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                                  OFFICE LEASE

                                 by and between

                      SUN LIFE ASSURANCE COMPANY OF CANADA
                             a Canadian corporation
                                   "Landlord"

                                       and

                        ELECTRONIC ACCESSORY SPECIALISTS
                              INTERNATIONAL, INC.
                             a Delaware corporation
                                doing business as

                              MOBILITY ELECTRONICS

                                    "Tenant"


                                   July 3, 1998

                       Scottsdale Executive Office Center
                        16100 North Greenway-Hayden Loop
                            Scottsdale, Arizona 85260
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                                  OFFICE LEASE

1.       BASIC PROVISIONS

1.1      Date:                      July 3, 1998

1.2      Landlord:                  SUN LIFE ASSURANCE COMPANY OF CANADA,
                                    a Canadian corporation

1.3      Landlord's Address:        c/o Trammell Crow Company
                                    3800 North Central Avenue, Suite 900
                                    Phoenix, Arizona 85012

1.4      Tenant:                    ELECTRONIC ACCESSORY SPECIALISTS
                                    INTERNATIONAL, INC., a Delaware corporation,
                                    doing business as MOBILITY ELECTRONICS

1.5      Tenant's Address

(a)      Prior to Commencement Date:        c/o B-H Enterprises of Arizona, Inc.
                                            7950 East Redfield Road
                                            Suite 280
                                            Scottsdale, Arizona 85260
                                            Attn: Mr. Randy Shell

(b)      Subsequent to Commencement Date:       16100 North Greenway-Hayden Loop
                                                Suite 500
                                                Scottsdale, Arizona 85260

1.6      Property: The parcel of real estate located in Scottsdale, Maricopa
         County, Arizona, depicted on the Site Plan attached hereto as Exhibit
         "A" and legally described on Exhibit "B" attached hereto and
         incorporated herein by this reference, together with the office
         buildings now or hereafter situated thereon, the landscaping, parking
         facilities and all other improvements and appurtenances thereto.


1.7      Building: That certain office building known as Scottsdale Executive
         Office Center, located at 16100 North Greenway-Hayden Loop Road,
         Scottsdale, Maricopa County, Arizona 85260, and situated on the
         Property.

1.8      Leased Premises: Approximately 5,047 rentable square feet of office
         space commonly known as Suite 500, as outlined on the Floor Plan
         attached hereto as Exhibit "C".

1.9      Permitted Use: General business office purposes; not including storage,
         machine, computer or vehicle repair or refurbishing, telemarketing,
         credit or loan processing, or multi-level marketing.

1.10     Lease Term: Four (4) years after the date of substantial completion of
         the Tenant Improvements (as defined and determined in accordance with
         the Work Letter attached as Exhibit "H" hereto).

1.11     Scheduled Commencement Date and Expiration Date: The Commencement Date
         shall be date of substantial completion of the Tenant Improvements to
         the Leased Premises and shall expire on that date that is the last day
         of the fourth (4th) year after such substantial completion of the
         Tenant Improvements. Landlord, however, shall permit Tenant to occupy
         the portion of the Leased Premises as depicted on Exhibit "C"
         comprising approximately 2,500 rentable square feet ("Early Occupancy
         Space") prior to the completion of the Tenant Improvements, but subject
         to all of the terms and conditions of this Lease including, without
         limitation, the obligation to pay Annual Basic Rent and obtain the
         insurance required in Article 9 below.

1.12     Annual Basic Rent: For and during the initial twenty-four (24) months
         of the Lease Term, Annual Basic Rent shall be $73,181.50 per annum,
         plus tax, and $6,098.46 per month, plus tax, based upon a rental rate
         of $14.50 per rentable square foot; provided, however, that for and
         during the period in which Tenant occupies the Early Occupancy Space to
         and including the date of substantial completion of the Tenant
         Improvements to the Leased Premises, Tenant's monthly installments of
         Annual Basic Rent shall be $3,020.83, per month, plus tax, based upon
         the $14.50 per rentable square foot rate. Tenant shall pay a prorated
         amount of the monthly installments of Annual Basic Rent for

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         any partial month of the Lease Term. For and during the period
         commencing on the first (1st) day of the twenty-fifth (25th) month of
         the Lease Term and continuing through and including the Expiration
         Date, Annual Basic Rent shall be $75,705.00 per annum plus tax, and
         $6,308.75 per month, plus tax, based upon a rental rate of $15.00 per
         rentable square foot.

1.13     Security Deposit: $6,308.75.

1.14     Building Hours: 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00
         a.m. to 12:00 p.m. on Saturday excluding recognized federal, state or
         local holidays, or as otherwise requested by Tenant and reasonably
         approved by Landlord.

1.15     Parking Spaces: Five (5) reserved, covered parking spaces, and one (1)
         additional reserved, covered parking space (the "Additional Space")
         subject to availability and offered on a first come, first served
         basis, all subject to the terms and conditions of Exhibit "E" attached
         hereto.

1.16     Parking Charge: $25.00, plus tax, per each of the five (5)
         reserved/covered parking spaces and the market rate from time to time
         established by Landlord for the Additional Space.

1.17     Guarantors: N/A

1.18     Brokers: Trammell Crow Company (Landlord) and B-H Enterprises of
         Arizona, Ltd. (Tenant)

1.19     Exhibits:

                  A = Site Plan
                  B = Legal Description of the Property
                  C = Floor Plan
                  D = Memorandum of Commencement Date
                  E = Reserved Covered Parking License
                  F = Reserved
                  G = Reserved
                  H = Work Letter
                  I = Building Rules and Regulations

1.20     Riders:  1= Additional Security Deposit

2.       LEASED PREMISES: ADJUSTMENTS

2.1      Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby
         leases and accepts from Landlord, the Leased Premises, upon the terms
         and conditions set forth in this Lease and any modifications,
         supplements or addenda hereto (the "Lease"), including the Basic
         Provisions of Article 1 which are incorporated herein by this
         reference, together with the nonexclusive right to use, in common with
         Landlord and others, the Building Common Areas (defined below). For the
         purposes of this Lease, the term "Building Common Areas" means common
         hallways, corridors, walkways and footpaths, foyers and lobbies,
         bathrooms and janitorial closets, electrical and telephone closets,
         landscaped areas, and such other areas within or adjacent to the
         Building which are subject to or are designed intended solely for the
         common enjoyment, use and/or benefits of the tenants of the Building.

2.2      Adjustments. The Annual Basic Rent at the Commencement date (as
         hereinafter defined) is based on the Leased Premises containing the
         rentable square footage set forth in Article 1.8 above. If the actual
         rentable square footage of the Leased Premises is hereafter calculated
         to be more or less than the square footage set forth in Article 1.8
         above (to be computed, at Landlord's sole option, after completion of
         the Leased Premises, by an architect designated by Landlord and
         licensed to practice in the State of Arizona), the Annual Basic Rent
         shall be increased or decreased in accordance with the rental rate set
         forth in Article 1.12 above. All references to "rentable" or "useable"
         square feet, footage or area, shall be deemed measured, as the case may
         be, in accordance with American National Standard Z65. 1-1996, as
         published by BOMA International. For the purpose of this Lease,
         Landlord and Tenant agree that the RU ratio shall be 1.10.

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3.       LEASE TERM: COMMENCEMENT DATE

3.1      Lease Term. The Lease Term shall begin on the Commencement Date and
         shall be for the period set forth in Article 1.10 above, plus any
         period of less than one (1) month between the Commencement Date and the
         first day of the next succeeding calendar month, unless sooner
         terminated in accordance with the further provisions of this Lease.

3.2      Commencement Date. The Commencement Date shall mean the date of
         substantial completion of the Tenant Improvements to the Leased
         Promises.

3.3      Memorandum of Commencement Dale. Landlord and Tenant shall, within ten
         (10) days after the Commencement Date, execute a declaration in the
         form of Exhibit "D" attached hereto specifying the Commencement Date
         should the Commencement Date be a date other than the Scheduled
         Commencement Date.

3.4      Delay in Commencement Date. In the event Landlord shall be unable, for
         any reason, to deliver possession of the Leased Premises to Tenant on
         the Scheduled Commencement Date, Landlord shall not be liable for any
         loss or damage occasioned thereby, nor shall such inability affect the
         validity of this Lease or the obligations of Tenant. In such event,
         Tenant shall not be obligated to pay Annual Basic Rent or Additional
         Rent until the Commencement Date. In the event Landlord shall not have
         delivered possession of the Leased Premises to Tenant within ninety
         (90) days after the Scheduled Commencement Date, and if such failure to
         deliver possession was (a) caused solely by the fault or neglect of
         Landlord, and its contractors or agents (b) not caused by any fault or
         neglect of Tenant or due to additional time required to plan for and
         install other work for Tenant beyond the amount of time which would
         have been required if only building standard Improvements had been
         installed, then, as its sole and exclusive remedy for Landlord's
         failure to deliver possession of the Leased Premises in a timely
         manner, Tenant shall have the right to terminate this Lease by
         delivering written notice of termination to Landlord at any time within
         thirty (30) days after the expiration of such ninety (90) day period.
         Such termination shall be effective upon delivery to Landlord of
         Tenant's written notice of termination. Tenant's failure to deliver the
         termination notice within such thirty (30) day period shall
         conclusively be deemed to be Tenant's election not to terminate this
         Lease and this Lease shall continue in full force and effect, subject
         to the additional terms of this Article 3.4. In addition, if the
         Commencement Date does not occur within twelve (12) months after the
         Date of this Lease as set forth in Article 1.1 other than as a result
         of the breach or default by Landlord, Landlord may elect, by delivering
         written notice to Tenant, to terminate this Lease, which termination
         shall be effective upon delivery of written notice of such termination
         by Landlord to Tenant. Upon a termination of this Lease pursuant to the
         provisions of this Article 3.4 the parties shall have no further
         obligations or liabilities to the other and Landlord shall promptly
         return any monies previously deposited or paid by Tenant.

4.      SECURITY DEPOSIT

         Tenant shall pay to Landlord, upon the execution of this Lease, the
         Security Deposit set forth in Article 1.13 as above as security for the
         performance by Tenant of its obligations under this Lease which amount
         shall be returned to Tenant after the expiration or earlier termination
         of this Lease provided that Tenant shall have fully performed all of
         its obligations contained in this Lease. The Security Deposit, at the
         election of Landlord, may be retained by Landlord as and for its full
         damages or may be applied in reduction of any loss and/or damage
         sustained by Landlord by reason of the occurrence of any breach,
         nonperformance or default by Tenant under this Lease without the waiver
         of any other right or remedy available to Landlord at law, in equity or
         under the terms of this Lease. If any portion of tile Security Deposit
         is so used or applied, tenant shall, within five (5) days after written
         notice from Landlord, deposit with Landlord immediately available funds
         in an amount sufficient to restore the Security Deposit to its original
         amount, and Tenant's failure to do so shall be a breach of this Lease.
         Tenant acknowledges and agrees that in the event Tenant shall file a
         voluntary petition pursuant to the Bankruptcy Code or any successor
         thereto (unless the same is dismissed within sixty (60) days
         thereafter, or if an involuntary petition is filed against Tenant
         pursuant to the Bankruptcy Code or any successor thereto, then Landlord
         may apply the Security Deposit towards those obligations of Tenant to
         Landlord which accrued prior to the filing of such petition. Tenant
         acknowledges further that the Security Deposit may be commingled with
         Landlord's other funds and that Landlord shall be entitled to retain
         any interest earnings thereon. In the event of termination of
         Landlord's interest in this Lease, Landlord shall transfer the Security
         Deposit to Landlord's successor

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         in interest, whereupon Landlord shall be released from liability by
         Tenant for the return of such deposit or the accounting therefore.

5.       RENT: RENT TAX: ADDITIONAL RENT

5.1      Payment of Rent. Tenant shall pay to Landlord the Annual Basic Rent set
         forth in Article 1.12 above, subject to adjustment as provided herein.
         The Annual Basic Rent shall be paid in equal monthly installments, on
         or before the first day of each anti every calendar month, during the
         Lease Term, in advance, without notice or demand and without abatement,
         deduction or set-off. If the Commencement Date is other than the first
         day of a calendar month, the payment for the partial month following
         the Commencement Date shall be prorated and shall be payable on the
         first day of the first full calendar month of the Lease Term. The
         Annual Basic Rent for the first full month of the Lease Term shall be
         paid upon the execution of this Lease. All payments requiring proration
         including Additional Rent (as set forth in Article 5.3) shall be
         prorated on the basis of the actual number of days in each calendar
         month. In addition, all payments to be made under this Lease shall be
         paid in lawful money of the United States of America to Landlord or its
         agent at the address set forth in Article 1.3 above, or to such other
         person or at such other place as Landlord may from time to time
         designate in writing.

5.2      Rent Tax. In addition to the Annual Basic Rent and Additional Rent,
         Tenant shall pay to Landlord, together with the monthly installments of
         Annual Basic Rent and payments of Additional Rent, an amount equal to
         any governmental taxes, including, without limitation, any sales,
         rental, occupancy, excise, use or transactional privilege taxes
         assessed or levied upon Landlord with respect to the amounts paid by
         Tenant to Landlord hereunder, as well as all taxes assessed or imposed
         upon Landlord's gross receipts or gross income from leasing the Leased
         Premises to Tenant, including, without limitation, transaction
         privilege taxes, education excise taxes, any tax now or hereafter
         imposed by the City of Scottsdale, the State of Arizona, any other
         governmental body, and any taxes assessed or imposed in lieu of or in
         substitution of any of the foregoing taxes. Such taxes shall not,
         however, include any franchise, gift, estate, inheritance, conveyance,
         transfer or net income tax assessed against Landlord.

5.3      Additional Rent. In addition to Annual Basic Rent, all other amounts to
         be paid, by Tenant to Landlord pursuant to this Lease (including
         amounts to be paid by Tenant pursuant to Article 6 below and parking
         charges to be paid by Tenant pursuant to Exhibit "E"), if any, shall be
         deemed to be Additional Rent, whether or not designated as such, and
         shall be due and payable within five (5) days after receipt by Tenant
         of Landlord's statement or together with the next succeeding
         installment of Annual Basic Rent, whichever shall first occur. Landlord
         shall have the same remedies for the failure to pay Additional Rent as
         for the nonpayment of Annual Basic Rent.

6.       OPERATING COSTS

6.1      Tenant's Obligation. The annual Basic Rent does not include amounts
         attributable to any Taxes (defined below) or amounts attributable to
         the cost of the use, management, repair service, insurance, condition,
         operation and maintenance of the Building and the Property. Therefore,
         in order that the Annual Basic Rent payable throughout the Lease Term
         shall reflect any such amounts, Tenant shall pay to Landlord, in
         accordance with the further provisions of this Article 6 an amount per
         rentable square foot of the Leased Premises equal to the Operating
         Costs (as hereinafter defined) per rentable square foot.

6.2      Landlord's Estimate. Landlord shall furnish Tenant an estimate of the
         Operating Costs per rentable square foot for each calendar year
         commencing with the Commencement Date. In addition, Landlord may, from
         time to time, but in no event more than twice in a calendar year
         furnish Tenant a revised estimate of Operating Costs should Landlord
         anticipate any increase in Operating Costs from that set forth in a
         prior estimate. Commencing with the first month to which an estimate
         applies, Tenant shall pay, in addition to the monthly installments of
         Annual Basic Rent, an amount equal to one-twelfth (1/12th) of the
         product of the rentable square footage of the Leased Premises
         multiplied by the Operating Costs per square foot, however, if less
         than ninety-five percent (95%) of the rentable area of the Building
         shall be occupied by tenants during the period covered by such
         estimate, the estimated Operating Costs for such period shall be, for
         the purposes of this Article 6 increased to an amount reasonably
         determined by Landlord to be equivalent to the Operating Costs that
         would be incurred if occupancy would be at least ninety-five percent
         (95%) during the entire period. Within one hundred twenty (120) days
         after the expiration of each calendar year or such longer period of

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         time as may be necessary to compile such statement, Landlord shall
         deliver to Tenant a statement of the actual Operating Costs for such
         calendar year showing the method of calculating Tenant's proportionate
         share. If the actual Operating Costs for such calendar year are more or
         less than the estimated Operating Costs, a proper adjustment shall be
         made; provided, however, if less than ninety-five percent (95%) of tile
         rentable area of the Building shall have been occupied by tenants at
         any time during such period, the actual Operating Costs for such period
         shall be, for the purposes of this Article 6, increased to an amount
         reasonably determined by Landlord to be equivalent to the Operating
         Costs that would have been incurred had such occupancy been at least
         ninety-five (95%) during the entire period. Any excess amounts paid by
         Tenant shall be refunded to Tenant with such statement or, at
         Landlord's option, may be applied to any amounts then payable by Tenant
         to Landlord or to the next maturing monthly installment of Annual Basic
         Rent or Additional Rent. Any deficiency between the estimated and
         actual Operating Costs shall be paid by Tenant to Landlord concurrently
         with the monthly installment of Annual Basic Rent next due. Any amount
         owing for a fractional calendar year in the first or final year of the
         Lease Term shall be prorated.

6.3      Operating Costs - Defined. For the purposes of this Lease, "Operating
         Costs" shall mean all costs and expenses accrued, paid or incurred by
         Landlord, or on Landlord's behalf, in respect of the use, management,
         repair, service, insurance, condition, operation and maintenance of the
         Building and the Property, including but not limited to the following:

         (a)      Salaries, wages and benefits of all persons who perform duties
         in connection with landscaping, parking, janitorial and general
         cleaning services, reasonable security services and any and all other
         employees engaged by or on behalf of Landlord;

         (b)      Payroll taxes, workmen's compensation, uniforms and related
         expenses for such employees;

         (c)      The cost of all charges for oil, gas, steam, electricity, any
         alternate source of energy, heat, ventilation, air-conditioning,
         refrigeration, water, sewer service, trash collection, pest control and
         all other utilities, together with any taxes on such utilities;

         (d)      The cost of painting non-tenant space, including the Building
         Common Areas and the cost for replacement of (i) exterior perimeter
         window draperies or blinds provided by Landlord, and (ii) carpeting and
         wall coverings in the Building Common Areas;

         (e)      The cost of all charges for rent, casualty, liability,
         fidelity and other insurance maintained by Landlord, including any
         deductible amounts incurred with respect to an insured loss;

         (f)      The cost of all supplies (including cleaning supplies), tools,
         materials, equipment and personal property, the rental thereof and
         sales, transaction privilege, excise and other taxes thereon;

         (g)      Depreciation of hand tools and other moveable equipment;

         (h)      The cost of all charges for window and other cleaning,
         janitorial, security, refuse, lot sweeping and pest control services;

         (i)      The cost of charges for independent contractors;

         (j)      The cost of repairs and replacements made by Landlord at its
         expense and the fees and other charges for maintenance and service
         agreements;

         (k)      The cost of exterior and interior landscaping;

         (1)      Costs relating to the operation and maintenance of all real
         property and improvements appurtenant to the Property, including,
         without limitation, all parking areas, service areas, walkways and
         landscaping;

         (m)      The cost of alterations and improvements made by reason of the
         laws and requirements of any public authorities or the requirements of
         insurance bodies;

         (n)      All management fees and other charges for management services
         and overhead costs (including travel and related expenses), whether
         provided by an independent management company,

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         Landlord or an affiliate of Landlord, not to exceed fifteen percent
         (15%) of the total scheduled Annual Basic Rent received or to be
         received from all leaseable space at the Property;

         (o)      The cost of any capital improvements or additions which
         improve the comfort or amenities available to tenants of the Building,
         provided, however, that any such costs shall be amortized with interest
         over the useful life of the improvement or addition;

         (p)      The cost of any capital improvements or additions which are
         intended to enhance the safety of the Property or reduce (or avoid
         increases in) Operating Costs, provided, however, that any such costs
         shall be amortized with interest over the useful life of the
         improvement or addition;

         (q)      The cost of licenses and permits, inspection fees necessary to
         manage and operate the Property and reasonable legal, accounting and
         other professional fees and expenses;

         (r)      Taxes (as hereinafter defined);

         (s)      Costs relating to the use, management, repair, service,
         insurance, condition, operation and maintenance of the Building Common
         Areas;

         (t)      Costs of monitoring and maintaining good internal air quality
         in the Building and regularly inspecting, monitoring, maintaining and
         repairing the Building's air quality systems, hiring outside
         consultants to investigate and identify the sources of any suspected
         internal air quality problems that may be identified, remedying any
         such problems, modifying, renovating or encapsulating any portion of
         the Building, or systems or components thereof reasonably required in
         order to continuously and efficiently maintain reasonably acceptable
         internal air quality in the Building and comply with any and all local,
         state and federal regulations, or real estate industry standards
         relating to internal air quality;

         (u)      Costs of operating and maintaining an on-site property
         management office; and

         (v)      All other charges properly allocable to the use, management,
         repair, service, insurance, condition, operation and maintenance of the
         Property in accordance with generally accepted accounting principles.

6.4      Operating Costs - Exclusions. Excluded from Operating Costs shall be
         the following: (a) depreciation, except to the extent expressly
         included pursuant to Article 6.3 above; (b) interest on and
         amortization of debts, except to the extent expressly included pursuant
         to Article 6.3 above; (c) leasehold improvements, including
         redecorating made for tenants of the Building; (d) brokerage
         commissions and advertising expenses for procuring tenants for the
         Building or the Property; (e) refinancing costs; (f) the cost of any
         repair, replacement or addition which would be required to be
         capitalized under general accepted accounting principles, except to the
         extent expressly included pursuant to Article 6.3 above; and (g) the
         cost of any item included in Operating Costs under Article 6.3 above to
         the extent that such cost is reimbursed or paid directly by an
         insurance company, condemnor, a tenant of the Building or any other
         party; (h) legal fees in connection with leasing, tenant disputes or
         enforcement of leases; (i) penalties incurred by Landlord due to
         Landlord's failure to pay taxes or any other obligation when due
         related to the Property and not resulting from a default hereunder by
         Tenant, (j) money Landlord must pay if it defaults under or Lease or
         other agreement and not result from a default hereunder by Tenant; (k)
         costs of negotiations or enforcing leases of other tenants; (l) any
         amounts reimbursed from equipment warranties, and Landlord
         subcontractor warranties.

6.5      Right of Audit. Tenant may once in any calendar year during regular
         business hours and upon two (2) business days' prior notice to
         Landlord, cause an audit to be made of Landlord's books and records
         relating to the Operating Costs for the immediately previous year only,
         such audit to be initially made by Tenant's qualified employees or
         accountants and at Tenant's expense. If such an audit suggests that the
         statement of Operating Costs previously delivered to Tenant by Landlord
         for the calendar year in question sets forth a higher amount of
         Tenant's share of Operating Costs than the amount determined through
         Tenant's audit, Tenant may notify Landlord by delivering the records
         and results of such audit to Landlord along with Tenant's written
         statement describing in detail any discrepancy Tenant believes it has
         found. Landlord shall have sixty (60) days thereafter within which to
         dispute the results of Tenant's audit. If Landlord disputes the results
         of Tenant's audit, then Landlord and Tenant shall attempt in good faith
         to resolve such dispute. If the parties are unable to resolve such
         dispute within twenty (20) days after Landlord gives notice of its
         dispute of such Tenant's audit, then

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         the parties shall select a mutually agreeable accounting firm
         consisting of one of the six largest accounting firms in Arizona (the
         "big six" accounting firms) who shall audit the same books and records
         and establish Tenant's share of Operating Costs according to the
         accounting principles and theories normally employed by Landlord in
         such calculations for the calendar year in dispute and such
         determination shall be binding upon Landlord and Tenant. If the parties
         are unable to agree upon which of the "big six" accounting firms shall
         perform such audit, then the names of all six of such firms shall be
         placed into a hat and Landlord shall draw at random from such hat the
         names of one of such "big six" accounting firms and such firm shall be
         the designated auditor. If the audit by the "big six" accounting firm
         determines that the statement of Operating Costs previously delivered
         to Tenant for the calendar year in question overstated Tenant's share
         of Operating Costs by more than six percent (6%), then Landlord shall
         pay the cost of the audit by such "big six" accounting firm. Otherwise,
         Tenant shall pay the cost of the audit by such "big six" accounting
         firm. Once the determination of the amount of Tenant's share of
         Operating Costs is made, appropriate adjustments shall be made and
         either Landlord shall give a credit or a reimbursement to Tenant for
         any overpayment, or Tenant shall promptly pay Landlord the full amount
         of any underpayment.

  6.6    Taxes - Defined. For the purposes of this Lease, "Taxes" shall mean and
         include all real property taxes and personal property taxes, general
         and special assessments, assessments under any covenants, conditions
         and restrictions encumbering the Property, foreseen as well as
         unforeseen, which are levied or assessed upon or with respect to the
         Property, any improvements, fixtures, equipment and other property of
         Landlord, real or personal, located on the Property and used in
         connection with the operation of all or any portion of the Property, as
         well as any tax, surcharge or assessment which shall be levied or
         assessed in addition to or in lieu of such real or personal property
         taxes and assessments. Taxes shall also include any expenses incurred
         by Landlord in contesting the amount or validity of any real or
         personal property taxes and assessments. Taxes shall not, however,
         include any franchise, gift, estate, inheritance, conveyance, transfer
         or income tax assessed against Landlord.

  6.7    No Waiver. The failure by Landlord to furnish Tenant with a statement
         of Operating Costs shall not constitute a waiver by Landlord of its
         right to require Tenant to pay excess Operating Costs per rentable
         square foot.

7.   CONDITION, REPAIRS AND ALTERATIONS

  7.1    Condition. The respective obligations of Landlord and Tenant with
         respect to the condition of the Leased Premises are set forth on
         Exhibit "H" to this Lease.

  7.2    Alterations and Improvements. Tenant may place partitions and fixtures
         and may make improvements and other alterations to the interior of the
         Leased Premises at Tenant's expense, provided, however, that prior to
         commencing any such work, Tenant shall first obtain the written consent
         of Landlord to the proposed work, including the plans, specifications,
         the proposed architect and/or contractor(s) for such alterations and/or
         improvements and the materials used in connection with such
         alterations, including, without limitation, paint, carpeting, wall or
         window coverings and the use of carpet glues and other chemicals for
         installation of such materials. Landlord's consent to Tenant's request
         shall not be unreasonably withheld or delayed. At least ten (10) days
         prior to the commencement of any construction in the Leased Premises,
         Tenant shall deliver to Landlord copies of the plans and specifications
         for the contemplated work and shall identify the contractor(s) selected
         by Tenant to perform such work. Landlord may require that the work be
         done by Landlord's own employees, its construction contractors, or
         under Landlord's direction, but at the expense of Tenant, and Landlord
         may, as a condition to consenting to such work, require that Tenant
         provide security adequate in Landlord's judgment so that the
         improvements or other alterations to the Leased Premises will be
         completed in a good, workmanlike and lien free manner. Landlord may
         also require that any work done to the interior of the Leased Premises
         be subject to the supervision of Landlord or its designee, and Tenant
         shall pay to Landlord, upon completion of such work, a supervision fee
         in an amount equal to ten percent (10%) of the cost of such work. All
         such improvements or alterations must conform to and be in substantial
         accordance in quality and appearance with the quality and appearance of
         improvements in a first-class, Class A, institutional grade office
         building. All such improvements shall be the property of Landlord. In
         the event Landlord consents to the use by Tenant of its own architect
         and/or contractor for the installation of any such alterations or
         improvements, prior to the commencement of such work, Tenant shall
         provide Landlord with evidence that Tenant's contractor has procured
         worker's compensation, liability and property damage insurance (naming
         Landlord as an additional insured) in a form and in an amount approved
         by Landlord, and evidence

                                       7-
<PAGE>   9
         that Tenant's architect and/or contractor has procured the necessary
         permits, certificates and approvals from the appropriate governmental
         authorities. Tenant acknowledges and agrees that any review by Landlord
         of Tenant's plans and specifications and/or right of approval exercised
         by Landlord with respect to Tenant's architect and/or contractor is for
         Landlord's benefit only and Landlord shall not, by virtue of such
         review or right of approval, be deemed to make any representation,
         warranty or acknowledgment to Tenant or to any other person or entity
         as to the adequacy of Tenant's plans and specifications or as to the
         ability, capability or reputation of Tenant's architect and/or
         contractor.

7.3      Tenant's Obligations. Tenant shall, at Tenant's sole cost and expense,
         maintain the Leased Premises in a clean, neat and sanitary condition
         and shall keep the Leased Premises and every part thereof in good
         condition and repair except where the same is required to be done by
         Landlord. Tenant hereby waives all rights to make repairs at the
         expense of Landlord as provided by any law, statute or ordinance now or
         hereafter in effect. All of Tenant's alterations and/or improvements
         are the property of the Landlord, and Tenant shall, upon the expiration
         or earlier termination of the Lease Term, surrender the Leased
         Premises, including Tenant's alterations and/or improvements, to
         Landlord, janitorial clean and in the same condition as when received,
         ordinary wear and tear excepted. Except as set forth in Article 7.4
         below, Landlord has no obligation to construct, remodel, improve,
         repair, decorate or paint the Leased Premises or any improvement
         thereon or part thereof. Tenant shall pay for the cost of all repairs
         to the Leased Premises not required to be made by Landlord and shall be
         responsible for any redecorating, remodeling, alteration and painting
         during the Lease Term as Tenant deems necessary. Tenant shall pay for
         any repairs to the Leased Premises, the Building and the Property made
         necessary by any negligence or carelessness of Tenant, its employees or
         invitees.

7.4      Landlord's Obligations. Landlord shall (a) make all necessary repairs
         to the exterior walls, exterior doors, windows and corridors of the
         Building, (b) keep the Building and the Building Common Areas in a
         clean, neat and attractive condition, and (c) keep the Building
         equipment such as elevators, plumbing, heating, air conditioning and
         similar Building equipment in good repair, but Landlord shall not be
         liable or responsible for breakdowns or interruptions in service when
         reasonable efforts are made to restore such service.

7.5      Removal of Alterations. Upon the expiration or earlier termination of
         this Lease, Tenant shall remove from the Leased Premises all movable
         trade fixtures and other movable personal property, and shall promptly
         repair any damage to the Leased Premises, the Building and/or the
         Property caused by such removal. All such removal and repair shall be
         entirely at Tenant's sole cost and expense. At any time within fifteen
         (15) days prior to the scheduled expiration of the Lease Term or
         immediately upon any termination of this Lease, Landlord may require
         that Tenant remove from the Leased Premises any alterations, additions,
         improvements, trade fixtures, equipment, shelving, cabinet units or
         movable furniture (and other personal property) designated by Landlord
         to be removed. In such event, Tenant shall, in accordance with the
         provisions of Article 7.2 above, complete such removal (including the
         repair of any damage caused thereby) entirely at its own expense and
         within fifteen (15) days after notice from Landlord. All repairs
         required of Tenant pursuant to the provisions of this Article 7.5 shall
         be performed in a manner satisfactory to Landlord, and shall include,
         but not be limited to, repairing plumbing, electrical wiring and holes
         in walls, restoring damaged floor and/or ceiling tiles, repairing any
         other cosmetic damage, and cleaning the Leased Premises.

7.6      No Abatement. Except as provided herein, Landlord shall have no
         liability to Tenant, nor shall Tenant's covenants and obligations under
         this Lease, including without limitation, Tenant's obligation to pay
         Annual Basic Rent and Additional Rent, be reduced or abated in any
         manner whatsoever by reason of any inconvenience, annoyance,
         interruption or injury to business arising from Landlord's making any
         repairs or changes which Landlord is required by law to be made in and
         to any portion of the Leased Premises, the Building or the Property.
         Landlord shall, nevertheless, use reasonable efforts to minimize any
         interference with Tenant's business in the Leased Premises.

8. SERVICES

8.1      Climate Control. Landlord shall provide reasonable climate control to
         the Building Common Areas during the Building Hours as is suitable, in
         Landlord's judgment, for the comfortable use and occupation of the
         Building Common Areas.

                                       8-
<PAGE>   10
8.2      Janitorial Services. Landlord shall make janitorial and cleaning
         services available to the Building Common Areas and the Project Common
         Areas. Tenant shall be responsible and shall procure janitorial and
         cleaning services for the Leased Promises.

8.3      Electricity. Electricity shall be separately metered and Tenant shall
         be solely responsible for the cost of all electric current furnished to
         the Leased Premises. Tenant's use of electric energy in the Leased
         Premises shall not at any time exceed the capacity of any of the
         risers, piping, electrical conductors and other equipment in or serving
         the Leased Premises. In order to insure that such capacity is not
         exceeded and to avert any possible adverse effect on the Building's
         electric system, Tenant shall not, without Landlord's prior written
         consent in each instance, connect appliances, machines using current in
         excess of 120 volts or heavy-duty equipment other than ordinary office
         equipment to the Building's electric system or make any alterations or
         additions to the Building's electric system. Should Landlord grant such
         consent, all additional risers, piping and electrical conductors and
         other equipment therefor shall be provided by Landlord and the cost
         thereof shall be paid by Tenant within ten (10) days after receipt of
         Landlord's bill.

8.4      Water., Landlord shall furnish cold and heated water for drinking and
         lavatory purposes to the Building Common Areas.

8.5      Heat Generating Equipment. Whenever heat generating machines or
         equipment used in the Leased Premises affect the temperature otherwise
         maintained by the climate control system, Landlord shall have the right
         to install supplementary air-conditioning units in the Leased Premises
         and the cost thereof, including the cost of installation, operation and
         maintenance shall be paid by Tenant to Landlord within five (5) days
         after receipt by Tenant of Landlord's statement.

8.6      Separate Meters. Landlord has installed separate meters for the Leased
         Premises to register the usage of the utilities serving the Leased
         Premises. Tenant shall be solely responsible for arranging for and
         timely paying to the appropriate service provider, before delinquent,
         all charges (including deposits and set-up charges) associated with
         such metered services.

8.7      Intentionally Omitted.

8.8      Interruptions in Service. Landlord does not warrant that nay of the
         foregoing services or any other services which Landlord may supply will
         be free from interruption. Tenant acknowledges that any one or more of
         such services may be suspended by reason of accident, repairs,
         inspections, alterations or improvements necessary to be made, or by
         strikes or lockouts, or by reason of operation of law, or by causes
         beyond the reasonable control of Landlord. Landlord shall not be liable
         for and Tenant shall not be entitled to any abatement or reduction of
         Annual Basic Rent or Additional Rent by reason of any disruption of the
         services to be provided by Landlord pursuant to this Lease.

9.       LIABILITY AND PROPERTY INSURANCE

9.1      Liability Insurance. Tenant shall, during the Lease Term, keep in full
         force and effect, a policy or policies of commercial general liability
         insurance for personal injury (including wrongful death) and damage to
         property covering (a) any occurrence in the Leased Premises, (b) any
         act or omission by Tenant, by any subtenant of tenant, or by any of
         their respective invitees, agents, servants or employees anywhere in
         the Leased Premises and the Property, (c) the business operated by
         Tenant and by any subtenant of Tenant in the Leased Premises, and (d)
         the contractual liability of Tenant to Landlord pursuant to the
         indemnification provisions of Article 16.1 below, which coverage shall
         not be less than Three Million and No/100 Dollars ($3,000,000.00) per
         occurrence and Three Million and No/100 Dollars ($3,000,000.00)
         combined single limit. If Landlord shall so request, Tenant shall
         increase the amount of such liability insurance to the amount then
         customary for premises and uses similar to the Leased Premises and
         Tenant's use thereof. The liability policy or policies shall contain an
         endorsement naming Landlord, its partners, members or shareholders (as
         applicable), Landlord's lender and management agent and any persons,
         firms or corporations designated by Landlord as additional insureds,
         and shall provide that the insurance carrier shall have the duty to
         defend and/or settle any legal proceeding filed against Landlord
         seeking damages based upon bodily injury or property damage liability
         even if any of the allegations of such legal proceedings are
         groundless, false or fraudulent.

9.2      Property Insurance. Tenant shall, during the Lease Term, keep in full
         force and effect, a policy or policies of insurance with "Special Form
         Coverage," including coverage for vandalism or malicious mischief,
         insuring Tenant's alterations and/or improvements made pursuant to
         Article 7.2 above and

                                       9-
<PAGE>   11
         Tenant's stock in trade, furniture, personal property, fixtures,
         equipment and other items in the Leased Premises, with coverage in an
         amount equal to the full replacement cost thereof.

9.3      Worker's Compensation Insurance. Tenant shall, during the Lease Term,
         keep in full force and effect, a policy or policies of worker's
         compensation insurance with an insurance carrier and in amounts
         approved by the Industrial Commission of the State of Arizona.

9.4      Business Interruption Insurance. Tenant shall, during the Lease Term,
         keep in full force and effect, a policy or policies of business
         interruption insurance in an amount equal to twelve (12) monthly
         installments of Annual Basic Rent and Additional Rent payable to
         Landlord, together with the taxes thereon, insuring Tenant against
         losses sustained by Tenant as a result of any cessation or interruption
         of Tenant's business in the Leased Premises for any reason.

9.5      Insurance Requirements. Each insurance policy and certificate thereof
         obtained by Tenant pursuant to this Lease shall contain a clause that
         the insurer will provide Landlord, its members, partners and any
         persons, firms or corporations designated by Landlord with at least
         thirty (30) days prior written notice of any material change,
         non-renewal or cancellation of the policy. Each such insurance policy
         shall be with an insurance company authorized to do business in the
         State of Arizona and rated not less than A VIII in the then most
         current edition of "Best's Key Rating Guide". Certified copies of all
         insurance policies evidencing the coverage under each such policy, as
         well as a certified copy of the required additional insured
         endorsement(s) shall be delivered to Landlord prior to commencement of
         the Lease Term. Each such policy shall provide that any loss payable
         thereunder shall be payable notwithstanding (a) any act, omission or
         neglect by Tenant or by any subtenant of Tenant, or (b) any occupation
         or use of the Leased Premises or any portion thereof by Tenant or by
         any subtenant of Tenant for purposes more hazardous than permitted by
         the terms of such policy or policies, or (c) any foreclosure or other
         action or proceeding taken by any mortgagee or trustee pursuant to any
         provision of any mortgage deed of trust covering the Leased Premises,
         the Building or the Property, or (d) any change in title or ownership
         of the Property. All insurance policies required pursuant to this
         Article 9 shall be written as primary policies, not contributing with
         or in excess of any coverage which Landlord may carry. Tenant shall
         procure and maintain all policies entirely at its own expense and
         shall, at least twenty (20) days prior to the expiration of such
         policies, furnish Landlord with certified copies of replacement
         policies or renewal certificates for existing policies in conformance
         with Accord Form No. 27 (March 1993). Tenant shall not do or permit to
         be done anything inconsistent with its permitted use or the terms of
         this Lease which shall invalidate the insurance policies maintained by
         Landlord or the insurance policies required pursuant to this Article 9
         or the coverage thereunder. If Tenant or any subtenant of Tenant does
         or permits to be done anything which shall increase the cost of any
         insurance policies maintained by Landlord, then Tenant shall reimburse
         Landlord for any additional premiums attributable to any act or
         omission or operation of Tenant or any subtenant of Tenant causing such
         increase in the cost of insurance. Any such amount shall be payable as
         Additional Rent within five (5) days after receipt by Tenant of a bill
         from Landlord. All policies of insurance (other than the policy of
         property insurance described in Article 9.2 shall name both Landlord
         and Tenant (and/or such other party or parties as Landlord may require)
         as insureds and shall be endorsed to indicate that the coverage
         provided shall not be invalid due to any act or omission on the part of
         Landlord. In addition, the policy of property insurance described in
         Article 12 shall name Landlord (and Landlord's Lender, if Landlord
         shall so require) as a co-loss payee.

9.6      Co-Insurance. If on account of the failure of Tenant to comply with the
         provisions of this Article 9 Landlord is deemed a co-insurer by its
         insurance carrier, then any loss or damage which Landlord shall sustain
         by reason thereof shall be borne by Tenant, and shall be paid by Tenant
         within five (5) days after receipt of a bill therefor.

9.7      Adequacy of Insurance. Landlord makes no representation or warranty to
         Tenant that the amount of insurance to be carried by Tenant under the
         terms of this Lease is adequate to fully protect Tenant's interests. If
         Tenant believes that the amount of any such insurance is insufficient,
         Tenant is encouraged to obtain, at its sole cost and expense, such
         additional insurance as Tenant may deem desirable or adequate. Tenant
         acknowledges that Landlord shall not, by the fact of approving,
         disapproving, waiving, accepting, or obtaining any insurance, incur any
         liability for or with respect to the amount of insurance carried, the
         form or legal sufficiency of such insurance, the solvency of any
         insurance companies or the payment or defense of any lawsuit in
         connection with such insurance coverage, and Tenant hereby expressly
         assumes full responsibility therefor and all liability, if any, with
         respect thereto.

                                      10-
<PAGE>   12
10.      RECONSTRUCTION

10.1     Insured Damage. In the event the Leased Promises are damaged during the
         Lease Term by fire or other perils covered by Landlord's insurance,
         Landlord shall:

         (a)      Subject to Force Majeure, within a period of ninety (90) days
         after receipt by Landlord of insurance proceeds and the adjustment of
         the loss with the Superior Mortgagee and/or the Superior Lessor, as the
         case may be, and its insurer, and provided there is not then in
         existence of an Event of Default, commence repair, reconstruction and
         restoration of the Leased Premises and prosecute the same diligently to
         completion, in which event this Lease shall continue in full force and
         effect.

         (b)      In the event of a partial or total destruction of either the
         Leased Premises, the Building, or the Property during the last two (2)
         years of the Lease Term, Landlord shall have the option to terminate
         this Lease upon giving written notice to Tenant within sixty (60) days
         after such destruction. For purposes of this Article 10, "partial
         destruction" shall be deemed destruction to an extent of at least
         thirty-three and one-third percent (33.33%) of the then full
         replacement cost of the Leased Premises, the Building, or the Property
         as of the date of destruction.

         (c)      In the event that Superior Mortgagee shall require that
         insurance proceeds be applied against the principal balance due on the
         Superior Mortgage (defined below), then Landlord may, at Landlord's
         option and upon sixty (60) days written notice to Tenant, elect to
         terminate this Lease.

10.2     Uninsured Damage In the event and upon Landlord's determination that
         the Leased Premises, the Building or the Property shall have been
         damaged as a result of any casualty not covered by Landlord's
         insurance, to any extent whatsoever, Landlord shall within sixty (60)
         days after such determination notify Tenant that Landlord is unwilling
         or unable to repair, reconstruct and restore the Leased Premises,
         Building or Property within one hundred eighty (180) days following the
         date of the casualty, in which event Landlord or Tenant may terminate
         this Lease by giving written notice to the other party within ten (10)
         days after receipt of such notice which shall be effective upon the
         date of receipt of such notice, and neither Landlord nor Tenant shall
         have any other or further liability hereunder except for any liability
         or obligation which expressly survives the termination of this Lease as
         set forth herein. The failure to give such notice within the ten (10)
         day period shall be deemed to be the agreement of the parties to have
         this Lease continue in full force and effect, subject to Landlord's
         completion of the repairs, reconstruction and restoration within the
         one hundred eighty (180) day period after the casualty, subject to
         Force Majeure.

10.3     Reconstruction. In the event of any reconstruction of the Leased
         Premises, the Building; or the Property pursuant to this Article 10,
         such reconstruction shall be in conformity with all city, county,
         state and federal ordinances, rules and regulations then in existence,
         as the same may be interpreted and enforced. Notwithstanding that all
         reconstruction work shall be performed by Landlord's contractor unless
         Landlord shall otherwise agree in writing, Landlord's obligation to
         reconstruct the Leased Premises shall be only to the comparable
         condition of the Leased Premises immediately prior to the Commencement
         Date. Landlord's obligation to repair and reconstruct the Leased
         Premises shall be limited to the amount of net proceeds of insurance
         received by Landlord, subject to reduction pursuant to Article 10.1
         (c) above. Any extra expenses incurred by Landlord in the
         reconstruction of the Leased Premises, the Building or any other
         portion of the Property as a result of the violation by Tenant of the
         terms and conditions set forth in Article 34 below shall be borne by
         Tenant. Tenant, at Tenant's sole cost and expense, shall be responsible
         for the repair and restoration of all items of the Tenant Improvements
         or Tenant's improvements and/or alterations installed pursuant to
         Article 7.2 and the replacement of Tenant's stock in trade, trade
         fixtures, furniture, furnishings and equipment. Tenant shall commence
         the installation of fixtures, equipment and merchandise promptly upon
         delivery to Tenant of possession of the Leased Premises and shall
         diligently prosecute such installation to completion.

10.4     Termination. Upon any termination of this Lease under any of the
         provisions of this Article 10, Landlord and Tenant each shall be
         released without further obligations to the other coincident with the
         surrender of possession of the Leased Premises to Landlord, except for
         items which have previously accrued and remain unpaid. In the event of
         termination, all proceeds from Tenant's property insurance coverage and
         covering the Tenant Improvements or Tenant's improvements and/or
         alterations installed pursuant to Article 7.2, but excluding proceeds
         for trade fixtures, merchandise, signs and other removable personal
         property, shall be disbursed and paid to Landlord.

                                      11-

<PAGE>   13
   10.5  Abatement. In the event of repair, reconstruction and restoration of
         the Leased Premises, the Minimum Annual Rental and Additional Rent
         shall be abated proportionately with the degree to which Tenant's use
         of the Leased Premises is impaired commencing from the date of
         destruction and continuing during the period of such repair,
         reconstruction or restoration. Tenant shall continue the operation of
         Tenant's business at the Leased Premises during any such period to the
         extent reasonably practicable from the standpoint of prudent business
         management. Tenant shall not be entitled to any compensation or damages
         from Landlord for loss of the use of the whole or any part of the
         Leased Premises, or the building of which the Leased Premises are a
         part, Tenant's personal property or for any inconvenience or annoyance
         occasioned by such damage, repair, reconstruction or restoration.

   10.6  Waiver. Tenant hereby waives any statutory and common law rights of
         termination which may arise by reason of any partial or total
         destruction of the Leased Premises which Landlord is obligated to
         restore or may restore under any of the provisions of this Lease,
         including the provisions of A.R.S. Section 33-343.

11.   WAIVER OF SUBROGATION

            Tenant hereby waives its rights and the subrogation rights of its
insurer against Landlord and any other tenants of space in the Building or the
Property, as well as their respective members, officers, employees, agents,
authorized representatives and invitees, with respect to any claims including,
but not limited to, claims for injury to any persons, and/or damage to the
Leased Premises and/or any fixtures, equipment, personal property, furniture,
improvements and/or alterations in or to the Leased Premises, which are caused
by or result from (a) risks or damages required to be insured against under this
Lease, or (b) risks and damages which are insured against by insurance policies
maintained by Tenant from time to time. Tenant shall obtain for Landlord from
its insurers under each policy required by this Lease a waiver of all rights of
subrogation which such insurers of Tenant might otherwise have against Landlord.

12.    LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS

         All covenants and agreements to be performed by Tenant under any of the
         terms of this Lease shall be performed by Tenant at Tenant's sole cost
         and expense and without any abatement of Annual Basic Rent or
         Additional Rent. If Tenant shall fail to pay any sum of money, other
         than Annual Basic Rent, required to be paid by it hereunder, or shall
         fail to perform any other act on its part to be performed hereunder,
         and such failure shall continue for five (5) days after notice thereof
         by Landlord (or such shorter period of time as may be reasonable
         following oral notice to Tenant's personnel in the Leased Premises),
         Landlord may (but shall not be obligated to do so) without waiving or
         releasing Tenant from any of Tenant's obligations, make any such
         payment or perform any such other act on behalf of Tenant. All sums so
         paid by Landlord and all necessary incidental costs, together with
         interest thereon at the greater of (a) eighteen percent (18%) per annum
         or (b) the rate of interest per annum publicly announced, quoted or
         published, from time to time, by Bank of America, at its Phoenix,
         Arizona office as its "reference rate" plus four (4) percentage points,
         from the date of such payment by Landlord until reimbursement in full
         by Tenant (the "Default Rate"), shall be payable to Landlord as
         Additional Rent with the next monthly installment of Annual Basic Rent;
         provided, however, in no event shall the Default Rate exceed the
         maximum rate (if any) permitted by applicable law.

13.    DEFAULT AND REMEDIES

   13.1  Event of Default. The occurrence of any one or more of the following
         events will constitute an "Event of Default" on the part of Tenant:

         (a) Failure to pay any installment of Annual Basic Rent, any Additional
         Rent or any other sum required to be paid by Tenant under this Lease,
         and such failure shall continue for five (5) days after written notice
         to Tenant;

         (b) Failure to perform any of the other covenants or conditions which
         Tenant is required to observe and perform (except failure in the
         payment of Annual Basic Rent, Additional Rent or any other monetary
         obligation contained in this Lease) and such failure shall continue for
         thirty (30) days (or such shorter period of time as may be specified by
         Landlord in the event of an emergency) after written notice thereof by
         Landlord to Tenant, provided that if such default is other than the
         payment of money and cannot be cured within such thirty (30) day
         period, then an Event of Default shall not have occurred if Tenant,
         within such thirty (30) day period, commences curing of such failure
         and


                                       12-
<PAGE>   14
         diligently in good faith prosecutes the same to completion and
         furnishes evidence thereof to Landlord within thirty (30) days
         thereafter,

         (c) If any warranty, representation or statement made by Tenant to
         Landlord in connection with this Lease is or was materially false or
         misleading when made or furnished;

         (d) The occurrence of an Event of Default under any other agreement
         between Landlord and Tenant;

         (e) Failure to conduct business operations within the Leased Premises
         for five (5) consecutive days;

         (f) If Tenant makes a bulk sale of its goods or moves or commences,
         attempts or threatens to move its goods, equipment and personal
         property out of the Leased Premises;

         (g) The levy of a writ of attachment or execution or other judicial
         seizure of substantially all of Tenant's assets or its interest in this
         Lease, such attachment, execution or other seizure remaining
         undismissed or discharged for a period of thirty (30) days after the
         levy thereof;

         (h) The filing of any petition by or against Tenant or any Guarantor to
         declare Tenant or any Guarantor a bankrupt or to delay, reduce or
         modify Tenant's or any Guarantor's debts or obligations, which petition
         is not discharged within forty five (45) days after the date of filing;

         (i) The filing of any petition or other action taken to reorganize or
         modify Tenant's or any Guarantor's capital structure, which petition is
         not discharged within forty five (45) days after the date of filing;

         (j) If Tenant or any Guarantor shall be declared insolvent according to
         law;

         (k) A general assignment by Tenant or any Guarantor for the benefit of
         creditors;

         (1) The appointment of a receiver or trustee for Tenant or any
         Guarantor or all or any of their respective property, which appointment
         is not discharged within forty five (45) days after the date of filing;

         (m) The filing by Tenant or any Guarantor of a voluntary petition
         pursuant to the Bankruptcy Code or any successor thereto or the filing
         of an involuntary petition against Tenant or any Guarantor pursuant to
         the Bankruptcy Code or any successor legislation, which petition is not
         discharged within forty five (45) days after the date of filing; or

         (n) The occurrence of an Event of Default under the other provisions of
         this Lease.

   13.2  Remedies. Upon the occurrence of an Event of Default under this Lease
         by Tenant, Landlord may, without prejudice to any other rights and
         remedies available to a landlord at law, in equity or by statute, but
         subject to the requirements at law to reasonably mitigate a landlord's
         damages, Landlord may exercise one or more of the following remedies,
         all of which shall be construed and held to be cumulative and
         non-exclusive: (a) Terminate this Lease and re-enter and take
         possession of the Leased Premises, in which event, Landlord is
         authorized to make such repairs, redecorating, refurbishments or
         improvements to the Leased Premises as may be necessary in the
         reasonable opinion of Landlord acting in good faith for the purposes of
         reletting the Leased Premises and the costs and expenses incurred in
         respect of such repairs, redecorating and refurbishments and the
         expenses of such reletting (including brokerage commissions) shall be
         paid by Tenant to Landlord within five (5) days after receipt of
         Landlord's statement; or (b) Without terminating this Lease, re-enter
         and take possession of the Leased Premises; or (c) Without such
         re-entry, recover possession of the Leased Premises in the manner
         prescribed by any statute relating to summary process, and any demand
         for Annual Basic Rent, re-entry for condition broken, and any and all
         notices to quit, or other formalities of any nature to which Tenant may
         be entitled, are hereby specifically waived to the extent permitted by
         law; or (d) Without terminating this Lease, Landlord may relet the
         Leased Premises as Landlord may see fit without thereby avoiding or
         terminating this Lease, and for the purposes of such reletting,
         Landlord is authorized to make such repairs, redecorating,
         refurbishments or improvements to the Leased Premises as may be
         necessary in the reasonable opinion of Landlord acting in good faith
         for the purpose of such reletting, and if a sufficient sum is not
         realized from such


                                       13-
<PAGE>   15
         reletting (after payment of all costs and expenses of such repairs,
         redecorating and refurbishments and expenses of such reletting
         (including brokerage commissions) and the collection of rent accruing
         therefrom) each month to equal the Annual Basic Rent and Additional
         Rent payable hereunder, then Tenant shall pay such deficiency each
         month within five (5) days after receipt of Landlord's statement; or
         (e) Landlord may declare immediately due and payable all the remaining
         installments of Annual Basic Rent and Additional Rent, and such amount,
         less the fair rental value of the Leased Premises for the remainder of
         the Lease Term shall be paid by Tenant within five (5) days after
         receipt of Landlord's statement. Landlord shall not by re-entry or any
         other act, be deemed to have terminated this Lease, or the liability of
         Tenant for the total Annual Basic Rent and Additional Rent reserved
         hereunder or for any installment thereof then due or thereafter
         accruing, or for damages, unless Landlord notifies Tenant in writing
         that Landlord has so elected to terminate this Lease. After the
         occurrence of an Event of Default, the acceptance of Annual Basic Rent
         or Additional Rent, or the failure to re-enter by Landlord shall not
         be deemed to be a waiver of Landlord's right to thereafter terminate
         this Lease and exercise any other rights and remedies available to it,
         and Landlord may re-enter and take possession of the Leased Premises as
         if no Annual Basic Rent or Additional Rent had been accepted after the
         occurrence of an Event of Default. Upon an Event of Default, Tenant
         shall also pay to Landlord all costs and expenses incurred by Landlord,
         including court costs and attorneys' fees, in retaking or otherwise
         obtaining possession of the Leased Premises, removing and storing all
         equipment, fixtures and personal property on the Leased Premises and
         otherwise enforcing any of Landlord's rights, remedies or recourses
         arising as a result of an Event of Default.

   13.3  Additional Remedies. All of the remedies given to Landlord in this
         Lease in the event Tenant commits an Event of Default are in addition
         to all other rights or remedies available to a landlord at law, in
         equity or by statute, including, without limitation, the right to seize
         and sell all goods, equipment and personal property of Tenant located
         in the Leased Premises and apply the proceeds thereof to all due and
         unpaid Annual Basic Rent, Additional Rent and other amounts owing under
         the Lease. All rights, options and remedies available to Landlord shall
         be construed and held to be cumulative, and no one of them shall be
         exclusive of the other. Upon the occurrence of an Event of Default, all
         rights, privileges and contingencies which may be exercised by Tenant
         under the Lease, including, without limitation, options to renew,
         extend and expand, as well as relocation rights, contraction rights and
         any other rights which may be exercised by Tenant during the Lease
         Term, shall be void and of no further force and effect.

   13.4  Interest on Past Due Amounts. In addition to the late charge described
         in Article 14 below, if any installment of Annual Basic Rent or
         Additional Rent is not paid promptly when due, it shall bear interest
         at the Default Rate; provided, however, this provision shall not
         relieve Tenant from any default in the making of any payment at the
         time and in the manner required by this Lease; and provided, further,
         in no event shall the Default Rate exceed the maximum rate (if any)
         permitted by applicable law.

   13.5  Landlord Default. In the event Landlord should neglect or fail to
         perform or observe any of the covenants, provisions or conditions
         contained in this Lease on its part to be performed or observed, and
         such failure continues for thirty (30) days after written notice of
         default (or if more than thirty (30) days shall be required because of
         the nature of the default, if Landlord shall fail to commence the
         curing of such default within such thirty (30) day period and proceed
         diligently thereafter), then Landlord shall be responsible to Tenant
         for any actual damages sustained by Tenant as a result of Landlord's
         breach, but not special or consequential damages. Should Tenant give
         written notice to Landlord to correct any default, Tenant shall give
         similar notice to the holder of any mortgages or deeds of trust against
         the Building or the lessor of any ground lease, and prior to any
         cancellation of this Lease, the holder of such mortgage or deed of
         trust and/or the lessor under such ground lease shall be given a
         reasonable period of time to correct or remedy such default. If and
         when such holder of such mortgage or deed of trust and/or the lessor
         under any such ground lease has made performance on behalf of Landlord,
         the default of Landlord shall be deemed cured.

14.    LATE PAYMENTS

            Tenant hereby acknowledges that the late payment by Tenant to
Landlord of any monthly installment of Annual Basic Rent, any Additional Rent or
any other sums due hereunder will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult and
impracticable to ascertain. Such costs include but are not limited to
processing, administrative and accounting costs. Accordingly, if any monthly
installment of Annual Basic Rent, any Additional Rent or any other sum due from
Tenant shall not be received by Landlord within five (5) business days after the
date when due, Tenant


                                       14-
<PAGE>   16
shall pay to Landlord a late charge equal to five percent (5%) of such overdue
amount or Two Hundred and No/100 Dollars ($200.00), whichever is greater.
Tenant acknowledges that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payments by Tenant.
Neither assessment nor acceptance of a late charge by Landlord shall constitute
a waiver of Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies available to
Landlord. Nothing contained in this Article 14 shall be deemed to condone,
authorize, sanction or grant to Tenant an option for the late payment of Annual
Basic Rent, Additional Rent or any other sum due hereunder.

15.    ABANDONMENT AND SURRENDER

   15.1  Abandonment. Tenant shall not vacate or abandon the Leased Premises at
         any time during the Lease Term. No act or thing done by Landlord or by
         any agent or employee of Landlord during the Lease Term shall be deemed
         an acceptance of a surrender of the Leased Premises unless such
         acceptance is expressed in writing and duly executed by Landlord.
         Unless Landlord so agrees in writing, the delivery of the key to the
         Leased Premises to any employee or agent of Landlord shall not operate
         as a termination of this Lease or as a surrender of the Leased
         Premises.

   15.2  Surrender. Tenant shall, upon the expiration or earlier termination of
         this Lease, peaceably surrender the Leased Premises, including any
         Tenant Improvements and Tenant's improvements and/or alterations
         installed pursuant to Article 7.2, in a janitorial clean condition and
         otherwise in as good condition as when Tenant took possession, except
         for (i) reasonable wear and tear subsequent to the last repair,
         replacement, restoration, alteration or renewal; (ii) loss by fire or
         other casualty, and (iii) loss by condemnation. If Tenant shall
         abandon, vacate or surrender the Leased Premises, or be dispossessed by
         process of law or otherwise, any personal property and fixtures
         belonging to Tenant and left in the Leased Premises shall be deemed
         abandoned and, at Landlord's option, title shall pass to Landlord under
         this Lease as by a bill of sale. Landlord may, however, if it so
         elects, remove all or any part of such personal property from the
         Leased Premises and the costs incurred by Landlord in connection with
         such removal, including storage costs and the cost of repairing any
         damage to the Leased Premises, the Building and/or the Property caused
         by such removal shall be paid by Tenant within five (5) days after
         receipt of Landlord's statement. Upon the expiration or earlier
         termination of this Lease, Tenant shall surrender to Landlord all keys
         to the Leased Premises and shall inform Landlord of the combination of
         any vaults, locks and safes left on the Leased Premises. The
         obligations of Tenant under this Article 15.2 shall survive the
         expiration or earlier termination of this Lease. Tenant shall indemnify
         Landlord against any loss or liability resulting from delay by Tenant
         in so surrendering the Premises, including, without limitation, any
         claims made by any succeeding Tenant founded on such delay. Tenant
         shall give written notice to Landlord at least thirty (30) days prior
         to vacating the Leased Premises for the express purpose of arranging a
         meeting with Landlord for a joint inspection of the Leased Premises. In
         the event of Tenant's failure to give such notice or to participate in
         such joint inspection, Landlord's inspection at or after Tenant's
         vacation of the Leased Premises shall be conclusively deemed correct
         for purposes of determining Tenant's liability for repairs and
         restoration hereunder.

16.    INDEMNIFICATION AND EXCULPATION

   16.1  Indemnification. Tenant shall indemnify, protect, defend and hold
         Landlord harmless from and against, and shall be responsible for, all
         claims, damages, losses, costs, liens, encumbrances, liabilities and
         expenses, including reasonable attorneys', accountants' and
         investigators' fees and court costs (collectively, the "Claims"),
         however caused, arising in whole or in part from Tenant's use of all or
         any part of the Leased Premises, the Building and/or the Property or
         the conduct of Tenant's business or from any activity, work or thing
         done, permitted or suffered by Tenant or by any invitee, servant,
         agent, employee or subtenant of Tenant in the Leased Premises, the
         Building and/or the Property, and shall further indemnify, protect,
         defend and hold Landlord harmless from and against, and shall be
         responsible for, all Claims arising in whole or in part from any breach
         or default in the performance of any obligation on Tenant's part to be
         performed under the terms of this Lease or arising in whole or in part
         from any act, neglect, fault or omission by Tenant or by any invitee,
         servant, agent, employee or subtenant of Tenant anywhere in the Leased
         Premises, the Building and/or the Property. In case any action or
         proceeding is brought against Landlord to which this indemnification
         shall be applicable, Tenant shall pay all Claims resulting therefrom
         and shall defend such action or proceeding, if Landlord shall so
         request, at Tenant's sole cost and expense, by counsel reasonably
         satisfactory to Landlord. The obligations of Tenant under this Article
         16.1 shall survive the expiration or earlier termination of this Lease.


                                       15-
<PAGE>   17
   16.2  Exculpation. Tenant, as a material part of the consideration to
         Landlord, hereby assumes all risk of damage to property, injury and
         death to persons and all claims of any other nature resulting from
         Tenant's use of all or any part of the Leased Premises, the Building
         and/or the Property, and Tenant hereby waives all claims in respect
         thereof against Landlord. Neither Landlord nor its agents or employees
         shall be liable for any damaged property of Tenant entrusted to any
         employee or agent of Landlord or for loss of or damage to any property
         of Tenant by theft or otherwise. Landlord shall not be liable for any
         injury or damage to persons or property resulting from any cause,
         including, but not limited to, fire, explosion, falling plaster, steam,
         gas, electricity, sewage, odor, noise, water or rain which may leak
         from any part of the Building or from the pipes, appliances or plumbing
         works therein, or from the roof of any structure on the Property, or
         from any streets or subsurfaces on or adjacent to the Building or the
         Property, or from any other place or resulting from dampness or any
         other causes whatsoever, unless caused solely by the gross negligence
         or willful misconduct of Landlord. Neither Landlord nor its employees
         or agents shall be liable for any defects in the Leased Premises, the
         Building and/or the Property, nor shall Landlord be liable for the
         negligence or misconduct, including, but not limited to, criminal acts,
         by maintenance or other personnel or contractors serving the Leased
         Premises, the Building and/or the Property, other tenants or third
         parties, unless Landlord is grossly negligent or guilty of willful
         misconduct. All property of Tenant kept or stored on the Property shall
         be so kept or stored at the risk of Tenant only, and Tenant shall
         indemnify, defend and hold Landlord harmless from and against, and
         shall be responsible for, any Claims arising out of damage to the same,
         including subrogation claims by Tenant's insurance carriers, unless
         such damage shall be caused by the willful act or gross neglect of
         Landlord and through no fault of Tenant. None of the events or
         conditions set forth in this Article 16 shall be deemed a constructive
         or actual eviction or result in a termination of this Lease, nor shall
         Tenant be entitled to any abatement or reduction of Annual Basic Rent
         or Additional Rent by reason thereof. Tenant shall give prompt notice
         to Landlord with respect to any defects, fires or accidents which
         Tenant observes in the Leased Premises, the Building and/or the
         Property.

17.    ENTRY BY LANDLORD

         Landlord reserves and shall have the right at any and all times during
         Tenant's usual business hours or at any other times upon twenty-four
         (24) hours' notice (except in case of emergency for which Landlord may
         enter at any time without notice) to enter the Leased Premises, to
         inspect the same, to supply janitorial service (unless otherwise
         provided by Tenant) and other services to be provided by Landlord to
         Tenant hereunder, to submit the Leased Premises to prospective
         purchasers or tenants, to post notices of non-responsibility, and to
         alter, improve or repair the Leased Premises and any portion of the
         Building of which the Leased Premises are a part, without abatement of
         Annual Basic Rent or Additional Rent, and may for that purpose erect
         scaffolding and other necessary structures where reasonably required by
         the character of the work to be performed, always providing that access
         into the Leased Premises shall not be blocked thereby, and further
         providing that the business of Tenant shall not be interfered with
         unreasonably. Tenant hereby waives any claim for damages for any injury
         or inconvenience to or interference with Tenant's business, any loss of
         occupancy or quiet enjoyment of the Leased Premises or any loss
         occasioned thereby. For each of the aforesaid purposes, Landlord shall
         at all times have and retain a key with which to unlock all the doors
         in, upon or about the Leased Premises, excluding Tenant's vaults and
         safes, and Landlord shall have the right to use any and all means
         which Landlord may deem proper to open such doors in any emergency in
         order to obtain entry to the Leased Premises, and any entry to the
         Leased Premises obtained by Landlord by any such means or otherwise
         shall not under any circumstances be construed or deemed to be a
         forcible or unlawful entry into, or a detainer of, the Leased Premises
         or an eviction of Tenant from all or any portion of the Leased
         Premises. Nothing in this Article 17 shall be construed as obligating
         Landlord to perform any repairs, alterations or maintenance except as
         otherwise expressly required elsewhere in this Lease.

18.    SUBSTITUTE PREMISES

   18.1  Relocation of Leased Premises. Landlord may, before or after the
         Commencement Date, elect by notice to Tenant, to substitute for the
         Leased Premises other office space in the Building (the "Substitute
         Premises") designated by Landlord, provided that the Substitute
         Premises shall contain at least the same useable area as the Leased
         Premises and have a configuration substantially similar to the Leased
         Premises. Landlord's notice shall be accompanied by a plan of the
         Substitute Premises. Tenant shall vacate and surrender the Leased
         Premises and shall occupy the Substitute Premises promptly (and, in any
         event, not later than fifteen ( 15) days) after Landlord has
         substantially completed the work to be performed by Landlord in the
         Substitute Premises pursuant to Article 18.2


                                       16-
<PAGE>   18
         below. Tenant shall pay the same Annual Basic Rent and Additional Rent
         with respect to the Substitute Premises as was payable with respect to
         the Leased Premises. This Lease shall remain in full force and effect
         and the Substitute Premises shall thereafter be deemed to be the Leased
         Premises. Tenant acknowledges that Landlord reserves the right to
         determine the nature and location of the businesses in the Building.
         Tenant further acknowledges that a material consideration to Landlord
         entering into this Lease is Tenant's agreement to the terms of
         this Article 18. The failure by Tenant to comply with the terms of this
         Article 18 will result in Landlord suffering irreparable harm and
         therefore, in addition to the other rights and remedies available to
         Landlord under this Lease, Landlord may seek to specifically enforce
         Tenant's breach of this Article 18.

   18.2  Compensation to Tenant. In the event Landlord shall elect to relocate
         Tenant to Substitute Premises, Tenant shall not be entitled to any
         compensation for any inconvenience or interference with Tenant's
         business, nor any abatement or reduction of Annual Basic Rent or
         Additional Rent, but Landlord shall, at Landlord's expense perform the
         following:

         (a) Furnish and install in the Substitute Premises fixtures, equipment,
         improvements, appurtenances and leasehold improvements at least equal
         in kind and quality to those contained or to be contained in the
         Leased Premises at the time such notices of substitution is given by
         Landlord;

         (b) Provide personnel to perform, under Tenant's direction, the moving
         of Tenant's personal property and trade fixtures from the Leased
         Premises to the Substitute Premises;

         (c) Promptly reimburse Tenant for Tenant's actual and reasonable
         out-of-pocket costs incurred in connection with the relocation of any
         telephone or other communications equipment from the Leased Premises to
         the Substitute Premises; and

         (d) Promptly reimburse Tenant for any other actual and reasonable
         out-of-pocket costs incurred by Tenant in connection with Tenant's move
         from Leased Premises to the Substitute Premises, provided such costs
         are approved by Landlord in advance which approval shall not be
         unreasonably withheld.

            Tenant shall cooperate with Landlord so as to facilitate the
performance by Landlord of its obligations under this Article 18.2 and the
prompt surrender by Tenant of the Leased Premises. Without limiting the
generality of the preceding sentence, Tenant shall provide Landlord promptly any
approvals or instructions and any plans or specifications or any other
information reasonably requested by Landlord, and Tenant shall perform promptly
in the Substitute Premises any work to be performed therein by Tenant to prepare
the same for Tenant's occupancy.

19.    ASSIGNMENT AND SUBLETTING

   19.1  Consent of Landlord Required. Tenant shall not transfer or assign this
         Lease or any right or interest hereunder, or sublet the Leased Premises
         or any part thereof, without first obtaining Landlord's prior written
         consent, which consent shall not be unreasonably withheld. No transfer
         or assignment (whether voluntary or involuntary, by operation of law or
         otherwise) or subletting shall be valid or effective without such prior
         written consent. Should Tenant attempt to make or allow to be made any
         such transfer, assignment or subletting, except as aforesaid, or should
         any of Tenant's rights under this Lease be sold or otherwise
         transferred by or under court order or legal process or otherwise,
         then, and in any of the foregoing events Landlord may, at its option,
         treat such act as an Event of Default by Tenant. Should Landlord
         consent to a transfer, assignment or subletting, such consent shall not
         constitute a waiver of any of the restrictions or prohibitions of this
         Article 19, and such restrictions or prohibitions shall apply to each
         successive transfer, assignment or subletting hereunder, if any.

   19.2  Deemed Transfers. For the purposes of this Article 19, an assignment
         shall be deemed to include the following: (a) if Tenant is a
         partnership, a withdrawal or change (voluntary, involuntary, by
         operation of law or otherwise) of any of the partners thereof, a
         purported assignment, transfer, mortgage or encumbrance (voluntary,
         involuntary, by operation of law or otherwise) by any partner thereof
         of such partner's interest in Tenant, or the dissolution of the
         partnership; (b) if Tenant consists of more than one person, a
         purported assignment, transfer, mortgage or encumbrance (voluntary,
         involuntary, by operation of law or otherwise) from one person unto the
         other or others; (c) if Tenant (or a constituent partner of Tenant) is
         a corporation, any dissolution, merger, consolidation or reorganization
         of Tenant (or such constituent partner), or any change in the ownership
         (voluntary, involuntary, by operation of law, creation of new stock or
         otherwise) of twenty percent (20%) or


                                      17-
<PAGE>   19
         more of its capital stock from the ownership existing on the date set
         forth in Article 1.1 above, provided that a change in domiciliary alone
         shall not constitute an assignment hereunder; (d) if Tenant is an
         unincorporated association, a purported assignment, transfer, mortgage
         or encumbrance (voluntary, involuntary, by operation of law or
         otherwise) of any interest in such unincorporated association; or (e)
         if Tenant is a limited liability company, a withdrawal or change of any
         of the members thereof, a purported assignment, transfer, mortgage or
         encumbrance (voluntary, involuntary, by operation of law or otherwise)
         by any member of such member's interest in Tenant, or the dissolution
         of the limited liability company; or (f) the sale of twenty percent
         (20%) or more in value of the assets of Tenant.

   19.3  Delivery of information. If Tenant wishes at any time to assign this
         Lease or sublet the Leased Premises or any portion thereof, it shall
         first notify Landlord of its desire to do so and shall submit in
         writing to Landlord: (a) the name of the proposed subtenant or
         assignee; (b) the nature of the proposed subtenant's or assignee's
         business to be carried on in the Leased Premises; (c) the terms and the
         provisions of the proposed sublease or assignment; and (d) such
         financial information as Landlord may reasonably request concerning the
         proposed subtenant or assignee. Tenant's failure to comply with the
         provisions of this Article 19.3 shall entitle Landlord to withhold its
         consent to the proposed assignment or subletting.

   19.4  Recapture. If Tenant proposes to assign its interest in this Lease or
         sublet all or any part of the Leased Premises, Landlord may, at its
         option, upon written notice to Tenant within thirty (30) days after
         Landlord's receipt of the information specified in Article 19.3 above,
         elect to recapture all or any portion of the Leased Premises, and
         within sixty (60) days after notice of such election has been given to
         Tenant, this Lease shall terminate as to the portion of the Leased
         Premises recaptured. If all or a portion of the Leased Premises is
         recaptured by Landlord pursuant to this Article 19.4, Tenant shall
         promptly execute and deliver to Landlord a termination agreement
         setting forth the termination date with respect to the Leased Premises
         or the recaptured portion thereof, and prorating the Annual Basic Rent,
         Additional Rent and other charges payable hereunder to such date. If
         Landlord does not elect to recapture as set forth above, Tenant may
         thereafter enter into a valid assignment or sublease with respect to
         the Leased Premises, provided that Landlord consents thereto pursuant
         to this Article 19, and provided further, that (a) such assignment or
         sublease is executed within ninety (90) days after Landlord has given
         its consent, (b) Tenant pays all amounts then owed to Landlord under
         this Lease, (c) there is not in existence an Event of Default as of the
         effective date of the assignment or sublease, (d) there have been no
         material changes with respect to the financial condition of the
         proposed subtenant or assignee or the business such party intends to
         conduct in the Leased Premises, and (e) a fully executed original of
         such assignment or sublease providing for an express assumption by the
         assignee or subtenant of all of the terms, covenants and conditions of
         this Lease is promptly delivered to Landlord.

   19.5  Adjustment to Rental. In the event Tenant assigns it interest in this
         Lease or sublets the Leased Premises, the Annual Basic Rent set forth
         in Article 1.12 above, as adjusted, shall be increased effective as of
         the date of such assignment or subletting to the rent and other
         consideration payable by any such assignee or sublessee pursuant to
         such assignment or sublease if such assignee or sublessee is paying
         rent in excess of the Annual Basic Rent as adjusted. Notwithstanding
         the foregoing, in no event shall the Annual Basic Rent after any such
         assignment or subletting be less than the Annual Basic Rent specified
         in Article 1.12 above, as adjusted.

   19.6  No Release from Liability. Landlord may collect Annual Basic Rent and
         Additional Rent from the assignee, subtenant, occupant or other
         transferee, and apply the amount so collected, first to the monthly
         installments of Annual Basic Rent, then to any Additional Rent and
         other sums due and payable to Landlord, and the balance, if any, to
         Landlord, but no such assignment, subletting, occupancy, transfer or
         collection shall be deemed a waiver of Landlord's rights under this
         Article 19, or the acceptance of the proposed assignee, subtenant,
         occupant or transferee. Notwithstanding any assignment, sublease or
         other transfer (with or without the consent of Landlord), Tenant shall
         remain primarily liable under this Lease and shall not be released
         from performance of any of the terms, covenants and conditions of this
         Lease.

   19.7  Landlord's Expenses. If Landlord consents to an assignment, sublease or
         other transfer by Tenant of all or any portion of Tenant's interest
         under this Lease, Tenant shall pay or cause to be paid to Landlord, a
         transfer fee in an amount not more than Five Hundred and No/100 Dollars
         ($500.00) to reimburse Landlord for administrative expenses and for
         legal, accounting and other out of pocket expenses incurred by
         Landlord.


                                       18-
<PAGE>   20
   19.8  Assumption Agreement. If Landlord consents to an assignment, sublease
         or other transfer by Tenant of all or any portion of Tenant's interest
         under this Lease, Tenant shall execute and deliver to Landlord, and
         cause the transferee to execute and deliver to Landlord, an instrument
         in the form and substance acceptable to Landlord in which (a) the
         transferee adopts this Lease and assumes and agrees to perform, jointly
         and severally with Tenant, all of the obligations of Tenant hereunder,
         (b) Tenant acknowledges that it remains primarily liable for tile
         payment of Annual Basic Rent, Additional Rent and other obligations
         under this Lease, (c) Tenant subordinates to Landlord's statutory lien,
         contract lien and security interest, any liens, security interests or
         other rights which Tenant may claim with respect to any property of
         transferee and (d) the transferee agrees to use and occupy the Leased
         Premises solely for the purpose specified in Article 20, and otherwise
         in strict accordance with this Lease.

20.    USE OF LEASED PREMISES AND RUBBISH REMOVAL

   20.1  The Leased Premises are leased to Tenant solely for the Permitted Use
         set forth in Article 1.9 above and for no other purpose whatsoever.
         Tenant shall not use or occupy or permit the Leased Premises to be used
         or occupied, nor shall Tenant do or permit anything to be done in or
         about the Leased Premises nor bring or keep anything therein which will
         in any way increase the existing rate of or affect any casualty or
         other insurance on the Building or the Property, or any of their
         respective contents, or make void or voidable or cause a cancellation
         of any insurance policy covering the Building or the Property, or any
         part thereof or any of their respective contents. Tenant shall not do
         or permit anything to be done in or about the Leased Premises, the
         Building and/or the Property which will in any way obstruct or
         interfere with the rights of other tenants or occupants of the Building
         or the Property or injure or annoy them. Tenant shall not use or allow
         the Leased Premises to be used for any improper, immoral, unlawful or
         objectionable purpose, nor shall Tenant cause, maintain or permit any
         nuisance in, on or about the Leased Premises, the Building and/or the
         Property. In addition, Tenant shall not commit or suffer to be
         committed any waste in or upon the Leased Premises, the Building and/or
         the Property. Tenant shall not use the Leased Premises, the Building
         and/or the Property or permit anything to be done in or about the
         Leased Premises, the Building and/or the Property which will in any way
         conflict with any matters of record, or any law, statute, ordinance or
         governmental rule or regulation now in force or which may hereafter be
         enacted or promulgated, and shall, at its sole cost and expense,
         promptly comply with all matters of record and all laws, statutes,
         ordinances and governmental rules, regulations and requirements now in
         force or which may hereafter be in force and with the requirements of
         any Board of Fire Underwriters or other similar body now or hereafter
         constituted, foreseen or unforeseen, ordinary as well as extraordinary,
         relating to or affecting the condition, use or occupancy of the
         Property, excluding structural changes not relating to or affected by
         Tenant's improvements or acts. The judgment of any court of competent
         jurisdiction or the admission by Tenant in any action against Tenant,
         whether Landlord be a party thereto or not, that Tenant has violated
         any matters of record, or any law, statute, ordinance or governmental
         rule, regulation or requirement, shall be conclusive of that fact
         between Landlord and Tenant. In addition, Tenant shall not place a load
         upon any floor of the Leased Premises which exceeds the load per square
         foot which the floor was designed to carry, nor shall Tenant install
         business machines or other mechanical equipment in the Leased Premises
         which cause noise or vibration that may be transmitted to the structure
         of the Building.

   20.2  Rubbish Removal. Tenant shall keep the Leased Premises clean, both
         inside and outside, subject, however, to Landlord's obligation as set
         forth in Article 8.2 above. Tenant shall not burn any materials or
         rubbish of any description upon the Leased Premises. Tenant shall keep
         all accumulated rubbish in covered containers. In the event Tenant
         fails to keep the Leased Premises in the proper condition, Landlord may
         cause the same to be done for Tenant and Tenant shall pay the expenses
         incurred by Landlord on demand, together with interest at the Default
         Rate, as Additional Rent. Tenant shall, at its sole cost and expense,
         comply with all present and future laws, orders and regulations of all
         state, county, federal, municipal governments, departments, commissions
         and boards regarding the collection, sorting, separation, and recycling
         of waste products, garbage, refuse and trash. Tenant shall sort and
         separate such waste products, garbage, refuse and trash into such
         categories as provided by law. Each separately sorted category of waste
         products, garbage, refuse and trash shall be placed in separate
         receptacles reasonably approved by Landlord. Such separate receptacles
         may, at Landlord's option, be removed from the Leased Premises in
         accordance with a collection schedule prescribed by law. Landlord
         reserves the right to refuse to collect or accept from Tenant any waste
         products, garbage, refuse or trash that is not separated and sorted as
         required by law, and to require Tenant to arrange for such collection
         at Tenant's sole cost and expense using a


                                       19-
<PAGE>   21
         contractor satisfactory to Landlord. Tenant shall pay all costs,
         expenses, fines, penalties or damages that may be imposed on Landlord
         or Tenant by reason of Tenant's failure to comply with the provisions
         of this Article 20.2, and, at Tenant's sole cost and expense, Tenant
         shall indemnify, defend and hold Landlord and Landlord's agents and
         employees harmless (including legal fees and expenses) from and
         against, and shall be responsible for, all actions, claims, liabilities
         and suits arising from such noncompliance, utilizing counsel reasonably
         satisfactory to Landlord.

21.    SUBORDINATION AND ATTORNMENT

   21.1  Subordination. This Lease and all rights of Tenant hereunder shall be,
         at the option of Landlord, subordinate to (a) all matters of record,
         (b) all ground leases, overriding leases and underlying leases
         (collectively referred to as the "leases") of the Building or the
         Property now or hereafter existing, (c) all mortgages and deeds of
         trust (collectively referred to as the "mortgages") which may now or
         hereafter encumber or affect the Building or the Property, and (d) all
         renewals, modifications, amendments, replacements and extensions of
         leases and mortgages and to spreaders and consolidations of the
         mortgages, whether or not leases or mortgages shall also cover other
         lands, buildings or leases. The provisions of this Article 21.1 shall
         be self-operative and no further instruments of subordination shall be
         required. In confirmation of such subordination, Tenant shall promptly
         execute, acknowledge and deliver any instrument that Landlord, the
         lessor under any lease or the holder of any mortgage or any of their
         respective assigns or successors in interest may reasonably request to
         evidence such subordination provided that Landlord shall diligently
         attempt to obtain from such party an agreement not to disturb Tenant's
         occupancy so long as Tenant is not in default hereunder, on a form
         customarily used by, or otherwise reasonably acceptable to, such party.
         Any lease to which this Lease is subject and subordinate is called a
         "Superior Lease" and the lessor under a Superior Lease or its assigns
         or successors in interest is called a "Superior Lessor". Any mortgage
         to which this Lease is subject and subordinate is called a "Superior
         Mortgage " and the holder of a Superior Mortgage is called a "Superior
         Mortgagee". If Landlord, a Superior Lessor or a Superior Mortgagee
         requires that such instruments be executed by Tenant, Tenant's failure
         to do so within ten (10) days after request therefor shall be deemed an
         Event of Default under this Lease. Tenant waives any right to terminate
         this Lease because of any foreclosure proceedings. Tenant hereby
         irrevocably constitutes and appoints Landlord (and any successor
         Landlord) as Tenant's attorney-in-fact, with full power of substitution
         coupled with an interest, to execute and deliver to any Superior Lessor
         or Superior Mortgagee any documents required to be executed by Tenant
         for and on behalf of Tenant if Tenant shall have failed to do so within
         ten (10) days after request therefore.

   21.2  Attornment. if any Superior Lessor or Superior Mortgagee (or any
         purchaser at a foreclosure sale) succeeds to the rights of Landlord
         under this Lease, whether through possession or foreclosure action, or
         the delivery of a new lease or deed (a "Successor Landlord"), Tenant
         shall attorn to and recognize such Successor Landlord as Tenant's
         landlord under this Lease and shall promptly execute and deliver any
         instrument that such Successor Landlord may reasonably request to
         evidence such attornment.

22.    ESTOPPEL CERTIFICATE

         Tenant shall, upon requested by Landlord, within ten (10) days after
         written request by Landlord, execute, acknowledge and deliver to
         Landlord a statement in writing certifying: (a) that this Lease is
         unmodified and in full force and effect, (or, if modified, stating the
         nature of such modification and certifying that this Lease, as so
         modified, is in full force and effect); (b) the dates to which Annual
         Basic Rent, Additional Rent and other charges are paid in advance, if
         any; (c) that there are not, to Tenant's knowledge, any uncured
         defaults on the part of Landlord hereunder or specifying such defaults
         if any are claimed; (d) that Tenant has paid Landlord the Security
         Deposit, (e) the Commencement Date and the scheduled expiration date of
         the Lease Term, (f) the rights (if any) of Tenant to extend or renew
         this Lease or to expand the Leased Premises and (g) the amount of
         Annual Basic Rent, Additional Rent and other charges currently payable
         under this Lease. In addition, such statement shall provide such other
         information and facts Landlord may reasonably require. Any such
         statement may be relied upon by any prospective or existing purchaser,
         ground lessee or mortgagee of all or any portion of the Property, as
         well as by any other assignee of Landlord's interest in this Lease.
         Tenant's failure to deliver such statement within such time shall be
         conclusive upon Tenant (i) that this Lease is in full force and effect,
         without modification except as may be represented by Landlord; (ii)
         that there are no uncured defaults in Landlord's performance hereunder;
         (iii) that Tenant has paid to Landlord the Security Deposit; (iv) that
         not more than one month's installment or Annual Basic Rent or
         Additional Rent has been paid in advance; (v) that the Commencement
         Date and the scheduled expiration date of the Lease Term are as stated
         therein, (vi) that Tenant has no rights to


                                       20-
<PAGE>   22
         extend or renew this Lease or to expand the Leased Premises, (vii) that
         the Annual Basic Rent, Additional Rent and other charges are as set
         forth therein and (viii) that the other information and facts set forth
         therein are true and correct.

23.    SIGNS

         Landlord shall retain absolute control over the exterior appearance of
         the Building and the exterior appearance of the Leased Premises as
         viewed from the public halls. Tenant shall not install, or permit to be
         installed, any drapes, shutters, signs, lettering, advertising, or any
         items that will in any way, in the sole opinion of Landlord, adversely
         alter the exterior appearance of the Building or the exterior
         appearance of the Leased Premises as viewed from the public halls or
         the exterior of the Building. In no event may Tenant utilize trucks,
         automobiles or other vehicles on the Property for signage purposes.
         Notwithstanding the foregoing, Landlord shall install, at Tenant's sole
         cost and expense, letters or numerals at or near the entryway to the
         Leased Premises provided Tenant obtains Landlord's prior written
         consent as to size, color, design and location. All such letters or
         numerals shall be in accordance With the criteria established by
         Landlord for the Building.

24.    PARKING

   24.1  Parking Facility. Landlord shall provide, operate and maintain parking
         accommodations (the "Parking Accommodations"), together with necessary
         access, having a capacity adequate in Landlord's opinion to accommodate
         the requirements of the Building and the Property. No storage of
         vehicles or parking for more than twenty-four (24) hours shall be
         allowed without Landlord's prior written consent. Tenant acknowledges
         and agrees that Landlord shall not be liable for damage, loss or theft
         of property or injury to persons in, upon or about the Parking
         Accommodations from any cause whatsoever. Landlord shall have the right
         to establish, and from time to time change, alter and amend, and to
         enforce against all users of the Parking Accommodations, such
         reasonable requirements and restrictions as Landlord deems necessary
         and advisable for the proper operation and maintenance of the Parking
         Accommodations, including without limitation, designation of particular
         areas for reserved, visitor and/or employee parking, and establishment
         of a reasonable rental charge for the use of the Parking Accommodations
         by tenants of the Building and/or the general public, as a part of the
         Rules and Regulations of the Building referenced in Article 31 hereof.

   24.2  Parking Passes, Tenant is hereby allocated the number of reserved
         covered and unreserved parking passes designated in Article 1.15
         hereof, entitling holders to park in either reserved covered or
         unreserved parking spaces, as the case may be, located in the Parking
         Accommodations as designated by Landlord from time to time for use by
         Tenant, its employees and licensees, and for which Tenant shall pay the
         monthly charges set forth in Article 1.16 hereof Landlord and Tenant
         shall execute, prior to the Commencement Date a Reserved Covered
         Parking License in the form attached hereto as Exhibit "E". The
         unreserved parking spaces shall be available to Tenant, its employees
         and licensees on a "first come, first serve" basis. Landlord reserves
         the right to increase the parking charges set forth in Article 1.16, in
         such reasonable amounts as Landlord deems necessary based upon
         increased costs of operating and maintaining the Parking
         Accommodations. Holders of parking passes shall not be entitled to park
         in visitor parking spaces so designated by Landlord, or in any other
         parking spaces other than those designated by Landlord for use by
         holders of parking passes.

25.    LIENS

         Tenant shall keep the Leased Premises free and clear of all mechanic's
         and materialmen's liens. If, because of any act or omission (or alleged
         act or omission) of Tenant, any mechanics', materialmen's or other
         lien, charge or order for the payment of money shall be filed or
         recorded against the Leased Premises, the Property or the Building, or
         against any other property of Landlord (whether or not such lien,
         charge or order is valid or enforceable as such), Tenant shall, at its
         own expense, cause the same to be canceled or discharged of record
         within thirty (30) days after Tenant shall have received written notice
         of the filing thereof, or Tenant may, within such thirty (30) day
         period, furnish to Landlord, a bond pursuant to A.R.S. Section 33-1004
         (or any successor statute) and satisfactory to Landlord and all
         Superior Lessors and Superior Mortgagees against the lien, charge or
         order, in which case Tenant shall have the right to contest, in good
         faith, the validity or amount thereof.


                                       21-
<PAGE>   23
26.      HOLDING OVER

         It is agreed that the date of termination of this Lease and the right
         of Landlord to recover immediate possession of the Leased Premises
         thereupon is an important and material matter affecting the parties
         hereto and the rights of third parties, all of which have been
         specifically considered by Landlord and Tenant. In the event of any
         continued occupancy or holding over of the Leased Premises without the
         express written consent of Landlord beyond the expiration or earlier
         termination of this Lease or of Tenants right to occupy the Leased
         Premises, whether in whole or in part, or by leaving property on the
         Leased Premises or otherwise, this Lease shall be deemed a monthly
         tenancy and Tenant shall pay one hundred fifty percent (150%) the
         greater of (a) Annual Basic Rent then in effect, or (b) the then
         prevailing monthly rental rate within the Building, in advance at the
         beginning of the hold-over month(s), plus any Additional Rent or other
         charges or payments contemplated in this Lease, and any other costs,
         expenses, damages, liabilities and attorneys' fees incurred by Landlord
         on account of Tenant's holding over.

27.      ATTORNEYS' FEES

         Tenant shall pay to Landlord all amounts for costs (including
reasonable attorneys' fees) incurred by Landlord in connection with any breach
or default by Tenant under this Lease or incurred in order to enforce or if
requested by Tenant, costs associated with the interpretation of the terms or
provisions of this Lease. Such amount shall be payable within five (5) days
after receipt by Tenant of Landlord's statement. In addition, if any action
shall be instituted by either of the parties hereto for the enforcement or
interpretation of any of their respective rights or remedies in or under this
Lease, the prevailing party shall be entitled to recover from the losing party
all costs incurred by the prevailing party in such action and any appeal
therefrom, including reasonable attorneys' fees to be fixed by the court.
Further, should Landlord be made a party to any litigation between Tenant and
any third party, then Tenant shall pay all costs and attorneys' fees incurred by
or imposed upon Landlord in connection with such litigation.

28.      RESERVED RIGHTS OF LANDLORD

         Landlord reserves the following rights, exercisable without liability
         to Tenant for damage or injury to property, persons or business and
         without effecting an eviction, constructive or actual, or disturbance
         of Tenant's use or possession or giving rise to any claim:

         (a) To name the Building and the Property and to change the name or
         street address of the Building or the Property;

         (b) To install and maintain all signs on the exterior and interior of
         the Building and the Property;

         (c) To designate all sources furnishing sign painting and lettering;

         (d) During the last ninety (90) days of the Lease Term, if Tenant has
         vacated the Leased Premises, to decorate, remodel, repair, alter or
         otherwise prepare the Leased Premises for re-occupancy, without
         affecting Tenant's obligation to pay Annual Basic Rent;

         (e) To have pass keys to the Leased Premises and all doors therein,
         excluding Tenant's vaults and safes;

         (f) On reasonable prior notice to Tenant, to exhibit the Leased
         Premises to any prospective purchaser, mortgagee, or assignee of any
         mortgage on the Building or the Property and to others having interest
         therein at any time during the Lease Tenn, and to prospective Tenants
         during the last six (6) months of the Lease Term;

         (g) To take any and all measures, including entering the Leased
         Premises for the purposes of making inspections, repairs, alterations,
         additions and improvements to the Leased Premises or to the Building
         (including, for the purposes of checking, calibrating, adjusting and
         balancing controls and other parts of the Building systems) as may be
         necessary or desirable for the operation, improvement, safety,
         protection or preservation of the Leased Premises or the Building, or
         in order to comply with all laws, orders and requirements of
         governmental or other authorities, or as may otherwise be permitted or
         required by this Lease; provided, however, that Landlord shall endeavor
         (except in an emergency) to minimize interference with Tenant's
         business in the Leased Premises;

                                       22-
<PAGE>   24
         (h) To relocate various facilities within the Building and on the
Property if Landlord shall determine such relocation to be in the best interest
of the development of the Building and the Property, provided, that such
relocation shall not materially restrict access to the Leased Premises;

         (i) To change the nature, extent, arrangement, use and location of the
Building Common Areas;

         (j)To make alterations or additions to and to build additional stories
on the Building and to build additional buildings or improvements on the
Property; and

         (k) To install vending machines of all kinds in the Leased Premises and
the Building, and to receive all of the revenue derived therefrom, provided,
however, that no vending machines shall be installed by Landlord in the Leased
Premises unless Tenant so requests.

         Landlord further reserves the exclusive right to the roof of the
Building. No easement for light, air, or view is included in the leasing of the
Leased Premises to Tenant. Accordingly, any diminution or shutting off of light,
air or view by any structure which may be erected on the property or other
properties in the vicinity of the Building shall in no way affect this Lease or
impose any liability upon Landlord.

29.       EMINENT DOMAIN

29.1     Taking. If the whole of the Building is lawfully and permanently taken
         by condemnation or any other manner for any public or quasi-public
         purpose, or by deed in lieu thereof, this Lease shall terminate as of
         the date of vesting of title in such condemning authority and the
         Annual Basic Rent and Additional Rent shall be pro rated to such date.
         If (a) any part of the Building or Property is so taken, or if the
         whole of the Building is taken, but not permanently, then Landlord or
         Tenant may terminate this Lease by notice to the other within ninety
         (90) days after entry of an order for immediate possession, and (b) if
         twenty percent (20%) or more of the Leased Premises shall be
         permanently taken and the remaining portion of the Leased Premises
         shall not be reasonably sufficient for Tenant to continue operation of
         its business, Tenant may terminate this Lease by notice to Landlord
         within ninety (90) days after the date of entry of an order of an
         immediate possession. This Lease shall terminate on the date such
         possession is so taken, by which date Tenant shall vacate and surrender
         the Leased Premises to Landlord. The Annual Basic Rent and Additional
         Rent shall be pro rated to the earlier of the termination of this Lease
         or such date as Tenant is required to vacate the Leased Premises by
         reason of the taking. If this Lease is not terminated as a result of a
         partial taking of the Leased Premises, the Annual Basic Rent and
         Additional Rent shall be equitably adjusted according to the rentable
         area of the Leased Premises and Building remaining.

29.2     Award: In the event of a taking of all or any part of the Building or
         the Property, all of the proceeds or the award, judgment, settlement or
         damages payable by the condemning authority shall be and remain the
         sole and exclusive property of Landlord, and Tenant hereby assigns all
         of its right, title and interest in and to any such award, judgment,
         settlement or damages to Landlord except that Tenant shall have the
         right to file any separate claim available to Tenant for a temporary
         taking of the leasehold; provided such award is separately payable to
         Tenant and does not diminish the award available to Landlord. Tenant
         shall, however, have the right, to the extent that the same shall not
         reduce or prejudice amounts available to Landlord, to claim from the
         condemning authority, but not from Landlord, such compensation as may
         be recoverable by Tenant in its own right for relocation benefits,
         moving expenses, and damage to Tenant's personal property and trade
         fixtures.

30.      NOTICES

         Any notice or communication given under the terms of this Lease shall
         be in writing and shall be delivered in person, sent by any public or
         private express delivery service or deposited with the United States
         Postal Service or a successor agency, certified or registered mail,
         return receipt requested, postage pre-paid, addressed as set forth in
         the Basic Provisions, or at such other address as a party may from time
         to time designate by notice hereunder. Notice shall be effective upon
         delivery. The inability to deliver a notice because of a changed
         address of which no notice was given or a rejection or other refusal to
         accept any notice shall be deemed to be the receipt of the notice as of
         the date of such inability to deliver or rejection or refusal to
         accept. Any notice to be given by Landlord may be given by the legal
         counsel and/or the authorized agent of Landlord.

                                       23-
<PAGE>   25
31.   RULES AND REGULATIONS

       Tenant shall abide by all rules and regulations (the "Rules and
       Regulations") of the Building and the Property imposed by Landlord, as
       attached hereto as Exhibit "I" or as may hereafter be issued by Landlord.
       Such Rules and Regulations are imposed to enhance the cleanliness,
       appearance, maintenance, order and use of the Leased Premises, the
       Building and the Property, and the proper enjoyment of the Building and
       the Property by all tenants and their clients, customers and employees.
       The Rules and Regulations may be changed from time to time upon ten (10)
       days notice to Tenant. Breach of the Rules and Regulations, by Tenant
       shall constitute an Event of Default if such breach is not fully cured
       within ten (10) days after written notice to Tenant by Landlord. Landlord
       shall not be responsible to Tenant for nonperformance by any other
       tenant, occupant or invitee of the Building or the Property of any Rules
       or Regulations.

32.   ACCORD AND SATISFACTION

       No payment by Tenant or receipt by Landlord of a lesser amount than the
       monthly installment of Annual Base Rent and Additional Rent (jointly
       called "Rent" in this Article 32), shall be deemed to be other than on
       account of the earliest stipulated Rent due and not yet paid, nor shall
       any endorsement or statement on any check or any letter accompanying any
       check or payment as Rent be deemed an accord and satisfaction. Landlord
       may accept such check or payment without prejudice to Landlord's right to
       recover the balance of such Rent or to pursue any other remedy in this
       Lease. No receipt of money by Landlord from Tenant after the termination
       of this Lease, after the service of any notice relating to the
       termination of this Lease, after the commencement of any suit, or after
       final judgment for possession of the Leased Premises, shall reinstate,
       continue or extend the Lease Term or affect any such notice, demand, suit
       judgement.

33.   BANKRUPTCY OF TENANT

33.1   Chapter 7. If a petition is filed by, or an order for relief is entered
       against Tenant under Chapter 7 of the Bankruptcy Code (which action is
       not dismissed within sixty (60) days) and the trustee of Tenant elects to
       assume this Lease for the purpose of assigning it, the election or
       assignment, or both, may be made only if all of the terms and conditions
       of Articles 33.2 and 33.4 below are satisfied. If the trustee fails to
       elect to assume this Lease for the purpose of assigning it within sixty
       (60) days after appointment, this Lease will be deemed to have been
       rejected. To be effective, an election to assume this Lease must be in
       writing and addressed to Landlord and, in Landlord's business judgment,
       all of the conditions hereinafter stated, which Landlord and Tenant
       acknowledge to be commercially reasonable, must have been satisfied.
       Landlord shall then immediately be entitled to possession of the Premises
       without further obligation to Tenant or the trustee, and this Lease will
       be terminated. Landlord's right to be compensated for damages in the
       bankruptcy proceeding, however, shall survive.

33.2   Chapters 11 and 13. If Tenant files a petition for reorganization under
       Chapters 11 or 13 of the Bankruptcy Code or a proceeding that is filed
       by or against Tenant under any other chapter of the Bankruptcy Code is
       converted to a Chapter 11 or 13 proceeding and Tenant's trustee or Tenant
       as a debtor-in-possession fails to assume this Lease within sixty (60)
       days from the date of the filing of the petition or the conversion, the
       trustee or the debtor-in-possession will be deemed to have rejected this
       Lease. To be effective, an election to assume this Lease must be in
       writing and addressed to Landlord and, in Landlord's business judgment,
       all of the following conditions, which Landlord and Tenant acknowledge to
       be commercially reasonable, must have been satisfied:


       (a) The trustee or the debtor-in-possession has cured or has provided to
Landlord adequate assurance, as defined in this Article 33.2 that;

              (1)    The trustee will cure all monetary defaults under this
                     Lease within ten (10) days from the date of the assumption;
                     and


              (2)    The trustee will cure all non-monetary defaults under this
                     Lease within thirty (30) days from the date of the
                     assumption.


       (b) The trustee or the debtor-in-possession has compensated Landlord, or
has provided to Landlord adequate assurance, as defined in this Article 33.2,
that within ten (10) days from the date of the assumption Landlord will be
compensated for any pecuniary loss it incurred arising from the

                                       24-
<PAGE>   26
default of Tenant, the trustee, or the debtor-in-possession as recited in
Landlord's written statement of pecuniary loss sent to the trustee or the
debtor-in-possession. For purposes of this Lease, pecuniary loss shall include
all attorneys' fees and court costs incurred by Landlord in connection with any
bankruptcy proceeding filed by or against Tenant.

       (c) The trustee or the debtor-in-possession has provided Landlord with
adequate assurance of the future performance of each of Tenant's obligations
under the Lease; provided, however, that:

              (1)    The trustee or debtor-in-possession will also deposit with
                     Landlord as security for the timely payment of Annual Basic
                     Rent and Additional Rent, an amount equal to three months
                     Annual Basic Rent and Additional Rent accruing under this
                     Lease.

              (2)    If not otherwise required by the terms of this Lease, the
                     trustee or the debtor-in-possession will also pay in
                     advance, on each day that the Annual Basic Rent is payable,
                     one-twelfth of Tenant's estimated annual obligations under
                     the Lease for the Additional Rent.

              (3)    From and after the date of the assumption of this Lease,
                     the trustee or the debtor-in-possession will pay the Annual
                     Basic Rent and Additional Rent as provided in Article 5
                     above.

              (4)    The obligations imposed upon the trustee or the
                     debtor-in-possession will continue for Tenant after the
                     completion of bankruptcy proceedings.

       (d) Landlord has determined that the assumption of the Lease will not:

              (1)    Breach any provisions in any other lease, mortgage,
                     financing agreement, or other agreement by which Landlord
                     is bound relating to the Property; or

              (2)    Disrupt, in Landlord's judgment, the tenant mix of the
                     Building or any other attempt by Landlord to provide a
                     specific variety of Tenants in the Building that, in
                     Landlord's judgment, would be most beneficial to all of the
                     tenants of the Building and would enhance the image,
                     reputation, and profitability of the Building.

       (e) For purposes of this Article 33.2 "adequate assurance" means that:

              (1)    Landlord will determine that the trustee or the
                     debtor-in-possession has, and will continue to have,
                     sufficient unencumbered assets after the payment of all
                     secured obligations and administrative expenses to assure
                     Landlord that the trustee or the debtor-in-possession will
                     have sufficient funds to fulfill Tenant's obligations under
                     this Lease and to keep the Leased Premises properly staffed
                     with sufficient employees to conduct a fully operational,
                     actively promoted business on the Leased Premises; and

              (2)    An order will have been entered segregating sufficient cash
                     payable to Landlord and/or a valid and perfected first lien
                     and security interest will have been granted in property of
                     Tenant, trustee, or debtor-in-possession that is acceptable
                     for value and kind to Landlord, to secure to Landlord the
                     obligation of the trustee or debtor-in-possession to cure
                     the monetary or non-monetary defaults under this Lease
                     within the time periods set forth above.

33.3   Landlord's Right to Terminate. In the event that this Lease is assumed by
       a trustee appointed for Tenant or by Tenant as debtor-in-possession under
       the provisions of Article 33.2 above and, thereafter, Tenant is either
       adjudicated a bankrupt or files a subsequent petition for arrangement
       under chapter 11 of the Bankruptcy Code, then Landlord may terminate, at
       its option, this Lease and all Tenant's rights under it, by giving
       written notice of Landlord's election to terminate.

33.4   Adequate Assurance. For the purposes of this Article 33 "adequate
       assurance of future performance" means that Landlord has ascertained that
       each of the following conditions as been satisfied:

                                       25-
<PAGE>   27
       (1)    The assignee has submitted a current financial statement, audited
              by a certified public accountant, that shows a net worth and
              working capital in amounts determined by Landlord to be sufficient
              to assure the future performance by the assignee of Tenants
              obligations under this Lease;

       (2)    If requested by Landlord, the assignee will obtain guarantees, in
              form and substance satisfactory to Landlord from one or more
              persons who satisfy Landlord's standards of creditworthiness;

       (3)    Landlord has obtained all consents or waivers from any third party
              required under any lease, mortgage, financing arrangement or other
              agreement by which Landlord is bound, to enable Landlord to permit
              the assignment;

       (4)    When, pursuant to the Bankruptcy Code, the trustee or the
              debtor-in-possession is obligated to pay reasonable use and
              occupancy charges for the use of all or part of the Leased
              Premises, the charges will not be less than the Annual Basic Rent
              and Additional Rent.


33.5   Consent of Landlord. Neither Tenant's interest in the Lease nor any
       estate of Tenant created in the tease will pass to any trustee, receiver,
       assignee for the benefit of creditors, or any other person or entity, or
       otherwise by operation of law under the laws of any state having
       jurisdiction of the person or property of Tenant unless Landlord consents
       in writing to the transfer. Landlord's acceptance of Annual Basic Rent or
       Additional Rent or any other payments from any trustee, receiver,
       assignee, person, or other entity will not be deemed to have waived, or
       waive, the need to obtain Landlord's consent or Landlord's right to
       terminate this Lease for any transfer of Tenant's interest under this
       Lease without that consent.

34.   HAZARDOUS MATERIAL

34.1   "Hazardous Materials Laws" "Hazardous Materials Laws" means any and all
       federal, state or local laws, ordinances, rules decrees orders
       regulations or court decisions (including the so-called "common-laws")
       relating to hazardous substances, hazardous materials, hazardous waste,
       toxic substances, environmental conditions on, under or about the
       Premises, or soil and ground water conditions, including, but not limited
       to, the Comprehensive Environmental Response, Compensation and Liability
       Act of 1980 ("CERCLA"), as amended, 42 U.S.C. Section 9601, et seq., the
       Resource Conversation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901,
       et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section
       1801, et seq., any amendments to the foregoing, and any similar federal,
       state or local laws, ordinances, rules, decrees, orders or regulations.

34.2   Hazardous Materials. "Hazardous Materials" means any chemical, compound,
       material, substance or other matter that: (I) is a flammable explosive,
       asbestos, radioactive material, nuclear medicine material, drug, vaccine,
       bacteria, virus, hazardous waste, toxic substance, petroleum product, or
       related injurious or potentially injurious material, whether injurious or
       potentially injurious by itself or in combination with other materials;
       (ii) is controlled, designated in or governed by any Hazardous Materials
       Law; (iii) gives rise to any reporting, notice or publication
       requirements under any Hazardous Materials Law; or (iv) gives rise to any
       liability, responsibility or duty on the part of Tenant or Landlord with
       respect to any third person under any Hazardous Materials Law.

34.3   Use. Tenant shall not allow any Hazardous Material to be used, generated,
       released, stored or disposed of on, under or about, or transported from,
       the Leased Premises, the Building or the Property, unless: (i) (except
       for any such materials in normal and customary amounts used in connection
       with general office uses (e.g., glue, correction fluid, copy machine
       toner.) such use is specifically disclosed to and approved by Landlord in
       writing prior to such use; and (ii) such use is conducted in compliance
       with the provisions of this Article 34. Landlord may approve such use
       subject to reasonable conditions to protect the Leased Premises, the
       Building or the Property, and Landlord's interests. Landlord may withhold
       approval if Landlord determines that such proposed use involves a
       material risk of a release or discharge of Hazardous Materials or a
       violation of any Hazardous Materials Laws or that Tenant has not provided
       reasonable assurances of its ability to remedy such a violation and
       fulfill its obligations under this Article 34.

34.4   Compliance With Laws. Tenant shall strictly comply with, and shall
       maintain the Leased Premises in compliance with, all Hazardous Materials
       Laws. Tenant shall obtain and maintain in full force and

                                       26-
<PAGE>   28
       effect all permits, licenses and other governmental approvals required
       for Tenants operations on the Leased Premises under any Hazardous
       Materials Laws and shall comply with all terms and conditions thereof. At
       Landlord's request, Tenant shall deliver copies of, or allow Landlord to
       inspect, all such permits, licenses and approvals. Tenant shall perform
       any monitoring, investigation, clean-up, removal and other remedial work
       (collectively, "Remedial Work") required as a result of any release or
       discharge of Hazardous Materials affecting the Leased Premises, the
       Building or the Property, or any violation of Hazardous Materials Laws
       by Tenant or any assignee or sublessee of Tenant or their respective
       agents, contractors, employees, licensees, or invitees. Landlord shall
       have the right to intervene in any governmental action or proceeding
       involving any Remedial Work, and to approve performance of the work, in
       order to protect Landlord's interests.

34.5   Compliance With Insurance Requirements. Tenant shall comply with the
       requirements of Landlord's and Tenant's respective insurers regarding
       Hazardous Materials and with such insurers' recommendations based upon
       prudent industry practices regarding management of Hazardous Materials.

34.6   Notice: Reporting. Tenant shall notify Landlord, in writing, as soon as
       reasonably possible, but in no event later than two (2) days after any of
       the following: (a) a release or discharge of any Hazardous Material,
       whether or not the release or discharge is in quantities that would
       otherwise be reportable to a public agency; (b) Tenant's receipt of any
       order of a governmental agency requiring any Remedial Work pursuant to
       any Hazardous Materials Laws; (c) Tenant's receipt of any warning, notice
       of inspection, notice of violation or alleged violation, or Tenant's
       receipt of notice or knowledge of any proceeding, investigation of
       enforcement action, pursuant to any Hazardous Materials Laws; or (d)
       Tenant's receipt of notice or knowledge of any claims made or threatened
       by any third party against Tenant or the Leased Premises, the Building or
       the Property, relating to any loss or injury resulting from Hazardous
       Materials. Tenant shall deliver to Landlord copies of all test results,
       reports and business or management plans required to be filed with any
       governmental agency pursuant to any Hazardous Materials Laws.

34.7   Termination: Expiration. Upon the termination or expiration of this
       Lease, Tenant shall remove any equipment, improvements or storage
       facilities utilized in connection with any Hazardous Materials and shall,
       clean up, detoxify, repair and otherwise restore the Leased Premises to a
       condition free of Hazardous Materials.

34.8   Indemnity. Tenant shall protect, indemnify, defend and hold Landlord
       harmless from and against, and shall be responsible for, any and all
       claims, costs, expenses, suits, judgments, actions, investigations,
       proceedings and liabilities arising out of or in connection with any
       breach of any provisions of this Article 34 or directly or indirectly
       arising out of the use, generation, storage, release, disposal or
       transportation of Hazardous Materials by Tenant or any sublessee or
       assignee of Tenant, or their respective agents, contractors, employees,
       licensees, or invitees, on, under or about the Leased Premises, the
       Building or the Property during the Lease Term or Tenant's occupancy of
       the Leased Premises, including, but not limited to, all foreseeable and
       unforeseeable consequential damages and the cost of any Remedial Work.
       Neither the consent by Landlord to the use, generation, storage, release,
       disposal or transportation of Hazardous Materials nor the strict
       compliance with all Hazardous Material Laws shall excuse Tenant from
       Tenant's indemnification obligations pursuant to this Article 34. The
       foregoing indemnity shall be in addition to and not a limitation of the
       indemnification provisions of Article 16 of this Lease. Tenant's
       obligations pursuant to this Article 34 shall survive the termination or
       expiration of this Lease.

34.9   Assignment: Subletting. If Landlord's consent is required for an
       assignment of this Lease or a subletting of the Leased Premises, Landlord
       shall have the right to refuse such consent if the possibility of a
       release of Hazardous Materials is materially increased as a result of the
       assignment or sublease or if Landlord does not receive reasonable
       assurances that the new tenant has the experience and the financial
       ability to remedy a violation of the Hazardous Materials Laws and fulfill
       its obligations under this Article 34.

34.10  Entry and Inspection: Cure. Landlord and its agents, employees and
       contractors, shall have the right, but not the obligation, to enter the
       Leased Premises at all reasonable times during Tenant's regular business
       hours to inspect the Leased Premises and Tenant's compliance with the
       terms and conditions of this Article 34, or to conduct investigations and
       tests. No prior notice to Tenant and no particular hours of entry shall
       be required in the event of an emergency, or if Landlord has reasonable
       cause to believe that violations of this Article 34 have occurred, or if
       Tenant consents at the time of entry. In

                                       27-
<PAGE>   29
all other cases, Landlord shall give at least twenty-four (24) hours prior
notice to Tenant. Landlord shall have the right, but not the obligation, to
remedy any violation by Tenant of the provisions of this Article 34 or to
perform any Remedial Work which is necessary or appropriate as a result of any
governmental order, investigation or proceeding. Tenant shall pay, upon demand,
as Additional Rent, all costs incurred by Landlord in remedying such violations
or performing all Remedial Work, plus interest thereon at the Default Rate from
the date of demand until the date received by Landlord.

34.11  Event of Default, The release or discharge of any Hazardous Material or
       the violation of any Hazardous Materials Law shall constitute an Event of
       Default by Tenant under this Lease. In addition to and not in lieu of the
       remedies available under this Lease as a result of such Event of Default,
       Landlord shall have the right, without terminating this Lease, to require
       Tenant to suspend its operations and activities on the Leased Premises
       until Landlord is satisfied that appropriate Remedial Work has been or is
       being adequately performed and Landlord's election of this remedy shall
       not constitute a waiver of Landlord's right thereafter to pursue the
       other remedies set forth in this Lease.

35.   MISCELLANEOUS

35.1   Entire Agreement, Amendments. This Lease and any Exhibits and Riders
       attached hereto and forming a part hereof, set forth all of the
       covenants, promises, agreements, conditions and understandings between
       Landlord and Tenant concerning the Leased Premises and there are no
       covenants, promises, agreements, representations, warranties, conditions
       or understandings either oral or written between them other than as
       contained in this Lease. Except as otherwise provided in this Lease, no
       subsequent alteration, amendment, change or addition to this Lease shall
       be binding unless it is in writing and signed by both Landlord and
       Tenant.

35.2   Time of the Essence. Time is of the essence of each and every term,
       covenant and condition of this Lease.

35.3   Binding Effect. The covenants and conditions of this Lease shall, subject
       to the restrictions on assignment and subletting, apply to and bind the
       heirs, executors, administrators, personal representatives, successors
       and assigns of the parties hereto.

35.4   Recordation. Neither this Lease nor any memorandum hereof shall be
       recorded by Tenant. At the sole option of Landlord, Tenant and Landlord
       shall execute, and Landlord may record, a short form memorandum of this
       Lease in form and substance satisfactory to Landlord.

35.5   Governing Law. This Lease and all the terms and conditions thereof shall
       be governed by and construed in accordance with the laws of the State of
       Arizona.

35.6   Defined terms and Paragraph Headings. The words "Landlord" and "Tenant"
       as used in this Lease shall include the plural as well as the singular.
       Words used in masculine gender include the feminine and neuter. If there
       is more than one Tenant, the obligations in this Lease imposed upon
       Tenant shall be joint and several. The paragraph headings and titles to
       the paragraphs of this Lease are not a part of this Lease and shall have
       no effect upon the construction or interpretation of any part hereof.

35.7   Representations and Warranties of Tenant. Tenant represents and warrants
       to Landlord as follows:

       (a) Tenant has been duly organized, is validly existing, and is in good
       standing under the laws of its state of Delaware and is qualified to
       transact business in Arizona. All necessary action on the part of Tenant
       has been taken to authorize the execution, delivery and performance of
       this Lease and of the other documents, instruments and agreements, if
       any, provided for herein. The persons who have executed this Lease on
       behalf of Tenant are duly authorized to do so;

       (b) This Lease constitutes the legal, valid and binding obligation of
       Tenant, enforceable against Tenant in accordance with its terms, subject,
       however, to bankruptcy, insolvency, reorganization, arrangement,
       moratorium or other similar laws relating to or affecting the rights of
       creditors generally, general principles of equity, whether enforceability
       is considered in a proceeding in equity or at law, and to the
       qualification that certain waivers, procedures, remedies and other
       provisions of this Lease may be unenforceable under or limited by
       applicable law, however, none of the foregoing shall prevent the
       practical realization to Landlord of the benefits intended by this Lease;

                                      28-
<PAGE>   30
       (c) To the best of its knowledge, there are no suits, actions,
       proceedings or investigations pending, or to the best of its knowledge,
       threatened against or involving Tenant before any court, arbitrator or
       administrative or governmental body which might reasonably result in any
       material adverse change in the contemplated business, condition or
       operations of Tenant;

       (d) To the best of its knowledge, Tenant is not, and the execution,
       delivery and performance of this Lease and the documents, instruments and
       agreements, if any, provided for herein will not result in any breach of
       or default under any other document, instrument or agreement to which
       Tenant is a party or by which Tenant is subject or bound;

       (e) To the best of its knowledge, Tenant has obtained all required
       licenses and permits, both governmental and private, to use and operate
       the Leased Premises in the manner intended by this Lease; and

       (f) All financial statements, tax returns and other financial information
       delivered by Tenant to Landlord prior to the execution of this Lease is
       true, correct and complete in all material respects and all financial
       statements, tax returns or other financial information to be delivered by
       Tenant to Landlord subsequent to the execution of this Lease shall be
       true, correct and complete in all material respects.

35.8   No Waiver. The failure of either party to insist in any one or more
       instances upon the strict performance of any one or more of the
       obligations of this Lease, or to exercise any election herein contained,
       shall not be construed as a waiver or relinquishment for the future of
       the performance of such one or more obligations of this Lease or the
       right to exercise such election, but the same shall continue and remain
       in full force and effect with respect to any subsequent breach, act or
       omission.

35.9   Severability. If any clause or provision of this Lease is or becomes
       illegal or unenforceable because of any present or future law or
       regulation of any governmental body or entity effective during the Lease
       Term, the intention of the parties is that the remaining provisions of
       this Lease shall not be affected thereby.

35.10  Exhibits. If any provision contained in an Exhibit, Rider or Addenda to
       this Lease is inconsistent with any other provision of this Lease, the
       provision contained in this Lease shall supersede the provisions
       contained in such Exhibit, Rider or Addenda, unless otherwise provided.

35.11  Fair Meaning. The language of this Lease shall be construed to its normal
       and usual meaning and not strictly for or against either Landlord or
       Tenant. Landlord and Tenant acknowledge and agree that each party has
       reviewed and revised this lease and that any rule of construction to the
       effect that ambiguities are to be resolved against the drafting party
       shall not apply to the interpretation of this Lease, or any Exhibits,
       Riders or amendments hereto.

35.12  No Merger. The voluntary or other surrender of this Lease by Tenant or a
       mutual cancellation of this Lease shall not work as a merger and shall,
       at Landlord's option, either terminate any or all existing subleases or
       subtenancies, or operate as an assignment to Landlord of any or all of
       such subleases or subtenancies.

35.13  Force Majeure. Any prevention, delay or stoppage due to strikes,
       lockouts, labor disputes, acts of God, inability to obtain labor or
       materials for reasonable substitutes therefor, governmental restrictions,
       regulations or controls, judicial orders, enemy or hostile government
       actions, civil commotion, fire or other casualty and other causes beyond
       the reasonable control of Landlord shall excuse the Landlord's
       performance hereunder for the period of any such prevention, delay, or
       stoppage.

35.14  Government Energy or Utility Controls. In the event of the imposition of
       federal, state or local governmental controls, rules, regulations or
       restrictions on the use or consumption of energy or other utilities
       during the Lease Term, both Landlord and Tenant shall be bound thereby.
       In the event of a difference in interpretation of any governmental
       control, rule, regulation or restriction between Landlord and Tenant, the
       interpretation of Landlord shall prevail, and Landlord shall have the
       right to enforce compliance, including the right of entry into the Leased
       Premises to effect compliance.

35.15  Shoring. If any excavation or construction is made adjacent to, upon or
       within the Building, or any part thereof, Tenant shall afford to any and
       all persons causing or authorized to cause such excavation

                                       29-
<PAGE>   31
       or construction license to enter onto the Leased Premises for the purpose
       of doing such work as such persons shall deem necessary to preserve the
       Building or any portion thereof from injury or damage and to support the
       same by proper foundations, braces and supports without any claim for
       damages, indemnity or abatement of Annual Basic Rent or Additional Rent
       or for a constructive or actual eviction of Tenant.

35.16  Transfer of Landlord's Interest. The term "Landlord" as used in this
       Lease, insofar as the covenants or agreements on the part of the Landlord
       are concerned, shall be limited to mean and include only the owner or
       owners of Landlord's interest in this Lease at the time in question.
       Upon any transfer or transfers of such interest, the Landlord herein
       named (and in the case of any subsequent transfer, the then transferor)
       shall thereafter be relieved of all liability for the performance of any
       covenants or agreements on the part of the Landlord contained in this
       Lease.

35.17  Limitation on Landlord's Liability. If Landlord becomes obligated to pay
       Tenant any judgment arising out of any failure by the Landlord to perform
       or observe any of the terms, covenants, conditions or provisions to be
       performed or observed by Landlord under this Lease, Tenant shall be
       limited in the satisfaction of such judgment solely to Landlord's
       interest in the Building and the Property or any insurance proceeds or
       proceeds arising from the sale thereof and no other property or assets of
       Landlord or the individual partners, directors, officers or shareholders
       of Landlord or its constituent partners shall be subject to levy,
       execution or other enforcement procedure whatsoever for the satisfaction
       of any such money judgment.

35.18  Brokerage Fees. Tenant warrants and represents that it has not dealt with
       any Realtor, broker or agent in connection with this Lease except the
       Broker identified in Article 1.18 above. Tenant shall indemnify, defend
       and hold Landlord harmless from and against, and shall be responsible
       for, any cost, expense or liability (including the cost of suit and
       reasonable attorneys' fees) for any compensation, commission or charges
       claimed by any other Realtor, broker or agent in connection with this
       Lease or by reason of any act of Tenant.

35.19  Intentionally Omitted.

35.20  Continuing Obligations. All obligations of Tenant hereunder not fully
       performed as of the expiration or earlier termination of this Lease shall
       survive the expiration or earlier termination of this Lease, including,
       without limitation, all payment obligations with respect to Annual Basic
       Rent, Additional Rent and all obligations concerning the condition of the
       Premises.

35.21  Financial Statements. If Landlord shall so request, Tenant shall, within
       thirty (30) days after receipt of such request, deliver to Landlord its
       most current annual financial statements including a balance sheet, a
       statement of income and expenses, and a statement of cash flows, all in
       reasonable detail and prepared according to generally accepted accounting
       principles, consistently applied. Year-end statements shall be reviewed
       by an independent certified public accountant and interim statements
       shall be certified by Tenant, if Tenant is an individual, by the chief
       financial officer of Tenant, if Tenant is a corporation, by the manager
       or a member of Tenant if Tenant is a limited liability company or by a
       general partner of Tenant, if Tenant is a partnership. Tenant shall
       supply Landlord with audited financial statements if Tenant prepares
       audited financial statements in tile ordinary course of its business.

                                       30-
<PAGE>   32
       IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date and year first above written.

LANDLORD:                                   TENANT:

SUN LIFE ASSURANCE COMPANY OF               ELECTRONIC ACCESSORY SPECIALISTS
CANADA, a Canadian corporation              INTERNATIONAL, INC., a Delaware
                                            corporation dba Mobility Electronics
By:  /s/ George M. Collins
    ----------------------                  By: /s/ J. LaMont Hall
                                               ----------------------
Name:   George M. Collins                       J. LaMont Hall
    ----------------------                      Controller
Its: for PRESIDENT
    ----------------------

By:   /s/ John G. Muluihil
    ----------------------
Name John G. Muluihil
    ----------------------
Its: for SECRETARY
    ----------------------

If Tenant is a CORPORATION, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing. The Lease must
be executed by the president or vice-president and tile secretary or assistant
secretary, unless the bylaws or a resolution of the board of directors shall
otherwise provide, in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.

                                       31-
<PAGE>   33
                                    RIDER "1"

                      RIDER 1 TO LEASE DATED JUNE 22,1998,
                                 BY AND BETWEEN

                      SUN LIFE ASSURANCE COMPANY OF CANADA,
                            -A CANADIAN CORPORATION,
                                       AND

                        ELECTRONIC ACCESSORY SPECIALISTS
                  INTERNATIONAL, INC., A DELAWARE CORPORATION,
                             dba MOBILITY INSURANCE

       Supplementing Article 4 hereof, in addition to the Security Deposit set
forth in Article 1.13 above, upon the execution of this Lease, Tenant shall
deposit with Landlord an additional sum as additional Security Deposit (the
"Additional Security Deposit") and together with the amounts set forth in
Article 1.13, the ("Security Deposit") in the amount of Seventy-Five Thousand
Dollars ($75,000.00) payable in cash or in the form of an unconditional and
irrevocable letter of credit (the "Letter of Credit") in favor of Landlord,
having an expiration date not less than two (2) years after the date that the
Letter of Credit is effective and in form and drawn upon a federally insured
bank in Phoenix, Arizona (the "Bank") satisfactory to Landlord, in Landlord's
sole discretion and approved in advance, in writing, by Landlord. The terms of
Article 4 shall govern the times and amounts under which Landlord may draw upon
the Additional Security Deposit.

       The Letter of Credit shall provide, among other things, that Landlord may
draw thereon up to the full amount thereof solely and simply by presenting the
Letter of Credit to the Bank with a sight draft signed on behalf of Landlord and
stating that Tenant has caused an Event of Default under this Lease. The Letter
of Credit shall be honored by the issuing bank without inquiry as to the
accuracy thereof, and regardless of whether Tenant disputes Landlord's
presentment of the draft. If Tenant shall default under any term or condition of
this Lease, then Landlord may draw upon the proceeds of the Letter of Credit.
Such proceeds shall constitute all or part of the Security Deposit and Landlord
may use such proceeds as provided in Article 4 hereof and the other terms of
such Article 4 shall apply, including, without limitation, restoration of the
Security Deposit.

       Should no Event of Default have occurred and be continuing under this
Lease, and provided the shares of Tenant's stock are traded publicly, Tenant has
a minimum net worth of Fifteen Million U.S. Dollars ($15,000,000.00) in
Shareholder's equity and no greater than Twenty-Five Percent (25%) debt to
equity ratio, the Additional Security Deposit shall be released and repaid (in
the case of the deposit of cash) or returned (in the case of the Letter of
Credit) to Tenant. If the foregoing criteria has not been met by the first day
of the twenty-fifth (25th) month of the Lease Term, and no Event of Default has
occurred and is continuing, Thirty-Seven Thousand Five Hundred U.S. Dollars
($37,500) of the Additional Security Deposit shall be released to Tenant (in the
case of the deposit of cash) or the Letter of Credit shall be reduced to
Thirty-Seven Thousand Five Hundred U.S. Dollars ($37,500), all other terms
remaining the same and the remaining amount of the Additional Security Deposit
or the Letter of Credit, as applicable, shall be returned to tenant provided no
Event of Default has occurred and is continuing, the Security Deposit set forth
in Article 1. 13 shall remain deposited with Landlord and shall be released as
set forth in Article 4.

                                      32-

<PAGE>   34

EXHIBIT "A"
"SITE PLAN"

<PAGE>   35


PARCEL NO, - 1:

A portion of the North half of the Southeast quarter of Section 2, Township 3
North, Range 4 East of the Gila and Salt River, Base and Meridian, Maricopa
County, Arizona, as shown on the Map of Dedication for SCOTTSDALE RESEARCH PARK,
recorded in Book 259 of Maps, Page 38, Maricopa County Records, more
particularly described as follows:

COMMENCING at the center of said Section 2;

thence South 89 degrees 39 minutes 41 seconds East along the North line of said
Southeast quarter 1077.16 feet to the centerline intersection of Paradise Lane
and 78th Street as shown on said Map of Dedication,

thence South 00 degrees 20 minutes 19 seconds West along said centerline of 78th
Street 365.70 feet;

thence South 89 degrees 39 minutes 41 seconds East departing said centerline
30.00 feet to the TRUE POINT OF BEGINNING, said point also being the Easterly
right of way line of said 78th Street;

thence South 89 degrees 39 minutes 41 seconds East 546.86 feet;

thence South 00 degrees 20 minutes 19 seconds West 281.74 feet to the beginning
of a curve concave Easterly and having a radius of 200.00 feet;

thence Southeasterly along the arc of said curve through a central angle of 40
degrees 44 minutes 47 seconds a distance of 142.23 feet to a point of tangency;

thence South 40 degrees 24 minutes 28 seconds East 45.00 feet to a point on the
Northerly right of way line of Greenway Arterial as shown on said Map of
Dedication;

thence South 49 degrees 35 minutes 32 seconds West along said Northerly right of
way line 685.63 feet to the beginning of a curve concave Northwesterly and
having a radius of 20.00 feet;

thence Northwesterly along said Northerly right of way line and the arc of said
curve through a central angle of 93 degrees 16 minutes 32 seconds a distance of
32.56 feet to the beginning of a compound curve the radius of which bears North
52 degrees 52 minutes 04 seconds East 370.00 feet, said point also lying on said
Easterly right of way line 78th Street;

thence Northwesterly along said Easterly right of way line and the arc of said
curve through a central angle of 37 degrees 28 minutes 15 seconds a distance of
241.98 feet to a point of tangency;

thence North 00 degrees 20 minutes 19 seconds East along said Easterly right of
way line 665.82 feet to the TRUE POINT OF BEGINNING.

and

                                  EXHIBIT "B"
                              "LEGAL DESCRIPTION"
                                  PAGE 1 OF 4
<PAGE>   36


PARCEL NO. 2

A non-exclusive perpetual easement for ingress and egress, drainage and public
utilities as created by instrument recorded May 21, 1996 in 96-352271, Official
Records over a portion of the North half of the Southeast quarter of Section 2,
Township 3 North, Range 4 East of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona, as shown on the Map of Dedication for SCOTTSDALE
RESEARCH PARK, recorded in Book 259 of Maps, Page 38, Maricopa County Records
more particularly described as follows:

COMMENCING at the center of said Section 2;

thence South 89 degrees 39 minutes 41 seconds East along the North line of said
Southeast quarter 1077.16 feet to the centerline intersection of Paradise Lane
and 78th Street as shown on said Map of Dedication;

thence South 00 degrees 20 minutes 19 seconds West along said centerline of 78th
Street 365.70 feet;

thence South 89 degrees 39 minutes 41 seconds East leaving said centerline
576.116 feet to the TRUE POINT OF BEGINNING

thence South 89 degrees 39 minutes 41 seconds East 15.00 feet;

thence South 00 degrees 20 minutes 19 seconds West 281.74 feet to the beginning
of a curve concave Northeasternly and having a radius of 185.00 feet;

thence Southeasterly along the arc of said Curve through a central angle of 40
degrees 44 minutes 17 seconds a distance of 131.56 feet to a point of tangency;

thence South 40 degrees 24 minutes 28 seconds East 45.00 feet to a point on
the Northerly right of way line of Greenway Arterial as shown on said Map of
Dedication;

thence South 49 degrees 35 minutes 32 seconds West along said Northerly right
of way line 15.00 feet;

thence North 40 degrees 24 minutes 28 seconds West leaving said Northerly
right-of-way 45.00 feet to the beginning of a curve concave Northeasterly and
having a radius of 200.00 feet;

thence Northwesterly, along the arc of said curve through a central angle of 40
degrees 44 minutes 47 seconds, a distance or 142.23 feet to a point of tangency;

thence North 00 degrees 20 minutes 19 seconds East 281.74 feet to the TRUE POINT
OF BEGINNING.

and

                                  EXHIBIT "B"
                              "LEGAL DESCRIPTION"
                                  PAGE 2 OF 4

<PAGE>   37
PARCEL NO. 1:

A portion of the North half of the Southeast quarter of Section 2, Township 3
North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona, more particularly described as follows:

COMMENCING at the center of said Section 2:

thence South 89 degrees 39 minutes 41 seconds East along the North line of said
Southeast quarter 1654.02 feet;

thence South 00 degrees 20 minutes 19 seconds West departing said North line
30.00 feet to the TRUE POINT OF BEGINNING, said point lying on the South right
of way line Paradise Lane, as shown on Map of Dedication for SCOTTSDALE RESEARCH
PARK, as recorded in Book 259 of Maps, Page 38, records of Maricopa County,
Arizona;

thence South 89 degrees 39 minutes 41 seconds East along said South line 494.67
feet;

thence South 82 degrees 49 minutes 07 seconds East along said South line 100.72
feet to the beginning of a non-tangent curve the radius of which bears South 00
degrees 20 minutes 17 seconds West 357.99 feet;

thence Southeasterly along said South line and the arc of said curve through a
central angle of 26 degrees 53 minutes 19 seconds, a distance of 168.00 feet to
the beginning of a compound curve concave Southwesterly and having a radius of
20.00 feet;

thence Southwesterly along said South line and the arc of said curve through a
central angle of 95 degrees 25 minutes 52 seconds, a distance of 33.31 feet to
the beginning of a compound curve concave northwesterly and having a radius of
1945.00 feet, said point also lying on the Northerly right of way line of
Greenway Arterial as shown on said Map of Dedication;

thence Southwesterly along said Northerly line and the arc of said curve
through a central angle of 16 degrees 56 minutes 04 seconds, a distance of
574.87 feet to a point of tangency;

thence South 49 degrees 35 minutes 32 seconds West along said Northerly line
412.38 feet;

thence departing said Northerly line North 40 degrees 24 minutes 28 seconds West
45.00 feet to the beginning of a curve concave Northeasterly and having a radius
of 200.00 feet;

thence Northwesterly along the arc of said curve through a central angle of 40
degrees 44 minutes 47 seconds, a distance of 142.23 feet to the point of
tangency;

thence North 00 degrees 20 minutes 19 seconds East 617.45 feet the TRUE POINT OF
BEGINNING.

and

                                  EXHIBIT "B"
                              "LEGAL DESCRIPTION"
                                   PAGE 3 OF 4

<PAGE>   38
PARCEL No. 2:

A non-exclusive perpetual easement for ingress and egress drainage and public
utilities as created by instrument recorded May 21, 1996 in 96-0352271, of
Official Records and amended in 96-0650699, of Official Records, over a portion
of the North half of the Southeast quarter of Section 2, Township 3 North, Range
4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona,
as shown on the Map of Dedication for Scottsdale Research Park recorded in Book
259 of Maps, Page 38, Maricopa County Records, more particularly described as
follows:

COMMENCING at the center of said Section 2;

thence South 89 degrees 39 minutes 41 seconds East along the North line of said
Southeast quarter 1077.16 feet to the centerline intersection of Paradise Lane
and 78th Street as shown on said Map of Dedication;

thence South 00 degrees 20 minutes 19 seconds West along said centerline of
78th Street 365.70 feet;

thence South 89 degrees 39 minutes 41 seconds East leaving said centerline
576.86 feet to the TRUE POINT OF BEGINNING;

thence South 00 degrees 20 minutes 19 seconds West 281.74 feet to the beginning
of a curve concave Northeasterly and having a radius or 200.00 feet;

thence Southeasterly along the arc of said curve through a central angle of 40
degrees 44 minutes 47 seconds a distance of 142.23 feet to a point of tangency;

thence South 40 degrees 24 minutes 28 seconds East 45.00 feet to a point lying
on the Northerly Right-of-Way line of Greenway Arterial as shown on said Map of
Dedication;

thence South 49 degrees 35 minutes 32 seconds West along said Northerly
Right-of-Way line 15.00 feet;

thence North 40 degrees 24 minutes 28 seconds West leaving said Northerly
Right-of-Way 45.00 feet to the beginning of a curve concave Northeasterly and
having a radius of 215.00 feet;

thence Northwesterly, along the arc of said curve through a central angle of 40
degrees 44 minutes 47 seconds a distance of 152.90 Feet to a point of tangency;

thence North 00 degrees 20 minutes 19 seconds East 281.74 feet;

thence South 89 degrees 39 minutes 41 seconds East 15.00 feet to the TRUE
POINT OF BEGINNING.

                                  EXHIBIT "B"
                              "LEGAL DESCRIPTION"
                                   PAGE 4 OF 4
<PAGE>   39
                      [MOBILITY ELECTRONICS OFFICE LAYOUT]

THE ABOVE PREMISES IS HEREBY REPRESENTED BY LANDLORD AND BY ARCHITECTURAL
DRAWINGS TO BE 5,047 +/- SQUARE FEET.

                                                                   /s/ ILLEGIBLE



                                  EXHIBIT "C"
                                 "THE PREMISES"
<PAGE>   40
                                  EXHIBIT "D"

                        MEMORANDUM OF COMMENCEMENT DATE

THIS MEMORANDUM OF COMMENCEMENT DATE is entered into this ____ day of _________,
1998 by SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation
("Landlord"), and, ELECTRONIC ACCESSORY SPECIALISTS INTERNATIONAL, INC., a
Delaware corporation, dba Mobility Electronics ("Tenant").

RECITALS

         A. Landlord and Tenant have previously executed that certain Office
Lease dated _______________, 1998 ("Lease"), pursuant to which Tenant has leased
from Landlord certain premises more particularly described therein.

         B. Pursuant to the provisions of Article 3.3 of the Lease, Landlord and
Tenant have agreed to execute this Memorandum of Commencement Date to specify
the Commencement Date of the Lease Term.

         NOW, THEREFORE, in consideration of the foregoing recitals, the
execution and delivery of the Lease and other good and valuable considerations,
the receipt, sufficiency and validity which is hereby acknowledged, Landlord and
Tenant agree as follows:

         1. Commencement Date. The Commencement Date is ______________________
and the expiration date of the Lease is ______________________.

         2. Definitions. Capitalized terms used in this Memorandum of
Commencement Date without definition shall have the meanings assigned to such
terms in the Lease, unless the context requires otherwise.

         3. Full Force and Effect. Except as specifically modified by this
Memorandum of Commencement Date, the Lease remains in full force and effect.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum
Commencement Date as of the date and year first above written.

LANDLORD:                               TENANT:
SUN LIFE ASSURANCE COMPANY OF           ELECTRONIC ACCESSORY SPECIALISTS
CANADA, a Canadian corporation          INTERNATIONAL, INC., a Delaware
                                        corporation dba Mobility Electronics
By:                                     By:
   -----------------------------           ------------------------------------
                                           J. LaMont Hall
Name:                                      Controller
     ---------------------------

Its:
    ----------------------------

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

Name:
     ---------------------------

Its:
    ----------------------------

                                      36-
<PAGE>   41
                                   EXHIBIT "E"

                        RESERVED COVERED PARKING LICENSE

THIS RESERVED COVERED PARKING LICENSE (this "License") is made as of the
_____day of        , 199_, between SUN LIFE ASSURANCE COMPANY OF CANADA, a
Canadian corporation ("Licensor"), and ELECTRONIC ACCESSORY SPECIALISTS
INTERNATIONAL, INC., a Delaware corporation, dba Mobility Electronics
("Licensee").

1. LICENSE. Licensor hereby grants Licensee a license to use five (5) reserved
covered parking spaces (the "Spaces") in the parking accommodations (the
"Parking Accommodations") of the property (the "Property") located at 15880,
15990, 16100 Greenway-Hayden Loop Road, Scottsdale, Arizona 85254, as
cross-hatched on the site plan attached hereto as Exhibit "A", for a term the
same as the term of the Lease referred to in Paragraph 2 hereof. Licensor may
also make available from time to time, at its discretion, on a first come, first
served basis, additional reserved covered parking spaces in the Parking
Accommodations to the tenants of the Property and if offered and accepted by
Licensee, this License shall also include one (1) additional reserved, covered
parking space (the "Additional Space"). Each Space shall be used solely for the
parking of one vehicle (which shall mean an automobile, motorcycle or light
"sport utility" truck, but shall expressly exclude heavy "delivery" or other
trucks) therein by Licensee in accordance with the terms of this License.

       2. THE LEASE. Anything herein to the contrary notwithstanding, this
License shall terminate no later than the date of termination of the Lease (the
"Lease") between Licensor, as Landlord, and Licensee, as Tenant, for space in
the Property of even date herewith, whether such termination occurs at the end
of the scheduled Lease term or prior thereto. A breach of this License by
Tenant shall be deemed a breach of the Lease by Tenant and after notice given in
accordance with the terms of the Lease and the failure of Tenant to cure within
fifteen (15) days of such notice, Landlord shall have all remedies available
herein, under the Lease, and at law or in equity. In the event the term of the
Lease is extended, the term of this License shall also be extended to correspond
with the Lease Term.

       3. MONTHLY FEE. Licensee agrees to pay as a monthly fee for this License
Licensor's current fee for each Space licensed, payable on or before the first
day of each month in advance. The monthly fee which Licensee shall pay for the
Spaces is  $25.00. The monthly fee for the Additional Space shall be at
Licensor's then current market rate as established from time to time by
Landlord, which fee may increase on thirty (30) days prior written notice to
Licensee.

       4. DESIGNATION OF SPACES. This License is for 5 reserved covered parking
Spaces in the area of the Parking Accommodations cross-hatched on Exhibit "B"
attached hereto, which area may be redesignated from time to time by Licensor.
The initial Spaces designated for Licensee are cross-hatched on Exhibit "B"
attached hereto.

       5. DESIGNATION OF AUTOMOBILE. Only vehicles designated by Licensee to
Licensor may be parked in the Spaces, provided, however, that Licensee may
change its automobile designations at any time upon written notice to Licensor
or for temporary use upon notification given to the garage attendant, if any. No
more than one (1) automobile per Space licensed hereunder shall be parked or
stored under Licensee's rights hereunder at any one time.

       6. No ADDITIONAL SERVICES. This License is for self-service parking only
and does not include the rights to any additional services, which services may
be made available by Licensor from time to time at an additional charge. No
overnight parking of vehicles in the Parking Accommodations is permitted.

       7. INDEMNIFY: Licensor and its agents and employees shall not be liable
for loss or damage to any vehicle parked by Licensee or under Licensee's rights
herein and/or to the contents thereof caused by fire, theft, vandalism,
collision, explosion, freezing, earthquake, storms, natural disasters, strikes,
riots or by any other causes, unless caused by the gross negligence or willful
misconduct of Licensor, and Licensee (1) waives and agrees to hold Licensor
harmless from any claim against Licensor, its agents and employees for and in
respect thereto, and (2) hereby agrees to indemnify and defend Licensor, its
agents and employees against all claims for any loss or damage to any such
vehicle or its contents from any cause whatsoever, unless caused by the gross
negligence or willful misconduct of Licensor.

                                       37-
<PAGE>   42
       8. RELATIONSHIP OF PARTIES. The relationship between Licensor and
Licensee constitutes a license to use the Parking Accommodations subject to the
terms and conditions of this License only and neither such relationship nor the
storage or parking of any automobile thereunder shall constitute a bailment nor
create the relationship of bailor and baillee.

       9. Notices. All notices hereunder shall be given in accordance with the
terms of the Lease.

       10. SUBORDINATION AND ATTORNMENT. This License shall be subject and
subordinate to any mortgage, deed of trust or ground lease now or hereafter
placed on the Property, or any portion thereof, and to replacements, renewals
and extensions thereof, and Licensee, upon request by Licensor, shall execute
instruments (in form satisfactory to Licensor) acknowledging such subordination.

       11. No Waste. Licensee covenants not to cause any waste or damage or c or
injury to the Property.

       12. CLOSURE OF FACILITY. Licensor shall have the right to close any
portion of the Parking Accommodations and deny access thereto in connection with
any repairs or in an emergency, as it may require, without liability, cost or
abatement of fee.

       13. Rules. Licensee shall perform, observe and comply with such rules of
the Property as may be reasonably adopted by Licensor in respect of the use and
operation of said Parking Accommodations.

       14. REGULATIONS. Licensee shall, when using the Parking Accommodations,
observe and obey all signs regarding fire lanes and no parking zones, and when
parking always park between designated lines. Licensor reserves the right to tow
away, or otherwise impound, at the expense of the owner or operator, any vehicle
which is improperly parked or parked in a no parking zone. No storage or
overnight parking is permitted in the Parking Accommodations.

       IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first above written.

LICENSOR:                              LICENSEE:

SUN LIFE ASSURANCE COMPANY OF          ELECTRONIC ACCESSORY
CANADA, a Canadian corporation         SPECIALISTS INTERNATIONAL, INC.,
                                       a Delaware corporation dba Mobility
                                       Electronics

By: /s/ George M. Collins
    --------------------------         By:/s/ J. LaMont Hall
                                         -----------------------
                                              J. Lamont Hall
Name: George M. Collins                       Controller
      ------------------------
Its:  for PRESIDENT
      ------------------------

By: /s/ John G. Muluihil
    --------------------------

Name: John G. Muluihil
      ------------------------

Its:  for SECRETARY
      ------------------------

                                       38-
<PAGE>   43
                                   EXHIBIT "F"

                                    RESERVED

                                  39-
<PAGE>   44
                                  EXHIBIT "G"
                                    RESERVED

                                       40-
<PAGE>   45
                                   EXHIBIT "H"

                                   WORK LETTER

         In order to induce Tenant to enter into the Lease (which is
incorporated herein by reference to the extent that the provisions of this Work
Letter may apply thereto) and in consideration of the mutual covenants
hereinafter contained, Landlord and Tenant agree as follows:

         1. Completion Schedule, Landlord shall provide Tenant a schedule (the
"Work Schedule") setting forth the time table for the planning and completion of
the installation of the tenant improvements to be constructed in the Leased
Premises (the "Tenant Improvements"). The Work Schedule shall set forth each of
the various items of work to be done in connection with the completion of the
Tenant Improvements and shall become the basis for completing the Tenant
Improvements. Landlord and Tenant acknowledge and agree that time is of the
essence with respect to their respective obligations as set forth in this Work
Letter.

         2. Tenant Improvements. The Tenant Improvements shall include the work
depicted on Exhibit "C" which work shall be done in the Leased Premises pursuant
to the Tenant Improvements Plans described in Paragraph 3 below.

         3. Tenant Improvement Plans. Tenant has previously met with Landlord's
architect and/or space planner for the purposes of preparing the space plan
shown on Exhibit "C" which space plan has been approved by Landlord and Tenant.
Landlord's architect shall prepare final working drawings and specifications for
the Tenant Improvements based on the space plan. Such final working drawings and
specifications are referred to in this Work Letter as the "Tenant Improvement
Plans."

         4. Preparation of Tenant Improvement Plans and Final Pricing. Landlord
shall cause its architect to prepare and submit to Tenant the Tenant Improvement
Plans. Promptly after the approval of the Tenant Improvement Plans by Landlord
and Tenant, the Tenant Improvement Plans shall be submitted to the appropriate
governmental body for plan checking and building permits. Landlord, with
Tenant's cooperation, shall cause to be made such changes in the Tenant
Improvement Plans necessary to obtain required permits. Tenant acknowledges that
after final approval of the Tenant Improvement Plans, no further changes to the
Tenant Improvement Plans may be made without the prior written consent of
Landlord, which consent shall not be unreasonably withheld but may be
conditioned on the agreement by Tenant to pay all additional costs and expenses
resulting from such requested changes that exceed the Allowance (defined below).

         5. Construction of Tenant Improvements. After the Tenant Improvement
Plans have been prepared and approved, and building permits for the Tenant
Improvements have been issued, Landlord shall enter into a construction contract
with its contractor for the installation of the Tenant Improvements in
accordance with the Tenant Improvement Plans. The Tenant Improvements shall be
constructed in a good, workmanlike and lien free manner, and in conformance with
applicable building codes. Landlord shall supervise the completion of the Tenant
Improvements and shall endeavor in good faith to secure the completion of the
Tenant Improvements in accordance with the Work Schedule. The cost of the Tenant
Improvements shall be paid as provided in Paragraph 6 below. Tenant shall accept
the Tenant Improvements upon substantial completion thereof, as reasonably
determined by Landlord's architect.

         6. PAYMENT OF THE COST OF THE TENANT IMPROVEMENTS.

                  (a) Tenant Improvement Allowance. Landlord hereby grants to
Tenant a Tenant Improvement allowance (the "Allowance") based upon a calculation
of thirteen dollars ($13.00) per usable square foot of the Leased Premises. The
Allowance shall be used only for:

                           (i) Payment of the cost preparing the space plan and
the final working drawings and specifications, including mechanical, electrical
and structural drawings and of all other aspects of the Tenant Improvement
Plans, including the charges of Landlord's space planner and Landlord's
architect.

                           (ii) The payment of permit and license fees relating
to construction of the Tenant Improvements; and




                                      41-
<PAGE>   46
         (iii) Construction of the Tenant Improvements, including without
limitation the following:

                  (1) Installation within the Leased Premises of all
partitioning, doors, floor coverings, finishes, ceilings, wall coverings and
paintings, millwork and similar items;

                  (2) All electrical wiring, lighting fixtures, outlets and
switches, and other electrical work to be installed within the Leased Premises;

                  (3) The furnishing and installation of all duct work, terminal
boxes, defusers and accessories required for the completion of the heating,
ventilation and air conditioning systems within the Leased Premises.

                  (4) Any additional Tenant requirements including, but not
limited to odor control, special heating, ventilation and air conditioning,
noise or vibration control or other special systems;

                  (5) All fire and life safety control systems such as fire
walls, sprinklers, halon, fire alarms, including piping, wiring and accessories
installed within the Leased Premises; and

                  (6) All plumbing, fixtures, pipes and accessories to be
installed within the Leased Premises; and

                  (7) All monument and directory signage.

         b. ADDITIONAL COSTS. The cost of each of the items set forth in
Paragraph 6(a) above shall be charged against the Allowance. In the event the
anticipated cost of installing the Tenant Improvements, as established by
Landlord's final pricing schedule, shall exceed the Allowance, or in the event
any of the Tenant Improvements are not to be paid for from the Allowance, the
excess shall be paid by Tenant to Landlord prior to the commencement of
construction of the Tenant Improvements.

         c. CHANGES TO TENANT IMPROVEMENT PLANS. In the event that Tenant shall
request any changes or substitutions to the Tenant Improvement Plans, after the
Tenant Improvement Plans have been prepared and the final pricing established by
Landlord, any additional costs attributable thereto shall be paid by Tenant to
Landlord prior to the commencement of the work represented by such changes,
unless covered under the Allowance.

         d. UNUSED ALLOWANCE. No portion of the Allowance may be credited toward
Annual Basic Rent or Additional Rent.

    7. EARLY ENTRY Landlord has given Tenant the right to enter and occupy the
Early Occupancy Space prior to the Commencement Date. Tenant understands and
agrees that the work to install and construct the Tenant Improvements shall take
place while Tenant is occupying the Early Occupancy Premises and that Tenant
agrees to cooperate with Landlord and not prohibit, impair or interfere with the
work of the Tenant Improvements. Tenant agrees that no disturbances or
interruptions of Tenant in connection with the installation and construction of
the Tenant Improvements and subsequent Punch List (as defined below) correction
of the Tenant Improvements shall constitute a constructive or actual eviction of
Tenant or entitle Tenant to damages or other relief, Tenant hereby waiving same.
Landlord agrees, however, to exercise reasonable diligence in the construction
of the Tenant Improvements so as to avoid unnecessary interference with or
disturbance of Tenant in its use and occupancy of the Early Occupancy Premises.

    8. PUNCH LIST PROCEDURE. Not later than the day prior to the Commencement
Date, tenant shall prepare a list (the "Punch List") of any deficiencies or
incomplete work regarding any Tenant Improvements. Provided that such items are
Landlord's responsibility pursuant to the Tenant Improvement Plans, Landlord
shall correct such deficiencies or incomplete work within a reasonable period of
time, but in no event later than sixty (60) days after receipt of the Punch
List, after which Landlord shall have no further obligation to alter, change,
decorate or improve the Leased Premises, whether to adapt the same for the use
for which it is leased or for any other purpose. The existence of such
deficiencies or incomplete work shall not effect Tenant's obligation to accept
the Leased Premises as otherwise required hereunder.





                                      42-
<PAGE>   47
         9. ASSIGNMENT OF WARRANTIES. Landlord shall assign to Tenant the
non-exclusive right to enforce any and all warranties which Landlord may receive
from any contractor, supplier or other person or entity involved with
construction of the Tenant Improvements, which assignment shall continue until
the expiration or sooner termination of the Lease or the expiration of the
warranty, whichever occurs first.





                                      43-
<PAGE>   48
                                  EXHIBIT "I"

                              RULES AND REGULATIONS

         1. Unless otherwise specifically defined herein, all capitalized terms
in these Rules and Regulations shall have the meaning set forth in the Lease to
which these Rules and Regulations are attached.

         2. The sidewalks, driveways, entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls of the Building and the Property shall
not be obstructed or encumbered or used for any purpose other than ingress and
egress to and from the premises demised to any tenant or occupant. The halls,
passages, exits, entrances, elevators, stairways, balconies and roof are not for
the use of the general public, and the Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation
and interests of the Building and its tenants.

         3. No awnings or other projection shall be attached to the outside
walls or windows of the Building. No curtains, blinds, shades, or screens shall
be attached to or hung in, or used in connection with, any window or door of the
premises demised to any tenant or occupant, without the prior written consent of
Landlord. All electrical fixtures hung in any premises demised to any tenant or
occupant must be of a type, quality, design, color, size and general appearance
approved by Landlord.

         4. No tenant shall place objects against glass partitions, doors or
windows which would be in sight from the Building corridors or from the exterior
of the Building and such tenant will promptly remove any such objects when
requested to do so by Landlord.

         5. The windows and doors that reflect or admit light and air into the
halls, passageways or other public places in the Building shall not be covered
or obstructed, nor shall any bottles, parcels, or other articles be placed on
any window sills.

         6. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building or the other buildings in the
Property, nor placed in the halls, corridors, walkways, landscaped areas,
vestibules or other public parts of the Building or the Property.

         7. The restrooms, water and wash closets and other plumbing fixtures
shall not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags or other substances shall be thrown
therein. The reasonable costs incurred by Landlord (a) for extra cleaning in any
restroom, water or wash closet required because of any misuse of such restroom,
water or wash closet, and/or (b) to repair any damage resulting from any misuse
of the fixtures will be borne by the tenant who, or whose employees, agents,
visitors or licensees, caused the same. No tenant shall bring or keep, or permit
to be brought or kept, any flammable, combustible, explosive or hazardous fluid,
material, chemical or substance in or about the premises demised to such tenant
or the Property.

         8. No tenant or occupant shall mark, paint, drill into, or in any way
deface any part of the Property, the Building or the premises demised to such
tenant or occupant. No boring, cutting or strings of wires shall be permitted,
except with the prior consent of Landlord, and as Landlord may direct. No tenant
or occupant shall install any resilient tile or similar floor covering in the
premises demised to such tenant or occupant except in a manner approved by
Landlord..

         9. Any carpeting cemented down by a tenant shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by a tenant,
Landlord may charge the expense incurred in such removal to such tenant.




                                      44-
<PAGE>   49
         10. No bicycles, vehicles or animals of any kind (except seeing eye
dogs) shall be brought into or kept in or about the premises demised to any
tenant. No cooking shall be done or permitted in the Building by any tenant
without the written approval of Landlord. No tenant shall cause or permit any
unusual or objectionable odors to emanate from the premises demised to such
tenant.

         11. No space in the Building or the Property shall be used for
manufacturing, for the storage of merchandise, or for the sale of merchandise,
goods or property of any kind at auction.

         12. No tenant and no employee, visitor, agent, or licensee of any
Tenant shall make, or permit to be made, any unseemly or disturbing noises or
vibrations or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings or premises whether by the use of any musical
instrument, radio, television set, broadcasting equipment or other audio device,
noise, whistling, singing, yelling or screaming, or in any other way. Nothing
shall be thrown out of any doors. No tenant and no employee, visitor, agent, or
licensee of any Tenant shall conduct itself in any manner that is inconsistent
with the character of the Building as a first quality building or that will
impair the comfort, convenience or safety of other tenants in the Building.

         13. No additional locks or bolts of any kind shall be placed upon any
of the doors, nor shall any changes be made in locks or the mechanism thereof.
Each tenant must, upon, the termination of its tenancy, return to Landlord all
keys of stores, offices and toilet rooms, either furnished to, or otherwise
procured by, such Tenant.

         14. All removals from the Building, or the carrying in or out of the
Building or from the premises demised to any tenant, of any safes, freight,
furniture or bulky matter of any description must take place at such time and in
such manner as Landlord or its agents may determine, from time to time. Landlord
reserves the right to inspect all freight to be brought into the Building and to
exclude from the Building all freight which violates any of the Rules and
Regulations or the provisions of such tenant's lease.

         15. No tenant or occupant shall engage or pay any employees in the
Building or the Property, except those actually working for such tenant or
occupant in the Building or the Property, nor advertise for day laborers giving
an address at the Building or the Property.

         16. No tenant or occupant shall purchase lighting maintenance, cleaning
towels or other like service, from any company or person not approved in writing
by Landlord.

         17. Landlord shall have the right to prohibit any advertising by any
tenant or occupant which, in Landlord's opinion, tends to impair the reputation
of the Building or the Property or its desirability as a building for offices,
and upon notice from Landlord, such tenant or occupant shall refrain from or
discontinue such advertising.

         18. Each tenant, before closing and leaving the premises demised to
such tenant at any time, shall see that all entrance doors are locked and all
electrical equipment and lighting fixtures are turned off. Corridor doors, when
not in use, shall be kept closed.

         19. Each tenant shall, at its expense, provide artificial light in the
premises demised to such tenant for Landlord's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.

         20. No premises shall be used, or permitted to be used for lodging or
sleeping, or for any immoral or illegal purposes or in any matter that, in
Landlord's reasonable business judgment, threatens the safety of the Building or
the tenants of the Building and their employees invitees. In addition, each
tenant shall maintain its furniture, fixtures and equipment within its premises
in a manner that presents a pleasant appearance both in daylight and nighttime
from the surrounding streets and roadways.

         21. The requirements of tenants will be attended to only upon
application at the management office of Landlord. Building employees shall not
be required to perform, and shall not be requested by any tenant or occupant to
perform, and work outside of their regular duties, unless under specific
instructions from the office of Landlord.

         22. Canvassing, soliciting and peddling in the Building or the Property
are prohibited and each tenant and occupant shall cooperate in seeking their
prevention.



                                      45-
<PAGE>   50
         23. There shall not be used in the Building, either by any tenant or
occupant or by their agents or contractors, in the delivery or receipt of
merchandise, freight or other matter, any hand trucks or other means of
conveyance except those equipped with rubber tires, rubber side guards and such
other safeguards as Landlord may require.

         24. If the premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved in writing by Landlord.

         25. No premises shall be used, or permitted to be used, at any time, as
a store for the sale or display of goods, wares or merchandise of any kind, or
as a restaurant, shop, booth, bootblack or other stand, or for the conduct of
any business or occupation which predominantly involves direct patronage of the
general public in the premises demised to such tenant, or for manufacturing or
for other similar purposes.

         26. No tenant shall clean any window of the Building from the outside.

         27. No tenant shall move, or permit to be moved, into or out of the
Building or the premises demised to such tenant, any heavy or bulky matter,
without the specific approval of Landlord. If any such matter requires special
handling, only a qualified person shall be employed to perform such special
handling. No tenant shall place or permit to be placed, on any part of the floor
or floors of the premises demised to such tenant, a load exceeding the floor
load per square foot which such floor was designed to carry and which is allowed
by law. Landlord reserves the right to prescribe the weight and position of
safes and other heavy objects, which must be placed so as to distribute the
weight.

         28. With respect to work being performed by a tenant in its premises
with the approval of Landlord, the tenant shall refer all contractors,
contractors' representatives and installation technicians to Landlord for its
supervision, approval and control prior to the performance of any work or
services. This provision shall apply to all work performed in the Building and
the Property including installation of telephones, telegraph equipment,
electrical devices and attachments, and installations of every nature affecting
floors, walls, woodwork, trim, ceilings, equipment and any other physical
portion of the Building and the Property.

         29. Landlord shall not be responsible for lost or stolen personal
property, equipment, money, or jewelry from the premises of tenants or public
rooms whether or not such loss occurs when the Building or the premises are
locked against entry.

         30. Landlord may permit entrance to the premises of tenants by use of
pass keys controlled by Landlord employees, contractors, or service personnel
directly supervised by Landlord and employees of the United States Postal
Service.

         31. Each tenant and all of tenant's representatives, shall observe and
comply with the directional and parking signs on the property surrounding the
Building, and Landlord shall not be responsible for any damage to any vehicle
towed because of non-compliance with parking regulations.

         32. No tenant shall install any radio, telephone, television, microwave
or satellite antenna, loudspeaker, music system or other device on the roof or
exterior walls of the Building or on common walls with adjacent tenants or in
the Common Areas.

         33. Each tenant shall store all trash and garbage within its premises.
No material shall be placed in the trash boxes or receptacles in the Building or
the Property unless such material may be disposed of in the ordinary and
customary manner of removing and disposing of trash and garbage and will not
result in a violation of any law or ordinance governing such disposal. All
garbage and refuse disposal shall be made only through entryways and elevators
provided for such purposes and at such times as Landlord shall designate.

         34. No tenant shall employ any persons other than the janitor of
Landlord for the purpose of cleaning its premises without the prior written
consent of Landlord.

         35. Each tenant shall give prompt notice to landlord of any accidents
to or defects in plumbing, electrical or heating apparatus so that same may be
attended to properly.

         36. No tenant shall bring onto the Property or into the Building any
pollutants, contaminants, inflammable, gasoline, kerosene or hazardous
substances (as now or later defined under State or Federal law).




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<PAGE>   51
         37. Landlord reserves the right to restrict access to and from the
Building between the hours of 6:00 P.M. and 7:00 A.M. on business days, 12:00
P.M. to 8:00 A.M. on Saturdays, and at all hours on Sundays and holidays.

         38. All tenants and tenants' servants, employees, agents, visitors,
invitees and licensees shall observe faithfully and comply strictly with the
foregoing Rules and Regulations and such other and further appropriate Rules and
Regulations as Landlord or Landlord's agent from time to time adopt. Each tenant
shall at all times keep the premises leased to such tenant, its employees,
agents and invitees under its control so as to prevent the performance of any
act that would damage the Building or its reputation or the premises leased to
such tenant or could injure, annoy, or threaten the security of the other
tenants in the Building or their respective employees, agents or invitees or the
public.

         39. Landlord may deny entrance to the Building and may remove from the
Building any person or persons who appear to be or are intoxicated, or who
appear to be or are under the influence of liquor or drugs, or who are in any
manner violating any of the Building Rules and Regulations, or who present a
hazard or nuisance to any other person. The reasonable costs incurred by
Landlord for security services or other costs reasonably incurred by Landlord to
remove any such persons shall be borne by the tenant whose employees, agents
and/or invitees are so removed.

         40. Landlord shall furnish each tenant, at Landlord's expense, with two
(2) keys to unlock the entry level doors and two (2) keys to unlock each
corridor door entry to each tenant's premises and, at such tenant's expense,
with such additional keys as such tenant may request. No tenant shall install or
permit to be installed any additional lock on any door into or inside of the
premises demised to that tenant or make or permit to be made any duplicate of
keys to the entry level doors or the doors to such premises. Landlord shall be
entitled at all times to possession of a duplicate of all keys to all doors into
or inside of the premises demised to tenants of the Building. All keys shall
remain the property of Landlord. Each tenant shall deliver to Landlord a deposit
in the amount established by Landlord. Any lost key shall be subject to a
replacement charge as established by Landlord from time to time. Upon the
expiration of the Lease Term, each tenant shall surrender all such keys to
Landlord and shall deliver to Landlord the combination to all locks on all
safes, cabinets and vaults which will remain in the premises demised to that
tenant. Landlord shall be entitled to install, operate and maintain security
systems

         41. Each person using the Parking Accommodations or other areas
designated by Landlord where parking will be permitted shall comply with all
Rules and Regulations adopted by Landlord with respect to the Parking
Accommodations or other areas, including any employee or visitor parking
restrictions, and any sticker or other identification system established by
Landlord. Landlord may refuse to permit any person who violates any parking rule
or regulation to park in the Parking Accommodations or other areas, and may
remove any vehicle which is parked in the Parking Accommodations or other areas
in violation of the parking Rules and Regulations. The Rules and Regulations
applicable to the Parking Accommodations and the outside parking areas are as
follows:

                  (a) The maximum speed limit within the Parking Accommodations
shall be 5 miles per hour, the maximum speed limit in other parking areas shall
be 15 miles per hour.

                  (b) All directional signs and arrows must be strictly
observed.

                  (c) All vehicles must be parked entirely within painted stall
lines.

                  (d) No intermediate or full-size car may be parked in any
parking space reserved for a compact car; no bicycle, motorcycle or other two
or three wheeled vehicle, and no truck, van or other oversized vehicle, may be
parked in any area not specifically designated for use thereby.

                  (e) No vehicle may be parked (i) in an area not striped for
parking, (ii) in a space which has been reserved for visitors or for another
person or firm, (iii) in an aisle or on a ramp, (iv) where a "no parking" sign
is posted or to which has otherwise designated as a no parking area, (v) in a
cross hatched area, (vi) in an area bearing a "handicapped parking only" or
similar designation unless the vehicle bears an appropriate handicapped
designation, (vii) in an area bearing a "loading zone" or similar designation
unless the vehicle is then engaged in a loading or unloading function and (viii)
in an area with a posted height limitation if the vehicle exceeds the
limitation.





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<PAGE>   52
                  (f) Parking passes, stickers or other identification devices
that may be supplied by Landlord shall remain the property of Landlord and shall
not be transferable. Landlord may require a deposit for each such pass, sticker
or other identification device. In addition, a replacement charge determined by
Landlord will be payable by each tenant for loss of any magnetic parking card or
parking pass or sticker.

                  (g) Garage managers or attendants shall not be authorized to
make or allow any exceptions to these Rules and Regulations.

                  (h) Each operator shall be required to park and lock his or
her own vehicle, shall use the Parking Facilities at his or her own risk and
shall bear full responsibility for all damage to or loss of his or her vehicle,
and for all injury to persons and damage to property caused by his or her
operation of the vehicle.

                  (i) Landlord reserves the right to tow away, at the expense of
the owner, any vehicle which is inappropriately parked or parked in violation of
these Rules and Regulations.

     42. Landlord reserves the right at any time and from time to time to
rescind, alter or waive, in whole or in part, any of the Building Rules and
regulations when it is deemed necessary, desirable or proper, in Landlord's
judgment for its best interest or of the best interests of the tenants of the
Property.

     43. Landlord has designated the Building a "non-smoking" building in
accordance with the Smoking Pollution Control Ordinance adopted by the City of
Scottsdale, Arizona as set forth in the City of Scottsdale Municipal Code.
Accordingly, smoking of tobacco or any other weed plant is prohibited in the
Building Common Areas, including the Building Lobby, the Building entrances and
exits, including the portions of the Property adjacent thereto, public
corridors, lavatories, elevators and other public areas. Further, smoking of
tobacco or any other weed plant is prohibited on the Property, except in areas
that may be designated, from time to time, by Landlord.

     44. Bicycles, motorcycles and other two or three-wheeled vehicles may only
be stored or parked in areas designated, from time to time, by Landlord.





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<PAGE>   53
Tenant hereby acknowledges receipt of the Building Rules and Regulations.


LANDLORD:                             TENANT:

SUN LIFE ASSURANCE COMPANY OF         ELECTRONIC ACCESSORY SPECIALISTS
CANADA, a Canadian corporation        INTERNATIONAL, INC., a Delaware
                                      corporation dba Mobility Electronics


By:  /s/  George M. Collins           By: /s/ J. LaMont Hall
                                              J. LaMont Hall
Name:     George M. Collins                   Controller

Its:      for PRESIDENT

By:  /s/  John G. Muluihil

Name:     John G. Muluihil

Its:      for SECRETARY























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