SOURCE INTERLINK COMPANIES INC
LEASE AGREEMENT - RIVERVIEW ASSOCIATES LP
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>13
<FILENAME>c69209ex10-31.txt
<DESCRIPTION>LEASE AGREEMENT - RIVERVIEW ASSOCIATES LP
<TEXT>
<PAGE>
                                                                   Exhibit 10.31
                              OFFICE BUILDING LEASE

         This Office Building Lease (this "LEASE") is made as of the 9th day of
August, 2001, by and between RIVERVIEW ASSOCIATES LIMITED PARTNERSHIP, a Florida
limited partnership (the "LANDLORD"), and THE SOURCE INTERLINK COMPANIES., a
Missouri corporation (the "TENANT").

                                    RECITALS

         A. Landlord is the tenant under a Ground Lease as hereinafter defined
for certain real property more particularly described in EXHIBIT A attached
hereto (the "Land"), and intends to develop on a portion of the Ground Lease
Land a four (4) story office building referred to as Building Seven which
address shall be 27500 Riverview Center Blvd, Bonita Springs, Fl 34134,
(hereinafter referred to as "Building VII" or "Office Building") according to
the plans and specifications ("Plans and Specifications") attached hereto as
EXHIBIT B-1, as supplemented by EXHIBITS B-2 THROUGH B-4 as further described in
Section 4 herein, together with the parking structure and other improvements as
generally depicted on the site plan attached hereto as EXHIBIT C (hereinafter
referred to as "Office Building Project").

         B.       Tenant desires to lease certain space in Building VII.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                                   AGREEMENTS:

1.       DEFINITIONS

         The following terms shall have the meanings set forth in this Section
1, unless the context otherwise requires:

         1.1 "ADDITIONAL RENT" means any rent payable by Tenant in addition to
Fixed Rent, as provided in Section 5 below.

         1.2 "COMMON AREAS" means all areas, facilities and systems within the
Office Building Project which are neither leased nor designated for lease to
tenants, but which are (or at any time hereafter may be) designated by Landlord
for the general use, benefit or convenience of tenants and permitted occupants
of the Office Building Project and their agents, employees, customers, suppliers
and other invitees.

         1.3 "GROUND LEASE" means a lease entitled "Net Lease And Agreement"
dated August 30, 2000, for the Ground Lease Land by and between John S. McGarvey
and Joanne H McGarvey, as ground lease landlord, and Riverview Associates
Limited Partnership, as ground lease tenant.

         1.4 "INTERIOR COMMON AREAS" means all lobbies, corridors, hallways,
elevator foyers, restrooms, mailrooms, mechanical and electrical rooms, janitor
closets and other Common Areas located in or about the Office Building.

         1.5 "LEASE DATE" means the date hereof.



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         1.6 "LEASE YEAR" means each consecutive twelve (12) month period
commencing on the Commencement Date.


         1.7 "LOAD FACTOR" means the factor, determined by Landlord, for
calculating a portion of the Interior Common Areas attributable to the Premises.
Landlord and Tenant acknowledge that the estimated Load Factor for Building and
the Premises is 10%, which was determined as follows: the total estimated square
footage area of the Interior Common Areas of Building VII, taken as the
numerator, divided by a denominator equal to the total estimated Useable Square
Feet of Building VII. The final Load Factor will be determined using the BOMA
method upon completion of the Office Building.

         1.8 "PREMISES" means that certain office space known Floors 3 and 4
which is identified on EXHIBIT D attached hereto (and are the two highest floors
in the Office Building), consisting of approximately 46,312 Usable Square Feet
(subject to adjustment as provided in Section 2.2 below) and 50,943 Rentable
Square Feet.

         1.9      "RENT" means Fixed Rent and Additional Rent.

         1.10 "RENTABLE AREA" means the sum of (i) the Usable Square Feet, plus
(ii) the amount arrived at multiplying the Usable Square Feet times the
applicable Load Factor which for the purposes of this Lease is agreed to be
50,943 square feet , unless adjusted as otherwise provided in this Lease.

         1.11 "RIVERVIEW CORPORATE CENTER" means the mixed use commercial office
park complex developed and operated of which the Office Building Project is a
part.

         1.12 "RIVERVIEW CORPORATE CENTER COMMON AREAS" means those areas used
in common with other office building projects within Riverview Corporate Center
including but not limited to roadways, walkways, sewer pump stations and storm
management systems, and parking areas. Building VII's proportion of this common
area expense shall be the percentage calculated by using the Rentable Area of
Building VII as the numerator and the total Rentable Area of all of the existing
buildings and those to be constructed to be constructed including building VII
at Riverview Corporate Center as the denominator.

         1.13 "TENANT DELAYS" means all delays resulting from acts and/or
omissions of Tenant, including, without limitation, (a) Tenant's failure to meet
the time milestones as may be reasonably established from time to time, (b)
Tenant's election to reasonably modify the Plans and Specifications as described
in Exhibit B, and/or (c) Tenant's delay in paying Landlord for the cost of
Tenant's Fitout in excess of the Plans and Specifications.

         1.14 "USABLE SQUARE FEET" means the number of square feet of usable
area as determined in accordance with applicable BOMA standards in effect as of
the Lease Date; provided, however, that any area on a floor occupied entirely by
a single tenant which would otherwise be Interior Common Areas shall instead
constitute Usable Square Feet of such tenant for all purposes under this Lease.
Landlord's architect's measurement shall be used, absent manifest error. The
parties agree that the Useable Square Feet of the Premises is 46,312, unless
adjusted as otherwise provided in this Lease.



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<PAGE>

2.       LEASE OF PREMISES

         2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises. Except as otherwise provided in this Lease, Tenant shall
also have the non-exclusive right to use the Common Areas and Riverview
Corporate Center Common Areas as provided in Section 13 below.

         2.2 The determination of the Usable Square Feet of the "as-built"
Premises shall be determined and certified by both Landlord's and Tenant's
architect using the BOMA method, which determination shall be subject to the
review and approval of Tenant's architect. If the certified Usable Square Feet
of the Premises differs from that set forth in Section 1.12 above, each of the
Fixed Rent, Load Factor, Rentable Area and Tenant's Share shall, if applicable,
be revised accordingly; provided, however the final Usable Square Feet shall not
exceed the amount set forth in this lease by more than two percent (2%).

         2.3 Landlord shall deliver possession of the Premises to Tenant
pursuant to the terms of Paragraph 4 hereof. Notwithstanding the foregoing,
Landlord will not be obligated to deliver possession of the Premises to Tenant
until Landlord has received from Tenant (i) the first installment of Fixed Rent,
(ii) a copy of certificates of each insurance policy required hereunder, and
(iii) a copy of Tenant's temporary or permanent certificate of occupancy from
Lee County, Florida.

         2.4 Tenant acknowledges that except as specifically set forth herein,
neither Landlord nor any agent of Landlord has made, except as may be
specifically set forth herein, any representation or warranty with respect to
the Premises, the Office Building, the Office Building Project (or any portion
thereof) or the suitability of any of the foregoing for the conduct of Tenant's
business.


3.       TERM

         3.1 The Premises are leased to Tenant for a term (the "TERM") of twelve
(12) years commencing upon the later of June 1, 2002 or the day following the
day when a temporary or permanent Certificate of Occupancy from Lee County is
issued and Tenant can reasonably and conveniently use and occupy the Premises
for the conduct of its ordinary business, even though minor decoration and
mechanical adjustments remain to be completed by the Landlord (the "COMMENCEMENT
DATE") and ending on the date that is the later to occur of May 31, 2014, or (a)
the day immediately preceding the twelfth (12th) anniversary of the Commencement
Date (the "TERMINATION DATE") or, if properly renewed in accordance herewith,
the last day of the applicable Renewal Term, or (b) the day upon which this
Lease is sooner terminated in accordance with the terms hereof. Landlord shall
use its reasonable best efforts to have the Commencement Date occur not later
than May 31, 2002 as further described in Section 4 hereof. In no event shall
Tenant be obligated to take possession of the Office Building if the following
have not been installed and in good working order: (a) building lobby, (b)
hallways on each floor in which Tenant is occupying space, including, without
limitation, the walls, ceiling and lighting, (c) all elevators HVAC, utilities
and plumbing service for the Premises, (d) in Tenant's space, all ceilings,
flooring, lighting, walls, partitions, doors and hardware, (e) Landlord has not
unreasonably interfered with Tenant's installation in the Premises of all
equipment necessary to operate Tenant's business.

         3.2 Within thirty (30) days of the Commencement Date, Landlord and
Tenant shall execute and deliver to each other a certificate ("Commencement Date
Certificate") in the form attached hereto as EXHIBIT E which shall: (i) confirm
the Commencement Date and Termination Date, and such other information as either
party shall reasonably request, and (ii) include a "punch list" of defects of
the Landlord's Work and the Tenant Fitout with respect to the Office Building.
Within sixty (60) days following the commencement date, the Landlord shall cause
the defects set forth on the punch list in such



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certificate to be corrected.

         3.3 Renewal Terms, if any, shall be governed by the provisions of
EXHIBIT F atTached hereto.

4.       LANDLORD CONSTRUCTION

         Landlord shall construct the Office Building and related parking garage
substantially in accordance with the plans and specifications prepared by Harry
Bopp, AIA dated July 13, 2001 and July 30, 2001 under project name "The Source
Interlink Company", a copy of which is attached as EXHIBIT B-1, which sets forth
among other things, the site plan for the Premises, the Office Building
elevation, Office Building entrance features, floor plates of the Office
Building, and the specifications for the electrical, mechanical, plumbing, and
HVAC system for the Office Building (the "Plans and Specifications"). The Plans
and Specifications have been prepared based on the standards and specifications
set forth in the following exhibits and are supplemented by each of the
following exhibits: (i) the standards and specifications for the Office Building
as a whole which are indicated in the attached EXHIBIT B-2, (ii) the general
standards and specifications for Premises as a whole which are indicated in the
attached EXHIBIT B-3, and (iii) the standards and specifications for the
Executive Portion of the Premises which are indicated in the attached EXHIBIT
B-4. The improvement of the Premises as described in Exhibits B-3 and B-4 is
referred to herein as the "Tenant Fitout". Landlord shall consult, not less
often than weekly, with Tenant's designated consultant, who is initially Chuck
Schmitt with the firm of Barany Schmitt Summers Weaver ("Tenant's Construction
Consultant"), in creating, modifying and changing the Plans and Specifications
through out the construction process. All changes to the Plans and
Specifications involving more than $5,000 or changing the standard of the Office
Building Project must be consented to by Tenant in writing, whose consent may
not be unreasonably withheld or delayed. The parties have agreed that Landlord
shall deliver the Premises in accordance with Plans and Specifications at no
charge to Tenant other than: (1) the Rent indicated hereunder, and (2) Tenant's
contribution of $130,211 (the "Tenant Contribution") towards the Tenant Fitout.
In the event that Tenant requests changes to the Plans and Specifications which
relate to Tenant Fitout and such changes result in an increase in the cost of
the Tenant Fitout, then Tenant shall pay for the actual out of pocket cost of
such changes to the Plans and Specifications. In the event that Tenant requests
changes to the Plans and Specifications which relate to Tenant Fitout and such
changes result in a decrease in the cost of the Tenant Fitout, then Tenant shall
receive a reduction in first, the Tenant Contribution, then Rent, in an amount
equal to the actual out of pocket cost of such changes to the Plans and
Specifications. Landlord and Tenant shall agree in writing as the nature and
amount of such changes prior to Landlord making any such change. Landlord shall
invoice Tenant for such additional costs and payment of such additional costs
shall be due promptly after receipt of such invoice.

         Construction of the Office Building Project shall commence not later
than September 1, 2001, and Landlord shall diligently pursue construction to
completion. Without limiting the generality of the foregoing, in the event the
Landlord has not commenced construction of the Office Building Project by
October 1, 2001 (the "Construction Commencement Date") (as evidenced by laying
of the foundation), then Tenant shall have the right, but not the obligation, to
terminate this Lease within thirty (30) days after the Construction Commencement
Date. In addition, Landlord shall be responsible to construct the Office
Building shell in accordance with the Plans and Specifications. Attached hereto
as EXHIBIT G (the "Construction Schedule") is Landlord's good faith estimate of
the construction schedule for the Office Building Project. Landlord covenants
and agrees to deliver written notice ("Estimated Delivery Date Notice") to
Tenant of: (i) the estimated delivery date on: November 1, 2001, January 1,
2002, March 1, 2002, etc. ("each a "Milestone Date"), which written notice shall
be accompanied by a certificate of Landlord (in form and substance satisfactory
to Tenant and Tenant's Construction Consultant) setting forth a time line for
the delivery date of the Premises, and (ii) on any Milestone Date or any time
thereafter, Landlord reasonably believes or the Estimated Delivery Date Notice
indicates, that




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<PAGE>

construction on the Office Building Project is delayed to the extent that the
Landlord will not be reasonably capable of completing the Office Building
Project on the applicable delivery date, then Landlord shall provide written
notice thereof ("Construction Schedule Delay Notice"), and Tenant shall have a
one time (with respect to each Construction Schedule Delay Notice) right, but
not the obligation, to terminate this Lease within thirty (30) days after
receipt of such Construction Schedule Delay Notice. In the event the
Commencement Date has not occurred within thirty (30) days after the then
applicable final completion date as indicated on the then applicable
Construction Schedule, or such completion date can not reasonably be expected to
be met, then Tenant shall have the right, but not the obligation, to terminate
this Lease by providing written notice of such termination to Landlord.
Notwithstanding any other of this Section 4, the Construction Commencement Date
and each Milestone Date is subject to adjustment in the event of a delay caused
by a hurricane, tornado or other act of god and then only for the actual number
of days that construction on the site is directly impacted by such event, but
shall not be impacted by materials supplies, labor shortages or strikes, or
other matters relating to Landlord or or any contractor or subcontractor's
business, or the industry or general economic conditions.

5.       FIXED RENT; ADDITIONAL RENT; OPERATING EXPENSES; UTILITIES; REAL ESTATE
         TAXES; LATE CHARGES; SECURITY DEPOSIT

         5.1 FIXED RENT. From and after the Commencement Date, Tenant agrees to
pay to Landlord annual fixed rent for the Premises (the "FIXED RENT") in an
amount per annum calculated in the manner provided on EXHIBIT H. Fixed Rent
shall be payable during each Lease Year in equal monthly installments on the
first (1st) day of each calendar month during the Term. The parties acknowledge
and agree that Tenant is receiving four (4) months free of Fixed Rent in the
first year of the Lease Term and one (1) month free of Fixed Rent in the second
year of the Lease Term. If the Commencement Date is a day other than the first
(1st) day of a calendar month, then Fixed Rent for any partial calendar month
shall be prorated on the basis of the actual number of days in such month. Fixed
Rent includes an annual allowance equal to the amount arrived at by multiplying
(i) $6.50 (subject to adjustment as described in Section 5.2 of this Lease)
times (ii) the Rentable Area of the Premises (the "OPERATING EXPENSE
ALLOWANCE"). All Fixed Rent shall be subject to Florida State sales tax.

         5.2 ADDITIONAL RENT. Landlord shall provide Tenant with notice not less
than thirty (30) days prior to each calendar year end during the Lease Term of
Landlord's good faith estimate of Operating Expenses ("Estimated Operating
Expenses") for the next calendar year. Such estimate shall be based the actual
Operating Expenses incurred by Landlord for such year and/or reasonably
anticipated costs for the ensuing year. Tenant agrees to pay as "Additional
Rent" on the first day of each month one twelfth (1/12th) of the difference
between Estimated operating Expenses less the Operating Expense Allowance.
Landlord and Tenant agree that the Additional Rent shall be calculated and paid
on a calendar year basis and not a Lease Year basis and shall be subject to
Florida State sales tax.

         5.3 CAM ADJUSTMENTS, AUDIT RIGHTS. Within ninety (90) days after the
end of each lease year or partial lease year, Landlord shall furnish to Tenant
an itemized statement ("Landlord's CAM Statement") showing in detail (with such
substantiating documentation as Tenant may reasonably request) the (i) total
Common Area operating expenses, Taxes and Insurance for the immediately
preceding Lease Year and Partial Lease Year, (ii) the amount of Tenant's share
of such Common Area operating expenses, Taxes and Insurance, and (iii) the
payments made by Tenant during the lease year or partial lease year and
thereupon there shall be an adjustment between Landlord and Tenant (Tenant
paying to Landlord any shortfall, and Landlord paying to Tenant any overage, as
the case may be) representing the difference between (i) actual Operating
Expenses and (ii) the amount Tenant paid for such year as the Operating Expense
Allowance portion of Fixed Rent and Additional Rent for such year. During
reasonable business hours and upon five (5) business days' prior written notice,
Tenant, or Tenant's authorized agent, shall have the right, not more frequently
than once in any calendar year, to examine and photocopy all of




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Landlord's (or Landlord's agent's) books and records pertaining to Common Area
operating expenses, charges for Insurance, Taxes or any other charges payable by
Tenant under this Lease. Any overbilling discovered by such audit shall be
promptly refunded to Tenant. In the event the overstatement of charges exceeds
five percent (5%) of the sum previously billed to Tenant by Landlord, Landlord
shall reimburse Tenant for all reasonable expenses of such audit. Landlord shall
retain its books and records regarding Common Area operating expenses, Insurance
and Taxes for a period of at least two (2) years following the final billing for
the calendar year in question.

         5.4 DEFINITION OF "OPERATING EXPENSES". As used herein, the term
"Operating Expenses" means all sums expended or incurred by Landlord in
connection with the Office Building Project, including the management,
operation, maintenance and repair thereto. Such sums shall include as
applicable, and without limitation (a) costs of materials, tools, equipment and
supplies, (b) reasonable costs of maintenance, operation, repair, replacement
(excepting roof and parking lot), restriping, cleaning and sweeping of the
Office Building Project (including, without limitation, the sidewalks, parking
garage(s) and lots, curbs, gutters, signs, sprinkler systems, landscaping,
plantings, lighting and other utilities, elevators, directional signs, lanes,
bumpers and markers, fire protection, alarm and security systems, lighting
systems, storm and sewage drainage systems, roof, utility systems and other
Common Areas and facilities), (c) labor costs, including payroll taxes and other
governmental charges, to implement the services set forth herein, (d) costs of
security equipment and personnel (including guards) which Landlord in its sole
and absolute discretion deems necessary or appropriate, (e) charges for
electricity, gas and all other utilities (without Landlord markup) furnished to
the Office Building Project, including any taxes on any of such utilities, (f)
personal property taxes, possessory interest taxes or amounts equivalent thereto
if no possessory interest taxes are assessed (other than Landlord's franchise,
stock transfer, income, estate or inheritance taxes); (g) rentals paid to third
parties for the use of repair, maintenance and operating equipment, machinery
and tools, and depreciation of owned equipment, machinery and tools; (h) Real
Estate Taxes; (i) premiums for insurance (including without limitation,
liability, casualty, automobile, pressure vessel, plate glass, business
interruption and fidelity coverage), (j) fees due to any applicable property
owners association including all prorated costs for Real Estate Taxes,
utilities, insurance and maintenance of the Riverview Corporate Center Common
Areas, (k) accounting, audit, verification, legal and other consulting fees, but
excluding such expenses incurred in connection with reducing or attempting to
reduce Operating Expenses and/or Real Estate Taxes and the preparation of bills
and statement to Tenants in respect of increase in Operating Expense and/or Real
Estate Taxes. Operating Expenses shall also include a fee payable to Landlord as
compensation for its management and administration, including, but not limited
to, accounting, bookkeeping, processing and collection expenses limited to a
percentage of Base Rent comparable to other Class "A" office buildings in Lee
County.

         Notwithstanding anything to the contrary, Operating Costs shall not
include: (a) depreciation of the original cost of constructing, erecting and
installing the Project, the common areas, common facilities and related
services; (b) principal and interest payments pursuant to any mortgage which
encumbers the Premises or rental payments made under any ground lease; (c) any
franchise, income or other taxes on the earnings of Landlord or which relate to
Landlord's right to do business; (d) administrative charges, management fees, or
administrative fees; (e) excess premiums for insurance covering the common areas
and/or the Project occasioned by the extra-hazardous use or activities of
occupants other than Tenant; (f) expenses incurred due to the negligence or
willful misconduct of Landlord or any occupant, or their respective agents or
employees; (g) expenses related to an individual tenant or to a particular
tenant space; (h) any cost, fees, fines or penalties, late fees or interest
thereon, incurred due to Landlord's failure to pay bills timely or due to
violations by Landlord or any tenant of any governmental law, ordinance code,
rule or regulation; or (i) capital expenditures (j) the cost of latent defects
and the cost of correcting defects in construction or after renovation of the
building (or any space therein) or the building systems, removal of
asbestos-containing material or Hazardous Substance, costs to comply with the
requirements of any laws,





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codes or other governmental regulations, including without limitation, the
Americans with Disabilities Act; (k) the cost of any work performed or service
provided (such as electricity) for any facility other than the building (such as
a garage facility or shuttle service) for which fees are charged or other
compensation received; (l) the cost of any items for which Landlord is
reimbursed by insurance proceeds, warranty, condemnation awards, a tenant of the
Project, or otherwise, (m) the cost of any repair or replacement due to casualty
or condemnation; (n) insurance premiums to the extent any tenant causes
Landlord's existing insurance premiums to increase or requires Landlord to
purchase additional insurance; (o) real estate brokerage or leasing commissions,
and executive salaries above the grade of building manager and superintendent,
legal fees, moving expenses, design or engineering fees, rental concessions or
credits, allowances, lease assumptions, lease cancellation fees or other costs
incurred in procuring tenants or other occupants, or any fee in lieu of
commissions; or (p) compensation representing an amount paid to an affiliated
person or entity of Landlord which is in excess of the amount which would have
been paid in the absence of such relationship, (q) wages and salaries of
Landlord's employees and agents for time not devoted to the Office Building
Project, (r) costs of any work, service or facilities performed for or furnished
to any tenant at such tenant's expense, or (s) ground rent.

                  Operating Expenses shall not include (i), (ii) sales, rental
and leasing costs and commissions, (iii) expenditures for capital improvements
and replacements not described above, (iv), (vi) costs of any items to the
extent Landlord is reimbursed by insurance or condemnation proceeds, tenants or
third parties, and (vii) depreciation.

         5.5 REAL ESTATE TAXES. As used herein, the term "real estate taxes"
means all real estate taxes which, for the purposes of this Paragraph, shall
mean all real property taxes and personal property taxes, charges, and
assessments which are levied, assessed upon or imposed by an governmental
authority during any calendar year of the term hereof with respect to the Office
Building and the land on which the Office Building is located and any
improvements, including, but not limited to, fixtures and equipment and all
other property of Landlord, real or personal, located in the Office Building and
used in connection with the operation of the Office Building and any tax which
shall be levied or assessed in addition to or in lieu of such real or personal
property taxes and any license fees, tax measured by or imposed upon rents, or
other tax or charge upon Landlord's business of leasing the Office Building.
Landlord shall have the right to institute a tax appeal on behalf of all Tenants
of the Office Building, the cost of said appeal shall be borne pro-rata by
Tenant. In addition, Landlord shall institute such a tax appeal if requested by
Tenant. In the event the tax contest results in a reduction in taxes already
paid, Tenant shall receive such refund amount as a lump sum payment from
Landlord when Landlord receives such payment from the taxing authority.

         5.6 RENT (Fixed and Additional) shall be paid in full in U.S. Dollars
at Landlord's address, without notice or demand, and without abatement,
deduction, suspension, offset, counterclaim or defense of any kind or nature
whatsoever except as may be specifically allowed herein or pursuant to
applicable law.

         5.7 LATE FEE PAYMENT. If Tenant fails to pay any installment of Rent
within ten (10) days after the due date (the "Late Payment Date"), then Tenant
shall pay to Landlord, without notice or demand, as Additional Rent hereunder, a
late payment fee equal to one percent (1%) of the unpaid amount; provided,
however, if Tenant fails to pay any installment of Rent by the Late Payment Date
twice in any twelve (12) month period then Tenant shall pay Landlord a late
payment fee equal to five percent (5%) of the installment of Rent which is past
due, which shall apply in lieu of the one percent (1%) fee. Tenant acknowledges
that such amount is fair and reasonable estimate of the additional costs which
Landlord will incur on account of such untimely payment.

         5.8 INTERRUPTION OF SERVICES. If for reasons within the control of
Landlord and not caused





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<PAGE>

by a force majeure event, any interruption, curtailment stoppage or suspension
of the services or systems shall continue for more than ten (10) consecutive
business days and shall render a substantial portion of the Premises unusable
for Tenant's intended operations therein, then all monthly rent payable by
Tenant shall abate beginning on the eleventh (11th) consecutive business day of
such failure and shall continue until use of such portion of the Premises is
restored.

6.       PARKING; SIGNS; DELIVERIES; ANTENNAE; EASEMENTS AND LICENSES

         6.1 All loading and unloading shall take place at the specified loading
areas of the Office Building and shall not interfere with the operation of the
Office Building Project or the businesses of other tenants. No trucks or
delivery vehicles shall be parked outside of the Office Building or any adjacent
building except when making a delivery or receiving goods for a delivery.
Tenant, their respective agents, contractors or employees (collectively the
"TENANT PARTIES") shall not park in driveways, loading areas or reserved parking
spaces of other tenants of the Office Building Project. Landlord agrees that the
Tenant's Parties, and other tenants within Building VII shall have the priority
right over tenants in any other office building located within the Riverview
Corporate Center to park within the Common Areas for Building VII. Landlord
reserves the right to further reasonably regulate the activities of Tenant in
regard to parking, deliveries and servicing of the Premises. Landlord shall
provide Tenant with not less two hundred (200) parking spaces and for any
additional space taken in the Office Building not less than four and 8/10 (4.8)
parking spaces for every 1,000 square feet of additional Usable Square Feet
occupied by Tenant. Such parking spaces shall be in the parking garage adjacent
to the Office Building. Landlord shall provide Tenant with a minimum of fifteen
(15) reserved parking spaces in an area of the parking garage designated by
Tenant, but in no event shall Tenant's reserved parking spaces be less than one
half of the reserved parking spaces for the office Building.

         6.2 Except as otherwise provided herein, no awning, canopy, placard,
exterior lighting (except for signage related lighting), aerial or antenna shall
be placed, affixed or installed on the doors, roof or exterior walls or windows
of the Office Building Project without Landlord's prior written consent.
Landlord may remove, without notice to and at the sole expense of Tenant, any
items installed without Landlord's prior written consent or which are being
displayed in a manner inconsistent with this Agreement or the Rules and
Regulations (hereinafter defined). Upon the Termination Date, Tenant, at its own
cost and expenses, shall forthwith remove all placards, awnings, canopies,
antennae and aerials and repair any damage to the Office Building Project
resulting from such installation or removal.

         6.3 Tenant shall have the right to: (1) the right to install a sign on
the exterior facia of the building with its name and logo (as to each of which
Tenant shall be the sole person or entity with such right), (2) install its name
and logo on any monument sign for the Office Building, and (3) have its sign on
any sign directory that identifies tenants in the Office Building and signs as
needed on its office doors, lobby directory and floor and directional listings.
On any floor in which Tenant is located and is the sole Tenant or has more than
one half (1/2) the Usable Square Feet, Tenant may, using Tenant's standard
corporate signage and graphics, as they may change from time to time, install
and maintain on or adjacent to entrances to the premises, tenant's name,
numerals or log's designating the appropriate suite numbers, departments
occupying such floors and such other information as Tenant may reasonably
require. On all other floors, Tenant's signage shall be consistent with other
Tenant's signage. Landlord shall, at Landlord's expense, install in the lobby of
the Office Building, a building directory which shall contain a list of the
Tenant's name and such other information as Tenant shall reasonably require
including, at Tenant's option, the names of all of Tenant's businesses, related
business entities, assignees, sublessees and their management. Tenant's signs
relative space on any monument or exterior sign, and in such lobby directory
shall be directly proportionate to the Tenant's Rentable Area in the Office
Building as compared to the total rentable area of all space in the Office
Building. Any signs shall be installed in accordance with (a) Landlord's
consent, and (b) all necessary governmental and quasi-governmental




                                       8
<PAGE>

requirements affecting the Office Building Project. Except as otherwise provided
herein, Tenant shall not permit any sign, decoration, lettering or advertising
matter on the glass of any window or door of the Premises. Landlord shall not
display the signs of any other tenant in the Office Building unless those signs
are consistent with the sign criteria applied to Tenant's signs and Tenant's
signs are given preferential display to Tenant's reasonable satisfaction.
Landlord shall not change the name of the Office Building or otherwise name the
Office Building without the Tenant's prior written consent.

         6.4 Tenant may install, maintain and replace from time to time a
satellite dish or similar antennae device (hereinafter "Satellite Dish") on the
roof of the Premises, subject to the following: (a) applicable governmental
laws; and (b) the right of Landlord to supervise any roof penetrations. The
Satellite Dish shall remain the exclusive property of the Tenant, and Tenant
shall have the right to remove same at any time during the Lease Term. Tenant
shall be responsible for any damage caused by the Satellite Dish and shall be
responsible for removing such Satellite Dish at Tenant's expense on the
Termination Date. Landlord must approve the location, which approval shall not
be unreasonably withheld, delayed or conditioned.

7.       MAINTENANCE AND REPAIRS; TENANT'S ALTERATIONS; UTILITIES

         7.1 Landlord agrees to maintain and repair the Office Building Project
in first class condition as for similar office buildings in the market area
(including, without limitation, landscaping and parking areas and all heating,
ventilating, air conditioning, plumbing, electrical and other utility systems
servicing the Premises), but excluding (a) repairs required by any casualty or
Taking (except as otherwise provided in Sections 11 or 12 below), (b) any
special items and equipment installed by or at the expense of Tenant, and (c)
any damage caused by any act or omission of Tenant or any other Tenant Party
(except to the extent insurance proceeds are available pursuant to any insurance
required to be maintained by Landlord hereunder). Landlord shall provide heat
and air conditioning, 24 hours seven days a week for Tenant's 580 square feet of
space located on the first floor which is utilized for electronics equipment at
such temperature as is required in accordance with such equipment's technical
specifications, and for all of Tenant's other space, as necessary for normal
comfort, from 7 o'clock a.m. to 7:00 p.m. on non-holiday weekdays, and on
Saturdays from 8 o'clock a.m. to 2 o'clock p.m.; if Tenant requires such
services at additional times, Tenant shall be responsible for the reasonable
cost thereof as determined by Landlord and provided to Tenant from time to time.
Tenant shall be entitled to any bulk purchase discounts applicable to the
building as a whole. Landlord shall provide twenty four hours per day, 365 days
per year, electric lighting service for all public areas and service areas of
the Premises. Landlord shall maintain, replace and repair the following: the
HVAC, electrical, plumbing, mechanical systems, water and sewer, and other
building systems, all utility lines, pipes and other facilities serving the
Premises, all structural elements of the Premises, floor slab and all load
bearing walls, including without limitation the foundation, roof and roof skin,
gutters and downspouts and all common and public areas in the Project. In
addition, Landlord shall maintain the common areas of the Project, the parking
lot and all other improvements within the Project in good, safe and clean
condition. If for reasons within the control of Landlord and not caused by a
force majeure event, any interruption, curtailment stoppage or suspension of the
services or systems to be provided by Landlord to Tenant hereunder shall render
a substantial portion of the Premises unusable for Tenant's intended operations
therein, then all monthly rent for the untenantable portion of the Premises
shall abate beginning on the day of such failure and shall continue until use of
such portion of the Premises is restored.

         7.2 Tenant may make any alterations it desires to the Premises provided
that such Alterations do not adversely impact the value of the Premises and
comply with the terms of this Agreement. All alterations, interior decorations,
improvements or additions made to the Premises or the attachment of any fixtures
or equipment thereto shall be performed at Tenant's sole cost and expenses by
Landlord or, at Tenant's sole option, by Tenant. All Alterations by Tenant shall
be performed and completed: (i) in




                                       9
<PAGE>

accordance with plans and specifications submitted to Landlord, (ii) in a
workman like manner, (iii) in compliance with applicable law, and (iv) using
materials and installations consistent with the Office building's original
building materials and installations. After completion, Tenant shall provide
Landlord with one set of "as built" drawings of any Alterations. All alterations
of the Premises, including Tenant's Fitout, which exceed in value Tenant's
Fitout Allowance, may be removed by Tenant at Tenant's election at the
expiration or sooner termination of this Agreement. Tenant agrees to reimburse
and pay Landlord for the cost of removing same and repairing any damage to the
Premises caused by said removal, except for damage caused by negligence of
Landlord, or its agents, workmen and employees. In doing any such work of
installation, removal, alteration or relocation, Tenant shall use due care to
cause as little damage or injury as possible to the Premises or Office Building
and to repair all damage or injury that may occur to the Premises or the Office
in connection with such work. Any contractors employed by Tenant for such
installations shall carry workman's compensation insurance, public liability
insurance and property damage insurance in amounts, form and content as are
acceptable to Tenant and are commonly maintained in the market where the Office
Building is located. Notwithstanding the foregoing, Tenant shall have the right,
following completion of the initial Tenant Fitout, to make without Landlords
consent any alterations to the Premises costing less than $100,000 or which are
of such a nature as to not require a building permit, provided such alterations
do not materially and adversely affect the base building electrical, plumbing,
HVAC, smoke evacuation, life safety or sprinkler systems; provided: (i) Tenant
notifies Landlord in writing and furnishes Landlord with plans and
specifications and the names of the contractors for all such alterations, and
(ii) Tenant provides Landlord after completion with as built plans and
specifications of such Alterations. In no event shall Tenant be obligated to pay
any charge to Landlord or an agent of Landlord for (i) supervision of any
alterations or physical additions in or to the Premises made by Tenant, or (ii)
review or approval of plans or specifications for or in connection with any
alterations or physical additions in or to the Premises made or proposed by
Tenant.

         7.3 Landlord shall not be liable in damages or otherwise in the event
of any failure or interruption of any utility supplied to the Premises (whether
or not provided by Landlord), and no such failure shall be deemed a constructive
or actual eviction or a breach by Landlord or any covenant for quiet enjoyment
or any other covenant in this Lease, nor entitle Tenant to terminate this Lease.

         7.4 Tenant shall provide, at Tenant's expense, janitorial service for
the Premises. Landlord shall provide the service rendering the janitorial
services to Tenant, with all necessary building access.

         7.5 Tenant shall (at no charge to Tenant) have access to all Office
Building risers accessing floors occupied by Tenant and satellite dishes
installed by Tenant. If Tenant leases a floor which is not directly connected to
Tenant's other floors, then Landlord shall, at no cost to Tenant, provide access
to those floors through the risers.

8.       TAXES

         8.1 Real Estate Taxes, attributable to the Office Building Project only
and payable within the largest discount period, shall be included in Operating
Expenses and paid by Tenant in accordance with Section 5 hereof.

         8.2 Tenant shall pay directly to the levying Governmental Authority
prior to delinquency, all personal property taxes levied upon all of Tenant's
trade fixtures, equipment and other personal property located on the Premises
(collectively, "TENANT'S EQUIPMENT") and all other taxes which may be imposed,
levied or assessed upon this Lease or upon any rental or other payments of any
kind or nature whatsoever made hereunder or in connection herewith or with the
conduct of Tenant's business operations. If any or all of Tenant's Equipment
shall be assessed and taxed with Landlord's real or personal property, Tenant
shall, within ten (10) days after written demand from Landlord, pay the amount



                                       10
<PAGE>

of such taxes which are attributable to Tenant's Equipment, as reasonably
determined by Landlord.

9.       INSURANCE

         9.1 Tenant agrees that it will carry and maintain during the entire
Lease Term, at Tenant's sole expense, the following types of insurance, in the
amounts specified and in the form hereinafter provided:

         (A)      Liability Insurance.

                  (I) Commercial General Liability Insurance with standard
exclusions only in an amount of not less that $1,000,000, combined single limit
("CSL") for bodily injury and property damage and shall insure all claims for
bodily injury, including death resulting therefrom, and damage to the property
of others arising from operations at or relating to the Premises. Fire legal
liability shall be maintained in the amount of $50,000.00 or such higher amount
mutually agreed to by Landlord and Tenant.

                  (II) Commercial Automobile Liability including the ownership,
maintenance and use of any motor vehicle owned, hired and non-owned in the
following minimum amount: bodily injury/property damage, each occurrence,
combined single limit of $1,000,000.00, including medical payments of $5,000.00
per person and uninsured motorists of $500,000.00 minimum.

                  (III) Workers' Compensation - the policy shall be in full
compliance with all laws governing Workers' Compensation, including employer's
liability insurance with limits of not less than $1,000,000.00.

         (B) Tenant's leasehold improvements, alterations or additions permitted
under Article 7 hereof, and Tenant's trade fixtures, signs, and personal
property from time to time in, on or upon the Premises, in an amount not less
than ninety percent (90%) of their full replacement cost, including
depreciation, from time to time during the Lease Term as covered in an "all
risk" insurance policy. All policy proceeds shall be used for the repair or
replacement of the property damaged or destroyed unless this Lease shall cease
and terminate under the provisions of Article 11 hereof, whereupon all proceeds
of insurance covering Tenant's leasehold improvements and any alterations or
additions permitted under Article 7 hereof shall be payable to Landlord.

         9.2 (A) All policies of insurance required to be carried by Tenant, its
agents, representatives or contractors, shall be issued by insurance companies
with a general policy holder's rating of not less than A and a financial rating
of not less than Class VII as rated in the most currently available A.M. Best's
Insurance Reports and approved to do business in the state where the Premises
are located. In the absence or discontinuation of such ratings, Tenant's
insurance carrier's must be reputable carrier's with financial status's
reasonably equivalent to such A.M. Best ratings.

                  (B) All such policies shall make Landlord, Landlord's agent,
J. McGarvey Construction Co. and Landlord's first mortgage or beneficiary
additional insureds. Such policies shall be for the mutual and joint benefit and
protection of Landlord, J. McGarvey Construction Co., Inc. and Landlord's first
mortgagee or beneficiary. Landlord's interest in such policies shall be limited
to Landlord's interest under this Agreement.

                  (C) Any such certificate shall include evidence of all
requirements including without limitation, those which designate additional
insured under Section 9.2(b), and which evidence Tenant's insurers' waivers of
subrogation required under Section 9.5 and agreements to give the notices
specified in Section 9.2(f).



                                       11
<PAGE>

                  (D) All liability (Commercial General Liability) and all
property policies shall be written as primary policies and not contributing.

                  (E) All policies of insurance must contain a provision that
the company writing said policy will give Landlord at least thirty (30) days
notice, in writing in advance of any cancellation, lapse, and thirty (30) days
notice of the effective date of any reduction in the amount of insurance (it
being understood that Tenant shall have no right to reduce such policy).

         9.3      Landlord's Insurance Obligations

                  (A) Landlord shall maintain insurance coverages substantially
similar to the insurance coverages set for above for Tenant, including, without
limitation coverage of the Office Building of which the Premises are a part,
including the leasehold improvements which are a part of the Plans and
Specifications. Such coverage shall be written in an amount not less than all
risks plus replacement cost (exclusive of excavations, foundations and
footings). It shall provide protection against all risk and Flood insurance and
such further insurance as Landlord or Landlord's lender deems necessary and
desirable.

                  (B) Landlord's obligation to carry insurance as provided for
herein may be brought within the coverage of a so-called blanket policy or
policies carried and maintained by Landlord, as long as the coverage afforded
will not be reduced or diminished by reason of the use of such blanket policy or
policies of insurance. If landlord carries insurance under a blanket policies or
policies, the insurance coverage shall be allocated among the office buildings
covered by such policy or policies, the insurance allocation among the office
buildings covered by such policy or policies shall be prorated based an
equitable basis consistent with industry practice. Landlord shall deliver to
Tenant a certificate of insurance evidencing compliance with Landlord's
insurance coverage requirements.

                  (C) Landlord's insurance shall not cover any item comprising
Tenant's leasehold improvements, alterations or additions permitted under
Section 7 hereof, Tenant's trade fixtures, signs merchandise or other personal
property.

         9.4      Insurance Use Restrictions

                  (A) Tenant shall pay to Landlord forthwith upon demand the
amount of any increase in premiums for insurance against loss by fire or any
other peril normally covered by fire and extended coverage insurance that may be
charged during the Lease Term on the amount of insurance to be carried by
Landlord on the building of which the Premises are a part, which results from
Tenant's doing any act in or about the Premises which is different than the
permitted use described herein and which results in an increase in the insurance
rates, whether or not Landlord shall have consented to such act on the part of
Tenant.

                  (C) If Tenant installs upon the Premises any electrical
equipment which constitutes an overload on the electrical lines of the Premises,
Tenant shall, at its own expense, make whatever changes or provide whatever
equipment safeguards are necessary to comply with the requirements of the
insurance underwriters and any governmental authority having jurisdiction there
over. Notwithstanding the above, Landlord warrants that the electrical service
to the Premises is sufficient for the use described herein, including all
Exhibits.



                                       12
<PAGE>

         9.5 WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
contained herein, to the extent any such loss or damage is or could be covered
by a standard broad form fire and extended coverage insurance or other casualty
insurance carried or required to be carried under this Lease, each party hereby
waives and releases any right it has against the other, on account of any loss
or damage occasioned to Landlord or Tenant, as the case may be, their respective
properties, the Premises or their contents, or to other portions of the Office
Building Project. Landlord and Tenant will attempt to cause their respective
insurers to issue appropriate waiver of subrogation rights endorsements to all
policies of insurance carried in connection with damage to the Project or the
Premises or any portions thereof or any personal property thereon; provided,
however, that failure to obtain such endorsements shall not affect the release
hereinabove given.

10.       INDEMNITY

         10.1 TENANT INDEMNIFICATION OF LANDLORD. Tenant assumes the risk of,
and shall indemnify and hold Landlord (including its members, officers,
partners, employees, and agents) harmless for, from and against any and all
claims, demands, actions, damages, injuries, judgments, liabilities, losses,
costs and expenses (including, without limitation, reasonable attorneys' fees,
disbursements and court costs) arising out of , related to or incurred in
connection with any of the following occurring during the Term, except to the
extent caused by Landlord's negligence, intentional misconduct, or the failure
to perform its obligations under this Lease: (a) anything done in, on or about
the Premises (including, without limitation, the making of repairs or
Alterations) by Tenant or other Tenant Party, (b) any use, non-use, misuse,
condition, operation, maintenance or repair of the Premises or any part thereof,
by Tenant or other Tenant Party, (c) any injury or death to any person or any
loss, damage or destruction to any property occurring in, on or about the
Premises caused in whole or part by an act or omission of Tenant or other Tenant
Party, (d) any injury, death, damage, loss or destruction occurring anywhere
else in, on or about the Office building Project occasioned wholly or in part by
any act or omission of Tenant or any other Tenant Party, (e) any spill, leakage,
discharge or seepage of pollutants, or radioactive, hazardous or toxic
chemicals, materials, waste or substances, or other matters affecting air,
ground, water and/or environmental quality or safety caused by acts or omissions
of Tenant or any other Tenant Party, and/or (f) subject to the waiver of
subrogation contained in Section 9.5 above, any negligent, willful, intentional
or other tortious act committed by Tenant or any other Tenant Party. If any
action or proceeding is brought against Landlord by reason of any of the
foregoing, Tenant shall, at its sole expense, defend the same by counsel
selected by Tenant. Notwithstanding any other provision of this Section 10.1,
Tenant shall not indemnify Landlord for any consequential, special or indirect
damages.

         10.2 LANDLORD INDEMNIFICATION OF TENANT. Landlord assumes the risk of,
and shall indemnify and hold Tenant (including its members, officers, partners,
employees, and agents) harmless for, from and against any and all claims,
demands, actions, damages, injuries, judgments, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees,
disbursements and court costs) arising out of , related to or incurred in
connection with any of the following occurring during the Term, except to the
extent caused by Tenant's negligence, intentional misconduct, or the failure to
perform its obligations under this Lease: (a) anything done in, on or about the
Premises (including, without limitation, the making of repairs or Alterations)
other than by Tenant or other Tenant Party, (b) any use, non-use, misuse,
condition, operation, maintenance or repair of the Premises or any part thereof,
by any person other than Tenant or other Tenant Party, (c) any injury or death
to any person or any loss, damage or destruction to any property occurring in,
on or about the Premises caused in whole or part by an act or omission of any
person other than Tenant or other Tenant Party, (d) any injury, death, damage,
loss or destruction occurring anywhere else in, on or about the Office building
Project occasioned wholly or in part by any act or omission of any party other
than Tenant or any other Tenant Party, (e) any spill, leakage, discharge or
seepage of pollutants, or radioactive, hazardous or toxic chemicals, materials,
waste or substances, or other matters affecting air, ground, water and/or
environmental quality or safety caused




                                       13
<PAGE>

by acts or omissions of any person other than Tenant or any other Tenant Party,
and/or (f) subject to the waiver of subrogation contained in Section 9.5 above,
any negligent, willful, intentional or other tortious act committed by any
person other than Tenant or any other Tenant Party. If any action or proceeding
is brought against Landlord by reason of any of the foregoing, Tenant shall, at
its sole expense, defend the same by counsel selected by Tenant. Notwithstanding
any other provision of this Section 10.1, Tenant shall not indemnify Landlord
for any consequential, special or indirect damages.

         10.3 The provisions of this Section 10 shall (a) not in any way be
affected by the absence in any case of any covering insurance or the failure or
refusal of any insurance company to perform any obligation on its part, and (b)
shall survive the termination of this Lease.

11.      DAMAGE AND DESTRUCTION

         11.1 In the event of any destruction, loss or damage to all or any
portion of the Premises, Office Building or Common Areas (a "Casualty") due to
fire, flood, earthquake or other casualty, Tenant shall give immediate Notice
thereof to Landlord. Landlord shall, subject to the provisions of Section 11.2
below and to Unavoidable Delays, at Landlord's expense (unless the destruction,
loss or damage was caused by an act or omission of Tenant or any other Tenant
Party, in which event the repairs shall be at Tenant's expense), as soon as
commercially possible proceed to repair the Premises, Tenant's Fitout, Office
Building or Common Areas or the portions thereof so affected as nearly as
practical to the same condition that existed immediately prior to the occurrence
of such Casualty; provided, however, that in no event shall the scope of
Landlord's repair obligations exceed the scope of Tenant's Fitout in initially
constructing the Office Building and common areas. At the same time, Tenant may,
at its own expense, cause to be repaired any lost, damaged or destroyed
Alterations and Tenant's Equipment. Tenant shall comply with the provisions of
Sections 7.2 (b) hereof in making such repairs. Except as otherwise provided in
Section 11.2 below, no Casualty occurring to the Premises or Office Building
Project or any part thereof, shall (a) relieve Tenant from any of its
obligations under this Lease, (b) constitute an actual or constructive eviction,
(c) entitle or permit Tenant to terminate this Lease or to quit or surrender the
Premises or any part thereof, or (d) entitle Tenant to receive any suspension,
diminution, abatement or reduction of Rent or any of its other obligations
hereunder, and Tenant hereby waives any rights now or hereafter conferred upon
it by statute or otherwise to that effect, and agrees that such event shall be
governed by the terms of this Lease; provided, however, that to the extent
Landlord received and retained proceeds of any loss of rents insurance
attributable to the Premises, Tenant shall be entitled to a credit therefor
against its obligations under this Lease to pay Rent. Notwithstanding any other
provision of Section 11.1, Landlord shall repair all damage from a casualty
within 180 days.

         11.2 Either party may notify the other party if at any time during the
Term (a) so much of the total floor area of the Premises so as to render the
remainder unsuitable for Tenant's intended use or more than thirty percent (30%)
of the Common Areas has been materially damaged by any Casualty, and (b) repair
of such damage cannot be commenced within ninety (90) days and completed within
a total of six (6) months of the occurrence and be repaired to substantially the
same condition that existed immediately prior to the Casualty. Within thirty
(30) days after such Notice, either Landlord or Tenant may terminate this Lease
by written Notice specifying a termination date of not less than thirty (30)
days thereafter. If such Notice is given, then (i) this Lease shall terminate on
the date specified in the Notice, (ii) Tenant shall pay all Rent and other
amounts due through such specified termination date, and any payments of Rent
and other amounts previously made by Tenant for any period subsequent to such
date shall, so long as no Event of Default then exists hereunder, be returned to
Tenant after first deducting therefrom all amounts owed by Tenant, (iii) all
insurance proceeds relating to the Office Building Project shall be paid to and
retained by Landlord (excepting only insurance proceeds relating to Tenant's
Equipment, which shall be paid to and retained by Tenant), and (iv) Landlord
shall have no obligation to repair the Office Building Project or any portion
thereof.



                                       14
<PAGE>

         11.3 Tenant agrees that (a) Landlord shall not be liable for any loss
of use of the Premises or Common Areas or Tenant's Equipment or any
inconvenience to Tenant or interruption of Tenant's business resulting in any
way from any Casualty or the repair thereof, and (b) Landlord will not carry
insurance of any kind on Tenant's Equipment or any Alterations made by Tenant,
and Landlord shall not be obligated to repair or replace the same or bear any
risk or loss with respect thereto.

         11.4 If this Lease expires or terminates prior to the repair of the
Premises, Landlord shall be entitled to the unexpended balance of insurance
proceeds from policies maintained by Landlord.

12.      CONDEMNATION

         12.1 If at any time during the Term so much Premises are taken by
condemnation so as to render the remainder unsuitable for Tenant's intended use
or fifteen percent (15%) of the Common Areas is permanently taken for any public
or quasi-public purpose by condemnation or eminent domain or by agreement in
lieu thereof (a "TAKING"), then (a) this Lease shall terminate on the date of
such Taking, (b) Tenant shall pay all Rent and other amounts due through such
termination date, and any payments of Rent and other amounts previously made by
Tenant for any period subsequent to such termination date shall, so long as no
Event of Default then exists hereunder, be returned to Tenant after first
deducting therefrom all amounts owed by Tenant, and (c) Landlord shall be
entitled to the entire award for the fee interest in the Office Building Project
plus the value of the Tenant Fit Out as of the date prescribed in the Taking,
but the Tenant reserves its right to make any claim against the condemning
authority for any damages it may suffer for the value of the unexpired portion
of the Term. Tenant shall be entitled to any award for the fair value of
Tenant's any tenant Improvements paid for by Tenant.

         12.2 If at any time during the Term there is a Taking of less than
thirty percent (30%) of the Premises or Office Building (a "PARTIAL TAKING") and
provided the remainder of the Premises and Office Building is suitable for
Tenant's intended use, then (a) this Lease shall continue in full force and
effect, (b) Landlord shall as soon as reasonably possible, at its sole cost and
expense, commence any necessary repairs to the remaining portion of the Office
Building Project and such repairs shall be completed within ninety (90) days
after the date such repairs actually, or should have, commenced, (c) Tenant's
obligations to pay Rent and to perform its other obligations hereunder shall
continue, except that Rent shall be equitably adjusted to reflect the Rentable
Area of the Premises from and after the Partial Taking, and (d) Landlord shall
be entitled to the entire award for the fee interest in the Office Building
Project less the portion of such award allocable to Tenant's Fitout and
Alterations, but the Tenant reserves its right to make any claim against the
condemning authority for any damages it may suffer for the value of the
unexpired portion of the Term, provided that Tenant agrees that it will
subordinate its claim arising out of such condemnation to a mortgage lender
obtaining a mortgage on the Land if so required.

13.      COMMON AREAS OF RIVERVIEW CORPORATE CENTER

         13.1 During the Term, subject to the terms of this Lease, Tenant shall
have the non-exclusive right to use the Common Areas and Riverview Corporate
Center Common Areas, as such Common Areas and Riverview Corporate Center Common
Areas may be enlarged or reduced from time to time. Landlord shall maintain such
common areas in a manner consistent with Class A office space in the market in
which the Office Building is located.

         13.2 Tenant shall not at any time interfere, or allow any other Tenant
Parties to interfere, with the rights of Landlord or other persons or entities
(including other tenants) to use any part of the Common Areas. Landlord shall
have the right to regulate, by means of rules and regulations adopted in
accordance with the CC&R's, the use of the Common Areas. Such rules and
regulations shall be enforced in a




                                       15
<PAGE>

manner consistent with the manner such rules and regulations are enforced
against any other tenant of the Riverview Corporate Center. Prior to the
commencement Date, Landlord shall adopt CC&R's in form and substance
substantially similar to the draft provided to Tenant on July 18, 2001, with
such changes thereto as Tenant may approve in writing in advance. After adoption
and prior to the date Landlord turns over control of the association, Landlord
shall not make any amendments or modifications to such CC&R's without Tenant's
prior written consent. The Tenant approval referenced in this Section 13.2 shall
not be unreasonably withheld or delayed.

14.      DISCHARGE OF LIENS

         14.1 Tenant shall neither create nor permit to be created or to remain
(a) any lien, encumbrance or other charge on the Office Building Project or any
portion thereof, or (b) any other matter or thing which impairs Landlord's
interests in the Office Building Project or any part thereof or in the income
therefrom. Tenant shall, within thirty (30) days after Notice of any such lien,
encumbrance, charge, matter or thing, cause the same to be fully removed,
discharged and remedied; provided, however, Tenant may contest such liens
provided that Tenant remove such liens or encumbrances by posting a satisfactory
bond.

         14.2 Notice is hereby given, and Tenant shall cause all construction
contracts to which it is a party to so provide, that (a) Landlord shall not be
liable for any labor, materials or services furnished or to be furnished to
Tenant, (b) all contractors, materialmen, suppliers and vendors performing any
work and/or delivering any materials to the Premises for or on behalf of Tenant
shall not look to Landlord, the Office Building Project or any of Landlord's
other assets for payment therefor, and (c) no mechanic's, materialmen's or other
lien for any such labor, materials or services shall attach to or affect the
rights or interests of Landlord in this Lease or to any interest in the Office
Building Project or any part thereof or any rentals therefrom.

15.      USE OF PREMISES

         15.1 Tenant shall use and occupy the Premises throughout the Term only
for executive offices and general office, and any and all related uses, which
shall include, without limitation, computer data processing and related
functions and for no other purposes or uses whatsoever. Landlord represents and
warrants to Tenant that Tenant's use is permitted under applicable law, the
Ground Lease and Landlord's mortgage encumbering the Premises and the rules and
regulations adopted by Landlord for the Office Building.

         15.2 Tenant shall not use or occupy or allow the Premises or any part
thereof to be used or occupied in violation of the rules and regulations, or in
contravention of any Law, Insurance Board Order, certificate of occupancy or
other Permit covering or affecting the use or occupancy of the Office Building
Project or any part thereof, or which interferes with the quiet enjoyment of the
Office Building Project by Landlord or the other occupants or users thereof.

         15.3 Tenant shall keep the Premises free of any objectionable noises or
odors, and shall neither dump nor store waste materials or refuse or allow the
same to remain in, on or about any part of the Premises or the Office Building
Project except in enclosed receptacles provided by Tenant and located in areas
designated by Landlord.

16.      CONDITION OF TITLE TO PREMISES

         The Premises are leased to Tenant, and Tenant hereby accepts the same,
subject to all liens, encumbrances, easements, restrictions, covenants,
declarations and other matters of record, the Ground




                                       16
<PAGE>

Lease, and to all Laws of Governmental Authorities now or hereafter affecting or
governing the Office Building Project or any portion thereof which are listed on
the attached EXHIBIT I and for which copies have been delivered to Tenant
(collectively, the "PERMITTED EXCEPTIONS"); provided however, that Landlord
shall deliver a copy of the Ground Lease of Tenant and landlord shall cause the
landlord under the Ground Lease to deliver to Tenant a non-disturbance agreement
in form and substance satisfactory to Tenant.

17.      ENTRY ON PREMISES BY LANDLORD

         17.1 Tenant shall, following reasonable prior notice and accompanied by
a representative of Tenant, permit Landlord and its authorized representatives
and designees to enter the Premises for the purposes of (a) inspecting the same,
(b) monitoring Tenant's compliance with the terms and conditions of this Lease,
(c) posting notices to protect its rights, , (d) to the extent Landlord is
obligated to perform under the provisions of this Lease or which may be
necessary in case of emergency or by reason of Tenant's failure to make any
repairs or perform any work which Tenant is obligated to perform hereunder, and
(f) exercising any of its rights or performing any of its obligations under this
Lease.

         17.2 Landlord and its designees also shall have the right to enter the
Premises at all reasonable times, upon twenty-four (24) hour advance notice and
accompanied by a representative of Tenant, for the purpose of showing the
Premises to mortgagees or to prospective purchasers of Landlord's interests in
the Office Building Project or any part thereof and, during the six (6) months
prior to the expiration of the Term, for the purpose of showing the same to
prospective tenants. In either event, Landlord shall use reasonable efforts to
avoid unreasonable interference with Tenant's business.

         17.3 Landlord's entry shall be permitted without the same constituting
(a) a forcible or unlawful entry into, or a detainer, of the Premises, (b) a
constructive eviction of Tenant in whole or in part, (c) a nuisance, or (d) a
breach of this Lease.

18.      LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

         If Tenant fails to perform any obligation under this Lease, Landlord
may, at its option and upon thirty (30) days written notice (or immediately in
the case of any emergency), cause the same to be performed for Tenant's account.
In connection therewith, Landlord may enter upon the Premises and take such
action, incur such reasonable expenses and employ such counsel as may be
necessary or desirable therefor, all without waiving or curing Tenant's default
in failing to do the same.

19.      COMPLIANCE WITH LAWS

         Tenant shall only be required to comply with laws, rules, orders,
ordinances and regulations as are applicable to Tenant's use and occupancy of
the Premises, or to Tenant Fitout or Alterations that are completed by Tenant or
Tenant's contractors. It is the intent of the parties that Landlord shall, for
example, be responsible for any laws, rules, ordinances, regulations, building
code violations or other legal requirements ("Compliance") of any kind regarding
construction and/or physical existence of the Premises that were undertaken by
Landlord. Notwithstanding any other provision of this Lease, Tenant shall not be
responsible for Compliance with: (i) any alterations required to comply with the
Americans With Disabilities Act of 1990 (as amended from time to time, and the
regulations promulgated thereunder), (ii) the construction, repair, alteration
or construction or condition of the Office Building, or the Premises, except
compliance by with respect to repairs, alterations or improvements to the
Premises undertaken by Tenant, and (iii) environmental matters except with
respect to goods and materials placed on the Premises by Tenant.



                                       17
<PAGE>

20.      SURRENDER OF PREMISES; HOLDING OVER

         20.1 Tenant shall, on the Termination Date or upon any re-entry of the
Premises by Landlord, immediately and peaceably quit and surrender the Premises
to Landlord or its designee, without fraud or delay, broom clean and in good
working order, condition and repair, ordinary wear and tear excepted, free and
clear of all tenancies, occupancies, liens, charges, encumbrances and other
defects in title, except those to which Landlord has consented in writing.
Tenant shall, upon the Termination Date or any re-entry by Landlord, remove all
of Tenant's Equipment from the Premises and completely repair all damage to the
Office Building Project or to any part thereof caused by such removal. . All
other articles of personal property located at the Premises, including, without
limitation (i) items owned by Landlord, (ii) items owned by third parties, and
(iii) all building equipment, facilities, fixtures, building machinery, utility
systems and articles of personal property which have been built into or
permanently affixed to the Premises at any time prior to or during the Term and
which cannot be removed without material damage (in the reasonable opinion of
Landlord) to the Premises, are expressly excluded from the definition of
Tenant's Equipment and may not be removed by Tenant at any time prior to, at or
after the Termination Date. All Tenant's Equipment which remains on the Premises
after the Termination Date and Tenant fails to promptly remove such equipment
upon demand by Landlord shall be deemed to have been abandoned and Landlord may,
at its option (but subject to the rights of third parties), either cause such
property to be placed into public storage for Tenant's account, retain the same
as it own property or otherwise dispose of the same, in any case at Tenant's
sole expense.

         20.2 Unless Landlord and Tenant are negotiating in good faith for an
extension of this Lease, any holdover after the expiration of the Term with the
written consent of Landlord shall be construed as a tenancy from month-to-month
on the same terms and conditions as contained in this Lease, insofar as the same
are applicable to a month-to-month tenancy, except that monthly Fixed Rent and
Additional Rent shall be one hundred thirty five percent (135%) of the monthly
Fixed Rent and Additional Rent for the last full month of the Term if Tenant
holds over without the consent of Landlord. Any holdover after the expiration of
the Term without the written consent of Landlord shall be construed to be a
tenancy at sufferance on the same terms and conditions as contained in this
Lease, insofar as the same are applicable to a tenancy at sufferance, except the
monthly Fixed Rent.

21.      ASSIGNMENT AND SUBLETTING

         21.1 Tenant shall not, whether voluntarily, involuntarily or by
operation of Law, convey, sell, assign, sublease, pledge, mortgage, or otherwise
transfer this Lease, or any interest in the Premises, or enter into any
agreement or make any arrangement to do any of the foregoing (any of the actions
referred to in this sentence being hereinafter referred to as a "Transfer")
without, in each instance, Landlord's prior written consent, which shall not be
unreasonably withheld, delayed or conditioned provided (a) such transferee is a
good credit risk based on reasonable credit criteria generally applied to the
evaluation of prospective Tenant's, and (b) such transferee's use is consistent
with Tenant's use as set forth herein. Any Transfer undertaken in violation of
the provisions of this Section 21.1 shall be null and void and of no force or
effect and, at Landlord's option, shall constitute an Event of Default
hereunder. Whether or not Landlord has consented to any Transfer, Landlord may
collect rent from the assignee, subtenant or occupant without such collection
being deemed an acceptance or waiver of Landlord's right to consent to such
Transfer. Each permitted transferee shall be required to execute, acknowledge
and deliver to Landlord a written instrument wherein such Transferee
unconditionally assumes and agrees to perform all of the obligations of the
Tenant under this Lease and recognizes and consents to the exercise of all of
Landlord's rights and remedies hereunder. Notwithstanding anything to the
contrary in the Lease, Tenant may assign, sublet or otherwise transfer its
interest in the Lease, without Landlord's consent, written or otherwise, to any
parent, subsidiary or affiliate of Tenant, or to a corporation or other business
entity with which Tenant may merge or consolidate and there shall be no
recapture right in connection with such





                                       18
<PAGE>

assignment and there shall not be any recapture rights in connection with any
such assignments, sublets or transfers. This Lease shall not restrict or purport
to restrict or refer in any manner to a change in control or change in
shareholders, directors, management or organization of Tenant, or any
subsidiary, affiliate or parent of Tenant, or to the issuance, sale, purchase,
public offering, disposition or recapitalization of the capital stock of Tenant,
or any subsidiary, affiliate or parent of Tenant. All other assignments shall be
subject to the approval of Landlord, which shall not be unreasonably withheld,
delayed or conditioned.

         21.2 Landlord shall not be required to consider any request for consent
to a proposed Transfer unless Landlord is first given fifteen (15) days' prior
Notice of the particulars of such proposed Transfer, including, without
limitation, a description of the nature and character of the proposed
transferee's business, and such financial and other data and information
concerning the proposed Transfer and transferee as Landlord may reasonably
request and which are consistent with the scope of Landlord's consent rights.

22.      CONVEYANCES OF LANDLORD'S INTERESTS IN THE OFFICE BUILDING PROJECT;
         LANDLORD'S MORTGAGES; SUBORDINATION

         22.1 Landlord reserves the right at any time and from time to time to
ground lease or to place one or more Landlord's mortgages on all or any part of
the Office Building Project provided that such mortgages do not exceed the fair
market value of the Office Building Project at such time, or if the Office
Building Project is part of collateral package consisting of multiple properties
which secure a loan, that the release price for the Office Building Project does
not exceed the fair market value of the property. Tenant understands and agrees
that this Lease, at Landlord's option, shall be subject and subordinate in lien
to each and every Landlord's Mortgage which now is or hereafter may be placed by
Landlord on the Office Building Project or any part thereof, and to all
increases, renewals, modifications, consolidations, spreadings, replacements and
extensions thereof, irrespective of their respective dates of recording. By way
of example and not limitation, if required by a Landlord's Mortgage (a) Tenant
will recognize as Landlord and attorn to such Landlord's Mortgagee or any
purchaser at a foreclosure sale or at a public or private sale by a trustee, (b)
no pre-payment of Rent more than two months prior to its due date will be
binding upon such Landlord's Mortgagee, and (c) no amendment or surrender of
this Lease without the consent of such Landlord's Mortgagee shall be binding
upon such Landlord's Mortgagee provided Tenant had been supplied with the name
and address of Landlord's Mortgagee. Tenant's obligations under this section are
subject to Landlord causing it's Mortgagee to execute and deliver to Tenant a
subordination and nondisturbance agreement which is form and substance
reasonably satisfactory to Tenant.

         22.2 Landlord will provide to Tenant a non-disturbance agreement in the
form and content satisfactory to Tenant by each mortgagee or such other forms as
shall be reasonably satisfactory too Tenant and in any event shall specifically
include provisions that, in the case of a deed of trust or mortgage, in the
event of any foreclosure or other enforcement under the mortgage or deed of
trust, either by judicial proceeding or by power of sale, or if conveyance or
transfer of the Office Building Project shall be made in lieu of foreclosure, or
in the case of a lease, in the event of any termination of the lease for any
reason (whether or not because of exercise by lessor of any right or remedy) or
any enforcement of remedies by the lessor thereof (any such foreclosure or
conveyance in lieu of foreclosure, and any such lease termination or enforcement
of lease remedies, being herein referred to as "Enforcement"), then this Lease
shall not be terminated as a result of such Enforcement, and the fact that this
Lease is subordinate to the deed of trust mortgage or lease (as the case may
be), this Lease shall continue in full force and effect as a binding lease
agreement between Owner and Tenant in accordance with its provisions, and the
right of Tenant under this Lease shall not be interfered with nor disturbed by
any party owning the Project or any interest therein as a result of Enforcement,
or such party's successors and assigns (any such owner, and its successors and
assigns, being herein called "Owner"). However, nothing herein shall negate the
right of Owner to exercise the rights and remedies of Landlord under this Lease,
including without




                                       19
<PAGE>

limitation the right to terminate this Lease as provided herein in the event of
an Event of Default by Tenant under this Lease, such Enforcement shall not
operate to waive or abate any action initiated by Landlord under this Lease to
terminate the same on account of such Event of Default. Tenant agrees to
subordinate its interest under this Lease to any ground lease, mortgage or deed
of trust lien hereafter placed on the Project, provided that as a condition to
such subordination, the party to whose interest Tenant subordinates its interest
hereunder shall execute and deliver to Tenant a non-disturbance agreement
meeting the requirements of this Section.

         22.3 Tenant agrees that so long as any Landlord's Mortgage shall be an
outstanding lien against the Office Building Project to the extent termination
is provided in this Lease, Tenant shall give written notice of such violation to
each Landlord's Mortgagee, and such Landlord's Mortgagee, and such Landlord's
Mortgagee shall have a reasonable time (but not less than thirty (30) days after
such notice) within which to remedy such violation or to begin the process of
covering such violation.

         22.4 Except with respect to Tenant's purchase option described in
Section 36 of this agreement, nothing contained in this Lease shall be deemed in
any way to limit, restrict or otherwise affect Landlord's absolute right at any
time and from time to time to convey, sell, assign, encumber or otherwise
transfer all or any portion of Landlord's interests in the Office Building
Project (subject to this Lease) or to assign, pledge or give a security interest
in all or any portion of its interest in this Lease and/or in all or any portion
of the Rent in accordance with the terms and conditions of Tenant's option to
purchase. Tenant shall recognize and honor any such sale, assignment,
encumbrance or transfer of which it receives Notice. Following any absolute
transfer, all liabilities and obligations on the part of the Landlord thereafter
accruing shall terminate (including, without limitation, the obligation, if any,
to return any funds held by it hereunder) provided the same are actually
delivered by Landlord to its Transferee.

         22.5 Tenant understands and agrees that this Lease is and shall be
subject and subordinate to any and all Declarations of Covenants, Conditions and
Restrictions, Reciprocal Easement Agreements and other similar documents, and to
all amendments thereof (collectively, the "CC&Rs"), which now are or any time
hereafter affect the Office Building Project or any part thereof, irrespective
of their respective dates of recording, provided, however that the CC&Rs shall
not unreasonable impair the intended use of the Premises by Tenant. Tenant shall
not use or occupy the Premises, or allow the same to be used or occupied, in any
manner which would cause a default, or an event which with the giving of notice
or passage of time or both would constitute a default, under the CC&Rs. Tenant
agrees to execute, acknowledge and deliver any instrument without charge, which
may be deemed reasonably necessary or desirable by Landlord to further effect
the subordination of this Lease and Tenant's interest hereunder to all such
CC&Rs.

23.      DEFAULT PROVISIONS

         23.1 Each of the following shall constitute a material breach of this
Lease and an event of default by Tenant ("EVENT OF DEFAULT") hereunder:

                  (A) Tenant's failure to pay any installment of Rent within
fifteen (15) days of receipt of Notice of non-payment; or

                  (B) Tenant violates, breaches or fails to comply with any
other term, condition or provision of this Lease, and Tenant fails to cure such
violation, breach or non-compliance within thirty (30) days after Notice from
Landlord specifying such violation, breach or non-compliance; provided, however,
if such violation, breach or non-compliance (excluding the non-payment of any
sum due Landlord hereunder) cannot reasonably be cured within such thirty (30)
day period and Tenant commences such cure promptly upon receipt of such notice
and thereafter diligently and continuously takes such action as may be necessary
to effect such cure, then Tenant shall have such longer period of




                                       20
<PAGE>

time, as may be reasonably necessary to cure such violation, breach or
non-compliance, it being understood that the cure provisions of this Section
23.1(b) shall not apply to any of the other Events of Default provided for in
this Section 23.1; or

                  (C) If Tenant (a "Debtor") shall file a voluntary petition in
bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any
petition or answer seeking any reorganization, arrangement, recapitalization,
readjustment, liquidation, dissolution or similar relief under any present or
future federal bankruptcy code or any other present or future applicable Law
("Bankruptcy Law"), or shall seek or consent to or acquiesce in the appointment
of any trustee, custodian, receiver or liquidator of such Debtor or of all or
any substantial part of its properties or of Tenant's interests in the Premises
or any portion thereof, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
the same become due; or

                  (D) If, within ninety (90) days after the commencement of any
proceedings against any Debtor seeking any reorganization, arrangement,
recapitalization, readjustment, liquidation, dissolution or similar relief under
any Bankruptcy Law, such proceedings shall not have been finally vacated and
dismissed; or if , within sixty (60) days after the appointment, without the
consent or acquiescence of any Debtor, of any trustee, custodian, receiver or
liquidator of such Debtor or of all or any substantial part of its property or
of Tenant's interests in the Premises or any portion thereof, such appointment
shall not have been finally vacated and dismissed; or if, within thirty (30)
days after the levying or fixing of any order or writ of execution, warrant,
attachment or garnishment against Tenant's interests in the Premises or any
portion thereof, or against any Debtor, such order or writ shall not have been
finally vacated and dismissed; or

                  (E) If Tenant commits waste or otherwise breaches any of the
covenants contained in Sections 15 or 19 hereof, and Tenant fails to cure such
violation, breach or non-compliance within thirty (30) days after Notice from
Landlord specifying such violation, breach or non-compliance.

         23.2 Upon the occurrence of any Event of Default and at any time
thereafter, Landlord may, but shall not be required to, exercise any of the
following remedies, in addition to any others now or hereafter available to
Landlord at law or in equity, without such exercise being deemed (a) an
acceptance of surrender of the Premises, (b) a discharge of Tenant from
liability hereunder, or (c) a termination of this Lease (which only may occur by
Landlord's giving the notice referred to in Section 23.2(e) below):

                  (A) Re-enter and repossess the Premises or any part thereof by
all lawful means, and dispossess and remove Tenant and all other Persons and
property from the Premises, without liability therefor or for any loss or damage
occurring in connection therewith and without being deemed guilty of trespass
and without prejudice to any remedies which otherwise may be available to
Landlord. In no event shall any re-entry be deemed an acceptance of surrender of
the Premises and/or this Lease or construed as an election on Landlord's part to
terminate this Lease (which only may occur by Landlord's giving the notice
referred to in Section 23.2(e)below); nor shall it absolve or discharge Tenant
from liability under this Lease. Notwithstanding any such re-entry, or reletting
pursuant to Section 23.2(b) below, Landlord may, at any time thereafter, elect
to terminate this Lease for any future Event of Default.

                  (B) Attempt to re-let the Premises or any part thereof in the
name of Landlord, Tenant or otherwise, for such term or terms (which may be
greater or less that the period, which would otherwise have constituted the
balance of the Term) and on such conditions (which may include concessions or
free rent) as Landlord, in its sole and absolute discretion, may determine, and
collect and receive the rent therefor. In no event, however, shall Landlord be
under any obligation to re-let the Premises or any part thereof other than to
make reasonable efforts to do so and to mitigate its damages, and Landlord shall
in no way be responsible or liable for any failure to re-let or for any failure
to collect




                                       21
<PAGE>

any rent due upon any such re-letting. Landlord, at Landlord's option, may make
such renovations and repairs and other physical changes in and to the Premises
as Landlord, in its sole and absolute discretion, considers advisable or
necessary in connection with any such re-letting or proposed re-letting, without
relieving Tenant of any liability under this Lease or otherwise affecting any
such liability. Landlord may recover from Tenant Landlord's costs associated
with the reasonable alteration or repair of the Premises that is necessary and
proper in connection with preparing the Premises for reletting as office space;
provided, however, (1) such right of recovery shall be limited to an initial
amount of sixty percent (60%) of the Tenant Improvement Allowance in the first
year of the Term and reduced by twenty percent (20%) per Lease year for each
lease year thereafter such that in the sixth year of the lease Term landlord
shall not be entitled to any recovery for such costs and expenses, and (2) such
right of recovery shall not apply in the event of the termination of the Lease
for any reason in accordance with Sections 11 (Damage or Destruction) or 12
(Condemnation) of this Lease.

                  (C) Bring suit to recover possession of the Premises and/or to
collect all Rent and other sums and charges payable by Tenant hereunder and/or
to specifically enforce any provision hereof and/or to seek damages.

                  (D) Collect, by suit or otherwise, each installment of Rent
(together with other sums payable by Tenant hereunder) as they became due,
and/or any deficiency (the "DEFICIENCY") between the Rent and the net proceeds
of any re-letting of the Premises (after first deducting from any re-letting
proceeds all of Landlord's reasonable expenses in connection with such re-entry
and/or re-letting, including, without limitation, all repossession costs,
brokerage and management commissions, operating expenses, reasonable attorneys'
fees and disbursements, alteration costs and other expenses of preparing the
Premises for such re-letting). In any proceeding to enforce its rights and
remedies under this Lease, Landlord shall be entitled to collect all costs and
expenses incurred by Landlord, including, without limitation, attorneys' fees
and experts' fees. Landlord shall be entitled to recover all such amounts
monthly or as the same shall arise and not suit to collect such amounts for any
period shall prejudice Landlord's right to collect such amounts for any prior or
subsequent period by a similar proceeding. Alternatively, Landlord shall have
the right to (a) accumulate such amounts and sue to recover the same from time
to time as Landlord may determine, or (b) accelerate Rent due hereunder for a
period of up to one (1) year from the period any Rent is past due and unpaid.
Except as expressly set forth herein, in no event shall Tenant be entitled to a
credit in respect of any proceeds from any re-letting and then only to the
extent that such proceeds are actually received by Landlord. Notwithstanding any
other provision of this Agreement, Landlord shall not have (and hereby waives
same if provided by applicable law) any right to accelerate rent and all other
amounts payable by Tenant hereunder. Landlord shall not have the right to sue
Tenant for any consequential, punitive or special damages (including, without
limitation, any claims for lost profits and/or lost business opportunity), or
sue Tenant for the cost to renovate the Premises for any prospective tenant
except as described in Section 23.2(b) above. In the event of any default by
Tenant under this Lease, Landlord shall use commercially reasonable efforts to
mitigate its damages.

         23.3 Tenant, for and on behalf of itself and all Persons claiming by,
through or under Tenant (including, without limitation, Tenant's
trustee-in-bankruptcy and all of Tenant's creditors), hereby expressly waives,
so far as permitted by law, any and all rights which Tenant and all such Persons
have to (a) have a jury determine any issue in dispute between Landlord and
Tenant, (b) redeem the Premises or any portion thereof, (c) re-enter or
repossess the Premises or any portion thereof, and (d) restore the operation of
this Lease after Tenant shall have been dispossessed by a judgment, writ or
other court order, or after any re-entry or repossession by Landlord, or after
any termination of this Lease, whether such dispossession, re-entry or
termination shall be by operation of law or pursuant to the provisions of this
Lease. The terms "enter", "re-enter", "entry" or "re-entry", as used in this
Lease, are not and shall not be deemed to be restricted to their technical legal
meanings.



                                       22
<PAGE>

         23.4 If, following the occurrence of any Event of Default hereunder,
Landlord elects not to terminate this Lease or if this Lease shall terminate as
a result of or while there exists an Event of Default hereunder, any funds
(including interest earned thereon, if any) then held by Landlord or a
Landlord's Mortgagee in which Tenant has an interest may be applied by Landlord
for the purposes of curing any Event of Default and/or to pay any damages to
which Landlord is entitled hereunder. If this Lease is terminated, the balance
remaining, if any, shall be paid to Tenant.

         23.5 Landlord will not be deemed in default under this Lease unless
Landlord violates, breaches or fails to comply with any term, condition or
provision of this Lease, and Landlord fails to cure such violation, breach or
non-compliance within thirty (30) days after Notice from Tenant specifying such
violation, breach or non-compliance; provided, however, if such violation,
breach or non-compliance cannot reasonably be cured within such thirty (30) day
period and Landlord commences such cure promptly upon receipt of such Notice and
thereafter diligently and continuously takes such action as may be necessary to
effect such cure, then Landlord shall have such longer period of time (not to
exceed sixty (60) days), as may be reasonably necessary to cure such violation,
breach or non-compliance. Upon any default by Landlord, Tenant may exercise any
of its rights provided at law or in equity, subject to all limitations set forth
elsewhere in this Lease.

24.      ESTOPPEL CERTIFICATES

         At any time during the Term, each party shall, within fifteen (15) days
after the other party's request, accurately complete, execute and return to the
other party an estoppel certificate concerning the status of the Premises and
this Lease as each party reasonably request. Each party's failure to do so shall
be an Event of Default hereunder. All such statements and/or certificates may be
conclusively relied upon by either party and/or any purchaser, encumbrancer, or
lender of a party's interest in the Office Building Project.

25.       BROKERAGE

         Tenant warrants to Landlord that Tenant dealt and negotiated solely and
only with Landlord for the Lease and with no other broker, firm, company or
person except: Select Real Estate by Stephanie Miller, Inc. Tenant (for good and
valuable consideration) shall indemnify and hold Landlord harmless from and
against any and all claims, suits, proceedings, damages, obligations,
liabilities, counsel fees, costs, losses, expenses, orders and judgments imposed
upon, incurred by or asserted against Landlord by reasons of the falsity or
error of its own aforesaid warranty. Landlord shall be solely responsible for
all commissions due to Select Real Estate by Stephanie Miller, Inc. pursuant to
a separate written brokerage agreement which shall survive the termination of
this Lease.

26.      QUIET ENJOYMENT

         Landlord covenants that Tenant, upon paying all Rent as provided herein
and upon complying with all of its obligations hereunder, shall lawfully and
quietly hold, occupy and enjoy the Premises during the Term without hindrance or
molestation by Landlord or by anyone lawfully claiming by, through or under
Landlord, subject, however, to the terms and conditions of this Lease.

27.      ADDITIONAL REPRESENTATIONS AND WARRANTIES

         27.1 Tenant hereby represents and warrants to Landlord that (a) the
person executing and delivering this Lease on Tenant's behalf has been duly
authorized to do so, (b) Tenant has full power, right and legal capacity to
enter into this Lease and to fully perform all of its obligations hereunder, (c)
if




                                       23
<PAGE>

Tenant is other than an individual, the exercise of such rights and powers has
been duly authorized by all requisite actions (and consented to by all necessary
third parties, if any), and (d) this Lease is binding upon Tenant in accordance
with its terms.

         27.2 Landlord represents and warrants to Tenant that (a) the person
executing and delivering this Lease on Landlord's behalf has been authorized to
do so, (b) it has authority to enter into this Lease, (c) to the best of its
knowledge, there are no pending or threatened condemnation proceedings affecting
all or any portion of the Premises, (d) to the best of Landlord's knowledge, the
use of the Premises by Tenant strictly in accordance with the provisions of
Section 15.1 hereof will not violate or be prohibited by any Law or CC&R's in
effect on the Lease Date, (e) the Office Building Project is in full compliance,
or will be once completed, with all applicable federal, state, and local laws,
ordinances, orders, rules, or regulations with respect to zoning, subdivision,
building, safety, fire protection, public access, or environmental matters, and
(f) the ground lease landlord under the Ground Lease has consented to this
Lease.

28.       LIMITATION OF LIABILITY

         Tenant agrees that (a) the obligations of Landlord under this Lease do
not constitute personal obligations of Landlord or of any members, directors,
officers, partners or shareholders of Landlord, (b) Tenant and all Persons
claiming by, through or under Tenant shall look solely to Landlord's interests
in the Office Building Project, and not to any other assets of Landlord or any
of its members, officers, directors, partners or shareholders for satisfaction
of any liability of Landlord with respect to this Lease, and (c) Tenant shall
not seek recourse against any of such members, directors, officers, partners or
shareholders or against any of their personal assets or any of Landlord's other
assets for such satisfaction, in the absence of fraud.

29.      CONSENTS

         Each of Landlord and Tenant agrees that with respect to any approval or
consent required of it under this Lease as to which such party has expressly
agreed that it may not unreasonably withhold or delay such consent or approval,
it shall, within ten (10) days after receipt of any request for consent or
approval (except when another response time is specified in this Lease, in which
event such other time shall govern), respond in writing either granting or
denying the same and, if denied, stating therein with particularity the basis
for such denial. Failure to timely deny any such request shall be deemed to be
an approval thereof. No consent or approval by Landlord or Tenant shall be
deemed to waive or render unnecessary such party's consent or approval of any
subsequent similar act by the other party.

30.      UNAVOIDABLE DELAYS

         Each of Landlord and Tenant agree that the other party's failure to
meet any of its obligations hereunder solely on account of the occurrence of
Unavoidable Delays shall not be deemed to be a default in the performance
thereof and that the applicable time limit with respect thereto shall be
extended for the same amount of time as that lost on account of the Unavoidable
Delays; provided, however, that no such extension shall apply to (a) extend the
time when any payment of Rent or any other sum is due from Tenant hereunder, or
(b) extend the length of the Term hereof. Each party further covenants that it
will use reasonable efforts to shorten any Unavoidable Delays, provided the
ability to do so is within such party's reasonable control. Notwithstanding
anything to the contrary contained in this Lease or any exhibit hereto,
governmental restriction or delay (including any delay by any governmental
authority with respect to approval of plans and specifications and/or the
issuance of permits for Tenant's Work) shall not be deemed Unavoidable Delays.



                                       24
<PAGE>

31.      ENVIRONMENTAL LIABILITIES

If at any time during the Term of this Lease hazardous substances are discovered
on or under the Premises, the Office Building, or the Project (the "Property")
in violation of any Environmental Law and such violation is not caused by the
acts of Tenant ("Environmental Violation"), then Landlord shall indemnify Tenant
against any and all loss, damages, claims or costs incurred by Tenant as a
result of such violation, and upon notice of same from Tenant, promptly remove
or otherwise eliminate the Environmental Violation from the Property in
accordance with all applicable laws ("Remedial Action") and without cost to
Tenant or interference with Tenant's use of the Premises. If Tenant's business
operations are materially affected by Landlord's Remedial Action, then Tenant
shall not be required to pay rent or any other charges payable by Tenant
hereunder until such time as Landlord has completed its Remedial Action and
Tenant can resume its normal business operations. Further, if Tenant's business
operations are materially affected by Landlord's Remedial action for a period of
more than one hundred eighty (180) days, then Tenant shall have the right to
either (a) abate all rental payments until all loss, cost and expense incurred
by Tenant in connection therewith have been reimbursed, and (b) terminate this
Lease.

         Tenant agrees to indemnify, defend and hold harmless Landlord from and
against any and all damage, claim, liability or loss, including reasonable
attorneys' and other fees arising out of the generation, treatment, storage or
disposal of Hazardous Substances by Tenant, its employees, agents and
contractors in the Premises.

32. RULES AND REGULATIONS. Tenant shall comply with, and shall use its
reasonable efforts cause its employees, agents, visitors and invitees to comply
with, the rules and regulations of the Office Building set forth in the attached
EXHIBIT J. Landlord may makes changes and alterations to such rules and
regulations as are reasonably necessary for the safety, protection, care and
cleanliness of the Premises, the Office Building Project and the operation
thereof, the preservation of good order therein and the comfort of the tenants
in the Office Building consistent with class a building standards. In the event
of a conflict between the provisions of such rules and regulations and the terms
of this Lease, each as amended, the terms of this Lease shall control. Landlord
shall use reasonable efforts to cause the tenants of the Office Building, and
their employees, agents, visitors and invitees, to comply with such rules and
regulations, as amended. Landlord shall not enforce such rules and regulations,
as amended, with respect to Tenant in a manner that is more restrictive than the
manner they are enforced as to any other tenant of the Office Building, or in a
manner which would materially and adversely impact Tenant's enjoyment of the
Premises.

33.      MISCELLANEOUS

         33.1 Time is of the essence of this Lease and each and every provision
hereof. All references to days hereunder refers to calendar days, however, if
the time for the performance of any obligation hereunder expires on a day other
than a business day (any day other than a Saturday, Sunday or state or federal
legal holiday), the time for performance shall be extended to the next
succeeding day which is a business day.

         33.2 No surrender or termination of this Lease, other than one
occurring at the natural end of the Term, shall operate as a merger of
Landlord's and Tenant's estates in the Premises, but instead shall, at
Landlord's option, either terminate any or all existing subleases or act as an
assignment to Landlord of any or all of the same.

         33.3 Nothing contained in this Lease shall be deemed or construed as
creating a partnership, joint venture, principal and agent, or any other
relationship between Landlord and Tenant, other than that





                                       25
<PAGE>

of Lessor and Tenant, or cause Landlord to be responsible in any way for the
debts or obligations of Tenant.

         33.4 In the event suit is brought or an attorney is retained by either
party to this Lease to enforce the terms of this Lease or to collect for the
breach hereof or for the interpretation of any provision herein in dispute, the
prevailing party shall be entitled to recover, in addition to any other remedy,
reasonable attorneys' fees, court costs, costs of investigation and other
related expenses incurred in connection therewith. If suit is commenced,
attorneys fees shall be fixed by the court.

         33.5 If any person or entity not a party to this Lease shall institute
an action against Tenant or any other Tenant Party in which Landlord,
involuntarily and without any fault on its part, shall be made or attempted to
be made a party, or if Landlord shall be required to initiate, defend or appear
in any litigation on account of any act or omission of Tenant or any other
Tenant Party, then Tenant shall pay, indemnify and hold Landlord harmless for,
from and against all claims, damage, loss, liability and expense (including,
without limitation, attorney's fees and disbursements) incurred by Landlord in
connection therewith.

         33.6 Landlord's rights, powers and remedies hereunder or at law or in
equity are cumulative and non-exclusive, and each may be pursued singularly,
consecutively or concurrently with any others. No remedial action taken
hereunder by or on behalf of Landlord shall constitute a cure or waiver of, or
an election of remedies with respect to, any default hereunder, or waive or
modify any notice thereof, or otherwise prejudice any rights, powers or remedies
of Landlord hereunder or at law or in equity.

         33.7 Failure or delay of Landlord to exercise any right hereunder or to
enforce any breach hereof shall not operate as a waiver of such right or breach
or of any other right or breach.

         33.8 The parties shall cooperate with each other to execute and deliver
such instruments and documents and take such actions as may be required, or as a
party may reasonably deem desirable, to effectuate the provisions and intent of
this Lease.

         33.9 This Lease represents the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings of the parties concerning the same. No provision of this
Lease shall be waived or altered or otherwise amended except pursuant to an
instrument in writing signed by the party to be charged and no consent to any
departure by any party from the provisions of this Lease shall be effective
pursuant to an instrument in writing signed by the party who is claimed to have
so consented and then such consent shall be effective only in the specific
instance and for the specific purpose for which given. No course of dealings
between the parties shall operate as a waiver.

         33.10 All notices, demands and other communications required or
permitted to be given under the terms of this Lease ("NOTICES") shall be in
writing and delivered by hand or sent by nationally recognized overnight
delivery service (such as FedEx), addressed as follows:

Notices to Landlord:             Riverview Associates Limited Partnership
                                 27300 Riverview Center Blvd.
                                 Bonita Springs, FL 34134

with a copy to:                  R. Scott Price, Esq.
                                 Cheffy, Passidomo, Wilson & Johnson
                                 821 Fifth Ave., South
                                 Naples, Florida 34102



                                       26
<PAGE>

Notices to Tenant:               The Source Interlink Companies
                                          10 E. 40th Street
                                          New York, NY  10016
                                          Attn: James R. Gillis, President

with a copy to:                  Gregory A. McLaughlin, Esq.
                                          Tripp Scott, P.A.
                                          110 S.E. 6th Street, 15th Floor
                                          Fort Lauderdale, FL  33301

or at such other address as a party may from time to time designate by Notice to
the other party. Notice personally delivered shall be deemed given on the date
of delivery. Any notice sent by overnight delivery service shall be deemed given
one (1) business day following the date such Notice was properly deposited,
prepaid, with the delivery service for delivery the following business day.

         33.11 Unenforceability for any reason of any provision of this Lease
shall not limit or impair the operation or validity of any other provision of
this Lease.

         33.12 This Lease shall be governed by and construed in accordance with
the laws of the State of Florida. Venue for any dispute arising out of this
Agreement shall be in the Circuit Court for the judicial district in which the
Office Building is located.

         33.13 The Recitals set forth on page 1, and each Exhibit hereto, are
incorporated in this Lease. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Lease. This Lease shall be construed according to its
fair meaning and neither for nor against any party hereto irrespective of which
party caused the same to be drafted. Each of the parties acknowledges that it
has been, or has had the opportunity to be, represented by an attorney in
connection with the preparation and execution of this Lease, and that this Lease
accurately and completely reflects the reasonable expectations of such party.

         33.14 Subject to the provisions of Section 21 above, this Lease shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Except as expressly provided herein, no
person or entity other than the parties hereto shall obtain any rights or
benefits under or by virtue of this Lease.

         33.15 This Lease may be executed in counterparts, and any set of
counterparts containing original signatures of both Landlord and Tenant shall
constitute an original agreement for all purposes.

         33.16 The furnishing of this Lease to Tenant shall not be considered an
offer to lease, even though completed in every respect, unless and until the
document has been executed by Landlord. No prior correspondence or other
communication respecting this Lease shall create any obligations between the
parties.

         33.17 Notwithstanding any other provision of this Agreement, Landlord
hereby waives any statutory liens and any rights of distress with respect to the
personal property (trade fixtures, equipment and merchandise) of Tenant from
time to time located within the Premises ("Tenant's Property"). This Lease does
not grant a contractual lien or any other security interest to Landlord or in
favor of Landlord with respect to Tenant's Property.

         33.18 In the event of any controversy arising under or relating to the
interpretation or




                                       27
<PAGE>

implementation of this Lease or any breach thereof, the prevailing party shall
be entitled to payment for all costs and attorneys' fees (both trial and
appellate) incurred in connection therewith.

34.      OPTION TO LEASE ADDITIONAL SPACE:

     Provided that an Event of Default has not occurred and is continuing,
Tenant shall have the option to lease (the "Lease Option") up to 10,000 square
feet of Rentable Area on the second floor of the Office Building (the "Option
Space") for a period of one (1) year from the Commencement Date of the Lease. To
exercise the Lease Option, Tenant shall provide Landlord with ninety (90) days
written notice, it being understood that the commencement of the lease for the
Option Space must occur within the period of one (1) year from the Commencement
Date of the Lease and that the Option space shall be incorporated into the
Premises hereunder and be subject to the terms of this Agreement. The Base Rent
shall be increased in an amount equal to the per square foot Base Rent
multiplied by the number of additional square feet of Option space leased by
Tenant. Landlord will provide the same general level of fitout on a per square
foot basis as the original Premises with Rent payable by Tenant calculated in
the same manner provide for in the Lease. In the event that Tenant does not
exercise this option within the required period, this option shall expire and
Landlord shall be free to enter into an agreement to lease the Option Space to a
third party, subject to the first right of refusal contained in this Lease.

35.      FIRST RIGHT OF REFUSAL TO LEASE ADDITIONAL SPACE:

     Provided that an Event of Default has not occurred and is continuing,
Tenant shall have the first right of refusal to lease all additional space (the
"Additional Space") in the Office Building. Upon receipt of a bona fide third
party offer to lease (the "Offer to Lease"), Landlord will provide Tenant with
written notice of its intent to lease the Additional Space and Tenant shall have
the option, to be exercised within fifteen (15) days of receipt of notice from
Landlord, to lease the Additional Space. The Additional Space shall be
incorporated into the Premises covered by this Lease and the Tenant Fit Out
[(amortized for the remaining balance of the term)] and Rent for such space
shall be computed in the same manner of this Lease on a per square foot basis.
In the event that Tenant does not exercise this option within such fifteen (15)
day period, this right of refusal shall lapse with respect to such lease and
Landlord shall be free to enter into an agreement to lease the Additional Space
to the third party. However, Tenant's right of first refusal shall be reinstated
and apply to such Additional space in the event such lease expires or terminates
in the future. Also any remaining Additional Space shall continue to be subject
to the refusal of first renewal in this Section 35.

36.      OPTION TO PURCHASE

         36.1 Provided that an Event of default has not occurred and is
continuing, Tenant shall have the right to purchase the Ground Lease and the
Office Building Project ("Option to Purchase") at any time during the Initial
Term or any Extension Term of this Lease upon giving notice in writing to
Landlord and the Ground Lease Landlord (the "Purchase Notice") prior to the
expiration of the Initial Term or any Extension Term hereof of Tenants intention
to purchase the Premises. If Tenant exercises this Option to Purchase, then
Tenant shall purchase and the Ground Lease Landlord and the Landlord shall sell
their respective interests in the Ground Lease and the Office Building Project
upon the terms and conditions set forth in this Section (the "Purchase Terms").
Upon the closing of title pursuant to the above-mentioned Purchase Terms, this
Lease shall terminate and end. The purchase price for the Premises shall be
determined by the procedure set forth below.

         36.2 Ground Lease Landlord and Tenant agree to act reasonably and in
good faith to negotiate a purchase price for the Ground Lease and the Office
Building Project that will be equal to the then current fair market value of the
Ground Lease and the Office Building Project ("Purchase Price"). The




                                       28
<PAGE>

Ground Lease Landlord and the and Landlord shall independently agree to an
allocation of the Purchase Price between their respective interests. In no event
shall such allocation delay or prevent Tenant from closing under this Option to
Purchase. In the event the parties are unable to reach an agreement with respect
to the Purchase Price within thirty (30) days of the Purchase Notice then either
party may notify the other of its intent to have the Purchase Price determined
by appraisal. Such notice must identify the appraiser retained to make such
determination, which appraiser must be engaged full time as a real estate
appraiser and must be a member of the American Institute of Real Estate
Appraisers. A copy of such appraiser's report indicating the appraised fair
market value of the Ground Lease and the Office Building Project shall be
delivered, upon receipt, to the other party. If the fair market value contained
in the appraisal is not acceptable to the other party, such other party shall
then have thirty (30) days to retain a second appraiser to make a separate
determination and to submit a separate report indicating the fair market value
of the Ground Lease and the Office Building Project. Such second appraiser must
also be engaged full time as a real estate appraiser and must also be a member
of the American Institute of Real Estate Appraisers. A copy of such second
appraiser's report shall be delivered, upon receipt, to the other party. If the
appraised fair market value of the Ground Lease and the Office Building Project
according to such two (2) appraisal reports vary by ten (10%) percent or less,
then the fair market values indicated in the two (2) reports shall be averaged
and the value thus obtained, shall, for all purposes, conclusively be the
Purchase Price. If such values vary by more than ten (10%) percent then such two
(2) appraisers shall select a third appraiser, similarly qualified, who shall
determine the fair market value of the Ground Lease and the Office Building
Project, such determination to be conclusive on the parties. If the two (2)
appraisers fail to appoint such third appraiser within thirty (30) days after
delivery of the second appraiser's report, the third appraiser shall be
appointed by the presiding judge of the state court of general jurisdiction for
the county in which the Ground Lease and the Office Building Project are
located, and such third appraiser shall then individually determine the fair
market value of the Ground Lease and the Office Building Project, such
determination to be binding upon each of the parties. It is expressly agreed
that the determination of the fair market value of the Ground Lease and the
Office Building Project by a third appraiser (whether appointed by the prior two
(2) appraisers or such presiding judge) shall be a value that must be between
the values determined by the results of the prior two (2) appraisers, and the
submission of the dispute to such third appraiser shall so provide. It is
further expressly acknowledged, understood and agreed that such appraisals shall
determine the actual fair market value of the Ground Lease and the Office
Building Project for the purposes of determining the Purchase Price to be paid
under the Option to Purchase. In determining the fair market value of the Office
Building, the Appraisers shall consider: (1) with respect to the space affected
by the Lease, the fair market value rent for a comparable lease considering the
space taken, term, tenant improvement allowances and other relevant factors, (2)
the existence, or nonexistence, of other leases affecting the Office Building
other than this Lease, and (3) a developer profit of five percent (5%). The fair
market value of the Ground Lease and the Office Building Project as determined
by the above procedure shall be the Purchase Price for the Ground Lease and the
Office Building Project. Each party shall pay all costs, fees and expenses of
the appraiser appointed by it, and fifty (50%) percent of the costs, fees and
expenses of the third appraiser, if any. The Closing Date of the sale and
purchase shall be extended as necessary to complete the procedure set forth
above, and if extended, the Closing shall occur fifteen (15) days after the
Purchase Price is finally determined. In association with such sale, Landlord
agrees to enter into agreements with Tenant, or use its reasonable best efforts
to cause the association as the owner, to : (1) permit Tenant to utilize the
chiller plant for the property in the same manner designed with some equitable
arrangement for the sharing of the ongoing expenses of such chiller plant, and
(2) a reciprocal rights with respect to the use of any roadways and sidewalk
which provide access to the Office Building Project which are owned by Landlord,
or an assignment of Landlord's rights under similar agreements with the
association or any governmental entity. In the event that Tenant exercises such
option, Tenant shall either: (1) assume the Ground Landlord's and Lease
Landlord's mortgages encumbering the Office Building to the extent of the
Purchase Price, or (2) prepay such mortgages and pay any associated prepayment
penalties provided such penalties are reasonable and customary for mortgages of
such type.



                                       29
<PAGE>

         36.3 Notwithstanding anything contain herein to the contrary, Tenant
agrees that the Purchase Price shall be the greater of the Purchase Price as
determined in accordance with Section 36.2 or the actual cost of the Ground
Lease and the Office Building Project (the "Office Building Project Cost") plus
a five percent (5%) developer profit ("Developer Profit") (as applied to the
Office Building Project Cost). The Office Building Project Cost shall be the
actual cost incurred by the Ground Lease Landlord in acquiring the land upon
which the Office Building Project is located and the Landlord for the
construction of the Office Building Project which cost shall include, but not be
limited to, the value of the land at the time of construction, all construction
costs, allocation of the cost of the chiller plant providing HVAC to the Office
Building Project, carrying and financing costs which are capitalized under
generally accepted accounting principles, and all project soft costs. Within six
(6) months of the Commencement Date of the Lease, Landlord will provide Tenant
with the cost breakdown and Tenant shall have thirty (30) days to review. If
Tenant accepts Landlord's Office Building Project Cost, said cost plus Developer
Profit shall be deemed the minimum Purchase Price (the "Minimum Purchase Price")
to be paid by Tenant if it exercises the Option to Purchase. In the event that
Tenant wish to dispute the cost provided by Ground Lease Landlord and Landlord,
Tenant shall notify Ground Lease Landlord and Landlord of its intent to audit
Landlord's records, and Landlord shall make timely arrangements for Tenant's
representatives to conduct said audit or send such to Tenant's attorneys or
accountant's offices. In the event that Ground Lease Landlord and Landlord and
Tenant are unable to agree on the Office Building Project Cost, both parties
agree to submit the dispute to binding arbitration.

         36.4 If Tenant exercises the Option to Purchase, the transfer of the
Office Building Project will be controlled by the provisions contained in
EXHIBIT "K".

         36.5 Tenant, Landlord and Ground Lease Landlord agree execute and
deliver a memorandum of lease and option for recording in the public records of
Lee County, Florida within thirty (30) days after the date of execution of this
Lease Such memorandum shall be in a form reasonably satisfactory to Tenant,
Landlord and Ground Lease Landlord.

         37. CONSENT TO TRANSFER OF GROUND LEASE TO LANDLORD. Tenant
acknowledges that at some time during the term of this Lease the Ground Lease
landlord's may assign their interest in the Ground Lease to the Landlord. Tenant
consents to such transfer and agrees to execute any documents or certificates
reasonably requested by Landlord in connection with such assignment. Any
reasonable expenses of Tenant in reviewing such documents shall be reimbursed by
Landlord.



                                       30
<PAGE>


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



WITNESSES:                       LANDLORD:

                                 RIVERVIEW ASSOCIATES LIMITED PARTNERSHIP,
                                 a Florida limited partnership


                                 By: RIVERVIEW ASSOCIATES, L.L.C., a Florida
                                 limited liability company as its general
                                 partner


Witness /s/ Donald Draggoo       By: /s/ John S. McGarvey
        ----------------------       -------------------------------------------
Print Name Donald Draggoo        Name: John S. McGarvey
      ------------------------         -----------------------------------------
                                 Its: Managing Member

Witness /s/ William G. Price, Jr.
        -------------------------
Print Name William G. Price, Jr.
           ----------------------

WITNESSES:                                  TENANT:

                                            THE SOURCE INTERLINK COMPANIES


Witness /s/ Donald Draggoo                  By: /s/ James R. Gillis
        -----------------------------           --------------------------------
Print Name Donald Draggoo                   Name: James R. Gillis
           --------------------------       Title: President

Witness /s/ William G. Price, Jr.
        -----------------------------
Print Name  William G. Price, Jr.
            -------------------------



                                       31
<PAGE>

                           JOINDER OF GROUND LEASE LANDLORD


         The undersigned Ground Lease Landlords join into this Lease solely for
the purpose of consenting to the Landlord hereunder entering into this Lease
with Tenant and for the purpose of agreeing to be bound by the terms of Section
36 regarding the Option to Purchase. In the event that the Ground Lease is
terminated for any reason, then this Lease shall remain in full force and
effect, and the Ground Lease Landlord agrees it will attorn to and recognize
Tenant as its tenant under this Lease to the same extent as if Ground Lease
Landlord had been the original Landlord under this Lease, and the Ground Lease
Landlord agrees in that event to recognize and honor the validity and
enforceability of this Lease, and to perform each and every covenant and term of
the Landlord hereunder.

                                         GROUND LEASE LANDLORD


Witness /s/ William G. Price, Jr.        By: /s/ John S. McGarvey
        ----------------------------         -----------------------------------
Print Name William G. Price, Jr.               JOHN S. McGARVEY
           -------------------------

Witness /s/ Donald Draggoo
        ----------------------------
Print Name Donald Draggoo
           -------------------------


Witness /s/ William G. Price, Jr.        By: /s/ Joanne McGarvey
        ----------------------------         -----------------------------------
Print Name William G. Price, Jr.               JOANNE H. McGARVEY

Witness /s/ Donald Draggoo
        ----------------------------
Print Name Donald Draggoo
           -------------------------




                                       32


</TEXT>
</DOCUMENT>
