CDW COMPUTER CENTERS INC
EXHIBIT 10 (DDD) LEASE AGREEMENT DATED 10/3/00
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10 (DDD) LEASE AGREEMENT DATED 10/3/00
<TEXT>



                                   EXHIBIT 10 (ddd)
                       LEASE AGREEMENT DATED OCTOBER 3, 2000
                          BETWEEN THE COMPANY AS LESSEE
                         AND HAMILTON PARTNERS AS LESSOR
<PAGE>
472284_8.DOC
HAMILTON PARTNERS

Real Estate Investment




















                             OFFICE LEASE AGREEMENT

                       HP Woodland Falls I, LLC, Landlord
                                       and
                       CDW Computer Centers, Inc., Tenant


<PAGE>


472284_8.DOC                                             23

472284_8.DOC                                              1
STANDARD OFFICE LEASE                   Prepared on:               10/10/00
IL 2/99                                 By:                       JKB



                                 LEASE AGREEMENT


         THIS LEASE AGREEMENT made and entered into between HP Woodland Falls I,
LLC,  an  Illinois  limited  liability  company  ("Landlord")  and CDW  Computer
Centers, Inc., an Illinois corporation ("Tenant").


I.       Basic Terms

A.       Date of Lease:                                       October 3, 2000

B.       Landlord's Address for Notices:             c/o Hamilton Partners
                                                     1130 Lake Cook Road
                                                     Buffalo Grove, IL  60089
         Landlord's Address For
         Rent Payments:                              300 Park Boulevard
                                                     Itasca, IL  60143

C.       Tenant's Address for Notices:

         (prior to Commencement):                    200 N. Milwaukee Ave.
                                                     Vernon Hills, IL  60061
                                                 Attn.:  Chief Financial Officer

         In either case, copy to:                    Michael S. Tepper, Esq.
                                                     Arnstein & Lehr
                                                     120 S. Riverside Drive
                                                     Chicago, IL  60606-3913

D.       Development:      The  complex   commonly  known  as  Woodland   Falls,
                           Mettawa,  IL and shown on the site plan  attached  as
                           Exhibit A-2.

E.       Property:         The  real   property   described   in  Exhibit   A-1,
                           comprising  approximately  8.031  acres  and shown on
                           the site plan attached as Exhibit A-2

F.       Building:         The  improvements   currently  situated,   or  to  be
                           constructed  pursuant  hereto  on  the  Property  and
                            commonly known as Woodland Falls I


G.       Premises:          The entire Building and Property.

H.       Schedule of Base Rent:
<TABLE>
<CAPTION>

====================================================================================================================
        Months              Square Feet          Annual Rent per         Annual Base Rent       Monthly Base Rent
                                                  square foot
====================================================================================================================
<S>  <C>                     <C>                    <C>                    <C>                 <C>
        1 - 6                 156,160                $  6.97                $1,088.435.20       $90,702.93
        7 - 9                 156,160                $ 13.93                $2,175,308.80       $181,275.73
       10 - 12                156,160                $ 20.90                $3,263,744.00       $271,978.67
       13 - 24                156,160                $ 21.47                $3,352,755.20       $279,396.27
       25 - 36                156,160                $ 22.06                $3,444,889.60       $287,074.13
       37 - 48                156,160                $ 22.67                $3,540,147.20       $295,012.27
       49 - 60                156,160                $ 23.29                $3.636,966.40       $303,080.53
       61 - 72                156,160                $ 23.93                $3,736,908.80       $311,409.07
       73 - 84                156,160                $ 24.59                $3,839,974.40       $319,997.87
       85 - 96                156,160                $ 25.27                $3,946,163.20       $328,846.93
       97 - 108               156,160                $ 25.96                $4,053,913.60       $337,826.13
      109 - 120               156,160                $ 26.67                $4,164,787.20       $347,065.60
====================================================================================================================
</TABLE>


                  If the  Commencement  Date is not the first day of a  calendar
                  month,  the date of each Base Rent  increase  will be extended
                  until  the first day of the  month  following  the  applicable
                  anniversary of the Commencement Date.


I.   Rentable Area of the Building: 156,160 Square Feet

J.   Projected Commencement Date: March 1, 2001

K.   Term: The period of time commencing on the Commencement Date (as defined in
     Paragraph 2B) and expiring 120 months after the  Commencement  Date (except
     that if the  expiration  date would not be the last day of a calendar month
     the Term shall  extend until the last day of the  calendar  month),  unless
     sooner terminated or extended as may be herein provided.

L.   Security Deposit: None

M.   Permitted  Uses:  General  office  and  any  other  lawful  use  under  the
     applicable zoning  ordinances,  subject to the provisions of the annexation
     agreement and declaration of covenants affecting the Property

N.   Broker(s): CB Richard Ellis



II.      Premises and Term

A. In consideration of the obligation of Tenant to pay rent and the other terms,
provisions,  and covenants hereof,  Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord the Premises for the Term.

B. If Landlord  cannot,  using good faith  efforts,  deliver  possession  of the
Premises by March 1, 2001, Landlord shall not be deemed to be in default, nor in
any way liable to Tenant  because of such  failure,  except  that if Landlord is
unable to deliver  possession of the Premises by June 1, 2001, Tenant shall have
the option to terminate  this Lease.  Tenant agrees to accept  possession of the
Premises on the  Delivery  Date as defined in the Work Letter.  Landlord  hereby
waives  payment  of Base  Rent and  Tenant's  Proportionate  Share of Taxes  and
Operating  Expenses  covering any period prior to the date which is the later of
the Projected Commencement Date and the Delivery Date (the "Commencement Date").

C. Tenant acknowledges that no representations as to the repair of the Premises,
nor  promises  to alter,  remodel  or  improve  the  Premises  have been made by
Landlord,  unless  such are  expressly  set forth in this  Lease or in a writing
signed by both  parties.  Except as provided in the Work  Letter,  the taking of
possession by Tenant shall be deemed conclusively to establish that the Premises
have been completed in accordance with the plans and  specifications  and are in
good and  satisfactory  condition as of when  possession was so taken.  Promptly
following the  Commencement  Date,  Tenant shall execute and deliver a letter of
acceptance of delivery of the Premises,  in the form attached  hereto as Exhibit
F..

D.  Provided  this Lease is in full force and effect and the Tenant shall not be
in default  hereunder,  Tenant may renew and extend his Lease two times for five
(5) years each,  commencing  at the end of the  immediately  previous  term,  by
notice in writing  delivered to Landlord not less than two hundred seventy (270)
days prior to the expiration date of the then current term of this Lease. All of
the  covenants,  conditions  and  provisions  of this Lease shall  thereupon  be
applicable during each said additional five (5) year term except that the amount
of the monthly  rental to be paid by the Tenant to Landlord shall be adjusted to
reflect the then current  market rental (the  determination  of which shall take
into account buildouts,  allowances and other concessions which are being given)
for similar space in the immediate  area.  The market rental shall be determined
by a  representative  of the Tenant and a representative  of the Landlord.  Such
market  rental shall be agreed to by the  fifteenth  (15th) day after receipt of
notice of  Tenant's  renewal of the Lease.  In no event  shall the amount of the
monthly  rental  during any renewal term be less than the monthly  rental during
the last year of the  immediately  previous term. In the event that an agreement
has not been  reached by said  fifteenth  (15th) day,  Landlord and Tenant shall
each select a office  leasing  broker with at least ten (10) years of experience
in the northern  Chicago  suburban  office market These brokers,  in turn,  will
select a third broker with the same  qualifications.  The  determination  of the
market  rental by the panel of three will be made  within  thirty  (30) days and
such determination shall be binding on both parties. Any expenses of such rental
determination  shall be borne  equally by the  parties.  In no event  shall this
renewal option be in effect if the Premises are assigned, subleased or available
for sublease under any of the provisions of this Lease; provided,  however, this
renewal  option shall remain in effect if there is an  "Immaterial  Sublease" of
the Premises. For purposes of this Lease, an Immaterial Sublease shall be deemed
to mean a sublease for, or multiple  subleases  aggregating to, a portion of the
Premises  consisting of less than one full floor in the Building  (approximately
25,000 square feet).



III.     Base Rent

         Tenant  agrees to pay to Landlord in lawful money of the United  States
Base  Rent for the  entire  Term at the rates set  forth  above  per  month,  in
advance.  Thereafter  one such  monthly  installment  shall  be due and  payable
without demand on or before the first day of each calendar month  succeeding the
Commencement Date; further provided,  that the rental payment for any fractional
calendar month at the commencement or termination of the Term shall be prorated.



IV.      Taxes

A.  Landlord  agrees to pay all  general  and  special  taxes,  assessments  and
governmental  charges of any kind and nature whatsoever  (collectively  "Taxes")
lawfully  levied against the Property,  the Building,  and the grounds,  parking
areas,  driveways and alleys around the Building.  For each real estate tax year
applicable to the Term or any extension thereof, Tenant shall pay to Landlord as
additional  rent upon  demand at the time the bill for such tax year  issues the
Taxes  levied  for  such  tax  year (on an  accrual  basis--e.g.  assuming  rent
commencement January 1, 2001, Tenant would be responsible for the 2001 tax bill,
payable in 2002,  not the 2000 bill  actually  payable in 2001) less any monthly
payments paid by Tenant as provided below for such tax year. Taxes shall include
all  payments  for  the  Special  Service  Area  currently   applicable  to  the
Development  (the "Special  Service  Area") which are contained on the tax bills
applicable  to the  Property;  provided,  however,  that  until such time as the
Development  is  completed,  Taxes  shall not  include  more than  21.06% of the
Special Service Area taxes assessed against the entire Development.  Any payment
to be made  pursuant to this Article IV with respect to the real estate tax year
in which this Lease commences or terminates  shall be prorated.  Taxes shall not
include any net income, capital, stock, succession,  transfer,  franchise, gift,
estate,  inheritance  or  transit  fees,  taxes,  levies  or  charges.  Landlord
represents that, to the best of its knowledge,  there are no special assessments
existing,  pending or threatened  with respect to the  Premises,  other than the
Special Service Area. Notwithstanding the foregoing, during the first six months
of this Lease,  Tenant shall pay only one-third of the Taxes  otherwise  payable
hereunder  and during the three months  following  the first six months,  Tenant
shall pay only two-thirds of the Taxes otherwise payable hereunder.

B. During December of each year or as soon  thereafter as practicable,  Landlord
shall give Tenant  written  notice of its estimate of the amount  payable  under
Paragraph 4A for the ensuing  calendar  year. On or before the first day of each
month  thereafter,  Tenant shall pay to Landlord as additional rent  one-twelfth
(1/12th) of such estimated amount,  provided that if such notice is not given in
December, Tenant shall continue to pay on the basis of the prior year's estimate
until the first day of the month  after the month in which such notice is given.
If at any time it appears to Landlord that the amount payable under Paragraph 4A
will vary from its estimate by more than five  percent  (5%),  Landlord  may, by
written  notice to Tenant,  revise its  estimate for such year,  and  subsequent
payments by Tenant for such year shall be based upon such revised estimate.

C. As soon as practicable  after the Taxes for a year are  determined,  Landlord
shall  deliver to Tenant a statement  showing the Taxes under  Paragraph  4A and
Tenant's share thereof.  If such statement  shows an amount due from Tenant that
is less than the  estimated  payments  previously  paid by  Tenant,  it shall be
accompanied  by a refund of the excess to  Tenant.  If such  statement  shows an
amount due from Tenant that is more than the estimated payments  previously paid
by Tenant,  Tenant shall pay the  deficiency to Landlord,  as  additional  rent,
within thirty (30) days after delivery of the statement.

D. If at any time  during the Term,  the  present  method of  taxation  shall be
changed so that in lieu of or in addition to the whole or any part of any Taxes,
there shall be levied,  assessed or imposed on Landlord a capital  levy or other
tax directly on the rents received and/or a franchise tax,  assessment,  levy or
charge measured by or based, in whole or in part, upon such rents, then all such
taxes, assessments, levies or charges, or the part thereof so measured or based,
shall be deemed to be included within the term "Taxes" for the purposes hereof.

E. In  addition  to the Taxes,  Tenant  shall pay to  Landlord  upon  demand any
contingent  fees,  expenses  and costs  incurred by Landlord in  protesting  any
assessments,  levies or the tax rate:  (1) to the extent that such fees are less
than the reduction in Taxes  achieved  through such protest;  or (2) if Landlord
notified Tenant of its intent to protest Taxes,  including information regarding
the fees Landlord proposed to pay, and Tenant did not object to such arrangement
within five (5) business days of notification.  Landlord shall protest all Taxes
unless Tenant objects to Landlord's fee proposal or Landlord  notifies Tenant of
its intent not to protest Taxes at least twenty (20) days prior to the last date
for filing a protest,  whereupon  Tenant may pursue such protest at its own cost
and expense and Landlord shall, to the extent necessary, cooperate with Tenant.



V.       Operating Costs

A. For each  calendar  year  falling  partly  or wholly  within  the Term or any
extension thereof, Tenant shall pay to Landlord as additional rent the Operating
Costs incurred by Landlord for such calendar year less any monthly payments paid
by Tenant as provided  below for such year.  Any payment to be made  pursuant to
this  Article  V with  respect  to the year in which  this  lease  commences  or
terminates shall be prorated.  Notwithstanding  the foregoing,  during the first
six months of this Lease, Tenant shall pay only one-third of the Operating Costs
otherwise  payable hereunder and during the three months following the first six
months,  Tenant  shall pay only  two-thirds  of the  Operating  Costs  otherwise
payable hereunder.

B. As used in this  Lease,  the term  "Operating  Costs"  shall mean any and all
expenses,  costs and  disbursements  (other  than  Taxes) of any kind and nature
whatsoever  incurred by  Landlord in  connection  with the  ownership,  leasing,
management, maintenance, operation and repair of the Building or the Property or
any improvements  situated on the Property (including,  without limitation,  the
cost  of  maintaining  and  repairing  parking  lots,  parking  structures,  and
easements,  property management fees (not to exceed 2% of total  rent--including
additional rent--paid by Tenant),  salaries,  fringe benefits and related costs,
for building  staff,  including  building  management and accounting  personnel;
insurance  costs of such  kind and  nature as may be normal  and  customary  for
comparable  buildings in the northern Chicago  suburban market,  heating and air
conditioning  costs,  common area utility costs such as  electricity,  sewer and
water charges,  the cost of cleaning and removing snow from exterior areas,  the
cost of routine  repairs,  maintenance  and decorating of exterior areas and the
Building's  or  Property's  share of costs of the  Development).  To the  extent
personnel  do work for other  buildings in addition to the  Building,  the costs
associated with such personnel shall be allocated among the buildings based upon
the time  devoted  to each.  Notwithstanding  anything  contained  herein to the
contrary,  depreciation of any capital  improvements made after the date of this
Lease which are intended to reduce  Operating  Costs or which are required under
any governmental laws,  regulations,  or ordinances which were not applicable to
the  Building at the time it was  constructed,  shall be  included in  Operating
Costs (but in no event shall any costs of construction set forth in Exhibit B be
included in Operating  Costs).  The useful life of any such improvement shall be
the maximum period permitted by generally  accepted  accounting  principles.  In
addition,  interest on the  undepreciated  cost of any such  improvement (at the
prevailing  construction loan rate available to Landlord on the date the cost of
such improvement was incurred) shall also be included in Operating Costs. In the
event  Landlord  elects to self insure,  insure with a  deductible  in excess of
$1,000  or  obtain  insurance  coverage  in  which  the  premium  fluctuates  in
proportion to losses  incurred,  then Landlord shall obtain three estimates from
insurance agents of the amount of premium that Landlord would have been required
to  pay to  obtain  insurance  coverage  (or  insurance  coverage  without  such
provision) with a recognized  carrier and the lowest such estimated amount shall
be deemed  to be an  Operating  Cost.  Landlord  may,  in a  reasonable  manner,
allocate  insurance  premiums for so-called  "blanket"  insurance policies which
insure other  properties as well as the Building and said allocated amount shall
be deemed to be an Operating  Cost. If Landlord  selects the accrual  accounting
method  rather than the cash  accounting  method for Operating  Costs  purposes,
Operating  Costs  shall be deemed to have  been  paid  when such  expenses  have
accrued.

C. Notwithstanding the foregoing,  Operating Costs shall in no event include the
following: (1) costs of capital improvements; (2) depreciation; (3) interest and
principal payments on mortgages, and other debt costs or any rent under a ground
lease; (4) real estate brokers' leasing commissions or compensation, advertising
or marketing  expenses;  (5) any cost or  expenditure  (or portion  thereof) for
which Landlord is reimbursed,  whether by insurance  proceeds or otherwise;  (6)
costs for sculptures, paintings or other objects of art (except that there shall
not be excluded the reasonable costs of maintaining,  repairing or insuring such
objects);  (7) wages,  salaries or other  compensation  or benefits  paid to any
persons above the grade of building manager (or property manager,  or such other
title  as may  designate  the  key  management  person  primarily  and  directly
responsible  for the day-to-day  management and operation of the Building);  (8)
costs of any damage  awards paid by Landlord  pursuant to an order of a court of
competent  jurisdiction  and the costs of  Landlord in  defending  itself in any
legal action filed against Landlord to the extent any such action seeks a damage
award and any settlement  payments  which Landlord may make in such action;  (9)
Landlord's  general  overhead,  except as it is related to the management of the
Building;  and (10) any  compensation  paid to any  person or entity  controlled
directly or  indirectly  by Landlord or any  principal of Landlord to the extent
such compensation exceeds the normal and competitive costs of such services.

D. Notwithstanding the foregoing, the amount charged to Tenant for any year with
respect to those  Controllable  Direct Expenses (defined below) in excess of the
Controllable Direct Expenses paid or incurred in the first full year of the Term
(the "Base Year Controllable Direct Expenses") is limited to the amount by which
the Base  Year  Controllable  Direct  Expenses  is  exceeded  by the  Base  Year
Controllable  Direct Expenses as increased at the cumulative annual rate of five
percent  (5%).  By way of  illustration,  if the Base Year  Controllable  Direct
Expenses are $1.00 per square foot,  Controllable  Direct Expenses chargeable to
Tenant for the second year cannot exceed $1.05 per square foot, $1.10 per square
foot for the third  year,  $1.15 per  square  foot for the fourth  year,  and so
forth.  "Controllable  Direct  Expenses"  means those Direct  Expenses which are
within the  reasonable  control of  Landlord,  and shall not  include  insurance
costs,  or costs  or  expenses  (for  example,  without  limitation)  which  are
established by public utilities,  government  regulation or multi-employer labor
agreements or which are subject to variation due to weather conditions,  such as
snow  removal  or for which  Landlord  has  solicited  bids from at least  three
sources and accepts the lowest bid.

E.  Landlord and Tenant  acknowledge  that  certain of the costs of  management,
operation and maintenance of the Development are  contractually  allocated among
all of the  buildings  in the  Development  and  Landlord  shall use  methods of
allocation that are considered reasonable and appropriate for the circumstances.
Tenant  hereby  consents  to such  contractual  allocations  and agrees that the
Building's portion shall be included in Operating Costs.

F. During  December of each year or as soon  thereafter as  practicable  (but no
later than  January 31 of the next year).  Landlord  shall give  Tenant  written
notice of its estimate of the amount payable under  Paragraph 5A for the ensuing
calendar year. On or before the first day of each month thereafter, Tenant shall
pay to Landlord  as  additional  rent  one-twelfth  (1/12th)  of such  estimated
amount,  provided  that if such notice is not given in  December,  Tenant  shall
continue to pay on the basis of the prior year's estimate until the first day of
the month after the month in which such notice is given.

G.  Within  ninety  (90) days after the close of each  calendar  year or as soon
thereafter as practicable,  Landlord shall deliver to Tenant a statement showing
the  Operating  Costs under  Paragraph 5A and Tenant's  share  thereof.  If such
statement  shows an  amount  due from  Tenant  that is less  than the  estimated
payments  previously paid by Tenant,  it shall be accompanied by a refund of the
excess to Tenant. If such statement shows an amount due from Tenant that is more
than the  estimated  payments  previously  paid by Tenant,  Tenant shall pay the
deficiency  to  Landlord,  as  additional  rent,  within  thirty (30) days after
delivery of the statement.

H. Tenant or its representative shall have the right to examine Landlord's books
and records  relative to Operating  Costs and Taxes during normal business hours
within  ninety (90) days  following the  furnishing  of the annual  statement to
Tenant.  Unless  Tenant takes  written  exception to any item within one hundred
twenty (120) days  following the  furnishing of the annual  statement of Tenant,
such statement shall be considered as final and accepted by Tenant and Landlord.
The taking of exception to any item shall not excuse Tenant from the  obligation
to make timely  payment  based upon the  statement as delivered by Landlord.  If
Tenant  gives  notice  of such  exception:  (1) any  charges  disclosed  by such
statement  which  Landlord  agrees are  irregular or improper  shall be promptly
corrected by Landlord and Tenant shall receive a credit  (subject,  however,  to
Landlord's  right to offset  such  amount by any  amounts  owing from  Tenant to
Landlord  under this Lease) for any  overpayments  made by Tenant as a result of
such  irregularities or improper  charges;  or (2) any charges disclosed by such
statement  which  Landlord  and Tenant  cannot agree upon shall be resolved by a
report as to the proper amount of Operating  Costs to be given by an independent
certified public accountant mutually  satisfactory to Landlord and Tenant, which
shall be final,  binding and conclusive  upon Landlord and Tenant (Tenant agrees
to pay the cost of such report unless it is determined that Landlord's  original
determination of the actual (as  distinguished  from estimated)  Operating Costs
was in error by more than 2% [in which case,  Landlord shall pay the cost of the
report]).



VI.      Electric Service

A. To the extent Tenant is not billed directly by a public utility, Tenant shall
pay, upon demand,  as additional rent, for all electricity used by Tenant in the
Premises for lighting,  convenience  outlets,  and other direct uses. The charge
shall be based  upon  metered  use and  shall be at the rates  charged  for such
services by the local  public  authority or utility.  Tenant may  contract  with
alternative   electricity  providers  so  long  as  electricity  costs  and  the
electricity distribution system in the Development are not negatively affected.

B.  Interruptions  of any service shall not be deemed an eviction or disturbance
of Tenant's use and  possession of the Premises or any part  thereof,  or render
Landlord  liable for damages by abatement of rent or otherwise or relieve Tenant
from performance of Tenant's obligations under this Lease, except as provided in
Paragraph 8C.



VII.     Alterations and Repairs

A. Landlord  agrees to install at Landlord's  cost and expense the  improvements
described in Exhibit B. All other  improvements to the Premises  ("Alterations")
shall be  installed  at the cost and expense of Tenant,  but only in  accordance
with  plans and  specifications  which  have been  previously  submitted  to and
approved in writing by  Landlord,  and only by Landlord  or by  contractors  and
subcontractors  approved (or  previously  approved) by Landlord or on Landlord's
list of approved  contractors;  provided,  however, that Landlord's consent will
not be  required  in the case of  Alterations  which  meet all of the  following
criteria:  (i) they are not structural in nature, (ii) they are not visible from
the  exterior  of the  Building,  (iii) they do not  affect or require  material
modification of the Building's electrical,  mechanical,  plumbing, HVAC or other
systems,  and (iv) they do not cost more than  $50,000  in  aggregate.  Landlord
shall  designate at the time of approval  which  Alterations  must be removed by
Tenant  at the end of the  Term.  Only in  connection  with any  request  for an
approval of  Alterations  which  requires  the  issuance  of a building  permit,
Landlord may retain the services of an architect  and/or engineer and, except as
set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable
fees of such  architect  and/or  engineer,  provided  that,  prior to Landlord's
engagement of such services  Landlord  notifies  Tenant of the estimated cost of
such services.  All  Alterations  shall be  constructed  in accordance  with all
governmental laws, ordinances,  rules and regulations ("Laws") and Tenant shall,
prior to  construction,  provide such assurances to Landlord,  including but not
limited to, waivers of lien and surety company  performance  bonds,  as Landlord
shall  require to assure  payment of the costs  thereof and to protect  Landlord
against any loss from any mechanics',  laborers',  materialmen's or other liens.
At the time of  completion  of each  Alteration  for which Tenant does the work,
Tenant  shall  deliver  to  Landlord  a  set  of  final  "as-built"  plans.  All
Alterations  shall be and remain the property of Tenant during the Term.  Tenant
shall  remove  all  Alterations  which were not  approved  by  Landlord  and all
Alterations which Landlord  designated to be removed when Landlord approved them
and restore the Premises to its original condition by the date of termination of
this Lease or upon earlier vacating of the Premises; provided, however, that, if
at such time Landlord so elects,  such Alterations  shall become the property of
Landlord as of the date of termination of this Lease or upon earlier vacating of
the Premises  and title shall pass to Landlord  under this Lease as by a bill of
sale.  All  such  removals  and  restoration  shall  be  accomplished  in a good
workmanlike manner by contractors  previously approved or approved in writing by
Landlord (which approval shall not be unreasonably withheld) so as not to damage
the Building.

B.  Landlord  shall  maintain in good repair and  condition the exterior and all
structural portions of the Building and all portions of the Premises outside the
Building,  including,  but not limited to maintaining,  repairing, and replacing
the  roof,  foundation,  air-conditioning,  heating,  plumbing,  electrical  and
sewerage  systems  and the  exterior  walls  of the  Building,  maintaining  and
repairing all parking lots and  landscaping,  keeping parking spaces,  driveways
and sidewalks reasonably free from snow and ice and taking reasonable actions to
keep the Building free from infestation of insects, rodents, bugs or animals. To
the extent  permitted under Article V, the costs incurred by Landlord  hereunder
will be Operating  Costs.  Tenant shall promptly give Landlord written notice of
any defect or need for repairs,  after which  Landlord shall repair same or cure
such  defect  within  thirty  (30)  days,  or  such  additional  time  as may be
reasonably necessary,  provided that Landlord is proceeding diligently to effect
such cure. If Landlord  defaults in its obligation to repair  hereunder,  Tenant
may,  after notice to Landlord,  effect such repair or cure and Landlord  shall,
upon receipt of Tenant's actual invoices,  reimburse Tenant for the costs of any
such repair which would not have been Operating  Costs. In no event shall Tenant
be  entitled  to  offset  any  amount  which  may be due  against  the  rent due
hereunder.  Landlord's  liability  with  respect  to  any  defects,  repairs  or
maintenance  for which Landlord is  responsible  shall be limited to the cost of
such repairs or maintenance or the curing of such defect.

C.  Landlord  shall be  responsible  for any costs  incurred in  delivering  the
Premises to Tenant in full compliance with governmental requirements,  including
the Americans With Disabilities Act ("ADA").  If Tenant makes any Alterations to
the  Premises  or  change  in the  use  which  affect  governmental  compliance,
including  ADA  compliance,  Tenant  shall  be  responsible  for  any  costs  of
compliance with such governmental requirements resulting from such Alterations.

D.  Except  for  ordinary  wear  and  tear,  loss by fire,  or  other  casualty,
Landlord's repair and maintenance  obligations and as otherwise provided in this
Lease, Tenant shall at its expense keep in good order,  condition and repair the
interior of the  Building  (including  all fixtures  installed by Tenant,  water
heaters  within the Premises and plate glass) and shall  promptly and adequately
repair all glass, doors,  fixtures,  equipment and appurtenances therein damaged
or broken.  To the extent that Landlord is the  beneficiary of warranties  which
cover Tenant's repair obligations,  Landlord shall either assign such warranties
to Tenant or, if they are not assignable,  Landlord shall use reasonable efforts
to enforce such  warranties  for Tenant's  benefit.  Tenant shall deliver up the
Premises at the  termination of the Lease in the same condition as when received
by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by
fire or other  casualty and the repair and  maintenance  obligations of Landlord
under this  excepted.  Any repairs or  replacements  shall be with materials and
workmanship of the same character, kind and quality as the original. Tenant will
not,  without  the prior  written  consent  of  Landlord,  install  any signs or
advertising media of any type on or about the Premises which is visible from the
exterior of the Premises (other than the signage permitted under Article XXIII),
but Tenant may install such materials without Landlord's consent if they are not
visible from the exterior.

VIII.    Services

A. Landlord  agrees to furnish  Tenant,  while  occupying  the Premises:  water;
heated  and  refrigerated  air  conditioning  in season at such  times as Tenant
requests,  and at such  temperatures  as are in accordance  with any  applicable
statutes,  rules or  regulations  and are considered by Landlord to be standard;
janitor  service to the  Premises on  weekdays  other than  holidays  and window
washing at least twice a year; operatorless passenger elevators;  but, except as
provided  in  Paragraph  8C,  any  stoppage  or  interruption  of these  defined
services,  resulting  from any cause,  shall not render  Landlord  liable in any
respect for damages to any person, property, or business, nor be construed as an
eviction  of  Tenant or work an  abatement  of rent,  nor  relieve  Tenant  from
fulfillment  of any  covenant  or  agreement  hereof.  Should any  equipment  or
machinery  furnished by Landlord cease to function properly,  Landlord shall use
reasonable diligence to repair the same promptly, but Tenant shall have no claim
for  rebate of rent or  damages  on  account  of any  interruptions  in  service
occasioned thereby or resulting therefrom. Landlord hereby reserves the right to
charge Tenant for any additional  services  requested by Tenant on such basis as
Landlord, in its sole, but reasonable, discretion, determines.

B. Upon at least thirty (30) days prior notice,  Tenant may elect to provide all
(but not some) janitorial  service to the interior of the Building,  at Tenant's
sole cost and expense,  in which case any janitorial services provided by Tenant
shall be Tenant's  sole risk and  responsibility  and  Operating  Costs will not
include  any  interior   janitorial  costs;   provided,   however,   Tenant  may
subsequently  request  Landlord,  on at least thirty (30) days prior notice,  to
resume  janitorial  service,  whereupon  Landlord shall again be responsible for
such service and include the cost thereof in Operating Costs.

C. If there is an interruption  of services which renders the Premises  unusable
for its intended  purpose for more than three (3) consecutive  business days and
such  interruption  is a result of  factors  within  the  reasonable  control of
Landlord,  then rent shall  abate from the  fourth day until such  services  are
restored.



IX.      Use of Premises

A. The Premises shall be used for the Permitted Uses and no others.  Tenant will
not occupy or use,  nor permit any  portion of  Premises to be occupied or used,
for any use or  purpose  which is  unlawful  in part or in whole or deemed to be
disreputable  in any manner,  or extra  hazardous on account of fire, nor permit
anything to be done which will render  void or in any way  increase  the rate of
fire insurance on the Building or its contents,  and Tenant,  shall  immediately
cease and  desist  from  such use,  paying  all  costs  and  expenses  resulting
therefrom.

B. Tenant shall at its own cost and expense promptly obtain any and all licenses
and permits  necessary for any Permitted Use.  Tenant shall comply with all Laws
applicable  to the use and its  occupancy of the  Premises,  and shall  promptly
comply  with  all  governmental   orders  and  directives  for  the  correction,
prevention and abatement of any violations or nuisances in or upon, or connected
with, the Premises,  all at Tenant's sole expense. If, as a result of any change
in Laws the Premises  must be altered to lawfully  accommodate  Tenant's use and
occupancy, such alterations shall be made only with the consent of Landlord, but
the entire  cost shall be borne by Tenant;  provided,  that,  the  necessity  of
Landlord's  consent  shall in no way create any liability  against  Landlord for
failure of Tenant to comply with such Laws.

C. All trade  fixtures  of Tenant (as set forth on the  attached  Exhibit D) and
movable  personal  property of Tenant  shall  remain the  property of Tenant and
shall be removed by Tenant upon the  termination of this Lease.  Landlord agrees
to execute and deliver a consent and a waiver in substantially the form attached
hereto as  Exhibit E to any  third  party  providing  financing  secured  by the
personal property of Tenant. Landlord waives each and every right which Landlord
now has or may  hereafter  have to levy or distraint  for rent,  in arrears,  in
advance or both,  or to claim or assert  title to the personal  property  lease,
sold or held as security by such financing party.

D. Tenant  shall pay upon demand as  additional  rent the full cost of repairing
any damage to the Premises, Building or related facilities resulting from and/or
caused  in whole or in part by the  negligence  or  misconduct  of  Tenant,  its
agents, servants,  employees,  patrons,  customers, or any other person entering
upon the  Development as a result of Tenant's  business  activities or resulting
from Tenant's  default  hereunder.  Landlord shall, at its own cost and expense,
repair any damage to the Premises  resulting  from and/or  caused in whole or in
part by the  negligence  or  misconduct  of  Landlord,  its agents,  servants or
employees or caused by Landlord's breach of this Lease.

E. The current rules and  regulations are described in Exhibit C. Landlord shall
at all  times  have  the  right to  change  such  rules  and  regulations  or to
promulgate  other  rules and  regulations  in such  reasonable  manner as may be
deemed  advisable for the safety,  care, and  cleanliness of the Building or the
Development  and copies thereof will be forwarded to Tenant.  Tenant will comply
fully with such rules and  regulations.  Tenant shall further be responsible for
the compliance with such rules and regulations by Tenant's employees,  servants,
agents and visitors.  Tenant's violation of such rules and regulations shall not
be grounds for default  hereunder,  but shall solely give  Landlord the right to
receive  and be awarded  actual  damages  and/or  injunctive  relief as a result
thereof.

F. Tenant agrees that Tenant, its agents and contractors, licensees, or invitees
shall  not  handle,  use,  manufacture,  store  or  dispose  of any  flammables,
explosives,  radioactive materials,  hazardous wastes or materials, toxic wastes
or  materials,  asbestos,  PCB's,  petroleum  products or  derivatives  or other
similar substances  (collectively "Hazardous Materials") on, under, or about the
Premises; provided that Tenant may handle, store, use or dispose of fuel for the
electrical  generator  installed  pursuant  to  Exhibit  B  and  other  products
containing small quantities of Hazardous Materials, which products are of a type
customarily  found in offices and households (such as toner for copies,  and the
like);  provided further that Tenant shall handle, store, use and dispose of any
such  Hazardous  Materials in a safe and lawful  manner and shall not allow such
Hazardous   Materials  to  contaminate   the  Premises,   the  Building  or  the
environment.  Tenant further agrees that Tenant will not permit any substance to
come into contact with groundwater under the Premises. Any such substance coming
into contact  with  groundwater  shall,  regardless  of its  inherent  hazardous
characteristics,  be considered a Hazardous Material for purposes of this Lease.
Landlord  represents that, to the best of its knowledge,  no Hazardous Materials
exist on the Premises as of the date hereof,  and such  representation  shall be
deemed remade as of the Delivery Date.

G. Without  limiting the above,  Tenant shall reimburse,  defend,  indemnify and
hold Landlord harmless from and against any and all claims, losses, liabilities,
damages,  costs  and  expenses,  including  without  limitation,  loss of rental
income, loss due to business interruption, and attorneys fees and costs, arising
out of or in any way connected with the use,  manufacture,  storage, or disposal
of Hazardous  Materials by Tenant,  its agents or contractors on, under or about
the  Premises  including,  without  limitation,  the  costs of any  required  or
necessary  investigation,  repair, cleanup or detoxification and the preparation
of any  closure  or  other  required  plans  in  connection  therewith,  whether
voluntary or compelled by governmental  authority.  The indemnity obligations of
Tenant  under this clause shall  survive any  termination  of the Lease.  Any of
Tenant's  insurance  insuring  against  claims  of the type  dealt  with in this
Paragraph shall be considered  primary  coverage for claims against the Premises
arising out of or under this Paragraph.



X.       Inspections

         Landlord  shall have the right to enter the Premises at any  reasonable
time during  business hours following  reasonable  notice (except in the case of
emergencies or to provide routine  cleaning or  maintenance),  for the following
purposes:  (a) to  ascertain  the  condition of the  Premises;  (b) to determine
whether Tenant is diligently  fulfilling  Tenant's  responsibilities  under this
Lease;  (c) to clean and to make such repairs as may be required or permitted to
be made by Landlord under the terms of this Lease; or (d) to do any other act or
thing which Landlord deems reasonable to preserve the Premises and the Building.
Landlord will use commercially reasonable efforts not to interfere with Tenant's
business.  During the last six (6) months of the Term and at any time  Tenant is
in default hereunder,  Landlord shall have the right following reasonable notice
to enter the  Premises  at any  reasonable  time during  business  hours for the
purpose of showing the Premises. Tenant shall give written notice to Landlord at
least thirty (30) days prior to vacating and shall arrange to meet with Landlord
for a joint inspection of the Premises. In the event of Tenant's failure to give
such notice or arrange such joint inspection,  Landlord's inspection at or after
Tenant vacates the Premises shall be conclusively deemed correct for purposes of
determining  Tenant's  responsibility  for repairs and  restoration.  Other than
Landlord's  rights  hereunder,  Landlord shall not grant any rights to others to
use any portion of the Premises,  including the parking  areas,  which  Landlord
agrees are for the exclusive use of Tenant.



XI.      Assignment and Subletting

A.  Tenant  shall not have the right to assign or pledge this Lease or to sublet
the whole or any part of the Premises,  whether  voluntarily  or by operation of
law, or permit the use or occupancy of the Premises by anyone other than Tenant,
without  the prior  written  consent of  Landlord,  which  consent  shall not be
unreasonably  withheld, and such restrictions shall be binding upon any assignee
or subtenant to which  Landlord has  consented.  In the event Tenant  desires to
sublet the Premises,  or any portion thereof, or assign this Lease, Tenant shall
give written  notice  thereof to Landlord at least thirty (30) days prior to the
proposed commencement date of such subletting or assignment,  which notice shall
set forth the name of the proposed subtenant or assignee,  the relevant terms of
any  sublease  and copies of  financial  reports  and other  relevant  financial
information  of the  proposed  subtenant  or  assignee.  In no event may  Tenant
sublet,  nor will Landlord consent to any sublease of, all or any portion of the
Premises if the rent is  determined in whole or in part based upon the income or
profits derived by the sublessee  (other than a rent based on a fixed percentage
or percentages of receipts or sales).  Notwithstanding any permitted  assignment
or subletting,  Tenant shall at all times remain  directly,  primarily and fully
responsible  and liable for the  payment of the rent  herein  specified  and for
compliance  with all of its other  obligations  under the terms,  provisions and
covenants  of this  Lease.  Upon the  occurrence  of an "event of  default"  (as
hereinafter  defined),  if the Premises or any part thereof are then assigned or
sublet,  Landlord, in addition to any other remedies herein provided or provided
by law, may, at its option, collect directly from such assignee or subtenant all
rents due and becoming due to Tenant under such assignment or sublease and apply
such rent against any sums due to Landlord  from Tenant  hereunder,  and no such
collection  shall be construed  to  constitute a novation or a release of Tenant
from the further performance of Tenant's obligations hereunder. Tenant shall pay
to Landlord,  on demand,  a reasonable  service charge for the processing of the
application for the consent and for the preparation of the consent. Such service
charge  shall be  collectible  by  Landlord  only  where  consent  is granted by
Landlord.

B. If Tenant is an entity other than a natural person,  the ownership  interests
of which at the time of  execution  of this Lease,  are held by fewer than fifty
(50) persons,  and if at any time during the Term persons or other  entities who
own at least  one-third  (1/3)  of its  ownership  interests  at the time of the
execution  of this Lease or following  Landlord's  consent to a transfer of such
ownership  interests,  cease to own such  ownership  interests  (other than as a
result of transfer  by bequest or  inheritance),  such  transfer  shall,  at the
option of Landlord, be deemed a default by Tenant under this Lease.

C. In the event that Tenant sublets, assigns or otherwise transfers its interest
in this Lease and at any time receives Excess Rent, Tenant shall pay to Landlord
fifty  percent  (50%) of the Excess  Rent as received  by Tenant.  Tenant  shall
furnish Landlord with a sworn statement, certified by an officer of Tenant or an
independent certified public accountant, setting forth in detail the computation
of Excess Rent, and Landlord,  or its representatives,  shall have access to the
books,  records and papers of Tenant in relation thereto,  and the right to make
copies thereof.  If a part of the  consideration for such sublease or assignment
shall be payable other than in cash, the payment to Landlord shall be payable in
such form as is  reasonably  satisfactory  to  Landlord.  For  purposes  of this
Paragraph,  the term  "Excess  Rent" shall mean the  excess,  if any, of (i) all
amounts  received or to be received in the form of cash, cash  equivalents,  and
non-cash  consideration  by Tenant from any assignee or sublessee  over (ii) the
sum of the rent payable to Landlord  hereunder (or, in the case of a sublease of
a portion of the  Premises,  the portion of the Rent which is allocable on a per
square  foot  basis to the  space  sublet),  plus the  amount  of any  marketing
expenses,  reasonable  brokers'  commissions  and costs of  tenant  improvements
incurred by Tenant in connection with such assignment or sublease,  all of which
shall be, in the case of a sublease, amortized over the term of the sublease for
the purpose of calculating the amounts of the periodic  payments due to Landlord
hereunder.

D. Other than an  Immaterial  Sublease,  any  assignment or subletting by Tenant
pursuant to Paragraph 11A of all or any portion of the Premises,  or termination
of the Lease for a portion of the  Premises  pursuant to  Paragraph  11B,  shall
automatically operate to terminate each and every right, option, or election, if
any  exist,  belonging  to Tenant,  including  by way of  illustration,  but not
limitation,  any option to expand its premises or to extend or renew the term of
Tenant's  lease for all or any  portion of the  Premises - i.e.  such rights and
options shall cease as to both space sublet or assigned and as to any portion of
the original Premises retained by Tenant.

E.  Notwithstanding  the foregoing,  Tenant may, without Landlord's consent (but
with notice to be given to Landlord  within  thirty (30) days after such event),
sublet all or a portion of the  Premises or assign this Lease to any  Affiliate,
or to any entity  succeeding  to  substantially  all the  business and assets of
Tenant by  merger,  consolidation,  purchase  of assets  or  otherwise  upon the
following conditions:  (i) that the tangible net worth of such assignee shall be
equal to or greater  than  Tenant's  tangible  net worth as of the  Commencement
Date;  (ii) that  Tenant is not at such time in  default  hereunder  beyond  any
applicable notice and cure periods;  and (iii) that such successor shall execute
an instrument in writing in form and substance reasonably acceptable to Landlord
fully  assuming  all of the  obligations  and  liabilities  imposed  upon Tenant
hereunder  and  shall  deliver  the  same to  Landlord.  Any  such  sublease  or
assignment  shall not relieve Tenant from liability  hereunder.  As used herein,
"Affiliate"  shall mean as to any party,  a  corporation,  partnership  or other
entity controlled by,  controlling,  or under common control with such party. As
used herein the term, "control" shall mean possession of the power,  directly or
indirectly,  to (a) vote more than fifty percent (50%) of the voting  securities
having ordinary power for the election of directors,  or (b) direct or cause the
direction of the management and policies of such entity,  whether by contract or
otherwise.



XII.     Fire and Casualty Damage

A. Landlord shall maintain in effect  throughout the term of this Lease policies
of insurance covering the Building and other improvements on the Property, in an
amount equal to their full replacement value,  providing  protection against any
peril  included  under a standard form of insurance  policy used in Illinois for
fire and all risks. Such policies shall be procured by Landlord from responsible
insurance  companies  authorized  to do business in Illinois and rated by Best's
Insurance Guide at A-:VII or better.  A copy of such policies shall be delivered
to Tenant prior to the  Commencement  Date. Not less than thirty (30) days prior
to the expiration  date of such policies,  a certified copy of a renewal thereof
shall be delivered to Tenant.  Such policies shall further provide that not less
than  thirty  (30) days'  written  notice  shall be given to Tenant  before such
policies may be cancelled or changed to reduce the insurance  coverage  provided
thereby.

B. If the Building or Premises are rendered partially or wholly  untenantable by
fire or other  casualty,  Landlord shall deliver to Tenant a notice within sixty
(60) days of such fire or other  casualty  setting forth the time, as reasonably
determined by Landlord, required to materially restore the Building or Premises.
If such damage  cannot,  in  Landlord's  reasonable  estimation,  be  materially
restored within one hundred eighty (180) days of such damage,  then either party
may terminate  this Lease.  A party shall  exercise its option by written notice
within  thirty (30) days of the date of  Landlord's  determination  notice.  For
purposes hereof, the Building or Premises shall be deemed "materially  restored"
if they are in such condition as would not prevent or materially  interfere with
Tenant's  use of the  Premises for the purpose for which it was then being used.
If this Lease shall be  terminated  pursuant to this Article XII, the Term shall
end on the date of the notice of termination as if that date had been originally
fixed in this  Lease for the  expiration  of the Term and,  if the  Premises  is
untenantable in whole or in part following the casualty, the rent payable during
the  period in which the  Premises  is  untenantable  shall be  reduced  to such
extent, if any, as may be fair and reasonable under all of the circumstances.

C. If this Lease is not  terminated  pursuant to Paragraph  12A,  then  Landlord
shall  proceed  with all due  diligence  to repair and restore  the  Building or
Premises,  as the case may be (except that  Landlord may elect not to rebuild if
such  damage  occurs  during the last year of the Term  exclusive  of any option
which is  unexercised  at the date of such  damage).  If this Lease shall not be
terminated  pursuant to this Article XII and if the Premises is  untenantable in
whole or in part  following the casualty,  the rent payable during the period in
which the Premises is untenantable  shall be reduced to such extent,  if any, as
may be fair and reasonable under all of the circumstances.

D. In the event that Landlord  should fail to complete such repairs and material
restoration  within one hundred eighty (180) days after the date of such damage,
Tenant  may at its  option  and as its  sole  remedy  terminate  this  Lease  by
delivering written notice to Landlord, whereupon the Lease shall end on the date
of such notice as if the date of such notice were the date  originally  fixed in
this  Lease  for  the  expiration  of  the  Term;  provided  however,   that  if
construction  is  delayed  because  of  changes,   deletions,  or  additions  in
construction requested by Tenant, strikes,  lockouts,  casualties,  acts of God,
war,  material or labor shortages,  governmental  regulation or control or other
causes beyond the reasonable  control of Landlord,  the period for  restoration,
repair or  rebuilding  shall be extended  for the amount of time  Landlord is so
delayed.  Notwithstanding  the above,  if  Landlord  delivers to Tenant a notice
setting forth a new projected date for completion of the material restoration of
the Premises (such notice shall be accompanied by an explanation for the revised
date), then Tenant shall have fifteen (15) days thereafter to exercise its right
to  terminate;  if Tenant does not exercise  its right to terminate  within such
fifteen  (15) day  period it shall be deemed  to have  agreed to allow  Landlord
until the date set forth in Landlord's notice to materially restore the Premises
and may not  thereafter  exercise  this  right to  terminate  unless  and  until
Landlord has failed to materially restore by such later date.

E. In no event shall  Landlord  be  required  to rebuild,  repair or replace any
Alterations  which may have been placed in or about the Premises by Tenant.  Any
insurance  which may be carried by Landlord or Tenant  against loss or damage to
the  Building or Premises  shall be for the sole  benefit of the party  carrying
such insurance and under its sole control.

F. Notwithstanding  anything herein to the contrary,  in the event the holder of
any  indebtedness  secured by a mortgage or deed of trust covering the Premises,
Building or Property  requires  that any  insurance  proceeds be applied to such
indebtedness,  then  Landlord  shall have the right to  terminate  this Lease by
delivering  written  notice  to  Tenant  within  thirty  (30)  days  after  such
requirement  is made by any such  holder,  whereupon  the Lease shall end on the
date of such notice as if the date of such notice were the date originally fixed
in this Lease for the expiration of the Term.

G. Each of  Landlord  and  Tenant  hereby  releases  the other  from any and all
liability or  responsibility  to the other or anyone  claiming  through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused by fire,  extended  coverage  perils,  vandalism or  malicious  mischief,
sprinkler leakage or any other perils insured in policies of insurance  covering
such property (or which would have been insured if coverage  required herein had
been  carried),  even if such loss or damage shall have been caused by the fault
or  negligence  of the  other  party,  or  anyone  for whom  such  party  may be
responsible,  including  any other  tenants or occupants of the remainder of the
Building;  provided, however, that this release shall be applicable and in force
and effect only to the extent that such release shall be lawful at that time and
in any event only with respect to loss or damage  occurring during such times as
the releasor's policies shall contain a clause or endorsement to the effect that
any such release shall not adversely affect or impair said policies or prejudice
the right of the releasor to recover  thereunder  and then only to the extent of
the insurance proceeds payable under such policies.  Each of Landlord and Tenant
agrees that it will  require its  insurance  carriers to include in its policies
such a clause or endorsement.

H. In the event of any damage or destruction to the Building or Premises, Tenant
shall,  upon  notice  from  Landlord,  remove  forthwith,  at its sole  cost and
expense, such portion or all of the salvagable property belonging to Tenant from
such portion or all of the Building or Premises as Landlord shall request.


XIII.    Liability

         Landlord  shall not be liable for and Tenant  will  indemnify  and hold
Landlord  harmless  from any  loss,  liability,  costs and  expenses,  including
reasonable  attorney's fees,  arising out of any claim of injury or damage on or
about the Premises  caused by the  negligence  or  misconduct  or breach of this
Lease by Tenant,  its  employees,  subtenants,  invitees or by any other  person
entering  the  Premises,  Building  or  Development  under  express  or  implied
invitation  of Tenant or arising out of  Tenant's  use of the  Premises.  Tenant
shall not be liable for and Landlord  will  indemnify  and hold Tenant  harmless
from any loss,  liability,  costs and expenses,  including reasonable attorney's
fees,  arising  out of any claim of  injury  or damage on or about the  Premises
caused by the negligence or misconduct or breach of this Lease by Landlord,  its
agents,  employees  or  contractors.  Landlord  shall not be liable to Tenant or
Tenant's agents, employees, invitees or any person entering upon the Development
in whole or in part  because of Tenant's  use of the  Premises for any damage to
persons or property due to condition,  design,  or defect in the Building or its
mechanical  systems which may exist or occur, other than by reason of Landlord's
negligence,  and Tenant assumes all risks of damage to such persons or property.
Landlord  shall  not be  liable  or  responsible  for any loss or  damage to any
property  or  person  occasioned  by  theft,  fire,  act of God,  public  enemy,
injunction, riot, strike,  insurrection,  war, court order, requisition or order
of governmental  body or authority,  or other matter beyond control of Landlord,
or for any injury or damage or inconvenience,  which may arise through repair or
alteration of any part of the Building,  or failure to make repairs, or from any
cause  whatever  except  Landlord's  willful  acts or  negligence.  Tenant shall
procure and maintain throughout the term of this Lease a policy of insurance, in
form and substance  satisfactory to Landlord, at Tenant's sole cost and expense,
insuring both Landlord and Tenant against all claims, demands or actions arising
out of or in  connection  with:  (a)  the  Premises;  (b) the  condition  of the
Premises;  (c) Tenant's  operations in and  maintenance and use of the Premises;
and (d) Tenant's  liability  assumed under this Lease; the limits of such policy
to be in the amount of not less than  $5,000,000  per  occurrence  in respect of
injury to persons  (including death) and in the amount of not less than $500,000
per occurrence in respect of property damage or  destruction,  including loss of
use thereof.  Such policy shall be procured by Tenant from responsible insurance
companies  satisfactory to Landlord.  A certified copy of such policy,  together
with receipt evidencing  payment of the premium,  shall be delivered to Landlord
prior to the  Commencement  Date.  Not less than  thirty  (30) days prior to the
expiration date of such policy,  a certified copy of a renewal thereof  (bearing
notations  evidencing the payment of the renewal  premium) shall be delivered to
Landlord. Such policy shall further provide that not less than thirty (30) days'
written notice shall be given to Landlord before such policy may be cancelled or
changed to reduce the insurance coverage provided thereby.



XIV.     Condemnation

A. If any  substantial  part of the Building or Premises should be taken for any
public or quasi-public  use under Laws or by private purchase in lieu thereof (a
"Taking") and the Taking would prevent or materially  interfere  with the use of
the Building or Premises  for the purpose for which it is then being used,  this
Lease shall  terminate  effective when the Taking shall occur in the same manner
as if the date of such Taking were the date  originally  fixed in this Lease for
the expiration of the Term.

B. If part of the  Building  or  Premises  shall be taken in a Taking,  and this
Lease is not  terminated  as provided  in  Paragraph  14A,  this Lease shall not
terminate but the rent payable  hereunder  during the unexpired  portion of this
Lease shall be reduced to such  extent,  if any,  as may be fair and  reasonable
under all of the  circumstances  and  Landlord  shall  undertake  to restore the
Building and Premises to a condition  suitable for Tenant's  use, as near to the
condition  thereof  immediately  prior to such Taking as is reasonably  feasible
under all the  circumstances.  Notwithstanding  anything to the contrary herein,
if, as a result of a partial taking, Tenant's business is significantly effected
and Landlord can not mitigate  the partial  taking,  the terms of Paragraph  14A
shall apply and this Lease shall terminate.

C. In the event of any such  Taking,  Landlord and Tenant shall each be entitled
to receive and retain such separate  awards and/or portion of lump sum awards as
may be allocated to their respective interests in any condemnation  proceedings;
provided  that Tenant  shall not be  entitled to receive any award for  Tenant's
loss of its leasehold interest, the right to such award being hereby assigned by
Tenant to Landlord.



XV.      Holding Over

         Tenant  will,  at the  termination  of this  Lease  by lapse of time or
otherwise,  yield up immediate possession of the Premises to Landlord. If Tenant
retains  possession of the Premises or any part thereof after such  termination,
then  Landlord may, at its option,  serve  written  notice upon Tenant that such
holding over constitutes any one of (a) creation of a tenancy at sufferance,  or
(b)  creation  of a month  to month  tenancy,  in any case  upon the  terms  and
conditions set forth in this Lease; provided, however, that the rental shall, in
addition to all other sums which are to be paid by Tenant hereunder, be equal to
150% of the  rental  being  paid  under  this  Lease  immediately  prior to such
termination.  If no such notice is served, then a tenancy at sufferance shall be
deemed to be created at the rent in the  preceding  sentence.  Tenant shall also
pay to  Landlord  all  direct  damages  sustained  by  Landlord  resulting  from
retention of possession by Tenant, including the loss of any proposed subsequent
tenant for any portion of the Premises. The provisions of this Article shall not
constitute  a waiver by  Landlord  of any right of re-entry as herein set forth;
nor shall  receipt of any rent or any other act in  apparent  affirmance  of the
tenancy operate as a waiver of the right to terminate this Lease for a breach of
any of the  terms,  covenants,  or  obligations  herein on  Tenant's  part to be
performed.



XVI.     Quiet Enjoyment

         Landlord  represents  and warrants that it has full right and authority
to enter into this Lease and that Tenant, while paying the rental and performing
its other covenants and agreements herein set forth, shall peaceably and quietly
have, hold and enjoy the Premises for the Term without  hindrance or molestation
from Landlord subject to the terms and provisions of this Lease.  Landlord shall
not be liable for any  interference  or  disturbance  by other  tenants or third
persons,  nor shall Tenant be released from any of the obligations of this Lease
because of such interference or disturbance.



XVII.    Events of Default.

         Each of the  following  events  shall  be  deemed  to be an  "event  of
default" by Tenant under this Lease:

A. Tenant shall fail to pay when or before due any sum of money  becoming due to
be paid to Landlord  hereunder,  whether such sum be any installment of the rent
herein reserved,  any other amount treated as additional rent hereunder,  or any
other  payment or  reimbursement  to Landlord  required  herein,  whether or not
treated as additional  rent  hereunder,  and such failure  shall  continue for a
period of five (5) days from the date such payment was due.  Landlord shall give
Tenant  written  notice of such default  once during a calendar  year and Tenant
shall have five (5) days from the date of such notice to cure such default;

B.  Tenant  shall fail to comply  with any term,  provision  or covenant of this
Lease other than by failing to pay when or before due any sum of money  becoming
due to be paid to Landlord  hereunder,  and shall not cure such  failure  within
thirty  (30) days  (forthwith,  if the default  involves a hazardous  condition)
after written notice  thereof to Tenant;  provided,  however,  that such failure
shall not be an event of default if such failure  could not  reasonably be cured
during  such 30 day  period,  Tenant has  commenced  the cure within such 30 day
period and thereafter is diligently  pursuing such cure to  completion,  but the
total aggregate cure period shall not exceed ninety (90) days;

C. Tenant shall fail to vacate the Premises immediately upon termination of this
Lease, by lapse of time or otherwise;

D. The leasehold  interest of Tenant shall be levied upon under  execution or be
attached  by process  of law or Tenant  shall  fail to  contest  diligently  the
validity of any lien or claimed lien and give sufficient security to Landlord to
insure payment  thereof or shall fail to satisfy any judgment  rendered  thereon
and have the same released, and such default shall continue for thirty (30) days
after written notice thereof to Tenant;

E. Tenant  shall  become  insolvent,  admit in writing its  inability to pay its
debts  generally as they become due, file a petition in bankruptcy or a petition
to take advantage of any insolvency statute,  make an assignment for the benefit
of creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any  substantial  part of
its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state thereof;

F. A court of competent  jurisdiction  shall enter an order,  judgment or decree
adjudicating  Tenant a bankrupt,  or appointing a receiver of Tenant,  or of the
whole or any substantial part of its property, without the consent of Tenant, or
approving a petition filed against Tenant seeking  reorganization or arrangement
of Tenant under the bankruptcy  laws of the United  States,  as now in effect or
hereafter  amended,  or any state  thereof,  and such order,  judgment or decree
shall not be vacated  or set aside or stayed  within  thirty  (30) days from the
date of entry thereof.



XVIII.   Remedies

         Upon the  occurrence  of an event of default which is not timely cured,
Landlord  shall  have the  option  to  pursue  any one or more of the  following
remedies without any notice or demand whatsoever:

A.  Landlord may, at its election,  terminate  this Lease or terminate  Tenant's
right to possession only, without terminating the Lease;

B. Upon any termination of this Lease, whether by lapse of time or otherwise, or
upon any termination of Tenant's right to possession without  termination of the
Lease,  Tenant shall surrender  possession and vacate the Premises  immediately,
and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free  license to enter into and upon the Premises in such event with or
without  process  of law  and  to  repossess  Landlord  of  the  Premises  as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying or within the  Premises and to remove any and all property  therefrom,
without  being  deemed in any manner  guilty of  trespass,  eviction or forcible
entry or detainer,  and without incurring any liability for any damage resulting
therefrom,  Tenant hereby waiving any right to claim damage for such reentry and
expulsion, and without relinquishing Landlord's right to rent or any other right
given to Landlord hereunder or by operation of law;

C. Upon any  termination  of this Lease,  whether by lapse of time or otherwise,
Landlord  shall be  entitled  to recover as  damages,  all rent,  including  any
amounts treated as additional rent hereunder,  and other sums due and payable by
Tenant on the date of  termination,  plus the sum of (1) an amount  equal to the
then present value of the rent, including any amounts treated as additional rent
hereunder,  and other sums provided  herein to be paid by Tenant for the residue
of the  Term,  less the then  present  value  of the  fair  rental  value of the
Premises for such residue (taking into account the time and expense necessary to
obtain a replacement tenant or tenants, including expenses hereinafter described
relating  to  recovery  of the  Premises,  preparation  for  reletting  and  for
reletting  itself),  and (2) the cost of performing  any other  covenants  which
would have otherwise been performed by Tenant;

D. 1.  Upon any  termination  of  Tenant's  right  to  possession  only  without
termination  of the Lease,  Landlord may, at Landlord's  option,  enter into the
Premises,  remove  Tenant's signs and other  evidences of tenancy,  and take and
hold  possession  thereof as provided in Paragraph  18B,  without such entry and
possession  terminating the Lease or releasing Tenant, in whole or in part, from
any obligation,  including  Tenant's  obligation to pay the rent,  including any
amounts  treated as  additional  rent,  hereunder for the full term. In any such
case Tenant shall pay forthwith to Landlord,  if Landlord so elects, a sum equal
to the entire amount of the rent,  including  any amounts  treated as additional
rent hereunder,  for the residue of the Term plus any other sums provided herein
to be paid by Tenant for the  remainder of the Term, to be used by Landlord as a
deposit against Tenant's obligations under Subparagraph 18D(2);

2.  Landlord  shall use  reasonable  efforts to relet the  Premises  or any part
thereof  for such  rent and upon  such  terms  as  Landlord,  in its  reasonable
discretion,  shall determine.  Landlord and Tenant agree that Landlord may relet
the Premises for a greater or lesser term than that remaining  under this Lease,
relet the  Premises as a part of a larger area,  or change the  character or use
made of the Premises. Landlord and Tenant further agree that Landlord shall only
be required to use the same efforts Landlord then uses to lease other properties
Landlord owns or manages (or if the Premises is then managed for Landlord,  then
Landlord  will  instruct  such manager to use the same efforts such manager then
uses to lease other space or  properties  which it owns or  manages);  provided,
however,  that  Landlord  (or its  manager)  shall not be  required  to give any
preference  or priority to the showing or leasing of the Premises over any other
space that  Landlord (or its manager) may be leasing or have  available  and may
place a suitable  prospective  tenant in any such available space  regardless of
when such alternative space becomes available;  provided, further, that Landlord
shall not be  required  to observe any  instruction  given by Tenant  about such
reletting  or accept any tenant  offered by Tenant.  In any such case,  Landlord
may, but shall not be required to, make repairs, alterations and additions in or
to the Premises and redecorate the same to the extent  Landlord deems  necessary
or desirable, and Tenant shall, upon demand, pay the cost thereof, together with
Landlord's expenses of reletting,  including,  without limitation,  any broker's
commission incurred by Landlord. If the consideration collected by Landlord upon
any such  reletting  plus any sums  previously  collected  from  Tenant  are not
sufficient to pay the full amount of all rent,  including any amounts treated as
additional  rent  hereunder  and  other  sums  reserved  in this  Lease  for the
remaining  Term,  together  with the costs of repairs,  alterations,  additions,
redecorating,  and  Landlord's  expenses of reletting and the  collection of the
rent  accruing  therefrom  (including  reasonable  attorney's  fees and broker's
commissions),  Tenant shall pay to Landlord the amount of such  deficiency  upon
demand and Tenant agrees that Landlord may file suit to recover sums falling due
under this section from time to time;

E.  Landlord  may, at Landlord's  option,  enter into and upon the Premises,  if
Landlord  determines in its sole  discretion  that Tenant is not acting within a
commercially  reasonable time to maintain,  repair or replace anything for which
Tenant is  responsible  hereunder and correct the same,  without being deemed in
any manner  guilty of  trespass,  eviction or forcible  entry and  detainer  and
without  incurring any liability for any damage  resulting  therefrom and Tenant
agrees to reimburse  Landlord,  on demand,  as additional rent, for any expenses
which Landlord may incur in thus effecting  compliance with Tenant's obligations
under this Lease;

F. Any and all  property  which may be removed  from the  Premises  by  Landlord
pursuant to the  authority  of the Lease or of law, to which Tenant is or may be
entitled,  may be handled,  removed and stored, as the case may be, by or at the
direction  of Landlord at the risk,  cost and  expense of Tenant,  and  Landlord
shall in no event be  responsible  for the value,  preservation  or  safekeeping
thereof.  Tenant  shall  pay to  Landlord,  upon  demand,  any and all  expenses
incurred in such removal and all storage  charges  against such property so long
as the same shall be in Landlord's  possession or under Landlord's control.  Any
such  property of Tenant not retaken by Tenant from storage  within  thirty (30)
days after  removal from the Premises  shall,  at Landlord's  option,  be deemed
conveyed  by Tenant to  Landlord  under this Lease as by a bill of sale  without
further payment or credit by Landlord to Tenant.

G. In the event  Tenant  fails to pay any  installment  of rent,  including  any
amount  treated as  additional  rent,  or other sums  hereunder as and when such
installment  or other  charge is due,  Tenant  shall pay to Landlord on demand a
late charge in an amount equal to five percent (5%) of such installment or other
charge  overdue in any month and two percent  (2%) each month  thereafter  until
paid in full to help defray the additional  cost to Landlord for processing such
late payments,  and such late charge shall be additional  rent hereunder and the
failure to pay such late charge within ten (10) days after demand therefor shall
be an additional  event of default.  The provision for such late charge shall be
in addition to all of Landlord's  other rights and remedies  hereunder or at law
and shall not be  construed  as  liquidated  damages or as  limiting  Landlord's
remedies in any manner.  Notwithstanding  the foregoing,  Landlord agrees not to
assess a late charge  unless  Tenant fails to pay the amount in question  within
ten (10)  days of  Landlord's  notice  that  such  payment  has not  been  made;
provided,  further,  that no such notice will be required in order to assess the
late charge:  (i) for the twelve (12) month period subsequent to Landlord having
given  Tenant two (2) such notices in any twelve (12) month  period;  or (ii) if
Tenant is in default pursuant to Article 17.

H. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of
the other remedies  herein  provided or any other remedies  provided by law (all
such remedies being cumulative), nor shall pursuit of any remedy herein provided
constitute  a forfeiture  or waiver of any rent due to Landlord  hereunder or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants herein  contained.  No act or thing done by Landlord or
its agents during the term hereby  granted shall be deemed a termination of this
Lease or an acceptance  of the  surrender of the  Premises,  and no agreement to
terminate  this  Lease or accept a  surrender  of said  Premises  shall be valid
unless in writing signed by Landlord.  No waiver by Landlord of any violation or
breach of any of the terms,  provisions and covenants  herein contained shall be
deemed or construed to  constitute a waiver of any other  violation or breach of
any  of  the  terms,  provisions  and  covenants  herein  contained.  Landlord's
acceptance  of the  payment  of rental  or other  payments  hereunder  after the
occurrence  of an event of default  shall not be  construed  as a waiver of such
default, unless Landlord so notifies Tenant in writing.  Forbearance by Landlord
in  enforcing  one or more of the  remedies  herein  provided  upon an  event of
default  shall not be deemed or construed to constitute a waiver of such default
or of Landlord's right to enforce any such remedies with respect to such default
or any  subsequent  default.  Without  limiting  the  foregoing,  Tenant  hereby
expressly  waives  any  right  to trial by jury in any  summary  proceeding  for
possession of the Premises.

I. If, on account of any  breach or default by either  party in its  obligations
under the terms and  conditions  of this Lease,  it shall  become  necessary  or
appropriate for the  non-defaulting  party to employ or consult with an attorney
concerning or to enforce or defend any of its rights or remedies hereunder,  the
defaulting party agrees to pay any attorney's fees so incurred.



XIX.     Tenant's Bankruptcy Or Insolvency.

         If at any time and for so long as  Tenant  shall  be  subjected  to the
provisions  of the  United  States  Bankruptcy  Code or other law of the  United
States or any state  thereof for the  protection of debtors as in effect at such
time (each a "Debtor's Law"), Tenant,  Tenant as  debtor-in-possession,  and any
trustee or receiver of Tenant's assets (each a "Tenant's  Representative") shall
have no greater  right to assume or assign  this Lease or any  interest  in this
Lease, or to sublease any of the Premises then accorded to Tenant in Article XI,
except to the extent  Landlord  shall be  required  to permit  such  assumption,
assignment  or  sublease  by  the  provisions  of  such  Debtor's  Law.  Without
limitation  of the  generality  of the  foregoing,  any  right  of any  Tenant's
Representative to assume or assign this Lease or to sublease any of the Premises
shall be subject to the conditions that:

A. Such  Debtor's  Law  shall  provide  to  Tenant's  Representative  a right of
assumption  of this  Lease  which  Tenant's  Representative  shall  have  timely
exercised  and  Tenant's  Representative  shall have fully  cured any default of
Tenant under this Lease.

B. Tenant's Representative or the proposed assignee, as the case shall be, shall
have  deposited  with  Landlord  as security  for the timely  payment of rent an
amount equal to the larger of: (a) three months' rent and other monetary charges
accruing  under this Lease;  and (b) any sum specified in Article III; and shall
have provided  Landlord with adequate other assurance of the future  performance
of the  obligations  of the Tenant under this Lease.  Without  limitation,  such
assurances  shall  include,  at least,  in the case of assumption of this Lease,
demonstration to the  satisfaction of the Landlord that Tenant's  Representative
has and will continue to have sufficient  unencumbered  assets after the payment
of all secured  obligations and administrative  expenses to assure Landlord that
Tenant's Representative will have sufficient funds to fulfill the obligations of
Tenant under this Lease;  and, in the case of assignment,  submission of current
financial  statements  of  the  proposed  assignee,  audited  by an  independent
certified public accountant  reasonably acceptable to Landlord and showing a net
worth and working capital in amounts  determined by Landlord to be sufficient to
assure  the  future  performance  by  such  assignee  of  all  of  the  Tenant's
obligations under this Lease.

C.  Landlord  shall have,  or would have had absent the  Debtor's  Law, no right
under  Article XI to refuse  consent to the proposed  assignment  or sublease by
reason of the  identity or nature of the  proposed  assignee or sublessee or the
proposed use of the Premises concerned.



XX.      Mortgages

         Tenant accepts this Lease subject and  subordinate to any mortgages and
deed of trust now or at any time  hereafter  constituting  a lien or charge upon
the Property, or the improvements situated thereon,  provided,  however, that if
the  mortgagee,  trustee,  or  holder  of any  such  mortgage  or deed of  trust
("Mortgagee")  elects to have  Tenant's  interest in this Lease  superior to any
such instrument,  then by notice to Tenant from such Mortgagee, this Lease shall
be deemed  superior to such lien whether this Lease was executed before or after
said mortgage or deed of trust.  Notwithstanding any subordination  specified or
required  by this  Lease,  so long as Tenant is not in default  under any of the
terms,  covenants and  conditions of this Lease,  neither the Lease,  nor any of
Tenant's rights will be terminated or disturbed or subject to termination by any
action to enforce the security of any mortgage,  trustee or by any proceeding or
action in foreclosure.  Tenant shall at any time hereafter on demand execute any
instruments,  releases  or other  documents  which may be  required  by any such
Mortgagee for the purpose of subjecting and subordinating this Lease to the lien
of any such mortgage or for the purpose of evidencing  the  superiority  of this
Lease to the lien of any such mortgage, as may be the case.  Notwithstanding the
foregoing,  the  subordination of this Lease shall not be effective until Tenant
receives a commercially reasonable non-disturbance agreement from the Mortgagee.



XXI.     Mechanic's and Other Liens

         Tenant shall have no authority,  express or implied, to create or place
any lien or encumbrance of any kind or nature  whatsoever upon, or in any manner
to bind,  the  interest  of  Landlord  in the  Premises or to charge the rentals
payable  hereunder  for any claim in favor of any person  dealing  with  Tenant,
including those who may furnish  materials or perform labor for any construction
or repairs, and each such claim shall affect and each such lien shall attach to,
if at all, only the leasehold  interest granted to Tenant by this Lease.  Tenant
covenants  and agrees that it will pay or cause to be paid all sums  legally due
and payable by it on account of any labor  performed or  materials  furnished in
connection  with any work  performed on the Premises on which any lien is or can
be validly and legally asserted  against its leasehold  interest in the Premises
or the  improvements  thereon and that it will save and hold  Landlord  harmless
from any and all loss,  liability,  cost or expense  based on or arising  out of
asserted  claims or liens  against  the  leasehold  estate or against the right,
title and  interest of the  Landlord in the  Premises or under the terms of this
Lease.  Tenant will not permit any  mechanic's  lien or liens or any other liens
which may be imposed by law affecting  Landlord's or its Mortgagees' interest in
the  Premises or the  Building to be placed  upon the  Premises or the  Building
arising out of any action or claimed action by Tenant, and in case of the filing
of any such lien Tenant will promptly pay same. If any such lien shall remain in
force and effect for twenty (20) days after written notice thereof from Landlord
to Tenant, Landlord shall have the right and privilege of paying and discharging
the same or any portion thereof without inquiry as to the validity thereof,  and
any  amounts  so  paid,  including  expenses  and  interest,  shall  be so  much
additional  rent  hereunder  due from  Tenant to  Landlord  and shall be paid to
Landlord  immediately  on  rendition  of  bill  therefor.   Notwithstanding  the
foregoing,  Tenant  shall have the right to contest  any such lien in good faith
and with all due  diligence  so long as any such  contest,  or  action  taken in
connection therewith, protects the interest of Landlord and Landlord's Mortgagee
in the Premises,  and Landlord and any such  Mortgagee are, by the expiration of
said twenty (20) day period,  furnished  such  protection,  and  indemnification
against any loss,  liability,  cost or expense  related to any such lien and the
contest thereof as are satisfactory to Landlord and any such Mortgagee.



XXII.    Notices

         Any notice or document required or permitted to be delivered under this
Lease  shall be  addressed  to the  intended  recipient,  shall  be  transmitted
personally,  by fully prepaid  registered or certified United States Mail return
receipt  requested,  or  by  reputable  independent  contract  delivery  service
furnishing a written record of attempted or actual delivery, and shall be deemed
to be delivered  when  tendered for delivery to the addressee at its address set
forth in Article I, or at such other  address as it has then last  specified  by
written notice  delivered in accordance  with this Article XXII, or if to Tenant
at either its aforesaid address or its last known registered office or home of a
general  partner or  individual  owner,  whether  or not  actually  accepted  or
received by the addressee.  All parties included within the terms "Landlord" and
"Tenant,"  respectively,  shall be bound by notices given in accordance with the
provisions  of this  Article  to the same  effect as if each had  received  such
notice.



XXIII.   Tenant's Signage Rights

         Tenant shall be entitled to construct, maintain, repair and replace (at
its sole cost and  expense)  the  following  signage  at the  Premises:  (i) two
illuminated  signs on the Building facade facing the Tri-State Tollway and Route
60; and (ii) an  illuminated  monument sign at the entrance to the Building from
Riverwoods  Boulevard.  All signage must be in  conformance  with all applicable
governmental  requirements  or any  variance  granted in  connection  therewith,
including the annexation agreement with the Village of Mettawa.  Unless Landlord
requests otherwise, Tenant must remove all such signs at the end of the Term and
repair any damage caused to the Premises by such removal.



XXIV.    Certain Rights Reserved To The Landlord

         The Landlord  reserves and may exercise the  following  rights  without
affecting Tenant's obligations hereunder:

A. to take any and all measures,  upon  reasonable  notice to Tenant,  including
inspections,  repairs, alterations,  decorations,  additions and improvements to
the  Premises or Building,  as may be  necessary  or  desirable  for the safety,
protection  or  preservation  of the  Premises  or  Building  or the  Landlord's
interests, or as may be necessary or desirable in the operation of the Building;
and

B. to add, remove or modify buildings, roadways, walkways,  landscaping,  lakes,
grading and other improvements in or to the Development, so long as such actions
do not materially and adversely affect Tenant's use of the Premises.


XXV.     Miscellaneous

A. Words of any gender used in this Lease shall be held and construed to include
any other gender,  and words in the singular number shall be held to include the
plural, unless the context otherwise requires.

B. The terms,  provisions and covenants and  conditions  contained in this Lease
shall apply to, inure to the benefit of, and be binding upon, the parties hereto
and upon their respective heirs, legal representatives, successors and permitted
assigns,  except as otherwise expressly provided herein. Landlord shall have the
right  to  assign  any of its  rights  and  obligations  under  this  Lease  and
Landlord's  grantee or Landlord's  successor shall upon such assignment,  become
"Landlord"  hereunder,  thereby freeing and relieving the grantor or assignor of
all covenants and obligations of "Landlord" hereunder.  Tenant agrees to furnish
promptly upon demand,  a corporate  resolution,  proof of due  authorization  by
partners, or other appropriate documentation evidencing the due authorization of
Tenant to enter into this Lease.  Nothing herein  contained shall give any other
tenant in the  Building of which the Premises is a part any  enforceable  rights
either against  Landlord or Tenant as a result of the covenants and  obligations
of either party set forth herein.

C. The captions  inserted in this Lease are for  convenience  only and in no way
define,  limit or otherwise  describe the scope or intent of this Lease,  or any
provision hereof.
D. Tenant shall at any time and from time to time within  twenty (20) days after
written request from Landlord execute and deliver to Landlord or any prospective
Landlord or Mortgagee or prospective Mortgagee a sworn and acknowledged estoppel
certificate,  in form  reasonably  satisfactory  to Landlord  and/or  Landlord's
Mortgagee or prospective  Mortgagee  certifying and stating as follows: (1) this
Lease has not been modified or amended (or if modified or amended, setting forth
such modifications or amendments); (2) this Lease (as so modified or amended) is
in full  force and  effect  (or if not in full  force and  effect,  the  reasons
therefor);  (3) the Tenant has no offsets or defenses to its  performance of the
terms and  provisions of this Lease,  including the payment of rent (or if there
are any such  defenses  or  offsets,  specifying  the  same);  (4)  Tenant is in
possession of the Premises if such be the case; (5) if an assignment of rents or
leases has been  served upon Tenant by a  Mortgagee  or  prospective  Mortgagee,
Tenant has received  such  assignment  and agrees to be bound by the  provisions
thereof;  and (6) any other accurate statements  reasonably required by Landlord
or its  Mortgagee  or  prospective  Mortgagee.  It is  intended  that  any  such
statement  delivered  pursuant  to this  subsection  may be  relied  upon by any
prospective  purchaser or Mortgagee and their respective  successors and assigns
and Tenant  shall be liable for all loss,  cost or  expense  resulting  from the
failure of any sale or funding of any loan caused by any  material  misstatement
contained in such estoppel certificate.

E. This Lease may not be altered,  changed or amended except by an instrument in
writing signed by both parties hereto.

F. All obligations of Tenant  hereunder not fully performed as of the expiration
of earlier  termination  of the Term shall  survive  the  expiration  or earlier
termination of the Term,  including without limitation,  all payment obligations
with respect to Taxes and Operating  Costs and all  obligations  concerning  the
condition of the Premises.  Upon the  expiration or earlier  termination  of the
Term,  Tenant  shall pay to  Landlord  the amount,  as  estimated  by  Landlord,
necessary: (1) to repair and restore the Premises as provided herein; and (2) to
discharge Tenant's obligation for unpaid Taxes, Operating Costs or other amounts
due Landlord. All such amounts shall be used and held by Landlord for payment of
such  obligations of Tenant,  with Tenant being liable for any additional  costs
upon demand by  Landlord,  or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied.

G. If any clause, phrase,  provision or portion of this Lease or the application
thereof to any person or circumstance  shall be invalid or  unenforceable  under
applicable  Laws,  such  event  shall not  affect,  impair or render  invalid or
unenforceable  the  remainder  of this  Lease  nor  any  other  clause,  phrase,
provision or portion hereof,  nor shall it affect the application of any clause,
phrase, provision or portion hereof to other persons or circumstances, and it is
also the  intention  of the  parties  to this  Lease  that in lieu of each  such
clause,  phrase,  provision  or  portion  of  this  Lease  that  is  invalid  or
unenforceable,  there  be  added  as a part of  this  Lease  a  clause,  phrase,
provision  or  portion as  similar  in terms to such  invalid  or  unenforceable
clause,  phrase,  provision  or  portion  as may be  possible  and be valid  and
enforceable.

H.  Submission  of this  Lease  shall not be deemed to be a  reservation  of the
Premises.  Landlord shall not be bound hereby until its delivery to Tenant of an
executed copy hereof signed by Landlord,  already  having been signed by Tenant,
and until such  delivery  Landlord  reserves  the right to exhibit and lease the
Premises to other prospective tenants. Notwithstanding anything contained herein
to the  contrary,  Landlord may withhold  delivery of possession of the Premises
from  Tenant  until such time as Tenant has paid to  Landlord  any sum then owed
pursuant to this Lease.

I. If either party hereto shall be delayed or hindered in or prevented  from the
performance  of any act  required  hereunder  by  reason  of  strikes,  material
shortages,  lockouts,  riots,  insurrection  or acts of war,  the period for the
performance  of any such acts shall be extended for a period  equivalent  to the
period of such delay.  Notwithstanding  the  foregoing,  the  provisions of this
section  shall,  at no time,  operate  to excuse  Landlord  or  Tenant  from any
obligations  for payment of rent or any other payments  required by the terms of
this Lease when the same are due, and all such amounts shall be paid when due.

J. If there be more than one Tenant,  the  obligations  hereunder  imposed  upon
Tenant shall be joint and several.  Any  indemnification  of,  insurance  of, or
option  granted to Landlord  shall also include or be  exercisable by Landlord's
trustee, beneficiary, agents and employees, as the case may be.

K. Each of the parties (1)  represents and warrants to the other that it has not
dealt  with any  broker or  finder in  connection  with  this  Lease,  except as
described in Article I; and (2)  indemnifies  and holds the other  harmless from
any and all losses,  liability,  costs or expenses  (including  attorneys' fees)
incurred as a result of an alleged  breach of the foregoing  warranty.  Landlord
agrees to promptly pay the broker, if any, listed in Article I.

L.  Except  as  specifically  provided  in the  Lease:  (1)  whenever  a party's
permission, consent or approval is required pursuant to the terms of this Lease,
the same shall not be unreasonably  withheld,  refused or delayed;  (2) whenever
any  opinion or  election by a party is  required,  the same shall be  exercised
reasonably and will not be unreasonably delayed; (3) whenever a party's judgment
or satisfaction is required,  shall be deemed to mean the reasonable judgment or
satisfaction of the party; (4) whenever an  indemnification  or reimbursement is
required  to be made by a party  under this  Lease,  amounts  owed shall only be
those  reasonable  costs incurred by the indemnified  party;  and (5) whenever a
party's permission,  consent or approval is required to be reasonable,  it shall
also be required not to be unreasonably withheld or delayed.  Except for fees of
real estate tax  attorneys  resulting  from the  contesting  of Taxes,  whenever
attorneys'  fees are referred to in this Lease,  in all cases it shall be deemed
to mean reasonable attorneys' fees and not necessarily actual attorneys' fees.

M. If, at any time during the term of this Lease,  Landlord  shall  determine to
sell and convey the Premises or the beneficial  interest of Landlord therein, as
the case may be, then  Landlord  shall  notify  Tenant in writing of  Landlord's
contemplated  sales price  therefor.  Tenant  shall then have a period of thirty
(30) days from and after the date of such written  notice to negotiate,  execute
and deliver to Landlord a written  offer to purchase such interest on a purchase
agreement reasonably acceptable to both parties in an amount equal to Landlord's
contemplated  sales  price  without  regard  to a  sales  commission,  whereupon
Landlord shall be obligated to accept such written offer to purchase.  If Tenant
fails,  refuses or is otherwise unable to deliver to Landlord such written offer
to purchase within said thirty (30) day period,  Landlord shall  thereafter have
the  right to sell  such  interest  to any  third  party on  whatever  terms and
conditions Landlord is willing to accept. The provisions of this Paragraph shall
not apply to any  Tenant  shall  have no right to  purchase  the  Premises  with
respect  to:  (1) the sale of the  Premises  if  packaged  together  with  other
building(s) of Landlord;  (2) a foreclosure  sale or deed in lieu of foreclosure
given to Landlord's  mortgagee or the conveyance by said fee mortgagee to a bona
fide purchaser  following a foreclosure or deed in lieu thereof; or (3) any sale
leaseback  transaction entered into for financing purposes;  provided,  however,
that Tenant's right pursuant to this Paragraph  shall not be extinguished by the
transactions  described in the foregoing  clauses (2) or (3). The  provisions of
this Paragraph shall apply only to Tenant,  or any affiliate of Tenant and shall
not inure to the benefit of any  assignee  or  subtenant  of Tenant,  except for
assignees or subtenants which do not require Landlord's approval.

N.  Landlord,  at its sole cost and expense,  shall deliver to Tenant,  prior to
commencement  of Tenant's work in the Premises,  a leasehold title policy in the
amount of $1,000,000  insuring  Tenant's interest in this Lease and subject only
to such  exceptions  as Tenant may  reasonably  accept and including an ALTA 3.1
zoning  endorsement  indicating  Tenant's permitted uses are permitted under the
existing zoning.  Such policy is a condition of Tenant's  performance  hereunder
and,  if Landlord  fails to deliver  such  policy,  Tenant may, by ten (10) days
prior written notice, terminate this Lease; provided,  however, that if Landlord
delivers such policy within such ten days, Tenant's  termination notice shall be
null and void.



XXVI.    Landlord's Exculpation

         It is expressly  understood and agreed that nothing in this Lease shall
be construed as creating any liability  whatsoever against the Landlord,  or its
successors  and assigns,  personally,  and in  particular  without  limiting the
generality  of the  foregoing,  there shall be no personal  liability to pay any
indebtedness  accruing  hereunder or to perform any covenant,  either express or
implied,  herein contained,  and that all personal liability of Landlord, or its
successors  and assigns,  of every sort, if any, is hereby  expressly  waived by
Tenant,  and every  person  now or  hereafter  claiming  any  right or  security
hereunder,  and that so far as  Landlord,  or its  successors  and  assigns,  is
concerned the owner of any  indebtedness or liability  accruing  hereunder shall
look solely to Landlord's interest in the Building for the payment thereof.


TENANT:                                              LANDLORD:

CDW COMPUTER CENTERS, INC.          HP WOODLAND FALLS I, LLC

By:                                          By:
     --------------------                       --------------------------

Title:                                      Title:
     --------------------                       --------------------------

Date:  October             , 2000               Date:  October            , 2000
              -------------                                   ------------



<PAGE>


472284_8.DOC                                              2

472284_8.DOC                                              1
                                   EXHIBIT A-1
                        LEGAL DESCRIPTION OF THE PROPERTY

                      LEGAL DESCRIPTION FOR PROPOSED LOT 2
                      IN HAMILTON OFFICE 1st RESUBDIVISION
                                METTAWA, ILLINOIS

THAT PART OF LOT 1 IN HAMILTON OFFICE  SUBDIVISION,  BEING A SUBDIVISION OF PART
OF THE WEST HALF OF SECTION 36,  TOWNSHIP  44 NORTH,  RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN,  ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 8, 1999 AS
DOCUMENT NO. 4416298, IN LAKE COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:

COMMENCING  AT THE  SOUTHWEST  CORNER  OF SAID LOT 1,  SAID  POINT  BEING ON THE
EASTERLY LINE OF RIVERWOODS BOULEVARD PER DOCUMENT NO. 4416298; THENCE NORTHERLY
ALONG THE EASTERLY LINE OF  RIVERWOODS  BOULEVARD THE FOLLOWING SIX (6) COURSES:
THENCE NORTH 13 DEGREES 16 MINUTES 46 SECONDS WEST, 130.17 FEET; THENCE NORTH 00
DEGREES 03 MINUTES 07 SECONDS EAST, 197.54 FEET TO A POINT OF CURVATURE;  THENCE
NORTHERLY  120.36  FEET  ALONG THE ARC OF A CURVE,  CONCAVE  EASTERLY,  HAVING A
RADIUS OF 691.00 FEET AND A CHORD BEARING NORTH 05 DEGREES 02 MINUTES 31 SECONDS
EAST, 120.20 FEET TO THE POINT OF BEGINNING;  THENCE  NORTHEASTERLY  381.86 FEET
CONTINUING ALONG THE LAST DESCRIBED COURSE, BEING A CURVE CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 691.00 FEET AND A CHORD  BEARING  NORTH 25 DEGREES 51 MINUTES
48 SECONDS EAST, 337.03 FEET TO A POINT OF TANGENCY;  THENCE NORTH 41 DEGREES 41
MINUTES  42  SECONDS  EAST,  141.22  FEET  TO  A  POINT  OF  CURVATURE;   THENCE
NORTHEASTERLY  162.34  FEET  ALONG  THE ARC OF A CURVE,  CONCAVE  NORTHWESTERLY,
HAVING A RADIUS OF 780.00 FEET AND A CHORD  BEARING  NORTH 35 DEGREES 43 MINUTES
58 SECONDS  EAST,  162.05  FEET;  THENCE  SOUTH 59 DEGREES 39 MINUTES 59 SECONDS
EAST,  233.69 FEET;  THENCE SOUTH 30 DEGREES 10 MINUTES 00 SECONDS  WEST,  45.53
FEET;  THENCE SOUTH 59 DEGREES 50 MINUTES 00 SECONDS EAST,  104.78 FEET;  THENCE
SOUTH 30  DEGREES  10 MINUTES 00 SECONDS  WEST,  190.19  FEET;  THENCE  SOUTH 59
DEGREES 50 MINUTES 00 SECONDS  EAST,  170.99  FEET;  THENCE  NORTH 30 DEGREES 10
MINUTES 00  SECONDS  EAST,  71.19  FEET;  THENCE  SOUTH 59 DEGREES 50 MINUTES 00
SECONDS  EAST,  80.35 FEET TO A POINT ON THE  SOUTHEASTERLY  LINE OF SAID LOT 1,
SAID POINT ALSO BEING ON THE  NORTHWESTERLY  LINE OF THE NORTHERN  ILLINOIS TOLL
HIGHWAY;  THENCE  SOUTHEASTERLY  ALONG SAID LINE THE FOLLOWING FOUR (4) COURSES:
THENCE SOUTH 33 DEGREES 40 MINUTES 22 SECONDS WEST, 61.97 FEET;  THENCE SOUTH 22
DEGREES 53 MINUTES 08 SECONDS  WEST,  164.38  FEET;  THENCE  SOUTH 31 DEGREES 48
MINUTES 16 SECONDS  WEST,  177.55  FEET;  THENCE  SOUTH 29 DEGREES 42 MINUTES 48
SECONDS WEST,  48.39 FEET TO A POINT OF INTERSECTION  WITH THE NORTHERLY LINE OF
AN EASEMENT RECORDED AS DOCUMENT NO. 4416298; THENCE NORTH 65 DEGREES 20 MINUTES
49  SECONDS  WEST,  620.70  FEET  ALONG  SAID  NORTHERLY  LINE TO THE  POINT  OF
BEGINNING.

LEGAL DESCRIPTION UPON RECORDING OF HAMILTON OFFICE 1st RESUBDIVISION:

LOT 2 IN HAMILTON OFFICE 1ST  RESUBDIVISION,  BEING A RESUBDIVISION OF LOT 1, IN
HAMILTON  OFFICE  SUBDIVISION,  BEING A SUBDIVISION  OF PART OF THE WEST HALF OF
SECTION 36, TOWNSHIP 44 NORTH,  RANGE 11, EAST OF THE THIRD PRINCIPAL  MERIDIAN,
ACCORDING  TO THE  PLAT  OF  RESUBDIVISION  RECORDED  ___________  ___,  2000 AS
DOCUMENT NO. _______________,
IN LAKE COUNTY, ILLINOIS


<PAGE>


472284_8.DOC                                             D-1
472284_8.DOC                                             B-1
                                   EXHIBIT A-2
                            SITE PLAN OF THE PROPERTY


<PAGE>


472284_8.DOC                                             C-4
                                    EXHIBIT B
                                   WORK LETTER



1.       Landlord's Work.

1.1 Landlord  agrees to furnish and install the Base Building  Improvements  set
forth in  Attachment A at  Landlord's  sole cost and expense.  Upon  substantial
completion of the Base Building Improvements, Landlord shall tender the Premises
to Tenant  and the later of such date or twenty  (20) days  after  Landlord  has
given Tenant  written  notice of the date for such tender shall be the "Delivery
Date". "Substantial completion" shall be defined as completion necessary for the
Village of Mettawa to issue its  customary  certificate  of occupancy or similar
permit or authority for Tenant to use or occupy the Building (provided,  that if
such  certificate  is a temporary or  conditional  one, its issuance shall still
constitute   substantial   completion   provided  that  Landlord  completes  any
additional work necessary for the issuance of a permanent certificate within the
time  frames  required  by the  Village  and the work does not  affect  Tenant's
ability  to  commence  and timely  complete  its work at the  Premises).  By its
occupancy  of the  Premises,  Tenant  acknowledges  that  it has  inspected  the
Premises  and  agrees to accept the  Premises  in its then  existing  condition,
subject to latent  defects,  except  that Tenant  shall  deliver a punch list of
items not  completed  within  thirty (30) days after the  Commencement  Date and
Landlord  agrees to  proceed  with due  diligence  to  perform  its  obligations
regarding such items.

1.2 In addition, Landlord shall construct a structured parking deck on the south
parking  area  substantially  as set forth in the Pepper  Construction  proposal
dated August 29, 2000, not including the underground  connection to the Building
("Landlord's  Work").   Landlord's  Work  shall  be  completed  in  a  good  and
workmanlike  manner in accordance  with  applicable  laws no later than April 1,
2001, subject to force majeure.  Landlord shall pay the cost of Landlord's Work.
Such costs shall include all construction  costs and all architect's fees, space
planner's fees, engineer's fees, fees for building permits and approvals. In the
event  that  the  cost  of  Landlord's  Work  is  less  than  $4,000,000  ("Deck
Allowance"),  the  Annual  Rent  shall be  reduced by 10.5% of the amount of the
difference between the cost of Landlord's Work and the Deck Allowance.  Prior to
the  completion of Landlord's  Work and  subsequent  to the  Commencement  Date,
Landlord  will  provide  surface  parking  for at least  300  cars to serve  the
Property.

2.       Working Drawings.

2.1 No later than  December  1, 2000,  Tenant  shall  cause to be  prepared  and
delivered to Landlord Working Drawings for the Premises.  Working Drawings shall
mean,  collectively,  the space plan  prepared by Partners by Design (the "Space
Plan"),  the final plans and  specifications for the Premises (the "Construction
Drawings"), including all plans prepared by Partners by Design (the "Architect")
and TBD (the  "Engineer"),  including but not limited to details of  partitions,
doors,  electrical  and  telephone  outlets,  ceilings,  finishes,   sprinklers,
heating,  ventilating,  sound  attenuation,  air  conditioning,   plumbing,  and
electrical  systems,  finishes,  paint,  millwork,  cabinetry and floor and wall
coverings in the Premises. Landlord will review the Working Drawings and respond
as soon as  reasonably  possible  but in no event later than eight (8)  business
days after  receipt.  Further,  within the  following  five (5)  business  days,
Landlord and Tenant and their  respective  consultants  shall review and discuss
the Working  Drawings,  revise them as  appropriate,  and reach agreement on the
final   Working   Drawings.   Landlord   and   Tenant,   or   their   authorized
representatives,  shall sign two sets of the Working Drawings and one signed set
shall be  delivered  to each party.  Any  material  changes or  additions to the
Working  Drawings  shall require  written  approval by Landlord,  which approval
shall not constitute  approval of any  municipality  or other  authority  having
jurisdiction and which shall not be unreasonably withheld or delayed.

2.2 Upon  completion  of the Working  Drawings,  Tenant shall  immediately  make
application to the appropriate  regulatory  authorities for the required permits
and approvals.

2.3 Upon  receipt  of a copy of the  Working  Drawings  approved  and  signed by
Landlord,  and receipt of  necessary  permits,  Landlord  will permit  Tenant to
commence construction.

2.4 Neither  review nor  approval by  Landlord  of the  Working  Drawings  shall
constitute  a  representation  or warranty  by Landlord  that any of the Working
Drawings either (i) are complete or suitable for their intended purpose, or (ii)
comply  with  applicable  laws,  ordinances,  codes  and  regulations,  it being
expressly agreed by Tenant that Landlord assumes no  responsibility or liability
whatsoever  to Tenant or to any other  person or entity  for such  completeness,
suitability,  or compliance.  Further,  it is understood and agreed that any and
all inspections of the Work made by Landlord, its consultant or their respective
agents,   employees   and/or  designees  shall  be  solely  for  Landlord's  own
information  and shall not be  deemed  to have  been made for or on  account  of
Tenant or any other party and Tenant hereby  specifically  relieves  Landlord of
any and all liability or  responsibility  relating in any way  whatsoever to the
construction  of the Work,  including but not limited to, the work thereon,  the
materials  or  labor   supplied  in  connection   therewith,   and  any  errors,
inconsistencies  or other defects in the Working  Drawings,  except for portions
which are Landlord's Work.

3.       Tenant's Work.

3.1 Tenant, at its sole cost and expense but subject to Landlord's obligation to
pay the Tenant Allowance, shall perform all work in accordance with the terms of
this  Exhibit as  required  to put the  Premises  in a  condition  to permit the
conduct of Tenant's  business therein and in accordance with the requirements of
the Lease (the "Work").  Unless  otherwise  provided herein or in the Lease, all
installations (except trade fixtures) made by Landlord or Tenant hereunder shall
remain the  property  of  Landlord.  Tenant  shall hire its own  contractor  and
suppliers for completion of the Work,  provided such  contractors  and suppliers
are reasonably  acceptable to Landlord.  Approval or disapproval of a contractor
or supplier will be given in writing (with  explanation if  disapproval)  within
ten (10) days of  submission.  Failure of Landlord to notify  Tenant within such
time period shall be deemed approval.

3.2 Landlord shall have no responsibility  with respect to the completion of the
Work except that  Landlord  will  cooperate  with Tenant by  complying  with its
obligations  under the Lease  including this Exhibit  promptly.  Tenant shall be
responsible for insuring that all work performed by its contractors,  workmen or
suppliers  complies  with  the  approved  Working  Drawings  and all  applicable
building codes and regulations of governmental authorities.

3.3 Tenant shall not permit Tenant's  contractors or  subcontractors to commence
any work until the following insurance has been obtained by Tenant's contractors
and subcontractors:

3.3.1 Workers'  Compensation and Employers' Liability Insurance,  with limits of
not less than  $500,000.00 and as required by any applicable laws where the Work
is to be performed.

3.3.2 Commercial  General  Liability  Insurance  (including  Owners'  Protective
Liability)  in an  amount  not less  than  $2,000,000  per  occurrence,  whether
involving  bodily injury  liability (or death  resulting  therefrom) or property
damage  liability,  or a combination  thereof,  with a minimum  aggregate  limit
$5,000,000,  and with umbrella coverage with limits of not less than $5,000,000.
Such insurance  shall provide for explosion and collapse,  completed  operations
coverage and broad form blanket contractual  liability coverage and shall insure
Tenant's  contractors  against any and all claims for bodily  injury,  including
death resulting therefrom, and damage to the property of others arising from its
operation under the contracts, whether such operations are performed by Tenant's
contractors or by anyone directly or indirectly employed by any of them.

3.3.3  Comprehensive  Automobile  Liability  Insurance  including the ownership,
maintenance  and  operations  of  any  automotive  equipment  owned,  hired  and
non-owned,  including loading and unloading of any automobile,  in an amount not
less than $1,000,000 per accident with umbrella coverage limits of not less than
$2,000,000; which insurance shall insure Tenant's contractors and subcontractors
against  any and  all  claims  for  bodily  injury,  including  death  resulting
therefrom and damage to the property of others arising from its operations under
its contract  with Tenant  whether  such  operations  are  performed by Tenant's
contractors or  subcontractors  or by anyone directly or indirectly  employed by
any of them.

All  physical  damage  insurance  shall be in amounts at least equal to the full
replacement  cost  of  the  covered  items  and  shall  not  be  subject  to the
application of any  coinsurance  clauses or  requirements.  Tenant shall furnish
certificates  of  insurance  evidencing  the  coverages to be provided by Tenant
under this Paragraph prior to the commencement of the Work,  which  certificates
shall state that such insurance  coverage may not be changed or canceled without
at least 30 days' prior written  notice to Landlord and shall name as additional
insureds  Landlord and any other party  reasonably  requested  by Landlord.  All
insurance  shall otherwise be in form and substance  reasonably  satisfactory to
Landlord.

3.4 Tenant's  entry on the Premises to perform the Work shall be subject to, and
Tenant shall fully  perform and comply with,  each of the  following  covenants,
conditions and requirements:

3.4.1 Tenant and Tenant's agents, contractors, workmen, mechanics, suppliers and
invitees shall work in harmony and not unreasonably  interfere with Landlord and
Landlord's agents, employees and contractors.

3.4.2 Tenant shall require all entities  performing  work on behalf of Tenant to
provide protection for existing improvements that is reasonably  satisfactory to
Landlord,  and shall  allow  Landlord  access to the  Premises,  for  inspection
purposes, at all times during the period when Tenant is undertaking construction
activities  thereon. In the event any entity performing work on behalf of Tenant
causes any damage to the property of Landlord or others, Tenant shall cause such
damage to be  repaired at  Tenant's  expense  and if Tenant  fails to cause such
damage to be repaired promptly upon Landlord's demand therefor, Landlord may, in
addition to any other rights or remedies  available to Landlord under this Lease
or at law or equity,  cause such damage to be  repaired,  in which event  Tenant
shall  promptly upon  Landlord's  demand pay to Landlord as additional  rent the
cost of such repairs.

3.4.3  Construction  equipment and materials are to be located in confined areas
approved by Landlord and truck  traffic is to be routed to and from the building
as directed by Landlord so as not to burden the construction or operation of the
Building.  Landlord  shall have the right to order Tenant or any  contractor  or
subcontractor  who violates the above  requirements more than once to cease work
and to remove it, its equipment, and its employees from the Building.

3.4.4 During the  performance of the Work and Tenant's  fixturing,  Tenant shall
accumulate  its trash in  containers  supplied  by Tenant and  Tenant  shall not
permit trash to accumulate  within the Premises.  Tenant shall cause each entity
employed by it to perform  work on the  Premises to abide by the  provisions  of
this  Exhibit as to the storage of trash and shall  require  each such entity to
perform  its work in a way that dust or dirt is  contained  entirely  within the
Building.  Should Landlord deem it necessary to remove Tenant's trash because of
accumulation,  an  additional  charge to Tenant  will be on a time and  material
basis.

3.4.5 To the extent not expressly  prohibited by law, Tenant agrees to indemnify
and  defend  Landlord,  its  partners,  directors,  officers,  employees,  legal
representatives, servants and agents and save them harmless from and against any
and all loss  (including  loss of rents  payable by Tenant or other  tenants and
damage to the Building) and against all claims, actions, damages,  liability and
expense brought by any person(s),  firm(s), or corporation(s) in connection with
loss of life,  bodily and personal  injury or property  damage  arising from any
occurrence in, upon or at the Premises or the Building  occasioned  wholly or in
part by any act or omission of the Tenant or its  contractors or  subcontractors
or otherwise in connection with the performance of the Work.

3.4.6 Tenant shall be  responsible  for all  arrangements  and costs  related to
moving its office equipment, supplies, furnishings, and other apparatus into the
Premises.  Tenant shall  reimburse  Landlord for the full cost of any repairs or
replacements to the Building which result from Tenant's  moving work,  including
any damage to the  elevators  which  results  from loads that exceed their rated
capacity.  Prior to the start of any moving  work,  Tenant will lay down plywood
protection  boards  over  floors,  install  pads in the  freight  elevator,  pad
corridor corners and entrance doors and frames and perform such other protective
work as Landlord  may  reasonably  require to minimize  potential  damage to the
Building. Landlord shall not charge for the use of the freight elevator.

4.       Tenant Allowance.

4.1 Landlord shall reimburse Tenant for the cost of the tenant  improvement work
specified  herein up to but not in excess of $32.00 per square  foot of rentable
area in the Premises ("Tenant's Allowance").  The Tenant's Allowance may be used
for hard and soft  construction  costs,  architectural  fees,  moving  expenses,
consulting fees, furniture,  fixtures and equipment. Any portion of the Tenant's
Allowance not used for the preceding  costs shall be credited  against the first
payments of Annual Rent due under this Lease.

4.2  Landlord  will make  periodic  payments  (no more  often than once a month)
towards  the cost of the Work upon  receipt  of (i) a  certificate  of  Tenant's
architect  certifying as to the  percentages  of completion of the components of
the Work and setting forth the amount  authorized  for  disbursement  subject to
Landlord's  10% holdback  hereinafter  described and that the completed  Work is
substantially  in accordance  with the Working  Drawings and in full  compliance
with all applicable laws; (ii) Tenant shall have delivered to Landlord copies of
all licenses and building  permits  necessary for construction and completion of
the Work for which such  disbursement is being requested,  all of which shall be
unconditional; (iii) partial waivers of mechanic's or materialmen's lien claims;
and (iv)  Tenant's  and its general  contractor's  sworn  statement  listing all
subcontractors, the amounts of their contracts and the percentage of completion.
The cost of the excess  (the  "Excess")  of the actual cost of the Work over the
Tenant  Allowance  shall be paid by Tenant.  Landlord  will fund draws within 30
days after  receipt of the items listed  above (but not than once a month).  The
balance of the Tenant Allowance  (including the 10% holdback) shall be paid upon
substantial  completion of the Work as well as fulfillment  of the  requirements
set forth in this section.

4.3 In addition to the Tenant Allowance, Landlord shall reimburse Tenant for the
cost of  preparing  the Working  Drawings,  up to a maximum  amount of $0.07 per
square foot of rentable space in the Premises,  and for the cost of one revision
to the Working Drawings, up to a maximum amount of $0.03 per square foot.

5.  Side-by-Side  Construction.  As soon as  reasonably  feasible  after  Tenant
obtains a building  permit for  Tenant's  work and prior to the  Delivery  Date,
Landlord  shall give Tenant  access to the Building  for purposes of  commencing
construction.  Tenant's  access shall not be deemed to be an  acceptance  of the
completion  or adequacy of  Landlord's  work pursuant to Section 1.1. Each party
acknowledges   that  the   intention  is  that  Tenant  and  Landlord   will  be
simultaneously  constructing their respective  improvements and each party shall
cooperate with the other to facilitate such  construction.  However,  Tenant and
its  contractors  shall abide by all  reasonable  instructions  and  requests of
Landlord and Landlord's contractor regarding construction matters where there is
a  likelihood  of conflict  between the  parties.  Tenant's  early access to the
Building  shall be subject to all the terms and  conditions  of the Lease  other
than the payment of rent, Taxes and Operating Costs.

6.  Miscellaneous.  This  Exhibit is  expressly  made a part of the Lease and is
subject  to each  and  every  term and  condition  thereof,  including,  without
limitation, the limitations on liability set forth in the Lease.


<PAGE>


472284_8.DOC                                             C-7
472284_8.DOC                                             C-5

                                  Attachment A


                           Base Building Improvements


a.       (i) Main HVAC loop; (ii) perimeter fan powered boxes

         HVAC Operating Criteria / Minimum Standards:

         Summer:  Not more than 76  degrees  Fahrenheit  dry bulb / INSIDE  when
         OUTSIDE  temperature  reaches a high up to 95  degrees  Fahrenheit  dry
         bulb, 74 degrees wet bulb.

          Winter:  Not less than 72 degrees  Fahrenheit  dry bulb / INSIDE  when
          OUTSIDE  temperature  reaches a low up to -10 degrees  Fahrenheit  dry
          bulb.

b.       Standard  sprinkler  distribution  system  with approximately one head
         every 225 USF along with riser, mains and control.

c.       (i) Riser,  disconnect and service  connection  cabling and conduit for
         Tenant  distribution  panels for six (6) watts for Power and  Lighting,
         Demand  Load per RSF and  (ii)  Telephone  Riser  with Net Pop on first
         (1st) floor.

d.       Building standard window coverings (horizontal mini blinds or other).

e.       ADA approved  Life Safety System riser and  controls/panels  to support
         audio and visual  codes along with  installation  of elements in common
         areas. System shall meet the latest ADA and UL requirements.

f.       All building  interior  columns and core walls insulated and drywalled;
         all taped,  sanded  and ready to accept  Tenant's  finishes  up to 9'3"
         above finished floor at core and columns. Perimeter kneewall framed and
         insulated.

g.       Public  corridor on first (1st) and second (2nd) floor  complete  with
         finishes.  Elevator cab  finishes. Upper floor elevator lobbies
         drywalled, taped, sanded and ready to accept finishes and ceilings.

h.       Slab leveling:  Guaranteed to1/2" in 10'0" laterally, non-accumulative.

i.       Public area water coolers as required by code.

j.       Supply air  delivered  to floor  shall be no lower than one CFM per USF
         and  temperature  no higher than  fifty-five  (55) degrees at discharge
         shaft at roof-top unit.

k.       Spray-on  fireproofing  on all core and shell  structural steel members
         floor,  ceiling and walls as per code.

l.       Operational combination passenger/freight elevator (4500 lb. Capacity).

m.       Landlord will guarantee that all above ceiling Shell Condition  Systems
         are  installed  allowing  for  the  installation  without  conflict  of
         building standard sized ceiling and above ceiling MEP components.

n.       Landlord will guarantee that the building is free of Asbestos.

o.       Sanitary waste vent, water connection on each floor.

p.       All work and cost associated with ADA compliance  outside of the
         Premises will be the sole  responsibility of the Landlord.


<PAGE>


472284_8.DOC                                             C-1
472284_8.DOC                                             C-6
                                    EXHIBIT C
                              RULES AND REGULATIONS

         1. In  case  of  invasion,  mob,  riot,  public  excitement,  or  other
commotion,  Landlord reserves the right to prevent access to the Building during
the continuance of the same by closing the doors or otherwise, for the safety of
the tenants or Landlord and  protection of property in the Building.  Tenant and
its  employees  shall not go upon the roof of the  Building  without the written
consent of the  Landlord;  provided,  however  that Tenant  shall be entitled to
install,  operate and maintain two satellite  dishes on the roof, no bigger than
24 inches in diameter, for the reception of television and Internet broadcasts.

         2. The toilets,  sinks and other water  apparatus shall not be used for
any purpose other than that for which they were constructed.

         3. If Landlord,  by a notice in writing to Tenant,  shall object to any
curtain,  blind,  shade or screen attached to, or hung in, or used in connection
with,  any window or door of the Premises  (which  Landlord  has not  previously
approved),   such  use  of  such  curtain,  blind,  shade  or  screen  shall  be
discontinued  forthwith by Tenant.  No awnings shall be permitted on any part of
the  Premises.  Tenant  shall not place or install  any  antennae  or aerials or
similar devices outside of the Premises.

         4. Tenant shall not place a load upon any floor of the  Premises  which
exceeds  the load per square  foot which  such floor was  designed  to carry and
which is allowed by law.  The moving of heavy  objects  shall occur only between
such  hours as may be  designated  by,  and only upon  previous  notice  to, the
manager of the  Building,  and the persons  employed to move heavy objects in or
out of the Building must be acceptable to Landlord.

         5. Tenant,  upon the  termination of the tenancy,  shall deliver to the
Landlord  all the keys of offices,  rooms and toilet rooms which shall have been
furnished  Tenant or which Tenant shall have had made,  and in the event of loss
of any keys so furnished shall pay the Landlord therefor.

         6. Tenant  assumes full  responsibility  for  protecting its space from
theft, robbery and pilferage which includes keeping doors locked and windows and
other means of entry to the Premises  closed.  Landlord will not be  responsible
for lost or stolen personal property,  equipment, money or jewelry from Tenant's
area or any public rooms  regardless  of whether such loss occurs when such area
is locked against entry or not.

         7. Tenant shall give prompt  notice to Landlord of any  accidents to or
defects in  plumbing,  electrical  fixtures,  or heating  apparatus so that such
accidents or defects may be attended to promptly.

         8. Tenant shall comply with the Declaration of Protective Covenants and
Restrictions attached to the Annexation Agreement as Exhibit VIII dated November
28, 1998.



<PAGE>


472284_8.DOC                                             C-1
472284_8.DOC                                             C-7
                                    EXHIBIT D
                                 TRADE FIXTURES

The  following are  categories  of trade  fixture  issues that may be removed by
Tenant,  as Tenant's  property,  at the conclusion of the Lease term. Below each
group are some examples of specific items that may be included in the group. The
group is not  limited to the  example  issues  listed (A, B, C).  Each group may
include additional similar items.

1.       Telephone/computer systems
         A)       Switch
         B)       Patch panels
         C)       UPS system
         D)       Supplemental cooling equipment

2.       Free standing custom furniture/mill work
         A)       Reception desk
         B)       Conference tables
         C)       Appliances (other than built-in appliances)
         D)       Prefabricated counter and storage units for distribution areas

3.       Free standing manufactured furniture and equipment
         A)       Desks, chairs, files, counters, workstations
         B)       Computers, printers, copiers

4.       Artwork
         A)       Paintings
         B)       Graphics, murals
         C)       Custom rugs, unattached

5.       Plantings

6.       Security systems-other than those which are included in Landlord's Work
         A)       Cards, readers
         B)       Security system drivers
         C)       Cameras

7.       Interior signage

8.       Paging systems


<PAGE>


472284_8.DOC                                             C-9
472284_8.DOC                                             C-8
                                    EXHIBIT E
                            LANDLORD'S WAIVER LETTER

         This  Waiver  and  Consent  is made on this day of , 20 by and  between
<insert  correct  legal name of  existing  landlord>  ("Landlord")  and  <insert
correct legal name of existing tenant> ("Tenant").

     W I T N E S S E T H :

     WHEREAS,  Landlord <or, if present landlord was not the original  landlord,
state "Landlord's predecessor" and name of such predecessor> and Tenant, <or, if
present tenant was not the original  tenant,  state "Tenant's  predecessor"  and
name of such predecessor> entered into that certain Lease dated , 20 <insert the
titles and dates of all  Amendments,  i.e. "as amended by First  Amendment dated
June 10, 1999> (hereinafter  collectively  referred to as the "Lease"),  for the
premises located in the City of ,  --------------  County of State of , commonly
known as <insert common description of ---------------- ------------------------
Premises  e.g.  Suite  222,  Miller  Office  Building,   222  Miller  Way>  (the
"Premises"); and

         WHEREAS,  Tenant has received a loan from <insert correct legal name of
lending entity>  ("Lender") and a condition of said loan is that Lender receives
a first  security  interest  in  Tenant's  personal  property,  some of which is
located at the Premises.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,  Landlord does hereby consent to Tenant's granting
of a security  interest  in its  personal  property  to Lender  and does  hereby
subordinate  its security  rights in such personal  property  under the Lease to
Lender's liens, subject to the following terms and conditions:

1.       Landlord's  consent and  subordination is effective only as to Tenant's
         loan from  Lender and shall not waive any rights  Landlord  may have to
         consent to such other  security  interests as Tenant may elect to grant
         in the future. Tenant will continue to remain liable for the continuing
         performance  of its  lease  obligation  and in  particular  obligations
         concerning removal of Tenant's personal property.

2.       Lender shall have the right to remove the Tenant's personal property or
         trade fixtures to which it has rights,  and Landlord  waives any rights
         it may have to  prevent  such  removal,  from the  Premises  before the
         expiration  of the  lease  term or,  if the  lease  term is  terminated
         earlier  due  to  Tenant's  default  within  fifteen  (15)  days  after
         termination  of the term.  If the  property is not removed  within such
         period,  then Tenant and Lender waive any rights either may have had to
         the property and Landlord may remove property from the Premises.

3.       Neither  Tenant nor Lender may  conduct  any public or  liquidation
         sale at the  Premises  without  prior written approval of Landlord.

4.       Should Tenant default under its agreement with Lender and should Lender
         desire to exercise its right to any security  interest,  Lender will so
         advise  Landlord and will use  reasonable  care in affecting the prompt
         removal of personal  property from the Premises and will be responsible
         to repair any and all damage occasioned by such removal.

5.       Any default by Tenant under its agreement  with Lender which results in
         a removal of Tenant's  property from the Premises or otherwise  impairs
         Tenant's ability to fulfill its Lease  obligations  shall constitute an
         Event of Default under the Lease.

         IN WITNESS WHEREOF, Landlord has executed this Waiver and Consent as of
the day and date first written above.

LANDLORD:


By:
Its
Date:
AGREED AND ACCEPTED
TENANT:                                                      LENDER:

By:                                                          By:
    -------------------------------------------------
its                                                          its
    -------------------------------------------------
Date:                                                        Date:
      -----------------------------------------------



<PAGE>



472284_8.DOC                                             D-1
                                    EXHIBIT F
                                ACCEPTANCE LETTER

HP Woodland Falls I, LLC.
c/o Hamilton Partners
1130 Lake Cook Road
Buffalo Grove, IL  60089

         Re:      Acceptance of Premises

Dear Landlord:

         This letter will acknowledge that the undersigned, as tenant under that
certain Lease dated , 2000 (the "Lease"),  has accepted the Premises (as defined
in the Lease) as of , 2001,  subject to the  limitations set forth in the Lease.
The undersigned further  acknowledges that the Commencement Date of the Lease is
, and the  Termination  Date is . Please  sign and return a copy of this  letter
signifying your acceptance of these dates.

                                                     CDW Computer Centers, Inc.



                                               By:
                                                  ------------------------------



Acknowledged and Agreed:

HP Woodland Falls I, LLC.



By:
     -------------------------------



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page


                                       -i-

I.       Basic Terms..........................................................1

II.      Premises and Term....................................................3

III.     Base Rent............................................................4

IV.      Taxes................................................................4

V.       Operating Costs......................................................5

VI.      Electric Service.....................................................8

VII.     Alterations and Repairs..............................................8

VIII.    Services............................................................10

IX.      Use of Premises.....................................................11

X.       Inspections.........................................................12

XI.      Assignment and Subletting...........................................13

XII.     Fire and Casualty Damage............................................15

XIII.    Liability...........................................................16

XIV.     Condemnation........................................................18

XV.      Holding Over........................................................19

XVI.     Quiet Enjoyment.....................................................19

XVII.    Events of Default...................................................19

XVIII.   Remedies............................................................20

XIX.     Tenant's Bankruptcy Or Insolvency...................................23

XX.      Mortgages...........................................................24

XXI.     Mechanic's and Other Liens..........................................24

XXII.    Notices.............................................................25

XXIII.   Tenant's Signage Rights.............................................25

XXIV.    Certain Rights Reserved To The Landlord.............................26

XXV.     Miscellaneous.......................................................26

XXVI.    Landlord's Exculpation..............................................29



<PAGE>



HP HAMILTON OFF:252118-1                                  1

HP HAMILTON OFF:252118-1                                  1




</TEXT>
</DOCUMENT>
