EXHIBIT 10.11


                             BUTTERFIELD INDUSTRIAL
                 STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE
                                BASIC TERMS SHEET

     This Basic  Terms Sheet to that  certain  Butterfield  Industrial  Standard
Commercial-Industrial  Triple Net Lease between the parties  listed below is for
the convenience of the parties in quickly referencing certain of the basic terms
of the Lease. It is not intended to serve as a complete summary of the Lease. In
the event of any inconsistency between this Basic Terms Sheet and the Lease, the
applicable Lease provision shall prevail and control.

<TABLE>
<CAPTION>

<S>                                                             <C>
Date of Lease (See PARAGRAPH 1):                                  March 1, 2000
-------------

Name of Lessor (See PARAGRAPH 1):                                 Holualoa Butterfield Industrial, L.L.C.,
--------------
                                                                  an Arizona limited liability company

Name of Lessee (See PARAGRAPH 1):                                 PrimeSource Surgical Inc., a Delaware corporation
--------------

Lessee's Telephone Number:
-------------------------

Lessee's Guarantor:                                               None

Address of Premises  (See PARAGRAPH 2):                           3700 East Columbia Drive, Suite 100
                                                                  Tucson, Arizona 85714

Approximate Gross Rentable
Area of Premises  (See PARAGRAPH 12):                             23,173 square feet
----------------

Lessee's Percentage of Insurance,
Real Property Tax and CAM
Amounts (See PARAGRAPH 12):                                       40.5%
-------

Lease Commencement Date (See PARAGRAPH 3.1):                      March 13, 2000
-----------------------

Lease Expiration Date (See PARAGRAPH 3.1):                        February 28, 2005
---------------------

Monthly Base Rent (See PARAGRAPH 4):                              Beginning April 14, 2000 the rent shall be Twelve Thousand Two
-----------------
                                                                  Hundred Eighty One Dollars and Sixty Nine Cents ($12,281.69) per
                                                                  month.  On the first anniversary of the Commencement Date and on
                                                                  each subsequent anniversary thereof during the Term, the then
                                                                  current monthly base rent shall be increased by 3% for the
                                                                  succeeding one year period (or part thereof).

Additional Rent:                                                  1.       Rental Tax (See PARAGRAPH 4.1)
---------------

                                                                  2.       Insurance Amount (See PARAGRAPH 8.10)

                                                                  3.       Real Property Tax Amount (PARAGRAPH 10.1)

                                                                  4.       CAM Amount (See PARAGRAPH 11)


Lessee's Security Deposit (See PARAGRAPH 5):                      $13,823
-------------------------

Lessee's Permitted Use (See PARAGRAPH 6.1):                       Office and warehouse for the sale of medical products and uses
----------------------
                                                                  directly  incidental thereto

Address for Lessor:                                               Holualoa Butterfield Industrial, L.L.C.
------------------
                                                                  c/o Holualoa Arizona, Inc.
                                                                  3573 East Sunrise Drive, Suite 225
                                                                  Tucson, Arizona 85718
                                                                  Attn.:  Mr. Michael Perlman

LESSOR:                                                           LESSEE:
------                                                            ------

Holualoa Butterfield Industrial, L.L.C.,                          PrimeSource Surgical, Inc.,
an Arizona limited liability company                              a Delaware corporation

By:      Holualoa Arizona, Inc.,
         an Arizona corporation                                   By:
                                                                        ----------------------------------------
Its:     Manager
                                                                  Its:
                                                                        ----------------------------------------

         By:                                                      Date:
              ----------------------------------------                  ----------------------------------------

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

         Date:
              ----------------------------------------

</TABLE>

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

                 STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE


1.   PARTIES.  This Lease,  dated March   , 2000 for reference purposes only, is
     made by and between Holualoa  Butterfield  Industrial,  L.L.C.,  an Arizona
     limited  liability company  ("Lessor"),  and PrimeSource  Surgical,  Inc. a
     Delaware corporation ("Lessee").


2.   PREMISES.  Lessor hereby leases to Lessee and Lessee leases from Lessor for
     the term, at the rental,  and upon all the conditions set forth herein, the
     premises demised by this Lease,  located at 3700 East Columbia Drive, Suite
     100, Tucson,  Arizona 85714 (the "Premises"),  together with a nonexclusive
     right to use the unreserved parking spaces and common areas  (collectively,
     the  "Common  Areas"),  surrounding  the  Premises  and within the  project
     commonly known as Butterfield  Industrial (the "Project").  The location of
     the  Premises  and the  parameters  of the Common Areas and the Project are
     shown on Exhibit "A"  attached  hereto.  All  dimensions  and areas  quoted
     herein or in any exhibit  attached  hereto are approximate and are based on
     gross rentable area, rather than solely on areas designed for the exclusive
     use and occupancy of tenants.


3.   TERM.

          3.1 TERM.  The term of this Lease  shall  commence  on March 13,  2000
("Commencement Date") and end on February 28, 2005 (as such date may be extended
pursuant to Paragraph  39, the  "Expiration  Date"),  unless  sooner  terminated
pursuant to any provision hereof ("Term").


          3.2 DELAY IN COMMENCEMENT.  Notwithstanding  the Commencement Date, if
for any reason  Lessor  cannot  deliver  possession of the Premises to Lessee on
said date, Lessor shall not be subject to any liability therefor, nor shall such
failure affect the validity of this Lease or the obligations of Lessee hereunder
or extend the Term hereof, but in such case Lessee shall not be obligated to pay
rent until possession of the Premises is tendered to Lessee; provided,  however,
that if Lessor shall not have delivered possession of the Premises within thirty
(30) days from the Commencement  Date, Lessee may, at Lessee's option, by notice
in writing to Lessor  within ten (10) days  thereafter,  cancel this  Lease,  in
which event the parties shall be discharged from all obligations hereunder.


4.   RENT.


          4.1  MONTHLY  BASE  RENT.  Lessee  shall pay to Lessor a monthly  base
rental as follows:



DATES                                                   MONTHLY BASE RENT
-----                                                   -----------------

March 13, 2000 to April 13, 2000                        None

April 14, 2000 to April 30, 2000                        $6,959.62

May 1, 2000 to February 28, 2001                        $12,281.69

March 1, 2001 to February 28, 2002                      $12,650.14

March 1, 2002 to February 28, 2003                      $13,029.64

March 1, 2003 to February 29, 2004                      $13,420.53

March 1, 2004 to February 28, 2005                      $13,823.15


The monthly  base rental due  hereunder  shall be payable to Lessor by the first
day of each month (and on April 14, 2000 for the first prorated  payment) during
the Term at the address  stated herein or to such other persons or at such other
places as Lessor may  designate  in writing and shall be paid in lawful money of
the United States of America.  Lessee further agrees to pay Lessor,  in addition
to the rent as provided herein, all privilege,  sales, excise,  rental and other
taxes  (except  income  taxes)  imposed  now  or  hereinafter   imposed  by  any
governmental authority upon the rentals and all other amounts herein provided to
be paid by Lessee.  Said  payment  shall be in  addition to and  accompany  each
monthly rental payment made by Lessee to Lessor.

The base rental set forth in this PARAGRAPH 4.1 is a negotiated figure and shall
govern whether or not the actual gross  rentable  square footage of the Premises
is the same as set forth in PARAGRAPH  12 hereof.  Lessee shall have no right to
withhold,  deduct or offset any amount from the base monthly rental or any other


                                       2

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

sum due  hereunder  even if the  actual  gross  rentable  square  footage of the
Premises is less than that set forth in Paragraph 12. Rent for any period during
the Term  which is for less than one month  shall be a pro rata  portion  of the
monthly installment.

          4.2 INTENTIONALLY DELETED.


          4.3 OTHER  CHARGES.  In addition  to monthly  base  rental,  all other
charges or amounts  required to be paid by Lessee  under any  provision  of this
Lease shall be considered additional rent.


5.   SECURITY DEPOSIT.


          5.1 SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution
hereof  Thirteen  Thousand  Eight  Hundred  Twenty  Three  Dollars  ($13,823) as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee  fails to pay rent or other  charges due  hereunder,  or  otherwise is in
material  default (beyond any applicable grace or cure periods) of any provision
of this  Lease,  Lessor may use,  apply,  or retain  all or any  portion of said
deposit  for the  payment  of any rent or other  charge  in  default  or for the
payment  of any other sum for which  Lessor may  become  obligated  by reason of
Lessee's default,  or to compensate Lessor for any material loss or damage which
Lessor may suffer  thereby.  If Lessor so uses or applies  all or any portion of
said deposit,  Lessee shall within ten (10) days after written  demand  therefor
deposit cash with Lessor in an amount  sufficient to restore said deposit to the
full  amount  hereinabove  stated,  and  Lessee's  failure  to do so  shall be a
material breach of this Lease. Lessor shall not be required to keep said deposit
separate  from  its  general  accounts.  If  Lessee  performs  all  of  Lessee's
obligations  hereunder,  said deposit, or so much thereof as has not theretofore
been applied by Lessor, shall be returned,  without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option,  to the last assignee,
if any, of Lessee's interest hereunder) at the expiration of the Term and within
thirty (30) days after Lessee has vacated the Premises. Any mortgagee of Lessor,
purchaser of the Project,  or  beneficiary  of a deed of trust shall be relieved
and  released  from any  obligation  to return  said  deposit  in the event such
mortgagee,  beneficiary  of deed of trust or purchaser  becomes the owner of the
Project by reason of  foreclosure  or  trustee's  sale  (including  deed in lieu
thereof) or  proceeding  in lieu of  foreclosure  or trustee's  sale unless said
deposit shall have been actually  delivered to such  mortgagee,  beneficiary  of
deed of trust or purchaser.  Such release, however, shall not relieve the person
or entity who owned the Project  immediately  prior to  acquisition  of title by
such  mortgagee,  beneficiary of deed of trust or purchaser of any obligation he
or it may have to return said deposit.


          5.2 INTENTIONALLY DELETED.


6.   USE.


          6.1 PERMITTED USES.


              (a) The  Premises  are to be used only for  office  and  warehouse
purposes for the sale of medical products and uses directly  incidental thereto,
which shall specifically  include a kitchen and lunchroom area ("Permitted Use")
and for no other  business  or  purpose  whatsoever  without  the prior  written
consent of Lessor  which  shall not be  unreasonably  conditioned,  withheld  or
delayed.  No act shall be done in or about the Premises that is unlawful or that
will increase the existing  rate of insurance on the Project.  In the event of a
breach of this  covenant,  Lessee  shall pay to Lessor any and all  increases in
insurance premiums resulting from such breach upon demand, and Lessor shall have
all additional remedies provided for herein to redress such breach. Lessee shall
not commit or allow to be committed any waste upon the  Premises,  or any public
or private  nuisance or other act or thing which disturbs the quiet enjoyment of
any other  lessee in the  Project.  If any of  Lessee's  machines  or  equipment
unreasonably disturb any other lessee in the Project,  then Lessee shall provide
adequate insulation,  or take such other action as may be necessary to eliminate
the noise or  disturbance.  Lessee,  at its expense,  shall comply with all laws
relating  to its use and  occupancy  of the  Premises  and  shall  observe  such
reasonable  rules and regulations as may be adopted and made available to Lessee
by Lessor from time to time for the safety, care and cleanliness of the Premises
or the Project and for the preservation of good order therein.


              (b) Lessee  warrants that the  operation of its business  shall be
conducted in strict  compliance  with all  applicable  federal,  state and local


                                       3

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

environmental,   safety  and  other  pertinent  laws,  rules,   regulations  and
ordinances,  and  with  respect  to  Lessee's  business  operations  within  the
Premises,  the Americans with  Disabilities Act of 1990 (42 U.S.C. ss. 12101 et.
seq.) and the Arizonans  with  Disabilities  Act  (collectively,  as each may be
amended and supplemented from time to time, the "ADA").

          6.2 CONDITION OF PREMISES.


              (a) Lessee  acknowledges that, except as specifically set forth in
this Lease,  neither Lessor nor Lessor's agents has made any  representation  or
warranty as to the condition of the Premises,  the  suitability  of the Premises
for the conduct of Lessee's  business or as to the square  footage of space over
which  Lessee shall have  exclusive  use and  occupancy  and that Lessee and its
agents and  contractors  have been  provided with an  opportunity  to thoroughly
inspect and measure the Premises and the Project. As of the date hereof,  Lessor
has not received any written  notice  alleging any  violation of the ADA for any
portion of the  Project.  The parties  hereby  agree that:  (a) Lessor  shall be
responsible  for  compliance  with  the   requirements  of  the  ADA  (the  "ADA
Requirements")  in the Common Areas,  except as provided below, (b) Lessee shall
be  responsible  for  compliance  with  the ADA  Requirements  in the  Premises,
including any leasehold  improvements or other work to be performed by Lessee in
the Premises under or in connection with this Lease, (c) Lessor may perform,  or
require that Lessee perform, and Lessee shall be responsible for the cost of any
ADA Requirements  regarding "path of travel" (as that term is use in the ADA and
the rules and regulations  implementing the ADA) which are triggered by Lessee's
alterations  in the Premises,  and (d) Lessor may perform,  or require Lessee to
perform,  and Lessee shall be responsible  for the cost of,  compliance with the
ADA in the Common Areas necessitated by Lessee's use of the Premises;  provided,
however,  this  clause  (d)  shall  not  apply  if and so long as the use of the
Premises is only for the uses permitted by PARAGRAPH 6.1(a) hereof.


              (b)  Notwithstanding  the terms of  PARAGRAPH  6.2(a) or any other
provision contained in this Lease to the contrary, on the Commencement Date, (i)
Lessor shall  present the Premises to Lessee in a clean  condition  and (ii) the
roof and the  HVAC,  electrical,  plumbing,  elevator  and life  safety  systems
serving the Premises shall be in good working order.  If any of such systems are
not in good working order as of the  Commencement  Date, and if Lessee  notifies
Lessor of such fact within sixty (60) days after the Commencement  Date,  Lessor
shall,  at its sole cost and  expense,  and not as a Total  Common Area  Charge,
promptly and with reasonable diligence put the same in good working order.


          6.3 HAZARDOUS MATERIALS.


              (a) As used herein,  the term "Hazardous  Material" shall mean any
substance  or  material  which  is  regulated  as  hazardous  or  toxic  by  the
municipality  in  which  the  Premises  are  located,  the  U.S.   Environmental
Protection Agency, the department of environmental quality or similar government
agency of the state or county where the Premises are located.


              (b) Lessee agrees not to introduce any  Hazardous  Material  (with
the  exception  of ordinary  cleaning  supplies  and copying  products and other
ordinary  and  necessary  office  and  maintenance  supplies  used and stored in
compliance  with  all  applicable  laws) in or on the  Premises  or in or on the
Project without (i) obtaining  Lessor's prior written  approval,  (ii) providing
Lessor with prior  written  notice of the exact  amount,  nature,  and manner of
intended  use  of  such  Hazardous  Materials,  and  (iii)  complying  with  all
applicable  federal,  state and local laws,  rules,  regulations,  policies  and
authorities  relating to the  storage,  use,  disposal and clean-up of Hazardous
Materials, including, but not limited to, the obtaining of all proper permits.


              (c) Lessee shall  promptly  notify  Lessor of any  inquiry,  test,
investigation,  or enforcement  proceeding by, against or directed at Lessee or,
to Lessee's knowledge,  the Premises concerning a Hazardous Material.  If Lessee
fails to reasonably  comply with  applicable  environmental  laws  regarding any
investigation or enforcement  proceeding  concerning a Hazardous Material at the
Premises,  then Lessor,  as the owner of the Premises,  shall have the right, at
its election,  in its own name, to reasonably  negotiate,  defend,  approve, and
appeal, at Lessee's  expense,  any action taken or order issued with regard to a
Hazardous Material by any applicable governmental authority.


              (d) If Lessee's storage, use or disposal of any Hazardous Material
in or on the  Premises  or the  Project  results  in  any  contamination  of the
Premises,  the Project,  the soil, surface or groundwater  thereunder or the air


                                       4

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
above and  around the  Premises  and the  Project  requiring  remediation  under
federal, state or local statutes,  ordinances,  regulations or policies,  Lessee
agrees to promptly  clean-up the  contamination  as required by applicable  law.
Lessee  further  agrees to indemnify,  defend and hold Lessor  harmless from and
against any claims, suits, causes of action, costs, damages, loss and reasonable
fees,  including  reasonable  attorneys'  fees and costs,  arising  out of or in
connection  with  (i) any  clean-up  work,  inquiry  or  enforcement  proceeding
relating to Hazardous  Materials hereafter used, stored or disposed of by Lessee
or its  agents,  employees,  contractors  or  invitees  on the  Premises  or the
Project, and (ii) the use, storage, disposal or release by Lessee or its agents,
employees, contractors or invitees of any Hazardous Materials on the Premises or
the Project,  except, in either case, to the extent such claims arise out of (1)
the  negligence  or willful  misconduct  of Lessor,  its  agents,  employees  or
contractors  with respect to the Project  (including,  without  limitation,  the
Premises), or (2) the negligence or willful misconduct of any third party (other
than  Lessor's  agents,  employees or  contractors)  with respect to the Project
(excluding,  however, the Premises). Except to the extent Lessee is obligated to
indemnify Lessor in the previous sentence,  Lessor agrees to indemnify,  defend,
and hold Lessee harmless from and against any claims,  suits,  causes of action,
costs,  damages,  loss and reasonable fees, including reasonable attorney's fees
and costs,  arising out of or in connection  with any clean-up work,  inquiry or
enforcement  proceeding  relating to Hazardous  Materials at the Premises or the
Project.


              (e)  Notwithstanding  any other  right of entry  granted to Lessor
under this Lease,  if Lessor has a  reasonable  basis to believe or suspect that
Lessee has violated an  environmental  law at the Premises or has violated  this
PARAGRAPH 6.3, with reasonable advance written notice specifying  Lessor's basis
for such belief or suspicion,  Lessor shall have the right to enter the Premises
or to have  consultants  enter the Premises  throughout  the Term at  reasonable
times and with  reasonable  advance notice for the purpose of  determining:  (1)
whether the Premises are in conformity  with federal,  state and local statutes,
regulations,   ordinances  and  policies,  including  those  pertaining  to  the
environmental  condition of the Premises;  (2) whether  Lessee has complied with
this PARAGRAPH 6.3; and (3) the corrective measures,  if any, required of Lessee
to ensure the safe use,  storage and  disposal of  Hazardous  Materials.  Lessee
agrees  to  provide  reasonable  access  and  reasonable   assistance  for  such
inspections.  Such inspections may include, but are not limited to, entering the
Premises with machinery for the purpose of obtaining laboratory samples.  Lessor
shall not be  limited  in the number of such  inspections  during the Term.  If,
during such  inspections,  it is found that Lessee's use of Hazardous  Materials
constitutes a material breach of this Lease,  Lessee shall reimburse  Lessor for
the cost of such  inspections  within  thirty  (30) days of receipt of a written
statement therefor.  If such consultants  reasonably determine that the Premises
have been  contaminated  with  Hazardous  Material  or are in  violation  of any
applicable  environmental law and such  contamination or violation was caused by
Lessee, Lessee shall, in a timely manner, at its expense,  remove such Hazardous
Material or remedy such violation as required by applicable law. If Lessee fails
to do so, Lessor, at its sole discretion, may, in addition to all other remedies
available  to  Lessor  under  this  Lease  and at law or in  equity,  cause  the
violation and/or  contamination to be remedied at Lessee's  reasonable sole cost
and expense.  The right granted to Lessor  herein to inspect the Premises  shall
not create a duty on Lessor's  part to inspect the  Premises,  or  liability  of
Lessor for Lessee's use, storage or disposal of Hazardous Materials.  Nothing in
this  provision  shall absolve  Lessor of any  obligations it may have under any
environmental laws with respect to the Premises, the Project or any other tenant
at the Project or other third party.

              (f)  Lessee  shall  surrender  the  Premises  to  Lessor  upon the
expiration or earlier termination of this Lease in a condition which complies in
all material respects with all governmental  statutes,  ordinances,  regulations
and policies, insofar as it pertains to Lessee's operations at the Premises.


              (g) The  Parties'  obligations  under this  PARAGRAPH  6.3 and all
indemnification  obligations  of both parties under this Lease shall survive the
expiration  or earlier  termination  of this Lease for a period of three  years.
Notwithstanding  the foregoing  sentence,  Lessee, at its sole cost and expense,
may, within ninety (90) days after the expiration or earlier termination of this
Lease,  deliver  to  Lessor  a  Phase I  environmental  assessment  report  (the
"Report") prepared by an environmental  consulting firm reasonably acceptable to
Lessor,  which shall be based upon an  inspection  of the Premises  occurring no
earlier than the date Lessee vacated the Premises. If such Report (including any
follow-up  reports  (such  as  a  Phase  II  environmental   assessment  report)
recommended by such  environmental  consulting  firm) concludes that there is no
evidence  of any  recognized  environmental  condition  in  connection  with the
Premises which was caused by Lessee,  then Lessee's  liability  under this Lease
for any Hazardous  Material or violations of environmental  laws shall terminate
as of the date this Lease  expires or  terminates,  and Lessor shall  provide to
Lessee a written  agreement  releasing  Lessee from such  liability.  The Report
shall be  performed  in  conformance  with the  scope  and  limitations  of ASTM
Practice E 1527.


                                       5

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
7.   MAINTENANCE, REPAIRS AND ALTERATIONS.


          7.1 LESSOR'S OBLIGATIONS.


              (a) Subject to the provisions of PARAGRAPH 9 and except for damage
caused by any  negligent  or  intentional  act or omission  of Lessee,  Lessee's
agents,  employees or invitees and except for Lessor's right to include  certain
costs as Total Common Area Charges pursuant to PARAGRAPH 11, Lessor, at Lessor's
expense,  shall keep in good  order,  condition,  and  repair  the  foundations,
exterior  walls,  and the  exterior  and  structural  portions of the  Premises,
including,  without  limitation,  the roof  and the  plumbing,  fire  sprinkler,
heating,   ventilation,  air  conditioning  ("HVAC"),  elevator  and  electrical
systems. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to  terminate  this  Lease or its  obligations  hereunder  because of
Lessor's  failure to keep the  Premises  in good order,  condition,  and repair.
Notwithstanding any provision to the contrary,  Lessee shall give Lessor written
notice of the need for repairs which Lessor is obligated to make pursuant to the
terms of this Lease, which if not timely performed, materially and detrimentally
affect (i)  Lessee's  ability to conduct its  business  in the  Premises or (ii)
Lessee's  ability to use and enjoy the  Premises.  If,  within  thirty (30) days
after written notice  regarding the necessity for such repairs has been given to
Lessor,  Lessor  shall not have  commenced  such  repairs,  then Lessee shall be
permitted  to make  reasonable  repairs  to the  Premises.  In the event  Lessee
exercises its rights  hereunder,  Lessor shall reimburse Lessee the cost thereof
within thirty (30) days following Lessor's receipt of a copy of the invoice from
the contractor  performing such repairs.  In the event Lessor fails to reimburse
Lessee the cost of such  repairs  within  thirty  (30) days  following  Lessor's
receipt of such  invoice,  then Lessee shall be  permitted to withhold  from the
next  installment  of monthly base rent an amount equal to the lesser of (i) the
cost of such repairs or (ii) twenty-five  percent (25%) of the monthly base rent
otherwise due and payable for such month.  In the event the cost of such repairs
is greater than  twenty-five  percent (25%) of the monthly base rent payable for
the month in question,  then Lessee  shall be permitted to withhold  from future
installments  of monthly base rent an amount equal to twenty-five  percent (25%)
of the  monthly  base  rent on a monthly  basis  until  such time as the  amount
withheld   equals  the  cost   incurred  by  Lessee  in  making   such   repair.
Notwithstanding  the two preceding  sentences to the contrary,  if the remaining
Term of this Lease or the term of any extension thereof is insufficient to allow
Lessee to recoup all of its costs of such repairs,  then on the expiration  date
of this Lease or on any earlier date this Lease is terminated,  Lessor shall pay
to Lessee  the  amount  required  to allow  Lessee  to recoup  its cost for such
repair.


          7.2 LESSEE'S OBLIGATIONS.


              (a) Lessee shall,  at its expense  throughout the Term,  maintain,
service,  replace,  and keep in good repair the plumbing and the interior of the
Premises including,  without limitation,  such items as floors, ceilings, walls,
doors, glass, paint, partitions and electrical fixtures, excluding however those
items for which Lessor is  specifically  made  responsible  under PARAGRAPH 7.1.
Lessee shall  surrender the Premises upon the expiration of the Term in the same
condition as received, ordinary wear and tear excepted. Lessee shall give Lessor
prompt written  notice of any defects or breakage in the  structure,  equipment,
fixtures, or of any unsafe condition upon or within the Premises.


              (b)  Lessor  shall  have the right to enter into and keep in force
during the Term a preventive  maintenance  contract with a licensed  heating and
air conditioning contractor providing for the regular inspection and maintenance
of the heating, ventilating and air conditioning equipment serving the Premises.
If Lessor elects to enter into such a preventive  maintenance  contract,  Lessee
shall pay to Lessor, as additional rent hereunder,  within sixty (60) days after
receiving  request  therefor  from Lessor,  all sums charged by such  contractor
under the preventive maintenance contract. Lessor may elect to enter into such a
preventive  maintenance  contract  that  covers  heating,  ventilating  and  air
conditioning  equipment serving the Premises as well as additional premises.  In
such case, Lessee shall only be responsible for those charges under the contract
relating to the heating,  ventilating and air conditioning equipment serving the
Premises.


              (c) On the last day of the  Term,  or on any  sooner  termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
broom clean, ordinary wear and tear, damage or destruction pursuant to PARAGRAPH
9, and  condemnation  excepted.  Lessee  shall repair any damage to the Premises
occasioned  by the  removal of its trade  fixtures,  furnishings  and  equipment


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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

pursuant to PARAGRAPH 7.3, which repair shall include,  without limitation,  the
patching  and  filling  of holes and repair of  structural  damage to the extent
caused by such removal.


          7.3 ALTERATIONS AND ADDITIONS.


              (a) Alterations, improvements, additions, utility installations or
removal  of any  fixtures  may not be made to the  Premises  without  the  prior
written  consent of Lessor which  consent  shall not be  unreasonably  withheld,
conditioned or delayed,  nor may any alterations to the "path of travel" (as the
term is defined in the ADA and the rules and regulations  implementing the ADA),
whether within or outside the Premises,  be made without  Lessor's consent which
consent shall not be  unreasonably  withheld,  conditioned  or delayed,  and any
alterations,  improvements,  additions or utility installations to the Premises,
excepting movable furniture and machinery and trade fixtures, shall, at Lessor's
option,  become part of the realty and belong to Lessor upon the  expiration  or
earlier  termination  of this Lease.  However,  the foregoing  shall not prevent
Lessee from installing  trade fixtures,  machinery,  or other trade equipment in
conformance  with all  applicable  ordinances,  regulations  and laws nor  shall
Lessor  unreasonably  withhold its consent to any alteration  necessary to bring
the Premises or the "path of travel" into  compliance with the ADA. Lessee shall
keep the Premises,  the building in which the Premises are located, and the land
on which the Premises are situated  free from any liens  arising out of any work
performed for, material furnished to, or obligations  incurred by the Lessee. It
is further  understood and agreed that under no circumstance is the Lessee to be
deemed the agent of the  Lessor  for any  alteration,  repair,  or  construction
within the Premises,  the same being done at the sole expense of the Lessee. All
contractors, materialmen, mechanics, and laborers are hereby charged with notice
that they must look only to the  Lessee  for the  payment of any charge for work
done at the request of Lessee or Lessee's  contractors  and materials  furnished
upon  the  Premises  during  the  Term at the  request  of  Lessee  or  Lessee's
contractors.   Notwithstanding  any  of  the  foregoing,  Lessee  may  construct
non-structural alterations,  additions and improvements ("Minor Alterations") in
the  Premises  with not less than  fourteen  (14) days prior  written  notice to
Lessor but without  Lessor's  prior  approval or consent,  if: (i) the aggregate
cost of all such work (whether  conducted in one or a series of jobs) during the
Term  does  not  exceed  Twenty  Thousand  Dollars  ($20,000);  (ii)  the  Minor
Alterations  do not  impact  the  systems of the  Premises  or  Project  such as
electrical,  heating, air conditioning,  water and plumbing; and (iii) the Minor
Alterations  are not visible from the Common Areas.  Lessee shall provide Lessor
with "as-built" plans showing the Minor Alterations if such "as-built" plans are
required by applicable law or if not so required,  to the extent such "as-built"
plans were  prepared by Lessee.  Upon  request,  Lessor shall  advise  Lessee in
writing  whether  it  reserves  the  right  to  require  Lessee  to  remove  any
alterations from the Premises upon termination of this Lease.


              (b) Upon the expiration or sooner  termination of the Term, Lessee
shall, upon written demand by Lessor, but only if at the time Lessor consents to
such alteration, addition or improvement it expressly conditions such consent on
such  removal  at  Lessee's  sole  expense,  with  due  diligence,   remove  any
alteration,  addition or improvement made by Lessee,  designated by Lessor to be
removed,  and repair any damage to the Premises  caused by such removal.  Lessee
shall remove all of its movable property and trade fixtures which can be removed
without damage to the Premises at the expiration or earlier  termination of this
Lease.


              (c) Any  and all of  Lessee's  contractors  and/or  subcontractors
constructing any alterations,  improvements, additions, utility installations or
removing  any  fixtures  shall sign a  "Contractor's  Hold  Harmless  Agreement"
substantially  in the form  attached  hereto as EXHIBIT  "B",  to be provided to
Lessor prior to commencement of such work. Contractor(s)/Subcontractor(s) who do
not currently  have a certificate of insurance on file with Lessor shall provide
Lessor with a certificate of insurance in which the commercial general liability
coverage shall not be less than $1,000,000, combined single limit, naming Lessor
and its member(s), manager(s), and partner(s) as additional insureds.


8.   INSURANCE; INDEMNITY.


          8.1 LESSEE'S LIABILITY  INSURANCE.  Lessee shall, at Lessee's expense,
obtain  and  keep in  force  during  the Term a  policy  of  commercial  general
liability  insurance  written on an occurrence basis insuring Lessee against any
liability arising out of the use, occupancy, and maintenance of the Premises and
all  areas  appurtenant  thereto.  Such  insurance  shall  be  primary  and  not
contributing  with any  insurance  maintained  by Lessor,  shall have a combined
single limit of liability of $2,000,000 and shall name Lessor, Holualoa Arizona,

                                       7

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

Inc.,  and Lessor's  existing and future  lenders as  additional  insureds.  The
limits of said  insurance  shall not,  however,  limit the  liability  of Lessee
hereunder.  Said insurance shall include Lessor's Protective  Liability coverage
and  shall  also   include   contractual   liability   coverage   covering   all
indemnification obligations of Lessee hereunder. If Lessee shall fail to procure
and maintain said  insurance,  Lessor may, but shall not be required to, procure
and maintain the same, but at the expense of Lessee.


          8.2 LESSEE'S  PROPERTY  INSURANCE.  Lessee shall, at Lessee's expense,
obtain  and keep in force  during  the Term a policy or  policies  of  insurance
covering loss or damage to Lessee's  personal  property,  merchandise,  stock in
trade,  fixtures and equipment located on the Premises from time to time, and to
all alterations,  improvements,  additions and utility installations made to the
Premises  by  Lessee,  in the  amount  of the full  replacement  value  thereof,
providing  protection  against all perils included within the  classification of
fire, extended coverage, vandalism,  malicious mischief, special extended perils
(special form).


          8.3  LESSOR'S  LIABILITY  INSURANCE.  Lessor  shall obtain and keep in
force during the Term a policy of commercial general liability insurance written
on an occurrence basis insuring Lessor against any liability  arising out of the
ownership,  use, occupancy, or maintenance of the Project,  including the Common
Areas.  Such  insurance  shall have a combined  single  limit of liability of at
least $2,000,000.


          8.4 LESSOR'S PROPERTY INSURANCE. Lessor shall obtain and keep in force
during the Term a policy or policies of insurance covering loss or damage to the
Project,  in the amount of the full  replacement  value  thereof,  exclusive  of
footings  and  foundations,  providing  protection  against all perils  included
within the  classification  of fire,  extended  coverage,  vandalism,  malicious
mischief,  special extended perils (special form). Lessee understands and agrees
that the  insurance  described  in this  PARAGRAPH  8.4 will not cover  Lessee's
personal property, merchandise, stock in trade, trade fixtures and equipment.


          8.5 OTHER  INSURANCE.  Lessor may,  at its option,  obtain and keep in
force  during the Term:  (i) a policy of business  interruption  insurance in an
amount  sufficient  to cover any loss of income from the Project for a period of
twelve (12) months;  and (ii) a policy of flood  insurance in an amount and upon
such other terms as are acceptable to Lessor.


          8.6  INSURANCE  POLICIES.  Insurance  required  hereunder  shall be in
companies  rated "A-XII" or better by A. M. Best Co., in Best's Key guide. On or
prior to the  Commencement  Date,  Lessee  shall  deliver  to  Lessor  copies of
policies of liability  insurance  required  under  PARAGRAPH 8.1 and policies of
casualty  insurance  required by PARAGRAPH 8.2 or  certificates  evidencing  the
existence  and  amounts  of such  insurance,  and in the  case of the  liability
insurance  policy  indicating that the parties  designated in PARAGRAPH 8.1 have
been named additional insureds thereunder. All such policies and certificates of
insurance  shall be on forms  reasonably  acceptable  to Lessor and shall  state
explicitly  that such insurance shall not be cancellable or subject to reduction
of coverage or other modification except upon at least thirty (30) day's advance
written  notice by the  insurer to Lessor.  Lessee  shall  furnish  Lessor  with
renewals or "binders" thereof, or Lessor may order such insurance and charge the
cost  thereof to Lessee,  which  amount  shall be payable by Lessee upon demand.
Lessee shall not do or permit to be done  anything  which shall  invalidate  the
insurance policies referred to in PARAGRAPHS 8.2, 8.3, 8.4 and 8.5. Either party
may provide any required  insurance under a so-called blanket policy or policies
covering other parties and locations and may maintain the required coverage by a
so-called  umbrella policy or policies,  so long as the required coverage is not
thereby diminished.


          8.7 WAIVER OF  SUBROGATION.  Lessee and Lessor each hereby  waives any
and all rights of recovery against the other, or against the officers, partners,
employees,  agents,  and  representatives of the other, for loss of or damage to
such waiving  party or its property or the property of others under its control,
where such loss or damage is insured  against  and  actually  covered  under any
property  insurance policy in force at the time of such loss or damage, but such
waiver extends only to the extent of the actual insurance  coverage.  Lessee and
Lessor shall, upon obtaining the policies of insurance required hereunder,  give
notice to the insurance  carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.


          8.8 INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor
from and against any and all claims  arising from  Lessee's use of the Premises,
or from the conduct of Lessee's  business or from any activity,  work, or things
done,  permitted,  or suffered by Lessee in or about the Premises or  elsewhere,
and shall further  indemnify,  defend and hold harmless  Lessor from and against
any and all claims arising from any breach or default in the  performance of any

                                       8

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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>

obligation  on Lessee's  part to be  performed  under the terms of this Lease or
arising  from any  negligence  of the  Lessee,  or any of the  Lessee's  agents,
contractors  or  employees,  and from and  against all costs,  attorneys'  fees,
expenses,  and  liabilities  incurred  in the  defense  of any such claim or any
action or  proceeding  brought  thereon;  provided,  however,  Lessee  shall not
indemnify, defend or hold harmless Lessor from and against any claim, liability,
expense,  lawsuit,  cost, loss or other damage,  including reasonable attorneys'
fees,  which  arise  from or are caused by or in anyway  connected  to the gross
negligence or willful misconduct of Lessor, its employees,  agents, contractors,
guests or invitees.  Subject to PARAGRAPH 8.9(a) below,  Lessor shall indemnify,
defend,  and hold  harmless  Lessee from and against any and all claims  arising
from  Lessor's  use of or entry onto the  Premises,  or the  conduct of Lessor's
business or from any activity,  work,  or things done,  permitted or suffered by
Lessor in or about the Common  Areas of Project,  and shall  further  indemnify,
defend and hold harmless Lessee from and against any and all claims arising from
any breach or default in the  performance  of any obligation on Lessor's part to
be performed under the terms of this Lease or arising from any gross  negligence
or willful  misconduct of Lessor,  or any of Lessor's  agents,  contractors,  or
employees  and from  and  against  all  costs,  attorneys'  fees,  expenses  and
liabilities  incurred  in the  defense  of any  such  claim  or  any  action  or
proceeding  brought  thereon;  provided,  however,  Lessor shall not  indemnify,
defend or hold harmless Lessee from and against any claim,  liability,  expense,
lawsuit, cost, loss or other damage, including reasonable attorneys' fees, which
arise from or are caused by or in anyway  connected to the negligence or willful
misconduct of Lessee, its employees, tenants, agents, guests or invitees.


          8.9 EXEMPTION OF LESSOR FROM LIABILITY.


              (a) Lessee  hereby  agrees that Lessor and its agents shall not be
liable for injury to Lessee's  business or any loss of income  therefrom  or for
damage to the goods, wares,  merchandise,  or other property of Lessee, Lessee's
employees,  invitees,  customers,  or any other person in or about the Premises,
nor shall  Lessor be  liable  for  injury  to the  person  of  Lessee,  Lessee's
employees, agents or contractors,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction, or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning,  light fixtures or from any other cause whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the building of which the Premises are a part, or from other sources
or places,  and  regardless of whether the cause of such damage or injury or the
means of  repairing  the same is  inaccessible  to Lessee.  Lessor  shall not be
liable for any damages  arising from any act or neglect of any other lessee,  if
any, of the building in which the Premises are located.


              (b) No individual  partners,  shareholders,  directors,  officers,
employees or agents of Lessor or individual,  member of a joint venture, tenancy
in common, firm or partnership,  general or limited,  which may be the Lessor or
any successor in interest,  shall be subject to personal  liability with respect
to any of the  covenants  or  conditions  of this  Lease.  Lessee  will not seek
recourse against the individual  partners,  shareholders,  directors,  officers,
employees  or  agents of Lessor  or an  individual,  member of a joint  venture,
tenancy in common,  firm or  partnership,  general or limited,  which may be the
Lessor or any  successor  in interest or any of their  personal  assets for such
satisfaction.  It is mutually agreed that this clause is and shall be considered
an integral part of this Lease.


          8.10 LESSEE'S PROPORTIONATE SHARE OF INSURANCE PREMIUMS.  Lessee shall
pay during the Term, as additional rent and in addition to all other charges due
hereunder,  Lessee's  proportionate share (calculated in the manner described in
PARAGRAPH  12) of the  premiums  for the  insurance  required or permitted to be
carried by Lessor  hereunder  (the  "Insurance  Amount"),  whether the Insurance
Amount  shall be the  result of the  nature of  Lessee's  occupancy,  any act or
omission  of Lessee,  requirements  of the holder of a mortgage or deed of trust
covering the Premises,  increased  valuation of the Premises or the Project,  or
otherwise. Lessee shall pay Lessor in advance its monthly estimated share of the
Insurance Amount together with all applicable  rental taxes due thereon,  within
ten (10) days after  receipt of an invoice from Lessor  setting  forth  Lessor's
estimate  of such  amount.  Within  ninety (90) days  following  the end of each
calendar year during the Term, or as soon thereafter as is reasonably  possible,
Lessor shall furnish Lessee with a statement of all of Lessor's  insurance costs
for the Project for the previous  calendar year  indicating  the  computation of
Lessee's  proportionate  share  of such  costs  for such  calendar  year and the
payments  made by Lessee  during  such  calendar  year.  If  Lessee's  aggregate
estimated  monthly  payments  actually  paid to Lessor for the calendar year are
greater than Lessee's proportionate share of all of Lessor's insurance costs for
the Project for such calendar year, Lessor, at Lessee's election, shall promptly
pay the excess to Lessee or shall apply the excess to any past due amounts owing
from Lessee to Lessor; if the payments made are less than Lessee's proportionate
share,  Lessee shall pay the  difference  to Lessor  within ten (10) days of its
receipt of such statement.


                                       9

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
9.   DAMAGE OR DESTRUCTION.


          9.1 RECONSTRUCTION OF PREMISES.  If during the Term all or any portion
of the Premises should be destroyed by fire or other casualty,  this Lease shall
continue  thereafter in full force and effect,  except as hereinafter  provided,
and the Lessor shall cause the  reconstruction  of the  Premises  within the one
twenty (120) days following such destruction to substantially the same condition
in which it existed at the time immediately preceding such destruction. Lessee's
obligation to pay rental to Lessor  hereunder  shall abate from the date of such
destruction until completion of such reconstruction and the Term hereof shall be
automatically extended for a period of time equivalent to that during which rent
is abated as aforesaid.  Should the Premises be partially  damaged or destroyed,
rent shall be abated in the same proportion as the destruction  affects Lessee's
ability   to  occupy  and  use  the   Premises   for  its   intended   purposes.
Notwithstanding the foregoing,  Lessor shall have thirty (30) days following the
partial or total destruction of the Premises to elect in writing not to commence
reconstruction,  repair or replacement of the Premises.  In the event of such an
election  by Lessor,  this Lease  shall be deemed  terminated  and of no further
force or effect.  Notwithstanding  the  foregoing,  if within  twenty  (20) days
following  any  damage  or  destruction  of  the  Premises,   Lessee  reasonably
determines  that  reconstruction  of the  Premises  shall take  longer  than one
hundred  twenty  (120) days from the date of such  damage or  destruction,  then
Lessee  shall  have the right to  terminate  this Lease with ten (10) days prior
written notice to Lessor.


          9.2 FORCE  MAJEURE.  If Lessor is bona fide  delayed or hindered in or
prevented  from  the  performance  of any  term,  covenant  or act  required  in
PARAGRAPH  9.1 by  reason of  strikes,  labor  troubles,  inability  to  procure
materials or services, power failure,  sabotage,  rebellion, war, act of God, or
other  reason  of a like  nature,  any of which  must be beyond  the  reasonable
control of Lessor,  financial inability  excepted,  then the performance of that
term,  covenant  or  act  is  excused  for  the  period  of the  delay  and  the
reconstruction period shall be deemed correspondingly extended.


          9.3 ABATEMENT  SOLE REMEDY.  Except for abatement of rent or the right
of Lessee to terminate this Lease,  each as provided in PARAGRAPH  9.1(a) above,
Lessee shall have no claim against  Lessor for any damage  suffered by reason of
any such damage, destruction, repair or restoration of the Premises.


          9.4 NOTICE OF LOSS OR DAMAGE.  Lessee shall give immediate  telephonic
notice to Lessor in cases of fire,  casualty or  accident in the  Premises or in
the  building of which the  Premises  are a part and shall  thereafter  promptly
confirm such notice in writing.


          9.5 WAIVER.  Lessee  expressly waives the benefit of A.R.S. ss. 33-343
or any other  statute now or hereafter in effect  which would  otherwise  afford
Lessee the right to terminate  this Lease or its  obligations  hereunder  due to
damage to or  destruction  of the  Premises  or the  Project and agrees that the
terms of this Lease  shall  govern  the  effect of any damage to or  destruction
thereof.


10.  REAL PROPERTY TAXES.


          10.1 PAYMENT OF LESSEE'S  PROPORTIONATE  SHARE OF TAXES.  Lessor shall
pay all real property taxes applicable to the Premises;  provided, however, that
Lessee  shall pay, as  additional  rent  hereunder  and in addition to all other
charges due hereunder, Lessee's proportionate share (as defined in PARAGRAPH 12)
of real  property  taxes  applicable  to the  Project  (the "Real  Property  Tax
Amount").  Lessee shall pay Lessor in advance its monthly estimated share of the
Real Property Tax Amount, together with all applicable rental taxes due thereon,
within ten (10) days  after  receipt of an invoice  from  Lessor  setting  forth
Lessor's  estimate of such amount.  Within ninety (90) days following the end of
each  calendar  year  during  the Term or as soon  thereafter  as is  reasonably
possible,  Lessor shall  furnish  Lessee with a statement  of all real  property
taxes  relating to the Project for the previous  calendar  year  indicating  the
computation of Lessee's proportionate share of such real property taxes for such
calendar  year and the payments  made by Lessee  during such  calendar  year. If
Lessee's  aggregate  estimated  monthly payments actually paid to Lessor for the
calendar year are greater than Lessee's proportionate share of all real property
taxes  relating to the  Project  for such  calendar  year,  Lessor,  at Lessee's
option, shall promptly pay the excess to Lessee or shall apply the excess to any
past due amounts owing from Lessee to Lessor; if the payments made are less than
Lessee's  proportionate  share, Lessee shall pay the difference to Lessor within
ten (10) days of its receipt of such statement. If the Term does not commence or


                                       10

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
expire  concurrently  with  the  commencement  or  expiration  of the tax  year,
Lessee's  liability for real  property  taxes for the such partial year shall be
prorated on an annual basis.


          10.2 DEFINITION OF "REAL PROPERTY TAX". As used herein, the term "real
property tax" shall include any form of assessment,  fee,  levy,  penalty or tax
imposed by any authority  having the direct or indirect  power to tax or assess,
including  any  city,  county,   state,  or  federal  government,   any  school,
agricultural,  lighting, drainage, or other improvement district thereof, or any
private owners  association  created by covenants,  conditions and  restrictions
binding on the Premises, as against any legal or equitable interest of Lessor in
the  Premises,  the Project and the real  property of which the Premises and the
Project are a part,  or as against  Lessor's  business  of leasing  space in the
Project.  The term "real  property tax" shall also include any tax,  fee,  levy,
assessment  or  charge,  or any  increase  therein,  imposed by reason of events
occurring  during  the  Term,  including,  but not  limited  to, a change in the
ownership of the Project.  Notwithstanding  the  foregoing,  "real property tax"
shall not include:  (i) all excess profits taxes,  franchise  taxes,  succession
taxes, estate taxes, capital stock taxes, inheritance taxes, gift taxes, federal
and state income  taxes or any other taxes  imposed upon or measured by Lessor's
gross income or profits unless the same is specifically  imposed in lieu of real
estate taxes or ad valorem taxes,  (ii) any items included in the CAM Amount (as
defined below);  (iii) taxes on those items  specifically  excluded from the CAM
Amount;  (iv) penalties for late  payments;  and (v) transfer taxes imposed upon
any  transfer  of the Project or any  interest  therein.  Tax  refunds  shall be
deductible  from "real property taxes" in the calendar year they are received by
Lessor.


          10.3 PERSONAL PROPERTY TAXES.


              (a)  Lessee  shall pay  prior to  delinquency  all taxes  assessed
against and levied upon trade fixtures,  furnishings,  equipment,  and all other
personal  property  of Lessee  contained  in the  Premises  or  elsewhere.  When
possible,  Lessee shall cause said trade fixtures,  furnishings,  equipment, and
all other personal  property to be assessed and billed  separately from the real
property of Lessor.


              (b) If any of Lessee's  personal  property  shall be assessed  and
billed  with  Lessor's  real  property,   Lessee  shall  pay  Lessor  the  taxes
attributable to Lessee within ten (10) days after receipt of a written statement
setting forth the taxes applicable to Lessee's property.


11.  COMMON AREA  CHARGES.  In addition to the rental and other  charges  herein
     provided  to be paid by Lessee to Lessor,  Lessee  shall pay to Lessor,  as
     additional  rent  and  as  Lessee's  share  of  the  cost  of  maintaining,
     operating, repairing and managing the Project, Lessee's proportionate share
     (as  defined  in  PARAGRAPH  12) of  the  Total  Common  Area  Charges  (as
     hereinafter  defined)  for any  calendar  year  during  the Term  (the "CAM
     Amount").  Lessee  shall  pay  Lessor  in  advance  its  monthly  estimated
     proportionate share (as described in PARAGRAPH 12) of the Total Common Area
     Charges,  together with all applicable rental taxes due thereon, within ten
     (10) days after receipt of an invoice from Lessor  setting  forth  Lessor's
     reasonable  estimate of such amount.  Within ninety (90) days following the
     end of each  calendar  year  during  the Term or as soon  thereafter  as is
     reasonably  possible,  Lessor shall furnish  Lessee with a statement of all
     actual Total Common Area Charges for the Project for the previous  calendar
     year  indicating  the  computation of Lessee's  proportionate  share of the
     Total Common Area Charges for such  calendar  year and the payments made by
     Lessee during such calendar year. If Lessee's  aggregate  estimated monthly
     payments  actually  paid to Lessor for the  calendar  year are greater than
     Lessee's  proportionate  share of the Total  Common  Area  Charges for such
     calendar year, Lessor shall, at Lessee's option, promptly pay the excess to
     Lessee or shall apply the excess to any past due amounts  owing from Lessee
     to Lessor; if the payments made are less than Lessee's proportionate share,
     Lessee  shall  pay the  difference  to Lessor  within  ten (10) days of its
     receipt of such  statement.  Total Common Area Charges shall consist of all
     costs and expenses of every type associated  with the  management,  repair,
     and maintenance of the Common Areas including,  without  limitation,  costs
     and expenses for the following: gardening and landscaping; utilities, water
     and sewer  charges;  premiums for liability,  property  damage and casualty
     insurance and workman's compensation insurance; all personal property taxes
     levied on or attributable to personal  property used in connection with the
     Common Areas;  straight line  depreciation  on personal  property  owned by
     Lessor  which is consumed in the  operation  or  maintenance  of the Common
     Areas;  rental  or lease  payments  paid by  Lessor  for  rented  or leased
     personal  property  used in the operation or  maintenance  of Common Areas;
     fees for required licenses and permits; refuse disposal charges; repairing,
     resurfacing,  repaving,  maintaining,  painting, lighting, cleaning, refuse
     removal, security and similar items; exterior painting of the Project; fees

                                       11

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
     paid to  property  managers  which  fee  shall  not  exceed  rates  paid to
     comparable  property  managers  by other  landlords  to  manage  comparable
     properties in the Tucson, Arizona area (including,  without limitation,  an
     amount  equal to the fair rental  value of any on-site  manager's  office);
     amortization of capital expenses,  including financing costs at then market
     rates if (i)  required by a  governmental  entity for energy  conservation,
     life safety, ADA or environmental  purposes,  or (ii) such capital expenses
     reduce Total Common Area Charges; compensation (including employment taxes)
     of  all  persons  who  perform   duties   connected   with  the  operation,
     maintenance,  or repair of the Project,  but only to the extent of the time
     performed working on the Project; repair and maintenance of exterior roofs;
     and reserves for roof replacement,  including the repair and replacement of
     the coating,  membrane,  and decking of the roof,  but  excluding any costs
     incurred  in  connection  with any  repairs or  improvements  with the roof
     structure. Said Total Common Area Charges shall further include all charges
     for utilities  supplied to the Premises and to other tenants of the Project
     which are not  separately  metered,  all  charges  for  regular  preventive
     maintenance service of mechanical equipment including,  without limitation,
     heating,  ventilating  and air  conditioning  equipment,  which  serves the
     Common Areas,  the cost of lighting,  maintenance and repair of the Project
     identification  signs, all charges for repair and maintenance of mechanical
     equipment,  including,  without  limitation,  heating,  ventilating and air
     conditioning  equipment which is attributable to the Project,  and the cost
     of  repairing  and   maintaining   the  plumbing,   electrical   and  other
     off-Premises  facilities  serving the  Premises or the  Project.  The Total
     Common Area Charges that vary with occupancy and that are  attributable  to
     any part of the Term in which less than  ninety-five  percent  (95%) of the
     rentable  area of the Project is  occupied  by tenants  will be adjusted by
     Lessor to the amount that Lessor  reasonably  believes they would have been
     if  ninety-five  percent (95%) of the rentable area of the Project had been
     so occupied.  Notwithstanding  any  provision to the contrary  contained in
     this Lease,  during the initial Term of this Lease  (excluding  however any
     Extension  Term),  that  portion  of the  CAM  Amount  that is  within  the
     reasonable control of Lessor (the "Controllable CAM Amount") for a calendar
     year shall not  increase  by more than seven and seventy  seven  hundredths
     percent (7.77%) over the Controllable CAM Amount for the previous  calendar
     year during the years 2000,  2001,  and 2002 and shall not increase by more
     than ten percent  (10%) over the  Controllable  CAM Amount for the previous
     calendar  year during the years 2003,  2004 and January and February of the
     year 2005.


Notwithstanding the foregoing, the CAM Amount shall not include:

              (a) any leasing or brokerage commissions;

              (b)  expenses  which relate to  preparation  of rental space for a
tenant;

              (c) legal fees and disbursements relating to other tenants;

              (d) costs of repair to the extent  actually  reimbursed by payment
received by Lessor of insurance proceeds;

              (e)  interest  and  principal  upon  loans to Lessor or secured by
mortgages or deeds of trust covering the Project or a portion thereof;

              (f) salaries of executive officers of Lessor;

              (g) depreciation claimed by Lessor for tax purposes;

              (h) the  costs of any  service  provided  to any  other  tenant or
occupant of the Project  which either (1) is not supplied or furnished to Lessee
or (2) is supplied or  furnished  to Lessee  pursuant to the terms of this Lease
for a separate or additional charge;

              (i)  payments  made  to  Lessor  or  a  company  or  other  entity
affiliated  with Lessor for goods and services to the extent that such  payments
exceed the amounts that would have been paid to  independent  third  parties for
goods  and  services  of like  kind in  connection  with the  repair,  cleaning,
maintenance and security of the Project;

              (j) the costs of any addition to the Project;

              (k) the  costs  of any  sale,  financing,  or  refinancing  of the
Project;

              (l) fines or  penalties  incurred  due to a violation by Lessor of
any  governmental  law,  rule or  regulation  or due to the gross  negligence of
Lessor or any of its agents, representatives;

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              (m) capital costs incurred by Lessor to comply with any government
laws,  rules and  regulations,  unless such  capital  costs arise from  Lessee's
particular  use of the  Premises  or are  Lessee's  responsibility  pursuant  to
PARAGRAPH 6.2(a) or unless such capital costs are specifically  included in this
PARAGRAPH 11;

              (n) except as  expressly  permitted  above in this  PARAGRAPH  11,
costs for off-site management and overhead;

              (o)  costs  which  are  covered  by  and  reimbursable  under  any
contractor, manufacturer or supplier warranty of service contracts;

              (p) except for reserves for the repair and maintenance of the roof
as  expressly  permitted  above in this  PARAGRAPH  11,  reserves  of any  kind,
including,  but not limited to, replacement reserves,  reserves for bad debts or
lost rent or any  similar  charge not  involving  the  payment of money to third
parties;

              (q) any tax or  assessment  expense:  (1) in excess of the  amount
which would be payable if such tax or  assessment  expense  (including  carrying
costs)  were  paid in  installments  over the  longest  permitted  term  without
becoming  delinquent;  (2)  imposed  on land  and  improvements  other  than the
Project;  (3)  occasioned  by  Lessor's  failure to pay  timely or  perform  any
obligation of Lessor except to the extent such delay is  attributable to Lessee;
or (4) consisting of a tax or assessment for the  investigation,  remediation or
removal of any Hazardous Material  attributable to another tenant of the Project
and/or existing prior to Lessee taking possession of the Premises;

              (r)  the  costs,  including,   without  limitation,   of  repairs,
maintenance,   improvements,   replacements,  premiums,  claims,  losses,  fees,
commissions,  charges, disbursements,  attorneys' fees, experts' fees, costs and
expenses (collectively,  the "Costs"): (1) occasioned by fire or other casualty,
or by the  exercise  of the  power of  eminent  domain,  but only to the  extent
covered and paid for by insurance or condemnation proceeds; (2) for which Lessor
is actually  reimbursed from other tenants of the Project; or Costs which Lessee
pays  directly to a third  person;  (3) incurred in  connection  with any tenant
improvement, alteration or redecorating of space leased or held for lease in the
Project;  (4) to the extent arising from the materially  disproportionate use of
any utility or service  supplied by Lessor to any other  occupant of the Project
or  associated  with  separately  metered  utilities to another  occupant of the
Premises or with utilities and services to another  occupant of the Project of a
type not provided to Lessee;  (5) arising from any  remediation of any Hazardous
Material in the Projet which is required to be remediated  under applicable law;
(6) arising from the abatement of asbestos  containing  material in the Project;
and (7) of any  mortgage  or debt  secured by the  Project,  including,  without
limitation,  interest,  principal,  charges and fees,  and any rent under ground
leases;

              (s) costs of  advertising  and  public  relations  and  promotions
associated with the promotion or leasing of the Project and costs of signs in or
on the  Project  identifying  the  owners of the  Project  or any  tenant of the
Project;

              (t) costs incurred in connection with disputes with tenants, other
occupants,  or prospective tenants, or costs and expenses incurred in connection
with negotiations or disputes with employees, management agents, leasing agents,
purchasers or mortgagees of the Project;

              (u) costs of repairing,  replacing or otherwise correcting defects
(including latent defects) in or inadequacies of (excluding,  however, the costs
of  ordinary  and  customary  maintenance  and  repair)  the  initial  design or
construction  of the Project or the costs of repairing,  replacing or correcting
defects  in the  initial  design  or  construction  of any  tenant  improvements
originally constructed by Lessor ;

              (v) increased  insurance  premiums caused by Lessor's or any other
tenant's hazardous acts;

              (w) costs of overtime HVAC service provided to any other tenant of
the Project and, to the extent Lessor has billed Lessee  directly for such costs
separate from the CAM Amount, to Lessee;

              (x) fees for management of the Project in excess of the management
fees provided for hereinabove;

              (y) the cost of any judgment,  settlement,  or  arbitration  award
resulting from any liability of Lessor;


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              (z) the cost of providing  any service  customarily  provided by a
managing agent and the cost of which is customarily  included in management fees
(e.g., bookkeeping and accounting costs);

              (aa) the cost of any separate  electrical meter cost or any survey
Lessor may provide to any other tenant in the Project;

              (bb) costs  relating to withdrawal  liability or unfunded  pension
liability under the Multi-Employer Pension Plan Act or similar law;

              (cc)  amounts  payable  pursuant  to any  operating  agreement  or
reciprocal easement agreement  (excluding,  however,  any amounts or assessments
payable  pursuant  to the  covenants,  conditions  and  restrictions  (as may be
amended or supplemented) of Butterfield  Business Center which currently affects
the Project);

              (dd)  any  costs   arising  from  any   charitable   or  political
contributions;

              (ee)  the  entertainment  and  travel  expenses  of  Lessor,   its
employees, agents, officers, directors, partners and affiliates;

              (ff) any costs, fees, dues,  contributions or similar expenses for
industry associations or similar organizations in which the Project is a member;
and

              (gg) any cost expressly  excluded from the CAM Amount elsewhere in
this Lease.


12.  PROPORTIONATE   SHARE.  For  purposes  of  PARAGRAPHS  8.10  and  10.1  and
     PARAGRAPHS 11 and 13, Lessee's  proportionate share to be used to calculate
     the  Insurance  Amount,  the Real  Property Tax Amount,  the CAM Amount and
     Lessee's  responsibility  for any utilities  supplied to the Premises which
     are not separately  metered shall be a fraction,  the numerator of which is
     the total first floor gross rentable  square  footage of the Premises,  and
     the  denominator  of which is the total first floor gross  rentable  square
     footage of the entire Project, from time to time. The parties agree that as
     of the  Commencement  Date,  Lessee's  proportionate  share  will  be  40.5
     percent,  which figure is derived by dividing  23,173 square feet by 57,263
     square feet.  Lessee's  proportionate share as of the Commencement Date, as
     described above, is a negotiated figure and shall govern whether or not the
     actual rentable square footage of the Premises and/or the entire Project as
     of the Commencement Date is the same as that described above.


13.  UTILITIES; UTILITIES DEREGULATION.


          13.1 UTILITIES.  For any utility which is separately  metered,  Lessee
shall pay for all water, gas, heat, light, power, telephone, and other utilities
and services supplied to the Premises,  together with any taxes thereon.  If any
utility supplied to the Premises is not separately metered, Lessee shall pay its
proportionate share of the cost thereof as Total Common Area Charges.


          13.2 LESSOR CONTROLS SELECTION. If permitted by law, Lessor shall have
the  right at any time and from time to time  during  the Term to  contract  for
service from a company or companies providing electricity service different from
the utility company currently providing electricity service to the Project (each
such different company shall hereinafter be referred to as an "Alternate Service
Provider").


          13.3 LESSEE  SHALL GIVE LESSOR  ACCESS.  Lessee shall  cooperate  with
Lessor, the utility company currently providing  electricity to the Project (the
"Electric  Service  Provider"),  and any Alternate Service Provider at all times
and, as reasonably necessary,  shall allow Lessor, Electric Service Provider and
any Alternate  Service  Provider  reasonable  access to the  Project's  electric
lines, feeders, risers, wiring and any other machinery within the Premises.


          13.4 LESSOR NOT RESPONSIBLE FOR INTERRUPTION OF SERVICE.  Lessor shall
in no way be liable or responsible for any loss,  damage, or expense that Lessee
may sustain or incur by reason of any change, failure, interference, disruption,
or defect in the supply or  character of the  electric  energy  furnished to the
Premises,  or if the quantity or character  of electric  energy  supplied by the
Electric  Service  Provider  or any  Alternate  Service  Provider  is no  longer

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available or suitable for Lessee's  requirements,  and no such change,  failure,
defect,   unavailability,   or  unsuitability  shall  constitute  an  actual  or
constructive eviction in whole or in part, or entitle Lessee to any abatement or
diminution of rent or additional  rent, or relieve  Lessee from any  obligations
under the Lease.


14.  ASSIGNMENT AND SUBLETTING.


          14.1 LESSOR'S  CONSENT  REQUIRED.  Lessee shall not  voluntarily or by
operation of law, assign,  transfer,  sublet, or otherwise  transfer or encumber
all or any part of Lessee's  interest in this Lease or in the Premises,  without
Lessor's  prior  written  consent  which  shall  not be  unreasonably  withheld,
conditioned  or  delayed.  Lessee  shall not  mortgage or  hypothecate  Lessee's
leasehold  interest in the Premises or any part thereof  without  Lessor's prior
written consent. Any attempted assignment,  transfer, mortgage,  encumbrance, or
subletting  without such consent shall be void, and shall constitute a breach of
this Lease.  Notwithstanding  the foregoing,  Lessee shall not voluntarily or by
operation of law, assign,  transfer,  sublet, or otherwise  transfer or encumber
all or any part of Lessee's interest in this Lease or in the Premises during any
Extension Term (as defined below).


          14.2  NO  RELEASE  OF  LESSEE.  Regardless  of  Lessor's  consent,  no
subletting or assignment  shall release  Lessee of Lessee's  obligation or alter
the  primary  liability  of  Lessee  to pay the rent and to  perform  all  other
obligations  to be performed by Lessee  hereunder,  and no  assignment  shall be
effective unless and until the assignee executes a written  instrument,  in form
acceptable to Lessor, assuming all of Lessee's obligations under this Lease. The
acceptance  of rent by Lessor from any other  person shall not be deemed to be a
waiver  by  Lessor  of  any  provision  hereof.  Consent  to one  assignment  or
subletting  shall  not  be  deemed  consent  to  any  subsequent  assignment  or
subletting.


          14.3 PROFITS ON ASSIGNMENT OR SUBLEASE.  Without  affecting any of its
other obligations under this Lease,  Lessee shall pay to Lessor one-half of sums
or other economic  consideration  received by Lessee  ("Transfer  Premium") as a
result of (1) subletting  any or all of the space covered by this Lease,  and/or
(2)  assignment of this Lease.  This amount shall be in addition to any rent due
under this Lease,  and shall apply to all amounts received by the Lessee whether
or not  described  as  payments of "rent." The  following  expenses  incurred by
Lessee shall be deducted from the Transfer Premium: (1) any changes, alterations
and improvements to the Premises in connection with the permitted  assignment or
subletting,  (2) any space  planning,  architectural  or design fees or expenses
incurred in connection  with such permitted  assignment or  subletting,  (3) any
reasonable improvement allowance provided to the transferee,  (4) any reasonable
brokerage  commissions  incurred  by Lessee in  connection  with such  permitted
assignment or subletting,  (5) any reasonable attorneys' fees incurred by Lessee
in  connection  with such  permitted  assignment  or  subletting,  (6) any lease
takeover costs incurred by Lessee in connection  with such permitted  assignment
or subletting,  (7) any reasonable out of pocket costs of advertising  the space
which  is the  subject  of such  permitted  assignment  or  subletting,  (8) any
reasonable allowance for actual moving expenses provided to the transferee,  and
(9) any other  costs  reasonably  incurred  by Lessee  in  connection  with such
permitted assignment or subletting.


15.  DEFAULTS; REMEDIES.


          15.1  DEFAULTS.  The  occurrence  of any one or more of the  following
events shall constitute a material default and breach of this Lease by Lessee:


              (a) The vacating or  abandonment  of the Premises by Lessee unless
Lessee continues to pay rent and perform all its obligations under this Lease.


              (b) The failure by Lessee to make any payment of rent or any other
payment  required  to be made by Lessee  hereunder  within  ten (10) days  after
receipt of written notice of such failure;  provided,  however, Lessor shall not
be required to give such notice more than two (2) times within any calendar year
of the  failure  to pay when due and  thereafter  any  such  failure  shall be a
material  default and breach if not paid on or before the fifth (5th) day of the
date such payment was due.


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              (c) The  failure  by  Lessee  to  observe  or  perform  any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee,  other than described in Subsection (b) above,  where such failure shall
continue  for a period of thirty (30) days after  written  notice  thereof  from
Lessor to Lessee;  provided,  however,  if the nature of Lessee's  obligation is
such that more than thirty (30) days are required for  performance,  then Lessee
shall not be in default  if Lessee  commences  performance  within  such  30-day
period and thereafter diligently prosecutes the same to completion.


              (d) (i) The making by Lessee of any general  assignment or general
arrangement  for the benefit of creditors;  (ii) the filing by or against Lessee
of  a  petition  to  have  Lessee   adjudged  a  bankrupt  or  a  petition   for
reorganization or arrangement under any law relating to bankruptcy  (unless,  in
the case of a petition filed against Lessee,  the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days;  or (iv) the  attachment,  execution,  or other  judicial  seizure of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days.


              (e) The  chronic  delinquency  by Lessee in the payment of monthly
rental,  or any other periodic  payment required to be paid by Lessee under this
Lease. "Chronic delinquency" shall mean failure by Lessee to pay monthly rental,
or any other  periodic  payment  required to be paid by Lessee under this Lease,
within ten (10) days within the time period as described  in  PARAGRAPH  15.1(b)
above,  for any three (3)  months  (consecutive  or  nonconsecutive)  during any
twelve (12) month period. In the event of the chronic  delinquency,  at Lessor's
option, Lessor shall have the additional right to require that monthly rental be
paid by Lessee quarterly, in advance, for the remainder of the Term.


              (f) Any guarantor of this Lease  revokes or otherwise  terminates,
or purports to revoke or otherwise terminate (by operation of law or otherwise),
any guaranty of all or any portion of Lessee's obligations under this Lease.


          15.2 REMEDIES.  In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter,  with or without notice or demand and
without  limiting  Lessor in the  exercise  of any other  right or remedy  which
Lessor may have by reason of such default or breach:


              (a) Terminate this Lease by any lawful means, in which case Lessee
shall  surrender  possession  of the Premises to Lessor.  In such event,  Lessor
shall be  entitled  to recover  from  Lessee all  damages  incurred by Lessor by
reason of Lessee's default including, but not limited to, the cost of recovering
possession  of  the  Premises;   expenses  of  reletting,   including  necessary
renovation and alteration of the Premises,  reasonable  attorneys' fees, and any
real  estate  commission  actually  paid;  the  "worth  at the  time  of  award"
established by the court having jurisdiction  thereof of the amount by which the
unpaid rent and other  charges due for the balance of the Term after the time of
Lessee's default exceeds the amount of such rental loss for the same period that
Lessee proves by evidence could have been reasonably  avoided;  and that portion
of the leasing  commission  paid by Lessor  applicable to the unexpired  term of
this Lease.  Unpaid  installments of rent or other sums shall bear interest from
the date due at the rate of 10% per  annum;  provided,  however,  if Lessee  has
failed to make  timely  payments of rent or other sums due under this Lease more
than three (3) times in any calendar year,  then on the next unpaid  installment
and all subsequent unpaid  installments  during the Term of this Lease, the rate
of interest on such unpaid installment shall be fifteen percent (15%) per annum.
For  purposes  of this  PARAGRAPH  15.2(a),  "worth at the time of award" of the
amount referred to above shall be computed by discounting  each amount by a rate
equal to the  prime  rate  (or its  equivalent)  of Bank  One,  Arizona  (or any
successor  institution)  at the time of the award,  but in no event more than an
annual rate of ten percent (10%).


              (b) Re-enter the Premises,  without  terminating  this Lease,  and
remove any property from the Premises, in which case Lessor shall be entitled to
enforce all of Lessor's  rights and  remedies  under this Lease,  including  the
right to recover  the rent and all other  amounts due  hereunder  as they become
due. No re-entry or taking possession of the Premises by Lessor pursuant to this
PARAGRAPH  15.2 or other  action  on  Lessor's  part  shall be  construed  as an
election to  terminate  the Lease unless a written  notice of such  intention is
given to Lessee or unless  the  termination  thereof  is  decreed  by a court of
competent  jurisdiction.  Lessor's election not to terminate this Lease pursuant
to this PARAGRAPH 15.2(b) or pursuant to any other provision of this Lease shall

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not  preclude  Lessor  from  subsequently  electing to  terminate  this Lease or
pursuing any of its other remedies.


              (c)  Maintain  Lessee's  right to  possession,  in which case this
Lease shall  continue in effect,  whether or not Lessee shall have abandoned the
Premises.  In such event  Lessor  shall be  entitled  to enforce all of Lessor's
rights and remedies  under this Lease,  including  the right to recover the rent
and all other amounts due hereunder as they become due.


              (d)  Pursue  any  other  or  additional  remedy  now or  hereafter
available  to  Lessor  under  the laws or  judicial  decisions  of the  State of
Arizona,  including,  without  limitation,  the imposition of a landlord's  lien
against any property located within the Premises.


   The remedies set forth herein shall be deemed cumulative and not exclusive.

          15.3 DEFAULT BY LESSOR.  Lessor shall not be deemed in default  unless
Lessor fails to perform obligations required of Lessor within a reasonable time,
but in no event later than thirty  (30) days after  written  notice by Lessee to
Lessor and to the holder of any mortgage or deed of trust  covering the Premises
whose  name and  address  shall have  theretofore  been  furnished  to Lessee in
writing  specifying  wherein  Lessor  has failed to  perform  such  obligations;
provided,  however,  that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance,  then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently  prosecutes  the same to  completion.  If  Lessor  does not  perform,
Lessor's  mortgagee  may perform in  Lessor's  place and Lessee must accept such
performance.  In no event shall Lessee have the right to terminate this Lease as
a result of Lessor's default,  and Lessee's remedies shall be limited to damages
and/or an injunction.


          15.4 LATE  CHARGES.  Lessee hereby  acknowledges  that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs  not  contemplated  by this  Lease,  the  exact  amount  of which  will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges,  and late charges  which may be imposed on
Lessor  by the  terms of any  mortgage  or trust  deed  covering  the  Premises.
Accordingly,  if any  installment of rent or any other sum due from Lessee shall
not be received  by Lessor or Lessor's  designee on or before the date when due,
Lessee  shall pay to Lessor a late  charge  equal to ten  percent  (10%) of such
overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason of late payment
by Lessee. Acceptance of such late charge by Lessor shall in no event constitute
a waiver of Lessee's  default with  respect to such  overdue  amount nor prevent
Lessor from exercising any of the other rights and remedies granted hereunder.


16.  CONDEMNATION. If less than twenty percent (20%) of the gross rentable floor
     area of the  Premises is taken under the power of eminent  domain,  or sold
     under the  threat of the  exercise  of said  power (all of which are herein
     called  "condemnation")  and Lessee's business is not otherwise  materially
     and adversely harmed, this Lease shall terminate as to the part so taken as
     of the  date  one (1)  day  prior  to the  earlier  of the  date  when  the
     condemning  authority  takes  title or  possession  and the  rent  shall be
     reduced in the proportion that the gross rentable floor area taken bears to
     the total gross  rentable  floor area of the original  Premises.  If twenty
     percent  (20%)  or more of the  floor  area of the  Premises  is  taken  by
     condemnation, either Lessor or Lessee may terminate this Lease by providing
     the other with written  notice  thereof  within ten (10) days following the
     date when the condemning  authority  takes title or  possession,  whichever
     first occurs. If neither Lessor or Lessee elects to terminate this Lease in
     accordance  with the  foregoing,  this Lease shall remain in full force and
     effect as to the portion of the  Premises  remaining,  except that the rent
     shall be reduced in the proportion that the gross rentable floor area taken
     bears to the total gross rentable floor area of the original Premises.  Any
     award for the taking of all or any part of the Premises  under the power of
     eminent  domain or any payment  made under  threat of the  exercise of such
     power shall be the property of Lessor,  whether such award shall be made as
     compensation  for diminution in value of the leasehold or for the taking of
     the fee, or as severance damages;  provided,  however, that Lessee shall be
     entitled to any award for loss or damage to  Lessee's  trade  fixtures  and
     removable  property  or for  the  interruption  of or  damage  to  Lessee's
     business  (excluding,  however,  any award  specifically  identified as the
     value of the leasehold  interest created by this Lease).  In the event that
     this Lease is not terminated by reason of such condemnation,  Lessor shall,
     to  the  extent  of  severance  damages  actually  received  by  Lessor  in

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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
     connection with such condemnation, repair any damage to the Premises caused
     by such  condemnation  except to the extent that Lessee has been reimbursed
     therefor by the condemning authority.


17.  GENERAL PROVISIONS.


          17.1 ESTOPPEL CERTIFICATE.


              (a) Lessee  shall at any time upon not less than  twenty (20) days
prior written notice from Lessor  execute,  acknowledge  and deliver to Lessor a
written estoppel certificate or a three-party agreement among Lessor, Lessee and
Lessor's  mortgagee or beneficiary  of a deed of trust (i) certifying  that this
Lease is unmodified  and in full force and effect (or, if modified,  stating the
nature of such  modification and certifying that this Lease, as so modified,  is
in full force and effect)  and the date to which the rent and other  charges are
paid in  advance,  if any;  (ii)  acknowledging  that there are not, to Lessee's
knowledge,  any uncured defaults on the part of Lessor hereunder,  or specifying
such defaults if any are claimed; (iii) setting forth such other statements with
respect  to this  Lease as may be  reasonably  requested  by Lessor or  Lessor's
mortgagee or  beneficiary  of a deed of trust;  and (iv) agreeing to such notice
provisions and other matters as such mortgagee or beneficiary of a deed of trust
may reasonably require in connection with Lessor's financing.  Any such estoppel
certificate  or  three-party  agreement may be  conclusively  relied upon by any
prospective purchaser or encumbrancer of the Project.


              (b) Lessee's  failure to deliver such  statement  within such time
shall be conclusive upon Lessee (i) that this Lease is in full force and effect,
without modification except as may be represented by Lessor, (ii) that there are
no uncured  defaults in Lessor's  performance,  and (iii) that not more than one
month's rent has been paid in advance.


              (c) If Lessor desires to finance or refinance the Project,  or any
part thereof, Lessee hereby agrees to deliver to any lender designated by Lessor
such  financial  statements  of Lessee  as may be  reasonably  required  by such
lender. Such statements shall include the past three years' financial statements
of  Lessee.  All such  financial  statements  shall be  received  by  Lessor  in
confidence and shall be used only for the purposes herein set forth.


          17.2 LESSOR'S  LIABILITY.  The term "Lessor" as used herein shall mean
only the owner or owners at the time in  question of the fee title or a lessee's
interest in a ground lease of the Premises. In the event of any transfer of such
title or interest,  Lessor herein named (and in case of any subsequent transfers
the then grantor)  shall be relieved from and after the date of such transfer of
all  liability as respects  Lessor's  obligations  thereafter  to be  performed,
provided  that any funds in the hands of Lessor or the then  grantor at the time
of such  transfer,  in which Lessee has an  interest,  shall be delivered to the
grantee.  The  obligations  contained  in this Lease to be  performed  by Lessor
shall, subject as aforesaid, be binding on Lessor's successors and assigns, only
during their respective periods of ownership.


          17.3  SEVERABILITY.  The  invalidity of any provision of this Lease as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provision hereof.


          17.4  INTEREST ON PAST-DUE  OBLIGATIONS.  Except as  expressly  herein
provided,  any amount due to Lessor not paid when due shall bear interest at the
rate of 15% per annum  from the date due.  Payment  of such  interest  shall not
excuse or cure any default by Lessee under this Lease.


          17.5 TIME OF ESSENCE. Time is of the essence.


          17.6 CAPTIONS. Section and paragraph captions are not a part hereof.


          17.7  INCORPORATION  OF  PRIOR  AGREEMENTS;   AMENDMENTS.  This  Lease
contains all  agreements  of the parties  with  respect to any matter  mentioned

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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
herein. No prior agreement or understanding  pertaining to any such matter shall
be effective.  This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification.


          17.8  NOTICES AND  PAYMENTS.  All  notices  and  demands  which may be
required or permitted to be given to either party hereunder shall be in writing,
and all such notices and demands  hereunder shall be sent by Federal Express (or
other reputable courier  service),  certified United States mail, return receipt
requested,  postage prepaid,  or hand delivered including by reputable overnight
carrier to the  addresses set out below or to such other person or place as each
party may from time to time designate in a notice to the other. All payments due
hereunder  shall be sent by first class United States mail,  postage  prepaid or
hand  delivered  to the  address  of the  Lessor  set out below or to such other
person or place as Lessor may from time to time designate in a notice to Lessee.
Notices and payments shall be deemed given and made upon actual receipt.


                If to Lessor:      Holualoa Butterfield Industrial, L.L.C.
                                   c/o Holualoa Arizona, Inc.
                                   3573 East Sunrise Drive, Suite 225
                                   Tucson, Arizona  85718
                                   Attn.:  Mr. Michael Perlman

                With Copies of Notices
                and Demands to:    Golden American Life Insurance Company
                                   c/o ING Investment Management
                                   5780 Powers Ferry Road N.W. Suite 300
                                   Atlanta, Georgia 30327-4346

                            AND

                                   Nyemaster, Goode, McLaughlin, Voigts, West,
                                    Hansell & O'Brien, P.C.
                                   1900 Hub Tower
                                   699 Walnut Street
                                   Des Moines, Iowa 50309

                            AND

                                   Holualoa Butterfield Industrial, L.L.C.
                                   c/o Holualoa Arizona, Inc.
                                   75-5706 Hanama Place, Suite 104
                                   Kailua-Kona, Hawaii 96740
                                   Attn: Ms. Lynn Taube

                    If to Lessee:  At the street address of the Premises
                                   Attn.:  Mr. Michael Bayley

                With Copies to:    State Street Bank and Trust Company
                                   225 Franklin Street
                                   Boston, Massachusetts  02110
                                   Attn:  Mr. Peter Sherwood

          17.9 MORTGAGEE PROTECTION


              (a) If, in connection with obtaining  financing for the Project or
any portion thereof,  Lessor's lender shall request reasonable  modifications to
this Lease as a  condition  to such  financing,  Lessee  shall not  unreasonably
withhold,  delay or defer  its  consent  to such  modifications,  provided  such
modifications  do not  adversely  affect  Lessee's  rights or increase  Lessee's
obligations under this Lease.


              (b)  Lessee  agrees to give to any trust deed or  mortgage  holder
("Holder"),  by prepaid  certified mail, return receipt  requested,  at the same
time as it is given to Lessor,  a copy of any notice of default given to Lessor,
provided that prior to such notice Lessee has been notified, in writing, (by way
of notice of  assignment  of rents and leases,  or  otherwise) of the address of
such Holder. Lessee further agrees that if Lessor shall have failed to cure such
default  within the time provided for in this Lease,  then the Holder shall have
an additional twenty (20) days after expiration of such period, or after receipt
of such  notice  from  Lessee (if such  notice to the Holder is required by this
PARAGRAPH  17.9(b)),  whichever  shall  last  occur,  within  which to cure such
default  or if such  default  cannot  be  cured  within  that  time,  then  such
additional  time as may be necessary if within such twenty (20) days, any Holder
has  commenced and is  diligently  pursuing the remedies  necessary to cure such
default  (including but not limited to commencement of foreclosure  proceedings,
if  necessary,  to effect  such cure),  in which event this Lessee  shall not be
terminated.


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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
          17.10  WAIVERS.  No waiver by Lessor of any provision  hereof shall be
deemed a waiver of any other  provision  hereof or of any  subsequent  breach by
Lessee of the same or any other  provision.  Lessor's  consent to or approval of
any act shall not be deemed to render  unnecessary  the  obtaining  of  Lessor's
consent to or approval of any subsequent  act by Lessee.  The acceptance of rent
hereunder by Lessor shall not be a waiver of any  preceding  breach by Lessee of
any  provision  hereof,  other than the failure of Lessee to pay the  particular
rent so accepted,  regardless of Lessor's  knowledge of such preceding breach at
the time of acceptance of such rent.


          17.11  RECORDING.  Lessee shall not record this Lease without Lessor's
prior written  consent,  and such  recordation  shall,  at the option of Lessor,
constitute a non-curable default of Lessee hereunder.


          17.12 HOLDING OVER. If Lessee remains in possession of the Premises or
any part thereof after the  expiration  of the Term hereof,  without the written
consent of Lessor,  such occupancy  shall be a tenancy at sufferance,  for which
Lessee shall pay a monthly base rental of one hundred twenty-five percent (125%)
of the monthly base rental in effect  immediately prior to the expiration of the
Term plus all other  charges  payable  hereunder,  and upon all the terms hereof
applicable to such a tenancy at sufferance.


          17.13 CUMULATIVE  REMEDIES.  No remedy or election  hereunder shall be
deemed  exclusive but shall,  wherever  possible,  be cumulative  with all other
remedies at law or in equity.


          17.14  COVENANTS  AND   CONDITIONS.   Each  provision  of  this  Lease
performable by Lessee shall be deemed both a covenant and a condition.


          17.15 BINDING EFFECT;  CHOICE OF LAW. Subject to any provisions hereof
restricting  assignment or subletting and subject to the provisions of PARAGRAPH
17.2,  this  Lease  shall  bind the  parties,  their  personal  representatives,
successors and assigns. This Lease shall be governed by the laws of the State of
Arizona.


          17.16 SUBORDINATION.


              (a) Upon the receipt by Lessee of the  "Nondisturbance  Condition"
(as defined  below),  this Lease shall be  subordinate  to any  existing  ground
lease,  mortgage,  deed of trust, or any other hypothecation for security now in
place upon the Project and to any and all advances made on the security  thereof
and to all renewals, modifications,  consolidations, replacements and extensions
thereof.  If Lessor or any mortgagee,  trustee,  or ground lessor shall elect to
have this Lease prior to the lien of a mortgage,  deed of trust or ground lease,
and  shall  give  written  notice  thereof  to  Lessee,   this  Lease  shall  be
automatically  deemed  prior to such  mortgage,  deed of trust or ground  lease,
whether this Lease is dated prior or  subsequent  to the date of said  mortgage,
deed of trust,  or ground  lease or the date of  recording  thereof.  This Lease
shall be subject and subordinate to the lien of any mortgage,  deed of trust, or
lease in which  Lessor  hereafter  becomes  a tenant  or is  hereafter  in force
against the Project or the Premises and to all advances  made or hereafter to be
made upon the  security  thereof  without the  necessity  of the  execution  and
delivery of any further  instruments  on the part of Lessee to  effectuate  such
subordination;  provided  that,  as  a  condition  to  such  subordination,  the
applicable  lender or landlord executes an agreement that states that so long as
no monetary or material default exists,  the lender or landlord,  as applicable,
shall not disturb  Lessee and shall  recognize  Lessee as the tenant  under this
Lease in the event of any  foreclosure of the applicable  loan or termination of
the  applicable  lease (the  "Nondisturbance  Condition").  Such  agreement  may
contain  such  other   provisions   as  are   customarily   found  in  so-called
"subordination, non-disturbance and attornment agreements" used by institutional
lenders.


              (b) Lessee agrees to execute any other reasonable  documents which
are reasonably  required to further evidence or effectuate such subordination or
to make this Lease  prior to the lien of any  mortgage,  deed of trust or ground
lease,  as the case may be;  provided,  however,  such other documents shall not
increase the obligations or liabilities of Lessee under this Lease.



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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
          17.17 ATTORNEYS' FEES. If either party brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party shall be entitled
to its reasonable  attorneys' fees in any such action, on trial or appeal, to be
paid by as fixed by the court.


          17.18 LESSOR'S ACCESS. Lessor and Lessor's agents shall have the right
to enter the Premises,  with 24 hours prior written notice,  at reasonable times
between 8 a.m.  and 5 p.m.  weekdays  for the  purpose of  inspecting  the same,
showing  the same to  prospective  purchasers,  lenders,  consultants  and other
professionals and making such alterations,  repairs,  improvements, or additions
to the  Premises or to the  building of which they are a part as Lessor may deem
necessary or desirable. Notwithstanding the foregoing, Lessor shall only be able
to access the Premises  for the purpose of showing the  Premises to  prospective
tenants during the last twelve (12) months of the Term. In connection  with such
entry and in connection with carrying out any of its responsibilities  hereunder
or its privileges as the owner of the Project, Lessor shall be entitled to erect
such  scaffolding and other necessary  structures or equipment as reasonably may
be required by the character of the work to be  performed,  provided that Lessor
shall not unreasonably  interfere with the conduct of Lessee's business.  Except
as specifically  provided herein to the contrary,  no entry by Lessor  hereunder
nor any work  performed by Lessor to the Premises or the Project  shall  entitle
Lessee to  terminate  this Lease or to a reduction or abatement of rent or other
amounts owed by Lessee hereunder nor to any claim for damages. Lessor may at any
time place on or about the  Premises  any  ordinary  "For Sale" and "For  Lease"
signs.  Lessor and Lessor's  agent shall have the right to enter the Premises at
any time in the case of an emergency.


          17.19  SIGNS AND  AUCTIONS.  Lessee  shall not place any sign upon the
Premises or conduct any auction from the Premises without Lessor's prior written
consent.


          17.20 MERGER. The voluntary or other surrender of this Lease by Lessee
or a mutual cancellation  thereof shall, at the option of Lessor,  terminate all
or any  existing  subtenancies  or may,  at the option of Lessor,  operate as an
assignment to Lessor of any or all of such subtenancies.


          17.21  AUTHORITY.  If Lessee  is a  corporation,  a limited  liability
company,  partnership or other entity,  each individual  executing this Lease on
behalf of said entity  represents  and warrants  that he is duly  authorized  to
execute and deliver this Lease on behalf of said entity,  and that this Lease is
binding  upon  said  entity  in  accordance  with  its  terms.  If  Lessee  is a
corporation,  a limited liability company,  partnership or other entity,  Lessee
shall  deliver  to Lessor,  upon  Lessee's  execution  of this  Lease,  evidence
reasonably satisfactory to Lessor of the authority of the person(s) signing this
Lease on behalf of Lessee to do so and that Lessee has  approved  entering  into
this Lease.  Such  evidence may include a certified  copy of a resolution of the
Board of  Directors  or  members  or  partners  of said  entity  authorizing  or
ratifying the  execution of this Lease by a specific  person(s) or other similar
evidence.


          17.22 NSF CHECKS.  There will be a $50.00  service  charge  payable to
Lessor on all NSF  checks,  which  charge  shall be in  addition  to, and not in
substitution for, any late charges and interest due hereunder.


18.  PARKING AND COMMON AREAS.  The Lessee,  its agents,  employees and invitees
     shall be  entitled  to park in common  with other  lessees of Lessor in the
     unreserved  parking spaces within the Project  providing that it agrees not
     to overburden the parking facilities of the Project and agrees to cooperate
     with the Lessor and other  lessees  in the use of the  parking  facilities.
     Notwithstanding the foregoing, Lessor shall designate and reserve three (3)
     parking spaces in the location  depicted on Exhibit "A" attached hereto for
     Lessee's  invitees.  The Lessor  specifically  reserves  the right,  in its
     absolute  discretion,  to determine whether parking facilities are becoming
     overburdened  and in such event to allocate  the parking  spaces  among the
     Lessee and other lessees,  their agents,  employees,  and business invitees
     using the parking  facilities.  However, in no event shall Lessee have less
     than its pro rata share of the number of parking spaces existing within the
     Project at the time of the Lease  Commencement Date. All loading operations
     for receipt or shipment of goods, wares and merchandise by the Lessee shall
     be done in the  rear of the  Premises  or in such  area  therein  which  is
     specifically designated in writing by the Lessor.


19.  SAFETY.  Lessee shall maintain on the Premises at all times during the Term
     hereof  an  adequate  number,  size and type of fire  extinguishers  as are
     appropriate to Lessee's  business.  Lessee will at all times adhere to good


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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
     safety practices or as may be required by safety  inspectors.  Lessee shall
     not suffer,  permit or perform any acts on or about the Premises which will
     materially  increase  the  existing  rate of fire  insurance.  If the  said
     insurance rate is increased by such an act, then the increased cost of such
     insurance  shall be paid by  Lessee  to  Lessor  with  the next  succeeding
     installment of rental.  Lessee, at its sole expense,  shall comply with any
     and all requirements of any insurance organization or company necessary for
     the maintenance of reasonable fire and public liability  insurance covering
     the Premises, the Project or any portion thereof.


20.  ATTORNMENT. In the event any proceedings are brought for foreclosure, or in
     the event of the  exercise of the power of sale under any  mortgage or deed
     of trust covering the Premises, provided Lessee receives the Nondisturbance
     Condition,  the  Lessee  shall  attorn  to  the  purchaser  upon  any  such
     foreclosure  or sale and recognize  such purchaser as the Lessor under this
     Lease.


21.  NO ACCESS TO ROOF.  Lessee shall have no right of access to the roof of the
     Premises or the  building in which the  Premises  are located and shall not
     install,  repair or replace any aerial,  fan,  air  conditioner,  satellite
     dish,  or other device on the roof of the Premises or the building in which
     the Premises are located  without the prior written consent of Lessor which
     shall not be  unreasonably  withheld  or  delayed.  Any  aerial,  fan,  air
     conditioner,  satellite  dish or other or  device  installed  without  such
     written consent shall be subject to removal,  at Lessee's expense,  without
     notice, at any time. If Lessor grants Lessee written consent to install any
     aerial, fan, air conditioner, satellite dish or other device on the roof of
     the Premises or the  building in which the Premises are located,  then upon
     the expiration of the Term or the earlier termination of this Lease, Lessee
     shall,  upon  the  request  of  Lessor,   remove  such  aerial,   fan,  air
     conditioner,  satellite  dish or other  device and  repair any such  damage
     caused by such removal, at Lessee's sole cost and expense.


22.  SUCCESSORS  AND  ASSIGNS.  Subject  to any  provisions  hereof  restricting
     assignment or subletting and subject to the  provisions of PARAGRAPH  17.2,
     the covenants and conditions herein contained, inure to and bind the heirs,
     successors, executors, administrators and assigns of the parties hereto.


23.  FINANCIAL  STATEMENTS.  Within  fifteen (15) days after  Lessor's  request,
     Lessee shall deliver to Lessor the current financial  statements of Lessee,
     and  financial  statements  of the  two  (2)  years  prior  to the  current
     financial  statements  year,  including a balance sheet and profit and loss
     statement for the most recent prior year,  all prepared in accordance  with
     generally  accepted  accounting   principles   consistently  applied.  Such
     financial  statement,  balance sheet and profit and loss statement shall be
     certified as accurate by Lessee or a properly authorized  representative of
     Lessee if Lessee is a corporation, partnership or other business entity.


24.  NO ACCORD OR  SATISFACTION.  No payment by Lessee or receipt by Lessor of a
     lesser amount than the monthly rent and other sums due  hereunder  shall be
     deemed to be other than on account of the earliest  rent or other sums due,
     nor shall any  endorsement  or statement on any check or  accompanying  any
     check or  payment  be deemed an accord  and  satisfaction;  and  Lessor may
     accept such check or payment without prejudice to Lessor's right to recover
     the balance of such rent or other sum or pursue any other  remedy  provided
     in this Lease.


25.  ACCEPTANCE.  This Lease shall only become  effective  and binding upon full
     execution hereof by Lessor and delivery of a fully executed copy to Lessee.


26.  INABILITY  TO  PERFORM.  This  Lease  and  the  obligations  of the  Lessee
     hereunder shall not be affected or impaired because the Lessor is unable to
     fulfill any of its obligations hereunder or is delayed in doing so, if such
     inability or delay is caused by reason of strike,  labor troubles,  acts of
     God, or any other cause beyond the reasonable control of the Lessor.


27.  ALTERATIONS  AND COMMON AREAS.  Lessor shall have the right to make changes
     in the Common Areas or any part  thereof,  including,  without  limitation,
     changes in the location of driveways,  entrances,  exits, vehicular parking
     spaces and the direction of traffic  flow,  and  designation  of restricted


                                       22

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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
     areas,  as Lessor deems necessary or advisable for the proper and efficient
     operation  and  maintenance  of  the  Common  Areas.   Notwithstanding  the
     foregoing,  Lessor  shall  not  make  changes  in the  Common  Areas  which
     materially and adversely  affect access to, or visibility of, the Premises,
     except temporarily during periods of construction.


28.  REVISIONS OF EXHIBIT "A". It is expressly  agreed that the depiction of the
     Premises,  the  Project  and the  Common  Areas  on  Exhibit  "A"  does not
     constitute a representation,  covenant,  or warranty of any kind by Lessor,
     and Lessor reserves the right to change the size, location, type and number
     of  buildings  within  the  Project  and the  location,  type,  design  and
     dimensions of the Common Areas.


29.  OTHER  TENANTS.  Lessor  reserves the  absolute  right to permit such other
     tenancies and  businesses in the Project as Lessor,  in the exercise of its
     sole business  judgment,  shall  determine to best promote the interests of
     the Project.  Lessee is not relying on the  understanding,  nor does Lessor
     represent,  any specific  lessee or number of lessees shall during the Term
     occupy any space in the Project.  Lessee hereby waives all defenses arising
     from,  and Lessor shall not be liable for damages  arising from, any act or
     neglect of any other lessee or from Lessor's acts or omissions in enforcing
     any provision of its lease against  another  lessee,  whether or not Lessor
     has notice of the  offending  lessee's  disturbing  or unlawful  act or the
     opportunity to cure the disturbance by invoking its powers under such other
     lease.


30.  NAME OF  PROJECT.  Lessor  shall  have the right to change  the name of the
     Project upon not less than thirty (30) days prior written notice to Lessee.
     Lessee  agrees that the name of the Project  shall be the sole  property of
     and belong to Lessor.  From and after the  termination or expiration of the
     Term for any reason  whatsoever,  Lessee  shall cease using the name of the
     Project for any purpose.


31.  JOINT  OBLIGATION.  If  there  be more  than one  Lessee,  the  obligations
     hereunder imposed shall be joint and several.


32.  CONSENTS AND APPROVALS. Except as specifically otherwise stated herein, all
     consents  or  approvals  requested  of Lessor  hereunder  may be granted or
     denied by Lessor in its sole and absolute discretion.


33.  BASIC TERMS SHEET. The Basic Terms Sheet to which this Lease is attached is
     for the  convenience of the parties in quickly  referencing  certain of the
     basic terms of the Lease. It is not intended to serve as a complete summary
     of the Lease.  In the event of any  inconsistency  between  the Basic Terms
     Sheet and the Lease,  the  applicable  Lease  provision  shall  prevail and
     control.


34.  SECURITY  MEASURES.  Lessee  hereby  acknowledges  that the rent payable to
     Lessor  hereunder  does not  include  the cost of  guard  service  or other
     security  measures and that Lessor shall have no  obligation  whatsoever to
     provide same. Lessee assumes all  responsibility  for the protection of the
     Premises,  Lessee, its agents and invitees and their property from the acts
     of third parties.


35.  EXISTING LEASE OBLIGATION. Upon the happening of all of: (i) the occurrence
     of the Commencement Date; (ii) Lessee accepting possession of the Premises;
     (iii) Lessee  paying to Lessor the first month's  monthly base rental;  and
     (iv) Lessee paying to Lessor the security deposit provided for in PARAGRAPH
     5, Lessor shall reimburse Lessee in the amount of $25,000 as and for all or
     a portion of Lessee's required payment to its existing landlord at Midpoint
     Business Plaza.


36.  ADDITIONAL SPACE. Lessor and Lessee hereby agree that on or before the date
     that is thirty (30) days after the existing tenant vacates (the "Additional
     Space Delivery Date") the approximately  2,371 square feet of space located
     at 3708 East  Columbia,  Tucson,  Arizona and shown on EXHIBIT "A" attached
     hereto  (the  "Additional  Space"),  provided  Lessee is not in monetary or
     material  default  under  this  Lease,   Lessor  shall  deliver  to  Lessee
     possession of the Additional  Space.  The monthly base rent per square foot
     for the Additional  Space shall be eighty cents ($0.80) per rentable square



                                       23

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                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
     foot.  Such  monthly  base  rent  shall  be  increased   annually  on  each
     anniversary of the Commencement Date during the Term and any Extension Term
     by three  percent  (3%) over the  monthly  base rent in effect  immediately
     prior to each such  anniversary.  On or before the date  possession  of the
     Additional Space is delivered to Lessee, Lessor and Lessee shall execute an
     amendment adding the Additional Space to this Lease and modifying  Lessee's
     pro rata share as it applies to the CAM Amount,  the  Insurance  Amount and
     the Real  Property  Tax.  Lessor shall  present the Premises to Lessee in a
     clean  condition  and (ii) the roof  and the  HVAC,  electrical,  plumbing,
     elevator  and life safety  systems  serving the  Premises  shall be in good
     working  order.  If any of such systems are not in good working order as of
     the Additional  Space Delivery Date, and if Lessee  notifies Lessor of such
     fact  within  sixty (60) days after the  Additional  Space  Delivery  Date,
     Lessor shall, at its sole cost and expense,  and not as a Total Common Area
     Charge, promptly and with reasonable diligence put the same in good working
     order. Other than as provided in this PARAGRAPH 36, Lessee shall accept the
     Additional Space in its "as-is"  condition on the Additional Space Delivery
     Date and  Lessor  shall  have no  obligation  to  perform  any  repairs  or
     improvements  therein.  Except as otherwise  provided for in this PARAGRAPH
     36,  all other  terms  and  conditions  of this  Lease  shall  apply to the
     Additional Space.  Tenant shall commence payment of rent for the Additional
     Space  and the term of the  Additional  Space  shall  commence  on the date
     possession  is  actually  delivered  to  Lessee.  The  lease  term  of  the
     Additional Space shall expire on the Expiration Date.


37.  IMPROVEMENTS  TO THE  PREMISES.  Lessee  shall have the right to  construct
     additional offices and make other general improvements (the "Improvements")
     within  the  Premises.  The  location  of  the  Improvements  and  Lessee's
     contractor  are to be mutually  agreed upon by Lessor and Lessee.  Prior to
     the  commencement  of the  construction of the  Improvements,  Lessee shall
     deliver to Lessor the final space plans and working drawings, if the latter
     are required by applicable  laws  (collectively,  the "Plans") for Lessor's
     reasonable  approval or  disapproval of the same.  Lessor shall  reasonably
     approve  or  disapprove  the Plans for the  Improvements  within  three (3)
     business  days after  delivery of the Plans to Lessor.  In the event Lessor
     reasonably disapproves the Plans, any necessary revisions shall be made and
     the Plans will be resubmitted to Lessor for Lessor's reasonable approval as
     set forth in this  PARAGRAPH 37. The above process shall be repeated  until
     the Plans are  reasonably  approved by Lessor.  The  Improvements  shall be
     constructed  in a good,  workmanlike,  and lien free  manner.  Lessor shall
     reimburse  Lessee  for the cost of the  Improvements,  up to a  maximum  of
     Thirty Thousand and No/100 Dollars ($30,000.00),  upon Lessee submitting to
     Lessor:  (i) paid invoices from Lessee's  contractor;  (ii)  unconditional,
     final  lien  waivers  from  Lessee's  contractor,  all  subcontractors  and
     material  suppliers  involved in constructing the  Improvements;  and (iii)
     copies of any required  building  permits and certificates of occupancy for
     the Improvements.


38.  TERMINATION  OPTION.  Provided Lessee  satisfies each of the conditions set
     forth in this PARAGRAPH 38, Lessee shall have the option (the  "Termination
     Option")  to  terminate  this  Lease  effective  as of March 1,  2003  (the
     "Termination  Date"). In order to exercise the Termination  Option,  Lessee
     must  satisfy  the  following  conditions:  (i)  Lessee  must  give  Lessor
     irrevocable  written  notice of its intention to terminate  this Lease (the
     "Termination Notice"), which Termination Notice must be delivered to Lessor
     at least nine (9) months prior to the Termination Date, time being strictly
     of the essence;  (ii) at the time of the Termination  Notice,  Lessee shall
     not be in default under this Lease beyond the expiration of applicable cure
     periods, or if Lessee is in default,  Lessee shall cure such default within
     thirty (30) days after the  Termination  Notice,  and (iii)  Lessee pays to
     Lessor on the Termination  Date, in immediately  available funds, an amount
     equal to: (A) the sum of the  monthly  base rent,  Insurance  Amount,  Real
     Property Tax Amount,  CAM Amount,  and rental tax on all of the  foregoing,
     that would have been due for the one year period immediately  following the
     Termination  Date;  and  (B) the  unamortized  amount  of (1)  any  leasing
     commissions  paid by Lessor in  connection  with this Lease,  and (2) costs
     paid to Lessee as  reimbursement  for the  Improvements,  using an interest
     rate of ten percent (10%) per annum.  The amounts  described in (A) and (B)
     shall be  collectively  referred  to herein as the  "Termination  Fee." The
     parties  agree that the  Termination  Fee is a good faith  estimate  of the
     damages  Lessor  would  incur upon  Lessee's  exercise  of the  Termination
     Option,  that the actual  amount of such  damages  would be  impossible  or
     impracticable  to determine,  and that the same shall be deemed  liquidated
     damages  and  not  a  penalty.   The  Termination  Option  is  personal  to
     PrimeSource  Surgical,  Inc.  and may not be assigned by it or exercised by
     any party other than  PrimeSource  Surgical,  Inc. The  Termination  Option
     shall  automatically  terminate  upon an  assignment  of this Lease and any
     attempt to assign the  Termination  Option  shall be void and of no effect.
     The  Termination  Option may not be  exercised  if Lessee has  exercised an
     Extension Right pursuant to PARAGRAPH 39 below.


39.  OPTION TO EXTEND  TERM.  Lessee shall have the option to extend the Term of
     this Lease upon the following terms and conditions:



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                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>
          39.1 Lessee shall have two (2) options (each, an "Extension Right") to
extend the Term of this Lease for one (1) year each (each, an "Extension Term"),
and, except as expressly  provided for in this Lease,  each Extension Term shall
be on the same terms and conditions as the Lease  (excluding  PARAGRAPH 37 above
and this PARAGRAPH 39).  During each Extension Term, the monthly base rent shall
be  the  monthly  base  rent  payable  on the  date  immediately  preceding  the
commencement  of each  Extension  Term plus three  percent  (3%) of such amount.
Monthly Base Rent shall be adjusted on the commencement of each Extension Term.


          39.2 The Extension  Rights are not personal to the original Lessee and
are assignable to any permitted assignee or transferee of this Lease.


          39.3 Each  Extension  Right is  conditional  upon Lessee giving Lessor
written notice of its election to exercise each Extension Right at least six (6)
months prior to the end of the expiration of the Term of this Lease or the first
extended term of this Lease, as applicable,  time being strictly of the essence.
An Extension Right shall, at Lessor's sole option,  not be deemed to be properly
exercised if, at the time such Extension  Right is exercised or on the scheduled
commencement date for such Extension Term, Lessee is then in material default of
this Lease.


The parties hereto have executed this Lease on the dates specified immediately
adjacent to their respective signatures.

This Lease has been prepared for submission to your attorney for his approval.
No representation or recommendation is made by the Lessor or its agents or
employees as to the legal effect or tax consequences of this Lease or the
transaction relating thereto.

<TABLE>
<CAPTION>


LESSOR:                                                             LESSEE:
------                                                              ------

<S>                                                                   <C>
Holualoa Butterfield Industrial, L.L.C.,                            PrimeSource Surgical, Inc.,
an Arizona limited liability company                                a Delaware corporation

By:      Holualoa Arizona, Inc., an Arizona
         corporation                                                By:  /s/ Michael Bayley
                                                                         ------------------------------
Its:     Manager
                                                                    Name:  Michael Bayley
                                                                         ------------------------------

         By: /s/  [Illegible]                                       Title:  Chief Financial Officer
            ------------------------------                           ------------------------------

         Name:  [Illegible]                                         Date:  March 1, 2000
            ------------------------------                           ------------------------------

         Title:  Vice President
            ------------------------------

         Date:  March 1, 2000
            ------------------------------

</TABLE>



                                       25

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G

<PAGE>


                                   EXHIBIT "A"

            SITE PLAN AND LESSEE'S DESIGNATED RESERVED PARKING SPACES



































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                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G
<PAGE>


                                   EXHIBIT "B"

                  FORM OF CONTRACTOR'S HOLD HARMLESS AGREEMENT

                                See the attached.































                                       27

                                                                  Please Initial
                                                                      Lessor   G
                                                                      Lessee   G