herein specified. Landlord shall have the right, after the date of this Lease

 

              LEASE AND AGREEMENT, dated as of April 15, 1993, between Allen
Office Investment Limited Partnership, a Texas limited partnership (herein, as
further defined in Section 32(c), called "Landlord"), having an address at 711
High Street, Des Moines, Iowa 50392, Attention: Commercial Real Estate Loan
Administration, Reference No. D-399815, and TRW Inc., an Ohio corporation
(herein, called "Tenant"), having an address at 500 City Parkway West, Orange,
California 92668, Attention: John L. Dettbarn.

          1.  Demise of Premises; Purchase Option.
              ----------------------------------- 

          (a) In consideration of the rents and covenants herein stipulated to
be paid and performed, Landlord hereby demises, and lets to Tenant, and Tenant
hereby lets from Landlord, for the terms herein described, the premises (herein
called the "Premises") consisting of (i) the land described in Exhibit A
                                                               ---------
attached hereto and made a part hereof (herein called the "Land Parcel"); (ii)
all buildings, structures and other improvements constructed and to be
constructed thereon (including all building equipment and fixtures, if any,
owned by Landlord, but excluding trade equipment and fixtures owned by Tenant)
(herein called the "Improvements"); (iii) all the personal property as described
in Exhibit A-1 attached hereto and made a part hereof; and (iv) all easements,
   -----------                                                                
rights and appurtenances relating thereto, all upon the terms and conditions
herein specified.  Landlord shall have the right, after the date of this Lease
and at any time, to sell, convey, encumber or transfer the Premises, subject to
the rights of Tenant under this Lease.

          (b) After the expiration of the Primary Term (as hereinafter defined
in Section 4), Tenant shall have the option, and Landlord hereby grants to
Tenant the option, to purchase the Premises at the then fair market value of the
Premises, which fair market value shall be determined prior to the end of the
Primary Term as provided in Attachment 3 attached hereto and made a part hereof.
                            ------------                                        

          2.  Title and Condition.  The Premises are demised and let in their
              -------------------                                            
present condition and without warranty or representation by Landlord, and
subject to (a) the rights of any parties in possession, (b) the state of the
title thereto existing at the time Landlord acquired title to the Premises and
as of the commencement of the Term (as hereinafter defined in Section 4) of this
Lease, (c) any state of facts which an accurate survey or physical inspection
thereof might show, (d) all private deed restrictions and protective covenants,
and all applicable laws, rules, regulations, ordinances and restrictions now in
effect or hereafter adopted by any governmental authority, including, without
limitation, all zoning regulations, restrictions, rules and ordinances, building
restrictions and other laws and regulations, (e) any violations of such
restrictions, covenants, laws, rules, regulations or ordinances which may exist
at the time of the commencement of the Term of this Lease, and (f) the condition
of any buildings, structures and other improvements located thereon, as of the
commencement of the Term of this Lease, including, without limitation,
construction currently in progress and commenced prior to the date of this
Lease, and any liens, inchoate or choate, unperfected or perfected, previously,
currently or in the future arising therefrom.  Tenant represents that it

has examined the title to and the condition of the Premises and has found the
same to be satisfactory to it.  Tenant acknowledges and confirms that Tenant is
fully familiar with the physical condition of the Premises and that Landlord
makes no representation or warranty, expressed or implied, with respect to same
or with respect to the location, use, description, design, merchantability,
fitness for use for particular purpose, condition or durability thereof, or as
to quality of the material or workmanship therein, or as to Landlord's title
thereto or ownership thereof, or otherwise; and all risks incidental to the
Premises shall be borne by Tenant to the extent of matters that arise during the
Term of this Lease.  Landlord leases and Tenant accepts the Premises as is, with
all faults and in the event of any defect or deficiency of any nature in the
Premises or any fixture or other item constituting a portion of Premises,
whether patent or latent, neither Landlord nor Permitted Beneficiary shall have
any responsibility or liability with respect thereto.  THE PROVISIONS OF THIS
SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM ANY AND ALL
WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY
FIXTURE OR OTHER ITEM CONSTITUTING A PORTION OF THE PREMISES, WHETHER ARISING
PURSUANT TO THE UNIFORM COMMERCIAL CODE OR OTHER LAW, NOW OR HEREAFTER IN
EFFECT, OR OTHERWISE.

          3.   Use of Premises.
               --------------- 

          (a)  Tenant and any permitted sublessee or assignee may use the
Premises for any lawful purpose, provided that, in Landlord's reasonable
judgment, such use (i) creates no detrimental environmental effects or increased
environmental risks to the Promises or to other property and does not result in
any increased risk of liability to Landlord, (ii) creates or requires no
modifications to the physical structure of any portion of the Premises except in
accordance with the provisions of Section 11 of this Lease, unless all such
modifications are approved in advance and in writing by Landlord and Permitted
Beneficiary as provided herein, (iii) creates no adverse tax consequences for
Landlord, (iv) will not lessen the fair market value of the Premises to an
amount which is below its fair market value immediately prior to the
commencement of such use, (v) does not change the primary character of the
Premises, and (vi) does not violate any other provisions of this Lease or any
term of any other agreement or restriction to which the Premises are subject, or
cause the Premises to be in violation of any laws, ordinances, rules,
regulations, covenants, or requirements applicable thereto.  The restrictions
set forth in (i) through (vi) inclusive in this subsection (a) are hereinafter
collectively referred to as the "Use Restrictions."  Tenant and any permitted
sublessee or assignee shall not create or suffer to exist any public or private
nuisance, hazardous or illegal condition or waste on or with respect to the
Premises.

          (b)  Tenant shall not conduct its business operation in the Premises
unless and until (and only during such time as) all necessary certificates of
occupancy, permits, licenses and

                                      -2-

consents from any and all appropriate governmental authorities have been
obtained by Tenant and are in full force and effect.

          4.   Terms.  Subject to the terms and conditions hereof, Tenant shall
               -----                                                           
have and hold the Premises for a primary term (herein called the "Primary Term")
commencing on April 15, 1993, and continuing through October 15, 2010.
Thereafter, Tenant shall have the right and option to extend this Lease for four
(4) consecutive terms of five (5) years each (herein collectively and
individually called an "Extended Term," and together with the Primary Term,
called the "Term") unless this Lease shall be sooner terminated pursuant to the
terms hereof. Each Extended Term shall commence on the day immediately
succeeding the expiration date of the Primary Term or the preceding Extended
Term.  This Lease shall not be extended for an Extended Term and Tenant shall be
deemed not to have exercised its option to extend, unless (a) Tenant has given
written notice to Landlord at least two (2) years prior to the end of the then
Term of this Lease of Tenant's intention to so extend this Lease, and (b) at the
time at which any such extension would otherwise take effect, no default or
Event of Default exists under this Lease.  If Tenant does not timely and
properly give such notice of Tenant's intention to so extend this Lease, Tenant
shall have no further option or obligation to extend this Lease.  Further, if
Tenant does not timely and properly notify Landlord of Tenant's intention to
extend this Lease, or if any default or any Event of Default exists and is
continuing at such time under this Lease, then Landlord shall have the right
during the remainder of the Term of this Lease to advertise the availability of
the Premises for sale or reletting and to erect upon the Premises signs
appropriate for the purpose of indicating such availability; provided, that such
signs do not unreasonably interfere with the use of the Premises by Tenant.

          5.   Rent and Termination Values.
               --------------------------- 

          (a)  Tenant covenants to pay directly to Permitted Beneficiary (as
hereinafter defined) as installments of rent to Landlord for the Premises during
the Term of this Lease, the amounts determined pursuant to Exhibit B hereto,
                                                           ---------        
subject to adjustment as provided in Section 5(c) below (herein called the
"Basic Rent") on the dates set forth in said Exhibit B (herein called the "Basic
                                             ---------                          
Rent Payment Dates") in arrears.  Basic Rent payments shall be allocated to
Tenant's use of the Premises during the Lease period in which the Basic Rent
Payment Date for such Basic Rent payment falls.  Tenant covenants to pay the
Basic Rent by wire transfer of immediately available funds to Permitted
Beneficiary at Norwest Bank Iowa, N. A., Seventh and Walnut Streets, Des Moines,
Iowa 50309, for credit to Principal Mutual Life Insurance Company, General
Account No. 014752 Re: D-399815 and/or to such other person or such other place
or account as Landlord and Permitted Beneficiary, if any, from time to time may
designate to Tenant in writing.

          (b)  Tenant covenants that all other amounts, liabilities and
obligations which Tenant assumes or agrees to pay or discharge pursuant to this
Lease, together with every fine, penalty, interest and cost which may be added
for nonpayment or late payment thereof, shall

                                      -3-

constitute additional rent hereunder (herein called "Additional Rent").  In the
event of any failure by Tenant to pay or discharge any of the foregoing,
Landlord shall have all rights, powers and remedies provided herein or by law in
the case of nonpayment of Basic Rent. Tenant also covenants to pay to Landlord
on demand an amount equal to four percent (4%) of the payment amount then due,
on all overdue installments of Basic Rent or Additional Rent not paid within any
applicable grace period.  In addition, Tenant further covenants to pay to
Landlord on demand, after the expiration of five (5) days after notice from
Landlord of payment by Landlord on behalf of Tenant of any of Tenant's
obligations under this Lease, interest on all such obligations paid by Landlord
and not reimbursed by Tenant, at the rate of the lesser of (i) fifteen percent
(15%) per annum, or (ii) the maximum rate not prohibited by applicable law,
which interest shall accrue from and after the fifth day after such notice from
Landlord, and shall continue to accrue until Landlord is repaid in full for such
payment made on behalf of Tenant.  Notwithstanding anything in this Lease to the
contrary, with respect to any portion of Additional Rent comprised solely of
late charges and/or default rate interest, any failure of Tenant to pay any such
amounts shall not constitute an Event of Default under this Lease until the
expiration of five (5) days after notice from Landlord that such amounts have
become due and payable, specifying the nature and amount of such late charges
and/or default rate interest.

          (c)  The calculation of Basic Rent and the calculation of the amount
to be paid to Landlord by Tenant in the event of certain occurrences as
expressly provided in this Lease wherein the term "Termination Value" is used
(the amounts set forth on Exhibit D attached hereto and made a part hereof, as
                          ---------
may be adjusted from time to time pursuant to the provisions of this subsection
being referred to in this Lease as the "Termination Value") initially payable
pursuant to this Lease have been based on the assumptions described on 
Exhibit C. The Basic Rent and the Termination Value have been calculated to 
- ---------      
provide Landlord with a certain after-tax rate of return, total after-tax return
per dollar of equity invested and present value of after-tax lease income [as
booked under FAS 13 (defined in Section 32), per dollar of equity invested]
(hereinafter collectively called "Lessor's Anticipated Economics"). Subject to
the provisions of (i), (ii), (iii), (iv) and (v) of this subsection 5(c) and the
provisions of subsection 5(d), if either Landlord or Tenant determines at any
time (within the notice period provided below in this Section 5(c)) that any of
such assumptions are inaccurate or are not as set forth on Exhibit C, whether
                                                           ---------         
due to being inaccurate when made or due to any changes in facts or
circumstances (an "Inaccurate Assumption"), then the Basic Rent and the
Termination Value shall be appropriately adjusted, as provided below, from and
effective as of the date that such Inaccurate Assumption first became
inaccurate, by such amounts as shall preserve Lessor's Anticipated Economics
(such adjustments being hereinafter called, respectively, the "Rent Adjustments"
and the "Termination Value Adjustments" and collectively "Rent/Termination Value
Adjustments"). Notwithstanding anything in this Section 5 to the contrary but
only in connection with the procedure for effecting Rent/Termination Value
Adjustments pursuant to this Section 5(c), (i) the amount of Basic Rent and the
Termination Value must be in amounts which, in all respects, continue to comply
with all relevant Code (as defined in Exhibit C hereto) provisions, and all
                                      ---------                            
regulations, published rulings, procedures and announcements

                                      -4-

pertaining thereto, (ii) Landlord shall be entitled to require that all
provisions of the Code, and regulations, published rulings, procedures and/or
announcements pertaining thereto shall be taken into account in making any
calculation of any Rent/Termination Value Adjustment, (iii) a Rent/Termination
Value Adjustment which results from a Federal Tax Law Change (as defined in
Exhibit C) and which would, absent this restriction, result in an increase in
the Basic Rent or Termination Value shall not be made if the result of such
adjustment would cause (in the opinion of tax counsel for Landlord) the failure
of the Lease to qualify as a true lease for federal income tax purposes unless
the Landlord in its sole discretion elects to waive this restriction, (iv) a
Rent/Termination Value Adjustment which results from a Federal Tax Law Change
and which would, absent this restriction, result in a decrease in the Basic Rent
or Termination Value shall not be made if the result of such adjustment would
cause (in the opinion of tax counsel for Landlord) the failure of the Lease to
qualify as a true lease for federal income tax purposes, and (v) the Basic Rent
shall in no event be adjusted to an amount which is less than the regularly
scheduled debt service payments due to any Permitted Beneficiary (the "Debt
Service Amounts"). The procedure for effecting Rent Adjustments and Termination
Value Adjustments shall be as provided below. Either party may submit any
proposed Rent/Termination Value Adjustment calculated in accordance with the
provisions of this Section 5(c), along with the basis for such Rent/Termination
Value Adjustment, to the other party, and if the other party does not object to
such proposed Rent/Termination Value Adjustment in writing within twenty (20)
days following such submission, setting forth in specific detail the basis for
its objection, the Basic Rent and Termination Value shall be deemed adjusted in
accordance with such proposed Rent/Termination Value Adjustment without the
necessity of any further action or documentation by any party; provided,
however, Tenant shall not be allowed to submit any proposed Rent/Termination
Value Adjustment unless it has first given Landlord written notice that it
intends to make such submission and Landlord fails to make a proposed
Rent/Termination Value Adjustment within thirty (30) days of such notice. If the
other party objects to the proposed Rent/Termination Value Adjustment in writing
and in detail within said twenty (20) day period, Landlord and Tenant shall use
their best efforts to reach agreement as to any such proposed Rent/Termination
Value Adjustment. If agreement is reached, the Basic Rent and Termination Values
shall be adjusted in accordance with such agreement when reduced to writing. If
Landlord and Tenant are unable to reach a written agreement within thirty (30)
days of the submitting party's receipt of the other party's written objection,
then Ernst & Young or such other nationally recognized accounting firm as agreed
upon by Landlord and Tenant (the "Third Party Accounting Firm") shall be engaged
to review the proposed Rent/Termination Value Adjustment and shall make a
determination as to the resolution of the proposed Rent/Termination Value
Adjustment so as to cause such Rent/Termination Value Adjustment to be properly
made in accordance with the provisions of this Lease. The determination of the
Third Party Accounting Firm made in accordance with the provisions of this
Section 5(c) shall be final, conclusive and binding upon Landlord and Tenant.
Tenant shall pay all fees, costs and expenses of Landlord and the Third Party
Accounting Firm in connection with the determination of any Rent/Termination
Value Adjustment. In the determination of any Rent/Termination Value Adjustment,
all assumptions set forth on Exhibit C shall continue to apply other than the
                             ---------
Inaccurate Assumption(s) resulting

                                      -5-

in any Rent/Termination Value Adjustment.  From and after such Rent/Termination
Value Adjustment, Exhibit C shall be deemed amended so as to substitute the
                  ---------                                                
appropriate revised assumption for the Inaccurate Assumption.  In all cases, any
Rent/Termination Value Adjustment shall serve to preserve (but not improve or
adversely affect) Lessor's Anticipated Economics.  Unless a notice shall have
been given pursuant to this Section 5(c) by December 31 of the seventh calendar
year following the last calendar year in which a Federal Tax Law Change may
occur, the Rent/Termination Values then in effect shall be conclusive and
binding upon the parties for all purposes hereunder.

          (d)  With respect to any Rent Adjustment effectuated pursuant to this
Section 5 which has the effect of decreasing the amount of Basic Rent, the
amount of any such decrease in Basic Rent shall be limited as may be necessary
so that in no event shall the resulting amount of Basic Rent payable be an
amount which is less than the Debt Service Amounts payable; provided, however,
that an amount equal to the difference between (i) the full amount by which the
Basic Rent would have been decreased each month by such Rent Adjustment but for
such limitation, and (ii) the limiting Debt Service Amount (such difference
being hereinafter referred to as the "Unrealized Basic Rent Reduction Amount")
shall be periodically calculated by Landlord and a record thereof retained for
all periods during which the Basic Rent would, but for said limitation to the
Debt Service Amount, be less than the Debt Service Amount.  Any Unrealized Basic
Rent Reduction Amounts which may be created from time to time during the Term of
this Lease, plus an amount equal to three percent (3%) per annum calculated on
such Unrealized Basic Rent Reduction Amounts from the date each is created, are
hereinafter collectively referred to as the "Total Accumulated Credit Amounts."
In the event that any Extended Term is properly effected in accordance with the
terms of this Lease, Landlord shall grant Tenant a rent concession in the form
of no Basic Rent being payable from the first day of any such Extended Term, for
the period of time during which the total Basic Rent which would otherwise be
payable during such portion of the Extended Term equals the Total Accumulated
Credit Amounts; provided, however, that during any such portion of an Extended
Term when Total Accumulated Credit Amounts are applied in lieu of Basic Rent,
Additional Rent and any other amounts payable by Tenant in accordance with the
terms of this Lease during such portion of the Extended Term shall continue to
be due and payable.  In the event that Tenant purchases the Premises from
Landlord in accordance with any of the provisions of this Lease other than
provisions regarding (a) any condemnation of all or any portion of the Premises,
and (b) any default by Tenant in any of its obligations under this Lease, then,
to the extent that Total Accumulated Credit Amounts exist, not previously
credited against future Basic Rent as contemplated by the immediately preceding
sentence, Landlord shall reduce the purchase price in connection with such
purchase by an amount equal to the Total Accumulated Credit Amounts.
Notwithstanding anything in this subsection 5(d) to the contrary, in no event
shall Landlord be obligated to make any payments to Tenant or, other than as
expressly provided in this subsection 5(d), grant Tenant any rights or
concessions in connection with any Total Accumulated Credit Amounts or any
portion thereof.

                                      -6-

          (e)  If any Rent Adjustment results in this Lease being characterized
as a "capital lease" for Tenant under FAS 13, as verified to Landlord and
Permitted Beneficiary in writing by Tenant's regularly retained independent
accounting firm, Tenant or Landlord may terminate this Lease within thirty (30)
days of such Rent Adjustment.  Any such termination of this Lease by Tenant
shall be effected only by Tenant paying to Landlord the applicable Termination
Value (as adjusted), the amount of the Lease Make-Whole Premium (as defined in
Section 32), the applicable Loan Make-Whole Premium (as defined in Section 32),
and all installments of Basic Rent, Additional Rent and all other sums then due
and payable hereunder to and including the date of termination, without offset
or deduction for any reason.  Tenant shall pay all charges, fees and expenses
incident to such termination by Tenant, including counsel fees and expenses, and
all applicable federal, state, and local taxes (other than any income or
franchise taxes levied upon or assessed against Landlord and those taxes assumed
in determining the Termination Value) which may be incurred or imposed by reason
of such termination.

          (f)  Subject to the provisions of subsection 5(d) above, the Basic
Rent payable by Tenant during any Extended Term of this Lease shall be an amount
equal to ninety-five percent (95%) of the then fair rental value of the Premises
(calculated without regard to the existence of this Lease) based upon rentals
for properties similar to the Premises in size, use and occupancy in the
Dallas/Fort Worth greater metropolitan area, determined at the beginning of each
such Extended Term by the procedure set forth on Attachment 3 to this Lease.
                                                 ------------               

          (g)  Any payment of a Termination Value made pursuant to this Lease
shall be made only on a date which is also a Basic Rent Payment Date.

          (h)  In the event that Landlord is entitled to any investment tax
credit due to or in connection with the acquisition of the Premises or the
construction of any improvements (whether Previous Construction, Renovations,
Permitted Alterations or other construction) performed on any portion of the
Premises, there shall be no Rent/Termination Value Adjustments caused thereby,
and Tenant shall not receive any advantage therefrom, whether in the form of
rent concessions, any other concessions with respect to any of Tenant's
obligations under this Lease, or otherwise; provided, however, that (A) if
Landlord is permitted and able to "pass through" to Tenant any such investment
tax credit without cost or expense of any kind to Landlord, Landlord shall do
so, so long as Landlord shall be satisfactorily indemnified by Tenant as to (1)
any recapture which may later result or be required, and (2) any other costs or
expenses which may be incurred by Landlord in connection with such transfer of
any such investment tax credit, and (B) to the extent that Landlord is unable to
"pass through" to Tenant any such investment tax credit as provided in (A) above
notwithstanding Tenant's satisfaction of the indemnification requirement set
forth above, Landlord shall, upon receipt from Tenant of a satisfactory
indemnification agreement indemnifying Landlord with respect to any recapture
which may later result or be required of Landlord because of such investment tax
credit, pay to Tenant an amount equal to any actual tax credit Landlord receives
and is able to apply, as a result of such investment tax credit, against tax
which would otherwise be payable,

                                      -7-

which payment to Tenant shall be made within thirty (30) days after Landlord
files the subject tax return with the Internal Revenue Service.

          6.   Net Lease; Non-Terminability.
               ---------------------------- 

          (a)  This is an absolutely net lease to Landlord.  It is the intent of
the parties hereto that the Basic Rent payable under this Lease shall be an
absolutely net return to the Landlord and that Tenant shall pay all costs and
expense relating to the Premises and the business carried on therein, unless
otherwise expressly provided in this Lease.  Any amount or obligation herein
relating to the Premises which is not expressly declared to be that of the
Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant
at Tenant's expense.  Basic Rent, Additional Rent and all other sums payable
hereunder by Tenant, shall be paid without notice (except as otherwise expressly
provided in subsection 5(b) with respect to interest on payments made by
Landlord), demand, setoff, counterclaim, abatement, suspension, deduction or
defense.

          (b)  This Lease shall not terminate, nor shall Tenant have any right
to terminate this Lease, nor shall Tenant be entitled to any abatement or
reduction of rent hereunder (except as otherwise expressly provided in
subsection 5(d) and subsection 14(c)), nor shall the obligations of Tenant under
this Lease be affected. by reason of (i) any damage to or destruction of all or
any part of the Premises from whatever cause; (ii) the taking of the Premises or
any portion thereof by condemnation, requisition or otherwise; (iii) the
prohibition, limitation or restriction of Tenant's use of all or any part of the
Premises, or any interference with such use; (iv) any eviction by paramount
title or otherwise; (v) Tenant's acquisition or ownership of all or any part of
the Premises otherwise than as expressly provided herein; (vi) any default on
the part of Landlord under this Lease, or under any other agreement to which
Landlord and Tenant may be parties; (vii) the failure of Landlord to deliver
possession of the Promises on the commencement of the term hereof; or (viii) any
other cause whether similar or dissimilar to the foregoing, any present or
future law to the contrary notwithstanding. It is the intention of the parties
hereto that the obligations of Tenant hereunder shall be separate and
independent covenants and agreements, that the Basic Rent, the Additional Rent
and all other sums payable by Tenant hereunder shall continue to be payable in
all events and that the obligations of Tenant hereunder shall continue
unaffected, unless the requirement to pay or perform the same shall have been
terminated pursuant to an express provision of this Lease. Notwithstanding
anything to the contrary contained above, Tenant does retain a separate and
independent right to sue the Landlord; provided, however, any judgment in favor
of Tenant shall not abate Basic Rent or Additional Rent or terminate Tenant's
obligations hereunder.

          (c)  Tenant agrees that it will remain obligated under this Lease in
accordance with its terms (except as otherwise expressly provided in subsection
5(d) and subsection 14(c)), and that it will not take any action to terminate,
rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency,
reorganization, composition, readjustment. liquidation, dissolution, or winding-
up or other proceeding affecting Landlord or its successors in interest, or (ii)
any

                                      -8-

action with respect to this Lease which may be taken by any trustee or receiver
of Landlord or its successors in interest or by any court in any such
proceeding.

         (d)  Tenant waives all rights which may now or hereafter be conferred
by operation of law (i) to quit, terminate or surrender this Lease or the
Premises or any part thereof, or (ii) to any abatement, suspension, deferment or
reduction of the Basic Rent, Additional Rent or any other sums payable under
this Lease.

         (e)  If Landlord shall voluntarily breach its covenant of quiet
enjoyment under this Lease, Tenant's obligations under this Lease shall
thereafter be equitably and appropriately reduced by Landlord and Tenant to
reflect the effect of such breach by Landlord.

         7.   Taxes and Assessments; Compliance with Law; Environmental Matters.
              ----------------------------------------------------------------- 

         (a)  Tenant shall pay or discharge all Impositions, as hereinafter
defined, when due. Notwithstanding the foregoing provision of this subsection
7(a), the term "Imposition" shall not include and Tenant shall not be required
to pay any franchise, corporate, estate, inheritance, succession, transfer
(other than transfer taxes, recording fees, or similar charges payable in
connection with a conveyance hereunder to Tenant), income, excess profits or
revenue taxes of any Landlord hereunder, other than any gross receipts or
similar taxes imposed or levied upon, assessed against or measured by the Basic
Rent, Additional Rent or any other sums payable by Tenant hereunder or levied
upon or assessed against the Premises (unless such gross receipts or similar
taxes are in lieu of an income, profit or revenue tax of Landlord, but only to
the extent of such substitution and only to the extent that such tax, assessment
or other charge would be payable if the Premises were the only property of
Landlord subject thereto).  The exclusion contained in the immediately preceding
sentence shall not apply to any tax, assessment, charge or levy imposed or
levied upon or assessed against Landlord in substitution for or in place of an
Imposition.  Tenant agrees to furnish to Landlord, within thirty (30) days after
written demand therefor, evidence of the payment of all Impositions.  In the
event that any Imposition levied or assessed against the Premises becomes due
and payable during the Term hereof and may be legally paid in installments,
Tenant shall have the option to pay such Imposition in installments.  In such
event, Tenant shall be liable only for those installments which become due and
payable during the Term.  To the extent that any Impositions accrue during the
Term of this Lease but do not become due and payable until after the Term of
this Lease, and/or to the extent that Impositions are paid by Tenant which
relate to periods of time after the expiration of the Term of this Lease,
appropriate adjustments and prorations of the amounts of such Impositions shall
be made between Landlord and Tenant promptly after such expiration of the Term
of this Lease.

         (b)  Tenant shall, at its expense, comply with and, subject to the
provisions of the Environmental Indemnity Agreement (hereinafter defined) with
respect to the environmental matters which are Landlord's responsibility as
therein provided, shall take such action as is necessary to cause the Premises
to comply with, all restrictive covenants, private restrictions,

                                      -9-

and governmental statutes, laws, rules, orders, regulations and ordinances, the
failure to comply with which at any time would affect the Premises or any part
thereof, or the use thereof, including those which require the making of any
structural, unforeseen or extraordinary changes, alterations, or repairs,
whether or not any of the same involve a change of policy on the part of the
body enacting the same, including, but not limited to the Americans With
Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and any requirements
                                                  -- ---                       
of the State of Texas concerning accessibility standards for the handicapped,
including, without limitation, Tex. Rev. Civ. Stat. Ann. art. 601(b) (to the
extent applicable) and approval of plans and specifications by the Department of
Licensing and Regulation as required by Tex.  Rev.  Civ.  Stat.  Ann. art. 9102.
Tenant shall, at its expense, comply with and perform all changes required in
order to obtain the Required Insurance (as hereinafter defined), and with the
provisions of all contracts, agreements, instruments and restrictions existing
at the commencement of this Lease or thereafter suffered or permitted by Tenant
affecting the Premises or any part thereof or the ownership, occupancy or use
thereof.

         (c)  Tenant, Landlord and Principal Mutual Life Insurance Company have
executed and delivered to one another, contemporaneously with the execution and
delivery of this Lease, original counterparts of that certain Environmental
Indemnity Agreement, a copy of which is attached hereto as Exhibit L and made a
                                                           ---------           
part hereof for all purposes (the "Environmental Indemnity Agreement"), and the
provisions of which are incorporated herein by this reference.  To the extent
that the provisions of (A) this Section 7(c) and Section 32, and (B) the
Environmental Indemnity Agreement conflict, the Environmental Indemnity
Agreement shall control.  Tenant shall:

              (i)  not cause, suffer or permit a release or discharge of any
                   Hazardous Material (as defined in Section 32) at the Premises
                   (whether originating thereon or migrating to the Premises
                   from other property), or cause, suffer or permit any
                   Hazardous Material to be introduced to the Premises on or
                   after the date of this Lease, without the express prior
                   written approval of Landlord and Permitted Beneficiary, which
                   may be withheld without cause and in their sole discretion,
                   and shall promptly: (A) pay any claim against Tenant,
                   Landlord, Permitted Beneficiary or the Premises, (B) remove
                   any charge or lien upon any of the Premises, and (C) defend,
                   indemnify and hold Landlord and Permitted Beneficiary
                   harmless from any and all claims, expenses, liability, loss
                   or damage, resulting from any Hazardous Material released or
                   discharged at or from, or introduced to, the Premises (1) by
                   Tenant, on any date prior to the date of this Lease, or (2)
                   by Tenant or any other party on or after (but not prior to)
                   the date of this Lease;

             (ii)  not cause, suffer or permit any Hazardous Material to exist
                   on or discharge from any property owned or used by Tenant
                   which would result in any charge or lien upon the Premises
                   and shall promptly: (A)

                                      -10-

                   pay any claim against Tenant, Landlord, Permitted Beneficiary
                   or the Premises, (B) remove any charge or lien upon the
                   Premises, and (C) defend, indemnify and hold Landlord and
                   Permitted Beneficiary harmless from any and all claims,
                   expenses, liability, loss or damage, resulting from the
                   existence of any such Hazardous Material;

            (iii)  notify Landlord and Permitted Beneficiary in writing of any
                   Hazardous Material that exists on or is released or
                   discharged from, at or onto the Premises (whether originating
                   thereon or migrating to the Premises from other property)
                   within ten (10) days after Tenant first has knowledge of such
                   existence of discharge;

             (iv)  comply, and cause the Premises to comply, with all statutes,
                   laws, ordinances, rules and regulations of all local, county,
                   state or federal authorities having authority over the
                   Premises or any portion thereof or their use; [and comply at
                   Tenant's sole cost and expense, with each and every
                   recommendation set forth in that certain report entitled
                   "Closure Confirmation Document" concerning the Premises
                   prepared by Albert H. Halff & Associates, Inc., dated April
                   1, 1993;]

              (v)  perform all of the environmental remediation work described
                   on Exhibit J attached hereto and made a part hereof (the
                      ---------
                   "Remediation") in a careful, proper and timely manner,
                   completing same no later than December 31, 1993, in
                   accordance with the specifications and requirements set forth
                   on Exhibit J hereto. and subject to Landlord's approval in 
                      ---------
                   its sole and absolute discretion. and the approval of such
                   inspecting environmental remediation experts as Landlord may
                   designate or employ; and

             (vi)  to the extent that the Renovations involve the installation
                   at the Premises of any underground storage tanks ("USTs"),
                   Tenant shall, in connection with any installation,
                   maintenance, operation and any future removal of such USTS,
                   comply in all respects with all applicable statutes, laws,
                   ordinances, rules, and regulations of all local, county,
                   state, or federal authorities having jurisdiction over the
                   USTs. Without limiting the foregoing, Tenant agrees that it
                   shall: (A) comply with the regulations, guidance documents,
                   and requirements of the Texas Water Commission ("TWC
                   Regulations") in the design, technical specifications,
                   installation, and operation of the USTs; (B) to the extent
                   registration is required, register the USTs as the operator
                   with the Texas Water Commission ("TWC"); (C) provide the
                   financial assurance required in connection with such
                   registration; (D) respond to and remediate any releases or
                   spills associated with the USTs in full compliance with TWC

                                      -11-

                   Regulations; (E) at the option of Landlord, excavate, remove
                   and dispose of the USTs at the expiration or termination of
                   this Lease in full compliance with TWC regulations and
                   restore the area from which the USTs were removed to
                   substantially the same condition as before the USTs were
                   installed, it being understood and agreed that, if Landlord
                   elects not to require the removal of USTs as provided above,
                   the USTs shall be and thereafter remain the property of
                   Landlord after the expiration or termination of this Lease;
                   and (F) defend, indemnify, and hold Landlord and Permitted
                   Beneficiary harmless from any and all claims, expenses,
                   liability, costs, obligations, loss or damage arising in any
                   manner in connection with such USTs.

Tenant's obligations and liabilities under this subsection 7(c) shall survive
the expiration of this Lease.  The date of Tenant's satisfactory completion of
the Remediation as required by subsection 7(c)(v) above shall be the date upon
which Tenant delivers to Landlord, at Tenant"s sole cost and expense, an
environmental report acceptable in all respects to Landlord in the exercise of
its sole and absolute discretion, from an environmental audit firm designated by
Landlord, certifying to Landlord that the Remediation has been satisfactorily
completed; provided, however, that nothing herein shall be interpreted as
relieving Tenant of Tenant's obligation to complete the Remediation and to
deliver the report herein described on or before the date set forth above in
subsection 7(c)(v).

          8.  Indemnification.  Tenant agrees to pay, and to protect, defend,
              ---------------                                                
indemnify and save harmless Landlord, Permitted Beneficiary and their agents
from and against any and all liabilities, losses, damages, costs, expenses
(including all reasonable attorney's fees and expenses of Landlord), causes of
action, suits, claims, demands or judgments of any nature whatsoever (i) arising
from any injury to, or the death of, any person or damage to property on the
Premises or upon adjoining sidewalks, streets or right of ways, in any manner
growing out of or connected with the use, non-use, condition or occupation of
the Premises, adjoining sidewalks, streets or right of ways, so long as not
occasioned by a grossly negligent act of Landlord, Permitted Beneficiary, or
their agents, servants, employees or assigns, and/or (ii) arising from violation
by Tenant of any agreement or condition of this Lease, or any contract or
agreement to which Tenant is a party or any restriction, law, ordinance or
regulation, in each case affecting the Premises or any part thereof or the
ownership, occupancy or use thereof, so long as not occasioned by a grossly
negligent act of Landlord, Permitted Beneficiary, or their agents, servants,
employees or assigns.  If Landlord, Permitted Beneficiary or any agent of
Landlord or Permitted Beneficiary shall be made a party to any such litigation
commenced against Tenant, and if Tenant, at its expense, shall fail to provide
Landlord, Permitted Beneficiary or their agents with counsel (upon Landlord's
request) selected by Tenant, approved by Landlord, which approval shall not be
unreasonably withheld, Tenant shall pay all costs and attorneys' fees and
expenses incurred or paid by Landlord, Permitted Beneficiary or their agents in
connection with such litigation.  Tenant's obligations and liabilities under
this Section 8 shall survive the expiration or termination of this Lease.

                                      -12-

          9.  Liens; Grants of Easements.
              -------------------------- 

          (a) Tenant will not, directly or indirectly, (i) create or permit to
be created, or (ii) except for those caused by Landlord's gross negligence,
permit to remain, and will promptly discharge, at its expense, any mortgage,
lien, encumbrance or charge on, pledge of, or conditional sale or other title
retention agreement with respect to, the Promises or any part thereof or
Tenant's interest therein or the Basic Rent, Additional Rent or other sums
payable by Tenant under this Lease, other than (1) any encumbrances permitted by
a Permitted Deed of Trust (as defined in subsection 32) and (2) any encumbrance
or charge permitted in the subsections below.  Nothing contained in this Lease
shall be construed as constituting the consent or request, expressed or implied,
by Landlord to or for the performance of any labor or services or of the
furnishing of any materials for any construction, alteration, addition, repair
or demolition of or to the Premises or any part thereof by any contractor,
subcontractor, laborer, materialman or vendor, except with respect to the
Previous Construction (hereinafter defined).  Notice is hereby given that
Landlord will not be liable for any labor, services or materials furnished or to
be furnished to Tenant, or to anyone holding the Premises or any part thereof,
and that no mechanic's or other liens for any such labor, services or materials
shall attach to or affect the interest of Landlord in and to the Premises.

          (b) Pursuant to an agreement with the prior owner of the Premises,
Tenant commenced construction of certain improvements prior to Landlord's
purchase of the Premises and prior to the date of this Lease (the "Previous
Construction"), and Tenant has indemnified Landlord and Principal Mutual Life
Insurance Company with respect to such Previous Construction by executing and
delivering to Landlord contemporaneously with the execution of this Lease that
certain Agreement Regarding Liens dated as of even date herewith.  Tenant
represents and warrants to Landlord that all costs of labor and material in
connection with the Previous Construction have been paid in full or will be paid
in full in a manner consistent with industry practice, from time to time as such
expenses become payable.  Tenant shall deliver lien waivers relating to all
portions of the Previous Construction, any Permitted Alterations, and all
portions of the Renovations (defined in Section 11 hereof) undertaken after the
date of this Lease.  Tenant covenants to pay all contractors, subcontractors,
materialmen and other parties providing labor, services or material in
connection with the Previous Construction, any Permitted Alterations and/or the
Renovations in a manner which is in accordance with industry practice, and to
take all actions to prevent any mechanic's or materialmen's liens or affidavits
in connection with the Previous Construction, any Permitted Alterations and/or
the Renovations from being recorded or remaining effective against any portion
of the Premises. Tenant will deliver to Landlord and Permitted Beneficiary no
sooner than 150 days after the completion of all Previous Construction, any
Permitted Alterations and the Renovations, respectively, and no later than 185
days after the completion of each, an abstractor's certificate or other title
update report, in form satisfactory to Landlord (a "Title Update"), together
with copies of all documents listed therein, which Title Update shall describe
all documents recorded in connection with the Premises since the date of this
Lease, and Tenant shall obtain

                                      -13-

a release of or bond off of the Premises any mechanic's, materialmen's or other
lien described in the Title Update within 30 days after Tenant's receipt of the
Title Update.

          (c) Landlord hereby appoints Tenant its agent and attorney-in-fact and
authorizes Tenant (i) to grant easements, licenses, rights-of-way and other
rights and privileges in the nature of easements; (ii) to release existing
easements and appurtenances which are for the benefit of the Premises; and (iii)
to execute and deliver any instrument necessary or appropriate to confirm such
grants, releases or consents to any person, with or without consideration, in
each case, however, only if such action does not materially or adversely impact
the value of the Premises and only upon compliance with the provisions of any
Permitted Deed of Trust.  Tenant agrees that it will notify Landlord of any such
grant or release and will forward to Landlord promptly after the execution
thereof a copy of any instrument confirming such grant or release.  Any
consideration paid for such grant or release shall be apportioned between Tenant
and Landlord as their interests may then appear.  Tenant agrees that Tenant will
remain obligated under the terms of this Lease to the same extent as if such
easement, license, right-of-way, other right or privilege had not been granted,
such easement or appurtenance had not been released, such transfer had not been
consented to, and such instrument had not been executed and delivered, and that
Tenant will perform all obligations of the grantor, releasor or transferee under
such instrument of grant, release or consent.

          10.  Maintenance and Repair; Completion of Improvements.
               -------------------------------------------------- 

          (a) Tenant acknowledges that it has received the Premises in its "as
is" condition. Tenant agrees that. at its expense, it shall keep and maintain
the Premises, including any altered, rebuilt, additional or substituted
buildings, structures and other improvements thereto, in good repair and
appearance, except for ordinary wear and tear.  Tenant shall also make promptly
all structural and nonstructural, foreseen and unforeseen, ordinary and
extraordinary changes and repairs of every kind which may be required to be made
to keep and maintain the Premises in such good condition, repair and appearance
as a class A office facility, of similar size, use, occupancy and appearance,
located in the Dallas/Fort Worth greater metropolitan area, and Tenant will keep
the Premises orderly and free and clear of rubbish.  Tenant covenants to perform
or observe all terms, covenants or conditions of any reciprocal easement or
maintenance agreement to which it may at any time be a party or to which the
Premises are currently subject.  Tenant shall, at its expense, use its best
efforts to enforce compliance with any reciprocal easement or maintenance
agreement benefitting the Premises by any other person subject to such
agreement.  Landlord shall not be required to maintain, repair or rebuild, or to
make any alterations, replacements or renewals of any nature to the Premises, or
any part thereof, whether ordinary or extraordinary, structural or
nonstructural, foreseen or not foreseen to maintain the Premises or any part
thereof in any way.  Tenant hereby expressly waives the right to make repairs at
the expense of Landlord which may be provided for in any law in effect at the
time of the commencement of the Term or which may thereafter be

                                      -14-

enacted.  If Tenant shall abandon the Premises, it shall give Landlord and any
Permitted Beneficiary immediate notice thereof.

          (b) If any Improvements situated on the Premises at any time during
the Term shall encroach upon any property, street or right-of-way adjoining or
adjacent to the Premises, or shall violate the agreements or conditions
contained in any restrictive covenant affecting the Premises or any part
thereof, or shall impair the rights of others under or hinder or obstruct any
easement or right-of-way to which the Premises are subject, then, promptly after
the written request of Landlord or any person affected by any such encroachment,
violation, impairment, hindrance or obstruction, Tenant shall, at its expense,
either (i) obtain effective waivers or settlements of all claims, liabilities
and damages resulting from each such encroachment, violation, impairment,
hindrance or obstruction whether the same shall affect Landlord, Tenant or both,
or (ii) make such changes in the improvements on the Premises and take such
other action as shall be necessary to remove such encroachments, hindrances or
obstructions and to end such violations or impairments, including, if necessary,
the alteration or removal of any improvement on the Premises.  Any such
alteration or removal shall be made in conformity with the requirements of
subsection 11(a) to the same extent as if such alteration or removal were an
alteration under the provisions of subsection 11(a).

          11.  Alterations.
               ----------- 

          (a) Subject to Tenant's covenants in Section 17, Tenant may, at
expense, at any time after written notice to Landlord and Permitted Beneficiary
of its plans (which notice shall include a description of the plans and
specifications for the proposed additions or alterations), but without the
consent of such parties other than the approval of the plans and specifications
therefor, make Permitted Alterations to the Premises, provided, that (i) all
Permitted Alterations are architecturally consistent with existing Improvements,
as verified by an architect's certificate addressed to Landlord and Permitted
Beneficiary, from a nationally recognized architectural firm; (ii) such actions
shall be performed in a good and workmanlike manner; (iii) such Permitted
Alterations shall be expeditiously completed in compliance with all laws,
ordinances, rules, regulations and requirements applicable thereto, (iv) whether
or not any subletting or assignment regarding any portion of the Premises has
occurred, any such Permitted Alterations, whether performed by any sublessee or
assignee, or by Tenant, shall not violate or be inconsistent with any of the Use
Restrictions, and (v) Tenant is otherwise in compliance with the provisions of
this Lease.  Tenant shall promptly pay all costs and expenses of each Permitted
Alteration, discharge all liens arising therefrom and procure and pay for all
permits and licenses required in connection therewith.

          (b) Subject to Tenant's covenants contained in Section 17, Tenant may,
at its expense, but only with Landlord's and Permitted Beneficiary's prior
written consent, construct upon the Promises additions to or alterations,
substitutions or replacements of the Improvements, other than Permitted
Alterations, upon compliance with all the terms and conditions set forth in
subsection 11(a).  Landlord's and Permitted Beneficiary's written

                                      -15-

consent may be withheld or denied in the exercise of such parties' sole and
absolute discretion, and shall be granted only if such parties are able to
obtain the opinion of such parties' respective tax counsel that such additions,
alterations, substitutions or replacements by Tenant (other than Permitted
Alterations) will not result in Tenant obtaining an ownership interest in any
portion of the Premises, or result in any taxable income to Landlord.  Tenant
shall pay all costs, fees and expenses associated with obtaining such legal
opinions.  All Improvements [including, without limitation, those described in
Section 11(a)] shall be and remain part of the realty and the property of
Landlord and subject to this Lease.  Tenant may, at its expense, install,
assemble or place any items of trade fixtures, machinery or equipment upon the
Promises.  Such trade fixtures, machinery or equipment shall be and remain the
property of Tenant and Tenant may remove the same from the Premises at any time
prior to the termination of this Lease, provided that Tenant shall repair any
damage to the Premises resulting from such removal.  Notwithstanding anything in
this subsection 11(b) to the contrary, (i) so long as no default then exists
under this Lease, Tenant may, within thirty (30) days of the expiration or
termination of the Term of this Lease, remove (but shall not be obligated to
remove) from the Premises any trade fixtures of Tenant and such trade fixtures
so removed shall remain the property of Tenant, but any trade fixtures of Tenant
or other property not removed from the Premises within thirty (30) days of the
expiration or termination of the Term of this Lease shall immediately become the
property of Landlord, (ii) all costs of repair of the Premises necessitated by
Tenant's removal from the Premises of Tenant's trade fixtures or other property
shall be borne solely by Tenant, (iii) all costs of removal of any of Tenant's
trade fixtures or other property which is not removed from the Premises by
Tenant within thirty (30) days of the expiration or termination of this Lease,
as well as the cost of any repair of the remainder of the Premises necessitated
by any removal of such trade fixtures or other property by Landlord, shall be
borne solely by Tenant, and (iv) the provisions of this subsection shall survive
any expiration or termination of the Lease.

          (c) Subject to Tenant's covenants in Section 17, Tenant shall
construct and accomplish certain improvements, renovations and retrofitting in
connection with the Improvements (collectively the "Renovations") in accordance
with the plans and specifications described in the documents attached hereto and
made a part hereof as Exhibit K, and the development budget set forth on Exhibit
                      ---------                                          -------
I, which Renovations shall be completed no later than April 30, 1994, and
- -                                                                        
without any expenditures other than those specified in Exhibit I (except for
                                                       ---------            
expenditures for Permitted Alterations).  Tenant shall obtain all necessary
consents, permits, certificates, easements and approvals as may be necessary or
appropriate for the construction and/or completion of the Renovations.  Landlord
shall pay to Tenant for construction of the Renovations on behalf of Landlord
and for the Fees and Costs (as defined in Section 32), the amount of
$15,932,616.00 contemporaneously with the execution of this Lease (the
"Renovation Cost").  The cost of the Renovations, all Fees and Costs, and any
related costs shall not, in the aggregate, exceed the Renovation Cost except to
the extent that the Renovations constitute Permitted Alterations.  In the event
that any portion of the Renovation Cost remains unspent by Tenant after
completion of the Renovations, any such remaining funds shall be repaid to
Landlord, the Basic Rent and Termination Values shall be

                                      -16-

adjusted as provided in Section 5 of this Lease (due to the change in the
assumption as to the cost of the Renovations), and Tenant shall pay to Landlord
with the payment of such remaining funds (i) a Lease Make Whole Premium, and
(ii) any Loan Make-Whole Premium. Monthly during the course of the construction
of the Renovations, Tenant shall deliver to Landlord and Permitted Beneficiary
(and, upon direction by Landlord and/or Permitted Beneficiary, any title company
as may be designated) as evidence of the application by Tenant of portions of
the Renovation Cost toward the completion of the Renovations (1) American
Institute of Architects form draw requests, completed and executed by Tenant's
supervising architect, (2) a certification executed by Tenant, addressed to
Landlord and Permitted Beneficiary, specifying with respect to the Development
Budget set forth on Exhibit I, and with respect to the categories set forth on
                    ---------                                                 
Attachment 2, the category of each expenditure during such month, the amount
- ------------                                                                
previously expended with respect to each such category, and the amount which
will be necessary to be expended to complete the items designated in each such
category, and (3) lien waivers executed by the contractors, subcontractors and
materialmen with respect to all expenditures indicated in the documentation
described in (1) and (2) above, in form and substance reasonably satisfactory to
Landlord and Permitted Beneficiary.  From time to time during the construction
of the Renovations, and upon completion of the Renovations, Tenant will deliver
to the title company designated by Landlord and Permitted Beneficiary, lien
waivers and other documentation as may be required by such title company, and
take such other action as may be necessary (including, without limitation,
payment of any premiums and other charges by the title company) (A) to obtain
and deliver to Landlord and Permitted Beneficiary, respectively, endorsements to
Landlord's Owner Policy of Title Insurance and Permitted Beneficiary's Mortgagee
Policy of Title Insurance received contemporaneously with the execution and
delivery of this Lease, increasing the coverage thereof to the extent of amounts
paid for construction of the Renovations, and (B) upon completion of the
Renovations, to increase the actual coverage of each of such policies to the
full face amount of each of such policies as set forth on Schedule A thereto,
and to delete from both of such title insurance policies any "pending
disbursements" exception and any "completion of improvements" exception, without
inclusion of any exceptions to either of said policies not present on the date
of the original issuance of such policies.  In the event that all of the
Renovations are not completed and the Renovations and all other portions of the
Improvements "placed in service" (as that term is used in the Code, hereinafter
referenced as "Placed In Service") on or before April 30, 1994 (the "Renovation
Deadline"), Tenant shall purchase the Premises from Landlord for a purchase
price equal to the Termination Value, plus a Lease Make Whole Premium, plus any
Loan Make Whole Premium, plus any taxes not imputed into the Termination Value;
provided, however, that the Renovation Deadline may, at Tenant's option, be
extended by Tenant until October 30, 1994, by paying an extension fee to
Landlord equal to one half of one percent (.5%) of the total amount of
Landlord's investment in the Premises (including all acquisition costs and the
Renovation Cost), plus all expenses incurred in connection with any such
extension, so long as the Basic Rent and Termination Values are adjusted, if
necessary, as set forth in Section 5 of this Lease. The date on which the
Renovations are Placed in Service shall be conclusively determined by the date
on which Tenant delivers to Landlord a certificate of occupancy for all

                                      -17-

of the space which is the subject of the Renovations, together with an executed
architect's certificate addressed to Landlord and Permitted Beneficiary,
certifying that the Renovations have been completed in accordance with the plans
and specifications described in Exhibit K and as otherwise required by the terms
                                ---------                                       
of this Lease.  In the event that the Renovations do not conform to the
component depreciation assumptions described in Exhibit C of this Lease or, if
                                                ---------                     
the Renovations are completed prior to the Renovation Deadline but after the
assumed dates for the Renovations and Improvements being Placed in Service as
set forth on Exhibit C, the Basic Rent and Termination Values shall be adjusted
             ---------                                                         
as provided in Section 5 of this Lease. After the completion of the Renovations
as they pertain to Building A (as defined in Exhibit C hereto) and again after
                                             ---------                        
the completion of the Renovations as they pertain to Building B (as defined in
                                                                              
Exhibit C hereto) and to Building C (as defined in Exhibit C hereto),
- ---------                                          ---------         
determination as to the conformity of such Renovations with the previously
approved plans and specifications therefor, and confirmation that the
depreciation components therefor described in Attachment 2 are included in the
                                              ------------                    
Renovations as completed, shall be accomplished, and, as to each such building
after its completion, shall be effected by (I) the delivery by Tenant to
Landlord of a certificate addressed to Landlord, describing all actual costs
incurred to date in connection with the Renovations and allocating all of such
costs among the various categories of expenditures described in Attachment 2,
                                                                ------------ 
and (II) the preparation of an updated appraisal of the Premises provided to
Landlord at Tenant's sole cost and expense, updating the appraisal received by
Landlord contemporaneously with the execution of this Lease, prepared by Artura
Singer and Harry Schroeder of Joseph J. Blake & Associates, Inc. containing a
valuation dated as of April 1, 1993 (the "April, 1993 Appraisal").  The form of
said certificates and appraisal updates is to be satisfactory to Landlord in its
sole discretion, and such items are to be delivered for the purpose of
confirming that such Renovations have been completed in accordance with Exhibit
                                                                        -------
K, adjusting the component depreciation amounts to reflect the actual costs
- -                                                                          
incurred in completing such Renovations, and calculating any necessary
Rent/Termination Value Adjustments as may be appropriate in accordance with the
provisions of Section 5(c) of this Lease as a result of the information set
forth on such updated appraisals and certificates delivered to Landlord.  The
appraisal updates are not intended to adjust the specific items from one
depreciable class to another.  Notwithstanding anything in this Lease to the
contrary, in addition to the requirements set forth above, all Renovations shall
be completed in a manner reasonably satisfactory to Landlord, and Landlord shall
have the right, from time to time, to inspect the progress of the Renovations
and to require correction of any defects or deficiencies or any non-compliance
with the plans and specifications attached to this Lease in Exhibit K or with
                                                            ---------        
the development budget attached hereto as Exhibit I.
                                          --------- 

          (d) Notwithstanding anything in this Section 11 to the contrary with
respect to (i) the source of funds to be used, or (ii) the cost of construction
of improvements by Tenant or the cost of completion of the Renovations by
Tenant, Tenant may, without Landlord or Permitted Beneficiary's prior consent,
but in any event subject to the provisions of Section 17 of this Lease, expend
Tenant's own funds for construction of Permitted Alterations.

                                      -18-

          12.  Insurance.  (a)  Tenant shall maintain, or cause to be
               ---------                                             
maintained, at its sole expense, the following insurance on the Premises (the
"Required Insurance"):

               (i)  Property insurance insuring the building and improvements
                    for perils covered by the causes of loss - special form (all
                    risk) and in addition, ordinance or law coverage, flood,
                    earthquake and boiler and machinery (if applicable). Such
                    insurance shall be written on a replacement cost basis with
                    an agreed value equal to the full insurable replacement
                    value of the foregoing. The policy shall name Landlord as an
                    additional insured and loss payee and all Permitted
                    Beneficiaries or mortgagee of any deed of trust or mortgage
                    encumbering the Premises shall be shown as a mortgage
                    holder. Not more frequently than every year if in the
                    opinion of the Landlord, the amount of Tenant's property
                    insurance is found to be inadequate, Tenant will increase
                    the insurance Amount as required by the Landlord.

              (ii)  Commercial general liability insurance naming the Landlord
                    and Permitted Beneficiary as additional insureds against any
                    and all claims as are customarily covered under a standard
                    policy form routinely accepted by Permitted Beneficiary, for
                    bodily injury and property damage occurring in, or about the
                    Premises arising out of Tenant's use and occupancy of the
                    Premises. Such insurance shall have a combined single limit
                    of not less than Two Million Dollars ($2,000,000) per
                    occurrence with a Twenty Million Dollar ($20,000,000)
                    aggregate limit and excess umbrella liability insurance in
                    the amount of at least Five Million Dollars ($5,000,000).
                    Tenant shall be required to increase its insurance limits as
                    may be required from time to time by the Permitted
                    Beneficiary or as may reasonably be required by Landlord
                    consistent with coverage on properties similarly
                    constructed, occupied and maintained. Such liability
                    insurance shall be primary and not contributing to any
                    insurance available to Landlord and Landlord's insurance
                    shall be in excess thereto. In no event shall the limits of
                    such insurance be considered as limiting the liability of
                    Tenant under this Lease.

             (iii)  Workers' compensation insurance in accordance with statutory
                    law and employers' liability insurance with a limit of not
                    less than $100,000 per employee and $500,000 per occurrence.

              (iv)  Builders risk insurance insuring perils covered by the
                    causes of loss-special form (all risk) shall be purchased
                    for the value of the alteration and/or additions made to the
                    Premises when the work is not insured under Tenant's
                    property insurance policy.

                                      -19-

               (v)  Such other insurance as Landlord may, from time to time,
                    reasonably require, or which may, from time to time, be
                    required by Landlord's beneficiaries or mortgagees of any
                    deed of trust or mortgage encumbering the Premises, so long
                    as such other insurance is customarily required to be
                    carried on similar properties by institutional lenders in
                    the industry.

          (b)  The policies required to be maintained by Tenant shall be with
companies having a rating of not less than A with a financial class of at least
X in the most current issue of Best's Insurance Reports.  Insurers shall be
licensed to do business in the state in which the Premises are located and
domiciled in the USA.  Any deductible amounts under any insurance policies
required hereunder shall not exceed (1) $500,000.00, so long as Tenant's
financial condition is rated not less than "BBB+" by Standard & Poor's
Corporation and "Baa1" by Moody's Investment Service; (2) $250,000.00, so long
as Tenant's financial condition is rated not less than "BBB" by Standard &
Poor's Corporation and "Baa2" by Moody's Investment Service; (3) $100,000.00, so
long as Tenant's financial condition is rated not less than "BBB-" by Standard &
Poor's Corporation and "Baa3" by Moody's Investment Service; or (4) $5,000.00,
at any time during which Tenant's financial condition is rated less than "BBB-"
by Standard & Poor's Corporation or "Baa3" by Moody's Investment Service.
Certificates of insurance shall be delivered to Landlord prior to the
commencement date and annually thereafter at least fifteen (15) days prior to
the expiration date of the old policy.  Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms hereof
in a blanket policy, provided such blanket policy expressly affords coverage to
the Premises and to Landlord as required by this Lease.  Each policy of
insurance shall provide notification to Landlord at least thirty (30) days prior
to any cancellation or modification to reduce the insurance coverage.

          (c)(i) Insurance claims by reason of damage to or destruction of any
portion of the Premises shall be adjusted by Tenant; provided, however, that
although Tenant shall make the final decision with respect to any such
adjustment, Tenant shall, promptly after such damage or destruction, advise
Landlord and Permitted Beneficiary of such occurrence and consult with Landlord
and Permitted Beneficiary throughout the process of adjusting any such claim,
and provided further that both Landlord and any Permitted Beneficiary shall have
the right to be and remain involved in the adjustment process and to receive
copies of all correspondence and documentation pertaining thereto.  Tenant shall
keep Landlord and Permitted Beneficiary fully advised as to all matters on a
current basis.  Landlord shall not be required to prosecute any claim against,
or to contest any settlement proposed by, an insurer.  Tenant may, at its
expense, prosecute, any such claim or contest any such settlement in the name of
Landlord, Tenant or both, and Landlord will join therein at Tenant's written
request upon the receipt by Landlord of an indemnity from Tenant against all
costs, liabilities and expenses in connection therewith.

                                      -20-

          (c)(ii) Subject to the provisions of Section 13, proceeds from the
property insurance policy shall be made available from Landlord or Permitted
Beneficiary to Tenant, but only against certificates of Tenant delivered to
Landlord from time to time as such work or repair progresses, each such
certificate describing the work or repair for which Tenant is requesting payment
and the cost incurred by Tenant in connection therewith and stating that Tenant
has not theretofore received payment for such work and has sufficient funds
remaining to complete the work free of liens or claims. Subject to the
provisions of Section 13, any proceeds remaining after Tenant has repaired the
Premises pursuant to Section 13 shall be delivered to Tenant but only to the
extent that the aggregate amount of such proceeds so remaining and all amounts
theretofore paid to Tenant pursuant to this sentence do not exceed $100,000.00.
If such aggregate amounts exceed $100,000.00, the excess may be retained by
Landlord and applied in reduction of the principal amount of the indebtedness
secured by any Permitted Deed of Trust or paid to Tenant at Landlord's sole
option. After the retention of any such amount by Landlord, each installment of
Basic Rent payable on and after the second Basic Rent Payment Date occurring
after such retention shall be equitably reduced but in no event shall Basic Rent
be reduced lover than the monthly debt service payments due under any Permitted
Deed of Trust. No payment shall be made to Tenant pursuant to this subsection
12(c) if any default shall have happened and be continuing under this Lease.
Notwithstanding anything herein to the contrary, this subsection (c)(ii) shall
not apply or have any effect at any time during which Tenant's financial
condition is rated no less than "BBB" by Standard & Poor's Corporation and
"Baa2" by Moody's Investment Service.

          (d) In the event Tenant does not purchase the insurance required by
this Lease or keep the same in full force and effect, Landlord may, but shall
not be obligated to, purchase the necessary insurance and pay the premium.
Tenant shall repay to Landlord, as Additional Rent, the amount so paid promptly
upon demand. In addition, Landlord may recover from Tenant and Tenant agrees to
pay, as Additional Rent, any and all reasonable expenses (including attorneys'
fees) and damages which Landlord may sustain by reason of the failure to Tenant
to obtain and maintain such insurance.

          (e) Landlord or Permitted Beneficiary shall not be limited in the
proof of any damages which Landlord or Permitted Beneficiary may claim against
Tenant arising out of or by reason of Tenant's failure to provide and keep in
force insurance, as provided above, to the amount of the insurance premium or
premiums not paid or incurred by Tenant and which would have been payable under
such insurance; but Landlord and Permitted Beneficiary shall also be entitled to
recover as damages for such breach, the uninsured amount of any loss, to the
extent of any deficiency in the Required Insurance and damages, costs and
expenses of suit suffered or incurred by reason of or damage to, or destruction
of, provide the Required Insurance. Tenant shall indemnify and hold harmless
Landlord and Permitted Beneficiary for any liability incurred by Landlord or
Permitted Beneficiary arising out of any deductibles for Required Insurance.

                                      -21-

          (f)  Provided (i) no Event of Default has occurred and is continuing;
(ii) Tenant maintains a Consolidated Tangible Net Worth of at least
$750,000,000.00 determined in accordance with generally accepted accounting
principals; and (iii) Tenant's financial condition is not rated less than "BBB+"
by Standard & Poor's Corporation and "Baa1" by Moody's Investment Service,
Tenant may self-insure the Required Insurance. Tenant shall provide annually to
the Landlord a certificate indicating its decision to self-insure in the form
attached hereto as Exhibit E. For purposes of this subsection (f), the term
                   ---------                                
"Consolidated Tangible Net Worth" shall mean "equity, plus the liability
appearing on the balance sheet of Tenant for post retirement benefits other than
pensions recorded in accordance with Statement of Financial Accounting Standards
No. 106, less net intangibles arising from acquisitions (or goodwill)"
calculated as of the end of each fiscal quarter year. Notwithstanding anything
in this subsection 12(f) to the contrary, in the event that a breach of this
subsection 12(f) is caused solely by the effect of a future change in accounting
principle, Landlord agrees to negotiate with Tenant in good faith to resolve
and/or remedy such breach.

          13.  Casualty.
               -------- 

          (a)  If, during the Primary Term, a part of the Premises shall be
damaged or destroyed by casualty, and if the estimated cost of rebuilding,
replacing and repairing the same shall be or exceed $100.000.00, Tenant shall
promptly notify Landlord and Permitted Beneficiary thereof; and (whether or not
such estimated cost shall be or exceed $100,000.00 and whether or not all or a
portion of the Premises is destroyed) Tenant shall, with reasonable promptness
and diligence, rebuild, replace and repair any damage or destruction to the
Premises, at its expense, in conformity with the requirements of subsection
11(a) in such manner as to restore the same to the same condition, as nearly as
possible, as existed prior to such casualty and there shall be no abatement of
Basic Rent or Additional Rent.

          (b)  If, after the Primary Term and during any Extended Term, the
Premises is substantially (75% of the Improvements) or totally destroyed by
casualty, Tenant shall have the option to either (i) rebuild or restore the
Premises and receive the necessary portion of the insurance proceeds generated
therefrom to pay for such rebuilding or restoration, or (ii) terminate this
Lease not less than one (1) year after delivery of notice to Landlord of
Tenant's intention to do so and upon payment to Landlord of all amounts then due
and payable under this Lease, with all insurance proceeds being paid to and
retained by Landlord, or, in the event of and to the extent of self insurance,
an amount equal to the insurance proceeds which would have been available if
insurance coverage had then been in place.

          (c)  Notwithstanding anything in this Section 13 to the contrary,
during any period of time when there continues to exist a default by Tenant
under the terms of this Lease, Landlord, in the exercise of its sole and
absolute discretion, shall have the right to receive any insurance proceeds from
any casualty and to apply same toward payment of any indebtedness owed to any
Permitted Beneficiary instead of allowing such proceeds to be used by Tenant for
the rebuilding or restoration of the damaged portion of the Premises. In such
event, there

                                      -22-

shall be an equitable adjustment in the Rent/Termination Value after any cure of
such default, to become effective as of the date of such cure.

          14.  Condemnation.
               ------------ 

          (a)  Subject to the rights of Tenant set forth in this Section 14,
Tenant hereby irrevocably assigns to Landlord any award or payment to which
Tenant may be or become entitled with respect to the taking of the Premises or
any part thereof, by condemnation or other eminent domain proceedings pursuant
to any law, general or special, or by reason of the temporary taking of the use
or occupancy of the Premises or any part thereof, by any governmental authority,
civil or military, whether the same shall be paid or payable in respect of
Tenant's leasehold interest hereunder or otherwise. Landlord shall be entitled
to participate in any such proceeding and the expenses thereof (including
counsel fees and expenses) shall be paid by Tenant.

          (b)  (1) If, during the Primary Term (i) the entire Premises shall be
taken by or on account of any actual or threatened condemnation or other eminent
domain proceeding pursuant to any law, general or special or (ii) if 25% of the
Improvements or 50% of the Land Parcel is taken and said portion renders the
remaining premises uneconomic for the continued use or occupancy in the business
of Tenant, in the good faith judgment of Tenant's Board of Directors, Tenant's
Chief Executive Officer, or the Executive Vice President of TRW Information
Systems and Services, then Tenant shall deliver a Purchase Offer (as defined in
Section 32) to Landlord, specifying a termination date (the "Termination Date")
occurring not less than one (1) year after the delivery of such Purchase Offer
and a purchase price equal to the Termination Value plus all other amounts then
due and payable under this Lease, and this Lease shall continue in full force
and effect without any abatement of rent, notwithstanding any taking, until the
Termination Date. The Purchase Offer shall be for a purchase of the Premises and
any Net Award (as hereinafter defined) and shall be accompanied by a Tenant's
Certificate stating either that the conditions set forth in clause (i) or (ii)
of this subsection 14(b)(1) have been fulfilled. If the conditions set forth in
clause (i) or (ii) of this subsection 14(b)(1) are fulfilled and if Tenant shall
have failed to deliver a Purchase Offer as required above, Tenant conclusively
shall be presumed to have made a Purchase Offer on a date which is sixty (60)
days after any such taking (or such later date as is agreed to in writing by
Landlord), and in the event Tenant is so presumed to have made a Purchase Offer,
the Termination Date shall be deemed to be ninety (90) days after such Purchase
Offer is presumed to have been made; but nothing in this sentence shall relieve
Tenant of its obligation actually to deliver such Purchase Offer.

          (b) (2) If, after the Primary Term and during any Extended Term, the
Premises is substantially (25% of the Improvements or 50% of the Land Parcel) or
totally condemned or taken pursuant to other eminent domain proceedings, Tenant
shall have the option to either (i) rebuild or restore the Premises to the
extent possible and receive the necessary portion of the proceeds from the
condemnation or other eminent domain proceedings, or (ii) terminate this

                                      -23-

Lease not less than one (1) year after delivery of notice to Landlord of
Tenant's intention to do so and upon payment to Landlord of all amounts then due
and payable under this Lease, with all condemnation or other eminent domain
proceeds being paid to and retained by Landlord.

     (c) If during any Term (i) a portion of the Premises shall be taken by
condemnation or other eminent domain proceedings, which taking is not sufficient
to require that Tenant give a Purchase Offer or (ii) the use or occupancy of the
Premises or any part thereof shall be temporarily taken by any governmental
authority; then this Lease shall continue in full effect without abatement or
reduction of Basic Rent, Additional Rent or other sums payable by Tenant
hereunder notwithstanding such partial or temporary taking.  Tenant shall,
promptly after any such temporary taking ceases, at its expense, repair any
damage caused thereby in conformity with the requirements of subsection 11(a) so
that, thereafter, the Premises shall be, as nearly as possible, in a condition
as good as the condition thereof immediately prior to such taking.  In the event
of any such partial taking, Landlord shall make the Net Award (as hereinafter
defined) available to Tenant to make such repair but, if such Net Award shall be
in excess of $250,000.00, only against certificates of Tenant delivered to
Landlord from time to time as such work or repair progresses, each such
certificate describing the work or repair for which Tenant is requesting payment
and the cost incurred by Tenant in connection therewith and stating that Tenant
has not theretofore received payment for such work.  Any Net Award remaining
after such repairs have been made, shall be delivered to Tenant; but only to the
extent that the aggregate amount of such Net Award so remaining and all amounts
theretofore paid to Tenant pursuant to this sentence do not exceed $250,000.00.
If such amounts exceed $250,000.00, the excess may be retained by Landlord and
applied in reduction of the principal amount of the indebtedness secured by any
Permitted Deed of Trust then outstanding at Landlord's sole option.  If Landlord
retains any such amount the Basic Rent payable on or after the second Basic Rent
Payment Date occurring after such retention shall be reduced equitably, but in
no event shall the Basic Rent be reduced to an amount less than the Debt Service
Amounts.  In the event of such temporary requisition, Tenant shall be entitled
to receive the entire Net Award payable by reason of such temporary requisition
or portion of such temporary requisition occurring during the term hereof, less
any costs incurred by the Landlord in connection therewith.  If the cost of any
repairs required to be made by Tenant pursuant to this subsection 14(c) shall
exceed the amount of the Net Award, the deficiency shall be paid by Tenant.
Notwithstanding anything herein to the contrary, no payments shall be made to
Tenant pursuant to this subsection 14(c) if any default or Event of Default
shall have happened and shall be continuing under this Lease.

     (d) For the purposes of this Lease the term "Net Award" shall mean:  (i)
all amounts payable as a result of any condemnation or other eminent domain
proceeding, less all expenses for such proceeding not otherwise paid by Tenant
in the collection of such amounts, plus (ii) all amounts payable pursuant to any
agreement with any condemning authority (which agreement shall be deemed to be a
taking) which has been made in settlement of or under threat of any condemnation
or other eminent domain proceeding affecting the Premises, less all

                                      -24-

expenses incurred as a result thereof not otherwise paid by Tenant and the
collection of such amounts.

     (e) Any minor condemnation or taking of the Premises for the construction
or maintenance of streets or highways shall not be considered a condemnation or
taking for purposes of this Section 14 so long as the Premises shall not be
materially or adversely affected, ingress and egress for the remainder of the
Premises shall be adequate for the business of Tenant and the provisions of any
Permitted Deed of Trust relating thereto shall be complied with.  Tenant agrees
that it will notify Landlord of any such condemnation.

     (f) Notwithstanding anything in this Section 14 to the contrary, during any
period of time when there continues to exist a default by Tenant under the terms
of this Lease, Landlord, in the exercise of its sole and absolute discretion,
shall have the right to receive any Net Award and to apply same toward payment
of any indebtedness owed to any Permitted Beneficiary instead of allowing such
Net Award to be used by Tenant for the rebuilding or restoration of any affected
portion of the Premises.  In such event, there shall be an equitable adjustment
in the Rent/Termination Value after any cure of such default, to become
effective as of the date of such cure.

     15.  Procedure After Purchase Offer; Procedure in Event of Purchase.
          -------------------------------------------------------------- 

     (a) If Landlord shall reject any Purchase Offer not later than the tenth
(10th) day prior to the Termination Date or purchase date specified in such
Purchase Offer, this Lease shall terminate on such date (except with respect to
obligations and liabilities of Tenant under this Lease, actual or contingent,
which have arisen on or prior to such termination, all of which shall survive
any termination of this Lease), upon payment by Tenant of the Basic Rent,
Additional Rent and all other sums then due and payable hereunder to and
including the date of termination without offset or deduction for any reason.
Upon a purchase of the Premises pursuant to subsection 14(c) and the payment to
the Landlord of the purchase price set forth on Exhibit F, Landlord shall convey
                                                ---------                       
the Premises and all its right, title and interest in and to the Net Award
(whether or not such Award shall have been received by Landlord), to Tenant or
its designee, as provided in subsections 15(b), 15(c) and 15(e) below.

     (b) If the Premises or any part thereof shall be purchased by Tenant
pursuant to any provision of this Lease, Landlord need not transfer and convey
to Tenant or its designee any better title thereto than existed on the date of
the commencement of this Lease, and Tenant shall accept such title subject to
such liens, encumbrances, charges, exceptions and restrictions on, against or
relating to the Premises (including those arising pursuant to the terms of this
Lease) and to all applicable laws, regulations and ordinances, but free of the
Permitted Deed of Trust and all other mortgages, liens, encumbrances, charges,
exceptions and restrictions which shall have been created by or resulted from
acts or failures to act of Landlord.
     (c) On the date fixed for any such purchase, Tenant shall pay to Landlord,
at any place within the United States of America designated by Landlord, the
applicable purchase

                                      -25-

price set forth on Exhibit F therefor, together will all installments of Basic
                   ---------                                                  
Rent and all other sums then due under this Lease and unpaid to and including
the date of purchase without offset or deduction for any reason, and Landlord
shall deliver to Tenant a special warranty deed conveying title to the Premises
of the character described in subsection 15(b) above and subsection 15(e) below,
and describing the Premises or portion thereof being sold and conveying the
title thereto, together with such instruments as shall be necessary to transfer
to Tenant or its designee any other property then required to be transferred by
Landlord pursuant to this Lease.  Tenant shall pay all charges incident to such
conveyance and transfer, including counsel fees, escrow fees, recording fees,
title insurance premiums and all applicable federal, state and local taxes
(other than any income or franchise taxes levied upon or assessed against
Landlord) which may be incurred or imposed by reason of such conveyance and
transfer (collectively, the "Transfer Costs").

     (d) Upon the completion of such purchase, but not prior thereto (whether or
not any delay in the completion of, or the failure to complete such purchase
shall be the fault of Landlord), this Lease and all obligations hereunder
(including the obligations to pay Basic Rent and Additional Rent) shall
terminate, except with respect to (i) obligations and liabilities of Tenant,
actual or contingent, under this Lease which arose on or prior to such date of
purchase, (ii) those obligations contained in subsection 7(c) and Section 8,
(iii) the Environmental Indemnity Agreement, and (iv) those obligations which
are to survive the expiration or termination of this Lease as expressly provided
by the terms of this Lease.

     (e) The special warranty deed to be delivered pursuant to Section 15(c)
above shall contain, without limitation, the following provisions: "(a) GRANTEE
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN THIS DEED, GRANTOR HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE
MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION,
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO
THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, EXCEPT WITH
RESPECT TO THE CONTINUING OBLIGATION OF GRANTOR TO REMEDIATE

                                      -26-

CERTAIN PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE NEED ARISE, AS
EXPRESSLY SET FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT, (b) GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN IN OCCUPANCY OF THE PROPERTY
AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR, (c) GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY GRANTOR WITH RESPECT TO
THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES
NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, (d)
GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE
OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT,  EMPLOYEE,
SERVANT OR OTHER PERSON, (e) GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN
IS MADE ON AN "AS IS" CONDITION AND BASIS, WITH ALL FAULTS, EXCEPT WITH RESPECT
TO THE CONTINUING OBLIGATION OF GRANTOR TO REMEDIATE CERTAIN PRE-EXISTING
ENVIRONMENTAL CONDITIONS SHOULD THE NEED ARISE, AS EXPRESSLY SET FORTH IN THE
ENVIRONMENTAL INDEMNITY AGREEMENT, (f) GRANTOR HAS NOT MADE, DOES NOT MAKE, AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE OF THE PROPERTY
OR ANY ACTIVITY OCCURRING PRIOR TO THE CLOSING DATE WITH APPLICABLE
ENVIRONMENTAL LAWS, THE EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS
MATERIALS, SUBSTANCES, OR WASTES AS THOSE TERMS ARE DEFINED UNDER ENVIRONMENTAL
LAWS OR ANY OTHER SUBSTANCE THAT IS CONSIDERED HAZARDOUS OR TOXIC, OR THE
EXISTENCE IN OR ON THE PROPERTY OF ANY INDUSTRIAL OR SOLID WASTE OR ANY
FACILITY, AS THOSE TERMS ARE DEFINED UNDER APPLICABLE ENVIRONMENTAL LAWS, (g)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT
WITH RESPECT TO THE CONTINUING OBLIGATION OF GRANTOR TO REMEDIATE CERTAIN PRE-
EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE NEED ARISE, AS EXPRESSLY SET FORTH
IN THE ENVIRONMENTAL INDEMNITY AGREEMENT, GRANTEE HEREBY WAIVES AND RELEASES
GRANTOR, OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS,
DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN
OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH GRANTEE NOW HAS OR WHICH MAY ARISE IN
THE FUTURE ON ACCOUNT OF OR IN ANY WAY GROWING OUT OF OR CONNECTED WITH THE
PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ANY LAW OR

                                      -27-

REGULATION APPLICABLE TO IT, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. SECTION 9601
ET SEQ.  OR SIMILAR STATE STATUTES, (h) NOTWITHSTANDING ANY OTHER PROVISION OF
- ------                                                                        
THIS AGREEMENT TO THE CONTRARY, EXCEPT WITH RESPECT TO THE CONTINUING OBLIGATION
OF GRANTOR TO REMEDIATE CERTAIN PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE
NEED ARISE, AS EXPRESSLY SET FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT,
GRANTEE ASSUMES THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY
NOT HAVE BEEN REVEALED BY ITS OWN INVESTIGATION AND AGREES TO INDEMNIFY AND HOLD
GRANTEE HARMLESS AGAINST, ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS,
RIGHTS, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR
UNKNOWN, FORESEEN OR UNFORESEEN, ARISING OUT OF THE CURRENT OR PRIOR PHYSICAL
AND ENVIRONMENTAL CONDITION OF THE PROPERTY."

     16.  Assignment and Subletting.  Tenant may sublet all or any part of the
          -------------------------                                           
Premises and may assign all of its rights and interests under this Lease without
the consent of Landlord, so long as (i) each such sublease or assignment shall
expressly be made subject to the provisions of this Lease, (ii) any such
sublessee or assignee shall, upon request of Permitted Beneficiary, execute a
Non-Disturbance and Attornment Agreement with Landlord and any Permitted
Beneficiary as may be reasonably required by either of such parties, (iii)
Tenant shall remain primarily liable to Landlord under this Lease and Tenant's
liability shall not in any way be reduced, limited or released, (iv) any such
sublease or assignment has no adverse impact or effect on any tax treatment of
Landlord in connection with the Premises or any transaction, (v) any such
sublease shall not extend beyond the Term of this Lease (either the Primary Term
or, if this Lease has been extended as hereinbefore provided, any Extended
Term), and (vi) any such sublease or assignment shall not be for or affect less
than 15,000 square feet of the leased space of the Premises, or have the effect
of creating more than a total of five (5) parties then having an interest in the
Premises as a tenant, subtenant and/or assignee.  If Tenant assigns all its
rights and interests under this Lease, the assignee under such assignment shall
expressly assume all the obligations of Tenant hereunder in an instrument,
approved by Landlord as to form and substance (which approval will not be
unreasonably withheld or delayed), delivered to Landlord at the time of such
assignment.  No assignment or sublease made as permitted by this Section 16
shall affect or reduce any of the obligations of Tenant hereunder, and all such
obligations shall continue in full force and effect as obligations of a
principal and not as obligations of a guarantor or surety, to the same extent as
though no assignment or subletting had been made; provided that performance by
any such assignee or sublessee of any of the obligations of Tenant under this
Lease shall be deemed to be performance by Tenant.  No sublease or assignment
made as permitted by this Section 16 shall impose any obligations on Landlord or
otherwise affect any of the rights of Landlord under this lease.  Neither this
Lease nor the Term hereby demised shall be mortgaged, pledged or hypothecated by
Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and

                                      -28-

to any sublease of the Premises or the rentals payable thereunder.  Any
mortgage, pledge, sublease or assignment made in violation of this Section 16
shall be void.  Tenant shall, within ten (10) days after the execution and
delivery of any such assignment or sublease of all or substantially all of the
Premises, deliver a conformed copy thereof to Landlord.  Within ten (10) days
after the execution and delivery of any sublease of a portion of the Premises,
Tenant shall give notice to Landlord of the existence and term thereof, and of
the name and address of the sublessee thereunder.  Notwithstanding anything in
this Lease to the contrary, Tenant shall not sublease any portion of the
Premises or assign this Lease if the effect of such sublease or assignment would
be to cause the Premises or any portion thereof to be considered as being
property used by a tax-exempt entity or other entity, with the result that some
or all of the federal, state or municipal income tax deductions which Landlord
otherwise would be permitted to report with respect to the Premises or with
respect to the Lease would be deferred or denied, or cause this Lease not to be
considered as a true lease for federal income tax purposes.

     17.  Additional Tenant Covenants and Representations.  Notwithstanding any
          -----------------------------------------------                      
other provisions of this Lease to the contrary, Tenant covenants and represents
to Landlord and to Permitted Beneficiary as follows:

     (a) Except as may be otherwise expressly provided in Section 11 of this
Lease with respect to Permitted Alterations, Tenant shall not expend any of
Tenant's funds for any portion of the Renovations or for the Fees and Costs,
without the prior written consent of Landlord and Permitted Beneficiary (which
consent may be withheld or denied by such parties in their sole and absolute
discretion), and the total cost of all Renovations shall be provided by Landlord
in the amounts set forth on the development budget attached hereto as Exhibit I;
                                                                      ----------

     (b) The Premises are currently and, after the Renovations are complete,
will be susceptible to use by parties other than Tenant;

     (c) Tenant shall, at all times and for all purposes, treat this Lease as
and consider it to be an operating lease, including, without limitation, for
purposes of all federal income tax returns, and all reports and information
supplied or reported to the Internal Revenue Service; and

     (d) Tenant shall not make any Permitted Alterations, Renovations,
improvements, alterations, additions, replacements or substitutions to or of any
portion of the Premises which could (i) constitute or be construed as taxable
income to Landlord, (ii) result in some or all of the federal, state or
municipal income tax deductions which Landlord would otherwise be permitted to
report with respect to Premises or this Lease being deferred or denied, (iii)
cause Tenant to be deemed to have acquired an interest in the fee title to the
Premises, or (iv) cause this Lease not to be considered as a true lease for
federal income tax purposes.
     18.  Financial Statements.
          -------------------- 

                                      -29-

     (a) Tenant shall provide (i) within sixty (60) days of the end of each
fiscal quarter of Tenant, other than the fourth fiscal quarter of each year,
unaudited quarterly balance sheets, statements of earnings, and statements of
cash flow for the quarter then ended; and (ii) within one hundred twenty (120)
days of the end of each fiscal year of Tenant, annual audited balance sheets,
statements of earnings, and statements of cash flow for Tenant for the year then
ended. Quarterly reports on Form 10-Q as filed with the Securities and Exchange
Commission shall satisfy the requirements contained in (i) above.  Audited
financial statements contained in, or incorporated by reference in, an Annual
Report on Form 10-K as filed with the Securities and Exchange Commission shall
satisfy the requirements contained in (ii) above.

     (b) Landlord and/or Permitted Beneficiary shall have the right to visit and
inspect the Premises, at all reasonable times and as often as may be reasonably
requested.  Tenant shall also provide to Landlord and/or Permitted Beneficiary
any information regarding the business, affairs or financial condition of Tenant
as Landlord or Permitted Beneficiary may reasonably request from time to time
including, but not limited to, any information requested of Landlord or
Permitted Beneficiary from (i) a governmental agency having jurisdiction over
Landlord or Permitted Beneficiary, (ii) any investment financial rating service
such as Standard & Poor's Corporation or Moody's Investment Service, or (iii)
the United States National Association of Insurance Commissioners or similar
organizations or their successors.

    (c) In no event shall Tenant be required to provide for review or copying of
any information which is (i) subject to an attorney-client or attorney work-
product privilege, (ii) not customarily provided to Standard & Poor's
Corporation, Moody's Investment Service, or any other investment/financial
rating service, or (iii) prohibited from disclosure by applicable law.

    (d) Tenant shall not be required to pay or reimburse Landlord or Permitted
Beneficiary for expenses of inspection or for copies as contemplated above
unless an Event of Default has occurred.

    (e) Landlord will use its best efforts to treat any information from Tenant
as confidential information, if such information is marked "confidential" by
Tenant when provided to Landlord; provided, however, that nothing herein
                                  -----------------                     
contained shall limit or impair the right or obligation of Landlord to disclose
such information: (i) to its auditors, attorneys, employees or agents, (ii) when
required by any law, ordinance or governmental order, regulation, rule, policy,
investigation or any regulatory request, (iii) as may be requested or
appropriate in any report, statement or testimony submitted to any municipal,
state, provincial or Federal regulatory body having or claiming to have
jurisdiction over Landlord, or to the United States National Association of
Insurance Commissioners, the National Association of Securities Dealers or
similar organizations or their successors, (iv) as may be requested in any
report, statement or testimony provided or submitted to any financial investment
rating service, such as Standard & Poor's Corporation or Moody's Investment
Service, (v) which is publicly available to Landlord, (vi) in connection with
any proceeding, case or matter pending

                                      -30-

(or on its face purported to be pending) before any court, tribunal, arbitration
board or any governmental agency, commission authority, board or similar entity,
(vii) in connection with the enforcement of its rights under or in respect of
this Lease after the occurrence of an Event of Default, or (viii) in connection
with any transfer of any of Landlord's interest in this Lease (it being
understood and agreed that any such assignee shall itself be bound by the terms
and provisions hereof).

    19.       Permitted Contests.  Tenant shall not be required to (i) pay any
              ------------------                                              
Imposition (as hereinafter defined); (ii) comply with any statute, law, rule,
order, regulation or ordinance; (iii) discharge or remove any lien, encumbrance
or charge (except with respect to the Previous Construction, Permitted
Alterations and the Renovations), or (iv) obtain any waivers or settlements or
make any changes to take any action with respect to any encroachment, hindrance,
obstruction, violation or impairment referred to in subsection 10(b), so long as
Tenant shall contest, in good faith and at its expense, the existence, the
amount or the validity thereof, the amount of the damages caused thereby, or the
extent of its liability therefor, by appropriate proceedings during the pendency
of which there is prevented (A) the collection of, or other realization upon,
the tax, assessment, levy, fee, rent or charge or lien, encumbrance or charge so
contested; (B) the sale, forfeiture or loss of the Premises, or any part
thereof, or the Basic Rent or any Additional Rent, or any portion thereof; (C)
any interference with the use or occupancy of the Premises or any part thereof;
and (D) any interference with the payment of the Basic Rent or any Additional
Rent, or any portion thereof.  While any such proceedings are pending, Landlord
shall not have the right to pay, remove or cause to be discharged the tax,
assessment, levy, fee, rent or charge or lien, encumbrance or charge thereby
being contested.  Tenant further agrees that each such contest shall be promptly
prosecuted to a final conclusion.  Tenant shall pay, indemnify and save Landlord
and Permitted Beneficiary harmless against, any and all losses, judgments,
decrees and costs (including all attorneys' fees, appearance costs and expenses)
in connection with any such contest and shall, promptly after the final
settlement, compromise or determination of such contest, fully pay and discharge
the amounts which shall be levied, assessed, charged or imposed or be determined
to be payable therein or in connection therewith, together will all penalties,
fines, interests, costs and expenses thereof or in connection therewith, and
perform all acts, the performance of which shall be ordered or decreed as a
result thereof; provided, however, that nothing herein contained shall be
construed to (a) require Tenant to pay or discharge any lien, encumbrance or
other charge created by any act or failure to act of Landlord or the payment of
which by Tenant is not otherwise required hereunder, or (b) apply in any respect
to the Previous Construction or the Renovations.  No such contest shall subject
Landlord or any Permitted Beneficiary to the risk of any criminal liability.
Tenant shall give such reasonable security to Landlord or such Permitted
Beneficiary as may be demanded by Landlord or such Permitted Beneficiary to
insure compliance with the foregoing provision of this Section 19.

                                      -31-

    20.  Conditional Limitations; Default Provisions.
         ------------------------------------------- 

    (a) Any of the following occurrences or acts shall constitute an event of
default (herein called an "Event of Default") under this Lease:

   (i)  If Tenant, at any time during the continuance of this Lease (and
        regardless of the pendency of any bankruptcy, reorganization,
        receivership, insolvency or other proceedings, at law, in equity, or
        before any administrative tribunal, which have or might have the effect
        of preventing Tenant from complying with the terms of this Lease), shall
        (1) fail to make any payment when due of Basic Rent, Additional Rent or
        other sum herein required to be paid by Tenant hereunder and such
        failure continues for five (5) business days, or (2) fail to observe or
        perform any other provision hereof or any provision of any Assignment of
        Lease and Rents, dated as of the date hereof (the "Assignment"), or any
        Tenant Certificate from Landlord and/or Tenant to Permitted Beneficiary,
        for thirty (30) days after notice to Tenant of such failure has been
        given (provided, that in the case of any default referred to in this
        Lease which cannot with diligence be cured within such 30-day period,
        then upon receipt by Landlord of a Tenant's Certificate stating the
        reason such default cannot be cured within thirty (30) days and
        providing that Tenant is proceeding with due diligence to cure such
        default, the time within which such failure may be cured shall be
        extended for such period as may be necessary to complete the curing of
        the same with diligence); or

  (ii)  if any representation or warranty of Tenant set forth in any notice,
        certificate, demand, request or other instrument delivered pursuant to,
        or in connection with, this Lease, or Assignment shall prove to be
        either false or misleading in any material respect as of the time when
        the same shall have been made; or
 
 (iii)  if Tenant shall file a petition commencing a voluntary case under the
        Federal Bankruptcy Code or any other federal or state law (as now or
        hereafter in effect) relating to bankruptcy, insolvency, reorganization,
        winding-up or adjustment of debts (hereinafter collectively called
        "Bankruptcy Law") or if Tenant shall (A) apply for or consent to the
        appointment of, or the taking of possession by, any receiver, custodian,
        trustee, United States Trustee or liquidator (or other similar official)
        of the Premises or any part thereof or of any substantial portion of
        Tenant's property, or (B) generally not pay its debts as they become
        due, or admit in writing its inability to pay its debts generally as
        they become due or (C) make a general assignment for the benefit of its
        creditors, or (D) fail to controvert in timely and appropriate manner,
        or in writing acquiesce to, any petition commencing an involuntary case
        against Tenant, or otherwise filed against Tenant pursuant to any
        Bankruptcy Law, or (E) take any action in furtherance of any of the
        foregoing; or

                                      -32-

  (iv)  if an order for relief against Tenant shall be entered in any
        involuntary case under the Federal Bankruptcy Code or any similar order
        against Tenant shall be entered pursuant to any other Bankruptcy Law, or
        if a petition commencing an involuntary case against Tenant or proposing
        the reorganization of Tenant under any Bankruptcy Law shall be filed and
        not be discharged or denied within sixty (60) days after such filing, or
        if a proceeding or case shall be commenced in any court of competent
        jurisdiction seeking (A) the liquidation, reorganization, dissolution,
        winding-up or adjustment of debts of Tenant or (B) the appointment of a
        receiver, custodian, trustee, United States Trustee or liquidator (or
        any similar official) of the Premises or any part thereof or of Tenant
        or of any substantial portion of Tenant's property, or (C) any similar
        relief as to Tenant pursuant to any Bankruptcy Law, and any such
        proceeding or case shall continue undismissed, or an order, judgement or
        decree approving or ordering any of the foregoing shall be entered and
        continue unstayed and in effect for sixty (60) days; or

   (v)  if the Premises shall be left both unattended and without maintenance as
        provided herein, for a period of ten (10) business days; or

  (vi)  if there occurs any default under any of Tenant's obligations under (1)
        that certain Tax Indemnity Agreement executed by Tenant in favor of
        Landlord dated as of even date with this Lease (the "Tax Indemnity
        Agreement"), (2) the Environmental Indemnity Agreement, (3) that certain
        Local Tax Benefits Indemnity Agreement executed by Tenant in favor of
        Landlord and Principal Mutual Life Insurance Company, dated as of even
        date with this Lease, (4) that certain Agreement Regarding Liens
        executed by Tenant in favor of Landlord and Principal Mutual Life
        Insurance Company, dated as of even date with this Lease, and (5) that
        certain Tenant Certificate (with Nondisturbance, Attornment, Notice and
        Estoppel Agreement) executed by Tenant, Landlord and Principal Mutual
        Life Insurance Company contemporaneously with this Lease; provided,
        however, that if any notice and/or grace periods are specifically
        provided for any of such defaults by the terms of any of such documents,
        such default shall not constitute an Event of Default under this Lease
        until such default continues uncured beyond any such notice and/or grace
        periods as may be specifically provided therefor in such document, and
        provided further, that no notice or grace periods provided for in this
        Lease shall apply to any such defaults under any of such other
        documents; or

 (vii)  if Tenant fails to deliver to Landlord and Permitted Beneficiary, no
        sooner than 150 days after completion of the Previous Construction, any
        Permitted Alterations, or the Renovations and no later than 185 days
        after the completion of the Previous Construction, any Permitted
        Alterations and the Renovations, a

                                      -33-

       Title Update, together with copies of all documents listed therein,
       describing all documents recorded in connection with the Premises since
       the date of this Lease; or

(viii) any failure of Tenant to obtain the written, recordable release of or to
       bond off the Premises any mechanic's, materialman or other lien described
       in the Title Update pertaining to the Renovations, any Permitted
       Alterations or the Previous Construction, within 30 days after receipt of
       the Title Update by Tenant.

(b)    If an Event of Default shall have happened and be continuing, Landlord
       shall have, in its sole discretion, the following rights:

   (i) To give Tenant written notice of Landlord's intention to terminate the
       Term of this Lease on a date specified in such notice. Thereupon, the
       Term of this Lease and the estate hereby granted shall terminate on such
       date as completely and with the same effect as if such date were the date
       fixed herein for the expiration of the Term of this Lease, and all rights
       of Tenant hereunder shall terminate, but Tenant shall remain liable as
       provided herein.

  (ii) To (A) re-enter and repossess the Premises or any part thereof by force,
       summary proceedings, ejections or otherwise and (B) remove all persons
       and property therefrom, whether or not the Lease has been terminated
       pursuant to subsection 20(b)(i) above, Tenant hereby expressly waiving
       any and all notices to quit, cure or vacate provided by current or any
       future law. Landlord shall have no liability by reason of any such re-
       entry, repossession or removal. No such re-entry or taking of possession
       of the Premises by Landlord shall be construed as an election on
       Landlord's part to terminate this Lease unless a written notice of such
       intention be given to Tenant pursuant to subsection 20(b)(i) above.

 (iii) To (but shall be under no obligation to) relet the Premises or any part
       thereof for the account of Tenant, in the name of Tenant or Landlord or
       otherwise, without notice to Tenant, for such term or terms (which may be
       greater or less than the period which would otherwise have constituted
       the balance of the term of this Lease) and on such conditions (which may
       include concessions or free rent) and for such uses Landlord, in its
       absolute discretion, may determine. Landlord may collect and receive any
       rents payable by reason of such reletting. Landlord shall not be
       responsible or liable for any failure to relet the Premises or any part
       thereof or for any failure to collect any rent due upon any such
       reletting.

  (iv) To recover from Tenant, and Tenant shall pay to Landlord on demand, as
       and for liquidated and agreed final damages, and not as a penalty, for
       Tenant's

                                      -34-

       default, and in lieu of all current damages beyond the date of such
       demand, an amount determined in accordance with Exhibit F, it being
                                                       ---------
       acknowledged and agreed by both Landlord and Tenant that during the
       continuation of any Event of Default, an amount determined in accordance
       with Exhibit F shall be fair and appropriate, and payable as liquidated
            ---------
       damages, and not as a penalty, and is an amount which is discounted to
       present net value. If any law shall limit the amount of such liquidated
       final damages to less than the amount above agreed upon, Landlord shall
       be entitled to the maximum amount allowable under such statute or rule of
       law.

   (v) To accept Tenant's irrevocable Purchase Offer which Tenant shall be
       conclusively presumed to have made upon the occurrence of an Event of
       Default. The Purchase Offer shall be deemed to contain an immediate
       closing date and the purchase shall be governed by the terms and
       conditions set forth in subsections 15(b), 15(c), 15(d) and 15(e) of this
       Lease.

  (vi) To continue this Lease in effect for so long as Landlord does not
       terminate Tenant's right to possession of the Premises and Landlord may
       enforce all of its rights and remedies hereunder including without
       limitation the right to recover all Basic Rent, Additional Rent and other
       sums payable hereunder as the same become due.

 (c)   No termination of this Lease pursuant to subsection 20(b)(i), or by
operation of law or otherwise, and no repossession of the Premises or any part
thereof pursuant to subsection 20(b)(ii) or otherwise, and no reletting of the
Premises or any part thereof pursuant to subsection 20(b)(iii), shall relieve
Tenant of its liabilities and obligations hereunder, all of which shall survive
such expiration, termination, repossession or reletting.

 (d)   Notwithstanding anything in this Section 20 to the contrary, Landlord
agrees that Landlord shall pursue the remedy described above in subsection
(b)(iv) only after Landlord has pursued and been denied the remedy described
above in subsection (b)(v).

 21.   Additional Rights of Landlord.
       ----------------------------- 

 (a)   No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
The failure of Landlord to insist at any time upon the strict performance of any
covenant or agreement or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. A receipt by Landlord of any Basic Rent, any Additional
Rent or any other sum payable hereunder with knowledge of the breach of any
covenant or agreement contained in this Lease shall not be deemed a waiver of
such breach, and no waiver by Landlord of any

                                      -35-

provision of this Lease shall be deemed to have been made unless expressed in
writing and signed by Landlord.  In addition to other remedies provided in this
Lease, Landlord shall be entitled, to the extent permitted by applicable law, to
injunctive relief in case of the violation, or attempted or threatened
violation, of any of the covenants, agreements, conditions or provisions of this
Lease, or to decree compelling performance of any of the covenants, agreements,
conditions or provisions of this Lease, or to any other remedy allowed to
Landlord at law or in equity.

    (b)    Tenant hereby waives and surrenders for itself and all those claiming
under it, including creditors of all kinds, (i) any right or privilege which it
or any of them may have under any present or future constitution, statute or
rule of law to redeem the Premises or to have a continuance of this Lease for
the term hereby demigod after termination of Tenant's right of occupancy by
order or judgment of any court or by any legal process or writ, or under the
terms of this Lease or after the termination of the term of this Lease as herein
provided, and (ii) the benefits of any present or future constitution, statute
or rule of law which exempts property from liability for debt or for distress
for rent.

    22.    Notices, Demands and Other Instruments.  All notices, demands,
           --------------------------------------                        
requests. consents, approvals and other instruments required or permitted to be
given pursuant to the terms of this Lease shall be in writing and shall be
deemed to have been properly given if (a) with respect to Tenant, sent by
certified or registered mail, postage prepaid, or sent by telegram, overnight
express courier, facsimile followed by overnight express delivery or delivered
by hand, in each case addressed to Tenant at its address first above set forth,
and (b) with respect to Landlord, sent by certified or registered mail, postage
prepaid, or sent by telegram, overnight express courier, facsimile followed by
overnight express delivery or delivered by hand in each case, addressed to
Landlord at its address first above set forth along with a copy to the Permitted
Beneficiary delivered in the same manner.  Landlord and Tenant shall each have
the right from time to time to specify as its address for purposes of this Lease
any other address in the United States of America upon fifteen (15) days'
written notice thereof, similarly given, to the other party and Permitted
Beneficiary.

    23.    Estoppel Certificate.
           -------------------- 

    (a)    Tenant shall at any time and from time to time, upon not less than
twenty (20) days' prior request by Landlord or by Permitted Beneficiary,
execute, acknowledge and deliver to Landlord or Permitted Beneficiary an
executed Tenant's Certificate on the form attached hereto as Exhibit H
                                                             ---------
(appropriately modified to reflect facts as of the date so delivered).  Any such
certificate may be relied upon by any mortgagee or prospective purchaser or
prospective mortgagee of the Premises.

    (b)    From time to time during the term of this Lease, Landlord expects to
secure financing of its interest in the Premises by assigning Landlord's
interest in this Lease and the sums payable hereunder.  In the event of any such
assignment to a Permitted Beneficiary,

                                      -36-

Tenant will, upon not less than ten (10) days' prior request by Landlord,
execute, acknowledge and deliver to Landlord a consent to such assignment
addressed to such Permitted Beneficiary in a form satisfactory to such Permitted
Beneficiary: and Tenant will produce. at Landlord's expense, such certificates.
opinions of counsel and other documents as may be reasonably requested by such
Permitted Beneficiary.

    24.    No Merger.  There shall be no merger of this Lease or the
           ---------                                                
leasehold estate hereby created with the fee estate in the Premises or any part
thereof by reason of the same person acquiring or holding, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest in
this Lease or in such leaseholder estate as well as the fee estate in the
Premises or any portion thereof.

    25.    Surrender.  Upon the termination of this Lease, Tenant shall
           ---------                                                   
peaceably surrender the Premises to Landlord in the same condition in which they
were received from Landlord at the commencement of this Lease, except as altered
as permitted or required by this Lease and except for ordinary wear and tear,
and in the condition of a class A office building of similar size, use,
appearance and occupancy located in the Dallas/Fort Worth greater metropolitan
area; provided, however, that the condition of the Premises surrendered upon
termination may not be the same as received from Landlord at the commencement of
this Lease to the extent of any construction in progress at the time of the
execution of this Lease, and the Premises shall be in sound, completed
condition, in good order and broom clean upon termination and without any
construction then being in progress.  So long as Tenant is not in default
hereunder, Tenant may remove from the Premises, prior to or within a reasonable
time (not to exceed thirty (30) days) after the expiration or termination of the
Term of this Lease, all property owned by Tenant, and, at Tenant's expense,
shall at such times of removal, repair any damage caused by such removal.
Property not removed within said thirty (30) day period (including, without
limitation, any trade fixtures of Tenant) shall become the property of Landlord.
Landlord may, after the expiration of such thirty (30) day period, cause such
property to be removed and the cost of removal and disposition, as well as the
cost of repairing any damage caused by such removal, shall be borne by Tenant.
Notwithstanding anything to the contrary contained herein, upon termination or
expiration of this Lease, all fixtures, excluding Tenant's trade fixtures timely
removed as hereinbefore described, but including, without limitation, the
heating, ventilation and air conditioning systems, shall remain on the Promises
at all times and shall become the property of Landlord.  The provisions of this
Section 25 shall survive any termination or expiration of this Lease.

    26.    Separability.  Each and every covenant and agreement contained in
           ------------                                                     
this Lease is separate and independent, and the breach of any thereof by
Landlord shall not discharge or relieve Tenant from any obligation hereunder.
If any term or provision of this Lease or the application thereof to any person
or circumstances shall at any time be invalid and unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances or at any time other than those to which it is invalid or

                                      -37-

unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and shall be enforced to the extent permitted by law.

    27.    Savings Clause.  No provision contained in this Lease which
           --------------                                             
purports to obligate Tenant to pay any amount of interest or any fees, costs or
expenses which are in excess of the maximum permitted by applicable law, shall
be effective to the extent that it calls for payment of any interest or other
sums in excess of such maximum.

    28.    Binding Effect.  All of the covenants, conditions and obligations
           --------------                                                   
contained in this Lease shall be binding upon and inure to the benefit of the
respective successors and assigns of Landlord, Tenant and Permitted Beneficiary.

    29.    Memorandum of Lease.  If requested by Landlord, Tenant or
           -------------------                                      
Permitted Beneficiary, Landlord and Tenant shall enter into a memorandum of this
Lease reasonably acceptable to both parties and record the same in the
appropriate public records.  Such memorandum shall be recorded and shall reflect
the fact that the provisions of this Lease shall be superior to the lien of any
Permitted Deed of Trust.

    30.    Table of Contents, Headings.  The table of contents and headings
           ---------------------------                                     
used in this Lease are for convenient reference only and shall not to any extent
have the effect of modifying, amending or changing the provisions of this Lease.

    31.    Governing Law.  This Lease shall be governed by and interpreted
           -------------                                                  
under the laws of the state in which the Premises are located.

    32.    Certain Definitions.
           ------------------- 

    (a)    The term "Imposition" means:

           (i)  all taxes, assessments (including assessments for benefits from
                public works or improvements, whether or not begun or completed
                prior to the commencement of the term of this Lease and whether
                or not to be completed within said term), levies, fees, water
                and sewer rents and charges, and all other governmental charges
                of every kind, general and special, ordinary and extraordinary,
                whether or not the same shall have been within the express
                contemplation of the parties hereto, together with any interest
                and penalties thereon, which are, at any time, imposed or levied
                upon or assessed against (A) the Premises or any part thereof,
                (B) any Basic Rent, any Additional Rent reserved or payable
                hereunder, (C) this Lease or the leasehold estate hereby created
                or which arise in respect of the operation, possession,
                occupancy or use of the Premises;

                                      -38-

          (ii)  any gross receipts or similar taxes imposed or levied upon,
                assessed against or measured by the Basic Rent, Additional Rent
                or any other sums payable by Tenant hereunder or levied upon or
                assessed against the Premises;

         (iii)  all sales and use taxes which may be levied or assessed against
                or payable by Landlord or Tenant on account of the acquisition,
                leasing or use of the Premises or any portion thereof; and

          (iv)  all charges for water, gas, light, heat, telephone, electricity,
                power and other utilities and communications services rendered
                or used on or about the Premises.

    (b)   The term "Lease" means:

          this Lease and Agreement as amended and modified from time to time,
          together with any memorandum or short form of lease entered into for
          the purpose of recording.

    (c)   The term "Landlord" means:

          the owner, for the time being, of the rights of the lessor under this
          Lease and his heirs, successors and assigns, and upon any assignment
          or transfer of such rights, except an assignment or transfer made as
          security for an obligation, the assignor or transferor shall be
          relieved of all future duties and obligations under this Lease and the
          assignee or the transferee shall expressly agree in writing to be
          bound by and to assume all the covenants of Landlord hereunder.

    (d)   The term "Permitted Deed of Trust" means:

          that certain Deed of Trust, Security Agreement and Assignment of Rents
          executed by Landlord contemporaneously with the execution of this
          Lease, in favor of Principal Mutual Life Insurance Company, and any
          mortgage, deed of trust, security agreement, assignment of lease or
          other security instrument relating to the Premises and this Lease,
          subject and junior in priority to the rights of Tenant under this
          Lease, and securing the borrowing by Landlord from the Permitted
          Beneficiary.

    (e)   The term "Permitted Beneficiary" means:

          Principal Mutual Life Insurance Company, its successors and assigns
          if, and only if, a Permitted Deed of Trust exists.

                                      -39-

    (f)   The term "Purchase Offer" means:

          a rejectable, written offer delivered by Tenant to Landlord, executed
          by the president or any vice president of Tenant, irrevocably offering
          to purchase the Premises pursuant to the provisions of this Lease at a
          price determined in accordance with Exhibit F.
                                              --------- 

    (g)   The term "FAS 13" means:

          Statement of Financial Accounting Standards No. 13 as promulgated by
          the Financial Accounting Standards Board.

    (h)   The term "Lease Make-Whole Premium" means:

          that amount required to be paid to Landlord by Tenant at the time of a
          Lease termination as a yield maintenance protection of Landlord's
          equity investment in the Premises. The Lease Make-Whole Premium shall
          be calculated as follows:

          (i)   Determine the "Reinvestment Yield." The Reinvestment Yield will
                be determined in the following manner: (A) Landlord will select
                a U.S. Treasury Bond, Note or Bill which Landlord deems to be
                appropriate and which matures or is repayable as close as
                possible to October 15, 2010, (B) the yield for the Treasury
                Bond, Note or Bill selected as described in (A) above will be as
                published two weeks prior to the date of the termination of this
                Lease, (C) the yield determined in (B) above is to be converted
                to an equivalent monthly nominal yield, (D) the monthly nominal
                yield determined in (C) above shall be adjusted to an after tax
                yield by multiplying said yield by 1 minus .34. If there has
                been a tax rate change due to Federal Tax Law Changes as defined
                on Exhibit C, the yield will be by 1 minus the new rate due to
                   ---------
                Federal Tax Law Changes. The yield resulting in (D) is the
                Reinvestment Yield.

          (ii)  Calculate the "Present Value of the Leased Premises." The
                Present Value of the Leased Premises is the present value of the
                original after-tax cash flows anticipated by Landlord from this
                Lease and the Premises, assuming a sale of the Premises on
                October 15, 2010, only modified by Rent Adjustments as provided
                for in Section 5, discounted at the Reinvestment Yield.

          (iii) Determine the applicable equity investment balance as it is
                shown or would be shown on Landlord's financial statements if
                accounted for under GAP, utilizing the original assumptions used
                by Landlord for the

                                      -40-

          purchase of the Premises and modified only by Rent Adjustments as
          provided for in Section 5. Then, subtract the amount of the equity
          investment balance from the Present Value of the Leased Premises as of
          the date of Lease termination. Any resulting positive differential
          shall be divided by 1 minus .34. If there has been a tax rate change
          due to Federal Tax Law Changes as defined on Exhibit C, the positive
          differential will be divided by 1 minus the new rate due to the-
          Federal Tax Law Changes. Any positive quotient that results shall be
          the Lease Make-Whole Premium.

 (i)  The term "Loan Make-Whole Premium" means:

      the make whole premium set forth in those two certain Deed of Trust Notes
      executed by Landlord contemporaneously with the execution of this Lease,
      payable to Principal Mutual Life Insurance Company, and any prepayment
      premium or make whole premium or amount which Landlord is obligated to pay
      any other Permitted Mortgagee pursuant to the terms of loan documents
      executed by Landlord in favor of Permitted Mortgagee, including, without
      limitation, any Permitted Deed of Trust or note secured thereby, to the
      extent that the method of calculation of such amount shall have been
      disclosed in writing to Tenant prior to or concurrently with the execution
      of this Lease.

 (j)  The term "Hazardous Material" means:

      any hazardous or toxic material, substance or waste which is defined by
      those or similar terms or is regulated as such under any Environmental
      Laws.

 (k)  The term "Environmental Laws" means:

      any statute, law, ordinance, rule or regulation of any local, county,
      state or federal authority having jurisdiction over the Property or any
      portion thereof or its use, including but not limited to: the Federal
      Water Pollution Control Act (33 U.S.C. (S)1317 et seq.) as amended; (b)
      the Federal Resource Conservation and Recovery Act (42 U.S.C. (S)6901 et
      seq.) as amended; (c) the Comprehensive Environmental Response
      Compensation and Liability Act (42 U.S.C. (S)9601 et seq.) as amended; (d)
      the Toxic Substance Control Act (15 U.S.C. (S)2601 et seq.), amended; and
      (e) the Clean Air Act (42, U.S. (S)7401 et seq.), as amended.

 (l)  The term "Fees and Costs" means:

      project consultant fees, architect fees and engineering fees.

                                      -41-

 (m)  The term "Permitted Alterations" means:

      (i)  whether or not constituting any portion of the Renovations, any
           severable additions to or alterations, substitutions or replacements
           of the Improvements on the Premises, provided that (a) such
           additions, alterations, substitutions or replacements are readily
           removable without causing material damage to the Premises; (b) such
           additions, alterations, substitutions or replacements are not
           required in order to render the Premises complete for its intended
           use by Tenant; and (c) such additions, alterations, substitutions or
           replacements are not subject to a contract or option for purchase or
           sale between Landlord and Tenant at other than fair market value at
           the time of such purchase or sale; or

     (ii)  whether or not constituting any portion of the Renovations, any non-
           severable additions to or alterations, substitutions or replacements
           of the Improvements on the Premises, provided that (a) such
           additions, alterations, substitutions or replacements are not needed
           to complete the Premises for its intended use by Tenant; (b) Tenant
           is not entitled to any compensation for such additions, alterations,
           substitutions or replacements; (c) such additions, alterations,
           substitutions or replacements do not cause the Premises to become
           limited use property; and (d) such additions, alterations,
           substitutions or replacements are required by governmental health,
           safety, or environmental standards; or

    (iii)  whether or not constituting any portion of the Renovations, any non-
           severable additions to or alterations, substitutions or replacements
           of the Improvements on the Premises, provided that (a) such
           additions, alterations, substitutions or replacements are not needed
           to complete the Premises for its intended use by Tenant; (b) Tenant
           is not entitled to any compensation for such additions, alterations,
           substitutions or replacements; (c) such additions, alterations,
           substitutions or replacements do not cause the Premises to become
           limited use property; and (d) the cost of such additions,
           alterations, substitutions or replacements, when added to all
           previous Permitted Alterations by Tenant pursuant to this clause
           (iii), does not exceed $3,000,000.

  33. Exhibits and Attachments. The following are Exhibits A, B, C, D, E,
      ------------------------
F, G, H, I, J, K and L and Attachments 1, 2 and 3 referred to in this Lease,
which are hereby incorporated by reference herein and made a part thereof.

 (a)    Exhibit A to Lease: Legal Description

 (b)    Exhibit A-1 to Lease: Personal Property

                                      -42-

    (c)    Exhibit B to Lease: Basic Rent Payments

    (d)    Exhibit C to Lease: Assumptions

    (e)    Exhibit D to Lease: Termination Values
       
    (f)    Exhibit E to Lease: Self Insurance Certificate
       
    (g)    Exhibit F to Lease: Computation of Purchase Prices

    (h)    Exhibit G to Lease: [Reserved]

    (i)    Exhibit H to Lease: Tenant's Certificate
       
    (j)    Exhibit I to Lease: Development Budget
       
    (k)    Exhibit J to Lease: Environmental Remediation

    (l)    Exhibit K to Lease: Renovations

    (m)    Exhibit L to Lease: Environmental Indemnity Agreement
       
    (n)    Attachment 1 to Lease: Amortization Schedule
       
    (o)    Attachment 2 to Lease: Depreciation Components
       
    (p)    Attachment 3 to Lease: Calculation of Fair Market Values

    34.    Time for Performance of Obligations.  Whenever a date required for
           -----------------------------------                               
the performance of any obligations under this Lease, including, without
limitation, the payment of any amounts due under this Lease, is a Saturday,
Sunday or nationally recognized business holiday, the date for the performance
of such obligation shall be deemed to be the first business day immediately
following the date originally scheduled for such performance, a "business day"
being a day on which national banks are open for business as usual.

    35.    Nature of Landlord's Obligations.  Anything in this Lease to the
           --------------------------------                                
contrary notwithstanding, no recourse or relief shall be had under any rule of
law or equity, statute, constitution, or by any enforcement of any assessments
or penalties, or otherwise, or based on or in respect of this Lease (whether by
breach of any obligation, monetary or nonmonetary), against Landlord (or any
officer or partner of Landlord or any predecessor or successor corporation, or
other entity, of Landlord), it being expressly understood and agreed that any
obligations of Landlord under or relating to this Lease are solely obligations
payable out of the

                                      -43-

Premises and are compensable solely therefrom.  It is expressly understood that
all such liability has been and is being expressly waived and released as a
consideration for and as a condition of the execution of this Lease, and Tenant
expressly waives and releases all such liability as a condition of, and as a
consideration for, the execution of this Lease.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -44-

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

LANDLORD:                               Allen Office Investment Limited
                                        Partnership, a Texas limited
                                        partnership

                                        By:   Principal Mutual Life Insurance
                                              Company, an Iowa corporation, its
                                              sole general partner

                                              By:___________________________
                                              Name:_________________________
                                              Title:________________________

                                              By:___________________________
                                              Name:_________________________
                                              Title:________________________

TENANT:                                 TRW Inc., an Ohio corporation

                                              By:___________________________
                                              Name:_________________________
                                              Title:________________________

                                      -45-

                                   EXHIBIT B
                                   ---------

                              BASIC RENT PAYMENTS

-------------------------------- Date Rental Payment ---- -------------- -------------------------------- 11/15/93 $87,560.25 -------------------------------- 12/15/93 $87,560.25 -------------------------------- 1/15/94 $132,927.05 -------------------------------- 2/15/94 $1,074,597.97 -------------------------------- 3/15/94 $178,293.86 -------------------------------- 4/15/94 $178,293.86 -------------------------------- 5/15/94 $178,293.86 -------------------------------- 6/15/94 $178,293.86 -------------------------------- 7/15/94 $178,293.86 -------------------------------- 8/15/94 $178,293.86 -------------------------------- 9/15/94 $178,293.86 -------------------------------- 10/15/94 $178,293.86 -------------------------------- 11/15/94 $178,293.86 -------------------------------- 12/15/94 $178,293.86 -------------------------------- 1/15/95 $178,293.86 -------------------------------- 2/15/95 $405,772.67 -------------------------------- 3/15/95 $178,293.86 -------------------------------- 4/15/95 $178,293.86 -------------------------------- 5/15/95 $178,293.86 -------------------------------- 6/15/95 $178,293.86 -------------------------------- 7/15/95 $178,293.86 -------------------------------- 8/15/95 $178,293.86 --------------------------------
3142768.01
-------------------------------- Date Rental Payment ---- -------------- -------------------------------- -------------------------------- 9/15/95 $178,293.86 -------------------------------- 10/15/95 $620,285.14 -------------------------------- 11/15/95 $175,576.97 -------------------------------- 12/15/95 $175,576.97 -------------------------------- 1/15/96 $175,576.97 -------------------------------- 2/15/96 $175,576.97 -------------------------------- 3/15/96 $175,576.97 -------------------------------- 4/15/96 $175,576.97 -------------------------------- 5/15/96 $175,576.97 -------------------------------- 6/15/96 $175,576.97 -------------------------------- 7/15/96 $175,576.97 -------------------------------- 8/15/96 $175,576.97 -------------------------------- 9/15/96 $175,576.97 -------------------------------- 10/15/96 $877,648.68 -------------------------------- 11/15/96 $171,261.39 -------------------------------- 12/15/96 $171,261.39 -------------------------------- 1/15/97 $171,261.39 -------------------------------- 2/15/97 $171,261.39 -------------------------------- 3/15/97 $171,261.39 -------------------------------- 4/15/97 $171,261.39 -------------------------------- 5/15/97 $171,261.39 -------------------------------- 6/15/97 $171,261.39 -------------------------------- 7/15/97 $171,261.39 -------------------------------- 8/15/97 $171,261.39 --------------------------------
-2- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/97 $171,261.39 ---------------------------------- 10/15/97 $925,121.08 ---------------------------------- 11/15/97 $166,627.48 ---------------------------------- 12/15/97 $166,627.48 ---------------------------------- 1/15/98 $166,627.48 ---------------------------------- 2/15/98 $166,627.48 ---------------------------------- 3/15/98 $166,627.48 ---------------------------------- 4/15/98 $166,627.48 ---------------------------------- 5/15/98 $166,627.48 ---------------------------------- 6/15/98 $166,627.48 ---------------------------------- 7/15/98 $166,627.48 ---------------------------------- 8/15/98 $166,627.48 ---------------------------------- 9/15/98 $166,627.48 ---------------------------------- 10/15/98 $976,094.12 ---------------------------------- 11/15/98 $161,651.75 ---------------------------------- 12/15/98 $161,651.75 ---------------------------------- 1/15/99 $161,651.75 ---------------------------------- 2/15/99 $161,651.75 ---------------------------------- 3/15/99 $161,651.75 ---------------------------------- 4/15/99 $161,651.75 ---------------------------------- 5/15/99 $161,651.75 ---------------------------------- 6/15/99 $161,651.75 ---------------------------------- 7/15/99 $161,651.75 ---------------------------------- 8/15/99 $161,651.75 ----------------------------------
-3- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/99 $161,651.75 ---------------------------------- 10/15/99 $1,030,827.08 ---------------------------------- 11/15/99 $156,390.00 ---------------------------------- 12/15/99 $156,390.00 ---------------------------------- 1/15/00 $156,390.00 ---------------------------------- 2/15/00 $156,390.00 ---------------------------------- 3/15/00 $156,390.00 ---------------------------------- 4/15/00 $156,390.00 ---------------------------------- 5/15/00 $156,390.00 ---------------------------------- 6/15/00 $156,390.00 ---------------------------------- 7/15/00 $156,390.00 ---------------------------------- 8/15/00 $156,390.00 ---------------------------------- 9/15/00 $156,390.00 ---------------------------------- 10/15/00 $1,089,597.31 ---------------------------------- 11/15/00 $150,572.16 ---------------------------------- 12/15/00 $150,572.16 ---------------------------------- 1/15/01 $150,572.16 ---------------------------------- 2/15/01 $1,861,036.70 ---------------------------------- 3/15/01 $140,058.08 ---------------------------------- 4/15/01 $140,058.08 ---------------------------------- 5/15/01 $140,058.08 ---------------------------------- 6/15/01 $140,058.08 ---------------------------------- 7/15/01 $140,058.08 ---------------------------------- 8/15/01 $140,058.08 ----------------------------------
-4- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/01 $140,058.08 ---------------------------------- 10/15/01 $140,058.08 ---------------------------------- 11/15/01 $140,058.08 ---------------------------------- 12/15/01 $140,058.08 ---------------------------------- 1/15/02 $140,058.08 ---------------------------------- 2/15/02 $1,983,216.89 ---------------------------------- 3/15/02 $128,728.33 ---------------------------------- 4/15/02 $128,728.33 ---------------------------------- 5/15/02 $128,728.33 ---------------------------------- 6/15/02 $128,728.33 ---------------------------------- 7/15/02 $128,728.33 ---------------------------------- 8/15/02 $128,728.33 ---------------------------------- 9/15/02 $128,728.33 ---------------------------------- 10/15/02 $128,728.33 ---------------------------------- 11/15/02 $128,728.33 ---------------------------------- 12/15/02 $128,728.33 ---------------------------------- 1/15/03 $128,728.33 ---------------------------------- 2/15/03 $2,114,875.58 ---------------------------------- 3/15/03 $116,519.65 ---------------------------------- 4/15/03 $116,519.65 ---------------------------------- 5/15/03 $116,519.65 ---------------------------------- 6/15/03 $116,519.65 ---------------------------------- 7/15/03 $116,519.65 ---------------------------------- 8/15/03 $116,519.65 ----------------------------------
-5- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/03 $116,519.65 ---------------------------------- 10/15/03 $116,519.65 ---------------------------------- 11/15/03 $116,519.65 ---------------------------------- 12/15/03 $116,519.65 ---------------------------------- 1/15/04 $116,519.65 ---------------------------------- 2/15/04 $2,256,748.07 ---------------------------------- 3/15/04 $103,363.85 ---------------------------------- 4/15/04 $103,363.85 ---------------------------------- 5/15/04 $103,363.85 ---------------------------------- 6/15/04 $103,363.85 ---------------------------------- 7/15/04 $103,363.85 ---------------------------------- 8/15/04 $103,363.85 ---------------------------------- 9/15/04 $103,363.85 ---------------------------------- 10/15/04 $103,363.85 ---------------------------------- 11/15/04 $103,363.85 ---------------------------------- 12/15/04 $103,363.85 ---------------------------------- 1/15/05 $103,363.85 ---------------------------------- 2/15/05 $2,409,626.73 ---------------------------------- 3/15/05 $89,187.44 ---------------------------------- 4/15/05 $89,187.44 ---------------------------------- 5/15/05 $89,187.44 ---------------------------------- 6/15/05 $89,187.44 ---------------------------------- 7/15/05 $89,187.44 ---------------------------------- 8/15/05 $89,187.44 ----------------------------------
-6- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/05 $89,187.44 ---------------------------------- 10/15/05 $89,187.44 ---------------------------------- 11/15/05 $89,187.44 ---------------------------------- 12/15/05 $89,187.44 ---------------------------------- 1/15/06 $89,187.44 ---------------------------------- 2/15/06 $2,574,365.40 ---------------------------------- 3/15/06 $73,911.26 ---------------------------------- 4/15/06 $73,911.26 ---------------------------------- 5/15/06 $73,911.26 ---------------------------------- 6/15/06 $73,911.26 ---------------------------------- 7/15/06 $73,911.26 ---------------------------------- 8/15/06 $73,911.26 ---------------------------------- 9/15/06 $73,911.26 ---------------------------------- 10/15/06 $73,911.26 ---------------------------------- 11/15/06 $73,911.26 ---------------------------------- 12/15/06 $73,911.26 ---------------------------------- 1/15/07 $73,911.26 ---------------------------------- 2/15/07 $2,751,884.16 ---------------------------------- 3/15/07 $57,449.98 ---------------------------------- 4/15/07 $57,449.98 ---------------------------------- 5/15/07 $57,449.98 ---------------------------------- 6/15/07 $57,449.98 ---------------------------------- 7/15/07 $57,449.98 ---------------------------------- 8/15/07 $57,449.98 ----------------------------------
-7- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/07 $57,449.98 ---------------------------------- 10/15/07 $57,449.98 ---------------------------------- 11/15/07 $57,449.98 ---------------------------------- 12/15/07 $57,449.98 ---------------------------------- 1/15/08 $57,449.98 ---------------------------------- 2/15/08 $2,943,174.45 ---------------------------------- 3/15/08 $39,711.67 ---------------------------------- 4/15/08 $39,711.67 ---------------------------------- 5/15/08 $39,711.67 ---------------------------------- 6/15/08 $39,711.67 ---------------------------------- 7/15/08 $39,711.67 ---------------------------------- 8/15/08 $39,711.67 ---------------------------------- 9/15/08 $39,711.67 ---------------------------------- 10/15/08 $39,711.67 ---------------------------------- 11/15/08 $39,711.67 ---------------------------------- 12/15/08 $39,711.67 ---------------------------------- 1/15/09 $39,711.67 ---------------------------------- 2/15/09 $3,149,304.64 ---------------------------------- 3/15/09 $20,597.26 ---------------------------------- 4/15/09 $20,597.26 ---------------------------------- 5/15/09 $20,597.26 ---------------------------------- 6/15/09 $20,597.26 ---------------------------------- 7/15/09 $20,597.26 ---------------------------------- 8/15/09 $20,597.26 ----------------------------------
-8- 3142768.01
---------------------------------- Date Rental Payment ---- -------------- ---------------------------------- ---------------------------------- 9/15/09 $20,597.26 ---------------------------------- 10/15/09 $20,597.26 ---------------------------------- 11/15/09 $20,597.26 ---------------------------------- 12/15/09 $20,597.26 ---------------------------------- 1/15/10 $20,597.26 ---------------------------------- 2/15/10 $3,371,425.99 ---------------------------------- 3/15/10 $0.00 ---------------------------------- 4/15/10 $0.00 ---------------------------------- 5/15/10 $0.00 ---------------------------------- 6/15/10 $0.00 ---------------------------------- 7/15/10 $0.00 ---------------------------------- 8/15/10 $0.00 ---------------------------------- 9/15/10 $0.00 ---------------------------------- 10/15/10 $0.00 ----------------------------------
-9- 3142768.01 EXHIBIT C --------- ASSUMPTIONS Closing Date: April 15, 1993 Commencement of Primary Term: April 15, 1993 Basic Rent and Basic Rent Payment Dates during Primary Term: Basic Rent payments will be paid monthly in arrears in accordance with Exhibit B to the Lease on the 15th day --------- of each month during the Primary Term of the Lease, except that no rent will be due for or during the first six months of the Primary Term. Lease Term: From the date of this Lease until October 15, 2010. Tax Rate of Landlord: The Federal rate of tax on the taxable income of Landlord will be thirty-four percent (34%) as of the Closing Date: provided, however, a change in the taxable income of Landlord within the time periods set forth under Federal Tax Law Changes below shall be considered a Federal Tax Law Change for the purposes of the assumptions on this Exhibit C. Debt Assumption by Landlord: Landlord shall borrow $29,005,412.88 at an interest 7.3763% per annum to be amortized in accordance with Attachment 1 hereto. ------------ Landlord's Cost as set forth in the Development Budget: The total costs of Landlord shall not differ from those costs set forth in the Development Budget attached as Exhibit I to the Lease, and there shall --------- be no fees or costs of any kind to Landlord other than those set forth in the Development Budget, with any cost overruns being paid solely by Tenant in accordance with the terms of this Lease; provided, however, that (i) there shall be no Rent Adjustment with respect to any increase in Landlord's Cost resulting from any costs paid by Landlord other than those described on the Development Budget attached as Exhibit I, which costs are not --------- disclosed to Tenant, and (ii) Landlord shall bear all responsibility for any such undisclosed additional costs paid by Landlord. Depreciation Component Assumptions: Landlord shall be entitled to depreci- ation (MACRS) deductions for federal income tax purposes in accordance with the Internal Revenue Code of 1986, as amended (hereinafter, the "Code") based upon the assumed depreciation components set forth on Attachment 2 ------------ hereto. Placed In Service date for two story, 113,000 square foot building subject to this Lease together with those improved walkways connecting such building with Building B ("Building A"): Building A and its pro rata portion of the land, land improvements and personal property, and Renovations to Building A, will be Placed in Service in accordance with the Code, on June 30, 1993 (the "Placed In Service Date For Building A"). Placed In Service date for two story, 192,000 square foot building subject to this Lease ("Building B") and Renovations to Building B: Building B and its pro rata portion of the land, land improvements and personal property will be Placed in Service in accordance with the Code as of the Closing Date (the "Placed In Service Date For Building B"). the Renovations to Building B will be Placed in Service in accordance with the Code on December 31, 1993 (the -2- "Placed in Service Date For Building B Renovations"). Placed In Service date for the 3,200 square foot building subject to this Lease ("Building C"): Building C and its pro rata portion of the land improvements and personal property will be Placed In Service in accordance with the Code, on June 30, 1993 (the "Placed In Service Date For Building C"). Appraisal of Premises periodically after completion of certain portions of the Renovations: The updates of the April, 1993 Appraisal (the "Appraisal Updates") as such are described in Section 11(c) of this Lease, as to (i) the Premises with respect to Building A, Building B and Building C, and each Building's pro rata portion of the land, land improvements and personal property, and (ii) the Renovations to each Building, shall (a) confirm that the Renovations have been completed in accordance with the previously approved plans and specifications therefor, (b) be used to adjust the component depreciation amounts to reflect the actual costs incurred in completing such Renovations, and (c) shall be used as may be necessary to calculate any Rent/Termination Value Adjustments as may be appropriate in accordance with the provisions of Section 5(c) of this Lease as a result of the information set forth thereon. Federal Tax Law Changes: There will be no "Federal Tax Law Changes". (a) With respect to Building A and its pro rata portion of the land, land improvements, and personal property, and with respect to Renovations to Building A, "Federal Tax Law Changes" shall mean and be limited to (i) amendments or additions to the Code that are enacted or -3- promulgated before the end of the first session of the United States Congress that ends immediately following the Placed In Service Date For Building A, provided that such amendments or additions are retroactive to a date on or before the Placed In Service Date For Building A, and (ii) regulations, including proposed or temporary regulations, relating to such amendments or additions, administrative interpretations of such amendments or additions, and any judicial interpretations of such amendments or additions, so long as such regulations or interpretations are promulgated on or before December 31 of the year following the year of the Placed In Service Date For Building A and such regulations are retroactive to a date on or before the Placed In Service Date For Building A. (b) With respect to Building B and its land improvements, and personal property, "Federal Tax Law Changes" shall mean and be limited to (i) amendments or additions to the Code that are enacted or promulgated before the end of the first session of the United States Congress that ends immediately following the Placed In Service Date For Building B, provided that such amendments or additions are retroactive to a date on or before the Placed In Service Date For Building B, and (ii) regulations, including proposed or temporary regulations, relating to such amendments or additions, administrative interpretations of such amendments or additions, any judicial interpretation of such amendments or additions, so long as such regulations interpretations are promulgated on or before December 31 of the year following the year of the Placed in Service Date For Building B and such regulations and such regulations are retroactive to a date on or before the Placed -4- in Service Date for Building B. (c) With respect to Renovations to Building B, "Federal Tax Law Changes" shall mean and be limited to (i) amendments or additions to the Code that are enacted or promulgated before the end of the first session of the United Stated Congress that ends immediately following the Placed In Service Date For Building B Renovations, provided that such amendments or additions are retroactive to a date on or before the Placed In Service Date For Building B Renovations, and (ii) regulations, including proposed or temporary regulations, relating to such amendments or additions, and any judicial interpretations of such amendments or additions, so long as such regulations or interpretations are promulgated on or before December 31 of the year following the year of the Place In Service Date For Building B Renovations and such regulations or interpretations are retroactive to a date on or before the Placed In Service Date For Building B Renovations. (d) With respect to Building C and its pro rata portion of the land, land improvements, and personal property "Federal Tax Law Changes" shall mean and be limited to (i) amendments or additions to the Code that are enacted or promulgated before the end of the first session of the United States Congress that ends immediately following the Placed In Service Date For Building C, provided that such amendments or additions are retroactive to a date on or before the Placed In Service Date For Building C, and (ii) regulations, including proposed or temporary regulations, relating to such amendments or additions, administrative interpretations of such amendments or additions, and any judicial interpretations of such amendments or additions so long as such regulations or interpretations are -5- promulgated on or before December 31 of the year following the of the Placed In Service Date For Building C and such regulations or interpretations are retroactive to a date on or before the Placed In Service Date For Building C. Notwithstanding the provisions of subsections (a), (b), (c) and (d) hereto, Federal Tax Law Changes shall not include any amendments or additions to the Code, regulations administrative interpretations, or judicial interpretations which cause the Lease to be treated as other than a "true lease" for Federal income tax purposes ("Excluded Federal Tax Law Changes") solely as a result of any such Excluded Federal Tax Law Change . Building A Cafeteria Costs: For the purpose of the above assumptions the costs of constructing the cafeteria in Building A shall be Placed In Service with the Renovations to Building B even though the cafeteria is located in Building A. Capitalized Interest During Period of Renovations to Building B: The construction of the Renovations to Building B will commence on August 15, 1993 and the interest paid or accrued on the portion of the Note (as defined in the Tax Indemnity Agreement) allocable to the cost of Building B (including the Renovations to Building B) for the period from such commencement date to the Place in Service Date For Building B Renovations shall be capitalized and added to the basis of the Renovations to Building B. All capitalized terms used on this Exhibit C and not defined in these --------- assumptions shall have the meanings ascribed thereto in the Lease. -6- EXHIBIT D --------- TERMINATION VALUES Date Termination Value ---- ----------------- 4/15/93 31,860,846.10 5/15/93 32,057,696.22 6/15/93 32,255,717.54 7/15/93 32,452,983.57 8/15/93 32,651,016.22 9/15/93 32,851,812.21 10/15/93 33,051,417.04 11/15/93 33,166,231.02 12/15/93 33,283,429.19 1/15/94 33,352,313.96 2/15/94 32,480,860.59 3/15/94 32,493,234.26 4/15/94 32,505,288.47 5/15/94 32,517,016.00 6/15/94 32,528,719.16 7/15/94 32,538,493.07 8/15/94 32,556,592.43 9/15/94 32,589,739.45 10/15/94 32,261,284.68 11/15/94 32,653,117.38 12/15/94 32,685,240.15 1/15/95 32,715,751.80 2/15/95 32,519,062.68 3/15/95 32,874,664.79 4/15/95 32,901,987.49 5/15/95 32,927,945.78 6/15/95 32,954,141.98 7/15/95 32,978,963.51 8/15/95 33,004,012.62 9/15/95 33,029,291.38 10/15/95 32,611,195.87 11/15/95 32,635,310.81 12/15/95 32,659,646.93 1/15/96 32,682,591.50 2/15/96 32,705,746.59 3/15/96 32,729,114.15 4/15/96 32,752,696.12 5/15/96 32,775,309.25 EXHIBIT D --------- TERMINATION VALUES(cont.) Date Termination Value ---- ----------------- 6/15/96 32,798,129.33 7/15/96 32,819,974.86 8/15/96 32,842,020.36 9/15/96 32,864,268.28 10/15/96 32,183,462.55 11/15/96 32,204,924.87 12/15/96 32,336,584.33 1/15/97 32,247,257.52 2/15/97 32,268,120.67 3/15/97 32,389,175.54 4/15/97 32,310,423.88 5/15/97 32,331,026.57 6/15/97 32,351,818.64 7/15/97 32,371,960.94 8/15/97 32,392,288.44 9/15/97 32,412,802.85 10/15/97 31,678,805.29 11/15/97 31,698,850.12 12/15/97 31,719,079.30 1/15/98 31,738,653.66 2/15/98 31,758,408.13 3/15/98 31,778,344.35 4/15/98 31,798,463.99 5/15/98 31,818,007.22 6/15/98 31,837,730.31 7/15/98 31,856,873.40 8/15/98 31,876,192.75 9/15/98 31,895,689.96 10/15/98 31,105,138.50 11/15/98 31,124,227.90 12/15/98 31,143,493.12 1/15/99 31,162,174.24 2/15/99 31,181,027.49 3/15/99 31,200,054.44 4/15/99 31,219,256.69 5/15/99 31,237,952.85 6/15/99 31,256,821.33 EXHIBIT D --------- TERMINATION VALUES(cont.) Date Termination Value ---- ----------------- 7/15/99 31,275,180.71 8/15/99 31,293,709.37 9/15/99 31,312,408.86 10/15/99 30,461,422.42 11/15/99 30,479,779.08 12/15/99 30,498,305.05 1/15/00 30,516,318.89 2/15/00 30,534,498.94 3/15/00 30,552,846.74 4/15/00 30,571,363.84 5/15/00 30,589,782.95 6/15/00 30,608,372.04 7/15/00 30,626,863.84 8/15/00 30,654,526.31 9/15/00 30,664,361.01 10/15/00 29,749,812.40 11/15/00 29,768,725.08 12/15/00 29,787,812.32 1/15/01 29,806,806.90 2/15/01 28,115,512.30 3/15/01 28,134,859.20 4/15/01 28,154,384.69 5/15/01 28,175,110.48 6/15/01 28,196,027.47 7/15/01 28,218,157.48 8/15/01 28,240,491.51 9/15/01 28,263,031.45 10/15/01 28,286,799.24 11/15/01 28,310,786.04 12/15/01 28,334,993.85 1/15/02 28,360,444.77 2/15/02 26,542,971.28 3/15/02 26,568,893.14 4/15/02 26,595,053.73 5/15/02 26,622,638.07 6/15/02 26,650,476.33 7/15/02 26,679,753.68 EXHIBIT D --------- TERMINATION VALUES(cont.) Date Termination Value ---- ----------------- 8/15/02 26,709,300.40 9/15/02 26,739,118.97 10/15/02 26,770,394.73 11/15/02 26,801,958.13 12/15/02 26,833,811.82 1/15/03 26,867,141.31 2/15/03 24,914,629.97 3/15/03 24,948,575.10 4/15/03 24,982,832.30 5/15/03 25,018,762.69 6/15/03 25,055,023.27 7/15/03 25,092,975.34 8/15/03 25,131,276.08 9/15/03 25,169,928.68 10/15/03 25,210,294.62 11/15/03 25,251,031.29 12/15/03 25,292,142.08 1/15/04 25,334,988.69 2/15/04 23,238,000.27 3/15/04 23,281,637.28 4/15/04 23,325,674.92 5/15/04 23,371,664.15 6/15/04 23,418,075.50 7/15/04 23,466,460.11 8/15/04 23,515,288.72 9/15/04 23,564,565.39 10/15/04 23,615,841.50 11/15/04 23,667,588.02 12/15/04 23,719,809.28 1/15/05 23,774,056.87 2/15/05 21,522,539.14 3/15/05 21,577,786.42 4/15/05 21,633,540.42 5/15/05 21,691,556.73 6/15/05 21,750,105.05 7/15/05 21,810,941.18 8/15/05 21,872,335.07 EXHIBIT D --------- TERMINATION VALUES(cont.) Date Termination Value ---- ----------------- 9/15/05 21,934,291.82 10/15/05 21,998,567.52 11/15/05 22,063,432.40 12/15/05 22,128,891.83 1/15/06 22,196,702.23 2/15/06 19,779,956.11 3/15/06 19,849,015.11 4/15/06 19,918,707.00 5/15/06 19,991,007.99 6/15/06 20,063,971.47 7/15/06 20,139,573.92 8/15/06 20,215,869.00 9/15/06 20,292,863.04 10/15/06 20,372,532.86 11/15/06 20,452,932.46 12/15/06 20,534,068.51 1/15/07 20,617,918.18 2/15/07 18,024,562.89 3/15/07 18,109,955.48 4/15/07 18,196,130.13 5/15/07 18,285,300.94 6/15/07 18,375,288.29 7/15/07 18,468,306.60 8/15/07 18,562,176.58 9/15/07 18,656,906.03 10/15/07 18,754,709.74 11/15/07 18,853,408.81 12/15/07 18,953,011.45 1/15/08 19,055,732.85 2/15/08 16,273,670.06 3/15/08 16,378,280.62 4/15/08 16,483,848.73 5/15/08 16,592,892.44 6/15/08 16,702,934.17 7/15/08 16,816,492.33 8/15/08 16,931,089.72 9/15/08 17,046,735.83 EXHIBIT D --------- TERMINATION VALUES(cont.) Date Termination Value ---- ----------------- 10/15/08 17,165,949.54 11/15/08 17,286,254.11 12/15/08 17,407,659.51 1/15/09 17,352,685.10 2/15/09 14,549,261.64 3/15/09 14,676,585.53 4/15/09 14,805,074.35 5/15/09 14,937,570.18 6/15/09 15,071,278.13 7/15/09 15,209,040.72 8/15/09 15,348,063.50 9/15/09 15,488,358.01 10/15/09 15,632,767.27 11/15/09 15,778,497.41 12/15/09 15,925,560.50 1/15/10 16,076,800.14 2/15/10 12,211,042.69 3/15/10 12,365,842.83 4/15/10 12,511,967.59 5/15/10 12,666,807.61 6/15/10 12,823,063.83 7/15/10 12,988,127.71 8/15/10 13,154,701.03 9/15/10 13,322,797.58 10/15/10 13,500,000.01 EXHIBIT J --------- ENVIRONMENTAL REMEDIATION The Remediation required to be performed by Tenant pursuant to Section 7(c)(v), and the plans and specifications and other requirements for the performance of the Remediations, are as follows: 1. The removal from Building B of: (a) all asbestos-containing materials ("ACM") identified by Law Engineering, Inc. ("Law") in its "Law Engineering Report Asbestos-Containing Materials Survey," dated October 16, 1992 and prepared for InteCom, Inc. by Law; (b) all ACM subsequently identified by Law or Albert H. Halff Associates, Inc., or such outer consultant engaged by Landlord (collectively referred to for convenience as verifications inspection to be conducted by Halff. Tenant shall reimburse Landlord for all expenses incurred by Landlord in engaging Halff to perform the verification inspection. 2. The Remediation shall be performed by National Abatement Services, Inc. ("NAS"). Law shall act as project supervisor and shall perform the same functions it performed in connection with the removal of ACM from Building A, including without limitation, observations of the work practices of NAS, air monitoring, and the preparation of a final report after the completion of the Remediation. 3. The Remediation shall be performed in accordance with the "InteCom, Inc. Work Procedures, Asbestos-Containing Materials Removal, Law Engineering Proposal No. DP-8712-93A, January 5, 1993," prepared by Law (the "Law Engineering Technical Specifications"). 4. The Remediation shall not be complete until Landlord has received from Law a final report (the "Law Report") stating that all ACM identified Intecom, inc. or The Koll Company has been removed from Building B, that all categories of construction material reasonably suspected to contain ACM which are accessible without the destruction of interior or exterior walls or ceilings have been sampled and tested in accordance with Environmental Protection Agency ("EPA) guidelines and have been found to not be ACM, that the plans and specifications for Building B have been reviewed in an attempt to determine whether ACM's are present in Building B in inaccessible areas and do not reveal the presence of ACM, and that the abatement agreement in connection with Building B has been fully performed by NAS in accordance with the Law Engineering Technical Specifications. 5. The Remediation shall also not be deemed complete until Landlord has received a final report from Halff, or another consultant engaged by Landlord, stating that, based on its review of the Law Report and as a result of Halff's or such other consultant's verification inspection, the Remediation at Building B has been performed and completed in accordance with the Law Engineering Technical Specifications for the removal of ACM; all ACM previously identified by Law or Halff has been removed; all reasonably suspect categories of materials that are accessible without the destruction of interior or exterior walls, ceilings, or roofs have been visually inspected or sampled and tested in accordance with EPA regulations and determined not to be ACM. 6. The Remediation shall include all work that is necessary to be performed in order for Law and Halff to issue the reports described in paragraphs 4 and 5 above. 7. For the purpose of this Exhibit J, the term "Building B" shall include any part of the Improvements that were not the subject of the asbestos abatement of Building A as described in "Law Engineering Progress Report, Intecom, Inc., Building A - Areas A1 and A2, 601 Intecom Drive, Allen, Texas, Law Engineering Project No. 321-03583-01," dated March 3, 1993. -2-

Basic Info X:

Name: herein specified. Landlord shall have the right, after the date of this Lease
Type: Lease
Date: July 31, 1996
Company: EXPERIAN INFORMATION SOLUTIONS INC
State: Delaware

Other info:

Date:

  • within thirty 30
  • April 30 , 1994
  • October 30 , 1994
  • April 1 , 1993
  • fiscal quarter year
  • fourth fiscal quarter
  • Saturday
  • Sunday
  • April 15 , 1993
  • October 15 , 2010
  • December 31 , 1993
  • June 30 , 1993
  • April , 1993
  • August 15 , 1993
  • 101508
  • October 16 , 1992
  • January 5 , 1993
  • March 3 , 1993

Organization:

  • Commercial Real Estate Loan Administration
  • Lease of Tenant
  • Norwest Bank Iowa
  • RentTermination Value Adjustments
  • Federal Tax Law Change
  • Ernst & Young
  • Third Party Accounting Firm
  • Total Accumulated Credit Amounts
  • Basic Rent Payment Date
  • Department of Licensing and Regulation
  • Albert H. Halff & Associates , Inc.
  • Texas Water Commission
  • Tenant of Tenant
  • Grants of Easements
  • American Institute of Architects
  • Landlord 's Owner Policy of Title Insurance and Permitted Beneficiary
  • Mortgagee Policy of Title Insurance
  • Joseph J. Blake & Associates , Inc.
  • Twenty Million Dollar
  • Tenant 's Board of Directors
  • TRW Information Systems and Services
  • Landlord of Tenant
  • Debt Service Amounts
  • Internal Revenue Service
  • Securities and Exchange Commission
  • Standard & Poor's Corporation
  • Event of Default
  • United States National Association of Insurance Commissioners
  • National Association of Securities Dealers
  • Standard & Poor 's Corporation
  • Moody 's Investment Service
  • Assignment of Lease
  • United States Trustee
  • Environmental Indemnity Agreement
  • Demands and Other Instruments
  • Permitted Deed of Trust
  • Statement of Financial Accounting Standards No
  • Financial Accounting Standards Board
  • Federal Resource Conservation
  • Comprehensive Environmental Response Compensation
  • Time for Performance of Obligations
  • Allen Office Investment Limited Partnership
  • Principal Mutual Life Insurance Company
  • United Stated Congress
  • United States Congress
  • Interest During Period of Renovations
  • Tax Indemnity Agreement
  • Law Engineering , Inc.
  • National Abatement Services , Inc.
  • Environmental Protection Agency `` EPA
  • Law Engineering Technical Specifications
  • Intecom , Inc.

Location:

  • City Parkway West
  • California
  • Des Moines
  • Civ
  • Premises
  • Event of Purchase
  • Landlord
  • United States of America
  • DallasFort Worth
  • Permitted Mortgagee
  • U.S.
  • Iowa
  • Ohio
  • Texas

Money:

  • $ 15,932,616.00
  • Two Million Dollars $ 2,000,000
  • $ 20,000,000
  • Five Million Dollars
  • $ 5,000,000
  • $ 500,000.00
  • $ 5,000.00
  • $ 750,000,000.00
  • $ 100.000.00
  • $ 100,000.00
  • $ 250,000.00
  • $ 3,000,000
  • $ 87,560.25
  • $ 132,927.05
  • $ 1,074,597.97
  • $ 405,772.67
  • $ 178,293.86
  • $ 620,285.14
  • $ 175,576.97
  • $ 877,648.68
  • $ 171,261.39
  • $ 925,121.08
  • $ 166,627.48
  • $ 976,094.12
  • $ 161,651.75
  • $ 1,030,827.08
  • $ 156,390.00
  • $ 1,089,597.31
  • $ 150,572.16
  • $ 1,861,036.70
  • $ 140,058.08
  • $ 1,983,216.89
  • $ 128,728.33
  • $ 2,114,875.58
  • $ 116,519.65
  • $ 2,256,748.07
  • $ 103,363.85
  • $ 2,409,626.73
  • $ 89,187.44
  • $ 2,574,365.40
  • $ 73,911.26
  • $ 2,751,884.16
  • $ 57,449.98
  • $ 2,943,174.45
  • $ 39,711.67
  • $ 3,149,304.64
  • $ 20,597.26
  • $ 3,371,425.99
  • $ 0.00
  • $ 29,005,412.88

Person:

  • John L. Dettbarn
  • N. A.
  • Harry Schroeder
  • Nondisturbance
  • Albert H. Halff Associates
  • Allen

Percent:

  • four percent 4 %
  • fifteen percent
  • 15 %
  • three percent
  • ninety-five percent
  • 95 %
  • one percent .5 %
  • 75 %
  • 25 %
  • 50 %
  • thirty-four percent
  • 34 %
  • 7.3763 %