EQUIPPED OFFICE SPACE LEASE AGREEMENT
 
 
 between
 
 
 XYZ, LTD. PARTNERSHIP,
 an ..... limited partnership,
 
  LANDLORD
 
 
 
 and
 
 
 
 YYY EXCHANGE, Inc
 a _________________________,
 
 
 TENANT
 
 
 
  Lease Dated: _____ April .....
<PAGE>
 PAGE 1
 
 LEASE AGREEMENT
 (OFFICE SPACE)
 
 
1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS
1.01 Basic Lease Provisions
 
 A. BUILDING AND ADDRESS:
 ……………………, ....., ..... .....
 
 B. LANDLORD AND ADDRESS:
 XYZ, LTD. PARTNERSHIP,
 an ..... limited partnership
 
  Office of the Building:
 ………………………………
 ……………….
 ....., ..... .....
 (……) ……………………
 
 C. TENANT AND CURRENT ADDRESS:
 YYY EXCHANGE, _________.
 a ______________________
 111 West Jackson Boulevard
 13th Floor
 ....., ..... .....
 (312) ___-____
 
 D. LEASE TERM: 1 May ..... THROUGH AND INCLUDING
 31 January .....
 

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STUDIO

MISURACA& Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

Il documento manca di molte parti, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

20123 MILANO (MI), Italia

Via Monti, 8

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00198 ROMA (RM), Italia

Via Savoia, 78

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Via Urbana 5/3

tel.:    +(39) 051 64 40 543

fax.:   +(39) 051 09 52 565

2°fax: +(39) 051 33 70 177

e-mail: misuraca@smaf-legal.com

 
 
 
 OPTION TERM: none
 
 E. KEY DATES:
 1. Date of Lease: _____ April .....
 
 2. Possession Date: 1 May .....
 
 3. Lease Commencement: 1 May .....
 
  4. Rent Commencement: 1 May .....
 
 5. Lease Expiration: 31 January .....
<PAGE>
 PAGE 2
 
 6. Option Period Commencement: none
 
 7.  Option Period Termination: none
 
 F. BASE RENT
 
 1. Annual Base Rent (Commencement): $………..
 Monthly Installment: $ ……………..
 
 2. Annual Base Rent Escalation: as scheduled infra
 
  3. Base Rent Schedule:
 
 
 
 MONTHLY ANNUAL
 LEASE YEAR CALENDAR PERIOD BASE RENT BASE RENT
 ---------- ----------------------- ----------- ----------
 
 1* 01-May-00 to 31-Jan-01 
 2 01-Feb-01 to 31-Jan-02 
 3 01-Feb-02 to 31-Jan-03 
 4 01-Feb-03 to 31-Jan-04 
 
 *: The first lease year is for a partial calendar period of nine
 (9) full months; the Annual Base Rent is expressed in annualized
 term.
 
 G. ADDITIONAL RENT:
 
 Allocable proportionate share above Base Year.
 
 1. Base Year: .....
 
 2. Tenant's Proportionate Share: ………%
 
 H. DESCRIPTION OF LEASED PREMISES
 
 Approximately ………… rentable square feet of space located on the 13th
 floor of the Building, as depicted on Exhibit "A" attached hereto and
 made a part hereof.
 
 I. SECURITY DEPOSIT: $…………………..
 
 J. PERMITTED USE OF PREMISES: …………………..
 
 K. BROKER: …………………
 ……………………
 Suite ………
  ....., ..... .....
 
 L. SPECIAL PROVISIONS: None
<PAGE>
 PAGE 3
 
 1.02 Enumeration of Exhibits
 
 The Exhibits set forth below and attached to this Lease are
 incorporated in this Lease by this reference:
 
 EXHIBIT A. Plan of Leased Premises
 EXHIBIT A-1. Legal Description of Building
 
 ------------------------------------------
<PAGE>
  PAGE 4
2. LEASED PREMISES, TERM AND FAILURE TO GIVE POSSESSION
 
2.01 Lease of Premises
 
 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the premises (the "Leased Premises") shown on Exhibit A which are or will be
contained in the office building (the "Building") located at 111 West Jackson
Boulevard, ....., Cook County, ....., for the term and upon the conditions
provided in this Lease.
 
2.02  Term
 
 The term of this Lease ("Term") shall commence on the date
("Commencement Date") specified in 1.01.E.3. The term shall expire on the date
("Expiration Date") specified in 1.01.E.5, unless sooner terminated as
otherwise provided elsewhere in this Lease.
 
2.03 Failure to Give Possession
 
 If Landlord shall be unable to give possession of the Leased Premises on
the date specified in Section 1.01.E.2 ("Possession Date") by reason of any of
the following: (i) Landlord has not completed its preparation of the Leased
Premises, (ii) Landlord is unable to give possession of the Leased Premises by
reason of the holding over or retention of possession of any tenant, tenants or
occupants, or (iii) for any other reason, Landlord shall not be subject to any
liability for the failure to give possession on said date. Under such
circumstances the Monthly Base Rent reserved and covenanted to be paid herein
shall not commence until three days after the Leased Premises are available for
occupancy by Tenant (which date shall then be the Lease Commencement Date and
Rent Commencement Date, amending the dates specified in subsections 1.01.E.3
through 7 to provide full term; in such instance, the Parties shall execute an
addendum ("Commencement Date Addendum," setting forth said Lease Commencement
Date and Rent Commencement Date), and no such failure to give possession on the
specified Possession Date shall affect the validity of this Lease or the
obligations of Tenant hereunder. In the event that the afore-described delays
occurs, Landlord and Tenant shall memorialize the amended operative dates in an
addendum hereto, nor shall the same be construed to extend the term of this
Lease. If the Leased Premises are ready for occupancy prior to the Possession
Date and Tenant occupies the Leased Premises prior to said date, Tenant shall
pay Monthly Base Rent for the period of occupancy prior to the date specified in
1.01.E.4 ("Rent Commencement Date") on a proportionate per diem basis. The
Leased Premises shall not be deemed to be unready for Tenant's occupancy or
incomplete if only minor insubstantial details of construction, decoration or
mechanical adjustments remain to be done in the Leased Premises or any part
thereof, or if the delay in the availability of the Leased Premises for
occupancy shall be due to special work, changes, alterations or additions
required or made by Tenant in the layout or finish of the Leased Premises or any
part thereof or shall be caused in whole or in part by Tenant through the delay
of Tenant in submitting plans, supplying information, approving plans,
specifications or estimates, giving authorizations or otherwise or shall be
caused in whole or in part by delay and/or default on the part of Tenant and/or
its subtenant or subtenants. In the event of any dispute as to whether the
Leased Premises are ready for Tenant's occupancy, the decision of Landlord's
architect shall be final and binding on the Parties.
 
 
3. RENT
 
3.01 General
 
 (A) Payment Schedule
<PAGE>
  PAGE 5
 
 (1) Monthly Installment of Annual Base Rent
 Tenant shall pay to Landlord as Annual Base Rent for the
 Leased Premises from and after the date specified in Section
 1.01.E.4 (the "Rent Commencement Date") the sum set forth in
 Section 1.01.F, payable in Monthly Installments of Base Rent as
 set forth herein, and Additional Rent, as set forth herein, on the
 first day of every calendar month, in advance. The provision by
 Landlord of monthly statements is a courtesy and shall not create
 any liability upon Landlord therefor, or condition Tenant's
 obligation to remit Monthly Rent upon receipt thereof.
 
 (2) Additional Rent (Tenant's Proportionate Share of Taxes,
 Insurance, and Operating Expenses)
 Tenant shall further pay Additional Rent (which is
 comprised of Taxes, Insurance, and Operating Expenses, defined
 under subsection 3.02(A)), on an annual basis, unless Landlord
 provides written notice to Tenant that, pursuant to subsection
 3.02(B), monthly installments therefor shall be due. In the
 absence of such notice, annual payments shall be due within thirty
 (30) days of Tenant's receipt of written invoice therefor.
 
 (3) Additional Rent (Remaining Charges)
 Tenant shall pay all other Additional Rent (which is
 comprised of all other charges, costs and sums required under the
 Lease (e.g. Additional and After-Hours Services) within ten (10)
 days of receipt of written invoice therefor.
 
 In the event that the Rent Commencement Date shall occur on a day other
 than the first day of the month, the payment of all Rent due for such
 partial month shall be adjusted for the proportionate fraction of the
 whole month and shall be due and payable on the Commencement Date. All
 subsequent Rent payments shall be made and become due and payable, in
 advance, on the first day of each calendar month during the term hereof.
 Rent shall in same manner be prorated in the event that the date of
 termination of the Lease, after either the original term or option
 period, shall fall on other than the last day of the month.
 
 (B) In the event of Tenant's failure to remit monies specified in this
 section on the date due, certain late payment fees and interest charges,
 as specified in subsection 25.01, may apply, in addition to all of
  Landlord's other rights and remedies provided under this Lease and by
 law.
 
3.02 Additional Rent
 
 All other charges, costs and sums required to be paid by Tenant to
Landlord under this Lease shall be deemed Additional Rent, and together with
Monthly Installments of Annual Base Rent, shall hereinafter be collectively
called "Rent." Tenant's covenant to pay Rent shall be independent of every
other covenant in this Lease.
 
 (A) Tenant's Obligation.
 In addition to Annual Base Rent, Tenant shall reimburse to
 Landlord as Additional Rent, Tenant's Proportionate Share, as set forth
 in Section 1.01.G.2 hereof, of Taxes, Operating Expenses, and Insurance,
 each as hereinafter defined, in excess of Landlord's
 
<PAGE>
 
 PAGE 6
 
actual expenses for Taxes, Operating Expenses and Insurance paid in the Base
Year.
 
 (1) TAXES.
 (a) For purposes hereof, "Taxes' shall mean all real estate taxes,
 rates, levies, charges and assessments, general and special, ordinary
 and extraordinary, of every kind and nature whatsoever, whether now
 known to law or hereafter created, which may be taxed, charged,
 assessed or levied or imposed during the term of this Lease, or any
 renewal or extensions hereof, upon the Building. Any reasonable cost
 incurred by Landlord in an effort to minimize, reduce, protest,
  negotiate or otherwise adjust any real estate tax bill, tax assessment
 or assessed valuation, including the cost of appraisals, witness fees
 and attorneys' fees related thereto, shall be included in the
 definition of Taxes. With regard to betterments and special
 assessments attributable to and levied or assessed against the
 Building Landlord and Tenant agree that they shall be paid for over
 the maximum period allowed by laws and "Taxes" shall include only of
 those installments which fall due during the term of this Lease. In
 the event that Landlord secures a refund or reduction in Taxes for a
 particular year for which Tenant has paid its share of Taxes
 hereunder, Tenant shall be given a credit against Rent for its
 proportionate share of such refund or reduction, less the reasonable
 costs identified supra. In the event that the term hereunder shall
 have ended, Landlord will remit such monies to Tenant in the manner
 provided in 3.01(B).
 
 (b) Anything contained in this Lease to the contrary
 notwithstanding, Tenant shall not be obligated to pay any capital,
 stock, franchise, income, estate, gift, inheritance, excise or other
 similar taxes or impositions which may be levied against Landlord or
 its successors in title. If however, at any time during the term
 hereof, the methods of taxation prevailing at the Commencement Date
 shall be altered so that, by virtue of new legislation which either
 specifically provides or demonstrates by its legislative history that
 the taxes or fees therein levied, assessed or imposed are in lieu of
 or a substitute for the whole or any part of the Taxes then levied,
 assessed or imposed on the Building, real estate and the improvements
 thereon, and through such legislation, there shall be levied, assessed
 and imposed(a) a tax, wholly or partially as a capital levy or
 otherwise, on the rents received under this Lease or (b) a tax or
 license fee measured by the rent payable to Landlord hereunder, then
 to the extent that Landlord shall be required to pay such tax which is
 attributable to the Leased Premises, Tenant shall pay and discharge
 same, (or pay same to Landlord, if collected from Landlord) on the
 later of thirty (30) days after being notified of such tax or prior to
 delinquency, which ever is later.
 
 (2) INSURANCE.
 For purposes hereof, "Insurance" shall mean such insurance that
 Landlord if required by this Lease to carry with respect to the Building,
 including but not limited
<PAGE>
 
 PAGE 7
 
 to, indemnifications, Landlord's fire and extended coverage and all
 endorsements thereon, liability insurance incurred in connection with the
 Common Areas, rent interruption, and plate glass insurance policies as such
 relate to the all or any portion of the Building, underlying Land (as
 described in Exhibit A-1), and Landlord's operations. The cost of Insurance
 which is apportionable to Tenant shall relate to insurance which a prudent
 owner would maintain, in type, amount, and deductible.
 
 (3) OPERATING EXPENSES.
 For purposes hereof, "Operating Expenses" shall mean all reasonable costs,
 expenses, and disbursements of every kind and nature which Landlord shall
 pay or become obligated to pay in connection with the management,
 operation, maintenance, alteration, replacement and repair of the Building,
 its underlying Land, and of the personal property and fixtures thereof; the
 items of Operating Expenses shall be comparable to market rates at the time
 at which such were incurred by Landlord.
 
 (a) Such Operating Expenses shall include, but are not limited to,
 expenditures or obligations relating to:
 
 (i) gross salaries and wages, benefits, payroll taxes, social
 security, insurance, and other payments made with respect to
 employees of Landlord and independent contractors engaged in the
 maintenance and/or operation of the Building, except as
 hereinafter provided;
 (ii) maintenance and repair of Building facia, curtain wall,
 elevators, machinery, equipment, control systems, sprinklers and
 fire control systems, plumbing systems, heating systems,
 ventilating and cooling systems, general systems, and apparatus
 located in or used in connection with such functions for the
 Building, the foregoing shall not include costs attendant to
 replacement of complete systems, elevators, Building facia, or
 curtain wall;
 (iii) reasonable administrative costs of Landlord for
 bookkeeping, telephone, and other ordinary office expenses
 incurred in operating the Office of the Building, except as
  hereinafter provided;
 (iv) janitorial, security, gardening, and utility expenses,
 except as hereinafter provided;
 (v) cost of charges for gas, electricity, air conditioning,
 water, sewer, other utilities, refuse and rubbish removal,
 exterminator services;
 (vi) legal, accounting, and related professional expenses,
 except as hereinafter provided;
 (vii) current amortization expenses of capital improvements
 reasonably necessary to reduce the costs of the operation and
 maintenance of the Building. As a limitation to the foregoing
 sentence, the maximum amount of items which may be
 
<PAGE>
 
 PAGE 8
 
 
 
 included in Operating Expenses shall be the lesser of (x) the
 reasonable amortization, in the manner Landlord has calculated such
 amortization in the past, of the capital expense incurred to reduce
 said costs of operation and maintenance and (y) the actual savings
 caused by such capital expenditure. The current amortization program
 concerning certain elevator renovations in the Building may be
 included in Operating Expenses in accordance with generally accepted
 accounting principals;
 
 (viii) any taxes or government surcharges imposed on items allowed
 under this subsection 3.02(A)(3)(a); and
 
 (ix) any management fees, which shall be market competitive.
 
 (b) Exclusions. Notwithstanding anything to the contrary herein,
 Operating Expenses shall not include the following:
 
 (i) cost of improvement of the Leased Premises and the premises of
 other tenants of the Building;
 
 (ii) interest and principal payments on mortgages and other debt
 expenses, ground rental payments. With regard to the sale or other
 transfer of the Building, any and all governmental transfer taxes,
 charges, and levies, financing costs, and income taxes, including but
 not limited to tax on capital gains;
 
 (iii) real estate brokerage and leasing commissions or other
 compensation, advertising expenses or any other expenses incurred in
 leasing or selling the Building or any portion of the Building,
 including attorneys' fees;
 
  (iv) expenses incurred in enforcing obligations of other tenants of
 the Building, including but not limited to Attorneys' fees;
 
 (v) cost, including without limitation, any damages, awards, fines
 or penalties incurred by reason of violation of Landlord or any tenant
 of the Building, of any lease, contractual obligation or applicable
 law or regulation;
 
 (vi) salaries and other compensation of executive officers or
 managers senior to the individual building manager;
 
 (vii) any expenditures to the extent for which Landlord has been
 paid or reimbursed (other than pursuant to rent adjustment and
 escalation provision provided in leases which do not attribute such
 adjustments and escalations to such expenditures and other than
 pursuant to other provisions in other leases requiring payment of a
 portion of such costs by other tenants);
 
 (viii) the cost of relocating other tenants of the Building;
 
 (ix) expenses incurred solely in connection with the organization
 or internal operation of any partnership or corporations which may be
 the Landlord or beneficiary of the Landlord;
 
  (x) capital improvement to the Building or adjacent areas, costs
 of maintenance programs for, or removal of hazardous materials,
 
<PAGE>
 PAGE 9
 
 including without limitation, asbestos and asbestos containing
 materials; costs or repairs or restoration of any portion of the
 Building damaged by fire or other casualty;
 (xi) costs of repairs, alterations, or replacements made as a result
 of the exercise of any right of eminent domain; specific costs
 attributable solely to other tenant space in the Building, or for
 services provided to retail tenants but not office tenants; charitable
 or political contributions;
 (xii) any cost or expense applicable to or incurred in connection
 with operation of a parking garage facility in or associated with the
 Building; costs (other than costs to maintain) of paintings,
  sculptures and other artwork within the Building; any compensation
 paid to any person or entity controlled directly or indirectly by
 Landlord or any principal of Landlord but only to the extent such
 compensation exceeds that which would have been paid had such
 services, supplies or material been provided on a competitive basis;
 (xiii) costs incurred by Landlord for correcting any construction
 design or construction defects to any Building structural elements,
 common Building systems, and exterior walls and glass, except that
 conditions resulting from ordinary wear and tear with respect to the
 foregoing shall not be deemed defects and provided that normal costs
 of maintenance shall not be excluded, to the extent that such items
 are characterized as "non-capital" under generally accepted accounting
 principles; costs of janitorial services or utilities, except with
 regard solely to Common Areas; costs made necessary by non-compliance
 with governing codes, by-laws, regulations, laws and ordinances, in
 the event that the Landlord has purposefully caused such
 non-compliance and in all other circumstances when the item is
 determined under generally accepted accounting principles to be
 capital in nature;
 (xiv) Taxes and Insurance (addressed above). If any Operating
 Expense or Insurance Expense passthrough paid in one year, relates to
 more than one calendar year or to a different calendar year, such
 expense shall be proportionately allocated among such calendar years,
 or to such different calendar year, as may be appropriate, except that
 notwithstanding anything to the contrary herein, Taxes shall be
 allocated to the calendar year in which payment is due, without regard
 to whether Taxes are paid in arrears.
 
(4) Partial Occupancy
 For purposes of determining adjustments to Operating Expenses for any
Adjustment Year if the Building is not fully rented during all or a portion of
any year subsequent to the Base Year, the Landlord may elect to make an
appropriate adjustment of portions of the Operating Expenses for such year
employing sound accounting and management principles, to determine the amount of
the Operating Expenses that would have been paid or incurred by the Landlord
had the Building
 
 
<PAGE>
  PAGE 10
 
 
 
 
 been fully occupied and which vary with such occupancy (i.e. cleaning and
 management fees), and the amount so determined shall be deemed to have been
 the amount of Operating Expenses for such year. The Base Year shall be
 adjusted to comport with full occupancy in the same manner as provided
 supra. Landlord agrees to adjust Operating Expenses based on partial
 occupancy in a consistent manner from year to year. In no event shall
 Landlord collect more than its actual expenditure for Operating Expenses by
 means of this Sub-section 3.01(A)(3).
 
 (a) "Adjustment Year" means the Calendar Year or any portion thereof
 after the Commencement Date of this Lease for which a Rent Adjustment
 computation is being made.
 
(B) Method of Payment of Additional Rent.
 Taxes, Insurance and Operating Expenses are herein collectively referred to
as "Additional Rent Items." On the first day of each month from and after the
Rent Commencement Date, Tenant shall pay to Landlord, together with Tenant's
Monthly Installment of Annual Base Rent, a sum equal to one-twelfth (1/12) of
Landlord's reasonable estimate of Tenant's anticipated Proportionate Share for
that calendar year, as described in subsection 3.02(A), supra. Such monthly
payments shall be applied toward Tenant's Proportionate Share of the actual
Additional Rent Items for the current calendar year, when determined, over the
Base Year.
 
 Within thirty (30) days after the end of each calendar year Landlord shall
notify Tenant in writing of its actual expenses for the Additional Rent Items
for such calendar year and Tenant's Proportionate Share with a statement in
reasonable detail showing such annual expenses and the amount chargeable to
Tenant, subtracting therefrom the monthly payments made by Tenant for the
calendar year. In the event that Tenant shall have paid to Landlord as
Additional Rent an amount greater than Tenant's Proportionate Share of
Additional Rent Items, Landlord shall credit such excess to Tenant's account for
purposes of Additional Rent for the succeeding calendar year. In the event that
Tenant shall have paid less than Tenant's Proportionate Share of Additional Rent
Items, Tenant shall remit to Landlord such deficiency within thirty (30) days
after receipt of Landlord's invoice and statement therefor. In the event that
Tenant has paid an amount in excess of that due as of the end of the Lease term,
Landlord shall refund such excess to Tenant within thirty (30) days after the
later of (1) the final calculation of actual Operating Expenses for the
applicable year, which will be provided on or about 1 April of the following
year or (2) Tenant fully vacating the Leased Premises. If Annual Base Rent is
abated or apportioned for any reason, the amounts due pursuant to this Section
shall similarly abate or be apportioned. For the calendar years which include
the Rent Commencement Date and the end of the term, Tenant's Proportionate Share
of Additional Rent Items, if any, and its monthly payments therefor, shall be
prorated based upon the number of days after the Rent Commencement Date during
the term within such calendar month, or days prior to the end of the terms
within such month.
 
(C) Audit Provisions.
 Tenant reserves the right, upon reasonable notice to Landlord, to make an
audit of all of Landlord's bills and records relating to the Base Year and
Tenant's Proportionate Share of Additional Rent Items and any other charge or
item Tenant is liable for under this Lease. If
<PAGE>
 PAGE 11
 
 
 such audit discloses a discrepancy between the amounts actually payable by
 Tenant and the amounts that Tenant has been charged or billed, Tenant
 shall be allowed to deduct the overpayment from the next succeeding
 minimum Rent payments. In the event that the term has expired, Landlord
 shall refund such to Tenant within thirty (30) days after the later of (1)
 the final calculation of actual Operating Expenses for the applicable
 year, which will be provided on or about 1 April of the following year, or
  as soon as practicable after the close of the previous year, or (2) Tenant
 fully vacating the Leased Premises. If such audit discloses a discrepancy
 in excess of five percent (5%), Landlord shall be obligated to pay all
 reasonable cost actually incurred by Tenant with respect to the audit, the
 cost of which is not to exceed that sum found discrepant by Tenant of its
 proportion.
 
 (D) Billing Procedure.
 All billing statements concerning Additional Rent Items shall be
 sent to Tenant at its address indicated in Section 1.01.C.; the Parties
 acknowledge that Landlord is not obligated to provide statements for Base
 Rent.
 
 
4. SECURITY DEPOSIT
 
4.01 General
 
 As security for the performance of its obligations under this Lease and
the Workletter, Tenant upon its execution of this Lease shall pay to Landlord a
security deposit ("Security Deposit") in the amount specified in Section
1.01.I. The Security Deposit may be applied by Landlord to cure any default of
Tenant under this Lease, and upon notice by Landlord of such application,
Tenant shall replenish the Security Deposit in full by promptly paying to
Landlord the amount so applied. The Security Deposit may be commingled with
Landlord's other funds and Landlord shall not pay any interest on the Security
Deposit. In the event that the Security Deposit has not been paid by the Tenant
to the Landlord as of the Commencement Date of this Lease, Tenant shall be
prohibited from taking occupancy and or use of the Leased premises; there shall
be no other agreements or promises to the contrary binding upon Landlord unless
such are in writing and executed by the parties hereto. However, the Lease will
remain in effect and all obligations for any Rent obligations will continue.
Within 45 days after the Expiration Date, provided Tenant has vacated the
Leased Premises, Landlord shall return to Tenant the Security Deposit, less any
monetary damages caused by Tenant's default, expenses incurred due to damage to
the Leased Premises or the Building, and such other deductions as may be
provided under this Lease. The Security Deposit shall not be deemed an advance
payment of Rent or measure of damages for any default by Tenant under this
Lease, nor shall it be a bar or defense of any action which Landlord may at any
time commence against Tenant.
 
4.02 Tendering of Security Deposit and First Month's Rent, and Certain
 Information
 
 Notwithstanding any provision in this Lease to the contrary, Landlord
shall not be obligated under any covenant or agreement under the Lease until
such time that Tenant has tendered the Security Deposit and the first payment of
monthly Base Rent. Tenant must tender such within seven (7) calendar days after
the execution of the Lease. In the event that Tenant fails to so tender payment,
without notice required of Landlord to Tenant, such failure shall be an Event of
Default under Section 12.01 and Tenant shall be prohibited from taking occupancy
or commencing use of the Leased Premises. However, the Lease will remain in
effect and all Rent obligations will continue.
 
 
<PAGE>
 PAGE 12
 
 
5. SERVICES
 
5.01 Landlord's General Services
 
 Landlord, as long as Tenant is not in default under any of the covenants
of this Lease, shall provide the following services:
 
 (A) Heating and air-conditioning in the Leased Premises, Monday through
 Friday from 8:00 a.m. to 6:00 p.m. and Saturdays from 8:00 a.m. to 1:00
 p.m., excluding National Holidays, as defined infra, to the extent
 necessary for the comfortable occupancy of the Leased Premises (subject
 to all applicable voluntary and mandatory regulations and laws) under
 normal business operations.
 
 (B) Hot and cold water for use in lavatories Landlord installs for use
 in common with other tenants (hot water is furnished Monday through
 Friday from 8:00 a.m. to 6:00 p.m. and Saturdays from 8:00 a.m. to 1:00
 p.m., excluding National Holidays). If Tenant desires water for human
 consumption in the Leased Premises, cold water only shall be supplied
 from the City of ..... mains drawn through a line, meter and fixtures
 installed by Tenant, at Tenant's expense, with Landlord's consent. In the
 event that Tenant desires water for use within a condenser loop, subject
 to Landlord's determination of availability and capacity, or purposes
 other than human consumption, such shall be separately metered, such
 installation and usage at Tenant's expense. Tenant shall pay Landlord as
 Additional Rent, at reasonable rates fixed by Landlord, charges for all
 water furnished to the Leased Premises.
 
 (C) Customary cleaning and janitorial services in the Leased Premises,
 in a manner consistent with buildings of similar quality located in the
 central business district of ..... ("Loop" area), Monday through
 Friday, excluding National Holidays. Tenant shall contract with
 Landlord's contractor for any above-standard national holidays.
 
 (D) Washing of windows in the Leased Premises, inside and outside on a
 quarterly basis.
 
 (E) Automatic passenger elevator service in common with other tenants of
 the Building and freight elevator service subject to scheduling by
 Landlord.
 
 The term National Holidays as used in this Section 5.01 shall include New
Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day, and such other holidays recognized by the Landlord and unions
servicing the Building in accordance with their respective contracts. Tenant
shall have access to the Leased Premises on a twenty-four hour basis, 365 days
per year, subject to the provisions under this Lease regarding causes
diminishing or precluding access beyond Landlord's reasonable control, due to
fault of Tenant or its agents, or in the event of any Tenant default hereunder.
 
5.02 Electrical Services
 
 Electricity for the Leased Premises shall not be furnished by Landlord,
but shall be furnished by the approved electric utility company servicing the
area. Landlord shall permit the Tenant to receive such service direct from such
public utility company at Tenant's cost, and shall permit
 
 
 
 
<PAGE>
  PAGE 13
 
 
Landlord's wire and conduits, to the extent available, suitable and safety
capable, to be used for such purposes. Tenant shall make all necessary
arrangements with the local utility company for metering and paying for electric
current furnished by it to Tenant and Tenant shall pay for all charges for
electric current consumed on the Leased Premises during the Term of this Lease.
Tenant shall make no alterations or additions to the electric equipment and/or
appliances without the prior written consent of the Landlord in each instance.
Tenant also agrees to purchase from the Landlord all lamps, bulbs, ballast and
starters used in the Leased Premises after the installation thereof at
Landlord's then current prices, which shall be comparable to market prices.
Tenant covenants and agrees that at all times its use of electric current shall
never exceed the capacity of the feeders to the Building or the risers or wiring
installation.
 
5.03 Communication and Data Services