SUBLEASE

1
EXHIBIT 10.6

SUBLEASE

1. Parties. This Sublease, dated as of September 30, 1998 is made between Cherry
Communications Incorporated, an Illinois corporation, d/b/a Resurgens
Communications Group ("Sublandlord"), and Maxxis Group, Inc., a Georgia
corporation ("Subtenant").

2. Master Lease. Sublandlord is the tenant under a lease dated February 10,
1995, as amended March 11, 1996, wherein LaSalle National Trust, N.A. personally
but solely as Trustee under Trust Agreement dated April 14, 1978 ("Master
Landlord") leased to Sublandlord certain premises described as approximately
7,119 rentable square feet in that certain building (the "Building") commonly
known as Printers' Square, with a street address of 000-000 X. Xxxxxxx Xxxxxx,
00 Xxxx Xxxx Xxxxxx, and 00 Xxxx Xxxxxxxx Xxxxxx in the City of Chicago, State
of Illinois (the "Master Premises").

Such lease and amendments are herein collectively referred to as the "Master
Lease" and are attached hereto as EXHIBIT A.

3. Premises. Sublandlord hereby subleases to Subtenant on the terms and
conditions set forth in this Sublease a portion of the Master Premises
consisting of a portion of the Master Premises (the "Premises"), as more
particularly described in EXHIBIT B attached hereto and made a part hereof.

4. Term. The term ("Term") of this Sublease shall commence (the "Commencement
Date") on October 1, 1998 and end on March 31, 2001 (the "Termination Date"),
unless otherwise sooner terminated in accordance with the provisions of this
Sublease.

5. Rent.

(i) Subtenant shall pay to Sublandlord as monthly base rent, without
deduction, setoff, notice, or demand, at the address set forth in Section 10,
or at such other place as Sublandlord shall designate from time to time by
notice to Subtenant, the amounts per month set forth on EXHIBIT C (the
"Rent"), in advance, on the first day of each month of the Term. The Rent
shall be subject to upward adjustment proportional to any rent increases
pursuant to the Master Lease, including without limitation Section 22 of the
Master Lease.

(ii) Subtenant recognizes that late payment of any rent or other sum due
hereunder Subtenant to Sublandlord will result in administrative expense to
Sublandlord, the extent of which additional expense is extremely difficult
and economically impracticable to ascertain. Subtenant therefore agrees that
if rent or any other payment due hereunder from Subtenant to Sublandlord
remains unpaid ten (10) days after said amount is due, the amount of such
unpaid rent or other payment shall be increased by a late charge to be paid
Sublandlord by Subtenant in an amount equal to five percent (5%) of the
amount of the delinquent rent or other payment. Subtenant

agrees that such amount is a reasonable estimate of the loss and expense to
be suffered by Sublandlord as a result of such late payment by Subtenant and
may be charged by Sublandlord to defray such loss and expense. The provisions
of this Paragraph shall not relieve Subtenant of the obligation to pay rent
or other payments on or before the date on which they are due; nor do the
terms of this Paragraph in any way affect Sublandlord's remedies pursuant to
the other provisions of this Sublease or otherwise at law in the event said
rent or other payment is unpaid after the date due.

6. Use of the Premises. The Premises shall be used and occupied only for general
office purposes, and for no other use or purpose without the consent of
Sublandlord, which shall not be unreasonably withheld, and the consent of the
Master Landlord in accordance with the terms and conditions of the Master Lease.

7. Assignment and Subletting. Subtenant shall not hypothecate its interest in or
assign this Sublease, or further sublet all or any part of the Premises without
(i) the prior written consent of Sublandlord, which shall not be unreasonably
withheld, and (ii) the prior written consent of Master Landlord in accordance
with the terms and provisions of the Master Lease; nor shall Subtenant permit
any lien to be leased on Subtenant's interest by operation of law.

8. Other Provisions of Sublease. Except as noted elsewhere in this Sublease, all
applicable terms and conditions of the Master Lease are incorporated into and
made a part of this Sublease as if Sublandlord were the landlord thereunder,
Subtenant the tenant thereunder, and the Premises the Master Premises, but
incorporating such provisions herein shall not obligate Sublandlord to perform
any maintenance or repair of or provide utilities or services to the Premises or
be responsible for any representations or warranties of Master Landlord under
the Master Lease. Subtenant assumes and agrees to perform the tenant's
obligations under the Master Lease during the Term to the extent that such
obligations are applicable to the Premises, except that the obligation to pay
rent to Master Landlord under the Master Lease shall be considered performed by
Subtenant to the extent and in the amount rent is paid to Sublandlord in
accordance with Section 5 of this Sublease. Subtenant shall not commit or suffer
any act or omission that will violate any of the provisions of the Master Lease.
If the Master Lease gives Sublandlord any right to terminate the Master Lease in
the event of the partial or total damage, destruction, condemnation of the
Master Premises or the Building or otherwise, the exercise of such right by
Sublandlord shall not constitute a default or breach hereunder.

9. Attorney's Fees. If Sublandlord or Subtenant shall commence an action against
the other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable attorney's
fees actually incurred.

10. Notices. All notices and demands which may or are to be required or
permitted to be given by either party on the other hereunder shall be in
writing. All notices and demands by the Sublandlord to Subtenant shall be sent
by United States mail, postage prepaid, by overnight courier service, or by hand
delivery, addressed to the Subtenant at the address set forth below, or to such
other place as Subtenant may from time to time designate in a notice to the

Sublandlord. All notices and demands by the Subtenant to Sublandlord shall be
sent by United States mail, postage prepaid, by overnight courier service, or by
hand delivery, addressed to the Sublandlord at the address set forth below, or
to such other person or place as the Sublandlord may from time to time designate
in a notice to the Subtenant.

To Sublandlord: Resurgens Communications Group
Suite 2210
000 Xxxx Xxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer

To Subtenant: Maxxis Group, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxx

11. Time Periods for Performance. Notwithstanding the provisions of Section 8 of
this Sublease, the time limits contained in the Master Lease for the giving of
notices, making of demands or performing of any act, condition or covenant on
the part of tenant under the Master Lease, or for the exercise by the tenant
thereunder of any right, remedy or option incorporated herein are changed for
the purpose of incorporation herein by reference by shortening the same, in each
instance, by five (5) days, so that, instance, Subtenant shall have five (5)
days less time to observe or perform hereunder than Sublandlord has as tenant
under the Master Lease. If the Master Lease, as incorporated herein, only allows
ten (10) days or less for Subtenant to perform any act or to correct any failure
relating to the Premises or this Sublease, then, except in the event of an
emergency, Subtenant shall nevertheless be allowed the time limit provided by
the Master Lease to perform any such act or correct any such failure.

12. Performance by Sublandlord. Sublandlord covenants and agrees that it will
fully and punctually pay all rent and other charges due any payable under the
Master Lease as and when the same shall become due and payable.

13. Enforcement of Rights. If Master Landlord defaults in any of its obligations
under the Master Lease, Subtenant shall be entitled to participate with
Sublandlord in any action undertaken by Sublandlord in the enforcement of
Sublandlord's rights against Master Landlord. If Sublandlord elects not to take
action, whether legal action or otherwise, for the enforcement of Sublandlord's
rights against Master Landlord, Subtenant shall have the right to take such
action in its own name and, for that purpose and only to such extent, all the
rights of Sublandlord under the Master Lease with respect to the Premises shall
be and are hereby conferred upon and assigned to Subtenant, and Subtenant shall
be subrogated to such rights to the extent they apply to the Premises.

14. Delivery of Possession. Subject to the provisions of Section 25, the
Premises shall be delivered in their "as is" condition, broom clean, as of the
Commencement Date. Subtenant acknowledges that it has inspected the Premises and
found them to be in acceptable condition. In the event that Sublandlord fails to
deliver possession of the Premises to Subtenant within thirty (30) days of the
Commencement Date, Subtenant may terminate this Sublease upon written notice to
Sublessor and upon the giving of such notice, shall have no further liability to
Sublessor hereunder.

15. Cross Default. In the event either party defaults under other agreements
with the other party, then the non-defaulting party may terminate this Sublease
upon giving written notice thereof to the other party, which termination shall
be effective upon receipt.

16. Subtenant's Indemnity. Subtenant shall defend, indemnify and hold harmless
Sublandlord, its partners, employees, and agents, from and against any and all
claims, liabilities, suits, judgments, awards, damages, losses, fines,
penalties, costs and expenses, including reasonable attorney's fees, that
Sublandlord, its partners, employees and agents actually incur by reason of or
arising out of or related to the breach by Subtenant of any of the duties,
obligations, liabilities or covenants applicable to Subtenant hereunder,
Subtenant's occupancy or use of the Premises, any alterations, additions or
modifications made to the Premises by Subtenant or Subtenant's negligence or
willful misconduct; provided, however, that this Section 16 shall not apply to
matters arising out of or resulting from the negligence or willful misconduct of
Landlord or its agents or employees. This indemnification shall survive
termination of this Sublease.

17. Limitations on Sublandlord.

(i) Subtenant acknowledges that Sublandlord has made no representations or
warranties with respect to the Building or the Premises except as expressly
provided in this Sublease.

(ii) If Sublandlord assigns its leasehold estate in the Master Premises
with Master Landlord's consent, Sublandlord shall have no obligation to
Subtenant arising thereafter, provided that such assignee agrees in writing
to be bound by the terms and conditions of this Sublease. Subtenant shall
then recognize Sublandlord's assignee as sublessor under this Sublease.

18. Subtenant's Obligations upon Termination of this Sublease. Subtenant shall
keep the Premises in good order and condition and, at the expiration or sooner
termination of this Sublease, shall surrender and deliver up the same, "broom
clean" and in good order and condition, ordinary wear and tear and damage by
fire and other casualty excepted. Subject to the preceding sentence, Subtenant
may, and shall, if requested by Sublandlord, restore the Premises to their
condition as of the Commencement Date. Subtenant shall repair any damage to the
Premises or the Building caused by Subtenant's move into the Premises, the
removal from the Premises of any property by or on behalf of Subtenant, and any
damage otherwise caused by Subtenant.

19. Subordination to the Master Lease. This Sublease is expressly subject and
subordinate to the Master Lease. Subtenant acknowledges that it has received a
copy, and has reviewed the terms of, the Master Lease. In addition to
Subtenant's, obligations under this Sublease and to the extent not inconsistent
with this Sublease, Subtenant shall observe and perform all of the terms,
covenants and conditions of the Master Lease which Sublandlord, as tenant under
the Master Lease, is obligated to observe and perform with respect to the
Premises, except for the payment of rent thereunder, as such terms, covenants
and conditions of the Master Lease are incorporated herein pursuant to Section 8
of this Sublease. Subtenant shall not do, omit to do, or permit to be done or
omitted any act in or related to the Premises which could or does constitute a
breach or default under the terms of the Master Lease. If any of the express
provisions of this Sublease shall conflict with any of the provisions
incorporated by reference, such conflict shall be resolved in favor of the
express provisions of this Sublease.

20. Sublandlord's Access. Sublandlord and its agents and employees and Master
Landlord shall have the right to enter the Premises in the event of an
emergency, and at other reasonable times, from time to time, upon reasonable
notice to Subtenant (which notice may be oral) to ascertain whether Subtenant is
in compliance with the provisions of this Sublease, to make such repairs as
Sublandlord deems necessary, and, in the case of Master Landlord, to exhibit the
Premises to prospective tenants during the last twelve (12) months of the Term.

21. Consent or Approval of Master Landlord. If the consent or approval of Master
Landlord is required under the Master Lease with respect to any matter relating
to the Premises, it shall also be required hereunder. Subtenant shall be
required first to obtain the consent or approval of Sublandlord with respect
thereto and, if Sublandlord grants such consent or approval, such consent may be
conditioned upon receipt of Consent or approval delivered to Master Landlord.
Subtenant shall be required to deliver to Sublandlord a copy of any request for
consent or approval delivered to Master Landlord and Master Landlord's response
thereto within five (5) days of delivery or receipt, as the case may be.
Sublandlord shall, if requested, assist Subtenant in obtaining such consent or
approval from Master Landlord, but Sublandlord shall not be responsible for
obtaining such consent or approval or any costs or expenses in connection
therewith.

22. Right to Cure Subtenant's Defaults. If Subtenant shall at any time fail to
make any payment or perform any other obligation of Subtenant hereunder, then
Sublandlord shall have the right, but not the obligation, after the lesser of
five (5) days' notice to Subtenant or the time within which Master Landlord may
act on Sublandlord's behalf under the Master Lease, or without notice to
Subtenant in the case of any emergency, and without waiving or releasing
Subtenant from any obligations of Subtenant hereunder, to make such payment or
perform such other obligation of Subtenant in such manner and to such extent as
Sublandlord shall deem reasonably necessary, and in exercising any such right,
to pay any incidental costs and expenses, employ attorneys and other
professionals, and incur and pay attorneys' fees and other costs reasonably
required in connection therewith. Subtenant shall pay to Sublandlord upon demand
all sums so paid by Sublandlord and all incidental costs and expenses of
Sublandlord in connection therewith.

23. Survival. Except as otherwise set forth in this Sublease, any obligations of
Subtenant (including, without limitation, rental and other monetary obligations,
repair obligations and obligations to indemnify Sublandlord), shall survive the
expiration or sooner termination of this Sublease, and Subtenant shall
immediately reimburse Sublandlord for any expense incurred by Sublandlord in
curing Subtenant's failure to satisfy any such obligation (notwithstanding the
fact that such cure might be effected by Sublandlord following the expiration or
earlier termination of this Sublease). Subtenant shall have reciprocal rights in
all respects as to Sublandlord under this Section 23.

24. Brokers. Sublandlord and Subtenant warrant and represent that they have had
no dealings with any real estate broker or agent in connection with the
negotiation of this Sublease, and that they know of no other real estate broker
or agent who is or might be entitled to a commission in connection with this
Sublease. Sublandlord and Subtenant each agree to indemnify, defend and hold the
other party harmless from and against any and all liabilities or expenses,
including reasonable attorneys' fees and costs actually incurred, arising out of
or in connection with a breach of the representation contained in this section.

25. Compliance with Applicable Laws. Sublandlord shall be responsible for, and
shall indemnify and hold Subtenant harmless from and against, any and all
losses, damages, claims, expenses (including reasonable attorneys' fees) or
costs resulting from a failure to comply with any law, regulation, ordinance or
code applicable to the Premises (or the condition thereof) up to the
Commencement Date; provided, however, that Sublandlord shall not be responsible
for any noncompliance arising from a material change to the law, regulation,
ordinance or code at issue from or after the Commencement Date, nor any
noncompliance arising from Subtenant's specific use or occupancy of the
Premises. Subject to the foregoing, Subtenant shall be responsible for
compliance with all laws, regulations, codes or ordinances applicable to the
Premises from and after the Commencement Date.

26. Use and Enjoyment of Amenities. This Sublease shall entitle Subtenant to the
use and enjoyment of all amenities associated with the Premises under the Master
Lease, including, without limitation, use of common areas and facilities, access
to services and utilities provided to other tenants of the Building and parking
rights specifically associated with the Premises. Subtenant's use and enjoyment
of such amenities shall be equal, on a proportional basis, at all times to that
of Sublandlord's during the Term.

27. Quiet Enjoyment. Provided that Subtenant is not in default of this Sublease
(subject to any applicable notice and cure period under the Master Lease),
Sublandlord covenants that Subtenant shall have the right to, and Sublandlord
shall warrant and defend Subtenant in, the exclusive possession and quiet
enjoyment of the Premises during the Term against any and all claims made by,
through or under Sublandlord.

28. Default by Sublandlord. Sublandlord shall take no action or fail to take a
required action which would cause a default under the Master Lease and shall
indemnify, defend and hold Subtenant harmless from and against any and all
losses, damages, claims expenses

(including reasonable attorneys' fees) and costs (including court costs)
actually incurred by Subtenant as a result thereof. Sublandlord shall
immediately deliver copies of all notices of default under the Master Lease to
Subtenant.

29. Termination of Master Lease. In the event the Master Lease is terminated,
this Sublease may be terminated upon written notice by either party to the other
and in such event, neither party, provided it is not responsible for a default
causing such termination of the Master Lease, shall have any further obligation
or liability to the other arising out of this Sublease except for rights or
obligations accruing prior to the termination of this Sublease. Sublandlord
shall forward a copy of any notice of termination of the Master Lease to
Subtenant promptly upon receipt.

30. Services. Subtenant shall receive directly from the Master Landlord all
services and utilities and the performance of all obligations which the Master
Landlord is required to provide in and for the benefit of the Premises.
Sublandlord agrees to cooperate with Subtenant in good faith in dealings with
and notices to Master Landlord regarding services, utilities, maintenance and
repair of the Premises. Subtenant agrees that, in cooperation with the
Sublandlord, it shall look solely to the Master Landlord for the rendition of
all such services (including special or additional services) and the performance
of all obligations required to be furnished and performed in the Premises;
provided, however, that upon a failure by Master Landlord to cure any material
breach of its obligations with respect to the Premises within a reasonable time
after receipt of written notice of such breach, such time not to exceed thirty
(30) days, Subtenant shall be entitled to terminate this Sublease and shall have
no further liability to Sublandlord hereunder.

31. Insurance. Subtenant shall obtain and maintain insurance policies identical
to those required to be maintained by Sublandlord as "Tenant" pursuant to the
Master Lease.

32. Abatement of Rent. Should Sublandlord receive an abatement of Rent under the
Master Lease, such abatement shall be passed through and inure to the benefit of
Subtenant.

33. Choice of Law. This Sublease shall be governed by the laws of the State of
Illinois without regard to conflicts of laws.

34. Corporate Authority. Each individual executing this Sublease on behalf of
Sublandlord or Subtenant represents and warrants that he or she is duly
authorized to execute and deliver this Sublease on behalf of such party.

35. Capitalized Terms. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Master Lease.

36. No Defaults. Sublandlord represents and warrants to Subtenant that, as of
the Sublandlord's execution and delivery of this Sublease and the Commencement
Date, there exists (a) no default on the part of Sublandlord under the Master
Lease, (b) no circumstance which, upon the giving of notice or passage of time
or both, would comprise a default on the

part of Sublandlord under the Master Lease, and (c) to Sublandlord's knowledge,
no default on the part of Master Landlord.

37. Exclusions from Master Lease. The following provisions are excluded from the
Master Lease:

(i) Section 4. Subtenant shall not be required to pay a security deposit.

(ii) Section 5.4. Subtenant shall be entitled to use the electric and
telephone facilities currently serving the Premises. However, Subtenant shall
contract directly with the appropriate service providers for such utilities.

(iii) Section 10.2. Sublandlord shall not exercise the rights of Master
Landlord to discharge any lien against the Premises as otherwise permitted or
caused by Subtenant unless Subtenant has received thirty (30) days notice of
the existence of such lien.

(iv) Section 12.2. Upon an event of default by Subtenant, Sublandlord shall
be entitled to collect Rent as it becomes due under the Sublease and shall
not be entitled to collect the balance of Rent due under the Sublease on an
accelerated basis.

(v) Section 15.4. Should any or all of the Premises be damaged by fire or
other casualty and this Sublease not be terminated, Subtenant shall have the
right, but not the obligation, to restore leasehold improvements and personal
property within the Premises to their condition existing prior to such
casualty.

(vi) Section 19. Sublandlord shall not exercise any right of Master Landlord
under this section without the prior consent of Subtenant, which consent
shall not be unreasonably withheld.

(vii) Section 26.4. Sublandlord shall be bound by the terms of any
endorsement or statement on any check or letter accompanying such check
tendered by Subtenant upon acceptance and cashing of such check by
Sublandlord.

This Sublease has been executed on the day and year first written above.

SUBLANDLORD: SUBTENANT:

RESURGENS COMMUNICATIONS GROUP MAXXIS GROUP, INC.

By: /s/ Xxxx X. Xxxxxxx By: Xxx Xxxxx
------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxx Xxxxx
Title: President and Title: President and
Chief Executive Officer Chief Executive Officer

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EXHIBIT A

PRINTERS' SQUARE OFFICE LEASE

CHERRY COMMUNICATIONS, INC.
AN ILLINOIS CORPORATION

12-01-85/2-10-95

TABLE OF CONTENTS

1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS........................................................................1

2. PREMISES AND TERM............................................................................................................2

3. RENT.........................................................................................................................4

4. SECURITY DEPOSIT.............................................................................................................4

5. SERVICES.....................................................................................................................4

6. POSSESSION, USE AND ENJOYMENT................................................................................................6

7. CONDITION OF PREMISES........................................................................................................7

8. ASSIGNMENT AND SUBLETTING....................................................................................................7

9. MAINTENANCE..................................................................................................................8

10. ALTERATIONS AND IMPROVEMENTS SUBSEQUENT TO INITIAL OCCUPANCY.................................................................9

11. WAIVER OF CLAIMS AND INDEMNITY..............................................................................................10

12. LANDLORD'S REMEDIES.........................................................................................................11

13. SURRENDER OF PREMISES.......................................................................................................12

14. HOLDING OVER................................................................................................................13

15. DAMAGE BY FIRE OR OTHER CASUALTY............................................................................................13

16. EMINENT DOMAIN...............................................................................................................14

17. TENANT'S INSURANCE...........................................................................................................15

18. RULES AND REGULATIONS........................................................................................................16

19. LANDLORD'S RIGHTS............................................................................................................18

20. ESTOPPEL CERTIFICATE.........................................................................................................19

21. RELOCATION OF TENANT.........................................................................................................20

22. ADJUSTMENTS TO MONTHLY BASE RENT.............................................................................................20

23. REAL ESTATE BROKERS..........................................................................................................24

24. SUBORDINATION AND ATTORNMENT.................................................................................................25

25. NOTICES......................................................................................................................25

26. MISCELLANEOUS................................................................................................................26

27. PARKING......................................................................................................................27

28. EXCULPATION..................................................................................................................27

OFFICE LEASE

1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS

1.1. BASIC LEASE PROVISIONS

A. Buildings and Address:

Printers' Square
600-780 So. Federal Street, 00 Xxxx Xxxx Xxxxxx
and 00 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

B. Landlord and Address:

LaSalle National Trust, N.A., not personally, but
solely as Trustee under Trust Agreement dated April 14, 1978
and known as Trust Number 54214
c/o Anvan Realty & Management Company
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

C. Tenant and Current Address:

Cherry Communications, Inc., an Illinois corporation
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

D. Date of Lease: February 10, 1995

E. Lease Term: Five (5) Years

F. Commencement Date of Term: March 1, 1995

G. Expiration Date of Term: February 28, 2000

H. Monthly Base Rent:

Commencing March 1, 1995, to and including February 28, 1996, Tenant
shall pay Monthly Base Rent in the amount of Three Thousand Five
Hundred Forty-Nine and no/100 Dollars ($3,549.00) per calendar month
($14.00 per square foot; $42,588.00 per annum); provided, however, if
Tenant is not in default under the covenants, terms and conditions of
this Lease, Monthly Base Rent in the amount of $3,549.00 shall be
abated for the period of March 1, 1995 to and including June 30, 1995
(4 months). Notwithstanding the foregoing, Base Rent for the month of
July, 1995 shall be due and payable upon Tenant's signing of this
Lease.

Commencing March 1, 1996, to and including February 28, 1997, Tenant
shall pay Monthly Base Rent in the amount of Three Thousand Six Hundred
Fifty-Five and 47/100 Dollars ($3,655.47) per calendar month ($14.42
per square foot; $43,865.64 per annum).

Commencing March 1, 1997, to and including February 28, 1998, Tenant
shall pay Monthly Base Rent in the amount of Three Thousand Seven
Hundred Sixty-Four and 48/100 Dollars ($3,764.48) per calendar month
($14.85 per square foot; $45,173.70 per annum).

Commencing March 1, 1998, to and including February 28, 1999, Tenant
shall pay Monthly Base Rent in the amount of Three Thousand Eight
Hundred Seventy-Eight and 55/100 Dollars ($3,878.55) per calendar month
($15.30 per square foot; $46,542.60 per annum).

Commencing March 1, 1999, to and including February 28, 2000, Tenant
shall pay Monthly Base Rent in the amount of Three Thousand Nine
Hundred Ninety-Five and 16/100 Dollars ($3,995.16) per calendar month
($15.76 per square foot; $47,941.92 per annum).

I. Rentable Area Of The Premises: 3,042 Square Feet

J. Security Deposit: Three Thousand Five Hundred Forty-Nine Dollars
($3,549.00)

K. Floor: Xxxxx Xxxxx, Xxxxx 000

L. Option: None

1.2. IDENTIFICATION OF EXHIBITS. The exhibits set forth below and attached to
this Lease are incorporated in this Lease by this reference:

EXHIBIT A - Plan of Premises

2. PREMISES AND TERM

2.1. LEASE OF PREMISES; DESCRIPTION OF COMPLEX. Landlord leases to Tenant and
Tenant leases from Landlord the premises (the "Premises") shown on
Exhibit A, which are or will be contained in the Buildings (the
"Buildings") located at the address stated in 1.1.A., which Buildings
are part of an office, commercial and apartment building complex known
as Printers' Square and located at 000-000 Xxxxx Xxxxxxx Xxxxxx, 00 Xxxx
Xxxx Xxxxxx and 00 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, upon the
following terms and conditions. For purposes of this

Lease, "Complex" shall mean all land, Buildings and improvements,
including the "Common Areas" (hereinafter defined) comprising Printers'
Square.

A. The office and commercial area of the Complex means:

(1) The entire first floor of the entire Complex with entrance ways
at the following addresses: 00 Xxxx Xxxx, 000 Xxxxx Xxxxxxx, 000
Xxxxx Xxxxxxx, 000 Xxxxx Xxxxxxx and 00 Xxxx Xxxxxxxx Xxxxxxx.

(2) The entire second and third floors at 000 Xxxxx Xxxxxxx, 000
Xxxxx Xxxxxxx and 000 Xxxxx Xxxxxxx Xxxxxxx.

(3) The entire fourth floor at 000 Xxxxx Xxxxxxx and 000 Xxxxx
Xxxxxxx Xxxxxxx.

(4) The entire fifth, sixth, seventh and eighth floors at 000 Xxxxx
Xxxxxxx Xxxxxx.

B. The residential area of the Complex means:

(1) The entire second floor at 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.

(2) The entire third floor at 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.

(3) The entire fourth floor at 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxxxxx Xxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx
Xxxxxx.

(4) The entire fifth, sixth, seventh and eighth floors at 000 Xxxxx
Xxxxxxx Xxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx Xxxxxxx
Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.

(5) The entire ninth floor at 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.

(6) The entire tenth, eleventh and twelfth floors at 000 Xxxxx
Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.

2.2. TERM. The term of this Lease (the "Term") shall commence on the date
(the "Commencement Date"), which is the earlier to occur of the date
stated in section 1.1.F, or the date Tenant first occupies all or part
of the Premises for the conduct of business. The Term shall expire on
the date (the "Expiration Date") stated in section 1.1.G, unless
sooner terminated, as otherwise provided in this Lease.

3. RENT. Tenant agrees to pay to Landlord at the office of the managing agent
(the "Manager") of the beneficiary of Landlord (the "Beneficiary"), or at
such other place designated by Landlord, without any prior notice or demand
and without any deduction or setoff whatsoever, base rent at the initial
monthly rate stated in section 1.1.H ("Monthly Base Rent"). Monthly Base
Rent is subject to adjustment pursuant to section 22.2, and as adjusted is
called "Adjusted Monthly Base Rent". Adjusted Monthly Base Rent shall be
paid monthly in advance on the first day of each month of the Term, except
that the first installment of Monthly Base Rent shall be paid by Tenant to
Landlord upon execution of this Lease by Tenant. Adjusted Monthly Base Rent
shall be prorated for partial months within the Term. All charges, costs
and sums required to be paid by Tenant to Landlord under this Lease, in
addition to Adjusted Monthly Base Rent shall be considered additional rent,
and Adjusted Monthly Base Rent and additional rent shall be collectively
called "Rent". Tenant's covenant to pay Rent shall be independent of every
other covenant in this Lease.

4. SECURITY DEPOSIT. As security for the performance of its obligations under
this Lease, Tenant, upon its execution of this Lease, had paid to a
representative of the Landlord a security deposit (the "Security Deposit")
in the amount stated in section 1.1.J. The Security Deposit may be applied
by Landlord to cure any default of Tenant under this Lease, and upon notice
by Landlord of such application, Tenant shall replenish the Security
Deposit in full by promptly paying to Landlord the amount so applied.
Landlord shall not pay any interest on the Security Deposit. Within
forty-five (45) days after the Expiration Date, Landlord shall return to
Tenant the balance, if any, of the Security Deposit. The Security Deposit
shall not be deemed an advance payment of Rent or a measure of damages for
any default by Tenant under this Lease, nor shall it be a bar or defense to
any action which Landlord may at any time commence against Tenant.

5. SERVICES.

5.1. LANDLORD'S GENERAL SERVICES. Landlord shall provide the following
services:

A. heat and air-conditioning in the Premises, Monday through Friday,
from 8:00 A.M. to 6:00 P.M., excluding national holidays, to the
extent necessary for the comfortable occupancy of the premises
under normal business operations and in the absence of the use of
machines or equipment which affect the temperature otherwise
maintained in the Premises, subject, however, to applicable legal
requirements and restrictions;

B. city water from the regular Buildings fixtures for drinking,
lavatory and toilet purposes only;

C. customary cleaning and janitorial services in the Premises,
Monday through Friday, excluding national holidays;

D. customary cleaning, mowing, groundskeeping, snow removal and
trash removal in the "Common Areas" (hereinafter defined);

E. washing of windows in the Premises, inside and outside at
reasonable intervals;

F. adequate passenger elevator service in common with other tenants
of the Buildings and freight elevator service subject to
scheduling by Landlord;

G. heating, air-conditioning and lighting of Common Areas (House
Meter); and

H. security services, the nature and extent of which shall be
determined by Landlord in its sole discretion.

5.2. ADDITIONAL AND AFTER-HOUR SERVICES. Landlord shall not be obligated to
furnish any services or utilities, other than those stated in section
5.1 above. If Landlord elects to furnish services or utilities
requested by Tenant in addition to those listed in section 5.1 or at
times other than those stated in section 5.1, Tenant shall pay to
Landlord the prevailing charges for such services and utilities,
within ten (10) days after billing. If Tenant fails to make any such
payment, Landlord may, without notice to Tenant and in addition to
Landlord's other remedies under this Lease, discontinue any or all of
such additional or after-hour services. No such discontinuance of any
service shall result in any liability of Landlord to Tenant or be
considered an eviction or a disturbance of Tenant's use of the
Premises.

5.3. DELAYS IN FURNISHING SERVICES. If, as a result of any failure to
furnish or delay in furnishing any of the services described in
section 5.1, the Premises are rendered substantially untenantable for
a period of 72 consecutive hours and the Tenant is unable to occupy
the Premises due to such untenantability, then, commencing upon the
expiration of said 72-hour period, Adjusted Monthly Base Rent shall
xxxxx for the duration of such untenantability until normal services
are resumed. Tenant agrees that Landlord shall not be liable for
damages for failure to furnish or delay in furnishing any service if
attributable to any of the causes described in section 26.7. In
addition, no such failure or delay shall be considered to be an
eviction or disturbance of Tenant's use or possession of the Premises,
or relieve Tenant from its obligation to pay all Rent when due or from
any other obligations of Tenant under this Lease, except as stated in
the first sentence of this section.

5.4. TENANT'S UTILITIES. Tenant shall make arrangements directly with the
telephone company and the public utility electric company servicing
the Buildings for telephone service and all electric power or current
in the Premises desired by Tenant. Tenant shall pay for all telephone
and electric service (other than for the services provided under
section 5.1.A) used or consumed in the Premises, including the cost of
installation of any separate meters. Tenant shall also pay for the
maintenance and replacement of all light fixtures, electrical
switches, electrical outlets, lamps, bulbs, tubes, ballasts and
starters located in the Premises.

6. POSSESSION, USE AND ENJOYMENT

6.1. POSSESSION AND USE OF PREMISES. Tenant shall be entitled to possession
of the Premises upon the Commencement Date of the Lease. Tenant shall
occupy and use the Premises for general office purposes only. Tenant
shall not occupy or use the Premises or permit the use or occupancy of
the Premises for any purpose or in any manner which:

A. is unlawful or in violation of any applicable legal, governmental
or quasi-governmental requirement, ordinance or rule (including
the Board of Fire Underwriters);

B. may be dangerous to persons or property;

C. may invalidate or increase the amount of premiums for any policy
of insurance affecting the Buildings or the Complex, and if any
additional amounts of insurance premiums are so incurred, Tenant
shall pay to Landlord the additional amounts on demand; or

D. may create a nuisance, disturb any other tenant of the Buildings
or the Complex or the occupants of neighboring property or injure
the reputation of the Buildings or the Complex.

6.2. QUIET ENJOYMENT. So long as Tenant is not in default under this Lease,
Tenant shall be entitled to peaceful and quiet enjoyment of the
Premises, subject to the terms of this Lease.

6.3. COMMON AREAS

A. For purposes of this Lease "Common Areas" shall mean all areas,
improvements, space, equipment and special services in or at the
Complex provided by Landlord for the common or joint use and
benefit of tenants, customers, and other invitees, including,
without limitation, driveways, entrances and exits, retaining
walls, landscaped areas, truck serviceways or tunnels, loading
docks, pedestrian walkways, walls, malls, courtyards, concourses,
stairs, ramps, sidewalks, washrooms, signs identifying or
advertising the Complex, maintenance and utility rooms and
closets, hallways, lobbies, elevators and their housing and
rooms, common window areas, walls and ceiling in Common Areas,
and trash or rubbish areas.

B. Provided Tenant is not in default under this Lease, Tenant shall
be entitled to use, in common with others entitled thereto, the
Common Areas as may be designated from time to time by Landlord,
subject, however, to the terms and conditions of this Lease and
to the rules and regulations for the use thereof as may be
prescribed from time to time by Landlord. If the size or
configuration of the Common Areas is diminished or altered,
Landlord shall not be liable to Tenant therefor, nor shall Tenant
be entitled to any compensation or diminution or abatement of
Adjusted Monthly Base Rent, nor shall such diminution or
alteration of the Common Areas be considered a constructive or
actual eviction.

7. CONDITION OF PREMISES. Tenant shall notify Landlord in writing within
thirty (30) days after Tenant takes possession of the Premises of any
defects in the Premises claimed by tenant. Except for defects stated in
such notice and latent defects, Tenant shall be conclusively presumed to
have accepted the Premises in the condition existing on the date Tenant
first takes possession, and to have waived all claims relating to the
condition of the Premises. No agreement of Landlord to alter, remodel,
decorate, clean or improve the Premises, the Buildings, the Common Areas or
the Complex and no representation regarding the condition of the Premises,
the Buildings, the Common Areas or the Complex has been made by or on
behalf of Landlord to Tenant, except as stated in this Lease.

8. ASSIGNMENT AND SUBLETTING

8.1. ASSIGNMENT AND SUBLETTING. Without the prior written consent of
Landlord, Tenant shall not sublease the Premises, or assign, mortgage,
pledge, hypothecate or otherwise transfer or permit the transfer of
this Lease or the interest of Tenant in this Lease, in whole or in
part, by operation of law or otherwise. If Tenant desires to assign
this Lease or enter into any sublease of the Premises, Tenant shall
deliver written notice of such intent to Landlord, together with a
copy of the proposed assignment or sublease at least sixty (60) days
prior to the effective date of the proposed assignment or commencement
date of the term of the proposed sublease. Any approved sublease shall
be expressly subject to the terms and conditions of this Lease, and
Tenant shall pay Landlord on the first day of each month during the
term of the sublease the excess of all rent and other consideration
due from the subtenant for such month over that portion of the
Adjusted Monthly Base Rent due under this Lease for said month, which
is allocable on a square footage basis to the space sublet. In the
event of any approved sublease or assignment, Tenant shall not be
released or discharged from any liability, whether past, present or
future, under this Lease, including any renewal term of this Lease.
For purposes of this Section, an assignment shall be considered to
include a change in the majority ownership or control of Tenant if
Tenant is a partnership or a corporation whose shares of stock are not
traded publicly.

8.2. RECAPTURE AGREEMENT. If Tenant desires to enter into any sublease of
the Premises, Landlord shall have the option to exclude from the
Premises covered by

this Lease, the space proposed to be sublet by Tenant, effective as of
the proposed commencement date of sublease of said space by Tenant.
Landlord may exercise said option by giving Tenant written notice
within twenty (20) days after receipt by Landlord of Tenant's notice
of the proposed sublease. If Landlord exercises said option, Tenant
shall surrender possession of the proposed sublease space to Landlord
on the effective date of exclusion of said space from the Premises
covered by this Lease, and neither party hereto shall have any further
rights or liabilities with respect to said space under this Lease.
Effective as of the date of exclusion of any portion of the Premises
covered by this Lease pursuant to this paragraph, (i) the Monthly Base
Rent specified in section 1.1.H shall be reduced in the same
proportion as the number of square feet of the rentable area contained
in the portion of the Premises so excluded bears to the number of
square feet of rentable area contained in the Premises immediately
prior to such exclusion, and (ii) the rentable area of the Premises
specified in section 1.1.I shall be decreased by the number of square
feet of rentable area contained in the portion of the Premises so
excluded, for all purposes under this Lease.

9. MAINTENANCE

9.1. LANDLORD'S MAINTENANCE. Landlord, at its expense, shall maintain and
make necessary repairs to the structural elements and exterior windows
of the Buildings and the Common Areas, and, subject to section 5.4,
the electrical, plumbing, heating, ventilation and air-conditioning
systems therein, except that:

A. Landlord shall not be responsible for the maintenance, repair or
replacement of any such systems which are located within the
Premises and are supplemental or special to the Buildings'
standard system, whether installed pursuant to any Work Agreement
or otherwise, or floor or wall coverings in the Premises; and

B. the cost of performing any of said maintenance or repairs caused
by the negligence of Tenant, its employees, agents, servants,
licensees, subtenants, contractors or invitees, or the failure of
Tenant to perform its obligations under this Lease shall be paid
by Tenant, except to the extent of insurance proceeds, if any,
actually collected by Landlord with regard to the damage
necessitating such repairs.

9.2. TENANT'S MAINTENANCE. Tenant, at its expense, shall keep and maintain
the Premises in good order, condition and repair and in accordance
with all applicable legal, governmental and quasi-governmental
requirements, ordinances and rules (including the Board of Fire
Underwriters).

9.3. MAINTENANCE OF COMMON AREAS. The Common Areas shall at all times be
subject to the exclusive control, management, operation and
maintenance of Landlord. Landlord shall have the right from time to
time to establish, modify and enforce rules and regulations with
respect to the Common Areas. Tenant agrees to

comply with such rules and regulations, to cause its officers, agents,
contractors and employees to so comply. Landlord shall have the right
to construct, maintain and operate lighting facilities in and on the
Common Areas; to police the same; from time to time to change the
area, level, location or arrangement of parking areas, loading docks,
pedestrian walkways, walls, malls, concourses, stairs, ramps,
washrooms and other facilities located in the Common Areas; to close
all or any portion of the Common Areas to such extent as may, in the
opinion of Landlord, be legally sufficient to prevent a dedication
thereof or accrual of any rights to any person or the public therein;
to close temporarily all or any part of the parking areas or parking
facilities; and to do and perform such other acts in and to the Common
Areas as, in the exercise of good business judgment, Landlord shall
determine to be advisable. Landlord will operate and maintain the
Common Areas in such manner as Landlord, in its sole discretion, shall
determine from time to time.

10. ALTERATIONS AND IMPROVEMENTS SUBSEQUENT TO INITIAL OCCUPANCY

10.1. TENANT'S ALTERATIONS SUBSEQUENT TO INITIAL OCCUPANCY. Tenant shall
not, without the prior written consent of Landlord, make or cause to
be made any alterations, improvements, additions or installations in
or to the Premises subsequent to the initial occupancy of the Premises
or the Buildings by Tenant. If Landlord so consents, before
commencement of any such work or delivery of any materials into the
Premises or the Building, Tenant shall furnish to Landlord for
approval: architectural plans and specifications, names and addresses
of all contractors, contracts, necessary permits and licenses,
certificates of insurance and instruments of indemnification against
any and all claims, costs, expenses, damages and liabilities which may
arise in connection with such work, all in such form and amount as may
be satisfactory to Landlord. In addition, prior to commencement of any
such work or delivery of any materials into the Premises, Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord of
Tenant's ability to pay for such work and materials in full, and, if
requested by Landlord, shall deposit with Landlord at such time such
security for the payment of said work and materials as Landlord may
require. Tenant agrees to hold Landlord, the Beneficiary, the Manager
and their respective agents and employees forever harmless against all
claims and liabilities of every kind, nature and description which may
arise out of or in any way be connected with such work. All such work
shall be done only by contractors or mechanics approved by Landlord
and at such time and in such manner as Landlord may from time to time
designate. Tenant shall pay the cost of all such work. Upon completion
of such work, Tenant shall furnish Landlord with contractor's
affidavits and full and final waivers of lien and receipted bills
covering all labor and materials expended. All such work shall be in
compliance with all applicable legal, governmental and
quasi-governmental requirements, ordinances and rules (including the
Board of Fire Underwriters), and all requirements of applicable
insurance companies. All such work shall be done in a good and
workmanlike manner and with the use of good grades of materials.

Tenant shall permit Landlord, if Landlord so desires, to supervise
construction operations in connection with such work; provided,
however, that such supervision or right to supervise by Landlord shall
not constitute any warranty by Landlord to Tenant of the adequacy of
the design, workmanship or quality of such work or materials for
Tenant's intended use or impose any liability upon Landlord in
connection with the performance of such work. All alterations,
improvements, additions and installations to or on the Premises shall
(subject to section 13) become part of the Premises at the time of
their installation and shall remain in the Premises at the expiration
or termination of Tenant's right of possession of the Premises,
without compensation or credit to Tenant.

10.2. LIENS. Tenant shall not permit any lien or claim for lien of any
mechanic, laborer or supplier or any other lien to be filed against
the Complex, the Buildings, the Common Areas, the land which comprises
the Complex, the Premises or any part of such property arising out of
work performed, or alleged to have been performed by, or at the
direction of, or on behalf of Tenant. If any such lien or claim for
lien is filed, Tenant shall have five (5) days after such filing to
either have such lien or claim for lien released of record or shall
deliver to Landlord a bond or other security in form, content, amount
and issued by a company satisfactory to Landlord indemnifying
Landlord, the Beneficiary and others designated by Landlord against
all costs and liabilities resulting from such lien or claim for lien
and the foreclosure or attempted foreclosure thereof. If Tenant fails
to have such lien or claim for lien so released or to deliver such
bond to Landlord, Landlord, without investigating the validity of such
lien, may pay or discharge the same and Tenant shall reimburse
Landlord upon demand for the amount so paid by Landlord, including
Landlord's expenses and attorneys' fees.

11. WAIVER OF CLAIMS AND INDEMNITY

11.1. WAIVER. To the full extent permitted by law, Tenant hereby releases
and waives all claims against Landlord, the Beneficiary, the Manager
and their respective agents and employees for injury or damage to
person, property or business sustained in or about the Complex, the
Buildings or the Premises by Tenant, its agent or employees other than
damage caused by the negligence of Landlord, the Beneficiary, the
Manager or their respective agents or employees.

11.2. INDEMNIFICATION. Tenant agrees to indemnify and hold harmless
Landlord, the Beneficiary, the Manager and their respective agents and
employees, from and against any and all liabilities, claims, demands,
costs and expenses of every kind and nature (including attorneys'
fees), including those arising from any injury or damage to any
person, property or business (i) sustained in or about the Premises,
(ii) resulting from the negligence of Tenant, its employees, agents,
servants, invitees, licensees or subtenants, or (iii) resulting from
the failure of Tenant to perform its obligations under this Lease;
provided, however, Tenant's obligations under this Section shall not
apply to injury or damage resulting from the negligence

of Landlord, the Beneficiary, the Manager or their respective agents
or employees. If any such proceeding is brought against Landlord, the
Beneficiary, the Manager or their respective agents or employees,
Tenant covenants to defend such proceeding at its sole cost by legal
counsel reasonably satisfactory to Landlord, if requested by Landlord.
The indemnity herein set forth shall apply, without limitation, to the
performance of Tenant's Alterations Subsequent to Initial Occupancy
set forth in section 10.1.

12. LANDLORD'S REMEDIES

12.1. EVENTS OF DEFAULT. Each of the following shall constitute an event of
default by Tenant under this Lease:

Tenant fails to pay any Rent, or any installment of Rent, when due;
Tenant fails to observe or perform any of the other covenants,
conditions or provisions of this Lease to be observed or performed by
Tenant and fails to cure such default within ten (10) days after
written notice to Tenant; the interest of Tenant in this Lease is
levied upon under execution or other legal process; a petition is
filed by or against Tenant to declare Tenant bankrupt or seeking a
plan or reorganization or arrangement under any Chapter of the
Bankruptcy Code, or any amendment, replacement or substitution
therefor, or to delay payment of, reduce or modify Tenant's debts, or
any petition is filed or other action taken to reorganize or modify
Tenant's capital structure or upon the dissolution of Tenant; Tenant
is declared insolvent by law or any assignment of Tenant's property is
made for the benefit of creditors; a receiver is appointed for Tenant
or Tenant's property; or Tenant abandons the Premises.

12.2. LANDLORD'S REMEDIES. Upon the occurrence of an event of default by
tenant under this Lease, Landlord, at its option, without further
notice or demand to Tenant, may, in addition to all other rights and
remedies provided in this Lease, at law or in equity:

A. Terminate this Lease and Tenant's right of possession of the
Premises, and recover all damages to which Landlord is entitled
under law, specifically including, without limitation, (a) all
Landlord's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage
commissions), plus (b) the amount of all Rent owing under this
Lease for the balance of the Term discounted at the rate of 8%
per year, which amount shall be automatically considered
accelerated and immediately due and payable in full by Tenant to
Landlord upon Landlord's election to terminate this Lease.
Landlord's right to terminate this Lease may also be exercised at
any time after an election by Landlord under Section 12.2.B. to
terminate Tenant's right to possession of the Premises.

B. Terminate Tenant's right of possession of the Premises without
terminating this Lease, in which event Landlord may, but shall
not be obligated to, relet the Premises, or any part thereof for
the account of the Tenant, for such rent and term and upon such
terms and conditions as are acceptable to Landlord. For purposes
of such reletting, Landlord is authorized to decorate, repair,
alter and improve the Premises to the extent reasonably
necessary. If Landlord does not relet the Premises, then Tenant
shall pay Landlord monthly on the first day of each month during
the period that Tenant's right of possession is terminated, a sum
equal to the amount of Rent due under this Lease for such month
(less any amount which Landlord could have realized if Landlord
relet the Premises to a reputable, creditworthy substitute tenant
procured by Tenant and presented to Landlord in writing, which
substitute tenant was ready, willing and able to lease the entire
Premises from Landlord under a lease in form identical to the
form of this Lease.) If the Premises are relet and a sufficient
sum is not realized from such reletting after payment of all
Landlord's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage
commissions) to satisfy the payment of Rent due under this Lease
for any month, Tenant shall pay Landlord any such deficiency
monthly upon demand. Tenant agrees that Landlord may file suit to
recover any sums due to Landlord under this Section from time to
time and that such suit or recovery or any amount due Landlord
shall not be any defense to any subsequent action brought for any
amount not previously reduced to judgment in favor of Landlord.
If Landlord elects to terminate Tenant's right to possession only
without terminating this Lease, Landlord may, at its option,
enter into the Premises, remove Tenant's signs and other
evidences of tenancy, and take and hold possession thereof, as
stated in section 13.; provided, however, that such entry and
possession shall not terminate this Lease or release Tenant, in
whole or in part, from Tenant's obligation to pay the Rent
reserved hereunder for the full Term or from any other obligation
of Tenant under this Lease.

C. In the event a petition is filed by or against Tenant seeking a
plan of reorganization or arrangement under Chapter 9, 11 or 13
of the Bankruptcy Code, Landlord and Tenant agree, to the extent
permitted by law, that the trustee in bankruptcy shall determine
within sixty (60) days after commencement of the case, whether to
assume or reject this Lease.

12.3. ATTORNEYS' FEES. Tenant shall pay upon demand, all costs and
expenses, including attorneys' fees, incurred by Landlord in
enforcing Tenant's obligations under this Lease, or resulting
from Tenant's default under this Lease.

13. SURRENDER OF PREMISES. Upon the expiration or termination of this Lease or
termination of Tenant's right of possession of the Premises, Tenant shall
surrender and

vacate the Premises immediately and deliver possession thereof to Landlord
in a clean, good and tenantable condition, ordinary wear excepted. Upon any
termination which occurs other than by reason of Tenant's default, Tenant
shall be entitled to remove from the Premises all movable trade fixtures
and personal property of Tenant without credit or compensation from
Landlord, provided Tenant immediately shall repair all damage resulting
from such removal and shall restore the Premises to a tenantable condition.
In the event possession of the Premises is not immediately delivered to
Landlord or if Tenant shall fail to remove any movable trade fixtures or
personal property which Tenant is entitled to remove, Landlord may remove
same without any liability to Tenant. Any movable trade fixtures and
personal property which may be removed from the Premises by Tenant, but
which are not so removed, shall be conclusively presumed to have been
abandoned by Tenant and title to such property shall pass to Landlord
without any payment or credit, and Landlord may, at its option and at
Tenant's expense, store and/or dispose of such property.

14. HOLDING OVER. Tenant shall pay Landlord double the Adjusted Monthly Base
Rent then applicable for each month or partial month during which Tenant
retains possession of the Premises, or any part of the Premises, after the
expiration or termination of this Lease. Tenant shall indemnify Landlord
against all liabilities and damages sustained by Landlord by reason of such
retention of possession. The provisions of this section shall not
constitute a waiver by Landlord of any re-entry rights of Landlord
available under this Lease or by law. If Tenant retains possession of the
Premises, or any part of the Premises, for thirty (30) days after the
expiration or termination of this Lease, then at the sole option of
Landlord expressed by written notice to Tenant, but not otherwise, such
holding over shall constitute a renewal of this Lease for a period of one
year on the same covenants, terms, and conditions.

15. DAMAGE BY FIRE OR OTHER CASUALTY

15.1. SUBSTANTIAL UNTENANTABILITY. If either the Premises, the particular
building in which it is located, or the Complex is rendered
substantially untenantable by fire or other casualty, Landlord may
elect by giving Tenant written notice ("Landlord's Casualty Notice")
within one hundred twenty (120) days after the date of said fire or
casualty, either to:

A. terminate this lease as of the date of the fire or other
casualty; or

B. proceed to repair or restore the Premises, the Buildings or the
Complex other than leasehold improvements and personal property
installed by Tenant, to substantially the same condition as
existed immediately prior to such fire or casualty.

If Landlord elects to proceed pursuant to subsection B above,
Landlord's notice shall contain Landlord's reasonable estimate of the
time required to substantially complete such repair or restoration. If
such estimate indicates that the time so required will exceed one
hundred eighty (180) days from the date of Landlord's

Casualty Notice, then Tenant shall have the right to terminate this
Lease as of the date of such casualty by giving written notice to
Landlord not later than twenty (20) days after the date of Landlord's
notice. If Landlord's estimate indicates that the repair or
restoration can be substantially completed within 180 days, or if
Tenant fails to exercise its said right to terminate this Lease, this
Lease shall remain in full force and effect.

15.2. INSUBSTANTIAL UNTENANTABILITY. If either the Premises, the particular
building in which it is located, or the Complex is damaged by fire or
other casualty, but is not rendered substantially untenantable, then
Landlord shall diligently proceed to repair and restore the damaged
portions thereof, other than the leasehold improvements and personal
property installed by Tenant, to substantially the same condition as
existed immediately prior to such fire or casualty, unless such damage
occurs during the last twelve (12) months of the Term, in which event
Landlord shall have the right to terminate this Lease as of the date
of such fire or other casualty by giving written notice to Tenant
within thirty (30) days after the date of such fire or other casualty.

15.3. RENT ABATEMENT. If all or any part of the Premises are damaged by
fire or other casualty and this Lease is not terminated, Adjusted
Monthly Base Rent shall xxxxx for all or that part of the Premises
which are untenantable on a per diem and proportionate area basis from
the date of the fire or other casualty until Landlord has
substantially completed the repair and restoration work in the
Premises, which it is required to perform, provided, that as a result
of such fire or other casualty, Tenant does not occupy the portion of
the Premises which are untenantable during such period.

15.4. TENANT'S RESTORATION. If all or any part of the Premises are damaged
by fire or other casualty and this Lease is not terminated, Tenant
shall promptly and with due diligence repair and restore the leasehold
improvements and personal property previously installed by Tenant
pursuant to this Lease.

16. EMINENT DOMAIN.

16.1. SUBSTANTIAL TAKING. If all or any part of the Premises, the
particular building in which it is located, or the Complex is
permanently taken or condemned by any competent authority for any
public use or purpose (including a deed given in lieu of
condemnation), which renders the Premises substantially untenantable,
this Lease shall terminate as of the date title vests in such
authority, and Adjusted Monthly Base Rent shall be apportioned as of
such date.

16.2. INSUBSTANTIAL TAKING. If any part of the Premises, the particular
building in which it is located, or the Complex is taken or condemned
for any public use or purpose (including a deed given in lieu of
condemnation) and this Lease is not terminated pursuant to section
16.1, Adjusted Monthly Base Rent shall be reduced for the period of
such taking by an amount which bears the same ratio to Adjusted

Monthly Base Rent then in effect as the number of square feet of
rentable area in the Premises so taken or condemned, if any, bears to
the number of square feet of rentable area specified in section 1.1.I.
Landlord, upon receipt and to the extent of the award in condemnation
or proceeds of sale, shall make necessary repairs and restorations
(exclusive of leasehold improvements and personal property installed
by Tenant) to restore the Premises remaining to as near its former
condition as circumstances will permit, and to the Buildings and
Complex to the extent necessary to constitute the portion of same not
so taken or condemned as a complete architectural unit. In the event
of any taking or condemnation described in this section 16.2, the
rentable area of the Premises stated in section 1.1.I, and the
rentable area of the Complex as specified in this Lease shall be
reduced, respectively, for all purposes under this Lease by the number
of square feet of rentable area of the Premises, if any, and the
Complex, if any, so taken or condemned.

16.3. COMPENSATION. Landlord shall be entitled to receive the entire price
or award from any such sale, taking or condemnation without any
payment to Tenant, and Tenant hereby assigns to Landlord Tenant's
interest, if any, in such award; provided, however, Tenant shall have
the right separately to pursue against the condemning authority an
award in respect of the loss, if any, to leasehold improvements paid
for by tenant without any credit or allowance from Landlord.

17. TENANT'S INSURANCE. Tenant, at its expense, shall maintain in force during
the Term:

A. Comprehensive general public liability insurance, which shall include
coverage for personal liability, contractual liability, tenant's legal
liability, business interruption, bodily injury, death and property
damage, all on an occurrence basis with respect to the business
carried on, in, or from the Premises and Tenant's use and occupancy of
the Premises, with coverage for injury or death of any one person in
an amount of not less than $2,000,000 and for injury or death of more
than any one person in any one occurrence in an amount of not less
than $5,000,00 and for damage to property of not less than $500,000 or
such other amounts as Landlord may reasonably require upon not less
than sixty (60) days' prior written notice, which insurance shall
include Landlord, the Beneficiary, the Manager, or their respective
agents and employees as named insureds and shall protect them in
respect of claims by Tenant as if they were separately insured; and

B. Insurance against such other perils and in such amounts as Landlord
may from time to time reasonably require upon not less than thirty
(30) days' prior written notice, such requirement to be made on the
basis that the required insurance is customary at the time for prudent
tenants of properties similar to the Complex in the Chicago, Illinois
area.

All insurance required to be maintained by Tenant shall be on terms and
with insurers reasonably acceptable to Landlord. Each policy shall
contain a waiver by the insurer of any rights of subrogation or
indemnity or any other claim to which the insurer might otherwise be
entitled against Landlord, the Beneficiary, the Manager or their
respective agents or employees, and shall also contain an undertaking
by the insurer that no material change adverse to Landlord or Tenant
will be made, and the policy will not lapse or be cancelled, except
after not less than thirty (30) days' prior written notice to Landlord
of the intended change, lapse or cancellation. Tenant shall furnish to
Landlord, if and whenever requested by it, certificates or other
evidences acceptable to Landlord as to the insurance from time to time
effected by Tenant and its renewal or continuation in force.

18. RULES AND REGULATIONS. Tenant agrees for itself and for its subtenants,
employees, agents and invitees to comply with the following rules and
regulations and with all reasonable modifications and additions thereto
which Landlord may from time to time make:

A. any sign, lettering, picture, notice or advertisement installed
within the Premises, which is visible from the public corridors
within the Buildings, shall be installed in such manner and be of
such character and style as Landlord shall approve in writing. No
sign, lettering, picture, notice or advertisement shall be placed
on any outside window or in a position to be visible from outside
the Buildings;

B. Tenant shall not use the name "Printers' Square" for any purpose
other than Tenant's business address;

C. Tenant shall not use the name "Printers' Square" for Tenant's
business address after Tenant vacates the Premises;

D. Sidewalks, entrances, passages, courts, corridors, halls,
elevators and stairways in and about the Premises shall not be
obstructed nor shall objects be placed against glass partitions,
doors or windows which would be unsightly from the corridors of
the Buildings or from the exterior of the Buildings;

E. No animals, pets, bicycles or other vehicles shall be brought or
permitted to be brought in the Buildings or the Premises;

F. Room to room canvasses to solicit business from other tenants of
the Complex are not permitted;

G. Tenants shall not waste electricity, water or air-conditioning
and shall cooperate fully with Landlord to assure the most
effective and efficient operation of the heating and
air-conditioning systems of the Buildings. All controls shall be
adjusted only by authorized building personnel;

H. All corridor doors shall remain closed at all times;

I. No locks or similar devices shall be attached to any door except
by Landlord and Landlord shall have the right to retain a key to
all such locks;

J. Tenant assumes full responsibility for protecting the Premises
from theft, robbery and pilferage. Except during Tenant's normal
business hours, Tenant shall keep all doors to the Premises
locked and other means of entry to the Premises closed and
secured;

K. Only machinery or mechanical devices of a nature directly related
to Tenant's ordinary use of the Premises shall be installed,
placed or used in the Premises and the installation and use of
all such machinery and mechanical devices is subject to the other
rules contained in this 18. and the other portions of this Lease;

L. All cleaning, repairing, janitorial, decorating, painting or
other services and work in and about the Premises shall be done
only by authorized Building personnel;

M. Safes, furniture, equipment, machines and other large or bulky
articles shall be brought to the Buildings and into and out of
the Premises at such times and in such manner as Landlord shall
direct (including the designation of elevator) and at Tenant's
sole risk and cost. Prior to Tenant's removal of such articles
from the Buildings, Tenant shall obtain written authorization of
the office of the Buildings and shall present such authorization
to a designated employee of Landlord;

N. Tenant shall not in any manner deface or damage the Buildings or
the Complex;

O. Inflammables such as gasoline, kerosene, naphtha and benzene, or
explosives or any other articles of an intrinsically dangerous
nature are not permitted in the Buildings or Premises;

P. Tenant shall ascertain from Landlord the maximum amount of
electrical current which can safely be used in the Premises,
taking into account the capacity of the electric wiring of the
Buildings and the Premises and the needs of other tenants, and
shall not use more than such safe capacity. Landlord's consent to
the installation of electrical equipment shall not relieve Tenant
from the obligation not to use more electricity than such safe
capacity;

Q. To the extent permitted by law, Tenant shall not permit picketing
or other union activity involving its employees in the Buildings
or the Complex,

except in those locations and subject to time and other
limitations as to which Landlord may give prior written consent;

R. Tenant shall not enter into or upon the roof or basement of the
Buildings or any storage, heating, ventilation, air-conditioning,
mechanical or elevator machinery housing areas;

S. Tenant shall not distribute literature, flyers, handouts or
pamphlets of any type in any of the common areas of the
Buildings, without the prior written consent of Landlord;

T. Tenant shall not xxxx, otherwise prepare, sell or dispense any
food or beverages in or from the Premises;

U. Tenant shall not permit the use of any apparatus for sound
production or transmission in such manner that the sound so
transmitted or produced shall be audible or vibrations therefrom
shall be detectable beyond the Premises;

V. Tenant shall keep all electrical and mechanical apparatus free of
vibration, noise and air waves which may be transmitted beyond
the Premises;

W. Tenant shall not permit objectionable odors or vapors to emanate
from the Premises;

X. Tenant shall not place a load upon any floor of the Premises
exceeding the floor load capacity for which such floor was
designed or allowed by law to carry; and

Y. No floor covering shall be affixed to any floor in the Premises
by means of glue or other adhesive, unless the installation
procedure is approved by Landlord.

Landlord shall not be responsible for the violation of any of the foregoing
rules and regulations by other tenants of the Buildings or the Complex and
shall not be obligated to enforce the same against other tenants.

19. LANDLORD'S RIGHTS. Landlord shall have the following rights exercisable
without notice (except as expressly provided to the contrary) and without
being deemed an eviction or disturbance of Tenant's use or possession of
the Premises or giving rise to any claim for set-off or abatement of Rent:

A. To change the name or street address of the Buildings or the
Complex, upon thirty (30) days' prior written notice to Tenant;

B. To install, affix and maintain all signs on the exterior and/or
interior of the Buildings and in and about the Complex;

C. To designate and/or approve prior to installation, all types of
signs, window shades, blinds, drapes, awnings or other similar
items, and all internal lighting that may be visible from the
exterior of the Premises;

D. To display the Premises to prospective tenants at reasonable
hours during the last twelve (12) months of the Term;

E. To change the arrangement of entrances, doors, corridors,
elevators and stairs in the Buildings and Complex, provided that
no such change shall materially adversely affect access to the
Premises;

F. To grant to any party the exclusive right to conduct any business
or render any service in or to the Buildings, provided such
exclusive right shall not operate to prohibit Tenant from using
the Premises for the purposes permitted hereunder;

G. To prohibit the placing of vending or dispensing machines of any
kind in or about the Premises other than for use by Tenant's
employees;

H. To have access for Landlord and other tenants of the Buildings to
any mail chutes and boxes located in or on the Premises according
to the rules of the United States Post Office;

I. To close the Buildings and Complex after normal business hours,
except that Tenant and its employees and invitees shall be
entitled to admission at all times, under such regulations as
Landlord prescribes for security purposes;

J. To take any and all reasonable measures, including inspections
and repairs to the Premises of the Buildings, as may be necessary
or desirable in the operation or protection thereof;

K. To retain at all times master keys or pass keys to the Premises;

L. To install, operate and maintain security systems which monitor,
by closed circuit television or otherwise, all persons entering
and leaving the Buildings or the Complex; and

M. To install and maintain pipes, ducts, conduits, wires and
structural elements located in the Premises which serve other
parts or other tenants of the Buildings.

20. ESTOPPEL CERTIFICATE. Tenant shall, from time to time, upon not less than
ten (10) days' prior written request by Landlord or any mortgagee or ground
lessor of the Complex, deliver to Landlord or such mortgagee or ground
lessor, a statement in writing certifying:

A. That this Lease is unmodified and in full force and effect or, if
there have been modifications, that this Lease, as modified, is
in full force and effect;

B. The amount of Adjusted Monthly Base Rent then payable under this
Lease and the date to which Rent has been paid;

C. That Landlord is not in default under this Lease or any work
letter agreement, or, if in default, a detailed description of
such default(s);

D. That Tenant is or is not in possession of the Premises, as the
case may be; and

E. Such other information as may be requested.

21. RELOCATION OF TENANT. At any time after the date of this Lease, Landlord
may substitute for the Premises, other premises in the Complex (the "New
Premises"), in which event the new Premises shall be deemed to be the
Premises for all purposes under this Lease, provided: the New Premises
shall be similar to the Premises in area and configuration; the
substitution shall be made in order to lease the Premises to a new or
existing tenant, who will occupy all or a substantial part of the floor of
the Buildings on which the Premises are located; if Tenant is then
occupying the Premises, Landlord shall pay the actual and reasonable
expenses of physically moving Tenant, its property and equipment to the New
Premises; Landlord shall give Tenant not less than thirty (30) days' prior
written notice of such substitution; and Landlord, at its expense, shall
improve the New Premises with improvements substantially similar to those
in the Premises at the time of such substitution, if the Premises are then
improved, or if not then improved, Landlord, at its expense, shall improve
the New Premises in accordance with the Work Agreement.

22. ADJUSTMENTS TO MONTHLY BASE RENT

22.1. DEFINITIONS. For the purpose of this section 22, the following words,
terms and phrases shall have the following meanings:

A. "Adjustment Date" shall mean each January 1st occurring during
the Term, except the first Adjustment Date shall be January 1,
1995.

B. "Adjustment Year" shall mean each calendar year during which an
Adjustment Date occurs.

C. "Consumer Price Index" - Intentionally omitted.

D. "Operating Expenses" shall mean all costs, expenses and
disbursements of every kind and nature which Landlord shall pay
or become obligated to pay in connection with the management,
operation, maintenance, replacement and repair of all Buildings,
improvements and land comprising the Complex and of the personal
property, fixtures,

machinery, equipment, systems and apparatus located in or used in
connection therewith, including (without limitation) the cost of
security and security devices and systems, snow and ice and trash
removal, cleaning and sweeping, planting and replacing
decorations, flowers and landscaping, maintenance, repair and
replacement of utility systems, elevators and escalators,
electricity, steam, water, sewers, fuel, heating, lighting, air
conditioning, window cleaning, janitorial service, insurance,
including but not limited to, fire, extended coverage, all risk,
liability, workmen's compensation, elevator, or any other
insurance carried by the Landlord and applicable to the Complex,
painting, uniforms, management fees, supplies, sundries, sales or
use taxes on supplies or services, cost of wages and salaries of
all persons engaged in the operation, management, maintenance and
repair of the Complex, and so-called fringe benefits, including
social security taxes, unemployment insurance taxes, cost for
providing coverage for disability benefits, cost of any pensions,
hospitalization, welfare or retirement plans, or any other
similar or like expenses incurred under the provisions of any
collective bargaining agreement, or any other cost or expense
which Landlord pays or incurs to provide benefits for employees
so engaged in the operation, management, maintenance and repair
of the Complex, the charges of any independent contractor who,
under contract with the Landlord or its representatives, does any
of the work of operating, managing, maintaining or repairing of
the Complex, legal and accounting expenses, or any other expense
or charge, whether or not hereinbefore mentioned, which, in
accordance with generally accepted accounting and management
principles, would be considered as an expense of owning,
managing, operating, maintaining or repairing the Complex.
Operating Expenses shall not include the following: costs of
improvement of the Premises and the premises of other tenants of
the Buildings; charges for depreciation of the Buildings and
improvements comprising the Complex; interest and principal
payments on mortgages; real estate brokerage and leasing
commissions; salaries and other compensation of executive
officers of the Manager senior to the individual Building or
Complex manager; any expenditures for which Landlord has been
reimbursed (other than pursuant to rent abatement and escalation
provisions provided in leases); capital improvements to the
Complex; and all taxes and assessments other than sales, use and
payroll taxes. For purposes of determining Tenant's prorata share
of Operating Expenses, Operating Expenses are divided into five
(5) categories; namely, Insurance, Water, Outside Maintenance
Costs, Inside Maintenance Costs and Other Operating Expenses.
Outside Maintenance Costs shall include all charges for exterior
maintenance and upkeep, including, but not limited to, snow
removal, loading docks, roofs, shrubs and general exterior
maintenance. Inside Maintenance Costs shall include all charges
for interior maintenance and upkeep, including, but not limited
to, lobbies, corridors, rest rooms, elevators, receiving rooms
and

vestibules in the office and commercial areas. Operating Expenses
which, in Landlord's sole and absolute judgment, do not fall into
any one of the categories of Insurance, Water, Outside
Maintenance Costs or Inside Maintenance Costs shall be included
in Other Operating Costs.

E. "Per Square Foot Operating Expenses" shall mean the total amount
of Operating Expenses for any Adjustment Year relating to
Insurance, Water, Outside Maintenance Costs, Inside Maintenance
Costs and Other Expenses and shall be determined as follows:

(1) For that portion of the Operating Expenses relating to
Insurance, the total insurance premium shall be divided by
523,686* square feet;

(2) For that portion of the Operating Expenses relating to
Water, the product of twenty-five (0.25) percent** of the
total water xxxx shall be divided by 161,770* square feet;

(3) For that portion of the Operating Expenses relating to
Outside Maintenance Costs, the total Outside Maintenance
Costs shall be divided by 523,686* square feet;

(4) For that portion of the Operating Expenses relating to
Inside Maintenance Costs, the total Inside Maintenance Costs
shall be divided by 161,770* square feet;

(5) For that portion of the Operating Expenses relating to Other
Operating Costs, the total Other Operating Costs shall be
divided by 523,686* square feet;

F. "Taxes" shall mean all federal, state and local governmental
taxes, assessments and charges (including transit or transit
district taxes or assessments) of every kind or nature, whether
general, special, ordinary or extraordinary, which Landlord shall
pay or become obligated to pay because of or in connection with
the ownership, leasing, management, control or operation of all
Buildings, improvements and land comprising the Complex, or of
the personal property, fixtures, machinery, equipment, systems
and apparatus located therein or used in connection therewith
(including any rental or similar taxes levied in lieu of or in
addition to general real and/or personal property taxes). For
purposes hereof, Taxes for any year shall be Taxes which are due
for payment or paid in that year, rather than Taxes which are
assessed or become a lien during such year. There shall be
included in Taxes for any year the amount of all fees, costs and
expenses (including reasonable attorneys' fees) paid by Landlord
during such year in seeking or obtaining any refund or reduction
of Taxes. Taxes in any year shall be reduced by the net amount of
any tax refund received by Landlord during such year. If a
special assessment

payable in installments is levied against the Complex, Taxes for
any year shall include only the installment of such assessment
and any interest payable or paid during such year. Taxes shall
not include any federal, state or local sales, use, franchise,
capital stock, inheritance, general income, payroll, gift or
estate taxes, except that if a change occurs in the method of
taxation resulting in whole or in part in the substitution of any
such taxes, or any other assessment, for any Taxes as above
defined, such substituted taxes or assessments shall be included
in the Taxes.

G. "Per Square Foot Taxes" shall mean (i) the product of (a) the
amount of Taxes for which payment is due or made in any
Adjustment Year multiplied by (b) thirty-four and ninety-one/one
hundredths (.3491) percent, divided by (ii) 161,770* square feet.

H. Intentionally omitted.

* I. For purposes of determining Tenant's Share of Operating Expenses
and Taxes, Landlord and Tenant agree that the total rentable
office and commercial area of the Complex consists of 161,770
square feet and the total rentable office, commercial and
residential area of the Complex consists of 523,686 square feet.

** J. For purposes of determining Tenant's Share of that portion of the
Operating Expenses relating to Water, Landlord and Tenant agree
that the office and commercial tenants of the Complex will use
twenty-five (0.25) percent of the total water that will be
metered coming into the Complex.

22.2. ADJUSTMENTS TO MONTHLY BASE RENT.

Effective as of each Adjustment Date, Monthly Base Rent shall be
increased by an amount equal to one-twelfth (1/2) of the product of:

A. The rentable area of the Premises stated in section 1.1.I
multiplied by

B. the amount by which the sum of the Per Square Foot Operating
Expenses and Per Square Foot Taxes for the Adjustment Year in
which such Adjustment Date occurs exceeds the sum of $7.50 per
square foot.

22.3. PROJECTIONS. For purposes of calculating Taxes and Operating Expenses
for any Adjustment Year, Landlord may make reasonable estimates,
forecasts or projections (collectively, the "Projections") of Taxes
and Operating Expenses for such Adjustment Year. Landlord shall
deliver to Tenant a written statement setting forth the amount of the
Projections of Operating Expenses and Taxes Per Square Foot for the
Adjustment Year in which such Adjustment Date occurs and providing a
calculation of the increase in installments of Monthly Base Rent to
become effective as of said Adjustment Date; provided, however, that
the failure of

Landlord to provide any such statement shall not relieve Tenant from
its obligation to continue to pay Adjusted Monthly Base Rent at the
rate then in effect under this Lease, and if and when Tenant receives
such statement from Landlord, Tenant shall pay any increases in
Monthly Base Rent reflected thereby effective retroactively to the
most recently preceding Adjustment Date.

22.4. READJUSTMENTS. On or about April 1st following the end of each
Adjustment Year, or at such later time as Landlord shall be able to
determine the actual amounts of Operating Expenses and Taxes for the
Adjustment Year last ended, Landlord shall notify Tenant in writing of
such actual amounts. If such actual amounts exceed the Projections for
each Adjustment Year, then Tenant shall, within thirty (30) days after
the date of such written notice from Landlord pay to Landlord an
amount equal to the excess of the Adjusted Monthly Base Rent payable
for the Adjustment Year last ended based upon actual Operating
Expenses and Taxes for such year over the total Adjusted Monthly Base
Rent paid by Tenant during such Adjustment Year. The obligation to
make such payments shall survive the expiration or earlier termination
of the Term. If the total Adjusted Monthly Base Rent paid by Tenant
during such Adjustment Year exceeds the amount thereof payable for
such year based upon actual Operating Expenses and Taxes for such
Adjustment Year, then Landlord shall credit such excess to
installments of Adjusted Monthly Base Rent payable after the date of
Landlord's notice until such excess has been exhausted, or if this
Lease shall expire prior to full application of such excess, Landlord
shall pay to Tenant the balance thereof not theretofore applied
against Rent. No interest or penalties shall accrue on any amounts
which Landlord is obligated to credit or pay to Tenant by reason of
this Section.

22.5. PARTIAL OCCUPANCY. For purposes of determining adjustments to
installments of Monthly Base Rent for any Adjustment Year in which the
Complex is not fully occupied by tenants, the amount of the Taxes and
the amount of Operating Expenses for such Adjustment Year shall be
appropriately adjusted by the Landlord to the amount that would have
been payable or incurred by the Landlord had the Complex been fully
occupied during such Adjustment Year.

22.6. BOOKS AND RECORDS. Landlord shall maintain books and records showing
Operating Expenses and Taxes in accordance with sound accounting and
management practices. The books and records shall be available to
Tenant for inspection during normal business hours upon prior
reasonable notice.

22.7. NO DECREASES IN MONTHLY BASE RENT. Notwithstanding anything to the
contrary contained in this Lease, Monthly Base Rent shall not be
adjusted or decreased below the amount set forth in section 1.1.H.

23. REAL ESTATE BROKERS. Tenant represents that Tenant has not dealt with any
real estate broker, salesperson, or finder in connection with this Lease,
and no such person initiated or participated in the negotiation of this
Lease, or showed the Premises to Tenant.

Tenant agrees to indemnify and hold harmless Landlord, the Beneficiary and
the Manager from and against any and all liabilities and claims for
commissions and fees arising out of breach of the foregoing representation.
Landlord shall be responsible for the payment of all commissions to the
broker, if any, specified in this section 23, based upon the leasing
commission policy of Landlord applicable to the Complex as of the date of
this Lease.

24. SUBORDINATION AND ATTORNMENT

24.1. SUBORDINATION. This Lease and the rights of Tenant hereunder are
expressly subject and subordinate to any ground lease of the land
comprising the Complex now or hereafter existing and all amendments,
renewals and modifications and extensions of and to any said ground
lease, and to the lien of any mortgage now or hereafter existing
encumbering the Complex, or any part thereof, or said ground leasehold
estate, and all amendments, renewals and modifications and extensions
of and to any said mortgage, and to all advances made or hereafter to
be made upon the security of said mortgage. Tenant agrees to execute
and deliver such further instruments subordinating this Lease to any
such ground lease or to the lien of any such mortgage as may be
requested in writing by Landlord from time to time.

24.2. ATTORNMENT. In the event of the cancellation or termination of any
such ground lease in accordance with its terms or by the surrender of
such ground leasehold estate, whether voluntary, involuntary or by
operation of law, or by summary proceedings, or the foreclosure of any
such mortgage by voluntary agreement or otherwise, or the commencement
of any judicial action seeking such foreclosure, Tenant, at the
request of the then Landlord, shall attorn to and recognize such
ground lessor, mortgagee or purchaser in foreclosure as Tenant's
Landlord under this Lease. Tenant agrees to execute and deliver at any
time upon request of such ground lessor, mortgagee, purchaser, or
their successors, any instrument to further evidence such attornment.

25. NOTICES. All notices required or permitted under this Lease shall be in
writing and shall be deemed given and delivered, whether or not received,
when deposited in the United States Mail, postage prepaid and properly
addressed, certified mail, return receipt requested, at the following
addresses:

To Landlord: LaSalle National Trust N.A., not personally, but as
Trustee under Trust Agreement dated April 14, 1978 and
known as Trust 54214
c/o Anvan Realty & Management Company
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx

or such other address as Landlord shall designate by written notice to
Tenant; and

To Tenant: Cherry Communications, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

or such other address as Tenant shall designate by written notice to
Landlord.

26. MISCELLANEOUS

26.1. LATE CHARGES. All delinquent Rent shall bear interest at the maximum
rate permitted by law or eighteen (18%) percent per annum, whichever
is less, from the date due until paid.

26.2. ENTIRE AGREEMENT. This Lease and the Exhibits attached hereto contain
the entire agreement between Landlord and Tenant concerning the
Premises and there are no other agreements, either oral or written.

26.3. NO OPTION. The execution of this Lease by Tenant and delivery of same
to Landlord or Manager does not constitute a reservation of or option
for the Premises or an agreement to enter into a Lease and this Lease
shall become effective only if and when Landlord executes and delivers
same to Tenant; provided, however, the execution and delivery by
Tenant of this Lease to Landlord or the Manager shall constitute an
irrevocable offer by Tenant to lease the Premises on the terms and
conditions herein contained, which offer may not be withdrawn or
revoked for thirty (30) days after such execution and delivery. If
Tenant is a corporation, it shall deliver to Landlord concurrently
with the delivery to Landlord of an executed Lease, if requested by
it, certified resolutions of Tenant's directors authorizing execution
and delivery of this Lease and the performance by Tenant of its
obligations hereunder.

26.4. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord
of a lesser amount than any installment or payment of Rent due shall
be deemed to be other than on account of the amount due, and no
endorsement or statement on any check or any letter accompanying any
check or payment of Rent shall be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such installment or payment
of Rent or pursue any other remedies available to Landlord. No receipt
of money by Landlord from Tenant after the termination of this Lease
or Tenant's right of possession of the Premises shall reinstate,
continue or extend the Term.

26.5. LANDLORD'S OBLIGATION ON SALE OF BUILDINGS. In the event of any sale
or other transfer of the Complex or the Buildings, Landlord and the
seller or transferor (and the beneficiaries of any selling or
transferring land trust) shall be entirely freed and relieved of all
agreements and obligations of Landlord hereunder accruing or to be
performed after the date of such sale or transfer.

26.6. BINDING EFFECT. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.

26.7. FORCE MAJEURE. Landlord shall not be deemed in default with respect
to any of the terms, covenants and conditions of this Lease on
Landlord's part to be performed, if Landlord fails to timely perform
same and such failure is due in whole or in part to any strike,
lockout, labor trouble (whether legal or illegal), civil disorder,
inability to procure materials, failure of power, restrictive
governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or
any other cause beyond the reasonable control of Landlord.

26.8. CAPTIONS. The article and section captions in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe,
or describe the scope or intent of such articles or sections.

26.9. APPLICABLE LAW. This Lease shall be construed in accordance with the
laws of the State of Illinois.

26.10. TIME. Time is of the essence of this Lease and the performance of
all obligations hereunder.

26.11. LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES. If Tenant fails timely
to perform any of its duties under this Lease, Landlord shall have the
right (but not the obligation) after the expiration of any grace
period elsewhere under this Lease expressly granted to Tenant for the
performance of such duty, to perform such duty on behalf and at the
expense of Tenant without further prior notice to Tenant, and all sums
expended or expenses incurred by Landlord in performing such duty
shall be deemed to be additional Rent under this Lease and shall be
due and payable upon demand by Landlord.

26.12. RIDERS. All Riders attached hereto and executed by both Landlord and
Tenant shall be deemed to be a part hereof and are hereby incorporated
herein.

27. PARKING. A parking garage is located within the Complex. The parking garage
and garage access road are not included in the Common Areas. Should Tenant
desire to have parking privileges in the parking garage, Tenant should make
the necessary arrangements therefor with the operator of the parking
garage.

28. EXCULPATION. This Lease is executed by LaSalle National Trust N.A., not
personally, but as Trustee as aforesaid in the exercise of the power and
authority conferred upon and vested in it as such Trustee and it is
expressly understood and agreed that nothing herein contained shall be
construed as creating any liability on said LaSalle National Trust N.A. or
any person interested beneficially or otherwise in said Trust Agreement
establishing

27
39

Trust No. 54214 personally to pay any sums owing hereunder or to perform
any covenant either express or implied herein contained, all such
liability, if any, being expressly waived by Tenant, and the heirs,
personal representatives, successors and assigns of Tenant, and so far as
said LaSalle National Trust N.A. and any person interested beneficially or
otherwise in said Trust Agreement establishing Trust No. 54214 are
concerned, Tenant, and the heirs, personal representatives, successors and
assigns of Tenant, shall look solely to the property specifically described
in said Trust Agreement establishing Trust No. 54214 for the payment of any
sums owing hereunder or the enforcement of any covenant either express or
implied herein contained.

IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in
section 1.1.D hereof.

LANDLORD: TENANT:

LaSalle National Trust N.A.,
not personally, but solely as
Trustee under Trust Agreement
dated April 14, 1978 and Cherry Communications, Inc.
known as Trust Number 54214 an Illinois corporation

By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxxx
--------------------------------- ---------------------

Title: Sr. Vice President Its: President
------------------------------ ----------------------
President

ATTEST:

By: /s/ Jo Xxx Xxxxxxxx
------------------------

Its: Secretary
----------------------
Secretary

41
EXHIBIT A

PLAN OF PREMISES

(to be inserted)

AMENDMENT NUMBER ONE
TO CHERRY COMMUNICATION, INC.
OFFICE LEASE

This Amendment Number One ("Amendment") is dated as of March 11, 1996
and is made by and between LASALLE NATIONAL TRUST, N.A., not personally, but
solely as Trustee under Trust Agreement dated April 14, 1978 and known as Trust
Number 54214 ("Landlord") and CHERRY COMMUNICATIONS, INC., an Illinois
corporation ("Tenant").

RECITALS

WHEREAS, on February 10, 1995 Landlord and Tenant entered into that
certain lease for certain premises located in the Complex commonly known as
Printer's Square (the "Lease"); and

WHEREAS, the Term of the Lease will expire on February 28, 2000; and

WHEREAS, the Tenant wants to expand into additional premises in the
Complex and the Landlord has additional premises to lease to Tenant; and

WHEREAS, Tenant and Landlord desire to further extend the Term of
the Lease.

NOW, THEREFORE, in consideration of Ten and no/100 ($10.00) Dollars
and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged the parties, Landlord and Tenant agree as follows:

1. The recitals set forth above are hereby incorporated by reference as
if fully set forth herein.

2. Unless otherwise provided to the contrary, the capitalized words and
phrases herein shall have the same meaning as defined in the Lease.

3. EXTENSION OF TERM. The term of the Lease is hereby extended for an
additional thirteen calendar months from March 1, 2000 to March 31, 2001.

4. EXPIRATION DATE. Paragraph 1.1.G. of the Lease is hereby deleted in
is entirety and the following is substituted in its place:

1.1.G. EXPIRATION DATE OF TERM:

March 31, 2001

5. MONTHLY BASE RENT. Paragraph 1.1.H of the Lease is modified and
amended to reflect the following rental amounts during the following time
periods:

- 4/1/96 - 3/31/97: Eight thousand five hundred fifty four and
67/100 ($8,554.67) dollars per calendar month (ie. $14.42/square
foot/annum; $102,655.98/annum); and

1
43

- 4/1/97 - 3/31/98: Eight thousand eight hundred nine and 76/100
($8,809.76) dollars per calendar month (ie. $14.85/square foot/annum;
$105,717.15/annum); and

- 4/1/98 - 3/31/99: Nine thousand seventy six and 25/100 ($9,076.25)
dollars per calendar month (ie. $15.30/square foot/annum;
$108,920.70/annum); and

- 4/1/99 - 3/31/00: Nine thousand three hundred forty nine and 62/100
($9,349.62) dollars per calendar month (ie. $15.76/square foot/annum;
$112,195.44/annum); and

- 4/1/00 - 3/31/01: Nine thousand six hundred twenty eight and 45/100
($9,628.45) dollars per calendar month (ie. $16.23/square foot/annum;
$115,541.37/annum).

6. RENTABLE AREA/FLOOR. Paragraphs 1.1.I and 1.1.K. of the Lease are
hereby deleted in their entirety and the following is substituted in their
place:

1.1.I. RENTABLE AREA OF THE PREMISES

3/1/95 - 3/31/96 3,042 square feet

4/1/96 - 3/31/01 7,119 square feet

1.1.K. FLOOR

3/1/95 - 3/31/96 Third Floor-Suite 301

4/1/96 - 3/31/01 Third Floor-Suite 301 and Second Floor-Suite 250

7. NOTICES. Notwithstanding anything in the Lease to the contrary, any
and all notice to be sent to the Landlord shall be addressed to the Landlord and
sent to the following address:

c/o Anvan Realty & Management Company
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx

8. Except as, and to the extent amended herein, the Lease is hereby
restated by this reference and deemed to be in full force and effect.

9. This Amendment is to be read consistently with the Lease, but in the
event of any conflict between the Lease and this Amendment, this Amendment will
control.

10. This Amendment is executed by LaSalle National Trust N.A., not
personally, but as Trustee as aforesaid in the exercise of the power and
authority conferred upon and vested in it as such Trustee and it is expressly
understood and agreed that nothing herein contained shall be construed as
creating any liability on said LaSalle National Trust N.A. or any person
interested beneficially or otherwise in said Trust Agreement establishing Trust
No. 54214 personally to pay

any sums owing hereunder or to perform any covenant either express or implied
herein contained, all such liability, if any, being expressly waived by Tenant,
and the heirs, personal representatives, successors and assigns of Tenant, and
so far as said LaSalle National Trust N.A. and any person interested
beneficially or otherwise in said Trust Agreement establishing Trust No. 54214
are concerned, Tenant, and the heirs, personal representatives, successors and
assigns of Tenant, shall look solely to the property specifically described in
said Trust Agreement establishing Trust No. 54214 for the payment of any sums
owing hereunder or the enforcement of any covenant either express or implied
herein contained.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.

Landlord:
LASALLE NATIONAL TRUST, N.A., not
personally, but solely as Trustee aforesaid

By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
Its: Sr. Vice President
----------------------------------------------

Tenant:
CHERRY COMMUNICATIONS, INC., a Illinois
corporation

By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------------
Its: Vice President and
----------------------------------------------
Chief Operating Officer
----------------------------------------------

Attest: /s/ Jo Xxx Xxxxxxxx
-------------------------------------------
Its: Secretary
---------------------------------------------

XXXXXXX X

Xxxxx Xxxxx - Xxxxx 000

3,042 Square Feet

EXHIBIT C

Monthly Base Rent

10/01/98 - 03/31/99 $3,878.55 per month
04/01/99 - 03/31/00 $3,995.16 per month
04/01/00 - 03/31/01 $4,114.30 per month

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