EBS BUILDING LLC, 10SB12G, 1998-04-30

EBS BUILDING LLC
10SB12G, 1998-04-30

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<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934

EBS Building, L.L.C.
-------------------------------------------------------
(Name of Small Business Issuer in Its Charter)

Delaware 43-1794872
-------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

c/o Price Waterhouse LLP
800 Market Street
St. Louis, Missouri 63101-2695
-------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)

(314) 206-8500
-------------------------------------------------------
(Issuer's Telephone Number)

Securities to be registered under Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- --------------------------------------------------
N/A N/A
------------------- --------------------------------------------------

Securities to be registered under Section 12(g) of the Act:

Class A Membership Units
-------------------------------------------------------
(Title of Class)
<PAGE> 2

REGISTRATION STATEMENT

INTRODUCTION.

This Registration Statement of EBS Building, L.L.C., a Delaware limited
liability company (the "Company"), contains the information required by
Alternative 2 of Form 10-SB.

The Company began operations on September 26, 1997, the effective date of
the Joint Plan of Reorganization (the "Plan of Reorganization"), of Edison
Brothers Stores, Inc. ("Edison") and its affiliates. Pursuant to the Plan of
Reorganization, Edison transferred title to its land and headquarters building
at 501 North Broadway in downtown St. Louis, Missouri, to the Company on
September 26, 1997, as part of the overall distribution to holders of Allowed
General Unsecured Claims against Edison (as defined in the Plan of
Reorganization). Pursuant to the terms of the Members Agreement of the
Company, dated as of September 26, 1997 (the "Members Agreement"), the holders
of the Allowed General Unsecured Claims ultimately received Class A Membership
Units (the "Class A Units") in consideration of their respective claims.

PART I

ALTERNATIVE 2

DESCRIPTION OF BUSINESS (ITEM 6 OF MODEL B OF FORM 1-A)

This Registration Statement contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that involves
risk and uncertainty, including trends in the real estate investment market,
projected leasing and sales, and the future prospects for the Company. Actual
results could differ materially from those contemplated by such statements.

The Company was formed as a limited liability company under the Delaware
Limited Liability Company Act (the "Delaware Act") on September 25, 1997, for
the exclusive purpose of acquiring, owning, managing, maintaining, repairing,
leasing, selling, hypothecating, mortgaging or otherwise dealing with the
building located at 501 North Broadway, St. Louis, Missouri (the "Building")
and for receiving, administering and distributing any proceeds resulting
therefrom, as more fully described in the Members Agreement. The Company was
formed in connection with the reorganization of Edison and its affiliates
pursuant to the Plan of Reorganization filed in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") under Chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code"). The Bankruptcy
Court issued its Order Confirming the Plan of Reorganization on September 9,
1997, as supplemented by an Order of the Bankruptcy Court dated February 19,
1998 (collectively, the "Confirmation Order").

On September 26, 1997, Edison transferred the title of the Building to the
Company in exchange for 10,000,000 Class B Membership Units of the Company (the
"Class B Units"), which represented all of the outstanding Membership Units of
the Company. On December 12, 1997, in accordance with the Members Agreement
and the Plan of Reorganization, Edison

2
<PAGE> 3

canceled 9,058,041 Class B Units and simultaneously issued 9,058,041 Class A
Units to holders of Allowed General Unsecured Claims. Subsequently, Edison
canceled an additional 280,560 Class B Units and issued an additional 280,560
Class A Units to holders of Allowed General Unsecured Claims. All outstanding
Class B Units will eventually be canceled and an equivalent number of Class A
Units issued to the holders of Allowed General Unsecured Claims as required by
the Members Agreement and the Plan of Reorganization. There are currently
9,338,601 issued and outstanding Class A Units.

The Members Agreement contemplates that the Company will sell the Building
by September 26, 2000, or if not by then, within an extension of the
term of the Company approved by the Bankruptcy Court. In certain circumstances,
the manager of the Company (the "Manager") has the right to extend the term of
the Company, with the approval of the Bankruptcy Court for good cause shown,
for one or more additional two year periods beyond September 26, 2000. See
"SELECTED ADDITIONAL DISCLOSURE ITEMS -- Summary of the Members Agreement -
Term of the Company," below. Upon the sale of the Building, the Company will
distribute the sale proceeds to the Class A Members in accordance with the
terms of the Members Agreement. See "SELECTED ADDITIONAL DISCLOSURE ITEMS --
Summary of the Members Agreement - Distributions to Class A Members," below.

The business in which the Company is engaged is highly competitive, in
terms of both leasing available office space and eventually selling the
Building. The Building is located in downtown St. Louis and is subject to
leasing competition from other similar types of properties in downtown St.
Louis and throughout the St. Louis area. The Company competes for tenants for
the Building with numerous other individuals and entities engaged in real
estate leasing activities. Competition is based on such factors as location,
rent schedules and services and amenities provided. In addition to leasing
competition, there is competition in the Company's business of disposing of the
Building considering the competition in the institutional real estate market
for attractive real estate investment properties.

The Building is considered a Class A property for real estate investment
purposes. According to Insignia Commercial Group, Inc., the vacancy rate in
downtown St. Louis for Class A property was less than ten percent as of
December 1997. Market concerns include both actual and potential departures of
major St. Louis companies and/or divisions of such companies including Ralston
Purina Company, SBC Communications, Inc., The Boeing Company and Trans World
Airlines Inc., as well as consolidations in the banking industry.

The Company has no employees. The operations of the Company are the
responsibility of the Manager. See "Directors, Executive Officers and
Significant Employees," below.

On September 26, 1997, the Company entered into a property management
agreement (the "Edison Property Management Agreement") with Edison to provide
interim management to the Building. Such agreement provided for the
appointment of Edison to operate, manage and supervise the Building. As
compensation for such services, Edison received a management fee equal to three
percent of gross operating receipts. In addition, the Company agreed to
reimburse

<PAGE> 4

Edison for the portion of salaries and fringe benefits paid to Edison
facilities services employees related to the operation and management of the
Building as well as other out-of-pocket expenditures. The Edison Property
Management Agreement was terminated on January 31, 1998.

On September 26, 1997, the Company entered into an exclusive listing
agreement (the "Cushman Agreement") with Cushman & Wakefield of Missouri, Inc.
("Cushman"). Such agreement granted Cushman the exclusive right to lease
office space located within the Building. The Cushman Agreement was terminated
on December 31, 1997.

On December 31, 1997, the Company entered into a commercial property
management and leasing agreement (the "Insignia Agreement") with Insignia
Commercial Group, Inc. ("Insignia"). The Insignia Agreement granted Insignia
the exclusive right to lease office space located within the Building
commencing on January 1, 1998. Insignia receives certain commissions for its
leasing work, which commissions could range up to five percent of gross
rentals, depending on certain variables. The Insignia Agreement also engaged
Insignia to manage and operate the Building commencing on February 1, 1998, in
consideration of certain management fees. Additionally, Insignia receives a
construction management fee with respect to non-routine capital improvements in
the Building. The Company reimburses Insignia for its on-site employee
salaries, bonuses and benefits and its out-of-pocket costs incurred in
connection with its services. Insignia is also provided with free rental of
furnished office space in the Building.

The Company's transfer agent for the Class A Units is Norwest Bank
Minnesota, N.A., which was retained by the Company to serve in such capacity
pursuant to a transfer and paying agency agreement entered into on December 9,
1997.

During the next 12 months, the Company will continue to manage, maintain,
repair, lease, mortgage or otherwise deal with the administration of the
Building. The Company, through its leasing agent, intends to seek additional
leases for office space within the Building. Additionally, the Company may
enter into negotiations for the sale of the Building in accordance with the
Members Agreement.

DESCRIPTION OF PROPERTY (ITEM 7 OF MODEL B OF FORM 1-A).

The Building is a twelve-floor office building with 434,136 square feet of
rentable space, which square footage includes 9,393 square feet of meeting
rooms and 13,008 square feet of mezzanine space, and which also has a
subterranean parking garage containing 159 parking spaces. The Building is
located at 501 N. Broadway, St. Louis, Missouri. The Building serves as
Edison's headquarters and was deeded to the Company by Edison by quit claim
deed on September 26, 1997. The Building was built in 1985.

The Company does not own any real estate other than the Building and
underlying real estate, and will not otherwise invest in interests in real
estate or real estate mortgages.

<PAGE> 5

The Company believes that the Building is adequately insured. Allendale
Mutual Insurance Company provided the property insurance as of January 31,
1998. Commencing February 1, 1998, Travelers Indemnity of Illinois provides
property insurance for the Building.

The Building has tenants leasing 339,460 square feet for an occupancy rate
of 78% (such occupancy rate is based on 434,136 square feet of rentable space
which includes 9,393 square feet of meeting rooms which are currently not
available for lease and are used as a building amenity available to all
tenants).

The only tenant in the Building that occupies greater than 10% of the
rentable space is Edison with a lease of 273,068 rentable square feet which
represents 63% of the Building's total rentable square footage. The Edison
lease, as required by the Plan of Reorganization, provides for an effective
rental rate of $9.00 per square foot, excluding 13,008 square feet of mezzanine
space which is demised under Edison's lease rent free. The Edison lease
expires in September, 2000 with an option to extend for one year at $12.00 per
square foot or for seven years at prevailing market rates. Edison is primarily
engaged in the specialty retail apparel industry and utilizes the office space
in the Building for its headquarters. The Company has been advised that the
Edison lease is below market value for Class A properties in the downtown St.
Louis market.

The Company entered into a lease for office space on February 16, 1998,
with the term commencing March 1, 1998, for the lease of 20,280 square feet in
the Building. Such lease provides for the Company to pay for tenant
improvements of up to $304,200 in the aggregate as well as initial space
planning fees of $3,042. The lease expires on February 28, 2008.

The remainder of the occupied space in the Building serves as corporate
office space for various other tenants.

The annual average rental rate of all tenants, including Edison, is $10.17
per square foot.

The following table sets forth certain information with respect to the
leases in the Building, as of April 30, 1998:

NUMBER OF ANNUAL RENT AS OF CURRENT % OF GROSS
YEAR EXPIRATIONS SQUARE FOOTAGE 4/30/98 ANNUAL RENT
- ---- -------------------- -------------- -------------------- --------------------
<S> <C> <C> <C> <C>
1999 1 5,559 $ 86,165 2%
- ---- -------------------- -------------- -------------------- --------------------
2000 2 286,675 $2,544,645 74%
- ---- -------------------- -------------- -------------------- --------------------
2001 3 26,946 $ 541,408 16%
- ---- -------------------- -------------- -------------------- --------------------
2008 1 20,280 $ 278,911 8%
- ---- -------------------- -------------- -------------------- --------------------
</TABLE>

Effective March 16, 1998, the Company entered into a $2,000,000 revolving
line of credit with First Bank, a Missouri banking corporation (the "Line of
Credit"). The Company presently intends to use the Line of Credit for working
capital needs and tenant improvements. Borrowings under the Line of Credit
bear interest at a rate per annum equal to the LIBOR rate plus 225 basis
points. There was no commitment fee for this Line of Credit. Payments due for
borrowings on the Line of Credit are for interest only until maturity (March
15, 1999), when all

<PAGE> 6

outstanding principal and interest is due and payable. As of the date of this
report, there were no outstanding borrowings under the Line of Credit. The
Line of Credit is secured by a first mortgage on the Building.

The net federal tax basis of the Building is $7,303,794 (gross cost of
$41,820,332 less accumulated depreciation of $34,516,538). Included in the net
federal tax basis is land cost of $1,222,815. The accumulated depreciation
includes a depreciation allowance for the period September 26, 1997, to
December 31, 1997, of $497,834. If calculated on a full year, the depreciation
allowance would have been $1,991,334. Such depreciation allowance is
calculated using the federal method of depreciation and recovery periods
applicable for the year the assets were placed into service.

Real estate taxes on the Building for calendar year 1997 were $385,299.20.
The Company's pro-rata share of these taxes, for the period from September 26,
1997 to December 31, 1997 was $101,338.97.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES (ITEM 8 OF MODEL B OF
FORM 1-A).

Section 3.1 of the Members Agreement provides that the Company will be
managed by a manager designated as such by the Official Committee of Unsecured
Creditors in the Edison Chapter 11 case and confirmed by an order of the
Bankruptcy Court. On September 26, 1997, Price Waterhouse LLP was designated
the Manager of the Company by the Official Committee of Unsecured Creditors,
and on February 19, 1998, the Bankruptcy Court issued an order confirming the
designation. Pursuant to Article III of the Members Agreement, the Manager of
the Company is responsible for all aspects of the Company's operations.
Certain actions of the Manager, however, are subject to the approval of either
the holders of a majority of the Class A Units (the "Requisite Holders") or the
Designation Members (as defined below), which actions are specified in Section
3.5.2 of the Members Agreement and described below. The Manager serves as the
Manager of the Company until its resignation or removal in accordance with
Section 3.8 of the Members Agreement.

The Members Agreement defines "Designation Members" as the three Members
who, as of the date that any action is to be taken under the Members Agreement,
hold the largest percentage of Class A Units and hold at least five percent of
the total number of Class A Units. In making this determination, (i) any
person and its affiliates will be treated as a single person; (ii) any
affiliates of Edison will be disregarded; and (iii) any person who notifies the
Company that he or she does not wish to be a Designation Member shall be
disregarded.

As of the date hereof, the Manager believes that the following entities
are the Designation Members of the Company:

Swiss Bank Corporation
222 Broadway, 20th Floor
New York, NY 10038

<PAGE> 7

Citibank, N.A.
599 Lexington Avenue, 21st Floor
New York, NY 10043

Contrarian Capital Management, L.L.C.
(on behalf of funds for which it acts as general partner)
411 West Putnam Ave., Suite 225
Greenwich, CT 06830

The Designation Members or Requisite Holders have the power to remove the
Manager of the Company with or without cause. In addition, the Designation
Members have the power to call meetings of Members. Further, the approval of
either the Designation Members or the Requisite Holders is required prior to
the Manager (i) adopting any annual budget for the Company, (ii) entering into
any lease agreement for more than 20,000 square feet, except for the current
lease agreement with Edison for the Edison corporate headquarters and (iii)
making or committing to make an expenditure in an aggregate amount exceeding
$1,000,000 for additions to the Company's property, plant or equipment. The
approval of the Designation Members or the Requisite Holders is also required
before the Manager causes the Company to enter into any contract for sale of
the Building.

As indicated above, the Manager of the Company is Price Waterhouse LLP,
800 Market Street, St. Louis, Missouri 63101-2695. Keith F. Cooper, a partner
of Price Waterhouse LLP, is the primary contact for the Manager with respect to
the Company.

The background and experience of Keith F. Cooper are as follows:

Keith F. Cooper is a Certified Public Accountant and a Partner of Price
Waterhouse LLP in the St. Louis office. He has been with Price Waterhouse for
over 14 years. He has provided extensive services to debtors and creditors in
reorganization and bankruptcy related matters, both in-court and out-of-court.
These services have included providing operational and financial due diligence
services, appointment as the Receiver in connection with foreclosure actions
and assistance in the liquidation of several companies. He has also provided
turnaround and crisis management services to underperforming companies in a
number of industries. These services involve the development and
implementation of effective measures to improve the operations and financial
condition of these companies. In this role, Mr. Cooper has served in the role
of interim management. In addition, he has also provided extensive services to
businesses and law firms in the resolution of disputes including consulting and
testimony on economic, financial and forensic accounting issues.

REMUNERATION OF DIRECTORS AND OFFICERS (ITEM 9 OF MODEL B OF FORM 1-A).

The Company does not have a Board of Directors or any corporate officers.
The Designation Members are not compensated by the Company in connection with
their service as Designation Members. The Manager is compensated based upon
the actual hours devoted to Company business by each staff member of the
Manager multiplied by the hourly billing rates of each such staff member. As
of December 31, 1997, a $124,000 accrual was made for fees and expenses of the
Manager in connection with its services as Manager as well as tax consulting

<PAGE> 8

services and preparation of the Company's Annual Report. As of March 31, 1998,
the Manger has been paid $73,794 for fees and expenses of the Manager in
connection with its services as Manager as well as tax consulting services and
preparation of the Company's Annual Report. In addition, a $139,485 accrual
was made for additional fees and expenses of the Manger incurred but not paid
through March 31, 1998.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS (ITEM 10 OF MODEL
B OF FORM 1-A).

The Manager is not the record or beneficial owner, directly or indirectly,
of any Class A Units or of any Class B Units.

As of April 30, 1998, Swiss Bank Corporation, together with its
affiliates and subsidiaries, is the record owner of 1,538,322 Class A Units, or
approximately 16.5% of the issued and outstanding Class A Units. Further,
Citicorp North America, together with its affiliates and subsidiaries, is the
record owner of 1,559,951 Class A Units, or approximately 16.7% of the issued
and outstanding Class A Units as of April 30, 1998. The principal business
addresses of each of the above companies are listed in "Directors, Executive
Officers and Significant Employees," above.

As of April 30, 1998, various investment entities managed by and
investment management clients of Contrarian Capital Management, L.L.C. and/or
Contrarian Capital Advisors, L.L.C. are the owners of record of 2,422,586 Class
A Units, or approximately 25.9% of the issued and outstanding Class A Units.
Contrarian Capital Management, L.L.C. and/or Contrarian Capital Advisors,
L.L.C. hold or share the power to vote or to direct the voting of all of such
Class A Units. The principal business address of Contrarian Capital
Management, L.L.C. and Contrarian Capital Advisors, L.L.C. is 411 West Putnam
Ave., Suite 225, Greenwich, Connecticut 06830.

Edison is the record owner of all of the issued and outstanding Class B
Units, which, as of April 30, 1998, is 661,399 Class B Units. The address of
Edison is 501 North Broadway, St. Louis, Missouri 63102. The issued and
outstanding Class B Units will be exchanged from time to time by Edison for
Class A Units in accordance with the terms of the Members Agreement. See
"SELECTED ADDITIONAL DISCLOSURE ITEMS -- Summary of the Members Agreement -
Formation; Capital Contributions," below.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS (ITEM 11 OF MODEL B
OF FORM 1-A).

During 1997 and January, 1998, Edison was employed by the Company as the
property manager of the Building. As property manager, the Company paid Edison
management fees and reimbursed Edison for employee salaries totaling $135,082
for the period from September 26, 1997, through January 31, 1998. As of March
31, 1998, the Company was due $75,506 from Edison primarily relating to
overpayment of payroll costs.

As described in more detail in "Description of the Property," above,
Edison leases 273,068 rentable square feet in the Building, which represents
63% of the Building's total rentable square footage, for use as its
headquarters. The Company has been advised that the rent payable pursuant to
the Edison lease is below market value for Class A property in downtown St.
Louis.

<PAGE> 9

SECURITIES BEING OFFERED (ITEM 12 OF MODEL B OF FORM 1-A).

Although the Company is not offering any securities at this time, the
following is a brief description of the Class A Units and the Class B Units.

The Class A Units:

The Class A Units have been and will continue to be issued from time to
time to certain holders of Allowed General Unsecured Claims (as defined
in the Plan of Reorganization). Subject to the payment of or the establishment
of reserves for certain other obligations of the Company, the holders of Class
A Units are entitled to a distribution of all the available net profits of the
Company at least annually in proportion to their Class A Sharing Percentages
(as defined in the Members Agreement). Upon dissolution and liquidation of the
Company, Class A Members are entitled to distributions in accordance with their
respective Capital Account balances (as defined in the Members Agreement).
Holders of Class A Units are entitled to vote, and a majority vote of all the
Class A Units represented at a meeting constitutes an act of the Members. The
Class A Units do not carry any preemptive, conversion or redemption rights.
Additionally, the Class A Units are not subject to any additional capital calls
or assessments. See "SELECTED ADDITIONAL DISCLOSURE ITEMS -- Summary of the
Members Agreement," below, for a more detailed discussion of the rights and
obligations of the Class A Members.

The Class B Units:

The Class B Units are held by Edison. Pursuant to the Plan of
Reorganization, Edison will, from time to time, cancel certain Class B
Units in exchange for an equal number of Class A Units and distribute such
Class A Units to holders of Allowed General Unsecured Claims. The Class B
Units carry no dividend, distribution, voting, liquidation, preemptive, or
redemption rights. The Class B Units are not subject to additional capital
calls or assessments. The Company is required to make tax distributions to
Edison in an amount equal to the taxable income of the Company allocated to
Edison. See, "SELECTED ADDITIONAL DISCLOSURE ITEMS - Summary of the Members
Agreement - Distributions to Edison" and " -- Allocation of Income and Losses,"
below, for a more detailed description of the Company's obligations to Edison
with respect to the allocation of tax liability.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND
OTHER SHAREHOLDERS MATTERS.

As of April 30, 1998, there were approximately 1,015 record holders of
Class A Units and one holder of Class B Units of the Company. The
Company is not aware of any price quotations for the Class A Units. The Class
B Units are not tradable.

<PAGE> 10

The Company has not declared or paid any cash distributions on any of its
Class A Units or Class B Units since the inception of the Company on September
25, 1997. The Members Agreement provides that the Manager will distribute the
net profits of the Company to the Class A Members in proportion to their
respective Class A Sharing Percentages (as defined in the Members Agreement),
subject to the payment of taxes, expenses, advisors fees, tax distributions to
Edison, and payment of outstanding loans. In addition, all distributions are
subject to a determination by the Manager that the Company will have sufficient
reserves to meet its current and anticipated needs to fulfill its business
purpose. See "SELECTED ADDITIONAL DISCLOSURE ITEMS - Summary of the Member's
Agreement - Distributions to Class A Members," below.

All of the currently issued and outstanding Class B Units may be exchanged
from time to time by Edison for Class A Units, which Class A Units shall be
distributed by Edison to holders of Allowed General Unsecured Claims of Edison
in accordance with the provisions of the Members Agreement. See "SELECTED
ADDITIONAL DISCLOSURE ITEMS -- Summary of the Member's Agreement - Formation;
Capital Contributions," below. As of April 30, 1998, there were 661,399 Class
B Units issued and outstanding.

All Class A Units are freely tradable by persons other than "affiliates"
of the Company without restriction under the Securities Act of 1933, as
amended (the "Securities Act"). The Class A Units held by affiliates may not
be sold unless registered under the Securities Act or unless an exemption from
registration, such as Rule 144, is available. In general, under Rule 144 each
affiliate may sell within any period of three months a number of Class A Units
equal to the greater of 1% of the then outstanding Class A Units and the
average weekly trading volume of Class A Units reported through the automated
quotation system of a registered securities association during the four
calendar weeks preceding the sale. The Company does not know whether any sales
of Class A Units will be so reported. Sales under Rule 144 are also subject to
certain restrictions relating to manner of sale, notice and the availability of
current public information about the Company.

ITEM 2. LEGAL PROCEEDINGS.

The Company is not a party to any material pending legal proceedings. The
Company is not aware of any legal proceeding against the Company being
contemplated by any governmental authority.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

There have been no changes in the Company's independent public accountants
since the formation of the Company, and no disagreements with such accountants
on any matter of accounting principles, practices or financial statement
disclosure.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

On September 26, 1997, Edison transferred the title of the Building to the
Company in exchange for 10,000,000 Class B Units of the Company, which at the
time represented all of the outstanding Membership Units of the Company. On
December 12, 1997, in accordance with the

<PAGE> 11

Members Agreement and the Plan of Reorganization, Edison canceled 9,058,041
Class B Units and simultaneously issued 9,058,041 Class A Units to holders of
Allowed General Unsecured Claims. All outstanding Class B Units will
eventually be canceled and an equivalent number of Class A Units issued to the
holders of Allowed General Unsecured Claims as required by the Members
Agreement and the Plan of Reorganization.

On December 31, 1997, Edison held 941,959 Class B Units. Subsequently, on
February 6, 1998, another 280,560 Class B Units were canceled and
simultaneously 280,560 Class A Units were issued.

The Company believes that all the above mentioned sales of securities were
exempt from registration under the Securities Act pursuant to Section
1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) exempts from registration
the offer and sale of securities under a plan of reorganization if three
requirements are met: (i) the securities must be offered or sold under a plan
of reorganization and must be securities of the debtor, of an affiliate
participating in a joint plan with the debtor, or of a successor of the debtor
under the plan; (ii) the recipients of the securities must hold a pre-petition
or administrative expense claim against the debtor or interest in the debtor;
and (iii) the securities must be issued entirely in exchange for the
recipient's claim against or interest in the debtor, or principally in such
exchange and partly for cash or property. The Company believes that it is a
"successor" to the debtor within the meaning of Section 1145(a)(1) of the
Bankruptcy Code and that it has satisfied all the other requirements of such
section.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has no directors or officers. Pursuant to Section 3.9 of the
Members Agreement, the Company indemnifies and holds harmless, to the fullest
extent permitted under Delaware law, the Manager, the Tax Matters Partner (as
defined in the Members Agreement), the Members or any member, partner,
shareholder, director, officer, agent, affiliate and professional or other
advisor of any of them, from and against any losses, costs, damages, expenses
or liabilities incurred by reason of an act or omission made in connection with
the business of the Company. Indemnification is not available, however, if a
court determines that the loss, cost, damage, expense or liability resulted
primarily from any indemnified person's gross negligence or willful breach of a
material provision of the Members Agreement.

Section 18-108 of the Delaware Act provides that a limited liability
company may indemnify and hold harmless any member, manager or other person
from and against any and all claims.

SELECTED ADDITIONAL DISCLOSURE ITEMS

FIDUCIARY RESPONSIBILITY OF THE MANAGER.

The Delaware Act provides that members and managers of a limited liability
company are not personally liable for any debts of the company solely by reason
of being a member or acting as a manager. Unlike the obligation of a general
partner in a partnership, the Delaware

<PAGE> 12

Act provides that a manager's duties (including fiduciary duties) and
liabilities may be restricted by provisions in the limited liability company
agreement. In addition, any member or manager acting under a limited liability
company agreement is not liable to the limited liability company or to any
other member or manager for acts or omissions made in good faith reliance on
the provisions of the limited liability company agreement.

The Members Agreement provides that the Manager is not liable or
accountable, in damages or otherwise, to the Company or to any Members for
anything that it may do or refrain from doing, except in the case of its
willful breach of a material provision of the Members Agreement or its gross
negligence in connection with performing its duties thereunder. Therefore,
holders of the Class A Units have a more limited right of action than they
would have absent the limitation in the Members Agreement. See
"Indemnification of Directors and Officers," above, and "Summary of the Members
Agreement - Limitations on Liability of the Manager," below.

RISK FACTORS.

The following risk factors, together with the other information contained
herein should be considered, in evaluating the Company and its business.

Lack of Operating History

The Company has only recently been organized and has limited financial and
operational history. Thus, no assurances can be made that the Company will
operate profitably in the future, will have adequate working capital or will
otherwise achieve its objectives.

Restrictions on Transferability; No Market for Membership Units

The Class A Members may transfer their Class A Units only upon compliance
with the procedures set forth in the Members Agreement, which requires, among
other things, advance notice to the Manager of the transfer. See "Summary of
the Members Agreement --Transferability of Membership Units," below.

Economic Risks of Investing in Real Estate

The real estate business is highly competitive and is subject to numerous
inherent risks, including changes in general or local economic conditions, real
estate values, interest rates, availability of mortgage funds, real estate tax
rates and other operating expenses, the possibility of competitive
over-building and of the Company's inability to obtain or maintain full
occupancy of the Building, governmental rules and fiscal policies, acts of God
and other factors which are beyond the control of the Manager. The Building is
subject to leases providing for fixed payments to the Company during the terms
of the respective leases and, in some cases, renewal options. There can be no
guarantee of the tenants' continued ability to satisfy such obligations.
Moreover,

<PAGE> 13

Edison, as a tenant leasing 63% of the rentable space in the Building, presents
a concentration risk to the Company.

Operating Risks

The Company will have certain liability risks (fire, personal injury and
the like) which could adversely affect the Company. While the Company believes
that it has been reasonably insured against such risks, there can be no
assurance that such insurance will be available or adequate for the risks
described.

Lack of Diversification

The Company owns only one material asset, consisting of the Building. See
"Description of Property," above. Accordingly, the results of the Company will
depend entirely upon the results of operations of the Building.

No Assurance of Profits or Cash Distributions

There can be no assurance as to when or if cash will be available for
distribution to the Members. See "Summary of the Members Agreement --
Distributions to Class A Members," below.

Reliance on Management

The Manager has sole control over most aspects of the Company, and the
Class A Members have very limited rights to participate in the management of
the Company and in the management and operating decisions relating to the
Building. See "Summary of Members Agreement - Certain Duties and
Responsibilities of the Manager" and " - Rights and Powers of the Class A
Members and Designation Members," below. The Manager will devote as much time
to Company matters as it, in its sole discretion, deems appropriate.

Tax Risks

Limited Liability Company. The Company has been organized as a Delaware
limited liability company ("LLC"). LLCs are a relatively new form of entity.
Although LLCs offer certain advantages, including limited liability for the
members of an LLC, the federal income tax implications associated with LLCs are
still developing. In addition, there is considerable uncertainty and diversity
among the states in their treatment of LLCs for state income tax purposes.

Classification of the Company as a Partnership for Tax Purposes. Under
the recently finalized "Check-the-Box" Regulations, Sections 301.7701-2 and
301.7701-3, effective January 1, 1997, a limited liability company such as the
Company will automatically be classified as a partnership for federal income
tax purposes, unless an election is made to treat the limited liability company
as an association taxable as a corporation. The Members Agreement of the
Company prohibits such an election.

<PAGE> 14

Publicly Traded Partnerships. Generally, publicly traded partnerships are
taxed as corporations for federal income tax purposes. A publicly
traded partnership is any partnership (or limited liability company classified
as a partnership for federal income tax purposes) in which ownership interests
are traded on an established securities market or are readily tradable on a
secondary market (or the substantial equivalent thereof). Although it is
likely that the Company will be treated as a publicly traded partnership, the
Company should not be taxed as a corporation for federal income tax purposes
because, based on the representations of the Manager, 90% or more of the
Company's gross income consists of "qualifying income" as defined in Section
7704(d) of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, so long as the Company's gross income for each taxable year
consists of 90% or more of "qualifying income," the Company, as a publicly
traded partnership, should qualify for the exception from corporate taxation
for partnerships with qualifying income. There can be no assurance that the
Company will continue to qualify for such exception.

If, at any time, the Company were determined to no longer qualify for the
qualifying income exception, and thus be taxable as a corporation rather than a
partnership, income of the Company would be taxable to the Company at corporate
rates and distributions to the Members could be taxable as dividends.
Furthermore, any deductions, losses and credits would be allowed only to the
Company and would not pass through to the Members.

Tax Liability Exceeding Cash Distributions. Each Member will be required
to report its allocable share of Company income, gains, losses, deductions,
credits and items of tax preference on its federal income tax return for each
taxable year, regardless of whether any cash distribution is actually made to
such Member during the taxable year. Accordingly, a Member's tax liability
attributable to the Company's income may exceed the cash distributed to such
Member during a particular or any taxable year. Furthermore, any reduction in
a Member's allocable share of the Company's non-recourse debt, if any, could
result in a concurrent tax liability, even though no cash will have been
distributed.

Adjustment of Cost Basis of Partnership Assets. The Company is permitted
to make an election under Code Section 754 to have the cost basis of its assets
adjusted upon a transfer of any Class A Units. Such an election would, in
effect, require the Company to adjust, but only with respect to the transferee
of the Class A Units, the Company's basis in its properties to reflect the
difference between the cost to the transferee of Class A Units and its pro rata
share of the Company's basis in its properties. This adjustment would also
require, in certain circumstances, an adjustment to the Company's basis in its
assets upon distributions of appreciated or depreciated assets.

It is unlikely that the Company would make such an election because (i) an
election under Code Section 754, once made, cannot be revoked without
obtaining the consent of the Internal Revenue Service, (ii) such an election
may not necessarily be advantageous to all Members, and (iii) accounting
complexities can result from having such an election in effect. The failure to
make such an election could significantly change the amount received by a
transferee upon the sale of its Class A Units or the amount of gain or loss
recognized by a Member on the sale of Company assets. In addition, the failure
to make such an election could significantly limit the ability of a Member to
sell its Units.

<PAGE> 15

An audit of the Company's information may result in an audit of a Class A
Member's own tax return.

THE TAX ASPECTS OF AN INVESTMENT IN THE CLASS A UNITS ARE COMPLEX AND
DEPENDENT ON UNSETTLED LAW OR FUTURE CIRCUMSTANCES AND EVERYONE IS ENCOURAGED
TO CONSULT HIS OR HER OWN TAX ADVISORS IN EVALUATING THE TAX RISKS AND ASPECTS
OF AN INVESTMENT IN THE COMPANY.

SUMMARY OF THE MEMBERS AGREEMENT

The following is a summary of certain portions of the Members Agreement.
All statements made below and elsewhere in this Registration Statement relating
to the Members Agreement are qualified in their entirety by reference to the
Members Agreement, a copy of which is filed as an exhibit hereto.

Formation; Capital Contributions.

The Company was formed on September 25, 1997, as a limited liability
company pursuant to the Delaware Act. Edison made an initial capital
contribution on September 26, 1997, of $100,000 in order to capitalize the
Company. Edison also contributed its title to the Building on September 26,
1997. In exchange for such contributions, Edison received 10,000,000 Class B
Units on September 26, 1997, which are exchangeable by Edison for the Class A
Units. The issued and outstanding Class A Units of the Company have been issued
to Edison for distribution by Edison to the holders of the Allowed General
Unsecured Claims. No Class A Members have the obligation or the right to make
additional capital contributions to the Company. In addition, no Member is
entitled to withdraw any portion of its contribution or Capital Account (as
defined in the Members Agreement), or receive any distribution, except as
otherwise provided in the Members Agreement.

Term of the Company.

The term of the Company is until September 26, 2000, unless the Company is
either (i) terminated earlier in accordance with the provisions of the
Members Agreement, or (ii) extended by the Manager, with the approval of the
Bankruptcy Court for good cause shown, for one or more additional two year
periods beyond September 26, 2000. Under no circumstances will the Company
continue after the liquidation and distribution of all Company assets in
accordance with the Members Agreement and all Disputed General Unsecured Claims
(as defined in the Plan of Reorganization) have been resolved.

Classification of the Company for Tax Purposes.

The Company currently is classified as a partnership for federal income
tax purposes. The Class A Members have agreed not to take any action that
would cause the relationship of the Members under the Members Agreement to be
excluded from the application of all or any part of

<PAGE> 16

Subchapter K of Chapter 1 of Subtitle A of the Code or from any successor
provisions to Subchapter K under the Code or from any similar provisions of
applicable state laws.

Certain Duties and Responsibilities of the Manager.

The Manager is responsible for the operations of the Company. The
Manager, subject to certain approval rights of the Requisite Holders or
Designation Members, is specifically authorized to (i) perform all obligations
as lessor/owner of the Building, (ii) manage, maintain, repair, sell or
mortgage the Building and (iii) enter into contracts relating to any of the
foregoing matters. The Manager also has the power, subject to certain approval
rights of the Requisite Holders or Designation Members, to take all actions
that are necessary and advisable to effectuate the purposes of the Members
Agreement, including, without limitation, the power and authority (i) to
distribute Company assets to the Class A Members, (ii) sell, convey, transfer,
assign, liquidate or abandon, Company assets or any parts thereof, upon such
terms and for such consideration as the Manager deems desirable, (iii) endorse
the payment of notes or other obligations of any person, or to make contracts
with respect thereto, (iv) to borrow money for advisable purposes, (v) to
appoint, engage, supervise and compensate officers or employees of the Company
or others. The Manager may set record dates for the Company as it deems
appropriate for the purposes of determining which Class A Members are entitled
to receive distributions or notices from the Company, exercise voting rights or
for any other purpose for which a record date is advisable.

Limitations on Liability of the Manager.

The Manager is not liable for anything it does or refrains from doing in
connection with its duties as the Manager of the Company, unless it willfully
breaches a material provision of the Members Agreement or acts grossly
negligent in connection with its duties under the Members Agreement. The
Manager may be indemnified by the Company to the full extent permitted by the
Delaware Act, subject to the above exceptions. See "Indemnification of
Directors and Officers," above.

Rights and Powers of the Class A Members and Designation Members.

The Designation Members and the Requisite Holders each have the power to
remove the Manager of the Company with or without cause. In addition, the
Designation Members have the power to call meetings of the Members. The
affirmative vote of a majority of the record holders of the Class A Units
represented at a meeting (at which a quorum is present) constitutes an act of
the Members. The approval of either the Designation Members or the Requisite
Holders is required prior to the Manager (i) adopting any annual budget for the
Company, (ii) entering into any lease agreement for more than 20,000 square
feet, except for the current lease agreement with Edison for Edison's corporate
headquarters and (iii) making or committing to make an expenditure in an
aggregate amount exceeding $1,000,000 for additions to the Company's property,
plant or equipment. The approval of the Designation Members or Requisite
Holders is required before the Manager causes the Company to enter into any
contract for sale of the Building. The holder of the Class B Units does not
have any voting rights.

<PAGE> 17

Transferability of Membership Units.

Class A Members may transfer all or part of their Class A Units in
accordance with Article V of the Members Agreement. Edison may not transfer
any Class B Units to any person except by operation of law. Article V of the
Members Agreement provides that, prior to any transfer of Class A Units, the
Manager must receive a notice of transfer from the selling Class A Member
stating both the intended date of the transfer (no less than 10 or more than 30
days after date of notice) and the name of the transferee. Prior to the
intended transfer date, the Manager may request, and the Class A Member must
provide (i) a tax opinion to the effect that transfer will not result in the
Company ceasing to be classified as a partnership for federal tax purposes, and
(ii) assurances that the selling Class A Member will reimburse the Company for
any expenses that may be incurred in connection with the transfer. The selling
Class A Member may then effect the proposed transfer on the intended transfer
date or within thirty days thereafter. Any purported transfer that is either
disapproved by the Company or does not comply with the provisions of Article V
will be treated as null and void and the transferee will not acquire any title
or ownership interest in the Class A Units; instead, the transferee will be
deemed to hold the Class A Units for the benefit of the other Class A Members.

Distributions to Class A Members.

Subject to the establishment of certain reserves and the payment of
certain other obligations of the Company (which obligations are described
below), the Manager is required to distribute the available net profits of the
Company to the Class A Members at least annually in proportion to their
respective Class A Sharing Percentages. In addition, subject to the same
limitations, the Manager is required to distribute any sale proceeds resulting
from a sale of the Building to the Class A Members promptly following the
consummation of any such sale. Before any distributions of available net
profits or sale proceeds, the Manager is required to first pay taxes and unpaid
administrative expenses of the Company; second, pay any professional fees
incurred by the Company; third, pay any required tax distributions; and fourth,
repay any outstanding loans of the Company. In addition, before any such
distributions, the Manager is required to withhold certain proceeds in reserve
for the benefit of subsequent holders of Class A Units (in proportion to the
number of Class B Units remaining outstanding at the time of any such
contemplated distribution). The Manager is required to inform the Members of
the aggregate amount of any distribution.

Distributions to Edison.

The Company is required to make tax distributions to Edison in an amount
equal to the taxable income of the Company allocated to Edison. The Company is
required to notify Edison of the estimated amount of any taxable income or loss
allocated to Edison promptly following the close of each fiscal quarter of the
Company. The required tax distributions is to be made within 60 days following
the close of each fiscal quarter in which the Company recognizes taxable
income.

<PAGE> 18

Allocation of Income and Losses.

In general, for federal income tax purposes, except as otherwise required
by the Code or the Treasury Regulations, all items of income, gain, loss and
deduction shall be allocated to the Members as follows:

1. First, all items of income consisting of interest or other earnings on
Reserved Proceeds shall be allocated to the holders of Class B Units in
proportion to their respective Class B Sharing Percentages; and

2. Second, all remaining items of income and loss shall be allocated to
the Members in proportion to their respective Overall Sharing Percentages.

Dissolution and Liquidation.

The Company will be dissolved upon: (i) the expiration of the term of the
Company, (ii) the bankruptcy of the Company or (iii) the unanimous written
consent of the Members. The death, expulsion, bankruptcy or dissolution of any
Member will not result in the Company's dissolution. Upon an event of
dissolution, the Manager will cause a certificate of cancellation to be filed
with Delaware Secretary of State and will appoint a Liquidation Agent to
liquidate the Company and distribute its assets to the Class A Members in
accordance with their respective Capital Account balances (as defined in the
Members Agreement).

Reports to Class A Members; Fiscal Year.

The Manager is required to cause the Company to furnish to the Members an
Annual Report of the Company promptly after filing the same with the SEC. If
the Company is not required to file an Annual Report with the SEC, the Company
will furnish the Members, within a comparable time period an Annual Report,
substantially the same information that an Annual Report filed with the SEC
would contain. The Company's fiscal year ends on December 31 of each year.

<PAGE> 19

PART F/S

INDEX TO FINANCIAL STATEMENTS:

Exhibit Page
---------------------------------------------------------------------- ----
<S> <C>

Financial Statements for the Year Ended December 31, 1997: F-1

Independent Auditors Report. F-2

Balance Sheet (December 31, 1997). F-3

Statement of Operations for the Period Ended F-4
December 31,1997.

Statement of Change in Members Equity for the F-5
Period Ended December 31, 1997.

Statement of Cash Flows for the Period Ended F-6
December 31, 1997.

Notes to Financial Statements (December 31, 1997). F-7

Financial Statements for the Quarter Ended March 31, 1998 (unaudited): F-11

Balance Sheet (March 31, 1998). F-11

Statement of Operations for the Period Ended F-12
March 31, 1998.

Statement of Change in Members Equity for F-13
Period Ended March 31, 1998.

Statement of Cash Flows for the Period Ended F-14
March 31, 1998.
</TABLE>

<PAGE> 20

PART III

INDEX TO EXHIBITS:

The following list describes the exhibits filed as part of this
registration statement on Form 10-SB:

Exhibit Number Exhibit Page
-------------- ------- -----
<S> <C>
2.1: Articles of Organization of the Company filed
with the Delaware Secretary of State on September
24, 1997.

2.2: Members Agreement of EBS Building, L.L.C.,
A Limited Liability Company, dated as of
September 26, 1997.

3: See the Members Agreement, attached as Exhibit 2.2

6.1: See the Members Agreement, attached as Exhibit 2.2

6.2: Management and Leasing Agreement by and between
EBS Building, L.L.C. and Insignia Commercial
Group, Inc., dated December 31, 1997.

6.4: Lease by and between EBS Building, L.L.C.
and Edison Brothers Stores, Inc.

6.5: Property Management Agreement by and between
EBS Building, L.L.C. and Edison Brothers Stores, Inc.
dated September 26, 1997.

6.6: Loan Agreement by and between EBS Building,
L.L.C. and First Bank, dated as of March 16, 1998.
</TABLE>

<PAGE> 21

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

REGISTRANT:

EBS BUILDING, L.L.C.

By: Price Waterhouse LLP, as Manager

/s/ Keith F. Cooper
----------------------------------
Dated: April 30, 1998 By: Keith F. Cooper
Partner

21
<PAGE> 22
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
Financial Statements for the Year Ended December 31, 1997: F-1

Independent Auditors Report. F-2

Balance Sheet (December 31, 1997). F-3

Statement of Operations for the Period Ended F-4
December 31, 1997.

Statementof Change in Members Equity for the F-5
Period Ended December 31, 1997.

Statement of Cash Flows for the Period Ended F-6
December 31, 1997.

Notes to Financial Statements (December 31, 1997). F-7

Financial Statements for the Quarter Ended March 31, 1998 (unaudited): F-11

Balance Sheet (March 31, 1998). F-11

Statement of Operations for the Period Ended F-12
March 31, 1998.

Statement of Change in Members Equity for F-13
Period Ended March 31, 1998.

Statement of Cash Flows for the Period Ended F-14
March 31, 1998.

</TABLE>

<PAGE> 23

EBS BUILDING,
L.L.C.
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1997

F-1
<PAGE> 24

[RUBIN, BROWN, GORNSTEIN & CO. LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

Members
EBS Building, L.L.C.
St. Louis, Missouri

We have audited the accompanying balance sheet of EBS Building, L.L.C., a
Delaware limited liability company, as of December 31, 1997 and the related
statements of operations, changes in members' equity and cash flows for the
period beginning September 26, 1997 and ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EBS Building, L.L.C. as of
December 31, 1997, and the results of its operations and its cash flows for the
period beginning September 26, 1997 and ended December 31, 1997 in conformity
with generally accepted accounting principles.

Rubin, Brown, Gornstein & Co. LLP

April 2, 1998

F-2

<PAGE> 25

EBS BUILDING, L.L.C.
BALANCE SHEET
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

DECEMBER 31, 1997
<S> <C>
ASSETS
Rental Property $ 19,584,653
Cash 403,919
Rents receivable 7,465
Due from Edison Brothers Stores, Inc. 61,398
Prepaid expenses 61,040
------------
Total assets $ 20,118,475
============

LIABILITIES
Accounts payable $ 63,418
Accrued professional fees 139,297
Accrued utilities 72,644
Accrued salaries 45,777
Due to Edison Brothers Stores, Inc. 112,022
Other liabilities 12,495
------------

Total liabilities 445,653
------------

MEMBERS' EQUITY:
Membership Units (Class A - 10,000,000 authorized, 9,058,041
issued and outstanding; Class B - 941,959 authorized,
issued and outstanding) -
Paid-in capital 19,810,522
Retained earnings (137,700)
------------
Total members' equity 19,672,822
------------
Total liabilities and members' equity $ 20,118,475
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 26

EBS BUILDING, L.L.C.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------

FOR THE PERIOD ENDED
DECEMBER 31, 1997
<S> <C>
Income:
Rent $ 822,477
Other 25,455
----------

Total income 847,932
----------

Expenses:
Maintenance 274,034
Professional fees 157,918
Utilities 153,478
General and administrative 131,329
Property taxes 101,340
Other operating expenses 41,664
----------

Total expenses 859,763
----------

Rental loss before depreciation (11,831)

Depreciation 125,869
----------

Net loss $ (137,700)
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4

<PAGE> 27

EBS BUILDING, L.L.C.
STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE PERIOD ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

CLASS A CLASS B
MEMBERSHIP MEMBERSHIP PAID IN RETAINED
UNITS UNITS CAPITAL EARNINGS TOTAL
<S> <C> <C> <C> <C> <C>
Balance, September 26, 1997 - - $ - $ - $ -

Original capital contribution - 10,000,000 19,810,522 - 19,810,522

Units transferred 9,058,041 (9,058,041) - - -

Current period loss - - - (137,700) (137,700)
----------- ----------- ----------- ----------- -----------

Balance, December 31, 1997 9,058,041 941,959 $19,810,522 $ (137,700) $19,672,822
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 28

EBS BUILDING, L.L.C.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

FOR THE PERIOD ENDED
DECEMBER 31, 1997
<S> <C>
Cash flows from operating activities:
Net loss $ (137,700)
Reconciliation of net loss to cash flows
provided by operating activities:
Depreciation expense 125,869
Changes in operating assets and liabilities:
Increase in assets, excluding cash
and rental property (129,903)
Increase in liabilities 445,653
-----------

Cash flows provided by operating activities 303,919
-----------

Cash flows from financing activities:
Capital contribution 100,000
-----------

Cash flows provided by financing activities 100,000
-----------

Net increase in cash 403,919

Cash, beginning of period -
-----------

Cash, end of period $ 403,919
===========

Supplemental disclosure of noncash financing activities:
Contribution of land and building $19,710,522
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 29

EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------

1. DESCRIPTION OF BUSINESS

EBS Building, L.L.C. (the "Company") is a limited liability company
organized on September 25, 1997 under the Delaware Limited Liability
Company Act. The Company is governed by a Members Agreement, dated as
of September 26, 1997 (the "Members Agreement"). The Company was formed
in connection with the reorganization proceedings of Edison Brothers
Stores, Inc. ("Edison") under Chapter 11 of the United States
Bankruptcy Code. Pursuant to Edison's Chapter 11 plan of reorganization
(the "Plan of Reorganization"), Edison transferred title to its land
and building at 501 North Broadway in downtown St. Louis, Missouri (the
"Building") to the Company on September 26, 1997 as a part of the
overall distribution to holders of Allowed General Unsecured Claims
against Edison (as defined in the Plan of Reorganization), who received
Membership Units in the Company (as more fully described below in Note
4). The Company began operations on September 26, 1997.

Pursuant to the Members Agreement, the Company is organized for the
exclusive purposes of acquiring, owning, managing, maintaining,
repairing, leasing, selling, hypothecating, mortgaging or otherwise
dealing with the Building, and for receiving, administering and
distributing any disposition proceeds relating thereto. It primarily
derives income from the rental of office space. The proceeds from the
eventual sale of the Building will be distributed along with any other
Company assets to the appropriate holders of Membership Units (the
"Members") in accordance with the Members Agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist
in evaluating the Company's financial statements included in this
report. These principles conform to generally accepted accounting
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires that management make
estimates and assumptions which impact the reported amounts of assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

BASIS OF PRESENTATION
These financial statements include the accounts of EBS Building, L.L.C.
for the period from September 26, 1997 through December 31, 1997.

CASH
Cash consists of an amount held in a demand deposit account in the
Company's name at a highly-rated financial institution.

RENTAL PROPERTY
Rental property includes land and building. Land and building were
recorded at their carryover basis from Edison (i.e., Edison's
historical book value) at September 26, 1997. Maintenance, repairs, and
minor improvements are expensed as incurred. The Building is
depreciated using the straight-line method over its estimated useful
life of 38 years.

F-7
<PAGE> 30

EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
PAGE 2
- --------------------------------------------------------------------------------

RENTAL INCOME AND OPERATING EXPENSES
Rental income and operating expenses are recorded on the accrual basis
of accounting.

INCOME TAXES
The Company is not subject to income taxes. Instead, the members report
their distributive share of the Company's profits and losses on their
respective income tax returns.

3. RENTAL PROPERTY

Rental property includes the following:
<TABLE>
<CAPTION>

DECEMBER 31, 1997

<S> <C>
Land $ 2,250,520
Building 17,765,629
-----------

20,016,149
Accumulated depreciation (431,496)
-----------

$19,584,653
===========
</TABLE>

The Building is located in downtown St. Louis, Missouri and is
primarily leased to various businesses for office space. The Building
has 434,136 square feet of rentable space. At December 31, 1997, the
Building had six tenants leasing 319,180 square feet for an occupancy
rate of 74%. The average annual rent per square foot was $9.87 as of
December 31, 1997.

The only tenant in the Building that occupies greater than 10% of the
leasable space is Edison. Edison leases 273,068 square feet of rentable
office space, or approximately 63% of total rentable space, at an
annual rent of $2,340,540. Edison's lease expires in September 2000
with an option to renew for one year at $12 per square foot or for
seven years at prevailing market rates.

Below is a summary of lease expirations, by year, at December 31, 1997.
Amounts represent minimum lease requirements and do not include
revenues from rent escalations:
<TABLE>
<CAPTION>

PERCENT
NUMBER OF SQUARE ANNUAL OF GROSS
YEAR EXPIRATIONS FEET RENT ANNUAL RENT

F-8

<PAGE> 31

EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
PAGE 3
- --------------------------------------------------------------------------------

At December 31, 1997, minimum payments due to the Company under
noncancelable operating lease agreements are as follows:

ANNUAL
YEAR RENT

1998 $ 3,172,834
1999 3,182,242
2000 2,364,155
2001 192,947
------------

$ 8,912,178
============

4. MEMBERS' EQUITY

On September 26, 1997, Edison transferred the title of the Building to
the Company in exchange for 10,000,000 Class B Membership Units of the
Company, which represented all of the outstanding Membership Units of
the Company. On December 12, 1997, in accordance with the Company's
Members Agreement and the Plan of Reorganization, Edison exchanged
9,058,041 Class B Membership Units for 9,058,041 Class A Membership
Units of the Company and simultaneously distributed such units to
holders of Allowed General Unsecured Claims. All outstanding Class B
Membership Units will eventually be canceled and an equivalent number
of Class A Membership Units issued to the holders of Allowed General
Unsecured Claims as required by the Members Agreement and the Plan of
Reorganization. At December 31, 1997, Edison held 941,959 Class B
Membership Units.

5. RELATED PARTY TRANSACTIONS

During 1997, Edison was employed by the Company as the property manager
of the Building. As property manager, the Company paid Edison
management fees and reimbursed Edison for employee salaries totaling
$104,150 for the period from September 26, 1997 through December 31,
1997. As of December 31, 1997, the Company was due $61,398 from Edison
primarily relating to overpayment of payroll costs. The Company owed
$112,022 as of December 31, 1997 primarily for property taxes paid by
Edison on behalf of the Company.

One of Edison's six board members is an employee of a Member of the
Company.

6. SUBSEQUENT EVENTS

UNUSED LINE OF CREDIT
Effective March 16, 1998, the Company entered into a $2,000,000
revolving line of credit with First Bank (the "Line of Credit"). The
Company presently intends to use the Line of Credit for working capital
needs and tenant improvements. Borrowings under the Line of Credit bear
interest at a rate per annum equal to the LIBOR rate plus 2.25%. There
was no commitment fee for this Line of Credit. Payments due for
borrowings on the Line of Credit are for interest only

F-9
<PAGE> 32

EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
PAGE 4
- --------------------------------------------------------------------------------

until maturity (March 15, 1999), when all outstanding principal and
interest is due and payable. As of the date of this report, there were
no outstanding borrowings under the Line of Credit.

LEASE AGREEMENT
In February 1998, the Company entered into a ten-year lease agreement
with another tenant for 20,280 square feet of rentable office space,
thereby increasing the Building's occupancy rate from 74% to 78%. The
lease agreement provides for the Company to pay for tenant improvements
of up to $304,200 over the life of the lease.

TRANSFER OF MEMBERSHIP UNITS
During February 1998, Edison exchanged an additional 280,560 Class B
Membership Units for 280,560 Class A Membership Units of the Company
and simultaneously distributed such units to holders of Allowed General
Unsecured Claims.

F-10
<PAGE> 33
EBS BUILDING, L.L.C.
BALANCE SHEET
<TABLE>
<CAPTION>

MARCH 31, 1998 DECEMBER 31, 1997
<S> <C> <C>
ASSETS
Rental property $ 19,497,594 $ 19,584,653
Cash 489,765 403,919
Rents receivable 8,160 7,465
Due from Edison Brothers Stores, Inc. 73,479 61,398
Prepaid expenses (a) 129,903 61,040
Other Assets 402
---------------- ------------
Total assets $ 20,199,303 $ 20,118,475
---------------- ------------

LIABILITIES
Accounts payable $ 208,133 $ 63,418
Accrued professional fees 235,579 139,297
Accrued utilities 75,479 72,644
Accrued salaries 25,775 45,777
Accrued property taxes 104,031
Accrued property insurance 23,746
Due to Edison Brothers Stores, Inc. 112,022
Other liabilities 6,559 12,495
---------------- ------------

Total liabilities 679,303 445,653
---------------- ------------

MEMBERS' EQUITY:
Membership Units (Class A - 10,000,000 authorized,
9,338,601 issued and
outstanding; Class B - 661,399 authorized,
issued and outstanding) - -
Paid-in capital 19,810,522 19,810,522
Retained earnings (290,522) (137,700)
---------------- ------------

Total members' equity 19,520,000 19,672,822
---------------- ------------

Total liabilities and members' equity $ 20,199,303 $ 20,118,475
================ ============
</TABLE>

(a) - Prepaid expenses at March 31, 1998 include capitalized lease
commissions paid of $119,023, net of accumulated amortization of $992,
related to a 10-year lease entered into on February 16, 1998. Such
commissions will be amortized over the life of the lease.

F-11
<PAGE> 34
EBS BUILDING, L.L.C.
STATEMENT OF OPERATIONS

FOR THE 3 MONTHS ENDED
MARCH 31, 1998

Income:
Rent $ 816,887
Other 30,318
-------------
Total income 847,205
-------------
Expenses:
Maintenance 295,354
Professional fees 197,187
Utilities 170,281
General and administrative 78,311
Property taxes 104,030
Other operating expenses 39,813
-------------
Total expenses 884,976
-------------
Rental loss before depreciation & amortization (37,771)

Depreciation & amortization 115,051
-------------
Net loss $ (152,822)
=============

F-12

<PAGE> 35
EBS BUILDING, L.L.C.
STATEMENT OF CHANGES IN MEMBERS' EQUITY

CLASS A CLASS B
MEMBERSHIP MEMBERSHIP PAID IN RETAINED
UNITS UNITS CAPITAL EARNINGS TOTAL
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 9,058,041 941,959 $ 19,810,522 $ (137,700) $ 19,672,822

Units transferred 280,560 (280,560) - - -

Current period loss - - - (152,822) (152,822)
--------- ------- ------------ ---------- -----------
Balance, December 31, 1997 9,338,601 661,399 $ 19,810,522 $ (290,522) $19,520,000
========= ======= ============ ========== ===========

</TABLE>

F-13
<PAGE> 36
EBS BUILDING, L.L.C.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

FOR THE 3 MONTHS ENDED
MARCH 31, 1998
<S> <C>
Cash flows from operating activities:
Net loss $ (152,822)
Reconciliation of net loss to cash flows
provided by operating activities:
Depreciation & amortization expense 115,051
Changes in operating assets and
liabilities:
Increase in assets, excluding cash
and rental property (83,033)
Increase in liabilities 233,650
--------------
Cash flows provided by operating activities 112,846
--------------
Cash flows from investing activities:
Capital Expenditures (net) (27,000)
--------------
Cash flows provided by investing activities (27,000)
--------------
Net increase in cash 85,846

Cash, beginning of period 403,919
--------------
Cash, end of period $ 489,765
===============

</TABLE>

F-14

<PAGE> 37
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
- -------------- ------- ----
<S> <C> <C>
2.1: Articles of Organization of the Company filed with
the Delaware Secretary of State on September 24,
1997.

2.2: Members Agreement of EBS Building, L.L.C., A Limited
Liability Company, dated as of September 26, 1997.

3: See the Members Agreement, attached as Exhibit 2.2

6.1: See the Members Agreement, attached as Exhibit 2.2

6.2: Management and Leasing Agreement by and between
EBS Building, L.L.C. and Insignia Commercial
Group, Inc., dated December 31, 1997.

6.4: Lease by and between EBS Building, L.L.C.
and Edison Brothers Stores, Inc.

6.5: Property Management Agreement by and between
EBS Building, L.L.C. and Edison Brothers Stores, Inc.
dated September 26, 1997.

6.6: Loan Agreement by and between EBS Building,
L.L.C. and First Bank, dated as of March 16, 1998.

</TABLE>

<PAGE> 1
EXHIBIT 2.1

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 09/24/1997
971319715 - 2799925

CERTIFICATE OF FORMATION

EBS BUILDING, L.L.C.

The undersigned, an authorized natural person, for the purpose of
forming a limited liability company under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is EBS Building, L.L.C.

SECOND: The address of the registered office of and the name and the
address of the registered agent for service of process on the limited liability
company required to be maintained by Section 18-104 of the Delaware Limited
Liability Company Act are The Corporation Trust Company, 1209 Orange Street,
in the City of Wilmington, County of New Castle, Delaware 19801.

* * *

This Certificate of Formation shall become effective at 10:00 a.m.,
Delaware time (the "Effective Time") on September 25, 1997, and shall not
become effective until such time. The limited liability company shall be
formed as of the Effective Time.

Executed on September 22, 1997.

/s/ David B. Cooper, Jr.
---------------------------------------
David B. Cooper, Jr., Authorized Person

<PAGE> 1
EXHBIT 2.2

MEMBERS AGREEMENT

EBS BUILDING, L.L.C.

A LIMITED LIABILITY COMPANY

--------------------------------

DATED AS OF

SEPTEMBER 26, 1997

-------------------------------

<PAGE> 2
TABLE OF CONTENTS

PAGE

I. FORMATION OF THE COMPANY .......................................... 1
1.1. Name and Formation ......................................... 1
1.2. Membership Units ........................................... 1
1.3. Offices .................................................... 3
1.4. Term of the Company ........................................ 3
1.5. Purpose .................................................... 4
1.6. Defined Terms .............................................. 4

II. CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS ........................... 4
2.1. Initial Capital Contributions .............................. 4
2.2. Admission of Additional Members ............................ 4
2.3. Additional Capital Contribution ............................ 4
2.4. No Withdrawal .............................................. 4
2.5. Capital Accounts, Allocations and Related Matters .......... 4
2.6. Partnership Classification for Tax Purposes ................ 5

III. MANAGEMENT AND OPERATIONS ......................................... 5
3.1. Appointment of Manager ..................................... 5
3.2. Specific Authority and Responsibilities of the Manager ..... 6
3.3. Additional Powers of the Manager ........................... 6
3.4. Funding of Company; Operating Accounts ..................... 7
3.5. Limitations on Power and Authority of the Manager .......... 7
3.6. Reports to Members ......................................... 8
3.7. Compensation ............................................... 8
3.8. Resignation or Removal of the Manager ...................... 9
3.9. Indemnity .................................................. 9
3.10. Additional Indemnity Matters .............................. 10
3.11. Actions of Members ........................................ 11
3.12. Company Liabilities ....................................... 11
3.13. Power of Attorney ......................................... 11
3.14. Other Activities of the Manager ........................... 11

IV. DISTRIBUTIONS ..................................................... 12
4.1. Distributions of Income .................................... 12
4.2. Distribution of Sale Transaction Proceeds .................. 12
4.3. Applications of Proceeds ................................... 12
4.4. Reserve of Proceeds ........................................ 12
4.5. Information Concerning Distributions ....................... 13

V. TRANSFER OF MEMBERSHIP UNITS ...................................... 14
5.1. Transfers of Membership Units .............................. 14

<PAGE> 3
5.2. Transfer Procedures and Approval ............................ 14
5.3. After-Acquired Membership Units ............................. 15
5.4. Specific Performance ........................................ 15
5.5. Records of the Company; Void Transfers ...................... 15
5.6. Withdrawal .................................................. 15

VI. DISSOLUTION AND LIQUIDATION ........................................ 15
6.1. Dissolution ................................................. 15
6.2. Certificate of Cancellation ................................. 16
6.3. Procedures .................................................. 16
6.4. Termination of this Agreement ............................... 17

VII. FISCAL AND ADMINISTRATIVE MATTERS .................................. 17
7.1. Fiscal Year ................................................. 17
7.2. Deposits .................................................... 17
7.3. Checks, Drafts, Etc. ........................................ 17
7.4. Books and Records ........................................... 17
7.5. Administrative Matters ...................................... 18
7.6. Compliance with Securities Laws ............................. 18

VIII. MISCELLANEOUS ...................................................... 18
8.1. Notices ..................................................... 18
8.2. Extension Not a Waiver ...................................... 19
8.3. Entire Agreement; Amendments; No Third Party Beneficiary .... 19
8.4. Governing Law ............................................... 19
8.5. Venue ....................................................... 20
8.6. Headings .................................................... 20
8.7. Severability ................................................ 20
8.8. Certain Defined Terms ....................................... 20
8.9. Successors .................................................. 22
8.10. No Suits by Members ........................................ 22
8.11. Involvement of the Company in Certain Proceedings .......... 22
8.12. Waiver of Partition and Certain Other Rights ............... 22
8.13. Member Meetings; Member Approvals ......................... 22
8.14. No Voting Rights ........................................... 23

CERTIFICATE OF FORMATION .................................................. 24

APPENDIX A ................................................................ 1

<PAGE> 4

MEMBERS AGREEMENT

This Members Agreement ("Agreement"), entered into as of September 26,
1997, is made by and among Edison Brothers Stores, Inc., a Delaware corporation
("Edison"), and those Persons who are from time to time named as additional
members (the "General Members") on the books and records of EBS Building,
L.L.C., a Delaware limited liability company (the "Company").

WHEREAS, Edison has caused the Company to be formed in connection with the
reorganization of Edison and its subsidiaries pursuant to a Joint Plan of
Reorganization (as the same may be amended from time to time, the "Plan of
Reorganization") filed in the United States Bankruptcy Court for the District of
Delaware in Case No. 95-1354 (PJW); and

WHEREAS, the Plan of Reorganization provides for, among other things, (i)
the sale, transfer, conveyance, assignment and delivery by Edison, on the
Effective Date, of the fee simple title to the Corporate Headquarters Building
(or, in certain circumstances, the right to receive disposition proceeds
relating thereto) to the Company in exchange for the issuance to Edison of all
of the Class B Membership Units and (ii) the distribution by Edison of the Class
A Membership Units to the holders of Allowed General Unsecured Claims;

NOW, THEREFORE, Edison, as the sole initial Member, and each of the General
Members (upon becoming such) agree as follows:

I. FORMATION OF THE COMPANY

1.1. Name and Formation. The name of the Company is EBS Building, L.L.C.
The Company is a limited liability company organized under the Delaware Limited
Liability Company Act (Delaware Code Annotated, Title 6, Section Section 18-101
through 18-1109) (the "Delaware Act"). The Company is a separate legal entity.
The Company and all ownership interests in the Company will be governed by this
Agreement and, except as modified by this Agreement, by the Delaware Act.

1.2. Membership Units. (a) The owners of the Company will be known as
Members. The ownership interest of a Member will be designated as a "Membership
Unit." The Company will have the following classes of Membership Units: (i)
"Class B Membership Units," which shall initially represent all of the
Membership Units and which shall be held by Edison pending the surrender thereof
by Edison for cancellation from time to time in exchange for an equivalent
number of Class A Membership Units to be distributed by Edison pursuant to the
Plan of Reorganization, and (ii) "Class A Membership Units", which shall be
distributed by Edison from time to time to holders of Allowed General Unsecured
Claims pursuant to the Plan of Reorganization. Membership Units will be issued
only as specifically provided for in this Agreement and there shall be
outstanding a total of 10,000,000 Membership Units throughout the term of the
Company's existence. Membership Units will constitute personal property and no
Member will have a claim to or interest in specific property of the Company.
Each of the

<PAGE> 5

Class A Membership Units and Class B Membership Units will have the relative
preferences, rights, limitations or restrictions as set forth in this Agreement.

(b) Each Class B Membership Unit will be represented solely by an entry
in the books for registration and transfer of Membership Units provided for in
Section 1.2(d). Each Class A Membership Unit, including without limitation any
Class A Membership Unit that may be issued upon transfer of a Class A Membership
Unit, will be evidenced by, and subject to the terms of, a Membership Unit
certificate (a "Membership Certificate") in substantially the form of Exhibit A,
with such changes, marks of identification or designation, and such legends,
summaries, or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto.

(c) The Membership Certificates will be executed on behalf of the
Company by the manual or facsimile signature of the Manager.

(d) The Manager will keep or cause to be kept, at the principal office
of the Company or its agent designated for such purpose, books for registration
and transfer of the Membership Certificates issued hereunder. Such books will
show, in addition to the Class B Membership Units held by Edison, the names and
addresses of the respective holders of the Membership Certificates, the number
of Class A Membership Units evidenced by each of the Membership Certificates,
and the date of each of the Membership Certificates. The Company and its agent
will be entitled to treat the registered holder of any Class A Membership
Certificate as the sole owner of the Membership Units represented by such
Membership Certificate for all purposes and will not be bound to recognize any
equitable or other claim or interest in such Class A Membership Units on the
part of any other Person. The Manager will be entitled to establish such record
dates as it deems appropriate from time to time for purposes of determining the
Members entitled to receive distributions or notices or to exercise voting
rights and for such other purposes as the Manager deems expedient.

(e) In connection with each distribution of Class A Membership Units
required to be made pursuant to the Plan of Reorganization, Edison shall
instruct the Company or its agent designated for such purpose that Edison
desires to surrender for cancellation a specified number of Class B Membership
Units in exchange for the issuance and delivery to Edison of a like number of
Class A Membership Units, to be evidenced by Membership Certificates in such
denominations and registered in the names of such holders of Allowed General
Unsecured Claims (or the designees thereof) as may be specified in such
instruction, to be distributed by Edison pursuant to the Plan of Reorganization.
All Class A Membership Units transferred by Edison to holders of disputed claims
pursuant to the Plan of Reorganization on any Subsequent Distribution Date shall
be deemed for purposes of this Members Agreement to have been issued in exchange
for Class B Membership Units and distributed at the end of the last day of the
preceding fiscal quarter. All General Members agree to file all federal, state,
and local tax returns in a manner that is consistent with the preceding
sentence.

2
<PAGE> 6

(f) Any Membership Certificate may be transferred, split up, combined,
or exchanged for another Membership Certificate or Membership Certificates. Any
Member desiring to transfer, split up, combine, or exchange any such Membership
Certificate will make such request in writing delivered to the Manager, and will
surrender the Membership Certificate or Membership Certificates to be
transferred, split up, combined, or exchanged, with a form of assignment duly
executed by the Member thereof, at the principal office of the Company or its
agent designated for such purpose. Thereupon or as promptly as practicable
thereafter, the Company or its agent will prepare, execute, and deliver the
Membership Certificate or Membership Certificates, as the case may be, as so
requested. Neither the Company nor its agent will be required to issue or
deliver any Membership Certificates in connection with any transfer, split up,
combination, or exchange of Membership Certificates unless and until the Member
requesting the issuance or delivery thereof has paid to the Manager the amount
of any tax or governmental charge that may be payable in connection with such
transfer, split up, combination, or exchange or has established to the
satisfaction of the Manager that any tax or governmental charge has been paid.

(g) Upon receipt by the Company and the Manager of evidence reasonably
satisfactory to them of the loss, theft, destruction, or mutilation of a
Membership Certificate, and, in case of loss, theft, or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to the
Company and the Manager of all reasonable expenses incidental thereto, and upon
surrender to the Manager and cancellation of the Membership Certificate if
mutilated, the Manager will prepare, execute, and deliver a new Membership
Certificate of like tenor to the Member in lieu of the Membership Certificate so
lost, stolen, destroyed, or mutilated.

(h) All Membership Certificates surrendered for the purpose of
transfer, split-up, combination or exchange will be delivered to the Company or
its agent designated for such purpose for cancellation and will be canceled by
the Company or such agent, and no Membership Certificates will be issued in lieu
thereof except as expressly provided in this Agreement.

1.3. Offices. The initial registered agent of the Company is The
Corporation Trust Company, and the address of the initial registered office of
the Company is 1209 Orange Street, Wilmington, Delaware. The principal office of
the Company will be maintained at the principal office of the Manager.

1.4. Term of the Company. The Company's existence will commence on the date
hereof (the "Commencement Date") and will continue until the third anniversary
of the Effective Date unless sooner terminated in accordance with Article VI;
provided, however, that in the event that (a) the liquidation and distribution
of all Company Assets in accordance with this Agreement shall not have then been
completed or (b) all Disputed General Unsecured Claims shall not have been
resolved, the existence of the Company may be extended by the Manager, with the
approval of the Bankruptcy Court for good cause shown, for one or more
successive periods of two years each. In no event will the Company continue
after the liquidation and distribution of all Company Assets in accordance with
this Agreement shall have been completed and all Disputed General Unsecured
Claims have been resolved.

3
<PAGE> 7
1.5. Purpose. The Company is organized for the exclusive purposes of
acquiring, owning, managing, maintaining, repairing, leasing, selling,
hypothecating, mortgaging or otherwise dealing with the Corporate Headquarters
Building and for receiving, administering and distributing any disposition
proceeds relating thereto. Except as otherwise provided in the Delaware Act or
by other applicable law, the Company will have the power to do all things
necessary or convenient to effect any or all of its purposes.

1.6. Defined Terms. In addition to the terms defined elsewhere herein,
terms used herein which are defined in the Plan of Reorganization will have the
meanings ascribed thereto in the Plan of Reorganization when used in this
Agreement with initial capital letters.

II. CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS

2.1. Initial Capital Contributions. As of the Commencement Date, Edison
will make an initial contribution to the capital of the Company in the amount of
$100. On the Effective Date, Edison will make an additional contribution to the
capital of the Company of all of its right, title and interest in and to the
Corporate Headquarters Building (or, in certain circumstances, the right to
receive disposition proceeds relating thereto) and the applicable portion of the
LLC Funding Amount. In consideration for such initial contribution or the
obligation of the Debtors or the Reorganized Debtors to make such additional
contributions, 10,000,000 Class B Membership Units will be issued to Edison on
the Commencement Date.

2.2. Admission of Additional Members. From and after the Effective Date,
Class A Membership Units will be issued and delivered to Edison for distribution
to holders of Allowed General Unsecured Claims in accordance with Section
1.2(e). Upon such issuance and delivery the Persons in whose names such Class A
Membership Units are registered will be admitted to the Company as General
Members. Similarly, each Person to whom record ownership of a Class A Membership
Unit is subsequently transferred in accordance with Section 5.2 will be admitted
to the Company as a General Member upon the registration of such transfer.

2.3. Additional Capital Contribution. Except as provided for in Section
2.1, no Member will have any obligation to, nor will any Member be entitled to,
make any additional contributions to the capital of the Company.

2.4. No Withdrawal. No Member will be entitled to withdraw any portion of
its contribution or Capital Account, or to receive any distribution from the
Company, except as otherwise provided in this Agreement.

2.5. Capital Accounts, Allocations and Related Matters.

2.5.1. Capital Accounts. A Capital Account will be maintained for each
Member in the manner set forth in Article II of Appendix A, which is attached
hereto and is a part of this Agreement.

4
<PAGE> 8

2.5.2 Allocations of Book Income and Loss. Except to the extent
modified by the provisions of Article III of Appendix A, the Company's Book
income and Book loss for any fiscal year will be allocated to the Members as
follows:

first, all items of income consisting of interest or other
earnings on Reserved Proceeds shall be allocated to the holders of
the Class B Membership Units in proportion to their respective Class
B Sharing Percentages; and

second, all remaining items of Book income and loss shall be
allocated to the Members in proportion to their respective Overall
Sharing Percentages.

2.5.3. Advances from Members. Advances by Members to the Company
will not be deemed a capital contribution to, or be reflected on the balance of,
any Capital Account. The amount of any such advance will be a debt due from the
Company to such Member and, except as otherwise expressly provided in this
Agreement or as agreed between such Member and the Manager at the time such
funds are advanced, will be repaid as soon as practicable to such Member.

2.5.4. No Interest. No interest will be paid by the Company on (a)
any capital contribution, (b) on the balance of any Capital Account, or (c)
unless otherwise agreed to by the Manager, on any advance to the Company from
any Member.

2.6. Partnership Classification for Tax Purposes. Each Member recognizes
and intends that for federal income tax purposes the Company will be classified
as a partnership, and the Members will not make any election or take any action
that would cause the relationship of the Members under this Agreement to be
excluded from the application of all or any part of Subchapter K of Chapter 1 of
Subtitle A of the Code or from any successor provisions to Subchapter K under
the Code or from any similar provisions of applicable state laws.

III. MANAGEMENT AND OPERATIONS

3.1. Appointment of Manager. (a) The Company Assets will be administered,
and the business and affairs of the Company will be managed, by the Person
specified in the Confirmation Order as having been designated as such by the
Creditors' Committee (together with any successor Manager appointed pursuant to
Section 3.9, the "Manager"), who will have the specific authority and
responsibilities granted to him/her hereunder.

(b) The Manager will not be liable or accountable, in damages or
otherwise, to the Company or to any Member for anything it may do or refrain
from doing, except in the case of its willful breach of a material provision of
this Agreement or gross negligence in connection with the performance of its
duties hereunder.

(c) The Manager may rely, and will be fully protected personally in
acting upon, any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order or other instrument or document that it
has no reason to believe to be other than genuine and to have been signed or
presented other than by the proper party or parties or, in the case

5
<PAGE> 9

of facsimile transmissions, to have been sent other than by the proper party or
parties, in each case without obligation to satisfy itself that the same was
given in good faith and without responsibility for errors in delivery,
transmission or receipt. In the absence of its gross negligence or willful
breach of this Agreement, the Manager may rely as to the truth of statements and
the correctness of the facts and opinions expressed therein and will be fully
protected personally in acting thereon. The Manager may consult with legal
counsel and will be fully protected in respect of any action taken or suffered
by it in accordance with the written opinion of legal counsel.

3.2 Specific Authority and Responsibilities of the Manager.

3.2.1. Management and Sale of Corporate Headquarters Building. For
so long as title to the Corporate Headquarters Building is held by the Company,
the Manager will be empowered to cause the Company, in the Manager's sole
discretion (to be exercised with due regard for the best interests of the
Company and the Members), (i) to perform all obligations of lessor/owner under
the provisions of any lease covering all or any portion of the Corporate
Headquarters Building, (ii) subject to the terms of any such lease, to manage,
maintain, repair sell or mortgage the Corporate Headquarters Building or any
interest therein, and (iii) contract with one or more Persons in relation to any
of the foregoing matters (including without limitation contracting with one or
more Persons to perform management, maintenance or other services with respect
to the Corporate Headquarters Building); provided, however, that such rights may
not be exercised in any manner inconsistent with Section 3.5 or any other
provision of this Agreement.

3.2.2. Retention of Attorneys, Accountants and Other Professionals.
(a) The Manager may retain such independent experts and advisors (including, but
not limited to, law firms, tax advisors, consultants, or other professionals) as
the Manager may select to aid in the performance of its duties and
responsibilities hereunder and to perform such other functions as may be
appropriate in furtherance of the intent and purpose of this Agreement.

(b) The Manager may commit the Company to provide such professional
persons or entities reasonable compensation and reimbursement from the Company
Assets for services rendered and expenses incurred. The Manager will make all
reasonable and customary arrangements for payment or reimbursement of such
compensation and expenses and will pay the same from the Operating Account in
accordance with the provisions of Section 3.4.

3.3 Additional Powers of the Manager. (a) Except as otherwise provided in
Section 3.5 or any other provision of this Agreement, the Plan of Reorganization
or the Confirmation Order, and subject to the retained jurisdiction of the
Bankruptcy Court as provided for in the Plan of Reorganization, but without
prior or further authorization, the Manager may control and exercise authority
over the Company Assets, over the acquisition, management and disposition
thereof and over the management and conduct of the Company to the extent
necessary to enable the Manager to fulfill the intent and purposes of this
Agreement. No person dealing with the Company will be obligated to inquire into
the authority of the Manager in connection with the acquisition, management or
disposition of the Company Assets.

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(b) In connection with the administration of the Company Assets and
the management of the Company's business and affairs, the Manager, except as
otherwise expressly limited in this Agreement, the Plan of Reorganization or the
Confirmation Order, will have, in addition to any powers conferred upon the
Manager by any other provision of this Agreement, the power to take any and all
actions as, in the Manager's sole discretion, are necessary or advisable to
effectuate the purposes of the Company, including, without limitation, the power
and authority (i) to distribute the Company Assets to Members in accordance with
the terms of this Agreement, (ii) to sell, convey, transfer, assign, liquidate
or abandon the Company Assets, or any part thereof or any interest therein, upon
such terms and for such consideration as the Manager, in its sole discretion,
may deem desirable, (iii) to endorse the payment of notes or other obligations
of any Person or to make contracts with respect thereto, (iv) to borrow such
sums of money, at any time and from time to time, for such periods of time, upon
such terms and conditions, from such Persons, for such purposes as may be deemed
advisable, and (v) to appoint, engage, supervise and compensate such officers,
employees and agents of the Company and such other Persons, as may be deemed
necessary or desirable.

(c) All decisions and actions taken by the Manager under the
authority of Section 3.2 or this Section 3.3 will be binding upon all of the
Members and the Company.

3.4 Funding of Company; Operating Accounts.

3.4.1. Operating Accounts. The Company will maintain in the
Operating Account all funds received (including loan proceeds received pursuant
to Section 3.3(b)(iv)) in respect of the Company Assets, subject to expenditures
in accordance with Section 3.2.2 and distributions made in accordance with
Article IV.

3.4.2. Investment of Company Funds. All funds received by the
Company may be temporarily invested by the Manager in United States treasury
bills and notes with maturities of 12 months or less, institutional money market
funds, and demand or time deposits and certificates of deposit with commercial
banks organized under the laws of the United States, or any State thereof,
having primary capital of not less than $500,000,000.

3.5 Limitations on Power and Authority of the Manager.

3.5.1. Actions Requiring Unanimous Consent of the Members. Without
the consent of all of the Members, the Manager will not have the authority to do
any of the following:

(a) Take any action in contravention of this Agreement;

(b) Take any action which would make it impossible to carry on the
activities of the Company; or

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3.5.2. Actions Requiring Consent of Designation Members or Requisite
Holders. The Manager, without the approval of either the Designation Members or
the holders of a majority of the Class A Membership Units (the "Requisite
Holders"), will not:

(a) adopt any annual budget;

(b) except with respect to the Corporate Headquarters Building
Lease, enter into a lease agreement that provides for the leasing of more
than 20,000 square feet in the Corporate Headquarters Building;

(c) make or commit to make an expenditure in an aggregate amount
exceeding $1,000,000 for additions to the Company's property, plant or
equipment; or

(d) enter into an agreement providing for the sale of the Corporate
Headquarters Building;

provided, however, that with respect to those items set forth in clauses (a),
(b) and (c), the Manager shall be permitted to take such action if (x) the
Manager provides the Requisite Holders with 30 days prior written notice of its
intention to take such action and (y) within 30 days following such notice the
Manager has not received a notice from the Requisite Holders disapproving such
action (it being understood that the failure of the Requisite Holders to deliver
such a disapproval notice to the Manager within such 30 day period shall be
deemed acceptance by the Requisite Holders of such proposed action).

3.6. Reports to Members. The Manager will cause the Company to furnish to
the Members, promptly after the filing thereof with the Securities and Exchange
Commission (the "SEC"), each Annual Report on Form 10-K filed by the Company
with the SEC (or, if the Company is not required to file an Annual Report on
Form 10-K in respect of a particular fiscal year, to furnish to the Members,
within a comparable time frame following the end of such fiscal year, an annual
report containing information substantially identical to that which would have
been included in an Annual Report on Form 10-K in respect of such fiscal year
prepared in accordance with the rules and regulations of the SEC).

3.7. Compensation. The Manager will be compensated for services to the
Company as described in the Confirmation Order or as otherwise determined by the
Creditors' Committee. In addition, the Company will reimburse the Manager for
the reasonable expenses incurred by him in connection with the performance of
his duties hereunder.

3.8. Resignation or Removal of the Manager.

3.8.1 Resignation. The Manager may resign as manager by executing an
instrument in writing and delivering it to the Members; provided, however, that
such Manager will continue to serve as a Manager after his resignation until the
time when appointment of a successor Manager becomes effective in accordance
with Section 3.8.3.

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3.8.2. Removal. The Designation Members or the Requisite Holders may
at any time remove the Manager, with or without cause, in their sole discretion;
provided, however, that the Manager will continue to serve as Manager after his
removal until the time when appointment of a successor Manager will become
effective in accordance with Section 3.8.3.

3.8.3. Appointment of Successor Manager. In the event of the death,
resignation, incompetency or removal of the Manager, the Designation Members
will have the right to appoint a successor Manager; provided, however, that no
Person who is an affiliate of Edison may be so appointed. Such appointment will
specify the date on which such appointment will be effective; provided, however,
that if a successor Manager is not appointed within 90 days of the death,
resignation, incompetency or removal of the Manager, the Manager or the
Manager's representative may petition the Bankruptcy Court for the appointment
of a successor Manager. Every successor Manager appointed hereunder will
execute, acknowledge and deliver to the departing Manager an instrument
accepting such appointment, and thereupon such successor Manager, without any
further act, deed or conveyance, will become vested with all the rights, powers
and duties of the departing Manager.

3.8.4. Effect of Resignation or Removal. The death, resignation,
incompetency or removal of the Manager will not operate to revoke any existing
agency created under the terms of this Agreement or invalidate any action
theretofore taken by such Manager. In the event of the resignation or removal of
the Manager, such Manager will promptly (a) execute and deliver such documents,
instruments and other writings as may be reasonably requested by the successor
Manager to effect the termination of such Manager's capacity under this
Agreement, (b) deliver to the successor Manager all documents, instruments,
records and other writings related to the Company as may be in the possession of
such Manager (provided that such Manager may retain one copy of such documents
for archival purposes), and (c) otherwise assist and cooperate in effecting the
assumption of its obligations and functions by such successor Manager.

3.9. Indemnity.

3.9.1. Indemnity of Managers and Members. To the fullest extent
permitted by the Delaware Act, the Company, to the extent of its assets legally
available for that purpose, will indemnify and hold harmless the Manager, the
Tax Matters Partner, the Members or any member, partner, shareholder, director,
officer, agent, affiliate and professional or other advisor of any of them
(collectively, the "Indemnified Persons") from and against any and all loss,
cost, damage, expense (including without limitation fees and expenses of
attorneys and other advisors and any court costs incurred by any Indemnified
Person) or liability by reason of anything any Indemnified Person does or
refrains from doing for, or in connection with the business or affairs of, the
Company, except to the extent that it is finally judicially determined by a
court of competent jurisdiction that the loss, cost, damage, expense or
liability resulted primarily from the Indemnified Person's gross negligence or
willful breach of a material provision of this Agreement which in either event
causes actual material damage to the Company. The Company may pay in advance or
reimburse reasonable expenses (including advancing reasonable costs of defense)
incurred by the Indemnified Person who is or is threatened to be named or made a
defendant or a respondent in a proceeding concerning the business and affairs of
the Company.

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3.9.2. Future Laws. To the extent future enactments or judicial
decisions permit an expansion of the rights of indemnification afforded to the
Manager and the Members by the Company, then it is the Members' express
intention and agreement that this Section 3.9 immediately and automatically be
deemed to be amended so as to permit and authorize the indemnification of the
Indemnified Persons by the Company to the maximum extent permitted by law. The
Manager is authorized and empowered to execute, on behalf of all Members, such
amendments to this Agreement as may be appropriate to give further effect to
this Section 3.9.

3.9.3 Insurance. To the extent commercially reasonable, the Manager
will cause the Company to purchase and maintain insurance, to the extent and in
such amounts as the Manager, in its sole discretion, deems reasonable, on behalf
of persons to be covered and such other Persons as the Manager determines,
against any liability that may be asserted against or expenses that may be
incurred by any such Person in connection with the activities of the Company or
such indemnities, regardless of whether the Company would have the power to
indemnify such Person against such liability under the provisions of this
Agreement. The Manager and the Company may enter into indemnity contracts with
Persons to be covered and adopt written procedures pursuant to which
arrangements are made for the advancement of expenses and the funding of
obligations and containing such other procedures regarding indemnification as
are appropriate.

3.10. Additional Indemnity Matters.

3.10.1. Waiver of Indemnity Rights. Any Indemnified Person may waive
the benefits of indemnification under Section 3.9, but only by an instrument in
writing executed by such Indemnified Person.

3.10.2. Certain Related Rights. The rights to indemnification under
Section 3.11 are not exclusive of other rights which any Indemnified Person may
otherwise have at law or in equity, including without limitation common law
rights to indemnification or contribution. Nothing in section 3.9 or this
Section 3.10 will affect the rights or obligations of any Person (or the
limitations on those rights or obligations) under any other agreement or
instrument to which that Person is a party.

3.11. Actions of Members. Except as otherwise expressly provided for in
this Agreement, the Members may not act for or bind the Company or participate
in the general management, conduct or control of the Company's business or
affairs. Nothing contained in this Section 3.11 will prohibit any Member or any
partner, shareholder, member, officer, director, employee, agent or other
representative of any Member from serving as an officer or agent of the Company.

3.12. Company Liabilities. All liabilities of the Company, including
without limitation indemnity obligations under Section 3.11, will be liabilities
of the Company as an entity, and will be paid or satisfied from Company Assets.
No liability of the Company will be payable in whole or in part by Edison or any
Member in its capacity as a Member, the Manager in its capacity as Manager or by
any member, partner, shareholder, director, officer, agent, affiliate or advisor
of any Member, the Manager or their affiliates.

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<PAGE> 14

3.13. Power of Attorney. (a) General. Each of the Members appoints the
Manager as its attorney-in-fact, with full power of substitution and
resubstitution, for the sole purpose of executing and delivering in the Member's
name any or all of the following:

(i) The Certificate of Formation of the Company and any amendments to
the Certificate of Formation that the Manager deems appropriate as long as
such amendment would not materially adversely affect the Members' interest
in the Company;

(ii) All certificates and other instruments that may be appropriate
to effect the dissolution and termination of the Company under Article VI;
and

(iii) All reports, forms and schedules that the Manager determines
appropriate to file with any governmental body in connection with any
Company activity.

(b) Irrevocable Grant. The power of attorney granted under this
Section 3.13 is coupled with an interest and is irrevocable and will survive the
death, dissolution, legal incompetency, bankruptcy and withdrawal from the
Company of any Member or the transfer of its interest in the Company.

3.14 Other Activities of the Manager. The Manager will be free to own or
otherwise participate directly or indirectly in the ownership or operation of
any property or any activity of any Person, or any professional activity,
whether or not the property or activity competes with or is enhanced by any
property or activity of the Company.

IV. DISTRIBUTIONS

4.1. Distributions of Income. Subject to the provisions of Sections 4.3 and
4.4, the Manager will distribute the net profits of the Company (together with
any interest earned thereon or other proceeds thereof) to the General Members in
proportion to their respective Class A Sharing Percentages. Such distributions
will be made from time to time as the Manager may determine, but no less
frequently than annually, after the Manager has established such reserves for
anticipated Company needs as it deems reasonable (taking into account, at the
time of such distribution and looking forward a period of 12 months, existing
and potential liabilities and obligations of the Company and projected further
revenues and expenses; provided, however, that any funds so reserved which are
not expended after such 12 month period will be distributed).

4.2. Distribution of Sale Transaction Proceeds. Subject to the provisions
of Sections 4.3 and 4.4, the Manager will distribute any Sale Transaction
Proceeds (together with any interest earned thereon or other proceeds thereof),
promptly following the Company's receipt thereof, to the General Members in
proportion to their respective Class A Sharing Percentages.

4.3. Applications of Proceeds. Prior to making any distribution pursuant to
Section 4.1 or Section 4.2, the Manager will apply amounts otherwise available
for such distribution as follows: (a) first, to the payment of any associated
taxes and unpaid administrative expenses, (b) second, to the payment of all
unpaid fees and expenses incurred in

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<PAGE> 15

employing the professional advisors to the Company and the compensation and fees
of the Manager, (c) third, to the payment of Tax Distributions required to be
distributed pursuant to Section 4.6, and (d) fourth, to the repayment in full of
any outstanding loans.

4.4. Reserve of Proceeds. At any time at which any Class B Membership Units
remain outstanding, prior to making any distribution pursuant to Section 4.1 or
Section 4.2, and after giving effect to the application of amounts pursuant to
Section 4.3, the Manager will withhold from amounts otherwise available for
distribution an amount equal to the product of (a) the percentage of the
aggregate Membership Units represented by the Class B Membership Units and (b)
the amount of such proceeds otherwise available for distribution. All such
amounts that are so withheld shall constitute "Reserved Proceeds," shall be held
by the Manager in a separate account (the "Reserved Proceeds Account") for the
benefit of the Persons to whom Class A Membership Units shall thereafter be
transferred pursuant to the Plan of Reorganization, and shall be invested in
instruments of the kind specified in Section 3.5.2. All amounts deposited in the
Reserved Proceeds Account, together with all interest thereon, shall be
distributed in accordance with the following sentence. Each Class A Membership
Unit issued pursuant to Section 1.2(e) for distribution pursuant to the Plan of
Reorganization at a time at which funds are held in the Reserved Proceeds
Account shall be accompanied by a payment (by means of a check made payable to
the Person in whose name such Class A Membership Unit is to be registered) in an
amount determined by multiplying the aggregate amount of funds held in the
Reserved Proceeds Account immediately prior to such issuance by a fraction, the
numerator of which shall be one and the denominator of which shall be the
aggregate number of Class B Membership Units outstanding immediately prior to
such issuance; provided, however, that no payment that would require the
issuance of a check in an amount less than $1.00 shall be made pursuant to this
Section 4.4.

4.5. Information Concerning Distributions. On the occasion of any
distribution to the Members pursuant to this Article IV, the Manager will inform
the Members of the aggregate amount of such distribution.

4.6. Tax Distributions. (a) Subject to the terms, conditions, and
limitations set forth in this Section 4.6, the Company shall have the obligation
to make distributions (the "Tax Distributions") to Edison with respect to
taxable income allocated to Edison.

(b) Following the close of each fiscal quarter or fiscal year, the
Company shall promptly notify Edison in writing of the amount of taxable income
or loss expected to be allocable to Edison for federal and state income tax
purposes for such fiscal quarter or fiscal year.

(c) Within 60 days following the close of each fiscal quarter or
fiscal year in which the Company recognizes taxable income for federal or state
income tax purposes, the Company shall make a Tax Distribution to Edison.

(d) The amount of the Tax Distribution that the Company shall be
obligated to make to Edison shall be subject to all of the following provisions:

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(i) The Tax Distribution for each of the first three fiscal quarters
in each fiscal year shall equal the product of (x) the amount of net
taxable income expected to be allocable to Edison for that fiscal quarter,
multiplied by (y) the Effective Tax Rate.

(ii) The Tax Distribution for the fourth fiscal quarter in each
fiscal year shall equal

the product of (x) the amount of net taxable income allocated to
Edison for that fiscal year, multiplied by (y) the Effective Tax
Rate

minus

the aggregate amount of Tax Distributions made during the first
three fiscal quarters of that fiscal year.

(iii) In the event that the calculation described in the previous
subsection produces a negative amount (i.e., where Tax Distributions for
the first three fiscal quarters exceed the total amount of Tax
Distributions that should be made for the fiscal year as a whole), Edison
shall promptly return to the Company an amount equal to the absolute value
of the negative amount thus determined, which amount the Company shall
maintain in a segregated reserve account to be applied against any
subsequent Tax Distributions deficiencies.

(iv) Tax Distributions shall not exceed the amount of cash available
to the Company after the application of proceeds pursuant to Section
4.3(a) and (b). In the event that the amount of cash available is less
than the required Tax Distributions, any such deficiencies will be carried
over and paid in full in the next succeeding fiscal quarter in which
sufficient cash is available to make such Tax Distributions.

(v) The Tax Distribution with respect to the last fiscal quarter in
which Edison owns Class B Membership Units (giving effect to the timing
convention set forth in the penultimate sentence in Section 1.2(e)) shall
be determined using the interim closing of the books method under Section
706 of the Code and Treasury regulations promulgated thereunder, so long
as such quarter is one of the first three fiscal quarters in the fiscal
year.

For purposes of this Section 4.6(d), taxable income shall be determined under
Section 703 of the Code without regard to Section 703(a)(1) thereof.

(e) For all relevant federal, state, and local tax purposes, the
Company and Edison shall treat each Tax Distribution as having been made
pursuant to section 731 of the Code on account of the Class B Membership Units
held by Edison at the end of the immediately preceding fiscal quarter.

(f) The "Effective Tax Rate" shall mean a rate computed by combining
the highest marginal tax rate imposed on corporations for federal income tax
purposes and the

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highest marginal tax rate imposed on corporations for purposes of the state
income tax of the State of Missouri, treating the payment of state income tax as
a deduction for federal income tax purposes.

V. TRANSFER OF MEMBERSHIP UNITS

5.1. Transfers of Membership Units. (a) A General Member (a "Selling
Member") may Transfer all or a portion of its Class A Membership Unit upon
compliance with the provisions of this Article V. In addition, the Company
agrees to recognize on its books any Transfer of a Class A Membership Unit which
occurs by operation of law as a result of the merger or consolidation of a
General Member into another Person or the liquidation and dissolution of a
General Member.

(b) Notwithstanding anything to the contrary in this Agreement, Edison
will not Transfer any Class B Membership Unit to any Person except by operation
of law to a Person who shall have succeeded to Edison's obligations to
distribute all previously undistributed Class A Membership Units (including any
related Reserved Proceeds) pursuant to the Plan of Reorganization.

5.2. Transfer Procedures and Approval. Prior to effecting a Transfer of its
Membership Unit, a Selling Member will deliver to the Company a notice setting
forth (a) the intended date of Transfer (the "Transfer Date"), which Transfer
Date will be not less than ten (10) nor more than thirty (30) days following the
date of such notice and (b) the name of the proposed transferee. Prior to the
Transfer Date, if requested by the Manager, such Selling Member will provide to
the Manager (i) such evidence as the Manager may reasonably require (including,
if required by the Manager, an opinion of counsel reasonably satisfactory to the
Manager), to the effect that such Transfer will not result in the Company
ceasing to be classified as a partnership for federal income tax purposes, and
(ii) such assurances as the Manager may reasonably require with respect to the
reimbursement of any expenses that may be incurred by the Company in connection
with such Transfer. Following compliance with the foregoing, the Selling
Shareholder may proceed to effect such Transfer on the Transfer Date or a date
not later than thirty (30) days following such Transfer Date.

5.3. After-Acquired Membership Units. All of the provisions of this
Agreement will apply to and include all the Membership Units issued by the
Company to any Member or acquired by any Person on and after the date hereof.
Any Person who at any time becomes the holder of record of a Membership Unit
will, upon becoming such, be admitted to the Company as a Member and will be
bound by the provisions of this Agreement with the same force and effect as
though such Person were a signatory hereto.

5.4. Specific Performance. The parties hereto agree that irreparable damage
would occur in the event that any Member Transfers, or attempts to Transfer, any
equity interest in the Company in violation of this Agreement and that the
Company shall be entitled to specific performance in addition to recovering
attorney's fees from the breaching party and any other remedy at law or equity.

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5.5. Records of the Company; Void Transfers. The Manager will Transfer
Membership Units on the Company's books only in accordance with the terms and
conditions of this Agreement. Any purported Transfer by a Selling Member which
is disapproved by the Company or which Transfer does not comply with the
provisions of Section 5.2 will be null and void, and the transferee under any
such purported Transfer will acquire no title or ownership thereby but will hold
such Membership Units for the benefit of the other Members.

5.6. Withdrawal. No Member may resign from the Company or effect a partial
or complete withdrawal from the Company.

VI. DISSOLUTION AND LIQUIDATION

6.1. Dissolution. The Company will be dissolved upon the occurrence of any
of the following events:

(a) When the period fixed for the existence of the Company (including
any extensions thereof effected in accordance with the terms hereof) expires;

(b) Upon the entry of a final judgment, order, or decree of a court of
competent jurisdiction adjudicating the Company to be bankrupt and the
expiration without appeal of the period, if any, allowed by applicable law in
which to appeal; or

The death, expulsion, bankruptcy or dissolution of any Member, or the occurrence
of any other event which terminates the continued membership of a Member will
not result in the Company's dissolution unless such dissolution is otherwise
required pursuant to the provisions of this Section 6.1.

6.2. Certificate of Cancellation. In accordance with the Delaware Act, as
soon as possible following the occurrence of any of the events specified in
Section 6.1 effecting the dissolution of the Company, the Manager will cause to
be executed and filed a certificate of cancellation to dissolve the Company in
such form as is prescribed by the Secretary of State of Delaware.

6.3. Procedures.

6.3.1. Liquidation of Assets. In the event of the dissolution of the
Company, the Manager or the Person required by law to wind up the Company's
affairs (the Manager or other Person being referred to herein as the
"Liquidating Agent") will commence to wind up the affairs of the Company and
liquidate its assets as promptly as is consistent with obtaining the fair value
thereof. In connection with any such winding up and liquidation, a financial
statement of the Company as of the date of dissolution will be prepared and
furnished to all the Members by the Liquidating Agent. The Members will continue
to share profits and losses during the period of liquidation in accordance with
Section 2.5.2 of this Agreement.

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6.3.2. Authority of Liquidating Agent. In connection with the
dissolution and winding up of the Company, the Liquidating Agent will have all
of the rights and powers with respect to the assets and liabilities of the
Company that a manager would have pursuant to this Agreement or any other
applicable law.

6.3.3. Distribution of Assets. Following the payment of, or provision
for, all debts and liabilities of the Company and all expenses of liquidation,
and subject to the right of the Liquidating Agent to set up such cash reserves
as the Liquidating Agent may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Company, the proceeds of the
liquidation and any other funds (or other remaining Company Assets) of the
Company will be distributed to the General Members in accordance with their
respective Capital Account balances.

6.3.4. No Recourse to Assets of Members. Each Member will look solely
to the Company Assets for all distributions with respect to such Member's
Capital Account balances, and will have no recourse therefor (upon dissolution
of the Company or otherwise) against Edison or any other Member.

6.4. Termination of this Agreement. Upon the completion of the liquidation
and distribution of all Company Assets and the resolution of all Disputed
General Unsecured Claims and filing of the Certificate of cancellation as
contemplated by Section 6.2, this Agreement will terminate automatically without
any further action on the part of the Members.

VII. FISCAL AND ADMINISTRATIVE MATTERS

7.1. Fiscal Year. The fiscal year of the Company will begin on the first
day of January and end on the last day of December of each year.

7.2. Deposits Consistent with the provisions of Section 3.5.2, all funds of
the Company will be deposited from time to time to the credit of the Company in
such banks, trust companies or other depositories as the Manager may select.

7.3. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the
name of the Company will be signed by the Manager or any other Person selected
by the Manager.

7.4. Books and Records. The Manager will maintain books and records
relating to the assets and income of the Company and the payment of expenses of,
and liabilities or claims against or assumed by, the Company in such detail and
for such period of time as may be necessary to enable it to make full and proper
accounting in respect thereof and to comply with applicable provisions of law.
Nothing in this Agreement is intended to require the Manager to file any
accounting or seek approval of any court with respect to the administration of
the Company, or as a condition for managing any payment or distribution out of
the Company Assets. The Manager will keep or cause to be kept accurate and
complete minutes and records of the Members and books and records of account of
the Company, which will be kept at the

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<PAGE> 20

principal place of business of the Company or at such other places, within or
without the State of Delaware, as the Manager will from time to time determine.

7.4.1. Right of Inspection. Edison and any Member of the Company
will have the right to examine, at any reasonable time or times for any purpose,
the minutes and records of the Members and the books and records of account of
the Company, and to make copies thereof. Such inspection may be made by any
agent or duly appointed attorney of Edison or the Member making such request, as
applicable. Notwithstanding the foregoing, if the Manager determines that the
disclosure of certain confidential and proprietary information of the Company to
a Member would cause irreparable harm to the Company or the Members, the
Manager, in the exercise of its good faith judgment, may refuse to disclose such
confidential and proprietary information to such requesting Member.

7.4.2. Financial Records. Subject to the provisions of Appendix A,
all books and records of account of the Company will be maintained and reported
based upon generally accepted accounting principles.

7.5. Administrative Matters.

7.5.1. "Tax Matters Partner". The Manager will designate one of the
Members of the Company, with the consent of such Member, to be the "Tax Matters
Partner" (as defined in Code Section 6231). The Tax Matters Partner is
authorized and required to represent the Company (at the Company's expense) in
connection with all examinations of the Company's affairs by tax authorities,
including administrative and judicial proceedings, and to expend Company funds
for professional services and costs associated therewith. The Manager will, to
the extent requested by the Tax Matters Partner, coordinate and assist the Tax
Matters Partner in the performance of such functions.

7.5.2. Cooperation. Each Member agrees to cooperate with the Tax
Matters Partner and to do or refrain from doing any or all things reasonably
requested by the Tax Matters Partner with respect to the conduct of such
proceedings and the preparation of all returns pursuant to Section 7.5.3.

7.5.3. Filings. The Tax Matters Partner will arrange for the
preparation and timely filing of all returns required to be filed by the Company
and the distribution of Form K-1 or other similar forms to all Members.

7.5.4. Authorization. The actions of the Tax Matters Partner will be
deemed to be authorized by the unanimous consent of the Members with respect to
the matters set forth in Section 7.5.1.

7.5.5. Reporting to Members. The Tax Matters Partner will keep the
other Member informed of all material matters that may come to its attention in
its capacity as Tax Matters Partner.

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7.6. Compliance with Securities laws. The Manager will file with the
Securities and Exchange Commission and other applicable federal and state
governmental agencies such reports and other documents, if any, and take any
other actions as may be necessary to comply with federal or state securities
laws.

VIII. MISCELLANEOUS

8.1. Notices. (a) All notices, requests or other communications
required or permitted to be made in accordance with this Agreement will be in
writing and will be delivered personally or by first class mail, telecopier or
overnight courier:

(i) if to the Manager, at it principal office;

(ii) if to Edison, at:

Edison Brothers Stores, Inc.
501 North Broadway
St. Louis, Missouri 63102
Attn: Alan A. Sachs, Esq.
Telecopier No.: (314) 331-6554
Confirmation No.: (314) 331-6565;

(iii) if to the Members, then to such entities at their respective
addresses set forth in the register of the Company.

(b) All such notices will be deemed to have been duly delivered: at
the time delivered by hand, if personally delivered; five business days after
being deposited in the mail (postage prepaid), if mailed; when receipt is
confirmed, if telecopied; and on the day delivered, if sent by an air courier
guaranteeing overnight delivery.

(c) Any Member may change the address at which it is to receive
notices under this Agreement by furnishing written notice in accordance with the
provisions of this Section 8.1 to the Manager.

(d) Whenever any notice is required to be given by law or this
Agreement, a waiver thereof in writing, signed by the Person entitled to such
notice, whether before or after the time of the event for which notice is to be
given, will be deemed equivalent to such notice.

8.2. Extension Not a Waiver. No delay or omission in the exercise of
any power, remedy or right herein provided or otherwise available to any party
hereto will impair or affect the right of such party thereafter to exercise the
same. Any extension of time or other indulgence granted to any party hereunder
will not otherwise alter or affect any power, remedy or right of any other party
hereto, or the obligations of the party to whom such extension or indulgence is
granted.

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<PAGE> 22

8.3. Entire Agreement; Amendments; No Third Party Beneficiary. This
Agreement sets forth the entire agreement between the parties relating to the
subject matter hereof and all prior agreements relative thereto that are not
contained herein or therein are terminated. Amendments, variations,
modifications or changes herein may be made effective and binding upon the
parties hereto by, and only by, a written agreement duly executed by each of the
Members and any alleged amendment, variation, modification or change herein
which is not so documented will not be effective as to any party hereto. This
Agreement is for the sole benefit of Edison, the General Members and the Manager
and their permitted assigns and nothing herein expressed or implied will give or
be construed to give to any Person, other than Edison, the General Members and
the Manager and such permitted assigns any legal or equitable rights hereunder.

8.4. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED
UNDER AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

8.5. Venue. Except with respect to the matters specified in this
Agreement for which the Bankruptcy Court will have retained jurisdiction, any
action or other legal proceeding brought under this Agreement will be subject to
the jurisdiction of the State of Delaware or the courts of the United States
located in the State of Delaware. Each of the Members consents to the
jurisdiction of Delaware for actions or legal proceedings brought by any other
Member or the Company arising out of or relating to this Agreement and waives
any objection which it may have to the laying of the venue of such suit, action
or proceeding in any of such courts.

8.6. Headings. Sections, subheadings and other headings used in this
Agreement are for convenience only and will not affect the construction of this
Agreement.

8.7. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction will not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable any such provision in
any other jurisdiction.

8.8. Certain Defined Terms. As used in this Agreement, in addition
to the terms defined in the Plan of Reorganization or elsewhere herein
(including Appendix A), the following terms have the meanings specified below:

"Class A Membership Unit" has the meaning assigned to it in Section
1.2.

"Class A Sharing Percentage" means, for each Member, a percentage
computed by dividing (x) the number of Class A Membership Units owned of record
by such Member by (y) the number of Class A Membership Units owned of record by
all Members.

"Class B Membership Unit" has the meaning assigned to it in Section
1.2.

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<PAGE> 23

"Class B Sharing Percentage" means, for each Member, a percentage
computed by dividing (x) the number of Class B Membership Units owned of record
by such Member by (y) the number of Class B Membership Units owned of record by
all Members.

"Company Assets" means (a) the Corporate Headquarters Building, (b)
all rental income and other revenues derived from the leasing and managing of
the Corporate Headquarters Building, (c) all other assets acquired by the
Company pursuant to the terms of the Plan of Reorganization or this Agreement
(including funds, if any, contributed to the Company and the proceeds of any
loans to the company), (d) any investments purchased with Company Assets, and
(e) proceeds of each of the foregoing (including, without limitation, any
interest or other earnings thereon), excluding assets distributed, expended or
otherwise disposed of by the Company.

"Delaware Act" has the meaning assigned to it in Section 1.1.

"Designation Members" mean the three Members who, as of the date
that any action is to be taken hereunder by the Designation Members, hold at
least 5% of the total Class A Membership Units and constitute the holders of
record of the three largest amounts of Class A Membership Units (based on such
Members' Class A Sharing Percentages); provided, however, that (i) any Person
and its affiliates will be treated as a single Person for such purpose; (ii) no
Person who is an affiliate of Edison may be a Designation Member, and (iii) any
person who notifies the Company that such Person does not wish to be a
Designation Member shall be disregarded in determining the Persons entitled to
be a Designation Member.

"Effective Tax Rate" has the meaning assigned to it in Section
4.6(f).

"Indemnified Persons" has the meaning assigned to it in Section
3.9.1.

"Liquidating Agent" has the meaning assigned to it in Section 6.3.1.

"Manager" has the meaning assigned to it in Section 3.1.

"Member" has the meaning assigned to it in the introductory
paragraph.

"Membership Unit" has the meaning assigned to it in Section 1.2.

"Operating Account" means the separate account maintained by the
Manager for the payment of Company expenses and from which distributions to
Members will be made in accordance with Article IV and the Plan of
Reorganization.

"Overall Sharing Percentage" means, for each Member, a percentage
computed by dividing (x) the number of Membership Units owned of record by such
Member by (y) the number of Membership Units owned of record by all Members.

"Person" means an individual or entity.

"Requisite Holders" has the meaning assigned to it in Section 3.5.2.

20
<PAGE> 24

"Reserved Proceeds" has the meaning assigned to it in Section 4.4.

"Sale Transaction Proceeds" means cash proceeds received by the
Company in connection with any sale or disposition of the Corporate Headquarters
Building, net of all legal, title and recording tax expenses, commissions, and
other fees, expenses and taxes incurred by the Company in connection with such
transaction.

"Tax Distribution" has the meaning assigned to it in Section 4.6(a).

"Tax Matters Partner" has the meaning assigned to it in Section
7.5.1.

"Transfer" means any sale, assignment, pledge, hypothecation,
encumbrance, disposition, transfer, gift or attempt to create or grant a
security interest in a Membership Unit (including any economic interest therein)
or other property or contract right or any interest therein or portion thereof,
whether voluntary or involuntary, by operation of law or otherwise, and will
include any sale or other disposition in any one transaction or series of
transactions (whether or not related) of any majority equity interest in any
legal entity that owns a Membership Unit or other property or contractual right
that would be the subject of any provision of this Agreement.

8.9. Successors. This Agreement will bind and inure to the benefit
of the parties hereto and their respective successors.

8.10. No Suits by Members. No Member will have any right by virtue
of any provision of this Agreement to institute any action or proceeding in law
or in equity against Edison or any party other than the Company upon or under or
with respect to the Company Assets.

8.11. Involvement of the Company in Certain Proceedings. If any
Member becomes involved in legal proceedings unrelated to the business of the
Company in which Edison or the Company is called upon to provide information,
the Member will indemnify and hold harmless Edison, the Company and the Manager
against all costs and expenses, including without limitation fees and expenses
of attorneys and other advisors, incurred by Edison, the Company or the Manager
in preparing or producing the required information or in resisting any request
for production or obtaining a protective order limiting the availability of the
information actually provided by Edison, the Company or the Manager.

8.12. Waiver of Partition and Certain Other Rights. Each of the
Members irrevocably waives any right or power that such Member might have:

(a) To cause the Company or any of the Company Assets to be
partitioned;

(b) To cause the appointment of a receiver for all or any portion of
the Company Assets;

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<PAGE> 25

(d) To file a complaint, or to institute proceeding at law or in
equity, to cause the dissolution or liquidation of the Company.

8.13. Member Meetings; Member Approvals. (a) Meetings of the
Members may be called and held at the Company's expense for any purpose by the
Designation Members, in which event the Designation Members will designate any
place, within or without the State of Delaware, as the place for such meeting.
Written or printed notice stating the place, day and hour of the meeting and the
purpose or purposes for which such meeting is called, will be delivered by the
Company to each Member not less than ten (10) days nor more than fifty (50) days
before the meeting. If all of the Members meet at any time and place, either
within or without the State of Delaware, and consent to the holding of a meeting
at such time and place, such meeting shall be valid without call or notice, and
at such meeting any Company action may be taken.

(b) At each meeting of the Members, the holders of record of a
majority of the Class A Membership Units, present in person or by proxy, shall
constitute a quorum for the transaction of Company business. In the absence of a
quorum any Member present at such meeting in person or by proxy shall have the
power to adjourn such meeting until a quorum shall be constituted. Unless
otherwise provided by law or this Agreement, the affirmative vote of the holders
of record of a majority of the Class A Membership Units represented at a meeting
at which a quorum is present shall constitute an act of the Members. At any
meeting of the Members, a Member may vote by proxy executed in writing by such
Member or by his duly authorized representative. Such proxy shall be filed with
the Company before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
such proxy. Members may participate in any meeting through telephonic or similar
communications equipment by means of which all persons participating in the
meeting can hear one another, and such participation shall constitute presence
in person at such meeting.

(c) Any action required to, or which may, be taken by the Members,
including without limitation the approval or disapproval of any action set forth
in Section 3.5.2, may be taken without a meeting if consent thereto in writing,
setting forth the action so taken, shall be signed by the holders of record of a
majority of the Class A Membership Units. A written consent may be in one or
more instruments, each of which may be signed by one or more Members. No notice
need be given of action proposed to be taken by written action, or an approval
given by written action, unless specifically required by the Delaware Act.

8.14. No Voting Rights. Notwithstanding anything to the contrary
contained herein, there shall be no voting rights attached to ownership of Class
B Membership Units on any matter for which approval of the Members is required
or requested.

<PAGE> 26
CERTIFICATE OF FORMATION

EBS BUILDING, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a
limited liability company under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "Delaware Limited Liability Company Act"), hereby
certifies that:

FIRST: The name of the limited liability company (hereinafter called the
"limited liability company") is EBS Building, L.L.C.

SECOND: The address of the registered office and the name and the address
of the registered agent for service of process of the limited liability company
required to be maintained by Section 18-104 of the Delaware Limited Liability
Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware.

Executed on _______________________, 1997.

______________________________________
___________________, Authorized Person

<PAGE> 27

EBS BUILDING, L.L.C.

APPENDIX A

TAX MATTERS

This Appendix is attached to and is a part of the Members Agreement
(the "Agreement") of EBS Building, L.L.C. (the "Company"). The parties to the
Agreement intend that the Company be classified as a partnership for federal
income tax purposes pursuant to section 7701(a)(2) of the Code and the
regulations thereunder. The provisions of this Appendix are intended to comply
with the requirements of Treas. Reg. Section 1.704-1(b)(2)(iv) and Treas. Reg.
Section 1.704-2 with respect to maintenance of capital accounts and allocations,
and shall be interpreted and applied accordingly.

ARTICLE I

DEFINITIONS

1.01. Definitions. For purposes of this Appendix, the capitalized
terms listed below shall have the meanings indicated. Capitalized terms not
listed below and not otherwise defined in this Appendix shall have the meanings
specified in the Agreement.

"Account Reduction Item" means (i) any adjustment described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4); (ii) any allocation described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(5), other than a Nonrecourse Deduction
or a Member Nonrecourse Deduction; or (iii) any distribution described in Treas.
Reg. Section 1.704-1(b)(2)(ii)(d)(6), other than a Nonrecourse Distribution or a
Member Nonrecourse Distribution.

"Adjusted Capital Account Balance" means, as of the end of any
taxable year, a Member's Capital Account balance as of the end of such taxable
year (taking into account all contributions made by such Member and
distributions made to such Member during such taxable year and any special
allocations required by Sections 3.02, 3.03, 3.04(a), (b), and (d), and 3.06),
increased by the sum of (i) such Member's share of Company Minimum Gain and (ii)
such Member's share of Member Nonrecourse Debt Minimum Gain, both determined
after taking into account any such special allocations.

"Adjusted Fair Market Value" of an item of Company property means
the greater of (i) the fair market value of such property or (ii) the amount of
any Nonrecourse indebtedness to which such property is subject within the
meaning of section 7701(g) of the Code.

"Book" means the method of accounting prescribed for compliance with
the capital account maintenance rules set forth in Treas. Reg. Section
1.704-1(b)(2)(iv) as reflected in Articles II and III of this Appendix, as
distinguished from any accounting method which the Company may adopt for other
purposes such as financial reporting.

<PAGE> 28

"Book Value" means, with respect to any item of Company property,
the book value of such property within the meaning of Treas. Reg. Section
1.704-1(b)(2)(iv)(g)(3); provided, however, that if the Company adopts the
remedial allocation method described in Treas. Reg. Section 1.704-3(d) with
respect to any item of Company property, the Book Value of such property shall
be its book basis determined in accordance with Treas. Reg. Section
1.704-3(d)(2).

"Capital Account" means the capital account of a Member maintained
in accordance with Article II of this Appendix.

"Code" means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall be deemed to include
references to corresponding provisions of succeeding internal revenue law.

"Company Minimum Gain" means partnership minimum gain determined
pursuant to Treas. Reg. Section 1.704-2(d) and Section 5.02.

"Deemed Liquidation" means a liquidation of the Company that is
deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event
of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

"Excess Deficit Balance" means the amount, if any, by which the
balance in a Member's Capital Account as of the end of the relevant taxable year
is more negative than the amount, if any, of such negative balance that such
Member is treated as obligated to restore to the Company pursuant to Treas. Reg.
Section 1.704-1(b)(2)(ii)(c), Treas. Reg. Section 1.704-1(b)(2)(ii)(h), Treas.
Reg. Section 1.704-2(g)(1), or Treas. Reg. Section 1.704-2(i)(5). Solely for
purposes of computing a Member's Excess Deficit Balance, such Member's Capital
Account shall be reduced by the amount of any Account Reduction Items that are
reasonably expected as of the end of such taxable year.

"Excess Nonrecourse Liabilities" means excess nonrecourse
liabilities within the meaning of Treas. Reg. Section 1.752-3(a)(3).

"Exculpatory Liability" means a liability that is recourse to the
Company as an entity, and for which no Member or Related Person bears the
economic risk of loss under Treas. Reg. Section 1.752-2.

"Foreign Person" means a foreign person or entity within the meaning
of Section 168(h)(2)(A)(3) of the Code.

"Member Nonrecourse Debt" means any liability of the Company to the
extent that (i) the liability is nonrecourse for purposes of Treas. Reg. Section
1.1001-2 and (ii) a Member or a Related Person bears the economic risk of loss
under Treas. Reg. Section 1.752-2.

"Member Noncourse Debt Minimum Gain" means minimum gain attributable
to Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i)(3).

<PAGE> 29

"Member Nonrecourse Deduction" means any item of Book loss or
deduction that is a partner nonrecourse deduction within the meaning of Treas.
Reg. Section 1.704-2(i)(1) and (2).

"Member Nonrecourse Distribution" means a distribution to a Member
that is allocable to a net increase in such Member's share of Member Nonrecourse
Debt Minimum Gain pursuant to Treas. Reg. Section 1.704-2(i)(6).

"Nonrecourse Deduction" means, subject to Section 5.02, a
nonrecourse deduction determined pursuant to Treas. Reg. Section 1.704-2(b)(1)
and Treas. Reg. Section 1.704-2(c).

"Noncourse Distribution" means a distribution to a Member that is
allocable to a net increase in Company Minimum Gain pursuant to Treas. Reg.
Section 1.704-2(h)(1).

"Pass-through Entity" means an entity that is treated as a
partnership for federal income tax purposes.

"Regulatory Allocation" means (i) any allocation made pursuant to
Section 3.04(a) to the extent that such allocation is attributable to a prior
distribution that is treated as a Nonrecourse Distribution (after taking into
account Section 5.03(a)); (ii) any allocation made pursuant to Section 3.04(b)
to the extent that such allocation is attributable to a prior distribution that
is treated as a Member Nonrecourse Distribution (after taking into account
Section 5.03(b)); (iii) any reallocation made pursuant to Section 3.04(d) or
(e); or (iv) any allocation or reallocation made pursuant to Section 3.05.

"Related Person" means, with respect to a Member, a person that is
related to such Member pursuant to Treas. Reg. Section 1.752-4(b).

"Revaluation Event" means (i) a liquidation of the Company (within
the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g)); or (ii) a contribution
of more than a de minimis amount of money or other property to the Company by a
new or existing Member or a distribution of more than a de minimis amount of
money or other property to a retiring or continuing Member where such
contribution or distribution alters the Overall Sharing Percentage of any
Member.

"Section 705(a)(2)(B) Expenditures" means non-deductible
expenditures of the Company that are described in section 705(a)(2)(B) of the
Code, and organization and syndication expenditures and disallowed losses to the
extent that such expenditures or losses are treated as expenditures described in
section 705(a)(2)(B) of the Code pursuant to Treas. Reg. Section
1.704-1(b)(2)(iv)(i).

"Section 751 Property" means unrealized receivables and
substantially appreciated inventory items within the meaning of Treas. Reg.
Section 1.751-1(a)(1).

"Tax Basis" means, with respect to any item of Company property, the
adjusted basis of such property as determined in accordance with the Code.

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<PAGE> 30

"Tax-exempt Entity" means (i) the United States, any state or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the oregoing; or (ii) any organization
(other than a cooperative described in section 521 of the Code) that is exempt
from federal income tax.

"Treasury Regulation" or "Treas. Reg." means the temporary or final
regulation(s) promulgated pursuant to the Code by the U.S. Department of the
Treasury, as amended, and any successor regulation(s).

ARTICLE II

CAPITAL ACCOUNTS

2.01. Maintenance. (a) A single Capital Account shall be maintained
for each Member in accordance with this Article II.

(b) Each Member's Capital Account shall from time to time be
increased by:

(i) the amount of money contributed by such Member to the
Company (including the amount of any Company liabilities which the Member
assumes (within the meaning of Treas. Reg. Section 1.704-1(b)(2)(iv)(c)),
but excluding liabilities assumed in connection with the distribution of
Company property and excluding increases in such Members' share of Company
liabilities pursuant to section 752 of the Code);

(ii) the fair market value of property contributed by such
Member to the Company (net of any liabilities secured by such property
that the Company is considered to assume or take subject to pursuant to
Section 752 of the Code);

(iii) allocations to such Member of Company Book income and gain
(or the amount of any item or items of income or gain included therein);

(iv) upon the revaluation of Company property pursuant to
Section 2.02(a), the Book gain (if any) that would have been allocated to
such Member if such Company property had been sold at its Adjusted Fair
Market Value as of the date of such revaluation; and

(v) upon the distribution of Company property to a Member, if
Company property is not revalued pursuant to Section 2.02(a), the Book
gain (if any) that would have been allocated to such Member if such
Company property had been sold at its Adjusted Fair Market Value
immediately prior to the distribution.

(i) the amount of money distributed to such Member by the
Company (including the amount of such Member's individual liabilities for
which the Company becomes personally and primarily liable but excluding
liabilities assumed in connection

4
<PAGE> 31

with the contribution of property to the Company and excluding
decreases in such Member's share of Company liabilities pursuant to
section 752 of the Code);

(ii) the fair market value of property distributed to such
Member by the Company (net of any liabilities secured by such property
that such Member is considered to assume or take subject to pursuant to
section 752 of the Code);

(iii) allocations to such Member of Company Book loss and
deduction (or items thereof);

(iv) upon the revaluation of Company property pursuant to
Section 2.02(a), the Book loss (if any) that would have been allocated to
such Member if such Company property had been sold at its Adjusted Fair
Market Value as of the date of such revaluation; and

(v) upon the distribution of Company property to a Member, if
Company property is not revalued pursuant to Section 2.02(a), the Book
loss (if any) that would have been allocated to such Member if such
Company property had been sold at its Adjusted Fair Market Value
immediately prior to the distribution.

(d) The Company shall make such other adjustments to the Capital
Accounts of the Members as are necessary to comply with the provisions of Treas.
Reg. Section 1.704-1(b)(2)(iv).

2.02. Revaluation of Company Property. (a) Upon the occurrence of a
Revaluation Event, the Manager may revalue all Company property (whether
tangible or intangible) for Book purposes to reflect the Adjusted Fair Market
Value of Company property immediately prior to the Revaluation Event. In the
event that Company property is so revalued, the Capital Accounts of the Members
shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f).

(b) Upon the distribution of Company property to a Member, if
Company property is not revalued pursuant to Section 2.02(a), the property to be
distributed shall be revalued for Book purposes to reflect the Adjusted Fair
Market Value of such property immediately prior to such distribution, and the
Capital Accounts of all Members shall be adjusted in accordance with Treas. Reg.
Section 1.704-1(b)(2)(iv)(e).

2.03. Restoration of Negative Balances. No Member with a deficit
balance in its Capital Account shall have any obligation to the Company, to any
other Member or to any third party to restore or repay said deficit balance.

2.04. Transfers of Interests. (a) Upon the transfer of a Member's
entire interest in the Company, the Capital Account of such Member shall carry
over to the transferee.

(b) Upon the transfer of a portion of a Member's interest in the
Company, the portion of such Member's Capital Account attributable to the
transferred portion shall carry over

<PAGE> 32

to the transferee. In the event that the document effecting such transfer
specifies the portion of such Member's Capital Account to be transferred, such
portion shall be deemed to be the portion attributable to the transferred
portion of such Member's interest for purposes of this Section 2.04(b).

ARTICLE III

ALLOCATION OF BOOK INCOME AND LOSS

3.01. Book Income and Loss. (a) The Book income or loss of the
Company for purposes of determining allocations to the Capital Accounts of the
Members shall be determined in the same manner as the determination of the
Company's taxable income, except that (i) items that are required by section
703(a)(1) of the Code to be separately stated shall be included; (ii) items of
income that are exempt from inclusion in gross income for federal income tax
purposes shall be treated as Book income, and related deductions that are
disallowed under section 265 of the Code shall be treated as Book deductions;
(iii) Section 705(a)(2)(B) Expenditures shall be treated as deductions; (iv)
items of gain, loss, depreciation, amortization, or depletion that would be
computed for federal income tax purposes by reference to the Tax Basis of an
item of Company property shall be determined by reference to the Book Value of
such item of property; and (v) the effects of upward and downward revaluations
of Company property pursuant to Section 2.02 shall be treated as gain or loss
respectively from the sale of such property.

(b) In the event that the Book Value of any item of Company property
differs from its Tax Basis, the amount of Book depreciation, depletion, or
amortization for a period with respect to such property shall be computed so as
to bear the same relationship to the Book Value of such property as the
depreciation, depletion, or amortization computed for tax purposes with respect
to such property for such period bears to the Tax Basis of such property. If the
Tax Basis of such property is zero, the Book depreciation, depletion, or
amortization with respect to such property shall be computed by using a method
consistent with the method that would be used for tax purposes if the Tax Basis
of such property were greater than zero.

(c) Allocations to the Capital Accounts of the Members shall be
based on the Book income or loss of the Company as determined pursuant to this
Section 3.01. Such allocations shall be made as provided in the Agreement except
to the extent modified by the provisions of this Article III.

3.02. Allocation of Nonrecourse Deductions. Notwithstanding any
other provisions of the Agreement, Nonrecourse Deductions shall be allocated
among the Members in proportion to their respective Overall Sharing Percentages.

3.03. Allocation of Member Nonrecourse Deductions. Notwithstanding
any other provisions of the Agreement, any item of Member Nonrecourse Deduction
with respect to a Member Nonrecourse Debt shall be allocated to the Member or
Members who bear the economic risk loss for such Member Nonrecourse Debt in
accordance with Treas. Reg. Section 1.704-2(i).

<PAGE> 33

3.04. Chargebacks of Income and Gain. Notwithstanding any other
provisions of the Agreement:

(a) Company Minimum Gain. In the event that there is a net decrease
in Company Minimum Gain for a taxable year of the Company, then before any other
allocations are made for such taxable year, each Member shall be allocated items
of Book income and gain for such year (and, if necessary, for subsequent years)
to the extent required by Treas. Reg. Section 1.704-2(f).

(b) Member Nonrecourse Debt Minimum Gain. In the event that there is
a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year of the
Company, then after taking into account allocations pursuant to paragraph (a)
immediately preceding, but before any other allocations are made for such
taxable year, each Member with a share of Member Nonrecourse Debt Minimum Gain
at the beginning of such year shall be allocated items of Book income and gain
for such year (and, if necessary, for subsequent years) to the extent required
by Treas. Reg. Section 1.704-2(i)(4).

(c) Application for Waiver. In the event that the Manager
determines, in its reasonable discretion, that the application of the provisions
of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic
arrangement among the Members, the Manager may, on behalf of the Company,
request a waiver of the application of either or both of such provisions
pursuant to Treas. Reg. Section 1.704-2(f)(4) or Treas. Reg. Section
1.704-2(i)(4).

(d) Qualified Income Offset. In the event that any Member
unexpectedly receives any Account Reduction Item that results in an Excess
Deficit Balance at the end of any taxable year after taking into account all
other allocations and adjustments under this Agreement other than allocations
under Section 3.04(e), then items of Book income and gain for such year (and, if
necessary, for subsequent years) will be reallocated to each such Member in the
amount and in the proportions needed to eliminate such Excess Deficit Balance as
quickly as possible.

(e) Gross Income Allocation. If, at the end of any taxable year, the
Capital Accounts of any Members have Excess Deficit Balances after taking into
account all other allocations and adjustments under this Agreement, then items
of Book income and gain for such year will be reallocated to such Members in the
amount and in the proportions needed to eliminate such Excess Deficit Balances
as quickly as possible.

3.05. Reallocation to Avoid Excess Deficit Balances. Notwithstanding
any other provisions of the Agreement, no Book loss or deduction shall be
allocated to any Member to the extent that such allocation would cause or
increase an Excess Deficit Balance in the Capital Account of such Member. Such
Book loss or deduction shall be reallocated away from such Member and to the
other Members in accordance with the Agreement, but only to the extent that such
reallocation would not cause or increase Excess Deficit Balances in the Capital
Accounts of such other Members.

3.06. Corrective Allocation. Subject to the provisions of Sections
3.02, 3.03, 3.04, and 3.05, but notwithstanding any other provision of the
Agreement, in the event that any

<PAGE> 34

Regulatory Allocation is made pursuant to this Appendix for any taxable year,
then remaining Book items for such year (and, if necessary, Book items for
subsequent years) shall be allocated or reallocated in such amounts and
proportions as are appropriate to restore the Adjusted Capital Account Balances
of the Members to the position in which such Adjusted Capital Account Balances
would have been if such Regulatory Allocation had not been made.

3.07. Other Allocations. (a) If during any taxable year of the
Company there is a change in any Member's Class A Sharing Percentage or Class B
Sharing Percentage, allocations of Book income or loss for such taxable year
shall take into account the varying interests of the Members in the Company in a
manner consistent with the requirements of Section 706 of the Code.

(b) If and to the extent that any distribution of Section 751
Property to a Member in exchange for property other than Section 751 Property is
treated as a sale or exchange of such Section 751 Property by the Company
pursuant to Treas. Reg. Section 1.751-1(b)(2), any Book gain or loss
attributable to such deemed sale or exchange shall be allocated only to Members
other than the distributee Member.

(c) If and to the extent that any distribution of property other
than Section 751 Property to a Member in exchange for Section 751 Property is
treated as a sale or exchange of such other property by the Company pursuant to
Treas. Reg. Section 1.751-1(b)(3), any Book gain or loss attributable to such
deemed sale or exchange shall be allocated only to Members other than the
distributee Member.

ARTICLE IV

ALLOCATION OF TAX ITEMS

4.01. In General. Except as otherwise provided in this Article IV,
all items of income, gain, loss, and deduction shall be allocated among the
Members for federal income tax purposes in the same manner as the corresponding
allocation for Book purposes.

4.02. Section 704(c) Allocations. In the event that the Book Value
of an item of Company property differs from its Tax Basis, allocations of
depreciation, depletion, amortization, gain, and loss with respect to such
property will be made for federal income tax purposes in a manner that takes
account of the variation between the Tax Basis and Book Value of such property
in accordance with section 704(c)(1)(A) of the Code and Treas. Reg. Section
1.704-1(b)(4)(i). The Manager may select any reasonable method or methods for
making such allocations, including, without limitation, any method described in
Treas. Reg. Section 1.704-3(b), (c), or (d).

4.03. Tax Credits. Tax credits shall be allocated among the Members
in accordance with Treas. Reg. Section 1.704-1(b)(4)(ii).

<PAGE> 35

ARTICLE V

OTHER TAX MATTERS

5.01. Excess Nonrecourse Liabilities. For the purpose of determining
the Members' shares of the Company's Excess Nonrecourse Liabilities pursuant to
Treas. Reg. Section Section 1.752-3(a)(3) and 1.707-5(a)(2)(ii), and solely for
such purpose, the Members' interests in profits are hereby specified to be their
respective Overall Sharing Percentages.

5.02. Exculpatory Liabilities. The Manager may (a) treat deductions
attributable to Exculpatory Liabilities as deductions that are not Nonrecourse
Deductions, and (b) disregard Exculpatory Liabilities in the determination of
Company Minimum Gain.

5.03. Treatment of Certain Distributions. (a) In the event that (i)
the Company makes a distribution that would (but for this Subsection (a)) be
treated as a Nonrecourse Distribution; and (ii) such distribution does not cause
or increase a deficit balance in the Capital Account of the Member receiving
such distribution as of the end of the Company's taxable year in which such
distribution occurs; then the Manager may treat such distribution as not
constituting a Nonrecourse Distribution to the extent permitted by Treas. Reg.
Section 1.704-2(h)(3).

(b) In the event that (i) the Company makes a distribution that
would (but for this Subsection (b)) be treated as a Member Nonrecourse
Distribution; and (ii) such distribution does not cause or increase a deficit
balance in the Capital Account of the Member receiving such distribution as of
the end of the Company's taxable year in which such distribution occurs; then
the Manager may treat such distribution as not constituting a Member Nonrecourse
Distribution to the extent permitted by Treas. Reg. Section 1.704-2(i)(6).

5.04. Reduction of Basis. In the event that a Member's interest in
the Company may be treated in whole or in part as depreciable property for
purposes of reducing such Member's basis in such interest pursuant to section
1017(b)(3)(C) of the Code, the Manager may, upon the request of such Member,
make a corresponding reduction in the basis of the Company's depreciable
property with respect to such Member. Such request shall be submitted to the
Company in writing, and shall include such information as may be reasonably
required in order to effect such reduction in basis.

5.05. Withholding. (a) The Company shall withhold any amounts
required to be withheld pursuant to any applicable provisions of the Code,
including without limitation sections 1441 through 1446 of the Code, or pursuant
to any applicable provisions of state or local law.

(b) Any amounts withheld with respect to a Member's distributive
share of Company income (whether or not distributed) shall be treated by the
Company and by such Member for all purposes as amounts distributed to such
Member. Any amounts withheld with respect to any payment to a Member shall be
treated by the Company and by such Member for all purposes as amounts paid to
such Member. Amounts so treated as distributed or paid to any Member shall
reduce the amount otherwise distributable or payable to such Member.

<PAGE> 36

(c) In the event that the Company withholds with respect to a
Member's distributive share of Company income for a taxable year, and such
distributive share exceeds the amount distributed to such Member in such taxable
year, then subsequent distributions to such Member shall be deemed to be made
first from income with respect to which the Company has already withheld.

5.06. Pass-through Entities as Members. Any Member that is a
Pass-through Entity shall promptly notify the Company in writing upon any of the
following occurrences:

(a) any event, such as a sale or exchange of an interest in such
Member, that will result in an adjustment to the basis of the assets of such
Member under section 743(b) of the Code pursuant to an election under section
754 of the Code;

(b) any event, such as a distribution of cash or other property by
such Member, that will result in an adjustment to the basis of such Member's
assets under section 734(b) of the Code pursuant to an election under section
754 of the Code; or

(c) any event that will result in the termination of such Member as
a partnership pursuant to section 708(b)(1)(B) of the Code.

5.07. Tax-exempt or Foreign Ownership of Members. In the event that
any interest in a Member that is a Pass-through Entity is owned directly or
indirectly by any Tax-exempt Entity or Foreign Person, such Member shall
promptly notify the Company in writing of such Tax-exempt Entity's or Foreign
Person's proportionate share of such Member's items of income and gain
(determined as a percentage pursuant to section 168(h)(6)(C) of the Code) and of
any change in such proportionate share.

5.08. Entity Classification. Neither the Company nor any Member
shall file or cause to be filed any election, the effect of which would be to
cause the Company to be classified as other than a partnership for federal
income tax purposes, without the prior written consent of all Members.

[End of Appendix A]

<PAGE> 1
EXHIBIT 6.2
------------------------------------------------------------------

MANAGEMENT AND LEASING AGREEMENT

EDISON BUILDING

DECEMBER 31, 1997

------------------------------------------------------------------

<PAGE> 2
TABLE OF CONTENTS

Page

ARTICLE I: EXCLUSIVE AGENCY...........................................1

1.1 Appointment................................................1

ARTICLE II: TERM OF AGREEMENT..........................................1

2.1 Initial Term: Option to Renew.............................1
2.2 Owner Rights Regarding Termination.........................2
2.3 Manager Rights Regarding Termination.......................2
2.4 Force Majeure; Cure Rights.................................3
2.5 Continuing Obligations Upon Termination....................4

ARTICLE III: BUSINESS PLAN, BUDGET AND ACCOUNTING.......................4

3.1 Preparation of Budget......................................4
3.2 Accounting.................................................4
3.3 Books and Records..........................................5
3.4 Reports to Owner...........................................5
3.5 Financial Information......................................5
3.6 Method of Accounting.......................................5

ARTICLE IV: MANAGEMENT OF PROJECT......................................6

4.1 General Duties and Responsibilities........................6
4.2 Leasing the Project........................................7
4.3 Construction...............................................8
4.4 Limitation of Authority....................................8

ARTICLE V: METHODS OF OPERATION.......................................8

5.1 Contracts..................................................8
5.2 Compliance with Laws.......................................9
5.3 Licenses and Permits.......................................9
5.4 Hazardous Materials........................................9
5.5 Employees.................................................10
5.6 Legal Counsel.............................................10

ARTICLE VI: INFORMATION TO BE PROVIDED BY OWNER.......................10

6.1 Information...............................................10

i
<PAGE> 3

ARTICLE VII: FINANCIAL MATTERS.........................................11

7.1 Bank Accounts.............................................11
7.2 Audits....................................................11

ARTICLE VIII: INSURANCE AND INDEMNIFICATION.............................11

8.1 Indemnity and Subrogation.................................11
8.2 Project Insurance.........................................13
8.3 Manager's Responsibilities................................15
8.4 Employee Insurance........................................15

ARTICLE IX: COMPENSATION OF MANAGER...................................15

9.1 Management Fee............................................15
9.2 Additional Compensation...................................15
9.3 Employee Compensation.....................................15
9.4 Management Office.........................................16
9.5 Out-of-Pocket Expenses....................................16
9.6 Method of Payment.........................................16

ARTICLE X: GENERAL PROVISIONS........................................17

10.1 Independent Contractor....................................17
10.2 Notices...................................................17
10.3 Attorney's Fees...........................................17
10.4 Assignments...............................................17
10.5 Amendments................................................18
10.6 Entire Agreement..........................................18
10.7 Governing Law; Venue......................................18
10.8 Cooperation and Assistance................................18
10.9 Waiver....................................................18
10.10 Severability..............................................18
10.11 No Obligation to Third Party..............................18
10.12 Captions..................................................19
10.13 Time of Essence...........................................19
10.14 Counterparts..............................................19
10.15 Non-Discrimination........................................19
10.16 Certain Interpretative Matters............................19

EXHIBIT "A" DESCRIPTION OF PROJECT....................................21
EXHIBIT "B" INFORMATION TO BE PROVIDED BY OWNER.......................22
EXHIBIT "C" MANAGEMENT FEE............................................23
EXHIBIT "D" SCHEDULE OF LEASING COMMISSIONS...........................24
EXHIBIT "E" CONSTRUCTION MANAGEMENT FEES..............................25

ii
<PAGE> 4

COMMERCIAL PROPERTY MANAGEMENT AND
LEASING AGREEMENT
(multi-tenant office building)

THIS COMMERCIAL PROPERTY MANAGEMENT AND LEASING AGREEMENT (the
"Agreement") is dated as of December 31, 1997, and is entered into by and
between EBS BUILDING, L.L.C., a Delaware limited liability corporation
("Owner"), and INSIGNIA COMMERCIAL GROUP, INC., a Delaware corporation
("Manager").

BACKGROUND

A. Owner owns that certain real estate project improved
with buildings and related parking facilities and common areas commonly known as
The Edison Building which is more particularly described on EXHIBIT "A" of this
Agreement and hereinafter referred to as the "Project".

B. Owner desires to engage Manager as Owner's exclusive
agent to lease, manage and operate the Project, and Manager desires to accept
such engagement upon the terms set forth herein.

C. This Agreement shall be subject and subordinate to
any deed of trust encumbering the Project and, at the option of the beneficiary
of any such deed of trust or any transferee of title to the Project by virtue of
foreclosure of the lien of such deed of trust, Manager shall attorn to and
recognize such beneficiary or transferee as the successor to Owner of the
Project, and Manager shall thereupon continue to perform Manager's covenants
hereunder.

STATEMENT OF AGREEMENT

In consideration of the foregoing recitals and the mutual
promises and covenants contained herein, Owner and Manager agree as follows:

ARTICLE 1
EXCLUSIVE AGENCY

1.1. APPOINTMENT. Owner hereby appoints Manager as the
sole and exclusive leasing agent and manager of the Project and Manager hereby
accepts such appointment, upon the terms, covenants and conditions set forth
herein.

ARTICLE II
TERM OF AGREEMENT

2.1. INITIAL TERM: OPTION TO RENEW. Except as provided in
Section 2.2 below, the term of this Agreement for all leasing activities shall
commence on January 1, 1998, and for all management activities the term of this
Agreement shall commence on February 1, 1998. The term of this Agreement shall
continue through and including January 31, 2000. Owner shall thereafter have
successive option rights to extend the term of this Agreement for

<PAGE> 5

consecutive, additional periods of one (1) year each, but in no event shall this
Agreement survive that certain Members Agreement dated as of September 26, 1997
(the "Members Agreement"). Each such renewal of this Agreement shall be
automatic unless either party provides written notice to the other of its
election to terminate this Agreement not less than ninety (90) days prior to the
initial term or succeeding option term, as the case may be.

2.2. OWNER RIGHTS REGARDING TERMINATION. Notwithstanding the
provisions of Section 2.1 above, this Agreement shall terminate upon the
happening of any of the following:

(a) Closing of the sale or exchange by Owner of the
Project or Owner's rights to collect the income therefrom, unless the transferee
elects prior to such closing and by written notice to Manager to assume the
obligations of Owner pursuant to this Agreement accruing subsequent to such
closing, and Manager consents to such assumption. If less than the entire
Project is sold or exchanged, such termination shall apply only to the portions
sold or exchanged.

(b) The fifteenth (15th) day after written notice from
Owner to Manager to terminate this Agreement or remove Manager for "just cause."
For purposes of this Section 2.2(b), "just cause" shall mean any one or more of
the following: (i) Manager's negligence, willful misconduct, fraud or
misappropriation of funds; (ii) Manager's failure to promptly and in good faith
comply with Owner's reasonable instructions or directions in connection with the
Project; or (iii) Manager's failure to carry out its duties hereunder or its
material breach of this Agreement, including any violation by Manager of
applicable law.

(c) Immediately upon the dissolution of Manager; the
filing by or against Manager of a petition seeking the adjudication of Manager
as a bankrupt; the appointment of a receiver to take possession of Manager's
assets or any substantial portion thereof; or any assignment by Manager for the
benefit of its creditors.

(d) Without cause with sixty (60) days prior written
notice to Manager, provided however that Manager shall be entitled to the
cancellation fee set forth in Section 2.3(a) below.

2.3. MANAGER RIGHTS REGARDING TERMINATION.

(a) In the event of a termination of this Agreement
pursuant only to Section 2.2(d) above, Owner shall pay to Manager in
consideration of such termination and prior to the effective date of such
termination, an amount (in addition to such other amounts as are accrued and
unpaid to Manager as of the effective date of termination) equal to two (2)
months management fee, as a cancellation fee hereunder.

(b) Notwithstanding the provisions of Section 2.1 above,
this Agreement shall terminate upon the happening of any of the following:

(i) The fifteenth (15th) day after written notice
from Manager to Owner to terminate this Agreement for "just cause". For purposes
of this Section 2.3(b)(i), "just cause" shall mean any one or more of the
following occurrences adversely affecting the

<PAGE> 6

ability of Manager to perform its duties or imposing a risk of liability on
Manager: any finding that all or any portion of the Project, or any sale, rental
or other disposition thereof, or any act or failure to act by Owner, does not
comply with, or is in violation of, the requirements of any law, rule,
regulation, statute, ordinance or requirement of any governmental entity or
authority; Owner's failure to provide Manager with information, documents,
signatures, authorizations, or any other item required that may be necessary or
appropriate for Manager to carry out its duties under this Agreement or Owner's
failure to provide to Manager sufficient funds, as needed, to pay all fees and
expenses of Manager to be paid pursuant to this Agreement and all costs and
expenses of the Project to be paid by Manager on behalf of Owner pursuant to
this Agreement.

(ii) Immediately upon the dissolution of Owner; the
filing by or against Owner of a petition seeking the adjudication of Owner as a
bankrupt; the appointment of a receiver to take possession of the Project or any
substantial portion of Owner's assets; or any assignment by Owner for the
benefit of creditors.

(iii) Without cause with sixty (60) days prior
written notice to Owner.

2.4. FORCE MAJEURE; CURE RIGHTS.

(a) The obligations of Owner and of Manager under
this Agreement (except the obligation of Owner to provide funds to Manager for
the timely payment of fees and expenses of Manager and expenses of the Project
to be paid by Manager on behalf of Owner pursuant to this Agreement ) shall be
excused for that period of time that Owner or Manager, as applicable, cannot
fulfill such obligations by reason of delays beyond its control, including
without limitation acts of God, inclement weather, war, insurrection, labor
strikes, inability to obtain necessary materials or supplies, inability to
obtain necessary permits, licenses or approvals, or any other event commonly
included within the definition of force majeure.

(b) Notwithstanding the provisions of Sections 2.2(b)
and 2.3 above, in the event of written notice of termination for "just cause",
this Agreement shall not terminate if the party receiving such notice cures the
alleged breach (other than willful misconduct or fraud, neither of which shall
be subject to cure) within the fifteen (15) day notice period (or, for any
nonmonetary breach which cannot be cured within such fifteen (15) day period,
provided that the defaulting party commences such cure within the 15-day period
and thereafter diligently and continuously prosecutes such cure to completion).

2.5. CONTINUING OBLIGATIONS UPON TERMINATION. Upon the
termination of this Agreement by any means (but subject to Owner's rights of set
off for any claims of Owner under section 2.2(b)):

(a) Owner shall remain bound by all contracts entered
into by Manager in the name of Owner within the limitations contained in this
Agreement and hereby agrees and acknowledges that it shall remain obligated to
the Manager for all management fees earned by the Manager through the date of
termination and for all reimbursements due to the Manager pursuant to this
Agreement.

3
<PAGE> 7

(b) Manager shall remain obligated:

(i) To render to Owner a final accounting of income
and expenses of the Project as provided in this Agreement.

(ii) To deliver to Owner all income and all security
deposits from the Project which have been entrusted to Manager and not
previously refunded after reimbursement of all expenses and payment of all
management fees which Manager is entitled to receive.

(iii) To deliver to Owner all keys, books and
records, contracts, leases, receipts, unpaid bills and other documents relative
to the Project which are in Manager's possession or have otherwise been
entrusted to Manager and have not been previously returned.

(iv) To use reasonable efforts and to cooperate with
Owner (and at no additional cost to Owner) to cause an orderly transition of the
management of the Project without detriment to the rights of Owner or to the
continued management of the Project.

ARTICLE III
BUSINESS PLAN, BUDGET AND ACCOUNTING

3.1. PREPARATION OF BUDGET. Manager shall prepare and
submit to Owner a business plan and proposed budget for the promotion,
operation, repair and maintenance of the Project for the forthcoming fiscal
year. The business plan and proposed budget for the 1998 fiscal year shall be
delivered to Owner by not later than April 1, 1998. Thereafter, each business
plan and proposed budget shall be delivered to Owner by no later than November 1
of each year. Owner will consider each proposed budget and will consult with
Manager in the period prior to the commencement of the forthcoming fiscal year
in order to agree upon an "Approved Budget."

3.2. ACCOUNTING. Manager shall use diligence and employ
reasonable efforts to assure that the actual costs of managing, maintaining an
operating the Project do not exceed the Approved Budget. During the fiscal year
Manager shall inform Owner of any material increases in costs and expenses that
were not reflected in the Approved Budget and shall secure Owner's prior
approval for any expenditure that will result in an increase of whichever of the
following is greater (herein considered a "material increase"): in excess of ten
percent (10%) of the annual budgeted amount in any one accounting category of
the Approved Budget or $10,000.00.

3.3. BOOKS AND RECORDS. Manager shall maintain accurate
books and records for the Project on a segregated basis (not combined with other
properties), in accordance with generally accepted accounting principles,
consistently applied, with complete supporting documentation to ensure that all
entries in the books and records are accurate and complete. Such books and
records shall be maintained by Manager at its address stated herein or at such
other location as may be mutually agreed upon in writing. Manager shall take all
necessary and prudent steps to exercise such control over accounting and
financial transactions so as to protect Owner's assets from theft or fraudulent
activity on the part of Manager's employees.

4
<PAGE> 8
3.4. REPORTS TO OWNER. Manager shall, by the twentieth
(20th) day of each month, furnish to Owner an accounting of receipts and
disbursements for the immediately preceding month. Such accounting shall show
collections, delinquencies, uncollectible items, vacancies and other matters
pertaining to the management, operation and maintenance of the Project during
the month (the "Monthly Report"). The accounting shall also include a comparison
of monthly and year-to-date actual income and expense with the Approved Budget
for the Project and such other information as reasonably requested by Owner. In
addition, if such funds are not in the Owner's account, Manager shall remit to
Owner all unexpended funds, after deducting the management fees and
reimbursements due to Manager and a reserve for contingencies in the amount set
forth in the Approved Budget or as may be otherwise agreed to from time to time
by Owner and Manager, along with such accounting.

3.5. FINANCIAL INFORMATION. Manager shall maintain, and supply
to Owner upon written request, copies of:

(a) All bank statements, bank deposit slips and bank
reconciliations;

(b) Detailed cash receipts and disbursement records;

(d) Summaries of adjusting journal entries; and

(e) Any other information on the Project in Manager's
possession requested by Owner.

3.6. METHOD OF ACCOUNTING. All financial statements and
reports required hereunder will be prepared on a cash basis in accordance with
generally accepted accounting principles, consistently applied.

ARTICLE IV
MANAGEMENT OF PROJECT

4.1. GENERAL DUTIES AND RESPONSIBILITIES. Manager shall
manage, operate and maintain the Project in accordance with generally accepted
principles of sound property management using all due diligence and prudence in
performing its duties and otherwise in accordance with the general standards set
forth in this Article IV. Without limiting the generality of the foregoing,
Manager's functions hereunder shall include the following:

(a) Manager shall use reasonable efforts to collect
all rents and other charges which may become due at any time from any tenant or
from others for services provided in connection with or for the use of the
Project or any portion thereof. All funds received by Manager for or on behalf
of Owner (less any sums properly deducted by Manager pursuant to any of the
provisions of this Agreement) shall be deposited in a bank selected by Owner in
a special account maintained by Manager in the name of and at the expense of
Owner for the deposit of funds of Owner.

5
<PAGE> 9
(b) Manager shall, in the name of and at the expense
of Owner, make or cause to be made such ordinary repairs and alterations as
Manager may deem advisable or necessary to the improvements on the Project,
subject to and within the limitations of the Approved Budget; provided, however,
that Manager shall not expend more than Twenty Thousand Dollars ($20,000) for
any one item of repair or alteration without Owner's prior written approval,
except emergency repairs if, in the reasonable opinion of the Manager, such
repairs are necessary to protect the Project from further damage or to maintain
services to tenants as called for in their leases. The authority provided to
Manager in this paragraph shall not extend to capital improvements or the
associated tenant finish, refurbishing and rehabilitation or remodeling areas
covered by new leases. The latter expenditures are subject to the Owner's prior
approval which shall be given at the time of the execution of new leases and in
accordance with the provisions of this Agreement. Manager shall promptly inform
Owner of material increases (as defined herein) in repair and maintenance costs
not reflected in the Approved Budget.

(c) Manager shall, in the name of and at the expense
of Owner, contract for those utilities, and other building operation and
maintenance services and parking facility management that Manager shall deem
advisable; provided that all service contracts shall be for a term cancelable
upon thirty (30) days advance notice without penalty, with the exception of
elevator and alarm monitoring contracts, without prior written approval of Owner
and the cost of all such services shall be included in the Approved Budget or
otherwise approved in writing in advance by Owner. Manager shall at Owner's
expense, purchase and keep the Project furnished with all reasonably necessary
supplies. All services provided to the Project by parties other than Manager
shall be provided pursuant to valid, bona fide contracts entered into on an
arms-length basis and after competitive bidding conducted by Manager. Manager
shall disclose to Owner any and all affiliations between Manager or Manager's
affiliates, employees or owners, and other actual or prospective service
providers, and their affiliates, employees or owners. If Manager makes no such
disclosure as to any such service provider, Manager shall be deemed to have
represented and warranted that no such affiliation exists.

(d) Subject to the provisions of Section 7.3 below,
Manager shall pay at the expense of Owner, from the account or accounts provided
for in Section 7.1 below or from funds otherwise provided by Owner, expenses of
the Project, including without limitation real and personal property taxes,
payments due under service contracts, utilities, materials and supplies
necessary for the operation of the Project, and such other expenses as may be
incurred in connection with the operation and management of the Project in the
ordinary course of business or as set forth under this Agreement.

4.2. LEASING THE PROJECT. Manager's functions hereunder shall
include the following:

(a) Manager shall perform all promotional, marketing
and lease up activities with respect to the Project and use Manager's best
efforts to lease vacant space in the Project. All inquiries for any leases,
renewals or other agreements for the rental, use or occupancy of the Project or
portions thereof, shall be referred to Manager, and all negotiations connected
therewith shall be handled by or under direction of Manager and subject to
Owner's approval and review.

6
<PAGE> 10

(b) Subject to budgetary limitations in the Approved
Budget, Manager shall, at Owner's expense:

(i) advertise the Project or portions thereof,

(ii) prepare marketing plan, and brochures and
collateral materials for the Project,

(iii) engage with a "competent" architectural
firm or firms to provide computer-aided drawings (CAD) of the rentable areas of
the Project and space planning services for prospective tenants, subject to
Owner's prior approval,

(iv) engage with a competent real estate attorney
on an "as needed" basis for lease documentation, subject to Owner's prior
approval, and

(v) engage with competent consultants (public
relations, advertising) on an "as needed" basis subject to Owner's prior
approval.

(c) Notwithstanding contrary provisions in this
Agreement, if within sixty (60) days following the date of termination of the
Agreement the Project or portions thereof are contracted to be leased to any
person ["Manager Contact(s)"] pursuant to a proposal approved by Owner during
the term of the Agreement, a commission shall be payable to Manager in
accordance with EXHIBIT "D" hereof. Owner agrees that the sixty (60) day period
will be extended as long as negotiations continue with a Manager Contact(s).
Manager shall deliver to Owner a written notice within ten (10) days after such
termination, registering with Owner the names and addresses of all Manager
Contact(s), and Owner shall have ten (10) days after receipt of said list to
dispute the validity of such Manager Contact(s).

(d) Manager shall, in the Monthly Report, prepare a
report on the status of prospects, stacking plan and marketing activities for
the Project.

4.3. CONSTRUCTION. Manager shall manage all construction
activity at the Project, including tenant finish work, repairs, maintenance and
capital improvements and Manager shall complete such work in a workmanlike
manner in keeping with an office tower of the same class as the Project. Such
work shall be completed in accordance with plans and specifications approved by
Owner.

4.4. LIMITATION OF AUTHORITY. Notwithstanding any
provision in this Agreement to the contrary, Manager shall not without the prior
approval of Owner:

(a) Enter into any agreement to lease, convey or
otherwise transfer or pledge or encumber the Project or any other property or
asset of Owner;

(b) Institute or defend lawsuits except as otherwise
provided herein or other legal proceedings on behalf of Owner;

7
<PAGE> 11

(c) Pledge the credit of Owner (except for purchases
made in the ordinary course of operating the Project or as otherwise
contemplated pursuant to this Agreement); or

(d) Borrow money or execute any promissory note or
deed of trust, security agreement, guaranty or other encumbrance in the name of
or on behalf of Owner.

ARTICLE V
METHODS OF OPERATION

5.1. CONTRACTS. All service contracts, and (to the extent
they are within the scope of Manager's duties under this Agreement) all
contracts for capital improvements and all contracts for the improvement,
refurbishing or remodeling of tenant spaces ("Contracts") which (a) cover
expenditures included within the Approved Budget, or, are required by any
approved lease, or, are otherwise approved in advance by Owner, and (b) may be
with affiliates of Manager, and (c) meet the criteria set forth hereunder for
such Contracts or are approved in advance by Owner or otherwise meet criteria
established by Owner for such Contracts, shall be executed by Manager in the
name of, and as agent for Owner. Any or all such Contracts shall be subject to
Owner's prior approval. If required, any or all Contracts shall be executed by
Owner. All Contracts shall be with such contractors and service providers as
Manager may select from time to time. Upon any termination of this Agreement, to
the extent necessary, Manager shall assign all Contracts executed by Manager to
Owner. Owner will provide Manager with any additional documentation reasonably
necessary to establish Manager's authority to act as required hereunder. Upon
termination of this Agreement, Owner agrees to specifically assume Contracts
that are in the name of Manager. Notwithstanding anything to the contrary
contained in this Section 5.1, all contracts entered into by Manager or
presented to Owner by Manager shall be subject to the requirements of Section
4.1(c).

5.2. COMPLIANCE WITH LAWS. Subject to the other provisions
of this Agreement, at Owner's expense, Manager shall use reasonable efforts to
cause the Project to comply with federal, state and municipal laws, all known
ordinances, regulations and orders relative to the leasing, use, operation,
repair and maintenance of the Project and with the rules, regulations or orders
of the local Board of Fire Underwriters or other similar body. Manager shall use
reasonable efforts to remedy the violation of any such law, ordinance, rule,
regulation or order of which it has actual knowledge and which violation occurs
after the date hereof, at Owner's expense. Expenses incurred in so complying and
in correcting any such violation shall be included in the Approved Budget or
otherwise approved in advance by Owner. At Owner's expense, and if requested in
writing by Owner, Manager shall comply with all terms and conditions contained
in any ground lease, mortgage, deed of trust or other security instruments
affecting the Project of which Manager has actual knowledge and for remedying
any breach thereof. Notwithstanding the foregoing, however, Manager's
responsibilities under this Section shall not extend to matters as to which the
expenditure of Owner's funds is required but disapproved by Owner or such funds
are not made available by Owner.

5.3. LICENSES AND PERMITS. Manager shall apply for and
obtain and maintain in the name and at the expense of Owner all licenses and
permits required of Owner or Manager in

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connection with the management and operation of the Project. Owner agrees to
execute and deliver any and all applications and other documents and to
otherwise cooperate to the fullest extent with Manager in applying for,
obtaining and maintaining such licenses and permits.

5.4. HAZARDOUS MATERIALS. Owner acknowledges and
understands that Manager is not qualified to evaluate the presence or absence of
hazardous or toxic substances waste, materials, electromagnetic fields or
radioactive materials upon, within, above or beneath the Project, compliance
with hazardous materials or waste laws, rules and regulations, or the clean-up
or remediation of hazardous materials spills or contamination. Accordingly,
notwithstanding the provisions of Section 5.2 above, Manager's obligations to
Owner with respect to the presence of hazardous or toxic substances, waste,
materials, electromagnetic fields or radioactive materials upon, within, above
or beneath the Project (hereinafter collectively "Hazardous Materials") and/or
with the compliance and enforcement of federal, state and local laws, rules,
regulations, ordinances, and requirements relating to Hazardous Materials
(hereinafter collectively "Hazardous Materials Laws") shall be subject to,
conditioned upon, and limited by the following:

(a) In no event will the Manager make an independent
determination as to the presence or absence of Hazardous Materials or whether
the Project or any particular tenant space is in violation or compliance with
any Hazardous Materials Laws. The Manager's sole responsibility shall be to act,
at the direction of the Owner or Owner's environmental consultant, to (i)
undertake, on the Owner's behalf and at the Owner's expense, necessary actions
for the Owner to comply with Hazardous Materials Laws in accordance with the
environmental recommendations contained in the environmental assessment report,
and/or (ii) seek, on the Owner's behalf and at the Owner's expense, to enforce a
tenant's compliance with any Hazardous Materials Laws in accordance with the
environmental consultant's recommendations contained in the environmental
assessment report.

(b) The Manager shall have absolutely no
responsibility or obligation with respect to the clean-up and remediation of any
spill or contamination of any Hazardous Materials upon, beneath or within all or
any portion of the Project, not caused by Manager, its contractors, employees,
agents or invitees.

5.5. EMPLOYEES. Manager shall have in its employ or under
separate contract at all times a sufficient number of capable employees enabling
it to properly, adequately, safely and economically manage, operate and maintain
the Project. All matters pertaining to the employment, supervision,
compensation, promotion and discharge of such employees, as well as union
negotiations and compliance with laws and regulations dealing with employee
matters, are the responsibility of the Manager, which is in all respects the
employer of such employees. In the event that any expenses, including salaries
and any management office maintained by Manager, are attributable in part to the
Project and in part to other properties managed by Manager, such expenses shall
be prorated and apportioned between the respective properties on a reasonable
basis, provided, however, that no such expenses attributable to Manager's
leasing obligations hereunder shall be prorated to the Project, it being
understood and agreed that all of Manager's leasing personnel expenses shall be
borne by Manager. All employees of Manager who handle or

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<PAGE> 13

are responsible for Owner's funds shall be covered by a fidelity bond. The
amount of such bond shall be reasonably determined by Owner and the premium
therefore shall be a cost of the Owner.

5.6. LEGAL COUNSEL. Manager shall, upon prior approval by
Owner and at Owner's request and expense, engage counsel and cause legal
proceedings to be instituted as may be necessary to enforce payment of rent and
compliance with provisions of tenant leases, or to dispossess tenants. Manager
shall use legal counsel selected and/or retained by Owner to assist as necessary
in lease and/or contract preparation and negotiation, to provide legal advice in
connection with management issues at the Property, and to institute legal
proceedings. All compromises, settlements, or legal proceedings shall be subject
to the prior approval of Owner. Attorneys' fees and costs incurred in any of the
foregoing shall be expenses of the Project. Owner and Manager shall agree upon a
reasonable projection for the attorneys' fees and costs in the Approved Budget.

ARTICLE VI
INFORMATION TO BE PROVIDED BY OWNER

6.1. INFORMATION. Within five (5) business days after
execution and delivery of this Agreement, to extent available to Owner, Owner
shall provide to Manager all information listed in EXHIBIT "B" attached hereto
and incorporated herein by reference, for Manager's use in connection with the
fulfillment of its duties under this Agreement. At all times during the term of
this Agreement, Owner shall provide to Manager such other or updated information
as Owner may obtain with respect to the Project; shall cooperate with Manager in
providing additional information or responding to questions Manager may have
with respect to the ownership and prior operation of the Project; and shall
assist and/or cooperate with Manager in all reasonable means respecting
Manager's fulfillment of its obligations under this Agreement. In no event shall
Owner withhold from Manager any material information respecting the use or
condition of the Project, any contracts, debts, liens or liabilities encumbering
or affecting the Project, or any other information which could reasonably and
materially affect the fulfillment of Manager's duties under this Agreement.

ARTICLE VII
FINANCIAL MATTERS

7.1. BANK ACCOUNTS. Manager shall establish an operating
account or accounts for the Project in the name and at the expense of Owner at
such bank(s), under such designation(s) and with such authorized signatures of
Manager as Manager and Owner may direct from time to time and all funds
collected from the operation of the Project Manager receives shall be deposited
in the account(s) so established and all expenses of the Project shall be
disbursed from such account(s). Manager shall not commingle its own funds or
funds of any other property with Project funds. If required by law or by Owner,
a separate account(s) for tenant security deposits shall be established in the
same manner as provided in the preceding sentence and shall be maintained as
required by law or Owner. Owner will provide whatever signing authority is
necessary for Manager to fulfill its obligations under this Agreement.

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7.2. AUDITS. Owner reserves the right upon five (5) days
prior written notice, to audit all books and records maintained by Manager with
respect to the Project. Except as provided below, all audits shall be at Owner's
cost and expenses, shall be conducted during normal business hours and shall be
conducted at Manager's office where such books and records are located. Any
audit may be conducted by Owner's agents or employees or by independent persons
engaged by Owner provided that such parties are not a competitor to Manager. Any
discrepancies noted in any audit shall be promptly corrected. In the event it is
determined that the books and records have not been adequately maintained by
Manager, as required hereunder, or if such audit reveals that Owner has been
materially overcharged for Manager's services, then Manager shall be obligated
to refund the amount of such overcharge to Owner and pay for the pro rata share
of the cost of the audit which deals with the specific overcharge, with the pro
rata share not to exceed $1,000.00.

ARTICLE VIII
INSURANCE AND INDEMNIFICATION

8.1. INDEMNITY AND SUBROGATION.

(a) Subject to Section 8.1(e), Owner shall indemnify,
defend (using counsel acceptable to Manager) and hold harmless Manager and its
affiliates and each of their respective officers, directors, employees,
stockholders, partners, agents, lenders, representatives, and contractors, and
each of their respective successors and assigns, from and against any and all
liabilities, obligations, claims, losses, causes of action, suits, proceedings,
awards, judgments, settlements, demands, damages, costs, expenses, fines,
penalties, deficiencies, taxes and fees, (including without limitation the fees,
expenses, disbursements and investigation costs of attorneys and consultants)
arising directly or indirectly out of or resulting in any way from or in
connection with the Project, the proper management of the Project by the
Manager, or the proper performance or proper exercise by the proper Manager of
the duties, obligations, powers, or authorities herein, or hereafter granted to
the Manager, except for those actions and omissions of Manager in relation to
which the Manager agrees to indemnify Owner pursuant to Section 8.1(b).

(b) Subject to Section 8.1(e), Manager agrees to
indemnify and hold the Owner and its affiliates and each of their respective
employees, officers, directors, and agents harmless from and against any and all
costs, expenses, attorney's fees, suits, liabilities, damages, or claim for
damages, in any way arising out of (i) any negligent acts or omissions or
intentional misconduct of Manager, its agents or employees contractors or
invitees, (ii) any failure of Manager to promptly perform in any material
respect any of its obligations under this Agreement, provided such failure was
not caused by Owner or by events beyond the reasonable control of Manger, and
Owner has furnished to Manager sufficient funds to perform such obligations; or
(iii) any acts of Manager beyond the scope of Manager's authority hereunder.

(c) "INDEMNIFIED PARTY" and "INDEMNITOR" shall mean
the Manager and Owner, respectively, as to Section 8.1 (a) and shall mean the
Owner and Manager, respectively, as to Section 8.1(b). If any action or
proceeding is brought against the Indemnified Party with respect to which
indemnity may be sought under this Section 8.1, the Indemnitor, upon written
notice from the Indemnified Party, shall assume the investigation and defense
thereof,

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<PAGE> 15

including the employment of counsel and payment of all expenses. The Indemnified
Party shall have the right to employ separate counsel in any such action or
proceeding and to participate in the defense thereof, but the Indemnitor shall
not be required to pay the fees and expenses of such separate counsel unless
such separate counsel is employed with the written approval and consent of the
Indemnitor.

(d) The indemnities in this Section 8.1 shall survive
the expiration or termination of this Agreement.

(e) Anything in this Agreement to the contrary
notwithstanding, Owner and Manager hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action against
each other, their agents, officers and employees, for any loss or damage that
may occur to the property, improvements to the Property, or personal property
within the Property, by reason of fire or the elements, or other casualty,
regardless of cause or origin including negligence of Owner or Manager and their
agents, officers and employees, to the extent the same is insured against under
insurance policies carried by Owner or Manager (or required to be carried by
Manager hereunder); however, Owner's waiver shall not include any deductible
amounts on insurance policies carried by Owner, nor extend to acts of the type
described in clauses (i), (ii) and (iii) of Section 8.1(b). Owner and Manager
agree to obtain a waiver of subrogation from the respective insurance companies
which have issued policies of insurance covering all risk of direct physical
loss and to have the insurance policies endorsed, if necessary, to prevent the
invalidation of the insurance coverages by reason of the mutual waivers.

(f) For the purposes of Section 8.1(b), 8.1(f), the
term "Owner" shall be construed as meaning Owner, Asset Manager, and their
respective affiliates, directors, officers, employees, agents, and
representatives.

8.2. PROJECT INSURANCE.

(a) Owner shall carry property damage insurance, or
builder's risk insurance, where applicable, to cover physical loss or damage to
the Project from fire and extended coverage perils, including vandalism and
malicious mischief and comprehensive general liability insurance with respect to
the Project covering third-party bodily injury, property damage, and personal
injury. All such insurance shall be in such amounts and with such insurers as
Owner may determine and, with respect to any such liability coverage, shall
include by endorsement Manager as an additional insured thereunder. If requested
by Owner, Manager shall obtain such insurance, at Owner's cost and subject to
Owner's approval thereof. Manager shall comply with all the warranties, terms
and conditions of such insurance. Manager shall notify Owner in writing within
forty eight (48) hours after the Manager receives notice of any loss, damage, or
injury and shall not take any action which knowingly might prejudice Owner in
its defense to a claim based on such loss, damage, or injury.

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(b) Manager shall maintain the following insurance
coverage:

INSURANCE MINIMUM STANDARDS

Workers' Compensation Coverage A:

Minimum limits required by Statute (with proof of
compliance as acceptable to Owner)

Coverage B:

$1,000,000 Bodily Injury by Accident (Each Accident)
$1,000,000 Bodily Injury by Disease (Policy Limit)
$1,000,000 Bodily Injury by Disease (Each Employee)

Comprehensive General $1,000,000 per occurrence/in the aggregate
Liability Insurance

Automobile, Single Limit $1,000,00 Any Auto (hired/owned and non-owned)
Bodily Injury and
Property Damage

Uninsured Motorists As required by Statute

Fidelity Bond/Crime/ Greater than two (2) months' gross income from the
Employee Dishonesty/ Property with maximum deductible of $10,000
Forgery & Alteration

All insurance required hereunder shall be in force as of the date hereof, except
as specifically set forth in the following sentence. Manager shall furnish
Owner, at the time of execution of this Agreement, with certificates of
insurance evidencing its insurance coverage as required under Section 8.2(b),
together with all exclusions and endorsements relating to the Project, and
provided, however, that Manager may deliver to Owner, on a date not later than
30 days after the date hereof, evidence that Owner will be given at least thirty
(30) days prior written notice of cancellation or material change in coverage.
All such policies, except for workers' compensation for Manager's employees
directly involved with the operation of the Property shall be at Manager's sole
cost. In cases where Owner and Manager maintain insurance policies that
duplicate coverage, then Owner's policies shall provide primary coverage.

(c) CONTRACTOR'S AND SUBCONTRACTOR'S INSURANCE.
Manager shall require that each contractor and subcontractor hired to perform
work at the Property maintain insurance against risk of physical damage to
personal proper belonging to it in amounts sufficient to replace such personal
property in the event of loss, and insurance coverage at such contractor's and
subcontractor's expense, in the following minimum amounts:

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INSURANCE MINIMUM STANDARDS

Workers' Compensation As required by law

Employer's liability $1,000,000

Comprehensive general liability* $1,000,000

Comprehensive auto liability* $1,000,000

*These coverages shall be primary and will respond to any
allegation, claim, loss, damage, demand or judgment, or other
causes of action arising out of work done at the Property by
the contractor or subcontractor on behalf of Owner and
Manager. Owner and Manager shall be named as additional
insureds on such policies. The policies shall be written on an
"on occurrence" basis.

Owner may require additional coverage if the work to be performed is, in Owner's
judgment, sufficiently hazardous. Before any work can begin, each contractor or
subcontractor will submit Certificates of Insurance and Endorsements in form and
substance satisfactory to Owner as evidence of the coverages required. Each
certificate will provide for (i) cross-liability or severability of interests
for the benefit of the additional Insureds, and (ii) if Contractors insurance is
provided by means of a so called "blanket policy", the aggregate must apply per
project or per location. Each certificate will bear an endorsement requiring
thirty (30) days' prior written notice of cancellation, material alteration or
non renewal. All such policies shall be issued by insurers with the Best rating
of A or higher.

8.3. MANAGER'S RESPONSIBILITIES. Manager agrees to:

(a) If requested by Owner in writing and at Owner's
sole cost and expense, Manager shall obtain and maintain insurance with respect
to the Project.

(b) Notify Owner within three (3) business days after
Manager receives notice of any loss, damage or injury at or arising from the
Project.

(c) Take no action (such as admission of liability)
which knowingly bars Owner from obtaining any protection afforded by any policy
Owner may hold or which prejudices Owner in its defense to a claim based on such
loss, damage, or injury.

(d) Cooperate with Owner in disposition of claims,
including furnishing all available information to Owner's insurer or
representative.

8.4. EMPLOYEE INSURANCE. If requested in writing by Owner,
Manager shall require that all contractors and service companies operating in or
on the Project maintain such worker's compensation, employer's liability and
comprehensive general liability insurance as may be required by Owner, including
any special coverage required by law or Owner in connection with hazardous
operation.

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ARTICLE IX
COMPENSATION OF MANAGER

9.1. MANAGEMENT FEE. For its services hereunder, Manager
shall be paid a monthly management fee in an amount equal to, and in accordance
with, the schedule set forth in EXHIBIT "C" attached hereto and made a part
hereof.

9.2. ADDITIONAL COMPENSATION. In addition to the monthly
management fee provided for in Section 9.1 hereof, Manager shall be entitled to
(a) leasing commissions based on the schedule set forth in EXHIBIT "D" attached
hereto and incorporated herein which shall be paid to Manager in connection with
the leasing of the Project, and (b) construction management fees for work in the
project which has been approved by Owner with respect to non-routine capital
improvements based on the schedule set forth in EXHIBIT "E" attached hereto and
incorporated herein which shall be paid to Manager in connection with
construction work at the Project.

9.3. EMPLOYEE COMPENSATION.

(a) Manager shall include in the proposed budget (see
paragraph 3.1) for the Project a schedule setting forth employee salaries,
bonuses and benefits that are reimbursable under this Agreement. All such
expenses shall be subject to adjustment from time to time during the term of
this Agreement as reflected in each Approved Budget. Manager shall identify its
employees whose salaries and bonuses may from time to time be charged pro rata
to the Project for direct services rendered to the Project. In the event that
employees of Manager other than those identified from time to time perform
services for the Project, an appropriate portion of such employee's compensation
and benefits and the expenses related thereto shall be included within the
coverage of this paragraph.

(b) Manager shall make disbursements and deposits for
all compensation and other amounts payable with respect to persons employed by
Manager in the operation of the Project, or performing special services from
time to time at the request of Owner. The amounts so payable shall include, but
not be limited to, unemployment insurance, social security, worker's
compensation and other charges imposed by a governmental authority or provided
for in a union agreement. Manager shall maintain complete payroll records. All
payroll costs, including, but not limited to, those enumerated herein, are
operating expenses of the Project to be reimbursed by Owner to Manager.

9.4. MANAGEMENT OFFICE. During the term of this Agreement,
Owner shall make available to Manager finished office space (the "Management
Office") on a rent-free basis in an amount not to exceed 3,000 square feet, and
sufficient enough to allow Manager to provide first class leasing, management,
marketing and construction activities for the benefit of the Project. Currently,
the Management Office is located on the 11th Floor of the Project and comprises
of approximately 2,660 square feet, in any case the space shall contain, but not
be limited to a reception area, offices for the property manager, leasing
manager, conference room, kitchenette, and an area for a copier and file
cabinets. Owner, at Owner's expense, shall provide all furnishings and equipment
(fax, copy, postage machines, computers and etc.) required for the operation of
the Management Office and Project. Manager shall submit to Owner by February 1,

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1998, a budget for Owner's approval which details the equipment and furnishings
required for operation of the Management Office. The location for the Management
Office shall be approved by Owner, and Owner shall have the right, at any time
during the term hereof, to relocate the Management Office upon giving Manager
not less than sixty (60) days prior written notice. Owner shall be responsible
for all costs associated in connection with such relocation.

9.5. OUT-OF-POCKET EXPENSES. Subject to the approved
budget, manager shall be entitled to reimbursement of all actual, verifiable and
reasonable out of pocket costs and expenses, incurred by Manager in operating
the Project, maintaining an on-site Management Office and operating the on-site
Management Office, including, but not limited to, telephone charges, office
equipment, office supplies, data processing or accounting costs in connection
with preparation of budgets and reports, and, with prior approval of Owner, the
cost of out-of-town travel, incurred by Manager in performing its duties
pursuant to this Agreement.

9.6. METHOD OF PAYMENT. Payment of reimbursement of the
amounts described in Sections 9.1 through 9.5 above shall be as follows:

(a) The management fee shall be calculated and paid
monthly and such amounts shall be shown in Manager's submission of its monthly
accounting to Owner. Manager may pay such fees and compensation from Project
operating funds then in its possession or control.

(b) Additional Compensation, Employee Compensation,
Management Office and Out-Of-Pocket Expenses pursuant to Sections 9.2, 9.3, 9.4
and 9.5 shall be reimbursed to Manager at the time incurred by Manager and
Manager may reimburse such costs and expenses from time to time from Project
operating funds under its possession or control. A detailed summary of such
reimbursable costs and expenses shall be included on Manager's monthly
accounting to Owner.

(c) In the event there shall not be Project operating
funds available to pay/or reimburse the fees and/or costs and expenses or other
amounts due hereunder to Manager and all amounts due hereunder, Owner hereby
assumes responsibility for the same and agrees to promptly pay such amounts to
Manager.

ARTICLE X
GENERAL PROVISIONS

10.1. INDEPENDENT CONTRACTOR. It is expressly understood
and agreed that Manager as an agent of the Owner, will act as an independent
contractor in the performance of this Agreement. The parties hereby agree that
nothing in the Agreement shall be intended or construed to create an
employer-employee relationship, a partnership or a joint venture with respect to
the Project or otherwise.

10.2. NOTICES. All notices, demands, reports or other
communications required or desired to be given hereunder shall be in writing and
shall be effective for all purposes if hand delivered or sent by (a) certified
or registered United States mail, postage prepaid to the parties at

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their respective addresses for notice, or (b) expedited prepaid delivery
service, either commercial or United States Postal Service, with proof of
attempted delivery, and (c) by telecopier (with answer back acknowledged and so
long as the original of said telecopy is mailed the next day). A notice shall be
deemed to have been given: in the case of hand delivery, at the time of
delivery; or forty-eight (48) hours after having been deposited in the United
States mail postage prepaid and properly addressed or upon receipt with respect
to notices sent via overnight delivery service or telecopy.

10.3. ATTORNEY'S FEES. In connection with any controversy
arising out of this Agreement, the prevailing party shall be entitled to
recover, in addition to costs, damages or other relief, its reasonable
attorney's fees and costs incurred.

10.4. ASSIGNMENTS. This Agreement and the rights and
obligations hereunder shall not be assignable by either party hereto without the
written consent of the other; provided, however, that the foregoing shall not
extend to assignments required by: (a) any insurance carrier in any matter
relating to subrogation, or (b) Manager in order to assign this Agreement to any
entity which it controls, is controlled by or with which it is under common
control provided such assignment does not result in a change in the personnel
responsible for performing manager's obligations hereunder. Nothing contained in
this Section 10.4 shall be deemed a waiver of Owner's right to sell, transfer,
convey or encumber title to the Project without the consent of Manager.

10.5. AMENDMENTS. Except as otherwise provided herein, all
amendments to this Agreement shall be in writing and executed by both parties.

10.6. ENTIRE AGREEMENT. This Agreement and the Exhibits and
any Riders attached hereto and made part hereof, comprise the entire agreement
of the parties with respect to the matters contained herein, and supersedes all
prior agreements. The parties acknowledge that there are no representations,
warranties, agreements, arrangements or understandings with respect to the
subject matter hereof other than as expressly set forth in this Agreement.

10.7. GOVERNING LAW; VENUE. This Agreement shall be
governed by and construed in accordance with the laws of the State of Missouri.

10.8. COOPERATION AND ASSISTANCE. Owner and Manager agree
to execute such documents and provide such further assurances as may be
reasonably necessary for each to fulfill their respective duties and obligations
under this Agreement. Should any claim, demand, action or other legal proceeding
arising out of matters covered by this Agreement be made or instituted by any
third party against a party to this Agreement, the other party to this Agreement
shall furnish such information and reasonable assistance in defending such
proceeding as may be requested by the party against whom such proceeding is
brought.

10.9. WAIVER. No consent or waiver, express or implied, by
any party to or of any breach or default by the other party in the performance
by such other party of the obligations thereof under this Agreement shall be
deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party under this Agreement. Failure on

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the part of either party to raise any claim(s) with respect to any act or
failure to act of the other party or to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a waiver
by such party of the rights thereof under this Agreement.

10.10. SEVERABILITY. It is the intention of the parties that
if any such provision is held to be legal, invalid or unenforceable, there will
be added in lieu thereof a provision as similar in terms to such provision as is
possible and be legal, valid and enforceable.

10.11. NO OBLIGATION TO THIRD PARTY. Except as otherwise set
forth in this Agreement, the execution and delivery of this Agreement shall not
be deemed to infer any rights upon, or obligate either of the parties hereto to,
any person or entity other than each other.

10.12. CAPTIONS. The captions appearing at the commencement
of the sections hereof are descriptive only and for convenience and reference.
Should there be any conflict between any such captions in the section and the
text in the section, the text and not such caption shall control and govern in
the construction of this Agreement.

10.13. TIME OF ESSENCE. Time is of the essence with respect
to all of the terms, provisions, rights and obligations contained in this
Agreement.

10.14. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

10.15. NON-DISCRIMINATION. Owner and Manager each mutually
agree that there shall be no illegal discrimination against or segregation of
any person or of a group of persons on account of race, color, religion, creed,
sex, sexual orientation, or national origin in leasing, transferring, use,
occupancy or enjoyment of the Project, nor shall Owner or Manager knowingly
permit any such practice or practices of discrimination or segregation with
respect to the selection, location, use or occupancy of tenants at the Project.

10.16. CERTAIN INTERPRETATIVE MATTERS. No provision of this
Agreement will be interpreted in favor of, or against, any of the parties hereto
by reason of the extent to which any such party or its counsel participated in
the drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof.

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IN WITNESS WHEREOF, this Commercial Property Management and
Leasing Agreement has been executed by Manager and Owner by their respective
duly authorized officers as of the day and year first written above.

OWNER: MANAGER:

EBS Building, L.L.C. Insignia Commercial Group, Inc.
a Delaware corporation

By: Price Waterhouse L.L.P. By: /s/ J. John Reis
-------------------------------
J. John Reis
Its: Manager Its: Regional Director

By: /s/ Keith F. Cooper
---------------------------
A Partner

Notice Address: Notice Address:

EBS Building, L.L.C. Insignia Commercial Group, Inc.
C/O Price Waterhouse L.L.P. Attention: J. John Reis
One NationsBank Plaza 701 Market Street
Suite 2100 Suite 1220
St. Louis, MO 63101 Saint Louis, Missouri 63101
Attention: Keith F. Cooper

With a Copy to: With a Copy to:

George E. Murray, III Insignia Financial Group, Inc.
Bryan Cave L.L.P. One Insignia Financial Plaza
One Metropolitan Square Greenville, SC 29601
Suite 3600 Attention: General Counsel
St. Louis, MO 63102

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EXHIBIT "A"
DESCRIPTION OF PROJECT

A 12 story Class A office building containing approximately 500,000 square feet
of space, located at the southwest corner of Broadway Avenue and Washington
Street in Downtown Saint Louis, Missouri, and numbered as 501 Washington, Saint
Louis, Missouri 63101 having entrances on both Broadway Avenue and Washington
Street.

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EXHIBIT "B"
INFORMATION TO BE PROVIDED BY OWNER

1. Current Preliminary Title Report

2. All Environmental Assessment Reports

3. All ADA Compliance Reports

4. Tenant files including:

All leases, amendments and modifications

All credit information of tenants

All information on tenant uses, including hazardous materials
uses

All tenant insurance certificates required under leases

5. "As built" plans and specifications for all improvements to the
Project, including plans and specifications for all tenant improvements
and alterations and computer aided design (CAD) drawings for all
rentable areas of the Project.

6. All maintenance and service contracts currently in effect at the
Project.

7. Latest tax bills, insurance bills, mortgage and/or ground rent
statements, and other Project and common area expense billings.

8. Revenue and expense records for the last eighteen (18) months of the
Project, including tenant delinquency aging, security deposit
accounting, and all accounts payable.

9. Insurance policies and endorsements therefor carried by Owner by the
Project.

10. All other documents, records and reports in Owner's possession or
control reasonably requested by Manager or reasonably believed by Owner
as necessary or appropriate for Manager's carrying out of its duties
under this Agreement.

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<PAGE> 25

EXHIBIT "C"
MANAGEMENT FEE

Commencing upon the commencement of the term of this
Agreement, Manager shall be paid a monthly management fee equal to the greater
of (i) two percent (2%) of the gross receipts derived from the Project during
the preceding calendar month (or portion thereof applicable from the
commencement of the term of this Agreement through and including the expiration
or earlier termination of this Agreement), or (ii) Six Thousand-Seven Hundred
Dollars ($6,700.00) per month.

The term "gross receipts" for all purposes under this
Agreement shall be defined as: (i) receipts from the leasing of rentable space
in the Project; (ii) receipts from lease rental escalations, late charges and/or
cancellation fees; (iii) receipts from tenants for reimbursable operating
expenses; (iv) receipts from concessions granted or services provided at the
Project (including, but not limited to, parking lot collections, if any); (v)
other miscellaneous operating receipts; (vi) proceeds from rent or business
interruption insurance; (vii) any percentage rents collected; and (viii) all
common area maintenance charges.

The term "gross receipts" for all purposes under this
Agreement shall be defined to exclude: (i) tenants' security deposits until the
same are forfeited by the person malting such deposits; (ii) property damage
insurance proceeds; and (iii) any award or payment made by any governmental
authority in connection with the exercise of any right of eminent domain

22
<PAGE> 26

EXHIBIT "D"
SCHEDULE OF LEASING COMMISSIONS

Leasing commissions shall be paid in accordance with the following schedule:

A. MANAGER ONLY; CO-BROKER NOT INVOLVED:

NEW LEASES AND EXPANSION SPACE LEASES:
Manager shall be paid 5% of gross rentals to be paid by tenant during
years 1 - 5 of the initial term of the lease and 3% thereafter.

RENEWAL LEASES:
Manager shall be paid 2% of gross rentals to be paid by tenant during
any renewal term(s) of the lease.

B. MANAGER WITH CO-BROKER INVOLVED:

NEW LEASES AND EXPANSION SPACE LEASES:
Manager shall be paid 2 1/2% of gross rentals to be paid by tenant
during years 1 - 5 of the initial term of the lease and 1.5%
thereafter. In addition, the Co-Broker shall be paid at the rate of 3
1/2% for years 1 - 5 and 1.5% thereafter.

RENEWAL LEASES:
Manager shall be paid 2% of gross rentals to be paid by tenant during
any renewal term(s) of the lease. Any fees to be paid to a Co-Broker
for a renewal term shall require the prior approval by Owner on a
case-by-case basis.

Such commission(s) shall be paid one-half upon execution of a new lease
agreement and one-half upon occupancy by the tenant. Commissions for expansions
of space and/or renewal terms shall be paid in full upon execution of the
appropriate documentation.

The term "gross rentals" as used in this Exhibit D shall mean and refer to the
total of any annual base rent or fixed rent payable by a tenant under any lease,
including leases for expansion space, for an initial lease term or renewal lease
term.

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<PAGE> 27

EXHIBIT "E"
CONSTRUCTION MANAGEMENT FEES

Construction Management Fees shall be paid in accordance with the following
schedule:

- 5% if a General Contractor is engaged for the work, and

- 10% if there is not a General Contractor engaged for the work.

Such fees shall be paid one-half upon commencement of the work and one-half upon
commencement of the lease for tenant improvements or in the case of capital
improvements, one-half upon completion of the work.

Construction Management Fees for tenant improvements shall be a part of the
Tenant Improvement allowance or paid for directly by the tenant.

<PAGE> 1
EXHIBIT 6.4

LEASE

<PAGE> 2

TABLE OF CONTENTS

SECTION PAGE

I. BASIC LEASE PROVISIONS................................... 1

II. LEASE OF PREMISES........................................ 2

III. RIGHT OF FIRST REFUSAL................................... 4

IV. PARTIAL SURRENDER........................................ 4

V. RENT..................................................... 4

VI. UTILITIES AND SERVICES................................... 8

VII. USE...................................................... 9

VIII. INSURANCE................................................ 9

IX. REPAIRS AND MAINTENANCE; ALTERATIONS.....................10

X. MECHANICS LIENS..........................................11

XI. OPTION TO EXTEND.........................................12

XII. DEFAULTS OF TENANT.......................................14

XIII. DESTRUCTION AND RESTORATION..............................15

XIV. CONDEMNATION.............................................16

XV. ASSIGNMENT AND SUBLETTING................................16

XVI. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT............17

XVII. LANDLORD'S ACCESS........................................18

XVIII. SURRENDER AND HOLDING-OVER...............................18

XIX. HAZARDOUS AND TOXIC MATERIALS............................18

XX. DEFAULTS BY LANDLORD.....................................20

XXI. ATTORNEYS' FEES .........................................20

XXII. FORCE MAJEURE ...........................................20

XXIII. MISCELLANEOUS PROVISIONS.................................20

<PAGE> 3

LEASE

I. BASIC LEASE PROVISIONS

A. DATE OF LEASE:_______,19_____.

B. LANDLORD (hereafter referred to as "LANDLORD"):

EBS Building, L.L.C.

--------------------------

C. TENANT (hereafter referred to as "TENANT"):

Edison Brothers Stores, Inc.
501 North Broadway
St. Louis, Missouri 63102

D. BUILDING:

501 North Broadway
St. Louis, Missouri 63102

E. PREMISES: 260,060 square feet (hereinafter referred to as the
"RENTABLE AREA OF THE PREMISES") located on Floors 1 through 7
of the Building (more particularly shown on Exhibit "A"
attached hereto); plus a 1st Floor mezzanine area containing
approximately 9,421 square feet and a 2nd Floor mezzanine area
containing approximately 3,587 square feet, which areas will
be included as part of the Premises but not included in the
Rentable Area of the Premises. The "PREMISES" contain
approximately 273,068 square feet located as follows:

Floor 1 34,065 square feet
Floor 1(mezzanine) 9,421 square feet
Floor 2 25,187 square feet
Floor 2(mezzanine) 3,587 square feet
Floor 3 46,008 square feet
Floor 4 46,008 square feet
Floor 5 46,008 square feet
Floor 6 31,392 square feet
Floor 7 31,392 square feet
------
273,068 square feet

F. COMMENCEMENT DATE: The date (hereinafter referred to as the
"COMMENCEMENT DATE") on which Landlord first holds fee simple
title to the Building.

G. LEASE YEAR: A period of twelve consecutive calendar months,
the first Lease Year beginning on the Commencement Date and
extending through the last day of the twelfth (12th) full
calendar month following the Commencement Date. Subsequent
Lease Years will expire on the anniversary date of the first
Lease Year. If the Commencement Date occurs on the first day
of a month, the month in which such Commencement Date occurs
will be the first full calendar month of the first Lease Year.
If the Commencement Date occurs on other than the first day of
a month, the month following the month in which the
Commencement Date occurs will be the first full calendar month
of the first Lease Year.

H. LEASE TERM: The term of this Lease (hereinafter referred to as
the "LEASE TERM") will commence on the Commencement Date and
will expire at midnight on the last day of the third (3rd)
Lease Year (hereinafter referred to as the "EXPIRATION DATE").

<PAGE> 4

I. ANNUAL BASE RENT: $9.00 per square foot of Rentable Area of
the Premises per year during Lease Years 1-3 of the Lease
Term.

J. TENANTS PRO RATA SHARE: "TENANT'S PRO RATA SHARE" as used in
this Lease shall mean fifty-nine and eight-tenths percent
(59.8%), which is the quotient (expressed as a percentage)
derived by dividing the Rentable Area of the Premises (260,060
square feet) by the Rentable Area of the Building (434,136
square feet).

K. COMMON AREAS: Those portions of the Building intended for use
in common by Landlord, Tenant, the other tenants of the
Building and the employees, agents, concessionaires, vendors,
customers and invitees of each of them, such Common Areas to
include the portions of Floors 1 and 2 shown outlined in red
on Exhibit "B" attached hereto and, with respect to the other
Floors of the Building that are not occupied entirely by one
(1) tenant, the elevator lobby, toilet rooms, mechanical
rooms, common stairwells and common hallways on each such
Floor.

L. EXHIBITS:

1. EXHIBIT A: Floor plans depicting Floors 1 through 7 of
the Building and indicating the Rentable
Floor Area on each Floor.

2. EXHIBIT B: Floor plans depicting Floors 1 and 2 of the
Building and showing the "Common Areas" on
each Floor outlined in red, the "Meeting
and Media Areas" crosshatched in green and
the "Atrium" cross-hatched in blue.

3. EXHIBIT C: A plan showing the "St. Louis Centre Access
Area" outlined in red.

4. EXHIBIT D: Floor plans depicting levels B-1 and B-2 of
the Building's parking garage.

5. EXHIBIT E: Building Rules and Regulations.

6. EXHIBIT F: A plan showing the 11th Floor conference
area.

II. LEASE OF PREMISES

For and in consideration of the rental and of the covenants and
agreements hereinafter set forth to be kept and performed by Landlord and
Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the premises as described in Section I.E. (referred to herein as the "PREMISES")
which are contained in the building (which, together with the land on which such
building is located and an appurtenances thereto, is referred to herein as the
"BUILDING") located at 501 North Broadway, St. Louis, Missouri, for the term and
upon the conditions provided in this Lease.

Tenant has taken possession of the Premises and is conclusively deemed
to have accepted the Premises in the condition existing on the Commencement Date
and to have waived all claims against Landlord relating to the condition of the
Premises and the Building on the Commencement Date. Landlord hereby waives all
claims against Tenant relating to the condition of the Premises and the Building
on the Commencement Date. No agreement of Landlord or Tenant to alter, remodel,
decorate, clean or improve the Premises or the Building and no representation
regarding the condition of the Premises or the Building has been made by or on
behalf of Landlord or Tenant, except as stated in this Lease.

The Rentable Area of the Premises shall be as stated in Section I.E. In
the event the Rentable Area of the Premises is hereafter expanded or reduced so
as to be more or less than the area described in Section I.E. the Annual Base
Rent shall be proportionately adjusted on the basis of the per square foot
Annual Base Rent as set forth in Section I.I.

The "COMMON AREAS" shown outlined in red on Exhibit "B" hereto, as well
as the Common Areas located on other Floors of the Building, will be provided
and maintained by Landlord during the Lease Term as areas for use by Tenant in
common with Landlord, the other

<PAGE> 5

tenants or occupants of the Building and the employees, agents, concessionaires,
vendors, customers and invitees of each of them and Tenant is hereby granted the
non-exclusive right to use and enjoy all such Common Areas in and around the
Building during the Lease Term. The Common Areas, including the Meeting and
Media Areas and the Atrium, will continue during the Lease Term to be used for
the same purposes and in the same manner as those areas are being used at the
date of this Lease.

Tenant shall have the exclusive right to conduct "special events", such
as rallies, meetings, fashion shows, special sales and promotions, receptions,
parties and luncheons in the Atrium from time to time as Tenant deems
appropriate. Tenant shall be permitted to decorate the Atrium as Tenant sees fit
for any such special event, but Tenant shall be responsible for removing such
decorations and restoring the Atrium to its customary configuration and
condition immediately following any such special event. No other person or
entity will be permitted to use or control the Atrium to the exclusion of Tenant
and, except for Tenant's special events, the Atrium will be maintained at all
times by Landlord in a manner that will minimize noise or other interruptions of
or distractions from the business being conducted by Tenant in the Premises.

The personal property located in and/or serving the Atrium and the
Meeting and Media Areas will continue to be owned and maintained by Tenant. Such
property includes, without limitation, tables, chairs, benches, plants and other
decorative items, cooking equipment and utensils, electronic and audio-visual
equipment. Tenant may remove or replace any such property or equipment at any
time.

No modification, alteration or addition to the Common Areas of the
Building will be permitted without the advance written consent of Tenant, which
consent will not be unreasonably withheld.

No change in the decor or ambiance of the Atrium or Meeting and Media
Areas will be permitted without the advance written consent of Tenant, which
consent will not be unreasonably withheld.

Scheduling of the use of the Meeting and Media Areas will remain under
the control of Tenant during the Lease Term. Tenant will use reasonable efforts
to accommodate the needs of Landlord and the other tenants of the Building with
regard to their use of the Meeting and Media Areas.

The St. Louis Centre Access Area (the "ACCESS AREA") shown outlined in
red on Exhibit "C" hereto will be considered a Common Area for all purposes
hereunder even though it is not a part of the Building. The Access Area is
presently leased by Tenant from the Land Clearance For Redevelopment Authority
of the City of St. Louis (the "LCRA") pursuant to a lease dated December 22,
1982 (the "ACCESS LEASE"). The Access Lease is for a term of twenty (20) years
plus ten (10) consecutive options to extend the term of five (5) years each (the
"ACCESS Term"). The Access Area will be subleased to Landlord by Tenant for a
term corresponding to the Access Term. Rent payable by Landlord pursuant to such
sublease will be Zero Dollars ($0.00) for so long as Tenant occupies all or any
portion of the Premises. Thereafter, Landlord shall pay directly to the LCRA, as
rent for the Access Area, that portion of the rent and other charges payable
pursuant to the Access Lease that is attributable to the Access Area. The intent
of the parties is that Tenant should have no responsibility whatsoever for the
Access Area if Tenant does not lease or occupy any portion of the Building. The
Access Area will be maintained by Landlord during the Lease Term as a means of
access to and from the Building and the St. Louis Centre and St. Louis Centre
Garage. Security will be provided by Landlord controlling access to the Building
from the St. Louis Centre and St. Louis Centre Garage in substantially the same
manner as is provided at the date of this Lease.

Tenant shall have the right to occupy the 8th Floor of the Building and
a conference area located on the 11th Floor of the Building (more particularly
shown on Exhibit F attached hereto) on a rent-free basis for a period of up to
one (1) year from and after the Commencement Date. Notwithstanding the
foregoing, if (i) Landlord leases all or any part of the 8th Floor to any third
party, Landlord shall promptly notify Tenant in writing and Tenant shall
thereafter vacate the 8th Floor or such portion thereof as has been leased by
Landlord within Sixty (60) days after the date of such notice, and (ii) Landlord
leases the 11th Floor conference area to any third party,

<PAGE> 6

Landlord shall promptly notify Tenant in writing and Tenant shall thereafter
vacate the 11th Floor conference area within five (5) days after the date of
such notice.

III. RIGHT OF FIRST REFUSAL

If, at any time after the date of this Lease and while this Lease is in
full force and effect, Landlord should receive from a bona fide, arm's-length
prospective tenant a bona fide written offer ("BONA FIDE OFFER") to lease any
space in the Building that is available for lease (the "OFFER SPACE"), and
should Landlord desire to accept the Bona Fide Offer, Landlord shall first make
a written offer (the "TENANT OFFER") to lease the Offer Space to Tenant at the
rent and upon the terms and conditions set forth in the Bona Fide Offer. The
Tenant Offer shall be accompanied by a copy of the Bona Fide Offer. Tenant may
accept the Tenant Offer by service of notice of acceptance on Landlord on or
before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant
(the "ACCEPTANCE PERIOD"). If the Tenant Offer is accepted, Landlord and Tenant
will, within ninety (90) days following the date of Tenant's notice of
acceptance, enter into a lease of the Offer Space in the form of this Lease, but
substituting only the terms of the Bona Fide Offer to the extent such terms are
inconsistent with the terms of this Lease. If Tenant fails to fully and timely
accept the Tenant Offer as herein provided, Landlord may lease the Offer Space
to the bona fide prospective tenant making the Bona Fide Offer in accordance
with the terms thereof; provided, however, that if Landlord fails to consummate
the lease of the Offer Space on the same terms and conditions as are set forth
in the Bona Fide Offer within ninety (90) days following the expiration of the
Acceptance Period, the Offer Space shall again be subject to Tenant's right of
first refusal.

IV. PARTIAL SURRENDER

Tenant shall have the right, upon at least nine (9) months written
notice to Landlord, to surrender the sixth (6th) floor of the Building to
Landlord. Tenant shall also have the right, independent of the right granted in
the previous sentence, upon at least nine (9) months written notice to Landlord,
to surrender the seventh (7th) floor of the Building to Landlord. Tenant will
vacate any space thus surrendered in accordance with Section XVIII below,
whereupon this Lease will be deemed automatically amended so as to remove the
surrendered space from the Premises and the Rentable Area of the Premises for
all purposes, including the payment of Annual Base Rent and Additional Base
Rent.

VI. RENT

Commencing with the Commencement Date Tenant agrees to pay as Rent for
the Premises, at the times and in the manner hereinafter provided and without
offset or reduction of any kind whatsoever, the following sums of money.

A. ANNUAL BASE RENT: The Annual Base Rent set forth in Section I.I
shall be payable in twelve (12) equal monthly installments during each Lease
Year in advance, on the-first day of each calendar month. Should the
Commencement Date occur on a day of the month other than the first day of such
month, then the rental for the first fractional month shall be prorated based
upon a thirty (30) day month.

B. ADDITIONAL BASE RENT: During each Lease Year of the Extension Period
(as defined in Section XI below), Tenant shall pay to Landlord, as Additional
Base Rent hereunder, Tenant's Pro Rata Share of the amount, if any, by which
Basic Costs (hereinafter defined) for the applicable Lease Year exceed Basic
Costs for the Base Year. "BASE YEAR" shall mean the third (3rd) Lease Year of
the Lease Term. Tenant's Pro Rata Share of such excess, if any, for any such
Lease Year is hereinafter referred to as the "EXCESS". In the event that Basic
Costs in any such Lease Year decrease below the amount of Basic Costs for the
Base Year, Tenant's Pro Rata Share of Basic Costs for such Lease Year shall be
deemed to be $0.

Tenant shall pay to Landlord, on the first day of each month during the
Extension Period, an estimated payment on account of Additional Base Rent for
the current Lease Year in the amount Landlord shall reasonably specify from time
to time by written notice to Tenant.

Within sixty (60) days following the end of each Lease Year during the
Extension Period, Landlord shall provide to Tenant a statement (a "STATEMENT")
of the actual Basic Costs

<PAGE> 7

associated with the Building during the Lease Year just concluded and the amount
of the Excess, if any, for such Lease Year. On or before thirty (30) days after
delivery of such Statements, Tenant will pay to Landlord the Excess, if any,
attributable to such Lease Year, minus any monthly installments of Additional
Base Rent previously paid by Tenant to Landlord for such Lease Year.

If the monthly installments of Additional Base Rent actually paid by
Tenant for any Lease Year prove to be in excess of the actual Excess for such
Lease Year, then Landlord shall apply any such excess amount as a credit against
Tenant's estimated Additional Base Rent or Base Rent next becoming due and
payable hereunder, or if no further Additional Base Rent or Base Rent will be
due hereunder and Tenant is not in default hereunder, promptly refund such
overpayment to Tenant. Failure or delay in delivering any Statement, or failure
or delay in computing the Excess, shall not be deemed a waiver by Landlord of
its right to deliver such items nor shall any such failure or delay be deemed a
release of Tenant's obligations with respect to any Statement, or constitute a
default hereunder. The provisions of this paragraph shall survive the expiration
of the Lease Term or the termination of this Lease.

Notwithstanding the above, Tenant will in no event be responsible to
pay any portion of any Excess for any Lease Year that is more than three percent
(3%) of the Basic Costs actually paid by Landlord during the immediately
preceding Lease Year.

"BASIC COSTS" shall mean all costs and expenses paid or incurred in
each Lease Year in connection with owning, operating, managing, maintaining and
repairing the Building, including, but not limited to, the following:

1. All labor costs for all persons performing services
required or utilized in connection with the operation, management,
repair, maintenance and control of access to the Building, including
but not limited to amounts incurred for wages, salaries and other
compensation for services, payroll, social security, unemployment and
other similar taxes, workers' compensation insurance, uniforms,
training, disability benefits, pensions, hospitalization, retirement
plans, group insurance or any other similar or like expenses or
benefits.

2. All rental and/or purchase costs of materials, supplies,
tools and equipment used in the operation, management, repair,
maintenance and control of access to the Building.

3. All amounts charged to Landlord by contractors and/or
suppliers for services, materials, equipment and supplies furnished in
connection with the operation, repair, maintenance, and control of
access to any part of the Building, including, without limitation, the
heating, air conditioning, ventilating, plumbing, electrical elevator
and other systems and equipment.

4. All insurance premiums and costs paid by Landlord for fire
and extended coverage insurance, earthquake and extended coverage
insurance, liability and extended coverage insurance, rental loss
insurance, elevator insurance, boiler insurance and other insurance
customarily carried from time to time by lessors of comparable office
buildings in downtown St. Louis.

5. Charges for all utilities, including but not limited to
water, electricity, gas and sewer, but excluding those charges for
which Landlord is otherwise reimbursed by Tenant or by other tenants.

6. "TAXES," which, for purposes hereof, shall mean: (a) all
real estate taxes and assessments on the Building or the Premises, and
taxes and assessments levied in substitution or supplementation in
whole or in part of such taxes, (b) all personal property taxes for the
Building's personal property, including license expenses, (c) all other
taxes, fees or assessments now or hereafter levied by any governmental
authority on the Building or its contents or on the operation and use
thereof (except as relate to specific tenants), and (d) all costs and
fees incurred in connection with seeking reductions in or refunds of
Taxes (whether or not successful) including, without limitation, any
costs incurred by Landlord to challenge the tax valuation of the
Building, but excluding income taxes. For

5
<PAGE> 8

the purpose of determining real estate taxes and assessments for any
given year, the amount to be included in Taxes for such year shall be
as follows: (1) with respect to any special assessment that is payable
in installments, Taxes for such year shall include the amount of the
installment due and payable during such year; and (2) with respect to
all other real estate taxes, Taxes for such year shall be the amount
due and payable for such year. If a reduction in Taxes is obtained for
any year of the Lease Term, then Basic Costs for such year will be
retroactively adjusted and Landlord shall promptly refund to Tenant its
Pro Rata Share of such reduction.

7. The cost of all maintenance service pursuant to written
agreements, including those for equipment, alarm service, window
cleaning, drapery or venetian blind cleaning, janitorial services, pest
control, uniform supply, plant maintenance and landscaping.

8. The cost of all repairs and general maintenance of the
Building neither specified above nor directly billed to tenants.

9. The amortized cost of capital improvements made to the
Building which are: (a) primarily for the purpose of reducing operating
expense costs or otherwise improving the operating efficiency of the
Building; or (b) required to comply with any laws, rules or regulations
of any governmental authority or a requirement of Landlord's insurance
carrier. The cost of such capital improvements shall be amortized over
the useful life of such improvements consistent with the guidelines
established by the Internal Revenue Service.

10. Legal expenses; provided, however, that legal expenses
shall not include the cost of negotiating leases, collecting rents,
evicting tenants nor shall it include costs incurred in legal
proceedings with or against any tenant or to enforce the provisions of
any lease (other than the Building rules and regulations).

Specifically excluded from "Basic Costs" are the following:

(1) Repairs or other work occasioned by (i) fire, windstorm, or
other casualty to the extent Landlord receives insurance
proceeds therefor (except to the extent that lack of proceeds
is due to Landlord's failure to carry insurance as required
hereunder or Landlord's use of deductibles or self-insurance),
or (ii) the exercise of the right of eminent domain to the
extent Landlord receives a condemnation award therefor;

(2) Leasing commissions, brochures, marketing supplies, attorneys'
fees, costs, and disbursements and other expenses incurred in
connection with seeking tenants for the Building and
negotiation of leases with prospective tenants;

(3) Rental concessions granted to specific tenants and expenses
incurred in renovating or otherwise improving or decorating,
painting, or redecorating space for specific tenants;

(4) Landlord's cost of electricity and other services sold or
provided to tenants in the Building and for which Landlord is
entitled to be reimbursed by such tenants as a separate
additional charge or rental over and above the base rental or
additional base rental payable under the lease with such
tenant;

(5) Overhead and profit increment paid to subsidiaries or other
affiliates of Landlord for services on or to the Building
and/or Premises to the extent only that the costs of such
services exceed the competitive cost for such services;

(6) All items (including repairs) and services for which Tenant or
other tenants pay directly to third parties or for which
Tenant or other tenants reimburse Landlord (other than through
Basic Costs);

(7) Advertising and promotional expenditures;

6
<PAGE> 9

(8) Costs incurred in connection with the sale, financing,
refinancing, mortgaging or sale of the Building, including
brokerage commissions, attorneys' and accountants' fees,
closing costs, title insurance premiums, transfer taxes and
interest charges;

(9) Costs, fines, interest, penalties, legal fees or costs of
litigation incurred due to the late payments of taxes,
utilities bills and other costs incurred by Landlord's failure
to make such payments when due unless such failure is due to
Landlord's good faith and reasonable efforts in contesting the
amount of such payments;

(10) Costs incurred by Landlord for trustee's fees, organizationa1
expenses and accounting fees to the extent relating to
Landlord's general corporate overhead and general
administrative expenses;

(11) Costs and fees charged or incurred by Landlord for or
attributable to the management of the Building, however such
costs or fees may be characterized, computed or expressed;

(12) Any penalties or liquidated damages that Landlord pays to
Tenant under this Lease or to any other tenants in the
Building under their respective leases;

(13) Attorneys' fees, costs and disbursements and other expenses
incurred in connection with negotiations or disputes with
tenants or other occupants of the Building or with prospective
tenants (other than attorneys' fees, costs and disbursements
and other expenses incurred by Landlord in seeking to enforce
Building rules and regulations);

(14) Capital expenditures of any kind other than those included in
paragraph 9 of the definition of Basic Costs recited above.

Landlord shall maintain books and records of Basic Costs in accordance
with sound accounting and management practices, which records shall be available
to Tenant for inspection and audit, at Tenant's expense, at the Building during
normal business hours upon reasonable prior notice. Notwithstanding the
foregoing, Tenant shall not be entitled to claim a readjustment in respect of
Tenant's payment of Additional Base Rent for any Lease Year unless a notice to
such effect shall be delivered to Landlord within ninety (90) days after the
delivery of the Statement for such Lease Year.

C. RENT TAX: In addition to Annual Base Rent, Additional Base Rent and
other charges to be paid by Tenant hereunder, Tenant shall reimburse to
Landlord, within 30 days of receipt of a demand therefore, any and all taxes,
charges, and/or surcharges payable by Landlord (other than a tax on net income)
whether or not now customary or within the contemplation of the parties hereto
(a) upon, allocable to, or measured by the Rentable Area of the Premises or on
the rent payable hereunder, including without limitation any gross income tax or
excise tax levied by the State, any political subdivision thereof, City or
Federal Government with respect to the receipt of such rent; or (b) upon or with
respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; or (c) upon this transaction or any document to which Tenant is a party
creating or transferring an interest or an estate in the Premises.

Tenant also agrees to pay, before delinquency, any and all taxes levied
or assessed and which become payable during the term hereof upon or measured by
the value of Tenant's equipment, furniture, fixtures and personal property
located in the Premises. Tenant shall comply with the provisions of any law,
ordinance or rule of the taxing authorities which requires Tenant to file a
report of Tenant's property located in the Premises.

D. The term "RENT" in this Lease shall be defined to include the Base
Annual Rent, Additional Base Rent and all other charges payable by Tenant to
Landlord under this Lease. If such amounts or charges are not paid at the time
provided in this Lease, they shall bear interest from the date due until paid at
a rate of 1.5% per month or the maximum rate of interest permitted by law on the
date of execution of this Lease, whichever is less, in order to reimburse
Landlord for the loss Tenant agrees Landlord will incur by reason of Tenant's
failure to pay that amount in a timely manner. In addition, Landlord shall have
all of the rights available to it at law

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and equity for the collection of rent to collect such overdue amounts. If no due
date is set forth for any amount payable hereunder, such amount shall be paid
within twenty (20) days from the date Landlord renders statements of account.

VI. UTILITIES AND SERVICES

Landlord and Tenant acknowledge that utilities and services are
presently provided to the Building and the Premises on an "around the clock"
basis. Landlord agrees to operate and maintain the Building as a full service
building throughout the Lease Term. Landlord will continue to provide utilities
and services to or for the benefit of the Premises in substantially the same
fashion, quality and capacity and during substantially the same times as such
utilities and services are provided to or for the benefit of the Premises at the
date of this Lease. Such utilities and services will be provided by Landlord as
part of Basic Costs and will include the following:

A. ELECTRIC: Landlord shall furnish the same total connected load of
electricity during the same days and hours as is being provided to the Premises
at the date of this Lease.

If Tenant shall require electric service in excess of that which is
being provided at the date of this Lease, Tenant shall first procure the consent
of Landlord for the use thereof, which consent Landlord may not unreasonably
refuse to grant. Landlord may require that an electric current meter be
installed in the Premises so as to measure the amount of such excess electric
current consumed and the demand load. The cost of providing the additional
service, the meter and its installation, maintenance and repair shall be paid
for by Tenant. Tenant agrees to pay Landlord promptly upon demand the cost of
all such electric current consumed as reasonably determined by Landlord or as
shown by said meters, at the rates (including any surcharges, taxes, etc.)
charged for such services by the City, agency, private utility or the local
public utility, as the case may be, furnishing the same.

B. HEATING AND AIR CONDITIONING: Landlord shall provide seasonable
heating and air conditioning in the Premises in the same manner, on such days
and during such hours as heating and air conditioning are being provided to the
Premises at the date of this Lease.

C. WATER AND TOILET SERVICE: Landlord shall provide and maintain
drinking water and toilet facilities in their existing locations in the Building
for use by Tenant, its employees and customers.

D. JANITORIAL AND WINDOW WASHING: Landlord shall continue to provide
full service janitorial and window washing services to the Premises consistent
with premier corporate headquarters and/or Class A multi-tenant facilities.

E. ELEVATOR SERVICE: Landlord shall provide passenger and freight
elevator service in the same manner, on such days and during such hours as such
service is being provided at the date of this Lease. Landlord shall dedicate
four (4) of the Building's passenger elevators to serve Floors 1 through 7
exclusively. None of the other passenger elevators will be permitted to stop on
Floors 2 through 7. Tenant shall comply with all reasonable rules and
regulations governing elevator service.

F. PHONE SERVICE: Telephone service and its costs shall be the
responsibility of Tenant.

G. SECURITY: Landlord shall provide access to the Premises and the
Building and security service for the benefit of the Premises and the Building
in the same manner, on such days and during such hours as such service is being
provided at the date of this Lease.

H. PARKING: Landlord will provide and maintain the parking garage
located in the Building throughout the Lease Term for the use of Tenant and
other tenants of the Building. Tenant shall have the right to utilize all of the
80 parking spaces on Level B-1 of the Building's garage and, in addition, spaces
200-223 located on Level B-2 at no cost to Tenant. Such parking areas and spaces
are shown on Exhibit `D" attached hereto as a part of this Lease. All cars shall
be parked at the sole risk of the Tenant and Landlord shall not be liable for
damage or loss to any automobile or the contents thereof. Tenant shall furnish
to Landlord a list of employees entitled to park in the Building's garage and
the license number of all vehicles that will use the Building's

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<PAGE> 11

garage. Tenant and each of its authorized employees shall comply with all
reasonable and non-discriminatory rules and regulations of the parking garage.

L VENDING: Landlord shall provide and maintain vending facilities on
each Floor of the Building in locations existing at the date of this Lease and
providing service substantially identical to that being provided at the date of
this Lease.

J. NON-LIABILITY: Except in cases involving the willful or negligent
act or omission of Landlord, its employees, agents or contractors, Landlord
shall not be liable for, and Tenant shall not be entitled to, any damages,
actual or consequential, by reason of Landlord's failure to furnish any
utilities or services when such failure is caused by accidents, breakage,
repairs, strikes, lockouts or other labor disturbances or labor disputes of any
character, or by any other cause, similar or dissimilar, beyond the reasonable
control of Landlord, nor shall such interruption be construed as a constructive
or other eviction of Tenant.

Notwithstanding the foregoing, if: (i) Landlord ceases to furnish any
service in the Building for a period in excess of two (2) consecutive days, (ii)
such cessation does not arise as a result of an act or omission of Tenant, (iii)
such cessation is not caused by a fire or other casualty, and (iv) as a result
of such cessation, the Premises or a material portion thereof is rendered
untenantable (meaning that Tenant is unable to use the Premises in the normal
course of its business) and Tenant in fact ceases to use the Premises, or a
material portion thereof, then Tenant, as its sole remedy, shall be entitled to
receive an abatement of Base Rent and Additional Base Rent payable hereunder
during the period beginning on the third (3rd) consecutive day of such cessation
and ending on the day when the service in question has been restored. In the
event the entire Premises has not been rendered untenantable by the cessation in
service, the amount of abatement that Tenant is entitled to receive shall be
prorated based upon the percentage of the Premises so rendered untenantable and
not used by Tenant.

K. ADDITIONAL SERVICE: Landlord shall in no event be obligated to
furnish any services or utilities, other than those specified above. If Landlord
elects to furnish services or utilities requested by Tenant in addition to those
specified above, Tenant shall pay Landlord's then prevailing rates for such
services and utilities within ten (10) days after receipt of Landlord's invoices
therefor. If Tenant shall fail to make any such payment, Landlord may, without
notice to Tenant and in addition to Landlord's other remedies under this Lease,
discontinue any or all of the additional services.

VII. USE

The Premises may be used for general office purposes only and for no
other purpose without the prior written consent of Landlord.

Tenant will maintain the Premises in a clean and healthful condition,
and comply with all laws, ordinances, orders, rules and regulations of any
governmental entity with reference to the use, condition, configuration or
occupancy of the Premises, including without limitation, the Americans With
Disabilities Act (collectively referred to as "LAWS"). Tenant shall provide
Landlord with copies of any notices its receives with respect to a violation or
alleged violation of any Laws. Tenant will comply with the rules and regulations
of the Building attached hereto as Exhibit E and such other reasonable and
nondiscriminatory rules and regulations as may be adopted by Landlord from time
to time.

Tenant shall not do, permit or suffer any act or thing which is
injurious to the Premises or the Building, which is immoral, a nuisance,
contrary to Laws or in violation of the certificate of occupancy issued for the
Building or which would result in the cancellation of, or any increase in
premiums for, insurance maintained by Landlord with respect to the Premises or
the Building.

VIII. INSURANCE

A. Landlord shall insure the Building against loss or damage by fire
and broad form extended coverage perils, and shall carry public liability
insurance, all in such reasonable amounts with such reasonable deductibles as
would be carried by a prudent owner of a similar building in the downtown St.
Louis area. Landlord may carry any other forms of insurance as it may deem
advisable. Tenant shall have no right to any proceeds from such policies.
Landlord shall not carry

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<PAGE> 12

any insurance on any of Tenant's personal property, and shall not be obligated
to repair or replace any of it.

B. Tenant shall procure and maintain policies of insurance, at its own
cost and expense, insuring:

1. against all claims, demands or actions for injury to or
death of any person in an amount of not less than $1,000,000.00, for
injury to or death of more than one person in any one accident to the
limit of $2,000,000.00, and for damage to property in an amount of not
less than $100,000.00 made by, or on behalf of, any person or persons,
firm or corporation arising from, related to or connected with the
Premises, covering Landlord as an additional insured;

2. personal property of Tenant or the personal property of
others kept, stored or maintained on the Premises against loss or
damage by fire, windstorm or other casualties. (Landlord shall have no
rights to proceeds from such personal property insurance.)

3. such other insurance as Landlord may reasonably require
from time to time.

C. All insurance policies procured by Tenant shall be issued by
responsible insurance companies satisfactory to Landlord and shall name Landlord
as an additional insured (as its interest may appear). Certificates of such
policies, together with receipt evidencing payment of the premiums, shall be
delivered to Landlord prior to the Commencement Date. Not less than thirty (30)
days prior to the expiration date of such policies, certificates of renewal
thereof (bearing notations evidencing the payment of the renewal premiums) shall
be delivered to Landlord. Such policies shall further provide that not less than
thirty (30) days' written notice shall be given to Landlord before any such
policy may be canceled or changed to reduce the insurance coverage provided
thereby.

D. Certificates of insurance policies procured by Landlord, together
with receipt evidencing payment of the premiums, shall be delivered to Tenant
prior to the Commencement Date. Not less than thirty (30) days prior to the
expiration date of such policies, certificates of renewal thereof (bearing
notations evidencing the payment of the renewal premiums) shall be delivered to
Tenant.

Notwithstanding any other provision of this Lease to the contrary, and
without limitation of the provisions of this Section VIII, whenever (a) any
loss, cost, damage or expense resulting from fire, explosion or any other
casualty or occurrence is incurred by either of the parties hereto, or anyone
claiming by, through, or under it in connection with the Building or the
Premises, and (b) such party then is covered in whole or in part by insurance
with respect to such loss, cost, damage or expense or is required under this
Lease to be so insured, then the party so insured (or so required) hereby waives
any claims against and releases the other party from any liability said other
party may have on account of such loss, cost, damage or expense to the extent of
any amount recovered by reason of such insurance (or which could have been
recovered had such insurance been carried as so required). The parties agree to
furnish to each insurance company which has or will issue policies of casualty
insurance on the Building or the leasehold improvements in the Premises, written
notice of said waivers and to have the insurance policies properly endorsed, if
necessary, to acknowledge such subrogation waivers. Such release of liability
and waiver of the right of subrogation shall not be operative in any case where
the effect thereof is to invalidate such insurance coverage or increase the cost
thereof (except that in the case of increased cost, the other party shall have
the right, within thirty (30) days following written notice, to pay such
increased cost, thereby keeping such release and waiver in full force and
effect).

IX. REPAIRS AND MAINTENANCE; ALTERATIONS

Landlord, at its expense, which expense will not be included in Basic
Costs and will not be subject to reimbursement or contribution by Tenant, agrees
to keep, maintain and replace, if necessary, (A) the foundations, exterior
walls, roof, roof membrane and roof covering (including interior ceilings if
damaged by leaking) of the Building, (B) the sprinkler mains, plumbing, electric
and other utility lines serving the Building or connecting the Premises and the
Building, and (C)

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the major components of the heating, ventilating and air conditioning system
serving the Building (the "HVAC") in good condition and repair.

Landlord, at its expense and as a part of Basic Costs, agrees to keep,
maintain and replace, if necessary, the entrance and Common Areas of the
Building, including, but not limited to, the plumbing systems, electrical
systems and toilet facilities, whether by way of janitorial maintenance or
service contracts, or otherwise.

In the event of the failure of Landlord to comply with the terms of
this Section IX within ten (10) days after Landlord has received written notice
from Tenant of such failure or if compliance cannot reasonably be completed
within such ten (10) day period and Landlord shall fail to commence such
compliance within three (3) days after notice and proceed diligently thereafter,
then Tenant may prosecute such compliance itself and Landlord shall be obligated
to reimburse Tenant for the reasonable cost thereof within five (5) days after
receipt of a statement from Tenant accompanied by copies of invoices or other
supporting documentation. Notwithstanding the foregoing, in the case of an
emergency (such as, without limitation, a leaky roof or HVAC breakdown), Tenant
shall have the right to prosecute immediately any and all necessary repairs and
shall deliver contemporaneous notification to Landlord of the emergency and
related repairs; provided, further, that if contemporaneous notice is not
practicable, as determined by Tenant in its reasonable judgment, then Tenant
shall provide such notice as soon thereafter as reasonably practicable. In no
event shall Tenant have the right to offset the cost of any such repairs against
Rent due hereunder.

Notwithstanding anything to the contrary contained herein, Tenant shall
reimburse Landlord for the cost of performing any of said maintenance or repairs
caused by the negligence of Tenant, its employees, agents, subtenants,
contractors or invitees.

Tenant, at Tenant's sole cost and expense, shall maintain the Premises
in good order, condition and repair, including, but not limited to, the interior
surfaces of the ceilings, walls and floors, all doors, interior windows, and
interior glass surfaces, all plumbing pipes, electrical wiring, switches,
fixtures, and items and equipment. Tenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford Tenant the right
to make repairs at Landlord's expense or to terminate this Lease because of
Landlord's failure to keep the Premises in good order, condition and repair.

Tenant shall not make any alterations to the exterior of the Premises
or to any structural portions of the Building for which Landlord has maintenance
responsibility. Tenant shall be permitted to make other interior, nonstructural
alterations, additions and improvements to the Premises without Landlord's prior
consent. All alterations, additions and improvements to the Premises erected by
Tenant which are in the nature of real property shall be and remain the property
of Tenant during the term of this Lease; provided, however, that such
alterations, additions and improvements shall become the property of Landlord as
of the Expiration Date or upon earlier termination of the Lease. With respect to
furniture, fixtures, equipment and improvements erected by Tenant which are in
the nature of personal property, Tenant shall remove all such items and restore
the Premises to its original condition by the Expiration Date or upon earlier
termination of the Lease. All such removals and restoration shall be
accomplished in a good workmanlike manner by contractors approved in writing by
Landlord so as not to damage the primary structure or structural qualities of
the Building. All alterations, additions or improvements proposed by Tenant
shall be constructed in accordance with all governmental laws, ordinances, rules
and regulations.

X. MECHANICS LIENS

Tenant shall not suffer or permit any mechanic's lien or other lien to
be filed against the Building, or any portion thereof, by reason of work, labor,
skill, services, equipment or materials supplied or claimed to have been
supplied to the Building at the request of Tenant, or of anyone holding the
Building, or any portion thereof, by through or under Tenant. If any such
mechanic's lien or other lien at any time shall be filed against the Building or
any portion thereof, Tenant, within thirty (30) days after the date Tenant first
becomes aware of the filing of the same, at Tenant's election, shall cause said
lien either to be discharged of record or to be bonded over in a manner which is
reasonably acceptable to Landlord. If Tenant shall fail to discharge such
mechanic's lien or other lien or to provide security or an indemnity covering
potential liability

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<PAGE> 14

arising out of such lien within such period, then Landlord may, but shall not be
obligated to, discharge the same by paying to the claimant the amount claimed to
be due or discharge such lien in such manner as is now or may in the future be
provided by present or future law for the discharge of such lien as a lien
against the Building. Any amount paid by Landlord, or the value of any deposit
so made by Landlord, together with all costs, fees and expenses in connection
therewith (including reasonable attorneys' fees), shall be repaid by Tenant to
Landlord within thirty (30) days after demand therefor. Tenant shall indemnify,
defend and hold harmless Landlord and the Building from all losses, costs,
damages, expenses, liabilities, suits, penalties, claims, demands and
obligations, including, without limitation, reasonable attorneys' fees,
resulting from the assertion, filing, foreclosure or other legal proceedings
with respect to any such mechanic's lien or other lien.

XI. OPTION TO EXTEND

Subject to the provisions hereinafter set forth in this Section XI, and
provided that Tenant is not in default hereunder at any time from the exercise
of the option until the Expiration Date, Landlord hereby grants Tenant the
option to extend the Lease Term on the same terms, conditions and provisions as
contained in this Lease, except as otherwise expressly provided herein, for one
(1) period of either one (1) year (the "ONE YEAR EXTENSION PERIOD") or seven (7)
years (the "SEVEN YEAR EXTENSION PERIOD"). Such period, regardless of its
duration, may also be referred to herein generally as the "EXTENSION PERIOD").
If exercised in accordance herewith, the Extension Period shall commence on the
first (1st) day after the Expiration Date.

If Tenant delivers an "Extension Notice" as hereinafter provided, the
Lease Term shall be extended on the same terms, conditions and provisions as
contained herein except that the Annual Base Rent during the One Year Extension
Period, if elected by Tenant, shall be $12.00 per square foot of Rentable Area
of the Premises per year, and the Annual Base Rent during the Seven Year
Extension Period, if elected by Tenant, shall reflect the "Prevailing Market"
rate, as determined in accordance with this Section XI.

Not less than twelve (12) months prior to the Expiration Date, Tenant
may request, by written notice to Landlord (the "PRELIMINARY NOTICE"), that
Landlord determine the Prevailing Market rate for the Premises as it would be
during the Seven Year Extension Period if Tenant elected to exercise its option
for such Seven Year Extension Period. Within ten (10) days following Landlord's
receipt of the Preliminary Notice, Landlord will notify Tenant of such
Prevailing Market rate as reasonably determined by Landlord. If Tenant does not
agree with Landlord's determination of such Prevailing Market rate, Tenant, by
written notice to Landlord (the Arbitration Notice") within five (5) days after
being advised of Landlord's determination of the Prevailing Market rate, shall
have the right to have the Prevailing Market rate determined using the following
procedures:

If Tenant provides Landlord with an Arbitration
Notice, each party shall, at its own expense, select
and retain an appraiser, with the qualifications set
forth below and notify the other party of its
selection within ten (10) days after Landlord's
receipt of the Arbitration Notice. Each appraiser so
selected shall be certified as an MAI appraiser or as
an ASA appraiser and shall have had at least three
(3) years experience within the previous ten (10)
years as a real estate appraiser working in the
downtown St. Louis area, with working knowledge of
current rental rates and practices. For purposes of
this Lease, an "MAI" appraiser means an individual
who holds an MAI designation conferred by, and is an
independent member of, the American Institute of Real
Estate Appraisers (or its successor organization, or
in the event there is no successor organization, the
organization and designation most similar), and an
"ASA" appraiser means an individual who holds the
Senior Member designation conferred by, and is an
independent member of, the American Society of
Appraisers (or its successor organization, or, in the
event there is no successor organization, the
organization and designation most similar). Within
thirty (30) days after Landlord's receipt of the
Arbitration Notice, each appraiser shall determine
the Prevailing Market rate and shall notify the other
appraiser and both parties of such appraiser's
determination. In the event only one

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party selects an appraiser and notifies the other
party of its selection during the ten (10) day period
specified above, and such party's appraiser gives
such notice within the thirty (30) day period, or in
the event an appraiser duly selected by one party
fails to give such notice within the thirty (30) day
period, then the determination of the Prevailing
Market rate made by the selected appraiser who gave
such notice shall be deemed to be the Prevailing
Market rate. If the determination of the appraisers
are within five percent (5%) of each other, the
Prevailing Market rate shall be the average of the
two (2) determinations. If both appraisers notify
each other and both of the parties of their
respective determination of the Prevailing Market
rate within the thirty (30) day period, and their
determinations do not agree within five percent (5%)
on the Prevailing Market rate, then within fifteen
(15) days after both appraisers notify both parties
of their respective determination of the Prevailing
Market rate, each party will cause the appraiser
selected by it to confer with the other appraiser and
the two (2) appraisers shall select a third appraiser
(the "THIRD APPRAISER") having the qualifications set
forth above. In the event the appraisers selected by
Landlord and Tenant cannot agree upon the Third
Appraiser within such fifteen (15) day period, each
party will, within ten (10) days thereafter, cause
the appraiser selected by it to supply the name of
one (1) appraiser having the qualifications as set
forth above, and a representative of Landlord, with a
representative of Tenant present, shall make a blind
draw of one (1) name of the two (2) provided, who
shall serve at the Third Appraiser. In the event only
one (1) of the appraisers supplies the name of a
prospective third appraiser during such ten (10) day
period, the appraiser named by such appraiser shall
be the Third Appraiser. Within twenty (20) days from
the date of his appointment, the Third Appraiser
shall make his determination of the Prevailing Market
rate and will submit a written determination thereof
to both parties and both appraisers. With a fifteen
(15) day period after delivery of the Third
Appraiser's determination of the Prevailing Market
rate, the three (3) appraisers shall confer and
attempt to reach agreement as to the Prevailing
Market rate. In the event the three (3) appraisers
cannot within the fifteen (15) day conference period
reach a determination of the Prevailing Market rate,
then the determination of any two (2) of the three
(3) appraisers shall be deemed to be the Prevailing
Market rate. If the Third Appraiser fails to make his
determination within the twenty (20) day period, or
if two (2) appraisers cannot agree with the fifteen
(15) day conference period, the parties shall repeat
the selection procedure hereinabove described and
shall thereby choose a new Third Appraiser. If the
Third Appraiser believes that expert advice would
materially assist him, he may retain one or more
qualified persons to provide such expert advise. The
parties shall share equally in the costs of the Third
Appraiser and of any experts retained by the Third
Appraiser. Any fees of any appraiser, counsel or
experts engaged directly by Landlord or Tenant,
however, shall be borne by the party retaining such
appraiser, counsel or expert. In the event that the
Prevailing Market rate has not been determined by the
commencement date of the Extension Period, Tenant
shall pay Annual Base Rent upon the terms and
conditions in effect for the Premises until such time
as the Prevailing Market rate has been determined.
Upon such determination, the Annual Base Rent shall
be retroactively adjusted to the commencement of the
Extension Period. If such adjustment results in an
underpayment of Annual Base Rent by Tenant, Tenant
shall pay Landlord the amount of such underpayment
within thirty (30) days after the determination
thereof. If such adjustment results in an overpayment
of Annual Base Rent by Tenant, Landlord shall credit
such overpayment against the next installment of
Annual Base Rent due under the Lease and, to the
extent necessary, any subsequent installments until
the entire amount of such overpayment has been
credited against Annual Base Rent.

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Not less than eight (8) months prior to the Expiration Date, Tenant, by
written notice to Landlord ("EXTENSION NOTICE"), may exercise Tenant's option to
extend for either the One Year Extension Period or the Seven Year Extension
Period; provided, however, that if Tenant shall fail to give any such Extension
Notice, Tenant's right to exercise such option nevertheless shall continue until
ten (10) days after Landlord shall have given Tenant notice of Landlord's
election to terminate such option to extend, and Tenant may exercise such option
at any time until the expiration of said ten (10) day period by the giving of an
Extension Notice, it being the intention of the parties to avoid forfeiture of
Tenant's right to extend the Lease Term through failure to deliver an Extension
Notice within the time limit prescribed. If the option to extend the Lease Term
is not exercised in the aforesaid manner, the Lease Term and Tenant's rights
hereunder and its rights to occupy and possess the Premises shall expire on the
Expiration Date.

XII. DEFAULTS OF TENANT

A. The occurrence of any one or more of the following events shall
constitute an "EVENT OF DEFAULT":

1. If default shall be made in the due and punctual payment of
any Rent or in the payment of any other amount to be paid by Tenant to
Landlord, when and as the same shall become due and payable, and such
default shall continue for a period of thirty (30) days after written
notice thereof to Tenant; or

2. If default shall be made by Tenant in keeping, observing or
performing any of the terms contained in this Lease, other than as
referred to in subsection 1. of this Section XII and such default shall
continue for a period of thirty (30) days after written notice thereof
given by Landlord to Tenant, or such longer period as is reasonable to
cure said default, if said default cannot, in good faith, be cured
within said thirty (30) days, provided that Tenant promptly and in good
faith commences the cure of the same within the thirty (30) day period
and thereafter prosecutes the curing of such default in good faith;

3. If Tenant shall abandon any substantial portion of the
Premises.

B. If an Event of Default occurs, Landlord shall have the rights and
remedies hereinafter set forth, which shall be distinct, separate and
cumulative.

1. Landlord may terminate this Lease by giving Tenant written
notice of its election to do so, in which event the Lease Term shall
end and all right, title and interest of Tenant hereunder shall expire
on the date stated in such notice, and Landlord may immediately recover
the amount by which all current and future rent and all other charges
and monetary obligations due hereunder during the remainder of the
Lease Term exceeds the amount of such rental loss that Tenant proves
could be reasonably avoided, and all other damages to which Landlord is
entitled under law, specifically including, without limitation, all
Landlord's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage
commissions);

2. Landlord may terminate Tenant's right to possess the
Premises without terminating this Lease by giving written notice to
Tenant that Tenant's right of possession shall end on the date stated
in such notice, whereupon Tenant's right to possess the Premises or any
part thereof shall cease on the date stated in such notice; and

3. Landlord may enforce the provisions of this Lease and may
enforce and protect the rights of Landlord hereunder by a suit or suits
in equity or at law for the specific performance of any covenant or
agreement contained herein, and for the enforcement of any other
appropriate legal or equitable remedy, including, without limitation,
injunctive relief, and for recovery of all monies due or to become due
from Tenant under any of the provisions of this Lease.

C. If Landlord exercises either of the remedies provided for in
Sections B.1 and B.2 above, Tenant shall surrender possession of and
vacate the Premises and immediately deliver possession thereof to Landlord, and
Landlord may re-enter and take complete and peaceful possession of the
Premises, with process of law.

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D. If Landlord terminates Tenant's right to possess the Premises
without terminating this Lease, Landlord may, at Landlord's option, enter into
the Premises, remove Tenant's signs and other evidences of tenancy, and take and
hold possession thereof, without such entry and possession terminating the Lease
or releasing Tenant, in whole or in part, from any obligation, including
Tenant's obligation to pay the Rent, including any amounts treated as additional
rent, hereunder for the full Lease Term. In any such case, Tenant shall pay
forthwith to Landlord, if Landlord so elects, a sum equal to the entire amount
of the Rent, including any amounts treated as additional rent hereunder, for the
residue of the stated Lease Term plus any other sums provided herein to be paid
by Tenant for the remainder of the Lease Term. Landlord may, but need not, relet
the Premises or any part thereof for such rent and upon such terms as Landlord,
in its sole discretion, shall determine (including the right to relet the
Premises for a greater or lesser term than that remaining under this Lease, the
right to relet the Premises as a part of a larger area, and the right to change
the character or use made of the Premises). If Landlord decides to relet the
Premises or a duty to relet is imposed upon Landlord by law, Landlord and Tenant
agree that Landlord shall only be required to use the same efforts Landlord then
uses to lease other properties Landlord owns or manages (or if the Premises is
then managed for Landlord, then Landlord will instruct such manager to use the
same efforts such manager then uses to lease other space or properties which it
owns or manages); provided, however, that Landlord (or its manager) shall not be
required to give any preference or priority to the showing or leasing of the
Premises over any other space that Landlord (or its manager) may be leasing or
have available and may place a suitable prospective tenant in any such available
space regardless of when such alternative space becomes available; provided,
further, that Landlord shall not be required to observe any instruction given by
Tenant about such reletting or accept any tenant offered by Tenant unless such
offered tenant has a creditworthiness acceptable to Landlord and agrees to use
the Premises in a manner consistent with the Lease. In any such case, Landlord
may, but shall not be required to, make repairs, alterations and additions in or
to the Premises and redecorate the same to the extent Landlord deems necessary
or desirable, and Tenant shall, upon demand, pay the cost thereof, together with
Landlord's expenses of reletting, including, without limitation, any broker's
commission incurred by Landlord. If the consideration collected by Landlord upon
any such reletting plus any sums previously collected from Tenant are not
sufficient to pay the full amount of all Rent, including any amounts treated as
additional rent hereunder and other sums reserved in this Lease for the
remaining Lease Term, together with the costs of repairs, alterations,
additions, redecorating, and Landlord's expenses of reletting and the collection
of the Rent accruing therefrom (including attorneys' fees and broker's
commissions), Tenant shall pay to Landlord the amount of such deficiency upon
demand. Tenant agrees that Landlord may file suit to recover sums falling due
under this Section D from time to time.

XIII. DESTRUCTION AND RESTORATION

A. If the Building or the Premises or a substantial portion of either
are rendered untenantable by fire or other casualty, and if such damage cannot,
in Landlord's reasonable estimation, be materially restored within one hundred
twenty (120) days of such damage, then Landlord may, at its sole option,
terminate this Lease as of the date of such fire or casualty. Landlord shall
exercise its option provided herein by written notice within thirty (30) days of
such fire or other casualty. For purposes hereof, the Building or the Premises
shall be deemed "materially restored" if they are in such condition as would not
prevent or materially interfere with Tenant's use of the Premises for the
purpose for which it was then being used.

B. If this Lease is not terminated pursuant to Section XIII.A, then
Landlord shall proceed with all due diligence to repair and restore the Building
or the Premises, as the case may be (except that either Landlord or Tenant may
elect not to rebuild and may terminate this Lease if such damage occurs during
the last year of the Lease Term exclusive of any option which is unexercised at
the date of such damage).

C. If this Lease shall be terminated pursuant to this Section XIII, the
Lease Term shall end on the date of such damage as if that date had been
originally fixed in this Lease as the Expiration Date. If this Lease shall not
be terminated pursuant to this Section XIII and if the Premises is rendered
untenantable in whole or in part following such damage, the Rent payable during
the period in which the Premises is untenantable shall be reduced in proportion
to that part of the Premises which is rendered untenantable. In the event that
Landlord should fail to complete such repairs and material restoration within
one hundred fifty (150) days after the date

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of such damage, Tenant may at its option and as its sole remedy terminate this
Lease by delivering written notice to Landlord, whereupon this Lease shall end
on the date of such notice as if the date of such notice were the date
originally fixed in this Lease as the Expiration Date; provided however, that if
construction is delayed because of changes, deletions, or additions in
construction requested by Tenant, strikes, lockouts, casualties, acts of God,
war, material or labor shortages, governmental regulation or control or other
causes beyond the reasonable control of Landlord, the period for restoration,
repair or rebuilding shall be extended for the amount of time Landlord is so
delayed.

D. In no event shall Landlord be required to rebuild, repair or replace
any part of the partitions, fixtures, and other personal property which may have
been placed in or about the Premises by Tenant.

XIV. CONDEMNATION

If, during the Lease Term, all or any material portion of the Premises
shall be taken as the result of the exercise of the power of eminent domain or
conveyed under threat thereof (hereinafter referred to as the "PROCEEDINGS"),
this Lease and all right, title and interest of Tenant hereunder shall terminate
on the earlier of taking of possession by the condemning authority or the date
of vesting of title pursuant to such Proceedings. Landlord and Tenant each shall
be entitled to an allocation of the award to be made in such Proceedings
relative to their respective interests in the Premises; provided that Tenant
shall not be entitled to receive any award for Tenant's loss of its leasehold
interest, the right to such award being hereby assigned by Tenant to Landlord.
For purposes hereof, any portion so taken shall be deemed "material" if the
taking would prevent or materially interfere with the use of the Building or the
Premises for the purpose for which it is then being used.

If, during the Lease Term, less than a material portion of the Premises
shall be taken, this Lease, upon the earlier of taking of possession by the
condemning authority or vesting of title in the Proceedings, shall terminate as
to the parts so taken, and the proceeds of the award for such taking shall be
delivered to Landlord to restore that portion of the Premises not so taken to a
complete architectural and mechanical unit and otherwise to make the remaining
Premises appropriate for the use and occupancy of Tenant.

In the event of any termination of this Lease, or any part thereof, as
a result of any such Proceedings, Tenant shall pay to Landlord all Rent and all
other charges payable hereunder with respect to that portion of the Premises so
taken, apportioned to the date of such termination.

In the event of a taking of less than a material portion of the
Premises, the Rent payable hereunder during the period from and after the
earlier of the taking of possession by the condemning authority and the date of
vesting of title in such Proceedings through to the expiration or termination of
this Lease (as the Lease Term may be extended) shall abate and be diminished in
proportion to that part of the Premises which has been taken.

XV. ASSIGNMENT AND SUBLETTING

A. For the first three (3) Lease Years, Tenant shall be prohibited from
assigning or pledging this Lease or subletting the whole or any part of the
Premises, whether voluntarily or by operation of law, or permitting the use or
occupancy of the Premises by anyone other than Tenant. Thereafter, Tenant shall
not have the right to assign or pledge this Lease or to sublet the whole or any
part of the Premises, whether voluntarily or by operation of law, or permit the
use or occupancy of the Premises by anyone other than Tenant, without the prior
written consent of Landlord, and such restrictions shall be binding upon any
assignee or subtenant to which Landlord has consented. Notwithstanding the
foregoing, Tenant, upon at least ten (10) days prior notice to Landlord, shall
be permitted to assign this Lease or to sublet the whole or any part of the
Premises to a wholly owned subsidiary or to an entity with which Tenant may
merge or consolidate (a "TENANT AFFILIATE") without the necessity of obtaining
Landlord's consent.

B. In the event Tenant desires to sublet the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord within a reasonable time prior to the proposed commencement date of
such subletting or assignment, which notice shall set forth the name of the
proposed subtenant or assignee, the relevant terms of any sublease and copies of

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<PAGE> 19

financial reports and other relevant financial information of the proposed
subtenant or assignee. Tenant shall pay to Landlord, on demand, a reasonable
service charge for the processing of the application for the consent and for the
preparation of the consent.

C. In the event Landlord consents to any such assignment or subletting,
and as a condition thereto, Tenant shall pay to Landlord fifty percent (50%) of
all profit derived by Tenant from such assignment or subletting. For purposes of
the foregoing, profit shall be deemed to include, but shall not be limited to,
the amount paid or payable to Tenant to effect or to induce Tenant to enter into
any such transaction, and the amount of all rent and other consideration of
whatever nature payable by such assignee or sublessee in excess of the Rent
payable by Tenant under this Lease. If a part of the consideration for such
assignment or subletting shall be payable other than in cash, the payment to
Landlord of its share of such non-cash consideration shall be in such form as is
satisfactory to Landlord. Tenant shall furnish to Landlord upon request from
Landlord a complete statement setting forth in detail the computation of all
profit derived and to be derived from such assignment or subletting, such
computation to be in accordance with generally accepted accounting principles.
Tenant agrees that Landlord or its authorized representatives shall be given
access at all reasonable times to the books, records and papers of Tenant
relating to any such assignment or subletting, and Landlord shall have the right
to make copies thereof. The percentage of Tenant's profit due to Landlord
hereunder shall be paid to Landlord within two (2) days of receipt by Tenant of
any payment made from time to time by such assignee or sublessee to Tenant.

D. Notwithstanding any permitted assignment or subletting, including,
without limitation, an assignment or subletting to a Tenant Affiliate, Tenant
shall at all times remain directly, primarily and fully responsible and liable
for the payment of the Rent herein specified and for compliance with all of its
other obligations under the terms, provisions and covenants of this Lease. Upon
the occurrence of an Event of Default, if the Premises or any part thereof are
then assigned or sublet, Landlord, in addition to any other remedies herein
provided or provided by law, may, at its option, collect directly from such
assignee or subtenant all Rents due and becoming due to Tenant under such
assignment or sublease and apply such Rent against any sums due to Landlord from
Tenant hereunder, and no such collection shall be construed to constitute a
novation or a release of Tenant from the further performance of Tenant's
obligations hereunder.

XVI. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

A. Provided that Tenant has received a reasonable Non-Disturbance
Agreement (as hereinafter defined) from each Mortgagee (as hereinafter defined),
Tenant's rights under this Lease are and shall remain subject and subordinate to
the operation and effect of any mortgage, deed of trust or other security
instrument now or hereafter affecting the Premises or the Building and all
renewals, modifications, replacements, consolidations and extensions thereof or
participations therein, whether the same shall be in existence on the date
hereof or created hereafter (any such lease, mortgage, deed of trust or other
instrument being referred to as a "MORTGAGE" and the person or persons having
the benefit of same being referred to as a "MORTGAGEE"). Tenant's acknowledgment
and agreement of subordination provided for in this Section XVI.A is
self-operative and no further instrument of subordination shall be required;
however, Tenant shall execute such further assurances thereof as may be
requested, from time to time, by Landlord and upon Tenant's failure to execute
and deliver to Landlord any such further assurances, Landlord is hereby
authorized to execute the same for and on behalf of Tenant as Tenant's
attorney-in-fact. As used herein, the term "NON-DISTURBANCE AGREEMENT" shall
mean an agreement executed by a Mortgagee providing that, so long as Tenant is
not then in default under the terms of this Lease, (1) such Mortgagee will not
disturb Tenant's right to possess the Premises, (2) such Mortgagee will not name
or join Tenant in any action or proceeding to foreclose the Mortgage unless
required to do so by law or court rules or procedures, and (3) any sale of the
mortgaged property or exercise by such Mortgagee of any of its rights under the
Mortgage shall be subject to all rights of Tenant under this Lease.

B. If and as a Mortgagee may so elect, this Lease and Tenant's rights
hereunder shall be superior and prior in right to any Mortgage, with the same
force and effect as if this Lease had been executed, delivered and recorded
prior to the execution, delivery and recording of such Mortgage.

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<PAGE> 20

C. If any person shall succeed to all or part of Landlord's interest in
the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure,
power of sale, termination of Lease or otherwise, and if and as so requested or
required by such successor-in-interest, Tenant shall, without charge, attorn to
such successor-in-interest.

XVII. LANDLORD'S ACCESS

Tenant agrees to permit Landlord and its authorized representatives to
enter upon the Premises at all reasonable times during ordinary business hours
(or at any time in case of an emergency), upon reasonable prior notice, for the
purpose of inspecting the same and making any necessary repairs or replacements
which are the obligation of Landlord.

Landlord shall also have the right at all reasonable times during
ordinary business hours, upon reasonable prior notice, to enter upon the
Premises and to exhibit the same for the purpose of mortgaging or selling the
same or, during the final twelve (12) months of the Lease Term, leasing the
same.

In exercising its rights hereunder, Landlord shall refrain from any
acts which may interfere with Tenant's use or occupancy of the Premises or
access thereto. Without limiting the generality of the foregoing, Landlord
acknowledges that it is necessary for Tenant to control access to the Premises
in order to avoid unauthorized persons from viewing Tenant's trade secrets,
proprietary products, technology and processes. Accordingly, while within the
Premises, Landlord and its representatives, at Tenant's option, shall be
accompanied by a representative of Tenant and shall comply with reasonable
directions of such representative relative to safety and to the protection of
Tenant's trade secrets and other proprietary information.

XVIII. SURRENDER AND HOLDING-OVER

Upon the termination of this Lease, whether by forfeiture, lapse of
time or otherwise, or upon termination of Tenant's right to possession of the
Premises, Tenant will at once surrender and deliver up the Premises, together
with all improvements thereon (except as hereinafter provided), to Landlord, in
good condition and repair, reasonable wear and tear and damage by casualty and
condemnation excepted. Said improvements shall include all plumbing, lighting,
electrical heating, cooling and ventilating fixtures and equipment, and all
alterations, (excluding trade fixtures and equipment of Tenant). All permanent
alterations, additions and improvements made in or upon the Premises by Tenant
(excluding trade fixtures and equipment of Tenant) shall become Landlord's
property and shall remain upon the Premises on any such termination without
compensation, allowance or credit to Tenant.

Upon the termination of this Lease, Tenant shall remove Tenant's
personal property, trade fixtures and equipment; provided, however, that Tenant
shall repair any injury or damage to the Premises which may result from such
removal. If Tenant does not remove Tenant's personal property, trade fixtures
and equipment from the Premises prior to the expiration or earlier termination
of the Lease Term, Landlord, upon thirty (30) days' notice to Tenant, at its
option, may remove the same (and repair any damage occasioned thereby) and
dispose thereof or deliver the same to any other place of business of Tenant or
warehouse the same, and Tenant shall pay the cost of such removal repair,
delivery and warehousing to Landlord within thirty (30) days of demand therefor.

If Tenant or any party claiming under Tenant remains in possession of
the Premises or any part thereof after any termination or expiration of this
Lease, Landlord may treat such holdover as an automatic renewal of this Lease
for a month-to-month tenancy at the rate of Rent last payable under this Lease,
subject to all the terms and conditions provided herein, or as a tenant at
sufferance, as Landlord's sole remedies.

XIX. HAZARDOUS AND TOXIC MATERIALS

As used herein:

(a) "CLAIM" shall mean and include any demand, cause of action,
proceeding or suit (i) for damages, losses, injuries to person
or property, damages to natural resources, fines, penalties,
interest, or contribution; (ii) for the costs of site
investigations,

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feasibility studies, information requests, health or risk
assessments or Response actions; or (iii) for enforcing this
Section XIX.

(b) "ENVIRONMENTAL LAW" shall mean and include all federal, state
and local statutes, ordinances, regulations and rules relating
to environmental quality, health, safety, contamination and
clean-up, including, without limitation, the Clean Air Act, 42
U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C.
Section 1251 et seq.; and the Water Quality Act of 1987; the
Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"),
7 U.S.C Section 136 et seq.; the Marine Protection, Research,
and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the
National Environmental Policy Act, 42 U.S.C. Section 4321 et
seq.; the Noise Control Act, 42 U.S.C Section 4901 et seq.;
the Occupational Safety and Health Act, 29 U.S.C Section 651
et seq.; the Resource Conservation and Recovery Act ("RCRA"),
42 U.S.C. Section 6901 et seq.; as amended by the Hazardous
and Solid Waste Amendments of 1984; the Safe Drinking Water
Act, 42 U.S.C. Section 300f et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act
("CERCLA"), 42 U.S.C. Section 9601 et seq., as amended by the
Superfund Amendments and Reauthorization Act, the Emergency
Planning and Community Right-to-Know Act., and Radon Gas and
Indoor Air Quality Research Act; the Toxic Substances Control
Act ("TSCA"), 15 U.S.C. Section 2601 et seq.; the Atomic
Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear
Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and
any state lien and superlien and environmental clean-up
statutes, with implementing regulations and guidelines.
Environmental Laws shall also include all state, regional,
county, municipal and other local laws, regulations and
ordinances insofar as they are equivalent or similar to the
federal laws recited above or purport to regulate Hazardous
Materials.

(c) "HAZARDOUS MATERIALS" shall mean and include the following,
including mixtures thereof: any hazardous substance,
pollutant, contaminant, waste, by-product or constituent
regulated under CERCLA; oil and petroleum products and natural
gas, natural gas liquids, liquefied natural gas and synthetic
gas usable for fuel; pesticides regulated under the FIFRA;
asbestos and asbestos-containing materials, PCBs and other
substances regulated under TSCA; source material, special
nuclear material, byproduct material and any other radioactive
materials or radioactive wastes, however produced, regulated
under the Atomic Energy Act or the Nuclear Waste Policy Act.;
chemicals subject to the OSHA Hazard Communication Standard,
29 C.F.R.ss.1910.1200 et seq.

(d) "MANAGE" or "MANAGEMENT" means to generate, manufacture,
process, treat, store, use, re-use, refine, recycle, reclaim,
blend or burn for energy recovery, incinerate, accumulate
speculatively, transport, transfer, dispose of or abandon
Hazardous Materials.

(e) "RELEASE" or "RELEASED" shall mean any actual or threatened
spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or
disposing of Hazardous Materials into the environment, as
"environment" is defined in CERCLA.

(f) "RESPONSE" or "RESPOND" shall mean action taken in compliance
with Environmental Laws to correct, remove, remediate,
cleanup, prevent, mitigate, monitor, evaluate, investigate,
assess or abate the Release of a Hazardous Material.

During the Lease Term, Tenant, at its sole cost and expense, shall (a)
comply with all Environmental Laws and permits issued thereunder; (b) secure,
maintain and comply with all permits required by Environmental Laws, and (c) not
cause or allow the Release of any Hazardous Materials on, to or from the
Premises.

If Tenant's Management of Hazardous Materials at the Premises (a)
results in or causes a Release which is not in compliance with Environmental
Laws or permits issued thereunder;

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<PAGE> 22

(b) gives rise to liability or a Claim or requires a Response under common law
or any Environmental Law or permit issued thereunder; or (c) causes a
significant public health effect; then, in any and all such occurrences, Tenant
shall, at its sole cost and expense, promptly take all applicable action in
Response.

Tenant agrees to indemnify, defend and hold Landlord and its officers,
partners, directors, shareholders, employees and agents harmless from any Claims
which arise from or are attributable to Tenant's breach of any of its
obligations in this Section XIX or Claims which arise during or after the Lease
Term, or in connection with the presence or suspected presence or Release of
Hazardous Materials in, on or under the Premises, provided such Claims arise or
such Hazardous Materials are present as the result of the acts of Tenant, its
officers, employees or agents. Without limiting the generality of the foregoing,
this indemnification shall survive the expiration of this Lease for a period of
three (3) years and does specifically cover costs incurred in connection with
any investigation of site conditions or any Response because of the presence or
suspected presence or Release of Hazardous Materials in, on or under the
Premises, provided the Hazardous Materials are present as the result of the acts
of Tenant, its officers, agents or employees.

XX. DEFAULTS BY LANDLORD

If Landlord should be in default in the performance of any of its
obligations under this Lease, which default continues for a period of more than
thirty (30) days after receipt of written notice from Tenant specifying such
default, or if such default is of a nature that requires more than thirty (30)
days for remedy and continues beyond the time reasonably necessary to cure (and
Landlord has not undertaken procedures to cure the default within such thirty
(30) day period and diligently pursued such efforts to complete such cure),
Tenant may, in addition to its other remedies at law, in equity or as set forth
in this Lease, seek to recover any and all direct damages (but not consequential
or speculative damages) sustained by Tenant as a result of Landlord's breach.

XXI. ATTORNEYS' FEES

In the event that at any time during the Lease Term either Landlord or
Tenant shall institute any action or proceeding against the other relating to
the provisions of this Lease or any default hereunder, the unsuccessful party in
such action or proceeding agrees to reimburse the successful party for the
reasonable expenses of attorneys' fees and paralegal fees and disbursements
incurred therein by the successful party. Such reimbursement shall include all
legal expenses incurred prior to trial, at trial and at all levels of appeal and
post-judgment proceedings.

XXII. FORCE MAJEURE

In the event that either party hereto shall be delayed or hindered in
or prevented from the performance required hereunder by reason of strikes,
lockouts, labor troubles, failure of power, riots, insurrection, war, acts of
God, or other reason of like nature not the fault of the party delayed in
performing work or doing acts (hereinafter, "PERMITTED DELAY" or "PERMITTED
DELAYS"), such party shall be excused for the period of time equivalent to the
delay caused by such Permitted Delay. Notwithstanding the foregoing, any
extension of time for a Permitted Delay shall be conditioned upon the party
seeking an extension of time delivering written notice of such Permitted Delay
to the other party within ten (10) days of the event causing the Permitted
Delay.

XXIII. MISCELLANEOUS PROVISIONS

A. Indemnity.

1. To the extent not expressly prohibited by law, Landlord and
Tenant each (in either case, the "INDEMNITOR") agrees to hold harmless
and indemnify the other and the other's respective agents, partners,
shareholders, officers, directors and employees (collectively, the
"INDEMNITEES") from any losses, damages, judgments, claims, expenses,
costs and liabilities imposed upon or incurred by or asserted against
the Indemnitees, including reasonable attorney's fees and expenses, for
death or injury that may arise from or be caused directly or indirectly
by any negligent act or omission or any willful misconduct of
Indemnitor or any of Indemnitor' s respective agents, partners, or

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<PAGE> 23

employees. Such third parties shall not be deemed third party
beneficiaries of this Lease. In case any action, suit or proceeding is
brought against any of Indemnitees by reason of any such act of
Indemnitor or any of Indemnitor respective agents, partners or
employees, then Indemnitor will, at Indemnitor's expense and at the
option of said Indemnitees, by counsel approved or selected by said
Indemnitees, resist and defend such action, suit or proceeding.

2. In addition to the indemnification set forth above, Tenant
shall indemnify, defend and hold Landlord, its principals, agents,
employees and any Mortgagee(s) harmless against and from all
liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, including, without limitation, reasonable architects' and
attorneys' fees, which may be imposed upon, incurred by or asserted
against Landlord and arising, directly or indirectly out of or in
connection with the use or occupancy of the Premises by, through or
under Tenant and (without limiting the generality of the foregoing) any
of the following occurring during the Term: (i) any work or thing done
in, on or about the Premises or any part thereof by Tenant or any of
its assignees, concessionaires, agents, contractors, employees or
invitees; (ii) any use, non-use, possession, occupation, condition,
operation, maintenance or management of the Premises or any part
thereof; (iii) any act or omission of Tenant or any of its assignees,
concessionaires, agents, contractors, employees or invitees; (iv) any
injury or damage to any person or property occurring in on or about the
Premises or any part thereof; or (v) any failure on the part of Tenant
to perform or comply with any of the covenants, agreements, terms or
conditions contained in this Lease with which Tenant, on its part must
comply or perform. In case any action or proceeding is brought against
Landlord by reason of any of the foregoing, Tenant shall, at Tenant's
sole cost and expense, resist or defend such action or proceeding by
counsel approved by Landlord.

B. Notices. All notices, demands and requests which may be or are
required to be given, demanded or requested by either party to the other shall
be in writing. All notices, demands and requests by Landlord to Tenant shall be
sent by United States registered or certified mail postage prepaid, or by
commercial overnight delivery service or other personal service (with evidence
of receipt), addressed to Tenant as follows:

501 North Broadway
St. Louis, Missouri 63102
Attention: Legal Department

or at such other place as Tenant may from time to time designate by written
notice to Landlord. All notices, demands and requests by Tenant to Landlord
shall be sent by United States registered or certified mail, postage prepaid, or
by commercial overnight delivery service or other personal service (with
evidence of receipt), addressed to Landlord as follows:

____________________
____________________
Attention:__________

or at such other place as Landlord from time to time may designate by written
notice to Tenant. Notices, demands and requests which shall be served upon
Landlord by Tenant, or upon Tenant by Landlord, by mail in the manner aforesaid,
shall be deemed to be sufficiently served or given for all purposes hereunder on
the second (2nd) business day after mailing, and notices served by overnight
delivery service shall be deemed served or given on the first (1st) business day
after delivery to such service.

C. Quiet Possession. Landlord covenants and agrees that Tenant upon
paying the Rent, and upon observing and keeping the covenants, agreements and
conditions of this Lease on its part to be kept, observed and performed, shall
lawfully and quietly hold, occupy and enjoy the Premises (subject to the
provisions of this Lease) during the Lease Term (as it may be extended from time
to time as expressly provided herein) without hindrance or molestation by
Landlord or by any person or persons claiming under Landlord.

D. Estoppels. Tenant, without charge, at any time and from time to
time, within twenty (20) days after written request by Landlord, shall certify
by written instrument, duly

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<PAGE> 24

executed, acknowledged and delivered to any Mortgagee, assignee of a Mortgagee,
proposed Mortgagee, or to any purchaser or proposed purchaser or transferee of
the Landlord, the Building or the Premises or any interest therein:

1. That this Lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force
and effect, as modified, and stating the modifications);

2. The dates to which the Rent has been paid in advance;

3. Whether or not there are then existing any breaches or
defaults by Tenant or by Landlord and known by Tenant under any of the
covenants, conditions, provisions, terms or agreements of this Lease,
and specifying such breach or default, if any, or any set-offs or
defenses against the enforcement of any covenant, condition, provision,
term or agreement of this Lease upon the part of Tenant to be performed
or complied with (and, if so, specifying the same and the steps being
taken to remedy the same);

4. That Tenant has made no advancements to or on behalf of
Landlord for which it has the right to deduct from, or offset against,
future Rent payments;

5. Tenant has accepted the Premises and is in full and
complete possession thereof; and

6. Such other statements or certificates as Landlord or any
Mortgagee may reasonably request.

E. No Waiver. Landlord shall not be deemed to have waived any breach of
any term, covenant, or condition herein contained unless the same has been
specifically waived by Landlord in writing. Any such waiver shall not be deemed
to be a waiver of any subsequent breach of the same or any other term, covenant
or condition herein contained.

F. Partial Invalidity. If any covenant, condition, provision, term or
agreement of this Lease shall, to any extent, be held invalid or unenforceable,
the remaining covenants, conditions, provisions, terms and agreements of this
Lease shall not be affected thereby, but each covenant, condition, provision,
term or agreement of this Lease shall be valid and in force to the fullest
extent permitted by law. This Lease shall be construed and be enforceable in
accordance with the laws of the State of Missouri.

G. Binding on Successors. The covenants and agreements herein contained
shall bind and inure to the benefit of Landlord and its successors and assigns,
and Tenant and its successors and assigns. Upon any sale or other transfer by
Landlord of its interest in the Building, Landlord shall be relieved of any
obligations under this Lease occurring subsequent to such sale or other
transfer.

H. Captions. The caption of each section of this Lease is for
convenience and reference only and in no way defines, limits or describes the
scope or intent of such section or of this Lease.

I. No Partnership. This Lease does not create the relationship of
principal and agent, or of partnership, joint venture, or of any association or
relationship between Landlord and Tenant, the sole relationship between Landlord
and Tenant established by this Lease being that of landlord and tenant.

J. Complete Agreement. All preliminary and contemporaneous negotiations
are merged into and incorporated in this Lease. This Lease contains the entire
agreement between the parties and shall not be modified or amended in any manner
except by an instrument in writing executed by the parties hereto.

K. Time of the Essence. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

L. No Brokers. Each party represents and warrants to the other that it
has not dealt with any broker in connection with this Lease and agrees to
indemnity and hold the other party

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<PAGE> 25

and its agents, officers, directors and employees harmless from all losses,
damages, liabilities, claims, liens, costs and expenses, including, without
limitation, attorneys' fees, arising from any claims or demands of any broker or
brokers, salespersons or finders for any commission or fee alleged to be due
such broker or brokers, salespersons or finders based upon such broker or
brokers, salespersons or finders having dealt with the indemnifying party in
connection with this Lease.

M. Consents. Subject to specific conditions as to consents and
approvals provided for in other sections of this Lease, no consent or approval
required under this Lease shall be unreasonably withheld or delayed.

N. Counterparts. This Lease may be executed in counterparts, each of
which when taken together shall constitute one instrument.

O. Jointly Drafted. This Lease represents the product of the joint
negotiation, preparation and agreement of and between the parties hereto and is
not to be construed against one party or the other as the principal drafter.

P. Authority. Landlord has full power, right and authority to enter
into this Lease and to perform each and all of the terms, provisions, covenants,
agreements, matters and things herein provided to be performed by Landlord, and
to execute and deliver all documents provided hereunder to be executed and
delivered by Landlord; and this Lease does not, nor does or will the performance
by Landlord of its obligations hereunder, contravene any provision of law or any
covenant, indenture or agreement binding upon Landlord. Tenant has full power,
right and authority to enter into this Lease and to perform each and all of the
terms, provisions, covenants, agreements, matters and things herein provided to
be performed by Tenant, and to execute and deliver all documents provided
hereunder to be executed and delivered by Tenant; and this Lease does not, nor
does or will the performance by Tenant of its obligations hereunder, contravene
any provision of law or any covenant, indenture or agreement binding upon
Tenant.

Q. Remedies Cumulative. No reference to any specific right or remedy in
this Lease shall preclude Landlord from exercising any other right, from having
any other remedy, or from maintaining any action to which it may otherwise be
entitled under this Lease, at law or in equity. Without limiting the generality
of the foregoing sentence, the maintenance of any action or proceeding to
recover possession of the Premises or any installment or installments of Rent or
any other monies that may be due or become due from Tenant to Landlord shall not
preclude Landlord from thereafter instituting and maintaining subsequent actions
or proceedings for the recovery of possession of the Premises or of any other
monies that may be due or become due from Tenant. Any entry or reentry into the
Premises by Landlord shall not be deemed to absolve or discharge Tenant from
liability under this Lease.

R. Building Name. So long as Tenant remains in possession of fifty
percent (50%) or more of the Rentable Area of the Building, the Building will
continue to be called The Edison Building, references to or identification of
portions of the Building by reference to members of the founding Edison family,
by name or collectively as the "Founders" and the street or mailing address of
Tenant will not be changed without the consent of Tenant, which consent Tenant
may withhold at its sole discretion. In addition, no other person or entity will
be permitted to use the street or mailing address of Tenant.

S. Limitation on Right of Recovery against Landlord. It is specifically
understood and agreed that there shall be no personal liability of Landlord (nor
Landlord's agent) in respect to any of the covenants, conditions or provisions
of this Lease. In the event of a breach or default by Landlord of any of its
obligations under this Lease, Tenant shall look solely to the equity of the
Landlord in the Building for the satisfaction of Tenant's remedies.

T. Survival. Notwithstanding anything to the contrary contained in this
Lease, the expiration of the Term of the Lease, whether by lapse of time or
otherwise, shall not relieve Tenant from Tenant's obligations accruing prior to
the expiration of the term.

U. Certain Rights Reserved To Landlord. Landlord reserves and may
exercise any of the following rights without affecting Tenant's obligations
hereunder:

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<PAGE> 26

1. to change the name or street address of the Building
(except as restricted in Section XXIII.R above);

2. to install and maintain a sign or signs on the exterior of
the Building;

3. to have access for Landlord and the other tenants of the
Building to any mail chutes located on the Premises according to the
rules of the United States Post Office;

4. to designate all sources furnishing sign painting and
lettering, ice, drinking water, towels, coffee cart service and toilet
supplies, lamps and bulbs used on the Premises; and

5. to close the Building after regular working hours and on
the legal holidays subject, however, to Tenant's right to admittance,
under such reasonable regulations as Landlord may prescribe from time
to time, which may include by way of example but not of limitation,
that persons entering or leaving the Building identify themselves to a
watchman by registration or otherwise and that said persons establish
their right to enter or leave the Building.

The Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an eviction or
disturbance of the Tenant's use or possession and without being liable in any
manner to the Tenant and without abatement of Rent or affecting any of the
Tenant's obligations hereunder.

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

TENANT: LANDLORD:

EDISON BROTHERS STORES, INC., EBS BUILDING, L.L.C., a Delaware
a Delaware corporation limited liability company

By: Price Waterhouse LLP,
Manager EBS Building, L.L.C.

By: /s/ Allen A. Sachs By: /s/ Keith F. Cooper
--------------------------------- ------------------------------
Allen A. Sachs Keith F. Cooper

Its: Executive Vice President Its:Partner
--------------------------------- ------------------------------

24
<PAGE> 27

1ST FLOOR - 34,065 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 1 OF 7

<PAGE> 28

2ND FLOOR - 25,187 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 2 OF 7

<PAGE> 29

3RD FLOOR - 46,008 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 3 OF 7

<PAGE> 30

4TH FLOOR - 46,008 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 4 OF 7

<PAGE> 31

5TH FLOOR - 46,008 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 5 OF 7

<PAGE> 32

6TH FLOOR - 31,392 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 6 OF 7

<PAGE> 33

7TH FLOOR - 31,392 RENTABLE SQUARE FEET

EXHIBIT "A" - PAGE 7 OF 7

<PAGE> 34
1ST FLOOR - 34,065 RENTABLE SQUARE FEET

EXHIBIT "B" - PAGE 1 OF 2

<PAGE> 35

2ND FLOOR - 25,187 RENTABLE SQUARE FEET

EXHIBIT "B" - PAGE 2 OF 2

<PAGE> 36

THE EDISON BUILDING

2ND FLOOR

EXHIBIT "C"

<PAGE> 37

EXHIBIT "D" - 1 OF 2

<PAGE> 38
B2

EXHIBIT "D" - 2 OF 2

<PAGE> 39

EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking garage associated therewith and the
appurtenances thereto:

1. Sidewalks, doorways, vestibules, halls, stairways and other
similar areas shall not be obstructed by Tenant or used by
Tenant for any purpose other than ingress and egress to and
from the Premises. No rubbish, litter, trash, or material of
any nature shall be placed, emptied, or thrown in those areas.
At no time shall Tenant permit Tenant's employees to loiter in
common areas or elsewhere in or about the Building.

2. Plumbing fixtures and appliances shall be used only for the
purposes for which designed, and no sweepings, rubbish, rags
or other unsuitable material shall be thrown or placed
therein. Damage resulting to any such fixtures or appliances
as a result of misuse by Tenant or its agents, employees or
invitees, shall be paid for by Tenant, and Landlord shall not
in any case be responsible therefor.

3. No signs, advertisements or notices shall be painted or
affixed on or to any windows, doors or other parts of the
Building, except those of such color, size, style and in such
places as shall be first approved in writing by Landlord. No
nails, hooks or screws shall be driven or inserted into any
part of the Premises or Building except by the Building
maintenance personnel, nor shall any part of the Building be
defaced by Tenant.

4. Landlord may provide and maintain alphabetical directory
boards listing all tenants, and no other directory shall be
permitted unless previously consented to by Landlord in
writing.

5. Landlord shall have the power to prescribe the weight and
position of safes and other heavy equipment or items, which in
all cases shall not in the opinion of Landlord exceed
acceptable floor loading and weight distribution requirements.
All damage done to the Building by the installation,
maintenance, operation, existence or removal of any property
of Tenant shall be repaired at the expense of Tenant.

6. Tenant shall not: (1) make or permit any improper,
objectionable or unpleasant noises or odors in the Building,
or otherwise interfere in any way with other tenants or
persons having business with them; (2) solicit business or
distribute or cause to be distributed, in any portion of the
Building any handbills, promotional materials or other
advertising; or (3) conduct or permit any other activities in
the Building that might constitute a nuisance.

7. No animals, except seeing eye dogs, shall be brought into or
kept in, or about the Premises.

8. No inflammable, explosive or dangerous fluid or substance
shall be used or kept by Tenant in the Premises or Building.
Tenant shall not, without Landlord's prior written consent,
use, store, install, spill, remove, release or dispose of
within or about the Premises or any other portion of the
Building, any asbestos-containing materials or any solid,
liquid or gaseous material now or hereafter considered toxic
or hazardous under the provisions of 42 U.S.C. Section 9601 et
seq. or any other applicable environmental law which may now
or hereafter be in effect. If Landlord does give written
consent to Tenant pursuant to the foregoing sentence, Tenant
shall comply with all applicable laws, rules and regulations
pertaining to and governing such use by Tenant, and shall
remain liable for all costs of cleanup or removal in
connection therewith.

9. Tenant shall not use or occupy the Premises in any manner or
for any purpose which would injure the reputation or impair
the present or future value of the

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<PAGE> 40

Premises or the Building; without limiting the foregoing,
Tenant shall not use or permit the Premise or any portion
thereof to be used for lodging, sleeping or for any illegal
purpose.

10. Tenant shall not take any action which would violate
Landlord's labor contracts affecting the Building or which
would cause any work stoppage, picketing, labor disruption or
dispute, or any interference with the business of Landlord or
any other tenant or occupant of the Building or with the
rights and privileges of any person lawfully in the Building.
Tenant shall take any actions necessary to resolve any such
work stoppage, picketing, labor disruption, dispute or
interference and shall have pickets removed and, at the
request of Landlord, immediately terminate at any time any
construction work being performed in the Premises giving rise
to such labor problems, until such time as Landlord shall have
given its written consent for such work to resume. Tenant
shall have no claim for damages of any nature against
Landlord, its agents, employees, contractors, officers or
directors in connection therewith.

11. Tenant shall utilize the termite and pest extermination
service designated by Landlord to control termites and pests
in the Premises except as included in Basic Costs. Tenant
shall bear the cost and expense of such extermination
services.

12. Tenant shall not install, operate or maintain in the Premises
or in any other area of the Building, any electrical equipment
which does not bear the U/L (Underwriters Laboratories) seal
of approval, or which would overload the electrical system or
any part thereof beyond its capacity for proper, efficient and
safe operation as determined by Landlord, taking into
consideration the overall electrical system and the present
and future requirements therefor in the Building. Tenant shall
not furnish any cooling or heating to the Premises, including,
without limitation, the use of any electronic or gas heating
devices, without Landlord's prior written consent.

13. Tenant shall not operate or permit to be operated on the
Premises any coin or token operated vending machine or similar
device (including, without limitation, telephones, lockers,
toilets, scales, amusement devices and machines for sale of
beverages, goods, candy, cigarettes or other goods), except
for those vending machines or similar devices which are for
the sole and exclusive use of Tenant's employees, and only if
such operation does not violate the lease of any other tenant
of the Building.

14. Bicycles and other vehicles are not permitted inside or on the
walkways outside the Building, except in those areas
specifically designated by Landlord for such purpose.

15. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, its
occupants, entry and use, or its contents. Tenant, Tenant's
agents, employees, contractors, guests and invitees shall
comply with Landlord's reasonable requirements relative
thereto.

16. Canvassing, soliciting, and peddling in or about the Building
is prohibited. Tenant shall cooperate and use its best efforts
to prevent the same.

17. At no time shall Tenant permit any person, including but not
limited to Tenant's agents, employees, contractors, guests, or
invitees to smoke in the Building.

18. The work of cleaning personnel shall not be hindered by Tenant
after 5:30 p.m., and such cleaning work may be done at any
time when the offices are vacant. Windows, doors and fixtures
may be cleaned at any time. Tenant shall provide adequate
waste and rubbish receptacles necessary to prevent
unreasonable hardship to Landlord regarding cleaning service.

<PAGE> 41

FLOOR CONFERENCE AREA

EXHIBIT "F"

<PAGE> 1
EXHIBIT 6.5

THE EDISON BUILDING

501 N. BROADWAY

ST. LOUIS, MO

PROPERTY MANAGEMENT AGREEMENT

DATED SEPTEMBER 26, 1997

BY AND BETWEEN

EBS BUILDING, L.L.C.

AND

EDISON BROTHERS STORES, INC.

<PAGE> 2

TABLE OF CONTENTS

1. APPOINTMENT OF AGENT................................................1

2. TERM................................................................1

3. TERMINATION.........................................................1

4. COMPENSATION OF AGENT AND REIMBURSEMENT OF EXPENSES OF OPERATION....3

5. RESPONSIBILITIES OF AGENT...........................................3

6. MANAGEMENT AUTHORITY................................................7

7. GENERAL PROVISIONS..................................................8

<PAGE> 3

PROPERTY MANAGEMENT

AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made as of the
26th day of September, 1997, by and between EBS BUILDING, L.L.C. ("Owner") and
EDISON BROTHERS STORES, INC. ("Agent").

RECITALS

A. Owner will be the owner of certain real estate and the improvements
thereon located at 501 N. Broadway, St. Louis, MO 63102, and commonly known as
The Edison Building (the "Property").

B. Owner desires to retain the services of Agent to provide or procure
management services for the Property on behalf of Owner, and Agent desires to
provide such management services for Owner, as set forth in this Agreement.

THEREFORE, in consideration of the above Recitals, the mutual terms,
covenants and conditions of this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Owner and Agent agree as follows:

1. APPOINTMENT OF AGENT. Owner does hereby appoint Agent as the sole
and exclusive agent for the operation, management and supervision of the
Property on behalf of Owner, and Agent accepts such appointment, upon the terms
and conditions set forth in this Agreement.

2. TERM. The term of this Agreement, unless sooner terminated pursuant
to Section 3 below, shall continue for a term of one (1) year (plus a partial
month, if applicable) beginning on the date on which Owner first holds fee
simple title to the Property (the "Commencement Date") and ending on the last
day of the twelfth (12th) full calendar month following the Commencement Date,
and thereafter for annual periods from time to time, unless on or before thirty
(30) days prior to the expiration of any such annual period, either Owner or
Agent shall notify the other in writing that it elects to terminate this
Agreement, in which case this Agreement shall terminate at the end of such
annual period.

3. TERMINATION. Notwithstanding the provisions of Section 2 above, this
Agreement may also be terminated as follows:

(A) automatically, in the event the Property or Owner's
interest therein, is sold, conveyed or otherwise transferred, whether
voluntarily or involuntarily, by operation of law or otherwise; or

(B) by either Owner or Agent, upon not less than sixty (60)
days prior written notice to the other; or

1
<PAGE> 4

(C) by either Owner or Agent, if a petition for bankruptcy,
reorganization or arrangement is filed by the other party, or if any such
petition shall be filed against the other party and is not dismissed within
sixty (60) days of the date of such filing, or in the event the other party
shall make an assignment for the benefit of creditors, or take advantage of any
insolvency statute or similar law, in any such event, termination to become
effective upon written notice to the other party; or

(D) by Agent, in the event Owner defaults in the performance
of any of its obligations under this Agreement and fails to cure such default
within fifteen (15) days after Owner's receipt from Agent of a notice of Owner's
default (specifying in reasonable detail the nature of the default complained
of); provided, however, that if such default cannot be cured within fifteen)
days, then such additional period as shall be reasonable, provided that Owner
has commenced to cure such default within such fifteen (15) day period and
continues to prosecute such cure with due diligence; or

(E) by Owner, in the event Agent defaults in the performance
of any of its obligations under this Agreement and fails to cure such default
within fifteen (15) days after Agent's receipt from Owner of a notice of Agent's
default (specifying in reasonable detail the nature of the default complained
of); provided, however, that if such default cannot be cured within fifteen (15)
days, then such additional period as shall be reasonable, provided that Agent
has commenced to cure such default within such fifteen (15) day period and
continues to prosecute such cure with due diligence; or

(F) by Owner, immediately upon service of written notice to
Agent, in the event of (i) any theft of money or property of Owner by Agent,
(ii) any fraudulent act by Agent, or (iii) any willful misconduct on the part of
Agent.

Upon the effective date of termination of this Agreement for any reason, the
authority created hereby shall immediately cease and Agent shall have no further
right to act as agent for Owner, draw checks on any account containing Receipts
or otherwise perform or be paid for any services hereunder (except as otherwise
set forth in this Agreement). Notwithstanding the foregoing, upon written
request from Owner, Agent shall continue to perform the services required
hereunder on the terms and conditions otherwise herein set forth for a period
not in excess of thirty (30) days following termination.

Upon termination of this Agreement for any reason, Agent shall deliver to Owner
the following:

(a) A final accounting, reflecting the balance of income and
expenses of the Property as of the date of termination, to be
delivered within thirty (30) days after such termination.

(b) Any balance or monies of Owner, or tenant security deposits,
or both, held by Agent with respect to the Property, to be
delivered promptly following termination, but no later than
ten (10) days after termination.

2
<PAGE> 5

(c) All records, contracts, leases, receipts for deposits, unpaid
bills and other papers or documents which pertain to the
Property, to be delivered promptly following termination, but
no later than thirty (30) days after termination.

Agent shall fully cooperate with Owner and any new manager in connection with
the transfer of Agent's duties to such new manager to permit an orderly
transition of management services.

4. COMPENSATION OF AGENT AND REIMBURSEMENT OF EXPENSES OF
OPERATION.

A. As compensation for its management services under this
Agreement, Agent shall be entitled to receive from Owner a management fee (the
"Management Fee") in an amount and on the terms set forth in Exhibit A which is
attached hereto and made a part hereof.

B. In addition to the Management Fee and other reimbursements
as provided elsewhere in this Agreement, Owner agrees to reimburse Agent for any
and all other actual costs or expenses (without mark-up or a profit) for: (i)
property management fees and/or construction supervision fees paid by Agent to
third parties pursuant to a property management and/or construction supervision
agreement entered into by Agent in accordance with Section 7(I) below or
otherwise approved by Owner in writing; (ii) premiums for property, general
liability or other insurance coverages required by Owner; (iii) mail and
publication expenses related to the Property, or for business forms and supplies
(including but not limited to, those related to accounting and computer
operations); (iv) costs related to the financial operations of the Property
(including, but not limited to, bank fees and service charges); and (v) all
other ordinary and necessary costs and expenses for the operation and management
of the Property or for which property management companies are customarily
reimbursed, or which are customarily considered an owner's cost or expense, at
comparable properties in the general geographic area in which the Property is
located (all of the foregoing described costs and expenses shall be deemed
"Expenses of Operation"); provided, however, Agent shall only be entitled to
reimbursement of such Expenses of Operation if the same have been included in
the Budget (as defined in Section 5(D)below) or have otherwise been approved by
Owner in waiting and further provided that from time to time Owner shall have
the right to adjust the reimbursement of Expenses of Operation to Agent by Owner
based upon the difference between the prevailing market rate for all items
related to the Expenses of Operation (other than the reimbursements described in
clause (ii) of this paragraph) and the actual Expenses of Operation incurred by
Agent for which it seeks or has obtained reimbursement.

C. Owner shall also pay or reimburse Agent for any sums of
money due it under this Agreement for services or actions prior to termination,
notwithstanding any termination of this Agreement, but the amounts payable to
Agent under this Agreement shall only be due with respect to the period of time
during which this Agreement is in effect.

5. RESPONSIBILITIES OF AGENT.

A. GENERAL. Subject to the terms and conditions of this
Agreement, Agent is hereby charged with the sole and exclusive responsibility to
manage the Property or, as approved by Owner in writing, subcontract for the
management of the Property and shall provide the

3
<PAGE> 6

services and do all things reasonably required to be provided for the efficient
and competent operation and management of the Property, including such things as
will keep Owner in compliance with leases and other agreements affecting or
related to the Property. All services shall be performed in a diligent and
professional manner in accordance with the highest recognized standards of the
property management industry. Manager shall at all times be subject to the
direction of Owner and shall keep Owner informed of all matters concerning the
Property. Manager shall act in a fiduciary capacity with respect to the proper
protection of Owner's assets.

B. RECEIPT OF FUNDS AND BANK ACCOUNTS. Agent shall use its
diligent efforts to collect in accordance with accepted practices in the
industry all rents, receipts, income and security deposits and all other sums of
money whatsoever (all hereinafter collectively called "Receipts") which may be
due or payable to Owner in connection with the occupancy, use or enjoyment of
the Property, and to account to Owner for the Receipts and to remit the same to
an account at an Owner-approved, federally-insured bank or savings an loan
association as soon as reasonably possible following their collection by Agent.
Agent shall be entitled to withdraw funds from said account to pay Expenses of
Operation. Through the use of signature cards, authorized representatives of
Owner shall be permitted access to any and all funds in said account. Owner
shall approve the designation of employees of Agent who are authorized to make
commitments and expenditures with respect to the Property and the maximum
authorized level of expenditure that pertains to each such employee.

C. MONTHLY AND ANNUAL STATEMENTS. On or before the twentieth
(20th) day of each full calendar month after the Commencement Date to and
including the twentieth (20th) day of the calendar month next following the
expiration (whether by lapse of time or otherwise) of the term of this
Agreement, Agent shall deliver to Owner an accounting (hereinafter called the
"Monthly Statement") setting forth the amount and source of the Receipts, the
Gross Operating Receipts (as defined in Exhibit A) and the Management Fee for
the preceding calendar month, the Expenses of Operation and the amount and age
of any rent delinquencies. The Monthly Statement shall also include a check
register indicating the name of each payee of each disbursement for the prior
month, the amount of each disbursement, the check number and a description of
the disbursement and copies of paid invoices or other supporting documentation
relating to the disbursement. Agent shall remit the Receipts to Owner as often
as is reasonably practical (excluding an amount necessary to maintain a
reasonable operating reserve), and, concurrently with the delivery of the
Monthly Statement by Agent, Agent shall remit to Owner the excess of the
Receipts for the subject month not yet remitted to Owner over the Expenses of
Operation for the subject month not yet paid out of Receipts (excluding any
amount necessary to maintain a reasonable operating reserve). In the event the
Expenses of Operation exceed the Receipts for any such month, Agent shall
immediately notify Owner. Nothing herein shall obligate Agent to advance its own
funds on behalf of Owner. On or before ninety (90) days after the end of each
calendar year of the Property, Agent shall deliver to Owner an accounting
setting forth the results of operations for that calendar year together with
such other statements and reports as are reasonably required by Owner.

D. BUDGET, BUSINESS PLAN. Except as otherwise agreed between
Owner and Agent, ninety (90) days prior to the commencement date of each
calendar year or, for the first

4
<PAGE> 7

year of this Agreement, ninety (90) days subsequent to the date of this
Agreement, Agent shall submit to Owner for its review and written approval a
proposed budget and business plan for such calendar year or partial calendar
year. Each such budget shall contain an estimate of revenues which will be
received from the Property during such calendar year or partial calendar year
and an estimate of expenditures for operating expenses, capital expenditures,
maintenance and debt service for the Property. Owner shall use its good faith
efforts to give its approval or disapproval of such proposed budgets not later
than forty-five (45) days after its receipt thereof. Upon Owner's approval such
proposed budget shall become the "Budget" (as such term is used in this
Agreement) for such calendar year or partial calendar year. If the proposed
budget for a calendar year or partial calendar year is not approved by Owner on
or before the commencement thereof, then Agent shall be entitled to continue to
make expenditures [except Extraordinary Expenditures (as hereinafter defined),
each of which must be approved by Owner] for items contained in the
most-recently approved Budget, not in excess, as to each line item on a monthly
basis, of the approved line item in question for the previous calendar year or
partial calendar year plus five percent (5%). If no previously approved Budget
exists, then Agent shall be entitled to continue to make expenditures (except
Extraordinary Expenditures, each of which must be approved by Owner) for
Expenses of Operation at the prevailing market rate. When approved by Owner,
Agent shall implement the applicable Budget and shall be authorized, subject to
the limitations set forth in this Agreement, without the need for further
approval by Owner, to make the expenditures and incur the obligations provided
forbid the applicable Budget. No Budget shall be deemed approved unless approved
by Owner as aforesaid. Notwithstanding the foregoing to the contrary, without
the prior approval of Owner, Agent shall not enter into any contract (i) for
Extraordinary Expenditures, regardless of the duration of such contract; or (ii)
for a duration longer than one (1) year unless such contract is terminable
without penalty upon thirty (30) days' notice or less. For purposes of this
paragraph, "Extraordinary Expenditures" shall mean those improvements, capital
or otherwise, repairs or projects which are of a non-recurring nature.

If at any time during any period to which a Budget relates, Agent
shall, in the performance of its duties hereunder, determine that the Budget
relating to such period is no longer appropriate or feasible because of changes
in conditions, circumstances or otherwise (but in no event due to Agent's
failure to perform any of its duties hereunder), Agent shall forthwith submit to
Owner for its approval a revised budget for the remainder of such period,
indicating, in narrative form, the reasons why the assumptions used as the basis
for preparation of the original Budget for such period are no longer operative.
Owner shall promptly review such revised budget, but until such time as Owner
approves such revised budget, if at all, the most-recently approved Budget shall
remain in effect.

During the period to which a Budget relates, (i) Agent shall, in the
performance of its duties hereunder, comply with the Budget relating to such
period, and (ii) Agent shall not deviate from the applicable Budget, without the
prior written approval of Owner.

E. PAYMENT OF EXPENSES OF OPERATION. Costs and expenses
incurred by Agent on behalf of Owner in accordance with the provisions of this
Agreement, including all Expenses of Operation to the extent the same have been
included in the Budget or otherwise

5
<PAGE> 8

approved by Owner in writing, shall be payable by Agent on behalf of Owner out
of the Receipts received in accordance with Section 5(B) above. Unless
specifically authorized by Owner, Agent shall not make debt service payments or
payments on account of real estate taxes and assessments.

F. BOOKS AND RECORDS. Agent shall maintain at its office on
the Property adequate and separate books and records in connection with its
management and operation of the Property. Such books and records shall be
maintained at Agent's expense and in accordance with accounting principles
consistently applied. Owner shall, upon request, have the right and privilege of
examining such books and records at any and all reasonable times. Agent shall
assist Owner in preparing and filing all forms, reports and returns required by
any Federal, state, county or municipal authority relating to the operation of
the Property.

G. INSURANCE. Owner shall obtain and keep in full force and
effect throughout the term of this Agreement, by a blanket policy or otherwise,
fire and extended coverage insurance, public liability insurance, burglary and
theft insurance, worker's compensation insurance and other customary insurance
on the Property. All such policies of insurance shall name Owner, Agent and such
other parties as Owner or Agent may designate as insureds thereunder as their
respective interests may appear. The cost of each such policy of insurance or of
the portion of such policy that relates to the Property, shall be an Expense of
Operation. Agent shall investigate and report in writing to Owner, and to the
appropriate insurer, all accidents and claims for damage or loss relating to the
Property. Agent shall maintain the following types of insurance: (i)
Comprehensive crime policy covering Agent's employees with a limit of not less
than $1,000,000; (ii) Worker's compensation insurance with coverages and limits
necessary to meet the requirements of the laws of the states in which the
employees are employed; (iii) Employers liability covering bodily injury with
coverages and limits as Owner may reasonably require; (iv) Commercial general
liability insurance with a limit of $2,000,000 per occurrence, $2,000,000
general aggregate including coverage for bodily injury, property damage and
completed operations; (v) Comprehensive automobile liability covering all owned,
non-owned and hired vehicles with a combined single limit of $1,000,000; and
(vi) Any other insurance which may be required to comply with any federal, state
or local law or otherwise as Owner may require. Evidence of such insurance in a
form satisfactory to Owner will be provided to Owner by Agent annually. Agent
shall require of any contractor or subcontractor doing work at the Property
insurance coverage, at their expense, in the following minimum amounts: (i)
Worker's compensation as required by the law of the state in which the Property
is located; (ii) Employers liability covering bodily injury with coverages and
limits as Owner may reasonably require; (iii) Commercial general liability
insurance with a limit of $1,000,000 per occurrence, $1,000,000 general
aggregate, including coverage for bodily injury, property damage and completed
operations; and (iv) Comprehensive automobile liability covering all owned,
non-owned and hired vehicles with a combined single limit of $1,000,000. In
addition to the above, Agent shall require umbrella liability insurance with
limits up to $5,000,000 if the work to be done creates a greater exposure for
injury or property damage. Owner and Agent shall be added as additional insureds
to the above policies. Certificates of Insurance evidencing the above will be
delivered to Agent before any work is done.

6
<PAGE> 9

H. SPACE AVAILABLE TO AGENT. Owner shall provide Agent,
without charge, space, utilities, furnishings and standard office equipment in
the Property for use as an office.

6. MANAGEMENT AUTHORITY.

A. CONTRACTS, CAPITAL EXPENDITURES, AND COLLECTIONS. Subject
to the terms of this Agreement, including without limitation, Section 5(D),
Agent shall operate, maintain, repair and otherwise manage the Property and
provide for the furnishing of water, electricity, gas, telephone, vermin
extermination, trash removal and other services necessary or advisable for the
operation of the Property, and shall either perform such services or hire and
supervise contractors in the performance of such services. Agent may obtain
services or goods for the property from affiliates of Agent provided that the
consideration for such goods or services does not exceed the amount which
customarily would be charged in an arm's length transaction by an unaffiliated
person or entity. Agent shall have the authority, on behalf of Owner, to execute
contracts with third parties for the services or goods provided above; provided,
however, that Agent shall not enter into any such contract having an annual cost
in excess of $10,000 without the prior written consent of Owner. As a condition
to obtaining such consent, Agent shall supply Owner with a copy of the proposed
contract. Each such contract shall: (a) be in the name of Agent, as Agent for
Owner, (b) include a provision permitting cancellation thereof by Owner or Agent
upon no less than thirty (30) days written notice, and (c) require that all
contractors provide evidence of insurance as set forth in Section 5(G). Agent
shall have the right to demand, collect, receive and receipt for all Receipts.
Notwithstanding the foregoing, Agent shall not terminate any lease, lock out a
tenant, institute suit for rent or for use and occupancy, or proceedings for
recovery of possession, without the prior approval of Owner. In connection with
any such suits or proceedings, only legal counsel designated by Owner shall be
retained. Agent shall promptly notify Owner of any counterclaims or cross-claims
filed in any such proceedings.

B. EMPLOYMENT OF PERSONNEL. Agent shall employ or cause to be
employed a sufficient number of capable, on-site personnel to enable Agent to
properly, adequately, safely and economically manage, operate, and maintain the
Property consistent with its obligations pursuant to this Agreement. Agent shall
not discriminate against any of its personnel, any applicant for employment, any
prospective tenant or vendor because of race, creed, color, sex, sexual
orientation or national origin; and shall endeavor to cause all subcontractors
and vendors to abide by the same standard. In no event shall such personnel be
deemed personnel of Owner. The wages, salaries and other compensation of all
such personnel, including social security taxes, unemployment compensation and
similar items shall be paid by Agent or Agent's subcontractor from Receipts and
shall be deemed to be an Expense of Operation. In no event shall such wages,
salaries and other compensation materially exceed the then market rate for the
same nor shall they be changed or adjusted unless provided for in the Budget or
approved in writing by Owner. Agent shall cause all employees to be bonded or
covered under Agent's comprehensive crime insurance policy.

7
<PAGE> 10

7. GENERAL PROVISIONS.

A. RELATIONSHIP. Agent's acts and omissions which are not in
violation of the terms and provisions of this Agreement shall be deemed to be
undertaken as the agent of Owner. Agent and Owner shall not be construed as
joint venturers or partners of each other, and except as provided herein neither
of them shall have the power to bind or obligate the other. Nothing in this
Agreement shall prohibit or otherwise affect the right of either party to own,
invest in, manage, lease, operate or develop other property or to conduct
business activities which are competitive with the Property.

B. BENEFIT AND OBLIGATIONS. The covenants and agreements
contained in this Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective successors and assigns. Notwithstanding
the foregoing, Agent shall not have the right to assign, transfer or convey any
of its rights, title or interest hereunder, without the prior written consent of
Owner, except to one of its affiliates or except as provided in Section 7(I)
below.

C. NOTICES. Each notice given under this Agreement to one
party by the other party shall be in writing and be sent to the following
addresses until such time as written notice of a change is given to the other
party:

OWNER:

Edison Building, LLC
c/o Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, IL 60601
Attn: Jeff Linstrom

AGENT:

Edison Brothers Stores, Inc.
501 North Broadway
St. Louis, MO 63102
Attention: Sharon Hesse

with a copy to:

Edison Brothers Stores, Inc.
501 North Broadway
St. Louis, MO 63102
Attention: Legal Department

Each notice shall be deemed to have been given and received on the date of
delivery of the notice to the receiving party, such delivery to be made either
by personal service, by overnight courier (such as Federal Express) or by
deposit with the U.S. Mail registered or certified mail, return

8
<PAGE> 11

receipt requested, postage prepaid. Date of delivery shall be, as applicable,
either the date of personal service, or the date of receipt (for example, as
indicated on the return receipt).

D. SEVERABILITY. If any provision of this Agreement or its
application to any person or circumstances shall be determined by any court of
competent jurisdiction to be invalid and unenforceable to any extent, the
remainder of this Agreement or the application of such provision to such person
or circumstances other than those as to which it is so determined invalid or
unenforceable shall not be affected thereby, and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

E. APPLICABLE LAW. This Agreement shall be construed and
enforced in accordance with the laws of the state of Missouri.

F. ENTIRE AGREEMENT. This Agreement is the entire agreement
between the parties with respect to the subject matter hereof and shall not be
amended or modified except in a written document signed by Agent and Owner.

G. ATTORNEY'S FEES. If either party institutes a lawsuit or
other legal proceeding against the other in an effort to enforce this Agreement,
then the prevailing party shall be entitled to recover from the other party the
attorneys' fees reasonably incurred by it in bringing or defending against the
proceeding.

H. INDEMNIFICATION. Agent agrees to indemnify, defend and hold
Owner, its agents and its employees harmless from and against all claims,
liabilities, losses, damages and expenses arising out of Agent's breach of this
Agreement or an act undertaken by Agent which has not been authorized in
accordance with the terms of this Agreement, or Agent's negligence, fraud or
willful misconduct. Owner agrees to indemnify defend and hold Agent, it agents
and its employees harmless from and against all claims, liabilities, losses,
damages and expenses arising out of Owner's breach of this Agreement or Owner's
negligence, fraud, or willful misconduct.

I. SUB-AGENT AGREEMENT. Owner agrees that, subject to Owner's
prior approval, Agent may enter into property management and/or construction
supervision agreements with third parties, and that, without releasing Agent
from its obligations under this Agreement, some or all of the responsibilities
of Agent with respect to the property may be delegated to and carried out by
such third parties.

J. NO ASSIGNMENT. This Agreement may not be assigned by Agent
without prior written consent of Owner.

K. INDEMNITY BY AGENT. Agent indemnifies and holds Owner and
Owner's agents, officers and employees harmless of and from any and all claims,
losses, damages, liabilities and expenses (including, but not limited to,
reasonable attorney's fees) resulting from any of its actions arising out of its
obligations hereunder; provided, however, that Agent's indemnification shall not
apply with respect to any criminal act, negligence or willful misconduct of
Owner or Owner's agents, officers or employees.

9
<PAGE> 12

L. CONFIDENTIALITY. Agent shall keep confidential and not
disclose to any person or entity other than Owner (a) any of the terms and
conditions of this Agreement or of its engagement as Agent hereunder, (b) any
information related to the finances or operation of the Property, (c) any of the
terms of the leases or proposed leases of the Property or any information
related to the tenants under the leases, or (d) its compensation hereunder or
under any other agreement with Owner related hereto or to the Property, unless,
in each case, Agent either (i) shall be expressly authorized to disclose such
information pursuant to a provision of this Agreement, (ii) shall be required to
disclose such information pursuant to law, or (iii) shall have received Owner's
prior written consent.

M. AGENT'S AUTHORITY LIMITED. Agent's authority shall be
derived wholly from this Agreement, and Agent has no authority, express or
implied, to commit, act for or represent Owner, except to the extent
specifically provided for herein or specifically authorized in writing by Owner.

IN WITNESS WHEREOF, the parties have set their hands and seals as of
the day and year first written above.

AGENT

EDISON BROTHERS STORES, INC.

By: /s/ Alan A. Sachs
---------------------------------
Alan A. Sachs

Title: Executive Vice President

OWNER

EBS BUILDING L.L.C.

By: Price Waterhouse LLP, Manager
EBS Building, L.L.C.

By: /s/ Keith F. Cooper
---------------------------------
Keith F. Cooper

Title: Partner

10
<PAGE> 13

EXHIBIT A

I. COMPENSATION: Subject to the following terms and conditions, Owner agrees to
pay Agent and Agent agrees to accept as compensation for all management services
to be rendered by Agent pursuant to this Agreement as follows:

A. Management Fee. Owner hereby agrees to pay Agent a
monthly management fee (the "Management Fee") equal to three
percent (3%) of Gross Operating Receipts.

B. Gross Operating Receipts Defined. For purposed of
this Agreement, Gross Operating Receipts shall mean all cash
income from rental of space in the Property and from
concessions operating within the Property, including, without
limitation, all payments from tenants (including payments
based upon a tenant's prorata share of expenses of the
Property, if any), but not including (i) security and other
deposits (except those which have been forfeited to cover
unpaid rentals), (ii) insurance proceeds (except for that
portion of insurance proceeds attributable to rental incomes
under business interruption insurance coverage), (iii)
condemnation proceeds, (iv) proceeds of partial or total sale
of all or any part of the Property or any personal property
located thereon or any interest therein, or (v) loan proceeds
(including refinancing of Property debt).

C. Payment. Owner agrees to pay Agent the Management Fee
for each month on or before the tenth (10th) day following
Owner's receipt of the Monthly Statement for such month in
accordance with Section 5 above.

<PAGE> 1
EXHIBIT 6.6

-----------------------------------------------------------------

LOAN AGREEMENT

EBS BUILDING, L.L.C.

AND

FIRST BANK

MARCH 16, 1998

-----------------------------------------------------------------

<PAGE> 2

TABLE OF CONTENTS

PAGE

1. DEFINITIONS AND RULES OF INTERPRETATION..................................-1-
1.1. Definitions...................................................-1-
1.2. Rules of Interpretation.......................................-4-

2. AGREEMENT TO MAKE ADVANCES; LIMITATIONS..................................-5-
2.1. Line of Credit................................................-5-
2.2. Amount of Advances............................................-5-
2.3. Requests for Advances.........................................-5-

3. THE NOTE; INTEREST; MATURITY AND PREPAYMENT..............................-5-
3.1. The Note......................................................-5-
3.2. Funds for Payments............................................-5-
3.3. Computations..................................................-5-
3.4. The Record....................................................-6-
3.5. Payments......................................................-6-
3.6. Interest on Overdue Amounts...................................-6-
3.7. Prepayment....................................................-6-
3.8. Alienation....................................................-6-

4. CONDITIONS TO FIRST ADVANCE AND CLOSING..................................-6-
4.1. Loan Documents................................................-6-
4.2. Certified Copies of Organization Documents....................-7-
4.3. Contracts.....................................................-7-
4.4. Deliveries....................................................-7-
4.5. Legal Opinions................................................-7-
4.6. Fees and Expenses.............................................-7-
4.7. Performance; No Default.......................................-8-
4.8. Truth of Representations and Warranties.......................-8-
4.9. Waiver of Requirements........................................-8-
4.10. Certain Events...............................................-8-

5. CONDITIONS OF SUBSEQUENT ADVANCES........................................-8-
5.1. Prior Conditions Satisfied....................................-8-
5.2. Performance; No Default.......................................-8-
5.3. No Damage.....................................................-8-
5.4. Receipt of Documents by the Lender............................-9-

6. REPRESENTATIONS AND WARRANTIES...........................................-9-
6.1. Organization; Authority; Etc..................................-9-
6.2. Title to Property............................................-10-
6.3. Litigation...................................................-10-
6.4. No Materially Adverse Contracts, Etc.........................-10-
6.5. Compliance With Other Instruments, Laws, Etc.................-10-

<PAGE> 3

6.6. Tax Status...................................................-10-
6.7. No Event of Default..........................................-10-
6.8. Investment Company Act.......................................-11-
6.9. Absence of Financing Statements, Etc.........................-11-
6.10. Setoff, Etc.................................................-11-
6.11. Manager.....................................................-11-
6.12. Condition of Property.......................................-11-
6.13. Other Contracts.............................................-11-
6.14. Real Property Taxes; Special Assessments....................-11-
6.15. Effect of Requests for Advance..............................-11-

7. AFFIRMATIVE COVENANTS OF THE BORROWER...................................-12-
7.1. Punctual Payment.............................................-12-
7.2. Maintenance of Office........................................-12-
7.3. Records and Accounts.........................................-12-
7.4. Financial Statements, Certificates and Information...........-12-
7.5. Notices......................................................-12-
7.6. Existence; Maintenance of Properties.........................-13-
7.7. Insurance....................................................-13-
7.8. Taxes........................................................-15-
7.9. Inspection of Property, Other Properties and Books...........-15-
7.10. Compliance with Laws, Contracts, Licenses, and Permits......-15-
7.11. Leases......................................................-16-

8. NEGATIVE COVENANTS OF THE BORROWER......................................-16-

9. EVENTS OF DEFAULT AND REMEDIES..........................................-16-
9.1. Events of Default............................................-16-
9.2. Acceleration.................................................-18-
9.3. Other Remedies...............................................-19-
9.4. Distribution of Collateral Proceeds..........................-20-
9.5. Power of Attorney............................................-20-
9.6. Waivers......................................................-20-

10. MISCELLANEOUS AND GENERAL..............................................-21-
10.1. Setoff......................................................-21-
10.2. Expenses....................................................-21-
10.3. Indemnification.............................................-21-
10.4. Rights of Third Parties.....................................-22-
10.5. Survival of Covenants, Etc..................................-22-
10.6. Participations..............................................-22-
10.7. Relationship................................................-22-
10.8. Notices.....................................................-22-
10.9. Governing Law...............................................-23-
10.10. Consent to Jurisdiction; Waivers...........................-24-
10.11. Headings...................................................-24-

-ii-

<PAGE> 4
10.12. Counterparts...............................................-24-
10.13. Entire Agreement, Etc......................................-24-
10.14. Consents, Amendments, Waivers, Etc.........................-25-
10.15. Time of the Essence........................................-25-
10.16. Severability...............................................-25-
10.17. Assignments................................................-25-
10.18. Waiver and Release by Borrower.............................-26-
10.19. Construction...............................................-26-
10.20. Further Assurance..........................................-26-
10.21. Binding Effect.............................................-26-
10.22. Exhibits...................................................-26-
10.23. Termination................................................-26-
10.24. Loan Documents.............................................-26-
10.25. Leases.....................................................-26-

iii
<PAGE> 5

CREDIT AGREEMENT

THIS AGREEMENT made and entered into as of the 16th day of March, 1998,
by and between EBS BUILDING, L.L.C., a Delaware limited liability company, with
an address at c/o Price Waterhouse LLP (hereinafter referred to as "Borrower")
and FIRST BANK, a Missouri banking corporation (hereinafter referred to as
"Lender").

WITNESSETH:

WHEREAS, the Borrower desires to borrow up to Two Million Dollars
($2,000,000.00), (hereinafter referred to as the "Credit"); and

WHEREAS, the Lender is willing to lend such sum, or a lesser amount as
may be desired by the Borrower, to the Borrower on the basis of the
representations, warranties, conditions, and agreements herein set forth,

NOW, THEREFORE, in consideration of the promises herein contained,
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and each intending to be legally bound hereby, the parties
agree as follows:

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. Definitions. The following terms shall have the meanings set forth
in this Section or elsewhere in the provisions of this Agreement or other Loan
Documents referred to below:

Advance. Any disbursement of the proceeds of the Loan made or to be
made by the Lender pursuant to the terms of this Agreement.

Affiliate. With respect to any Person (the "Specified Person") means
any Person (1) who directly or indirectly controls, or is controlled by, or is
under common control with such Specified Person; (2) who directly or indirectly
beneficially owns or controls ten percent (10%) or more of the beneficial
ownership (voting stock, general partnership interests, or otherwise) of such
Specified Person; (3) ten percent (10%) or more of the beneficial ownership
(voting stock, general partnership interests, or otherwise) of whom is owned,
directly or indirectly, by the Specified Person; (4) who is an officer,
director, partner, member, or trustee of the Specified Person; or (5) in whom
the Specified Person is an officer, director, partner, member, or trustee. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
through the ownership of voting securities, partnership interests, membership
interests or otherwise, by contract or otherwise.

Agreement. This Agreement, including any Schedules and Exhibits
hereto.

Assignment of Leases. The Assignment of Leases and Rents, dated or to
be dated on or prior to the Closing Date, made by the Borrower in favor of the
Lender, pursuant to which the Borrower assigns its right, title and interest as
landlord in and to the Leases and the rents, issues and profits of the Property,
such Assignment of Leases and Rents to be in form and substance

<PAGE> 6

satisfactory to the Lender.

Business Day. Any day on which Lender is open for the transaction of
banking business.

Closing Date. The first date on which the conditions set forth in
Section 4 have been satisfied.

Collateral. All of the property, rights and interests of the Borrower
that are or are intended to be subject to the security interests, assignments,
and mortgage liens created by the Loan Documents, including, without limitation,
the Property, and the Personal Property.

Default. A condition or event which would, with the giving of notice or
lapse of time or both, constitute an Event of Default.

Default Rate. The default rate of interest set forth in the Note.

Event of Default. See Section 9.

Financial Statements. Those items required pursuant to Section 7.4
hereof.

Financing Statements. Uniform Commercial Code Form 1 Financing
Statement(s) from the Borrower in favor of the Lender giving notice of a
security interest in the Collateral, such financing statements to be in form and
substance satisfactory to the Lender.

Indemnity Agreement. The Indemnity Agreement dated or to be dated on or
prior to the Closing Date, made by the Borrower in favor of the Lender, pursuant
to which the Borrower agrees to indemnify the Lender with respect to Hazardous
Materials, Environmental Laws, and Accessibility Laws, such Indemnity Agreement
to be in form and substance satisfactory to the Lender.

Leases. Leases, licenses, and agreements, whether written or oral,
relating to the use or occupation of space in the improvements on the Property
by Persons other than the Borrower.

Loan. The loan which is the subject of this Agreement.

Loan Amount. Two Million Dollars ($2,000,000.00).

Loan Documents. This Agreement, the Note, the Indemnity Agreement, the
Mortgage, the Financing Statements, the Assignment of Leases, and all other
agreements, documents and instruments now or hereafter evidencing, securing or
otherwise relating to the Loan.

Maturity Date. March 15, 1999.

Mortgage. That certain Deed of Trust and Security Agreement (with
assignment of leases and rents provision) encumbering the Property, executed and
delivered by Borrower in favor of Lender in connection with the Loan.

-2-
<PAGE> 7

Obligations. The obligations of Borrower to:

(A) To repay all indebtedness, obligations and liabilities of
the Borrower to the Lender, individually or collectively, existing on the date
of this Agreement or arising thereafter, including any extensions, amendments,
modifications, renewals, refinancings, refundings thereof and substitutions
therefor, whether direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this
Agreement, any of the other Loan Documents, or the Note or other instruments at
any time evidencing any thereof, or otherwise.

(B) To repay to Lender all amounts advanced by Lender
hereunder or otherwise on behalf of Borrower, including, but without limitation,
advances for principal or interest payments to prior secured parties, mortgagee,
or lienors, or for taxes, levies, insurance, rent, repairs to or maintenance or
storage of any of the Collateral; and

(C) Except as hereinafter specifically provided, to reimburse
Lender, on demand, for all of Lender's expenses and costs, including without
limitation the reasonable fees and expenses of its counsel, in connection with
the enforcement of this Agreement, the preparation of the documents required
hereunder, and the closing of the Loan, and including without limitation, any
proceeding brought or threatened to enforce payment of any of the obligations
referred to in the foregoing paragraphs (A) and (B).

Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

Personal Property. All goods, materials, supplies, inventory,
furnishings, fixtures, furniture, machinery, equipment, all other items of
tangible personal property, all general intangibles, all drawings, designs,
specifications, blue prints, plans, promotional brochures, mailing lists,
records, customer lists, all instruments, chattel paper, documents and accounts,
and all proceeds, substitutes, replacements, accretions, accessions and products
of any of the foregoing now or hereafter owned or acquired by the Borrower,
wherever located, and to be used in connection with the ownership, operation, or
maintenance of the Property.

Property. The real property described on Exhibit A, attached hereto and
incorporated herein located in the City of St. Louis, Missouri, together with
all improvements thereon and appurtenances thereto and more fully described in
the Mortgage.

Record. Any record, including computer records, maintained by any
Lender with respect to any Advance pursuant to the Note.

Survey. An ALTA/ACSM survey of the Property prepared by a registered
land surveyor certified to Lender and the Title Company, which survey is to show
the same by metes and bounds together with all easements as actually located
(referring to same by book and page number of recordation or if the same cannot
be located then, indicating the same), set back lines,

-3-
<PAGE> 8

improvements, walks, alleys, drives, former streets and alleys, if vacated,
adjoining public roads, streets, or other thoroughfares, and all appurtenant
easements, the proposed location of the buildings, a legal description of the
Property and the area of the Property in square feet, dimensions, area, and
locations of improvements, ingress and egress to and from the Property; parking
area; easements, including all appurtenant easements, the location of adjacent
streets, and such additional details as Lender may reasonably request, together
with satisfactory evidence that the improvements on the Property do not and will
not encroach upon any property line, building set-back line or easement.

Taking. Any condemnation for public use of, or damage by reason of, the
action of any Governmental Authority, or any transfer by private sale in lieu
thereof, either temporarily or permanently.

Title Insurance Company. Chicago Title Insurance company, with a usual
place of business at 241 Main Street, Edwardsville, Illinois 62025.

Title Policy. An ALTA standard form title insurance policy issued by
the Title Insurance Company (with such reinsurance or co-insurance as the Lender
may require, any such reinsurance to be with direct access endorsements) in an
amount not less than the Loan Amount insuring the priority of the Mortgage and
that the Borrower holds marketable fee simple title to the Property, subject
only to such exceptions as the Lender may approve and which shall not contain
exceptions for mechanics liens, persons in occupancy or matters which would be
shown by a survey, shall not insure over any matter except to the extent that
any such affirmative insurance is acceptable to the Lender in its sole
discretion, and shall contain such endorsements and affirmative insurance as the
Lender in its discretion may require, including but not limited to (a) a
comprehensive endorsement, (b) a variable rate of interest endorsement, (c) a
future advance endorsement, and (d) an ALTA form 3.1 zoning endorsement.

1.2. Rules of Interpretation.

(a) The singular includes the plural and the plural includes
the singular.

(b) A reference to any law includes any amendment or
modification to such law.

(d) The words "approval" and "approved", as the context so
determines, means an approval in writing given to the party seeking approval
after full and fair disclosure to the party giving approval of all material
facts necessary in order to determine whether approval should be granted.

2. AGREEMENT TO MAKE ADVANCES; LIMITATIONS.

2.1. Line of Credit. The Lender agrees, on the terms and conditions of
this Agreement, to make funds available to the Borrower in the aggregate
principal amount at any time

-4-
<PAGE> 9

outstanding up to but not exceeding the Loan Amount. Within such limit, the
Borrower may borrow and reborrow at any time and from time to time up to and
including March 15, 1999, or the termination of the commitment of the Lender,
whichever is earlier.

2.2. Amount of Advances. Each principal Advance shall be in a minimum
amount of One Thousand Dollars ($1,000.00). Each Request for Advance hereunder
shall constitute a representation and warranty by the Borrower that the
conditions set forth in Section 4, in the case of the initial Advance and
Section 5, in the case of all other Advances have been satisfied on the date
of such Request for Advance.

2.3. Requests for Advances. Each request for an advancement of
principal shall be in writing, the form of which shall be substantially as
shown in Exhibit B, attached hereto and incorporated herein (hereinafter
referred to as the "Request for Advance"). The Borrower shall provide the
Lender with written verification (substantially in the form as shown in Exhibit
C, attached hereto and incorporated herein) of the party or parties other than
those specified above who are authorized to endorse the Note or execute a
Request for Advance. Such authorization shall remain in full force and effect
until written notice of amendment to rescission shall have been received by the
Lender.

3. THE NOTE; INTEREST; MATURITY AND PREPAYMENT.

3.1. The Note. The Loan shall be evidenced by a promissory note of the
Borrower in substantially the form of Exhibit D, attached hereto and
incorporated herein (the "Note"), dated as of the Closing Date and completed
with appropriate insertions. The Note shall be payable to the order of Lender in
a principal amount equal to the Loan Amount.

3.2. Funds for Payments.

(a) All payments of principal, interest, fees and any other
amounts due under the Note or under any of the other Loan Documents shall be
made to the Lender, at its office at 11901 Olive Boulevard, St. Louis, Missouri
63141, or at such other location that the Lender may from time to time
designate, in each case not later than 2:00 p.m. (St. Louis, Missouri time) on
the day when due in immediately available funds in lawful money of the United
States.

(b) All payments by the Borrower under the Note and under any
of the other Loan Documents shall be made without setoff or counterclaim and
free and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction
or any political subdivision thereof or taxing or other authority therein

3.3. Computations. Interest on the Note shall be calculated on a daily
basis by dividing the annual rate of interest by 360 to obtain the daily
interest rate. All interest due hereunder shall be paid for the actual number of
days elapsed. Whenever a payment hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension.

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<PAGE> 10

3.4. The Record. The Borrower irrevocably authorizes Lender to make or
cause to be made, at or about the time of any Advance or at the time of receipt
of any payment of the principal of such Note, an appropriate notation on
Lender's Record reflecting the making of such Advance or (as the case may be)
the receipt of such payment. The outstanding amount of the Advances set forth on
Lender's Record shall be prima facie evidence of the principal amount thereof
owing and unpaid to Lender, but the failure to record, or any error in so
recording, any such amount on Lender's Record shall not limit or otherwise
affect the obligations of the Borrower hereunder or under the Note to make
payments of principal of or interest on the Note when due.

3.5. Payments. The from time to time outstanding principal balance of
the Note shall bear prematurity interest at the rate set forth in the Note.
Principal and interest shall be repaid as set forth in the Note and interest
shall be payable monthly on the 1st day of each month commencing on 1st day of
each month thereafter until maturity, whether by acceleration or otherwise.

3.6. Interest on Overdue Amounts. Overdue principal and (to the extent
permitted by applicable law) interest and all other overdue amounts payable
hereunder or under any of the other Loan Documents shall bear interest payable
on demand at the Default Rate until such amount shall be paid in full (whether
before or after judgment).

3.7. Prepayment. The Borrower shall have the right, at its election, to
repay the outstanding amount principal balance of the Loan, as a whole or in
part, at any time without penalty or premium. Each such partial prepayment shall
be in an integral multiple of One Thousand Dollars ($1,000.00), on the principal
repaid to the date of payment.

3.8. Alienation. It is agreed, and the Mortgage and the Note shall so
provide, except as permitted hereunder, that all indebtedness evidenced by the
Note shall at the option of the holder of the Note become forthwith due and
payable upon any assignment, sale, voluntary encumbrance, or other attempted
alienation of the Property.

4. CONDITIONS TO FIRST ADVANCE AND CLOSING. The obligation of the Lender to make
the initial Advance hereunder and to close shall be subject to the satisfaction
of the following conditions precedent:

4.1. Loan Documents. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to the Lender. Lender
shall have received a fully executed copy of each such document.

4.2. Certified Copies of Organization Documents. The Lender shall have
received certified copies of (i) the Articles of Organization and all amendments
thereto of Borrower certified by the Secretary of the State of Delaware; (ii)
the Member's Agreement of Borrower and all amendments thereto of Borrower; (iii)
certified copies of any required consent of Borrower's members; (iv) a certified
order designating Price Waterhouse LLP as manager of

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<PAGE> 11

Borrower; and (v) a certificate of good standing of Borrower under the laws of
the States of Delaware and Missouri.

4.3. Contracts. The Borrower shall have delivered to the Lender correct
and complete photocopies of all requested contracts relating to the Property and
the Personal Property.

4.4. Deliveries. The following items or documents shall have been
delivered to the Lender by the Borrower and shall be in form and substance
satisfactory to the Lender:

4.4.1. Title Policy. The Title Policy, together with proof of
payment of all fees and premiums for such policy and true and accurate copies of
all documents listed as exceptions under such policy.

4.4.2. Insurance. Duplicate originals or certified copies of
all policies of insurance required by the Mortgage to be obtained and maintained
by the Borrower and certificates of insurance evidencing the insurance required
by Section 7.7 to be obtained and maintained by the Borrower.

4.4.3. Survey. A Survey of the Property (and any existing
improvements thereon).

4.4.4. Taxes. Evidence of payment of all real estate taxes and
municipal charges on the Property (and any existing improvements thereon) which
were due and payable prior to the Closing Date.

4.4.5. Financial Statements. Financial Statements as required
pursuant to Section 7.4 hereof.

4.4.6. Flood Plain. Evidence satisfactory to Lender the
Property is not in a federally designated flood plain zone or, in lieu thereof,
a federally subsidized policy of flood insurance naming Lender as mortgagee.

4.5. Legal Opinions. The Lender shall have received favorable opinions
in form and substance satisfactory to the Lender, addressed to the Lender and
dated as of the Closing Date, from Borrower's counsel relating to such matters
as the Lender shall reasonably request.

4.6. Fees and Expenses. The Borrower shall have paid to Lender:

4.6.1. Attorneys' Fees. Lender's attorneys' fees and expenses;
and

4.6.2. Other Fees. All other fees and expenses of Lender
incurred in connection with the Loan.

4.7. Performance; No Default. The Borrower shall have performed and
complied with all terms and conditions herein required to be performed or
complied with by it on or prior to the date of the initial Advance, and on the
date of the initial Advance, there shall exist no Default or

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<PAGE> 12

Event of Default.

4.8. Truth of Representations and Warranties. The representations and
warranties made by the Borrower in the Loan Documents or otherwise made by or on
behalf of the Borrower in connection therewith or after the date thereof shall
have been true and correct in all material respects when made and shall also be
true and correct in all material respects on the date of the initial Advance.

4.9. Waiver of Requirements. Lender in its sole and absolute
discretion, may temporarily waive the requirements to deliver one or more of the
items or documents required in this Section 4 with respect to one or more
Advances under the Loan, however, at the sole and absolute discretion of
Lender, such items or documents must be delivered to Lender prior to any
further Advances of the Loan unless Lender otherwise agrees in writing.

4.10. Certain Events. At the time of the initial Advance:

4.10.1. No Default. No Default or Event of Default shall have
occurred and be continuing;

4.10.2. Adverse Change. No material adverse change shall have
occurred in the financial condition of Borrower since the submission of
Financial Statements of Borrower on or about the date of this Agreement; and

4.10.3. Loan Documents. All of the Loan Documents shall be in
full force and effect.

5. CONDITIONS OF SUBSEQUENT ADVANCES. The obligation of the Lender to make any
Advance after the initial Advance shall be subject to the satisfaction of the
following conditions precedent:

5.1. Prior Conditions Satisfied. All conditions precedent to the
initial Advance and any prior Advance shall continue to be satisfied as of the
date of such subsequent Advance.

5.2. Performance; No Default. The Borrower shall have performed and
complied with all terms and conditions herein required to be performed or
complied with by it on or prior to the date of such Advance, and on the date of
such Advance there shall exist no Default or Event of Default.

5.3. No Damage. The Improvements shall not have been injured or damaged
by fire, explosion, accident, flood or other casualty, unless the Lender shall
have received insurance proceeds sufficient in the reasonable judgment of Lender
to effect the satisfactory restoration of the Improvements and to permit the
completion thereof on or prior to the Completion Date.

5.4. Receipt of Documents by the Lender. The Lender shall have received
the following items or documents which shall be in form and substance
satisfactory to the Lender:

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<PAGE> 13

5.4.1. Request for Advance. A Request for Advance complying
with the requirements hereof, including those set forth in Section 4 hereof;

5.4.2. Endorsement to Title Policy. If any of the Loan
proceeds are expended for improvement of the Property or for any other
expenditure which could give rise to a lien against the Property, a "date down"
endorsement to the Title Policy indicating no change in the state of title and
containing no survey exceptions not approved by the Lender, which endorsement
shall, expressly or by virtue of a proper "pending disbursements" clause or
endorsement in the Title Policy, increase the coverage of the Title Policy to
the aggregate amount of all proceeds of the Loan advanced on or before the
effective date of such endorsement;

6. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the
Lender as follows:

6.1. Organization; Authority; Etc.

6.1.1. Organization; Good Standing.

(i) Borrower is and shall continue to be a limited
liability company organized and validly existing under the laws of the
State of Delaware and authorized to do business in the State of
Missouri; and Borrower has and shall continue to have the lawful power
to own its properties and to engage in the business it conducts;

(ii) Each of the Borrower and the manager of Borrower
(a) has all requisite power to own its property and conduct its
business as now conducted and as presently contemplated, and (b) is in
good standing as a foreign entity and is duly authorized to do business
in the jurisdiction where the Property is located and in each other
jurisdiction where such qualification is necessary except where a
failure to be so qualified in such other jurisdiction would not have a
materially adverse effect on its business, assets or financial
condition.

6.1.2. Authorization. The execution, delivery and performance
of this Agreement and the other Loan Documents to which the Borrower is or is to
become a party and the transactions contemplated hereby and thereby (i) are
within the authority of such Person, (ii) have been duly authorized by all
necessary proceedings on the part of such Person, (iii) do not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which such Person is subject or any judgment, order, writ,
injunction, license or permit applicable to such Person, and (iv) do not
conflict with any provision of the articles of organization or members agreement
of, or any agreement or other instrument binding upon, such Person, and (v) do
not require the approval or consent of, or filing with, any governmental agency
or authority other than those already obtained and the filing of the Mortgage,
the Assignment of Leases and the Financing Statements in the appropriate public
records with respect thereto.

6.2. Title to Property. The Borrower holds good clear record and
marketable fee simple absolute title to the Property, and owns the Personal
Property, subject to no rights of others,

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<PAGE> 14

including any mortgages, leases, conditional sale agreements, title retention
agreements, liens or other encumbrances except for current leases already
provided to Lender.

6.3. Litigation. There are no actions, suits, proceedings or
investigations of any kind pending or, to the best of Borrower's knowledge,
threatened against the Borrower before any court, tribunal or administrative
agency or board that, if adversely determined, might, either in any case or in
the aggregate, adversely affect the properties, assets, financial condition or
business of such Person or materially impair the right of such Person to carry
on business substantially as now conducted by it, or result in any liability not
adequately covered by insurance, or for which adequate reserves are not
maintained on the balance sheet of such Person, or which question the validity
of this Agreement or any of the other Loan Documents, any action taken or to be
taken pursuant hereto or thereto, or any lien or security interest created or
intended to be created pursuant hereto or thereto, or which will adversely
affect the ability of the Borrower to construct, use and occupy the Property or
to pay and perform the Obligations in the manner contemplated by this Agreement
and the other Loan Documents.

6.4. No Materially Adverse Contracts, Etc. Borrower is not subject to
any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation that has or is expected in the future to have a
material adverse effect on the business, assets or financial condition of the
Borrower. Borrower is not a party to any contract or agreement that has or is
expected, in the judgment of the Borrower's officers, to have any material
adverse affect on the business of the Borrower.

6.5. Compliance With Other Instruments, Laws, Etc. Borrower is not in
violation of any provision of its organizational documents, by-laws, or any
agreement or instrument to which it may be subject or by which it or any of its
properties may be bound or any decree, order, judgment, statute, license, rule
or regulation, in any of the foregoing cases in a manner that could result in
the imposition of penalties or adversely affect the financial condition,
properties or business of the Borrower.

6.6. Tax Status. The Borrower (a) has made or filed all federal and
state income and all other tax returns, reports and declarations required by any
jurisdiction to which any of them is subject and (b) have paid all taxes and
other governmental assessments and charges shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and by appropriate proceedings.

6.7. No Event of Default. No Default or Event of Default has occurred
and is continuing.

6.8. Investment Company Act. Borrower is not an "investment company",
or an "affiliated company" or a "principal underwriter" of an "investment
company", as such terms are defined in the Investment Company Act of 1940.

6.9. Absence of Financing Statements, Etc. There is no financing
statement, security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any filing records, registry, or other public
office, that purports to cover, affect or give notice of any

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<PAGE> 15

present or possible future lien on, or security interest in, (a) any Collateral
or (b) any other assets or property of the Borrower or any rights relating
thereto.

6.10. Setoff, Etc. The Collateral and the rights of the Lender with
respect to the Collateral are not subject to any setoff, claims, withholdings or
other defenses. The Borrower is the owner of the Collateral free from any lien,
security interest, encumbrance and any other claim or demand.

6.11. Manager. Price Waterhouse LLP is the only manager of the
Borrower.

6.12. Condition of Property. Neither the Property nor any part thereof
is now damaged or injured as result of any fire, explosion, accident, flood or
other casualty or has been the subject of any Taking, and to the knowledge of
the Borrower, no Taking is pending or contemplated.

6.13. Other Contracts. Other than improvements in the ordinary course
of business or the engagement agreement with Price Waterhouse LLP or the
Management Agreement with Insignia Management Group, the Borrower has made no
contract or arrangement of any kind or type whatsoever (whether oral or written,
formal or informal), the performance of which by the other party thereto could
give rise to a lien or encumbrance on the Property.

6.14. Real Property Taxes; Special Assessments. There are no unpaid or
outstanding real estate or other taxes or assessments on or against the Property
or any part thereof which are payable by the Borrower (except only real estate
taxes not yet due and payable). The Borrower has delivered to the Lender true
and correct copies of real estate tax bills for the Property for the past fiscal
tax year. No abatement proceedings are pending with reference to any real estate
taxes assessed against the Property. There are no betterment assessments or
other special assessments presently pending with respect to any part of the
Property, and the Borrower has received no notice of any such special assessment
being contemplated.

6.15. Effect of Requests for Advance. Each Request for Funds submitted
to the Lender shall constitute an affirmation that the representations and
warranties contained in Section 6 of this Agreement and in the other Loan
Documents remain true and correct as of the date thereof (except to the extent
of changes resulting from transactions contemplated or permitted by the Loan
Documents and changes occurring in the ordinary course of business that singly
or in the aggregate are not adverse); and, unless the Lender is notified to the
contrary, in writing, prior to the date of the requested Advance or any portion
thereof, shall constitute an affirmation that the same remain true and correct
on the date of such Advance.

7. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower covenants and agrees
that, so long as any Obligations are outstanding:

7.1. Punctual Payment. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loan and all other amounts
provided for in the Note, this Agreement and the other Loan Documents to which
the Borrower is a party, all in accordance with the terms of the Note, this
Agreement and such other Loan Documents.

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<PAGE> 16

7.2. Maintenance of Office. The Borrower will maintain its chief
executive office at the primary place of business of Manager, or at such other
place in the United States of America as the Borrower shall designate upon
written notice to the Lender, where notices, presentations and demands to or
upon the Borrower in respect of the Loan Documents may be given or made.

7.3. Records and Accounts. The Borrower will (a) keep true and accurate
records and books of account in which full, true and correct entries will be
made in accordance with generally accepted accounting principles and (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation and amortization of its properties, contingencies, and other
reserves.

7.4. Financial Statements, Certificates and Information. The Borrower
will deliver or cause to be delivered to the Lender:

7.4.1. As soon as practicable, but in any event not later than
one hundred and twenty (120) days after the end of each fiscal year of the
Property, the operating statement for the Property at the end of such year, and
the related statement of income for such year, each setting forth in comparative
form the figures for the previous year and all such statements to be in
reasonable detail, prepared in accordance with generally accepted accounting
principles;

7.4.2. As soon as practicable, but in any event not later than
sixty (60) days after the end of each of the first three (3) fiscal quarters of
the Property for any fiscal year, the operating statement for the Property at
the end of such quarter, and the related statement of income for such quarter,
each setting forth in comparative form the figures for the previous quarter and
all such statements to be in reasonable detail;

7.4.3. From time to time such other financial data and
information as the Lender may reasonably request.

7.5. Notices.

7.5.1. Notification of Claims Against Collateral. The Borrower
will, immediately upon becoming aware thereof, notify the Lender in writing of
any setoff, claims, withholdings or other defenses to which any of the
Collateral, or the rights of the Lender with respect to the Collateral, are
subject.

7.5.2. Notice of Litigation and Judgments. The Borrower will
give notice to the Lender in writing within fifteen (15) days of becoming aware
of any litigation or proceedings threatened in writing or any pending litigation
and proceedings affecting the Property or affecting the Borrower or to which the
Borrower is or is to become a party involving an uninsured claim against the
Borrower that could reasonably be expected to have a material adverse effect on
the Borrower and stating the nature and status of such litigation or
proceedings. The Borrower will give notice to the Lender, in writing, in form
and detail satisfactory to the Lender, within ten (10) days of any judgment not
covered by insurance, final or otherwise, against the Borrower in an amount in
excess of Fifty Thousand Dollars ($50,000.00).

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<PAGE> 17

7.5.3. Notice of Occupancy of Tenants. The Borrower will give
written notice to the Lender at least ten (10) days prior to the commencement
of, and again on the date of, occupancy of the improvements on the Property by
any new tenant under a Lease, stating the name of the tenant, the date of
occupancy, and the area so occupied.

7.6. Existence; Maintenance of Properties. The Borrower will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence as a Delaware limited liability company authorized to do
business in the Sate of Missouri. The Borrower will do or cause to be done all
things reasonably necessary to preserve and keep in full force all of its rights
and franchises. The Borrower (a) will cause all of its properties used or useful
in the conduct of its business to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment, (b) will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times, and (c) will continue to engage primarily
in the businesses now conducted by it and in related businesses.

7.7. Insurance.

7.7.1. Borrower's Insurance. The Borrower will obtain and
maintain insurance with respect to the Property as required by the Mortgage
including but not limited to:

(1) hazard insurance, covering such hazards as Lender
may reasonably require, including without limitation, fire, earthquake,
and tornado insurance, together with an ordinance or law coverage
endorsement (form CP 04 05 or its equivalent), and insurance for
vandalism and malicious mischief with respect to the Property with such
insurance companies and in an amount not less than the greater of: (a)
the "full insurable value" of the Property or (b) such other amounts as
may from time to time be required by Lender, with no co-insurance
clauses in the policies of insurance unless Lender shall consent
thereto in writing. The "full insurable value" shall mean the actual
replacement (excluding foundation and excavation costs and costs of
underground flues, pipes, drains, and all uninsurable items) after
deduction for physical depreciation and shall be determined from time
to time at the request of Lender, not more frequently than once every
five (5) years by an architect, contractor or appraisal company, or one
of the insurers, and in any case, selected by and paid for by Borrower
and approved by the Lender;

(2) comprehensive general liability and property
damage with bodily injury coverage with broad form coverage or with
broad form coverage endorsement with such companies and in such amounts
as Lender may reasonably require;

(3) business interruption or rent loss insurance in
an amount of not less than a sum equal to twelve (12) months rental or
other income from all Leases or other uses, together with an ordinance
or law - increased period of restoration endorsement (form CP 15 31 or
its equivalent);

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<PAGE> 18

(4) in the event any part of the Property is located
in a flood plain, flood insurance in an amount reasonably acceptable to
Lender;

(5) during the period of any construction, a
Contractor's All Risk Policy form, for the full insurable value of the
Property; and

(6) such other insurance from time to time reasonably
required by Lender, all with such coverages, in such forms and with
such insurers as may be required by Lender.

All insurance policies shall not be cancelable or modifiable without at
least thirty (30) days' written notice to Lender. All property insurance shall
include the standard non-contributory mortgagee's clause or its equivalent in
favor of Lender naming Lender as mortgagee with loss payable to Lender as such
mortgagee. All other policies shall name Lender as an additional named insured.

Borrower will deliver to Lender such policies marked "PAID", and new
policies as replacement for any existing policies at least thirty (30) days
before the date of expiration. Borrower shall pay or cause to be paid, as and
when due, all premiums for all insurance policies.

Borrower hereby agrees that, in the event Borrower fails to pay or
cause to be paid the premium on any such insurance when due, Lender may do so
and be reimbursed by Borrower therefor together with interest at the Default
Rate. All amounts recoverable under any such policies are hereby assigned to
Lender. Borrower shall keep all such policies of insurance constantly assigned,
pledged, and delivered to Lender for further securing the Obligations. In the
event of a loss, each insurance company is authorized and directed to make
payment for such loss directly to Lender, and Lender is authorized to adjust and
compromise such loss proceeds without the consent of Borrower and to collect,
receive, and receipt for such proceeds in the name of Borrower and Lender, and
to endorse Borrower's name upon any check in payment of loss; provided, however,
that prior to the occurrence of a Default or Event of Default hereunder Borrower
shall be entitled to participate in all negotiations and settlement conferences
regarding the same and shall have the right to approve the amount of all such
settlements or compromises, which approval shall not be unreasonably withheld or
delayed. This power shall be coupled with an interest and shall be irrevocable.
All insurance proceeds shall be applied by Lender in accordance with the
provisions of the Mortgage or if none, shall be applied to the Obligations
whether or not the same are then due and payable. The Borrower will maintain
with respect to its other properties and business insurance with financially
sound and reputable insurers against such casualties and contingencies as shall
be in accordance with the general practices of businesses engaged in similar
activities in similar geographic areas and in amounts, containing such terms, in
such forms and for such periods as may be reasonable and prudent.

7.8. Taxes.

7.8.1. The Borrower will pay all taxes, assessments and other
governmental charges imposed upon it with respect to the Property or imposed
upon the Property at the time

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<PAGE> 19

and in the manner required by the Mortgage. The Borrower will promptly pay and
discharge (by bonding or otherwise) all claims for labor, material or supplies
that if unpaid might by law become a lien or charge against the Property or any
part thereof or might affect the priority of the lien created by the Mortgage.

7.8.2. The Borrower will duly pay and discharge, or cause to
be paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it and its other real
properties, sales and activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor, materials, or supplies that
if unpaid might by law become a lien or charge upon any of its property;
provided that any such tax, assessment, charge, levy or claim with respect to
properties other than the Property need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower shall have set aside on its books adequate reserves with
respect thereto; and provided further that the Borrower will pay all such taxes,
assessments, charges, levies or claims forthwith upon the commencement of
proceedings to foreclose any lien that may have attached as security therefor.

7.9. Inspection of Property, Other Properties and Books.

7.9.1. The Borrower shall permit the Lender to visit and
inspect the Property and will cooperate with the Lender during such inspections.

7.9.2. The Borrower shall permit the Lender to examine the
books of account of the Borrower (and to make copies thereof and extracts
therefrom) and to discuss the affairs, finances and accounts of the Borrower
with, and to be advised as to the same by, its officers, all at such reasonable
times and intervals as the Lender may reasonably request.

7.10. Compliance with Laws, Contracts, Licenses, and Permits. The
Borrower will comply with, (a) the applicable laws and regulations wherever its
business is conducted, including all Environmental Laws, (b) the provisions of
its organizational documents, and other charter documents and by-laws, (c) all
agreements and instruments by which it or any of its properties may be bound,
including, in the case of the Borrower all restrictions, covenants and easements
affecting the Property, (d) all applicable decrees, orders and judgments, and
(e) all licenses and permits required by applicable laws and regulations for the
conduct of its business or the ownership, use or operation of its properties.

7.11. Leases. The Borrower will take or cause to be taken all steps
within the power of the Borrower to market and lease the leasable area of the
Property.

8. NEGATIVE COVENANTS OF THE BORROWER. The Borrower covenants and agrees that,
so long as any Obligation is outstanding, the Borrower will not create or allow
to be created or to exist any easement, right of way, restriction, covenant,
condition, license or other right in favor of any Person which affects or might
affect title to the Property or the use and occupancy of the Property or any
part thereof without (i) submitting to the Lender the proposed instrument
creating such easement, right of way, covenant, condition, license or other
right, accompanied by a survey showing the exact proposed location thereof and
such other information as the Lender

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<PAGE> 20

may reasonably request, and (ii) obtaining the prior approval of the Lender.

9. EVENTS OF DEFAULT AND REMEDIES.

9.1. Events of Default. The term "Event of Default" as used herein,
shall mean the occurrence of any of the following events:

9.1.1. The failure of Borrower to pay the Obligations, or any
part thereof, as said Obligations become due in accordance with the terms of the
Note or of any other notes, instruments, documents or agreements now or
hereafter evidencing, securing, or related to the Obligations, which failure
shall continue for ten (10) days after the giving of written notice that such
amount is due by Lender or when accelerated pursuant to any provision thereof or
of the Mortgage; or

9.1.2. The failure by Borrower, or any other party thereto, to
punctually and fully perform and observe each term, covenant, agreement, or
condition contained herein or in the Note, the Mortgage, the Loan Documents or
in any other notes, instruments, or agreements now or hereafter evidencing,
securing, or related to the Obligations if such failure shall continue for more
than thirty (30) days after the giving of written notice thereof by Lender or,
if such failure is incapable of being cured within said thirty (30) day period,
Borrower fails to commence to cure said failure within said thirty (30) day
period or fails to diligently prosecute said cure; or

9.1.3. Subject to all applicable cure periods, the default by
Borrower under any other notes, agreements, mortgages, deeds of trust, security
agreements, or any other obligations of such parties to Lender, whether or not
secured by the Collateral; or

9.1.4. Any failure by the Borrower to pay at maturity, or
within any applicable period of grace, any obligation for borrowed money or
credit received, or any failure to observe or perform any material term,
covenant or agreement contained in any agreement by which it is bound,
evidencing or securing borrowed money or credit received for such period of time
as would permit (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof; or

9.1.5. A sale, transfer, conveyance, lease (other than Leases
to tenants in the ordinary course of business), contract for deed, or other
disposition of all or any part of the Collateral or any interest therein,
including a sale, transfer, conveyance, lease, contract for deed, or other
disposition occasioned by an assignment for the benefit of creditors,
appointment of a receiver, adjudication as a bankrupt, or the filing or
instituting of bankruptcy proceedings by or against Borrower, without prior
written notice to Lender and without Lender's prior written consent, which
consent shall be at Lender's sole option and shall be upon such terms and
conditions as Lender shall, at its sole option, elect; or

9.1.6. Title to the Collateral is or becomes unsatisfactory to
the Lender by reason of any lien not approved or permitted by Lender, charge,
encumbrance, title condition or exception (including without limitation, any
mechanic's, materialman's or similar statutory or common law lien or notice
thereof), and such matter causing title to be or become unsatisfactory

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<PAGE> 21

is not cured or removed (including by bonding) within twenty (20) days after
notice thereof from the Lender to the Borrower; or

9.1.7. Borrower shall place or allow the placement of a
mortgage or deed of trust or other lien or encumbrance upon all or any portion
of the Collateral; or

9.1.8. Any party other than Borrower shall assume or enter or
undertake the performance of the obligations of Borrower under the Note, the
Mortgage, or under any of the other Loan Documents; or

9.1.9. The occurrence of any act or omission which would
authorize or permit the holder or owner of an indebtedness or obligation secured
by any superior lien against any of the Collateral to foreclose the superior
lien; or

9.1.10. Any representation or warranty made or deemed to be
made by or on behalf of the Borrower in this Agreement or in any of the other
Loan Documents, or in any report, certificate, financial statement, Request for
Advance, document or other instrument delivered pursuant to or in connection
with this Agreement, any Advance or any of the other Loan Documents, shall prove
to have been false or incorrect in any material respect upon the date when made
or deemed to be made or repeated; or

9.1.11. Any dissolution, termination, partial or complete
liquidation, merger or consolidation of the Borrower, or any sale, transfer or
other disposition of all or substantially all of the assets of the Borrower,
other than as permitted under the terms of this Agreement; or

9.1.12. Any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded otherwise than in accordance with the terms
thereof or with the express prior approval of the Lender, or any action at law,
suit in equity or other legal proceeding to cancel, revoke or rescind any of the
Loan Documents shall be commenced by or on behalf of the Borrower which is a
party thereto or any of their respective stockholders, partners or
beneficiaries, or any court or any other governmental or regulatory authority or
agency of competent jurisdiction shall make a determination that, or issue a
judgment, order, decree or ruling to the effect that, any one or more of the
Loan Documents is illegal, invalid or unenforceable in accordance with the terms
thereof; or

9.1.13. Any suit or proceeding shall be filed against the
Borrower or the Property which, if determined, would have a materially adverse
affect on the ability of the Borrower to perform each and every one of their
respective obligations under and by virtue of the Loan Documents; or

9.1.14. Any uninsured final judgment in excess of Fifty
Thousand Dollars ($50,000.00) shall be entered against the Borrower and shall
remain undischarged, unsatisfied and unstayed, for more than thirty (30) days,
whether or not consecutive; or

9.1.15. The Borrower shall: (1) become insolvent, (2) file a
voluntary petition in bankruptcy under Title 11 of the United States Code, or an
order for relief shall be issued against

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<PAGE> 22

the Borrower in any involuntary petition in bankruptcy under Title 11 of the
United States Code, or the Borrower shall file any petition or answer seeking or
acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present or
future federal, state or other law or regulation relating to bankruptcy,
insolvency or other relief of debtors, or the Borrower shall seek or consent to
or acquiesce in the appointment of any custodian, trustee, receiver, conservator
or liquidator of the Borrower, respectively, or of all or any substantial part
of its respective property, or the Borrower shall make an assignment for the
benefit of creditors, or the Borrower shall fail generally to pay its debts as
such debts become due, or the Borrower shall give notice to any governmental
authority or body of insolvency or pending insolvency or suspension of
operations; or

9.1.16. A court of competent jurisdiction shall enter any
order, judgment or decree approving a petition filed against the Borrower
seeking any reorganization, arrangement, composition, readjustment, liquidation
or similar relief under any present or future federal, state or other law or
regulation relating to bankruptcy, insolvency or other relief for debtors, or
appointing any custodian, trustee, receiver, conservator or liquidator of all or
any substantial part of its property and the same is not dismissed within sixty
(60) days after the institution thereof; or

9.1.17. If the Collateral is seized under any writ or process
of court or by any trustee or receiver; or

9.1.18. The Borrower shall be indicted for a federal crime, a
punishment for which could include the forfeiture of any of its assets; or

9.1.19. Any "Event of Default", as defined in any of the other
Loan Documents, shall occur; or

9.2. Acceleration. If any one or more of the Events of Default shall
occur, the Lender may, by notice to the Borrower, declare all unpaid principal
of and accrued interest on the Note, together with all other amounts owing under
the Loan Documents, to be immediately due and payable, whereupon same shall
become and be immediately due and payable, anything in the Loan Documents to the
contrary notwithstanding, and without presentment, protest, demand or other
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided that if any one or more of the Events of Default specified in Section
9.1.15 or Section 9.1.16 shall occur with respect to the Borrower and all
unpaid principal of and accrued interest on the Note, together with all other
amounts owing under the Loan Documents, automatically shall become and be
immediately so due and payable, without any declaration or other act on the
part of the Lender.

9.3. Other Remedies. If any one or more of the Events of Default shall
have occurred, and whether or not the Lender shall have accelerated the maturity
of the Loan pursuant to Section 9.2, the Lender, if owed any amount with respect
to the Loan may proceed to protect and enforce its rights and remedies
under this Agreement, the Note or any of the other Loan Documents by suit in
equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement and the
other Loan Documents or any instrument pursuant to which the Obligations are
evidenced. Without limiting the generality of

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<PAGE> 23

the foregoing, Lender may immediately, without demand of performance and without
other notice (except as specifically required by this Agreement or the Loan
Documents) or demand whatsoever to Borrower, all of which are hereby expressly
waived, sell at public or private sale or otherwise realize upon, the whole or,
from time to time, any part of the Collateral, or any interest which Borrower
may have therein. Any remainder of the proceeds after satisfaction in full of
the Obligations shall be distributed as required by applicable Laws. Notice of
any sale or other disposition of any of the Collateral consisting of personal
property shall be given to Borrower at least ten (10) days before the time of
any intended public sale or of the time after which any intended private sale or
other disposition of the Collateral is to be made, which Borrower hereby agrees
shall be reasonable notice of such sale or other disposition. Borrower agrees to
assemble, or to cause to be assembled, at its own expense, the Collateral at
such place or places as Lender shall designate. At any such sale or other
disposition, Lender may, to the extent permissible under applicable laws,
purchase the whole or any part of the Collateral, free from any right of
redemption on the part of Borrower, which right is hereby waived and released.
With respect to the exercise of Lender's right to nonjudicial foreclosure sale
of the Property pursuant to the terms of the Mortgage, Lender shall be governed
by the terms and conditions of the Mortgage and other applicable law of Missouri
regarding real estate foreclosures. Without limiting the generality of any of
the rights and remedies conferred upon Lender under this Section, Lender may, at
Lender's sole option, to the full extent permitted by applicable Laws:

9.3.1. Enter upon the premises of Borrower, exclude Borrower
therefrom, and take immediate possession of the Collateral, either personally or
by means of a receiver appointed ex parte by a court of competent jurisdiction,
using all necessary force to do so;

9.3.2. Use, operate, manage, and control the Collateral in any
lawful manner;

9.3.3. Collect and receive all rents, income, revenue,
earnings, issues and profits therefrom; and

9.3.4. Maintain, repair, renovate, complete, alter, or remove
the Collateral as Lender may determine in its discretion.

No remedy conferred upon the Lender or the holder of any Note in this
Agreement or in any of the other Loan Documents is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or thereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.

9.4. Distribution of Collateral Proceeds. In the event that, following
the occurrence or during the continuance of any Default or Event of Default, the
Lender receives any monies in connection with the enforcement of any the Loan
Documents, or otherwise with respect to the realization upon any of the
Collateral, such monies shall be distributed for application as follows:

9.4.1. First, to the payment of or the reimbursement to Lender
for or in respect of all reasonable costs, expenses, disbursements and losses
which shall have been incurred or

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<PAGE> 24

sustained by the Lender in connection with the collection of such monies by the
Lender, for the exercise, protection or enforcement by the Lender of all or any
of the rights, remedies, powers and privileges of the Lender under this
Agreement or any of the other Loan Documents or in respect of the Collateral or
in support of any provision of adequate indemnity to the Lender against any
taxes or liens which by law shall have, or may have, priority over the rights of
the Lender to such monies;

9.4.2. Second, to all other Obligations in such manner and
order or preference as the Lender may determine in Lender's sole discretion;

9.4.3. Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Lender of all of the
Obligations, to the payment of any obligations required to be paid pursuant to '
9-504(1)(c) of the Uniform Commercial Code of the State of Missouri; and

9.4.4. Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.

9.5. Power of Attorney. For the purposes of carrying out the provisions
and exercising the rights, remedies, powers and privileges granted by or
referred to in this Section 9, the Borrower hereby irrevocably constitutes and
appoints the Lender its true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and do and
perform any acts which are referred to in this Section 9, in the name and on
behalf of the Borrower. The power vested in such attorney-in-fact is, and shall
be deemed to be, coupled with an interest and irrevocable.

9.6. Waivers. The Borrower hereby waives to the extent not prohibited
by applicable law (a) all presentments, demands for performance, notices of
nonperformance (except to the extent required by the provisions hereof or of any
of the other Loan Documents), protests and notices of dishonor, (b) any
requirement of diligence or promptness on the part of the Lender in the
enforcement of its rights (but not fulfillment of its obligations) under the
provisions of this Agreement or any of the other Loan Documents, and (c) any and
all notices of every kind and description which may be required to be given by
any statute or rule of law and any defense of any kind which the Borrower may
now or hereafter have with respect to its liability under this Agreement or
under any of the other Loan Documents.

10. MISCELLANEOUS AND GENERAL.

10.1. Setoff. Regardless of the adequacy of any collateral, during the
continuance of any Event of Default, any deposits (general or specific, time or
demand, provisional or final, regardless of currency, maturity, or the branch of
Lender where such deposits are held) or other sums credited by or due from
Lender to the Borrower and any securities or other property of the Borrower in
the possession of Lender may be applied to or set off against the payment of
Obligations and any and all other liabilities, direct, or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of the
Borrower to the Lender.

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<PAGE> 25

10.2. Expenses. The Borrower agrees to pay (a) any taxes (including any
interest and penalties in respect thereto) payable by the Lender (other than
taxes based upon the Lender's net income), including any recording, mortgage or
intangibles taxes in connection with the Mortgage, or other taxes payable on or
with respect to the transactions contemplated by this Agreement, including any
taxes payable by the Lender after the Closing Date (the Borrower hereby agreeing
to indemnify the Lender with respect thereto), (b) all title insurance premiums,
(c) the reasonable fees, expenses and disbursements of the Lender's counsel or
any local counsel to the Lender incurred in connection the making of the Loan
and the preparation, review, administration or interpretation of the Loan
Documents and other instruments mentioned herein, and amendments, modifications,
extensions, approvals, consents or waivers hereto or hereunder, (d) the fees,
expenses and disbursements of the Lender incurred by the Lender in connection
with the preparation, administration or interpretation of the Loan Documents and
other instruments mentioned herein (e) all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and costs and including reasonable
attorneys' fees for representation in proceedings under the Bankruptcy Code) and
other reasonable professional fees and costs incurred by Lender in connection
with (i) the enforcement of or preservation of rights under any of the Loan
Documents against the Borrower or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation, proceeding,
or dispute whether arising hereunder or otherwise, in any way related to the
Lender's relationship with the Borrower, and (f) all reasonable fees, expenses
and disbursements of the Lender incurred in connection with UCC searches, UCC
filings, title rundowns, title searches, or mortgage recordings. The covenants
of this Section 10.2 shall survive payment or satisfaction of payment of all
amounts owing with respect to the Note.

10.3. Indemnification. Except as specifically limited in the Indemnity
Agreement, the Borrower agrees to indemnify, defend, and hold Lender harmless
from and against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Agreement or any of
the other Loan Documents or the transactions contemplated hereby and thereby, in
each case including, without limitation, the reasonable fees and disbursements
of counsel and allocated costs of internal counsel incurred in connection with
any such investigation, litigation or other proceeding. In litigation, or the
preparation therefor, the Lender shall be entitled to select its own counsel
and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly
the reasonable fees and expenses of such counsel. The obligations of the
Borrower under this Section 10.3 shall survive the repayment of the Loan and
shall continue in full force and effect so long as the possibility of such
claim, action or suit exists. If, and to the extent that the obligations of the
Borrower under this Section 10.3 are unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law.

10.4. Rights of Third Parties. All conditions to the performance of the
obligations of the Lender under this Agreement are imposed solely and
exclusively for the benefit of the Lender and no other Person shall have
standing to require satisfaction of such conditions in accordance with their
terms and no other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in
whole or in part by the Lender at any time if in their sole discretion it deems
it desirable to do so. No third party

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<PAGE> 26

shall have any right whatsoever hereunder to compel compliance with any
provision hereof, whether at law or in equity.

10.5. Survival of Covenants, Etc. All covenants, agreements,
representations and warranties made herein, in the Note, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrower pursuant hereto and thereto shall be deemed to have been relied
upon by the Lender, notwithstanding any investigation heretofore or hereafter
made by any of them, and shall survive the making by the Lender of the Loan, as
herein contemplated, and shall continue in full force and effect so long as any
amount due under this Agreement or the Note or any of the other Loan Documents
remain outstanding. All statements contained in any certificate or other paper
delivered to any Lender or the Lender at any time by or on behalf of the
Borrower pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower
hereunder.

10.6. Participations. Lender may sell participations to one or more
banks or other entities in all or a portion of Lender's rights and obligations
under this Agreement and the other Loan Documents. The Borrower agrees that in
addition to disclosures made in accordance with standard banking practices any
Lender may disclose information obtained by Lender pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder.

10.7. Relationship. The relationship between the Lender and the
Borrower is solely that of a lender and borrower, and nothing contained herein
or in any of the other Loan Documents shall in any manner be construed as making
the parties hereto partners, joint venturers or any other relationship other
than lender and borrower.

10.8. Notices. Each notice, demand, election or request provided for or
permitted to be given pursuant to this Agreement (hereinafter in this Section
10.8 referred to as "Notice") must be in writing and shall be deemed to have
been properly given or served by personal delivery or by sending same by
overnight courier or by depositing same in the United States Mail, postpaid
and registered or certified, return receipt requested, or by facsimile
transmission or telegraph and addressed as follows:

(A) If to Borrower: EBS Building, L.L.C.
c/o Price Waterhouse LLP
Keith F. Cooper
800 Market Street
St. Louis, Missouri 63101
Fax Number: 314-206-8459

with a copy to: George E. Murray III, Esq.
Bryan Cave LLP
1 Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Fax Number: 314-259-2020

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<PAGE> 27

(B) If to Lender: First Bank
11901 Olive Boulevard
St. Louis, Missouri 63141
Fax Number: 314-821-2083
Attn: Russell L. Whites

with a copy to: Robert C. Graham III
Armstrong, Teasdale, Schlafly,
& Davis
One Metropolitan Square
Suite 2600
St. Louis, Missouri 63102
Fax Number: (314) 621-5065

Each Notice shall be effective upon being personally delivered or upon being
sent by overnight courier or by facsimile transmission or telegraph or upon
being deposited in the United States Mail as aforesaid. The time period in which
a response to such Notice must be given or any action taken with respect thereto
(if any), however, shall commence to run from the date of receipt if personally
delivered, sent by overnight courier,or sent by facsimile transmission or
telegraph, or if so deposited in the United States Mail, the earlier of three
(3) Business Days following such deposit or the date of receipt as disclosed on
the return receipt. Rejection or other refusal to accept or the inability to
deliver because of changed address for which no Notice was given shall be deemed
to be receipt of the Notice sent. By giving at least thirty (30) days prior
Notice thereof, the Borrower, the Lender shall have the right from time to time
and at any time during the term of this Agreement to change their respective
addresses and each shall have the right to specify as its address any other
address within the United States of America.

10.9. Governing Law. This Agreement and each of the other Loan
Documents, except as otherwise specifically provided therein, are contracts
under the laws of the State of Missouri and shall for all purposes be construed
in accordance with and governed by the laws of said State (excluding the laws
applicable to conflicts or choice of law).

10.10. Consent to Jurisdiction; Waivers. THE BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN THE
STATE OF MISSOURI OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND (B) WAIVES ANY AND ALL
PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE (I) TO OBJECT TO JURISDICTION WITHIN
THE STATE OF MISSOURI OR VENUE IN ANY PARTICULAR FORUM WITHIN THE STATE OF
MISSOURI, AND (II) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL
DAMAGES. THE BORROWER AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF
PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH
SUIT, ACTION OR PROCEEDING MAY BE MADE BY

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<PAGE> 28

CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED DIRECTED TO THE BORROWER
AT THE ADDRESS SET FORTH IN SECTION ABOVE, AND SERVICE SO MADE SHALL BE COMPLETE
FIVE (5) DAYS AFTER THE SAME SHALL BE SO MAILED. NOTHING CONTAINED HEREIN,
HOWEVER, SHALL PREVENT THE LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
OR EXERCISING ANY RIGHTS AGAINST ANY COLLATERAL AND AGAINST THE BORROWER, AND
AGAINST ANY PROPERTY OF THE BORROWER, IN ANY OTHER STATE. INITIATING SUCH SUIT,
ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY STATE SHALL IN NO EVENT
CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE STATE
OF MISSOURI SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF THE BORROWER, THE LENDER
HEREUNDER OR THE SUBMISSION HEREIN BY THE BORROWER TO PERSONAL JURISDICTION
WITHIN THE STATE OF MISSOURI.

10.11. Headings. The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

10.12. Counterparts. This Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. In proving this Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

10.13. Entire Agreement, Etc. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in Section 10.14.

The following is added pursuant to Section 432.045 R.S.Mo.; as used
below "borrower(s)" shall mean Borrower and "creditor" shall mean Lender:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.

10.14. Consents, Amendments, Waivers, Etc. Except as otherwise
expressly set forth in any particular provision of this Agreement, any consent
or approval required or permitted by this Agreement to be given by the Lender
may be given, and any term of this Agreement or of any other instrument related
hereto or mentioned herein may be amended, and the performance or observance by
the Borrower of any terms of this Agreement or such other instrument or the
continuance of any Default or Event of Default may be waived (either generally
or in a particular

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<PAGE> 29

instance and either retroactively or prospectively) with, but only with, the
written consent of the Lender. No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Lender in exercising
any right shall operate as a waiver thereof or otherwise be prejudicial thereto.
No notice to or demand upon the Borrower shall entitle the Borrower to other or
further notice or demand in similar or other circumstances. All rights and
remedies of Lender are cumulative and concurrent and the exercise of one right
or remedy shall not be deemed a waiver or release of any other right or remedy.

10.15. Time of the Essence. Time is of the essence with respect to each
and every covenant, agreement and obligation of the Borrower under this
Agreement and the other Loan Documents.

10.16. Severability. The provisions of this Agreement are severable,
and if any term, covenant or condition of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such term,
covenant, or condition to persons or circumstances other than those as to which
it is invalid or unenforceable, shall not be affected thereby and each term,
covenant, and condition of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

10.17. Assignments. Borrower may not assign its rights under this
Agreement. Lender may transfer, assign, negotiate, pledge, sell, grant
participations or otherwise hypothecate all or any portion of this Agreement,
and/or the Loan contemplated herein, and any of its rights and security
hereunder to additional parties (the "Additional Parties"). Within fifteen (15)
days after receipt of written request from Lender specifically referring to this
paragraph and indicating that a response must be received within such fifteen
(15) day period, Borrower shall furnish to Lender a statement certifying the
terms and conditions of the Loan. Borrower's failure to effectively respond to
such request shall be conclusively construed as Borrower's consent and approval
of the terms set forth therein, and Lender and all Additional Parties shall be
entitled to rely conclusively upon such consent and approval. Borrower consents
to the review of any loan documents, financial statements and other documents
and information of Borrower for the purpose of evaluation and analysis of
Borrower and the Property by such Additional Parties.

10.18. Waiver and Release by Borrower. To the maximum extent permitted
by applicable Laws, Borrower:

10.18.1. Waives: (1) protest of all commercial paper at any
time held by Lender on which Borrower is any way liable; and (2) notice and
opportunity to be heard, after acceleration in the manner provided in Section 9
before exercise by Lender of the remedies of self-help, set-off, or of other
summary procedures permitted by any applicable Laws or by any agreement with
Borrower and, except where required hereby or by any applicable Laws, notice of
any other action taken by Lender; and

10.18.2. Releases Lender and its officers, attorneys, agents
and employees from all claims for loss or damage caused by any act or omission
on the part of any of them except willful misconduct or gross negligence.

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<PAGE> 30

10.19. Construction. The provisions of this Agreement shall be in
addition to those of the Note, the Loan Documents, and each and every other
document delivered pursuant hereto, all of which shall be construed as
complementary to each other. Nothing herein contained shall prevent Lender from
enforcing the Loan Documents in accordance with their respective terms.

10.20. Further Assurance. From time to time, Borrower will execute and
deliver to Lender such additional documents and will provide such additional
information as Lender may reasonably require to carry out the terms of this
Agreement and be informed of Borrower's status and affairs.

10.21. Binding Effect. This Agreement shall inure to the benefit of,
and shall be binding upon the respective successors and permitted assigns of the
parties hereto.

10.22. Exhibits. All exhibits hereto have been fully examined and
approved by Borrower.

10.23. Termination. This Agreement shall continue until all of the
Obligations have been paid in full free of any claims of preference,
disgorgement, or other contest.

10.24. Loan Documents. All of the terms and conditions of the Note and
other Loan Documents are incorporated herein by reference and made a part hereof
as if fully set out at length herein and shall survive the closing of the Loan
except that where such terms and conditions conflict with the terms and
conditions herein, the terms and conditions of this Agreement will control.

10.25. Leases. Rights acquired by any tenant pursuant to any lease of
the Property to be executed after the closing of the Loan, shall, at Lender's
option, be either superior or subordinate to the lien of the Mortgage and all
leases of the Property shall so provide.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

EBS BUILDING, L.L.C.

By: Price Waterhouse LLP

By: /s/ Keith F. Cooper
---------------------------
Keith F. Cooper, Partner

FIRST BANK

By: /s/ Russell L. Whites
---------------------------------
Russell L. Whites, Vice President

-26-
<PAGE> 31

EXHIBIT B

REQUEST FOR ADVANCE

- -----------------, -------------
First Bank
11901 Olive Boulevard
St. Louis, Missouri 63141

Gentlemen:

This is to verify that a request for an advance of
__________________________ Dollars ($_________________) under EBS Building,
L.L.C.'s Promissory Note dated ________________________, arising out of that
certain Loan Agreement dated ________________________, was made via the
telephone on _______________________. The individual making the request was
_____________________________. The individual receiving the request was
_________________________________.

The undersigned hereby certifies that no Event of Default, as specified
in the Loan Agreement, has occurred nor do any conditions exist which have not
been remedied which, with the giving of notice or lapse of time, would
constitute an Event of Default hereunder.

Sincerely,

EBS BUILDING, L.L.C.

By_________________________________

<PAGE> 32

EXHIBIT C

[DATE]

- -----------------, -------------
First Bank
11901 Olive Boulevard
St. Louis, Missouri 63141

Gentlemen:

With reference to the Loan Agreement dated ______________, any of the
following persons are authorized to submit requests for advances of funds or
execute a Request for Advance for and on behalf of EBS Building, L.L.C. in any
amount within the terms of the Loan Agreement:

Printed Name Title/Position Signature

- -------------------------------- -----------------------------

You may rely upon this statement of authorization and continue to honor
Requests for Advances by any one of the above until written notice of amendment
or rescission of such authority is received by the Lender.

EBS BUILDING, L.L.C.

By_________________________________