1 EXHIBIT 10.23 June 3, 1999 ARTICLE 1 - LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definitions. A. *Leased Premises (shown outlined in red on Exhibit A attached hereto): Suite: ___; Floor: ___; Building Address:...

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                                                                   EXHIBIT 10.23




June 3, 1999

ARTICLE 1 - LEASE OF PREMISES

Section 1.01. Basic Lease Provisions and Definitions.

A.   *Leased Premises (shown outlined in red on Exhibit A attached hereto):
      Suite: ___; Floor: ___; Building Address:
      ___________________________________________, ("Building");

B.  **Rentable Area: approximately 49,000 rentable square feet;

      Landlord shall use commercially reasonable standards, consistently
      applied, in determining the Rentable Area and the rentable area of the
      Building. The Rentable Area shall include the area within the Leased
      Premises plus a pro rata portion of the area covered by the common areas
      within the Building, as reasonably determined by Landlord from time to
      time. Xxxxxxxx's determination of Rentable Area shall be deemed correct
      for all purposes hereunder.

C.  **Building Expense Percentage: 74.81%

      [Gross rentable area of the Leased Premises (49,000 rentable square feet)
      divided by the total gross rentable area of the Building (65,500 rentable
      square feet)];

D. ***Minimum Annual Rent:


                           
      Years 1 - 5             $840,350.04 per year;
      Years 6 - 10            $913,850.04 per year;


E. ***Monthly Rental Installments:


                           
      Months 1 - 60           $ 70,029.17 per month;
      Months 61 - 120         $ 76,154.17 per month;


F.    Term: Ten (10) years and zero (0) months;

G.    Target Commencement Date: April 20, 2000;

H.    Security Deposit: $70,029.17;

X.    Xxxxxx(s): Duke Realty Limited Partnership representing Landlord and
      Olympia Partners representing Tenant;

X.    Xxxxxxxxx Use: General office and warehouse purposes;

K.    Working Drawings Approval Date: See Exhibit B-3;
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L.    Address for payments and notices as follows:

            Landlord:          Duke Realty Limited Partnership
                               Attn: Property Management
                               0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
                               Xxxxxxxxxxxx, XX  00000

            With Rental
            Payments to:       Duke Realty Limited Partnership
                               P.O. Box 66259
                               Indianapolis, IN 46266

            Tenant:            Pictorial, Inc.
            Before Completion  0000 Xxxxxxxxxx Xxxx
            xx Xxxxxxxx:       Xxxxxxxxxxxx, XX  00000
                               Attn:  Xxxxxxx X. Xxxxx, Vice President and Chief
                                      Financial Officer

           *After Completion   _______________________________
            of Building:       _______________________________
                               _______________________________

            With a copy to:    Primedia, Inc.
                               000 Xxxxx Xxxxxx
                               Xxx Xxxx, XX 00000
                               Attn:  Xxxxxxx Xxxxxx, Vice President Real Estate

X.    Xxxxxxxxx(s): Primedia, Inc.;

X.    Xxxxxxxx's Share of Operating Expenses: $5.00 per rentable square foot of
      the Leased Premises. Such amount includes an estimate of non-abated real
      estate taxes.

Section 1.02. Lease of Premises.

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord under
the terms and conditions herein the Leased Premises.

ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term.

The term of this Lease shall be the period of time specified in Item F of the
Basic Lease Provisions ("Lease Term") and shall commence on (i) the Target
Commencement Date; or (ii) upon such later date as Substantial Completion (as
hereinafter defined) of the Finish Work (hereinafter defined) is achieved;
provided, however, that the Commencement Date shall not be extended as a result
of any Tenant Caused Delays (as hereinafter defined) or Tenant requested change
orders; or (iii) upon such earlier date as Tenant takes possession or commences
use of the Leased Premises. The date of commencement as defined above,
hereinafter called the "Commencement Date," shall be confirmed by Xxxxxx in a
letter of understanding acknowledging (i) the Commencement Date of this Lease,
(ii) the "Expiration Date", and (iii) that Tenant has accepted the Leased
Premises.

Section 2.02. Construction.

A.    Shell Work.  The scope of the work for the shell improvements ("Shell
      Work") to be performed by Landlord is set forth in the preliminary
      plans and specifications and written descriptions thereto all of which
      are listed on the attached Preliminary Exhibit B-1.  Xxxxxxxx will
      prepare final plans and specifications and actual working drawings,
      which upon completion, shall be substituted and attached hereto as
      Exhibit B-1 ("Shell Plans and Specifications").  Landlord shall, at its
      sole cost and expense, construct in a good workmanlike manner all of
      the improvements and supply all work, labor, materials and equipment
      necessary to complete the Shell Work in accordance with the Shell Plans
      and Specifications, which shall include, without limitation, the
      installation of landscaping, parking lots, driveways and all
      improvements as shown on the Shell Plans and Specifications for the
      benefit of the Leased Premises.

B.    Tenant Finish Improvements.  Xxxxxxxx agrees to perform and complete,
      at Xxxxxxxx's sole cost and expense, the work on the tenant finish
      improvements for the Leased Premises ("Finish Work") in accordance with
      Tenant's preliminary space plans and specifications which are attached
      hereto as Preliminary Exhibit B-2, subject to events and delays due to
      causes beyond its


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      reasonable control. Final plans and specifications with respect to the
      Finish Work shall be substantially similar in scope to the work set forth
      in Preliminary Exhibit B-2 and shall be completed and mutually agreed to
      by Landlord and Tenant in accordance with the Project Schedule attached
      hereto as Exhibit B-3, but in no event later than June 21, 1999, which
      upon completion, shall be substituted and attached hereto as Exhibit B-2
      ("Interior Plans and Specifications"). Moreover, the final plans and
      specifications with respect to the Finish Work shall include finish grades
      similar to those used in another building owned by Landlord in the
      vicinity commonly referred to as Woodland Corporate Center I located at
      0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx; excluding ceiling tile and
      security access system. In addition, Landlord and Tenant acknowledge and
      agree that CSO Architects, Engineers & Interiors, Inc. shall perform and
      complete, at Landlord's sole cost and expense, all space planning and
      construction drawing associated with the Finish Work as set forth in Final
      Exhibit B-2; provided, however, that supplemental design services, or
      excessive revisions to the plans and drawings shall be at Tenant's sole
      cost and expense. Tenant and Xxxxxx's representative shall be permitted to
      review the space plans and construction drawings for both the Shell Work
      and Finish Work on three separate occasions; provided, however, that
      Tenant shall have no rights to cause any changes, modifications, or
      revisions to the Shell Work and Finish Work.

      Landlord and Tenant hereby agree that all work on any subsequent tenant
      finish improvements in the Leased Premises and any expansion space shall
      also be performed by Duke Construction Management, Inc. or an affiliate of
      Landlord (collectively "Construction Manager") which shall receive a
      construction management fee equal to the fair market rate for comparable
      tenant finish construction work, including quality, experience,
      reliability and availability of Construction Manager.

C.    Project Design Schedule and Permits. The Shell Plans and Specifications
      and the Interior Plans and Specifications shall be designed and the Shell
      Work and Finish Work shall be constructed by Landlord in a good and
      workmanlike manner and in accordance with the Project Schedule attached
      hereto as Exhibit B-3. Landlord shall apply for and obtain as
      expeditiously as possible, at its sole cost and expense, all permits,
      licenses and certificates necessary for the construction and completion of
      the Shell Work and Finish Work.

D.    Substantial Completion. The Leased Premises shall be deemed to be
      substantially completed ("Substantial Completion") at such time as
      Landlord shall certify in writing to Tenant that said Leased Premises have
      been completed in substantial accordance with the Shell Plans and
      Specifications and the Interior Plans and Specifications described above
      subject only to minor punch list items (i.e., such unfinished items as
      shall not impair Tenant's ability to use the Leased Premises in the manner
      intended by the Lease). In the event Landlord and Tenant do not agree upon
      the date of Substantial Completion, Landlord shall furnish Tenant with a
      Certificate of Substantial Completion from an independent architect within
      five (5) business days after Xxxxxxxx's receipt of notice of disagreement.
      In the event of any dispute with respect to the date of Substantial
      Completion of the Leased Premises, Landlord and Tenant agree that
      Landlord's initial determination of such date shall be deemed correct
      unless and until otherwise shown by the architect's Certificate of
      Substantial Completion.

      If Substantial Completion of the Leased Premises has not occurred on or
      before April 20, 2000, and Landlord's failure to achieve such Substantial
      Completion is not the result of force majeure of any Tenant Caused Delay,
      Landlord shall be responsible for (i) in the event of a consensual
      holdover, payment of the holdover penalty portion of the monthly rental,
      defined in Tenant's existing lease dated August 29, 1989, as amended, with
      Trustee of the Xxxx X. Xxxxx Trust U/A ("Existing Lease"), commencing on
      April 20, 2000 and continuing until the date of Substantial Completion
      (hereinafter referred to as "Holdover Rent"); and (2) and in the event of
      a non-consensual holdover, payment of Tenant's Holdover Rent plus payment
      of Tenant's reasonable attorneys fees actually incurred by Tenant in
      defending any litigation instituted as a result of Xxxxxx's non-consensual
      holdover (hereinafter referred to as "Attorneys Fees"). In the event
      Tenant is required to holdover under the Existing Lease, Xxxxxx agrees to
      use its best efforts to obtain the existing landlord's consent to such
      holdover and to take any other reasonable measures to minimize the
      Holdover Rent or Attorney Fees. In addition, if Substantial Completion has
      not occurred on or before May 20, 2000, and Landlord's failure to achieve
      such Substantial Completion is not the result of force majeure or any
      Tenant Caused Delay, Landlord shall be responsible for (i) the Holdover
      Rent as otherwise provided in this Lease; (ii) the Attorneys Fees as
      otherwise provided in this Lease; and (iii) one (1) day's Minimum Annual
      Rental abatement for each day of delay after May 20, 2000. Finally, if
      Substantial Completion has not occurred on or before June 20, 2000, and
      Landlord's failure to achieve Substantial Completion is not the result of
      force majeure or any Tenant Caused Delay, Tenant shall have the right to
      terminate this Lease by providing written notice to Landlord prior to the
      date of Substantial Completion. Upon such termination, both parties shall
      be released from further liability under this Lease, except for any
      obligation which either expressly or by its nature survives termination of
      this Lease. The


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      damages described herein Section 2.02D of this Lease shall be Tenant's
      sole remedy for Landlord's failure to deliver the Leased Premises as set
      forth above, and Tenant shall not be entitled to other damages
      (consequential or otherwise) as a result thereof.

E.    Fixturing. Tenant shall have the right and privilege of going into the
      Leased Premises to complete interior decoration work and to otherwise
      prepare the Leased Premises for its occupancy, in accordance with the
      Project Schedule attached hereto as Exhibit B-3, subject to Tenant Caused
      Delays or any other events beyond Landlord's control, provided, however,
      that its schedule in so doing shall be communicated to Landlord and the
      approval of Landlord secured so as not to unreasonably interfere with or
      delay other work of Landlord in the Leased Premises. Landlord shall have
      no liability whatsoever for any loss or damage to any of Tenant's
      fixtures, equipment or any other items brought into the Leased Premises
      prior to the Commencement Date. Notwithstanding the foregoing, all of the
      terms and conditions of this Lease will become effective upon Tenant
      taking possession of the Leased Premises for fixturing purposes as
      contemplated by this Section, except for payment of Minimum Annual Rent
      and Annual Rental Adjustment, which shall commence on the Commencement
      Date.

F.    Tenant Caused Delays. Tenant Caused Delay or Delays shall include any
      delay caused by or resulting from the following or any combination of the
      following: (1) failure of Tenant to comply with the Project Schedule; (2)
      any change orders requested by Xxxxxx; (3) failure of Tenant to timely or
      properly arrange its furnishings or be present for any scheduled
      walk-through of the Leased Premises; (4) failure of Tenant to cooperate
      with Landlord and respond promptly to any reasonable request of Landlord;
      or (5) Tenant's fixturing of the Leased Premises prior to the Commencement
      Date.

G.    Change Orders. Tenant shall have the right to request in writing that
      Landlord make changes from time to time in the construction drawings for
      the Leased Premises and Landlord shall not unreasonably refuse to do so.
      Any additional cost associated with said changes shall be paid in cash by
      Tenant to Landlord as additional rent upon completion of such work. The
      cost to Tenant resulting from a change order and any delay in completion
      of the tenant finish improvements shall be quoted to Tenant by Landlord
      within three (3) business days after submission, provided, however, that
      in the event any change order relates to work which has not previously
      been contracted for, Landlord shall have up to five (5) business days to
      respond to Tenant. Landlord shall respond to Xxxxxx's request for any
      change order as soon as is reasonably possible, and Xxxxxx may then decide
      whether or not it desires to proceed with such change order. A
      construction management fee equal to ten percent (10%) of the sum of the
      sub-contractor's contract prices and the general conditions and overhead,
      which include but are not limited to, supervisory and permitting fees
      representing the total construction costs for such change order work.

H.    Compliance. Landlord shall cause the construction of the Building and
      Leased Premises to be made in accordance with all applicable laws, rules,
      codes, ordinances and regulations, including the Americans With
      Disabilities Act and all applicable zoning and building ordinances and
      codes.

Section 2.03. Surrender of the Premises.

Upon the expiration or earlier termination of this Lease, Tenant shall
immediately surrender the Leased Premises to Landlord in broom-clean condition
and in good order, condition and repair. Tenant shall remove its personal
property, computer equipment, wiring and cabling (including above ceiling) in
the Leased Premises, at its sole cost and expense. Tenant shall, at its expense,
promptly repair any damage caused by any such removal, and shall restore the
Leased Premises to the condition existing prior to the installation of the items
so removed (excluding ordinary wear and tear damage). All Tenant property which
is not removed within ten (10) days following Landlord's written demand
therefore shall be conclusively deemed to have been abandoned and Landlord shall
be entitled to dispose of such property at Tenant's cost without incurring any
liability to Tenant. The provisions of this section shall survive the expiration
or other termination of this Lease.

Section 2.04.  Holding Over.

If Tenant retains possession of the Leased Premises after the expiration or
earlier termination of this Lease, Tenant shall become a tenant from month to
month at One Hundred Twenty-five Percent (125%) of the Monthly Rental
Installment and Annual Rental Adjustment for the Leased Premises in effect upon
the date of such expiration or earlier termination, and otherwise upon the
terms, covenants and conditions herein specified, so far as applicable.
Acceptance by Landlord of rent after such expiration or earlier termination
shall not result in a renewal of this Lease. After expiration or earlier
termination of the Lease, Tenant shall vacate and surrender the Leased Premises
to Landlord upon Tenant being given thirty (30) days prior written notice from
Landlord to vacate. This Section 2.04 shall in no way constitute a consent by
Landlord to any


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holding over by Tenant upon the expiration or earlier termination of this Lease,
nor limit Landlord's remedies in such event.

ARTICLE 3 - RENT

Section 3.01. Base Rent.

Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental
Installments in advance, without deduction or offset on the Commencement Date
and on or before the first day of each and every calendar month thereafter
during the Lease Term. The Monthly Rental Installments for partial calendar
months shall be prorated.

Section 3.02. Annual Rental Adjustment Definitions.

A.    "Annual Rental Adjustment" - shall mean the amount of Tenant's
      Proportionate Share of Operating Expenses for a particular calendar year.

B.    "Operating Expenses" - shall mean the amount of all of Landlord's costs
      and expenses paid or incurred in operating, repairing, replacing as
      expressly provided herein, and maintaining the Building (including the
      Common Areas as defined below) in good condition and repair for a
      particular calendar year, including all additional costs and expenses
      which Landlord reasonably determines that it would have paid or incurred
      during such year if the Building had been ninety-five percent (95%)
      occupied, including by way of illustration and not limitation: all Real
      Estate Taxes, as hereinafter defined, insurance premiums and deductibles;
      water, sewer, electrical and other utility charges other than the
      separately billed electrical and other charges paid by Xxxxxx as provided
      in this Lease; service and other charges incurred in the repair,
      replacement, operation and maintenance of the elevators and the heating,
      ventilation and air-conditioning system; cleaning and other janitorial
      services; tools and supplies; repair costs; landscape maintenance costs;
      security services; license, permit and inspection fees; management or
      administrative fees; supplies, costs, wages and related employee benefits
      payable for the management, maintenance and operation of the Building;
      maintenance, repair and replacement of the driveways, parking and sidewalk
      areas (including snow and ice removal), landscaped areas, and lighting;
      maintenance and repair costs, dues, fees and assessments incurred under
      any covenants or owners association (the "Covenants"). There shall also be
      included in Operating Expenses the amortization of capital improvements
      (as such term is defined in accordance with generally accepted accounting
      principles "GAAP") that produce a net reduction in operating costs
      together with interest at the rate of twelve percent (12%) per annum on
      the unamortized balance thereof; and the cost or portion of any capital
      improvements (as such term is defined in accordance with GAAP) reasonably
      allocable to the Building together with interest at the rate of twelve
      percent (12%) per annum, made to the Building by Landlord after the date
      of this Lease which are required under any governmental law or regulation
      that was not applicable to the Building at the time it was constructed.
      The cost of any capital improvement shall be amortized over the useful
      life of such improvement (as reasonably determined by Landlord), and only
      the amortized portion shall be included in Operating Expenses. "Operating
      Expenses" shall not include any amount paid or incurred to an affiliate of
      Landlord or any of its agents in excess of the amount which would have
      been paid or incurred on an open market basis and on a competitive basis
      in the absence of such affiliations. Notwithstanding the foregoing,
      Landlord's costs and expenses for snow removal, janitorial and cleaning
      services, and insurance premiums shall be consistent with the fair market
      costs for such services or products in an open and competitive market
      including factors such as quality experience, reliability, and
      availability.

C.    "Tenant's Proportionate Share of Operating Expenses" - shall be an amount
      equal to the remainder of (i) the product of Tenant's Building Expense
      Percentage times the Building Operating Expenses less (ii) Landlord's
      Share of Operating Expenses, provided that such amount shall not be less
      than zero.

D.    "Real Estate Taxes" - shall include any form of real estate tax or
      assessment commercial rental tax or other similar charge or tax enacted or
      to be enacted by any applicable taxing authority (other than inheritance,
      personal income or estate taxes) imposed upon the Building or common areas
      (or against Landlord's business of leasing the Building) by any authority
      having the power to so charge or tax, together with costs and expenses of
      contesting the validity or amount of Real Estate Taxes, which at
      Landlord's option may be calculated as if such contesting work had been
      performed on a contingent fee basis (whether charged by Xxxxxxxx's counsel
      or representative; provided, however, that said fees are reasonably
      comparable to the fees charged for similar services by others not
      affiliated with Landlord, but in no event shall said fees exceed
      thirty-three percent (33%) of the good faith estimated tax savings).
      Notwithstanding the foregoing, Landlord shall exercise commercially
      reasonable efforts in determining whether to contest the validity or
      amount of Real Estate Taxes.

E.    "Common Areas" - shall mean the areas of the Building and the land which
      are designed for use in common by all tenants of the Building and their
      respective employees, agents, customers, invitees

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      and others, and includes, by way of illustration and not limitation,
      entrances and exits, hallways and stairwells, elevators, restrooms,
      sidewalks, driveways, parking areas, landscaped areas and other areas as
      may be designated by Landlord as part of the Common Areas of the Building.
      Tenant shall have the non-exclusive right, in common with others, to the
      use of the Common Areas.

F.    Maximum Increase in Operating Expenses. Notwithstanding anything in this
      Lease to the contrary:

            (i) Uncontrollable Expenses. Tenant will be responsible for Tenant's
      Proportionate Share of real estate taxes, including the reasonable costs
      and expenses of contesting the validity or amount of real estate taxes;
      service payments in lieu of real estate taxes; insurance premiums;
      association dues; management or administrative fees; utilities; snow
      removal; janitorial services and any other expenses which Landlord shall
      determine within its reasonable discretion to be uncontrollable expenses
      ("Uncontrollable Expenses"), without regard to the level of increase in
      any or all of the above in any year or other period of time.

            (ii) Controllable Expenses. Tenant's obligation to pay all other
      Building Operating Expenses which are not Uncontrollable Expenses (herein
      "Controllable Expenses") shall be limited to five percent (5%) per annum
      increase over the amount the Controllable Expenses for the immediately
      preceding calendar year would have been had the Controllable Expenses
      increased at the rate of five percent (5%) in all previous calendar years
      beginning with the actual Controllable Expenses for the year ending
      December 31 of the second full calendar year of the Lease Term.

G.    Tax Abatement. Tenant desires to obtain and maintain tax abatement
      deductions for the Leased Premises, and shall make the payment of any and
      all application and other fees associated therewith. Xxxxxx assumes and
      accepts the risk that its tax abatement application will not be
      successful. In the event Tenant proceeds with the filing of such
      application, Tenant shall prepare and file any required applications,
      forms, resolutions, agreements or other materials, whether for or on
      behalf of Tenant or Landlord. To permit Tenant to take the actions
      necessary to obtain and maintain property tax abatement deductions on the
      Leased Premises, Landlord shall (i) upon reasonable notice from Tenant,
      execute such tax abatement applications, forms, resolutions, agreements,
      and other materials; (ii) upon reasonable notice from Tenant, provide
      Tenant with information in its possession with respect to the Leased
      Premises necessary to prepare such applications, from, resolutions,
      agreements, and other materials; (iii) upon reasonable notice from Tenant,
      authorize Tenant to appear on behalf of Landlord at any public hearing
      related to obtaining or maintaining property tax abatement on the Leased
      Premises; and (iv) shall forward to Tenant promptly upon receipt any
      notice of assessment or change in assessment relating to the Leased
      Premises. Tenant further understands that it is responsible for any and
      all real property taxes accruing during the Lease Term with regard to the
      Leased Premises and agrees to indemnify and hold harmless Landlord from
      and against any and all losses, claims or damages resulting from Xxxxxx's
      failure to comply with its obligations under this Section or under any
      agreement between Landlord and Tenant and the City of Indianapolis,
      Indiana with respect to tax abatement. Notwithstanding anything contained
      herein to the contrary, in the event Tenant is successful in obtaining a
      real estate tax abatement for the Leased Premises as a concession from the
      City of Indianapolis, Landlord hereby agrees to pass along the amount
      which is abated to Tenant as a credit against Xxxxxx's Proportionate Share
      of Operating Expenses (as defined herein) or, to the extent such credit
      exceeds Xxxxxx's Proportionate Share of Operating Expenses, as a credit
      against Xxxxxx's Minimum Annual Rent.

X.    Xxxxxx Audit Rights. Tenant shall have the right, at Xxxxxx's sole cost
      and expense, to inspect, at reasonable times and in a reasonable manner,
      during the one hundred eighty (180) day period following the delivery of
      Landlord's statement of the actual amount of the Annual Rental Adjustment,
      such of Landlord's books of account and records as pertain to and contain
      information concerning such costs and expenses in order to verify the
      amounts thereof. Tenant's failure to exercise its rights hereunder within
      said one hundred eighty (180) day period shall be deemed a waiver of its
      right to inspect or contest the method, accuracy or amount of the Annual
      Rental Adjustment.

Section 3.03. Payment of Additional Rent.

In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay
to Landlord as "Additional Rent" for the Leased Premises, commencing January 1,
2001 and continuing in each subsequent calendar year or partial calendar year,
during the term of this Lease, an amount equal to the Annual Rental Adjustment
for such calendar year. The Annual Rental Adjustment shall be estimated annually
by Landlord, and written notice thereof shall be given to Tenant prior to the
beginning of each calendar year. Tenant shall pay to Landlord each month, at the
same time the Monthly Rental Installment is due, an amount equal to one-twelfth
(1/12) of the estimated Annual Rental Adjustment. Within a reasonable time after
the end of each calendar year, Landlord shall prepare and deliver to Tenant a
statement showing the actual Annual Rental Adjustment.

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Within thirty (30) days after receipt of the aforementioned statement, Tenant
shall pay to Landlord, or Landlord shall credit against the next rent payment or
payments due from Tenant, as the case may be, the difference between the actual
Annual Rental Adjustment for the preceding calendar year and the estimated
amount paid by Tenant during such year.

Section 3.04. Late Charges.

Tenant acknowledges that Landlord shall incur certain additional unanticipated
administrative and legal costs and expenses if Tenant fails to timely pay any
payment required hereunder. Therefore, in addition to the other remedies
available to Landlord hereunder, if any payment required to be paid by Tenant to
Landlord hereunder shall become overdue, such unpaid amount shall bear interest
from the due date thereof to the date of payment at the prime rate (as defined
by Citibank, N.A. or, if no longer in existence, such other nationally chartered
bank or financial institution reasonably designated by Landlord) of interest
("Prime Rate") plus six percent (6%) per annum.

Notwithstanding the foregoing, in the event Tenant fails to timely pay any
payment required herein, Landlord shall provide Tenant with written notice of
such failure two (2) times during each successive twelve (12) month period of
the Lease Term and Tenant shall have an additional five (5) days to cure such
failure before Landlord shall assess any late charges described herein.

ARTICLE 4 - SECURITY DEPOSIT

Upon execution of this Lease, Tenant shall deposit with Landlord the Security
Deposit as security for the performance by Tenant of all of Tenant's obligations
contained in this Lease. In the event of a default by Xxxxxx, Landlord may apply
all or any part of the Security Deposit to cure all or any part of such default;
and Tenant agrees to promptly, upon demand, deposit such additional sum with
Landlord as may be required to maintain the full amount of the Security Deposit.
All sums held by Landlord pursuant to this section shall be with interest and
may be commingled by Landlord. Notwithstanding the foregoing, Xxxxxxxx agrees to
pay Tenant interest on the Security Deposit at a rate of four percent (4%) per
annum, which shall be paid to Tenant annually as a credit to Minimum Annual
Rent. At the end of the Lease Term or the earlier termination thereof, provided
that there is then no uncured default, Landlord shall return the Security
Deposit to Tenant within thirty (30) days of Tenant vacating the Leased
Premises.

ARTICLE 5 - OCCUPANCY AND USE

Section 5.01. Use.

The Leased Premises shall be used by Tenant for the Permitted Use and for no
other purposes without the prior written consent of Landlord.

Section 5.02. Covenants of Tenant Regarding Use.

Tenant shall (i) use and maintain the Leased Premises and conduct its business
thereon in a safe, careful, reputable and lawful manner, (ii) comply with the
Covenants and all laws, rules, regulations, orders, ordinances, directions and
requirements of any governmental authority or agency, now in force or which may
hereafter be in force, including without limitation those which shall impose
upon Landlord or Tenant any duty with respect to or triggered by a change in the
use or occupation of, or any improvement or alteration to, the Leased Premises,
(iii) comply with and obey all reasonable directions of Landlord, including the
Building Rules and Regulations attached hereto as Exhibit C and as may be
modified from time to time by Landlord on reasonable notice to Tenant. Tenant
shall not do or permit anything to be done in or about the Leased Premises which
will in any way obstruct or interfere with the rights of other tenants or
occupants of the Building or injure or annoy them. Landlord shall not be
responsible to Tenant for the non-performance by any other tenant or occupant of
the Building of any of the Building Rules and Regulations, but agrees to take
reasonable measures to assure such other tenant's compliance. Tenant shall not
use the Leased Premises, or allow the Leased Premises to be used, for any
purpose or in any manner which would invalidate any policy of insurance now or
hereafter carried on the Building or increase the rate of premiums payable on
any such insurance policy unless Tenant reimburses Landlord for any increase in
premium charged.

Section 5.03. Landlord's Rights Regarding Use.

In addition to the rights specified elsewhere in this Lease, Landlord shall have
the following rights regarding the use of the Leased Premises or the Common
Areas, each of which may be exercised without notice or liability to Tenant: (a)
Landlord may install such signs, advertisements or notices or tenant
identification information on the directory board or tenant access doors as it
shall deem necessary or proper; (b) Landlord shall have the right at any time to
control, change or otherwise alter the Common Areas in such manner as it deems
necessary or proper; (c) Landlord, its employees and agents and any mortgagee of
the Building shall have the right to enter any part of the Leased Premises at
reasonable times and upon reasonable prior notice (except in the case of
emergency when no notice shall be required) for the purposes of examining or


                                  Page 7 of 19
   8
inspecting the same, showing the same to prospective purchasers, mortgagees or
tenants and making such repairs, alterations or improvements to the Leased
Premises or the Building as Landlord may deem necessary or desirable, provided,
however, that any repairs made by Landlord shall be at Tenant's expense except
as provided in Sections 7.01 and 7.02 hereof. Landlord shall incur no liability
to Tenant for such entry, nor shall such entry constitute an eviction of Tenant
or a termination of this Lease, or entitle Tenant to any abatement of rent
therefor.

ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES

Section 6.01. Services to be Provided.

Provided Tenant is not in default, Landlord shall furnish to Tenant, except as
noted below, the following utilities and other building services to the extent
reasonably necessary for Tenant's comfortable use and occupancy of the Leased
Premises for the Permitted Use or as may be required by law or directed by
governmental authority:

(a)   Heating, ventilation and air-conditioning between the hours of 7:00 a.m.
      and 6:00 p.m. Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday
      of each week except on legal holidays;

(b)   Electrical current not to exceed seven (7) xxxxx per rentable square foot
      (exclusive of HVAC);

(c)   Water in the Common Areas for lavatory and drinking purposes;

(d)   Automatic elevator service;

(e)   Cleaning and janitorial service in the Leased Premises and Common Areas on
      Monday through Friday of each week except legal holidays; provided,
      however, Tenant shall be responsible for carpet cleaning other than
      routine vacuuming. Attached hereto as Exhibit D is Xxxxxxxx's anticipated
      cleaning and janitorial specifications for the Building which are subject
      to change from time to time based upon Xxxxxxxx's sole and absolute
      discretion;

(f)   Washing of windows at intervals reasonably established by Landlord;

(g)   Replacement of all lamps, bulbs, starters and ballasts in Building
      standard lighting (Landlord's standard tenant finish improvements being
      described in Exhibit B) as required from time to time as a result of
      normal usage;

(h)   Cleaning and maintenance of the Common Areas, including the removal of
      rubbish, ice and snow; and

(i)   Repair and maintenance to the extent specified elsewhere in this Lease.

In the event of utility deregulation, Landlord shall choose the utility service
provider. All utilities and services provided by Landlord shall be charged by
Landlord to Tenant at rates that would have been payable if such utilities and
services had been directly billed by the utilities or service providers.

Section 6.02. Additional Services.

If Tenant requests any other utilities or building services in addition to those
identified above or any of the above utilities or building services in
frequency, scope, quality or quantity substantially greater than those which
Landlord reasonably determines are normally required by other tenants in the
Building for the Permitted Use, then Landlord shall use reasonable efforts to
attempt to furnish Tenant with such additional utilities or building services.
In the event Landlord is able to and does furnish such additional utilities or
building services, the costs thereof shall be borne by Xxxxxx, who shall
reimburse Landlord monthly for the same as additional rent at the same time
Monthly Rental Installments and other additional rent is due.

If any lights, density of staff, machines or equipment used by Tenant in the
Leased Premises materially affect the temperature otherwise maintained by the
Building's air-conditioning system or generate substantially more heat in the
Leased Premises than that which would normally be generated by that typically
used by other tenants in the Building or by tenants in comparable office
buildings, then Landlord shall have the right to install any machinery or
equipment which Landlord considers reasonably necessary in order to restore the
temperature balance between the Leased Premises and the rest of the Building,
including equipment which modifies the Building's air-conditioning system. All
reasonable costs expended by Landlord to install any such machinery and
equipment and any additional costs of operation and maintenance occasioned
thereby shall be borne by Xxxxxx, who shall reimburse Landlord for the same as
provided in this Section 6.02.

Section 6.03. Interruption of Services.


                                  Page 8 of 19
   9
Tenant understands, acknowledges and agrees that any one or more of the
utilities or other building services identified in Section 6.01 may be
interrupted by reason of accident, emergency or other causes beyond Landlord's
control, or may be discontinued or diminished temporarily by Landlord or other
persons until certain repairs, alterations or improvements can be made. Landlord
shall not be liable in damages or otherwise for any failure or interruption of
any utility service and no such failure or interruption shall entitle Tenant to
terminate this Lease or withhold sums due hereunder.

Notwithstanding anything in this Lease to the contrary, Landlord shall use
commercially reasonable efforts to promptly restore utility service and in the
event restoration of service is within Landlord's control and Landlord
negligently fails to restore such service within a reasonable time, thereby
causing the Leased Premises to be rendered untenantable (meaning that Tenant is
unable to use such space in the normal course of its business) by Tenant for the
use permitted under this Lease for more than five (5) consecutive days after
notice from Tenant to Landlord that such service has been interrupted and a
reasonable opportunity for Landlord to restore such service, Minimum Annual Rent
and Annual Rental Adjustment shall xxxxx on a per diem basis for each day after
such five (5) day period during which the Leased Premises remain untenantable.
Notwithstanding the foregoing, Tenant shall also be entitled to exercise its
remedies against Landlord in accordance with Section 13.03 of this Lease.

ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 7.01. Repair and Maintenance of Building.

Subject to Section 7.02 and except for any repairs made necessary by the
negligence, misuse, or default of Tenant, its employees, agents, customers and
invitees, Landlord shall make all necessary repairs to the exterior walls,
exterior doors, windows, corridors and other Common Areas, and Landlord shall
keep the Building in a safe, clean and neat condition and use reasonable efforts
to keep all equipment used in common with other tenants in good condition and
repair.

Section 7.02. Repair and Maintenance of Leased Premises.

Landlord shall keep and maintain the Leased Premises in good order, condition
and repair. Except for ordinary wear and tear and damage which Tenant is not
obligated to repair as provided elsewhere in this Lease, the cost of all
reasonable repairs and maintenance to the Leased Premises shall be borne by
Tenant, who shall be separately billed and shall reimburse Landlord for the same
as additional rent, or as a part of Operating Expenses.

Section 7.03. Alterations.

Tenant shall not permit alterations in or to the Leased Premises unless and
until the plans have been approved by Landlord in writing, which approval shall
not be unreasonably withheld with respect to non-structural and non-mechanical
alterations only. All alterations or improvements shall remain for the benefit
of Landlord, provided, however, that Landlord may elect as a condition of
granting its consent to any such alteration or addition subsequent to completion
of Tenant's initial improvements set forth in Exhibit B-2, to require that
Tenant, at Tenant's sole cost and expense, remove at the expiration or earlier
termination of this Lease all or a portion of any such alteration or addition in
the Leased Premises which are inconsistent with the initial construction
performed by Landlord in accordance with Exhibit B-2 and repair any damage
caused by the removal thereof. Tenant shall ensure that all alterations shall be
made in accordance with all applicable laws, regulations and building codes, in
a good and workmanlike manner and of quality equal to or better than the
original construction of the Building. No person shall be entitled to any lien
derived through or under Tenant for any labor or material furnished to the
Leased Premises, and nothing in this Lease shall be construed to constitute a
consent by Landlord to the creation of any lien. If any lien is filed against
the Leased Premises for work claimed to have been done for or material claimed
to have been furnished to Tenant, Tenant shall cause such lien to be discharged
of record within thirty (30) days after filing. Tenant shall indemnify Landlord
from all costs, losses, expenses and attorneys' fees in connection with any
construction or alteration and any related lien.




                                  Page 9 of 19
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ARTICLE 8 - CASUALTY

Section 8.01. Casualty.

In the event of total or partial destruction of the Building or the Leased
Premises by fire or other casualty, Xxxxxxxx agrees to promptly restore and
repair the Leased Premises; provided, however, Xxxxxxxx's obligation hereunder
shall be limited to the reconstruction of such of the tenant finish improvements
as were originally required to be made by Landlord, if any. Rent shall
proportionately xxxxx during the time that the Leased Premises or part thereof
are unusable because of any such damage. Notwithstanding the foregoing, if the
Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt
within one hundred eighty (180) days from the casualty date; or (ii) destroyed
by a casualty which is not covered by the insurance required hereunder or, if
covered, such insurance proceeds are not released by any mortgagee entitled
thereto or are insufficient to rebuild the Building and the Leased Premises;
then, in case of a clause (i) casualty, either Landlord or Tenant may, or, in
the case of a clause (ii) casualty, then Landlord may, upon thirty (30) days'
written notice to the other party, terminate this Lease with respect to matters
thereafter accruing.

Section 8.02. Fire and Extended Coverage Insurance.

During the Lease Term, Landlord shall maintain all risk coverage insurance on
the Building, but shall not protect Tenant's personal property on the Leased
Premises; and, notwithstanding the provisions of Section 9.01 and Section 9.03,
neither party shall be liable for any damage to the other's property, regardless
of cause, including the negligence of either party and its employees, agents and
invitees. Tenant hereby expressly waives any right of recovery against Landlord
for damage to any property of Tenant located in or about the Leased Premises,
however caused, including the negligence of Landlord and its employees, agents
and invitees. Notwithstanding the provisions of Section 9.01 below, Landlord
hereby expressly waives any rights of recovery against Tenant for damage to the
Leased Premises or the Building which is insured against under Xxxxxxxx's all
risk coverage insurance. All insurance policies maintained by Landlord or Tenant
as provided in this Lease shall contain an agreement by the insurer waiving the
insurer's right of subrogation against the other party to this Lease.

ARTICLE 9 - LIABILITY INSURANCE

Section 9.01. Tenant's Responsibility.

Tenant shall assume the risk of, be responsible for, have the obligation to
insure against, and indemnify Landlord and hold it harmless from any and all
liability for any loss of or damage or injury to any person (including death
resulting therefrom) or property occurring in the Leased Premises, regardless of
cause, except for any loss or damage from fire or other casualty as provided in
Section 8.03 and except for that caused directly by the sole negligence of
Landlord or its employees, agents, customers and invitees; and Tenant hereby
releases Landlord from any and all liability for the same. Xxxxxx's obligation
to indemnify Landlord hereunder shall include the duty to defend against any
claims asserted by reason of such loss, damage or injury and to pay any
judgments, settlements, costs, fees and expenses, including reasonable
attorneys' fees, incurred in connection therewith. This provision shall survive
the expiration or earlier termination of this Lease.

Section 9.02. Tenant's Insurance.

Tenant shall carry general public liability and property damage insurance,
issued by one or more insurance companies reasonably acceptable to Landlord,
with the following minimum coverages:

(a)   Worker's Compensation: minimum statutory amount.

(b)   Commercial General Liability Insurance, including blanket, contractual
      liability, broad form property damage, personal injury, completed
      operations, products liability, and fire damage: Not less than $3,000,000
      Combined Single Limit for both bodily injury and property damage.

(c)   All Risk Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage
      insurance, if applicable, for the full cost of replacement of Tenant's
      property.

(d)   Business interruption insurance.

The insurance policies shall protect Xxxxxx and Landlord as their interests may
appear, naming Landlord and Landlord's managing agent and mortgagee as
additional insureds, and shall provide that they may not be canceled on less
than thirty (30) days' prior written notice to Landlord. Tenant shall furnish
Landlord with Certificates of Insurance evidencing all required coverages on or
before the Commencement Date. If Tenant fails to carry such insurance and
furnish Landlord with such

                                 Page 10 of 19
   11
Certificates of Insurance after a request to do so, Landlord may obtain such
insurance and collect the reasonable cost thereof from Tenant.

Section 9.03. Landlord's Responsibility.

Landlord shall assume the risk of, be responsible for, have the obligation to
insure against, and indemnify Tenant and hold it harmless from, any and all
liability for any loss of or damage or injury to person (including death
resulting therefrom) or property (other than Tenant's property as provided in
Section 8.02) occurring in, on or about the Common Areas, regardless of cause,
except for that caused by the sole negligence of Tenant and its employees,
agents, customers and invitees; and Landlord hereby releases Tenant from any and
all liability for the same. Xxxxxxxx's obligation to indemnify Tenant hereunder
shall include the duty to defend against any claims asserted by reason of such
loss, damage or injury and to pay any judgments, settlements, costs, fees and
expenses, including reasonable attorneys' fees, incurred in connection
therewith. This provision shall survive the expiration or earlier termination of
this Lease.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or Common Areas shall be acquired
by the exercise of eminent domain, Landlord may terminate this Lease by giving
written notice to Tenant within forty-five (45) days after possession thereof is
so taken. If all or any part of the Leased Premises shall be acquired by the
exercise of eminent domain so that the Leased Premises shall become unusable by
Tenant for the Permitted Use, Tenant may terminate this Lease by giving written
notice to Landlord within fifteen (15) days after possession thereof is so
taken. All damages awarded shall belong to Landlord; provided, however, that
Tenant shall have the right to recover from such authority, but not from
Landlord, such compensation as may be awarded to Tenant on account of moving and
relocation expenses and depreciation to and removal of Xxxxxx's property.

ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Tenant shall not assign this Lease or sublet the Leased Premises in whole or in
part without Landlord's prior written consent, which consent shall not be
unreasonably withheld, delayed or denied. In the event of any permitted
assignment or subletting, Tenant shall remain primarily liable hereunder. The
acceptance of rent from any other person shall not be deemed to be a waiver of
any of the provisions of this Lease or to be a consent to the assignment of this
Lease or the subletting of the Leased Premises. Without in any way limiting
Landlord's right to refuse to consent to any assignment or subletting of this
Lease, Landlord reserves the right to refuse to give such consent if in
Landlord's opinion (i) the Leased Premises are or may be in any way adversely
affected; (ii) the business reputation as such is perceived in the general
market place of the proposed assignee or subtenant is unacceptable; or (iii) the
financial worth of the proposed assignee or subtenant is insufficient to meet
the obligations hereunder. Landlord further expressly reserves the right to
refuse to give its consent to any subletting if the proposed rent is to be less
than the then current rent for similar premises in the Building. If Landlord
refuses to give its consent to any proposed assignment or subletting, Landlord
may, at its option, within thirty (30) days after receiving notice of the
proposal, terminate this Lease by giving Tenant thirty (30) days' prior written
notice of such termination, whereupon each party shall be released from all
further obligations and liability hereunder. Xxxxxx agrees to reimburse Landlord
for reasonable accounting and attorneys' fees incurred in conjunction with the
processing and documentation of any such requested assignment, subletting or any
other hypothecation of this Lease or Tenant's interest in and to the Leased
Premises. In addition, Xxxxxx agrees to pay to Landlord an amount equal to two
percent (2%) of the gross rental value of any sublease entered into by Tenant
and approved by Landlord.

Notwithstanding the foregoing and provided the Financial Guaranty executed by
Primedia, Inc. remains in full force and effect, Tenant may assign this Lease or
sublease all or part of the Leased Premises, without Landlord's consent, to any
entity which acquires all or part of Tenant, or which is acquired in whole or in
part by Tenant, or is an affiliate, subsidiary or parent of Tenant, provided
that the business reputation of the proposed assignee or subtenant are equal to
or exceed those of Tenant and further provided that Xxxxxx gives Landlord thirty
(30) days prior written notice of such assignment or sublease. Tenant shall
nevertheless at all times remain fully responsible and liable for the payment of
rent and the performance and observance of all of Tenant's other obligations
under the terms, conditions and covenants of this Lease.




                                 Page 11 of 19
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ARTICLE 12 - TRANSFERS BY LANDLORD

Section 12.01. Sale of the Building.

Landlord shall have the right to sell the Building at any time during the Lease
Term, subject only to the rights of Tenant hereunder; and such sale shall
operate to release Landlord from liability hereunder after the date of such
conveyance.

Section 12.02. Subordination and Estoppel Certificate.

Landlord shall have the right to subordinate this Lease to any mortgage
presently existing or hereafter placed upon the Building by so declaring in such
mortgage. Within ten (10) days following receipt of a written request from
Landlord, Tenant shall execute and deliver to Landlord, without cost, any
instrument which Landlord deems reasonably necessary or desirable to confirm the
subordination of this Lease and an estoppel certificate in such form as Landlord
may reasonably request certifying (i) that this Lease is in full force and
effect and unmodified or stating the nature of any modification, (ii) the date
to which rent has been paid, (iii) that there are not, to Tenant's knowledge,
any uncured defaults or specifying such defaults if any are claimed, and (iv)
any other matters or state of facts reasonably required respecting the Lease.
Such estoppel may be relied upon by Xxxxxxxx and by any purchaser or mortgagee
of the Building. Notwithstanding the foregoing, if the mortgagee shall take
title to the Leased Premises through foreclosure or deed in lieu of foreclosure,
Tenant shall be allowed to continue in possession of the Leased Premises as
provided for in this Lease so long as Tenant shall not be in default.

Section 12.03. Notice. If act or omission of Landlord would give Tenant the
right, immediately or after lapse of a period of time, to cancel or terminate
this Lease, or to claim a partial or total eviction, Tenant shall not exercise
such right until it has given written notice of such act or omission to each
mortgagee and any superior lessor whose name and address previously shall have
been furnished by Landlord to Tenant.

Section 12.04. Attornment and Non-Disturbance.

If any superior lessor or superior mortgagee shall succeed to the rights of
Landlord under this Lease, whether by reason of foreclosure or enforcement of
any mortgage or note, or by a conveyance in lieu thereof, or as a result of any
other means (herein referred to as "Successor Landlord"), Xxxxxx agrees to be
bound to such Successor Landlord under all of the terms, covenants, and
conditions of the Lease for the balance of the Lease Term thereof, including any
extensions thereof permitted to Tenant, with the same force and effect as if
Successor Landlord was Tenant's Landlord under the Lease, and Xxxxxx does hereby
attorn to and recognize Successor Landlord as Tenant's Landlord under the Lease
and such attornment shall be self-operative and no further instrument of
attornment shall be required. In confirmation of such attornment, Tenant shall
promptly execute and deliver any instrument that such Successor Landlord may
reasonably request to evidence such attornment.

Successor Landlord further agrees that if it obtains possession or title to the
Building during the Lease Term, Successor Landlord shall be bound to Tenant
under all of the terms, covenants, and conditions of the Lease and Tenant shall,
from and after the occurrence of the events set forth above, have the same
remedies that Tenant might have had under the Lease against Landlord; provided;
however, that Successor Landlord shall not be:

      a.    liable to Tenant for damages for any act or omissions of Landlord
            under the Lease; or

      b.    subject to any offsets, claims or defenses which Tenant might have
            against Landlord or against any prior landlord which arise prior to,
            or out of any events that occurred prior to, the date Successor
            Landlord obtains possession or title to the Building (except any
            offset or deduction expressly provided for in the Lease which amount
            is a sum certain expressly set forth in the Lease); or

      c.    bound by any rent or additional rent or deposit, rental security or
            any other sums which Tenant may have paid to Landlord or any other
            landlord; or

      d.    bound by any amendment or modification of the Lease made from and
            after the date of this Lease without Successor Landlord's prior
            written consent; or

      e.    bound to the Tenant subsequent to the date upon which the Successor
            Landlord transfers its interest in the Building to any third party;
            or


                                 Page 12 of 19
   13
      f.    obligated or liable to Tenant with respect to the construction and
            completion of any improvements in the Building for Tenant's use,
            enjoyment or occupancy, except for the Shell Work and Finish Work
            identified in Exhibit B-1 and Exhibit B-2; or

      g.    obligated or liable to Tenant for any moving, relocation or
            refurbishment allowance or any payment or allowance for improvements
            to the Building or any part thereof; or

      h.    liable for the payment of any leasing commissions or other expenses
            for which Landlord or any prior landlord incurred the obligation to
            pay; or

      i.    bound or liable to Tenant under any notice given by Tenant to
            Landlord or any prior landlord unless notice is also given
            simultaneously to Successor Landlord as required by the terms of
            this Lease; or

      x.    personally liable for any obligations of Landlord under the Lease to
            which Successor Landlord succeeds;

      k.    obligated to repair, replace, or restore the Leased Premises, the
            Building or any part thereof, beyond such repair, replacement,
            rebuilding, or restoration as can reasonably be accomplished from
            the net proceeds of insurance or any award actually received from
            any insurance carrier or governmental entity through a condemnation
            proceeding and made available to Successor Landlord.

Notwithstanding the foregoing, Xxxxxx hereby agrees that any Successor Landlord
which at any time hereafter becomes landlord under the Lease, shall be liable
only for the performance of the obligations a landlord under the Lease which
arise and accrue during the period of such Successor Landlord's ownership of the
Building.

ARTICLE 13 - DEFAULT AND REMEDY

Section 13.01. Default.

The occurrence of any of the following shall be a "Default":

      (a) Tenant fails to pay any Monthly Rental Installment or Additional Rent
within five (5) days after the same is due, or Tenant fails to pay any other
amounts due Landlord from Tenant within ten (10) days after the same is due.

      In the event of a default under subparagraph (a) above, Landlord shall
provide Tenant with written notice of such default two (2) times during each
successive twelve (12) month period of the Lease Term and Tenant shall have an
additional five (5) days to cure such default before Landlord shall declare a
default or exercise its remedies herein.

      (b) Tenant fails to perform or observe any other term, condition, covenant
or obligation required under this Lease for a period of thirty (30) days after
notice thereof from Landlord; provided, however, that if the nature of Tenant's
default is such that more than thirty (30) days are reasonably required to cure,
then such default shall be deemed to have been cured if Tenant commences such
performance within said thirty (30) day period and thereafter diligently
completes the required action within a reasonable time.

      (c) Tenant shall fail to provide written notice to Landlord of its intent
to vacate or abandon the Leased Premises or any substantial portion thereof, at
least thirty (30) days prior to such vacation or abandonment for any period.
Vacation or abandonment shall mean Xxxxxx's absence from and failure to occupy
the Leased Premises or any substantial portion thereof for a period of thirty
(30) days.

      (d) Tenant shall assign or sublet all or a portion of the Leased Premises
in contravention of the provisions of Article 11 of this Lease.

      (e) All or substantially all of Tenant's assets in the Leased Premises or
Tenant's interest in this Lease are attached or levied under execution (and
Tenant does not discharge the same within sixty (60) days thereafter); a
petition in bankruptcy, insolvency or for reorganization or arrangement is filed
by or against Tenant (and Tenant fails to secure a stay or discharge thereof
within sixty (60) days thereafter); Tenant is insolvent and unable to pay its
debts as they become due; Xxxxxx makes a general assignment for the benefit of
creditors; Xxxxxx takes the benefit of any insolvency action or law; the
appointment of a receiver or trustee in bankruptcy for Tenant or its assets if
such receivership has not been vacated or set aside within thirty (30) days
thereafter; or, dissolution or other termination of Tenant's corporate charter
if Tenant is a corporation.


                                 Page 13 of 19
   14
Section 13.02. Remedies.

Upon the occurrence of any Default, Landlord shall have the following rights and
remedies, in addition to those allowed by law or in equity, any one or more of
which may be exercised without further notice to Tenant:

      (a) Landlord may apply the Security Deposit or re-enter the Leased
Premises and cure any default of Tenant, and Tenant shall reimburse Landlord as
additional rent for any costs and expenses which Landlord thereby incurs; and
Landlord shall not be liable to Tenant for any loss or damage which Tenant may
sustain by reason of Landlord's action.

      (b) Landlord may terminate this Lease or, without terminating this Lease,
terminate Tenant's right to possession of the Leased Premises as of the date of
such default, and thereafter (i) neither Tenant nor any person claiming under or
through Tenant shall be entitled to possession of the Leased Premises, and
Tenant shall immediately surrender the Leased Premises to Landlord; and (ii)
Landlord may re-enter the Leased Premises and dispossess Tenant and any other
occupants of the Leased Premises by any lawful means and may remove their
effects, without prejudice to any other remedy which Landlord may have. Upon the
termination of this Lease, Landlord may declare the present value discounted at
the Prime Rate then reported by Citibank, N.A. or, if no longer in existence,
such other nationally chartered bank or financial institution reasonably
designated by Landlord, of all rent which would have been due under this Lease
for the balance of the Lease Term to be immediately due and payable, whereupon
Tenant shall be obligated to pay the same to Landlord, along with supporting
documentation, together with all loss or damage which Landlord may sustain by
reason of Tenant's default ("Default Damages"), which shall include without
limitation expenses of preparing the Leased Premises for re-letting, demolition,
repairs, tenant finish improvements and brokers' and attorneys' fees, it being
expressly understood and agreed that the liabilities and remedies specified in
this subsection (b) shall survive the termination of this Lease.

      (c) Landlord may, without terminating this Lease, re-enter the Leased
Premises and re-let all or any part thereof for a term different from that which
would otherwise have constituted the balance of the Lease Term and for rent and
on terms and conditions different from those contained herein, whereupon Tenant
shall be immediately obligated to pay to Landlord as liquidated damages the
difference between the rent provided for herein and that provided for in any
lease covering a subsequent re-letting of the Leased Premises, for the period
which would otherwise have constituted the balance of the Lease Term, together
with all of Landlord's Default Damages.

      (d) Landlord may sue for injunctive relief or to recover damages for any
loss resulting from the breach.

Section 13.03. Xxxxxxxx's Default and Xxxxxx's Remedies.

Landlord shall be in default if it fails to perform any term, condition,
covenant or obligation required under this Lease for a period of thirty (30)
days after written notice thereof from Tenant to Landlord; provided, however,
that if the term, condition, covenant or obligation to be performed by Xxxxxxxx
is such that it cannot reasonably be performed within thirty days, such default
shall be deemed to have been cured if Landlord commences such performance within
said thirty-day period and thereafter diligently undertakes to complete the
same. Upon the occurrence of any such default, Tenant may sue for injunctive
relief or to recover damages for any loss directly resulting from the breach,
but Tenant shall not be entitled to terminate this Lease or withhold, offset or
xxxxx any sums due hereunder.

Section 13.04. Limitation of Landlord's Liability.

If Landlord shall fail to perform any term, condition, covenant or obligation
required to be performed by it under this Lease and if Tenant shall, as a
consequence thereof, recover a money judgment against Landlord, Xxxxxx agrees
that it shall look solely to Xxxxxxxx's right, title and interest in and to the
Building for the collection of such judgment; and Xxxxxx further agrees that no
other assets of Landlord shall be subject to levy, execution or other process
for the satisfaction of Tenant's judgment.

Section 13.05. Nonwaiver of Defaults.

Neither party's failure or delay in exercising any of its rights or remedies or
other provisions of this Lease shall constitute a waiver thereof or affect its
right thereafter to exercise or enforce such right or remedy or other provision.
No waiver of any default shall be deemed to be a waiver of any other default.
Xxxxxxxx's receipt of less than the full rent due shall not be construed to be
other than a payment on account of rent then due, nor shall any statement on
Tenant's check or any letter accompanying Xxxxxx's check be deemed an accord and
satisfaction. No act or omission by Landlord or its employees or agents during
the term of this Lease shall be deemed an acceptance of a surrender of

                                 Page 14 of 19
   15
the Leased Premises, and no agreement to accept such a surrender shall be valid
unless in writing and signed by Landlord.

Section 13.06. Attorneys' Fees.

If either party defaults in the performance or observance of any of the terms,
conditions, covenants or obligations contained in this Lease and the
non-defaulting party obtains a judgment against the defaulting party, then the
defaulting party agrees to reimburse the non-defaulting party for the attorneys'
fees incurred thereby.

ARTICLE 14 - LANDLORD'S RIGHT TO RELOCATE TENANT

[Intentionally Omitted.]

ARTICLE 15 - TENANT'S RESPONSIBILITY REGARDING ENVIRONMENTAL LAWS AND HAZARDOUS
SUBSTANCES.

Section 15.01. Environmental Definitions.

      A. "Environmental Laws" - All present or future federal, state and
municipal laws, ordinances, rules and regulations applicable to the
environmental and ecological condition of the Leased Premises, the rules and
regulations of the Federal Environmental Protection Agency or any other federal,
state or municipal agency or governmental board or entity having jurisdiction
over the Leased Premises.

      B. "Hazardous Substances" - Those substances included within the
definitions of "hazardous substances," "hazardous materials," "toxic substances"
"solid waste" or "infectious waste" under Environmental Laws.

Section 15.02. Compliance.

Tenant, at its sole cost and expense, shall promptly comply with the
Environmental Laws including any notice from any source issued pursuant to the
Environmental Laws or issued by any insurance company which shall impose any
duty upon Tenant with respect to the use, occupancy, maintenance or alteration
of the Leased Premises whether such notice shall be served upon Landlord or
Tenant.

Section 15.03. Restrictions on Tenant.

Tenant shall operate its business and maintain the Leased Premises in compliance
with all Environmental Laws. Tenant shall not cause or permit the use,
generation, release, manufacture, refining, production, processing, storage or
disposal of any Hazardous Substances on, under or about the Leased Premises, or
the transportation to or from the Leased Premises of any Hazardous Substances,
except as necessary and appropriate for its Permitted Use in which case the use,
storage or disposal of such Hazardous Substances shall be performed in
compliance with the Environmental Laws and the highest standards prevailing in
the industry.

Section 15.04. Notices, Xxxxxxxxxx, Etc.

Tenant shall immediately notify Landlord of (i) any violation by Tenant, its
employees, agents, representatives, customers, invitees or contractors of the
Environmental Laws on, under or about the Leased Premises, or (ii) the presence
or suspected presence of any Hazardous Substances on, under or about the Leased
Premises and shall immediately deliver to Landlord any notice received by Tenant
relating to (i) and (ii) above from any source. Tenant shall execute affidavits,
representations and the like within five (5) days of Landlord's request therefor
concerning Xxxxxx's best knowledge and belief regarding the presence of any
Hazardous Substances on, under or about the Leased Premises.

Section 15.05. Landlord's Rights.

Landlord and its agents shall have the right, but not the duty, upon advance
notice (except in the case of emergency when no notice shall be required) to
inspect the Leased Premises and conduct tests thereon to determine whether or
the extent to which there has been a violation of Environmental Laws by Tenant
or whether there are Hazardous Substances on, under or about the Leased
Premises. In exercising its rights herein, Landlord shall use reasonable efforts
to minimize interference with Xxxxxx's business but such entry shall not
constitute an eviction of Tenant, in whole or in part, and Landlord shall not be
liable for any interference, loss, or damage to Tenant's property or business
caused thereby.




                                 Page 15 of 19
   16
Section 15.06. Tenant's Indemnification.

Tenant shall indemnify Landlord and Xxxxxxxx's managing agent from any and all
claims, losses, liabilities, costs, expenses and damages, including reasonable
attorneys' fees, costs of testing and remediation costs, incurred by Landlord in
connection with any breach by Tenant of its obligations under this Article 15.
The covenants and obligations under this Article 15 shall survive the expiration
or earlier termination of this Lease.

Section 15.07. Existing Conditions.

Notwithstanding anything contained in this Article 15 to the contrary, Tenant
shall not have any liability to Landlord under this Article 15 resulting from
any conditions existing, or events occurring, or any Hazardous Substances
existing or generated, at, in, on, under or in connection with the Leased
Premises prior to the Commencement Date of this Lease except to the extent
Tenant exacerbates the same.

ARTICLE 16 - MISCELLANEOUS

Section 16.01. Benefit of Landlord and Tenant.

This Lease shall inure to the benefit of and be binding upon Landlord and Xxxxxx
and their respective successors and assigns.

Section 16.02. Governing Law.

This Lease shall be governed in accordance with the laws of the State where the
Building is located.

Section 16.03. Guaranty.

In consideration of Landlord's leasing the Leased Premises to Tenant, Tenant
shall provide Landlord with a Financial Guaranty of Lease executed by Primedia,
Inc., a Delaware corporation, dated contemporaneously with this Lease.

Section 16.04. Force Majeure.

Landlord and Tenant (except with respect to any rent payment obligation) shall
be excused for the period of any delay in the performance of any obligation
hereunder when such delay is occasioned by causes beyond its control, including
but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of
materials, equipment, labor or energy; abnormal weather conditions; or acts or
omissions of governmental or political bodies.

Section 16.05. Examination of Lease.

Submission of this instrument for examination or signature to Tenant does not
constitute a reservation of or option for Lease, and it is not effective as a
Lease or otherwise until execution by and delivery to both Landlord and Tenant.

Section 16.06. Indemnification for Leasing Commissions.

The parties hereby represent and warrant that the only real estate brokers
involved in the negotiation and execution of this Lease are the Brokers.
Xxxxxxxx also acknowledges and agrees that Landlord is responsible for payment
of certain leasing commissions to the Brokers identified in Section 1.01I
pursuant to a separate written leasing agreement. Each party shall indemnify the
other from any and all liability for the breach of this representation and
warranty on its part and shall pay any compensation to any other broker or
person who may be entitled thereto.

Section 16.07. Notices.

Any notice required or permitted to be given under this Lease or by law shall be
deemed to have been given if it is written and delivered in person or by
overnight courier or mailed by certified mail, postage prepaid, to the party who
is to receive such notice at the address specified in Article 1. When so mailed,
the notice shall be deemed to have been given as of the date it was mailed.
Either party may change its address by giving written notice thereof to the
other party.




                                 Page 16 of 19
   17
Section 16.08. Partial Invalidity; Complete Agreement.

If any provision of this Lease shall be held to be invalid, void or
unenforceable, the remaining provisions shall remain in full force and effect..
This Lease represents the entire agreement between Landlord and Tenant covering
everything agreed upon or understood in this transaction. There are no oral
promises, conditions, representations, understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof or in effect
between the parties. No change or addition shall be made to this Lease except by
a written agreement executed by Landlord and Xxxxxx.

Section 16.09. Financial Statements.

During the Lease Term and any extensions thereof, Tenant shall provide to
Landlord on an annual basis, within ninety (90) days following the end of
Tenant's fiscal year, a copy of Xxxxxx's most recent certified and audited
financial statements prepared as of the end of Tenant's fiscal year.
Notwithstanding the foregoing, Xxxxxxxx agrees to accept the annual report
containing a consolidated financial statement from Xxxxxx's Guarantor, Primedia,
Inc., so long as Primedia, Inc. remains Tenant's Guarantor under this Lease and
that such consolidated financial statement shall satisfy Tenant's obligations
under Section 16.09. Such financial statements shall be prepared in conformity
with generally accepted accounting principles, consistently applied.

Section 16.10. Representations and Warranties.

The undersigned represent and warrant that (i) such party is duly organized,
validly existing and in good standing (if applicable) in accordance with the
laws of the state under which it was organized; and (ii) the individual
executing and delivering this Lease has been properly authorized to do so, and
such execution and delivery shall bind such party.

Section 16.11. Moving Allowance.

Landlord shall provide Tenant with an allowance in an amount equal to
Ninety-eight Thousand Dollars ($98,000.00) to be used by Tenant for costs
associated with its moving and relocation to the Leased Premises ("Moving
Allowance"). Landlord shall reimburse Tenant for such costs within thirty (30)
days after receipt of a paid invoice from Tenant. Any unused portion of the
Moving Allowance shall be remitted to Tenant within thirty (30) days of Xxxxxx's
request therefor.

Section 16.12. Right of First Offer.

Provided that (i) Tenant has not been in default hereunder at any time during
the Lease Term, (ii) the creditworthiness of Tenant and Guarantor have not
materially diminished since the date of execution of this Lease is then
acceptable to Landlord, (iii) Tenant originally named herein remains in
possession of and has been continuously operating in the entire Leased Premises
throughout the Lease Term, and (iv) the current use of the Leased Premises is
the same use identified in Section 1.01 of this Lease, Tenant shall have a
continuous right of first offer to lease additional space located on the second
floor of the Building consisting of approximately 16,125 rentable square feet
and more specifically described in Exhibit A-1 ("Offer Space") as such space
becomes available for leasing during the Lease Term. Before entering into a
lease with a third party for any portion of the Offer Space, Landlord shall
notify Tenant in writing of the availability of such space for leasing
("Landlord's Notice"). Tenant shall have seven (7) days from its receipt of
Landlord's Notice to deliver to Landlord a written notice agreeing to lease such
space on the terms and conditions contained in Landlord's Notice. In the event
Tenant fails to notify Landlord of its agreement within said seven (7) day
period, such failure shall be conclusively deemed a rejection of the offered
portion of the Offer Space, whereupon Landlord shall be free to lease the
offered portion of the Offer Space to a third party. The term for any portion of
the Offer Space shall be coterminous with the term for the original Leased
Premises; provided, however, that the minimum term for any portion of the Offer
Space shall be three (3) years and the term for the original Leased Premises
shall be extended, if necessary, to be coterminous with the term for any portion
of the Offer Space. The Minimum Annual Rent for any portion of the Offer Space
shall be equal to the rate which is then being quoted by Landlord to prospective
new tenants for the offered portion of the Offer Space, excluding free rent and
other concessions, provided, however, that in no event shall Tenant's Minimum
Annual Rent per square foot for the offered portion of the Offer Space be less
than the highest Minimum Annual Rent per square foot payable during the original
Lease Term for the original Leased Premises. The Minimum Annual Rent for the
original Leased Premises during any such extended term shall be an amount equal
to the Minimum Annual Rent then being quoted by Landlord to prospective new
tenants of the Building for space of comparable size and quality and with
similar or equivalent improvements as are found in the Building, and if none,
then in similar buildings owned by Landlord in the vicinity, provided, however,
that in no event shall the Minimum Annual Rent during such extended term be less
than the highest Minimum Annual Rent payable during the original Lease Term for
the original Leased Premises. In the event any portion of the Offer Space is
leased to a third party in accordance herewith and subsequently becomes
available for lease again, then this Right of First Offer shall remain in effect
and the Offer

                                 Page 17 of 19
   18
Space shall again be offered to Tenant in accordance herewith. It is understood
and agreed that this Right of First Offer shall not be construed to prevent any
tenant in the Building from extending or renewing its Lease.

Section 16.13. Option to Extend.

      X. Xxxxx and Exercise of Option. Provided (i) Tenant has not been in
default hereunder at any time during the Lease Term (the "Original Term"), (ii)
the creditworthiness of Tenant and Guarantor have not materially diminished
since the date of execution of this Lease, (iii) Tenant originally named herein
remains in possession of and has been continuously operating in the entire
Leased Premises for the term immediately preceding the Extension Term (defined
below), and (iv) the current use of the Leased Premises is the same use
identified in Section 1.01J of this Lease, Tenant shall have the option to
extend the Original Term for two (2) successive periods of five (5) years each
(the "Extension Term(s)"). The Extension Term shall be upon the same terms and
conditions contained in the Lease for the Original Term except (i) this
provision giving two (2) extension options shall be amended to reflect the
remaining options to extend, if any and (ii) the Minimum Annual Rent shall be
adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such
option by delivering to Landlord, no later than twelve (12) months prior to the
expiration of the Original Term or, if applicable, the Extension Term, written
notice of Tenant's desire to extend the Original Term or, if applicable, the
Extension Term. Tenant's failure to timely exercise such option shall waive it
and any succeeding option. Landlord shall notify Tenant of the amount of the
Rent Adjustment no later than ninety (90) days prior to the commencement of the
applicable Extension Term. Tenant shall be deemed to have accepted the Rent
Adjustment if it fails to deliver to Landlord a written objection thereto within
five (5) business days after receipt thereof. If Tenant properly exercises its
option to extend, Landlord and Tenant shall execute an amendment to the Lease
(or, at Landlord's option, a new lease on the form then in use by Landlord)
reflecting the terms and conditions of the Extension Term within thirty (30)
days after Xxxxxx's acceptance of the Rent Adjustment.

      B. Market Rent Adjustment. The Minimum Annual Rent for the applicable
Extension Term shall be an amount equal to the Minimum Annual Rent then being
quoted by Landlord to prospective tenants of the Building for space of
comparable size and quality and with similar or equivalent improvements as are
found in the Building, and if none, then in similar buildings owned by Landlord
in the vicinity, provided, however, that in no event shall the Minimum Annual
Rent per square foot during any Extension Term be less than the highest Minimum
Annual Rent per square foot payable during the immediately preceding term. The
Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the
Minimum Annual Rent for the Extension Term and shall be paid at the same time
and in the same manner as provided in the Lease.

Section 16.14. Signage.

Provided (i) Tenant is not in default hereunder; (ii) Tenant originally named
herein remains in possession of and has been continuously operating in the
entire Leased Premises for the Lease Term, and (iii) Tenant complies with all
zoning and other municipal and county regulations, and (iv) subject to the
continued availability of such Signs by the applicable zoning and other
municipal and county governmental authorities, Tenant shall have the
non-exclusive rights to erect, at Tenant's sole cost and expense, a sign
identifying Xxxxxx's business upon the exterior of the Building consistent with
Exhibit B-4 attached hereto ("Exterior Sign" or "Signs") and a placard
identifying Tenant's business consistent with Exhibit B-5 ("Placard" or "Signs")
upon the Building's monument sign. Landlord and Tenant acknowledge and agree
that the Building's monument sign shall be located in proximity of the front
entrance of the Building and that the exact location of the monument sign shall
be subject to Landlord's reasonable discretion ("Monument Sign"). The location,
style and size of the Exterior Sign shall be subject to Landlord's prior written
approval which approval shall not be unreasonably withheld or delayed. Xxxxxx
agrees to maintain, at Xxxxxx's sole cost and expense, such Signs in first-class
condition and in compliance with all zoning and building codes throughout the
Lease Term. Upon expiration or early termination of the Lease Term, Tenant shall
remove the Signs and repair all damage to the Building or Monument Sign caused
thereby. Any language in the Lease notwithstanding, Tenant shall indemnify and
hold harmless Landlord from any and all liability for any loss of or damage or
injury to any person (including death resulting therefrom) or property connected
with or arising from the Signs or the rights granted herein.

Section 16.15. Contingency.

Landlord and Tenant hereby acknowledge and agree that this Lease shall be and is
contingent upon Landlord successfully completing the acquisition of the Land
described in Exhibit A-1 attached hereto. Landlord shall notify Tenant when this
contingency has been satisfied.




                                 Page 18 of 19
   19
Section 16.16. Parking.

Tenant shall have the right to use the surface parking lot located on the
south-side of the Building during the Term of this Lease, and at no additional
cost or expense to Tenant, consistent with the ratio of six and one half (6-1/2)
unreserved parking spaces per each 1,000 rentable square feet of office space
leased by Tenant and a total of thirty (30) additional unreserved parking spaces
for Tenant's warehouse space . Tenant shall also have the right to use, at no
additional cost, three (3) reserved parking spaces in a location to be
reasonably determined by Landlord. Tenant's usage of said parking spaces shall
not exceed the ratio or quantity defined above.

      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
day and year first above written.

                                    LANDLORD:

                                    DUKE REALTY LIMITED PARTNERSHIP,
                                    an Indiana limited partnership

                                    By:  Duke Realty Investments, Inc.,
                                           its General Partner

                                          By:___________________________________
                                                Xxxxx Xxxxx
                                                Vice President & General Manager
                                                Indiana Office Group



                                    TENANT:

                                    PICTORIAL, INC., an Indiana corporation

                                    By:_________________________________________
                                          Xxxxxxx Xxxxxx
                                          Vice President, Real Estate



STATE OF _________________)
                          ) SS:
COUNTY OF ________________)

        Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxx Xxxxxx, by me known to be the Vice President, Real Estate, of
Pictorial, Inc., an Indiana corporation, who acknowledged the execution of the
foregoing "Office Lease" on behalf of said corporation.

        WITNESS my hand and Notarial Seal this _____ day of
______________________, 1999.

                                         _____________________________
                                         Notary Public
                                         ______________________________
                                         (Printed Signature)

My Commission Expires: ______________________

My County of Residence: _____________________



                                 Page 19 of 19

   20

                              FIRST LEASE AMENDMENT

         THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 8th day
of December, 2000, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an
Indiana limited partnership ("Landlord"), and PICTORIAL INC., an Indiana
corporation ("Tenant").

                              W I T N E S S E T H :

         WHEREAS, Duke Realty Limited Partnership, as predecessor in interest to
Landlord, and Xxxxxx entered into a certain lease dated May 27, 1999 (the
"Lease"), whereby Tenant leased from Xxxxxxxx's predecessor in interest certain
premises consisting of approximately 49,000 rentable square feet of space (the
"Original Premises") located in an office building commonly known as Woodland
Corporate Park III, 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000; and

         WHEREAS, to the best of Landlord's knowledge, no default exists on the
part of Tenant under the Lease as of the date hereof; and

         WHEREAS, to the best of Xxxxxx's knowledge, no default exists on the
part of Landlord under the Lease as of the date hereof; and

         WHEREAS, Landlord and Tenant desire to expand the Original Premises by
approximately 534 rentable square feet (the "Additional Space"). Collectively,
the Original Premises and Additional Space shall hereinafter be referred to as
the "Leased Premises";
and

         WHEREAS, Xxxxxxxx and Tenant desire to amend certain provisions of the
Lease to reflect such expansion and any other changes to the Lease;

         NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and each act performed hereunder by the parties,
Landlord and Tenant hereby enter into this Amendment.

         1.       Incorporation of Recitals. The above recitals are hereby
incorporated into this Amendment as if fully set forth herein.

         2.       Amendment of Article 1. Lease of Premises. Commencing on the
Addition Space Commencement Date, as defined in Section 1.01.P, below, Section
1.01 of Article 1 of the Lease is hereby amended as follows:

         A.       Leased Premises (shown cross-hatched on Amended Exhibit A
                  attached hereto): Suite 100; Floors: 1st and 2nd ; Building
                  Address: Woodland Corporate Park III, 0000 Xxxxxxxx Xxxxx,
                  Xxxxxxxxxxxx, XX 00000

         B.       Rentable Area: approximately 49,534 rentable square feet;

         Landlord shall use commercially reasonable standards, consistently
         applied, in determining the Rentable Area and the rentable area of the
         Building. The Rentable Area shall include the area within the Leased
         Premises plus a pro rata portion of the area covered by the common
         areas within the Building, as reasonably determined by Landlord from
         time to time. Xxxxxxxx's determination of Rentable Area made in good
         faith shall conclusively be deemed correct for all purposes hereunder,
         including without limitation the calculation of Tenant's Building
         Expense Percentage and Tenant's Minimum Annual Rent.
   21
         C.       Building Expense Percentage: 75.62%;

         D.       Minimum Annual Rent:

         Original Premises Rent:

         04/20/00 - 04/19/05                              $840,350.04 per year
         04/20/05 - 04/19/10                              $913,850.04 per year

         Additional Space Rent:

         02/01/01 - 1/31/04                               $  9,158.16 per year
         02/01/05 - 03/31/05                              $  1,526.36 (2 months)
         04/01/05 - 04/19/05                              $    483.36 (19 days)
         04/20/05 - 04/19/10                              $  9,959.16 per year

         Collectively, the Original Premises Rent and the Additional Space Rent
         shall be deemed the "Minimum Annual Rent".

         E.       Monthly Rental Installments:

         Original Premises monthly rental installments:

         04/20/00 - 04/19/05                              $ 70,029.17 per month
         04/20/05 - 04/19/10                              $ 76,154.17 per month

         Additional Space monthly rental installments:

         02/01/01 - 03/31/05                              $    763.18 per month
         04/01/05 - 04/19/05                              $    483.36 (19 days)
         04/20/05 - 04/19/10                              $    829.93 per month

         Collectively, the Original Premises monthly rental installments and the
         Additional Space monthly rental installments shall be deemed the
         "Monthly Rental Installments".

         X.       Xxxxxxx: Duke-Weeks Realty Limited Partnership representing
                  Landlord and CB Xxxxxxx Xxxxx representing Tenant;

         L.       Addresses for payments and notices:

         Landlord:                  Duke-Weeks Realty Limited Partnership
                                    Attn:  Property Management
                                    000 Xxxx 00xx Xxxxxx, Xxxxx 000
                                    Xxxxxxxxxxxx, XX  00000

         With Payments to:          Duke-Weeks Realty Limited Partnership
                                    P.O. Box 66259
                                    Indianapolis, IN  46266



                                      -2-
   22
         Tenant:                    Pictorial Inc.
                                    c/o Bisys Fund Services, Inc.
                                    Attn: Xx. Xxxx Xxxxxxx
                                    0000 Xxxxxxx Xxxx
                                    Xxxxxxxx, XX 00000-0000

         With a copy to:            The Bisys Group, Inc.
                                    Attn: General Counsel
                                    000 Xxxxx Xxxx
                                    Xxxxxx Xxxxx, XX 00000


         O.       Target Additional Space Commencement Date: February 1, 2001

         P.       Additional Space Commencement Date:

         The "Additional Space Commencement Date" shall commence on the later of
         (i) February 1, 2001 or (ii) the earlier of (a) the date Tenant takes
         possession or commences use of the Additional Space for Tenant's
         business or (b) when the Additional Space is Substantially Complete (as
         hereinafter defined), provided, however, the Additional Space
         Commencement Date shall not be extended as a result of any Tenant
         Caused Delays (as hereinafter defined). Upon the Additional Space
         Commencement Date, Tenant shall execute a letter of understanding
         acknowledging (i) the Additional Space Commencement Date, and (ii) that
         Tenant has accepted the Additional Space. If Xxxxxx takes possession of
         and occupies the Additional Space, Tenant shall be deemed to have
         accepted the Additional Space and that the condition of the Additional
         Space and the Building was at the time satisfactory and in conformity
         with the provisions of this Lease in all respects.

         "Substantially Complete" shall mean the date on which (i) the Tenant
         Finish Improvements as defined in Section 2.02, below, have been
         completed in accordance with AMENDED EXHIBIT B-2, subject only to
         punchlist items, and (ii) Landlord has received a temporary or
         permanent certificate of occupancy for the Additional Space if a
         certificate of occupancy is required by the local governmental entity
         having jurisdiction over the Building.

         "Tenant Caused Delays" shall mean any delay caused by or resulting from
         the following or any combination of the following: (1) failure of
         Tenant to comply with the project schedule established by Xxxxxxxx and
         agreed to by Xxxxxx; (2) any change orders requested by Tenant for
         which Landlord, prior to the initiation of the same, indicates will
         cause a delay in the Substantial Completion Date; (3) failure of Tenant
         to timely or properly arrange to be present for any scheduled
         walk-through of the Additional Space; (4) failure of Tenant to
         cooperate with Landlord and respond promptly to any reasonable request
         of Landlord relative to the timely completion of the Tenant Finish
         Work; (5) Tenant's fixturing of the Additional Space prior to
         Landlord's turnover of possession of the Additional Space to Tenant
         which fixturing substantially interferes with Xxxxxxxx's work provided
         that Landlord shall timely inform Xxxxxx that said fixturing is
         interfering with Xxxxxxxx's work; or (6) Xxxxxx's failure to deposit
         with Landlord the Security Deposit, as set forth in Article 4 of the
         Lease.

         3.       Amendment of Section 2.02. Construction. Xxxxxx has personally
inspected the Additional Space and accepts the same "AS IS" without
representation or warranty by Landlord of any kind and with the understanding
that Landlord shall have no responsibility except to perform and



                                      -3-
   23
complete on or before January 31, 2001, the work on the tenant finish
improvements in the Additional Space in accordance with Tenant's construction
documents prepared by CSO Architects dated October 24, 2000, including the cover
page and sheets 2A201 and 2A202, which have been mutually agreed upon by both
Landlord and Tenant ("Tenant Finish Improvements") and, upon completion,
attached hereto as AMENDED EXHIBIT B-2, subject to events and delays due to
causes beyond its reasonable control. Landlord represents that the total cost of
the Tenant Finish Improvements is Thirty Thousand Five Hundred Dollars
($30,500.00). Landlord agrees to provide an allowance for the direct costs of
the Tenant Finish Improvements in the amount of Nine Thousand Six Hundred Twelve
Dollars ($9,612.00) (the "Tenant Finish Allowance"). The Tenant Finish Allowance
shall be used exclusively to construct and pay for the Tenant Finish
Improvements in the Leased Premises and must be used prior to August 1, 2001.
Tenant's failure to use any portion of the Tenant Finish Allowance prior to
August 1, 2001 shall be deemed a forfeiture of such unused portion. Upon
completion of the Tenant Finish Improvements, Tenant shall reimburse Landlord in
the amount of Twenty Thousand Eight Hundred Eighty-eight Dollars ($20,888.00)
(i.e., the difference between the total cost of the Tenant Finish Improvements
and the Tenant Finish Allowance) within thirty (30) days of Landlord's written
request therefor. In addition, Tenant shall be responsible for payment of the
cost and expense of any improvements to the Leased Premises which exceed the
scope of the Tenant Finish Improvements and shall pay the same to Landlord
within thirty (30) days of Landlord's written request thereof. Upon written
notice from Landlord, Tenant shall have the right and privilege of going onto
the Additional Space to complete interior decoration work and to prepare the
Additional Space for its occupancy, provided, however, that its schedule in so
doing shall be communicated to Landlord and the approval of Landlord secured so
as not to interfere with other work of Landlord being carried on at the time;
and provided further that Landlord shall have no responsibility or liability
whatsoever for any loss or damage to any of Tenant's leasehold improvements,
fixtures, equipment or any other materials installed or left in the Additional
Space except such loss or damage resulting directly from Landlord's gross
negligence or willful misconduct. Tenant agrees that all work on the initial and
any subsequent tenant finish improvements shall be performed by Duke
Construction Limited Partnership or a subsidiary or affiliate of Landlord which
shall receive a fee as Landlord's construction manager or general contractor.

         4.       Xxxxxx's and Xxxxxxxx's Representations and Warranties. The
undersigned represent and warrant to each other that (i) each representing
organization is duly organized, validly existing and in good standing in
accordance with the laws of the state under which it was organized; (ii) all
action necessary to authorize the execution of this Amendment has been taken by
each representing organization; and (iii) the individual executing and
delivering this Amendment on behalf of each representing organization has been
authorized to do so, and such execution and delivery shall bind such party. Each
party, at the other party's request, shall provide the requesting party with
evidence of such authority.

         5.       Examination of Amendment. Submission of this instrument for
examination or signature to Tenant does not constitute a reservation or option,
and it is not effective until execution by and delivery to both Landlord and
Tenant.

         6.       Definitions. Except as otherwise provided herein, the
capitalized terms used in this Amendment shall have the definitions set forth in
the Lease.

         7.       Incorporation. This Amendment shall be incorporated into and
made a part of the Lease, and all provisions of the Lease not expressly modified
or amended hereby shall remain in full force and effect.



                                      -4-
   24
         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the day and year first written above.

                                          LANDLORD:

                                          DUKE-WEEKS REALTY LIMITED PARTNERSHIP,
                                          an Indiana limited partnership

                                          By:  Duke-Weeks Realty Corporation,
                                               its general partner

                                               By:____________________________
                                                    Xxxxxxxxxxx Xxxxx
                                                    Senior Vice President
                                                    Indiana Office


                                          TENANT:

                                          PICTORIAL INC., an Indiana corporation

                                          By:_________________________________

                                          Printed:____________________________

                                          Title:______________________________


STATE OF _________________ )
                           ) SS:
COUNTY OF ________________ )


         Before me, a Notary Public in and for said County and State, personally
appeared ______________________, by me known and by me known to be the
_________________________ of Pictorial Inc., an Indiana corporation, who
acknowledged the execution of the foregoing "First Lease Amendment" on behalf of
said corporation.

         WITNESS my hand and Notarial Seal this ______ of ___________________,
2000.

                                           ____________________________________
                                           Notary Public

                                           ____________________________________
                                           (Printed Signature)

My Commission Expires: __________________

My County of Residence: _________________




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