<PAGE>

                                                                   EXHIBIT 10.11

                                 Landing Center

                                 Lease Agreement

                             Property Reserve, Inc.
                                    Landlord

                         Flow International Corporation
                                     Tenant

<PAGE>

                            Index to Lease Agreement
                                       for
                                 Landing Center

                                                                            Page
                                                                            ----

Specific Lease Provisions
         1.    Leased Premises.................................................4
         2.    Term............................................................4
         3.    Rental Payment..................................................4
         4.    Operating Expenses..............................................5
         5.    Security Deposit................................................7
         6.    Proposed Use....................................................7
         7.    Improvements....................................................7
         8.    HVAC Major Repair and Replacement...............................7
         9.    Service and Repairs.............................................8
         10.   Parking.........................................................9
         11.   Option to Renew.................................................9
         12.   Lease Cancellation..............................................9
         13.   Broker's Commission.............................................9
         14.   Graphics........................................................9
         15.   Tenant's Notice Address.........................................9
         16.   Exhibits........................................................9

Exhibit A, General Lease Provisions
         1.    Abandonment.....................................................1
         2.    Assignment of Sublease..........................................1
         3.    Attorney's Fees.................................................2
         4.    Binding.........................................................2
         5.    Care of Leased Premises.........................................2
         6.    Choice of Law...................................................3
         7.    Common Areas - Utility Access ..................................4
         8.    Condition of Premises...........................................4
         9.    Damage to Lease Premises........................................4
         10.   Damage or Destruction - Tenant's Election to terminate..........4
         11.   Damage Near End of Term.........................................5
         12.   Events of Default by Tenant.....................................5
         13.   Defects.........................................................6
         14.   Eminent Domain..................................................6
         15.   Entire Agreement................................................7
         16.   Estoppel Certificate............................................7
         17.   Force Majeure...................................................8
         18.   No Hazardous Substances Allowed.................................8
         19.   Hold Harmless...................................................9
         20.   Holding Over...................................................10
         21.   Improvements, Alterations, and Additions.......................10
         22.   Inconvenience Damage...........................................11

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         23.   Insurance by Landlord..........................................11
         24.   Insurance by Tenant............................................11
         25.   Laws, Ordinances, Regulations, and Americans with
                  Disabilities  Act...........................................11
         26.   Lease Memorandum...............................................12
         27.   Limitation of Landlord's Liability.............................12
         28.   Name of Project................................................12
         29.   No Joint Venture...............................................12
         30.   Notices........................................................12
         31.   Occupancy Delay................................................13
         32.   Peaceful Enjoyment.............................................13
         33.   Personal Property Tax..........................................14
         34.   Prohibited Activities..........................................14
         35.   Relocation.....................................................14
         36.   Repairs and Inspection Entry...................................14
         37.   Reservations by Landlord.......................................14
         38.   Rules and Regulations..........................................15
         39.   Sales Tax......................................................15
         40.   Severability...................................................15
         41.   Services Interruption..........................................15
         42.   Subordination to Mortgages.....................................16
         43.   Successors and Assigns.........................................16
         44.   Tenant to Keep the Leased Premises Lien Free...................17
         45.   Tenant's Property..............................................17
         46.   Tenant's Request...............................................17
         47.   Tenant's Right to Audit........................................17
         48.   Time is of the Essence.........................................18
         49.   Total Destruction..............................................18
         50.   Waiver.........................................................18
         51.   Waiver of Jury Trial...........................................18
         52.   Waiver of Time Limitations.....................................18
         53.   Waiver of Subrogation..........................................19

Exhibit A, General Lease Provisions
Exhibit B, Description of the Demised Premises _________________________
Exhibit C, Tenant Improvements
Exhibit D, Rules and Regulations

                                       3

<PAGE>

                                 LANDING CENTER

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT made and entered into this ___ day of January,
2003 between PROPERTY RESERVE, INC. (herein_______________________ to as
"Landlord"), whose address for purpose hereof is c/o Norris, Beggs & Simpson,
777 108th Avenue NE, Suite 103, Bellevue, Washington
98004-5121 and FLOW INTERNATIONAL CORPORATION (hereinafter referred to as
"Tenant"), whose address for purposes hereof is 23500 64th Avenue South,
Kent, Washington 98032.

This LEASE AGREEMENT consists of the SPECIFIC LEASE PROVISIONS written
here below, the GENERAL LEASE PROVISIONS attached hereto as Exhibit "A," and all
other EXHIBITS attached hereto. In the event there is a conflict between the
SPECIFIC LEASE PROVISIONS and the GENERAL LEASE PROVISIONS, the SPECIFIC LEASE
PROVISIONS shall prevail.

                            SPECIFIC LEASE PROVISIONS

     1. Leased Premises. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, subject to the terms and conditions of this Lease
Agreement, those certain premises hereinafter described, and referred to the
"Leased Premises" located in the project commonly referred to as Landing Center
(hereinafter referred to as the "Project") and the building within the Project
commonly referred to as the Flow Building (hereinafter referred to as the
"Building") consisting of approximately 140,000 rental square feet and located
at 23500 64th Avenue South, Kent, Washington 98032, together with right in
common with others to the use of any and all common entrance ways, lobbies,
restaurants, elevators, drives, parking areas, stairs and other similar access
and service ways and common areas in or adjacent to and used in common
with the building of which said Leased Premises are a part. The Leased Premises
are described below and reflected on the plan attached hereto and made a part
hereof as Exhibit "B."

     2. Term. Subject to and upon the term and conditions set forth herein, this
Lease Agreement shall continue in force for a term of 120 months, beginning on
the 1st day of January, 2003, ("Beginning Date") and ending on the 21st day of
December, 2012 ("Expiration Date").

     3. Rental Payment.

     a. Tenant shall pay to Landlord on the first day of each month during the
term of this Lease Agreement in legal tender of the United States of America,
without prior notice or demand and without any offset or deduction
whatsoever, at the office of the Landlord, or at such place or to such
property manager as Landlord may from time to time designate in writing, rental
comprised of both Base Rental ("Base Rental") described be1ow and Additional
Rent ("Additional Rent") as hereinafter described. Base Rental and Additional
Rent are sometimes referred to hereafter as Rent ("Rent").

                                       4

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          b. Tenant agrees that if any rental payment or other money due
hereunder from Tenant to Landlord remains unpaid five (5) calendar days after
said amount is due, a late charge shall be paid to Landlord by Tenant in the
amount of the greater of five (5%) percent of such payment due or two hundred
fifty dollars ($250.00) provided that in no event shall such charge be greater
than that permitted by law. Tenant agrees that such amount is a reasonable
estimate of Landlord's collection and administration expenses.

          c. Base Rental is:

             Months 1-12              $25,760/NNN
             Months 13-36             $64,400/NNN
             Months 37-72             $68,600/NNN
             Months 73-84             $71,400/NNN
             Months 85-96             $72,800/NNN
             Months 97-108            $75,600/NNN
             Months 109-120           $78,400/NNN

     4. Operating Expenses. Tenant shall also pay as Additional Rent, the
following Operating Expenses of the Project and/or Building.

          a. Tax and Insurance Expenses.

               i. Tenant agrees to pay, as additional Rent, Tax and Insurance
Expenses. Prior to the commencement of the Lease at least annually during the
Leases Term, Landlord will deliver to Tenant a written estimate of the Tax and
Insurance Expenses for the building in which the Leased Premises are located the
monthly Base Rental shall be increased by one-twelfth (1/12) of said estimated
additional Rent. In the case of a multi-building Project, if such Tax and
Insurance Expense are not separately assessed against the Building but are
assessed against the Project as a whole. Landlord shall determine the portion of
such Taxes and Insurance Expenses allocable to the Building in which the Leased
Premises are located. Landlord will review and challenge, if necessary, property
tax assessments allocable to the Leased Premises. Tenant may request Landlord to
perform a subsequent review if Tenant disputes Landlord's determination not to
appeal a particular assessment.

               ii. Tax and Insurance Expense shall mean: (A) all ad_valorem,
rental, sales, use, and other taxes (other than Landlord's income taxes),
special assessments and other governmental charges, and all assessments
________________ deed restrictions and/or owner's associations which accrue
against the Project during _________________ of this Lease and (B) all insurance
premiums paid by Landlord with respect to the Project including, without
limitation public liability, casualty, rental, and property damage insurance.

          b. Common Area Maintenance.

               i. Tenant agrees to pay as additional Rent, the Common Area
Maintenance Expenses. Prior to the commencement of the Lease, and at least
annually during the Lease Term, Landlord will deliver to Tenant a written
estimate of the Common Area Maintenance Expenses for the building in which the
Leased Premises are located, and Tenant's

                                       5

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proportionate share, and the monthly Base Rental shall be increased by
one-twelfth (1/12) of said estimated Additional Rent. In the case of a
multi-building Project, if such Common Area Maintenance is not separately
assessed against the _________ but are assessed against the Project as a whole,
Landlord shall determine the portion of such Common Area Maintenance allocable
to the Building in which the Leased Premises are located.

               ii. Common Area Maintenance shall mean all expenses incurred by
Landlord for the maintenance, repair, and operation of the Project (excluding
only structural soundness of the roof, foundation, and exterior walls),
including but not limited to management fees, common area utilities, maintenance
and repair, mechanical systems (if Landlord provide maintenance services),
system surveys, supplies, material water and sewer, common area janitorial
services, exterior lighting maintenance, maintance of elevators, where
applicable, and mechanical systems, supplies, maintenance, ____________ tools
used in Project, landscaping, trash, security, wages and fringe benefits
payable, to employees of Landlord whose duties are connected with the operation
and maintenance of the Project but only to the extent that they are working on
the operation or maintenance of the Project, amounts paid to contractors or
subcontractors for work or services performed in in __________ with the
operation and maintenance of the Project, all services, supplies, repairs,
____________ other expenses for maintaining, repairing and operating the Project
including, without __________, common areas and parking areas and roof, exterior
walls and foundation work that is not related to structural soundness. It shall
include landscape maintenance, landscape irrigation repairs, pest and rodent
control, parking lot repairs and maintenance, parking lot sweeping _________
lighting, exterior signage and roof repair and maintenance. Common Area
Maintance does not include the cost of any capital improvement to the Project
other than ___________ amortized cost of capital improvements which result in
the reduction of insurance or Common Area Maintenance Expenses. Further, Common
Area Maintenance shall not include repair, restoration or other work occasioned
by fire, windstorm or other casualty with respect to which Landlord actually
receives insurance proceeds, income and franchise __________ Landlord, expenses
or commissions incurred in procuring and leasing to tenants, or ____________
renovating of space for new tenants, interest or principal payments on any
mortgage or other indebtedness of Landlord, compensation paid to any employee of
Landlord above the grade of building superintendent, or depreciation allowance
or expense.

          c. Annual Statement. A _____________ the actual Tax and Insurance and
the actual Common Area Maintenance Expenses thereafter referred to as the
"Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after
any calendar year in which Additional Rent was paid by or due from or due from
Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such
Statement of Actual _____________ Tenant shall pay Landlord the amount of any
Additional Rent shown on such _______________ such State rent shows that Tenant
has paid more than the amount of Additional Rent actual due from Tenant for the
preceding calendar year, and if Tenant is not in default under __________
Agreement, Landlord shall credit the amount of such excess to the next
Additional Rent payment due from Tenant.

          d. Proration

               i. If the Commencement Date of this Lease is a day other than the
first day of a month, or if the Termination Date of this Lease is a day other
than the last day of a month, the amount of Additional Rent shown as due by
Tenant on the Statement of Actual

                                       6

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Adjustment shall reflect a proration based on the ratio of the number of days
this Lease was in effect during the month to the actual number of days in the
month.

               ii. If any data necessary to calculate Additional Rent are
unavailable so that the calculation cannot be timely made, Landlord's estimate
shall be used in lieu thereof.

               iii. If the term of this Lease Agreement expires on other than
the last day of a calendar year, then the Tenant's Share of the Estimated
Operating Expenses and Actual Operating Expenses shall be prorated for said
year. If the Lease Agreement shall expire or other wise terminate with any
operating expenses owed by the Tenant, Tenant shall immediately pay the balance
due. Landlord shall pay any refund due Tenant. The provisions of this paragraph
shall survive the termination of the Lease Agreement.

          e. Landlord's Rights. The failure of Landlord to exercise its rights
hereunder to estimate Additional Rent and to require payment of such shall not
constitute a waiver of Landlord's rights which rights may be exercised from time
to time at Landlord's discretion.

          f. Tenant's Additional Cost. If the ______ of Tenant's business or use
of the Leased Premises is such that additional costs are incurred by Landlord
for cleaning, sanitation, trash collection or disposal services, Tenant agrees
to pay as Additional Rent to Landlord the amount of such additional costs upon
demand.

     5. Security Deposit. Tenant has paid to Landlord as holdover rent the sum
of Eighty-One Thousand Five Hundred Fifty-Eight Dollars and Seventy-Five Cents
($81,558.75). Such amount shall be treated as a security deposit, shall not earn
interest for Tenant and shall be used for the purposes set forth in the General
Provisions attached hereto. Provided that Tenant has not been in default of the
Lease Agreement, the deposit shall be applied to the 25th month of rent due
under the Lease and any remaining balance in excess of such monthly rent shall
be refunded to Tenant at the time such 25th month of rent is due.

     6. Proposed Use. Tenant represents, covenants, and warrants that the Leased
Premises will be used lawfully for the following purposes and for no other
purposes: manufacturing, warehousing, storage, and distribution of high pressure
cutting, cleaning and food safety equipment and industrial automation and
_______ equipment, and administrative offices, research and development
facilities, demonstration laboratories.

     7. Improvements. Landlord's obligation to construct and install tenant
improvements (sometimes called "Improvement Items" herein) in the Leased
Premises is set forth in Exhibit "C" hereto. Landlord agrees to ______ these
improvements to the Leased Premises by February 1, 2005, provided Tenant has not
been in default on any rent payment under the terms of the Lease Agreement. The
estimated cost for installation of these improvements, space planning,
construction drawings and permits, and construction management fees is
$314,875.00.

     8. HVAC Major Repairs and Replacement. The Landlord shall be responsible
for any major repairs or replacement of any HVAC units during the term of the
lease. Major repairs will be defined as repairs costing in excess of one-third
of the replacement cost of the unit in

                                       7

<PAGE>

question. The determination of whether a unit requires replacement or major
repair will be made by a licensed mechanical contractor acceptable to both
parties.

     9. Service and Repairs.

          a. Utilities. Tenant shall pay for all gas, electricity, water, sewer,
and telephone service utilized in the operations of Tenant's business. Landlord
further reserves the right to have separate meters installed for any of these
services. Water and sewer are part of the common area charges of which Tenant
shall pay its pro rata share to the extent that it is not separately metered.

          b. Lighting. Tenant agrees, at its expense, to maintain and replace
lamps, bulbs, starters and ballasts.

          c. HVAC Maintenance. By signing this Lease Agreement Tenant shall, at
its own cost and expense, enter into a regularly scheduled preventative
maintenance/service contract for servicing all heating and air-conditioning
systems and equipment servicing the Leased Premises. The maintenance contractor
and the contract must be approved by Landlord, which approval shall not be
unreasonably withheld. The service contract must include all services suggested
by the equipment manufacturer within the operation/maintenance manual and must
become effective (and a copy be delivered to Landlord) within thirty (30) days
of the effective date of this Lease Agreement. If the Tenant fails to enter into
such service contract as required, Landlord shall have the right to do so on
Tenant's behalf and Tenant agrees to pay Landlord the cost and expense of same
upon demand.

          d. Routine Maintenance. Landlord shall provide only routine
maintenance, and painting to the structure, and electric lighting service for
all public areas and special service areas of the Project in the manner and to
the extent reasonably deemed by Landlord to be standard.

          e. Repairs by Tenant. The Tenant will keep, maintain and preserve the
Leased Premises in good condition. When and if needed, at the Tenant's sole cost
and expense, the Tenant will make all interior repairs and replacements
including but not limited to interior walls, doors and windows, floors, floor
coverings, light __lbs, plumbing fixtures, heating/air conditioning systems,
except as outlined above, hot _____ systems, and electrical fixtures. Tenant
shall also make all repairs and replacements to Tenant's overhead garage and
exterior pedestrian doors. The Tenant will also repair and replace _ its sole
cost and expense any broken windows and/or damage to the building or Premises
caused by the Tenant or its employees, agents, guests or invitees during the
Lease term hereof.

          If Tenant fails to make such repairs or replacements promptly,
Landlord may, at its option, make such repairs or replacements, and Tenant shall
repay the cost thereof to the Landlord as Additional Rent on demand. However,
Tenant shall not suffer any repair work costing over $5,000 to be performed by
Tenant or Tenant's agents without Landlord's prior written consent.

          f. Additional Services. In the event Tenant desires any of the
aforementioned services in amounts in excess of those deemed by Landlord to be
Project

                                       8

<PAGE>

standard, and in the event Landlord elects to provide such additional services,
Tenant shall pay Landlord as Additional Rent hereunder the cost of providing
such additional services.

     10. Parking. Tenant shall have exclusive use of approximately 223
unassigned parking spaces at the Project, which may be modified if the City of
Kent parking requirements are revised.

     11. Option to Renew. Tenant shall be granted two (2), five (5) year options
at future market rates, but not less than the rent payable in Year 10 as
outlined above, provided that Tenant has not been in default during the term of
the Lease. Tenant shall provide Landlord one hundred eighty days (180) written
notice of its intent to exercise this option.

     12. Lease Cancellation. Provided that Tenant has not been in default during
the term of the Lease, Tenant will be granted a one-time right to cancel the
Lease in the sixtieth (60) month of the Lease Term by providing nine (9) months'
prior written notice. The cancellation penalty shall be equal to any unamortized
tenant improvements, unamortized broker commissions and three months' rent. The
cancellation penalty will be paid in full and accompany Tenant's written notice
of cancellation as outlined herein.

     13. Broker's Commission. Landlord acknowledges that Tenant has entered into
an agreement with a broker for representation in connection with this Lease
Agreement. Landlord agrees that it recognizes Puget Sound Properties as Tenant's
sole representative and that Landlord will pay to Puget Sound Properties a
market lease renewal brokerage commission of three percent (3%) of the net lease
consideration for years one through five of the Lease Term, and one and
one-quarter percent (1.25%) for years six through ten of the Lease Term. Tenant
agrees to indemnify Landlord against and to hold Landlord harmless from, all
liabilities arising as a result of a claim brought against Landlord for any
other broker's commission or fee based on an agreement between Tenant and the
claimant.

     14. Graphics. Landlord, at Tenant's cost, shall provide and install one
sign complying with the sign criteria of the Landlord. Sign to be installed
within sixty days of the signing of this Lease Agreement. All graphics of
Tenant, visible in or from public corridors or the exterior of the Leased
Premises, shall require Landlord's prior written approval. All of the above
shall be in accordance with the Project's Rules and Regulations.

     15. Tenant's Notice Address.

          Flow International Corporation
          23500 64th Avenue South
          Kent, WA 98032

     16. Exhibits. The following exhibits are attached hereto and pertain to
this Lease Agreement:

          1.   Exhibit A General Lease Provisions
          2.   Exhibit B Description of the Demised Premises
          3.   Exhibit C Improvement Items
          4.   Exhibit D Rules and Regulations

                                       9

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Lease Agreement the day and
year first above written.

AGREED and ACCEPTED                      AGREED and ACCEPTED
LANDLORD:                                TENANT
PROPERTY RESERVE, INC.                   FLOW INTERNATIONAL
                                         CORPORATION


By: /s/ Mark B. Gibbons                  By: /s/ Stephen R. Light
    ---------------------------              -----------------------------------
Its: Mark B. Gibbons, President              Stephen R. Light
Date:                                        President & Chief Executive Officer
     --------------------------          Date: ______uary 30, 200_

                                       10

<PAGE>

STATE OF WASHINGTON   )
                      ) ss   TENANT
COUNTY OF KING        )

I certify that I know that Stephen R. Light signed this instrumentation oath
stated that he was authorized to execute the instrument, and acknowledged it as
the President and Chief Executive Officer of Flow International Corporation to
be the free and voluntary _____ _____ party for the uses and purposes mentioned
in the instrument.

Dated: January 30, 2003


                                       /s/ Jean G Balton
                                       -----------------------------------------
                                       Notary Public for the State of Washington
                                       Residing at King _________, Washington

[Seal]

STATE OF UTAH         )
                      ) ss   LANDLORD
COUNTY OF SALT LAKE   )

I certify that I know or have satisfactory evidence that Mark B. Gibbons signed
this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the President of Property Reserve Inc. to be
the free and voluntary act of such party for the uses and purpose mentioned in
the instrument.

Dated: Feb. 3, 2003


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public for the State of Utah
                                       Residing at ____________

[Seal]

-----------------------------
COSETTE SNARR
NOTARY PUBLIC . STATE OF UTAH
10 E South Temple, Ste 400
Balt Lake City, UT 84133-1101
My Comm. Exp. 11-29-2004
-----------------------------

                                       11

<PAGE>

                                   EXHIBIT "A"

                            GENERAL LEASE PROVISIONS

     These following General Lease Provisions shall become effective when
attached to the signed Lease Agreement containing the Specific Lease Provisions
and shall, together with the Exhibits, form the Lease Agreement.

     1. Abandonment. Tenant shall not vacate nor abandon the Leased Premises at
any time during the term of this Lease Agreement, nor permit the Leased Premises
to remain unoccupied for a period longer than fifteen (15) consecutive days
during the term of this Lease Agreement. If Tenant vacates the Leased Premises
but continues to pay all sums due hereunder and otherwise complies with the
terms hereof, it shall not be considered abandonment.

     2. Assignment or Sublease. Tenant sha11 not, either voluntarily or by
operation of law, assign, encumber, pledge, or otherwise transfer or hypothecate
all or any part of Tenant's leasehold estate hereunder, or permit the Leased
Premises to be occupied by anyone other than Tenant or Tenant's employees, or
sublet the Leased Premises ____ any portion thereof, without Landlord's prior
written consent in every instance. Tenant shall give Landlord written notice of
such desire at least thirty (30) days in advance of the date on which Tenant
desires to make such assignment or sublease, which notice shall include the
name, address, evidence of financial capability, and other pertinent information
regarding the proposed assignee or sublessee. Landlord agrees to cooperate with
Tenant in satisfying _______ interest requirements of its existing lenders.

          a. No assignment or subletting by Tenant shall relieve Tenant of any
obligations under this Lease Agreement. If Tenant is a partnership, a withdrawal
of or change in partners, in one or more transfers, owning more than a fifty
percent(50%) interest in the partnership, shall constitute a voluntary
assignment and shall __ subject to be provisions of this section. If the Tenant
is a corporation (excluding any corporation whose stock is traded on NASDAQ), a
transfer of fifty percent (50%) or more of the corporation's stock in one or
more transfers to a single party and/or its affiliates, or a change in the
control of such company, unless the transfer of stock or control is to a
corporation whose net worth exceeds $50,000,000 and which has a long term debt
to equity ratio or less than ________ deemed for the purposes hereof to be an
assignment of this Lease, and shall be subject to the provisions of this
section.

          b. In the event Tenant shall propose to a _____ or sublet the Leased
Premises and request the consent of Landlord to any assignment or _______, or if
Tenant shall request consent of Landlord to any other act Tenant _________ _____
____ provided, then Tenant shall pay Landlord's reasonable attorney's fees
incurred in connection therewith. Any assignment or subletting shall not relieve
Tenant from responsibility under the Lease Agreement, and Tenant

                                                                               1

<PAGE>

shall therefore remain liable for the faithful performance of the Lease
Agreement in case of breach or default by assignee or sublessee.

          c. If the proposed Base Rental between Tenant and any Sublessee is
greater the Base Rental of this lease, then fifty percent (50% of _____ excess
renta1 shall be deemed Additional Rent owed by Tenant to Landlord.

          d. Tenant shall not publicly advertise the Rent for which Tenant is
willing to sublet the space; and all public advertisements of the assignment of
the Lease Agreement or sublet of Leased Premises, or any portion thereof, shall
be subject to prior approval in writing by Landlord.

          e. In any assignment or transfer each assignee or transferee, other
than Landlord, shall assume, as provided herein, all obligations of the Tenant
under this Lease Agreement which relate to all or a portion of the Leased
Premises assigned or sublet, as the case may be, and shall be and remain liable
jointly and severally with Tenant for the payment of the Rent and for due
performance of all the terms, convenants, conditions and agreements herein
contained on Tenant's part to be performed during the term of this Lease
Agreement.

          f. No consent by Landlord to assignment or subletting by Tenant shall
relieve Tenant of any obligation to be performed by the Tenant under this Lease
Agreement, whether accruing before or after such assignment of subletting,
unless granted by Landlord to Tenant in writing. The consent by Landlord to any
assignment or subletting shall not relieve Tenant from the obligation to obtain
Landlord's express written consent to any other assignment or subletting. Any
assignment or subletting which is not in compliance with this Lease Agreement
shall be void, and, at the option of Landlord shall constitute a material
default by Tenant under this Lease Agreement.

     3. Attorney's Fees. In the event either party ________ the enforcement of
this Lease Agreement, or any part thereof, or the collection of any _________,
or to become due hereunder, or recovery of the possession of the Leased Premises
__ the ___ of an attorney, or files suit upon the same, the nonprevailing (or
defaulting) party shall pay to other party's reasonable attorney's fees and
court costs, in any proceeding, whether _____, or appeal therefrom, or on any
petition for review, or in bankruptcy.

     4. Binding. Each individual executing ______ Agreement on behalf of Tenant
and Landlord represents and warrants that he/she __ duly authorized to execute
and deliver this Lease Agreement on behalf of Tenant and Landlord, and t__, this
Lease Agreement is binding upon each in accordance with its terms. This Lease
Agreement shall not be considered binding until it has been fully executed by
Landlord and Tenant.

     5. Care of Leased Premises. Tenant shall not commit or allow any waste or
damage to be committed on any portion of the Leased Premises. Tenant shall not
permit the Leased Premises to be used for any purpose other than stated in the
Lease Agreement.

                                                                               2

<PAGE>

          a. No later than the last day of the Term, Tenant will remove all
Tenant's personal property and repair all damage done by or in connection with
installation or removal of said property and surrender the Leased Premises
(together with all keys, access cards, or entrance passes to the Leased
Premises and/or the Project) in as good a condition as they were at the
beginning of the Term, reasonable wear and tear, unrepaired casualty not caused
by Tenant, and condemnation excepted. All property of Tenant remaining in the
Leased Premises after surrender of the Leased Premises by Tenant shall be
deemed conclusively abandoned and may be removed by Landlord, and Tenant
shall reimburse Landlord for the ____ ____ of removing the same, subject,
however, to Landlord's right to require Tenant to remove any improvements
or additions made to the Leased Premises by Tenant pursuant to this
Lease Agreement.

          b. In doing any work related to the installation of Tenant's
furnishings, fixtures, or equipment in the Leased Premises, Tenant, will ____
only contractors or workmen consented to by Landlord in writing prior to the
time such work is commenced. Landlord may condition its consent upon its receipt
of evidence of workers compensation insurance acceptable lien waivers from such
contractors or workmen. Tenant shall promptly remove any lien or claim of lien
for material or labor claimed against the Leased Premises or Project, or both,
by such contractors or workmen, if such claim should arise, and hereby
indemnifies and holds Landlord harmless from and against any and all loss, cost,
damage, expense, or liabilities including, but not limited to, attorney's fees
incurred by Landlord as a result of __ in any way related to such claims or such
liens.

          c. Tenant agrees that all personal property brought into the Leased
Premises by Tenant, its employees, licensees, and invitees shall be at the sole
risk of Tenant, and Landlord shall not be liable for theft thereof or of money
deposited therein or for any damages thereto, such theft or damage being the
sole responsibility of Tenant.

          d. Upon termination of this Lease Agreement Landlord shall have the
right to reenter and resume possession of the Leased Premises. Landlords costs
of post termination cleanup required to return the Leased Premises to as good a
condition as existed at time of commencement of the Lease Agreement, with normal
wear and tear excepted, shall be billed to and promptly paid by Tenant.

     6. Choice of Law. All rights and remedies of Landlord and Tenant under this
Lease Agreement shall be cumulative and none shall exclude any other rights or
remedies allowed by law. All of the terms hereof shall be construed and enforced
according to the laws of the State in which the Leased Premises are located.

     7. Common Areas--Utility _________. Premises shall include the appurtenant
right to use, in common with others, the lobbies, entrances, stairs, elevators,
restrooms, and other public portions of the Project. Landlord retains the right
to make changes in the common areas as it solely deems be in the best interest
of the Project. All of the outside

                                                                               3

<PAGE>

walls and windows of the Leased Premises, and any space in the Leased Premises
used for shafts, stacks, pipes, conduits, ducts, and electric or other
utilities, custodial sinks or other Project facilities, are part of the rentable
area of the Leased Premises; however, the right to the use thereof and access
thereto through the Leased Premises for the purposes of operation, maintenance,
and repair, are reserved to Landlord.

     8. Condition of Premises. Tenant's taking possession of the Leased Premises
shall be deemed conclusive evidence that, as of the date of taking possession,
the Leased Premises are in good order and satisfactory condition. No promise of
Landlord to alter or remodel, repair, or improve the Lease Premises or the
Project, and no representation, express or implied, respecting any matter or
thing relating to the Leased Premises, the Project or this Lease Agreement,
including, without limitation, the condition of the Leased Premises, has been
made to Tenant by Landlord other than as may he contained herein or in a
separate Exhibit or Addendum attached to this Lease Agreement and incorporated
herein or separately signed by Landlord and Tenant.

     9. Damage to Leased Premises. If all or a portion of the Leased Premises
are rendered untenantable by damage from any casualty insured against under a
standard fire and extended coverage insurance policy, the damage shall be
repaired forthwith by and at the expense of Landlord, provided such repairs can
be, in Landlord's reasonable opinion, completed within one hundred twenty (120)
days after notice to Landlord of the occurrence of such damage, without the
payment of repair, overtime or other premiums. Except as set forth herein below,
until such repairs are completed, the rent shall be abated in proportion to the
part of the Leased Premises which is unusable by Tenant in the conduct of its
business. Should the damage be caused by a casualty not insured against under a
standard fire and extended coverage insurance policy, Landlord shall have no
obligation to repair or rebuild Should Landlord elect not to repair or rebuild,
this lease may be terminated by thirty (30) days' notice to tenant. There shall
be no abatement of rent by reason of any portion of the Leased Premises being
unusable for a period of less than two days. Landlord's opinion as to
completion date of any repair shall be given to Tenant in writing within thirty
(30) days of the occurrence of the damage.

     10. Damage or Destruction --Tenant's Election to Terminate. In case of any
significant damage or destruction mentioned herein, which Landlord is required
or undertakes to repair as provided herein, Tenant may terminate this Lease
Agreement by written notice to Landlord any time prior to completion of the
required repair if Landlord has not restored and rebuilt the Leased Premises
(exclusive of any property of Tenant or improvements installed by Tenant located
therein) to substantially the same condition as existed immediately prior to
such damage or destruction within one hundred twenty (120) days after notice to
Landlord of the occurrence of such damage or destruction, unless Landlord may
have been delayed in doing so by acts of God, adjustment of insurance, labor
trouble, governmental controls, unavailability of materials, or any other cause
beyond Landlord's reasonable control, but in no event shall the repair period
exceed a total of one hundred and eighty (18O) days.

                                                                               4

<PAGE>

     11. Damage Near End of Term. Notwithstanding anything to the contrary
contained in this Lease Agreement, Landlord shall not have any obligation
whatsoever to repair, reconstruct, or restore the Leased Premises or the Project
when such damage occurs during the last twelve (12) months of the Lease term or
any extension thereof, and when the cost of repair exceeds twenty percent (20%)
of the value of the Leased Premises or the Project.

     12. Events of Default by Tenant. The following shall constitute events of
default by Tenant: (a) 1f Tenant shall fail to make any payment due under this
Lease Agreement, and such failure shall continue for ten (10) days after written
notice by Landlord; (b) if a default exists in the performance of any of the
other covenants or conditions which Tenant is required to observe and to
perform, and such default shall continue for twenty (20 days after written
notice by Landlord; (c) if the interest of Tenant under this Lease Agreement is
levied upon, or is under execution or other legal process, or if any petition
shall be filed by or against Tenant to declare Tenant as bankrupt or to delay,
reduce, or modify Tenant's debts or obligations; (d) if any petition shall be
filed or other action taken to reorganize or modify Tenant's capital structure
if Tenant be a corporation or other entity; (e) if Tenant is declared insolvent,
or if any assignment of Tenant's property is made for the benefit of creditors
or if a receiver or trustee is appointed for Tenant or its property; (f) if
Tenant vacates or abandons the Leased Premises, as defined above, during the
term of this Lease Agreement or any extensions thereof; or (___ if Tenant makes
any transfer of any interest in the Leased Premises not in accordance with the
requirements of this Lease Agreement, then Landlord may treat the occurrence of
any one or more of the foregoing events as a breach of this Lease Agreement and
thereupon, at Landlord's option, Landlord shall have one or more of the
following described remedies in addition to all other rights and remedies
provided at law or in equity:

          a. Landlord may terminate this Lease Agreement and forthwith, in
accordance with applicable law, repossess the Leased Premises and remove all
persons or property therefrom, and be entitled to recover as damages a sum of
money equal to the total of (i) the cost of recovering the Leased Premises (ii)
the unpaid rent owed thereon from due date plus interest thereon at the rate of
18% per annum or the maximum rate permitted by applicable law, whichever is
lower, (iii) the present value of the balance of the rent for the remainder of
the term, discounted to the present at 8% per annum, and (iv) any other sum of
money and damages owed by Tenant to Landlord;

          b. Landlord shall also be entitled to terminate Tenant's right of
possession in accordance with applicable law and to repossess the Leased
Premises, without demand or notice of any kind to Tenant, by summary
proceedings, any other applicable action or proceeding, or otherwise, all
without terminating this Lease Agreement, in which event Landlord may, but shall
be under no obligation to, relet the same for the account of Tenant for such
rent and upon such terms as shall be satisfactory to Landlord. None of these
actions will be deemed an acceptance of surrender of the Leased Premises. For
the purpose of such reletting Landlord is authorized to decorate or to make any
repairs, changes, alterations, or additions in or to the Leased Premises that
may be necessary or convenient, and (i) if Landlord shall fail or refuse to
relet the Leased

                                                                               5

<PAGE>

Premises, or (ii) if the same are relet and a sufficient sum shall not be
realized from such reletting, after paying the unpaid Base Rental due hereunder
earned or unpaid at the time of reletting, plus interest thereon at the rate set
forth herein, the cost of recovering possession, and all of the costs and
expenses of such decoration, repairs, changes, alterations, and additions, and
the expense of such reletting, and of the collection of the rent accruing
therefrom to satisfy the payment of the rent provided for in this Lease
Agreement, then Tenant shall pay to Landlord as damages a sum equal to the
amount of the rental reserved in this Lease Agreement for such period or
periods, or if the Leased Premises have been relet, Tenant shall satisfy and pay
any such deficiency upon demand therefor from time to time; and Tenant agrees
that Landlord may file suit to recover any sums falling due under the terms of
this Lease Agreement from time to time on one or more occasions without Landlord
being obligated to wait until expiration of the term of this Lease Agreement and
without barring or affecting in any manner Landlord's right to bring a later
action or actions for further damages; nor shall such reletting be construed as
an election on the part of Landlord to terminate this Lease Agreement unless a
written notice of such intention be given to Tenant by Landlord. Notwithstanding
any such reletting without termination, Landlord may at any time thereafter
elect to terminate this Lease Agreement for such previous breach.

          c. Without prejudice to any other remedy for default, Landlord may
perform any obligation or make any payment required to cure a default by Tenant.
The cost of performance, including attorneys' fees and all disbursements, shall
immediately be paid by Tenant to Landlord upon demand as Additional Rent.

     13. Defects. Tenant agrees to report in writing to Landlord any defective
condition in or about the Leased Premises known to Tenant, and further agrees to
attempt to contact Landlord by telephone immediately in such instance.

     14. Eminent Domain

          a. In the event the Leased Premises are taken pursuant to powers of
eminent domain, all awards for the taking other than awards for interruption of
Tenant's business shall belong solely to Landlord, and Tenant shall make no
claim therefor.

          b. In the event of a partial taking, which does not result in a
termination of this Lease Agreement, rent shall be abated in proportion to the
part of the Leased Premises so made unusable by said partial taking, and any
award for the taking shall belong solely to Landlord.

          c. No temporary taking of the Leased Premises and/or of Tenant's
rights therein or under this Lease Agreement shall terminate this Lease
Agreement or give Tenant any right to any abatement of rent hereunder; and any
award made to Tenant by reason of any such temporary taking shall belong
entirely to Tenant, and Landlord shall not be entitled to share therein. The
Tenant and Landlord will work together to cause the governmental agency

                                                                               6

<PAGE>

responsible for the taking to restore the Leased Premises and Project, after the
taking, to their original condition prior to the taking.

          d. If the whole of the Leased Premises, or so much thereof as to
render the balance unusable by Tenant, shall be taken by any governmental
authority under power of Eminent Domain, this Lease Agreement shall
automatically terminate as of the date of such condemnation, or as of the date
possession is taken by the condemning authority, whichever is earlier. No award
for any partial or entire taking shall be apportioned, and Tenant hereby assigns
to Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof, provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to Tenant for the taking of personal property,
equipment, and fixtures belonging to Tenant and/or for the interruption of or
damage to Tenant's business or for Tenant's unamortized cost of improvements
installed by Tenant and/or the cost of moving and/or the lost value of Tenant's
unexpired Lease Agreement term.

     15. Entire Agreement. This instrument, along with any exhibits and
attachments or other documents affixed hereto or referred to herein, constitute
the entire and exclusive agreement between Landlord and Tenant relative to the
Leased Premises herein described, and this Agreement and said exhibits and
attachments and other documents may be altered and/or revoked only by an
instrument in writing signed by both Landlord and Tenant. Landlord and Tenant
hereby agree that all prior written and oral agreements, understandings and/or
practices relative to the leasing of the Leased Premises are merged in or
revoked by this Lease Agreement.

     16. Estoppel Certificate. Tenant shall at any time and from time to time,
upon not less than ten (10) business days prior written notice from Landlord,
execute, acknowledge and deliver to Landlord or to other parties as Landlord may
direct, a statement in writing, (a) certifying that this Lease Agreement is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease Agreement as so modified is in
full force and effect), the date to which the rental and other charges are paid
in advance, and the amount of the Base Rental, Estimated Operating Expense
Adjustment, and the commencement and termination dates of the Lease Agreement,
and (b) acknowledging 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. Any such statement may be relied upon by any prospective purchaser
or encumbrancer of all or any portion of the real property of which the Leased
Premises are a part. Tenant's failure to deliver such statement within such time
shall be conclusive upon Tenant that: (i) this Lease Agreement is in full force
and effect, without modification except as may be represented by Landlord, (ii)
there are no uncured defaults in Landlord's performance, and (iii) not more than
one month's Base Rental, or Estimated Operating Expense Adjustment installment,
has been paid in advance. If Landlord desires to finance or refinance the
Project, or any part thereof, Tenant agrees to deliver to any lender designated
by Landlord such financial statements of Tenant as Tenant make publicly
available.

                                                                               7

<PAGE>

     17. Force Majeure. Any prevention, delay, or stoppage of work to be
performed by Landlord or Tenant which is due to strikes, labor disputes,
inability to obtain labor, materials, equipment, or reasonable substitutes
therefor, acts of God, governmental restrictions or regulations or controls,
judicial orders, enemy or hostile government actions, civil commotion, fire or
other casualties, or other causes beyond the reasonable control of the party
obligated to perform hereunder, shall excuse performance of the work by that
party for a period equal to the duration of that prevention, delay, or stoppage.
Nothing herein shall excuse or delay Tenant's obligation to pay rent or other
charges under this Lease Agreement, except as otherwise provided in this Lease
Agreement.

     18. No Hazardous Substances Allowed. Tenant shall not cause or permit any
"Hazardous Substances," as defined below, except in amounts as permitted by
law, to be brought upon or kept or used in or about the Premises or the Project
by Tenant, its agents, employees, contractors, or invitees.

          a. Tenant shall at all times and in all respects comply with all
local, state, and federal laws, ordinances, regulations and orders
(collectively, "Hazardous Substances Laws") relating to industrial hygiene,
environmental protection, or the use, analysis, generation, manufacture,
storage, disposal, or transportation of any Hazardous Substances.

          b. As used in this Agreement, the term "Hazardous Substances" means
any hazardous or toxic substances, materials or wastes, including, but not
limited to, those substances, materials, and wastes listed in the United States
Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by
the Environmental Protection Agency as hazardous substances (40 CFR Part 302)
and amendments thereto, or such substances, materials and wastes which are or
become regulated under any applicable local, state or federal law including,
without limitation, any material, waste or substance which is (i) petroleum or
any fraction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv)
defined as a "hazardous waste" under relevant state statutes or any rule
promulgated thereunder, (v) designated as a "hazardous substance" pursuant to
Section 311 of the Clean Water Act, 33, U.S.C. (S)1251, et seq. (33 U.S.C.
(S)1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C.
(S)1317), (vi) defined as a "hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 42 U.S.C. (S)6901, et seq. (42 U.S.C.
(S)6903) or (vii) defined as "hazardous substance" pursuant to Section 101 of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. (S)9601, et seq. (42 U.S.C. (S)9601).

          c. Tenant shall indemnify, defend (by counsel acceptable to Lessor),
protect, and hold harmless Lessor, and each of Lessor's partners, directors,
officers, employees, agents, attorneys, successors, and assigns, from and
against any and all claims, liabilities, penalties, fines, judgments,
forfeitures, losses (including, without limitation), diminution in the value of
the Premises or the Building, damages for the loss or restriction on use of
rentable or usable space or of any amenity of the Premises or the Building,
costs or expenses (including attorneys' fees, consultant fees, and expert fees)
for the death of or injury to any person or damage to any

                                                                               8

<PAGE>

property whatsoever, arising from or caused in whole or in part, directly or
indirectly, (a) by the presence in, on, under, or about the Premises, or any
discharge or release in or from the Premises of any Hazardous Substances, or
Tenant's use, analysis, storage, transportation, disposal, release, threatened
release, discharge, or generation of Hazardous Substances to, in, on, under,
about, or from the Premises or the Building, or (b) Tenant's failure to comply
with any Hazardous Substances Law. Tenant's obligations under this Section shall
include, without limitation, and whether foreseeable or unforeseeable, any and
all costs incurred in connection with any investigation of site conditions, and
any and all costs of any required or necessary repair, cleanup, detoxification,
or decontamination of the Premises or the Building, and the preparation and
implementation of any closure, remedial action, or other required plans in
connection therewith. Tenant's obligations under this Section shall survive the
expiration or earlier termination of the term of the Lease. For purposes of the
release and indemnity provisions hereof, any acts or omissions of Tenant, or by
employees, agents, assignees, contractors, or subcontractors of Tenant or others
acting for or on behalf of Tenant (whether or not they are negligent,
intentional, willful, or unlawful), shall be strictly attributable to Tenant.

          d. Tenant acknowledges and agrees that it shall not be unreasonable
for Lessor to withhold its consent to any proposed assignment, subletting, or
transfer of Tenant's interest in this Lease if (a) the anticipated use of the
Premise by the proposed assignee, subtenant, or transferee (collectively, a
"Transferee") involves the generation, storage, use treatment, or disposal of
Hazardous Substances; (b) the proposed Transferee has been required by any prior
lessor, lender, or governmental authority to make remedial action in connection
with Hazardous Substances contaminating a property, if the contamination
resulted from such Transferee's actions or use of the property in question; or
(c) the proposed Transferee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of a
Hazardous Substance.

          e. Landlord does hereby represent to Tenant that, to the best of
Landlord's knowledge, no toxic or hazardous substances have been deposited in or
located on the Leased Premises on the commencement date of the lease except in
the amounts as permitted by law.

     19. Hold Harmless:

          a. By Tenant: Tenant hereby agrees to indemnify and hold Landlord
harmless from and against any injury, expense, damage, liability, or claim
imposed on Landlord by any person or entity, whether due to damage to the Leased
Premises or the Project, claims for injuries to the person or property of any
other tenant of the Project or of any other person in or about the Project for
any purpose whatsoever, or due to administrative or criminal action by a
governmental authority, whether such injury, expense, damage, liability, or
claim results either directly or indirectly from the act, omission, negligence,
misconduct, or breach of any provisions of this Lease Agreement by Tenant, the
agents, servants, or employees of Tenant, or any other person entering upon the
Leased Premises under express or implied invitation or consent of Tenant. Tenant
further agrees to reimburse Landlord for any costs or expenses, including, but

                                                                               9

<PAGE>

not limited to, court costs and reasonable attorney's fees which Landlord may
incur in investigating, handling, or litigating any such claim or any action by
a governmental authority.

          b. By Landlord: Landlord hereby agrees to indemnify and hold Tenant
harmless from and against any injury, expense, damage, liability, or claim
imposed on Tenant by any person or entity, whether due to damage to the Leased
Premises or the Project, claims for injuries to the person or property of any
other tenant of the Project or of any other person in or about the Project for
any purpose whatsoever, or due to administrative or criminal action by a
governmental authority, whether such injury, expense, damage, liability, or
claim results either directly or indirectly from the act, omission, gross
negligence, misconduct, or breach of any provisions of this Lease Agreement by
Landlord, the agents, servants, or employees of Landlord, or any other person
entering upon the Leased Premises under express or implied invitation or consent
of Landlord. Landlord further agrees to reimburse Tenant for any costs or
expenses, including, but not limited to, court costs and reasonable attorney's
fees, which Tenant may incur in investigating, handling, or litigating any such
claim or any action by a governmental authority

     20. Holding Over. In the event of holding over by Tenant, after expiration
or termination of this Lease Agreement without the written consent of Landlord,
Tenant shall pay to Landlord one and three-eighths times the total of Base
Rental which Tenant was obligated to pay for the month immediately preceding the
end of the term of this Lease Agreement, for each month or any part thereof of
any such holdover period, together with any Additional Rent. No holding over by
Tenant after the termination of this Lease Agreement shall operate to extend
the Lease Agreement term. In the event of any unauthorized holding over, Tenant
shall indemnify Landlord against all claims for damages by any other tenant
against Landlord to whom Landlord may have leased all or any part of the Leased
Premises covered hereby effective upon the termination of this Lease Agreement.
Any holding over with the written consent of Landlord shall thereafter
constitute this Lease Agreement a lease from month to month, and Landlord or
Tenant may terminate it upon not less than thirty (30) days prior written
notice.

     21. Improvements, Alterations, and Additions. Tenant shall not make or
allow to be made any alterations or physical additions in or to the Leased
Premises which affect the structure or any other improvements in excess of the
amount stated in the Specific Lease Provisions without first obtaining the
written consent of Landlord. All work shall be done by contractors approved by
Landlord. Landlord's approval or consent shall not be unreasonably withheld or
delayed. Any and all such alterations, physical additions, or improvements, when
made to the Leased Premises by Tenant, shall at once become the property of
Landlord and shall be surrendered to Landlord upon the termination of this Lease
Agreement by lapse of time or otherwise; provided, however, this clause shall
not apply to movable equipment or furniture owned by Tenant. Tenant shall comply
with all government, local building code and permitting requirements and provide
Landlord with evidence of compliance. Tenant shall give Landlord written notice
five (5) days prior to employing any laborer or contractor to perform work on
the Leased Premises so that Landlord may post a notice of nonresponsibility if
allowed by law. Landlord reserves the right to require Tenant, at Tenant's
expense, to remove such alterations,

                                                                              10

<PAGE>

physical additions, or improvements upon termination of this Lease Agreement and
to repair any damage caused by such removal.

     22. Inconvenience Damage. No damages, compensation, or claim shall be
payable by Landlord for inconvenience, loss of business, or annoyance arising
from any repair or restoration of any portion of the Leased Premises or other
portion of the Project. Landlord shall use commercially reasonable efforts to
effect such repair or restoration promptly and in such manner as to not
unreasonably interfere with Tenant's use and occupancy.

     23. Insurance by Landlord. Landlord shall maintain during the term of this
Lease Agreement an all-risk commercial property policy insuring the project,
common areas, and personal property owned by Landlord, in amounts equal to
replacement value. Landlord shall not be obligated to insure any furniture,
equipment, machinery, goods, or supplies owned by Tenant or which Tenant may
bring or obtain upon the Leased Premises, or any additional improvements which
Tenant may construct thereon. If the annual premiums charged Landlord for such
insurance exceed the standard premium rates because of the nature of Tenant's
operations, then Tenant shall, upon receipt of appropriate premium invoices,
reimburse Landlord for such increases in premium. Landlord may, should it choose
to do so, self insure all or part of the above referenced risks. Should Landlord
choose to self insure any insurance risks, the cost demonstrated by a bid from a
reputable insurance company shall be included in the cost of insurance for
expense reimbursement purposes.

     24. Insurance by Tenant. Tenant shall, at all times during the term of this
Lease Agreement, insure Tenant's personal property including any additional
improvements made by Tenant, while in or upon the Leased Premises, with an
all-risk policy. In addition, Tenant shall maintain a policy or policies of
Commercial General Liability Insurance with the premiums thereon fully paid on
or before due date, issued by an insurance company having at least an A.M. Best
rating of A or better and licensed to do business within the state the Project
is located. The limits afforded by said liability policy shall not be less than
One Million Dollars ($1,000,000) combined single occurrence limit for personal
injury and property damage and $2,000,000 annual aggregate. Landlord shall be
added as an additional insured thereto; and said policy shall not be canceled or
substantially modified without first giving Landlord thirty (30) days written
notice thereof. In addition, Tenant shall maintain Workers Compensation
insurance as required by statute. Tenant shall furnish, within thirty (30) days
of Landlord's request and approval, a certificate of insurance, acceptable to
Landlord, evidencing the Commercial General Liability and Workers Compensation
coverages referred to herein and naming Landlord and Property Manager as
additional insured as to the General Liability Insurance.

     25. Laws, Ordinances, Regulations, and Americans with Disabilities Act.
Landlord shall comply, at its sole cost, with all laws, ordinances, orders,
rules and regulations (state, federal, municipal, or promulgated by other
agencies or bodies having any jurisdiction thereof) relating to the use (based
upon the approved use for Tenant hereunder), condition, or occupancy of the
Leased Premises. Tenant shall comply, at its sole cost, with requirements of the

                                                                              11

<PAGE>

Americans with Disabilities Act which provides for the removal of architectural
barriers that prevent equal access to disabled persons on the interior of the
Leased Premises. To the extent that barrier removal relates to access on the
exterior of the Project, the obligation shall be that of the Landlord.

     26. Lease Memorandum. Neither this Lease Agreement, nor any notice nor
memorandum regarding the terms hereof, shall be recorded by Tenant without the
prior written consent of the Landlord. Landlord agrees to cooperate with Tenant
in satisfying the security interest requirements of its existing lenders.

     27. Limitation of Landlord's Liability. The obligations of Landlord under
this Lease Agreement do not constitute personal obligations of Landlord or of
the individual partners, directors, officers, employees, or shareholders of
Landlord or its partners, and Tenant shall look solely to the property that is
the Project described in this Lease Agreement and to no other assets of Landlord
for satisfaction of any liability in respect of this Lease Agreement, and Tenant
will not seek recourse against any other property of Landlord or against the
individual partners, directors, officers, employees, or shareholders of Landlord
or its partners or any of their personal assets for such satisfaction.

     28. Name of Project. Tenant shall not use the name of the Project for any
purpose other than as an address of business to be conducted by the Tenant.
Landlord and its agents shall have the right to change the name, number, or
designation of the Project without liability to Tenant upon fourteen (14) days
prior written notice to Tenant.

     29. No Joint Venture. This Lease Agreement shall not be deemed or construed
to create or establish any relationship of partnership or joint venture or
similar relationship or arrangement between Landlord and Tenant hereunder.

     30. Notices. All notices, demands, consents, and approvals, which may or
are required to be given by either party to the other hereunder, shall be in
writing and shall be deemed to have been fully given when personally delivered
or delivered by a nationally recognized over night courier, or, if the notice is
deposited in the United States mail, certified or registered, return receipt
requested, postage prepaid, and addressed to the party to be notified at the
address for such party specified in this Lease Agreement (with copies to
Property Reserve, Inc., 10 E. South Temple Street, Suite 400, Salt Lake City,
Utah 84133, and Kirton and McConkie, 60 E. South Temple Street, Suite 1800, Salt
Lake City, UT 84145), then the notice shall be deemed fully given on earlier of
(i) the (date of delivery, if delivered personally or by courier, or (ii) the
date set forth on the receipt, or (iii) three (3) days after the notice is
deposited in the mail.

     a. Either party may change its address for notice by at least fifteen (15)
days written notice to the other party. Tenant hereby appoints as its agent to
receive the service of all dispossessory or distraint proceedings and notices
thereunder the person in charge of or

                                                                              12

<PAGE>

occupying the Leased Premises at the time, and, if no person shall be in charge
of or occupying the same, then, if allowed by law, such service may be made by
attaching the same on the main entrance of the Leased Premises.

     31. Occupancy Delay. In the event that the Leased Premises should not be
ready for occupancy for any reason, this Lease Agreement shall not be void or
voidable, and Landlord shall not be liable or responsible for any claims,
damages, or liabilities in connection therewith or by reason thereof, and the
term of this Lease Agreement shall be for the same term of months as set forth
in the Lease Agreement, but the beginning date shall be effective only from the
time that the Leased Premises are prepared for occupancy in accordance with the
terms and conditions set forth herein. Should the term of this Lease Agreement
begin on a date other than the beginning date, Landlord and Tenant will, at the
request of either, execute a declaration specifying the revised beginning the
term of this Lease Agreement. In such event rental under this Lease Agreement
shall not commence until said revised beginning date, and the stated term in
this Lease Agreement shall thereupon commence and the expiration date shall be
extended so as to give effect to the full stated term. Within five (5) days
after Tenant receives Landlord's notice that the Leased Premises are ready for
occupancy, Tenant shall inspect the Leased Premises, and except for items
specified by Tenant to Landlord within five (5) days of Tenant's inspection,
Tenant shall be deemed to have accepted the Leased Premises in their then
condition, "as is." The existence of "punch list" (as that term is generally
used in the construction industry) items shall not postpone the beginning date
of this Lease Agreement.

     32. Peaceful Enjoyment. Tenant shall occupy and may peacefully have, hold,
and enjoy the Leased Premises, subject to the other provisions hereof, provided
that Tenant pays the rent herein recited and performs all of Tenant's covenants
and agreements herein contained, including the observance of all reasonable
rules and regulations made by Landlord from time to time pursuant to this Lease
Agreement. It is understood and agreed that this covenant and any and all other
covenants of Landlord contained in this Lease Agreement shall be binding upon
Landlord and its successors only with respect to breaches occurring during its
and their respective ownerships of Landlord's interest hereunder.

     33. Personal Property Tax. Tenant shall be liable for and shall pay, not
later than ten (10) days before delinquency, all taxes levied against any
personal property or trade fixture placed by Tenant, in or about the Leased
Premises. Landlord may, after written notice to Tenant, pay any such levy or
tax, regardless of the validity of such levy, but only under proper protest if
so requested by Tenant in writing. Additionally, if the assessed value of
Landlord's property is increased by the inclusion of the value placed upon any
of the personal property or trade fixture of Tenant, Landlord may, after written
notice to Tenant, pay those taxes which are based upon such increased
assessment, regardless of the validity thereof, but only with proper protest if
so requested by Tenant in writing. In such an event Tenant shall, upon demand,
repay to Landlord taxes so levied and paid by Landlord, or that portion of such
taxes resulting from such increase in the assessment. Tenant shall have the
right, in the name of the Landlord and with Landlord's full cooperation, at no
cost to Landlord, to bring suit in any court of competent jurisdiction to

                                                                              13

<PAGE>

recover the amount of any such taxes so paid under protest. Any amounts so
recovered shall belong to Tenant.

     34. Prohibited Activities. Tenant shall not 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 fire or other
insurance upon the Project or any of its contents, or cause cancellation of any
insurance policy covering said Project or any part thereof or any of its
contents. Tenant shall not do or permit anything to be done in or about the
Leased Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Project or injure or annoy them, or 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. Tenant shall not violate any of the rules
and regulations of the Project.

          a. Tenant shall not do or permit to be done on or about the Leased
Premises, and the Landlord shall not do or permit to be done outside the Leased
Premises any of the following: (a) any violation of any federal, state or local
law, ordinance, or any regulation, ordinance, order or directive of a
governmental agency as such statutes, ordinances, regulations, orders, or
directives now exist or may hereafter come into effect and concern the use,
safety, or environment of the Property; (b) any violation of any Certificate of
Occupancy covering or affecting the use of the Property or any part thereof; (c)
commit any public or private nuisance.

     35. Relocation. If the size of the Leased Premises is less than Ten
Thousand (10,000) rentable square feet, Landlord reserves the right to relocate
Tenant during the Term of this Lease Agreement or any renewal thereof, to
similar or higher quality space within the Project. If Landlord exercises this
right to relocate Tenant, then any and all costs incident to said relocation
shall be the responsibility of Landlord, said costs to be determined prior to
relocation of Tenant.

     36. Repairs and Inspection Entry. Tenant shall permit Landlord or its
agents or representatives to enter into and upon any part of the Leased Premises
at all reasonable hours to inspect same, clean, make repairs, alterations, or
additions thereto or for any reasonable purpose as Landlord may deem necessary
or desirable, and Tenant shall not he entitled to any abatement or reduction
sums due under this Lease Agreement by reason thereof.

     37. Reservations by Landlord. Landlord reserves the right to:

          a. Make changes, additions improvements, or deletions to, or to
reduce, partition, or otherwise eliminate the Common Areas, including, without
limitation, changes in the location, size shape and number of driveways,
entrances, parking spaces except as may be required by City of Kent
moficiations, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas, and hallways.

                                                                              14

<PAGE>

          b.Close temporarily any of the Common Areas for maintenance purposes
so long as reasonable access to the Leased Premises remains available.

          c. Designate other land to be part of the Common Area where the
additional Common Area is available for the use and benefit of tenants of the
Project.

          d. Expand the Project.

     38. Rules and Regulations. Landlord shall have the right to make and
enforce rules and regulations (the "Rules and Regulations") consistent with this
Lease Agreement for the purposes of regulating access, parking, use of the
common areas in the Leased Premises, and promoting safety, order, cleanliness,
and good service to the Project. Tenant will promptly comply with all such Rules
and Regulations. The parties acknowledge that the Rules and Regulations attached
hereto as Exhibit "D" are presently the Rules and Regulations now in effect;
however, Landlord, may at its option and at any time, reasonably amend and
modify said Rules and Regulations, and Tenant, upon receipt of written notice of
same, shall be obligated to comply with said Rules and Regulations.

     39. Sales Tax. In addition to the rental payments hereunder, all state,
county, and municipal transaction privilege (sales) taxes or similar excise
taxes imposed by any state, county, municipality, or other governmental entity
relative to the rental activity under this Lease Agreement, if required, shall
be reimbursed to the Landlord by the Tenant as Additional Rent.

     40. Severability. If any term or provision of this Lease Agreement, or the
application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
provision of this Lease Agreement shall be valid and shall be enforceable to the
extent permitted by law.

     41. Services Interruption. It is understood that Landlord does not warrant
that any of the services referred to above, or any other services which Landlord
may supply, will be free from interruption. Tenant acknowledges that any one or
more such services may be suspended or reduced by reason of accident or repairs,
alterations, or improvements necessary to be made, by strikes or accident or by
any cause beyond the reasonable control of Landlord, or by orders or regulations
of any federal, state, county, or municipal authority.

          a. Any such interruption or suspension of services shall never be
deemed an eviction of or disturbance to Tenant's use and possession of the
Leased Premises or any part thereof, or render Landlord liable to Tenant for
damages by abatement of rent, or otherwise relieve Tenant of performance of
Tenant's obligation under this Lease Agreement. Landlord will use commercially
reasonable efforts to restore service to full operations, and in the event of a
strike to secure parties not involved in the labor dispute to provide minimum
services.

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<PAGE>

     42. Subordination to Mortgages. This Lease Agreement shall automatically be
subject and subordinate to the lien of any mortgage or deed of trust given by
Landlord which does now or may hereafter encumber the Project of which the
Leased Premises form apart, and to all renewals, modifications, consolidations,
replacements, and extensions thereof. Landlord shall also have the right to
assign its interest in this Lease Agreement for security purposes to any
mortgagee or trust deed beneficiary. Tenant agrees that it will execute, within
ten (10) days of Landlord's request, such instrument or certificate that
Landlord or any mortgagee or trust deed beneficiary may reasonably require to
further document this subordination, provided that such mortgagee or trust deed
beneficiary shall agree with Tenant not to disturb Tenant's right to possess the
Leased Premises so long as Tenant complies with all of the terms and conditions
of this Lease Agreement. Tenant further agrees that it will provide any such
mortgagee or trust deed beneficiary with any evidence required to show the
authority of Tenant to execute any such subordination instrument or certificate
and will, if so requested by any such mortgagee or trust deed beneficiary,
provide to that person or entity a copy of any notice Tenant gives or is
required to give Landlord under this Lease Agreement. In the event of the
enforcement by the mortgagee or the beneficiary under such mortgage or deed of
trust of the remedies provided for by law or by such mortgage or deed of trust,
or in the event Landlord gives a deed-in-lieu-of foreclosure to such mortgagee
or trust deed beneficiary, Tenant will, upon request of any person or party
succeeding to the interest of Landlord as a result of such enforcement or
termination, automatically become the Tenant of such successor in interest
without change in the terms or other provisions of this Lease Agreement,
provided, however, that such successor in interest shall not be bound by (i) any
payment of rent or additional rent for more than one month in advance, (ii) any
amendment or modification of this Lease Agreement made without the written
consent of such mortgagee or such beneficiary or their successor in interest, or
(iii) any defaults of Landlord under this Lease Agreement which remain uncured
at the time such successor in interest obtains title to the Project. Tenant
shall execute and deliver any instrument or instruments confirming the
attornment herein provided for.

          a. In the event of any act or omission by Landlord by reason of which
Tenant may claim the right to terminate this Lease Agreement or claim a defense
or offset against the Base Rental due hereunder, Tenant agrees not to exercise
any such right until: (i) Tenant has notified the mortgagee or trust deed
beneficiary in writing of such act or omission by Landlord, and (ii) Tenant has
given the mortgagee or trust deed beneficiary a reasonable opportunity to cure
such act or omission, including the time as shall be reasonably required to
obtain possession of the property and to commence and carry to completion the
foreclosure of its mortgage or deed of trust.

     43. Successors and Assigns. This Lease Agreement shall be binding upon and
inure to the benefit of Landlord, its successors and assigns, and shall be
binding upon and inure to the benefit of Tenant, its successors, and, to the
extent assignment may be approved by Landlord hereunder, Tenant's permitted
assigns.

                                                                              16

<PAGE>

     44. Tenant to Keep the Leased Premises Lien Free. Tenant shall keep the
Leased Premises and Project free from any mechanic's liens arising from any work
performed, material furnished, or obligations incurred by Tenant, and shall
obtain from its contractor lien releases if required by Landlord. Tenant shall
keep Landlord informed of the status of any contest and shall defend, indemnify,
and hold harmless Landlord from and against any such lien or claim or action
thereon, together with costs of suit and reasonable attorneys' fees incurred by
Landlord in connection with any such claim or action.

     45. Tenant's Property. Landlord shall not be required to carry insurance of
any kind on Tenant's personal property, and shall not be obligated to repair any
damage thereto or replace the same for any reason.

     46. Tenants Requests. Tenant shall pay all the out of pocket legal expenses
incurred by Landlord as a result of requests from Tenant to exercise its rights
granted under this Lease Agreement, except for litigation in which the Tenant is
the prevailing party.

     47. Tenant's Right to Audit. In the event Tenant's Proportionate Share of
Operating Expense increases, excluding property taxes and insurance, by more
than five percent (5%) in any Calender Year, Tenant may audit Landlord common
area operating costs in order to verify the accuracy of operating expense
charges, provided that:

          a. Tenant specifically designates the calender year(s) that Tenant
intends to audit, which shall be a year within two (2) years of date of the
audit, but must be within the Term of this Lease Agreement.

          b. Such audit will be conducted only by a licensed firm, unaffiliated
with Tenant, with prior Landlord approval, and during regular business hours at
the office where Landlord maintains Operating Expense records, and only after
Tenant gives Landlord fourteen (14) days' notice.

          c. Tenant shall pay for all costs associated with audit, provided
however, that Landlord shall reimburse Tenant the costs associated with such
audit should the audit show that Operating Expenses were inaccurate by more than
seven percent (7%).

          d. If audit yields a result that Tenant has underpaid the Tenant will
reimburse Landlord upon receipt of invoice.

          e. Tenant agrees not to divulge the results of the audit to any other
party.

          (f) Tenant shall deliver to Landlord a copy of the results of such
audit within fifteen (15) days of its receipt by Tenant. No such audit shall be
conducted if any other tenant has conducted an audit for the time period Tenant
intends to audit and Landlord furnishes to

                                                                              17

<PAGE>

Tenant a copy of the results of such audit. No audit shall be conducted at any
time that Tenant is in default of any of the terms of the Lease Agreement. No
subtenant shall have any right to conduct an audit and no assignee shall conduct
an audit for any period during which such assignee was not in possession of the
Leased Premises. Any refund due Tenant as a result of such audit shall be paid
by Landlord upon receipt of audit and invoice from Tenant.

     48. Time is of the Essence. Time shall be of the essence of this Agreement.

     49. Total Destruction. A total destruction of the Project shall
automatically terminate this Lease Agreement.

     50. Waiver. Failure of Landlord to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such default, but Landlord shall have the right to declare any such
default at any time thereafter. Landlord's acceptance of rent will not be deemed
a waiver of any Tenant breach or default existing at the time of payment, except
a default in the payment of money, and then only to the extent of the amount
received by Landlord.

     51. Waiver of Jury Trial. To the full extent allowed by law, the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or cross-action whatsoever arising out of or in any way connected
with this lease, the relationship of Landlord and Tenant, Tenant's use or
occupancy of the Premises, or any claim for injury or damage, or the enforcement
of any remedy under any statute or otherwise.

     52. Waiver of Time Limitations. In the event Tenant shall have any claim or
cause of action against Landlord arising out of or otherwise related to this
lease, Tenant must file such action with a court of competent jurisdiction
within one year after the accrual of such claim or cause of action; otherwise,
such claim or cause of action shall be deemed waived and permanently barred by
the passage of time and be void.

     53. Waiver of Subrogation. Landlord and Tenant do each hereby release the
other from any and all liability or responsibility (to the other or to anyone
claiming through or under the other by way of subrogation or otherwise) for any
loss or damage to property or for personal injury caused by perils insured
against by the policies to be carried pursuant to this Lease, even if the cause
of such peril or damage shall have been the negligence of the other party or of
anyone for whom such party may be responsible. Such waiver of subrogation shall
be effective with respect to such loss or damage, and each policy hereunder
shall contain a clause or endorsement to the effect that any such release shall
not adversely affect or impair said policies or prejudice the right of the
releasing party to recover thereunder. Landlord and Tenant each agree that their
policies shall include such a clause or endorsement. The failure to obtain a
clause or endorsement providing such waiver of subrogation shall in no manner
limit or restrict the validity and enforceability of the waivers of subrogation
herein contained.

                                                                              18

<PAGE>

                                    EXHIBIT C

                               TENANT IMPROVEMENTS

     The Landlord, at Landlord's expense, agrees to complete the following
     improvements as outlined in Paragraph 7 of the Lease Agreement:

     1.   Repaint 71,634 of wall area. This includes walls and lids in office
          spaces; multipurpose room 128 and lunch room 129; and all doors and
          relites contained therein. Estimated cost $59,846.

     2.   Re-carpet existing carpeted office areas. The carpet will be a high
          quality 15-year carpet tile product. Product samples will be provided
          to the Tenant. New 2-1/2" base will be provided. Landlord will pay for
          cost of carpet installation, including demolition and disposal of
          existing carpet and base, and lifting of furniture. Estimated cost
          $161,973.

     3.   Install new vinyl flooring in designated areas. Mannington Multiflec
          coved sheet vinyl with heat welded seams will be provided in men's
          restroom 144, men's restroom 210, women's restroom 211, and new men's
          restroom between gridlines C and D. Rubber stair treads will be
          replaced on entry stair case. Estimated cost $33,111.

     4.   Remove existing sinks and counter top in men's restroom 144 and
          replace with two half round foot operated basins. Estimated cost
          $26,046.

     5.   Add one new restroom at north end of manufacturing area. Will include
          one sink, one toilet, one urinal, toilet partition, bath accessories,
          necessary electrical, HVAC and sprinklers, and concrete cutting and
          patching. Estimated cost $33,899.

<PAGE>

                                   EXHIBIT "D"

                              RULES AND REGULATIONS

     1. The doors, sidewalks, passages, exits, and entrances shall be used for
ingress and egress and shall not be obstructed. Tenant shall use reasonable
efforts to keep such areas clean and free from rubbish.

     2. Loitering anywhere in the Project shall not be permitted. Landlord
reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is under the influence of liquor or drugs or who shall in
any manner do any act in violation of the Rules and Regulations of the Project.

     3. Alterations in any way to the interior or exterior of the Leased
Premises including attaching pictures, certificates, licenses, and similar items
may be done only in a reasonable manner, subject to review by Landlord.

     4. Tenant shall not alter, paint, cover, obstruct, screen, tint, install
curtains, draperies, blinds, or shades, or obscure any window, shall not affix
any signs, advertisements, or notices on or to any window, and shall not have
any window treatment other than building standard as established by Landlord,
without the written consent of Landlord.

     5. All Tenant identification in the public areas of the Project must be
installed and approved by Landlord based on the standard sign age as established
by Landlord.

     6. The location of electrical, telephone, computer or other wiring and of
related outlets must be pre-approved prior to installation in writing by
Landlord. Such items shall be installed by qualified personnel in accordance
with building codes applicable to the Project and the Leased Premises.

     7. No items of unusual size or weight shall be used or placed in the
Project without Landlord's written permission. In no event shall any floor be
overloaded as determined by a competent engineer.

     8. The moving of any of Tenant's business or personal furniture, equipment,
inventory, or other items in or out of the Project or Leased Premises will be at
a time and in a manner designated by Landlord.

     9. No Tenant shall use or keep any foul or noxious gas or substance which
may in any manner be offensive or objectionable to Landlord or other occupants
of the Project. No noises, vibrations, odors, or activities bothersome to other
Tenants will be allowed in the Leased Premises or on the grounds of the Project.

     10. No animals, fish, birds, etc., are allowed within the Project without
Landlord's written permission.

     11. The Tenant is prohibited from storing goods, wares, or merchandise in
the Project or Leased Premises in areas not acceptable to Landlord for storage.
No auction, public or private, will be permitted in the Leased Premises.

     12. All Tenant requests for service or maintenance to the Landlord will be
made by notifying the Landlord or its agents at a designated location.
Landlord's agents or contractors shall not perform any work or do anything
outside of their regular or contracted duties unless under special written
instructions from the Landlord.

     13. All keys shall be obtained from Landlord, and all keys shall be
returned to Landlord upon termination or expiration of Tenant's Lease. No
duplicate keys shall be made without Landlord's approval. Tenant is responsible
to control the keys to the Leased Premises, and Tenant shall pay for lost keys.
Tenant shall not change the locks or install other locks on the doors without
Landlord's written approval. If Landlord gives Tenant written approval to change
locks, then Tenant will provide Landlord with keys.

     14. Tenant is responsible to lock and secure all doors to the Leased
Premises after regular business hours or after entering or leaving on
nonbusiness days. Landlord is not responsible to respond to after-hours tenant
lock-outs

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<PAGE>

     15. The following acts shall not be allowed or suffered to be done nor
conditions allowed to exist upon the Leased Premises or any part thereof:

     a.   Any violation of any federal, state, or municipal statute or
          ordinance, or any regulation, order, or directive of a governmental
          agency, as such statutes, ordinances, regulations, orders, or
          directives now exist or may hereafter provide concerning the use and
          safety of the Leased Premises.

     b.   Any violation of any certificate of occupancy covering or affecting
          the use of the Leased Premises or any part hereof.

     c.   Any public or private nuisance.

     d.   The display or distribution of drug paraphernalia or sexually related
          paraphernalia, except as the same may be legally dispensed by a
          physician or surgeon, dentist, or pharmacist, duly licensed to
          practice such profession in the State.

     e.   The manufacture, distribution, sales, or dispensing in any manner of
          illegal drugs, or any type of illegal drug activity or consumption.

     f.    The sale or dispensing of alcoholic beverages.

     g.   The showing, displaying, viewing, renting, or selling of movie films
          within the Leased Premises which would be classified or rated as "X or
          R-rated" under present standards or criteria for such classification
          and rating.

     h.   Gambling.

     i.   The establishment or maintenance of a bawdy house, bar, nightclub, or
          tavern.

     j.   Any other act or condition which shall be lewd, obscene, or
          licentious.

     k.   Performance of abortions.

     1.   Mark, or drive nails, screw or drill into, the partitions, woodwork or
          plaster or otherwise deface its premisses or any part thereof.

     m.   Smoking shall not be permitted in or around any offices, interior
          common corridors, restrooms, lobby areas, elevators, stairwells, or
          building entrances.

     16. Landlord shall have the right to regulate parking throughout the
Project in a manner beneficial to the entire Project. Landlord shall have the
right to re-stripe parking stalls, lanes, and other areas as Landlord deems
reasonably necessary to control parking and access. Landlord may refuse to
permit any person who violates the rules to park in the parking lot, and any
violation of the rules shall subject the car to removal. No extended period
parking for campers, trailers, motor homes, emergency equipment, or other
nonstandard sized vehicles is permitted.

     17. Tenant shall not use the Project, Leased Premises, or parking
facilities for housing or sleeping without the written consent of the Landlord.

     18. Landlord shall in no case be liable for damages for any error with
regard to the admission to or exclusion from the Leased Premises of any person.
In the case of invasion, mob riot, public excitement, or other circumstances
rendering such action advisable in Landlord's opinion, Landlord reserves the
right to prevent access to the Leased Premises during the continuance of the
same by such action as Landlord may deem appropriate, including closing doors
and restricting access to public areas of the Project.

                                                                               2

<PAGE>

     19. Each Tenant shall see that appliances and utilities are shut off as
appropriate before Tenant or Tenant's employees leave the Leased Premises.
Tenant is required to prevent controllable waste or damage in all aspects of the
Leased Premises from any default or carelessness. All Tenants shall keep the
doors to the Project's corridors closed at all times, except for ingress and
egress, unless door is equipped with an approved magnetic door holder.

     20. No Tenant shall install any radio or television antenna, or satellite
dish, loudspeaker, or other device on the roof or exterior walls of the Project
without Landlord's written permission.

     21. Each Tenant shall store all its refuse or waste within its Leased
Premises and dispose of such refuse or waste only in accordance with Project
rules and all applicable local, state, and federal regulations and laws.

     22. Tenant is not allowed to disturb, solicit, or canvass any occupant of
the Project and shall cooperate to prevent same. Canvassing, soliciting,
distributing handbills or any other written material, or peddling in the Project
is prohibited.

     23. Tenant agrees to enforce and, as necessary, to acquaint all persons
doing business with Tenant with the Project's Rules and Regulations.

     24. The failure of Landlord to enforce any of the Rules and Regulations
against any other Tenant in the Project shall not be deemed a waiver of any of
such Rules and Regulations. Landlord shall not be liable to Tenant for violation
of any of the Rules and Regulations or the breach of any covenant or condition
in any lease by any other Tenant in the Project.

     25. Landlord shall control and operate the public portions of the Project,
and the public facilities, and heating and air conditioning, as well as
facilities furnished for the common use of Tenant. Such control and operation
shall be accomplished in a manner consistent with the best interests of the
tenants in general. Tenant shall not obstruct, alter or in any way impair the
effective operation of the heating and air conditioning, electrical, fire,
safety, or lighting systems, and Tenant shall not tamper with or change any of
the thermostats or temperature control valves in the Project except those that
are in Tenant's space and are provided for Tenant's use.

     26. Tenant shall not use or keep in the Leased Premises or in the Project
any kerosene, gasoline, or other inflammable or combustible fluid or material,
nor use any method or heating or air conditioning not acceptable to Landlord.

     27. All damage done to the Leased Premises or the Project by the
installation or removal of any property of Tenant, or done by Tenant's property
while in the Leased Premises, shall be repaired at the expense of Tenant.

     28. Plumbing fixtures and appliances shall be used only for their intended
purposes, and Tenant shall not deposit any sweepings, rubbish, rags, or other
unsuitable substances therein. Damage resulting from misuse shall be paid for by
Tenant.

     29. Landlord shall not be responsible for any loss or theft or damage to
personal property in the Leased Premises or the Project from any cause
whatsoever, whether or not such loss, theft, or damage occurs when the Leased
Premises or other portions of the Project are locked against entry.

     30. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

     31. Tenant shall participate in, to the extent possible and under the
direction of the Landlord, the preparation and implementation of an Emergency
Response Plan. The Tenant shall provide individuals to assist with the
carrying-out of any Emergency Response Plan.

     32. In the event of any conflict between these Rules and Regulations and
any lease with Tenant, the provisions of the lease shall be controlling.

                                                                               3