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Kentucky-Louisville-Commerce Crossings Distribution Center Lease - Louisville Commerce Realty Corp. and Electronic Arts Inc.

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                                      LEASE

         THIS LEASE,  (hereinafter  referred to as "Lease"),  is made as of this
1st day of April, 1999, by and between LOUISVILLE COMMERCE REALTY CORPORATION, a
Delaware  corporation,  or assigns  (hereinafter  referred to as "Landlord") and
ELECTRONIC  ARTS,  INC.,  a Delaware  corporation  (hereinafter  referred  to as
"Tenant").


                              W I T N E S S E T H:

         WHEREAS,  Landlord  and Tenant  desire to create a leasehold  estate in
favor of Tenant in the Premises (as hereinafter defined).

         NOW, THEREFORE,  in consideration of the premises, and of the covenants
and agreements herein contained, the parties hereto agree as follows:

         1.  PREMISES.  Effective as of the  Commencement  Date,  Landlord shall
lease unto Tenant and Tenant  shall lease from  Landlord  approximately  250,000
rentable square feet as outlined in Exhibit A ("Premises"),  on the east side of
a building of approximately 400,000 square feet ("Building"),  which Building is
located  on a  parcel  of land  ("Property")  as shown  on  Exhibit  A, and that
machinery and equipment installed in and upon the Premises by Landlord, together
with  all  additions  and  accessions   thereto,   substitutions   therefor  and
replacements  thereof permitted by this Lease  (collectively,  the "Equipment").
The exact square  footage of the Premises  shall be determined by the Landlord's
architect.

          Landlord shall be responsible for  constructing,  at its expense,  the
"Building Shell" as described in Exhibit B hereto, and Tenant shall, at Tenant's
sole  expense  (subject to Paragraph  8(b) below),  and upon the terms set forth
herein, make improvements to the Premises (the "Tenant Improvements")  specified
by Tenant as generally  depicted in a preliminary  space plan (the  "Preliminary
Space Plan") to be submitted to Landlord.

         2.  COMMENCEMENT  DATE AND LEASE TERM.  The initial  term of this Lease
shall be for a period  of five (5)  years  (hereafter  referred  to as  "Term"),
commencing  on the  "Commencement  Date."  The  Commencement  Date  shall be the
earlier of (i) June 15, 1999, or (ii) the date Tenant  commences  beneficial use
of the Premises, determined as set forth hereinbelow. Any use of the Premises by
Tenant  prior  to the  Commencement  Date  shall be  subject  to the  terms  and
conditions of this Lease (except the payment of Rent). Tenant shall be deemed to
have  commenced  beneficial  use of the  Premises  when  Tenant  begins  to move
furniture,  furnishings,  or inventory into the Premises or any portion thereof.
In  no  event  shall  Landlord  be  liable  for  Tenant's  failure  to  complete
construction  by June 15,  1999.  Tenant  shall use  reasonable  efforts to keep
Landlord informed of the progress of construction. The initial twelve (12) month
period after the Commencement  Date and each successive twelve (12) month period
thereafter  during the initial Term and any renewal periods shall be hereinafter
referred to as a "Lease Year." If the Commencement  Date is not the first day of
a month,  then the Term  shall be the period  set forth  above plus the  partial
month in which the Commencement Date occurs.

         3. RENT. As rent for the Premises (all of which is hereinafter referred
to collectively as "Rent"), Tenant shall pay to Landlord all of the following:

                  (a) Base Rent.  Tenant shall pay,  without  offset,  demand or
counterclaim,  as base rent (hereafter  referred to as the "Base Rent") for each
Lease Year the sums  identified on the attached  Exhibit C, Rent  Schedule.  The
monthly  installments  shall be  payable in advance on the first day of each and
every  month  during the said term at the  office of  Landlord  c/o J.P.  Morgan
Investment Management, Inc., 522 Fifth Avenue at 44th Street, New York, New York
10036,  or at such other place as Landlord may  hereafter  designate in writing.
Rent checks are to be made payable to Landlord,  or such other  person,  firm or
corporation  as Landlord may  hereafter  designate  in writing,  except that the
first such installment, in the amount of Twenty-Seven Thousand Dollars ($27,000)
shall be due contemporaneously with the execution of this Lease.

                  (b) Intentionally Omitted.

                  (c) Intentionally Omitted.

                  (d) Intentionally Omitted.

                  (e) Tax on  Lease.  Tenant's  pro  rata  share  (based  on the
Premises) of any federal,  state or local tax  (including  gross  receipts  tax)
assessment,  levy or other  charge  (other than any income tax or real  property
tax)  (hereinafter  collectively  referred  to as  "Tax")  if now  or  hereafter
directly or indirectly upon (a) Landlord with respect to this Lease or the value
thereof, (b) Tenant's use or occupancy of the Premises,  or (c) the Base Rent or
any other sum payable  under this Lease,  shall be paid by Tenant as  Additional
Rent.


<PAGE>
                           Landlord shall  annually  notify Tenant of the amount
which Landlord estimates will be the Tax for each tax year, and Tenant shall pay
such amount in equal monthly  installments in advance on or before the first day
of each of the twelve (12) months after the date of such notice.  Landlord shall
annually  submit to Tenant a statement  showing  Tenant's  pro rata share of the
actual Tax for the  current tax year,  the amount  thereof  theretofore  paid by
Tenant,  and the amount of the  resulting  balance  due  thereon or  overpayment
thereof.  Such  balance due shall be paid by Tenant,  without  interest,  within
thirty (30) days after the date of such  statement.  Official tax bills rendered
by the taxing  authority  shall be presumptive  evidence of the actual amount of
Tax. Tenant shall have the right to audit Landlord's  records pertaining to such
Tax in accordance with Paragraph 11 below.

                  (f) Acceptance.  Tenant does hereby take and hold the Premises
at the Rent hereinabove specifically reserved and payable as aforesaid, and upon
and subject to the terms and conditions herein contained.

                  (g) Late Payment.  If Tenant fails to pay any  installment  of
Rent  on or  before  the  fifth  (5th)  day  of the  calendar  month  when  such
installment becomes due and payable,  Tenant shall pay to Landlord a late charge
of five per cent (5%) of the amount of such installment,  and, in addition,  any
unpaid  installment  shall bear interest at that rate per annum which is two per
cent (2%) greater than the "prime rate" then in effect at Morgan  Guaranty Trust
Company of New York, New York, New York, from the date such  installment  became
due and  payable  to the date of  payment by  Tenant;  provided,  however,  that
nothing herein  contained  shall be construed or implemented in such a manner as
to allow  Landlord to charge or receive  interest in excess of the maximum legal
rate than  allowed  by law.  Such late  charge  and  interest  shall  constitute
Additional  Rent  hereunder  and shall be due and payable  with the next monthly
installment  of  Rent.  Nothing  in this  paragraph  shall  be  deemed  to be in
derogation of Landlord's rights under Paragraph 17.

                  (h) Additional  Rent.  With respect to this Lease,  Additional
Rent shall mean any and all monetary obligations for which Tenant is responsible
under the terms,  covenants  and  conditions  of this Lease,  including  but not
limited to, Base Rent, Tax, late fees, interest payments and Operating Costs.

                  (i) Tenant's  Proportionate  Share.  Landlord and Tenant agree
that Tenant's  "pro rata share" for purposes of Paragraphs  3(e) and 11 shall be
sixty-two and one-half  percent  (62.5%),  the approximate and agreed upon ratio
that the area of the Premises bears to the total rentable area of the Building.

         4. OPTION TO EXTEND TERM.

                  (a) Renewal  Period.  Provided that (i) Tenant is in occupancy
of the Premises and conducting  operations  therein;  (ii) this Lease is in full
force  and  effect,  (iii) no  material  adverse  change in  Tenant's  financial
condition  has occurred,  and (iv) Tenant shall not have been in default  during
the term of the  Lease,  and (v)  shall  not then be in  default  and  shall not
default in the  performance  of any of its  obligations  under this Lease at any
time between the date of issuance of the notice  contemplated  by Paragraph 4(b)
below and the  expiration of the then current lease term,  Tenant shall have the
option to renew this Lease for one (1)  additional  two (2) year term,  with the
annual base rent in such  renewal  period,  being  equal to One Million  Dollars
($1,000,000)  payable in equal monthly  installments  of  Eighty-Three  Thousand
Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($83,333.33) each.

                  (b) Notice Required. Tenant shall give Landlord written notice
of its  intent to  exercise  its  option to extend  the Lease  Term at least One
Hundred  Eighty  (180) days,  but no more than Three  Hundred  Sixty (360) days,
prior to the end of the initial term,  time being of the essence.  Should Tenant
fail to notify Landlord of its intent to exercise such renewal option within the
aforementioned  notice period, time being of the essence,  then Tenant's renewal
option shall expire  without  action by either party and Landlord shall not need
to advise  Tenant in writing of  Tenant's  neglect  in  reference  to the notice
period.

         5. USE OF PREMISES.

                  (a) Tenant may occupy and use the Premises for general  office
and  warehousing  purposes  and for no other  purpose  without  the  consent  of
Landlord,  subject,  however,  to the terms  and  provisions  of any  covenants,
easements,  conditions  or  restrictions  which affect the use of the  Premises.
Tenant  shall  not  permit  any  unlawful  occupation,  business  or trade to be
conducted  on any of the  Premises  or any use to be made  thereof  contrary  to
applicable laws or regulations.  Tenant shall not use or occupy or permit any of
the Premises to be used or occupied,  nor do or permit anything to be done in or
on any of the Premises,  in a manner which would (i) violate any  certificate of
occupancy  affecting  any of the  Premises,  (ii)  make  void  or  voidable  any
insurance  then in force  with  respect  to any of the  Premises,  (iii) make it
difficult  or  impossible  to obtain fire or other  insurance  which is required
hereunder,  or cause the cost of maintaining  such insurance to increase [unless
Tenant  pays  such  increase  in  full],  (iv)  cause  structural  damage to the
Building,  or (v) constitute a public or private  nuisance or waste. In no event
shall Tenant conduct any retail sales in the Premises.

                                        2
<PAGE>


                  (b) As part of its  obligation  to comply  with laws and other
requirements  under Paragraph 5(a) of this Lease,  Tenant shall not (either with
or without  negligence)  generate,  use,  store,  or cause or permit the escape,
disposal or release of any  Hazardous  Materials in or about the Building or the
Property or the Premises. Hazardous Materials shall mean (a) "hazardous wastes",
as defined by the Resource  Conservation  and  Recovery Act of 1976,  as amended
from time to time,  (b)"hazardous  substances",  as defined by the Comprehensive
Environmental Response,  Compensation and Liability Act of 1980, as amended from
time to time, (c)"toxic substances",  as defined by the Toxic Substances Control
Act, as amended from time to time, (d) "hazardous materials",  as defined by the
Hazardous  Materials  Transportation  Act, as amended from time to time, (e) any
applicable state or local laws and the regulations  adopted under these acts, as
amended from time to time, (f) oil or other petroleum  products  whether refined
or unrefined,  (g) any highly combustible  substance and (h) any substance whose
presence in Landlord's  reasonable judgment could be detrimental to the Building
or the Property or the Premises or  hazardous to health or the  environment.  If
any lender or  governmental  agency  shall  ever  require  testing to  ascertain
whether  or not there has been any  release  of  Hazardous  Materials,  then the
reasonable  costs  thereof shall be reimbursed by Tenant to Landlord upon demand
as additional  charges if such  requirement  applies to the  Premises;  provided
however,  the  foregoing  shall not  include any Phase I  environmental  reports
customarily  required by lenders  and shall be  applicable  only if Tenant,  its
agents, employees,  contractors,  subtenants or licensees is suspected of having
directly or indirectly  caused a release of Hazardous  Materials in or about the
Premises  which gives rise to the  testing.  In addition,  Tenant shall  execute
affidavits, representations and the like from time to time at Landlord's request
concerning  Tenant's  best  knowledge  and  belief  regarding  the  presence  of
Hazardous Materials in the Premises.  In all events,  Tenant shall indemnify and
hold Landlord  harmless of and from any and all costs and expenses of any nature
arising from the release of Hazardous  Materials in the Premises occurring while
Tenant is in  possession,  or elsewhere  on the  Property and any adjacent  real
estate owned by Landlord,  if caused by Tenant or persons  acting under  Tenant.
The within covenants shall survive the expiration or earlier  termination of the
Lease.

                  (c) If  Tenant  fails to  comply  with any  applicable  law or
regulation  or if  Landlord  reasonably  believes  the  violation  of any law or
regulation is threatened, Landlord shall have the right (but not the obligation)
following  thirty  (30) days notice to Tenant  unless  Tenant  commences  to act
during or prior to such period,  and diligently pursues the cure of such failure
to comply (unless such failure or threatened  failure causes  imminent threat to
life or property in which case no notice is required), to act in place of Tenant
and to take  such  action  as it may  deem  necessary  or  desirable  to  ensure
compliance  or to  mitigate,  abate  or  correct  the  violation  or  threatened
violation.  All costs of any kind whatsoever  incurred by Landlord in connection
therewith,  including  consultants'  and reasonable  attorneys'  fees,  shall be
payable on demand, shall bear interest at the default rate until paid, and shall
constitute additional rent.

                  (d) Tenant shall indemnify,  defend and hold Landlord harmless
from and against  any and all claims,  losses,  damages,  liabilities,  cost and
expenses,  including  attorneys'  fees,  arising from Tenant's failure to comply
with all applicable laws and regulations. The foregoing provisions shall survive
the expiration or earlier termination of this Lease.

         6. [INTENTIONALLY DELETED]

         7. CONSTRUCTION OF PREMISES.

                  Tenant  warrants that the Premises shall be improved in a good
and workmanlike  manner in conformance  with all applicable  federal,  state and
local codes and regulations in effect at that time, including but not limited to
the Americans With Disabilities Act, as amended.

         8. TENANT IMPROVEMENTS.

                  (a) Tenant shall construct,  at Tenant's sole cost (subject to
the Tenant Work Allowance as provided in Paragraph 8(b) below),  improvements to
the Premises (the "Tenant  Improvements")  substantially  in accordance with the
Space Plan approved by Landlord prior to  commencement of  construction.  Tenant
shall,  in  consultation  with  Landlord,  coordinate  the  design of the Tenant
Improvements,  and the budgeting of the costs thereof.  Tenant shall arrange for
the preparation of  "Construction  Drawings and  Specifications,"  consisting of
construction  working drawings,  the mechanical,  electrical and other technical
specifications,  and the finishing  details,  including wall finishes and colors
and  technical  and  mechanical  equipment  installation,  if any,  all of which
details  the  installation  of the  Tenant  Improvements  in the  Premises.  The
architects   and   engineers   who  prepare  such   Construction   Drawings  and
Specifications  shall be selected by Tenant subject to Landlord's approval which
shall not be unreasonably withheld. Within ten (10) business days of its receipt
of any  of  (i)  proposed  Construction  Drawings  and  Specifications  and  any
amendments  thereto,  (ii) the  estimated  budget  for the  Tenant  Work and any
amendments  thereto,  (iii) proposed  change  orders,  Landlord shall provide to
Tenant  notice of any  refusal  to approve  any  aspect of any such item,  which
notice  shall  state  with  particularity  those  elements  thereof  as to which
Landlord does not approve,  and the detailed reasons  therefor.  Should Landlord
fail to  provide  such  notice to Tenant  within  such  period,  such item shall
conclusively be deemed to have been approved.  Following approval by Landlord of
Construction  Drawings and  Specifications,  and the estimated  budget therefor,
which  approval  shall be reflected by  Landlord's  initialing  as approved such
Construction Drawings and Specifications,  and the budget therefor,  Tenant will
solicit bids from one or more general  contractors  for the  construction of the
Tenant Improvements, and Tenant shall, following

                                       3

<PAGE>


consultation  with  Landlord,  contract  for  the  construction  of  the  Tenant
Improvements  with a contractor  reasonably  acceptable to Landlord,  and Tenant
shall  thereafter  coordinate and supervise such  construction  and consult with
Landlord regarding such construction.

                  (b) Tenant shall  receive an amount equal to the lesser of the
actual cost of Tenant Work or Six Hundred  Eighty-Seven  Thousand  Five  Hundred
Dollars ($687,500) (the "Tenant Work Allowance") to be applied against the costs
associated  with the design and  construction of the Tenant  Improvements  (such
design and  construction  being  referred to herein as the "Tenant  Work").  The
costs of the Tenant Work shall  include  all costs to be expended in  connection
with the design and construction of the Tenant  Improvements,  including but not
limited to the (i)  architectural  and engineering fees and expenses incurred in
connection with the Tenant Work, including the preparation of the Space Plan and
the Construction  Drawings and  Specifications;  (ii)  governmental  agency plan
check,  building and other permits and other fees (including any code compliance
changes  required by any governmental  entity or authority  having  jurisdiction
thereof); (iii) sales and use taxes, if any; (iv) insurance fees associated with
the construction of the Tenant Work; (v) testing and inspecting  costs; (vi) the
actual  costs and  charges  for  material  and  labor,  contractor's  profit and
contractor's   general  overhead  incurred  in  constructing  the  Tenant  Work,
including  the cost of any change  orders;  (vii) the cost of  constructing  the
demising  walls;  and (viii)  utility  hook-up  and  tap-in  fees.  The  parties
anticipate  that the  cost of the  Tenant  Work  will  exceed  the  Tenant  Work
Allowance. Landlord shall pay to Tenant the Tenant Work Allowance on the last of
the following to occur:  (a) completion of the Tenant  Improvements,  or (b) ten
(10) days after  Landlord's  receipt of Tenant's  payment of rent for the second
month of the Term; and (c) thirty (30) days following  Tenant's  presentation of
all final and  unconditional  lien  waivers,  a  certificate  of  occupancy  and
Tenant's  written  acceptance of the Tenant  Improvements  in form and substance
satisfactory to Landlord.

                  (c) Tenant designates Pam Samson, whose address is 209 Redwood
Shores,  Redwood CA  94065-1175  or such other person as Tenant may designate in
writing  to  Landlord  ("Tenant's  Authorized  Representative")  as  the  person
authorized   to  (i)  initial  as  approved   all   Construction   Drawings  and
Specifications, budgets, change orders, and approvals pursuant to this Paragraph
8 and (ii)  communicate  with Landlord  regarding the  decisions,  elections and
requests of Tenant.  Landlord  shall not be  obligated to respond to or act upon
any such  item  until  such  item  has been  initialed  by  Tenant's  Authorized
Representative.

         9. LANDLORD'S LIABILITY.

                  (a)  Landlord's  Indemnity.  Subject to the provisions of this
Paragraph 9,  Landlord  agrees to protect,  indemnify,  hold harmless and defend
Tenant and its  respective  members,  directors,  officers,  agents,  employees,
successors  and assigns,  where herein  permitted,  from and against any and all
loss, cost, damage,  liability or expense as incurred (including but not limited
to actual  attorneys'  fees and legal  costs)  arising  out of or related to any
claim,  suit or  judgment  brought by or in favor of any  person or persons  for
damage,  loss or expense due to, but not limited to,  bodily  injury,  including
death, or property  damage  sustained by such person or persons which arises out
of, is  occasioned by or is in any way  attributable  to the use or occupancy of
any common  areas of the  Building,  except  that  caused by the  negligence  or
willful  misconduct of Tenant,  its successors or assigns,  and their respective
agents, employees and invitees.

                  (b) Limitation of Liability.  Notwithstanding  anything to the
contrary  contained in this Lease, it is expressly  understood and agreed by and
between the parties hereto that: (i) the recourse of Tenant or its successors or
assigns against Landlord with respect to the alleged breach by or on the part of
Landlord of any  representation,  warranty,  covenant,  undertaking or agreement
contained in the Lease or otherwise  arising out of Tenant's use of the Premises
or the Property  (collectively,  "Landlord's Lease  Undertakings")  shall extend
only to  Landlord's  interest in the real estate of which the  Premises  demised
under the  Lease  are a part  ("Landlord's  Real  Estate")  and not to any other
assets of Landlord or its  owners;  and (ii) except to the extent of  Landlord's
interest  in  Landlord's  Real  Estate,   no  personal   liability  or  personal
responsibility of any sort with respect to any of Landlord's Lease  Undertakings
or any alleged breach thereof is assumed by, or shall at any time be asserted or
enforceable  against,   Landlord,   J.P.  Morgan  Investment   Management  Inc.,
Landlord's  property  manager,  or against  any of their  respective  directors,
officers,  employees,  agents,  constituent  parties,  beneficiaries,  trustees,
shareholders or representatives.

                  (c)  Transfer  of  Landlord's  Interest.  In the  event of any
transfer of Landlord's interest in the Property, Landlord shall be automatically
freed and  relieved  from all  applicable  liability  accruing  thereafter  with
respect to  performance  of any covenant or  obligation  on the part of Landlord
provided any  deposits or advance  rents held by Landlord are turned over to the
grantee and said grantee expressly  assumes,  subject to the limitations of this
Paragraph  9, all of the terms,  covenants  and  conditions  of this Lease to be
performed on the part of Landlord,  it being intended  hereby that the covenants
and obligations  contained in this Lease on the part of Landlord shall,  subject
to all the  provisions  of  this  Paragraph  9,  be  binding  on  Landlord,  its
successors and assigns, only during their respective periods of ownership.

         10. GUARANTY. [Intentionally Deleted]

         11. OPERATING  COSTS.  Tenant shall pay as Additional Rent its pro rata
share of  Operating  Costs of the Building  and  Property.  This amount shall be
adjusted on an annual basis in accordance with the procedures outlined below.

                                       4

<PAGE>


                  (a) Definition.  As used herein,  the term  "Operating  Costs"
means  (except as  specifically  excluded  below) the actual  costs  incurred in
owning,  operating and maintaining the Building and Property during each year of
the Lease Term.  Such operation and maintenance  costs shall include,  by way of
example rather than of limitation,  (i) real property, county, and other similar
taxes or  assessments,  including  but not limited to any  special  assessments,
levied  against any or all of the  Building and  Property;  (ii) charges or fees
for,  and  taxes  on,  the  furnishing  of  water,  sewer  service,  gas,  fuel,
electricity, drainage or other utility services to the Premises and common areas
of the Building and Property;  (iii) costs of providing  trash removal  service,
landscaping service,  snow removal service,  and of maintaining grounds,  common
areas of the Property,  access easements,  parking areas, and mechanical systems
of the Building;  (iv) all other reasonable  costs of maintaining,  repairing or
replacing any or all of the Building or Property,  except (a) costs for repairs,
maintenance and replacements required due to defective materials,  installations
or workmanship at the time of initial  construction of the Building and Property
and expenses  incurred in connection with the enforcement of any warranty rights
in connection therewith,  or (b) costs to repair the roof, foundation,  interior
load bearing partitions, exterior walls and window systems, except to the extent
any such  structural  repair is required due to Tenant's  negligence  or willful
misconduct;  (v) charges or fees for any necessary  governmental  permits;  (vi)
management  fees (not to exceed  three  percent of annual base  rentals from the
Property) under a management agreement, and related overhead and expenses; (vii)
premiums for hazard, liability, workmen's compensation or similar insurance upon
any  or all of the  Building  and  Property  as  maintained  by  Landlord  under
Paragraph 20; (viii) costs arising  under  service  contracts  with  independent
contractors  for  servicing,  maintenance  and repair of Building  equipment and
systems;  (ix) any  assessments  or charges  imposed on Landlord or the Property
pursuant to the Declaration of Covenants,  Conditions and Restrictions  dated as
of April 30,  1998 of record in Deed Book  7033,  Page 714 in the  Office of the
Clerk of Jefferson  County,  Kentucky as amended from time to time provided such
assessments  or charges are not included in any of the other costs  described in
this  subparagraph  (a);  and  (x) the  cost of any  other  items  which,  under
generally accepted accounting principles  consistently applied from year to year
with respect to the Building and Property,  constitute  operating or maintenance
costs  attributable  to any or all of the  Premises.  Landlord  and  its  agents
reserve the right to enter onto the Premises at reasonable times upon reasonable
notice from Landlord or its agent and accompanied by a representative of Tenant,
excepting  emergency,  for the specific  purpose of managing and maintaining the
Premises.  Landlord  agrees that it shall make no profit from its  collection of
Operating Costs.

                  (b) Notwithstanding anything to the contrary herein, Operating
Costs shall not  include (i) any costs  (including  payments  of  principal  and
interest under any mortgage and any ground rental payments)  associated with the
initial construction of the Building,  (ii) costs of development of the Property
or the  Premises,  (iii) costs of painting or  decorating  areas of the Building
other  than  common and public  areas,  and  exterior  elements  (iv)  brokerage
commissions,  legal fees,  construction  costs and concessions or inducements to
any tenant in connection with leasing premises in the Building,  and advertising
expenses in connection with the leasing of the Building, (v) legal fees relating
to tenant leases, financings of the Building, and zoning and land-use issues and
violations by Landlord under tenant leases, (vi) salaries and other compensation
paid to officers or executives of Landlord or any partner, principal or owner of
the  entity  comprising  Landlord,  (vii)  fees or  charges  paid  to any  party
affiliated  with Landlord on account of the provision by such entity of goods or
services constituting Operating Costs of the Building to the extent such fees or
charges  exceed  the  fees or  charges  that  would  have  been  incurred  to an
independent  entity  in  an  arm's  length  transaction,   (viii)  any  expenses
reimbursable  by any tenant of the  Building,  insurance  company or  condemning
authority,  or actually reimbursed by any other source, (ix) charges for heating
and air conditioning  service  furnished to other tenants of the Building during
other than normal business hours as determined by Landlord,  (x) advertising and
marketing  costs,  (xi)  Landlord's  income  taxes,  (xii) repairs or other work
occasioned  by fire or other  casualty of an insurable  nature,  but only to the
extent of any recovery actually  received by Landlord,  and (xiii) costs arising
from Landlord's civic activities or charitable or political  contributions,  all
of which costs are the  responsibility  of the  Landlord  except where agreed to
otherwise by the parties in writing.

                  (c) In order to provide for current  payments,  a statement of
Landlord's  estimate of  expenses as  initially  set forth in  Paragraph  11 (a)
above, together with the amount of Tenant's Additional Rent resulting therefrom,
shall be submitted by Landlord to Tenant prior to the beginning of each calendar
year or part thereof  during the Term.  Tenant  shall pay  monthly,  one-twelfth
(1/12th) of Tenant's pro rata share of Landlord's  estimate of Operating  Costs.
Further,  from time to time during any  calendar  year,  Landlord  may submit to
Tenant a revised statement of Landlord's  estimate of Tenant's pro rata share of
any Operating Costs and within thirty (30) days after delivery of such statement
(including any statement  delivered  after the expiration or termination of this
Lease), Tenant shall pay monthly to Landlord, as Additional Rent an amount equal
to  one-twelfth  (1/12th) of the revised  amount so estimated.  After the end of
each  fiscal  year,  Landlord  will,  as soon as  practical,  submit to Tenant a
statement of the actual expenses, incurred for Operating Costs for the preceding
fiscal year.  Such statement  shall also indicate the amount of Tenant's  excess
payment or underpayment based on the Landlord's estimate.

                           If   Additional   Rent  paid  by  Tenant  during  the
preceding  calendar  year  shall be in excess  of, or less than its share of the
actual expenses incurred by Landlord for Operating Costs for that year, Landlord
and Tenant agree to make the appropriate  adjustment following the submission of
Landlord's  statement  by  Tenant  paying  any  Additional  Rent  due  with  the
installment  of rent  due for  the  month  following  submission  of  Landlord's
statement,  or Tenant  deducting its excess payment from the installment of rent
for such month.

                                       5

<PAGE>


                           During  the final  year of the  Lease  Term if Tenant
overpays  its portion of  Operating  Costs,  said over  payment  amount shall be
returned by Landlord within thirty (30) days of termination provided no event of
default has occurred or is occurring.

                           Within   thirty   (30)  days  after  the  receipt  of
Landlord's  statement showing actual figures for the year, Tenant shall have the
right to request  copies of a statement  of  "Operating  Costs of the  Building"
prepared  by the  Landlord  which  shall  be  supplied  to the  Tenant  within a
reasonable time after Tenant's written request, but no such request shall extend
the time for payment as set forth in  Paragraph  11(c).  Unless  Tenant  asserts
specific  error(s)  within  fifteen (15) days after  Landlord has complied  with
Tenant's  request,  the  statement  submitted by Landlord  shall be deemed to be
correct.  Provided Tenant timely asserts such specific errors, and is current in
its  obligations to Landlord for the payment of all sums due to Landlord as Rent
under this Lease, and is not otherwise in default in its obligations  under this
Lease,  Tenant  shall  have the right,  exercisable  no more than once per Lease
Year, to cause  Landlord's books and records showing Tax and Operating Costs for
the prior Lease Year to be examined by a Certified Public Accountant  engaged by
Tenant upon no less than thirty (30) days prior written notice and during normal
business  hours at any time within one hundred and eighty  (180) days  following
the expiration of the prior Lease Year. No such Certified Public  Accountant may
be engaged on a contingent  fee basis.  Such  examination  shall,  at Landlord's
option,  occur at the offices of the Landlord's  management agent, and shall not
take more than thirty (30) days to complete.  Any information obtained by Tenant
from such  examination  will be  treated as  confidential  unless and until such
information has been publicly  disclosed by Landlord;  provided,  however,  that
nothing herein contained shall limit or impair the right or obligation of Tenant
to disclose such  information  when  required to do so by law or to  appropriate
regulatory  authorities having jurisdiction over its affairs, or to use the same
in connection  with the enforcement of the terms and conditions of the Lease. As
a condition of such  examination,  Landlord  may require any party  reviewing or
having  access to  Landlord's  records to  execute  and  deliver  to  Landlord a
confidentiality  agreement  substantially in the form attached hereto as Exhibit
E. In the  event  that  Operating  Costs or Tax for any  Lease  Year  have  been
overstated by seven percent (7%) or more,  Landlord shall promptly  reimburse or
credit Tenant for the reasonable  costs of such audit,  in addition to refunding
all overpayments previously made by Tenant. In the event that Operating Costs or
Tax for any Lease Year have been  overstated  by less than seven  percent  (7%),
Tenant shall bear the costs of the audit but Landlord shall  promptly  refund or
credit all overpayments previously made by Tenant.

                           In addition to the Rent and Additional  Rent provided
elsewhere  herein,  Tenant shall be responsible for making direct payment of all
costs incurred in operating the Premises to the parties providing service to the
Premises,  including without  limitation,  all utility costs,  trash removal and
janitorial  services.  Tenant shall at all times maintain the Premises in a neat
and clean manner, and shall place all trash in its dumpster.

         12. ASSIGNMENT AND SUBLETTING.

                  (a) Tenant shall not  mortgage,  pledge or encumber this Lease
without   Landlord's  prior  written   consent,   which  consent  shall  not  be
unreasonably withheld or delayed.

                  (b) Tenant shall have the right to assign this Lease or sublet
all or any portion of the Premises  throughout  the Term,  subject to Landlord's
prior  written  consent and approval,  which  consent shall not be  unreasonably
withheld  or  delayed,  provided,  that  Tenant  remains  fully  liable  for the
performance of all terms and conditions of this Lease  including but not limited
to the  payment  of Base  Rent and  Additional  Rent and  that the  assignee  or
subtenant  agrees to be bound by all terms,  conditions,  and provisions of this
Lease.  If Tenant wants to assign,  sublet or otherwise  transfer all or part of
the  Premises or this Lease,  then Tenant  shall give  Landlord  written  notice
("Tenant's  Request  Notice")  of the  identity  of  the  proposed  assignee  or
subtenant and its business,  all terms of the proposed assignment or subletting,
the  commencement  date of the proposed  assignment or subletting (the "Proposed
Sublease  Commencement  Date"),  the area proposed to be assigned or sublet (the
"Proposed  Sublet Space") and such other  information as Landlord may reasonably
request.  Tenant  shall  also  transmit  therewith  the  most  recent  financial
statement or other  evidence of  financial  responsibility  of such  assignee or
subtenant and a certification  executed by Tenant and such proposed  assignee or
subtenant  stating whether any premium or other  consideration is being paid for
the proposed assignment or sublease. Any sublease,  assignment or other transfer
shall be effective on forms  approved by Landlord and Tenant.  Tenant assigns to
Landlord  any sum due to Tenant from any  assignee,  subtenant  or  occupancy of
Tenant as security for Tenant's  performance of its obligations pursuant to this
Lease,  provided,  however,  that Tenant  shall have the license to collect such
rents  provided  prior to the  occurrence  of an Event of Default.  Following an
Event of Default, Tenant authorizes each such assignee, subtenant or occupant to
pay such sum  directly  to  Landlord  if such  assignee,  subtenant  or occupant
receives  written notice from Landlord  specifying  that such rent shall be paid
directly to Landlord.  Landlord's collection of such rent shall not be construed
as an  acceptance  of such  assignee,  subtenant  or  occupant as a tenant nor a
waiver of any  default  hereunder  by Tenant.  Notwithstanding  anything in this
Paragraph  12 to the  contrary,  provided no Event of Default  exists under this
Lease,  or would exist but for the  pendency of any cure  periods  provided  for
under Paragraph 17, Tenant may, without Landlord's consent,  but after providing
written  notice to  Landlord,  assign this Lease or sublet all or any portion of
the Premises to any Related Entity (as hereinafter defined) provided that (i) in
the event of an assignment,  such Related Entity assumes in full all of Tenant's
obligations  under this Lease;  (ii) Landlord is provided with a counterpart  of
the fully executed agreement of assignment or sublease, which shall be in a form
reasonably satisfactory to Landlord; (iii) to the extent Tenant

                                       6

<PAGE>


remains in existence  Tenant remains liable under the terms of this Lease;  (iv)
such Related  Entity is not a  governmental  entity or agency;  (v) such Related
Entity's use  requirement  does not differ from the  Permitted  Use described in
Paragraph 5 hereof;  and (vi) such  Related  Entity does not require  additional
services  other than those agreed to be provided by Landlord  under the terms of
this  Lease.  "Related  Entity"  shall be  defined  as  (i)any  parent  company,
subsidiary,  or affiliate of Tenant,  which  controls,  is controlled  by, or is
under common control with Tenant, and/or (ii) any entity into which Tenant shall
be merged or consolidated, or which purchases substantially all of the assets of
Tenant and assumes the  liabilities  of Tenant under this Lease and continues in
the same business as that of Tenant.

                  (c) Intentionally Omitted.

                  (d) If Tenant  proposes  to assign  this Lease other than to a
Related Entity, Landlord may, at its option, upon written notice to Tenant given
within ten (10)  business  days after its  receipt of Tenant's  Request  Notice,
together with all other necessary  information,  elect to recapture the Premises
and  terminate  this Lease.  If Tenant  proposes to sublease  all or part of the
Premises for the remainder of the Term, Landlord may, at its option upon written
notice to Tenant  given  within  ten (10)  business  days  after its  receipt of
Tenant's Request Notice, together with all other necessary information, elect to
recapture  such portion of the Premises as Tenant  proposes to sublease and upon
such election by Landlord,  this Lease shall  terminate as to the portion of the
Premises  recaptured.  If a portion  of the  Premises  is  recaptured,  the Rent
payable  under this Lease shall be  proportionately  reduced based on the square
footage of the Rentable Square Feet retained by Tenant and the square footage of
the Rentable  Square Feet leased by Tenant  immediately  prior to such recapture
and termination, and Landlord and Tenant shall thereupon execute an amendment to
this Lease in accordance therewith. Landlord may thereafter, without limitation,
lease the  recaptured  portion  of the  Premises  to the  proposed  assignee  or
subtenant  without  further  liability  to  Tenant.  Upon any such  termination,
Landlord and Tenant shall have no further  obligations  or  liabilities  to each
other under this Lease with respect to the  recaptured  portion of the Premises,
except with respect to obligations  or liabilities  which accrue or have accrued
hereunder as of the date of such  termination (in the same manner as if the date
of such  termination  were the date  originally  fixed for the expiration of the
term hereof).

                  (e) If any sublease,  assignment or other transfer (whether by
operation of law or otherwise)  provides that the  subtenant,  assignee or other
transferee (or any affiliate thereof) is to pay any amount in excess of the rent
and other charges due under this Lease, then, whether such excess be in the form
of an  increased  rental,  lump sum  payment,  payment  for the sale or lease of
fixtures  or  other  leasehold  improvements  or  any  other  form  (and  if the
applicable  space  does not  constitute  the  entire  Premises,  the  amount and
existence of such excess shall be determined on a prorata  basis),  Tenant shall
pay to Landlord  fifty  percent  (50%) of any such excess  within ten (10) days.
Tenant shall in all events  diligently pursue the collection of all amounts owed
by any subtenant, assignee or other transferee. Landlord shall have the right to
inspect  and  audit  Tenant's  books  and  records  relating  to  any  sublease,
assignment or other transfer.

         13.  CASUALTY  DAMAGE.  In the event of damage  or  destruction  of the
Premises by fire or any other casualty, this Lease shall not be terminated,  but
the Premises shall be promptly and fully  repaired or restored,  as the case may
be, by  Landlord  at its own cost and  expense  in an amount  not to exceed  the
amount of insurance proceeds available.  Due allowance,  however, shall be given
for reasonable time required for adjustment and settlement of insurance  claims,
and for such  other  delays as may  result  from  government  restrictions,  and
controls on  construction,  if any, and for strikes,  national  emergencies  and
other conditions beyond the control of Landlord. It is agreed that in any of the
aforesaid events, this Lease shall continue in full force and effect, but if the
condition is such so as to make the entire Premises  untenantable  for practical
use for  Tenant's  purposes,  then the Rent  which  Tenant is  obligated  to pay
hereunder  shall abate as of the date of the occurrence  until the Premises have
been fully and completely  restored by Landlord.  Any unpaid or prepaid Rent for
the month in which said condition occurs shall be prorated.  If the Premises are
partially  damaged or destroyed  but the Tenant can still make  practical use of
the balance of the  Premises;  then during the period that Tenant is deprived of
the use of the damaged portion of said Premises, Tenant shall be required to pay
Rent covering only that part of the Premises that it is able to occupy, based on
that portion of total rent which the amount of square foot area  remaining  that
can be occupied bears to the total square foot area of all the Premises  covered
by this  Lease.  In the event  that  twenty  five  percent  (25%) or more of the
Premises  are  damaged  or  destroyed  by fire  or  other  casualty  so as to be
untenantable  for practical use for Tenant's  purposes and it shall require more
than one  hundred  eighty  (180) days for  Landlord  to  substantially  complete
restoration  of same as  reasonably  concurred  on by Tenant,  then either party
hereto upon  written  notice  delivered  within  thirty (30) days of the fire or
other  casualty to the other party may terminate  this Lease,  in which case the
Rent shall be apportioned  and paid to the date of said fire or other  casualty.
Subject to the foregoing, no compensation,  or claim, or diminution of Rent will
be  allowed  or  paid,  by  Landlord,   by  reason  of  consequential   damages,
inconvenience,  annoyance, or injury to business,  arising from the necessity of
repairing  the Premises or any portion of the Building of which they are a part,
however the necessity may occur.


                                       7

<PAGE>


         14. MAINTENANCE AND REPAIRS.

                  (a)  Subject  to  Tenant's   responsibilities   set  forth  in
Paragraph 14 (d), Landlord shall keep the Building and all machinery,  equipment
and  fixtures  attached  to, or used in  connection  with the  operation  of the
Building, including all electrical,  heating, mechanical,  sanitary,  sprinkler,
utility, power, plumbing, cleaning, refrigeration, ventilating, air conditioning
and elevator systems and equipment  (excluding,  however,  lines,  improvements,
systems and machinery for water, gas, steam and electricity owned and maintained
by any public utility company or governmental  agency or body and excluding also
any of  Tenant's  property or plate  glass) in good order and  repair.  Landlord
reserves the right of access to the Premises for the purposes of such operation,
cleaning,  maintenance,  safety,  security and repairs, and agrees that it shall
use reasonable  efforts (except in the case of emergency) to provide  reasonable
advance  notice to Tenant of its intent to enter the Premises for such purposes.
The cost for  maintaining  the Building and Premises in good order and repair as
contemplated by this Paragraph 14 (a) shall be an Operating Cost for purposes of
Paragraph  11  hereof.  There  shall be no  abatement  in rents due and  payable
hereunder   and  no  liability  on  the  part  of  Landlord  by  reason  of  any
inconvenience, annoyance or disruption arising from Landlord's making reasonable
repairs,  additions or  improvements  to the Building or Premises in  accordance
with its obligations  hereunder  provided Landlord is diligently  pursuing same.
Tenant will not do or permit anything to be done in the Premises or the Building
of which they form a part or bring or keep  anything  therein which shall in any
way increase the rate of fire or other  insurance for said  Building,  or on the
property  kept  therein,  or  obstruct,  or  interfere  with the rights of other
tenants, or in any way injure or annoy them, or those having business with them,
or conflict with them or conflict with the fire laws or regulations, or with any
insurance  policy upon said Building or any part thereof,  or with any statutes,
rules or  regulations  enacted or established  by the  appropriate  governmental
authority.  If any increase in the rate of fire insurance or other  insurance is
stated by any  insurance  company  or by any  insurance  rate  bureau due to any
activity or equipment of Tenant,  such  statement  shall be conclusive  evidence
that the  increase  in such rate is caused by such  activity or  equipment,  and
Tenant shall be liable for such increase and shall reimburse  Landlord  therefor
upon  demand,  and any such sum  shall be  considered  Additional  Rent  payable
hereunder.

                           In the  event  Landlord  elects  to make  substantial
improvements  or  additions  to  the  Building,   Property  or  Premises,   such
improvements or additions  shall not adversely  affect Tenant's use of or access
to the  Premises  unless  Landlord has  obtained  the prior  written  consent of
Tenant,  which  consent  shall  not  be  unreasonably  withheld,  to  make  such
improvements or additions  which affect Tenant's  Premises in an adverse manner.
Landlord  shall  be free to make  improvements  or  additions  to the  Building,
Property or Premises  which do not have an adverse  effect on Tenant's use of or
access to the Premises.

                  (b) After  substantial  completion  of Building  or  Premises,
except as hereinafter  expressly set forth Tenant will not make any alterations,
installments,  changes,  replacements,  additions or improvements,  collectively
"Alterations",  in or to the  Premises  or any part  thereof,  without the prior
written consent of Landlord,  not to be unreasonably withheld or delayed. In the
event Landlord  elects to have the  Alterations  remain upon the Premises,  said
written consent shall include Landlord's  election.  It is expressly  understood
that all  Alterations  shall be performed in a good and  workmanlike  manner and
shall conform to all rules and regulations  established from time to time by any
applicable  underwriter's  association and conform to all requirements of local,
state and federal  governments.  All Alterations  shall be made at Tenant's sole
expense, by contractors,  or subcontractors reasonably approved by Landlord, and
only after (i) Tenant has  obtained  all  necessary  permits  from  governmental
authorities and (ii) Tenant has submitted  complete plans and  specifications to
Landlord with respect to the  Alterations and Landlord has approved them. If any
mechanic's  lien is filed  against  the  Premises  or the  Building  for work or
materials  furnished to Tenant,  the lien shall be  discharged  or bonded off by
Tenant,  solely at  Tenant's  expense,  within  thirty  (30) days  after  Tenant
receives notice thereof.  Tenant shall indemnify and hold harmless Landlord from
any and all expenses (including  attorney's fees), liens and claims or damage to
persons,  property,  or the  Building  which  may arise  from the  making of any
Alterations.  Tenant will deliver to Landlord an architect's  certification that
the Alterations were constructed in accordance with the plans and specifications
previously approved by Landlord.

                           It is also expressly  understood that all Alterations
upon the Premises  (whether with or without  Landlord's  consent),  shall at the
election of Landlord,  as provided in the written consent required herein above,
remain upon the Premises and be surrendered  with the Premises at the expiration
of this Lease without  disturbance,  molestation or injury.  Notwithstanding the
foregoing, provided (i) this Lease is in full force and effect, (ii) no material
adverse  change in Tenant's  financial  condition has  occurred,  and (iii) that
Tenant  shall not have been in default  more than twice  during the term of this
Lease and shall not then be in  default  in the  performance  of any  obligation
under this Lease, Tenant shall have the right to remove, prior to the expiration
or  termination  of this Lease,  all movable  furniture,  fixtures or  equipment
installed in the Premises solely at Tenant's expense. Should Landlord elect that
alterations,  installments, changes, replacements,  additions to or improvements
made by Tenant are not to remain on the  Premises,  Tenant  hereby  agrees  that
within  five (5)  days  following  the  expiration  of the  Term of this  Lease,
Landlord  shall have the right to cause same to be removed at Tenant's sole cost
and expense.  Tenant hereby agrees to reimburse Landlord for the reasonable cost
of such removal together with the cost of restoring the Premises to its original
condition.

                  (c) Tenant  shall not install any other  equipment of any kind
or nature whatsoever which will or may necessitate any changes,  replacements or
additions to or require the use of the water system, air conditioning  system or
the electrical  system of the Premises  without the prior written consent of the
Landlord,  which consent shall not be unreasonably  withheld or

                                       8

<PAGE>


delayed.  In the event that Tenant  wishes to install  machinery  or  mechanical
equipment  which may cause noise or vibration to be transmitted to the structure
of the Building or any space  therein,  such  machinery  shall be installed  and
maintained by Tenant,  at Tenant's  expense,  on vibration  eliminators or other
devices  sufficient to eliminate  such noise and  vibration.  Tenant may, at its
expense, install and remove additional equipment and machinery used or useful in
Tenant's  business,  which  equipment and machinery shall remain the property of
Tenant  and  shall  not  become  part of the real  estate,  provided  that  such
installation  shall not reduce the value of the Premises or its usefulness.  Any
equipment  of Tenant  not  removed  by  Tenant  within  ten (10) days  after the
expiration or earlier termination of this Lease shall be considered abandoned by
Tenant and may be  appropriated,  sold,  destroyed or  otherwise  disposed of by
Landlord  without first giving notice thereof and without  obligation to account
therefor.  Notwithstanding  any other  provision  of this Lease,  Tenant may not
install any equipment which emits electromagnetic, microwave, ultrasonic, laser,
or  other  radiation  which  Landlord  determines  causes a risk to  persons  or
property, or interferes with telecommunications transmissions or computer use.

                  (d) Subject to Landlord's  obligations  to maintain and repair
the Premises in  accordance  with this  Paragraph 14, Tenant agrees that it will
take good care of the  Premises  and the  fixtures  and plate glass  therein and
will, at the expiration or other  termination of the Term hereof,  surrender and
deliver  up the same in like  good  order and  conditions  as the same now is or
shall be at the commencement of the Term hereof, ordinary wear and tear excepted
and shall  repair any damage  caused by its removal of trade  fixtures.  Without
limiting the generality of the foregoing, Tenant shall promptly make all repairs
to the Premises or to any part of the  Building,  to the extent such repairs are
not covered by  insurance  and if such  repairs are  necessitated  by any act or
omission of Tenant, any subtenant,  assignee or concessionaire of Tenant, any of
its respective  agents or employees,  or by the failure of Tenant to perform any
of its obligations under this Lease.

         15. PARKING AND LOADING AREAS.

                  (a) During the Term of this Lease,  and any  renewal  thereof,
Tenant  shall have,  without  charge,  the right to utilize  two  hundred  (200)
vehicle  parking spaces in the Building's  parking  facilities on a nonexclusive
basis with other  tenants of the  Building,  upon such  non-financial  terms and
conditions  as may  from  time to  time be  established  by  Landlord.  Landlord
reserves the right in its absolute  discretion to determine  whether the parking
facilities are becoming  crowded and to allocate and assign parking spaces among
Tenant and the other tenants.  It is understood and agreed that Landlord assumes
no  responsibility,  and shall not be held liable,  unless  caused by Landlord's
negligence,  for any  damage or loss to any  automobiles  parked in the  parking
facilities  or to any  personal  property  located  therein,  or for any  injury
sustained by any person in or about the parking facilities.

                  (b) During the Term of this Lease,  and any  renewal  thereof,
Tenant shall have, without charge, the right to utilize the paved areas adjacent
to the  Premises  which have been  designed and  constructed  for use as loading
docks to serve the  Premises and to provide  access to the drive-in  door in the
Premises. Landlord shall not be liable to Tenant as a result of any inability of
Tenant to access such docks or  drive-in  door due to the parking of vehicles in
the vicinity of such loading docks and drive-in area, or otherwise.

         16. SIGNAGE.  Tenant shall be entitled to install, at its sole expense,
one (1)  building  mounted  exterior  sign and one (1) monument  sign  providing
identification of Tenant, at Tenant's expense,  subject to Landlord's reasonable
approval as to location,  design, color,  lighting,  and specifications,  and to
applicable Jefferson County regulations and restrictions of record.

         17. EVENT OF DEFAULT.

                  (a) Definition.  As used in the provisions of this Lease, each
of the following events shall constitute,  and is hereinafter referred to as, an
"Event of Default":

                           (i) If Tenant (1) fails to pay Rent,  Additional Rent
or any other  sum which  Tenant is  obligated  to pay by any  provision  of this
Lease,  when and as it is due and payable hereunder and without demand therefor,
or (2) in any  material  respect  violates  any  of  the  terms,  conditions  or
covenants set forth in the provisions of this Lease; or

                           (ii) If Tenant (1)  applies  for or  consents  to the
appointment  of a  receiver,  trustee  or  liquidator  of  Tenant or of all or a
substantial part of its assets,  (2) files a voluntary petition in bankruptcy or
admits in writing its  inability to pay its debts as they come due, (3) makes an
assignment for the benefit of its  creditors,  (4) files a petition or an answer
seeking a  reorganization  or an arrangement  with  creditors,  or seeks to take
advantage of any insolvency  law, (5) performs any other act of  bankruptcy,  or
(6) files an answer  admitting  the  material  allegations  of a  reorganization
insolvency proceeding.

                           (iii) If an order of relief or other order, judgement
or decree is entered by any court of competent jurisdiction  adjudicating Tenant
as  insolvent,  or  otherwise  entitled to the  protection  of or subject to any
bankruptcy  statute,  approving a petition  seeking  such a  reorganization,  or
appointing a receiver,  trustee or  liquidator  of Tenant or otherwise  commence
with respect to Tenant or any of its assets any proceeding under any bankruptcy,
reorganization,  arrangement, insolvency, readjustment,

                                       9

<PAGE>


receivership or similar law, and if such order, judgement,  decree or proceeding
continues  unstayed  for  more  than  sixty  (60)  consecutive  days  after  the
expiration of any stay thereof.

                  (b) Notice to Tenant, Grace Period.  Anything contained in the
provisions  of  this  Paragraph  to  the  contrary  notwithstanding,   upon  the
occurrence  of an Event of Default  Tenant shall not be deemed to be in default,
and  Landlord  shall not  exercise  any right or remedy which it holds under any
provision of this Lease or under applicable law unless and until;

                           (i)  Landlord  has given  written  notice  thereof to
Tenant, and

                           (ii) Tenant has failed,  (1) if such Event of Default
consists of the failure to pay money,  within three (3) calendar  days after the
date Landlord presents notice, to pay all of such money,  together with interest
thereon and any late payment  charge which may be due  hereunder of five percent
(5%)  levied on all  monies  due to  Landlord  as of the  Notice of  Default  in
accordance  with  Paragraph  3(g),  or (2) if such Event of Default  consists of
something other than the failure to pay money, within fifteen (15) business days
thereafter to commence actively, diligently and in good faith to proceed to cure
such Event of Default and to continue to do so until it is fully cured; provided
however,  if Tenant  commences  to cure such  default  during such  fifteen (15)
business day period, and such default cannot be cured within such period despite
diligent effort, Tenant shall be afforded such additional time as may reasonably
required to effect a cure  provided that Tenant  continues to diligently  pursue
such cure.

                           (iii) No such notice  shall be  required,  and Tenant
shall be entitled to no such grace  period,  (1) more than twice with respect to
monetary  default  during each twelve (12) month  period of the Term,  or (2) if
Tenant  has  substantially  terminated  or is in the  process  of  substantially
terminating its continuous occupancy and use of the Premises for the purpose set
forth  in the  provisions  of  Paragraph  5,  or (3) if  any  Event  of  Default
enumerated in the  provisions of Paragraphs  17(a)(ii),  17(a)(iii) or 17(b)(ii)
has occurred.

                  (c)  Landlord's  Rights  upon  Event  of  Default.   Upon  the
occurrence of an Event of Default,  Landlord,  at its option, may terminate this
Lease, and with our without terminating this Lease, may pursue any and all other
remedies  available  to it  under  the  laws of the  Commonwealth  of  Kentucky,
including, by way of example rather than of limitation, the rights to:

                           (i) re-enter and repossess the Premises,  with lawful
force, and any and all improvements thereon and additions thereto;

                           (ii) at  Landlord's  option,  immediately  recover an
amount  equal to the present  value (as of the date of Tenant's  default) of the
Base Rent and  Additional  Rent which  would have become due through the date on
which the Lease Term would have expired but for Tenant's default,  which damages
shall be  payable to  Landlord  in a lump sum on demand.  For  purposes  of this
Section,  present value shall be computed by  discounting at a rate equal to one
(1) whole percent point above the "prime rate" then in effect at Morgan Guaranty
Trust  Company  of  New  York,  and  collect  such  balance  in any  manner  not
inconsistent with applicable law; and/or

                           (iii) relet any or all of the  Premises  for Tenant's
account for any or all of the  remainder of the Lease Term,  or pay to Landlord,
any  deficiency  in the Rent and any other sum which  Tenant is obligated to pay
resulting,  with respect to such remainder,  from such reletting, as well as the
out-of-pocket  cost to Landlord of any reasonable  fees relating to reletting of
the Premises  including but not limited to construction  costs,  brokerage fees,
reasonable  attorney's fees or of any repairs or other action  (including  those
taken in exercising  Landlord's  rights under any provision of this Lease) taken
by Landlord on account of such Event of Default.

Landlord's  rights and  remedies set forth in this Lease are  cumulative  and in
addition to Landlord's other rights and remedies at law or in equity,  including
those available as a result of any anticipatory breach of this Lease. Landlord's
exercise  of any such  right or  remedy  shall not  prevent  the  concurrent  or
subsequent exercise of any other right or remedy. Landlord's delay or failure to
exercise or enforce any of Landlord's rights or remedies or Tenant's obligations
shall not  constitute  a waiver of any such  rights,  remedies  or  obligations.
Landlord  shall not be deemed to have  waived any  default  unless  such  waiver
expressly set forth in an instrument  signed by Landlord.  Any such waiver shall
not be  construed  as a waiver of any  covenant  or  condition  except as to the
specific circumstances  described in such waiver. Neither Tenant's payment of an
amount less than a sum due nor Tenant's endorsement or statement on any check or
letter  accompanying  such payment  shall be deemed an accord and  satisfaction.
Notwithstanding  any request or  designation  by Tenant,  Landlord may apply any
payment  received  from Tenant to any payment then due.  Landlord may accept the
same without prejudice to Landlord's right to recover the balance of such sum or
to  pursue  other  remedies.  Re-entry  and  acceptance  of  keys  shall  not be
considered an acceptance of a surrender of this Lease.

                  (d) Right of  Landlord  to Cure  Tenant's  Default.  If Tenant
defaults in the  performance of any of its  obligations  under this Lease,  then
Landlord shall have the right (but not the duty) to perform such obligation, and
Tenant shall  reimburse  Landlord for any costs and expenses  thereby  incurred,
together with interest  thereon at that rate per annum which is two

                                       10

<PAGE>
percent (2%)  greater  than the "prime  rate" then in effect at Morgan  Guaranty
Trust Company of New York, from the date such costs and expenses are incurred by
Landlord  to the date of  payment  thereof by Tenant;  provided,  however,  that
nothing herein  contained  shall be construed or implemented in such a manner as
to allow  Landlord to charge or receive  interest in excess of the maximum legal
rate then allowed by law. Such payment and interest shall constitute  Additional
Rent hereunder, which shall be due and payable with the next monthly installment
of Rent; but the making of such payment or the taking of such action by Landlord
shall not operate to cure such default or to stop  Landlord  from the pursuit of
any remedy to which Landlord would otherwise be entitled.

                  (e)  Lien  on  Personal  Property.  Pursuant  to KRS  383.070,
Landlord shall have a lien on all of Tenant's  tangible and intangible  personal
property  now or  hereafter  located  upon the Premises to secure the payment of
four (4) months' rent.  Landlord's  rights and remedies provided in this section
shall be in  addition  to,  and not in lieu of, any other  rights  and  remedies
available  to  Landlord  pursuant  to the  terms of this  Lease or  pursuant  to
applicable law.

                  (f)  No  Waiver.  If  Landlord  institutes  legal  proceedings
against  Tenant as to any matter under this Lease and a compromise or settlement
is made, Landlord shall not be deemed to have waived any rights under this Lease
except  as  explicitly  set  forth in a written  agreement  signed  by  Landlord
evidencing such compromise or settlement. No waiver by Landlord of any breach of
any covenant, condition, or agreement in this Lease shall operate as a waiver of
such  covenant or  condition  itself or of any  subsequent  breach  thereof.  No
payment by Tenant or receipt by  Landlord  of a lesser  amount  than the monthly
installments  of Rent  herein  stipulated  shall be  deemed  to be other  than a
payment on  account,  nor shall any  endorsement  or  statement  on any check or
letter  accompanying  a check  for  payment  of Rent be  deemed  an  accord  and
satisfaction, and Landlord may accept such check prepayment without prejudice to
Landlord's  right to  recover  the  balance  of such Rent or to pursue any other
remedy  provided in the Lease.  No re-entry by Landlord,  and no  acceptance  by
Landlord of keys from Tenant,  shall be  considered an acceptance of a surrender
of the Lease.

         18. HOLDING OVER. Tenant  acknowledges  that it is extremely  important
that Landlord have  substantial  advance notice of the date on which Tenant will
vacate the Premises,  because  Landlord will (a) require an extensive  period to
locate a  replacement  tenant,  and (b) plan its entire  leasing and  renovation
program for the Building in reliance on its lease expiration dates.  Tenant also
acknowledges that if Tenant fails to surrender the Premises at the expiration or
earlier  termination of the Lease Term,  then it will be  conclusively  presumed
that the value to Tenant of remaining in  possession,  and the loss that will be
suffered  by  Landlord  as a  result  thereof,  far  exceed  the  Base  Rent and
Additional Rent that would have been payable had the Lease Term continued during
such holdover period.  Therefore,  if Tenant (or anyone claiming through Tenant)
does not  immediately  surrender  the  Premises or any portion  thereof upon the
expiration  or earlier  termination  of the Lease  Term,  then the rent shall be
increased to equal the greater of (1) the fair market rent for the Premises,  or
two hundred percent (200%) of the Base Rent, Additional Rent and other sums that
would have been payable  pursuant to the  provisions  of this Lease if the Lease
Term had continued during such holdover  period.  Such rent shall be computed by
Landlord  on a  monthly  basis  and  shall be  payable  on the first day of such
holdover period and the first day of each calendar month thereafter  during such
holdover period until the Premises have been vacated.  Notwithstanding any other
provision  of this Lease,  Landlord's  acceptance  of such rent shall not in any
manner  adversely  affect  Landlord's  other  rights  and  remedies,   including
Landlord's right to evict Tenant and to recover all damages.  Any holdover shall
be deemed to be a  tenancy-at-sufferance  and not a  tenancy-at-will  or tenancy
from month-to-month;  provided,  however,  that Landlord may, in addition to its
other  remedies,  elect, in its sole  discretion,  to treat such holdover as the
creation of a month-to-month tenancy with Tenant. In no event shall any holdover
be deemed a  permitted  extension  or renewal  of the Lease  Term,  and  nothing
contained  herein  shall be construed to  constitute  Landlord's  consent to any
holdover or to give Tenant any right with respect  thereto.  Except as otherwise
specifically  provided in this Article,  all terms of this Lease shall remain in
full force and effect during the holdover period.

         19.  LANDLORD'S  RIGHT  OF  ENTRY.  Landlord  and its  agents  shall be
entitled to enter the Premises at any reasonable  time,  with  reasonable  prior
notice except in emergency,

                  (a) To inspect the Premises;

                  (b) To exhibit  the  Premises to any  existing or  prospective
purchaser or mortgagee  thereof or, during the last nine (9) months of the Term,
any prospective tenant thereof;

                  (c)  To  make  any   reasonable   and  necessary   alteration,
improvement or repair to the Premises; or

                  (d) For any other reasonable purpose relating to the operation
or  maintenance of the Premises;  provided,  that Landlord shall (i) give Tenant
reasonable  prior notice of its intention to enter the  Premises,  except in the
case of emergency,  and (ii) use reasonable efforts to avoid thereby interfering
any more than is reasonably necessary with Tenant's use and enjoyment thereof.

                                       11

<PAGE>


         20. LIABILITY, TENANT'S INDEMNITY, INSURANCE.

                  (a)  Landlord  shall  not be  liable  for,  and  Tenant  shall
indemnify  and hold  Landlord  harmless  from and against,  any injury,  loss or
damage of whatever nature to any persons or property arising within the Premises
unless caused by the willful act or gross  negligence  of Landlord,  its agents,
employees  or  contractors.  Commencing  with the date on which the Premises are
made  available to Tenant and continuing  thereafter  throughout the Lease Term,
Tenant shall maintain,  at its sole expense,  (i) general  comprehensive  public
liability  insurance,  including  bodily injury,  property damage or other loss,
insuring Tenant,  Landlord,  Landlord's Lender,  and Landlord's  appointed agent
with respect to the Premises and their appurtenances,  in a company or companies
reasonably  satisfactory  to Landlord,  in an amount not less than Three Million
Dollars ($3,000,000),  (ii) all-risk property and casualty insurance,  including
theft,  written at replacement cost value and with replacement cost endorsement,
covering all of Tenant's personal property in the Premises, and (iii) if, and to
the extent required by law, worker's  compensation or similar insurance offering
statutory  coverage and containing  statutory limits.  All such insurance shall:
(1) be issued by a company  that is licensed to do business in the  jurisdiction
in which the Building is located,  that has been approved in advance by Landlord
and that has a rating equal to or exceeding  A:XI from Best's  Insurance  Guide;
(2) name  Landlord,  its managing agent (or its successor) and the holder of any
Mortgage as  additional  insureds  and/or loss  payees as  applicable  (as their
interests  may  appear),  except  that the  liability  insurance  shall not name
Landlord's Mortgage holder as an additional insured;  (3) contain an endorsement
that such insurance shall remain in full force and effect  notwithstanding  that
the  insured  may have  waived its right of action  against any person or entity
prior to the occurrence of a loss (Tenant hereby waiving its right of action and
recovery against and releasing Landlord and its employees,  affiliates, partners
and agents  from any and all  liabilities,  claims and losses for which they may
otherwise  be liable to the extent  Tenant is covered  by  insurance  carried or
required to be carried  under this Lease);  (4) provide that the insurer  waives
all right of recovery by way of  subrogation  against  Landlord,  its  partners,
affiliates,  agents and  employees,  (5) be  acceptable  in form and  content to
Landlord;  (6) be primary and  non-contributory;  and (7) contain an endorsement
prohibiting cancellation,  failure to renew, reduction in amount of insurance or
change of  coverage  (A) as to the  interests  of  Landlord or the holder of the
Mortgage  by  reason of any act or  omission  of  Tenant,  and (B)  without  the
insurer's giving Landlord thirty (30) days' prior written notice of such action.
No such  policy  shall  contain any  deductible  provision  except as  otherwise
approved  in writing  by  Landlord,  which  approval  shall not be  unreasonably
withheld.  Landlord  reserves  the right from time to time to require  Tenant to
obtain higher  minimum  amounts or different  types of  insurance.  Tenant shall
deliver a certificate of all such insurance and receipts  evidencing  payment of
the  premium for such  insurance  (and,  upon  request,  copies of all  required
insurance  policies,   including  endorsements  and  declarations)  to  Landlord
concurrently  with  Tenant's  execution  of this  Lease  and at  least  annually
thereafter.

                           In  addition,  Tenant  shall  require any  contractor
retained by it to perform any  Alteration  to carry and  maintain at Tenant's or
such  contractor's  expense  (and furnish the policy,  policies or  certificates
thereof to Landlord and  Landlord's  Lender)  during such times as contractor is
working in the Premises,  (i) comprehensive  general liability insurance policy,
including,  but not limited to,  contractor's  liability  coverage,  contractual
liability  coverage,  complete operations  coverage,  broad form property damage
endorsement and contractor's protective liability coverage, to afford protection
with  limits per person and for each  occurrence,  of not less than One  Million
Dollars ($1,000,000), combined single limit, with respect to personal injury and
death and property damage, such insurance to provide for no deductible,  to name
Landlord  and  Landlord's  Lender  as  additional  insureds  and  (ii)  worker's
compensation  insurance or similar  insurance in form and amounts as required by
law.

                           Landlord  shall maintain  insurance  coverage for the
Building,  the cost of such insurance shall be an Operating Cost for purposes of
Paragraph  11  hereof,  in such  amounts  and  with  such  carriers  as shall be
reasonable and necessary from time to time  including (a) fire  insurance,  with
standard extended coverage  endorsement  including  demolition costs,  increased
costs of construction,  and contingent  liability from changes in building codes
on the Premises, in an amount not less than the full replacement value from time
to time of the Premises; (b) flood insurance in an amount Landlord may from time
to time reasonably require, if the Premises are located in an area designated as
"flood prone" pursuant to the national Flood Insurance Act of 1968 and the Flood
Disaster Protection Act; (c) difference-in-conditions  coverage (including flood
and earthquake to the extent  available) to the extent not covered under (a) and
(b) above, in an amount Landlord from time to time may reasonably  require;  (d)
rental value  insurance in an amount equal to one (1) year gross rent; (e) steam
boiler and machinery breakdown direct damage insurance and third-party liability
coverage  (if  applicable  and if not covered  under the  comprehensive  general
liability policy), with full comprehensive  coverage on a repair and replacement
cost basis,  for all boilers and  machinery  which form a part of the  Premises,
including business interruption  insurance in connection therewith in accordance
with (d) above;  and (f) such other  insurance as Landlord  may require  against
such other  insurable  hazards which at the time are customary and prudent under
the circumstances.

                  (b) All damages to the  Premises or the Building of which they
are a part, caused by Tenant, or the agents, servants, employees and invitees of
Tenant, will be repaired by Landlord at the expense of Tenant, to the extent not
covered by insurance  proceeds,  with the right on the part of Landlord to elect
in its  discretion  to regard the same as  Additional  Rent, in which event such
cost or charge shall become Additional Rent payable with the installment of Rent
next becoming due or thereafter  falling due under the terms of this Lease. This
provision shall be construed as an additional remedy granted to Landlord and not
in limitation of any other rights and remedies which Landlord has or may have in
said circumstances.

                                       12

<PAGE>


                  (c) All personal  property of Tenant in the Premises or in the
Building  of which the  Premises  is a part shall be at the sole risk of Tenant.
Landlord  shall not be liable for any  accident to or damage to the  property of
Tenant resulting from the use or operation of the heating,  cooling,  electrical
or plumbing  apparatus  or any other  cause  whatsoever.  Landlord  shall not be
liable in damages,  nor shall this Lease be affected,  for conditions arising or
resulting,  and which may affect the  Building of which the  Premises is a part,
due to construction on contiguous premises unless such construction  renders the
Premises untenantable or of no practical use for Tenant's purposes.

                  (d) Landlord assumes no liability or responsibility whatsoever
in the conduct and  operations  of the business to be conducted in the Premises.
Landlord  shall not be liable  for any  accident  to or injury to any  person or
persons or property in or about the Premises which are caused by the conduct and
operation  of said  business or by virtue of  equipment or property of Tenant in
said Premises.

                  (e) Except to the extent  caused by the willful  misconduct or
gross  negligence of Landlord,  its agents or employees,  Landlord shall have no
liability to Tenant,  its employees,  agents,  invitees,  licensees,  customers,
clients, family members or guests for any damage,  compensation or claim arising
from the repair by Landlord of any portion of the Premises or the Building,  any
interruption in the use of the Premises,  accident or damage  resulting from the
use or operation (by Landlord,  Tenant or any other person) of heating, cooling,
electrical or plumbing  equipment or apparatus,  or from  untenantability of the
Premises  resulting from fire or other casualty subject to Paragraph 13, or from
any robbery, theft, mysterious  disappearance and/or any other casualty, or from
any  leakage in any part or portion of the  Premises  or the  Building,  or from
water, rain or snow that may leak into or flow from any part of the Premises, or
from drains,  pipes or plumbing  work in the  Building,  or from any other cause
whatsoever.  Any goods, property or personal effects, stored or placed by Tenant
in or about the Premises shall be at the risk of Tenant,  and Landlord shall not
in any manner be held  responsible  therefor.  The  employees  of  Landlord  are
prohibited  from  receiving  any  packages or other  articles  delivered  to the
Premises  for Tenant,  and if any such  employee  receives  any such  package or
article,  at the request of Tenant,  such employee  shall be the agent of Tenant
for such purposes and not of Landlord.

         21.  WAIVER  OF  SUBROGATION.   If  either  party  hereto  is  paid  or
indemnified by any proceeds  under any policy of insurance  naming such party as
an insured (or would have been paid or  indemnified  by such  proceeds if it had
maintained  all of the  insurance  coverages it is required  under this Lease to
maintain),  on account of any loss, damage or liability,  then such party hereby
releases the other party hereto from any and all liability for such loss, damage
or liability, notwithstanding that such loss, damage or liability, may arise out
of the negligent act or omission of the other party, its agents or employees.

         22. EMINENT DOMAIN.

                  (a) If any or all of the Premises are taken by the exercise of
any  power of  eminent  domain or are  conveyed  to or at the  direction  of any
governmental  entity  under a  threat  of any  such  taking  (each  of  which is
hereinafter referred to as a "Condemnation"),  Landlord, subject to subparagraph
(c) below shall be entitled to collect from the condemning  authority thereunder
the entire amount of any award made in any such  proceeding or as  consideration
for such deed,  without  deduction  therefrom  for any leasehold or other estate
held by Tenant by virtue of this Lease.

                  (b)  Tenant,  subject to  subparagraph  (c) below,  hereby (i)
assigns to Landlord all of Tenant's right, title and interest, if any, in and to
any such award,  (ii) waives any right which it may otherwise have in connection
with such Condemnation,  against Landlord or such condemning  authority,  to any
payment  for (a) the  value of the  then  unexpired  portion  of the  Term,  (b)
leasehold  damages (except the unamortized  portion of any improvements paid for
by Tenant and title to which is  retained by Tenant,  provided  such amount does
not diminish  and/or delay any award or payment which Landlord  would  otherwise
receive as a result of such  condemnation),  and (c) any damage to or diminution
of the value of  Tenant's  leasehold  interest  hereunder  or any portion of the
Premises not covered by such  Condemnation;  and (iii) agrees to execute any and
all  further  documents  which  may be  required  in  order  to  facilitate  the
Landlord's collection of any and all such awards.

                  (c)   Notwithstanding   the   foregoing   provisions  of  this
Paragraph,  Tenant may seek a separate  award, so long as such separate award in
no way  diminishes  and/or  delays any award or  payment  which  Landlord  would
otherwise receive as a result of such Condemnation.

         23. EFFECT OF CONDEMNATION.

                  (a) If (i) all of the Premises are covered by a  Condemnation,
or (ii)  if any  part of the  Premises  is  covered  by a  Condemnation  and the
remainder  thereof  is  insufficient  for the  reasonable  operation  therein of
Tenant's  business,  or (iii) any of the  Building is covered by a  Condemnation
and, in Landlord's  reasonable  opinion,  reasonably  concurred in by Tenant, it
would be impractical to restore the remainder thereof,  then, in any such event,
the Term shall  terminate  on the date upon which  possession  of so much of the
Premises as is covered by such Condemnation is taken by the condemning authority
thereunder,  and  all  Rent  (including,  by  way  of  example  rather  than  of
limitation,  any Operating Costs payable pursuant to the provisions of Paragraph
11), Tax, and other charges payable hereunder shall be prorated and paid to such
date.

                                       13

<PAGE>


                  (b) If there is a Condemnation and the Term does not terminate
pursuant to the foregoing provisions of this Paragraph, the operation and effect
of this Lease shall be  unaffected  by such  Condemnation,  except that the Base
Monthly Rent  payable  under the  provisions  of Paragraph 3 shall be reduced in
proportion  to the  square  footage,  if any,  of the  Premises  covered by such
Condemnation.

                  (c)  If  there  is a  Condemnation,  Landlord  shall  have  no
liability to Tenant on account of any (i) interruption of Tenant's business upon
the Premises,  (ii) diminution in Tenant's ability to use the Premises, or (iii)
other injury or damage sustained by Tenant as a result of such Condemnation.

                  (d)  Except  for  any  separate  award  to  Tenant  under  the
provisions of Paragraph  22(c),  Landlord  shall be entitled to conduct any such
condemnation  proceeding and any settlement  thereof free of  interference  from
Tenant,  and Tenant  hereby  waives any right which it might  otherwise  have to
participate therein.

         24.  MECHANIC'S AND MATERIALMEN'S  LIENS.  Tenant shall bond, remove or
have  removed  any  mechanic's,  materialmen's  or other  lien  filed or claimed
against any or all of the Premises, by reason of labor or materials provided for
or at the request of Tenant or any of its contractors or  subcontractors  within
thirty (30) days of notice of filing said lien.

         25. QUIET ENJOYMENT.  Landlord hereby covenants that Tenant,  on paying
the  Rent  and  performing  the  covenants  set  forth  herein,   shall  without
interference from Landlord peaceably and quietly hold and enjoy,  throughout the
Term,  (i) the Premises,  and (ii) such rights as Tenant may hold hereunder with
respect to the Premises.

         26. SURRENDER.

                  (a) Upon the  expiration or earlier  termination  of the Term,
Tenant shall  surrender the Premises to Landlord in good order,  cleanliness and
repair, ordinary wear and tear excepted.

                  (b)  Subject  to   Paragraph   14(c)   hereof,   any  and  all
improvements,  repairs,  alterations and all other property attached to, used in
connection with or otherwise installed upon the Premises (i) shall,  immediately
upon the  completion  of the  installation  thereof,  be and  become  Landlord's
property without payment therefor by Landlord,  and (ii) shall be surrendered to
Landlord upon the expiration or earlier termination of the Term, except that any
machinery,  equipment or fixtures installed by Tenant and used in the conduct of
Tenant's  trade or business  (rather than to service the Premises)  shall remain
Tenant's  property and shall be removed by Tenant within five (5) days after the
expiration or earlier  termination  of the Term,  and Tenant shall  promptly and
thereafter  fully  restore any of the Premises or the  Building  damaged by such
installation or removal thereof.

         27. SUBORDINATION.  This Lease is subject and subordinate to all ground
or underlying leases and to all mortgages and/or deeds of trust which may now or
hereafter  affect such leases or the real  property of which the Premises form a
part,(the  "Mortgage")  and  to  all  renewals,  modifications,  consolidations,
re-castings,  replacements and extensions thereof. The holder of the Mortgage to
which this Lease is subordinate shall have the right at any time to declare this
Lease to be  superior  to the lien,  provisions,  operation  and  effect of such
Mortgage  and Tenant  shall  execute,  acknowledge  and deliver  all  confirming
documents   required  by  such  holder.   In   confirmation   of  the  foregoing
subordination, Tenant shall at Landlord's request promptly execute any requisite
or appropriate document.  Tenant appoints Landlord as Tenant's  attorney-in-fact
to execute any such  document  for Tenant if Tenant fails to execute same within
ten (10) business days after request  therefor.  Tenant waives the provisions of
any statute or rule of law now or  hereafter in effect which may give or purport
to give Tenant any right to terminate or otherwise  adversely  affect this Lease
or  Tenant's  obligations  in the  event  any  such  foreclosure  proceeding  is
prosecuted or completed or in the event the Property, the Building or Landlord's
interest  therein  is  sold  at a  foreclosure  sale  or  by  deed  in  lieu  of
foreclosure.  If  this  Lease  is not  extinguished  upon  such  sale  or by the
purchaser  following such sale,  then, at the request of such purchaser,  Tenant
shall  attorn  to such  purchaser  and shall  recognize  such  purchaser  as the
landlord under this Lease.  Upon such attornment such purchaser shall not be (a)
bound by any payment of the Base Rent or Additional Rent more than one (1) month
in advance, (b) bound by any amendment of this Lease made without the consent of
the holder of the Mortgage existing as of the date of such amendment, (c) liable
for  damages  for any breach,  act or  omission  of any prior  landlord,  or (d)
subject to any offset or  defenses  which  Tenant  might have  against any prior
landlord.  Within five (5) business days after  receipt,  Tenant shall  execute,
acknowledge  and deliver any  requisite  or  appropriate  document  submitted to
Tenant confirming such attornment.

         28. ESTOPPEL CERTIFICATE.  Landlord and Tenant agree from time to time,
upon not less than ten (10)  business  days' prior  written  notice by the other
party,  to execute,  acknowledge and deliver to such party or to any existing or
prospective  owner or mortgagee of the Building or land upon which such Building
has been built, or any interest in either, a statement in writing (a) certifying
that this  Lease is  unmodified  and in full  force and effect (or if there have
been  modifications,  stating  the  modifications  and that the Lease is in full
force and effect as  modified),  (b) stating the dates to which the Rent and any
other charges hereunder have been paid by Tenant, (c) stating whether or not, to
the knowledge of such party, the other party is in default in the performance of
any  covenant,  agreement  or  condition  contained  in this  Lease,  and if so,
specifying each such default of which such

                                       14

<PAGE>


party may have  knowledge,  (d)  stating  that  Tenant  shall give notice to any
mortgagee  prior to  seeking  to  terminate  the  Lease by  reason of any act or
omission  of Landlord  until such  mortgagee  has had  reasonable  time,  at its
option,  to remedy  such act or  omission,  and (e) stating the address to which
notices to Tenant,  or Landlord,  as the case may be,  should be sent.  Any such
statement may be relied upon by any existing or  prospective  owner or mortgagee
of the Building or  aforesaid  land or any interest in either or any assignee of
any such person.

         29. NOTICES.  Any notice,  demand,  consent,  approval request or other
communication or document to be provided  hereunder to a party hereto,  shall be
in  writing  and  shall be  deemed to have been  provided  after  being  sent by
certified or registered  mail,  return receipt  requested,  in the United States
mail or by personal delivery or commercial courier, against receipt. Any and all
notices  or  other  communications  to  Landlord  and  Tenant  shall be given as
follows:

                  Landlord:         Louisville Commerce Realty Corporation
                                    c/o J.P. Morgan Investment Management, Inc.
                                    522 Fifth Avenue at 44th Street
                                    New York, New York  10036

                  Copy to:          Louisville Commerce Realty Corporation
                                    c/o Burnham Partners, LLC
                                    150 South Wacker Drive, Suite 2410
                                    Chicago, Illinois  60606
                                    Attn:   Robert Halpin, President

                  Copy to:          Michael B. Vincenti, Esq.
                                    Wyatt, Tarrant & Combs
                                    2700 Citizens Plaza
                                    500 West Jefferson Street
                                    Louisville, Kentucky  40202

                  Tenant:           Electronic Arts, Inc.
                                    209 Redwood Shores
                                    Redwood, California  94065-1175
                                    Attn:   Pamela Samson

                  Copy to:          Electronic Arts, Inc.
                                    209 Redwood Shores
                                    Redwood, California  94065-1175
                                    Attn:   General Counsel

                  Copy to:          Cynthia DeReamer Rollins, Esq.
                                    Brown, Todd & Heyburn
                                    400 W. Market Street
                                    32nd Floor
                                    Louisville, Kentucky 40202

                  Either party may hereafter  designate a new address for notice
purposes, by giving notice as provided hereunder.

         30. GENERAL.

                  (a)  Complete  Understanding.  This Lease,  including  without
limitation  all  exhibits,  represents  the complete  understanding  between the
parties  hereto  as to the  subject  matter  hereof,  and  supersedes  all prior
negotiations,  representations,  warranties,  statements or  agreements,  either
written or oral, between the parties hereto as to the same.

                  (b)  Amendment.  This  Lease may be  amended by and only by an
instrument executed and delivered by each party hereto.

                  (c)  Applicable  Law.  This  Lease  shall be given  effect and
construed by application of the laws of the Commonwealth of Kentucky.

                  (d) Time of  Essence.  Time  shall be of the  essence  of this
Lease.

                                       15

<PAGE>


                  (e) Headings. The headings of the Paragraphs and subparagraphs
hereof are provided herein for and only for convenience or reference,  and shall
not be considered in construing their contents.

                  (f) Exhibits. Each writing or plat referred to herein as being
attached  hereto as an  exhibit  or  otherwise  designated  herein as an exhibit
hereto is hereby made a part hereof.

                  (g) Severability.  No determination by any court, governmental
body or otherwise  that any provision of this Lease or any  amendment  hereof is
invalid  or   unenforceable  in  any  instance  shall  affect  the  validity  or
enforceability of (i) any other provision thereof, or (ii) such provision in any
circumstance not controlled by such determination.  Each such provision shall be
valid and  enforceable  to the fullest extent allowed by, and shall be construed
wherever possible as being consistent with, applicable law.

                  (h)  Definition  of  "Landlord".  As  used  herein,  the  term
"Landlord"  means the entity  hereinabove  named as such, and its successors and
assigns.

                  (i) Definition of "Tenant".  As used herein, the term "Tenant"
means each person  hereinabove  named as such and such person's heirs,  personal
representatives,  successors  and  assigns,  each of whom  shall  have  the same
obligations,  liabilities,  rights and privileges as it would have possessed had
it originally  executed this Lease,  that no such right or privilege shall inure
to the  benefit of any  assignee  of  Tenant,  immediate  or remote,  unless the
assignment  to such  assignee  is made in  accordance  with  the  provisions  of
Paragraph 12. Whenever two or more persons  constitute  Tenant, all such persons
shall  be  jointly  and  severally   liable  for  the  performance  of  Tenant's
obligations hereunder.

                  (j)  Successors.  It is agreed that all rights,  remedies  and
liabilities herein given to or imposed upon either of the parties hereto,  shall
extend to their  respective  heirs,  executors,  administrators,  successors and
assigns.

                  (k)  Warranty.  Landlord  warrants that it is the owner of the
Premises  and has the full  right and  authority  to make this  Lease.  Landlord
hereby  releases the Premises to Tenant in accordance with the provision of this
Lease. Tenant hereby accepts this Lease.

                  (l) Force Majeure.  In the event that Landlord or Tenant shall
be delayed,  or hindered,  or prevented from the performance of any act required
hereunder  (except  for  the  payment  of  monies),   by  reason  of  government
restrictions,  scarcity of labor or materials,  or for other reasons  beyond its
reasonable control,  the performance of such act shall be excused for the period
of delay and the period for the  performance  of any such act shall be  extended
for a period equivalent to the period of such delay.

                  (m) Recordation.  The parties agree to execute a short form of
this Lease,  which may, at Landlord's  sole option,  be recorded  among the land
records of the jurisdiction where the Premises are located.  The expense thereof
shall be borne by Landlord.

                  (n) Tenant's Authority.  Tenant hereby warrants and represents
that each individual executing this Lease on behalf of Tenant is duly authorized
to  execute  and  deliver  this  Lease  and  that  Tenant  is a  duly  organized
corporation  under the laws of  Delaware,  is  qualified  to do  business in the
Commonwealth  of  Kentucky,  and has the power and  authority to enter into this
Lease,  and that all action  requisite  to  authorize  Tenant to enter into this
Lease has been duly taken.

                  (o) Commission. Landlord and Tenant warrant that they have not
had any  dealings  with any  realtor,  broker  or agent in  connection  with the
negotiation of this Lease, except for Capstone Realty, Inc. and CB Richard Ellis
Nicklies  ("Brokers") whose commission shall be paid for by Landlord pursuant to
the terms of a separate  agreement between Landlord and the Brokers.  Should any
claim for a commission be established by any other broker or agent,  the parties
hereby  expressly agree to hold one another harmless with respect thereto to the
extent that one or the other is shown to have been  responsible for the creation
of such claim.

                  (p) No Representations By Landlord.  Tenant  acknowledges that
neither  Landlord  or any broker,  agent or  employee  of Landlord  has made any
representations  or promises with respect to the Premises or the Building except
as herein  expressly  set  forth,  and no  rights,  privileges,  assessments  or
licenses are acquired by Tenant except as herein expressly provided.

                  (q)  Authority of Landlord.  Landlord  hereby  represents  and
warrants that it is a corporation  duly organized and in good standing under the
laws of the State of Delaware,  that each  individual or entity  executing  this
Lease on  behalf  of  Landlord  is  authorized  to do so,  and  that all  action
necessary to authorize Landlord to enter into this Lease has been duly taken.

                  (r)  Third-Party  Consents.  Landlord  hereby  represents  and
warrants that (i) the execution and delivery of this Lease by Landlord,  and the
performance of Landlord's obligations hereunder,  do not conflict with or result
in any breach under the terms of  Landlord's  articles of  incorporation  or any
agreement to which  Landlord is a party or by which  Landlord or the Premises is
bound and (ii) all consents of any third parties,  including without  limitation
any ground lessor or mortgagee of the Premises,

                                       16

<PAGE>


required in  connection  with the execution and delivery of this Lease have been
obtained by Landlord, and Landlord shall furnish evidence of such consents.

                  (s)  Litigation.   The  prevailing  party  shall  recover  all
reasonable attorney's fees and costs incurred by or on behalf of such prevailing
party if (i) either party  institutes  litigation  for a breach of the terms and
conditions of this Lease, (ii) either party institutes litigation for possession
of the Premises, or (iii) either party is made party to litigation instituted by
a third party relating to Premises. Such attorney's fees and costs may be levied
against the party whose conduct  necessitated  the use of an attorney whether or
not litigation is prosecuted to judgement.

                  (t)  Assignment  by Landlord.  Landlord may freely  assign its
interest  hereunder.  The term  "Landlord"  as used herein shall be deemed to be
related  only to a person or entity  during the time of his or its  ownership of
Landlord's interest in this Lease.

                  (u) Waiver of Jury Trial.  LANDLORD  AND TENANT WAIVE TRIAL BY
JURY  IN  ANY  ACTION,   CLAIM  OR  COUNTERCLAIM   BROUGHT  IN  CONNECTION  WITH
LANDLORD-TENANT  RELATIONSHIP,  TENANT'S USE OR OCCUPANCY OF THE PREMISES OR ANY
CLAIM OF INJURY OR  DAMAGE.  Tenant  consents  to  service  of  process  and any
pleading relating to any such action at the Premises;  provided,  however,  that
nothing  herein shall be construed  as requiring  such service at the  Premises.
Landlord and Tenant waive any  objection to the venue of any action filed in any
court  situated in the  jurisdiction  in which the Building is located and waive
any right under the  doctrine of forum non  conveniens  or otherwise to transfer
any such action filed in any such court to any other court.

                  (v)  Modifications.  In  the  event  any  lender  to  Landlord
requires,  as a condition  to  financing,  modifications  to this  Lease,  then,
provided such  modifications  do not materially alter the approved working plans
and do not  increase  the  Rent  to be  paid  hereunder,  or  increase  Tenant's
obligations or liabilities under this Lease or decrease the benefits accruing to
Tenant hereunder,  Landlord shall submit to Tenant a written amendment with such
required  modifications.  Tenant shall have the right to approve such amendment,
which approval shall not be unreasonably  withheld. If Tenant unreasonably fails
to execute and return the same within ten (10) business days after the amendment
has been  submitted,  then Landlord may elect to execute such  amendment and may
bring an action for specific performance to require the same.


         IN WITNESS  WHEREOF,  each party hereto has executed this Lease, or has
caused it to be executed on its behalf by its duly  authorized  representatives,
the day and year first above written.

ATTEST:                              LANDLORD: LOUISVILLE COMMERCE REALTY
                                     CORPORATION


/s/ Susan Kessel                     By: /s/ James C. McLoughlin
-----------------------                  ---------------------------------------
                                     Name: James C. McLoughlin
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


ATTEST:                              TENANT:  ELECTRONIC ARTS, INC.


                                     By: /s/ Pamela S. Samson
-----------------------                  ---------------------------------------
                                     Name: Pamela S. Samson
                                           -------------------------------------
                                     Title: V.P. Operations
                                            ------------------------------------


EXHIBIT A:   Legal Description of Property and Depiction of Premises
EXHIBIT B:   Description of Building Shell
EXHIBIT C:   Rent Schedule
EXHIBIT D:   Guaranty [Intentionally Deleted]
EXHIBIT E:   Confidentiality Agreement

                                       17

<PAGE>


                                    EXHIBIT A
                      DESCRIPTION OF PREMISES AND PROPERTY


BEING  TRACT 3, as shown on the Minor  Subdivision  Plat  attached to and made a
part of a Deed dated April 30, 1998,  of record in Deed Book 7033,  Page 702, in
the Office of the Clerk of Jefferson County,  Kentucky,  which Minor Subdivision
Plat was approved by the Louisville and Jefferson County Planning  Commission on
April 24, 1998, Docket No. 98-123.

Said land being the same as:

BEGINNING  at an iron pin at the  intersection  of the  North  line of a 70 foot
Public Utility,  Sewer,  Drainage and Private Access Easement named  Interchange
Drive and the East line of a 70 foot Public Utility Sewer,  Drainage and Private
Access Easement named Commerce  Crossings Drive, as shown on a Minor Subdivision
Plat prepared by Birch,  Trautwein and Mims, Inc. and approved by the Louisville
and Jefferson County Planning Commission,  Order Number 97-439; thence with said
East easement line, North 28 degrees 00 minutes 00 seconds East,  703.31 feet to
an iron pin; thence leaving said East easement line, South 62 degrees 00 minutes
00 seconds East,  400.00 feet to an iron pin; thence North 28 degrees 00 minutes
00 seconds East,  445.00 feet to an iron pin; thence South 15 degrees 33 minutes
59 seconds East,  396.51 feet to an iron pin; thence South 38 degrees 09 minutes
52 seconds East,  366.88 feet to an iron pin; thence South 56 degrees 02 minutes
37 seconds East,  164.00 feet to an iron pin; thence South 07 degrees 15 minutes
25 seconds  West 244.80 feet to an iron pin;  thence South 21 degrees 59 minutes
25 seconds East,  86.49 feet to an iron pin;  thence South 47 degrees 43 minutes
00 seconds West,  511.26 feet to an iron pin; thence South 47 degrees 43 minutes
00 seconds  West,  511.26  feet to an iron pin;  thence with a curve to the left
having a radius of 635.00  feet and a chord of North 47  degrees  53  minutes 24
seconds West,  79.73 feet to an iron pin;  thence  continuing with said curve to
the left  having a radius  of  635.00  feet and a chord of North 56  degrees  44
minutes 40 seconds West,  116.32 feet to an iron pin; thence North 62 degrees 00
minutes 00 seconds  West,  24.67 feet to the  aforesaid  North  easement line of
Interchange  Drive;  thence  continuing  North 62  degrees 00 minutes 00 seconds
West,  with said  North  easement  line,  894.61  feet to an iron pin a total of
919.28 feet;  thence with a curve to the right having a radius of 40.00 feet and
a chord of North 17  degrees  00  minutes  00  seconds  West,  56.57 feet to the
beginning.

TOGETHER  with  non-exclusive  easement  rights  as  created  and  set  out in a
Declaration  of Covenants,  Conditions and  Restrictions,  dated as of April 30,
1998,  of record  in Deed Book  7033,  Page 714,  in the  Office of the Clerk of
Jefferson County, Kentucky.

TOGETHER with a non-exclusive access easement for "Commerce Crossings Drive" and
"Interchange  Drive",  as shown on the Minor  Subdivision Plat of record in Deed
Book 7033, Page 702, in the Office aforesaid.


[See Exhibit A-1 for depiction of Premises]




<PAGE>


                                  EXHIBIT A-1



                                     [MAP]




                                   FLOOR PLAN


Commerce Crossings Distribution Center
         Louisville, Kentucky
          February 11, 1999



<PAGE>


                                    EXHIBIT B
                          DESCRIPTION OF BUILDING SHELL

The Landlord  shall cause the Building  Shell to be  constructed  in substantial
accordance  with the  construction  drawings  prepared by Tucker & Booker,  Inc.
("Landlord's   Architect")  dated  January  30,  1998  for  Commerce   Crossings
Distribution Center as more fully described in the following:


                                INDEX OF DRAWINGS

X-1               Title

CIVIL

1                 Cover Sheet
2                 Topographic Mapping
3                 Site Construction Plan
4                 Layout & Utility Plan
5                 Grading Plan
6                 Drainage & Erosion Control Plan
7                 Site Details
8                 Article 12 Compliance
9                 Landscape Details

STRUCTURAL

S1.1              Overall Foundation Plan
S1.2              Partial Foundation Plan
S1.3              Partial Foundation Plan
S2.1              Overall Roof Framing Plan
S2.2              Partial Roof Framing Plan
S2.3              Partial Roof Framing Plan
S3.1              Foundation Details
S4.1              Framing Details
S5.1              Panels Elevation
S5.2              Panels Elevation
S5.3              Panels Elevation
S5.4              Panels Elevation
S5.5              Panels Elevation
S5.6              Panels Elevation
S5.7              Panels Elevation
S5.8              Panels Elevation
S5.9              Panels Elevation
S5.10             Panels Elevation
S6.1              Specifications

ARCHITECTURAL

A1.1              Floor Plan
A1.2              Enlarged Floor Plans
A2.1              Elevations & Building Sections
A3.1              Wall Sections
A3.2              Wall Sections & Details
A3.3              Wall Sections & Details

AT.1              Tenant Prototype Plan

FIRE PROTECTION

FP-1              Floor Plan-Fire Protections


<PAGE>


PLUMBING

P-1               Floor Plan-Plumbing
P-2               Waste & Vent Riser

ELECTRICAL

E-1               Floor Plan-Electrical
E-2               One Line Diagram & Panel Schedules



<PAGE>


                                    EXHIBIT C
                                  RENT SCHEDULE
                          COMMERCE DISTRIBUTION CENTER


Dates                              Annual Base Rent            Monthly Base Rent
-----                              ----------------            -----------------
Commencement Date
through June 30, 1999              $324,000                       $27,000

July 1, 1999 through
March 31, 2000                     $648,000                       $54,000

April 1, 2000 through
April 30, 2004                     $925,000                       $77,083.33


<PAGE>
                                    EXHIBIT E

                            CONFIDENTIALITY AGREEMENT
                         (OPERATING COSTS AND TAX AUDIT)

         THIS  CONFIDENTIALITY  AGREEMENT (the  "Agreement") is made and entered
into this ____ day  of____________,  199___ by and between  Louisville  Commerce
Realty Corporation, a Delaware corporation ("Landlord"),  Electronic Arts, Inc.,
a Delaware corporation ("Tenant") and ________________________ ("Contractor").

                                    Preamble

         Pursuant to the  provisions of that certain Lease between  Landlord and
Tenant,  dated as of April ___, 1999,  (the  "Lease"),  Tenant was provided with
certain  limited  rights to audit the annual  Operating  Costs and Tax (as those
terms are defined in the Lease). In this regard, Tenant has engaged the services
of Contractor  to perform an audit of the  Operating  Costs and Tax for the ____
Calendar  Year  ( the  "Audit").  In  connection  with  the  Audit,  Tenant  and
Contractor  will  be  given  access  to  various  documents,   files  and  other
information  relating  to the  Operating  Costs  and Tax for  their  review  and
inspection (the "Confidential  Information").  The Confidential  Information may
include  economic,  commercial,  marketing  and  financial  information  that is
confidential and/or proprietary in nature. Therefore, Landlord has determined to
require  Tenant and  Contractor  to execute  and  deliver  this  Agreement  as a
condition of their review and inspection of the Confidential Information.

         In consideration of being granted the opportunity to review and inspect
the Confidential Information, Tenant and Contractor agree as follows:

                                    Agreement

         Section 1. Purpose.  Tenant and Contractor  agree that their review and
inspection of the Confidential  Information shall be solely to conduct an audit,
on  Tenant's  behalf  and  not as an  agent,  representative  or  broker  of any
undisclosed  party,  to verify the accuracy of  Operating  Costs and Tax for the
_____ Calendar Year which Tenant paid under the Lease.

         Section 2. Non-Disclosure and Use of Confidential Information.

         (a) Tenant and Contractor  agree that,  except as set forth below,  all
Confidential  Information  shall be used by Tenant and Contractor solely for the
purposes stated in Section 1 hereof.  Tenant and Contractor further agree not to
disclose any of the Confidential  Information  without the prior written consent
of Landlord to any third party  other than to their  respective  (i)  employees,
officers,  directors, and (ii) agents and representatives,  including attorneys,
accountants and financial advisors  (collectively,  the  "Representatives"),  in
each  case  who (i)  have a need to know the  Confidential  Information  for the
limited  purpose  stated  in  Section 1 hereof,  and (ii) have  entered  into an
agreement  with  Tenant  and  Contractor  substantially  in  the  form  of  this
Agreement.

         (b) The term "Confidential  Information" shall not include  information
which:  (a) is already known to Tenant or Contractor from  non-Landlord  sources
not  known  by  Tenant  or  Contractor  to be  subject  to  any  confidentiality
obligations  to Landlord;  (b) is or becomes  generally  available to the public
other than as a result of a disclosure  by Tenant or  Contractor or any of their
Representatives;  or (c) is required to be disclosed by law or by  regulatory or
judicial process.

         (c) In the event Tenant or Contractor  or any of their  Representatives
fails in any respect to comply with its obligations under this Agreement, Tenant
and  Contractor  shall be liable to Landlord  for breach of this  Agreement.  In
addition,  in  the  event  of any  such  failure,  Landlord  may,  in  its  sole
discretion,  refuse to allow  Tenant  the  opportunity  to perform an audit with
respect to any other Calendar Years.

         (d) The  rights,  powers and  remedies  provided  for in the  preceding
subsection  (c) shall be in addition to and do not  preclude the exercise of any
other right,  power or remedy  available to Landlord under law or in equity.  No
forbearance,  failure or delay in  exercising  any such  right,  power or remedy
shall operate as a waiver thereof or preclude its further exercise.

         Section  3.  Review  of  Confidential  Information.   The  Confidential
Information will be made available for review by appointment only, at a location
determined by Landlord,  to  Representatives  of Tenant and/or  Contractor whose
duties  include the review and  inspection of such  information in other similar
transactions or evaluations for Tenant.

         Section 4.  Duplication.  Tenant and  Contractor  agree to refrain from
making  any  reproductions,  other  than  handwritten  summaries  or  notes  and
self-generated computer records, of any item of Confidential Information without
the prior written consent of Landlord.

         Section 5. Limited Access.  Tenant and Contractor  shall inform each of
their  Representatives that receives any of the Confidential  Information of the
requirements  of this  Agreement and shall require each such  Representative  to
comply with such requirements.

<PAGE>


         Section  6.  Tenant  Contact.   Tenant  and  Contractor  agree  not  to
communicate with any other tenants in the Project known as Commerce Distribution
Center  in  connection  with the Audit  without  the prior  written  consent  of
Landlord.

         Section 7.  Entire  Agreement.  This  Agreement  represents  the entire
agreement  between Tenant,  Contractor and Landlord relating to the treatment of
Confidential Information heretofore or hereafter reviewed or inspected by Tenant
or Contractor in connection with the Audit. This Agreement  supersedes all other
agreements  relating to such  matters  which have  previously  been  executed by
Tenant and/or Contractor in favor of Landlord.

         Section  8.  Reliance  by  Landlord's  Management  Company.  Landlord's
property  management  company and its employees  shall be authorized to accept a
copy of this  Agreement  (as executed by Tenant and  Contractor)  as a basis for
allowing Tenant or Contractor to review and inspect the Confidential Information
in connection with the Audit.

         IN WITNESS WHEREOF,  a duly authorized  representative  for both Tenant
and Contractor have executed this Agreement as of the date set forth below.

TENANT:                                   LANDLORD:

ELECTRONIC ARTS, INC.,                    LOUISVILLE COMMERCE REALTY CORPORATION
a Delaware corporation                    a Delaware corporation



By:________________________________       By:___________________________________
Name:_____________________________        Name:_________________________________
Title:______________________________      Title:________________________________

Date of Execution:___________________     Date of Execution:____________________


CONTRACTOR:


________________________________


By:_______________________________
Name:_____________________________
Title:____________________________

Date of Execution:________________