Exhibit 10.18
Lease Agreement between the Company and Principal Mutual Life Insurance Company

                                  OFFICE LEASE

THIS  LEASE is made this  21st of July,  1997,  between  PRINCIPAL  MUTUAL  LIFE
INSURANCE  COMPANY,  an  Iowa  corporation  hereinafter  called  "Landlord"  and
AVESIS,INC. a Delaware corporation, hereinafter called "Tenant".

                                LEASE OF PREMISES

          Landlord  hereby  leases to Tenant  and Tenant  hires  from  Landlord,
subject to all of the terms and conditions  hereinafter set forth, those certain
premises (hereinafter called the "Premises") as set forth in Item 1 of the Basic
Lease Provisions and as shown in the space plan or floor plan attached hereto as
Exhibit "A" located in that certain office  building  ("Building")  now existing
and located at 3724 North Third Street  situated in the City of Phoenix,  County
of  Maricopa,  State of  Arizona,  as part of an office and  commercial  project
commonly  known  as  The  Clare-Weld  Building,  which  land  is  improved  with
landscaping, parking facilities and other improvements and appurtenances, all of
which land,  improvements and appurtenances together with the Building and other
office and  commercial  structures are referred to  collectively  herein as "the
Project".

                             BASIC LEASE PROVISIONS

1.    Building Name:       The Clare-Weld Building
      Suite:               300
      Floor(s):            Third Floor
      Address:             3724 North Third Street
                           Phoenix, Arizona  85012

2.    Rentable  Area of the  Premises:  6,672  square  feet (as  referred  to in
      Paragraph 3.5)
3.    Rentable Area of the Building:  19,259 square feet
4.    Tenant's Proportionate Share:   35 % (as referred to in Paragraph 3.4)
5.    Basic Rent (as  referred  to in Article  2):  $7,228.00  (plus  applicable
      taxes) The Basic Rent for the first 24 months of this Lease shall be Seven
      Thousand Two Hundred Twenty-eight and 00/100 Dollars ($7,228.00) per month
      (Plus applicable taxes).  Thereafter, the Basic Rent shall be increased as
      follows: 
        Months 25 through 36: $7,506.00 Per Month, Plus Applicable Taxes
        Months 37 through 60: $7,784.00 Per Month, Plus Applicable Taxes

6.    Base Year: The calendar year of 1997,  grossed up to  ninety-five  percent
      (95 %) occupancy.
7.    Term (as referred to in Article 1): Five (5) years,  commencing on October
      1 19 97 and ending on September 30, 2002 .
      Tenant  acknowledges  that  Landlord has the right,  pursuant to Paragraph
      15.3,  to terminate  this Lease if Tenant  notifies  Landlord  that Tenant
      desires to assign this Lease or sublet the  Premises or any portion of the
      Premises.

8.    Security  Deposit  (as  referred  to  in  Article  4):  $  7,228.00  (Plus
      applicable taxes)
9.    Landlord's Broker (as referred to in Article 40):  CB Commercial
10.   Tenant's Broker (as referred to in Article 40):  CB Commercial
11.   Vehicle Parking Spaces Allocated to Tenant (as referred to in Article 53):
      Landlord  will  provide  Tenant with  twenty-two  (22)  parking  stalls as
      follows:  Six (6)  covered  reserved  stalls free for initial 24 months of
      term; $20.00 per stall per month thereafter (plus sales tax), Sixteen (16)
      uncovered, reserved stalls free for term of lease.
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12.   Additional Basic Lease Provisions:

      A. OPTION TO EXTEND:  Tenant shall have the option to renew this Lease for
      one  (1)  additional  term of (5)  years  upon  the  following  terms  and
      conditions:

                    1)     Provided  that at the end of the primary term of this
                           Lease, Tenant is in possession of the Premises and is
                           not in  default of any of the  terms,  conditions  or
                           covenants contained in this Lease, Tenant herein, for
                           Tenant's sole use and occupancy, is hereby granted an
                           option to renew this Lease for an additional  term of
                           five (5) years  commencing  on October  1, 2002,  and
                           expiring on September 30, 2007, on the same terms and
                           conditions  contained herein,  except for rental. The
                           rental  for  said   extended   term  shall  be  at  a
                           renegotiated rental rate based on the then prevailing
                           market rates,  which shall not be less than that paid
                           during the primary term of this Lease.

                    2)     Tenant  shall  notify  Landlord,  in writing,  of its
                           desire  to renew  this  Lease  no later  than six (6)
                           months  prior to the  expiration  of the primary term
                           hereof and  Landlord  shall  within  thirty (30) days
                           after  receiving  said  written  notice from  tenant,
                           designate  a place and a time to meet with Tenant for
                           the purpose of negotiating a new rental rate for said
                           additional five (5) years.

13.   All rent  payments  and  notices  shall be  delivered  to  Landlord at the
      following address:

                  Principal Mutual Life Insurance Company
                  c/o Metro Commercial Properties
                  4411 S. Rural Road, Suite 201
                  Tempe, Arizona  85282

      or at such address as Landlord may designate from time to time.

14.   Signatures of Landlord and Tenant:
      Landlord and Tenant hereby execute this Lease, consisting of the foregoing
      provisions and the Additional  Lease Provisions and exhibits which follow,
      as of _____, 1997.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Lease Renewal
Agreement on the date hereinafter written.

EXECUTED BY LANDLORD, this_________day of__________________________,19__.

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an Iowa Corporation
By:     _______________________
Title:  _______________________
By:     _______________________
Title:  _______________________
EXECUTED BY AVESIS, INC., a Delaware corporation, this____day of_________, 19__:
     
By:     _______________________
Title:  _______________________
Address:_______________________
                                       37
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City/State/Zip:
                                        2

                           ADDITIONAL LEASE PROVISIONS

ARTICLE 1 - TERM

     1.1 The term of this Lease  shall be as shown in Item 8 of the Basic  Lease
Provisions and shall commence on the commencement date as shown in Item 8 of the
basic Lease  Provisions or such later date as the Premises  shall be tendered to
Tenant  ready for  occupancy  as set forth in Section  1.2  below,  or upon such
earlier date as Tenant takes possession or commences use of the Premises for any
purpose other than  construction.  The date of  commencement  as defined  above,
hereinafter called the "Commencement Date", shall be confirmed in writing by the
parties promptly upon such commencement.

     1.2 Landlord may, prior to the commencement date set forth in Item 8 of the
basic Lease Provisions, tender the Premises to Tenant upon not less than fifteen
(15) days' prior  written  notice  stating that the  Premises  will be ready for
occupancy on the date  specified in such  notice.  The Premises  shall be deemed
ready for occupancy  upon the expiration of fifteen (15) days from the date said
notice  is sent,  and when  Landlord  has:  (i) put in  operation  all  building
services  essential  for  the  use of the  Premises  by  Tenant;  (ii)  provided
reasonable access to the Premises for Tenant, its agents,  employees,  licensees
and invitees so that the same may be used without unnecessary interference;  and
(iii)  substantially  completed  all the work  required to be done by it, or its
obligation  to  complete  such work has been  suspended  as provided in the Work
Letter executed by the parties contemporaneously herewith.

ARTICLE 2 - RENT

     Tenant  shall pay a Basic Rent for the Premises in the amount shown in Item
5 of the Basic  Lease  Provisions  for the  specified  lease  year,  in  monthly
installments  payable on the first day of each month in advance,  except that if
the Commencement  Date occurs on a day other than the first day of a month, then
the Basic Rent for the fraction of the month starting with the Commencement Date
shall be paid on said  Commencement  Date,  prorated  on the basis of the actual
number of days in said  month.  If the term  hereof ends on a day other than the
last day of a month,  then  the  Basic  Rent for the  month  during  which  said
expiration occurs shall be prorated on the basis of the actual number of days in
said month.  As used in  reference to the Basic Lease  Provisions,  "lease year"
shall mean such  succeeding  period of twelve full  calendar  months  during the
term,  commencing  with the  month at the  commencement  of the lease  term.  In
addition to said Basic Rent, Tenant agrees to pay additional rent (including, if
applicable,  any Consumer Price Index adjustments referred to below) as and when
hereinafter  provided  in this  Lease.  Said  Basic  Rent and  additional  rent,
together with all other sums payable by Tenant under this Lease, are hereinafter
sometimes  referred to  collectively as the "rent." The rent shall be payable to
Landlord,  without  deduction or offset, in lawful money of the United States of
America  at the  address  for  Landlord  as shown in Item 14 of the Basic  Lease
Provisions,  or to such other person or at such other place as Landlord may from
time to time designate in writing.

ARTICLE 3 - RENT ADJUSTMENTS

     3.1 In addition to Base Rent for each calendar year during the term of this
Lease, Tenant shall pay as additional rent, either of the following:

     (b) If Item 7 of Basic Lease Provisions is applicable,  the amount computed
by  multiplying  Tenant's  Proportionate  Share by the  amount  by  which  Total
Operating Expenses (as defined in Paragraph 3.9) for any calendar year after the
Base Year exceed Total Operating Expenses for the Base Year; provided,  
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however,  that if the Building is not fully  occupied (as defined  below) during
the  entire  Base  year,  the Total  Operating  Expenses  for such year shall be
adjusted to reflect the Total  Operating  Expenses that would have been incurred
if the Building were fully occupied during the entire Base Year. As used herein,
fully occupied shall mean occupancy of not less than  ninety-five  (95%) percent
of the rentable area of the Building.

                                        3

     Whether  Paragraph 3. 1 (a) or 3. 1 (b) is applicable,  Landlord shall have
the right to estimate  in advance  the amount due from  Tenant for any  calendar
year and to charge  Tenant  therefor on a monthly  basis.  In such case,  Tenant
shall pay  one-twelfth  (1/12th)  of such  amount on the first day of each month
during such year. Any overpayments or underpayment will be adjusted as set forth
in Paragraph 3.3.

    3.2 Landlord  shall  endeavor to provide Tenant with a written notice of the
estimated Total Operating Expenses, as hereinafter defined. No delay by Landlord
in  delivering  to Tenant any such  notices  shall affect  Tenant's  obligations
hereunder, which shall be effective as of the date specified in any such notice.

    3.3 Within one hundred twenty (120) days after the end of each calendar year
during the lease term, Landlord shall provide Tenant with a written statement of
the actual Total  Operating  Expenses for that year.  If actual Total  Operating
Expense should exceed the estimated Total Operating Expenses for such year, then
Tenant shall pay to Landlord the additional amount due to Landlord within thirty
(30) days.

    3.4 "Tenant's Proportionate Share" is defined as that percentage computed by
dividing the Rentable  Area of the  Premises,  as  hereinafter  defined,  by the
Rentable Area of the Building, as hereinafter defined.  Tenant acknowledges that
Tenant's Proportionate Share is subject to adjustment, as set forth in Paragraph
3.8.

    3.5 "Rentable  Area of the Premises" and "Rentable Area of the Building" are
defined as those areas  obtained by  measuring  the Premises and the Building in
accordance  with the method of measuring  rentable office space specified by the
Building Owners and Managers  Association  (BOMA).  Tenant acknowledges that the
rentable square footage includes a seven percent (7 %) load factor.

    3.6  "Operating  Expense  Overage"  is  defined as the  amount  computed  by
subtracting the Landlord's Operating Expense Stop, as hereinafter defined,  from
the Total Operating Expenses for a calendar year.

    3.7 "Landlord's  Operating  Expense Stop" is defined as that amount computed
by multiplying the Rentable Area of the Building by the Expense Stop Rate stated
in Item 6 of the Basic Lease Provisions.

    3.9 "Total  Operating  Expenses"  are  defined as those  costs and  expenses
necessary  to operate,  manage and  maintain  the  Building  in a manner  deemed
reasonable  and  appropriate  and for the best  interest  of the  tenants in the
Building, including, but not limited to, the following:

          (a) Wages,  salaries and fringe  benefits of all employees  engaged in
     the operation and maintenance of the Building;  employer's  Social Security
     taxes,  unemployment  taxes or insurance,  and any other taxes which may be
     levied  on  such  wages  and   salaries;   the  cost  of   disability   and
     hospitalization  insurance  and  pension or  retirement  benefits  for such
     employees;

          (b) All supplies and materials  used in the operation and  maintenance
     of the Building;

          (c) Cost of  water,  sewer,  electricity,  gas,  telephone  and  other
     utilities used in operating of the Building;
                                       39
<PAGE>
                                        4

          (d) Cost of janitorial service,  trash removal,  parking lot sweeping,
     window washing and landscape maintenance;

          (e) Cost of  replacement  of Building  equipment  and all  maintenance
     service agreements on Building equipment, including alarm, security, energy
     management, mechanical, electrical, window cleaning and elevator equipment;

          (f) Cost of reasonable repairs and general maintenance;

          (g) Any capital  improvements made or installed for purposes of saving
     labor or otherwise reducing  applicable  operating costs, not to exceed the
     aggregate  estimated cost savings  annualized on a straight line basis over
     the useful life of the capital  improvements  as  determined by Landlord in
     accordance with generally accepted  accounting  principles and practices in
     effect at the time of acquisition of capital item;

          (h) Any "Real Property Tax," which for purposes hereof means:  (i) any
     fee, license fee, license tax, business license fee, commercial rental tax,
     levy,  charge,  assessment,  penalty  tax  imposed by any taxing  authority
     against  the  Premises  (or  any  portion  thereof);  (ii)  any  tax on the
     Landlord's  right to  receive,  or the  receipt of, rent or income from the
     Premises (or any portion thereof) or against Landlord's business of leasing
     the  Premises  or any  portion  thereof);  (iii) any tax or charge for fire
     protection,  streets, sidewalks, road maintenance, refuse or other services
     provided  to the  Premises  (or any portion  thereof)  by any  governmental
     agency;  (iv)  any tax  imposed  upon  this  transaction  or  based  upon a
     re-assessment  of the Premises or the Project or any portion thereof due to
     a change in ownership or transfer of all or part of Landlord's  interest in
     the Premises or the Project (or any portion thereof); and (v) any charge or
     fee replacing any tax  previously  included  within the  definition of real
     property tax. "Real  Property Tax" does not,  however,  include  Landlord's
     federal or state income,  franchise,  inheritance  or estate taxes.  If the
     Building  is not  separately  assessed,  the share of real  property  taxes
     payable  with  respect  to  the  Building  and  land  shall  be  reasonably
     determined  by  Landlord  based  upon the  assessor's  worksheets  or other
     reasonably available information.

          (i)  Cost  of  casualty  and  liability  insurance  applicable  to the
     Building and  Landlord's  personal  property used in  connection  therewith
     covering  loss or  damage  of  such  property  in the  amount  of its  full
     replacement value; such insurance shall also provide protection against all
     perils  included  within the  classification  of fire,  extended  coverage,
     vandalism,  malicious  mischief,  special extended perils (i.e., all risk),
     sprinkler leakage, earthquakes,  plate glass damage, and other perils which
     Landlord deems necessary.

          (j) Cost of all  accounting  and other  professional  fees incurred in
     connection with the operation of the Building;

          (k) Cost of all  accounting  and other  professional  fees incurred in
     connection with the operation of the Building;

          (l) Any  management  fee,  not in excess of current  market  rates for
     similar  buildings in the area,  payable to Landlord or to any other person
     or entity performing management services; and

          (m)  Common  area costs  allocable  to the  Building,  as set forth in
     Article 42.

Notwithstanding  the  foregoing,  Total  Operating  Expenses  shall not  include
expenses for which Landlord is reimbursed or indemnified  (either by an insurer,
condemnor,  tenant or  otherwise);  expenses  incurred  in leasing or  procuring
tenants; interest or amortization payments on any mortgage or mortgages, or rent
under  any  ground or  underlying  lease or  leases;  wages,  salaries  or other
compensation paid to any 
                                       40
<PAGE>
executive employees above the grade of building manager wages, salaries or other
compensation  paid  for  clerks  or  attendants  in  concessions  or  newsstands
operating  by  Landlord;  any cost or expense  representing  an amount paid to a
corporation  affiliated  with  Landlord  which is in excess of the amounts which
would  be  paid  in the  absence  of  such  relationship;  or  cost  of  capital
improvements  and  depreciation or  amortization,  except as provided in Section
3.9(g) or otherwise  above.  Payment of additional  rent pursuant to Section 3.1
above shall not be deemed a reimbursement to Landlord for

                                        5

purposes of this Section 3.9.

     3.10 Any operating  expense  increase for any calendar year during the term
of this Lease shall be  apportioned  so that Tenant shall be charged  under this
Article 3 for only that  portion of the  increase  for such year as falls within
the term. This provision shall survive the expiration or earlier  termination of
the term of this Lease.

     3.11 Landlord and Tenant, each from time to time upon request of the other,
within five (5) days of such request, shall sign a written memorandum confirming
the amount of the additional  rent due hereunder,  as adjusted from time to time
hereunder.

ARTICLE 4 - SECURITY DEPOSIT

     Tenant has deposited with Landlord the sum set forth in Item 9 of the Basic
Lease  Provisions  as security  for the full and faithful  performance  of every
provision  of this Lease to be  performed  by Tenant.  If Tenant  defaults  with
respect to any  provision  of this  Lease,  including,  but not  limited to, the
provisions relating to the payment of rent, the repair of damage to the Premises
caused by Tenant or  cleaning  the  Premises  upon  termination  of this  Lease,
Landlord may use, apply or retain all or any part of this security  deposit for:
(i) the payment of any rent or any other sum in default; (ii) the repair of such
damage to the Premises; (iii) the cost of such cleaning; (iv) the payment of any
other amount which Landlord may spend or become  obligated to spend by reason of
Tenant's  default;  or (v) to  compensate  Landlord for any other loss or damage
which  Landlord  may suffer by reason for Tenant's  default,  to the full extent
permitted by law. If any portion of said  deposit is so used or applied,  Tenant
shall  within ten (10) days after  written  demand  therefor  deposit  cash with
Landlord in an amount sufficient to restore the security deposit to its original
amount,  and Tenant's failure to do so shall be a material breach of this Lease.
Landlord shall not be required to keep this security  deposit  separate from its
general funds, and Tenant shall not be entitled to interest on such deposit.  If
Tenant shall fully and  faithfully  perform every  provision of this Lease to be
performed by it, the security  deposit or any balance  thereof shall be returned
to Tenant (or, at Landlord's  option,  to the last assignee of Tenant's interest
hereunder)  at the  expiration  of the Lease term,  less the  operation  expense
increase described in Paragraph 3.10, if applicable.


ARTICLE 5 - UTILITIES AND SERVICES

     5.1 Landlord  shall furnish to the Premises  between the hours of 8:00 a.m.
and 6:00 p.m. Monday through Friday, and between the hours of 9:00 a.m. and 1:00
p.m. Saturday, except legal holidays, such amounts of air conditioning,  heating
and  ventilation  as may be required for the use and occupation of the Premises,
taking into consideration any give time the availability of energy resources and
prudent energy conservation practices.  During other hours Landlord will provide
such air  conditioning,  heating and ventilation  upon not less than twenty-four
(24) hours advance notice from Tenant to Landlord, and Tenant, upon presentation
of a bill  therefore,  shall pay Landlord for such service on an hourly basis at
the then  prevailing  rates  therefore,  which is currently  $7.26 per hour,  as
established by Landlord. If such service is not a continuation of that furnished
during regular business hours, Tenant shall pay for a minimum of three (3) hours
of such service.  Subject to provisions  set forth below,  Landlord shall at all
                                       41
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times furnish the Premises with elevator service, reasonable amounts of electric
current for normal  lighting  by  building  standard  overhead  fluorescent  and
incandescent  fixtures and for fractional  horsepower  office machines and water
for lavatory and drinking purposes.  Landlord may impose a reasonable charge for
any  utilities or services,  including,  but not limited to,  electric  current,
required to be provided by Landlord by reason of any  substantial  recurrent use
of the  Premises  at any time  other  than the hours of 8:00  a.m.  to 6:00 p.m.
Monday  through  Friday  and 9:00 a.m.  to 1:00 p.m.  Saturday  excluding  legal
holidays.  Landlord shall provide janitor service; provided, however that Tenant
shall  pay for  any  unusual  janitorial  services  required  by  reason  of any
non-building standard improvements in the Premises,  including,  but not limited
to, glass wall coverings and floor  coverings,  installed by or for Tenant under
the Work Letter or otherwise.  Landlord shall replace building standard overhead
fixture  lamps and bulbs as required.  Tenant shall pay for  replacement  of all
other bulbs as required. Landlord shall not be liable for any failure to furnish
any of such services or utilities when

                                        6

such failure is caused by accidents,  strikes,  lockouts,  other labor troubles,
governmental action,  shortages or other conditions beyond Landlord's reasonable
control,  and Tenant  shall not be  entitled  to any  damages nor shall any such
failure  relieve  Tenant of the  obligation to pay full rent reserved  herein or
constitute or be construed as a constructive or other eviction of Tenant.  If at
any time during the term, Tenant's  consumption of utilities exceeds the average
consumed by other tenants of the  Building,  Tenant will  reimburse  Landlord on
demand for the cost of such excess use. In such  event,  Landlord  reserves  the
right to  install  at  Tenant's  cost  separate  meters  for  utilities  for the
Premises.

     5.2 Tenant  will not,  without  the written  consent of  Landlord,  use any
apparatus or device in the Premises  including,  but not limited to,  electronic
data  processing  machines,  punch card  machines and machines  using current in
excess of 110 volts, which will in any way increase the amount of electricity or
water  usually  furnished or supplied for use of the Premises as general  office
space; nor connect any apparatus, machine or device with water pipes or electric
current (except through existing  electrical  outlets in the Premises),  for the
purpose of using  electric  current or water.  If Tenant shall require  electric
current in excess of that which Landlord is obligated to furnish under Paragraph
5.1 above, Tenant shall first obtain the consent of Landlord, which Landlord may
refuse,  to the use thereof and Landlord may cause an electric  current meter to
be installed in the Premises to measure the amount of electric  current consumed
for any  such  other  use.  The  cost of any  such  meter  and of  installation,
maintenance  and repair thereof shall be paid for by Tenant and Tenant agrees to
pay  Landlord  promptly  upon demand by Landlord for all such  electric  current
consumed for any such other use as shown by said meter, at the rates charged for
such services by the local public utility furnishing the same, plus any increase
in the  Building  electricity  expense  due to an  increase  in rates  caused by
Tenant's increase of the Building's  consumption or demand,  plus any additional
expense incurred in keeping account of the electric current so consumed.  If any
lights,  machines or equipment  (including,  but not limited to,  computers) are
used  by  Tenant  in  the  Premises  which  materially  affect  the  temperature
otherwise, maintained by the air conditioning system, or generates substantially
more heat in the  Premises  than would be  generated  by the  building  standard
lights and usual fractional horsepower office equipment, Landlord shall have the
right to install any machinery and equipment  which  Landlord  reasonable  deems
necessary  to  restore  temperature  balance,  including,  but not  limited  to,
modifications to the standard air conditioning equipment,  and the cost thereof,
including  the cost of  installation  and any  additional  cost of operation and
maintenance  occasioned thereby, shall be paid by Tenant to Landlord upon demand
of Landlord.

ARTICLE 6 - USE OF PREMISES

     Tenant shall use and occupy the Premises only for general  office  purposes
and shall not use or occupy the Premises for any other purpose without the prior
written  consent  of  Landlord,  which  consent  may be  withheld  at  the  sole
discretion of Landlord. Tenant shall not use or occupy the Premises in violation
of any ordinance,  statute,  law or other legal requirement.  Tenant, at it sole
cost and expense,  
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shall  comply  with  any  direction  of  any   governmental   authority   having
jurisdiction which shall impose any duty upon Tenant or Landlord with respect to
the  Premises  or the use or  occupation  thereof,  by reason  of the  nature of
Tenant's use or occupancy of the  Premises.  Tenant shall not do or permit to be
done  anything  which  will  invalidate  or  increase  the  cost of any fire and
extended  coverage  insurance  policy covering the Building or property  located
therein. Tenant shall reimburse Landlord promptly upon demand for any additional
premium charged for such policy by reason of Tenant's failure to comply with the
provisions of this Article 6.

ARTICLE 7 - ACCEPTANCE OF PREMISES

     Tenant  acknowledges  that  neither  Landlord nor any agent of Landlord has
made any representation or warranty with respect to the premises or the building
or with  respect to the  suitability  or  fitness  of either for the  conduct of
Tenant's  business or for any other purpose.  The taking of possession or use of
the  premises  by  tenant  for  any  purpose  other  than   construction   shall
conclusively  establish  that the premises and the building were at such time in
satisfactory  condition and in conformity  with the  provisions of this lease in
all respects,  except as to any items for which  Landlord is expressly  declared
herein to be  responsible  and as to which  Tenant shall give  Landlord  written
notice in reasonable detail

                                        7

within  fifteen (15) days after Tenant takes such  possession or commences  such
use of the Premises or the term of this Lease otherwise commences as provided in
Article  1  above.  Nothing  contained  in  this  Article  7  shall  affect  the
commencement  of the term of this Lease or the  obligation of Tenant to pay rent
hereunder as provided in Article 2 above.  Landlord shall  promptly  correct any
actual defects of which it is notified as provided above.

ARTICLE 8 - ALTERATIONS AND EQUIPMENT

     8.1 Tenant  shall make no  alterations,  additions or  improvements  to the
Premises without the prior written consent of Landlord,  and Landlord may impose
as a  condition  to such  consent  such  requirements  as  Landlord  in its sole
discretion  may deem  necessary or  desirable,  including,  but not limited to ,
requirements  as to the  manner in which,  and the time or times at which,  such
work shall be done,  the right to approve the  contractor  selected by Tenant to
perform such work, and the right to require Tenant to furnish Landlord (prior to
commencing  or  performing  any  such  work)  with  demolition  and/or  lien and
completion  bonds  in  form  and  amount  satisfactory  to  Landlord.  All  such
alterations, additions or improvements shall become the property of Landlord and
shall be  surrendered  with the Premises,  as a part thereof,  at the end of the
term  hereof,  except that  Landlord  may, by written  notice to Tenant given at
least thirty (30) days prior to the end of term, require Tenant to remove all or
any  portion  of any  partitions,  counters,  railings,  and other  improvements
installed by Tenant, and to repair any damage to the Premises from such removal,
all at Tenant's sole expense.

     8.2 All articles of personal  property and all business and trade fixtures,
machinery and equipment, cabinet work, furniture and movable partitions owned by
Tenant or installed by Tenant at its expense in the Premises shall be and remain
the property of Tenant and may be revoked by Tenant at any time during the lease
term when Tenant is not in default  hereunder,  provided  that  Tenant  promptly
repairs at Tenant's expense any damage to the Premises or the Building caused by
such removal.  On the  expiration  of the term of this Lease,  or on any earlier
termination  of this Lease,  Tenant shall remove all such personal  property and
other items in accordance with the provisions of Article 21 below.

ARTICLE 9 - LIENS
                                       43
<PAGE>
     Tenant shall keep the Premises and the Building  free from any  mechanic's,
materialmen's,  or other  liens  arising  out of any work  performed,  materials
furnished or obligations incurred by Tenant, and agrees to defend, indemnify and
hold  harmless  Landlord  from  any  against  any such  lien or claim or  action
thereon,  together with costs of suit and reasonable attorneys' fees incurred by
Landlord in connection with any such claim or actions.


ARTICLE 10 - TAX ON TENANT'S PROPERTY

     10.1 Tenant  shall be liable for and shall pay not later than ten (10) days
before  delinquency,  all taxes levied  against any  personal  property or trade
fixtures  placed  by  Tenant  in or about  the  Premises.  If any such  taxes on
Tenant's  personal  property or trade  fixtures are levied  against  Landlord or
Landlord's  property and if Landlord,  after written notice to Tenant,  pays the
same,  which  Landlord  shall have the right to do regardless of the validity of
such levy,  but only under  proper  protest if  requested  by Tenant,  or if the
assessed value of Landlord's property is increased by the inclusion therein of a
value  placed upon such  personal  property  or trade  fixtures of Tenant and if
Landlord,  after  written  notice  to  Tenant,  pays the taxes  based  upon such
increased  assessment,  which  Landlord shall have the right to do regardless of
validity thereof,  but only under proper protest if requested by Tenant.  Tenant
shall upon  demand,  as the case may be,  repay to Landlord  the taxes so levied
against  Landlord,  or the proportion of such taxes resulting from such increase
in the assessment; provided that, in any such event Tenant shall have the right,
in the name of Landlord and with Landlord's full cooperation,  but at no cost to
Landlord,  to bring suit in any court of competent  jurisdiction  to recover the
amount of any such  taxes so paid under  protest,  any  amount so  recovered  to
belong to Tenant.                                                         

                                       8

     10.2 If the tenant improvements in the Premises,  whether installed or paid
for by Landlord or Tenant and whether or not affixed to the real  property so as
to become a part  thereof,  are  assessed  for real  property  tax purposes at a
valuation higher than the valuation at which tenant  improvements  conforming to
Landlord's  building  standard  construction  in other space in the Building are
assessed,  then the real property taxes and assessments  levied against Landlord
or  Landlord's  property be reason of such excess  assessed  valuation  shall be
deemed to be taxes levied against  Landlord or Landlord's  property by reason of
such  excess  assessed  valuation,  shall be deemed to be taxes  levied  against
personal  property of Tenant and shall be governed by the  provisions of Section
10.1 above.

ARTICLE 11 - MAINTENANCE AND REPAIR

     11.1 Subject to the provisions of Section 11.2 below,  Tenant shall keep in
good order,  condition and repair the Premises and fixtures therein and, subject
to the provisions of Article 17 and Article 18 below,  shall reimburse  landlord
for all repairs  thereto or to the Building which are made necessary as a result
of any misuse or neglect by Tenant or any of its  officers,  agents,  employees,
contractors, licensees, visitors, guests or invitees.

     11.2 Subject to the provisions of Article 17 and Article 18 hereof Landlord
shall repair and maintain the  structural  components of the Building and public
areas,  and all  components of the plumbing,  air  conditioning  and  electrical
systems  serving the Premises that are concealed or used in common by tenants of
the Building,  Landlord  shall not be liable for any failure to make any repairs
or to  perform  any  maintenance  unless  such  failure  shall  persist  for  an
unreasonable  time  after  written  notice  of the  need  for  such  repairs  or
maintenance  is  received  by  Landlord.  Except as  provided  in Article 17 and
Article 18 hereof,  there  shall be no  abatement  of rent and no  liability  of
Landlord  by reason of any  injury to or  interference  with  Tenant's  business
arising from the making of any repairs,  alterations or improvements;  provided,
however,  that in making such repairs,  alterations  or  improvements,  Landlord
shall interfere as little as reasonably practicable with the conduct of Tenant's
business in the Premises. Tenant waives the 
                                       44
<PAGE>
benefit of any present or future law which might give Tenant the right to repair
the  Premises at  Landlord's  expense or to terminate  the Lease  because of the
condition of the Premises or the Building.

ARTICLE 12 - ENTRY AND INSPECTION

     Tenant will permit  Landlord and its agents at all reasonable  times during
normal business hours and at any time in case of emergency, in such manner as to
cause as little disturbance to Tenant as reasonable  practicable,  to enter into
and upon the Premises for the purpose of inspecting the same, or for the purpose
of  protecting  the  interest  therein  of  Landlord,  and to take all  required
materials  and  equipment  into the  Premises,  and  perform all  required  work
therein,  including  the erection of  scaffolding,  props,  or other  mechanical
devices,  for the purpose of making  alterations,  repairs or  additions  to the
Premises  or to any other  portion of the  Building  in which the  Premises  are
situated as may be provided for by this Lease or as may be mutually  agreed upon
the parties or as Landlord may be required to make by law or for maintaining any
service provided by Landlord to Tenant hereunder,  including window cleaning and
janitor service,  without any rebate of rent to Tenant for any loss of occupancy
or quiet enjoyment of the Premises,  or damage,  injury or inconvenience thereby
occasioned.  Tenant shall also permit Landlord and its agents,  upon request, to
enter or pass  through the Premises or any part  thereof,  at  reasonable  times
during normal  business hours to show the Premises to holders of encumbrances on
the interest of Landlord under the Lease, or prospective purchasers,  mortgagees
or  lessees of the  Building  as an  entirety,  and during the period of six (6)
months  prior to the  expiration  date of this Lease,  Landlord  may exhibit the
Premises to prospective tenants.  Landlord shall also have the right to enter on
or pass through the Premises,  or any part thereof,  at such times as such entry
shall be required by  circumstances  of emergency  affecting the Premises or any
other  portion of the Building in which the Premises are located.  If during the
last month of the term hereof,  Tenant shall have removed  substantially  all of
the Tenant's  property and personnel  from the Premises,  Landlord may enter the
Premises and repair,  alter and redecorate the same,  without  abatement of rent
and  without  liability  to  Tenant,  and such acts shall have no effect on this
Lease.                                                         

                                       9

ARTICLE 13 - HOLD HARMLESS AND NON-LIABILITY

     Tenant  agrees to hold  harmless  and  indemnify  Landlord  and any and all
principals  and  affiliates  of  Landlord,   including  without  limitation  any
corporations  or other  entities  controlling,  controlled  by or  under  common
control  with  Landlord,  from  and  against  any and all  loss,  cost,  damage,
liability,  claim or expense (including  without limitation  attorneys' fees and
costs)  arising  from or related to the use and  occupancy  of the  Premises  by
Tenant or by anyone claiming through Tenant;  the conduct of Tenant's  business;
any  breach or default  under this  Lease;  claims by any  assignee,  subtenant,
sublessee or other person,  if Landlord  declines to consent to any  assignment,
sublease or other transfer or  encumbrance or terminates  this lease pursuant to
the  provisions  hereof;  and any other acts or omissions of Tenant or of anyone
claiming  through or under Tenant.  Tenant  assumes the risk of all such matters
and waives all claims  against  Landlord and all  principals  and  affiliates of
Landlord in connection therewith, except for matters caused solely by Landlord's
negligence  or willful  misconduct.  Throughout  the term of this Lease,  Tenant
shall  maintain in effect public  liability and property  damage  insurance with
limits of liability of not less than $1,000,000  combined single limit,  showing
Landlord as an additional insured under each policy of insurance,  and each such
policy of  insurance  shall  provide  that it may not be  canceled  or  modified
without 30 days' prior written notice to Landlord.  Such insurance shall be with
companies and in a form  acceptable to Landlord.  Tenant shall provide  Landlord
with each original policy or a certificate thereof and proof of payment therefor
prior to the  commencement  of the term of this Lease and at least  thirty  (30)
days prior to  expiration  of any such  policy.  Except as  expressly  set forth
above, Landlord shall have no liability to Tenant for any damage to the Premises
or for any loss,  damage or injury to  property  of Tenant  therein  or  thereon
occasioned  by bursting,  rupture,  leakage or overflow of any plumbing or other
                                       45
<PAGE>
pipe  (including  but  not  limited  to  water,  steam  or  refrigerant  lines),
sprinklers,  tanks,  drains,  drinking  fountains or washstands or other similar
causes,  whether in, above,  upon or about the Premises or the Building in which
the Premises are located.

ARTICLE 14 - WAIVER OF SUBROGATION

     Each policy of insurance  which  Tenant  obtains for the Premises and which
Landlord obtains for the Building shall include a clause or endorsement  denying
the insurer  any right of  subrogation  against  the other  party  hereto to the
extent rights have been waived by the insured  party prior to the  occurrence of
injury or loss. If this endorsement is unobtainable  without  additional premium
or charge,  then the insured party shall immediately  notify the other party and
the other party shall have the right to pay the additional premium or charge for
this endorsement.  Landlord and Tenant each waive any rights of recovery against
the other for injury or loss due to hazards covered by its own insurance, to the
extent of the injury or loss covered thereby.

ARTICLE 15 - ASSIGNMENT AND SUBLETTING

     15.1 Tenant shall not, either  voluntarily or by operation of law,  assign,
sell,  encumber,  pledge  or  otherwise  transfer  all or any  part of  Tenant's
leasehold  estate  hereunder,  or permit the  Premises  to be occupied by anyone
other than Tenant or Tenant's  employees  or sublet the  Premises or any portion
thereof,  without  Landlord's  prior  written  consent in each  instance,  which
consent shall not be unreasonably  withheld.  Consent by Landlord to one or more
assignments  of this Lease or to one or more  sublettings  of the Premises shall
not  constitute a consent to any future or other  assignment  or  subletting  to
exhaust Landlord's rights under this paragraph. The voluntary or other surrender
of this Lease by Tenant or mutual  cancellation  hereof shall not work a merger,
and shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies  or shall operate as an assignment to Landlord of such subleases or
subtenancies.  If  Tenant  is  a  corporation  which,  under  the  then  current
guidelines  published  by the  Commissioner  of  Corporations  of the  State  of
Arizona, is not deemed a public corporation, or is an unincorporated association
or  partnership,  the  transfer,  assignment  or  hypothecation  of any stock or
interest in such  corporation,  association,  or partnership in the aggregate in
excess of  twenty-five  percent (25%) shall be deemed an  assignment  within the
meaning and  provisions of this Article 15. Tenant agrees to reimburse  Landlord
for Landlord's  reasonable costs and attorneys' fees incurred in connection with
the processing and  documentation of any such required  assignment,  subletting,
transfer,  change  of  ownership  or  hypothecation  of this  Lease or  Tenant's
interest in and to

                                       10

the Premises.

     15.2 If Tenant  desires  at any time to assign  this Lease or to sublet the
Premises or any portion  thereon it shall first notify Landlord of its desire to
do so and submit in writing to Landlord:  (i) the name of the proposed subtenant
or assignee;  (ii) the nature of the proposed subtenant's or assignee's business
to be carried on in the Premises; (iii) the terms and provisions of the proposed
sublease  or  assignment;  and (iv) such  reasonable  financial  information  as
Landlord may request concerning the proposed subtenant or assignee.

     15.3 At any time  within  ten (10) days  after  Landlord's  receipt  of the
information  specified in Section 15.2 above, Landlord may, by written notice to
Tenant,  elect to (i) consent to the subletting or assignment upon the terms and
to the subtenant or assignee  proposed;  (ii) refuse to give its consent;  (iii)
sublease  the  Premises or the portion  thereof so proposed to be  subleased  by
Tenant or take an assignment of Tenant's leasehold estate hereunder or such part
thereof as shall be  specified  in said  notice  upon the same terms  (excluding
terms  relating  to the use of  Tenant's  name or the  continuation  of 
                                       46
<PAGE>
Tenant's  business) as those offered to the proposed  subtenant or assignee,  as
the case may be; or (iv) terminate this Lease as to the portion  (including all)
of the  Premises so proposed to be subleased  or assigned  with a  proportionate
abatement in the rent payable  hereunder.  Tenant  agrees that no  assignment or
subletting  consented  to by Landlord  shall  impair or diminish  any  covenant,
condition or obligation  imposed upon Tenant by this Lease or any right,  remedy
or benefit  afforded  Landlord  by this  Lease.  If  Landlord  consents  to such
assignment or subletting,  Tenant may, within ninety (90) days after the date of
Landlord's consent, enter into a valid assignment or sublease of the Premises or
portion  thereof  upon the terms and  conditions  described  in the  information
required to be furnished  by Tenant to Landlord  pursuant to Section 15.2 above,
or upon other terms not more favorable to Tenant;  provided,  however,  that any
material change in such terms shall be subject to Landlord's consent as provided
in this  Article 15.  Failure of  Landlord  to exercise  any option set forth in
clauses (i) through (iv) above in this  Paragraph  15.3 within such ten (10) day
period  shall be  deemed a  refusal  of  Landlord  to  consent  to the  proposed
subletting or assignment.

     15.4 No subletting or assignment,  even with the consent of Landlord, shall
relieve  Tenant of its  obligations  to pay the rent and to  perform  all of the
other obligations to be performed by Tenant hereunder, and no such subletting or
assignment shall require Landlord to accept a subtenant or assignee of Tenant as
a tenant  under this Lease in the event of a default  by Tenant  hereunder.  The
acceptance by Landlord of any payment due hereunder  from any other person shall
not be deemed to be a waiver by Landlord of any  provisions  of this Lease or to
be a consent to any assignment or subletting.

ARTICLE 16 - TRANSFER OF LANDLORD'S INTEREST

     In the event of any  transfer or transfers  of  Landlord's  interest in the
Premises or in the real property of which the Premises are a part,  other than a
transfer for security  purposes  only,  the  transferor  shall be  automatically
relieved  of any and all  obligations  and  liabilities  on the part of Landlord
accruing from and after the date of such transfer, including without limitation,
the obligations of Landlord under Article 4 above to return the security deposit
as provided  therein,  provided such  obligations and liabilities are assumed in
writing by the transferee.

ARTICLE 17 - DAMAGE OR DESTRUCTION

     17.1 If the  Premises  are  damaged by any  casualty,  the damage  shall be
repaired  by and at the  expense of  Landlord,  provided  (a) such  repairs  are
permitted by applicable  laws,  ordinances and other legal  requirements and (b)
such  repairs  can,  in  Landlord's  opinion,  be made within one (1) year after
notice to  Landlord  of the  occurrence  of such  damage  without the payment of
overtime or other  premiums.  If Landlord  is required to make  repairs,  as set
forth  above,  then,  except as set forth  hereinbelow,  until such  repairs are
completed,  the Tent shall be abated in  proportion  to the part of the Premises
which is unusable by Tenant in the  conduct of its  business.  There shall be no
abatement of rent by reason of any portion of the Premises  being unusable for a
period equal to one day or less.

     17.2 If such repairs cannot, in Landlord's opinion, be made within such one
(1) year period, Landlord may, at its option, make them within a reasonable time
and in such  event  this Lease  shall  continue  in effect and the rent shall be
abated in the manner and to the extent  provided above.  Landlord's  election to
make such repairs must be evidenced by written  notice to Tenant  within  thirty
(30) days after  notice to Landlord  of the  occurrence  of the damage  advising
Tenant whether or not Landlord will make such repairs and the estimated time for
completing  the same.  If Landlord  does not so elect to make such repairs which
cannot be made within such one (1) year period, then either party may be written
notice to the other cancel this Lease as of the date of the  occurrence  of such
damage.

     17.3 In case of any  damage or  destruction  mentioned  in this  Article 17
which  Landlord is required or undertakes to repair as provided  herein,  Tenant
may  terminate  this Lease by notice to Landlord any time 
                                       47
<PAGE>
prior to  completion  of the  required  repairs if Landlord has not restored and
rebuilt  the  Premises  (exclusive  of any  property  of Tenant or  improvements
installed by Tenant  located  therein) to  substantially  the same  condition as
existed  immediately  prior to such  damage or  destruction  within one (1) year
after notice to Landlord of the  occurrence  of such damage or  destruction,  or
such longer period as Landlord has estimated  pursuant to Paragraph  17.2,  plus
such additional  period  thereafter as shall equal the aggregate period Landlord
may have been delayed in doing so by acts of God, adjustment of insurance, labor
trouble, governmental controls,  unavailability of materials, or any other cause
beyond Landlord's reasonable control.

     17.4 No damages,  compensation  or claim  shall be payable by Landlord  for
inconvenience,  loss of business or  annoyance  or  otherwise  arising  from any
repair or  restoration  of any portion of the  Premises or other  portion of the
Building.  Landlord  shall  use  reasonable  efforts  to effect  such  repair or
restoration  promptly and to avoid  unreasonable  interference with Tenant's use
and occupancy.

     17.5  Landlord  shall not be  required  to carry  insurance  of any kind on
Tenant's  property and shall not be obligated to repair any damage thereto or to
replace the same.

     17.6 If the entire  Building is destroyed  by casualty,  or any part of the
Building  other than the  Premises  is damaged by  casualty  to the extent  that
repairs cannot,  in Landlord's  opinion,  be completed within one (1) year after
the date of such damage,  Landlord,  at its option,  may cancel this Lease as of
the date of the  occurrence of such  destruction  or damage by written notice to
Tenant.

ARTICLE 18 - EMINENT DOMAIN

     18.1 If the whole of the  Premises,  or so much  thereof  as to render  the
balance  unusable by Tenant shall be taken under power of eminent  domain,  this
Lease shall automatically  terminate as of the date of such condemnation,  or as
of the date possession is taken by the condemning authority, whichever is later.
No aware for any  partial  or entire  taking  shall be  apportioned,  and Tenant
hereby  assigns  to  Landlord  any  aware  which  may be made in such  taking or
condemnation,  together  with any and all  rights  of  Tenant  now or  hereafter
arising in or to the same or any part thereof,  provided,  however, that nothing
contained  herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any award made to Tenant for the taking of personal
property and  fixtures  belonging  to the Tenant or for the  interruption  of or
damage to  Tenant's  business  or for  Tenant's  unamortized  cost of  leasehold
improvements.

     18.2  In  the  event  of a  partial  taking  which  does  not  result  in a
termination of this Lease, rent shall be abated in proportion to the part of the
Premises so made unusable by Tenant.

     18.3 No  temporary  taking of the  Premises of Tenant's  rights  therein or
under  this Lease  shall  terminate  this Lease or give  Tenant any right to any
abatement  of rent  hereunder;  any  award  made to Tenant by reason of any such
temporary  taking  shall  belong  entirely to Tenant and  Landlord  shall not be
entitled to share therein.

ARTICLE 19 - RELOCATION

     If the Premises  contain less than three  thousand  (3,000)  square feet of
rentable area,  Landlord shall 

                                       12

have the right, at its option, upon at least thirty (30) days' written notice to
Tenant,  to relocate  Tenant and to substitute for the Premises  described above
other space in the Building  containing  at least as much  rentable  area as the
original  Premises.  Such substituted  premises shall be improved by Landlord at
its expense,  with  decorations and  improvements at least equal in quantity and
quality to those in the  original  
                                       48
<PAGE>
Premises.  Landlord shall pay the following  expenses,  to the extent reasonably
incurred by Tenant in connection with such  substitution  of Premises:  costs of
moving, door lettering,  telephone  relocation and reasonable  quantities of new
stationery.

ARTICLE 20 - DEFAULTS AND REMEDIES

     20.1 The  occurrence  of any of the following  shall  constitute a material
default and breach of this Lease by Tenant:

          (a) Any failure by Tenant to pay the rent or to make any other payment
     required to be made by Tenant hereunder;

          (b) The abandonment or vacation of the Premises by Tenant;

          (c) Any failure by Tenant to observe  and perform any other  provision
     of this Lease to be observed or  performed  by Tenant,  where such  failure
     continues for thirty (30) days (except where a different  period of time is
     expressly  specified  in this Lease)  after  written  notice by Landlord to
     Tenant;  provided,  however,  that any such notice shall be in lieu of, and
     not in addition to, any notice required under Section 1161, et seq., of the
     California Code of Civil Procedure; or

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

     20.2 In the event of any such default by Tenant,  then,  in addition to any
other  remedies  available to Landlord at law or in equity,  Landlord shall have
the immediate  option to terminate this Lease and all rights of Tenant hereunder
by giving Tenant written notice of such election to terminate. In the event that
Landlord shall elect to so terminate this Lease,  then Landlord may recover from
Tenant:

          (a) The worth at the time of award of any  unpaid  rent which had been
     earned at the time of such termination; plus

          (b) The worth at the time of award of the  amount by which the  unpaid
     rent which would have been earned after termination until the time of aware
     exceeds  the  amount of such  rental  loss  Tenant  proves  could have been
     reasonably avoided; plus

          c) The worth at the time of award of the  amount  by which the  unpaid
     rent for the balance of the term after the time of award exceeds the amount
     of such rental loss that Tenant proves could be reasonably avoided; plus

          (d) Any other  amount  necessary  to  compensate  Landlord for all the
     detriment proximately caused by Tenant's failure to perform its obligations
     under this Lease or which in the ordinary  course of things would be likely
     to result therefrom; and

          (e) At  Landlord's  election,  such other amounts in addition to or in
     lieu of the  foregoing as may be permitted  from time to time by applicable
     law.
                                       49
<PAGE>
                                       13

     The term "rent" as used herein  shall be deemed to be and to mean the Basic
Rent,  additional rent and all other sums required to be paid by Tenant pursuant
to the terms of this Lease.

          As used in subparagraphs  (a) and (b) above, the "worth at the time of
award" is  computed by  allowing  interest  at the rate of one percent  (1%) per
month.  As used in subparagraph  (c) above,  the "worth at the time of award" is
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).

     20.3 In the event of any such  default by Tenant,  Landlord  shall have all
rights and remedies  available to it under the  prevailing  law, with or without
terminated  this Lease,  to  re-enter  the  Premises  and remove all persons and
property from the Premises,  such property may be removed and stored in a public
warehouse or elsewhere at the cost of the Tenant.

     20.4 In the event of the vacation or  abandonment of the Premises by Tenant
or in the event that Landlord shall elect to re-enter as provided above or shall
take possession of the Premises  pursuant to legal proceeding or pursuant to any
notice  provided by law and Landlord  does not elect to terminate  this Lease as
provided in this  Article  20, then  Landlord  may,  from time to time,  without
terminating  this Lease,  either recover all rent as it becomes due or relet the
Premises  or any part  thereof  for such term or terms and at such rent and upon
such other term and  conditions  as  Landlord  in its sole  discretion  may deem
advisable  with the  right to make  alterations  and  repairs  to the  Premises;
provided that if Landlord elects to recover such rent as it becomes dues without
terminating  this Lease  pursuant  to this  Paragraph  20.4,  Landlord  will not
unreasonably withhold its consent to a subletting or assignment by Tenant.

     20.5 In the event that Landlord shall elect to so relet, then rent received
by  Landlord  from such  reletting  shall be  applied as  follows:  first to the
payment  of any  indebtedness  other  than  rent due  hereunder  from  Tenant to
Landlord;  second,  to the payment of any cost of such reletting;  third, to the
payment of the cost of any alterations and repairs to the Premises;  fourth,  to
the payment of-rent due and unpaid hereunder;  and the residue, if any, shall be
held by  Landlord  and  applied in payment of future rent as the same may become
due and payable  hereunder.  Should that portion of such rent received from such
reletting,  during  any  month to which it is  applied  by the  payment  of rent
hereunder,  be less than the rent payable during that month by Tenant hereunder,
then  Tenant  shall pay such  deficiency  to  Landlord  immediately  upon demand
therefor by Landlord.  Such  deficiency  shall be  calculated  and paid monthly.
Tenant  shall  also pay to  Landlord,  as soon as  ascertained,  any  costs  and
expenses  incurred by Landlord in such  reletting or in making such  alterations
and repairs not covered by the rent received from such reletting.

     20.6 No re-entry or taking  possession of the Premises by Landlord pursuant
to this Article 19 shall be  construed  as an election to  terminate  this Lease
unless a written  notice  of such  intention  is given to  Tenant or unless  the
termination   thereof  is  decreed  by  a  court  of   competent   jurisdiction.
Notwithstanding  any reletting  without  termination by Landlord  because of any
default  by Tenant,  Landlord  may at any time  after  such  reletting  elect to
terminate this Lease for any such default.

     20.7 In the event of the material default of the Tenant hereunder, Landlord
shall have the right,  at  Landlord's  option,  to  suspend or  discontinue  the
services specified in Article 5 above, or any thereof, during the continuance of
any such default and any such suspension or  discontinuance  shall not be deemed
or construed to be an eviction or ejection of Tenant.

ARTICLE 21 - SURRENDER OF PREMISES; REMOVAL OF PROPERTY
                                       50
<PAGE>
     21.1 The voluntary or other  surrender of this Lease by Tenant to Landlord,
or a mutual  termination  thereof,  shall not work a merger,  and shall,  at the
option of Landlord,  operate as an  assignment  to it of any or all subleases or
subtenancies affecting the Premises.

     21.2 Upon the  expiration  of the term of this  Lease,  or upon any earlier
termination  of this Lease,  Tenant shall quit and  surrender  possession of the
Premises  to  Landlord  in as good  order and  condition  as the same are now or
hereafter  may be improved by Landlord or Tenant,  reasonable  wear and tear and
repairs which are Landlord's obligation excepted,  and shall, without expense to
Landlord,

                                       14

remove  or cause to be  removed  from  the  Premises  all  debris  and  rubbish,
furniture,  equipment, business and trade fixtures,  free-standing cabinet work,
movable  partitioning and other articles of personal property owned by Tenant or
installed or replaced by Tenant at its expense in the Premises (exclusive of any
items described in Paragraph 21.4 below),  and all similar articles of any other
persons claiming under Tenant,  unless Landlord exercises its option to have any
subleases or subtenancies assigned to it, and Tenant shall repair all damages to
the Premises resulting from such removal.

     21.3 Whenever  Landlord  shall re-enter the Premises as provided in Article
20 hereof,  or as otherwise  provided in this Lease,  any property of Tenant not
removed  by Tenant  upon the  expiration  of the term of this  Lease (or  within
forty-eight  (48) hours after a termination by reason of Tenant's  default),  as
provided in this Lease,  shall be  considered  abandoned and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in a public  warehouse or elsewhere  for the account and at the expense and risk
of Tenant, and if Tenant shall fail to pay the cost of storing any such property
after it has been stored for a period of ninety (90) days or more,  Landlord may
sell any or all of such  property at public or private  sale, in such manner and
at such times and places as Landlord,  in its sole discretion,  may deem proper,
without notice to or demand upon Tenant,  for payment of all or any part of such
charges or the removal of any such  property,  and shall  apply the  proceeds of
such sale;  first, to the cost and expenses of such sale,  including  reasonable
attorneys'  fees  actual  incurred;  second,  to the  payment of the cost of, or
charges for, storing any such property;  third, to the payment of any other sums
of money which may then or  thereafter  be due to Landlord from Tenant under any
of the terms hereof; and fourth, the balance, if any, to Tenant.

     21.4 All  fixtures,  equipment,  alterations,  additions,  improvements  or
appurtenances attached to or built into the Premises prior to or during the term
of this I-ease,  whether by Landlord at its expense of Tenant or both,  shall be
and remain part of the Premises and shall not be removed by Tenant at the end of
the term unless  otherwise  expressly  provided for in this Lease or unless such
removal is required by Landlord  pursuant to the  provisions of Article 8 above.
Such fixtures, equipment, alterations,  additions, improvements or appurtenances
shall include,  but not be limited to: all floor  coverings,  drapes,  paneling,
molding, doors, vaults (exclusive of vault doors), plumbing systems,  electrical
systems, lighting systems, silencing equipment,  communication systems, fixtures
and outlets for the systems mentioned above and for telephone,  radio, telegraph
and television purposes, and any special flooring or ceiling installations.

ARTICLE 22 - WAIVER OF DAMAGES FOR RE-ENTRY

     Tenant  hereby  waives  all  claims  for  damages  that  may be  caused  by
Landlord's  re-entering  and taking  possession  of the Premises or removing and
storing  the  property  of Tenant as herein  provided,  and  Tenant  shall  hold
Landlord  harmless  thereby,  and no such  re-entry  shall be considered to be a
forcible entry.

ARTICLE 23 - COSTS OF SUIT
                                       51
<PAGE>
     23.1 If Tenant or Landlord  shall  bring any action for any relief  against
the  other,  declaratory  or  otherwise,  arising  out of or under  this  Lease,
including  any suit by Landlord for the recovery of rent or  possession  for the
Premises,  the  prevailing  party  shall be  entitled  to a  reasonable  sum for
attorneys'  fees in such suit and such  attorneys'  fees shall be deemed to have
accrued on the commencement of such action and shall be paid whether or not such
action is prosecuted to judgment.

     23.2 Should Landlord,  without fault on Landlord's part, be made a party to
any litigation instituted by Tenant, or by any third party against Tenant, or by
or against any person  holding under or using the Premises by license of Tenant,
or for the  foreclosure  of any lien for labor or material  furnished  to or for
"Tenant,  or by any such other person or  otherwise  arising out of or resulting
from any act or  transaction  of  Tenant  or of any such  other  person,  Tenant
covenants to save and hold Landlord  harmless from any  liability,  loss,  cost,
damage,  expense or judgment  rendered  against  Landlord or the Premises or any
part  thereof,  and costs and expense,  including  reasonable  attorneys'  fees,
incurred by Landlord in or in connection with such litigation.

ARTICLE 24 - WAIVER

     The waiver by  Landlord  or Tenant of any breach of any term,  covenant  or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or condition as to any subsequent breach of the same or any other term,
covenant or  condition  herein  contained.  The  subsequent  acceptance  of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
of Tenant of any term,  covenant  or  condition  of this  Lease,  other than the
failure  of  Tenant to pay the  particular  rental so  accepted,  regardless  of
Landlord's  acknowledge  of such  preceding  breach at the time of acceptance of
such rent.

ARTICLE 25 - HOLDING OVER

     If Tenant  holds over after the term  hereof,  with the express  consent of
Landlord,  such tenancy  shall be from  month-to-month  only,  and not a renewal
hereof or any  extension  for any further  term,  and in such case rent shall be
payable at the rate of one hundred fifty percent  (150%) of the rent due for the
last month of the term of this Lease and such  month-to-month  tenancy  shall be
subject to every other term,  covenant and agreement  contained herein.  Nothing
contained  in this  Article 25 shall be  construed as consent by Landlord to any
holding  over by Tenant and  Landlord  expressly  reserves  the right to require
Tenant to  surrender  possession  of the  Premises  to  Landlord  as provided in
Article  21 above  forthwith  upon the  expiration  of the term of this Lease or
other termination of this Lease.

ARTICLE 26 - SUBORDINATION; PROTECTION OF LENDERS

     26.1 Landlord shall have the right to subordinate  this Lease to any ground
lease, deed of trust or mortgage encumbering the Premises or the Project (or any
portion  thereof),  any advances made on the security  thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded.  However, Tenant's right to quiet possession of the Premises during
the Lease term shall not be  disturbed  if Tenant pays the rent and performs all
of Tenant's obligations under this Lease and is not otherwise in default. If any
ground lessor,  beneficiary or mortgagee  elects to have this Lease prior to the
lien of its ground  lease,  deed of trust or mortgage and gives  written  notice
thereof to Tenant,  this Lease shall be deemed prior to such ground lease,  deed
of trust or mortgage whether this Lease is dated prior or subsequent to the date
of said  ground  lease,  deed of trust  or  mortgage  or the  date of  recording
thereof.

     26.2 If  Landlord's  interest  in the  Premises  is  acquired by any ground
lessor,  beneficiary  under  a deed  of  trust,  mortgagee,  or  purchaser  at a
foreclosure  sale,  Tenant  shall  attorn to the  transferee  of or successor to
Landlord's  interest in the Premises and recognize such  transferee or successor
as Landlord 
                                       52
<PAGE>
under the Lease.  Tenant  waives the  protection  of any  statute or rule or law
which  gives or purports  to give  Tenant any right to  terminate  this Lease or
surrender possession of the Premises upon the transfer of Landlord's interest.

     26.3 Tenant shall sign and deliver any instrument or documents necessary or
appropriate to evidence any such attornment or  subordination or agreement to do
so, on a form satisfactory to Landlord's lender. If Tenant fails to do so within
ten (10) days after  written  request,  Tenant  hereby  makes,  constitutes  and
irrevocably  appoints Landlord,  or any transferee or successor of Landlord,  as
the  attorney-in-fact  of Tenant to execute and deliver any such  instrument  of
document.

ARTICLE 27 - RULES AND REGULATIONS

     The  Rules  and  Regulations  attached  hereto as  Exhibit  "B" are  hereby
incorporated  herein by this reference and made a part hereof.  Tenant agrees to
abide by and  comply  with said Rules and  Regulations  and any  reasonable  and
non-discriminatory  amendments,   modifications  or  additions  thereto  as  may
hereafter  be adopted and  published  by written  notice to Tenant by  Landlord.
Landlord  shall  not be liable to Tenant  for any  violation  of such  Rules and
Regulations by any other tenant or person.

                                       16

     Tenant shall be  responsible  for all acts of its employees and a violation
of the Rules and Regulations  (including  those dealing with security) by any of
Tenant's employees shall constitute a material breach of this Lease by Tenant.

ARTICLE 28 - DEFINED TERMS

     The word  "Landlord" and "Tenant" as used herein,  shall include the plural
as well as the singular.  Words used in neuter gender  include the masculine and
feminine and words in the masculine or feminine  gender  include the neuter.  If
there be more than one Tenant,  the  obligation  hereunder  imposed  upon Tenant
shall be joint and several. The headings or titles to the articles of this Lease
are not a part of this Lease and shall have no effect upon the  construction  or
interpretation of any part thereof.

ARTICLE 29 - HEIRS AND ASSIGNS

     Subject to the  provisions of Article 15 hereof  relating to assignment and
subletting,  this  Lease is  intended  to and does  bind the  heirs,  executors,
administrators, personal representatives,  successors and assigns of any and all
of the parties hereto.

ARTICLE 30 - TIME OF ESSENCE

     Time is of the essence in this Lease.

ARTICLE 31 - ENTIRE AGREEMENT

     This instrument  along with any exhibits and attachments or other documents
affixed  hereto or  referred  to herein  constitutes  the entire  and  exclusive
agreement between Landlord and Tenant relative to the Premises herein described,
and this agreement and said exhibits and  attachments and other documents may be
altered,  amended or revoked  only by an  instrument  in writing  signed by both
Landlord  and  Tenant.  Landlord  and  Tenant  hereby  agree  that all  prior or
contemporaneous  oral agreements,  
                                       53
<PAGE>
understandings,  or practices relative to the leasing of the Premises are merged
in and revoked by this agreement.

ARTICLE 32 - WORK LETTER

     If an Exhibit "C", Work Letter,  is attached to this Lease and is initialed
by both parties, then the Premises shall be finished in accordance with the Work
Letter.

ARTICLE 33 - RIGHT OF LANDLORD TO PERFORM

     All  covenants  and  agreements  to be performed by Tenant under any of the
terms of this  Lease  shall be  performed  by Tenant at  Tenant's  sole cost and
expense and without any  abatement of rent.  If Tenant shall fail to pay any sum
of money,  other than rent,  required to required to be paid by it  hereunder or
shall fail to perform any other act on its part to be performed  hereunder,  and
such failure  shall  continue  beyond any  applicable  grace period set forth in
Article  20,  Landlord  may,  but shall not be  obligated  so to do, and without
waiving or  releasing  Tenant  from any  obligations  of  Tenant,  make any such
payment or perform any such other act on Tenant's  part to be made or  performed
as in this  lease  provided.  All  sums so paid by  Landlord  and all  necessary
incidental  costs,  together  with  interest  thereon  at the  rate  hereinafter
provided,  from the date of such  payment  by  Landlord,  shall  be  payable  to
Landlord on demand and Tenant covenants to pay any such sums, and Landlord shall
have (in addition to any other right or remedy of Landlord)  the same rights and
remedies in the event of nonpayment  thereof by Tenant as in the case of default
by Tenant in the payment of the rent.

                                       17

ARTICLE 34 - INTEREST ON TENANT'S OBLIGATIONS

     Any amount  due from  Tenant to  Landlord  which is not paid when due shall
bear interest at the ratio of twelve  percent (12%) per year until paid, but the
payment of such interest shall not excuse or cure the default.

ARTICLE 35 - NOTICE

     All notices  which  Landlord or Tenant may be required,  or may desire,  to
serve on the other may be served,  as an  alternative  to personal  service,  by
mailing the same by registered or certified mail, postage prepaid,  addressed as
set  forth in Item 14 of the  Basic  Lease  Provisions,  or,  from and after the
Commencement  Date,  to the  Tenant at the  Premises  whether  or not Tenant has
departed  from,  abandoned or vacated the  Premises,  or addressed to such other
address  or  addresses  as  either  Landlord  or  Tenant  may from  time to time
designate to the other in writing.

ARTICLE 36 - QUIET ENJOYMENT

     Landlord  covenants  and agrees  that  Tenant,  upon paying the Basic Rent,
additional  rent and all other  charges  herein  provided for and  observing and
keeping the covenants, agreements and conditions of this Lease on its part to be
kept, shall lawfully and quietly hold,  occupy and enjoy the Premises during the
term of this Lease without  hindrance or molestation of anyone lawfully claiming
by,  through or under  Landlord,  subject,  however,  to the matters  herein set
forth.
                                       54
<PAGE>
ARTICLE 37 - ESTOPPEL CERTIFICATES

     37.1 Tenant agrees at any time and from time to time upon not less than ten
(10) days'  prior  notice by Landlord  to  execute,  acknowledge  and deliver to
Landlord a  statement  in form and  substance  of Exhibit  "D"  attached  hereto
certifying  that this  Lease is  unmodified  and in full force and effect (or if
there  have been  modifications,  that the same is in full  force and  effect as
modified and stating the modifications),  and the dates to which the Basic Rent,
additional rent and other charges have been paid in advance, if any, and stating
whether or not to the best knowledge of the signer of such certificate, Landlord
is in default in performance of any covenant,  agreement or condition  contained
in this Lease and, if so,  specifying  each such default of which the signer may
have knowledge,  it being intended that any such statement delivered pursuant to
this  Paragraph  37.1 may be relied  upon by any  prospective  purchaser  of the
Building  or any  mortgagee  thereof or any  assignee of any  mortgage  upon the
Building.

     37.2  Landlord  agrees at any time and from time to time upon not less than
ten (10) days'  prior  notice by Tenant to execute,  acknowledge  and deliver to
Tenant a statement in writing  certifying  that this Lease is unmodified  and in
full force and effect (or if there shall have been  modifications  that the same
is in full force and effect as modified as stating  the  modifications)  and the
dates to which the basic Rent,  additional rent and other charges have been paid
in advance,  if any,  and stating  whether or not to the best  knowledge  of the
signer  of such  certificate  Tenant is in  default  in the  performance  of any
covenant, agreement or condition contained in this Lease and , if so, specifying
each such default of which the signer may have knowledge, it being intended that
any such statement  delivered pursuant to this Paragraph 37.2 may be relied upon
by any prospective assignee of the Tenant's interest in this Lease.

ARTICLE 38 - ACCESS, CHANGES IN BUILDING FACILITIES, NAME

     All except the inside surface of all walls,  windows and doors bounding the
Premises  (including  exterior building walls, core corridor walls and doors and
any Core corridor  entrance),  and any space in or adjacent to the Premises used
for  shafts,  stacks,  pipes,  conduits,  fan rooms,  ducts,  electric  or other
utilities,  sinks or other building facilities,  and the use thereof, as well as
access thereto through the Premises for the purposes of operation,  maintenance,
decoration and repair, are reserved to Landlord.

                                       18

ARTICLE 39 - NON-DISCRIMINATION

     Tenant  herein  covenants  by  and  for  himself,  his  heirs,   executors,
administrators,  personal  representatives,  successors  and  assigns,  and  all
persons  claiming under or through him, and this Lease is made and accepted upon
and subject to the following  conditions:  that there shall be no discrimination
against or  segregation  of any person or group of persons,  on account of race,
color,  creed, sex, national origin, or ancestry,  in the leasing,  sub-leasing,
transferring,  use, occupancy, tenure or enjoyment of the Premises herein leased
nor shall Tenant,  or any person claiming under or through Tenant,  establish or
permit any such  practice or practices of  discrimination  or  segregation  with
reference  to the  selection,  location,  number,  use or  occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Premises.

ARTICLE 40 - BROKERS

     The parties  recognize as the broker(s) who procured this Lease the firm(s)
specified  in Item 10 of the Basic  Lease  Provisions,  and agree that  Landlord
shall be solely  responsible  for the payment of  brokerage  commissions  to the
specified Landlord's Broker, if any. If a Tenant's broker is named in Item 11 of
the Basic  Lease,  Landlord's  Broker  shall pay an  appropriate  portion of its
commission to Tenant's Broker is 
                                       55
<PAGE>
so provided in any  agreement  between  Landlord's  Broker and Tenant's  Broker.
Nothing  contained in this Lease shall impose any  obligation on Landlord to pay
commission or fee to any party other than Landlord's Broker. If Tenant has dealt
with any other  person or real estate  broker with respect to leasing or renting
space in the Premises, Tenant shall be solely responsible for the payment of any
fee due to said person or firm and Tenant shall indemnify  Landlord  against any
liability,  loss, cost, damage or expense (including  attorneys' fees and costs)
with respect thereto.

ARTICLE 41 - APPLICABLE LAW

     This Lease, and the rights and obligations of the parties hereto,  shall be
construed and enforced in accordance with the laws of the State of Arizona.

ARTICLE 42 - COMMON AREAS

     42.1 As used in this Lease,  "Common Areas" shall mean all areas within the
Project  which are  available  for the common use of tenants of the  Project and
which are not leased or held for the exclusive  use of Tenant or other  tenants,
including,  but not limited to, parking  areas,  driveways,  sidewalks,  loading
areas, access roads, corridors, landscaping and planted areas. Landlord may from
time to time  change  the size,  location,  nature  and use of any of the Common
Areas,  including  converting  Common Areas into  leasable  areas,  constructing
additional  parking  facilities  (including  parking  structures)  in the Common
Areas, and increasing or decreasing Common Area land and/or  facilities.  Tenant
acknowledges  that such  activities  may result in occasional  inconvenience  to
Tenant  from  time to time.  Such  activities  and  changes  shall be  expressly
permitted if they do not materially affect Tenant's use of the Property.

     42.2  Tenant  shall  have the  non-exclusive  right (in  common  with other
tenants  and all  others to whom the  Landlord  has  granted  or may grant  such
rights)  to use the  Common  Areas for the  purposes  intended,  subject to such
reasonable  rules and  regulations  as Landlord may establish from time to time.
Tenant shall abide by such rules and  regulations and shall use its best efforts
to cause  others who use the Common  Areas with  Tenant's  expressed  or implied
permission to abide by Landlord's rules and regulations.  At any time,  Landlord
may close any Common Areas to perform any acts in and to the Common Areas as, in
Landlord's judgement, may be desirable to improve the Project. Tenant shall not,
at any time, interfere with the rights of Landlord,  other tenants, or any other
person entitled to use the Common Areas.

                                       19

     42.3 Landlord shall maintain the Common Areas in good order,  condition and
repair and shall operate the Project, in Landlord's sole discretion,  as a first
class commercial real property  development.  All costs incurred by Landlord for
the  operation  and  maintenance  of the Common  Areas in the  Project  shall be
allocated  by  Landlord,  in its  discretion,  among the  buildings  within  the
Project.  The Common Area costs  allocated to the Building  shall be included in
the Total Operating  Expenses,  pursuant to Paragraph  3.9(m).  Common Area cost
include, but are not limited to, costs and expenses for the following: gardening
and  landscaping;  utilities,  water and sewage  charges;  maintenance  of signs
(other than Tenants' signs),  premiums for liability,  property damage, fire and
other types of casualty insurance on the Common Areas and worker's  compensation
insurance;  all real property taxes and assessment  levied on or attributable to
the Common Areas and all Common Area  improvements;  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 Landlord
which is consumed in the operation or maintenance  of the (Common Areas;  rental
or lease payments paid by Landlord for rented or leased  personal  property used
in the operation or maintenance of the Common Areas;  fees for required licenses
                                       56
<PAGE>
and permits; repairing, resurfacing,  repaving, maintenance, painting, lighting,
cleaning,  refuse  removal,  security  and  similar  items;  reserves  for  roof
replacement  and  exterior  painting  and  other  appropriate  reserves;  and  a
reasonable allowance to Landlord for Landlord's  supervision of the Common Areas
(not to exceed  five  percent (5 %) of the total of all other  Common Area costs
for the year).  Landlord may cause any or all of such services to be provided by
third parties. Common Area costs shall not include depreciation of real property
which forms part of the Common Area.

ARTICLE 43 - EXAMINATION OF LEASE

     Submission of this  instrument for  examination or signature by Tenant does
not constitute a reservation  of or option for Lease,  and is not effective as a
Lease or otherwise until execution by and delivery to both Landlord and Tenant.

ARTICLE 44 - NO LIGHT, AIR OR VIEW EASEMENT

     Any diminution or shutting off of light, air or view by any structure which
may be erected on lands  adjacent  to the  Building  shall in no way affect this
Lease or impose any liability on Landlord.

ARTICLE 45 - SIGNS AND AUCTIONS

     Tenant  shall not place any sign upon the  Premises  or Building or conduct
any auction thereon without  Landlord's  prior written  consent.  Landlord shall
provide directory signage to Tenant at Landlord's expense.

ARTICLE 46 - COVENANTS, CONDITIONS AND RESTRICTIONS

     The Project and the  Premises  are  subject to certain  matters,  covenant,
conditions,  restrictions,  easements,  rights of way and development agreement.
Tenant  agrees to be bound by all matters  affecting the Premises or the Project
or any  portion  thereof,  whether  apparent  or of  record,  including  without
limitation the foregoing covenants,  conditions and restrictions,  together with
any amendments thereto.

ARTICLE 47 - INVALIDITY

     The  parties  hereto  agree  that the terms and  provisions  of this  Lease
express  the  intent  of their  agreement  as fully as  possible;  however,  the
invalidity  or  unenforceability  of any term of  provision  hereof  (except for
Tenant  obligations to pay Basic Rent under Item 5 of the Basic Lease Provisions
hereof) shall not affect or impair any other term or provision hereof.

                                       20

ARTICLE 48 - CUMULATIVE RIGHTS

     All rights,  options and remedies of Landlord contained in this Lease shall
be construed and held to be cumulative, and no one of them shall be exclusive of
the other,  and  Landlord  shall have the right to pursue any one or all of such
remedies or any other  remedy or relief  which may be provided by law or equity,
whether or not stated in this Lease.
                                       57
<PAGE>
ARTICLE 49 - ACCORD AND SATISFACTION, RECEIPT OF MONEY

     No payment by Tenant or receipt by  Landlord  of a lesser  amount  than the
rent  herein  stipulated  shall be deemed  to be other  than on  account  of the
earliest Basic Rent and/or  additional  rent due and not yet paid, nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment as rent be deemed an accord and  satisfaction,  and  Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such rent or pursue any other remedy in the Lease.  No receipt of any
money by Landlord  from Tenant after the  termination  of this Lease,  after the
service  of any  notice,  after the  commencement  of any suit,  or after  final
judgement for possession of the Premises,  shall  reinstate,  continue or extend
the term of this Lease or affect any such notice, demand, suit or judgment.

ARTICLE 50 - NO MEMORANDUM

     Tenant shall not record this Lease or any memorandum or short form thereof.

ARTICLE 51 - LATE CHARGE

     Tenant  acknowledges  that late  payment of rent due  hereunder  (including
without  limitation Basic Rent and additional rent) will cause Landlord to incur
costs not  contemplated  by this Lease,  the exact amount of which are extremely
difficult to ascertain.  These costs include, but are not limited to, processing
and  accounting  charges,  and late charges  which may be imposed on Landlord by
others.  Accordingly, if any installment of Basic Rent or additional rent or any
other amounts due form Tenant is not received by Landlord or Landlord's designee
within  ten (10) days after the amount is due,  Tenant  shall pay to  Landlord a
late charge equal to ten percent (10%) of the overdue amount. Acceptance of late
charges by  Landlord  shall not  constitute  a waiver of Tenant's  default  with
respect to the overdue amount,  nor prevent  Landlord from exercising any of the
other rights and remedies granted hereunder or at law or in equity.

ARTICLE 52 - FORCE MAJEURE

     If Landlord  cannot  perform any of its  obligations  due to events  beyond
Landlord's  control,  the time provided for performing such obligations shall be
extended by a period of time equal to the duration of such events. Events beyond
Landlord's  control  include,  but are not limited to, acts of God,  war,  civil
commotion, labor disputes, strikes, fire, flood or other casualty,  shortages of
labor or material, government regulation or restriction and weather conditions.

ARTICLE 53 - PARKING

     53.1 Tenant shall be entitled,  subject to the Rules and  Regulations  from
time  to time in  effect,  to use the  vehicle  parking  spaces  in the  Project
allocate to Tenant in Paragraph 12 of the Basic Lease Provisions  without paying
any additional rent. Tenant's parking shall not be reserved and shall be limited
to vehicles no larger than standard size automobiles or pickup utility vehicles.
Tenant shall not cause large trucks or other large vehicles to parked within the
Project or on the adjacent public streets.

                                       21
                                       58
<PAGE>
Temporary  parking of large delivery vehicles in the Project may be permitted by
the Rules and Regulations established by Landlord. Vehicles shall be parked only
in striped parking spaces and not in driveways, loading areas or other locations
not  specifically  designed  for parking.  If Tenant parks more  vehicles in the
parking  area than the  number  set  forth in  Paragraph  12 of the Basic  Lease
Provision such conduct shall be a material  breach of the Lease.  In addition to
Landlord's  other remedies under the Lease,  Tenant shall pay a reasonable daily
charge for each such additional vehicle.

     53.2  Notwithstanding  Paragraph 53.1,  Landlord reserves the right, at its
election at any time, to implement  procedures  regarding the parking facilities
in the Project that Landlord  deems to be in the best interest of the tenants in
the Project, including, without limitation,  procedures regarding implementation
of parking stickers or other identification devices, reserved parking spaces and
other  matters.  If  Landlord  implements  any  such  procedures,  all  costs in
connection  therewith shall be included in the Total Operating  Expenses defined
in Paragraph 3.9.

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                                       22

                                   EXHIBIT "A"
                                    SITE PLAN

                                       24
                                   EXHIBIT "B"

                   ATTACHED TO AND MADE A PART OF OFFICE LEASE
                      RULES AND REGULATIONS OF THE BUILDING

          The sidewalks,  entrances,  passages,  courts, elevators,  vestibules,
stairways,  corridors or halls shall not be  obstructed  or used for any purpose
other than  ingress  and  egress.  The halls,  passages,  entrances,  elevators,
stairways,  balconies  and roof are not for the use of the general  public,  and
Landlord  shall in all cases  retain the Tight to  control  and  prevent  access
thereto by all persons  whose  presence,  in the judgment of Landlord,  shall be
prejudicial  to the safety,  character,  reputation or interests of the Building
and its tenants,  provided that nothing herein  contained  shall be construed to
prevent such access by persons with whom tenants  normally  deal in the ordinary
course of their business, unless such persons are engaged in illegal activities.
No tenant and no  employees of any tenant shall go upon the roof of the Building
without the written consent of Landlord.

     2. No awnings or other  projections  shall be attached to the outside walls
of the  Building  without  the prior  written  consent of  Landlord.  No hanging
planters,  television  sets or other  objects  shall be attached to or suspended
from  ceilings  without the prior  written  consent of  Landlord.  No  curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door, without the prior written consent of Landlord.  Except
as otherwise  specifically approved by Landlord, all electrical 
                                       59
<PAGE>
ceiling  fixtures  hung in offices or spaces along the perimeter of the Building
must be  fluorescent,  of a quality,  type,  design and bulb color  approved  by
Landlord.

     3. No sign, advertisement or notice shall be exhibited,  painted or affixed
by any  tenant  on any  part of,  or so as to be seen  from  the  outside  of, a
tenant's premises or the Building without the prior written consent of Landlord.
In the event of the  violation  of the  foregoing  by any tenant,  Landlord  may
remove same without any liability,  and may charge the expense  incurred in such
removal to the tenant  violating  this rule.  Interior  signs on doors and walls
shall be  inscribed,  painted  or affixed  for each  tenant by  Landlord  at the
expense  of such  tenant,  and  shall be of a size,  color,  location  and style
acceptable to Landlord.

     4. The wash room  partitions,  mirrors,  wash  basins  and  other  plumbing
fixtures  shall not be used for any purpose other than those for which they were
constructed,  and no  sweepings,  rubbish,  rags, or other  substances  shall be
thrown  therein.  All damage  resulting from any misuse of the fixtures shall be
borne by the tenant  who,  or whose  servants,  employees,  agents,  visitors or
licensees, shall have caused the same.

     5. No tenant shall mark,  paint,  drill into, or in any way deface any part
of its  premises or the  Building.  No boring,  cutting or stringing of wires or
laying of linoleum or other similar floor  coverings  shall be permitted  except
with the prior written consent of Landlord and as Landlord may direct.

     6. No bicycles,  vehicles, vending machines or animals of any kind shall be
brought into or kept in or about any tenant's  premises and no cooking  shall be
done or permitted by any tenant in its premises  except that the  preparation of
coffee,  tea, hot  chocolate  and similar items for the tenant and its employees
and business  visitors  shall be permitted.  No tenant shall cause or permit any
unusual or objectionable odors to escape from its premises.

     7. No tenant's  premises shall be used for manufacturing or for the storage
of  merchandise  except as such  storage  may be  incidental  to the use of such
premises  for general  office  purposes.  No tenant  shall  occupy or permit any
portion of its premises to be occupied as an office for a public stenographer or
typist, or for the manufacture or sale of liquor,  narcotics,  or tobacco in any
form, or as a medical office,  or as a barber shop,  manicure shop or employment
agency. No tenant shall engage or pay any employees on its premises except those
actually  working for such tenant on its  premises,  nor  advertise for laborers
giving an  address  at its  premises.  No  tenant's  premises  shall be used for
lodging or sleeping or for any immoral or illegal purposes.

                                       25

     8. No tenant shall make,  or permit to be made,  any unseemly or disturbing
noises, sounds or vibrations,  or disturb or interfere with occupants of this or
neighboring buildings or premises or those having business with them, whether by
the use of any musical instrument,  radio, phonograph,  unusual noise, or in any
other way.

     9. No tenant shall throw anything out of doors or down the passageways.

     10.  No  tenant  shall at any  tine  bring or keep  upon its  premises  any
inflammable,  combustible or explosive fluid,  chemical or substance.  No tenant
shall  do or  permit  anything  to be done in its  premises,  or  bring  or keep
anything therein,  which shall in any way increase the rate of fire insurance on
the Building or on the property kept therein,  or obstruct or interfere with the
rights of other  tenants,  or in any way injure or annoy them,  or conflict with
the  regulations of the fire  department or the fire laws, or with any insurance
policy upon the Building or any part thereof,  or with any rules and  ordinances
established by the local health authority or other governmental authority.
                                       60
<PAGE>
     11. No  additional  locks or bolts of any kind shall be placed  upon any of
the doors or windows by any  tenant,  nor shall any  changes be made in existing
locks or the mechanisms  thereof.  Each tenant must, upon the termination of its
tenancy,  restore to Landlord  all keys of stores,  offices,  and toilet  rooms,
whether  furnished to or otherwise  procured by tenant,  and in the event of the
loss of any keys so furnished, such tenant shall pay to the Landlord the cost of
replacing  the same or of changing  the lock or locks opened by such lost key if
Landlord shall deem it necessary to make such a change.

     12.  All  removals,  or the  carrying  in or out  of  any  safes,  freight,
furniture,  or bulky matter of any description  must take place during the hours
which  Landlord may  establish  from time to time.  The moving of safes or other
fixtures or bulky  matter of any kind must be made upon  previous  notice to the
manager of the Building and under his  supervision,  and the persons employed by
any tenant for such work must be acceptable to Landlord.  Landlord  reserves the
right to inspect all safes,  freight or other bulky  articles to be brought into
the Building.  Landlord reserves the right to prohibit or impose conditions upon
the installation of heavy objects which might overload the Building floors.

     13. No tenant shall  purchase or otherwise  obtain for use in its premises,
water, ice, towel, vending machines,  janitorial,  maintenance or other services
of any kind except from persons  authorized by Landlord,  and at hours and under
regulations fixed by Landlord.

     14. Landlord shall have the right to prohibit any advertising by any tenant
which, in Landlord's opinion,  tends to impair the reputation of the Building or
its desirability as an office building.  Upon written notice from Landlord,  any
tenant shall refrain from or discontinue such advertising.

     15.  Landlord  reserves  the right to exclude all persons from the Building
between the hours of 6 p.m.  and 8 a.m. and at all hours of  Saturdays,  Sundays
and legal holidays.  Each tenant shah be responsible for all persons for whom he
requests  access and shall be liable to Landlord  for all acts of such  persons.
Nothing in this Paragraph 15 shall limit Landlord's right to control and prevent
access under Paragraph I above.

     16. Any persons employed by any tenant to do janitorial work, shall,  while
in the Building and outside of the  tenant's  premises,  be subject to and under
the control and direction of the manager of the Building (but not as an agent or
servant of said manager or of Landlord,  and the tenant shall be responsible for
all acts of such persons).

     17. All doors  opening  into  public  corridors  or  lobbies  shall be kept
closed, except when in use for ingress and egress.

     18. The  requirements of tenants will be attended to only upon  application
to the building manager's office.

     19. Canvassing, soliciting and peddling in the Building, unless approved by
Landlord, are prohibited and each tenant shall cooperate to prevent the same.

                                       26

     20.All office  equipment of any  electrical  or mechanical  nature shall be
placed by tenants in their premises in settings  approved by Landlord,  so as to
absorb or prevent any vibration, noise or annoyance to other tenants.

     21. No air conditioning  unit or other similar apparatus shall be installed
or used by any tenant without the written consent of Landlord.
                                       61
<PAGE>
     22.  There  shall  not be used in any  space,  or the  public  halls of the
Building,  either by tenants or others,  any hand trucks  except those  equipped
with rubber tires and side guards.

     23.  Landlord  will direct  electricians  as to where and how  telephone or
telegraph  wires are to be introduced.  No boring or cutting for wires or string
of wires will be allowed without  written  consent of Landlord.  The location of
telephones,  call boxes and other office equipment  affixed to premises shall be
subject to the approval of Landlord.

     24. All parking areas,  pedestrian walkways,  plazas and other public areas
forming a part of the Building  shall be under the sole and absolute  control of
Landlord  with the exclusive  right to regulate and control these areas.  Tenant
agrees to  conform  to the  rules and  regulations  that may be  established  by
Landlord for those areas from time to time.  The Parking  Rules and  Regulations
attached  hereto as Exhibit  "B-1 " form a part hereof and are subject to change
in accordance with Paragraph 30 hereof.

     25. Landlord shall have the right,  exercisable  without notice and without
liability  to Tenant,  to change the name and street  address of the Building of
which the Premises are a part.

     26.  Landlord  shall  have the right to  control  and  operate  the  public
portions  of the  Building,  and the  public  facilities,  and  heating  and air
conditioning, as well as facilities furnished for the common use of the tenants,
in such manner as it deems best for the benefit of the tenants generally.

     27. The sashes, sash doors,  skylights,  windows, and doors that reflect or
admit  light  and air into  halls,  passageways  or other  public  places in the
Building  shall  not be  covered  or  obstructed  by any  tenant,  nor shall any
bottles,  parcels or other articles be placed on the window sills.  Tenant shall
see that the windows, transoms and doors of the premises are closed and securely
locked  before  leaving the Building  and must observe  strict care not to leave
windows open when it rains. Tenant shall exercise extraordinary care and caution
that all water faucets or water apparatus are entirely shut off before tenant or
tenant's  employees  leave the Building,  and that all  electricity,  gas or air
shall likewise be carefully shut off, as to prevent wage or damage. Tenant shall
cooperate with Landlord in obtaining maximum effectiveness of the cooling system
by  closing  drapes  when the sun's  rays fall  directly  on the  windows of the
Premises.  Tenant shall not tamper with or change the setting of any thermostats
or temperature control values.

     28. The  scheduling of tenant  move-ins  shall be subject to the reasonable
discretion of Landlord.

     29. The term  "personal  goods or services  vendors"  as used herein  means
personel who periodically enter the Building for the purpose of selling goods or
services to a tenant,  other than goods or services which are used by the tenant
only for the purpose of conducting its business on the Premises. "Personal goods
or  services"  include,  but  are not  limited  to,  drinking  water  and  other
beverages,  food,  barbering  services,  and  shoe  shining  services.  Landlord
reserves the right to prohibit  personal goods and services  vendors from access
to the Building except upon such reasonable terms and conditions, including, but
not limited to, the payment of a  reasonable  fee and  provision  for  insurance
coverage,  as are related to the safety,  care and  cleanliness of the Building,
the preservation of good order therein, and the relief of any financial or other
burden on the Landlord occasioned by the presence of such vendors or the sale by
them of personal goods or services to the Tenant or its employees.  If necessary
for the  accomplishment  of these  purposes,  Landlord  may exclude a particular
vendor  entirely  or limit the number of  vendors  who may be present at any one
time in the Building.

     30.  Landlord may at any time revoke,  supplement or modify these Rules and
Regulations,  or any portion  thereof,  whenever in Landlord's sole opinion such
changes are required for the care,

                                       26
                                       62
<PAGE>
cleanliness,  safety or  preservation  of good order in the  Building.  All such
changes  shall be  effective  five (5) days after  delivery to tenant of written
notice thereof,  except in the event of emergency,  in which event they shall be
effective immediately upon notice to tenant.

     3i.  Tenant  shall not place,  install or operate on the Premises or in any
part of the Building,  any engine,  stove, or machinery,  or conduct  mechanical
operations or cook thereon or therein,  or place or use in or about the Premises
any  explosives,   gasoline,  kerosene,  oil,  acids,  caustics,  or  any  other
inflammable,  explosive, or hazardous material without the prior written consent
of the Landlord.

     32.  Landlord  will  not be  responsible  for any lost or  stolen  personal
property,  equipment,  money, or jewelry from the Premises or from public rooms,
regardless of whether such less occurs when the areas is locked against entry.

     33. No birds or animals shall be brought onto the Project,  and no bicycles
or vehicles shall be brought into or kept in the Buildings.

     34. No  draperies,  shutters,  or window  coverings  shall be  installed on
exterior  windows  or on  windows  or  doors  facing  public  corridors  without
Landlord's prior written approval.

     35.  Employees of Landlord shall not receive or carry message for or to any
tenant or other occupant on the Property, nor shall they contract to render free
or paid services to any tenant or any tenant's agents,  employees,  or invitees;
if any of Landlord's  employees perform any such services,  such employees shall
be deemed  the agent of the tenant for whom the  services  are being  performed,
regardless of whether or how payment is arranged for  services,  and Landlord is
expressly  relieved  from any and all  liability  for any  injury to  persons or
damage to property (or any other damages) in connection with any such services.

     36.  Directories  will  be  placed  by  Landlord,  at its own  expense,  in
conspicuous  places in the Building.  No other  directories  shall be permitted,
unless previously consented to by Landlord in writing.

     37.  Tenant  shall  place,  affix,  or  attach  on any  door or wall of the
Building  exposed to the  public  only those  identification  markers  and other
pre-approved  by  Landlord  as to style,  size,  lettering  and color.  Landlord
reserves  the  right  to place  any such  identification  markers  and  signs on
Tenant's doors and walls and the cost thereof shall be billed to Tenant.

                                       27

                  EXHIBIT "B-1 " PARKING RULES AND REGULATIONS
          So long as the Lease to which this Exhibit  'B-1" is attached  remains
in effect,  and so long as the parking rules and regulation  adopted by Landlord
are not violated,  Tenant or persons designated by Tenant shall be entitled on a
non-exclusive  basis to use parking spaces in the Project parking  structure (if
any)  and  on  surface  parking.   Landlord  expressly  reserves  the  right  to
redesignate parking areas and to modify the parking facilities for other uses or
to any extent.
                                       63
<PAGE>
A  condition  of any parking  shall be  compliance  by the porker  with  parking
facilities rules and regulations,  and amendments thereto, including any sticker
or other  identification  system  established  by Landlord's  parking  operator.
Landlord  reserves  the right to impose  parking  charges  except as provided in
Paragraph  53.1 of the Lease,  on Tenant and Tenant's  employees for any parking
now or hereafter  available.  The following Parking Rules and Regulations are in
effect  until  notice is given to Tenant of any change.  Landlord  reserves  the
right to modify and/or adopt such other reasonable and  nondiscriminatory  rules
and  regulations  for the  parking  facilities  as it  deems  necessary  for the
operation  of the parking  facilities.  Landlord may refuse to permit any person
who  violates  the  within  rules  to park in the  parking  facilities,  and any
violation hereof shall subject the car to removal at the owner's cost. In either
of said  events  the  sticker of any other form of  identification  supplied  by
Landlord shall be returned to Landlord.

          1. Hours for the parking facility shall be 6:00 a.m. to 2:30 a.m.

          2. Cars must be parked  entirely within the stall lines painted on the
             floor or pavement.

          3. All directional signs and arrows must be observed.

          4. The speed limit shall be 5 miles per hour.

          5. Parking is prohibited:  
               (a) in areas not striped for parking
               (b) in aisles
               (c) where "no parking" signs are posted
               (d) on ramps
               (e) in cross hatched areas
               (f) in  such  other  areas  as may be  designated  by  Landlord's
                   parking operator.

     6. Parking stickers or any other device or form of identification  supplied
by Landlord shall remain the property of Landlord.  Such parking  identification
device must be displayed  as  requested  and may not be mutilated in any manner.
The serial number of the parking  identification  device may not be obliterated.
Devices  are  not   transferable  and  any  device  in  the  possession  of  any
unauthorized  holder will be void. There will be a replacement charge payable by
Tenant or person  designated  by Tenant  equal to the amount  posed from time to
time by Landlord for loss of any magnetic parking card or parking sticker.

     7. Parking facilities  managers or attendants are not authorized to make or
allow any exception to these Parking Rules and Regulations.

     8.  Every   parker  is  required  to  park  and  lock  his  own  car.   All
responsibility  for  damage to cars or  persons  is  assumed  by the  parker and
Landlord  and/or its agent  shall have no  liability  whatsoever  in  connection
therewith.

     9. Loss or theft of parking identification devices from automobiles must be
reported to the property manager  immediately,  and a lost or stolen report must
be filed by the customer at that time.

                                       28

               (a) Any parking  identification  device  reported  lost or stolen
               found on any unauthorized car will be confiscated and the illegal
               holder will be subject to prosecution.

               (b)  Lost  or  stolen  devices  found  by the  purchaser  must be
               reported to the office of the  property  manager  immediately  to
               avoid confusion.
                                       64
<PAGE>
     10.  Spaces  rented to persons are for the  express  purpose of parking one
automobile per space. Washing,  waxing,  cleaning or servicing of any vehicle by
the customer and/or his agents is prohibited.

     11. Landlord and the property  management  reserves the right to refuse the
sale of monthly stickers or other parking identification  devices, or use of the
parking facilities, to any tenant or person and/or his agents or representatives
who fail or refuse to comply with the above  Parking Rules and  Regulations  and
with all unposted City, State or Federal legal requirements, ordinances, laws or
agreements.

     12. Tenant shall acquaint all persons to whom Tenant assigns parking spaces
with these Parking Rules and Regulations.


                                       29

                                    EXHIBIT C

                              WORK LETTER AGREEMENT

THIS WORK LETTER AGREEMENT is entered into as of the 7th day of August,  1997 by
and between  Principal  Mutual Life Insurance  Company  ("Landlord") and Avesis,
Inc.,a Delaware corporation ("Tenant").

RECITALS:

A.       Concurrently with the execution of this Work Letter Agreement, Landlord
         and Tenant have entered  into a lease (the  "Lease")  covering  certain
         premises  (the  "Premises")  more  particularly  described in Exhibit A
         attached to the Lease.

B.       In order to  induce  Tenant to enter  into the  Lease  (which is hereby
         incorporated   by   reference   to  the  extent   applicable)   and  in
         consideration of the mutual covenants hereinafter  contained,  Landlord
         and Tenant hereby agree as follows:

1.       Completion  Schedule.  With ten (10) days after the  execution  of the
          Lease  and this Work  Letter  Agreement,  Landlord  shall  deliver  to
          Tenant,  for  Tenant's  review and  approval,  a  schedule  (the "Work
          Schedule")  setting forth a timetable for the planning and  completion
          of  the  installation  of  the  Tenant  Improvements  (as  defined  in
          Paragraph  2  below)  to be  constructed  in  the  Premises,  and  the
          estimated  Commencement  Date  for the  Term of the  Lease.  The  Work
          Schedule  shall set forth each of the various items of work to be done
          by or approval to be given by Landlord and Tenant in  connection  with
          the completion of the Tenant Improvements.  The Work Schedule shall be
          submitted  to Tenant  for its  approval  and,  upon  approval  by both
          Landlord and Tenant, the approved Work Schedule shall become the basis
          for  completing  the  Tenant  Improvements.  If Tenant  shall  fail to
          approve  the Work  Schedule as it may be  modified  after  discussions
          between  Landlord and Tenant,  within five (5) business days after the
          date the Work Schedule is first  received by Tenant,  Landlord may, at
          its option, terminate the lease and all of its obligations thereunder,
          and in  the  event  of  such  a  lease  termination  Tenant  shall  be
          responsible  for all costs  incurred  hereunder  and under the  Lease,
          including  but not limited to the cost of Tenant  Improvements,  lease
          commissions and design fees:

2.       Tenant Improvement Allowance.

         (a)      Reference herein to "Tenant Improvements" shall include any or
                  all of the following work to be done in the Premises  pursuant
                  to the  Tenant  Improvement  Plans  (defined  in  Paragraph  3
                  below):
                                       65
<PAGE>
                  (i)      Installation within the Premises of all partitioning,
                           doors, floor coverings,  ceiling, painting,  millwork
                           and similar items;

                  (ii)     All electrical wiring, lighting fixtures, outlets and
                           switches,  and other  electrical work to be installed
                           within  the  Premises,   and  additional   panels  or
                           transformers to accommodate Tenant's requirements;

                  (iii)    The  furnishing  and  installation  of all duct work,
                           terminal boxes,  diffusers and  accessories  required
                           for the  completion of the heating,  ventilation  and
                           air conditioning systems within the Premises;

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

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

                  (vi)     Testing and inspection costs;

                  (vii)    Contractor's  fees,  including but not limited to any
                           fees based on general conditions; and

                  (viii)   Construction management by Landlord's  representative
                           for  the   supervision  of  the  tenant   improvement
                           installation.

In no event,  however,  shall the Tenant  Improvements  include trade  fixtures,
furniture or equipment of the Tenant.

(b) Landlord hereby grants to Tenant a "Tenant  Improvement  Allowance" of $8.00
per square foot. Landlord's maximum contribution towards the Tenant Improvements
shall be limited to said Tenant  Improvement  allowance.  The Tenant Improvement
Allowance shall only be used for:  Improvements that are mutually  acceptable to
both parties.

         (i)      Payment of the cost of preparing the space plan and the Tenant
                  Improvement Plans, including mechanical,  electrical, plumbing
                  and structural  drawings and of all other aspects necessary to
                  complete the Tenant  Improvement Plans. The Tenant Improvement
                  Allowance  will not be used for the  payment of  extraordinary
                  design work or extraordinary or overstandard  improvements not
                  included within the scope of Landlord's  Building Standards or
                  for payments to any other consultants, designers or architects
                  other than Landlord's architect and/or space planner.

         (ii)     The payment of plan check, permit and license fees relating to
                  construction of the Tenant Improvements.

         (iii)    Construction of the Tenant  Improvements;  provided,  however,
                  that   the   Tenant   Improvement   Allowance   will  be  used
                  Non-Standard  Improvements,  if any, unless  Landlord,  in its
                  sole  discretion,  agrees in writing to payment of some or all
                  of the Non-Standard Improvements out of the Tenant Improvement
                  Allowance.

         (iv)     All other costs  expended by Landlord in the  construction  of
                  the Tenant  Improvements,  including  those costs  incurred by
                  Landlord   for   construction   of   elements  of  the  Tenant
                  Improvements in the Premises, which construction was performed
                  by Landlord  prior to  execution of this Lease by Landlord and
                  Tenant,  which  construction is for the benefit of tenants and
                  is  customarily  performed  by Landlord  prior to execution of
                  leases  for space in the  Project  for  reasons  of  economics
                  (examples  of  such  construction  would  include,  
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                  but not be linked to, the extension of  mechanical  [including
                  heating, ventilating and air condition systems] and electrical
                  distribution systems outside of the core of the Building, wall
                  construction,  column  enclosures and painting  outside of the
                  core  of  the  Building,   ceiling  hanger  wires  and  window
                  treatment).

     (c)  The costs of each item  referenced  in  Paragraph  2(b) above shall be
          charged against the Tenant  Improvement  Allowance.  In the event that
          the cost of installing  the Tenant  Improvements,  as  established  by
          Landlord's final pricing schedule, shall exceed the Tenant Improvement
          Allowance, or if any of the Tenant Improvements are not to be paid out
          of the Tenant  Allowance  as provided  in  Paragraph  2(b) above,  the
          excess shall be paid by Tenant to Landlord  prior to the  commencement
          of construction of the Tenant Improvements.

     (d)  In the  event  that,  after the  Tenant  Improvement  Plans  have been
          prepared and a price therefore  established by Landlord,  Tenant shall
          require any changes or substitutions to the Tenant  Improvement Plans,
          any  additional  costs  related  hereto  shall  be paid by  Tenant  to
          Landlord  prior to the  commencement  of  construction  of the  Tenant
          Improvements. Landlord shall have the right to decline Tenant's

          request for a change to the Tenant  Improvement  Plans if such changes
          are inconsistent with the provisions of Paragraph 3 and 4 below, or if
          the  change  would,   in  Landlord's   opinion,   unreasonably   delay
          construction of the Tenant Improvements.

     (e)  Any unused portion of the Tenant Improvement Allowance upon completion
          of the  Tenant  Improvements  shall  not be  refunded  to Tenant or be
          available  to Tenant as a credit  against  any  obligations  of Tenant
          under the Lease.

3.   Tenant Improvement Plans.  Immediately after the execution of the Lease and
     this Work Letter  Agreement and subject to the time frames  required by the
     Work Schedule, Tenant agrees to meet with Landlord's architect and/or space
     planner for the purpose of promptly  finalizing a space plan for the layout
     of the Premises.  Based upon such space plan,  Landlord's  architect  shall
     prepare  final  working   drawings  and   specifications   for  the  Tenant
     Improvements.  Such final working drawings and  specifications are referred
     to herein as the "Tenant  Improvement  Plans." The Tenant Improvement Plans
     must be  consistent  with  Landlord's  standard  specifications  for tenant
     improvements for the project (the "Building Standard"),  as the same may be
     changed from time to time by Landlord.

4.   Non-Standard Tenant  Improvements.  Landlord shall permit Tenant to deviate
     from the Building Standards for the Tenant  Improvements (the "Non Standard
     Improvements"),  provided that (a) the deviations  shall not be of a lesser
     quality  than  the  Building  Standards;  (b) the  total  lighting  for the
     Premises  shall not  exceed  1.65  watts per  Rentable  Square  Foot of the
     Premises; (c) the deviations conform to applicable governmental regulations
     and necessary governmental permits and approvals have been secured; (d) the
     deviations  do not  require  building  service  beyond the levels  normally
     provided to other tenants in the Project;  and (e) Landlord has  determined
     in its sole discretion that the deviations are of a nature and quality that
     are consistent with the overall objectives of Landlord for the Project.

     Any Non-Standard  improvements made shall remain on and be surrendered with
     the Premises upon expiration of the Term,  except that Landlord may, within
     30 days before or 30 days after  expiration  of the Term,  elect to require
     Tenant to remove any NonStandard  Improvements  which may have been made to
     the Premises.  If Landlord so elects,  at its own cost Tenant shall restore
     the  Premises to the  condition  designated  by  Landlord in its  election,
     before  the last day of the term or  within  30 days  after  notice  of its
     election is given, whichever is later.

5.   Final Pricing and Drawing Schedule. After the preparation of the space plan
     (attached as Exhibit X) and after Tenant's  written  approval  thereof,  in
     accordance  with the Work  Schedule,  Landlord shall cause its architect to
     prepare  and  submit to Tenant  the Tenant  Improvement  Plans.  The 
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<PAGE>
     Tenant  Improvement  Plans  shall be  approved  by  Landlord  and Tenant in
     accordance with the Work Schedule and shall  thereafter be submitted to the
     appropriate governmental body by Landlord's architect for plan checking and
     the issuance of a building  permit.  Landlord,  with Tenant's  cooperation,
     shall  cause  to be  made  to the  Tenant  Improvement  Plans  any  changes
     necessary to obtain the building permit. Concurrent with the plan checking,
     Landlord  shall have  prepared a final  pricing for Tenant's  approval,  in
     accordance  with the Work Schedule,  taking into account any  modifications
     which may be required to reflect  changes in the Tenant  Improvement  Plans
     required by the City or County in which the  Premises  are  located.  After
     final approval of the Tenant  Improvement  Plans, no further changes may be
     made thereto  without the prior  written  approval  from both  Landlord and
     Tenant,  and then only after  agreement  by Tenant to pay any excess  costs
     resulting from the deign and/or construction of such changes. Tenant hereby
     acknowledges  that  any  such  changes  shall be  subject  to the  terms of
     Paragraph 7 below.

6.   Construction of Tenant  Improvements.  After the Tenant  Improvement  Plans
     have been prepared and approved,  the final pricing has been approved and a
     building permit for the Tenant Improvements has been issued, Landlord shall
     cause its contractor to begin  installation  of the Tenant  Improvements in
     accordance with the Tenant Improvement Plans.

     Landlord  shall  supervise  the  completion  of such  work  and  shall  use
     reasonable commercial efforts to secure substantial  completion of the work
     in accordance  with the Work Schedule.  The cost of such work shall be paid
     as provided  in  Paragraph  2 above.  Landlord  shall not be liable for any
     damages,  whether  direct  or  consequential,  as a  result  of  delays  in
     construction  beyond  Landlord's  reasonable  control,  including,  but not
     limited to, war, civil unrest, strike, labor troubles,  unusually inclement
     weather, governmental delays, inability to secure governmental approvals or
     permits,  governmental  restrictions,  availability  of materials or labor,
     acts of God,  or delays by Tenant (or its  architect  or anyone  performing
     services on behalf of Tenant).

7.   Completion and Rental  Commencement  Date. The  commencement of the Term of
     the Lease and Tenant's  obligation  for the payment of rent under the Lease
     shall  commence  as of the date  referred  to in  Section  7* of the  Lease
     provided, however, that if there shall be a delay in substantial completion
     of the Tenant Improvements as a result of:

     (a)  Tenant's  failure to approve any items or perform any other obligation
          in accordance with and by the date specified in the Work Schedule;

     (b)  Tenant's request for materials,  finishes or installations  other than
          those readily available;

     (c)  Tenant's  changes in the Tenant  Improvement  Plans after the previous
          approval of the Tenant Improvement Plans by Tenant. or

     (d)  Tenant's request to deviate from the Building Standards for the Tenant
          Improvements;

     then the  commencement  of the Term of the Lease and the rent  commencement
     date shall be accelerated  by the number of days of such delay.  The Tenant
     Improvements shall be deemed  substantially  complete  notwithstanding  the
     fact  that  minor  details  of  construction,   mechanical  adjustments  or
     decorations  which  do not  materially  interfere  with  Tenant's  use  and
     enjoyment of the Premises remain to be performed  (items normally  referred
     to as "Punch List" items).

8.   Certificate of Occupancy.  Upon completion of the Tenant  Improvements  and
     the  issuances  by the  City  or  other  relevant  government  agency  of a
     Certificate  of  Occupancy  or  other  comparable  certificate  authorizing
     occupancy of the  Premises,  Tenant will promptly  provide  Landlord with a
     copy of the Certificate of Occupancy or other such certificate.

                    Section 7. of the Basic Lease Provisions

9.   Force  Majeure.  Landlord  shall have no liability  whatsoever to Tenant on
     account  of the  inability  or  delay  of  Landlord  in  fulfilling  any of
     Landlord's  obligations  under this Work Letter by reason of 
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<PAGE>
     strike,  other labor trouble,  governmental  controls in connection  with a
     national or other public emergency, or shortages of fuel, supplies or labor
     resulting  therefrom or any other cause,  whether  similar or dissimilar to
     the  above,  beyond  Landlord's  reasonable  control.  If this Work  Letter
     specifies a time period for performance of an obligation of Landlord,  that
     time  period  shall be  extended  by the period of any delay in  Landlord's
     performance caused by any of the events of force majeure described above.

IN WITNESS  WHEREOF,  this Work Letter  Agreement is entered into as of the date
first written above.

LANDLORD:
        Principal Mutual Life Insurance Company
        ---------------------------------------
By:        _____________________________

Print Name:_____________________________



TENANT:
        Avesis, Inc.                ,a
        ------------------------------
        Delaware Corporation
        --------------------
By:        _____________________________

Print Name:_____________________________

Its:       _____________________________

By:        _____________________________

Print Name:_____________________________

Its:       _____________________________

                                   EXHIBIT "D"
                              ESTOPPEL CERTIFICATE

The undersigned _________________, does hereby make the following statements:

I    They are the Tenant under a certain Lease dated _____________________ with
     _______________________ and ____________________________ as
     Landlord, leasing the Property commonly known as _________________________.

2.   The lease dated  _____________________  is in full force and effect and the
     undersigned  is aware of no 
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<PAGE>
     defaults  under the terms and  conditions  of the Lease and has no  offsets
     against rentals due the Landlord or to become due the Landlord.

3.   The undersigned  accepted possession of the Property on  __________________
     the   Lease   Term   began   on   ________________________,and    ends   on
     __________________   and  the   obligation  to  pay  Base  Rent  begins  on
     ____________________, pursuant to the terms and conditions of the Lease.

4.   The total Base Rent to be paid  pursuant  to the terms of said Lease is not
     less than $ and no Base Rent has been paid more than one month in advance.

     By   ____________________________
     Title____________________________
     Date ____________________________
                                       30

                                   EXHIBIT "E"

The addendum is attached to and made a part of that certain  Lease (the "Lease")
of even date herewith between  PRINCIPAL MUTUAL LIFE INSURANCE as Landlord,  and
AVESIS, INC. as Tenant, relating to premises located at 3724 North Third Street,
Phoenix,  Arizona 85012. This Addendum shall supplement and amend the Lease, and
the provisions set forth below shall supersede any  inconsistent  provisions set
forth in the Lease. To the extent possible,  the provisions set forth below have
been numbered to coincide  with the numbered  articles and sections of the Lease
to which they relate.  Except as may otherwise be  specifically  provided below,
any terms used below which are defined in the Lease shall have their  respective
meanings set forth in the Lease.

Section 54: HAZARDOUS MATERIALS.

(a)  Definition.  As used in this Lease, the term "Hazardous Material" means any
     flammable  items,  explosives,  radioactive  materials,  hazardous or toxic
     substances,   material  or  waste  or  related  materials,   including  any
     substances   defined  as  or  included  in  the  definition  of  "hazardous
     substances", "hazardous wastes", 'infectious wastes", "hazardous materials"
     or "toxic  substances" now or  subsequently  regulated under any applicable
     federal, state or local laws or regulations including,  without limitation,
     oil,  petroleum-based  products,  paints,  solvents,  lead,  cyanide,  DDT,
     printing  inks,  acids,  pesticides,  ammonia  compounds and other chemical
     produce,  asbestos, PCBs and similar compounds, and including any different
     products and materials which are subsequently found to have adverse effects
     on the environment or the health and safety of persons.

(b)  General  Prohibition.  Tenant  shall  not  cause or  permit  any  Hazardous
     Material to be generated,  produced, brought upon, used, stored, treated or
     disposed of in or about the Premises or the Property by Tenant, its agents,
     employees,  contractors,  sublessee or invitees  without the prior  written
     consent of Landlord.  Landlord  shall be entitled to take into account such
     factors  or facts as  Landlord  may in its good  faith  business  judgement
     determine  to be relevant in  determining  whether to grant,  condition  or
     withhold  consent to Tenant's  proposed  activity with respect to Hazardous
     Material and Tenant shall indemnify, defend and hold Landlord harmless 
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     from  any and all  actions  (including,  without  limitation.  remedial  or
     enforcement actions of any kind, administrative or judicial proceedings and
     orders  or  judgements,  arising  out of or  resulting  therefrom),  costs,
     claims,  damages,  (including,   without  limitation,   punitive  damages),
     expenses  (including,  without  limitation  attorneys',   consultants'  and
     experts' fees,  court costs and amounts paid in settlement or any claims or
     actions),  fines  forfeitures  or other civil,  administrative  or criminal
     penalties,  injunctive or other relief  (whether or not based upon personal
     injury,  property  damage,  contamination  of, or adverse effects upon, the
     environment, water tables or natural resources), liabilities or liabilities
     or losses  (economic or other) arising from a breach of this prohibition by
     Tenant, its agents,  employees,  contractors,  sublessee or invites,  In no
     event,  however,  shall Landlord be required to consent to the installation
     or use of any storage  tanks in, on or under the Premises or the  Property.
     If  Landlord  consents  to  the  generation,  production,  use  ,  storage,
     treatment  or disposal of  Hazardous  Materials in or about the Premises by
     Tenant, its agents, employees, contractors, sublessee or invitees, then, in
     addition to any other  requirements  or conditions that Landlord may impose
     in  connection  with such  consent,  (1) Tenant  promptly  shall deliver to
     Landlord copies of all permits, approvals,  filings, and reports reflecting
     the legal and proper  generation,  production,  use, storage,  treatment or
     disposal of all Hazardous materials,  generated,  used, stored,  treated or
     removed from the Premises and the Property  and, upon  Landlord's  request,
     copies of all hazardous  waste  manifests  relating  thereto,  and (2) upon
     expiration  or earlier  termination  of this Lease,  Tenant shall cause all
     Hazardous  Materials  arising out of or related to the use or  occupancy of
     the  Premises by Tenant or its agents,  affiliates,  customers,  employees,
     business  associates  or assigns to be removed  from the  Premises  and the
     Property and  transported  for use,  storage or disposal in accordance with
     all applicable  laws,  regulations  and ordinances and Tenant shall provide
     Landlord with evidence reasonable satisfactory to Landlord of the same.

(c)  In the event that Hazardous Materials are discovered upon, in, or under the
     Premises,   and  the  applicable   governmental  agency  or  entity  having
     jurisdiction  over the  Premises  requires  the  removal of such  Hazardous
     Materials  arising to of or related to the use or occupancy of the premises
     by  Tenant  or  its  agents,  affiliates,  customers,  employees,  business
     associates  or assigns but not those of its  predecessors,  tenant shall at
     its sole cost and expense remove such Hazardous Materials,  and perform any
     remediation  required by the applicable  governmental  agency or reasonable
     necessary to make full economic use of the Property in a manner  consistent
     with its current use. Notwithstanding the foregoing,  Tenant shall not take
     any  remedial  action in or about the Premises or the  Property,  nor enter
     into any  settlement  agreement,  consent decree or other  compromise  with
     respect  to any  claims  relating  to any  Hazardous  Material  in any  way
     connected  with  the  Premises  or the  Property  without  first  notifying
     Landlord  of  Tenant's  intention  to  do so  and  affording  Landlord  the
     opportunity  to appear,  intervene  or otherwise  appropriately  assert and
     protect Landlord's interest with respect thereto.  Tenant immediately shall
     notify  Landlord  in  writing  of:  (i) any spill,  release,  discharge  or
     disposal  of any  Hazardous  Material  in,  on or under  the  Premise,  the
     Property or any portion thereof, (ii) any enforcement,  cleanup, removal or
     other  governmental  or  regulatory  action  instituted,  contemplated,  or
     threatened  pursuant to any Hazardous  Materials Laws; (iii) any claim made
     or threatened by any person against Tenant,  the Premises,  or the Property
     relating to damage,  contribution,  cost  recovery,  compensation,  loss or
     injury  resulting  from or claimed to result from any Hazardous  Materials;
     and (iv) any reports made to any environmental  agency arising out of or in
     connection with any Hazardous materials in, on or removed from the Premises
     or the Property,  including any complaints,  notices,  warnings, reports or
     asserted violations in connection  therewith.  Tenant also shall -supply to
     Landlord as promptly as possible, and in any event within five (5) business
     days after Tenant first  receives or sends the same,  copies of all claims,
     reports,  complaints,  notices, warnings or asserted violations relating in
     any way to the Premises, the Property or Tenant's use thereof.
                                       71