STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE -- GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                      McKellops Corporate Square Suite 105

1.  Basic  Provisions  ("Basic  Provisions").

     1.1 Parties:  This Lease (Lease"),  dated for reference purposes only, June
                                                                            ----
1, 1998, is made by and between Mr. Art Grandlich,  D.B.A.  McKellips  Corporate
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Square  (Lessee"),  and  Renaissance  International  Group, a Nevada corporation
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("Lessee") (collectively the "Parties," or Individually a "Party").


     1.2(a)  Premises:  That  certain  portion of the  Building,  Including  all
Improvements  therein or to be provided by Lessor under the terms of this Lease,
commonly  known by the street  address of 4840 East Jasmine  Street,  Suite 105,
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located in the City of Mesa County of Maricopa,  State of Arizona, with zip code
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85205,  as on Exhibit A attached  hereto  (Premises").  The  "Building"  is that
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certain  building  containing the Premises and generally  described as (describe
briefly  the  nature  of  the  Building):  an  approximate  16,772  square  foot
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office/warehouse  suite  located at  McKellops  Corporate  Square per  Exhibit A
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attached.
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In  addition  to  Lessee's  rights to use and occupy the Premises as hereinafter
specified,  Lessee  shall  have  non-exclusive  rights  to  the Common Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, exterior walls or utility raceways of the Building or to any
other  buildings  in  the  Industrial  Center.  The  Premises, the Building, the
Common  Areas,  the  land  upon  which  they  are  located, along with all other
buildings  and  Improvements thereon, are herein collectively referred to as the
"Industrial  Center."  (Also  see  Paragraph  2.)

     1.2(b) Parking: 57 unreserved vehicle parking spaces  ("Unreserved  Parking
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Spaces");  and 3 reserved  vehicle parking spaces  (Reserved  Parking  Spaces").
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(Also see Paragraph 2.6)

     1.3  Term  5  years  and 0 months ("Original Term") commencing July 1, 1998
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("Commencement  Date"  and  ending  June 30, 2003 (Expiration Date").  (Also see
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Paragraphs  3.2  and  3.3.)

      1.4  Early  Possession:  June  1998  ("Early Possession Date").  (Also see
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Paragraphs  3.2  and  3.3.)

     1.5  Base  Rent:  $  See  Addendum  per  month (Base Rent"), payable on the
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first  day  of  each  month  commencing  July  1, 1998.  (Also see Paragraph 4.)
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[  ]   If this box is  checked,  this  Lease  provides  for the Base  Rent to be
       adjusted per Addendum _______, attached hereto.

     1.6(a) Base  Rent  Paid  Upon  Execution:  $14,324.93  as Base Rent for the
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            period July 1998 & June 2003
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     1.6(b)  Lessee's Share of Common Area Operating Expenses:  19.62% percent (
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%)  (Kessee's  Square")  as  determined  but [ x ] prorate square footage of the
Premises  as compared to the total square footage of the Building or [   ] other
criteria  as  described  in  Addendum  ______.

     1.7  Security  Deposit:  $9,000.00  ("Security  Deposit").  (Also  see
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Paragraph  5.)

      1.8  Permitted  Use:  General  office  use, warehouse use and research and
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development  for  a  financial  service  company.  ("Permitted  Use")  (Also see
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Paragraph  6.)

      1.9  Insuring Party.  Lessor is the "Insuring Party."  (Also see Paragraph
8.)  Annual  Premium  $12,517.00  (July  97,  July  98)

       1.10(a)  Real  Estate  Brokers.  The  following  real  estate  broker(s)
(collectively,  the  "Brokers")  and  brokerage  relationships  exist  in  this
transaction  and  are  consented  to  by  the  Parties (check applicable boxes):

[  x]  Lee  &  Associates  - Robertson represent Lessor exclusively ("Lessor's
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Broker");    See  Addendum  for

[  x]  Grubb  &  Ellis  -  Hartland  represents  Lessee  exclusively  ("Lessee's
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Broker");  or        commission  payment
schedule.

[   ] represents  both  Lessor  and Lessee  ((Dual  Agency").  (Also  see
Paragraph  15.)

2. Premises, Parking and Common Areas.

     2.1 Letting.  Lessor hereby leases to Lessee, and Lessee hereby teases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement of square  footage set forth in this Lease,  or that may
have been used in calculating rental and/or Common Area Operating  Expenses,  is
an approximation  which Lessor and Lessee agree is reasonable and the rental and
Lessee's Share (as defined in Paragraph  1.6(b)) based thereon is not subject to
revision whether or not the actual square footage is more or less.

     2.2  Condition.  Lessor shall deliver the Premises to Lessee clean and free
of debris on the  Commencement  Date and  warrants to Lessee  that the  exalting
plumbing,  electrical systems, fire sprinkler system, lighting, air conditioning
and heating systems and loading doors, if any, in the Premises, other than those
con-structed by Lessee, shall be in good operating condition on the Commencement
Date. If a non-compliance with said warranty exists as of the Commencement Date,
Lessor shall, except as otherwise provided in this Lease, promptly alter receipt
of written  notice term Lessee  setting forth with specify the nature and extent
of such  non-compliance,  rectify same at Lessor's  expense.  If Lessee does not
give Lessor written notice of a non-compliance  with this warranty within thirty
(30) days after the Commencement Date,  correction of that non-compliance  shall
be the obligation of Lessee at Lessee's sole cost and expense.

     2.3 Compliance  with  Covenants,  Restrictions  and Building  Code.  Lessor
warrants that any  improvements  (other than those  constructed  by Lessee or at
Lessee's  direction)  on or in the  Premises  which  have  been  constructed  or
installed  by Lessor or with  Lessor's  consent or at Lessor's  direction  shall
comply with all applicable  covenants or  restrictions  of record and applicable
building codes,  regulations and ordinances in effect on the Commencement  Date.
Lessor  further  warrants to Lessee that  Lessor has no  knowledge  of any claim
having been made by any  governmental  agency that a violation or  violations of
applicable building codes,  regulations,  or ordinances exist with regard to the
Premises as of the  Commencement  Date. Said  warranties  shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made by Lessee, If the Premises do not comply with aid warranties, Lessor shall,
except as otherwise  provided In this Lease,  promptly  after receipt of written
notice from Lessee given within six (6) months following the  Commencement  Date
and setting forth with the nature and extent of such  non-compliance,  take such
action, at Lessor's expense,  as may be reasonable or appropriate to rectify the
non-compli-ance.  Lessor makes no warranty  that the  Permitted Use in Paragraph
1.8 is permitted for the Premises under Applicable Laws (as defined in Paragraph
2.4).

     2.4  Acceptance of Premises.  Lessee hereby  acknowledges:  (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the Premises  (including  but not limited to the  electrical  and fire sprinkler
systems,  security,  environmental aspects, seismic and earthquake requirements,
and com-pliance with the Americans with Disabilities Act and applicable  zoning,
municipal,  county,  state and federal laws,  ordinances and regulations and any
covenants or restrictions of record  (collectively.  "Applicable  Laws") and the
present and future  suitability  of the Premises for Lessee's  Intended use; (b)
that Lessee has made such  Investigation as it deems necessary with reference to
such  matters,   is  satisfied   with   reference   thereto,   and  assumes  all
responsibility  therefore  as the  same  relate  to  Lessee's  occupancy  of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease.

     2.5 Lessee as Prior  Owner/Occupant.  The warranties made by Lessor In this
Paragraph 2 shall be of no force or effect if immediately  prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. in such
event,   Lessee  shall,   at  Lessee's  sole  cost  and  expense,   correct  any
non-compliance of the Premises with said warranties.


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     2.6  Vehicle  Parking.  Lessee  shall  be  entitled  to use the  number  of
Unreserved  Parking Spaces and Reserved  Parking  Spaces  specified in Paragraph
1.2(b) on those  portions of the Common  Areas  designated  from time ho time by
Lessor for parking.  Lessee shall not use more parking  spaces than said number.
Said  parking  spaces  shall be used for  parking  by  vehicles  no larger  than
full-size passenger automobiles or pick-up trucks, herein carted "Permitted Size
Vehicles."  Vehicles  other than  Permitted  Size  Vehicles  shall be parked and
loaded or  unloaded  as  directed  by Lessor  in the Rules and  Regulations  (as
defined In Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.)

          (a) Lessee  shall not permit or allow any  vehicles  that belong to or
are controlled by Lessee or Lessee's employees,  suppliers, shippers, customers.
contractors  or invitees to be loaded,  unloaded,  or parked In areas other than
those designated by Lessor or such activities.

          (b) it Lessee  permits  or  allows  any at the  prohibited  activities
described  in this  Paragraph  2.6,  then Lessor  shall have the right,  without
notice,  In  addition to such other  rights and  remedies  that It may have,  to
remove or tow away the  vehicle  involved  and charge the cost to Lessee,  which
cost shall be immediately payable upon demand by Lessor.

          (c) Lessor shall at lbs Commencement Date chi this Lease,  provide the
parking required by Applicable Law.

     2.7  Common  Areas-  The term  "Common  Areas"  is  delved as all areas and
facilities  outside the  Premises  and within the  exterior  boundary the of the
Industrial  Center and interior  utility  raceways  within the Premises that are
provided  and  designated  by the  Lessor  from  time  to time  for the  general
non-exclusive use of Lessor,  Lessee and other lessees the industrial Center and
their respective  employees,  suppliers,  shippers,  customers,  contractors and
invitees.  Including  parking areas,  loading and unloading areas,  trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

     2.8 Common  Areas-Lessee's  Rights. Lessor hereby grants to Lessee, for the
benefit of lessee and Its employees, suppliers, shippers, contractors, customers
and invitees,  during the term of this Lease, the non-exclusive right to use, In
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time,  subject to any rights,  powers,  and pillages  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions   governing  the  use  of  the  Industrial  Center.   Under  no  of
circumstances  shall the right herein  granted to use the Common Areas be deemed
to Include the right to store any property,  temporarily or permanently.  in the
Common  Areas.  Any such storage  shall be permitted  only by the prior  written
consent of Lessor or Lessor's  designated agent, which consent may be revoked at
any time.  In the event that any  unauthorized  storage  shall occur then Lessor
shall have the right,  without  notice,  In  addition  to such other  rights and
remedies that It may have, to remove the properly and charge the cost to Lessee,
which cost shall be Immedi-ately payable upon demand by Lessor.

     2.9 Common  Areas-Rules and Regulations.  Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the right, from lime to time, to establish,  modify,  amend
and enforce  reasonable Rules and Regulations with respect thereto in accordance
with  Paragraph  40. Lessee agrees to abide by and conform to all such Rules and
Regulations,  and to  cause  its  employees,  suppliers,  shippers,  cus-tomers,
contractors  and  invitees  to  so  abide  and  conform.  Lesson  shall  not  be
responsible to Lessee Ion the non-compliance  with said rules and regulations by
other lessees of the Industrial Center.

     2.10 Common  Areas--Changes.  Lessor shall have the right, In Lessor's sole
discretion, from time to time:

          (a)  To  make  changes  to  the  Common  Areas,   Including,   without
limitation,   changes  In  the  location,  size,  shape  and  number  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, Ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

          (b) To close  temporarily  any of the  Common  Areas  for  maintenance
purposes so long as reasonable access to the Premises remains available;

          (c) To designate  other land outside the  boundaries of the Industrial
Center to be a part of the Common Areas;

          (d) To add additional buildings and Improvements to the Common Areas;

          (a) for use the  Common  Areas  while  engaged  In  making  additional
improvements,  repairs or allegations to the Industrial  Center,  or any portion
thereof; and

          (f) To do and perform such other acts and make such other  changes in,
to or with respect to the Common Areas and  Industrial  Center as Lessor may. In
the exteriors of sound business judgment, deem to be appropriate.

3. Term.

     3.1 Term. The Commencement Date,  Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

     3.2 Early Possession. II an Early Possession Date is specified in Paragraph
1.4 and If Lessee  totally or partially  occupies  the Premises  alter the Early
Possession Date but prior to The  Commencement  Date, the obligation to pay Base
Rent shall be abated for the period of such early occupancy.  All other Terms of
this  Lease,  however,  (including  but not  limited to the  Obligations  to pay
Lessee's  Share of Common Area  Operating  Expenses  and ho carry the  Insurance
required by Paragraph B) shall be In effect  during such period.  Any such early
possession  shall not affect nor advance  the  Expiration  Date of the  Original
Term.

     3.3 Delay In Possession. It for any reason Lessor cannot deliver possession
of the  Premises  Lessee by the Early  Possession  Date,  If one Is specified In
Paragraph 1.4, no Early Possession Dale is specified,  by the Commencement Date,
Lessor shah not be subject to any  liability  therefore,  nor shall such failure
affect the validity of this Lease,  or the Obligations of Lessee  hereunder,  or
extend the term hereof, but in such case, Lessee shall riot, except as otherwise
provided  herein,  be obligated to pay rent or perform any other  obligation  at
Lessee under this terms of this Lease until Lessor  delivers  possession  of the
Premises to Lessee. If possession of the Premises Is not delivered Lessee within
sixty (60) days after the  Commencement  Date,  Lessee may,  at Its  option,  by
notice In  writ-ing  to Lessor  within ten (10) days alter the end of said sixty
(60) day  period,  cancel  this  Lease,  In which  event  the  parties  shall be
discharged from all Obligations  hereunder;  provided further,  however, if such
written  notice of Lessee is not  received  by Lessor  within  said ten (10) day
period,  Lessee's right to cancel this Lease hereunder shall terminate and be of
no further Force or elf act. Except as may be otherwise provided, and regardless
of when this Original Term actually com-mences, if possession Is not tendered to
Lessee when required by this Lease and Lessee does not terminate this Lease,  as
aforesaid,  the period tree of the  oblig-ation  to pay Base Rent,  If any. that
Lessee  would  otherwise  have  enjoyed  shall run from the date of  delivery of
possession  and  continue  for a period equal to the nod during which the Lessee
would have otherwise enjoyed under the terms hereof, but minus any days of delay
caused by the acts, changes or omissions of lessee.

4. Rent.

     4.1 Base Rent. Lessee shah pay Base Rent and other rent or charges,  as the
same may be adjusted  from time to time, to Lessor In lawful money of the United
States,  without  offset or  deduction,  on or before  the day on which ills due
under the terms of this Lease.  Base Rent and all other rent and charges for any
period  during  this torn none  which Is Ice less than one full  month  shall be
prorated based upon Ibis actual number of days of the month Involved  Payment of
Base Rent and other charges shall be made to Lessor at its address stated herein
onto such other  persons or at such other  addresses  as Lessor may trim lime to
lime designate In to Lessee.

     4.2 Common Area Operating  Expenses.  Lessee shall pay to Lessor during the
term  hereof,  in addition to the Base Rent,  Lessee's  Share (as  specified  in
Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined,
during each  calendar  year of the term of this Lease,  In  accordance  with the
fol-lowing provisions:

          a) "Common Ares Operating Expenses" are ditched,  Ion purposes of this
     Lease,  as all costs  incurred  by Lessor  relating  to the  ownership  and
     operation  of the  industrial  Center,  including,  but not limited to, the
     following:

               (I) The operation,  repair and maintenance,  In neat, clean, good
          order and condition, of the following:

                    (aa) The Common Areas,  including parking areas, loading and
               unloading  areas,  trash areas,  roadways,  sidewalks,  walkways,
               parkways,   drive-ways,   landscaped  areas,  striping,  bumpers,
               Irrigation systems,  Common Area lighting facilities,  fences and
               gales, elevators and roof.

                    (bb) Exterior signs and any tenant directories.

                    (cc) Fire detection and sprinkler systems.

               (II) The cost of water, gas, electricity and telephone to service
          the Common Areas.

               (III) Trash disposal,  property  management and security services
          and the costs of any environmental Inspections.

               (IV  Reserves  set aside for  maintenance  and  repair of Common
          Areas.

               (v) An',' Increase above the Base Real Property Taxes (as defined
          In Paragraph 10.2(b)) Ion this Building and the Common Areas.

               (vi) Any insurance Cost increase" (as defined in Paragraph 8.1).

               (vii) The cost of Insurance carried by Lessor with respect to the
          Common Areas.

               (VIII) Any deductible  portion of an insured toss  concerning the
          Building or the Common Areas,

               (ix) Any other  services to be provided by Lessor that are slated
          elsewhere In this Lease ho be a Common Area Operating Expense.

     (b) My Common Area  Operating  Expenses  and Real  Properly  Taxes that are
specially attributable to the Building onto any other building In the Industrial
Center onto the  operation,  repair and  maintenance  hereof,  shah be allocated
enthalpy to the Building onto such other  building.  t-however,  any Common Area
Operating   Expenses  and  Float  Property  Taxes  that  are  not  superficially
attributable to the Building onto any other building onto the operation,  repair
and maintenance thereof, shall be equitably allocated by Lessor to alt buildings
In the Industrial Center.

     (c)  The  Inclusion  of  this  Improvements,  and  services  set  forth  In
Subparagraph  4.2(a) shall not be deemed to Impose an obligation  upon Lessor no
sillier have said  improvements  or faultiest onto provide those services unless
this  Industrial  Center  already  has the same,  Lessor  already  provides  the
services,  or Lessor bias agreed  elsewhere In this Lease to provide the same or
some of them.

     (d) Lessee's  Share of Common Area  Operating  Expenses shall be payable by
Lessee  within  tan (10) days alter a  reasonably  delayed  statement  of actual
expenses Is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to lime of Lessee's  Share of annual
Common  Area  Operating  Expenses  and the same  shall  be  payable  monthly  or
quarterly,  as Lessor shall designate,  during each 12-month period of the Lease
term, on the same day as the Base Rent Is due hereunder. Lessor shall deliver to
Lessee  within  sixty (60) days alter the  expiration  of each  calendar  year a
reasonably  detail  statement  showing Lessee's Share of this actual Common Area
Operating  Expenses  incurred during this preceding  year. If Lessee's  payments
under this Paragraph  4.2(d) during said preceding year exceed Lessee's Share as
Indicated on said statement, Lesson shaft be credited the amount of such over-


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payment  against Lessee's Share of Common Area Operating Expenses next becoming
due. It Lessee's payments under this Paragraph 4.2(d) during said preceding year
were  less 'than Lessee's Share as indicated on said statement, Lessee shall pay
to  Lessor  the  amount of the deficiency within tan (10) days alter delivery by
Lessor  to  Lessee  of  said  statement.

5,  Security  Deposit.  Lessee shall deposal with Lessor upon Lessee's execution
hereof  the Security Deposit set forth In Paragraph 1.7 as security for Lessee's
faithful  performance  of Lessee's Obligations under this Lease. if Lessee falls
to  pay  Base Rent or other rent or charges due hereunder, or otherwise defaults
under this Lease (as defined In Paragraph 13.1), Lessor may use, apply or retain
alt  or  any  portion to said Security Deposit for the payment of any amount due
Lessor  or  to  reimburse or compensate Lessor for any liability, cost, expense,
loss  or  damage (Including attorneys' lees) which Lessor may suffer or Incur by
reason  thereof.  If  Lessor uses or applies alt or any portion of said Security
Deposit,  Lessee  shall  within  ten  (10)  days alter written request therefore
deposit  monies  with Lessor sudden to restore said Security Deposit to the lull
amount required by this Lease. Any time the Base Rent increases during this term
of  this  Lease,  Lessee  shall,  upon  written  request  from  Lessor,  deposit
additional monies with Lessor as an addition to the Security Deposit so that The
total amount of the Security Deposit shall at all times bear the same proportion
to  the  then  current  Base  Rent  as the Initial Security Deposit bears to the
initial  Base  Rent  set forth In Paragraph 1,5. Lessor shall not be required to
keep  all  or  any  part  of  this  Security  Deposit  separate from its general
accounts.  Lessor  shall,  at  the expiration or earlier termination of the term
hereof  and  after  Lessee  has  vacated  the Premises, return to Lessee (or, at
Lessor's  option,  to  the  last assignee, If any, of Lessee's Interest herein),
that  portion  of  the  Security  Deposit  not used or applied by Lessor. Unless
otherwise expressly agreed In writing by Lessor, no part dl the Security Deposit
shall be considered to be held In trust, to bear Interest or other increment for
Its  use,  onto  be  prepayment  for  any monies to be paid by Lessee under this
Lease.

6.     Use.

     6.1 Permitted Use.

          (a) Lessee  shall use and occupy the Premises  only for the  Permitted
     Use set forth In Paragraph  1.8, or any other legal use which Is reasonably
     comparable  thereto,  and for no other  purpose.  Lessee  shall  not use or
     permit the use of the Premises In a manner that Is unlawful,  creates waste
     or a nuisance,  or that  disturbs  owners  and/or  occupants  of, or causes
     damage to the Premises or neighboring premises or properties.

          (b) Lessor  hereby  agrees to not  unreasonably  withhold or delay Its
     consent to any written request by Lessee, Lessee's assignees or subtenants,
     and by prospective  assignees and  subtenants on Lessee,  its assignees and
     subtenants,  Ion a modification  of said Permitted Use, so long as the same
     will  not  impair  the  structural  integrity  of the  improvements  on the
     Premises  or in this  Building  or the  mechanical  or  electrical  systems
     therein, does not conflict with uses by other lessees, is not significantly
     more  burdensome  to the  Premises  or the  Building  and the  Improvements
     thereon,  and is  otherwise  permissible  pursuant to this  Paragraph 6. If
     Lessor  elects to  withhold  such  consent,  Lessor  shall  within live (5)
     business days alter such request give a written notification of same, which
     notice shall Include an  explanation on Lessor's  reasonable  objections to
     the change In use.

6.2     Hazardous  Substances.

          (a) Reportable Uses Require Consent. The term "Hazardous Substance" as
     used In this Lease shall mean any product, substance, chemical, material or
     waste whose presence,  nature, quantity and/or intensity of existence, use,
     manufacture, disposal, transportation,  spill, release or effect, either by
     itself  or In  combination  with  other  materials  expected  to be on this
     Premises,  Is sillier:  (I)  potentially  Injurious  to the public  health,
     safety or welfare,  the  environment,  or the Premises;  (Ii)  regulated or
     monitored by any  governmental  authority;  or (Ill) a basis for  potential
     liability  of Lessor to any  governmental  agency or third  party under any
     applicable statute or common law theory. Hazardous Substance shall include,
     but not be limited to, hydrocarbons,  petroleum,  gas the, crude oil on any
     products or by-products thereof. Lessee shall not engage in any activity in
     or about the Premises which  constitutes a Reportable  Use (as  hereinafter
     defined) of I]  hazardous  Substances  without the  express  prior  written
     consent of Lessor and  compliance in a timely manner (at Lessee's sole cost
     and  expense)  with all  Applicable  Requirements  (as defined In Paragraph
     6.3).  "Reportable Use" shall mean (I) the installation or use at any above
     or below ground storage tank,  (II) the  generation,  possession,  storage,
     use, transportation,  or disposal of a [hazardous Substance that requires a
     permit from,  or with respect to which a report,  notice,  registration  or
     business  plan Is required to be tiled with,  any  government at authority,
     and (iii)  the  presence  In,  on or about  this  Premises  of a  Hazardous
     Substance with respect to which any  Applicable  Laws require lust a notice
     be given to persons  entering or  occupying  the  Premises  or  neighboring
     properties.  Notwithstanding  this foregoing,  Lessee may, without Lessor's
     prior  consent,  but upon  notice  to  Lessor  and In  compliance  with all
     Applicable   Requirements,   use  any  Ordinary  and  customary   materials
     reasonably  required  to be used by  Lessee  In the  normal  course  of the
     Permitted  Use,  so long as such use Is not a  Reportable  Use and doss not
     expose the Premises or  neighboring  properties to any  meaningful  risk at
     contamination  or damage or expose  Lessor to any  liability  therefor.  In
     addition,  Lessor may (but without any  obligation  to do so) condition its
     consent to any  Reportable  Use at any  Hazardous  Substance by Lessee upon
     Lessee's  giving  Lessor  such  additional  assurances  as  Lessor,  In its
     reasonable  discretion,  deems necessary to protect Itself, the public, the
     Premises  and this  environment  against  damage,  contamination  or Injury
     and/or liability  thereof or, Including but not limited to the installation
     (and, at Lessor's option,  removal on or before Lease expiration or earlier
     termination)  of  reasonably  necessary  protective  notifications  to this
     Premises (such as concrete encasements) and/or the deposit of an additional
     Security Deposit under Paragraph 5 hereof.

          (b) Duty to Inform Lessor. II Lessee knows, or has reasonable cause to
     believe, that a Hazardous Substance has cone to be located In, on, under or
     about the Premises or this Building,  other than as previously consented to
     by Lessor,  Lessee shall  immediately  give Lessor written notice  thereof,
     together  with  a copy  of any  statement,  report,  notice,  registration,
     application,  or business plan, license, claim, action, or proceeding given
     to,  or  received  from,  any  governmental   authority  or  private  party
     concerning the presence, spill, release, discharge of, or exposure to, such
     Hazardous  Substance including but not limited to all such documents as may
     be involved in arty Reportable Use involving the Premises. Lessee shall not
     cause or permit any  Hazardous  Substance to be spilled or released In, on,
     under or about this Premises  (Including,  without limitation,  through the
     plumbing or sanitary sewer system).

          (c) Indemnification,  Lessee shall indemnify, protect, defend and hold
     Lessor, Its agents,  employees,  lenders and ground lessor, if any, and the
     Premises;  harmless  from and  against  any and all  damages,  liabilities,
     judgments,  costs, claims, liens, expenses,  penalties, loss of permits and
     attorneys' and con-sultants' lees arising out of or Involving any Hazardous
     Substandard  brought  onto the  Premises by Orion Lessee or by anyone under
     Lessee's  control.  Lessee's  Obligations under this Paragraph 6.2(c) shall
     Include,  but riot be limited  to,  this elf acts on any  contamination  or
     injury to  person,  property  or the  environment  created or suit snarl by
     Lessee,  and  the  cost  of  investigation  (including  consultancies'  and
     attorneys'  fees and selling),  removal,  remediation,  restoration  and/or
     abatement  thereof,  or of any  contamination  therein  involved,  and shah
     survive  the  expiration  or  earlier   termination   of  this  Lease.   No
     termination,  cancellation or release  agreement entered Into by Lessor and
     Lessee  shall  release  Lessee from its  obligations  under this Lease with
     respect to Hazardous  Substances,  unless superficially so agreed by Lessor
     in writing at this time of such agreement.

6.3     Lessee's  Compliance  with  Requirements. Lessee shall, at Lessee's sole
cost  and  expense,  fully,  diligently  and in a timely manner, comply with all
"Applicable  Requirements,"  which  term is used In this Lease to mean aft laws,
rules,  regulations,  ordinances,  directives,  covenants,  easements  and
restrictions  of  record,  permits,  the  requirements  of  any  applicable fire
Insurance  underwriter  en  rating  bureau,  and the recommendations of Lessor's
engineers and/or consul-tants, relating in any manner to the Premises (including
but  not  limited  to  matters  pertaining  to  (I)  industrial  hygiene,  (ii)
environmental  conditions  on,  in. tinder or about the Premises, including soil
and  groundwater  conditions,  and  (iii)  the  use,  generation,  manufacture,
production, Installation, maintenance, removal, trans-portation, storage, spill,
or  release  of any Hazardous Substance), now  sued or which may hereof ten come
Into  effect.  Lessee  shall,  within  five  (5)  days after receipt of Lessor's
written  request,  provide  Lessor with copies of all documents and information,
including  but  not  limited to permits, registrations, manifests, applications,
reports  and  certificates, Lessee's compliance with any Applicable Requirements
specified  by  Lessor,  and  shall  immediately  upon  receipt, notify Lessor in
writing (with copies of any documents Involved)  any threatened or actual claim,
notice,  warning,  complaint  or  report  pertaining  to or involving failure by
Lessee  cribs  Premises  to  comply  with  any  Applicable  Requirements.

6.4     Inspection;  Compliance  with  Law.  Lessor, Lessor's agents, employees,
contractors  and  designated representatives, and the holders of any mort-gages,
deeds of trust or ground leases on the Premises ("Lenders") shall have the right
to enter this Premises at any time in the case at an emergency, and otherwise at
reasonable  times,  for  the purpose of Inspecting the condition of the Premises
and  for  verifying  compliance  by  Lessee  with  this Lease and all Applicable
Requirements  (as  defined  In  Paragraph  6.3), and Lessor shall be entitled to
employ  experts and/or consultants In connection therewith to advise Lessor with
respect  to  Lessee's  activities,  including  but  not  limited  to  Lessee's
installation,  operation,  use,  monitoring,  maintenance,  or  removal  at  any
Hazardous  Substance  on  or  from this Premises. This costs and expenses of any
such Inspections shall be paid by the party requesting same, unless a Default or
Breach  of  this  Lease by Lessee or a violation of Applicable Requirements or a
contamination,  caused or materially contributed to by Lessee, is found to exist
onto  be  imminent,  or  unless  the  inspection  Is  requested  or ordered by a
governmental  authority as the result on any such existing or imminent violation
or  contamination.  in  such case, Lessee shall upon request reimburse Lessor or
Lessor's  Lender,  as  this  case  may  be,  ton  the costs and expenses of such
Inspections.

7. Maintenance, Repairs. Utility Installations, Trade Fixtures and Alterations.

     7.1 Lessee's Obligations.

          (a) Subject to the  provisions  of  Paragraphs  2.2  (Condition),  2.3
     (Compliance with Covenants,  Restrictions and Building Code), 7.2 (Lessor's
     Obligations),  9 (Damage or  Destruction),  and 14  (Condemnation),  Lessee
     shall,  at  Lessee's  sole  cost and  expense  and at all  times,  keep the
     Premises  and every  part  thereof  In good  order,  condition  and  repair
     (whether or not such portion of the Premises requiring repair, or the means
     of repairing the same, are reasonably or readily  accessible to Lessee, and
     whether or riot this need Ion such  repairs  occurs as a result of Lessee's
     use,  any prior use,  this  elements  or this age of such  por-tion of this
     Premises), including, without limiting the generality of the foregoing, all
     equipment  or  facilities  superficially  serving  the  Premises,  such  as
     plumbing,  heating,  air conditioning,  ventilating,  electrical,  lighting
     facilities,   boilers,   fired  or  unfired  pressure  vessels,   the  hose
     connections  if within the Premises,  fixtures,  interior  walls,  Interior
     surfaces of exterior walls, ceilings,  Floors, windows, doors, plate glass,
     and  skylights,  but  excluding any items which are the  responsibility  of
     Lessor pursuant to Paragraph

     7.2 below.  Lessee,  In keeping the Premises In good order,  condition  and
repair,  shall  exercise  and  perform  good  maintenance  practices.   Lessee's
Obligations shall Include restorations,  replacements or renewals when necessary
to keep this and all  improvements  thereon  or a part  thereof  in good  order,
condition and state of repair.

          (b) Lessee  shall,  at  Lessee's  sole cost and  expense,  procure and
     maintain a contract, with copies to Lessor, In customary form and substance
     for and with a contractor  specializing and experienced in this Inspection,
     maintenance and service of the heating,  air  conditioning  and ventilation
     system Ion the Premises. However, Lessor reserves the right, upon notice to
     Lessee,  to  procure  and  maintain  this  contract  for the  heating,  air
     conditioning and ventilating systems, and If Lessor so elects, Lessee shall
     reimburse Lessor, upon demand, I or the cost thereof.

          (c) If  Lessee  fails  to  perform  lessee's  Obligations  under  this
     Paragraph

          7.1,  Lessor may enter upon the  Premises  after ten (10) days'  prior
     written notice to Lessee (except In the case of an emergency, In which case
     no notice shall be required),  perform such Obligations on Lessee's behalf,
     and put the Premises in good order,  condition  and repair,  In  accordance
     with Paragraph 13.2 below.

          7.2 Lessor's Obligations.  Subject to the provisions of Paragraphs 2.2
     (Condition),  2.3  (Compliance  with Covenants,  Restrictions  and Building
     Code),  4.2  (Common  Area  Operating  Expenses),  6 (Use),  7.1  (Lessee's
     Obligations),  9 (Damage on  Destruction)  and 14  (Condemnation),  Lessor,
     subject to  reimbursement  pursuant to  Paragraph  4.2,  shall keep In good
     order,  condition and repair the  foundations,  exterior walls,  structural
     condition of Interior  bearing walls,  exterior roof, fire sprinkler and/or
     standpipe and hose (if located in the Common Areas) or other automatic hire
     extinguishing system Including the alarm and/or smoke detection


<PAGE>
               C American  industrial Real Estate  Association  1993 systems and
          equipment, fire hydrants, parking lots, walkways, parkways, driveways,
          landscaping,  fences,  signs and  utility  systems  serving the Common
          Areas and all parts  thereof,  as well as  providing  the services for
          which there is a Common Area Operating  Expense  pursuant to Paragraph
          4.2.  Lessor  shall not be obligated to paint the exterior or interior
          surfaces of exterior  walls nor shah Lessor be  obligated to maintain,
          repair or  replace.  windows,  doors or plate  glass of the  Premises.
          Lessee expressly waives the benefit of any statute now or hereafter in
          effect which would  otherwise  afford Lessee the right to make repairs
          at Lessor's  expense or to  terminate  this Lease  because of Lessor's
          failure to keep the  Building,  Industrial  Center or Common  Areas in
          good order, condition and repair.

7.3 Utility installations, Trade Fixtures, Alterations.

               (a)   Definitions;    Consent   Required.   The   term   "Utility
          Installations" Is used In this Lease to refer to all air these,  power
          panels,  electrical  distribution,  security, fire protection systems,
          communications systems,  lighting fixtures,  heating,  ventilating and
          air conditioning  equipment,  plumbing, and fining In, on or about the
          Premises.  The term "Trade Fixtures" shall mean Lessee's machinery and
          equipment  which can be removed  without doing material  damage to the
          Premises.  The term "Alterations"  shall meant any modification of the
          Improvements  on the  Premises  which are provided by Lessor under the
          terms  of this  Lease,  other  than  Utility  Installations  or  Trade
          Fixtures.  "Lessee-Owned Alterations and/or Utility installations" are
          defined as  Alterations  and/or Utility  Installations  made by Lessee
          that are not yet owned by Lessor pursuant to Paragraph 7.4(a).  Lessee
          shall  not  take  nor  cause to be made  any  Alterations  or  Utility
          Installations  In, on,  under or about the Premises  without  Lessor's
          prior written  consent.  Lessee inlay,  however,  make  non-structural
          Utility  installations to the Interior of the Premises (excluding this
          real) without Lessor's  consent but upon notice to Lessor,  so long as
          they  are not  visible  from  the outs  Idea of the  Premises,  do not
          Involve  puncturing,  relocating  or removing the roof or any existing
          wails,  or  changing  or with the  fire  sprinkler  or fire  detection
          systems and the cumulative  cost thereof during the term of this Lease
          as extended does not exceed $2,500.00.

               (b) Consent. Any Alterations or Utility installations that Lessee
          shall desire to make and which require the consent of the Lessor shall
          be  presented  to Lessor in  written  form with  detailed  plans.  All
          consents given by Lessor,  whether by virtue of Paragraph 7.3(a) or by
          subsequent  specific  consent,  shall be deemed  conditioned upon: (I)
          Lessee's  acquiring all applicable  permits  required by  governmental
          authorities;  (ii) the  furnishing of copies of such permits  together
          with a copy of the  plans and  specifications  for the  Alteration  or
          Utility  Installation  to Lessor  prior to  commencement  of this work
          thereon and (iii) this  compliance  by Lessee with all  conditions  of
          said permits in a prompt and  expeditious  manner.  Any Alterations on
          Utility installations by Lessee during the term of this Lease shall be
          done in a good  and  workmanlike  manner,  with  good  and  sufficient
          materials,  and be in  compliance  with all  Applicable  Requirements.
          Lessee shall  promptly upon  completion  thereof  furnish  Lessor with
          as-built plans and specifications  therefor.  Lessor may, (but without
          obligation to do so) condition its consent to any requested Alteration
          or Utility  installation  that costs  $2,500.00 or more upon  Lessee's
          providing Lessor with a lien and completion bond In an amount equal to
          one and  one-halt  times  the  estimated  cost of such  Alteration  or
          Utility Installation.

               (c) Lien  Protection.  Lessee  shall say when due all  claims for
          labor or materials  furnished or alleged to have been  furnished to or
          for Lessee at or for use on the  Premises,  which claims are or may be
          secured by any mechanic's or lien against the Premises or any interest
          therein.  Lessee shall give Lessor not less than ten (10) days' notice
          prior to the  commencement of any work In, on, or about this Premises,
          and Lessor shall have the right to post notices of  non-responsibility
          In or on the  Premises as provided  by law. II Lessee  shall,  In good
          faith,  contest the validity of any such lien,  claim or demand,  then
          Lessee shall, at its sole expense, del and protect itself,  Lessor and
          this  Premises  against  the same and shall pay and  satisfy  any such
          adverse judgment that may be ren-dered  thereon before the enforcement
          thereof against this Lessor cribs  Premises.  If Lessor shall require,
          Lessee shall furnish to Lessor a surety bond satisfactory to Lessor In
          an  amount  equal  to one  and  one-half  times  this  amount  at such
          congested lien claim or demand, Indemnifying Lessor( against liability
          for the same,  as required by law for the holding of the Premises made
          from the effect of such lien or claim. in addition, Lessor may require
          Lessee to pay Lessor's  attorneys' fees and costs In  participating In
          such action if Lessor shall diode ills to its best Interest Is do so.

7.4     Ownership,  Removal,  Surrender,  and  Restoration.

               (a) Ownership. Subject to Lessor's right to require their removal
          and to cause  Lessee  to  become  the  owner  thereof  as  hereinafter
          provided  In  this   Paragraph  7.4,  all   Alterations   and  Utility
          Installations made to this Premises by Lessee shall be lbs property of
          and owned by Lessee,  but considered a part of this  Premises.  Lessor
          may, at any time and at its  option,  elect in writing to Lessee to be
          this owner at all or any special part of the Lessee-Owned  Alterations
          and   Utility   Installations.   Unless   otherwise   instructed   per
          Subparagraph  7.4(b) hereof, all Lessee-Owned  Alterations and Utility
          installations  shall, at the expiration or earlier termination of this
          Lease,  become the property at Lessor and remain upon the Premises and
          be surrendered with the Premises by Lessee.

               (b)  Removal.  Unless  otherwise  agreed In  writing,  Lessor may
          require  that  any  or  all   Lessee-Owned   Alterations   or  Utility
          Installations  be removed by the expiration or earlier  termination of
          this  Lease,  notwithstanding  that their  installation  may have been
          consented to by Lessor.  Lessor may require the removal at any time of
          alt or any  part of any  Alterations  or  Utility  Installations  made
          without this required consent of Lessor.

               (c) Surrender/Restoration. Lessee shall surrender the Premises by
          the end of this last day of the Lease term or any earlier  termination
          date, clean and free of debris and In good operating order,  condition
          and state of repair,  Ordinary wear and tear  excepted.  Ordinary wear
          and tear shall not Include any damage or deterioration that would have
          been prevented by good  maintenance  practice or by Lessee  performing
          all of its Obligations under this Lease. Except as otherwise agreed or
          specified  herein,  this Premises,  as surrendered,  shall include the
          Alterations and Utility Installations.  The obligation of Lessee shall
          Include  the  repair of any  damage  occasioned  by the  installation,
          maintenance  or  removal  of  Lessee's  Trade  Fixtures,  furnishings,
          equipment, and Lessee-Owned Alterations and Utility Installations,  as
          well as the removal of any storage  tank  installed  by or for Lessee,
          and the removal,  replacement, or remediation of any soil, material or
          ground water  contaminated  by Lessee,  all as may then be required by
          Applicable Requirements and/or good practice.  Lessee's Trade Fixtures
          shall  remain  the  property  of Lessee and shall be removed by Lessee
          subject to its  obligation to repair and restore the Premises per this
          Lease.

8.     Insurance;  indemnity.

          8.1 Payment of Premium Increases.

               (a) As used herein, the term "Insurance Cost increase" is defined
          as any increase in the actual cost of this insurance applicable to the
          Building and required to be carried by Lessor  pursuant to  Paragraphs
          0.2(b), 8.3(a) and 8.3(b), ('Required insurance"),  over and above the
          Base Premium, as hereinafter  defined,  calculated on an annual basis.
          "insurance  Cost  increase"  shall  include,  but not be  limited  to,
          requirements  of this holder of a mortgage  or deed of trust  covering
          the Premises,  increased  valuation of the Premises,  and/or a general
          premium rate Increase.  The term  'Insurance Cost Increase" shall not,
          however,  Include any premium  Increases  resulting from the nature of
          the  occupancy  of any other  lessee of the  Building.  It the parties
          insert  a  dollar  amount  in  Paragraph  1.9,  such  amount  shall be
          considered  the  "Bass  Premium."  it a  dollar  amount  has not  been
          inserted in Paragraph 1.9 and if this  Building  lies been  previously
          occupied  dur-ing the twelve (12) menu  period  immediately  preceding
          this  Commencement  Date,  this  'Base  Premium"  shall be the  annual
          premium  applicable to such twelve (12) month period.  tithe  Building
          was not fully  occupied  during such twelve  (12) month  period,  this
          "Base  Premium"   shall  be  the  lowest  annual  premium   reasonably
          obtainable ion this Required  insurance as of the  Commencement  Date,
          assuming this most nominal use possible of the Building.  in no event,
          however,  shall Lessee be  responsible  for any portion of the premium
          cost  attributable  to  liability  insurance  coverage  in  excess  of
          $1,000,000 procured under Paragraph 8.2(b).

               (b)  Lessee  shall  pay any  Insurance  Cost  Increase  to Lessor
          pursuant to  Paragraph  4.2.  Premiums I or policy  periods  communing
          prior  to,  or  extending  beyond,  the term old this  Lease  shall be
          prorated to confide  with this  corresponding  Commencernment  Date or
          Expiration Date.

     8.2 Liability Insurance.

               (a)  Carried by  Lessee.  Lessee  shall  obtain and keep in force
          dinning the term of this Lease a Commercial  General  Liability policy
          of Insurance  protect-ing Lessee, Lessor and any Lender(s) whose names
          have been  provided  to Lessee in writing  (as  additional  instanced)
          against claims for bodily Injury,  personal Injury and property damage
          based upon, involving or arising out of the ownership,  use, occupancy
          or maintenance of the Premises and all areas appurtenant thereto. Such
          Insurance  shall be on an  occurrence  basis  providing  single  limit
          coverage In an amount not less than  $1,000,000 per occurrence with an
          "Additional  Insured-Managers or Lessors of Premises"  endorsement and
          contain the  "Amendment of the Pollution  Exclusion"  endorsement  for
          damage caused by heat,  smoke or-fumes from a hostile fire. The policy
          shall not  contain any  intra-insured  exclusions  as between  insured
          persons or  organizations,  but shall  include  coverage for liability
          assumed under this Lease as an 'insured  contract" for the performance
          of Lessee's  Indemnity  Obligations  tinder this Lease. This limits of
          said  Insurance  required by this Lease or as carried by Lessee  shall
          not,  however,  linarite the liability of Lessee nor relieve Lessee of
          any obligation hereunder.  All Insurance to be carried by Lessee shall
          be primary to and not with any  similar  Insurance  carried by Lessor,
          whose insurance shall be considered excess insurance only.

          (b) Carried by Lessor.  Lessor shall also maintain liability Insurance
     described in Paragraph 6.2(a) above, In addition to and not in lieu of, the
     Insur-ance  required  to be by  Lessee.  Lessee  shall  riot be named as an
     additional insured therein.

     8.3  Property  insurance-Building,   improvements  and  Rental  Value.

     (a) Building and Improvements. Lessor shall obtain and keep in force during
the term of this Lease a policy or  policies  In the name of  Lessor,  with loss
payable  to  Lessor  and to any  Lender(s),  insuring  against  or damage to the
Premises.  Such Insurance shall be (or full replacement  cash, as the same shall
exist mom tin-re to time,  or the amount  required by any  Lender(s),  but in no
event  more than the  commercially  reasonable  and  available  insurable  value
thereof It, by reason or the us nature or age at the Improvements involved, such
latter amount is less than full replacement cost.  Lessee-Owned  Alterations and
Utility  installations,  Trade Fixtures and Lessee's personal pro p arty shah be
insured by Lessee  pursuant to Paragraph  6.4. Ii the coverage is available  and
commercially  appropriate,  Lessor's policy or policies shall insure against all
risks of direct  physical  loss or damage  (except  the  perils on flood  and/or
earthquake  unless  required  by a Lender  or  included  in the  Base  Premium),
including  coverage for any additional  costs  resulting from debris removal and
reasonable  amounts of coverage  for the  enforcement  of any  ordinance  or law
regulating the  reconstruction  or replacement of any undamaged  sections of the
Building  required to be demolished or removed ,y reason of the  enforcement  on
any building,  zoning,  safety or land use laws as the result of a covered loss,
but not  Including  plate glass  insurance.  Said policy or policies  shall also
contain an agreed valuation provision in lieu of any ca-insurance clause, waiver
of subrogation, and inflation guard protection causing an increase In the annual
property  insurance  coverage  amount by a factor at not less than the  adjusted
U.S.  Department of Labor Consumer  Price index far Alt Urban  Consumers Ion the
nearest to where this Premises are located.

     (b) Rental  Value.  Lessor  shall also obtain and keep in lance  during the
term of this  Lease a policy  or  policies  In this  name of  Lessor,  with toss
payable to Lessor and any  Lender(s),  insuring  the loss of lbs lull rental and
other  charges pay able by all lessees old this  Building to Lessor far one year
(including all Real Property Taxes,  insurance  costs, all Common Area Operating
Expenses and any such edited rental Increases).  Said Insurance may provide that
In the event the Lease is terminated  by reason of an stirred loss,  ibis period
of  indemnity  non.  such  coverage  shall be  extended  beyond  the date at the
completion of repairs or  replacement  of the Premises,  to provide for one lull
year's loss of renal  revenues  from the date of any such loss.  Said  Insurance
shall contain an agreed valuation provision In lieu old any co-insurance clause,
and this amount on coverage shall be adjusted  annually to reflect the protected
rental income, Real Property Taxes,  Insurance premium costs and other expenses,
II any, otherwise payable,  for the next 12-month period.  Common Area Operating
Expenses shall Include any deductible amount In the event of such loss.

     (c)  Adjacent  Premises.  Lessee shall pay for any increase In the premiums
for the property  Insurance of ibis  Building and for this Common Areas or other
buildings  in this  Industrial  Carrier If said  increase  is caused by Lessee's
acts, omissions, use or occupancy of the Premises.


<PAGE>
     MULTI-TENANT-  (d)  Lessee's  Improvements.  Since  Lessor Is the  Insuring
Party,  Lessor  shall not be required  to Insure  Lessee-Owned  Alterations  and
Utility  installations  units the item In question  has become this  property of
Lessor under the tennis on this Lease.

     8.4 Lessee's Property  insurance.  Subject to the requirements of Paragraph
8.5, Lessee at Its cost shah either by separate  policy or, at Lessor's  option,
by endorsement to a policy already carried,  mainland  Insurance coverage an all
of Lessee's personal property,  Trade Fixtures and Lessee-Owned  Alterations and
Utility installations in, on, or about this Premises similar in coverage to that
carried by Lessor as the insulin Party under  Paragraph  8.3(a).  Such insurance
shall be full  replacement  cost coverage with a deductible not to exceed $1,000
per occurrence. The proceeds from any such insurance shall be used by Lessee for
the  replacement of personal  property and the restoration of Trade Fixtures and
Lessee-Owned  Alterations and Utility  Installations.  Upon request from Lessor,
Lessee shall  provide  Lessor with written  evidence  that such  insurance Is in
force.

     8.5 Insurance  Policies.  insurance required hereunder shah be in companies
duly licensed to transact  business In the stats where the Premises are located,
and maintaining during this policy term a "General  Policyholders  Rating" on at
least 8+, V, or such other  rating as may be required by a Lender,  as set forth
in this most current issue of "Best's  Insurance  Guide." Lessee shall not do or
permit to be done anything which shah Invalidate the Insurance policies referred
to Inn this  Paragraph 8. Lessee  shall cause to be delivered to Lessor,  within
seven  (7)  days  after  the  earlier  of  this  Early  Possession  Dale  or the
Commencement  Date,  copies of, or  certificates  evidencing  the  existence and
amounts  at, the  Insurance  required  under  Paragraph  8.2(a) and 8.4. No such
policy shall be cancelable or subject to  modification  except alter thirty (30)
days' prior written  notice to Lessor.  Lessee shall at least thirty (30) days p
mien to the  expiration  of such  policies,  fur-nish  Lessor  with  evidence of
renewals or "Insurance  binders" evidencing renewal thereof, or Lessor may order
such  Insurance  and charge the cost  thereof to Lessee,  which  amount shall be
payable by Lessee to Lessor upon demand.

     8.6 Waiver of Subrogation.  Without affecting any other rights or remedies,
Lessee and Lesson each hereby release and relieve the other,  and waive their en
the right to recover damages  (whether In contract or In tort against the other,
ion loss or damage to their  property  arising  out on or incident to the perils
required to be Insured  against under  Paragraph 8. This effect of such releases
and waivers of the right to recover  damages  shall not be limited by the amount
of insurance  carried or required,  or by any  deductibles  applicable  thereto.
Lessor and Lessee agree to have their  respective  insurance  companies  issuing
property damage insurance waive any right to subrogation that such companies may
have against Lessor or Lessee,  as this case may be, so long as the insurance is
not Invalidated thereby.

     8.7  Indemnity.  Except for Lessor's  negligence  and/or  breach of express
warranties,  Lessee  shah  indemnify,  protect,  defend  and hold  harmless  the
Premises,  Lessor and his angels, Lessor's masher or ground lessor, partners and
Lenders,  from and  against any and all claims,  loss of rents  and/or  damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants'
tees,  expenses and/or liabilities  arising out of, Involving,  or in connection
with, the occupancy of the Premises by Lessee, the conduct of Lessee's business,
any act, omission or neglect of Lessee,  its agents,  contractors,  employees or
Invitees,  and out old any Default or Breach by Lessee In this  performance In a
timely  manner of any  obligation  on Lessee's  part to be performed  under this
tease.  The  foregoing  shall  include,  but not be limited  to, the  defense or
pursuit of any claim or any action or proceeding involved herein, and whether or
not (in this case of claims made against  Lessor)  litigated  and/or  reduced to
judgment.  In case any action cc proceeding be brought  against Lessor by reason
of any of the foregoing matters, Lessee upon notice from Lessor shall defend the
same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such damn in order to be so indemnified.

     8.8  Exemption  of Lessor from  Liability.  Lessor  shall not be liable for
Injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person In on about the  Premises,  whether such damage or Injury is caused by or
result from fire, steam, electricity, gas, water or rain, or from this breakage,
leakage,  obstruction  or  other  defects  of  pipes,  the  sprinklers,   wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether said injury or damage results from  conditions  arising upon the
Premises or upon other  portions of the  Building  of which the  Premises  are a
part, from other sources or places,  and regardless of whether the cause of such
damage or Injury or the means of repairing the same Is accessible on not, Lessor
shah riot be liable ion any damages arising from any act or neglect of any other
lessee at Lessor nor from the failure by Lesson to enforce the provisions of any
other lease in the industrial  Center.  Notwithstanding  Lessor's  negligence or
breach of this Lease,  Lessor shall under no  circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.

9. Damage or Destruction.

     9.1 Definitions.

          (a) "Premises  Partial Damage" shall mean damage or destruction to the
     Premises,  other than Lessee-Owned  Alterations and Utility  installations,
     the repair cost of which damage or  destruction  Is less than fifty percent
     (50%) of the then Replacement Cost (as defined in Paragraph  9.1(d)) of the
     Premises (exclud-ing Lessee-Owned Alterations and Utility Installations and
     Trade Fixtures) immediately prior to such damage or destruction.

          (b) "Premises  Total  Destruction"  shah mean damage or destruction to
     to-re   Premises,   other  than   Lessee-Owned   Alterations   and  Utility
     Installations,  the repair  cost of which  damage or  destruction  is fifty
     percent  (50%)  or more  of  this  then  Replacement  Cost of the  Premises
     (excluding  Lessee-Owned  Alterations and Utility  Installations  and Trade
     Fixtures)  immediately  prior to such damage or  destruction.  in addition,
     damage or destruction to this Building, other than Lessee-Owned Alterations
     and  Utility  Installations  and  Trade  Fixtures  on  any  lessees  alibis
     Building, the cast of which damage or destruction Is fifty percent (50%) or
     more of the then Replacement Cost (excluding  Lessee-Owned  Alterations and
     Utility  installations  and Trade Fixtures of any lessees of this Building)
     at this Building shall,  at the option of Lessor,  be deemed to be Premises
     Total Destruction.

          (c) "insured  Loss" shall mean damage or  destruction to the Premises,
     other than  Lessee-Owned  Alterations and Installations and Trade Fixtures,
     which  was  caused  by an event  required  to b  covered  by the  insurance
     described in Paragraph  13.3(a)  Irrespective of any deductible  amounts or
     coverage hauls Involved.

          (d)  "Replacement  Cost" shah mean this cost to repair or rebuild  the
     improvements  owned  by  Lessor  at the  time on the  occurrence  to  their
     condition existing Immediately prior thereto, including demolition,  debris
     removal and  upgrading  required by the  operation of  applicable  building
     codes, ordinances or laws, and without deduction for depreciation.

          (e)  "Hazardous  Substance  Condition"  shall mean lbs  occurrence  or
     discovery of a condition  involving the presence of, or a contamination by,
     a hazardous  Substance as defined iii  Paragraph  6.2(a),  in, on, or under
     this Premises.

     9.2 Premises Partial  Damage-insured Loss. if Primaries Partial Damage that
Is an Insured Loss occurs,  then Lessor shall, at Lessor's expense,  repair such
damage (but not Lessee's Trade Fixtures or Lessee-Owned  Alterations and Utility
Installations)  as soon as reasonably  possible and this Lease shall continua in
full force and . in the event,  however,  that theirs Is a shortage at insurance
proceeds  and such  shortage  is due to the fact  that,  by reason of lbs unique
nature of this  improvements In the Premises,  full  replacement  cost insurance
coverage was not  commercially  reasonable  and  available,  Lessor shah have no
oblig-ation to pay for the shortage In insurance proceeds onto fully restore the
unique aspects of the Premises  unless Lessee  provides Lessor with the funds to
cover  same,  or  adequate  assurance  thereof,  within ten (10) days  following
receipt of written  notice on such  shortage  and request  that-el on. II Lessor
receives  said funds or  adequate  assurance  thereof  within  said ten (10) day
period, Lessor shall complete them as soon as reasonably possible and this Lease
shall remain In full lance and effect.  II Lessor does not receive such funds or
assurance  within said period,  Lessor  nevertheless  elect by written notice to
Lessee within ten (10) days thereafter to make such restoration and repair as is
commercially  reasonable  with Lessor paying any shortage In proceeds.  In which
case this  Lease  shall  remain in full  force and  effect.  ii Lessor  does not
receive such funds or assurance  within such ten (10) day period,  and II Lessor
doss not so elect to restore and repair,  then tins Lease shall  terminate sixty
(60)  days  following  the  occurrence  of the  damage  or  destruction.  Unless
otherwise agreed,  Lessee shall in no event have any might to reimbursement from
Lessor  for any  funds  contributed  by  Lessee  to  repair  any such  damage or
destruction.  Premises  Partial  Damage  due to  flood or  earth-quake  shall be
subject to Paragraph 9.3 rather than Paragraph 9.2,  notwithstanding  that there
may be some insurance coverage, but the net proceeds of any such insurance shall
be made available far tins repairs if made by either Party.

     9.3 Partial  Damage-Uninsured  Loss. It Premises Partial Damage that is not
an Insured Loss occurs,  unless caused by a negligent or willful act of Less (In
which event  Lessee  shah make the  repairs at  Lessee's  expense and this Lease
shall continue in full hence and oiled),  Lessor may at Lessor's option,  either
repair such damage as soon as reasonably  possible at Lessor's expense, In which
event this Lease shall continue in lull lance and elf act, or (11) give writ-ten
notice to Lessee within thirty (30) days alter receipt by Lessor of knowledge of
the  occurrence on such damage of Lesson's  desire to terminate this Lease as of
the dale sixty (60) days following the date of such notice.  In the event Lessor
elects to give such notice of Lessor's intention to terminate this Lease, Lessee
shall have this right written tern (10) days after the receipt of such notice to
give written  notice to Lessor on Lessee's  commitment  to pay for the repair of
such damage totally at Lessee's expense and without  reimbursement  from Lessor.
Lessee shall provide  Lessor with the required funds or  satisfactory  assurance
thereof within thirty (30) days following such commitment  from Lessee.  in such
event this Lease  shall  continue  In full force and  effect,  and Lessor  shall
proceed to make such repairs as soon as reasonably  possible alter this required
hinds are available. if Lessee does riot give such notice and provide this funds
or  assurance  thereof  within  the times  specified  above,  this  Lease  shall
terminate as of the date specified in Lessor's notice of termination.

     9.4 Total  Destruction.  Notwithstanding  any other  provision  hereof,  if
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following  this date of such  Premises  Total  Destruction,  whether  or not the
damage or destruction Is an insured Loss or was caused by a negligent or willful
act of Lessee. In the event,  however, that the damage or destruction was caused
by Lessee,  Lessor shall have this right to recover Lessor's damages from Lessee
except as released and waived In Paragraph 9.7.

     9.5 Damage Near End of Term.  If at any time during the last six (6) months
of this term of this Lease there Is damage for which the cost to repair  exceeds
one month's Base Rent,  whether or not an insured Loss,  Lesser may, at Lesson's
option,  terminate  this Lease  effective  sixty (60) days following the date of
occurrence  of such  damage by  giving  written  notice  to  Lessee at  Lessor's
election to do so within  thirty (30) days after the date of  occurrence of such
damage.  Provided,  however, If Lessee at that time has an exercisable option to
extend this Lease or to purchase the  Premises,  then Lessee may  preserve  this
Lease by (a)  exercising  such  option,  an-rd  (b)  providing  Lessor  with any
shortage in insurance  proceeds (or adequate  assurance  thereof) needed to make
the  repairs  on or before  the  earlier  of (I) the date which is ten (10) days
alter Lessee's receipt of Lessor's  written notice  purporting to terminate this
Lease,  or (ii) the day prior to the date upon which  such  option  expires.  if
Lessee duly exercises  such opinion during such period and provides  Lessor with
funds (or  adequate  assurance  thereof)  to cover  any  shortage  In  Insurance
proceeds,  Lesson  shall,  at  Lessor's  expense  repair  such damage as soon as
reasonably  possible and tints Lease shall continue in full force and effect. if
Lessee fails to exercise such option and provide such funds or assurance  during
such  period,  then this Lease shall  terminate  as of the date set forth In the
first sentence of this Paragraph 9.5.

9.6 Abatement of Rent; Lessee's Remedies.

          (a) In the event of (I)  Premises  Partial  Damage  or (ii)  Hazardous
     Substance Condition ion which Lessee Is not legally  responsible,  the Base
     Rent, Common Area Operating Expenses and other charges,  If any, payable by
     Lessee hereunder hoc the period during which such damage or condition,  its
     repair, remediation or restoration continues, shall be abated in proportion
     to the degree ho which Lessee's use of the Premises Is Impaired, but not in
     excess of proceeds from  Insurance  required to be carried under  Paragraph
     8.3(b).  Except for abatement of Base Rent, Common Area Operating  Expenses
     and other charges,  it any, as aforesaid,  all other  Obligations of Lessee
     thereunder  shall be  performed  by Lessee,  and Lessee shall have no claim
     against  Lessor  tar any  damage  suffered  y rea-son  of any such  damage,
     destruction, repair, ran-radiation or restoration.


<PAGE>
          (b) If Lessor  shall be  obligated  to repair or restore the  Premises
     under the  provisions  of this  Paragraph  9 and shall not  commence,  in a
     substantial  and meaningful  way, the repair or restoration at the Premises
     within ninety (90) days alter such obligation shall accrue,  Lessee may, at
     any time prior to the  commence-ment  of such repair or  restoration,  give
     written  notice to Lessor  and to any  Lenders  of which  Lessee has actual
     notice of Lessee's election to terminate this Lease on a date not lass than
     sixty (60) days  following the giving of such notice,  hi Lessee gives such
     notice ho Lessor and such  Lenders  and such repair or  restoration  Is not
     commenced within thirty (30) days after receipt of such notice,  this Lease
     shall  terminate as of the date  specified  in said notice,  if Lessor or a
     Lender  commences the repair or restoration of this Premises  within thirty
     (30) days after the receipt at such  notice,  this Lease shall  continue In
     lull force and effect. "Commence" as used In this Paragraph

     9.6 shall mean either the unconditional authorization of the preparation of
the  required  plans,  or this  beginning  of the actual  work on the  Premises,
whichever occurs first.

     9.7 Hazardous  Substance  Conditions,  if a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (In which case Lessee
shall make this  Investigation  and remediation  thereat  required by Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to Lessor's  rights under  Paragraph  6.2(c) and  Paragraph  13),  Lessor may at
Lessor's option either (I)  investigate  and remediate such Hazardous  Substance
Condition,  If required,  as soon as reasonably possible at Lessor's expense, in
which  event this Lease  shall  continue In full force and elf ed, or (II) lithe
estimated cost to investigate  and remediate such condition  exceeds twelve (12)
times the then monthly Base rent or $100,000 which ever is greater, give written
notice to Lessee  within  thirty (30) days after  receipt by Lessor at knowledge
alit-re occurrence on such Hazardous  Substance  Condition of Lessor's desire to
terminate  this Lease as of the date sixty (60) days  following the date on such
notice, In this event Lessor elects to give such notice of Lessor's Intention to
terminate this Lease. Lessee shall have the night within ten (10) days after the
receipt old such notice to give written notice to Lessor of Lessee's  commitment
to pay  for  the  excess  costs  of(s)  Investigation  and  remediation  on such
Hazardous Substance Condition to lbs extent required by Applicable Requirements,
over (b) an amount  equal to twelve (12) times the bi-ran  monthly  Base Rent or
$100,000,  whichever  Is greater.  Lessee  shall  provide  Lessor with the funds
required of Lessee or  satisfactory  assurance  thereof  within thirty (30) days
hollowing said  commitment by Lessee.  in such event this Lease shah continue in
full lance and effect,  and Lessor shall pro-ceed to make such investigation and
remediation  as soon  as  reasonably  possible  after  the  required  funds  are
available, If Lessee does not give such notice end provide the required Funds or
assurance  thereof  within  the time  period  specified  above,  this Lease shah
terminate as of the date specified In Lessor's notice after,

     9.8 Terminator-Advance Payments, Upon termination on this Lease pursuant to
this Paragraph 9, Lessor  is-rail  return to Lessee any advance  payment made by
Lessee to Lessor and so much of Lessee's Security Deposit as has not been, or is
not then required to be, used by Lessor under the terms at -us Lease, the Waiver
of  Statutes.  Lessor and Lessee  agree that the terms alibis Lease shall govern
the sued of any damage to or  destruction  of the-re  Premises and Building with
respect to the  termination of thus Lease an-rd hereby waive this  provisions of
any present or future statue to the extent ills inconsistent herewith.

10.  Real  Property  Taxes.

     10.1  Payment of Taxes.  Lessor  strait  pay the Real  Property  Taxes,  as
defined In Paragraph 10.2(a), applicable to the industrial Center, and except as
otherwise  provided in Paragraph  10.3,  any  Increases in such amounts over the
Base Real  Property  Taxes shall be included in the  calculation  of Common Area
Operating Expenses In accordance with the provisions of Paragraph 4.2.

     10.2 Real Property Tax Definitions. 1997 Property Taxes $59,744.06

          (a) As used herein,  this term "Real Property Taxes" shall Include any
     form  Eli Sal  slate  tax or  assessment,  general,  special,  Ordinary  or
     extraordinary, and any license fee, commercial rental tax, Improvement bond
     or bonds, levy or tax (other ti-ran inheritance,  personal Income or estate
     taxes)  Imposed upon the  Industrial  Center by any authority  b-raving the
     direct  or  indirect  power  to  tax,   Including  any,  state  or  federal
     government, or any school, agricultural,  sanitary, fire, street, drainage,
     or  other  Improvement  district  thereof,  levied  against  any  legal  or
     equitable  Interest  on Lessor  in the  Industrial  Center  or any  portion
     thereof,  Lessor's  right  to rent or  other  Income  thereof  ram,  and/or
     Lessor's business of leasing The Premises.  This term "Real Property Taxes"
     shall also  include  any lax,  fee,  levy,  assessment  or  charge,  or any
     Increase therein,  imposed by reason.  of events  occurring,  or changes In
     Applicable Law taking effect, during the term of this Lease,  including but
     not limited lo a change In time ownership of this  Industrial  Center on in
     the Improvements thereon, the execution of this Lease, or any modification,
     amendment  or transfer  thereof,  and what're or not  contemplated  by Ibis
     Parties.

          (b) As used herein,  this term Base Real Property Taxes is-rail be the
     amount of Real  Property  Taxes,  which are assessed  against the Premises,
     Building or Common  Areas In the  calendar  year during  which the Lease is
     executed. in calculating Real Property Taxes by any calendar year, the Real
     Property  Taxes I or any real  estate  tax year shall be  included  In time
     calculation  on Real  Property  Taxes Ion such calendar year based upon the
     number of days which such calendar year and tax year h-rave common.

     10.3  Additional  Improvements.  Common Area  Operating  Expenses shall not
Include Real Property Taxes  specified In this tax  assessor's  records and work
sheets as belong caused by additional  improvements  placed upon the  Industrial
Center by other lessees or by Lesson for the exclusive  employment at such other
lessees.  Notwithstanding Paragraph 10.1 , Lessee small, whatever, pay to Lessor
at the time Common Area Operating  Expenses are payable under Paragraph 4.2, the
entreaty of any Increase in Real Property Taxes if assessed  solely by reason 01
Alterations, Trade Fixtures or Utility installations placed upon the Premises by
Lessee or at Lessees request.

     10.4 Joint Assessment.  if this Building is all separately  assessed,  Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all on Lbs land and Improvements Included within the tax
parcel assessed, such proportion to be determined by Lessor from flue respective
valuations  assigned in fire assessor's work sheets or such other information as
may be reasonably available.  Lessor's reasonable determination thereof, In good
faith, shall be conclusive.

     10.5 Lessee's  Property  Taxes.  Lessee shall pay prior to delinquency  all
taxes  assessed  against and levied upon  Lessee-Owned  Alterations  and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the industrial Center. When
possible,  Lessee shall cause Its  Lessee-Owned  Alterations and Utility,  Trade
Fixtures, furnishings,  equipment and all other personal property to be assessed
and billed  separately from the real property of Lessor. if any of Lessee's said
property shall be assessed with Lessor's real property,  Lessee shall pay Lessor
the taxes  attributable to Lessee's  property within ten (10) days after receipt
of a written statement setting forth the taxes applicable to Lessee's property.

     11,  Utilities.  Lessee shall pay directly for all  utilities  and services
supplied to the Premises,  including  but not limited to  electrify,  telephone,
security, gas and cleaning of the Premises,  together with any taxes thereon. It
any such  services  are not  separately  metered to lbs  Premises or  separately
billed to the Premises, Lessee shall pay to Lessor a reasonable proportion to be
determined by Lessor of all such cal-ranges Jointly metered or billed with other
premises in the  Building,  In the manner and within the limo periods set hurter
In Paragraph 4.2(d).

     12. Assignment and Subletting.

     12.1 Lessor's Consent Required.

          (a)  Lessee  shah  not  voluntarily  or by  operation  of law  assign,
     transfer,  mortgage  or transfer  on  encumber  (collectively,  "assign) or
     sublet  all or any  part on  Lessee's  interest  inn  this  Lease or in the
     Premises wilt-rout Lessor's prior written consent given under and sublet to
     the terms at Paragraph 36.

          (b) A change in the control of Lessee shall  constitute  an assignment
     requiring  Lessor's  consent.  The  transfer,  on a  cumulative  basis,  of
     twenty-live  percent  (25%) or more of the voting  control  of Lessee  shah
     constitute a change In control purpose.

          (c) The  Involvement  of Lessee or its assets in any  transaction,  or
     series old transactions (by way of merger,  sale,  acquisition,  fanning, ,
     transfer,  leveraged  buy-out  or  otherwise),  whether  or  not  a  formal
     assignment or hypothecation on this Lease or Lessee's assets occurs,  which
     results  on will  result  in a  reduction  of lbs Net Worth of  Lessee,  as
     hereinafter  defined,  by an amount  equal to or greater  than  twenty-live
     percent (25%) of such Net Worth of Lessee as It was  represented  to Lesson
     at the limo of hull  execution and delivery of this Lease or at the time of
     lbs most recent assignment to which Lessor has consented,  err as It exists
     immediately  prior to said  transition or  transactions  constituting  such
     reduction,  at  whichever  time said Net Worth of Lessee was or Is greater,
     shall be  considered  an assignment of this Lease by Lessee to which Lessor
     may  reasonably  with-rah-raid  its  consent.  "Net  Worth of  Lessee"  for
     purposes  of this  Lease  shall be the net worth of Lessee  (excluding  any
     Guarantors)  establish-red under generally accepted  accounting  pineapples
     consistently applied.

          (d) An assignment  on  subletting  on Lessee's  Interest in this Lease
     without Lessor's  specific prior written consent shall, at Lessor's option,
     be a Default  curable  after notice per  Paragraph  13.1,  or a non-curable
     Breach  without the necessity of any notice an-rd grace  period,  if Lesson
     elects  to  treat  such  unconcealed  to  assignment  or  subjecting  as  a
     non-curable Breach,  Lessor shall have the right to either: (I) hermit-rate
     Ibis  Lease,  or (Ii) upon  thirty  (30) days'  written  notice  ("Lessor's
     Notice"), Increase the monthly Base Rent ion the Premises to the greater of
     the  then  fair  market  rental  value  of  this  Premises,  as  reasonably
     determined  by Lessor,  or one hundred ten percent  (110%) of the Base Rent
     Insured.  Pending the new fair market rental value,  If disputed by Lessee,
     Lessee  shall  pay the  amount  set  forth  In  Lessor's  Notice,  with any
     overpayment  credited  against the next s) of Base Rent coming due, and any
     underpayment  for the period  retroactively  to The elf active  dale of the
     adjustment  being due and payable  immediately  upon this  determination  .
     Further,  in the  event  of such  Breach  and  mental  adjustment,  (I) the
     purchase price on any option to purchase it Premises  I-Reid by Lessee shah
     be subject to similar  adjustment  to the fair market  value as  reasonably
     determined by Lessor (without -us Lease being  considered an encumbrance or
     any deduction for derogation or obsolescence, and considering this Premises
     at us highest and best use and in good condition) arena hundred hen percent
     (110%) of the price previously In elect, (II) any Index-oriented  rental or
     price  adjustment  formulas  contained  in ibis Lease  shall be adjusted to
     require  that the base  index be  determined  with  reference  to the index
     applicable  to this time of such  adjustment,  and  (ill) any fixed  rental
     adjustments  during the  remainder  of the Lease term shall be increased In
     the same as the new rental  bears to the Bass Rent inn effect prior to this
     adjustment specified in Lessor's Notice.

          (a) Lessee's  remedy Ion any breach on this  Paragraph  12.1 by Lessor
     shall be limited to compensatory damages and/or injunctive relief.

12.2  Terms  and  Conditions  Applicable  to  Assignment  and  Subletting.

          (a) Regardless of Lessor's consent, any assignment on subletting shall
     not be elective  with-rout lbs express written  assumption by such assignee
     or Sublessee on the  Obligations  of Lessee under this Lease,  (ii) release
     Lessee of any Obligations hereunder,  nor (iii) alter the primary liability
     at Lessee tenths  payment of Base Rent and other sums due Lessor  hereunder
     or Ion Tim performance of any other  Obligations  performed by Lessee under
     this Lease.

          (b) Lessor may accept any rent or performance of Lessee's  Obligations
     from any person  other ran Lessee  pending  approval or  disapproval  of an
     assignment.  Neither  a  delay  In the  approval  or  disapproval  at  such
     assignment nor the acceptance of any rent for performance  shall constitute
     a waiver or estoppels of Lessor's  right to exteriors  Its remedies for the
     Default on Beach by Lessee of any on the terms,  covenants or conditions of
     this Lease.

          (c) The consent of Lessor to any  assignment  or  subletting  shah not
     constitute a consent to any  subsequent  assignment or subletting by Lessee
     or ho any  subsequent or success)  assignment or subletting by the assignee
     or  subleases.  However,  Lessor may consent to subsequent  subjecting  and
     assignments  on the sublease or any  amendments or  modifications  Thai-ole
     without  nullifying  Lessee or anyone else  liable  under this Lease or the
     sublease and Without  obtaining  their  consent,  and such action shall not
     relieve such persons from this Lease or the sublease.


<PAGE>
          (d) In this  event of any  Default  or Breach of  Lessee's  obligation
     under  this  Lease,   Lessor  may  proceed  directly  against  Lessee,  any
     Guarantors or anyone else  responsible  tar the performance of the Lessee's
     Obligations  under  this  Lease,  including  any  Sublessee,   without  hi-
     exhausting Lessor's remedies against any other person or entity responsible
     afar-afar to Lessor, or any security held by Lessor.

          (e) Each request for consent to an assignment  or subletting  shall be
     ti-u writing, accompanied by Information relevant to Lessor's determination
     as to the financial and operational  responsibility and  appropriateness on
     tins  proposed  assignee  or  Sublessee,  including  but not limited to the
     Intended use and/or required modification of the Premises, it any, together
     with a non-refundable deposit of $1,000 an ten percent (bob) at the monthly
     Base Rent applicable to the portion of the Premises which is the subject of
     the proposed  assignment or sublease,  whichever is greater,  as reasonable
     consideration  for  Lessor's  considering  and  processing  the request for
     consent.  Lessee  egress to provide  Lessor  with such other or  additional
     information and/or documentation as may be reasonably requested by Lesson.

          (f) Any assignee on, or Sublessee  under,  this Lease shall, by reason
     of accepting such assignment or entering Into such sublease, be deemed, for
     the  benefit of Lessor,  to have  assumed  and agreed to conform and comply
     with each and every term,  covenant,  condition and obligation herein to be
     observed  or  performed  by Lessee  during the term on said  assignment  or
     sublease,  other than such  Obligations as are contrary to or  inconsistent
     with   provisions  of  an  assignment  or  sublease  to  which  Lesson  has
     superficially consented in writing.

          (g) This  occurrence of a transaction  described in Paragraph  12.2(c)
     shall give Lessor the right (but not the  obligation)  to require  that the
     Security  Deposit  be  Increased  by an  amount  equal to six (6) times the
     monthly Base Rent,  and Lessor may make the actual receipt by Lessor on the
     Security   Deposit  Increase  a  condition  to  Lessor's  consent  to  such
     transaction.

          (h) Lessor,  as a condition to giving Its consent to any assignment or
     subletting, may require that the amount and adjustment schedule at the rent
     payable  under this  Lease be  adjusted  to what is them the  market  value
     and/or  adjustment  schedule for  property  similar to the Premises as then
     constituted, as determined by Lessor.

12.3  Additional  Terms and Conditions  Applicable to Subletting.  The following
terms and conditions  shall apply to any subletting by Lessee of all or any part
of the Premises and shall be deemed  Included in all subleases  under this Lease
wit-tether or not expressly Incorporated therein:

          (a) Lessee  hereby  assigns  and  transfers  to Lessor all of Lessee's
     interest  in all  rentals  and Income  arising am any  sublease of all or a
     portion  of the  Premises  heretofore  or bereave  tar made by Lessee,  and
     Lessor may  collect  such rent and Income  and apply same  toward  Lessee's
     Obligations under this Lease;  provided,  however,  that until a Breach (as
     defined In  Paragraph  13.1)  shall  occur In the  performance  of Lessee's
     Obligations under this Lease,  Lessee may. except as otherwise  provided in
     this  Lease,  receive,  collect  and enjoy the rents  accruing  under  such
     sublease.  Lessor  shall not, by reason of the  foregoing  provision or any
     other  assignment  of  such  sublease  to  Lessor,  nor  by  reason  of the
     collection on the rents a Sublessee, be deemed liable to this Sublessee for
     any  failure  of  Lessee  to  perform  and  comply  with  any  of  Lessee's
     Obligations   to  such  Sublessee   under  such  Sublease.   Lessee  hereby
     irrevocably  authorizes and directs any such  Sublessee,  upon receipt of a
     written notice from Lessor slating that a Breach exists In the  performance
     of Lessee's  Obligations  under this Lease,  to pay to Lessor the rents and
     other  charges due and to became due under the  sublease.  Sublessee  shall
     rely upon any such  statement  and  request  from Lessor and shall pay such
     rents and other ranges to Lessor without any obligation or right to inquire
     as to whether  such Breach  exists and  notwithstanding  any notice from or
     claim  from  Lessee to the  contrary.  Lessee  shall have no right or claim
     against  such  Sublessee,  or,  until the  Breach has been  cured,  against
     Lessor,  for any such rents and other charges so paid by said  Sublessee to
     tensor.

          (b) In the  event of a Breach by  Lessee  in the pert  ordnance  Ellis
     Obligations  under this  Lease,  Lessor,  at its option and  will-rout  any
     obligation  to do so, may require any  Sublessee  to althorn to Lessor,  in
     which event Lessor shall  undertake the  Obligations at the SubLessor under
     such  sublease  from  the  time  of the  exteriors  of said  option  to the
     expiration of such sublease;  provided, however, Lessor shall not be liable
     any prepaid  rents or security  deposit  paid by such sub-.  lessee to such
     SubLessor  or I or any other prior  defaults or breaches of such  SubLessor
     under such sublease.

          (c) Any  matter  requiring  the  consent  of the  SubLessor  tinder  a
     sublease shall also require the consent at Lessor herein.

          (d) No Sublessee  under a sublease  approved by Lessor  shall  further
     assign or sublet all or any part of the  Premises  without  Lessor's  prior
     written consent.

          (e) Lessor  shall  deliver a copy of any notice of Del audit or Breach
     by Lessee to the  Sublessee,  wino shall have the right to cure the Default
     of Lessee  with-rim  the grace  period,  II arty,  specified  in such.  The
     Sublessee shall have a right at  reimbursement  and ail set mom and against
     Lessee for any such Defaults cured by the Sublessee.

13. Default; Breach; Remedies.

     13.1  Default;  Breach.  Lessor and Lessee  agree  that II an  attorney  is
consulted  by  Lessor  in.  connection  with a  Lessee  Default  or  Breach  (as
hereinafter  ditched),  $350.00 is a reasonable  minimum sum per such occurrence
non legal  services  and costs In the  preparation  and  service  at a notice of
Default, and that Lessor may include The cost of such services and costs In said
notice as rent due and payable to cure said  default.  A "Default"  by Lessee is
delved as a failure by Lessee to observe,  comply with or  phi-loran  any at the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"Breach"  by Lessee Is  ditched as this  occurrence  of any one or mane of the I
olio wing Defaults, and, where a grace period for cure alter notice is specified
herein,  the failure by Lessee to cure such Default  prior to the  expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth in Paragraphs 13.2 and/or 13.3:

          (a) This vacating of the Premises  will-rout the intention to reoccupy
     same, or the abandonment on the Premises.

          (b) Except as expressly  otherwise provided In this Lease, the failure
     by Lessee to make any payment of Base Rent,  Lessee's  Share of Common Area
     Operating  Expenses,  or any other monetary  payment required to be made by
     Lessee  hereunder as and when due, this failure by Lessee to provide Lessor
     with  reasonable  evidence of insurance or surety bond required  under this
     Lease,  or the failure of Lessee to tulip any  obligation  under this Lease
     whiff endangers or threatens life or property, where such failure continues
     for a period of lories (3) days written notice thereof by or on bat-rail of
     Lessor to Lessee.

          (c) Except as  expressly  otherwise  provided  lid-u Ibis  Lease,  the
     failure by Lessee to provide Lessor with reasonable witan evidence (in duly
     executed  original form, if applicable) of (I) compliance  with  Applicable
     Requirements  per  Paragraph  6.3,  (ii) the  inspection,  maintenance  and
     service contracts  required under Paragraph 7.1(b),  (ill) the recession of
     an unauthorized assignment or subletting per Paragraph 12.1, (iv) a Tenancy
     Statement   per   Paragraphs   16  or  37,   (v)   the   subordination   an
     non-subordination at Lids Lease pen Paragraph 30, (vi) this guaranty at the
     performer-race  of Lessee's  Obligations under this Lease if required under
     Paragraphs 1.11 and 37, (vii) the execution of any document requested under
     Paragraph 42 (easements),  or (viii) any other documentation or Information
     which  Lessor  may  reasonably  require  of Lessee  under the terms of this
     lease,  where  any such  failure  continues  ion a period  often  (10) days
     following written notice by an on behalf of Lessor to Lessee.

          (d) A Default by Lessee as to the  tennis,  covenants,  conditions  or
     provisions of Ibis Lease, on of the rules adopted under Paragraph 40 hereof
     that are to be observed,  corn p lied with or  performed  by Lessee,  other
     Hiram ti-rose  described in  Subparagraphs  13.1(a),  (b) or (c), above, we
     Rena such Saul  continues  for a period on thirty  (30) days alter  written
     notice thereof by or on befall of Lessor to Lessee; provided, however, that
     lithe  nature on  Lessee's  Default is such that mare than thirty (30) days
     are reasonably  required for its curs,  then it shall not be deemed to be a
     Breach of this Lease by Lessee it Lessee  commences  such cure  within said
     thirty (30) day period and thereafter  diligently  prosecutes  such cure to
     completion.

          (e) The occurrence of any air this following events: (I) the making by
     Lessee  at any  general  arrangement  or  assignment  far the  banal  It of
     creditors;  (ii)  Lessee's  becoming a "debtor" as defined In 11 U.S.  Code
     Section lob or any  successor  statute  (unless,  in the case of a petition
     filed against Lessee,  the same is dismissed within sixty (60) days); (iii)
     the   appointment   on  a  trustee  or  receiver  to  hake   possession  on
     substantially  all of Lessee's assets Locale at the Premises or of Lessee's
     interest In this Lease,  where  possession is not respired to Lessee within
     thirty  (30)  days;  or (iv) this  attachment,  execution  or other  judoka
     seizure oil  substantially all of Laser's assets located at the Premises or
     oil Lessee's  Interest in this Lease,  where such seizure is not discharged
     within thirty (30) days; provided, however, in the event that any provision
     on this  Subparagraph  13.1(e) is  contrary  to any  applicable  law,  such
     provision shall be of no force or effect, and shall not affect the validity
     of the remaining provisions.

          (f) The discovery by Lessor that any Financial  statement of Lessee or
     oil any  Guarantor,  given  to  Lessor  by  Lessee  or any  Guarantor,  was
     materially

          (g) lithe  performance  of  Laser's  Obligations  under  this Lease is
     guaranteed:  (I) the  detain  of a  Guarantor,  (ii) lye  termination  of a
     Guarantor's  liability with respect to this Lease other than inn accordance
     with the terms of such guaranty,  (Iii) a Guarantor's becoming Insolvent or
     the subject on a bankruptcy  tiling,  (iv) a Guarantor's  refusal to no nor
     this guaranty, or (v) a Guarantor's breach allies guaranty obligation on an
     breach  basis,  and  Lessee's  failure,  within  sixty (60) days  following
     written  notice by or on behalf of Lessor to Lessee of any such  event,  to
     provide Lessor with written alternative assurances of security, which, when
     coupled with the then existing  resources of Lessee,  equals or exceeds the
     combined  biannual  resources at Lessee and the Guarantors  that existed at
     the time of execution of this Lease.

     13.2  Remedies.  If  Lessee  fails to phi-f  chi any alt  invasive  duty or
obligation  of Lessee  under this Lease,  with-rim  Len (10) days after  written
notice to Lessee (or in case of an emergency,  whiteout  notice),  Lessor may at
its  opinion  (but  with-rout  obligation  to do so),  perform-run  such duly or
obligation on Lessee's  behalf,  Including but not limited to the obtain-ring of
reasonably  required  bonds,  insurance  policies,  of-  governmental  licenses,
permits or approvals.  The costs and expenses 01 any such  performance by Lessor
shah be due and  payable by Lessee to Lessor  upon  invoice  three-hour.  ii any
check given to Lessor by Lessee shall not be honored by the bank upon which Ills
drawn,  Lessor,  at its own option,  may require all Future  payments to be made
under this Lease by Lessee to be made only by cashier's check. In the event of a
Breach at  tennis  Lease by Lessee  (as  deigned  In  Paragraph  13.1),  with on
will-rout  further  malice  or  demand,  and  wilt-rout  limiting  Lessor In the
dextrose  of any  nagging  or remedy  which  Lessor may h-rave by reason of such
Breach, Lessor may:

          (a) Terminate  Lessee's night to possession of .11-re  Premises by any
     lawful means,  In which case this Lease and lye term hereof shall  germinal
     and Lessee  shall  immediately  surrender  possession-ref  the  Premises to
     Lessor. in such event Lessor shall be entitled to recover hi-cm Lessee: (I)
     the  worth at the time at the  award on the  unpaid  remit  which  had been
     earned at the time on termination;  (Ii) ibis worth at the time of award at
     the amount by which The unpaid  rent which would  I-rave bean earned  alter
     termination  until the time on award exceeds the amount of such rental loss
     that the Lessee proves could have been reasonably avoided;  (iii) the worth
     at the time of award  of the  amount  by which  the  unpaid  remit  for the
     balance to the term  alter the lines of award  exceeds  the amount  of-such
     rental loss that the Lessee proves could be reasonably avoided;  and (live)
     any other  amount  necessary  ho  compensate  Lessor Ice all the  detriment
     proximately caused by the Lessee's failure to perform its Obligations under
     lids  Lease or which In the  Ordinary  course of things  would be likely to
     result  therefrom.  Including  but not  limited  to the cost on  recovering
     possession  of the  Premises,  expenses of  relating,  Including  necessary
     renovation and alteration on the Premises,  reasonable attorneys' tees, and
     lb-rat portion of any leasing  commission paid by Lessor in connection with
     this Lease applicable to the unexposed term of this Lease. The worth at the
     Lime  to  award  old the  amount  retorted  to in  provision  (iii)  of the
     immediately  preceding  sentence  shall be  centupled by  discounting  such
     amount at the dis-count  rate of the Federal  Reserve Bank on San Francisco
     on the Federal  Reserve Bank  District in which the Premises are located at
     this time of award plus one  percent  (1%).  Efforts by Lessor to  mitigate
     damages  caused by Lessee's  Umlaut or Breach of this Lease shall not waive
     Lessor's right to recover damages under this Paragraph 13.2. If termination
     of lids  Lease Is  obtained  through  the  provisional  remedy of  unlawful
     detained, Lesson shall have the right to makeover in such pro-


<PAGE>
     ceding the unpaid rent and damages as are  recoverable  therein,  or Lessor
     may reserve the  nigh-rah to recover all or any part  thereof in a separate
     suit for such rent and/or  damages.  If a notice and grace period  required
     under Subparagraph 13.1(b), (c) or(d) was not previously given, a notice to
     pay rent or quit, onto perform or quit, as the case may be, given to Lessee
     under any statue  authorizing  the fort allure of leases for unlawful  data
     inner shall also constitute the applicable notice for grace period purposes
     required by  Subparagraph  13.1(b),(c) or (d). In such case, the applicable
     grace period under the unlawful staler statue shall run concur-rently alter
     the one such  statutory  notice,  and the  failure  of  Lessee  to cure the
     Default  with-rim  the  greater  of the two (2) such  grace  periods  shall
     constitute both an unlawful  detained and a Breach of lulls Lease entitling
     Lessor to the remedies provided for in this Lease and/or by said statute.

          (b) Coniine the Lease and Lessee's  right to  possession In effect (in
     California under California Oval Code Section 1951.4) after Lessee's Breach
     and recover the rent as it becomes  due,  provided  Lessee has The right to
     sublet or assign, subject only to reasonable limitations. Lessor and Lessee
     agree that the  limitations  on assignment and subletting In this Lease are
     reasonable.  Acts of  maintenance  or  preservation,  efforts to insist the
     Premises,  or the  appointment  of a  receiver  to  protect  this  Lessor's
     Interest  under this  Lease,  shall not  constitute  a  termination  of the
     Lessee's nigh-not to possession.

          (c) Pursue any other remedy now or hereafter available to Lesson under
     the laws or  judoka  diffusions  of the  state  wherein  the  Premises  are
     located.

          (d) The  expiration or this Lease and/or the  termination  of Lessee's
     right to  possession  shall not  relieve  Lessee lean  liability  under any
     Indemnity  provisions  of this Lease as to matters  occurring  on  accruing
     during the term hereof on by reason at Lessee's occupancy of the Premises.

     13.3 inducement  Recapture in Event of Breach.  Any agreement by Lessor for
tree or abased rant or other  charges  applicable  to the  Premises,  or for the
giving  on  paying  by  Lessor  to crier  Lessee  at any  cash or  other  bonus,
inducement or consideration  for Lessee's entering Into this Lease, all of which
concessions  are  hereinafter  referred to as "inducement  Provisions"  shall be
deemed  conditioned  upon Lessee's full and faithful  performance  of all of the
terms,  covenants and conditions of this Lease to be perform-teed or observed by
Lessee during the term hereof as the same may be extended.  Upon the  occurrence
of a Breach (as  defined In  Paragraph  13.1) of this Lease by Lessee,  any such
inducement  Provision  shah be deemed  deleted from this Lease and of no further
force or ailed, and any rent, other flange,  bonus,  Inducement or consideration
theretofore abated,  given or paid by Lessor under such an inducement  Provision
shall be immediately due and payable by Lessee to Lessor,.  an-rd recoverable by
Lessor, as additional rent due tinder this Lease, notwithstanding any subsequent
cure of said  Breach by  Lessee.  The  acceptance  by Lesson of rent or the cure
chit-re  Breach which  Initialed this operation of this Paragraph 13.3 shall not
be deemed a waiver by Lessor of ice  provisions  of this  Paragraph  13.3 unless
superficially so stated In writing by Lessor at the lime on such acceptance.

     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor on ret-rim and tot-rein sums due hereunder  will cause Lessor to Incur
costs not  contemplated  by this Lease,  the exact of which will be extremely to
ascertain. Such costs include, but are not limited to, processing and accounting
charges,  and late changes  which may be Imposed upon Lessor by the terms of any
ground lease,  montage or deed of trust ,evening the Premises.  Accordingly,  if
any  Installment  of rent or other sum due from Lessee  shall not be received by
Lessor or Lessor's designee within ten (10) days after such amount shall be due,
then, without any requirement for notice to Lessee, Lessee shall pay to Lesson a
late charge equal to six percent (6%) of such overdue amount. The parties hereby
agree that such kits charge represents a lair and of the costs Lessor will Incur
by reason of ladle  payment by Lessee.  Acceptance of such late charge by Lesson
shall in no event  constitute a waiver on Lessee's Dalai or Breach with- respect
to such overdue  amount,  nor prevent  Lessor from  expressing  any of the other
rights and remedies granted hereunder.  in the event range Is payable hereunder,
whether or not collected,  for three (3)  consecutive  installments of Base Ran,
them  notwithstanding  Paragraph 4.1 or any other provision of this Lease to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

     13.5  Breach by Lessor.  Lessor  shah not be deemed in breach of this Lease
unless Lessor fails within a reasonable  time to perform an obligation  required
to be performed by Lesson. For imposes of this Paragraph 13.5, a reasonable time
shah In no event be less than thirty (30) days alter  receipt by Lessor,  and by
any  Lender(s)  whose name and address  shall have been  furnished  to Lessee in
willing ton such purpose, cal written notice spooling wherein such obligation of
Lessor has not been performed; provided, however, that if the nature of Lessor's
obligation  is such that more  than  thirty  (30) days  after  such  notice  are
reasonably  required for its then Lessor shall not be In breach of this Lease If
performance  Is  commenced  within  such  thirty  (30) day period and thereat at
dili-gently pursued to completion.

14.     Condemnation. if the Premises or any portion thereof are taken under the
power  of  eminent domain or sold under the threat of the dextrose of said power
(all  of wig-rich are herein called, this Lease is-nail terminals as to the part
so  taken  as  at It-re date the condemning authority lakes tithe or possession,
whichever  hi-sty occurs. if more than Len percent (10%) of the hoer area alibis
Premises,  or  more than twenty-live percent (25%) 0111-re portion of the Common
Areas  designated Ion Lessee's parking, is taken by condemnation, Lessee may, at
Lessee's  option,  to  be expressed In writing within Len (10) days attar Lessor
shall have given Lessee written notice on such taking (or in the absence of such
notice,  within  ten  (10)  days after the condemning authority shall have taken
possession)  terminate  this Lease as on the dale the condemning authority takes
such  possession. Ii Lessee does not terminate this Lease In accordance with the
lane  going, Ibis Lease shall remain in full force and effect as to this portion
of  this  Premises  remaining, except that the Base Rant shall be reduced in the
same  proportion  as  the  retable floor area alibis Premises taken beans to the
total  retable floor area of the Premises. No reduction of Base Rent shall occur
it  the  condemnation  does not apply to any portion of the Pram-uses. Any award
for  the  taking oil all on any part of this Premises under the power of eminent
domain  or  any payment made under threat of the dextrose of such power shall be
the  property  of  Lessor,  whether such award shall be made as compensation for
diminution  of  value  of  the  leasehold  an  for  the taking of the fee, or as
severance  damages;  provided,  however,  that  Lessee  shall be entitled to any
compensation,  separately  awarded  to  Lessee  for Lessee's relocation expenses
and/cry  loss  on  Lessee's  Trade Fixtures. In the event that this Lease Is not
terminated by reason of such condemnation, Lessor shall to the extent allies net
severance  damages  received,  over  and above Lessee's St-rare of the legal and
Eli-tar  expenses  incurred  by  Lessor  in the condemnation mat-ter, repair any
damage  to the Premises chatted by stitch condemnation auth-rarity. Lessee shall
be  responsible  for  the  payment of any amount In excess of such net severance
damages  required  to  complete  soon  repair.

15. Brokers' Fees.

     15.1 Procuring Cause. The Broken(s)  married in Paragraph 1.10 Is/are cause
of this Lease.

     15.2 Additional Terms.  Unless Lessor and Broker(s) I-rave otherwise agreed
in writing,  Lessor agrees plat: (a) II Lessee  expresses any Option (as defined
in Paragraph 39. granted under this Lease on any Option subsequently granted, or
(b) II Lessee  acquires any rights to the  Pram-rises or other premises in which
Lesson has an Interest, or (c) if Lessee ram-rains In possession of the Premises
with the consent at Lessor after the  expiration of the term of this Lease after
having  failed to dextrose an Option,  or (d) If said Brokers are the  procuring
cause of any amber lease or sale entered info between the Parties  pertaining to
the Premises  and/or any adjacent  property in which Lessor has an interest,  or
(a) If  Base  Rent  is  increased,  whether  by  agreement  or  operation  of an
escalation clause herein, then as to any of said transactions,  Lessor shall pay
said  Broker(s) a lee In  accordance  with the schedule of said  Broker(s) In of
tact at the time of the execution of this Lease.

     15.3  Assumption  of  Obligations.  Any  buyer or  transferee  of  Lessor's
interest In this Lease,  whether such transfer is by agreement or by operable of
law, shall be deemed to have assumed  Lessor's  obligation  under this Paragraph
15. Each Broken shall be an intended  third party of the provisions of Paragraph
1.10 and of this  Paragraph 15 to the extent of its  interest in any  commission
arising from Ibis Lease and may enforce right  directly  against  Lessor and its
successors,

     15.4  Representations and Warranties.  Lessee and Lessor each represent and
warrant  to the outer  that It has had no  dealings  with any p  son-son,  firm,
bro-ken or finder other ti-ran as named in Paragraph  1.10(a) in connection with
the  negotiation  of this Lease  and/or  hits  consummation  of the  transaction
contemplated  hereby,  and Thai no broker or other person,  firm or entity other
ti-ran said named  Broker(s) is enchained  to any  commission  or hider's fee in
connection  with said  trans-action.  Lessee and Lessor do each hereby  agree to
indemnify,  protect,  defend  and  hold the  other  harmless  horn  and  against
liability for  compensation  or charges which may be claimed by any such unnamed
broker,  finder or other  similar  party by reason of any dealings or actions of
the Indemnifying Party,  including any costs,  expenses,  and/or attorneys' fees
reasonably Incurred with respect thereto.

16 Tenancy and Biannual Statements.

     16.1 Tenancy Statement. Each-n Party (as "Responding Party") shall with-rim
ten (to) days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver Ian 11w Requesting Party a statement In writing
In a term similar to the then most current "Tenancy Statement" form published by
The  American  Industrial  Real  Estate  Association,   platys  such  additional
collimation  and/or statements as may be reasonably  requested by the Requesting
Party.

     16.2 Biannual Statement.  ii Lesson desires to finance,  reliance,  or sell
ibis Premises car-re Building, or any part thereof, Lessee and alt shall deliver
to any  potential  lender or purchaser  designated b Lessor such  statements  of
Lessee and such  Guarantors  as n-ray be  reasonably  requited by such tender or
purchaser,  Including but not limited ho Lessee's  statements  Ion the past line
(3) years.  All such shall be received by Lessor and such lender or purchaser in
confidence and shah be used only ice the purposes herein set forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean the owner or
owners at It-new  limner In  question of the fee tills to the  Premises.  in the
evenly of a transfer on Lessor's title  mi-Interest In 11-re Premises or In this
Lease,  Lessor  rail-rail  deliver to the or assignee (in cash or by credit) any
unused  Security  Deposit  held  by  Lessor  at the  time of  sect  transfer  or
assignment.  Except  as  provided  in  Paragraph  153,  upon  such  transfer  or
assignment and delivery of the Security Deposit, as aforesaid,  the prior Lessor
shall be  relieved  of all  liability  with  rasped Ice the  Obligations  and/or
covenants Linden lids Lease  thereat(tar to be performed by the Lessor.  Subject
to The foregoing, the Obligations and/or covenants in lids Lease to be performed
by the Lesson is-nail be binding only upon the Lesson as hereinabove defined.

18.  Severability.  This  Invalidly  of any  provision  on  Il-is  Lease,  as of
competent , shall In no way affect the validity of any other provision hereof.

19.  Interest  on  Past-Due  Obligations.   Arty  monetary  payment  due  Lessor
hereunder,  other Il-ran late charges,  not received by Lessor with-rim ten (10)
days follow-ing  this date on which-n it was due, shall bear Interest  hi-at-run
this dale due at the prime rate charged by the largest state  chartered batik In
the state in which the  Premises  are located  pies tour percent (4%) per annum,
but rich exceeding the maximum rate allowed by law, In addition to the potential
late range-range provided for In Paragraph 13.4.

20, lime of Essence.  lime is at the essence with respect Ice the performance of
all obligations to t)e performed or observed by the Parties under lures Lease.

21. Rent Deferred.  Alt monetary Obligations at Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22. No Prior or rein-rein  Agreements;  Broker Disclaimer.  This Lease complains
all  agreements  between the  Parties  welting  respect to any mallet  mentioned
herein, and no other prior on contemporaneous agreement or understanding shah be
elective.  Lessor and Lessee each represents and warrants to the Brokers that It
has made, and is relying solely upon,  its awn  Investigation  as to the nature,
quality, character and responsibility of the other Party to this Lease and as to
the  nature,   quality  and   character  of  The   Premises.   Brokers  have  no
responsibility  with  rasped  thereto or with  respect to any  default or breach
hereof by either Party.  Each Broker nail-nail be an intended third party on the
provisions of this Paragraph 22.


<PAGE>
23. Notched.

     23.1 Notice . All notices  required or permitted by this Lease rail-rail be
In writing and may be  delivered in parson (by hand or by messenger or cot infer
serve's) or may be sent by regular,  certified or registered mall on U.S. Postal
Service  Express  Mail,  with  postage p repaid,  or by  facsimile  transmission
dun-mug normal business hours, and shall be deemed  sufficiently given served in
a manner  specified In this  Paragraph  23. The  addresses  noted  adjacent to a
Party's  signature on Hulls Lease shall be that Party's  address for delivery on
mailing on notice  purposes.  Either  Party may by written  notice to this other
spiffy a different address for malice purposes, except that upon Lessee's taking
possession of the Pram-rises, the Premises shall constitute Lessee's address for
the purpose at mail-ing or delivering  notices to Lessee.  A copy of all notices
required or  permitted  to be given to Lessor  hereunder  shall be  concurrently
transmitted to such party or parties at such addresses as Lessor may from tin-re
to time hereafter designate by written notice to Lessee.

     23.2 Date of Notice.  Any notice  sent by  registered  or  certified  mail,
return receipt requested, shall be deemed given an the date at delivery shown on
the receipt  card, or If no delivery date is shown,  this postmark  thereon.  hi
semi by regular mail, the notice shall be deemed given  forty-sigh-in (48) hours
after the same Is addressed as required herein and mailed with postage  prepaid.
Notices  delivered  by United  States  Express  Mail or  overnight  courier that
guarantees next day delivery shall be deemed given  twenty-tour (24) hours alter
delivery on the same to the United  States  Postal  Service or  courier,  If any
notice is transmitted  by fac-simile  transmission  or similar  means,  the same
shall be deemed served or delivered upon telephone or facsimile  confirmation of
receipt  on the  transmission  thereof,  provided a copy Is also  delivered  via
delivery  or malt.  If notice is  received  on a Saturday or a Sunday or a legal
holiday, it shall be deemed received on the next business day.

24, Waivers.  No waiver by Lessor of the Default or Breach of any term, covenant
or  condition  hereof by  Lessee,  shall be  deemed a waiver of any other  term,
covenant or condition hereof,  or of any subsequent  Default or Broach by Lessee
of the same or any other term,  covenant or condition  hereof.  Lessor's consent
to, or approval of, any such act shall not be denned to render  unnecessary  the
obtaining of Lessor's  consent to, or approval of, any subsequent or similar act
by Lessee,  or be construed as the basis of an stopped to enforce the  provision
or  provisions  at this Lease  requiring  such  consent.  Regardless of Lessor's
knowledge of a Default or Breach at the lime of accepting  rent,  the acceptance
of rent by Lessor  shall not be a waiver of any  Default  or Breach by Lessee of
any  provision  hereof.  Any payment  given  Lessor by Lessee may be accepted by
Lessor on account of moneys or damages due Lessor, any qualifying state-ments or
conditions made by Lessee in connection therewith,  which such statements and/or
conditions shall be of no force or effect whatsoever unless superficially agreed
to in writing by Lessor at or before the time of deposit of such payment.

25.  Recording.  Either  Lessor or Lessee  shall,  upon  request  of the  other,
execute,  acknowledge  and deliver to the other a short form  memorandum of this
Lease for recording  purposes.  The Party  requesting  recordation  nail-nail be
responsible for payment of any lees or taxes applicable thereto.

26.  No Right To  Holdover.  Lessee  has no night to  retain  possession  at the
Premises or any part thinnest  beyond the  expiration or earlier  termination of
this Lease.  In the event that Lessee holds over In violation at this  Paragraph
26 then the Base  Rent  payable  from and after  The time of the  expiration  or
earlier  termination  at this Lease shall be increased  to Iowa hundred  percent
(200%) at the Base Rent  applicable  during the  preceding  such  expiration  or
earlier termination. Nothing contained herein shall be construed as a consent by
Lessor ho any holding over by Lessee.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28,  Covenants  and  Conditions.  All  provisions  of  Lease to be  observed  or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Panties,
their personal  representatives,  successors and, assigns and be governed by the
laws of the State in which the Premises are located.  Any mitigation between the
Parties hereto  concerning  this Lease shall be initiated In the county in which
the Premises are located.

30. Subordination; Attainment; Non-Disturbance.

     30.1  Subordination.  Tints Lease and any Option  granted  hereby  shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security  device  (collectively,  "Security  Device"),  now or
hereafter  placed by Lessor upon the real  property at which the  Premises are a
part,  to any and all  advances  made on this  security  thereof,  at-rd  to all
renewals, modifications,  consolidations, replacements and extensions to Israel.
Lessee agrees that tibia Lenders  holding any such Security Device shall have no
duty,  liability an  obligation to perform any on lb-new  Obligations  on Lesson
under tins Lease, but that In the event oil Lessor's default with respect to any
such obligation,  Lessee will give any Lender whose name and address h-nave been
punished Lessee In writing I or such purpose notice of Lessor's default pursuant
to Paragraph 13.5. if any Lender shall heel to have this Lease and/or any Option
granted  hereby  superior  to the lien old its  Security  Device  and shall give
written  notice  thereof to Lessee,  lids Lease and such Options shall be deemed
prior  to such  Security  Device,  notwithstanding  the  relative  dates  of the
documentation or recondition to Israel.

     30.2 Attainment. Subject to the non-disturbance provisions on Paragraph

     30.3,  Lessee  agrees to altar to a Lender or any other panty wire acquires
ownership of line Prentiss by reason of a foreclosure of a Security Device,  and
that in the event on such  foreclosure,  such new owner shall not: (I) be liable
for any act or omission of any prior lesson on with respect to events  occurring
prior to  acquisition  of ownership,  (ii) be subject to any offsets or defenses
which  Lessee  might  have  against  any  prior  lessor,  or  (lei)  be bound by
prepayment of more tab-ran one month's rent.

     30.3  Non-Disturbance.  With  respect to Security  Devices  entered Into by
Lessor abler the execution of this lease,  Lessee's  subordination of this Lease
shall be sublet to receiving  assurance (a non-disturbance  agreement") from the
Lender that Lessee's possession and this Lease,  including any options ho extend
the term  hereof,  will not be  disturbed so none as Lessee is rot-rot In Breach
hereof and althorns to the record owner of the Premises.

     30.4 Self-Executing. The agreements contained In this Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that upon  written  request from Lesson or a Lender in  connection  with a sale,
fanning or f Premises,  Lessee and Lessor shall execute such further writings as
may be reasonably  required to  separately  document any such  subordination  or
moon-subordination,  atonement and/or  non-disturbance  agreement as Is provided
tar herein.

31.  Attorneys'  Fees.  II any Party or Broken brings an action or proceeding to
enforce the terms hassle or declare rights  hereunder,  the Prevailing Party (as
here-alter defined) In any such proceeding,  action, or appeal terrain, shall be
entitled to  reasonable  attorneys'  lees.  Such lees may be awarded In the same
suit or recovered in a separate stilt,  whether or not such action or proceeding
Is pursued to diffusion or judgment. The trine "Prevailing Party" shall Include,
without limitation,  a Party or Broker who substantially obtains or defeats this
relief  sough-rim,  as this  case may be,  whether  by  compromise,  settlement,
judgment,  or the  abandonment  by this  other  Party on  Broker of its claim or
defense.  The attorneys' fee award shall not be computed iii accordance with any
court fee schedule,  but shall be such as to fully reimburse all attorneys' fees
reasonably  Incurred.  Lessor shall be entitled to  attorneys'  fees,  costs and
expenses  Incurred  in  preparation  and  ser-vice  of notices  old  Default and
consultations  In  connection  therewith,  whether  or  not a  legal  action  is
subsequently  commenced In connection  with such Default or resultant's  Breach.
Broker(s) shall be Intended third party beneficiaries of this Paragraph 31.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have  the  right  to  enter  Line  Premises  at any  lime,  in the case of , and
otherwise at reasonable times for the purpose of showing the same to prospective
purchasers,   lenders,  or  lessees,  and  making  such  alterations,   repairs,
improvements  or  additions  to the Premises  onto the  Building,  as Lessor may
reasonably deem necessary. Lessor may at any time place on or about the Premises
or Building any Ordinary  'for Sale" signs and Lessor may at any lime during the
last one  hundred  eighty  (180) days of the term  hereon  place on or about the
Premises any Ordinary "For Lease' signs.  Alt such activities at Lessor shall be
without abatement or liability to Lessee.

33.  Auctions.  Lessee  shall not  conduct,  nor permit to be  conduced,  either
voluntarily or Involuntarily, any auction upon the Premises without first having
obtained  Lessor's  prior  written  consent.  Notwithstanding  anything  to  the
contrary In this Lease,  Lesson  shall not be obligated to dextrose any standard
at reasonableness in determining whether to grant such consent.

34.  Signs.  Lessee  shall  not place  any sign  upon  Ibis  exterior  of T-bone
Pram-rises or the Building,  except that Lessee may, with Lessor's prior written
consent, Install (but riot on the roof) such signs as are reasonably required to
advertise  Lessee's  own  business  so  long  as such  signs  are in a  location
designated  by Lessor and comply with  Applicable  Requirements  and the signage
criteria  established for the Industrial  Center by Lessor.  The Installation on
any sign on the Premises by or for Lessee shall be subject to the  provisions at
Paragraph 7 (Maintenance,  Repairs, Utility Installations,  Trade Fixtures an-rd
Alterations).  Unless  otherwise  expressly  agreed herein,  Lesson reserves all
rights  to the use of the  roof of thus  Building,  and  the  right  to  install
advertising signs on the Building, Including the roof, which do not unreasonably
mien are within the conduct on Lessee's  business;  Lessor  shall be entitled to
alt revenues from such advertising signs.

35.  Termination;  Merger.  Unless stated  otherwise in writing by Lessor,  this
voluntary on toner surrender of lids Lease by Lessee,  the mutual termination or
cancellation  hereof,  or a termination  hereof by Lesson f or Breach by Lessee,
shall  automatically  terminate any sublease or lesser estate In thus  Premises;
provided, however, Lessor shah, in the event of Amy such surrender,  termination
or  cancellation,  have the option to continue  any one or all of any existing .
Lessor's  failure within ten (10) days following any such event to make a within
election  to Ice  contrary  by willed  notice to the  holder of any such  lesser
Interest,  shall constitute  Lessor's election to have such event constitute the
termination at such interest.

36. Consents,

          (a) Except Ion Paragraph 33 hereon  (Auctions) or as cherries provided
     herein,  wherever  In Hulls  Lease the consent of a Party Is required to an
     act by Or ion the other  Party.  such  consent  shall  not be  unreasonably
     withheld  or  delayed.   Lessor's  actual  reasonable  costs  and  expenses
     (including but not limited to architects', attorneys', engineers' and other
     consultants'  fees)  incurred in thus  consideration  of, or response to, a
     request by Lessee for any Lessor  consent  pertaining  to this Lease on the
     Premises,  including  but  not  limited  to  consents  to an  assignment  a
     subletting on the presence or use oil a Hazardous Substance,  shall be paid
     by Lessee to Lessor upon receipt at an invoice and supporting documentation
     therefore.  In addition  to the deposit  described  in  Paragraph  12.2(e),
     Lessor may.  as a  condition  to  considering  any such  request by Lessee,
     require that Lessee  deposit with Lesson an amount on money (In addition to
     the Security  Deposit held under  Paragraph  5):  reasonably  calculated by
     Lessor  to  represent  the  cost  Lessor  will  incur  in  considering  and
     responding to Laser's request.  Any unused portion at said deposit shall be
     refunded  to  Lessee  without  interest.   Lessor's  consent  to  any  act,
     assignment  of this Lease or subletting of the Premises by Lessee shall not
     constitute  an  acknowledgment  that no Default or Breach by Lessee on lids
     Lease  exists,  nor  shall  such  consent  be  deemed a waiver  of any then
     existing Default on Breach, except as may be otherwise superficially stated
     in writing by Lessor at the time of such consent.

          (b) All  conditions to Lessor's  consent  authorized by this Lease are
     acknowledged  by Lessee as being  reasonable.  The failure to spiffy herein
     any  particular  condition  to  Lessor's  consent  shall not  preclude  the
     transpositions  by Lessor at The lime of  consent  of sofa  Curler or other
     conditions as are then reasonable whir reference to It-re particular matter
     tar which consent is being given.

37. Guarantor.

     37.l  Farm of  Guaranty.  If there are to be any  Guanos of this  Lease per
Paragraph  1.11,  The harm of the guaranty to be executed by each such Guarantor
shall be in the form mast  recently  published by the American  industrial  Real
Estate and each such  Guarantor  shall have  T-bone same  obligations  as Lessee
under this lease,  Including  but not limited to the  obligation  to provide the
Tenancy Statement and required In Paragraph


<PAGE>
     37.2 Additional Obligation.  of Guarantor. it shall constitute a Default of
the  Lessee  under this Lease It any such-n  Guarantor  falls or  refuses,  upon
reasonable request by Lessor to give: (a) evidence of tubes due execution at the
guaranty  called for by times Lease,  Including the auth-rarity of The Guarantor
(and of this party signing on Guarantor's  behalf) to obligate such Guarantor on
said guaranty,  and resolution allies board of directors  authorizing the making
of  such  guaranty,  together  with a  certificate  of  Incumbency  showing  the
signatures of the parsons authorized to sign on Its behalf, (b) current biannual
statements  of Guarantor as may from time to time be requested by Lessor,  (c) a
Tenancy  Statement,  or (d) written  confirmation  that the guaranty is still In
effect.

38.  Quiet  Possession.  Upon payment by Lessee of the rent for the Premises and
the  performance of all of the covenants,  conditions and provisions on Lessee's
part to be observed  and  performed  under this Lease,  Lessee  shall have quiet
possession of the  Pram-n-rises ton the menthe term hereof subject to all of the
provisions of this Lease.

39. Options.

     39.1 Definition. As used In this Lease, the word "Option" has the following
meaning:  (a) the might to extend  Tim term of this Lease or to renew this Lease
or to extend or renew am-nay lease that Lessee has on other property on Lessor;

          (b) the right of first  refusal to lease the  Premises or the right of
     first offer to lease the  Premises  or The right of first  refusal to lease
     other  property  of Lessor on the  nigh-not  of first  alien to lease other
     property at Lessor; (c) the night to purchase toe Premises, on the nigh-not
     of first  refusal to  purchase  the  Promises,  anther  right old oilier to
     purchase the Premises,  or the night to purchase  other property of Lessor,
     on the right at first refusal to purchase other properly of Lessor,  anther
     nigh' it at lint oilier to purchase other properly of Lessor.

     39.2 Options Personal to Original Lessee.  Each Option granted to Lessee in
this Lease is personal to the original  Lessee  named in Paragraph  1.1 here-of,
and cannot be voluntarily or  Involuntarily  assigned or expressed by any person
on entity other than said original  Lessee while the original Lessee Is Iii lull
and actual  possession at the Premises and with-rout the Intention of thereafter
assigning or subletting. The Options, ii any, herein-n granted to Lessee are not
assignable,  either as a pant on an  assignment  of this Lease or  separately on
apart  and no  Opulent  may be  separated  from  this  Lease in any  manner,  by
reservation or otherwise.

     39.3 Multiple Options. In the event that Lessee has any multiple Options to
extend or renew lures Lease, a later option cannot be expressed unless the prior
Options to extend or renew this Lease have been validly expressed.

     39.4 Effect of Default on Options.

          (a) Lessee shall have no night to dextrose an Option,  notwithstanding
     any  provision  in T-bone grant of Option to the  contrary:  (I) during the
     period  communing  with-n  It-new  giving of any  notice of  Default  under
     Paragraph 13.1 and continuing  until the noticed  Default Is cured, or (ii)
     during the period of time any mone-tary  obligation  due Lessor from Lessee
     is unpaid  (without  regard to whether notice thereof is given Lessee),  or
     (iii)  during the time  Lessee Is In Breach of this  Lease,  or (Iv) In the
     event  ti-Nat  Lessor  has given to Lessee  three  (3) or more  notices  of
     separate  Defaults under Paragraph 13.1 during the twelve (12) month pennon
     Immediately  preceding  the dextrose of the Option,  Rollins Del caulis are
     cured.

          (b) The p silk of time  within-rich-n an Option may be expressed shall
     not be extended or enlarged by reason of Lessee's inability to extensors an
     Option because of The provisions of P paragraph 39.4(a)

          (c) All  rights  of  Lessee  under the  provisions  of an Option  shah
     terminate  and be of no further force or effect,  notwithstanding  Lessee's
     due and timely  dextrose of the Option,  II, after such dextrose and during
     Ibis tern-n on this Lease,  (rot)  Lessee lolls to pay to Lessor a monetary
     obligation  at  Lessee  Ion a period  at  thirty  (30)  days  after  such-n
     obligation  becomes due  (without  any  necessity  of Lessor to give notice
     it-eared  to  Lessee),  or (ii)  Lessor  gives to Lessee  three (3) or more
     notices of separate  Defaults under Paragraph-n 13.1 during any twelve (12)
     month-n  period,  whether or not the DePaul's are cured, or (iii) II Lessee
     commits a Breach of this Lease.

40.  Rules and  Regulations.  Lessee  agrees that II will abide by, and keep and
observe all reasonable rules and regulations  ("Rules and Regulations')  which-n
Lessor  may  make  Iron  time to time  Ion the  management,  safely,  care,  and
clianthus  of the  grounds,  the  parking  and  unloading  of  vehicles  and the
preservation of good order, as well as forth-new  convenience of other occupants
or tenants of the Building and the industrial Center and their ingles.

41. Security Measures.  Lessee hereby  acknowledges  payable to Lesson hereunder
does not include the cost at guard service or other security measures,  and that
Lessor shah have nark obligation  whatsoever to provide same, Lessee assumes all
responsibility  for the  protection  of the  Premises,  Lessee,  its  agents and
invitees and their property from the acts of ti-rind panties.

42.  Reservations.  Lessor  reserves  the right,  from lime to liars,  to grant,
without the consent on joiner of Lessee, such easements,  nights of way, utility
raceways,  and  dedications  lint  Lessor  deems  necessary,  and to  cause  the
recordation  of  parcel  maps and , so long as such  easements,  rights  of way,
utility race-ways, dedications, maps and restrictions do not reasonably intender
will-n Line use of the Premises by Lessee.  Lessee  agrees to sign any documents
reasonably   requested  by  Lesson  to  effectuate  any  such  easement  nights,
dedication, map or restrictions.

43.  Performance  Under Protest.  Ii at any time a dispute nail-nail anise as to
any  amount  or sum of money  to be paid by one  Party to the  other  under  the
provisions  hereof,  the Party  against whom the  obligation to pay the money Is
assented  shah have the right to  n-rake  payment  "under  protest"  and  such-n
payment shall not be regarded as a voluntary payment and there shall survive the
noggin on Line part on said Party to Institute suit for recovery of such sum. If
it shall be  adjudged  that  there was no legal  obligation  on the part of said
Panty to pay such Sinai or any part  thereof,  said Panty  shall be  entitled to
recover such sum or so. much thereof as ii was not legally required to pay under
this provisions of this Lease.

44.  Authority.  If either Party hereto is a corporation,  trust,  or general or
limited  partnership,  each  individual  executing  this Lease on behalf of such
entity no p  re-sents  and  warrants  that  h-new or she Is duly  authorized  to
execute and deliver this Lease on its behalf. II Lessee Is a corporation,  trust
or partnership,  Lessee shall,  within thirty (30) days after request by Lesson,
deliver to Lessor evidence satisfactory to Lessor on such-n authority.

45.      Any  conflict  between  the  printed  provisions  of this Lease and the
typewritten  on handwritten provisions shall be controlled by the typewritten or
handwritten  provisions.

46,  Offer.  Preparation  of this Lease by sillier  Lessor on Lessee or Lessor's
agent or Lessee's  agent and submission of same to Lessee or Lessor shall not be
deemed  an alter to  lease.  This  Lease Is not  Intended  to be  binding  until
executed and delivered by all Parties hereto.

47 Amendments. This Lease may be modified only In writing, signed by the parties
in interest at The time of the modification.  The Parties shall amend this Lease
from time to time to reflect any adjustments to Nat are made to the Base Rent or
other rent payable under this Lease.  As long as they do not  materially  change
Lessee's   Obligations   hereunder,   Lessee  agrees  to  make  such  reasonable
non-monetary  modifications  to this Lease as may be  reasonably  required by an
National  insurance  company  or  pension  plan  Lender In  connection  with the
obtaining of normal fanning or of the property of which the Premises are a pant.

48. Multiple  Parties.  Except as otherwise  expressly  provided herein, if more
than one  person or entity is named  herein  as  either  Lessor or  Lessee,  the
Obligations  of  such  multiple   parties  shah  be  the  join-rim  and  several
responsibility  old all persons on  entities  named  herein as such-n  Lesson or
Lessee.


<PAGE>
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED Tills LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN,  AND BY THE  EXECUTION  OF THIS  LEASE  SHOW THEIR
INFORMED AND VOLUNTARY  CONSENT  THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE  Tile INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


     IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN  PREPARED FOR YOUR  ATTORNEYS
     REVIEW AND APPROVAL.  FURTHER, EXPERTS SHOULD BE CON-SULTED TO EVALUATE THE
     CONDITION  OF  THE   PROPERTY  FOR  THE  POSSIBLE   PRESENCE  OF  ASBESTOS,
     UNDERGROUND  STORAGE TANKS OR HAZ-ARDOUS  SUBSTANCES.  NO REPRESENTATION OR
     RECOMMENDATION IS MADE BY THE AMERICAN  INDUSTRIAL REAL ESTATE  ASSOSIATION
     OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS,  AGENTS OR EMPLOYEES AS
     TO THE LEGAL SUFFIOFENCY,  LEGAL EFFECT, OR TAX CONSE-QUENCES OF THIS LEASE
     OR THE TRANSACTION TO WHICH IT RELATES;  THE PARTIES SHALL RELY SOLELY UPON
     THE ADVICE OF THEIR OWN  COUNSEL AS TO Tile LEGAL AND TAX  CONSEQUENCES  OF
     THIS LEASE. IF THE SUBJECT PROPERTY IS IN A STATE OTHER THAN CALIFORNIA, AN
     ATTORNEY FROM THE STATE WHERE Tile PROPERTY IS LOCATED SHOULD BE CONSULTED.


The  parties  hereto  have  executed  this  Lease  at the place and on the dates
specified  above  their  respective  signatures.



Executed  at:                         Executed  at:   Phoenix, AZ
             -----------------------                ----------------------------

On:                                   On:         6/1/98
   ----------------------------------    ---------------------------------------



By  LESSOR:Mr. Art Grandlich d.b.a.   By LESSEE Renaissance International Group
           ---------------------------         ---------------------------------
           McKellips Corporate Square           a Nevada Corporation
           ---------------------------         ---------------------------------

By: /s/ A. Granduch                   By:  /S/ William O'Neal
   ----------------------------------    ---------------------------------------

Name  Printed: A. Granduch            Name  Printed:  William O'Neal
              -----------------------       ------------------------------------
Title: Owner                          Title: Senior Vice President
      -------------------------------        -----------------------------------
By:                                   By:
   ----------------------------------    ---------------------------------------
Name  Printed:                        Name  Printed:
               ----------------------               ----------------------------

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

Address:201 West Apache Trail          Address:4840  East  Jasmine  Street,
        -----------------------------          -------------------------------
        Apache Junction,AZ 85220                 Mesa Az,  85205
        -----------------------------          -------------------------------

Telephone:(602) 983-2500                   Telephone(   )
          ---------------------------               ----------------------------

Facsimile:(602) 983-7963              Facsimile:
          ---------------------------           --------------------------------



BROKER:                               BROKER:
      -------------------------------        -----------------------------------

Executed at:                          Executed at:
      -------------------------------             ------------------------------

On:                                   On:
   ----------------------------------    ---------------------------------------

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

Name  Printed:                        Name  Printed:
              -----------------------         ----------------------------------

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

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

Name  Printed:                        Name  Printed:
               ----------------------               ----------------------------

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

Telephone:(     )                     Telephone(     )
               ----------------------               ----------------------------


Facsimile:                            Facsimile:
          ---------------------------           --------------------------------


NOTE:     These  forms  are  often modified to meet changing requirements of law
and  needs  of the industry. Always write or call to make sure you are utilizing
the  most  current  form:  AMERICAN  INDUSTRIAL  REAL ESTATE ASSOSIATION, 345 S.
Figueroa  St.,  N-  Los  Angeles,  CA  90071.  (213)  687-8777.


<PAGE>
                                 ADDENDUM

This  ADDENDUM is a part of that certain lease by and between Mr. Art Grandlich,
d.b.a. McKellips Corporate  Square (Lessor) and Renaissance International Group,
Ltd. (RIGL), a Nevada  corporation (Lessee)  of  even  date  herewith.

PRESSES
-------
Per  Paragraph  2  of  the  Lease  Agreement,  Lessee hereby leases Suite 105 of
McKellips  Corporate  Square,  which  consists  of 16,772 square feet which is a
19.62%  portion  of  the menthe complex which totals 85,464 square feet. Subject
Suite  shall  be delivered to Lessee in the current condition without additional
tenant  improvements  by the Lessor. All HVAC to be in good operating condition.
After  thirty  (30)  days, Lessee to be responsible for all I-IVAC operating and
maintenance  expenses.

Rental  Schedule
----------------
The  following  rental  schedule  shall apply during the term of this agreement:

July 1, 1998 until June 30, 1999: $4,528.44 per month plus applicable rental tax
and  common  area  charges.
July 1, 1999 until June 30, 2000: $9,224.60 per month plus applicable rental tax
and  common  area  charges.
July 1, 2000 until June 30, 2003: $9,727.76 per month plus applicable rental tax
and  common  area  charges.

Note:  In  the  event that the Lessee does not complete the 6,000 square feet of
office  space  on  or  before  September  30,  1998,  the rent shall escalate to
$9,224.60  per  month  effective  October  1,1998.

TENANT
-------
Lessee  shall  be  responsible  for  constructing all tenant improvements to the
Suite  in  a professional and workmanlike manner pursuant to all applicable  and
state  building codes, at Lessee's sole cost and expense. On or before September
30,  1998,  Lessee  shall  construct  a  minimum  of  6,000  square  feet  of
air-conditioned  office  area  and  any  demising  walls that may be required to
subdivide the space. The blueprints of the proposed tenant improvements shall be
submitted  to  the  Lessor  for  review  and  approval  prior to commencement of
construction.

OCCUPANCY
---------
Lessee  shall  have  occupancy  to  the  Premises  upon mutual execution of this
agreement  to  commence  Tenant Improvements  and begin to move employees into
subject property. No rental shall be  charged  during  this period.


ASSIGNMENT
------------
Lessee  shall  have the right to assign the lease to any entity or person owning
at  least  fifty-one  percent  (51  %) of the stock of RIGL or any subsidiary in
which  RIGL  owns  at  least  a  fifty-one  percent  (51%)  interest,

RIGHT OF FIRST REFUSAL
----------------------
Lessee  shall  have  a right of first refusal to lease the remaining premises of
Building B as such space becomes available, and upon substantially similar terms
as  set  forth  herein. Lessee must lease space in the current condition without
additional  tenant  improvements  by  the  Lessor.  Lessee must provide approval
within  seven  (7)  days  after  notification by Lessor that additional space is
available.

SIGNAGE
--------
Lessee shall have the right, at its own expense, to maintain within the interior
of the leased Premises (not visible from the exterior) any signs and advertising
matter  customary or appropriate in the conduct of RIGL's business. Lessee shall
have  the  exclusive  right  to  the  use  of the exterior surface of the leased
Premises  for  the  largest  sign allowable by the Lofty of Mesa, which shall be
provided  at  Lessee's  expense. Lessor shall have the right to approve Lessee's
exterior  sign  plan,  which  approval  shall  not  be  unreasonably  withheld.

HAZARDOUS  WASTE
----------------
Lessor  hereby  represents and warrants to the best of Lessor's knowledge, there
is  no  hazardous  waste  on or under the property (McKellips Corporate Square).

BROKERAGE
---------
After  the  Tenant Improvements are completed and all lien waivers for labor and
materials  are delivered to the Lessor a leasing commission of five percent (5%)
of  the  total lease consideration ($25,761) shall be payable by the Lessor. The
commission shall be divided equally between Lee & Associates Arizona and Grubb &
Ellis  and  paid  on an annual basis on July 1 of each calendar year ($5,152 per
annum).

In  the  event  Grubb  &  Ellis  elects  not to collect the commission in annual
installments,  the  Lessor  agrees  to


<PAGE>
OPTION TO EXTEND
----------------
Provided  this  lease agreement is in full force and effect and neither party is
in  violation  of  any  terms  and conditions of the lease, Lessor hereby grants
Lessee an option to extend the lease for an additional five (5) year period. The
lease  rate  for the option period shall be pursuant to fair market value at the
time  the  lease  is  extended.  Lessee  must give one hundred twenty (120) days
written  notice  of  Lessee's  intention  to  dextrose  this  option.

PARKING
-------
Lessee shall be entitled to 57 unreserved parking spaces and 3 reserved, covered
parking spaces. In the event Lessee wants additional covered parking, Lessee may
construct  additional  covered parking stalls at Lessee's sole cost and expense.
Lessor  will  have  the  right to approve location of additional covered parking
canopy and they shall be designed and constructed in a manner that is similar to
the  other  canopies  already  located  at  Muckheaps  Corporate  Square.

TELEPHONE EQUIPMENT
-------------------
Lessee  shall  be responsible for all telephone equipment and telephone these to
subject  property.


<PAGE>


                         Exhibit "A"


                     {GRAPHIC OMMITED}


<PAGE>
                               AMENDMENT TO LEASE


     THIS AMENDMENT TO LEASE (this "Amendment') amends and modifies that certain
Lease  and  Addendum  thereto  by  and between MT. Art Grandlich d/b/a McKellips
Corporate  Square (Lessor) and Renaissance International  Group, Ltd. (RIGI), a
Nevada  corporation  (Lessee)  dated  1,  1  998.  as  follows:

"Lessee  shall  be  responsible  for constructing all tenant improvements to the
Suite  in  a  professional  and  workmanlike  manner  pursuant to all applicable
municipal  and state building codes, at Lessee's sole cost and expense. No later
than  90-days  from  the  dale  Lessee's plans are approved by the City of Mesa.
Lessee  shall construct a minimum of 6,000 square feet of air conditioned office
area  and any  walls that may be required to subdivide the space. The blueprints
of  the proposed tenant improvements shall be submitted to the Lessor for review
and approval prior to commencement of construction. In the event that the Lessee
does  not  complete the 6,000 square feet of office space on or before such date
of  the  rent  shall  escalate  to
$9,224.60  per  month  effective  upon  the

                           "Lessor"
                           Mr.  Art  Grandlich
                           d/b/a  McKellips  Corporate  Square
                           By: /s/ Art  Grandlich
                              --------------------------------------------
                           Art  Grandlich

                           "Lessee"
                           Renaissance  International  Group,  Ltd.,  a  Nevada
                           By: /s/ Kevin  Jones
                              --------------------------------------------
                           Kevin  Jones
                           Its  President


<PAGE>