8205 S. Cass Avenue (Darien, IL) Lease - Quotesmith Corp. and LaSalle National Trust NA

                                                            ALTER SERVICE CENTER
                                                            LEASE FORM
                                                            NON-JANITORIAL

                                   L E A S E
                                   ---------

     THIS LEASE MADE and entered into this 30th day of August, 1994, by and
between Quotesmith Corporation (TENANT) and LASALLE NATIONAL TRUST N.A. As
Successor Trustee to LaSalle National Bank, not personally but as Trustee under
Trust Agreement dated the 11th day of March, 1988, and known as Trust Number
113096 (LANDLORD).

                              W I T N E S S E T H:
                              --------------------

                                     Demise
                                     ------

     LANDLORD does hereby lease to TENANT and TENANT hereby lets from LANDLORD
those certain premises (the "PREMISES"), a designated on the plan attached
hereto as Appendix "A" and made a part hereof, which PREMISES comprise
approximately 2,560 square feet and are situated in that certain building (the
"BUILDING") located at 8205 S. Cass Avenue, Suite 102 in Darien, Illinois. The
BUILDING and the real estate on which it is located are hereinafter referred to
as the "Property".

     Such letting and hiring is upon and subject to the terms, covenants and
conditions herein set forth and TENANT and LANDLORD covenant as a material part
of the consideration for this Lease to keep and perform each and all of said
terms, covenants and conditions by them to be kept and performed and that this
Lease is made upon the condition of such performance.

                                       1.

                                    Purpose
                                    -------

     The PREMISES are to be used for office purposes and for no other purpose
without the prior written consent of the LANDLORD.

                                       2.

                                      Term
                                      ----

     The term of this Lease shall be for a period of three years and one month
beginning August 1, 1994, and ending August 31, 1997 except as otherwise
expressly provided in this Lease. Rent to commence September 1, 1994.

                                       3.

                                   Possession
                                   ----------

     If LANDLORD, for any reason whatsoever, cannot deliver possession of the
PREMISES to the TENANT on the date of the commencement of the Term, this Lease
shall not be void or voidable, nor shall the LANDLORD be liable to TENANT for
any loss or damage resulting therefrom. Under the circumstances, the rent
provided for herein shall not commence until possession of the PREMISES is made
available to TENANT and no such failure to give possession on the date of
commencement of the Term shall affect the validity of this Lease or the
obligations of the TENANT hereunder, nor shall the same be construed to extend
the Term.

     The PREMISES shall be deemed to be ready for TENANT'S occupancy if only
minor or insubstantial details of construction, decoration or mechanical
adjustments remain to be done in the PREMISES or any part thereof, or if the
delay in the availability of the PREMISES or any part thereof for occupancy
shall be due to special work, changes, alterations, or additions required or
made by TENANT in the layout or finishing of the PREMISES. Whether or not the
PREMISES are ready for occupancy shall be determined by the issuance of a
temporary or permanent certificate of occupancy from the Village of Lombard. It
is further understood that within 48 hours of initial occupancy, the parties
shall jointly inspect

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the PREMISES and prepare a "punch list" of incomplete items to be completed by
LANDLORD within a reasonable time after occupancy. TENANT agrees to provide a
supplemental "punch list" within thirty (30) days after occupancy encompassing
all items not then completed except for latent defects.

                                       4.

                       Definitions As Used In This Lease

     A.   The term "BASE YEAR" means the calendar year in which the term of
this Lease commences.

     B.   The term "COMMENCEMENT DATE" is the date of the beginning of the Lease
as defined in Section Two (2) of this Lease.

     C.   The term "COMPARISON YEAR" means each calendar year during the Term
subsequent to the Base Year.

     D.   The term "TENANT'S PROPORTIONATE SHARE" shall mean 4.35% being the
ratio which the rentable office area of the PREMISES bears to the entire
rentable office area in the Building.

     E.   The Term "TAXES" means any and all taxes of every kind and nature
whatsoever which LANDLORD shall pay or become obligated to pay during a
calendar year (regardless of whether such taxes were assessed or became a lien
during, prior or subsequent to the calendar year of payment) because of or in
connection with the ownership, leasing and operation of the Property including
without limitation, real estate taxes, personal property taxes, sewer rents,
water rents, special assessments, transit taxes, legal fees and court costs
charged for the protest or reduction of property taxes and/or assessments in
connection with the PREMISES including the Building, any tax or excise on rent
or any other tax (however described) on account of rental received for use and
occupancy of any or all of the Building and/or the PREMISES, whether any such
taxes are imposed by the United States, the State of Illinois, the County of
DuPage, or any local governmental municipality, authority or agency or any
political subdivision of any thereof. TAXES shall not include any net income,
capital stock, estate or inheritance taxes; provided, however, if at any time
during the term hereof a tax or excise on rents or income or other tax however
described (herein called "Rent Tax") is levied or assessed by the United States
or the State of Illinois or any political subdivision thereof on account of the
rents hereunder or the interest of LANDLORD under this Lease, and if such Rent
Tax is in lieu of or as a substitute for, in whole or in part, real estate
taxes or other ad valorem taxes such Rent Tax shall constitute TAXES.

     F.   The term "OPERATING COSTS" means any and all expenses, costs and
disbursements (other than taxes as defined in Section 4(E) of every kind and
nature whatsoever incurred by LANDLORD in connection with the management,
maintenance, operation and repair of the Property (including, without
limitation, interior and/or exterior Energy Costs, easement maintenance
expenses, including assessments applicable to the Property established by any
Declaration as hereinafter defined, any and all common area expenses in the
development in which the Property is located, including but not limited to
landscaping and other maintenance of properties which benefit the Property,
property management fees, insurance costs and routine repairs, maintenance and
interior and/or exterior decorating, wage and salaries, legal and accounting,
which LANDLORD shall be or become obligated to pay in respect of a calendar
year regardless of when such OPERATING COSTS were incurred), except the
following: (i) costs of capital improvements and cost of curing construction
defects, if any; (ii) depreciation (except on any capital improvements made or
installed after the Base Year for the purpose of saving labor or otherwise
reducing applicable OPERATING COSTS); (iii) interest and principal payments on
mortgages, if any; (iv) real estate brokers' leasing commissions or
compensation; (vi) any cost or expenditure (or portion thereof) for which
LANDLORD is reimbursed, whether by insurance proceeds or otherwise. In the
event during all or any portion of any calendar year the Building is not fully
rented and occupied, LANDLORD may elect to make an appropriate adjustment of 


                                       2


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TENANT'S PROPORTIONATE SHARE of OPERATING COSTS for such year, employing sound
accounting and management principles, to determine the OPERATING COSTS that
would have been paid or incurred by LANDLORD had the Building been fully rented
and occupied and the amount so determined. For purposes of this subparagraph
"the development in which the Property is located" shall be deemed to refer to
any subdivision or group of subdivisions containing common areas and/or
utilities and/or services benefiting the Property, including any and all
Property encompassed by any declaration of easements, and/or protective
covenants ("Declaration") effecting the Property.

     G.   "Energy Costs":  means the cost to LANDLORD for all electric power
and other utilities furnished by LANDLORD for heating, air conditioning,
cooling, ventilating and lighting all of the Building, including the PREMISES,
not separately metered to and paid for by a specific tenant.

                                       5.
                                   
                                   Base Rent

     Except as otherwise provided herein, beginning September 1, 1994, TENANT
shall pay as initial Base Rent to LANDLORD the sum of Twenty-One Thousand Five
Hundred Ninety and 00/100 ($21,590.00) DOLLARS per annum in equal monthly
payments of One Thousand Seven Hundred Ninety-Nine and 17/100 ($1,799.17)
DOLLARS in advance on the first day of the first full calendar month and on the
first day of each calendar month thereafter during the Term and at the same
rate for fractions of a month if the Term shall begin on any day except the
first day or shall end on any day except the last day of a calendar month.

     Any rent (whether Base Rent or additional rent) or other amount due from
TENANT to LANDLORD under this Lease not paid when due shall bear interest from
the date due until the date paid at the annual rate of TWO (2%) PERCENT above
the prime rate charged by the FIRST NATIONAL BANK OF CHICAGO (also called the
Corporate Base Rate by said Bank) on ninety (90) day commercial loans to its
largest customers from time to time during such period but the payment of such
interest shall not excuse or cure any default by TENANT under this Lease. The
covenants herein to pay rent (both Base Rent and additional rent) shall be
independent of any other covenant set forth in this Lease.

     Base Rental and all of the rent provided herein shall be paid without
deduction or off-set in lawful money of the United States of America to Alter
Asset Management, Inc., 1980 Springer Drive, Lombard, IL 60148 ("the Management
Agent") or as designated from time to time by written notice from LANDLORD. The
Management Agent has full and complete authority to act on behalf of LANDLORD
in connection with all dealings with TENANT, provided however, that the
Management Agent shall not have the power to amend or modify the terms of the
within Lease.

                                       6.

                          Base Rent Adjustment Formula

     Base Rent shall be subject to adjustment as hereinafter set forth in this
Section 6 and in Section 7.

                                     Taxes

     A.   If TAXES (as hereinbefore defined) for the Land and Building during
any calendar year during the Term of this Lease shall be in excess of
Eighty-Three Thousand Nine Hundred Seventeen and 00/100 ($83,917.00) DOLLARS,
TENANT shall pay to LANDLORD, as additional rent for that year, an amount equal
to the TENANT'S PROPORTIONATE SHARE of said excess. TENANT'S PROPORTIONATE SHARE
of such excess shall be paid as of the COMMENCEMENT DATE of the Term for the
first month hereof, and as of the expiration date of the Term for the last year
hereof.

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                                Operating Costs

          B.   If the "Operating Costs" paid or incurred by LANDLORD during any
calendar year shall be in excess of Sixty-Seven Thousand Three Hundred
Forty-Eight and 69/100 ($67,348.69) DOLLARS, TENANT shall pay to LANDLORD as
additional rent for that year, an amount equal to the TENANT'S PROPORTIONATE
SHARE of said excess. TENANT'S PROPORTIONATE SHARE of such excess shall be paid
as of the COMMENCEMENT DATE of the Term for the first month hereof, and as of
the expiration date of the Term for the last year hereof. Such excess OPERATING
COSTS shall be prorated by TENANT as of the COMMENCEMENT DATE of the Term for
the first month hereof, and as of the expiration date of the Term for the last
year hereof.

                                       7.

                          Base Rent Adjustment Payment

          On or before the first day of June of each calendar year after the
Base Year, LANDLORD shall endeavor to furnish to TENANT a written statement
showing in reasonable detail OPERATING COSTS, TAXES and the CPI Index for the
Base Year and for the Comparison Year preceding the year in which such
statement is furnished and showing the amount, if any, of rental adjustment due
from TENANT for such Comparison year.

          On the monthly rental payment date (the "adjustment date") next
following TENANT'S receipt of each such annual statement, TENANT shall pay to
LANDLORD as additional rent an amount equal to the sum of (a) the "net rental
adjustment" for the entire preceding calendar year (being the aggregate rental
adjustment shown on each such annual statement less the amount, if any, by
which (i) the total rent paid by TENANT during the preceding calendar year
(including all adjustment to monthly rental as herein provided), exceeded (ii)
the Base Rent and (b) one-twelfth (1/12th) of such "net rental adjustment" for
the present calendar year multiplied by the number of monthly rental payment
dates (including the adjustment date) having elapsed for such present calendar
year. Subsequent monthly rental payments shall thereafter be increased by
one-twelfth (1/12th) of such "net rental adjustment".

          In the event that any such settlement required above indicates that
the total rent paid by TENANT during the preceding calendar year exceeds the
aggregate rental payable by TENANT for such calendar year pursuant to Section 6
and Section 7, LANDLORD shall apply such excess on any amounts of additional
rent next falling due under this Lease as long as TENANT is not then in default
of any of the terms and provisions of this Lease.

          The annual determination and statement of TAXES and OPERATING COSTS
shall be prepared in accordance with generally acceptable accounting principles.
In the event of any dispute as to any additional rental due hereunder, TENANT
shall have the right to inspect LANDLORD'S accounting records relative to TAXES
and OPERATING COSTS at LANDLORD'S accounting office during normal business hours
at any time within fifteen (15) days following the furnishing by LANDLORD to
TENANT of such statement.

          In no event shall any rent adjustment result in a decrease of the Base
Rent as set forth in Section 5 hereof.

          In the event of the termination of this Lease by expiration of the
stated term or for any other cause or reason whatsoever prior to the
determination of rental adjustment as hereinabove set forth, TENANT'S agreement
to pay additional rental up to the time of termination shall survive the
expiration or termination of the Lease.

          If the lease year of the term of this Lease ends on any day other
than the last day of December, any payment due to TENANT by reason of decrease
in OPERATING COSTS or any payment due to LANDLORD by reason of any increase in
OPERATING COSTS shall be prorated on the basis of which the number of days in
such partial year bears to three hundred sixty-five (365).

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                                       8.

                                  Holding Over

     Should TENANT hold over after the termination of this Lease, by lapse of
time or otherwise, TENANT shall become a tenant from month to month only upon
each and all of the terms herein provided as may be applicable to such month to
month tenancy and any such holding over shall not constitute an extension of
this Lease; provided, however, during such holding over, TENANT shall pay Base
Rent (as adjusted pursuant to Sections 6 and 7, all as estimated by LANDLORD) at
200% of the rate payable for the month immediately preceding said holding over
and in addition, TENANT shall pay LANDLORD all damages, consequential as well as
direct, sustained by reason of TENANT's holding over. Alternatively, at the
election of LANDLORD expressed in a written notice to the TENANT and not
otherwise, such retention of possession shall constitute a renewal of this Lease
for one (1) year at double the rent paid in the last year hereof. The provisions
of this paragraph do not exclude the LANDLORD'S rights of re-entry or any other
right hereunder.

                                       9.

                                Building Service

     (a) LANDLORD shall maintain and keep lighted the exterior common areas of
the Building. LANDLORD shall not be liable for, and TENANT shall not be entitled
to, any abatement or reduction of rental by reason of LANDLORD'S failure to
furnish any of the foregoing, nor shall such failure constitute an eviction, if
such failure is caused by accident, breakage, repairs, energy shortages or
restriction, strikes, lockouts, or other labor disturbances or labor disputes of
any character, riots, civil disturbance or by any other cause, similar or
dissimilar, beyond the reasonable control of LANDLORD, LANDLORD shall not be
liable under any circumstances for loss of or injury to property, however
occurring, through or in connection with or incidental to failure to furnish any
of the foregoing.

     Wherever heat generating machines or equipment, including telephone
equipment, are used in the PREMISES which affect the temperature otherwise
maintained by the air conditioning system, LANDLORD reserves the right to
install supplementary air conditioning units or heating units in the PREMISES
and the cost thereof, including the cost of installation, and the cost of
operation and maintenance thereof shall be paid by TENANT to LANDLORD upon
demand by LANDLORD.

     (b)  Neither LANDLORD nor LANDLORD'S beneficiaries, nor any company, firm
or individual, operating, maintaining, managing or supervising the plant or
facilities furnishing the services included in LANDLORD'S energy costs nor any
of their respective agents, or employees, shall be liable to TENANT, or any of
TENANT'S employees, agents, customers or invitees or anyone claiming through or
under TENANT, for any damages, injuries, losses, expenses, claims or causes of
action, because of any interruption or discontinuance at any time for any reason
in the furnishing of any of such services, or any other service to be furnished
by LANDLORD as set forth herein; nor shall any such interruption or
discontinuance relieve TENANT from full performance of TENANT'S obligations
under this lease.

     (c)  Electricity shall not be furnished by LANDLORD, but shall be furnished
by the approved electric utility company serving the area. LANDLORD shall permit
the TENANT to receive such service direct from such public utility company at
TENANT'S cost, and shall permit LANDLORD'S wire and conduits, to the extent
available, suitable and safely capable, to be used for such purposes. TENANT
shall make all necessary arrangements with the local utility company for
metering and paying for electric current furnished by it to TENANT and TENANT
shall pay for all charges for electric current consumed on the PREMISES during
TENANT'S occupancy thereof. The electricity used during the making of
alterations or repairs in the PREMISES, and for the operation of the PREMISES
air conditioning system at times other than as provided herein; or the operation
of any special air conditioning systems which may be required for data
processing equipment or for other special equipment or machinery


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installed by TENANT, shall be paid for by TENANT. TENANT shall make no
alterations or additions to the electric equipment and/or appliances without
the prior written consent of the LANDLORD in each instance, which consent shall
not be unreasonably withheld. TENANT also agrees to purchase from the LANDLORD
or its agent all lamps, bulbs after the initial installation thereof, ballasts
and starters used in the PREMISES provided however that the availability
quality and cost of any such items shall be comparable to that available to
TENANT from other suppliers. TENANT covenants and agrees that at all times its
use of electric current shall never exceed the capacity of the feeders to the
Building or the risers or wiring installed thereon. TENANT will not, without
the written consent of LANDLORD, use any apparatus or device in the PREMISES to
connect to electric current (except through existing electrical outlets in the
PREMISES) or water pipes, for the purpose of using electric current or water.
If TENANT shall require water or electric current in excess of that which is
respectively obtainable from existing water pipes or electrical outlets and
normal for use of the PREMISES as general office space, TENANT shall first
procure the consent of LANDLORD, which LANDLORD may not unreasonably refuse. If
LANDLORD consents to such excess water or electric requirements, TENANT shall
pay all costs including but not limited to meter service and installation of
facilities necessary to furnishing such excess capacity.

                                      10.


                           Condition of the Premises

     Subject to "punch lists" referred to in section 3 hereof, by taking
possession of the PREMISES, TENANT shall be deemed to have agreed that the
PREMISES were as of the date of taking possession, in good order, repair and
condition. No promises of the LANDLORD to alter, remodel, decorate, clean or
improve the PREMISES or the Building and no representation or warranty
expressed or implied, respecting the condition of the PREMISES or the Building
has been made by the LANDLORD to TENANT, unless the same is contained herein or
made a part hereof.

     TENANT shall, at its own expense, keep the PREMISES in good repair and
tenantable condition and shall promptly and adequately repair all damages to
the PREMISES caused by TENANT or any of its employees, agents or invitees under
the supervision and with the approval of LANDLORD and within a reasonable period
of time as specified by LANDLORD, loss by ordinary wear and tear, fire and
other casualty excepted. If TENANT does not do so promptly and adequately,
LANDLORD may, but need not, make such repairs and TENANT shall pay LANDLORD
immediately upon request by LANDLORD.

                                      11.


                                Uses Prohibited

     TENANT shall not use, or permit the PREMISES or any part thereof to be
used, for any purpose or purposes other than as specified in Section 1 of this
Lease. No use shall be made or permitted to be made of the PREMISES, nor acts
done, which will increase the existing rate of insurance upon the Building, or
cause a cancellation of any insurance policy covering the Building, or any part
thereof, nor shall TENANT sell, or permit to be kept, used or sold, in or about
the PREMISES, any article which may be prohibited by LANDLORD'S insurance
policies. TENANT shall not commit or suffer to be committed, any waste upon the
PREMISES, or any public or private nuisance or other act or thing which may
disturb the quiet enjoyment of any other tenant in the Building, nor, without
limiting the generality of the foregoing, shall TENANT allow the PREMISES to be
used for any improper, immoral, unlawful or objectionable purpose. TENANT agrees
at all times to cause the PREMISES to be operated in compliance with all
federal, state, local or municipal environmental protection agency health and
safety laws, statutes, ordinances, and rules and regulations, so that no
clean-up claim or other obligation or responsibility arises from a violation of
any of the foregoing, and TENANT further agrees to promptly cure any such
violation at its own expense, and shall furthermore defend and indemnify
LANDLORD, beneficiaries, mortgagees, and officers, agents, and employees thereof
respectively, for any and all liability, loss, costs (including 
   7
attorneys' fees and expenses), damages, responsibilities or obligations
incurred as a result of any violation of any of the foregoing. TENANT shall
upon request of LANDLORD certify in writing that it is in compliance with
applicable local, state and federal environmental rules, regulations, statutes
and laws for the preceding year. At the request of the LANDLORD, TENANT shall
submit to the LANDLORD, or shall make available for inspection and copying upon
reasonable notice and at reasonable times, any or all of the documents and
materials prepared by or for TENANT pursuant to any environmental law or
regulation or submitted to any governmental regulatory agency in conjunction
therewith. LANDLORD shall have reasonable access to the PREMISES to inspect
the same to confirm that the TENANT is using the PREMISES in accordance with
local, state and federal environmental rules, regulations, statutes and laws.
TENANT shall, at the request of the LANDLORD and at the TENANT's expense,
conduct such testing and analysis as is necessary to ascertain whether the
TENANT is using the PREMISES in compliance with all local, state and federal
environmental rules, regulations, statutes and laws, provided however, LANDLORD
shall not request that TENANT conduct such tests unless LANDLORD has a
reasonable suspicion that TENANT may be in violation of the foregoing rules,
regulations, statutes, or laws. Said tests shall be conducted by qualified
independent experts chosen by the TENANT and subject to LANDLORD's reasonable
approval. Copies of reports of any such tests shall be provided to the
LANDLORD. The provisions within this paragraph shall survive termination of
this Lease and shall be binding upon and shall inure to the benefit of the
parties hereto, their respective successors and assigns, and mortgages thereof.

                                      12.

                              Compliance With Law

     TENANT shall not use the PREMISES or permit anything to be done in or
about the PREMISES which in any way conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter be
enacted or promulgated. TENANT shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances and governmental rules, regulations
or requirements now in force or which may hereafter be in force and with the
requirements of any board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the PREMISES, excluding structural changes not related to or affected by
TENANT's improvements or acts. The judgment of any court of competent
jurisdiction or the admission of TENANT in an action against TENANT law,
statute, ordinance or governmental rule, regulation or requirement shall be
conclusive of that fact as between LANDLORD and TENANT.

                                      13.

                            Alterations and Repairs

     TENANT shall keep the PREMISES in good condition and repair ordinary wear
and tear and loss by fire and other casualty excepted, and shall not do any
painting or decorating, or erect any partitions, make any alterations in or
additions, changes or repairs to the PREMISES without the LANDLORD's prior
written approval in each and every instance, such consent not to be
unreasonably withheld. Unless otherwise agreed by LANDLORD and TENANT in
writing, all such work shall be performed either by or under the direction of
LANDLORD, but at the cost of TENANT. During the term of this Lease, no work
shall be performed by or under the direction of TENANT without the express
written consent of LANDLORD. Unless otherwise provided by written agreement,
all alterations, improvements, and changes shall remain upon and be surrendered
with the PREMISES, excepting however that at LANDLORD's option, TENANT shall,
at its expense, when surrendering the PREMISES, remove from the PREMISES and
the Building all such alterations, improvements, and changes and further
provided that TENANT may remove any trade fixtures provided the PREMISES are
restored to a condition reasonably satisfactory to LANDLORD. If TENANT does not
remove said additions, decorations, fixtures, hardware, non-trade fixtures and
improvements after request to do so by LANDLORD, LANDLORD may remove the same
and TENANT shall pay the cost of such removal to LANDLORD upon demand. TENANT
hereby agrees to hold LANDLORD

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and LANDLORD'S beneficiaries, their agents and employees harmless from any and
all liabilities of every kind and description which may arise out of or be
connected in any way with said alterations or additions. Any mechanic's lien
filed against PREMISES, or the Building or the Property, for work claimed to
have been furnished to TENANT shall be discharged of record by TENANT within ten
(10) days thereafter, at TENANT'S expense, provided however TENANT shall have
the right to contest any such lien on the posting of reasonably sufficient
security.

     TENANT shall, at the termination of this Lease, surrender the PREMISES to
LANDLORD in as good condition and repair as reasonable and proper use thereof
will permit, loss by ordinary wear and tear, fire or other casualty excepted.

                                      14.

                                  Abandonment

     During the term, if TENANT shall abandon, vacate or surrender (whether at
the end of the stated term or otherwise) the PREMISES, or be dispossessed by
process of law, or otherwise, any personal property belonging to TENANT and left
on the PREMISES shall be deemed abandoned, at the option of the LANDLORD.

                                      15.

                           Assignment and Subletting

     TENANT shall not assign this Lease, or any interest therein and shall not
sublet the PREMISES or any part thereof, or any right or privilege appurtenant
thereto, or suffer any other person to occupy or use the PREMISES, or any
portion thereof, without the written consent of LANDLORD first had and obtained.

     TENANT shall, by notice in writing, advise LANDLORD of its intention from
on and after a stated date (which shall not be less than sixty (60) days after
the date of TENANT'S notice) to assign or to sublet any such part of all of the
PREMISES for the balance or any part of the Term, and, in such event LANDLORD
shall have the right, to be exercised by giving written notice to TENANT thirty
(30) days after receipt of TENANT'S notice, to recapture the space described in
TENANT'S notice and such recapture notice shall, if given, cancel and terminate
this Lease with respect to the space therein described as of the date stated in
TENANT'S notice. TENANT'S said notice shall state the name and address of the
proposed subtenant and a true and complete copy of the proposed sublease shall
be delivered to LANDLORD with said notice. If TENANT'S notice shall cover all of
the space hereby demised and if LANDLORD shall give the aforesaid recapture
notice with respect thereto, the Term of this Lease shall expire and end on the
date stated in TENANT'S notice as fully and completely as if that date had been
herein definitely fixed for the expiration of the Term. If, however, this Lease
be canceled pursuant to the foregoing with respect to less than the entire
PREMISES, the rental and the escalation percentages herein reserved shall be
adjusted on the basis of the number of square feet retained by TENANT in
proportion to the rent and escalation percentages reserved in this Lease, and
this Lease as so amended shall continue thereafter in full force and effect. If
LANDLORD, upon receiving TENANT'S said notice with respect to any such space,
shall not exercise its right to cancel as aforesaid, LANDLORD will not
reasonably withhold its consent to TENANT'S assigning or subletting the space
covered by its notice, provided; (i) at the time thereof TENANT is not in
default under this Lease; (ii) LANDLORD, in its sole discretion reasonably
exercised, determines that the reputation, business, proposed use of the
PREMISES and financial responsibility of the proposed sublessee or occupant, as
the case may be, of the PREMISES are satisfactory to LANDLORD; (iii) any
assignee or subtenant shall expressly assume all the obligations of this Lease
on TENANT'S part to be performed; (iv) such consent if given shall not release
TENANT of any of its obligations (including, without limitation, its obligation
to pay rent) under this Lease; (v) TENANT agrees specifically to pay over to
LANDLORD, as additional rent, all sums received by TENANT under the terms and
conditions to such assignment or sublease, which are in excess of the amounts
otherwise required to be paid pursuant to the Lease; and (iv) a


                                       8
   9
consent to one assignment, subletting occupation or use shall be limited to such
particular assignment, sublease or occupation and shall not be deemed to
constitute LANDLORD'S consent to an assignment or sublease to or occupation by
another person. Any such assignment or subletting without such consent shall be
void and shall, at the option of LANDLORD, constitute a default under this
Lease. TENANT will pay all of LANDLORD'S costs associated with any such
assignment or subletting including but not limited to reasonable legal fees.

                                      16.

                                     Signs

               TENANT shall not place or affix any exterior or interior signs
visible from the outside of the PREMISES.

                                      17.

                     Damage to Property - Injury to Persons

               TENANT, as a material part of the consideration to be rendered to
LANDLORD under this Lease, to the extent permitted by law, hereby waives all
claims except claims caused by or resulting from the non-performance of the
LANDLORD, willful and wanton conduct or negligence of LANDLORD, its agents,
servants or employees which TENANT or TENANT'S successor or assigns may have
against LANDLORD, its agents, servants, or employees for loss, theft or damage
to the property and for injuries to persons in, upon or about the PREMISES or
the Building from any cause whatsoever. TENANT will hold LANDLORD, its agents,
servants, and employees exempt and harmless from and on account of any damage or
injury to any person, or to the goods, wares, and merchandise of any person,
arising from the uses of the PREMISES by TENANT or arising from the failure of
TENANT to keep the PREMISES in good condition as herein provided if
non-performance by the LANDLORD or negligence of the LANDLORD, its agents,
servants or employees does not contribute hereto. Neither LANDLORD nor its
agents, servants, employees shall be liable to TENANT for any damage by or from
any act or negligence of any co-tenant or other occupant of the same Building,
or by any owner or occupant of adjoining or contiguous property, provided
however, that the provisions of this paragraph shall not apply to negligence or
willful and wanton misconduct of any such individuals or entities. TENANT agrees
to pay for all damage to the Building or the PREMISES, as well as all damage to
tenants or occupants thereof caused by TENANT'S misuse or neglect of the
PREMISES, its apparatus or appurtenances or caused by any licensee, contractor,
agent or employees of TENANT. Notwithstanding the foregoing provisions, neither
LANDLORD nor TENANT shall be liable to one another for any loss, damage or
injury caused by its act or neglect to the extent that the other party has
recovered the amount of such loss, damage or injury from insurance and the
insurance company is bound by this waiver of liability.

               Particularly, but not in limitation of the foregoing paragraph,
all property belonging to TENANT or any occupant of the PREMISES that is in the
Building or the PREMISES shall be there at the risk to TENANT or other person
only, and LANDLORD or its agent, servants, or employees (except in case of
non-performance by the LANDLORD or negligence or willful and wanton conduct of
LANDLORD or its agents, servants, employees) shall not be liable for: damage to
or theft of or misappropriation of such property; nor for any damage to property
entrusted to LANDLORD, its agents, servants, or employees, if any; nor for the
loss or for damage to any property by theft or otherwise, by any means
whatsoever, not for any injury or damage to persons or property resulting from
fire, explosion, falling plaster, steam, gas, electricity, snow, water or rain
which may leak from any part of the Building or from the pipes, appliances or
plumbing works therein or from the roof, street or subsurface or from any other
place or resulting from dampness or any other cause whatsoever; nor for
interference with the light or other incorporeal hereditaments, nor for any
latent defect in the PREMISES or in the Building. TENANT shall give prompt
notice to LANDLORD in case of fire or accidents in the PREMISES or in the
Building or of defects therein or in the fixtures or equipment.


                                       9
   10
In case any action or proceeding be brought against LANDLORD by reason of any
obligation on TENANT'S part to be performed under the term of this Lease, or
arising from any act or negligence of the TENANT, or of its agents or employees,
TENANT, upon notice from LANDLORD shall defend the same at TENANT'S expense by
counsel reasonably satisfactory to LANDLORD.

     TENANT shall maintain in full force and effect during the term of this
Lease (including any period prior to the beginning of the term during which
TENANT has taken possession and including also any period of extension of the
Term in which TENANT obtains possession), in responsible companies approved by
LANDLORD (i) fire and extended coverage insurance including an endorsement for
vandalism and malicious mischief) covering all TENANT'S property in, on or about
the PREMISES, with full waiver of subrogation rights against LANDLORD in an
amount equal to the full replacement cost of such Property, and (ii) public
liability insurance insuring TENANT against all claims, demands or action for
injury to or death of any one person in an amount of not less than ONE MILLION
($1,000,000.00) DOLLARS and for injury to or death of more than one person in
any one accident in an amount not less than TWO MILLION ($2,000,000.00) DOLLARS
and for damage to property in an amount of not less than ONE HUNDRED THOUSAND
($100,000.00) DOLLARS or such other amounts as LANDLORD may reasonably require
and (iii) rental insurance equal to one year's rent insurance shall be delivered
to all additional parties insured. All liability policies shall cover the entire
demised premises.

     All such policies, shall name LANDLORD, any mortgagees of LANDLORD, and all
other parties designated by LANDLORD as additional parties insured. All
insurance policies shall indicate that at least thirty (30) days prior written
notice shall be delivered to all additional parties insured by the insurer prior
to termination of cancellation of such insurance and TENANT shall provide
Certificates of Insurance, not less than ten (10) days prior to the COMMENCEMENT
DATE, evidencing the aforesaid coverage to all insured parties. TENANT shall not
violate or permit a violation of any of the conditions or terms of any such
insurance policies and shall perform and satisfy all reasonable requirements of
the insurance company issuing such policies. With respect to any insurance
policy procured to comply with any financial assurance requirement imposed by
any state or federal law or regulation, or to any other casualty, property, or
environmental impairment insurance purchased by TENANT, such policy or policies
shall name LANDLORD and any mortgagees of LANDLORD as additional parties
insured.

                                      18.

                             DAMAGE OR DESTRUCTION

     In the event the PREMISES or the Building are damaged by fire or other
insured casualty and the insurance proceeds have been made available therefor by
the holder or holders of any mortgages or deeds of trust covering the Building,
the damage shall be repaired by and at the expense of LANDLORD to the extent of
such insurance proceeds available therefor, provided such repairs can, in
LANDLORD'S sole opinion, be made within one hundred twenty (120) days after the
occurrence of such damage without the payment of overtime or other premiums.
Until such repairs are completed, the rent shall be abated in proportion to the
part of the PREMISES which is unusable by TENANT in the conduct of its business.
If repairs cannot, in LANDLORD'S sole opinion be made within one hundred twenty
(120) days, LANDLORD may at its option make these within a reasonable time and,
this Lease shall continue in effect. In the case of repairs, which in LANDLORD'S
opinion cannot be made within one hundred twenty (120) days, LANDLORD shall
notify TENANT within thirty (30) days of the date of occurrence of such damage
as to whether or not LANDLORD elects to make such repairs and if no such notice
is given, LANDLORD shall be deemed to have elected to make such repairs. If
LANDLORD elects not to make such repairs which cannot be made within one hundred
twenty (120) days of notice, then either party may, by written notice to the
other, cancel this Lease as of the date of the occurrence of such damage. Except
as provided in this Section, there shall be no abatement of rent and no
liability of LANDLORD by reason of any injury to or interference with TENANT'S
business or property arising from any such fire or other


                                       10

   11
casualty or from the making or not making of any repairs, alterations or
improvements in or to any portion of the Building or the PREMISES or in or to
fixtures, appurtenances and equipment therein. TENANT understands that LANDLORD
will not carry insurance of any kind on TENANT'S furniture or furnishings or on
any fixtures or equipment removable by TENANT under the provisions of this
Lease and that LANDLORD shall not be obliged to repair any damage thereto or
replace the same. LANDLORD shall not be required to repair any injury or damage
caused by fire or other cause, or to make any repairs or replacements to or of
improvements installed in the PREMISES by or for TENANT.

                                      19.

                               Entry by Landlord

     LANDLORD and its agents shall have the right to enter the PREMISES at all
reasonable times for the purpose of examining or inspecting the same, to supply
any service to be provided by LANDLORD to TENANT hereunder, to show the same to
prospective purchasers or tenants of the Building, and make such alterations,
repairs, improvements, or additions, whether structural or otherwise, to the
PREMISES or to the Building as LANDLORD may deem necessary or desirable.
LANDLORD may enter by means of a master key without liability to TENANT except
for any failure to exercise due care for TENANT's property and without
affecting this Lease. LANDLORD shall use reasonable efforts on any such entry
not to unreasonably interrupt or interfere with TENANT'S use and occupancy of
the PREMISES.

                                      20.

                            Insolvency or Bankruptcy

     If at any time during the term demised or prior thereto there shall be
filed by or against TENANT in any court pursuant to any statute, either of the
United States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver of trustee of all or a
portion of TENANT'S property, and within thirty (30) days thereof TENANT fails
to secure a discharge thereof, or if TENANT makes an assignment for the benefit
of creditors, this Lease, at the option of LANDLORD, exercised within a
reasonable time after notice of the happening of any one or more of such
events, may be cancelled and terminated and in which event neither TENANT nor
any person claiming through or under TENANT by virtue of any statute or of an
order of any court shall be entitled to possession or to remain in possession
of the PREMISES demised but shall forthwith quit and surrender the PREMISES,
and LANDLORD, in addition to the other rights and remedies LANDLORD has by
virtue of any other provision herein or elsewhere in this Lease contained or by
virtue of any statute or rule of law, may retain as liquidated damages any
rent, security deposit or monies received by it from TENANT or others in behalf
of TENANT. Notwithstanding anything to the contrary herein contained, the event
of cancellation of this Lease as provided in this paragraph, LANDLORD shall
upon such termination be entitled to recover damages in an amount equal to the
present value of the rent specified under Section Five (5) and other sections
covering the base rent adjustments of this Lease for the remainder of the
stated term herein less the fair market rental value of the PREMISES for the
stated term.

                                      21.

                                    Default

     If any of the following events of default shall occur, to wit:

     (a) TENANT defaults for more than five (5) days after notice of default
         after the due date therefor in the payment of rent (whether Base Rent
         or additional rent) or any other sum required to be paid hereunder, or
         any part thereof, or

     (b) TENANT defaults in the prompt and full performance of any other (i.e.
         other than payment of rent or any other sum) covenant, agreement or
         condition of this Lease and such

                                       11
   12
          other default shall continue for a period of twenty (20) days after
          written notice thereof from LANDLORD to TENANT (unless such other
          default involves a hazardous condition, in which event it shall be
          cured forthwith) or

     (c)  The leasehold interest of TENANT be levied upon under execution or be
          attached by process of law, or if TENANT abandons the PREMISES, or

     (d)  Bankruptcy or insolvency of TENANT, then in any such event, LANDLORD,
          besides other rights or remedies, it may have, shall have the
          immediate right of re-entry and may remove all persons and property
          from the PREMISES; such Property may be removed and stored in any
          other place in the Building in which the PREMISES are situated, or in
          any other place, for the account of and at the expense and at the risk
          of TENANT.

     TENANT hereby waives all claims for damages which may be caused by the
re-entry of LANDLORD and taking possession of the PREMISES or removing or
storing the furniture and property as herein provided, and will save LANDLORD
harmless from any loss, costs, or damages occasioned LANDLORD thereby, and no
such re-entry shall be considered or construed to be a forcible entry.

     Should LANDLORD elect to re-enter, as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law; it may either terminate this Lease or it may from time to time, without
terminating this Lease, re-let the PREMISES or any part thereof for such terms
and at such rental or rentals and upon such other terms and conditions as
LANDLORD in its sole discretion may deem advisable, with the right to make
alterations and repairs to the PREMISES.

     LANDLORD may elect to apply rentals received by it (i) to the payment of
any indebtedness, other than rent, due hereunder from TENANT to LANDLORD; (ii)
to the payment of any cost of such re-letting including but not limited to any
brokers's commissions or fees in connection therewith; (iii) to the payment of
the cost of any alterations and repairs to the PREMISES: (iv) to the payment of
rent due and unpaid hereunder; and the residue, if any, shall be held by
LANDLORD and applied in payment of future rent as the same may become due and
payable hereunder. Should such rentals received from such re-letting after
application by LANDLORD to the payments described in foregoing clauses (i)
through (iv) during any month be less than that agreed to be paid during that
month by TENANT hereunder, then TENANT shall pay such deficiency to LANDLORD.
Such deficiency shall be calculated and paid monthly on demand by LANDLORD.

     In lieu of electing to receive and apply rentals as provided in the
immediately preceding paragraph, LANDLORD may elect to receive from TENANT as
and for LANDLORD'S liquidated damages for TENANT'S default, an amount equal to
the entire amount of Base Rent provided for in this Lease for the remainder of
the Term, which amount shall be forthwith due and payable by TENANT upon its
being advised of such election by LANDLORD.

     No such re-entry or taking possession of the PREMISES by LANDLORD shall be
construed as an election on its part to terminate this Lease unless a written
notice of same is given to TENANT or unless the termination thereof be decreed
by a court of competent jurisdiction. Notwithstanding any such re-letting
without termination, LANDLORD may at any time thereafter elect to terminate this
Lease for such previous breach.

     Nothing herein contained shall limit or prejudice the right of LANDLORD to
provide for and obtain as damages by reason of any such termination of this
Lease or of possession an amount equal to the maximum allowed by any statute or
rule of law in effect at the time when such termination takes place, whether or
not such amount be greater, equal to or less than the amounts of damages which
LANDLORD may elect to receive as set forth above. Notwithstanding anything to
the contrary herein contained or any other rights exercised by LANDLORD
hereunder, upon the 



                                       12
   13
occurrence of an event of a monetary or material default by TENANT under the
terms of this Lease, rent which otherwise would be due or would have been due
except for any abatement provided for in this Lease shall be immediately due
and payable.

                                      22.

                             Rules and Regulations

          The rules and regulations attached hereto and marked Appendix "B", as
well as such rules and regulations as may be hereafter adopted by LANDLORD for
the safety, care and cleanliness of the PREMISES and the preservation of good
order thereon, are hereby expressly made a part hereof, and TENANT agrees to
obey all such rules and regulations. The violation of any such rules and
regulations by TENANT shall be deemed a default under this Lease by TENANT,
affording LANDLORD all those remedies set out in Section 21 hereof. LANDLORD
shall not be responsible to TENANT for the non-performance by any other tenant
or occupant of the Building or any of said rules and regulations.

                                      23.

                             Non Real Estate Taxes

          During the term hereof, TENANT shall pay prior to delinquency all
taxes assessed against and levied upon fixtures, furnishings, equipment and all
other personal property of TENANT contained in the PREMISES, and TENANT shall
cause said fixtures, furnishing, equipment and other personal property to be
assessed and billed separately from the real property of LANDLORD. In the event
any or all of the TENANT'S fixtures, furnishings, equipment and other personal
property shall be assessed and taxed with the LANDLORD'S real property, the
TENANT shall pay to LANDLORD its share of such taxes within ten (10) days after
delivery to TENANT by LANDLORD of a statement in writing setting forth the
amount of such taxes applicable to the TENANT'S property.

                                      24.

                               Personal Property

          TENANT hereby conveys to the LANDLORD all the personal property
situated on the leased PREMISES as security for the payment of all rentals due
or to become due hereunder. Said Property shall not be removed therefrom
without the consent of the LANDLORD, until all rent due or to become due
hereunder shall have first been paid and discharged. It is intended by the
parties hereto that this Lease constitutes a security agreement creating a
security interest in and to such property, and LANDLORD, upon default of TENANT
in the payment of rent, shall have all the rights of a secured party as
provided in the Illinois Uniform Commercial Code, as from time to time in
effect.

                                      25.

                                 Eminent Domain

          If the Building, or a substantial part thereof or a substantial part
of the PREMISES, shall be lawfully taken or condemned or conveyed in lieu
thereof, (or conveyed under threat of such taking or condemnation), for any
public or quasi-public use or purpose, the term of this Lease shall end upon
and not before the date of the taking of possession by the condemning authority
and without apportionment of the award. TENANT hereby assigns to LANDLORD
TENANT'S interest, if any, in such award and specifically agrees that any such
award shall be the entire property of LANDLORD in which TENANT shall not be
entitled to share. TENANT further waives any right to challenge the right of
the condemning authority to proceed with such taking. Current rent shall be
apportioned as of the date of such termination. If any part of the Building
other than the PREMISES or not constituting a substantial part of the PREMISES,
shall be so taken or condemned (or conveyed under threat of such taking or
condemnation), or if the grade of any street adjacent to the Building is
changed by any competent authority and such taking or change of grade

                                       13

   14
makes it necessary or desirable to substantially remodel or restore the
Building, LANDLORD shall have the right to cancel this Lease upon  not less
than ninety (90) days notice prior to the date of cancellation designated in
the notice. No money or other consideration shall be payable by LANDLORD to
TENANT for the right of cancellation, and TENANT shall have no right to share
in any condemnation award or in any judgment for damages or in any proceeds of
any sale made under any threat of condemnation or taking. TENANT shall have the
right to separately pursue its own award for relocation expenses in the event
of such condemnation proceedings.

                                      26.

                                 Subordination

     LANDLORD has heretofore and may hereafter from time to time execute and
deliver mortgages or trust deeds in the nature of a mortgage, both referred to
herein as "Mortgages" against the Land and Building, or any interest therein.
If requested by the Mortgagee or trustee under any Mortgage, TENANT will either
(a) subordinate its interest in this Lease to said Mortgages, and to any and
all advances made thereunder and to the interest thereon, and to all renewals,
replacements, modifications and extensions thereof, or (b) make TENANT's
interest in this Lease inferior thereto; and TENANT will promptly execute and
deliver such agreement or agreements as may be reasonably required by such
mortgage or trustee under any Mortgage, provided however that any such
subordination shall provide that so long as TENANT is not in default hereunder,
its tenancy shall not be disturbed.

     It is further agreed that (a) if any Mortgage shall be foreclosed (i) the
liability of the mortgagee or trustee thereunder or purchaser at such
foreclosure sale or the liability of a subsequent owner designated as LANDLORD
under this Lease shall exist only so long as such trustee, mortgagee, purchaser
or owner is the owner of the Building and such liability shall not continue or
survive after further transfer of ownership; and (ii) upon request of the
mortgagee or trustee, TENANT will attorn, as TENANT under this Lease, to the
purchaser at any foreclosure sale under any mortgage, and TENANT will execute
such instruments as may be necessary or appropriate to evidence such
attornment; and (b) this Lease may not be modified or amended so as to reduce
the rent or shorten the term provided hereunder, or so as to adversely affect
in any other respect to any material extent the rights of the LANDLORD, nor
shall this Lease be cancelled or surrendered without the prior written consent,
in each instance of the mortgagee or trustee under any Mortgage. It is
understood that TENANT'S tenancy shall not be disturbed so long as TENANT is
not in default under this Lease.

     LANDLORD is hereby irrevocably appointed and authorized as agent and
attorney-in-fact of TENANT to execute all such subordination instruments in the
event TENANT fails to execute said instruments within five (5) days after notice
from LANDLORD demanding the execution thereof. Said notice may be given in the
manner hereinafter provided for giving notice.

     TENANT agrees to give any mortgages and/or trust deed holders, by
registered mail, a copy of any notice of default served upon the LANDLORD by
TENANT provided that prior to such notice TENANT has received notice (by way of
service on TENANT of a copy of an assignment of rents and leases, or otherwise)
of the address of such mortgagees and/or trust deed holders. TENANT further
agrees that if LANDLORD shall have failed to cure such default within the time
provided for in this Lease, then the mortgagees and/or trust deed holders shall
have an additional thirty (30) days after receipt of notice thereof within
which to cure such default or if such default cannot be cured within that time,
then such additional time as may be necessary, if, within such thirty (30)
days, any mortgagee and/or trust deed holder has commenced and is diligently
pursuing the remedies necessary to cure such default (including but not
limited to commencement of foreclosure proceedings, if necessary to effect such
cure). Such period of time shall be extended by any period within which such
mortgagee and/or trust deed holder is prevented from commencing or pursuing
such foreclosure proceedings by reason of LANDLORD's bankruptcy. Until the time
allowed as aforesaid for mortgagee and/or trust deed


                                       14

   15
holder to cure such defaults has expired without cure, TENANT shall have no
right to and shall not terminate this Lease on account of default.

     No mortgagee and no person acquiring title to the demised premises by
reason of foreclosure of any mortgage or by conveyance in lieu of foreclosure
shall have any obligation or liability to TENANT on account of any security
deposit unless such mortgagee or title holder shall receive such security
deposit in cash.

                                      27.

                                     Waiver
                                     ------

     The waiver of LANDLORD of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant, or
condition herein contained. The acceptance of rent hereunder shall not be
construed to be a waiver of any breach by TENANT of any term, covenant or
condition of this Lease. It is understood and agreed that the remedies herein
given to LANDLORD shall be cumulative, and the exercise of any one remedy by
LANDLORD shall not be to the exclusion of any other remedy. It is also agreed
that after the service of notice or the commencement of a suit or judgment for
possession of the PREMISES, LANDLORD may collect and receive any monies due,
and the payment of said monies shall not waive or affect said notice, suit or
judgment.

                                      28.

                              Inability To Perform
                              --------------------

     This Lease and the obligation of TENANT to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of TENANT to be
performed shall not be affected, impaired or excused, nor shall LANDLORD at any
time be deemed to be in default hereunder because LANDLORD is unable to fulfill
any of its obligations under this Lease or to supply or is delayed in supplying
any service expressly or by implication to be supplied or is unable to make, or
is delayed in making any TENANT improvement, repair, additions, alterations, or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if LANDLORD is prevented or delayed from so doing by reason of strike
or labor troubles or any outside cause whatsoever beyond the reasonable control
of LANDLORD, including but not limited to riots and civil disturbances or
energy shortages or governmental preemption in connection with a national
emergency or by reason of any rule, order, or regulation of any department or
subdivision thereof any government agency or by reason of the conditions of
supply and demand which have been or are affected by war or other emergency.

                                      29.

                                  Subrogation
                                  -----------

     The parties hereto agree to use good faith efforts to have any and all
fire, extended coverage or any and all material damage insurance which may be
carried endorsed with a subrogation clause substantially as follows: "This
insurance shall not be invalidated should the insured waive in writing prior to
a loss any or all right of recovery against any party for loss occurring to the
property described herein"; and each party hereto waives all claims for
recovery from the other party for any loss or damage (whether or not such loss
or damage is caused by negligence of the other party and notwithstanding any
provision or provisions contained in this Lease to the contrary) to any of its
property insured under valid and collectible insurance policies to the extent
of any recovery collectible under such insurance, subject to the limitation
that this waiver shall apply only when it is permitted by the applicable policy
of insurance.

                                       15
   16
                                      30.

                                Sale by Landlord

     In the event of a sale or conveyance by LANDLORD of the Building containing
the PREMISES, the same shall operate to release LANDLORD from any future
liability upon any of the covenants or conditions, expressed or implied, herein
contained in favor of TENANT, and in such event TENANT agrees to look solely to
the responsibility of the successor in interest of LANDLORD in and to this
Lease. If any security deposit has been made by TENANT hereunder, LANDLORD may
transfer such security deposit to such successor in interest of LANDLORD and
thereupon LANDLORD shall be released from any further obligations hereunder.
This Lease shall not be affected by any such sale, and the TENANT agrees to
attorn to the Purchaser or assignee.

                                      31.

                         Rights of Landlord To Perform

     All covenants and agreements to be performed by TENANT under any of the
terms of this Lease shall be performed by TENANT at TENANT'S sole cost and
expense and without any abatement of rent. If TENANT shall fail to pay any sum
of money, other than rent, required to be paid it hereunder, or shall fail to
perform any other act on its part to be performed hereunder, and such failure
shall continue for ten (10) days after notice thereof by LANDLORD, LANDLORD
may, but shall not be obligated so to do, and without waiving or release TENANT
from any obligations of TENANT, make any such payment or perform any such other
act on TENANT'S part to be made or performed as in this Lease provided. All
sums so paid by LANDLORD and all necessary incidental costs together with
interest thereon at the rate set forth in Section 5 of this Lease computed from
the date of such payment by LANDLORD shall be payable to LANDLORD and the
LANDLORD shall have (in addition to any other right or remedy of LANDLORD) the
same rights and remedies in the event of the non-payment thereof by TENANT as
in the case of default by TENANT in the payment of rent.

                                      32.

                                Attorneys' Fees

     In the event of any litigation or arbitration between TENANT and LANDLORD
to enforce any provision of this Lease, or any right to either party hereto,
the TENANT, if the unsuccessful party of such litigation or arbitration, shall
pay to the LANDLORD all costs and expenses, including reasonable attorneys'
fees, incurred therein. Moreover, if LANDLORD, without fault is made a party to
any litigation instituted by or against TENANT, TENANT shall indemnify LANDLORD
against and save it harmless from all costs and expenses, including reasonable
attorneys' fees incurred by it in connection therewith.

                                      33.

                              Estoppel Certificate

          TENANT shall at any time and from time to time upon not less than ten
(10) days' prior written notice from LANDLORD execute, acknowledge and deliver
to LANDLORD a statement in writing certifying that this Lease is unmodified and
in full force and effect (or if modified, stating the nature of the
modification and certifying that this Lease, as so modified, is in full force
and effect) and the dates to which the rental and other charges are paid and
acknowledging that there are not, to TENANT'S knowledge, any uncured defaults
on the part of LANDLORD hereunder or specifying such defaults if any are
claimed. It is expressly understood and agreed that any such statement may be
relied upon by any prospective purchaser or encumbrancer of all or any portion
of the real property of which the PREMISES are a part. TENANT'S failure to
deliver such statement within such time shall be conclusive upon TENANT that
this Lease is in full force and effect, without modification 

                                       16
   17
except as may be represented by LANDLORD, that there are no uncured defaults in
LANDLORD's performance and that not more than two (2) months' rental has been
paid in advance.

                                      34.

                                  Preparation

     Notwithstanding anything to the contrary herein contained, it is
understood that the PREMISES are being let on an "as is" basis with no premise
to alter, remodel, decorate, clean, or improve the PREMISES or the Building and
no representation or warranty expressed or implied, respecting the condition of
the PREMISES or the Building having been made.

     It is further understood that to the extent that any repairs, replacements
or corrections are required to be made to the PREMISES and/or Building of any
kind whatsoever, to cause same to comply with any applicable law, rule or
regulation, whether federal, state or local, that the cost thereof shall be
fully the responsibility of TENANT.

                                      35.

                                     Notice

     Any notice from LANDLORD to TENANT or from TENANT to LANDLORD may be
served personally or by mail. If served by mail, notice shall be deemed served
on the second day after mailing by registered or certified mail, addressed to
TENANT at the PREMISES or to LANDLORD at the place from time to time
established for the payment of rent and a copy thereof shall until further
notice, be served personally or by registered or certified mail to LASALLE
NATIONAL BANK, Trustee under Trust Number 113096, c/o LaSalle National Bank,
135 South LaSalle Street, Chicago, Illinois. In the event of a release or
threatened release of pollutants or contaminants to the environment resulting
from TENANT's activities at the site or in the event any claim, demand, action
or notice is made against the TENANT regarding TENANT's failure or alleged
failure to comply with any local, state and federal environmental rules,
regulations, statutes and laws, the TENANT shall immediately notify the
LANDLORD in writing and shall give to LANDLORD copies of any written claims,
demands or actions, or notices so made.

                                      36.

                                    Deposit

     TENANT will deposit with LANDLORD the sum of One Thousand Seven Hundred
Ninety-Nine and 17/100 ($1,799.17) DOLLARS as security for the full and
faithful performance of every provision of this Lease to be performed by
TENANT. If TENANT defaults with respect to any provision of this Lease,
including but not limited to the provisions relating to the payment of rent,
LANDLORD may use, apply or retain all or any part of this security deposit for
the payment of any rent and any other sum in default, or for the payment of
any other amount which LANDLORD may spend or become obligated to spend by
reason of TENANT's default or to compensate LANDLORD for any other loss or
damage which LANDLORD may suffer by reason of TENANT's default. If any portion
of said deposit is to be used or applied, TENANT shall within ten (10) days
after written demand therefor deposit cash with LANDLORD in an amount
sufficient to restore the security deposit to its original amount and TENANT's
failure to do so shall be a material breach of this Lease. LANDLORD shall not
be required to keep this security deposit separate from its general funds and
TENANT shall not be entitled to interest on such deposit. If TENANT shall fully
and faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to TENANT (or at
LANDLORD's option to the last assignee or TENANT's interest hereunder) at the
expiration of the lease term and upon TENANT's vacation of the PREMISES.


                                       17
   18
                                      37.

                                Rights Reserved

          LANDLORD reserves the following rights, exercisable without notice and
without liability to TENANT for damage or injury to property, person or business
and without effecting an eviction, constructive or actual or disturbance of
TENANT'S use of possession or giving rise to any claim for set-off or abatement
of rent:

          (a)  To change the Building's name or street address;

          (b)  To install, affix and maintain any and all signs on the exterior
               of the Building;

          (c)  To designate and approve, prior to installation, all types of
               window shades, blinds, drapes, awnings, window ventilators and
               other similar equipment and to control all lighting interior or
               exterior of the Building;

          (d)  To designate, restrict and control all sources from which TENANT
               may obtain sign painting and lettering, drinking water, food and
               beverages or other services on the PREMISES, and in general to
               designate, limit, restrict and control any service in or to the
               Building and its TENANT, provided such services as are designated
               by LANDLORD are reasonably competitive as to the rates charged
               thereby. No vending or dispensing machines of any kind shall be
               placed in or about the PREMISES without the prior written consent
               of LANDLORD. Notwithstanding the foregoing, it is understood that
               TENANT shall have the right to operate beverage machines,
               microwave ovens, and refrigerators for the convenience of its
               employees and invitees;

          (e)  To retain at all times, and to use in appropriate instances, keys
               to all doors within and into the PREMISES. No locks or bolts
               shall be altered, changed or added without the prior written
               consent of LANDLORD;

          (f)  To decorate or to make repairs, alterations, additions or
               improvements, whether structural or otherwise, in and about the
               Building, or any part thereof, and for such purpose to enter
               upon the PREMISES, and during the continuance of said work to
               temporarily close doors, entryways, and public spaces in the
               building and to interrupt or temporarily suspend Building
               services and facilities;

          (g)  To prescribe the location and style of the suite number and
               identification sign or lettering for the PREMISES occupied by
               TENANT;

          (h)  To enter the PREMISES at reasonable hours for reasonable
               purposes, including inspection and supplying any service to be
               provided to TENANT hereunder;

          (i)  To require all persons entering or leaving the Building during
               such hours as LANDLORD may from time to time reasonably
               determine to identify themselves to watchmen by designation or
               otherwise, and to establish their right to enter or leave in
               accordance with the provisions of Paragraph 19 hereof. LANDLORD
               shall not be liable in damages for any error with respect to
               admission to or eviction or exclusion from the Building of any
               person. In case of fire, invasion, insurrection, mob, riot, civil
               disorder, public excitement or other commotion, or threat
               thereof, LANDLORD reserves the right to limit or prevent access
               to the Building during the continuance of the same or otherwise
               take such action or preventive measures deemed necessary by
               LANDLORD for the safety of the tenants or other occupants of the
               Building or the protection of the Building and the property in
               the Building. TENANT

                                       18
   19
               agrees to cooperate in any reasonable safety program developed
               by LANDLORD;

          (j)  To control and prevent access to common areas and other
               non-general public areas pursuant to Appendix "B" attached to
               this Lease;

          (k)  From time to time to make and adopt such reasonable rules and
               regulations, in addition to or other than or by way of amendment
               or modification of the rules and regulations contained in
               Appendix "B" attached to this Lease or other sections of this
               Lease, for the protection and welfare of the Building and its
               tenants and occupants, as the LANDLORD may determine, and the
               TENANT agrees to abide by all such rules and regulations;

          (l)  To have and retain a paramount title to the PREMISES free and
               clear of any act of TENANT;

          (m)  To grant to anyone that exclusive right to conduct any business
               or render any services in the Building;

          (n)  To approve the weight, size and location of safes and other heavy
               equipment and articles in and about the PREMISES and the
               Building, and to require all such items and furniture to be moved
               into and out of the Building and the PREMISES only at such times
               and in such manner as LANDLORD shall direct in writing. Movements
               of TENANT'S property into or out of the Building and within the
               Building are entirely at the risk and responsibility of TENANT
               and LANDLORD reserves the right to require permits before
               allowing any such property to be moved into or out of the
               building.

                                      38.

                             Substitution of Space

          At any time hereafter, LANDLORD may substitute for the PREMISES other
Premises (herein referred to as "THE NEW PREMISES") provided:

          (a)  The new premises shall be similar to the PREMISES in area and use
               for TENANT'S purposes and shall be located in the Building or in
               any adjacent or contiguous building of LANDLORD and if TENANT is
               already in occupancy of the PREMISES, then in addition;

          (b)  LANDLORD shall pay the expense of TENANT for moving from the
               PREMISES to THE NEW PREMISES and for improving THE NEW PREMISES
               so they are substantially similar to the PREMISES;

          (c)  Such move shall be made during evenings, weekends, or otherwise
               so as to incur the least inconvenience to TENANT; and

          (d)  LANDLORD shall first give TENANT at least thirty (30) days'
               notice before making such change. If LANDLORD shall exercise his
               right hereunder, THE NEW PREMISES shall thereafter be deemed, for
               purposes of this Lease, as the PREMISES.

                                      39.

                               Real Estate Broker

          TENANT represents that TENANT had dealt directly with and only with
The Alter Group as broker in connection with this Lease and agrees to indemnify
and hold LANDLORD harmless from all claims or demands of any other broker or
brokers for any commission alleged to be due such broker or brokers in
connection with its participating in the negotiation with TENANT of this Lease.

                                      19.




   20
                                      40.

                            Miscellaneous Provisions
                            ------------------------

     (a)  The term "OFFICE" or "OFFICES" wherever used in this Lease, shall not
          be construed to mean or permit the PREMISES to be used as a store or
          stores, for the sale or display, at any time, of goods, wares, or
          merchandise of any kind, or as a restaurant, shop, booth, bootblack,
          or other stand, barbershop, or for other similar purposes or for
          manufacturing. The words "RE-ENTER" or "RE-ENTRY" as used in this
          Lease, are not restricted to their technical legal meaning. The term
          "LANDLORD" as used in this Lease means only the LANDLORD from time to
          time and upon conveying its interest, such conveying LANDLORD shall be
          relieved from any further obligation or liability.

     (b)  Time is of the essence of this Lease and each and all of its
          provisions.

     (c)  Submission of this instrument for examination or signature by TENANT
          does not constitute a reservation or offer or option for lease, and it
          is not effective as a lease or otherwise so as to incur the lease
          inconvenience to TENANT; and

     (d)  The invalidity or unenforceability of any provision hereof shall not
          affect or impair any other provisions.

     (e)  This Lease shall be governed by and construed pursuant to the laws of
          the State of Illinois.

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

     (g)  TENANT agrees to provide to LANDLORD, upon request, a current
          financial statement of TENANT certified by an authorized
          representative of TENANT to be true and correct, and further agrees
          to provide any other financial information reasonably requested by
          LANDLORD.

     (h)  All rights and remedies of LANDLORD under this Lease, or that may be
          provided by law, may be exercised by LANDLORD in its own name
          individually, or in its name by its agent, and all legal proceedings
          for the enforcement of any such rights or remedies, including
          distress for rent, forcible detainer, and any other legal or
          equitable proceedings, may be commenced and prosecuted to final
          judgment and execution by LANDLORD in its own name individually or in
          its name or by its agent. TENANT conclusively agrees that LANDLORD
          has full power and authority to execute this Lease and to make and
          perform the agreements herein contained and TENANT expressly
          stipulates that any rights or remedies available to LANDLORD either
          by the provision of this Lease or otherwise may be enforced by
          LANDLORD in its own name individually or in its name by agent or
          principal.

     (i)  Any of the covenants and conditions of this Lease shall survive
          termination of the Lease.

     (j)  The marginal headings and titles to the paragraphs of this Lease are
          not a part of this Lease and shall have no effect upon the
          construction or interpretation of any part hereof.

     (k)  If TENANT is a corporation and if at any time during the Lease Term
          the person or persons who owns a majority of

                                       20
   21
          its voting shares at the time of the execution of this Lease cease to
          own a majority of such shares (except as a result of transfers by
          gift, bequest or inheritance) TENANT shall so notify LANDLORD and
          LANDLORD may terminate this Lease by notice to TENANT given within
          ninety (90) days thereafter. This Section shall not apply whenever
          TENANT is a corporation, the outstanding voting stock of which is
          listed on a recognized security exchange or if at least ninety (90%)
          percent of its voting stock is owned by another corporation, the
          voting stock of which is so listed. For the purposes of this Section,
          stock ownership shall be determined in accordance with the principles
          set forth in Section 544 of the Internal Revenue Code of 1954 as the
          same existed on August 16, 1954, and the term "voting stock" shall
          refer to shares of stock regularly entitled to vote for the election
          of directors of the corporation.

     (l)  This Lease includes appendices A, B, and C which are expressly made a
          part of this Lease.

     (m)  Upon termination of the Lease or upon TENANT'S abandonment of the
          leasehold, the TENANT shall, at its sole expense, remove any equipment
          which may cause contamination of the property, and shall clean up any
          existing contamination in compliance with all applicable local, state
          and federal environmental rules, regulations, statutes and laws or in
          accordance with orders of any governmental regulatory authority.

     (n)  WAIVER OF RIGHT TO TRIAL BY JURY. LANDLORD and TENANT hereby waive any
          right to a trial by jury in any action or proceeding based upon, or
          related to, the subject matter of this Lease. This waiver is
          knowingly, intentionally, and voluntarily made by each of parties
          hereto and each party acknowledges to the other that neither the other
          party nor any person acting on its respective behalf has made any
          representations to induce this waiver of trial by jury or in any way
          to modify or nullify its effect. The parties acknowledge that they
          have read and understand the meaning and ramifications of this waiver
          provision and have elected same of their own free will.

                                      41.

                       Tenant-Corporation or Partnership

     In case TENANT is a corporation, TENANT represents and warrants that this
Lease has been duly authorized, executed and delivered by and on behalf of the
TENANT and constitutes the valid and binding agreement of the TENANT in
accordance with the terms hereof. In case TENANT is a partnership, TENANT
represents and warrants that all of the persons who are general or managing
partners in said partnership have executed this Lease on behalf of TENANT, or
that this Lease has been executed and delivered pursuant to and in conformity
with a valid and effective authorization therefor by all of the general or
managing partners of such partnership, and is and constitutes the valid and
binding agreement of the partnership and each and every partner therein in
accordance with its terms. Also, it is agreed that each and every present and
future partner in TENANT shall be and remain at all times jointly and severally
liable hereunder and that the death, resignation or withdrawal of any partner
shall not release the liability of such partner under the terms of this Lease
unless and until the LANDLORD shall have consented in writing to such release.

                                      42.

                             Successors and Assigns

     The covenants and conditions herein contained shall apply to and bind the
respective heirs, successors, Executors, administrators, and assigns of the
parties hereto. The terms "LANDLORD" AND "TENANT" shall


                                       21
   22
include the successors and assigns of either such party, whether immediate or
remote.

                                      43.

                             Right of First Refusal

     So long as TENANT is not in default hereunder, LANDLORD hereby agrees to
give TENANT the right of first refusal for the adjacent 2,100 square feet as
shown on Appendix "A" as "Contiguous Space." Upon written receipt from LANDLORD
of the Terms and Conditions offered to a third party to lease all or a portion
of such Contiguous Space, TENANT shall have five (5) business days upon which
to accept such terms and conditions to lease said space.

     IN WITNESS WHEREOF, the LANDLORD and TENANT have executed this Lease the
day and year first above written.

TENANT:                            LANDLORD:

QUOTESMITH CORPORATION             SEE RIDER ATTACHED HERETO AND MADE A PART OF
                                   LEASE
                                     LASALLE NATIONAL TRUST, N.A. as 
                                     Successor Trustee to LaSalle National
                                     Bank Trustee under Trust No. 113096.

                                         AS TRUSTEE AND NOT INDIVIDUALLY

BY: /s/Robert S. Bland               BY:  /s/ ILLEGIBLE
    ------------------                   ---------------------------------
                                                   VICE PRESIDENT

ATTEST:                              ATTEST: /S/ NANCY A. STACK
        --------------                       -----------------------------   
                                                  ASSISTANT SECRETARY




     RIDER ATTACHED TO AND MADE A PART OF LEASE DATED   8/30/94
                                                      -----------

This LEASE is executed by LA SALLE NATIONAL TRUST, N.A., not personally but as
Trustee as aforesaid, in the exercise of the power and authority conferred upon
and vested in it as such Trustee, and under the express direction of the
beneficiaries of a certain Trust Agreement dated 3/11/88 and known as Trust 
                                                 -------
No. 113096 at LA SALLE NATIONAL TRUST, N.A., to all provisions of which Trust 
    ------
Agreement this LEASE is expressly made subject. It is expressly understood and
agreed that nothing herein or in said LEASE contained shall be construed as
creating any liability whatsoever against said Trustee personally, and in
particular without limiting the generality of the foregoing, there shall be no
personal liability to pay any indebtedness accruing hereunder or to perform any
covenants, either express or implied, herein contained, or to keep, preserve or
sequester any property of said Trust, and that all personal liability of said
Trustee of every sort, if any, is hereby expressly waived by said Lessee, and
that so far as said Trustee is concerned the owner of any indebtedness or
liability accepting hereunder shall look solely to the premises hereby leased
for the payment thereof. It is further understood and agreed that said Trustee
has no agents or employees and merely holds naked legal title to the property
herein described; that said Trustee has no control over, and under this LEASE
assumes no responsibility for (1) the management or control of such property,
(2) the upkeep, inspection, maintenance or repair of such property (3) the
collection of rents or rental of such property, or (4) the conduct of any
business which is carried on upon such premises. Trustee does not warrant,
indemnify, defend title nor is it responsible for any environmental damage.

                                       44

  
   23
                                  APPENDIX "A"

                                  [FLOOR PLAN]


   24
                                  APPENDIX "B"

                       RULES AND REGULATIONS ATTACHED TO
                          AND MADE PART OF THIS LEASE

     1. TENANT shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may in LANDLORD'S judgment
appear unsightly from outside the premises of the Building. LANDLORD shall
furnish and install building standard window blinds at all exterior windows.

     2. The sidewalks, passages, exits, and entrances shall not be obstructed by
TENANT or used by TENANT for any purpose other than for ingress to and egress
from the Premises. The passages, exits, entrances, and roof are not for the use
of the general public and the LANDLORD shall in all cases retain the right to
control and prevent access thereto by all persons whose presence in the judgment
of LANDLORD, reasonably exercised, shall be prejudicial to the safety,
character, reputation and interests of the Building. Neither TENANT nor any
employees or invitees of any TENANT shall go upon the roof of the building.

     3. The toilet rooms, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and to the
extent caused by TENANT or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by TENANT.

     4. No cooking shall be done or permitted by TENANT on the Premises, nor
shall the Premises be used for lodging.

     5. TENANT shall not bring upon, use or keep in the Premises or the Building
any kerosene gasoline or inflammable or combustible fluid or material, or use
any method of heating or air conditioning other than that supplied by LANDLORD.

     6. LANDLORD shall have sole power to direct electricians as to where and
how telephone and other wires are to be introduced. No boring or cutting for
wires will be allowed without the consent of LANDLORD. The location of
telephone, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of LANDLORD.

     7. Upon the termination of the tenancy, TENANT shall deliver to the
LANDLORD all keys or electronic key cards and passes for offices, rooms, parking
lot and toilet rooms which shall have been furnished TENANT. In the event of
loss of any keys or electronic key cards so furnished, TENANT shall pay the
LANDLORD therefor. TENANT shall not make or cause to be made any such keys or
electronic key cards and shall order all such keys or electronic key cards
solely from LANDLORD and shall pay LANDLORD for any additional such keys or
electronic key cards over and above the keys furnished by LANDLORD at occupancy.

     8. TENANT shall not install linoleum, tile, carpet or other floor coverings
so that the same shall be affixed to the floor of the Premises in any manner
except as approved by the LANDLORD.

     9. TENANT shall cause all doors to the Premises to be closed and securely
locked before leaving the Building at the end of the day.

     10. Without the prior written consent of LANDLORD, TENANT shall not use the
name of the Building or any picture of the Building in connection with or in
promoting or advertising the business of TENANT except TENANT may use the
address of the Building as the address of its business.

     11. TENANT shall refrain from attempting to adjust any heat or air
conditioning controls other than room or system thermostats installed within the
PREMISES for TENANT'S use.

     12. TENANT assumes full responsibility for protecting the Premises from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to Premises closed and secured.

     13. Peddlers, solicitors and beggars shall be reported to the office of the
Building or as LANDLORD otherwise requests.


                                       24

   25
     14. TENANT shall not advertise the business, profession or activities of
TENANT conducted in the Building in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

     15. TENANT shall allow no animals or pets to be brought or to remain in
the Building or any part thereof.

     16. TENANT acknowledges that Building security problems may occur which
may require the employment of extreme security measures in the day-to-day
operation of the Building. Accordingly:

          (a)  LANDLORD may at any time, or from time to time, or for regularly
               scheduled time periods, as deemed advisable by LANDLORD and/or
               its agents, in their sole discretion, require that persons
               entering or leaving the Building identify themselves to watchmen
               or other employees designated by LANDLORD by registration,
               identification or otherwise.

          (b)  LANDLORD may at any time, or from time to time or for regularly
               scheduled time periods, as deemed advisable by LANDLORD and/or
               its agents, in their sole discretion, employ such other security
               measures as but not limited to the search of all persons,
               parcels, packages, etc., entering and leaving the Building, the
               evacuation of the Building and the denial of access of any person
               to the Building.

          (c)  TENANT hereby assents to the exercise of the above discretion of
               LANDLORD and its agents, whether done acting under reasonable
               belief of cause or for drills, regardless of whether or not such
               action shall in fact be warranted and regardless of whether any
               such action is applied uniformly or as aimed at specific persons
               whose conduct is deemed suspicious.

          (d)  The exercise of such security measures and the resulting
               interruption of service and cessation or loss of TENANT'S
               business, if any, shall never be deemed an eviction or
               disturbance of TENANT's use and possession of the Premises, or
               any part thereof, or render LANDLORD liable to TENANT for damages
               or relieve TENANT from TENANT'S obligations under this Lease.

          (e)  TENANT agrees that it and its employees will cooperate fully with
               Building employees in the implementation of any and all security
               procedures.

     17. In the event carpeting is furnished by LANDLORD, TENANT will be fully
responsible for and upon LANDLORD'S request will pay for any damage to
carpeting caused by lack of protective mats under desk chairs or equipment or
any other abnormal puncture and wearing of carpet.

     18. TENANT shall comply with all applicable laws, ordinances, governmental
orders or regulations and applicable orders or directions from any public
office or body having jurisdiction, with respect to the Premises and the use or
occupancy thereof. TENANT shall not make or permit any use of the Premises which
directly or indirectly is forbidden by law, ordinances, governmental
regulations or order or direction of applicable public authority, or which may
be dangerous to person or property.

     19. TENANT shall not use or permit to be brought into the Premises or the
Building any flammable oils or fluids, or any explosive or other articles
deemed hazardous to persons or property, or do or permit to be done any act or
thing which will invalidate or which if brought in would be in conflict with
any insurance policy covering the Building or its operation, or the Premises,
or any part of either, and will not do or permit to be done anything in or upon
the Premises, or bring or keep anything therein, which shall not comply with
all rules, orders, regulations or requirements of any organization, bureau,
department or body having jurisdiction with respect thereto (and TENANT shall
at all times comply with all such rules, orders, regulations or requirements),


                                       25





   26
or which shall increase the rate of insurance on the Building, its
appurtenances, contents or operation. The foregoing prohibitions shall include
but not be limited to the discharge of any toxic wastes, or other hazardous
materials in violation of any law, ordinance, statute, rule or insurance
regulation.

     20.  If TENANT desires signal, communication, alarm or other utility or
similar service connections installed or changed, TENANT shall not install or
change the same without the approval of LANDLORD and then only under direction
of Landlord and at TENANT'S expense. TENANT shall not install in the Premises
any equipment which requires a substantial amount of electrical current without
the advance written consent of the LANDLORD and TENANT shall ascertain from the
LANDLORD the maximum amount of load or demand for or use of electrical current
which can safely be permitted in the Premises, taking into account the capacity
of the electric wiring in the Building and the Premises and the needs of other
tenants of the Building, and shall not in any event connect a greater load than
such safe capacity.

     21.  Service requirements of TENANT will be attended to only upon
application to management of the Building. Employees of LANDLORD shall not
perform any work or do anything outside of their regular duties unless under
special instruction from LANDLORD.

     22.  No TENANT shall obtain for use upon the premises ice, drinking water,
towel and other similar services on the Premises, except from persons authorized
by the LANDLORD and at the hours and under regulations fixed by the LANDLORD.

     23.  LANDLORD reserves the right to exclude or expel from the Building any
person who, in the judgment of LANDLORD is intoxicated or under the influence of
liquor or drugs or who shall in any manner do any act in violation of any of the
rules and regulations of the building.

     24.  No vending machines of any description shall be installed, maintained
or operated in the Premises without the written consent of LANDLORD.

     25.  TENANT shall not (i) install or operate any internal combustion
engine, boiler, machinery, refrigerating, heating or air-conditioning apparatus
in or about the Premises; (ii) carry on any mechanical business in or about the
Premises without the written permission of LANDLORD; (iii) exhibit, sell or
offer for sale, use, rent or exchange in the Premises or Building any article,
thing or service except those ordinarily embraced within the permitted use of
the Premises specified in this Lease; (iv) use the Premises for housing, lodging
or sleeping purposes; (v) permit preparation or warming of food in the Premises
or permit food to be brought into the Premises for consumption therein (warming
of coffee and individual lunches of employees excepted) except by express
permission of LANDLORD; (vi) place any radio or television antennae on the roof
or on or in any part of the inside or outside of the Building other than the
inside of the Premises; (vii) operate or permit to be operated any musical or
sound producing instrument or device inside or outside the Premises which may be
heard outside the Premises; (viii) use any illumination or power for the
operation of any equipment or device other than electricity; (ix) operate any
electrical device from which may emanate electrical waves which may interfere
with or impair radio or television broadcasting or reception from or in the
Building or elsewhere; (x) bring or permit to be in the Building any bicycle or
other vehicle, or dog (except in the company of a blind person) or other animal
or bird; (xi) make or permit any objectionable noise or odor to emanate from the
Premises; (xii) disturb, solicit or canvas any occupant of the Building; (xiii)
do anything in or about the Premises tending to create or maintain a nuisance or
do any act tending to injure the reputation of the Building; or (xiv) throw or
permit to be thrown or dropped any article from any window or other opening in
the Building.

     26.  From time to time LANDLORD reserves the right to amend and modify
these rules and regulations.


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