change the general design, use, character or
structure of the Premises or any part thereof; (ii) decrease the size of the
Premises or any part thereof; (iii) reduce or impair, to any material extent,
the value, rentability or usefulness of the Premises or constitute waste; or
(iv) give to any owner, lessee or occupant of any other property or to any
other person or corporation any easement, right-of-way or any other right
over the Premises.

              Any Alterations shall be made with reasonable dispatch and in a
good and workmanlike manner and in compliance with all applicable permits and
authorizations and buildings and zoning laws and with all other Legal
Requirements. If any work does not comply with the provisions of this Lease,
Landlord may, by notice to Tenant, require that Tenant stop the work and take
steps necessary to cause corrections to be made, or Landlord may, itself,
perform the work, at Tenant's cost.


                                       18

<PAGE>

         SECTION XII.2. OWNERSHIP OF ALTERATIONS. All Alterations (except
Tenant's Equipment as defined in Section 19.2 hereof) put in at the expense of
Tenant shall become the property of Landlord and shall, unless the Landlord
requests their removal, remain upon and be surrendered with the Premises as a
part thereof at the termination of this Lease, without compensation or allowance
to Tenant. Landlord may, at its sole option, request that Tenant, at Tenant's
sole cost, remove any such Alterations and if Tenant shall fail to do so,
Landlord may remove the same and Tenant shall pay the cost of such removal to
Landlord upon demand. Notwithstanding the foregoing, upon Tenant's request prior
to such time as Tenant intends to make any Alternations, Landlord shall indicate
to Tenant in writing whether or not such Alterations must be removed upon
surrender of the Premises.

         SECTION XII.3. SIGNS. Except as provided below in this Section 12.3,
Tenant shall not place any signs on any part of the Buildings or Land without
the prior written consent of Landlord. Landlord and Tenant approve all signs
shown in the Plans. Upon notice to and with the consent of Landlord, which
consent shall not be unreasonably withheld, Tenant may place exterior signs with
or without the name of the Buildings on the Premises and its company logo and/or
name on the roof of the Premises, provided that (i) the installation and
dimensions of said signs, name and logo are in strict accordance with Legal
Requirements; (ii) Tenant continually maintains said signs, name and logo in a
first-class manner and (iii) Tenant, at Tenant's sole cost and expense, pays the
costs associated with the installation and maintenance of the signs, name and
logo and removes said signs, name and logo at the expiration of the Term and
restores the area in which said signs, name and logo are placed to its condition
prior to the installation of said signs, except to the extent the name is etched
in the glass walls of the Buildings. Tenant shall have the right to name the
Buildings with the consent of Landlord, which consent shall not be unreasonably
withheld.

         SECTION XII.4. ENVIRONMENTAL IMPACT. Notwithstanding any other term,
covenant or condition contained in this Lease, in the event that any Alteration
has any materially adverse environmental impact on the Premises, Landlord may
deny the Tenant the right to proceed in Landlord's sole and absolute discretion.

                                  ARTICLE XIII

                                  CONDEMNATION

         SECTION XIII.1. TAKING: LEASE TO TERMINATE. If a portion of 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 Term 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. 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 Premises
shall be so taken or condemned, or if the grade of any street or alley adjacent
to the Premises is changed by any competent authority and such taking or change
of grade makes it necessary or desirable to demolish, substantially remodel, or
restore the Buildings, the Landlord shall have the right to cancel this Lease
upon not less than ninety (90) days' prior notice to the date of cancellation
designed in the notice.

         SECTION XIII.2. TAKING: LEASE TO CONTINUE. Except as provided in
Section 13.1, in the event only a part of the Premises shall be taken as a
result of the exercise of the power of eminent domain or condemned for a public
or quasi-public use or purpose by any competent authority or sold to the
condemning authority under threat of condemnation, and as a result thereof the
balance of the Premises can be used for the same purpose as before such taking,
sale or condemnation, this Lease shall not terminate and Landlord shall promptly
repair and restore the Premises, subject to Force Majeure Delays; provided that
in no event shall Landlord be obligated to spend in excess of the amount of the
Award in restoring the Premises. Any award paid as a consequence of such taking,
sale or condemnation, shall be paid to Landlord. Any sums not so disbursed shall
be retained by Landlord.

         SECTION XIII.3. TENANT'S CLAIM. To the extent permitted by law, Tenant
shall be allowed to pursue a claim against the condemning authority (hereinafter
referred to as the "TENANT'S CLAIM") that shall be independent of and wholly
separate from any action, suit or proceeding relating to any award to Landlord
for



                                       19
<PAGE>

reimbursement of relocation expenses or for Tenant's Equipment and personal
property, provided: (i) Tenant's Claim shall in no way limit, affect, alter or
diminish in any kind or way whatsoever Landlord's award as a result of such
taking, sale or condemnation; (ii) Tenant's Claim shall in no event include any
claim for any interest in real property, it being expressly understood and
agreed that all sums paid with respect to the real property interests taken,
sold or condemned shall be the sole property of Landlord; and (iii) Tenant's
Claim shall in no event be joined with Landlord's Proceeding or argued or heard
concurrently therewith.

                                  ARTICLE XIV

                       ASSIGNMENT - SUBLETTING BY TENANT

         SECTION XIV.1. NO ASSIGNMENT, SUBLETTING OR OTHER TRANSFER. Tenant
shall not assign this Lease or any interest hereunder except as permitted by
Section 14.6 below, nor shall Tenant sublet or permit the use or occupancy of
the Premises or any part thereof by anyone other than Tenant, without the
express prior written consent of Landlord which consent shall not be
unreasonably withheld. Notwithstanding any other provision contained in this
Lease, no assignment or subletting shall relieve Tenant of its obligations
hereunder, and Tenant shall continue to be liable as a principal and not as a
guarantor or surety, to the same extent as though no assignment or sublease had
been made, unless specifically provided to the contrary in Landlord's consent.
Consent by Landlord pursuant to this Article shall not be deemed, construed or
held to be consent to any additional assignment or subletting, but each
successive act shall require similar consent of Landlord. Landlord shall be
reimbursed by Tenant for any costs or expenses incurred pursuant to any request
by Tenant for consent to any such assignment or subletting. In the consideration
of the granting or denying of consent, Landlord may, at its option, take into
consideration: (i) the business reputation and credit worthiness of the proposed
subtenant or assignee; (ii) any required alteration of the Premises; (iii) the
intended use of the Premises by the proposed subtenant or assignee; and (iv) any
other factors which Landlord shall deem reasonably relevant.

         SECTION XIV.2. OPERATION OF LAW. Tenant shall not allow or permit any
transfer of this Lease, or any interest hereunder, by operation of law, or
convey, mortgage, pledge or encumber this Lease or any interest hereunder.

         SECTION XIV.3. EXCESS RENTAL. If Tenant shall, with Landlord's prior
consent as herein required, sublet the Premises, an amount equal to fifty
percent (50%) of the rental in excess of the Base Rent and any additional rent
herein provided to be paid shall be for benefit of Landlord and shall be paid to
Landlord promptly when due under any such subletting as additional rent due
hereunder.

         SECTION XIV.4. MERGER OR CONSOLIDATION. If Tenant is a corporation
whose stock is not publicly traded, any transaction or series of transactions
(including, without limitation, any dissolution, merger, consolidation or other
reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of
any capital stock of Tenant, whether voluntary, involuntary or by operation of
law, or any combination of any of the foregoing transactions) resulting in the
transfer of control of Tenant, shall be deemed to be a voluntary assignment of
this Lease by Tenant subject to the provisions of this Article XIV. If Tenant is
a partnership or limited liability company, any transaction or series of
transactions (including without limitation any withdrawal or admittance of a
partner or member or a change in any partner's or member's interest in Tenant,
whether voluntary, involuntary or by operation of law, or any combination of any
of the foregoing transactions) resulting in the transfer of control of Tenant,
shall be deemed to be a voluntary assignment of this Lease by Tenant subject to
the provisions of this assignment of this Lease by Tenant subject to the
provisions of this Article XIV. If Tenant is a non-publicly traded corporation,
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 of
stockholders of less than twenty-five percent (25%) of the outstanding stock as
of the date of the execution and delivery of this Lease shall not be considered
a change of control. Notwithstanding the immediately foregoing, Tenant may, upon
notice to, but without Landlord's consent, assign this Lease to any corporation
resulting from a merger or consolidation of Tenant, provided that the total
assets and the total net worth of such assignee after such consolidation or
merger shall be in excess of the greater of (i) the net worth of Tenant
immediately prior to such consolidation or merger, or (ii) the net worth of
Tenant as of the date hereof, determined by generally accepted accounting
principles and provided that Tenant is not at such time in



                                       20
<PAGE>

default hereunder, and provided further that such successor shall execute an
instrument in writing, acceptable to Landlord in its reasonable discretion,
fully assuming all of the obligations and liabilities imposed upon Tenant
hereunder and deliver the same to Landlord. Tenant shall provide in its notice
to Landlord such information as may be reasonably required by Landlord to
determine that the requirements of this Section 14.4 have been satisfied. As
used in this Section 14.4, the term "control" means possession of the power to
vote not less than a majority interest of any class of voting securities and
partnership or limited liability company interests or to direct or cause the
direction of the management or policies of a corporation, or partnership or
limited liability company through the ownership of voting securities,
partnership interests or limited liability company interests, respectively.

         SECTION XIV.5. UNPERMITTED TRANSACTION. Except as provided in Section
14.6 below, any assignment, subletting, use, occupancy, transfer or encumbrance
of this Lease or the Premises without Landlord's prior written consent shall be
of no effect and shall, at the option of Landlord, constitute a default under
this Lease.

         SECTION XIV.6. PERMITTED TRANSFERS. Landlord's consent shall not be
required for an assignment or sublet to a Tenant Successor or Tenant Affiliate
(as such terms are hereinafter defined), and Landlord shall not terminate this
Lease with respect to the Premises or any portion of the Premises as a result of
such assignment or sublease to a Tenant Successor or Tenant Affiliate, as long
as (i) Tenant gives reasonable prior notice to Landlord of the proposed
assignment or sublease, (ii) if an assignment, such assignee assumes the
obligations of Tenant under this Lease, and (iii) in the reasonable judgment of
Landlord, such assignee or subtenant has a net worth (computed in accordance
with generally accepted accounting principles) equal to or greater than the
greater of the (y) net worth of the original named Tenant at the time of such
assignment or (z) the net worth of the original named Tenant at the date of
execution of this Lease. As used herein, the term "Tenant Successor" shall mean
any entity (i) which results from a merger or consolidation with the original
Tenant under this Lease or (ii) which acquires all or substantially all of the
assets of the original Tenant under this lease for a legitimate business
purpose; and the term "Tenant Affiliate" shall mean any entity which is
controlled by, controls, or is under common control with (A) the original Tenant
named in this lease, or (B) a Tenant Successor. For purposes of the foregoing,
the term "control" means the power to direct the management and policies of the
subject entity, either directly or indirectly, whether through the ownership of
voting securities or other beneficial interests or otherwise.

                                   ARTICLE XV

                              FINANCIAL STATEMENTS

         SECTION XV.1. FINANCIAL STATEMENTS. Tenant agrees to furnish Landlord
annually, upon written request of Landlord, within ninety (90) days of the end
of such fiscal year with a copy of its annual audited statements, together with
applicable footnotes and any other financial information reasonably requested by
Landlord (hereinafter collectively referred to as the "FINANCIAL INFORMATION")
and agrees that Landlord may deliver such Financial Information to any
mortgagee, prospective mortgagee, prospective purchaser, auditor or security
analyst on a confidential basis.

                                  ARTICLE XVI

                            INDEMNITY FOR LITIGATION

         SECTION XVI.1. INDEMNITY FOR LITIGATION. Tenant agrees to pay, and to
indemnify and defend Landlord against, all costs and expenses (including
reasonable attorneys' fees) incurred by or imposed upon Landlord by or in
connection with any litigation to which Landlord becomes or is made a party
without fault on its part, whether commenced by or against Tenant, or any other
person or entity or that may be incurred by Landlord in enforcing any of the
covenants and agreements of this Lease with or without the institution of any
action or proceeding relating to the Premises or this Lease, or in obtaining
possession of the Premises after an Event of Default hereunder or upon
expiration or earlier termination of this Lease. The foregoing notwithstanding,
Tenant's responsibility under this Section 16.1 to pay Landlord's costs and
expenses (including reasonable attorneys' fees)



                                       21
<PAGE>

shall not extend to such costs and expenses incurred in defending an action
brought by Tenant to enforce the terms of this Lease in which there is a court
determination that Landlord failed to perform its obligations under this Lease.
The provisions of this Section 16.1 shall survive the expiration or earlier
termination of this Lease.

                                  ARTICLE XVII

                             ESTOPPEL CERTIFICATES

         SECTION XVII.1. ESTOPPEL CERTIFICATE. Tenant agrees that on the
Commencement Date and at any time and from time to time thereafter, upon not
less than ten (10) days' prior written request by Landlord, it will execute,
acknowledge and deliver to Landlord, or Landlord's mortgagee to the extent
factually accurate, a statement in writing in the form of EXHIBIT "D" attached
hereto and by this reference incorporated herein; provided, however, Tenant
agrees to certify to any prospective purchaser or mortgagee any other reasonable
information specifically requested by such prospective purchaser or mortgagee.

                                 ARTICLE XVIII

                             INSPECTION OF PREMISES

         SECTION XVIII.1. INSPECTIONS. Tenant agrees to permit Landlord and any
authorized representatives of Landlord, to enter the Premises at all reasonable
times on reasonable advance notice, except in the case of emergency, for the
purpose of inspecting the same. Any such inspections shall be solely for
Landlord's purposes and may not be relied upon by Tenant or any other person.

         SECTION XVIII.2. SIGNS. Tenant agrees to permit Landlord and any
authorized representative of Landlord to enter the Premises at all reasonable
times during business hours on reasonable advance notice to exhibit the same for
the purpose of sale, mortgage or lease. Landlord may display on the Premises
customary "For Sale" signs and during the final year of the Term hereof or any
extension thereof, Landlord may display on the Premises customary "For Rent"
signs.

                                  ARTICLE XIX

                                    FIXTURES

         SECTION XIX.1. BUILDING FIXTURES. All improvements and all plumbing,
heating, lighting, electrical and air-conditioning fixtures and equipment, and
other articles of personal property used in the operation of the Premises (as
distinguished from operations incident to the business of Tenant), whether or
not attached or affixed to the Premises (hereinafter referred to as "BUILDING
FIXTURES"), shall be and remain a part of the Premises and shall constitute the
property of Landlord.

         SECTION XIX.2. TENANT'S EQUIPMENT. All of Tenant's trade fixtures and
all personal property, fixtures, apparatus, machinery and equipment now or
hereafter located upon the Premises, other than Building Fixtures, as shall be
and remain the personal property of Tenant, and the same are herein referred to
as "TENANT'S EQUIPMENT."

         SECTION XIX.3. REMOVAL OF TENANT'S EQUIPMENT. Tenant's Equipment may be
removed from time to time by Tenant; provided, however, that if such removal
shall injure or damage the Premises, Tenant shall repair the damage and place
the Premises in the same condition as it would have been if such Tenant's
Equipment had not been installed.



                                       22
<PAGE>

                                   ARTICLE XX

                                    DEFAULT

         SECTION XX.1. EVENTS OF DEFAULT. Tenant agrees that any one or more of
the following events shall be considered "EVENTS OF DEFAULT" as said term is
used herein:

                  A. If an order, judgment or decree shall be entered by any
         court adjudicating Tenant a bankrupt or insolvent, or approving a
         petition seeking reorganization of Tenant or appointing a receiver,
         trustee or liquidator of Tenant, or of all or a substantial part of its
         assets, and such order, judgment or decree shall continue unstayed and
         in effect for any period of sixty (60) days; or

                  B. Tenant shall file an answer admitting the material
         allegations of a petition filed against Tenant in any bankruptcy,
         reorganization or insolvency proceeding or under any laws relating to
         the relief of debtors, readjustment or indebtedness, reorganization,
         arrangements, composition or extension; or

                  C. Tenant shall make any assignment for the benefit of
         creditors or shall apply for or consent to the appointment of a
         receiver, trustee or liquidator of Tenant, or any of the assets of
         Tenant; or

                  D. Tenant shall file a voluntary petition in bankruptcy, or
         shall admit in writing its inability to pay its debts as they come due,
         or shall file a petition or an answer seeking reorganization or
         arrangement with creditors or take advantage of any insolvency law; or

                  E. A decree or order appointing a receiver of the property of
         Tenant shall be made and such decree or order shall not have been
         vacated within sixty (60) days from the date of entry or granting
         thereof; or

                  F. Tenant shall default in making any payment of Rent or other
         payment required to be made by Tenant hereunder and such default shall
         continue for a period of ten (10) days after written notice from
         Landlord to Tenant; or

                  G. If Tenant shall suffer or permit any lien or encumbrance
         (subject to Tenant's right to contest liens as provided in Section 11.1
         hereof) to attach to the Premises, and Tenant shall not discharge said
         lien or encumbrance within thirty (30) days or within ten (10) days
         prior to any sale or disposition or forfeiture pursuant to such
         execution, whichever date shall first occur; or

                  H. If Tenant shall fail to carry all required insurance under
         this Lease; or

                  I. If Tenant shall fail to comply with an order of a court of
         competent jurisdiction or proper order of a Governmental Authority
         within the required time period;

                  J. Tenant shall repeatedly default in the timely payment of
         Rent or any other charges required to be paid under this Lease, whether
         or not Tenant shall timely cure any such payment. For the purposes of
         the foregoing, the occurrence of similar defaults two times in any
         twelve month period shall constitute a repeated default; or

                  K. If Tenant shall default in the performance of any covenant,
         promise or agreement on the part of Tenant contained in this Lease not
         otherwise specified in this Section 20.1 and such default shall
         continue for thirty (30) days after notice thereof in writing by
         Landlord to Tenant, or if such default or condition which gives rise
         thereto cannot with due diligence and good faith be cured within such
         twenty-(30) day period, if Tenant shall not in good faith and within
         the period of thirty (30) days commence the curing of such default and
         pursue the curing of such default continuously and diligently and in
         good faith to the end that such default shall be cured within such
         minimum period in excess of thirty (30) days as may be reasonably
         necessary to cure such default through pursuing such cure promptly,
         diligently, continuously and in good faith; provided, however, that
         such additional period beyond thirty (30) days shall not apply to



                                       23
<PAGE>

         a default that creates a clear and present danger to persons or
         property or materially adversely affects the Premises, or if the
         failure or default by Tenant is one for which Landlord (or any officer
         or other agent or beneficial or other owner thereof) may be subject to
         fine or imprisonment.

                  Upon the occurrence of any one or more of such Events of
Default, Landlord may at its election have any one or more of the following
described remedies in addition to all other rights and remedies provided at law
or in equity or elsewhere herein:

                                    (i) Landlord may terminate this Lease by
                  giving to Tenant written notice of Landlord's election to do
                  so, in which event the Term and all right, title and interest
                  of Tenant hereunder shall end on the date stated in such
                  notice;

                                    (ii) Landlord may terminate the right of
                  Tenant to possession of the Premises without terminating this
                  Lease, by giving written notice to Tenant that Tenant's right
                  of possession shall end on the date stated in such notice,
                  whereupon the right of Tenant to possession of the Premises or
                  any part thereof shall cease on the date stated in such
                  notice; and

                                    (iii) Landlord may enforce the provisions of
                  this Lease and may enforce and protect the rights of Landlord
                  by a suit or suits in equity or at law for the performance of
                  any covenant or agreement herein, and for the enforcement of
                  any other appropriate legal or equitable remedy, including
                  without limitation (aa) injunctive relief, (bb) recovery of
                  all moneys due or to become due from Tenant under any of the
                  provisions of this Lease, and (cc) any other damages incurred
                  by Landlord by reason of Tenant's default under this Lease.

                  If Landlord exercises any of the remedies provided for above,
Tenant shall surrender possession of and vacate the Premises and immediately
deliver possession thereof to Landlord, and Landlord may re-enter and take
complete and peaceful possession of the Premises.

                  If Landlord terminates the right of Tenant to possession of
the Premises without terminating this Lease, such termination of possession
shall not release Tenant, in whole or in part, from Tenant's obligation to pay
the Rent hereunder for the fall Term. Landlord shall have the right from time to
time, to recover from Tenant, and Tenant shall remain liable for, all Rent not
theretofore paid, and any other sums whether then due and payable or thereafter
accruing as they become due under this Lease. In any such case, Landlord may
(but shall be under no obligation to, except as may be required by law) relet
the Premises or any part thereof for the account of Tenant for such rent, for
such time (which may be for a term extending beyond the Term of this Lease) and
upon such terms as Landlord in Landlord's sole discretion shall determine, and
Landlord shall not be required to accept any tenant offered by Tenant or to
observe any instructions given by Tenant relative to such reletting. Also, in
any such case, Landlord may change the locks or other entry devices of the
Premises and make repairs, alterations and additions in or to the Premises and
redecorate the same to the extent deemed by Landlord necessary or desirable, and
Tenant shall upon written demand pay the cost thereof together with Landlord's
expenses of reletting, including, without limitation, brokerage commissions
payable by Landlord. Landlord may collect the rents from any such reletting and
apply the same first to the payment of the expenses of reentry, redecoration,
repair and alterations and the expenses of reletting and second to the payment
of Rent and other sums herein provided to be paid by Tenant, and any excess or
residue shall operate only as an offsetting credit against the amount of Rent
and other sums due and owing as the same thereafter becomes due and payable
hereunder, but the use of such offsetting credit to reduce the amount of Rent
and other sums due Landlord, if any, shall not be deemed to give Tenant any
right, title or interest in or to such excess or residue and any such excess or
residue shall belong to Landlord solely; provided that in no event shall Tenant
be entitled to a credit on its indebtedness to Landlord in excess of either the
aggregate sum (including Rent) due and owing or which would have been paid by
Tenant for the period for which the credit to Tenant is being determined, had no
default occurred, as applicable. No such reentry, repossession, repairs,
alterations, additions or reletting shall be construed as an eviction or ouster
of Tenant or as an election on Landlord's part to terminate this Lease, unless a
written notice of such intention is given to Tenant, or shall operate to release
Tenant in whole or in part from any of Tenant's obligations hereunder, and
Landlord may, at any time and from time to time, sue and recover judgment for
any deficiencies from time to time remaining after the application from time to
time of the proceeds of any such reletting.



                                       24
<PAGE>

         In the event of the termination of this Lease by Landlord as provided
for above, Landlord shall be entitled to recover from Tenant all damages and
other sums which Landlord is entitled to recover under any provision of this
Lease or at law or equity, including, but not limited to, all Rent accrued and
unpaid for the period up to and including such termination date, as well as all
other additional sums payable by Tenant, or for which Tenant is liable or in
respect of which Tenant has agreed to indemnify Landlord under any of the
provisions of this Lease, which may be then owing and unpaid, and all costs and
expenses, including, without limitation, court costs and reasonable attorneys'
fees incurred by Landlord in the enforcement of its rights and remedies
hereunder and, in addition, any damages provable by Landlord as a matter of law
including, without limitation, an amount equal to the excess of the Rent
provided to be paid for the remainder of the Term over the fair market rental
value of the Premises (determined at the date of termination of this Lease)
after deduction of all anticipated expenses of reletting and taking into
consideration the time necessary to relet the Premises. In the alternative,
Landlord shall have the right, from time to time, to recover from Tenant, and
Tenant shall remain liable for, all Rent and other amounts due and owing under
this Lease not paid pursuant to the provisions of this Lease plus (x) damages
equal to all other sums which would have accrued under this Lease after the date
of termination had it not been terminated, such damages to be due and payable as
such sums would have become due, less (y) such amounts as Landlord may receive
from reletting after first paying all costs of such reletting, including,
without limitation, brokerage commissions and the costs of repairs, alterations,
additions and redecorations, and the expenses of re-entry, and the net amounts
of rent collected remaining after such expenses shall operate only as an
off-setting credit against the amount due hereunder with any excess or residue
belonging to Landlord solely. Should the fair market rental value of the
Premises after and taking into consideration the time necessary to relet the
Premises deduction of all anticipated expenses of reletting exceed the Rent
provided to be paid by Tenant for the remainder of the Term, Landlord shall not
be obligated to pay to Tenant any part of such excess or to credit any part of
such excess against any other sums or damages for which Tenant may be liable to
Landlord.

         SECTION XX.2. BANKRUPTCY. If Landlord shall not be permitted to
terminate this Lease, as provided in this Article XX because of the provisions
of the United States Code relating to Bankruptcy, as amended (hereinafter
referred to as the "BANKRUPTCY CODE"), then Tenant as a debtor-in-possession or
any trustee for Tenant agrees promptly, within no more than sixty (60) days
after the filing of the bankruptcy petition, to assume or reject this Lease. In
such event, Tenant or any trustee for Tenant may only assume this Lease if; (a)
it cures or provides adequate assurances that the trustee will promptly cure any
default hereunder; (b) compensates or provides adequate assurance that Tenant
will promptly compensate Landlord of any actual pecuniary loss to Landlord
resulting from Tenants default; and (c) provides adequate assurance of
performance during the fully stated term hereof of all of the terms, covenants,
and provisions of this Lease to be performed by Tenant. In no event after the
assumption of this Lease shall any then-existing default remain uncured for a
period in excess of the earlier of ten (10) days or the time period set forth
herein. Adequate assurance of performance of this Lease, as set forth
hereinabove, shall include, without limitation, adequate assurance: (i) of the
source of rent reserved hereunder, and (ii) that the assumption of this Lease
will not breach any provision hereunder.

         If Tenant assumes this Lease and proposes to assign the same pursuant
to the provisions of the Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this Lease on terms acceptable
to Tenant, then notice of such proposed assignment, setting forth: (i) the name
and address of such person; (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's
future performance under the Lease, including, without limitation, the assurance
referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to
Landlord by the Tenant no later than twenty (20) days after receipt by the
Tenant but in any event no later than ten (10) days prior to the date that the
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption, and Landlord shall
thereupon have the prior right and option, to be exercised by notice to the
Tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by such person, less any brokerage commissions which may be payable out of the
consideration to be paid by such person for the assignment of this Lease.

         If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code any and all monies or other considerations
payable or otherwise to be delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting the Landlord's property



                                       25
<PAGE>

under the preceding sentence not paid or delivered to the Landlord shall be held
in trust for the benefit of Landlord and shall be promptly paid to the Landlord.

         Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be conclusively deemed without further
act or deed to have assumed all of the obligations arising under this Lease on
and after the date of such assignment. Any such assignee shall upon demand
execute and deliver to Landlord an instrument confirming such assumption. Any
such assignee shall be permitted to use the Leased Premises only for the Use.

         Nothing contained in this Section shall, in any way, constitute a
waiver of the provisions of Article XIV of this Lease relating to alienation.
Tenant shall not, by virtue of this Section, have any further rights relating to
assignment other than those granted in the Bankruptcy Code. Notwithstanding
anything in this Lease to the contrary, all amounts payable by Tenant to or on
behalf of Landlord under this Lease, whether or not expressly denominated as
rent, shall constitute rent for the purpose of Section 501(b)(6) or any
successive section of the Bankruptcy Code.

         SECTION XX.3. RE-ENTRY. Tenant agrees, upon receipt of notice of
termination, to at once surrender possession of the Premises, and related
improvements to Landlord. Tenant agrees that the occurrence of any Event of
Default shall of itself, upon service of the notice above provided for,
constitute a forcible detainer by Tenant of the premises within the meaning of
the statutes of the State of Illinois. No receipt of money by Landlord from
Tenant after any termination, howsoever occurring, of this Lease shall
reinstate, continue or extend the Term of this Lease.

         SECTION XX.4. NO WAIVER. The specified remedies to which Landlord may
resort under the terms of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord may be
lawfully entitled in case of any breach or threatened breach by Tenant of any
provision of this Lease. The failure of Landlord to insist in any one or more
cases upon the strict performance of any of the covenants of this Lease or to
exercise any option herein contained or right to approval or consent shall not
be construed as a waiver or a relinquishment for the future application and
enforcement of such covenant or option or right to approve or consent. A receipt
by Landlord of Rent or any other charges payable by Tenant hereunder with
knowledge of the breach of any covenant hereof shall not be deemed a waiver of
such breach, and no waiver by Landlord of any provision of this Lease shall be
deemed to have been made unless expressed in writing and signed by Landlord. In
addition to the other remedies in this Lease provided, Landlord shall be
entitled to the restraint by injunction of the violation, or attempted or
threatened violation, of any of the covenants, conditions or provisions of this
Lease or to a decree compelling performance of any of the covenants, conditions
or provisions of this Lease.

         SECTION XX.5. LANDLORD'S DEFAULT. If (i) Landlord shall be in default
in the performance of or compliance with any of the agreements, terms, covenants
or conditions in this Lease for a period of thirty (30) days after notice from
Tenant to Landlord specifying the items in default, or in the case of a default
which cannot, with due diligence, be cured within said thirty (30)-day period,
Landlord fails to proceed within said thirty (30)-day period to cure the same
and thereafter to prosecute the curing of such default with due diligence (it
being intended in connection with a default not susceptible of being cured with
due diligence within said thirty (30)-day period that the time of Landlord
within which to cure the same shall be extended for such period as may be
necessary to complete the same with all due diligence), or (ii) an Emergency
Situation, as defined below, shall exist and Landlord does not cure the default
within a reasonable period of time under the circumstances after notice from
Tenant to Landlord, then Tenant may, at its option (but shall not be required
to) cure the default or cause the default to be cured and the reasonable amounts
paid by Tenant in connection therewith shall be due and payable by Landlord to
Tenant within thirty (30) days after demand therefor from Tenant



                                       26
<PAGE>

                                  ARTICLE XXI

                  LANDLORD'S PERFORMANCE OF TENANT'S COVENANTS

         SECTION XXI.1. LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS. In the
event Tenant shall fail to maintain any insurance required to be paid by it
under the terms hereof, or in an Emergency Situation or upon occurrence of an
Event of Default, Landlord may (but shall not be obligated so to do), and
without waiving or releasing Tenant from any obligation of Tenant hereunder,
make any payment or perform any other act which Tenant is obligated to make or
perform under this Lease in such manner and to such extent as Landlord may deem
desirable; and in so doing Landlord shall also have the right to enter upon the
Premises for any purpose reasonably necessary in connection therewith and to pay
or incur any other necessary and incidental costs and expenses, including
reasonable attorneys' fees. All sums so paid and all liabilities so incurred by
Landlord, together with interest thereon at the rate per annum which is the
lesser of (i) the Lease Interest Rate or (ii) the highest rate permitted by law
shall be deemed Additional Rent hereunder and shall be payable to Landlord upon
demand as Additional Rent. Landlord shall use reasonable efforts to give prior
notice (which may be oral) of its performance, if reasonably feasible under the
circumstances. The performance of any such obligation by Landlord shall not
constitute a waiver of Tenant's default in failing to perform the same. Inaction
of Landlord shall never be considered as a waiver of any right accruing to it
pursuant to this Lease. Landlord, in making any payment hereby authorized: (a)
relating to Taxes, may do so according to any bill, statement or estimate,
without inquiry into the validity of any tax, assessment, sale, forfeiture, tax
lien or title or claim thereof; (b) for the discharge, compromise or settlement
of any lien, may do so without inquiry as to the validity or amount of any claim
for lien which may be asserted; or (c) in connection with the completion of
construction of improvements to the Premises or the repair, maintenance or the
payment of operating costs thereof, may do so in such amounts and to such
persons as Landlord reasonably may deem appropriate. Nothing contained herein
shall be construed to require Landlord to advance monies for any purpose.
Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business or other damage of Tenant or any other occupant of
the Premises or any part thereof, by reason of making repairs or the performance
of any work on the Premises or on account of bringing materials, supplies and
equipment into or through the Premises during the course thereof and the
obligations of Tenant under this Lease shall not thereby be affected in any
manner. In doing so, however, Landlord shall use reasonable efforts not to
interfere with the normal operation of the Premises. The term "EMERGENCY
SITUATION" shall mean a situation which has caused or is likely to cause bodily
injury to persons, contamination of or physical damage to the Premises or
adjoining property or economic liability or criminal jeopardy to Landlord.

                                  ARTICLE XXII

                              EXERCISE OF REMEDIES

         SECTION XXII.1. CUMULATIVE REMEDIES. No remedy contained herein or
otherwise conferred upon or reserved to Landlord, shall be considered exclusive
of any other remedy, but the same shall be cumulative and shall be in addition
to every other remedy given herein, now or hereafter existing at law or in
equity or by statute, and every power and remedy given by this Lease to Landlord
may be exercised from time to time and as often as occasion may arise or as may
be deemed expedient. No delay or omission of Landlord to exercise any right or
power arising from any default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein.

         SECTION XXII.2. NO WAIVER. No waiver of any breach of any of the
covenants of this Lease shall be construed, taken or held to be a waiver of any
other breach, or a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. The acceptance by Landlord of any
payment of Rent or other sums payable hereunder after the termination by
Landlord of this Lease or of Tenant's right to possession hereunder shall not,
in the absence of agreement in writing to the contrary by Landlord, be deemed to
restore this Lease or Tenant's right to possession hereunder, as the case may
be, but shall be construed as a payment on account and not in satisfaction of
damages due from Tenant to Landlord. Receipt of Rent by Landlord, with knowledge
of any



                                       27
<PAGE>

breach of this Lease by Tenant or of any default by Tenant in the observance or
performance of any of the conditions or covenants of this Lease, shall not be
deemed to be a waiver of any provision of this Lease.

         SECTION XXII.3. EQUITABLE RELIEF. In the event of any breach or
threatened breach by Tenant of any of the agreements, terms, covenants or
conditions contained in this Lease, Landlord shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and
remedy allowed at law or in equity or by statute or otherwise as though
re-entry, summary proceedings, and other remedies were not provided for in this
Lease.

                                 ARTICLE XXIII

                           SUBORDINATION TO MORTGAGES

         SECTION XXIII.1. SUBORDINATION. Landlord may execute and deliver a
mortgage or trust deed in the nature of a mortgage ("MORTGAGE") against its
interest in the Premises or any portion thereof. This Lease and all of the
rights of Tenant hereunder, shall automatically, and without the requirement of
the execution of any further documents, be and are hereby made expressly subject
and subordinate at all times to the lien of any Mortgage and to all advances
made or hereafter to be made upon the security thereof; provided the holder of
said Mortgage agrees in writing not to disturb the rights of Tenant under this
Lease so long as Tenant is not in default hereunder. Notwithstanding the
foregoing, Tenant agrees to execute and deliver such instruments subordinating
this Lease to the lien of any such Mortgage as may be requested in writing by
Landlord from time to time, provided that such document contains the agreement
of the holder of the Mortgage not to disturb the rights of Tenant under this
Lease so long as Tenant is not in default hereunder. Notwithstanding anything to
the contrary contained herein, any mortgagee under a Mortgage may, by notice in
writing to the Tenant, subordinate its Mortgage to this Lease.

         SECTION XXIII.2. MORTGAGE PROTECTION. Tenant agrees to give the holder
of any Mortgage, by registered or certified mail, a copy of any notice of
default served upon the 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, except in the
event of an Emergency Situation, 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 tune 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 foreclosure
proceedings, if necessary to effect such cure). Such period of time shall be
extended by any period within which such mortgagee 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 or shorten the Term, or so as to adversely affect in any
other respect to any material extent the rights of the Landlord, nor shall this
Lease be cancelled or surrendered, without the prior written consent, in each
instance, of the mortgagee.

                                  ARTICLE XXIV

                              INDEMNITY AND WAIVER

         SECTION XXIV.1. INDEMNITY. Tenant shall not do or permit any act or
thing to be done or omit to do any act or thing upon the Premises which may
subject Landlord to any liability or responsibility for injury, damage to
persons or property, or to any liability by reason of any violation of Legal
Requirements and shall exercise such control over the Premises so as to fully
protect Landlord against any such liability. Tenant shall defend, indemnify and
save Landlord, and any official, agent, beneficiary, contractor, director,
employee, lessor, mortgagee, officer, parent, partner, shareholder and trustee
of Landlord (each an "INDEMNIFIED PARTY")



                                       28
<PAGE>

representatives, successors and assigns harmless from and against any and all
liabilities, suits, judgments, settlements, obligations, fines, damages,
penalties, claims, costs, charges and expenses, including, without limitation,
engineers', architects' and attorneys' fees, court costs and disbursements,
which may be imposed upon or incurred by or asserted against any Indemnified
Party by reason of any of the following occurring during or after (but
attributable to a period of time falling within) the Term:

                  A. any demolition or razing or construction of any
         improvements or any other work or thing done in, on or about the
         Premises or any part thereof by Tenant or any member of the Tenant
         Group, including any claim that such work constitutes "public works";

                  B. any use, nonuse, possession, occupation, alteration,
         repair, condition, operation, maintenance or management of the Premises
         or any part thereof or of any tunnel, creek, ditch, detention area,
         sidewalk, curb or vault adjacent thereto by Tenant or any member of the
         Tenant Group;

                  C. any act or failure to act on the part of Tenant or any
         member of the Tenant Group;

                  D. any accident, injury (including death) or damage to any
         person or property occurring in, on or about the Premises or any part
         thereof or in, on or about any tunnel, creek, ditch, detention area,
         sidewalk, curb or vault adjacent thereto as a result of the act or
         neglect of Tenant or any member of the Tenant Group;

                  E. any failure to perform or comply with any of the covenants,
         agreements, terms or conditions in this Lease on Tenant's part to be
         performed or complied with (other than the payment of money);

                  F. any lien or claim which may be alleged to have arisen
         against or on the Premises, or any lien or claim which may be alleged
         to have arisen out of this Lease and created or permitted to be created
         by Tenant or any member of the Tenant Group against any assets of
         Landlord, or any liability which may be asserted against Landlord with
         respect thereto;

                  G. any failure on the part of Tenant to keep, observe and
         perform any of the terms, covenants, agreements, provisions, conditions
         or limitations contained in the contracts and agreements affecting the
         Premises on Tenant's part to be kept, observed or performed; and

                  H. any contest permitted pursuant to the provisions of this
         Lease.

                  No agreement or covenant of Tenant in this Section 24.1 shall
be deemed to exempt Landlord from, and Tenant's obligations under this Section
24.1 shall not include liability or damages for injury to persons or damage to
property caused by or resulting from the negligence or failure to act of
Landlord, its agents or employees, in the operation or maintenance of the
Premises.

                  The obligations of Tenant under this Section 24.1 shall not be
affected in any way by the absence in any case of covering insurance or by the
failure or refusal of any insurance carrier to perform any obligation on its
part under insurance policies affecting the Premises or any part thereof.

                  SECTION XXIV.2. WAIVER OF CLAIMS. Except as set forth in
Section 24.3 below, Tenant waives all claims it may have against Landlord and
Landlord's agents for damage or injury to person or property sustained by Tenant
or any member of the Tenant Group or by any occupant of the Premises, or by any
other person, resulting from any part of the Premises becoming out of repair, or
resulting from any accident on or about the Premises or resulting directly or
indirectly from any act or neglect of any person (excluding Landlord). This
Section 24.2 shall include, but not by way of limitation, damage caused by
water, snow, frost, steam, excessive heat or cold, sewage, gas, odors, or noise,
or caused by bursting or leaking pipes or plumbing fixtures, and shall apply
equally whether any such damage results from the act or neglect of Tenant or of
any other person (excluding Landlord), and whether such damage be caused or
result from anything or circumstance above mentioned or referred to, or to any
other thing or circumstance whether of a like nature or of a wholly different
nature. All Tenant's Equipment and other personal



                                       29
<PAGE>

property belonging to Tenant or any occupant of the Premises that is in or on
any part of the Premises shall be there at the risk of Tenant or of such other
person only, and Landlord shall not be liable for any damage thereto or for the
theft or misappropriation thereof.

         SECTION XXIV.3. LANDLORD'S INDEMNITY. Landlord will protect, indemnify,
defend and save Tenant, its partners, shareholders, employees, officers,
directors, agents and their respective successors and assigns harmless from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including without limitation, reasonable attorneys'
fees and expenses) imposed upon, incurred by or asserted against Tenant by
reason of any accident, injury to or death of persons or loss of or damage to
property occurring on or about the Premises or any part thereof resulting from
the negligent act or omission of Landlord, its agents or independent contractors
or anyone claiming by, through or under Landlord.

                                  ARTICLE XXV

                                   SURRENDER

         SECTION XXV.1. CONDITION. Upon the termination of this Lease whether by
forfeiture, lapse of time or otherwise, or upon the termination of Tenant's
right to possession of the Premises, Tenant will at once surrender and deliver
up the Premises to Landlord, broom clean, in good order, condition and repair,
reasonable wear and tear excepted. "Broom clean" means free from all debris,
dirt, rubbish, personal property of Tenant, oil, grease, tire tracks or other
substances, inside and outside of the Improvements and on the grounds comprising
the Premises. Any damage caused by removal of Tenant from the Premises,
including any damages caused by removal of Tenant's Equipment, as herein
defined, shall be repaired and paid for by Tenant prior to the expiration of the
Term.

         SECTION XXV.2. REMOVAL OF TENANT'S EQUIPMENT. Upon the termination of
this Lease by lapse of time, or otherwise, Tenant may remove Tenant's Equipment
provided, however, that Tenant shall repair any injury or damage to the Premises
which may result from such removal. If Tenant does not remove Tenant's Equipment
from the Premises prior to the end of the Term, however ended, Landlord may, at
its option, remove the same and deliver the same to any other place of business
of Tenant or warehouse the same, and Tenant shall pay the cost of such removal
(including the repair of any injury or damage to the Premises resulting from
such removal), delivery and warehousing to Landlord on demand, or Landlord may
treat tenant's equipment as having been conveyed to Landlord with this Lease as
a Bill of Sale, without further payment or credit by Landlord to Tenant.

         SECTION XXV.3. HOLDOVER. If Tenant retains possession of the Premises
or any part thereof after the termination of the Term, by lapse of time and
otherwise, then Tenant shall pay to Landlord monthly rent, at 150% the rate
payable for the month immediately preceding said holding over (including
increases for additional rent 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,
if such retention of possession continues for more than thirty (30) days, such
retention of possession shall constitute a renewal of this Lease for one (1)
year, at a rental equal to one hundred twenty Percent (120%) of the Rent during
the previous year. The provisions of this paragraph do not exclude the
Landlord's rights under this Lease, at law or in equity. Any such extension or
renewal shall be subject to all other terms and conditions herein contained.

                                  ARTICLE XXVI

                          COVENANT OF QUIET ENJOYMENT

         SECTION XXVI.1. COVENANT OF QUIET ENJOYMENT. Landlord covenants that
Tenant, on paying the Rent and all other charges payable by Tenant hereunder,
and on keeping, observing and performing all the other



                                       30
<PAGE>

terms, covenants, conditions, provisions and agreements herein contained on the
part of Tenant to be kept, observed and performed, all of which obligations of
Tenant are independent of Landlord's obligations hereunder, shall, during the
Term, peaceably and quietly have, hold and enjoy the Premises subject to the
terms, covenants, conditions, provisions and agreement hereof free from
hindrance by Landlord or any person claiming by, through or under Landlord.

                                 ARTICLE XXVII

                                  NO RECORDING

         SECTION XXVII.1. NO RECORDING. Neither this Lease nor any memorandum or
other short form hereof shall be recorded.

                                 ARTICLE XXVIII

                                    NOTICES

         SECTION XXVIII.1. NOTICES. All notices, consents, approvals to or
demands upon or by Landlord or Tenant desired or required to be given under the
provisions hereof, shall be in writing. Any notices or demands from Landlord to
Tenant shall be deemed to have been duly and sufficiently given if a copy
thereof has been personally served, forwarded by expedited messenger or
recognized overnight courier service with evidence of delivery or mailed by
United States registered or certified mail in an envelope properly stamped and
addressed to Tenant at Tenant's Mailing Address set forth in Section 1.1V
hereof, with a copy to David B. Pogrund, Stone Pogrund & Korey, 221 North
LaSalle Street, Chicago, Illinois 60601, or at such other address as Tenant may
theretofore have furnished by written notice to Landlord. Any notices or demands
from Tenant to Landlord shall be deemed to have been duly and sufficiently given
if forwarded by expedited messenger or recognized overnight courier service with
evidence of delivery or mailed by United States registered or certified mail in
an envelope properly stamped and addressed to Landlord at Landlord's Mailing
Address set forth in Section 1.1L hereof, with a copy to Mark S. Richmond, Katz
Randall & Weinberg, 333 West Wacker Drive, Suite 1800, Chicago, Illinois 60606,
or at such other address as Landlord may theretofore have furnished by written
notice to Tenant. The effective date of any such notice shall be the date of
actual delivery, except that if delivery is refused, the effective date of
notice shall be the date delivery is refused.

                                  ARTICLE XXIX

                            COVENANTS RUN WITH LAND

         SECTION XXIX.1. COVENANTS. All of the covenants, agreements, conditions
and undertakings in this Lease contained shall extend and inure to and be
binding upon the heirs, executors, administrators, successors and assigns of the
respective parties hereto, the same as if they were in every case specifically
named, and shall be construed as covenants running with the Land, and wherever
in this Lease reference is made to either of the parties hereto, it shall be
held to include and apply to, wherever applicable, the heirs, executors,
administrators, successors and assigns of such party. Nothing herein contained
shall be construed to grant or confer upon any person or persons, firm,
corporation or governmental authority, other than the parties hereto, their
heirs, executors, administrators, successors and assigns, any right, claim or
privilege by virtue of any covenant, agreement, condition or undertaking in this
Lease contained.

         SECTION XXIX.2. RELEASE OF LANDLORD. The term "Landlord" as used in
this Lease, so far as covenants or obligations on the part of Landlord are
concerned, shall be limited to mean and include only the owner or owners at the
time in question of fee title to the Premises, and in the event of any transfer
or transfers of the title, Landlord herein named (and in the case of any
subsequent transfers or conveyances, the then grantor) shall be



                                       31
<PAGE>

automatically freed and relieved, from and after the date of such transfer or
conveyance, of all personal liability as respects the performance of any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed; provided that any funds in the hands of such
Landlord or the then grantor at the time of such transfer, in which Tenant has
an interest, shall be turned over to the grantee.

                                  ARTICLE XXX

                             ENVIRONMENTAL MATTERS

         SECTION XXX.1. DEFINED TERMS.

         A. "HAZARDOUS MATERIALS", when used herein, shall include, but shall
not be limited to, any substances, materials or wastes that are regulated by any
local governmental authority, the state where the Premises or the Premises is
located, or the United States of America because of toxic, flammable, explosive,
corrosive, reactive, radioactive or other properties that may be hazardous to
human health or the environment, including without limitation, above or
underground storage tanks, flammables, explosives, radioactive materials, radon,
petroleum and petroleum products, petroleum products (other than petroleum
products that are normally contained in motor vehicles to the extent such
products are not released), urea formaldehyde foam insulation, methane,
lead-based paint, polychlorinated biphenyl compounds, hydrocarbons or like
substances and their additives or constituents, pesticides and any other
special, toxic or hazardous materials, wastes, substances or materials of any
kind, including without limitation, those now or hereafter defined, determined
or identified as "hazardous substances," "hazardous materials," "toxic
substances" or "hazardous wastes" in any Environmental Law.

         B. "ENVIRONMENTAL LAW" shall mean any Federal, state or local law,
statute, ordinance, code, rule, regulation, policy, common law, license,
authorization, decision, order, injunction, which pertains to health, safety,
any Hazardous Material, or the environment (including but not limited to ground
or air or water or noise pollution or contamination, and underground or
above-ground tanks) and shall include, without limitation, the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss.6901 ET SEQ., as amended by
the Hazardous and Solid Waste Amendments of 1984; the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
ss.9601 ET SEQ. ("CERCLA"), as amended by the Superfund Amendments and
Reauthorization Act of 1986 ("SARA"); the Hazardous Materials Transportation
Act, 49 U.S.C. ss.1801 ET SEQ.; the Federal Water Pollution Control Act, 33
U.S.C. ss.1251 ET SEQ.; the Clean Air Act, 42 U.S.C. ss.7401 ET SEQ.; the Toxic
Substances Control Act, 15 U.S.C. ss.2601 ET SEQ., the Safe Drinking Water Act,
42 U.S.C. ss.300F ET SEQ.; the Illinois Environmental Protective Act, 415 ILCS
4/1 ET SEQ.; the Clean Air Act (42 U.S.C. ss.7401 ET SEQ., "CAA"); the Rivers
and Harbors Act, (33 U.S.C. ss.401 ET SEQ., "RHA"); the Emergency Planning and
Community Right-to-Know Act of 1986 (41 U.S.C. 11001 ET SEQ., "EPCRA"), the
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 136 to 136y); the
Oil Pollution Act of 1990 (33 U.S.C. 2701 ET SEQ., "OPA"); and the Occupational
Safety and Health Act (29 U.S.C. 651 ET SEQ., "OSHA"); and any other local,
state or federal environmental statutes, and all rules, regulations, orders and
decrees now or hereafter promulgated under any of the foregoing, as any of the
foregoing now exist or may be changed or amended or come into effect in the
future.

         C. "ENVIRONMENTAL CLAIM" shall mean and include any demand, notice of
violation, inquiry, cause of action, proceeding or suit for damages (including
reasonable attorneys' and experts' fees), losses, injuries to person or
property, damages to natural resources, fines, penalties, interest, cost
recovery, compensation, or contribution resulting from or in any way arising in
connection with any Hazardous Material or any Environmental Law.

         D. "PRE-EXISTING CONDITION" shall mean the presence of any Hazardous
Material on the Premises, to the extent such Hazardous Material was not
introduced onto the Premises after the Commencement Date by Tenant or any member
of the Tenant Group.

         E. "ENVIRONMENTAL CONDITION" shall mean the existence of any Hazardous
Material on the Premises other than a Pre-Existing Condition, (i) in violation
of, or requiring cleanup under, any Environmental Law



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<PAGE>

or the provisions of this Article XXX; or (ii) which subjects Landlord to
liability for any Environmental Claim or which must be remediated to prevent
Landlord from incurring liability as a result of such Environmental Claim.

         F. "ENVIRONMENTAL REMEDIATION" shall mean any investigative, cleanup,
removal, containment, remedial or other action relating to an Environmental
Condition (i) required pursuant to any Environmental Law, or (ii) necessary to
prevent Landlord from incurring, or relieve Landlord from, liability as a result
of an Environmental Claim.

         G. "REMEDIATING PARTY" shall mean that party which has elected (or is
deemed to have elected) to perform any Environmental Remediation.

         SECTION XXX.2. TENANT'S COVENANTS WITH RESPECT TO ENVIRONMENTAL
MATTERS. During the Term, Tenant, at its sole cost and expense, shall:

                  A. comply with all Environmental Laws relating to the use and
         operation of the Premises;

                  B. keep the Premises free of Hazardous Materials;

                  C. not exacerbate a Pre-Existing Condition of which Tenant is
         aware;

                  D. in the case of an Environmental Condition:

                           (1) promptly, but not later than three (3) business
                  days after the discovery of an Environmental Condition, notify
                  Landlord of the Environmental Condition;

                           (2) escrow of funds in a manner reasonably acceptable
                  to Landlord or other security reasonably acceptable to
                  Landlord to secure performance of Environmental Remediation
                  and to assure Landlord that all necessary funds are readily
                  available to Landlord to pay the costs and expenses of
                  Environmental Remediation;

                           (3) submit to Landlord for review and approval prior
                  to commencement of any Environmental Remediation, a proposed
                  scope of work and timetable therefor, and provide Landlord
                  with a cost estimate for same;

                           (4) diligently perform Environmental Remediation, as
                  approved by Landlord;

                           (5) submit to Landlord in a timely manner for review
                  and comment the documentation and information required by
                  Sections 30.6 and 30.7 relating to each phase of the
                  Environmental Remediation, including proof satisfactory to
                  Landlord at the conclusion of the work of proper
                  implementation, and pay all costs of Landlord described in
                  Section 30.12(C); and

                           (6) comply with applicable release reporting
                  requirements and provide Landlord with any information
                  necessary to comply;

                  E. not install or operate any above or below ground tank,
         sump, pit, pond, lagoon or other storage or treatment vessel or device
         on the Premises without first obtaining Landlord's prior written
         consent;

                  F. not handle, use, generate, treat, dispose of or permit the
         use, handling, generation, treatment, storage or disposal of any
         Hazardous Materials in, on, under, around or above the Premises at any
         time during the Term;

                  G. not store any above ground tank (including barrels and
         drums), of any size within or without the Premises, except (i) in
         compliance with all Environmental Laws, and (ii) if secondary



                                       33
<PAGE>

         containment approved by Landlord is provided. Empty tanks, barrels and
         drums shall be presumed to have one (1) inch of product remaining when
         declared empty.

         SECTION XXX.3. CONDUCT OF TENANT. If Tenant, with the prior written
authorization of Landlord, which authorization may be granted or denied by
Landlord in its sole and absolute discretion generates, uses, transports,
stores, treats or disposes of any Hazardous Materials:

                  A. Tenant shall, at its own cost and expense, comply with all
         Environmental Laws relating to Hazardous Materials;

                  B. Tenant shall (i) not dispose of any Hazardous Materials in
         dumpsters or trash containers or at any other location at the Premises;
         (ii) not discharge any Hazardous Materials into drains or sewers; (iii)
         not cause or allow the release, discharge, emission or run-off of any
         Hazardous Materials to air, to surface waters, to the land, to ground
         water, whether directly or indirectly; (iv) at Tenant's own cost and
         expense, arrange for the lawful transportation and off-site disposal of
         all Hazardous Materials generated by Tenant; (v) provide secondary
         containment around all Hazardous Materials storage containers, storage
         facilities and above ground storage tanks; (vi) conduct all necessary
         environmental inspections, if any, prior to any renovation or
         demolition and provide copies of all such reports to the Landlord;
         (vii) comply with all reporting requirements under any local, state or
         federal ordinance, statute or regulation, such as, but not limited to,
         toxics inventory reporting under the Emergency Planning and Community
         Right-to-Know Act, the provisions under 40 CFR Part 61, or various
         regulations controlling the emissions into the atmosphere of volatile
         organic compounds and provide copies of all such reports and
         notifications to Landlord; and (viii) use only highly skilled people to
         address all environmental issues associated with the leasehold, that
         such people and all employees of the Tenant shall receive all required
         training or certification under any local, state or federal law
         specifically mentioned or alluded to in Section 30.1 of this Lease;

                  C. Tenant shall promptly provide Landlord with copies of all
         communications, permits or agreements with any governmental authority
         or agency (federal, state or local) or any private entity relating in
         any way to the violation or alleged violation of any Environmental Laws
         or to any violation of Tenant's obligations under subparagraph (B)
         above; and

                  D. Landlord and Landlord's agents and employees shall have the
         right to enter the Premises and/or conduct appropriate tests for the
         purpose of ascertaining that Tenant complies with all applicable laws,
         rules or permits relating in any way to the presence of Hazardous
         Materials on the Premises.

                  If the presence, release, threat of release, placement on or
in the Premises occurs or is caused in whole or in part by Tenant or any member
of the Tenant Group during the Term of this Lease, or the generation,
transportation, storage, treatment, or disposal at the Premises occurs or is
caused in whole or in part during the Term of this Lease by Tenant or any member
of the Tenant Group of any Hazardous Materials gives rise to liability
(including, but not limited to, a response action, remedial action, or removal
action) under any Environmental Laws or common law theory, including, but not
limited to nuisance, strict liability, negligence and trespass, Tenant shall
promptly take any and all remedial and removal action necessary to clean up the
Premises containing such Hazardous Materials and mitigate exposure to liability
arising from the Hazardous Materials, whether or not required by law.

                  SECTION XXX.4. EXACERBATION. If Tenant exacerbates a
Pre-Existing Condition of which it is aware (including as a result of Tenant's
investigative or remediation activities) during the Lease term, that the
provisions of this Article XXX shall apply to such exacerbation of the
Pre-Existing Condition, and Tenant shall perform Environmental Remediation as to
such exacerbation. Tenant shall be responsible for all fines and penalties
caused by Tenant or to the extent exacerbated by Tenant (including Tenants
environmental investigation or remediation activities) at any time during the
Lease Term.

                  SECTION XXX.5. RIGHTS OF INSPECTION. Landlord and their
respective agents and representatives shall have a right of entry and access to
the Premises at any time in Landlord's discretion for the purposes of (i)
inspection of the documentation relating to Hazardous Materials or environmental
matters maintained by Tenant or occupant of the Premises; (ii) ascertaining the
nature of the activities being conducted on



                                       34
<PAGE>

the Premises and investigating whether Tenant is in compliance with its
obligations under Article XXX of this Lease; and (iii) determining the type,
land and quantity of all products, materials and substances brought onto the
Premises, or made or produced thereon. Landlord and its agents and
representatives shall have the right to take samples in quantities sufficient
for analysis of all products, materials and substances present on the Premises
including, but not limited to, samples, products, materials or substances
brought onto or made or produced on the Premises by Tenant or occupant of the
Premises or their respective agents, employees, contractors or invitees and
shall also have the right to conduct other tests and studies as may be
reasonably determined by Landlord to be appropriate in order to investigate
whether Tenant is in compliance with its obligations under Article XXX. Landlord
agrees that, in exercising its rights as described above, it will not
unreasonably interfere with the activities of Tenant in the Premises.

                  SECTION XXX.6. COPIES OF NOTICES. During the term of this
Lease, Tenant and Landlord shall each provide the other promptly with copies of
all summons, citations, directives, information inquiries or requests, notices
of potential responsibility, notices of violation or deficiency, orders or
decrees, Environmental Claims, complaints, investigations, judgments, letters,
notices of environmental liens or response actions in progress, and other
communications, written or oral, actual or threatened, received in the case of
Tenant, by Tenant or occupant of the Premises, or in the case of Landlord, by
Landlord, from the United States Environmental Protection Agency, Occupational
Safety and Health Administration, Illinois Environmental Protection Agency, or
other federal, state or local agency or authority, or any other entity or
individual (including both governmental and non-governmental entities and
individuals), concerning (a) any actual or alleged release of a Hazardous
Material on, to or from the Premises; (b) the imposition of any lien on the
Premises relating to any Hazardous Material; (c) any actual or alleged violation
of or responsibility under Environmental Laws; or (d) any actual or alleged
liability under any theory of common law tort or toxic tort, including without
limitation, negligence, trespass, nuisance, strict liability or ultrahazardous
activity.

                  SECTION XXX.7. TESTS AND REPORTS.

                  A. Upon written request by Landlord, Tenant shall provide
Landlord, at Tenant's expense, with (i) copies of all environmental reports and
tests prepared or obtained by or for Tenant or occupant of the Premises; (ii)
copies of transportation and disposal contracts (and related manifests,
schedules, reports and other information) entered into or obtained by Tenant
with respect to any Hazardous Materials; (iii) copies of any permits issued to
Tenant under Environmental Laws with respect to the Premises; (iv) prior to
filing, copies of any and all reports, notifications and other filings to be
made by Tenant or occupant of the Premises to any federal, state or local
environmental authorities or agencies and after filing, copies of such filings;
and (v) any other applicable documents and information with respect to
environmental matters relating to the Premises. Tenant shall be obligated to
provide such documentation only to the extent within Tenant's possession or
control.

                  B. In addition, if Landlord shall ever reasonably believe that
there exists any breach by Tenant of the terms of this Article XXX, or if any
Environmental Claim is made or threatened, or if a default shall have occurred
under the Lease, or at Landlord's discretion, one (1) time per Lease Year,
Landlord shall have the right, but not the duty, to enter upon the Premises and
conduct an environmental assessment of the Premises, including but not limited
to a visual site inspection, review of records pertaining to the site and
interviews of Tenant's representatives or others concerning the site use and
history and other matters. In exercising its rights as described above, Landlord
shall not unreasonably interfere with the activities of Tenant on the Premises.
The investigation may also include reasonable subsurface or other invasive
investigation of the Premises including but not limited to soil borings and
sampling of site soil and ground or surface water for laboratory analysis, as
may be recommended by the consultant as part of its inspection of the Premises
or based upon such other reasonable evidence of Environmental Conditions
warranting such subsurface or other invasive investigation. Landlord shall have
the right but not the duty, to retain any independent professional consultant to
conduct any such environmental, assessment; provided, however, that Landlord
agrees to limit in the absence of an Environmental Claim or default under this
Article XXX the number of such environmental assessments to one (1) per Lease
Year for the Lease Term. Tenant will cooperate with the Landlord's consultant
and will supply to the consultant, promptly upon request any information
reasonably requested by Landlord to facilitate the completion of the
environmental assessment. Landlord and its designees are hereby granted access
to the Premises at any time or times, upon reasonable notice (which may be
written or oral) to perform such environmental assessment. In exercising its
right, Landlord shall use its reasonable efforts to minimize disruption of
operations at the Premises. Any costs associated



                                       35
<PAGE>

with performance of the environmental assessment, including but not limited to
the consultant fees and restoration of any property damaged by such
environmental assessment, shall be paid by Landlord, unless such investigation
discloses an Environmental Condition which is not a Pre-Existing Condition
(unless same is exacerbated by Tenant), in which case Tenant shall pay such
costs.

                  SECTION XXX.8. INDEMNIFICATION. Tenant shall reimburse,
defend, indemnify and hold Landlord and any other Indemnified Party free and
harmless from and against any and all Environmental Claims resulting from an
Environmental Condition, response costs, losses, liabilities, damages, costs and
expenses, including, without limitation, loss of rental income, loss due to
business interruption, and reasonable attorneys' fees and costs, arising out of
or in any way connected with any or all of the following:

                  A. any Hazardous Materials (other than a Pre-Existing
         Condition) which, at any time during the Term, are or were actually or
         allegedly generated, stored, treated, released, disposed of or
         otherwise located on or at the Premises as a result of the act or
         omission of Tenant or any member of the Tenant Group (regardless of the
         location at which such Hazardous Materials are now or may in the future
         be located or disposed of), including, but not limited to any and all
         (i) liabilities under any common law theory of tort, nuisance, strict
         liability, ultrahazardous activity, negligence or otherwise based upon,
         resulting from or in connection with any Hazardous Material; (ii)
         obligations to take response, cleanup or corrective action pursuant to
         any Environmental Laws; and (iii) the costs and expenses of
         investigation or remediation in connection with the decontamination,
         removal, transportation, incineration or disposal of any of the
         foregoing; and

                  B. any actual or alleged illness, disability, injury or death
         of any person, in any manner arising out of or allegedly arising out of
         exposure to Hazardous Materials or other substances or conditions
         present at the Premises as a result of the act or omission of Tenant or
         any member of the Tenant Group (including, but not limited to,
         ownership, operation and disposal of any equipment which generates,
         creates or uses electromagnetic files, x-rays, other forms of radiation
         and radioactive materials), regardless of when any such illness,
         disability, injury or death shall have occurred or been incurred or
         manifested itself; and

                  C. any actual or alleged failure of Tenant or any member of
         the Tenant Group at any time and from time to time to comply with all
         applicable Environmental Laws;

                  D. any failure by Tenant to comply with its obligations under
         this Article XXX relating to an Environmental Condition for which
         Tenant is Remediating Party;

                  E. Tenant's failure to provide all information, make all
         submissions, and take all steps required by all applicable governmental
         authorities;

                  F. the imposition of any lien for damages caused by, or the
         recovery of any costs for, the remediation cleanup of Hazardous
         Material as a result of events that took place during the Term of this
         Lease as a result of the act or omission of Tenant or any member of the
         Tenant Group;

                  G. costs of removal of any and all Hazardous Material from all
         or any portion of the Premises, which Hazardous Material were placed on
         the Premises during the Term of this Lease as a result of the act or
         omission of Tenant or any member of the Tenant Group;

                  H. costs incurred to comply, in connection with all or any
         portion of the Premises, with all governmental regulations with respect
         to Hazardous Materials on, in, under or affecting the Premises, which
         Hazardous Materials were placed on the Premises during the Term of this
         Lease as a result of the act or omission of Tenant or any member of the
         Tenant Group;

                  I. any spills, discharges, leaks, escapes, releases, dumping,
         transportation, storage, treatment or disposal of any Hazardous
         Materials which occur during the Term of this Lease, but only to the
         extent that such Hazardous Materials originated from or were or are
         located on the Premises and result from the act or omission of Tenant
         or any member of the Tenant Group.



                                       36
<PAGE>

                  In the event Environmental Claims or other assertion of
liability shall be made against any Indemnified Party for which the Indemnified
Party is entitled to indemnity hereunder, the procedure set forth in Section
24.1 shall apply. The obligations of Tenant under this Section 30.8 shall
survive any termination or expiration of this Lease.

                  SECTION XXX.9. LANDLORD REPRESENTATION WITH RESPECT TO
ENVIRONMENTAL MATTERS. Landlord represents to Tenant that, to the actual
knowledge of Michael M. Mullen, Chief Operating Officer of Landlord, as of the
date of this Lease, the Land is free from Hazardous Substances other than as
disclosed by the reports described on EXHIBIT "E" attached hereto and by this
reference made a part hereof. The phrase "actual knowledge" as used above shall
mean the current actual knowledge of Michael M. Mullen and shall not be
construed, by imputation or otherwise, to refer to the knowledge of any other
person or entity or to impose upon Michael M. Mullen the duty to investigate the
matter as to which such actual knowledge or absence thereof pertains.

                  SECTION XXX.10. LIABILITY OF LANDLORD. Landlord hereby
acknowledges that there may be a Pre-Existing Condition (including, but not
limited to the conditions described in the reports referenced on EXHIBIT "E"
attached hereto and by this reference made a part hereof) on the Premises.
Landlord hereby covenants to remediate, at Landlord's sole cost and expense,
without reimbursement from Tenant, any Hazardous Substances on the Premises due
to the act of Landlord or due to any Pre-Existing Conditions to the extent
required by applicable Environmental Laws. Landlord shall provide Tenant with a
copy of its application to submit the Land and existing building to the Illinois
site remediation program. Upon completion of the remediation of any currently
known Pre-Existing Condition which Landlord is in the process of remediating,
Landlord shall use reasonable efforts to obtain a so-called "no further action
letter" or other acknowledgement from the Illinois Environmental Protection
Agency that the applicable conditions have been remediated, subject to the right
of Landlord to permit institutional controls, including, but not limited to,
deed restrictions and engineered barriers. Landlord shall provide Tenant with a
copy of the no further action letter or such other evidence received by
Landlord.

                  At such time as the concrete slab located on the west end of
the Land has been removed as part of the process of constructing the Initial
Improvements, Landlord shall arrange for two soil samples to be collected from
the ground below the slab and tested for arsenic. In the event that the samples
indicate levels of arsenic above Illinois Environmental Protection Agency
("IEPA") levels, Landlord shall excavate soil from the area where the applicable
sample was taken and take additional soil samples. Landlord shall continue that
process until such time as confirmation samples indicate that the remaining soil
in the area where the initial two samples were taken meets IEPA remediation
objectives. Landlord shall indemnify, defend and hold Tenant harmless from and
against all reasonable attorneys' fees and court and related litigation costs
incurred by Tenant in connection with any action arising out of the existence of
any Pre-Existing Condition to which Tenant is made a party by another person or
entity. Landlord may, at its sole cost, with counsel of its choosing, defend
Tenant in any such action.

                  Landlord shall not have liability to Tenant or any member of
the Tenant Group for Hazardous Materials on the Premises except as set forth
above in Sections 30.09 and 30. 10 hereof.

                                  ARTICLE XXXI

                       RIGHT OF FIRST REFUSAL TO PURCHASE

                  SECTION XXXI.1. RIGHT OF FIRST REFUSAL TO PURCHASE. Landlord
agrees that if, during the Term of this Lease, Landlord receives an offer to
purchase the Premises, Tenant shall have the first right of first refusal to
purchase the Premises on the following terms and conditions:

                  A. The right granted to Tenant hereunder shall not be
effective if (i) Landlord determines to sell or transfer the Premises to a
Landlord Successor or Landlord Affiliate (as such terms are hereinafter
defined), (ii) Landlord obtains a bona fide first mortgage from an institutional
lender not related to or affiliated with Landlord which mortgage is a so-called
"Participating Mortgage" under which the lender has a right to participate in
the profits or cash flow or both of the Premises, (iii) the Premises is sold in
a transaction involving the simultaneous leaseback of the Premises by Landlord,
or (iv) the Premises is being sold along with other property. As used herein,


                                       37
<PAGE>

the term "Landlord Successor" shall mean any entity (i) which results from a
merger or consolidation with the original Landlord under this Lease or (ii)
which acquires all or substantially all of the assets of the original Landlord
under this lease for a legitimate business purpose; and the term "Landlord
Affiliate" shall mean (i) CenterPoint Properties Trust or (ii) any entity which
is controlled by, controls, or is under common control with (A) the original
Landlord named in this lease, or (B) a Landlord Successor. For purposes of the
foregoing, the term "control" means the power to direct the management and
policies of the subject entity, either directly or indirectly, whether through
the ownership of voting securities or other beneficial interests or otherwise.

                  B. If Landlord obtains a bona fide offer to purchase the
Premises from any third party (except as set forth in subparagraph 31.1A above),
Landlord shall submit such offer to Tenant and Tenant shall have the right,
within five business (5) days after receipt of the offer, to purchase the
Premises on the same terms and conditions as set forth in the offer. If Tenant
does not given Landlord notice in writing within said 5-day period that Tenant
intends to exercise its rights hereunder, then Landlord shall be free to sell
the Premises on the terms and conditions set forth in the offer submitted to
Tenant and Tenant shall not have any further rights under this Article XXXI.
Notwithstanding the terms of any third party offer, Tenant shall not be entitled
to the benefit of any "due diligence period', "inspection period" or any other
right to terminate the offer to purchase granted to the third party purchaser.

                                 ARTICLE XXXII

                                 MISCELLANEOUS

                  SECTION XXXII.1. CAPTIONS. The captions of this Lease are for
convenience only and are not to be construed as part of this Lease and shall not
be construed as defining or limiting in any way the scope or intent of the
provisions hereof.

                  SECTION XXXII.2. SEVERABILITY. If any covenant, agreement or
condition of this Lease or the application thereof to any person, firm or
corporation or to any circumstances, shall to any extent be invalid or
unenforceable, the remainder of this Lease, or the application of such covenant,
agreement or condition to persons, firms or corporations or to circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby. Each covenant, agreement or condition of this Lease shall be
valid and enforceable to the fullest extent permitted by law.

                  SECTION XXXII.3. APPLICABLE LAW. This Lease shall be construed
and enforced in accordance with the laws of the state where the Premises are
located.

                  SECTION XXXII.4. AMENDMENTS IN WRITING. None of the covenants,
terms or conditions of this Lease, to be kept and performed by either party,
shall in any manner be altered, waived, modified, changed or abandoned, except
by a written instrument, duly signed, acknowledged and delivered by the other
party.

                  SECTION XXXII.5. RELATIONSHIP OF PARTIES. Nothing contained
herein shall be deemed or construed by the parties hereto, nor by any third
party, as creating the relationship of principal and agent or of partnership, or
of joint venture by the parties hereto, it being understood and agreed that no
provision contained in this Lease nor any acts of the parties hereto shall be
deemed to create any relationship other than the relationship of Landlord and
Tenant.

                  SECTION XXXII.6. BROKERAGE. Tenant warrants that it has no
dealings with any real estate broker or agent in connection with this lease
other than Landlord's Broker and Tenant's Broker, and Tenant covenants to pay,
hold harmless and indemnify Landlord from and against any and all cost, expense
or liability for any compensation, commissions and charges claimed by any other
broker or other agent with respect to this Lease or the negotiation thereof
arising out of any acts of Tenant.

                  SECTION XXXII.7. NO ACCORD AND SATISFACTION. No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly rent herein
stipulated and additional rent shall be deemed to be other than on


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<PAGE>

account of the earliest stipulated rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or
pursue any other remedy in this Lease provided.

                  SECTION XXXII.8. JOINT EFFORT. The preparation of this Lease
has been a joint effort of the parties hereto and the resulting documents shall
not, solely as a matter of judicial construction, be construed more severely
against one of the parties than the other.

                  SECTION XXXII.9. WAIVER OF JURY TRIAL. Tenant hereby waives a
jury trial in action brought by Landlord hereunder.

                  SECTION XXXII.10. TIME. Time is of the essence of this Lease,
and all provisions herein relating thereto shall be strictly construed.

                  SECTION XXXII.11. LANDLORD'S CONSENT. Landlord's granting of
any consent under this Lease, or Landlord's failure to object to any action
taken by Tenant without Landlord's consent required under this Lease, shall not
be deemed a waiver by Landlord of its rights to require such consent for any
further similar act by Tenant. No waiver by Landlord of any other breach of the
covenants of this Lease shall be construed, taken or held to be a waiver of any
other breach or to be a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. None of the Tenant's covenants under
this Lease, and no breach thereof, shall be waived, altered or modified except
by a written instrument executed by Landlord.

                  SECTION XXXII.12. NO PARTNERSHIP. Landlord is not, and shall
not be deemed to be, in any way or for any purpose, the partner, employer,
principal, master or agent of or with Tenant.

                  SECTION XXXII.13. LANDLORD'S LIABILITY. Notwithstanding
anything to the contrary herein contained, after the Commencement Date there
shall be absolutely no personal liability asserted or enforceable against
Landlord or on any persons, firms or entities who constitute Landlord with
respect to any of the terms, covenants, conditions and provisions of this Lease,
and Tenant shall, subject to the rights of any mortgagee, look solely to the
interest of Landlord, its successors and assigns in the Premises for the
satisfaction of each and every remedy of Tenant in the event of default by
Landlord hereunder; such exculpation of personal liability is absolute and
without any exception whatsoever. If the entity constituting Landlord is a
partnership, Tenant agrees that the deficit capital account of any such partner
shall not be deemed an asset or property of said partnership.

                  SECTION XXXII.14. RENT ABSOLUTE. This Lease shall be deemed
and construed to be a "net lease" and Tenant agrees to pay all costs and
expenses of every kind and nature whatsoever, ordinary and extraordinary,
arising out of or in connection with the ownership, maintenance, repair,
replacement, use and occupancy of the Premises during the Term of this Lease,
which, except for the execution and delivery hereof, would otherwise have been
payable by Landlord.

                  SECTION XXXII.15. TENANT AUTHORITY. Simultaneously with the
execution and delivery of this Lease by Tenant, Tenant shall deliver to Landlord
and Landlord shall deliver to Tenant:

                  A. Certified resolutions of its board of directors of Tenant
         executing this Lease on behalf of Tenant authorizing the execution and
         delivery of this Lease.

                  B. A certificate of incumbency executed by the secretary of
         any corporate partner of Tenant and Landlord executing this Lease
         identifying by name, office and facsimile signature the officers of
         Tenant.

                  C. A current certificate of good standing issued by the
         Secretary of State of the state of incorporation of Tenant and the
         State of Illinois.


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<PAGE>

                  SECTION XXXII.16. ENTIRE AGREEMENT. It is understood and
agreed that all understandings and agreements heretofore had between the parties
hereto are merged in this Lease, the exhibits annexed hereto and the instruments
and documents referred to herein, which alone fully and completely express their
agreements, and that no party hereto is relying upon any statement or
representation, not embodied in this Lease, made by the other. Each party
expressly acknowledges that, except as expressly provided in this Lease, the
other party and the agents and representatives of the other party have not made,
and the other party is not liable for or bound in any manner by, any express or
implied warranties, guaranties, promises, statements, inducements,
representations or information pertaining to the transactions contemplated
hereby.

                  SECTION XXXII.17. 5980 LEASE. LASALLE NATIONAL TRUST, N.A.,
not personally or individually but as Trustee under Trust Agreement dated August
14, 1990 and known as Trust No. 115722 (hereinafter referred to as "LaSalle")
and Tenant entered into an Industrial Space Lease dated December 30, 1992
relating to space at 5980 Touhy Avenue, Niles, Illinois (hereinafter referred to
as the "5980 Lease"). The interest of LaSalle in the 5980 Lease has previously
been assigned to Landlord. Landlord and Tenant hereby agree that (i) the
Termination Date set forth in the 5980 Lease shall be changed from September 31,
2003 to the date which is the thirtieth (30th) day after the Commencement Date
of this Lease, (ii) Tenant shall not be obligated to pay Rent under the 5980
Lease from the date of the Commencement Date of this Lease, through and
including the date of the Termination Date under the 5980 Lease as set forth in
(i) above, (iii) the Security Deposit under the 5980 Lease shall be paid to
Tenant as provided in the 5980 Lease, and (iv) except as set forth in this
Section 32.17, all the terms, conditions, provisions and agreements of the 5980
Lease shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties have executed this Lease as of
the date set forth above.

LANDLORD:                        CENTERPOINT REALTY SERVICES CORPORATION, an
                                 Illinois corporation

                                 By:_____________________________________
                                  Its:


                                 Attest:


                                 By:_____________________________________
                                  Its:


TENANT:                          HA-LO INDUSTRIES, INC., an Illinois corporation


                                 By:_____________________________________
                                  Its:


                                 Attest:


                                 By:_____________________________________
                                  Its:



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