<PAGE>   1
                                                                   Exhibit 10.29









                                      LEASE


                             Dated December 16, 1996
                                  -------------------
                                     between

                                 AMBERJACK, LTD.
                      -----------------------------------
                                   "LANDLORD"


                           and BUSINESS RESOURCE GROUP
                              -------------------------
                                    "TENANT"


<PAGE>   2
         THIS LEASE made this    16th day of December    1996    ,    between 
Amberjack, Ltd, (hereinafter called "Landlord"), and Business Resource Group, a
California Corporation, (hereinafter called "Tenant").

         For and in consideration of the rents, covenants and agreements
hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby agrees
to lease from Landlord those certain premises (the "Leased Premises"), commonly
described as and more particularly shown on Exhibit "A" to this Lease, in that
certain building known as 1515 E. Missouri, Phoenix, AZ 85014 (the "Building") .
Said leasing is upon and subject to the terms, covenants and conditions set
forth in this Lease and Tenant covenants, as a material part of the
consideration for this Lease, to keep and perform each and all of said terms,
covenants and conditions by it to be kept and performed and Tenant further
agrees that this Lease is made upon the condition of such performance.

      1.  TERM

      (a) The term of this Lease shall be 60 months (unless sooner terminated as
herein provided), which is estimated by Landlord to commence on the 1st day of
February, 1997 (the "Commencement Date").

      2.  RENT

      Tenant agrees to pay as base rental the sum of seven thousand six hundred
fifty-eight & 67/100 ($7,658.67 ) per month for each and every month of this
Lease (the "Base Monthly Rent"), subject to adjustment, as provided in
paragraphs 3 and 4, hereof, payable in advance on the first day of each month
without offset commencing with the Commencement Date of this Lease. The Base
Monthly Rent has been calculated on the basis of 5,744 square feet of rentable
area of the Leased Premises, determined in accordance with "American National
Standard ANSI Z65.1-1980: Standard Method for Measuring Floor Area in Office
Buildings" published by Building Owners and Managers Association International
(the "Standard") and leased at the annual rate of sixteen and 00/100 Dollars
($16.00 ) per square foot of such rentable area. Should the Standard be revised,
Landlord has the option of recomputing the rentable area based upon the revised
Standard.

      3.  CONSUMER PRICE INDEX ESCALATION - deleted

      4.  OPERATING EXPENSES

      (a) If the annual Operating Expenses of the Building exceed the Base
Operating Expenses, Tenant shall pay, in addition to the Base Monthly Rent,
Tenant's proportionate share of the Operating Expenses of the Building in excess
of the Base Operating Expenses based on Tenant's Percentage.

      (b) As used in this Section, the following defined terms shall have the
following meanings unless the context otherwise requires:


2
<PAGE>   3
         (i)  "Base Operating Expenses" shall mean "operating expenses" for
calendar year 1997 .

         (ii) "Operating Expenses" means, in one calendar year, all costs and
expenses incurred by or on behalf of the Landlord for the complete operation,
management, protection, security, cleaning, repair and maintenance of the
Building and the parking lot structure serving the Building and the Land, and
which shall include without limitation, the following:

                  (A) the salary and wages (including cost of uniforms and
         worker's compensation and unemployment insurance, vacation pay, pension
         and retirement benefits, health care, and other fringe benefits,
         whether statutory or otherwise) of all employees of the Landlord
         directly employed in the operation, maintenance, repair and
         administration of the Building, the Parking Lot, and the Land,
         including the security and reception employees and other
         non-administrative personnel;

                  (B) the cost of goods, services, equipment and supplies used
         or incurred directly or indirectly in the operation, maintenance,
         replacement, repair and administration of the Building and/or the
         Parking Lot, including the heating, ventilating and air conditioning
         costs, the depreciation cost of all mechanical and electrical systems,
         costs of providing hot and cold water, electrical or any other energy
         supplies to the Building and/or the Parking Lot, elevator and escalator
         maintenance and operation, and service contracts;

                  (C) all taxes, duties, and general or special assessments that
         may be levied, charged, or assessed against the Building, the Parking
         Lot or the Land and all property owner's association dues, fees,
         assessments or other charges;

                  (D) all charges for public services and utilities, including
         water, natural gas, sewer, electrical power, steam, hot water, or any
         energy supplied or used in the Building, the Parking Lot, or on the
         Land and for all work or services performed by any utility company or
         commission in connection with such utilities;

                  (E) the expense for gardening, landscaping, repainting, rental
         of signs and equipment, lighting, sanitary control and garbage removal,
         curbing and fencing maintenance, and glass maintenance and window
         cleaning;

                  (F) the cost of the Landlord's insurance in types and amounts
         as may reasonably be carried by a prudent owner, or as required by any
         lender of Landlord, and the cost of any deductible amount paid by 


3
<PAGE>   4
         the Landlord in connection with a claim made by the Landlord under such
         insurance;

                  (G) cost of each "Major Expenditure" (as hereinafter defined)
         as amortized over the period of the Landlord's reasonable estimate of
         the economic life of the Major Expenditure, but not to exceed fifteen
         (15) years, using equal monthly installments of principal and interest
         at the rate announced by First Interstate Bank as its prime rate at the
         time of expenditure, plus one-half percent (1/2%), where "Major
         Expenditure" shall mean any single expenditure incurred during or
         subsequent to the fiscal period in which the Lease commences for
         modifications or additions to the Building and/or the Parking Garage if
         one of the principal purposes of such modification or addition was to
         reduce energy consumption or operating expenses, or was required by
         governmental law or regulations; and

                  (H) an administrative or property management fee for the
         property management services desired from the Building. The property
         management fee shall not exceed three percent (3%) of the gross
         collected rents. The salaries and wages of those persons referred to in
         subparagraph 4 (b)(ii)(A) are not deemed to be part of the property
         management services for purposes of the limitation contained in this
         subparagraph .

                  PROVIDED, HOWEVER, that if, in any such calendar year the
Building is less that ninety percent (90%) occupied during the whole of the
fiscal period, "Operating Expenses" shall mean the amount obtained by adjusting
the actual Operating Expenses for such fiscal period as if the Building had been
ninety percent (90%) occupied during the whole of such fiscal period, such
adjustment to be made by the Landlord in good faith by adding to the actual
Operating Expenses during such fiscal period such additional costs as would have
been incurred if the Building had been ninety percent (90%) occupied.

                  (iii) "Tenant's Percentage" means the percentage determined by
converting a fraction, the numerator of which is the rentable area of the Leased
Premises as finally determined by the Architect pursuant to Section 2 and the
denominator of which is the aggregate of the rentable area, determined in
accordance with the Standard, of all leased premises from time to time existing
in the Building, whether actually rented or not, inclusive of the Leased
Premises. For purposes of this Lease, the percentage is agreed to be twenty-five
point zero percent (25.0 %).

                  (c) Landlord shall by each December 15 during the term of this
Lease deliver to Tenant a statement of the estimated Operating Expenses for the
calendar year immediately following the date of such statement. Landlord's
failure to deliver to Tenant such statement by such date, however, shall not
preclude Landlord's recovery of Operating Expenses. On the later of the
execution of this Lease or thirty (30) days prior to the Commencement Date,
Landlord shall also give Tenant an estimate of the annual Operating Expenses
from the Commencement Date through December 31 of the calendar year in which the
term of this Lease is estimated to commence. If the estimated Operating 


4

<PAGE>   5
Expenses are projected to exceed the Base Operating Expenses, Tenant shall pay
to Landlord with each payment of the Base Monthly Rent, as additional rent
hereunder, and amount equal to one-twelfth (1/12) of the product of the
estimated Operating Expenses for such calendar year (less the Base Operating
Expenses) multiplied by Tenant's Percentage.

                  (d) Landlord shall by April 30 of each year during the term of
this Lease deliver to Tenant a statement of the actual Operating Expenses for
the preceding calendar year, but Landlord's failure to deliver such statement by
such date shall not preclude Landlord's recovery of Operating Expenses. If the
actual Operating Expenses for such calendar year shall exceed the Base Operating
Expenses for such calendar year, Tenant shall, within thirty (30) days following
the delivery of such statement, pay to Landlord an amount equal to the product
of the actual Operating Expenses (less the Base Operating Expenses) multiplied
by Tenant's Percentage; provided, however, payments by Tenant, if any, of
estimated Operating Expenses pursuant to this Section 4 shall be credited
against the amount due. The actual Operating Expenses shall be prorated, if
applicable, in the case of the first and last years of the term of the Lease. If
the actual Operating Expenses for such calendar year are greater than the Base
Operating Expenses but are less than the estimated Operating Expenses for such
calendar year collected by Landlord pursuant to this Section 4, then Tenant
shall receive a credit against future monthly payments of estimated Operating
Expenses payable by Tenant in an amount equal to the product of the excess of
estimated Operating Expenses over actual Operating Expenses multiplied by
Tenant's Percentage.

                  (e) Notwithstanding anything to the contrary contained herein,
the amount of rent payable under this Lease shall never be less than the Base
Monthly Rent.

      5.    PARKING

            (a) Tenant shall at all times during the term of this Lease, have
available in the parking garage up to 13 covered reserved spaces and 6 uncovered
unreserved spaces. The parking rental for the covered reserved spaces shall be
no charge ($0.00 ) per month, per space. Landlord will provide reasonable means
of identifying and controlling vehicles authorized to be parked in the reserved
and unreserved areas of the Parking Garage. Landlord may make, modify and
enforce rules and regulations.

      6.    SECURITY DEPOSIT

            Tenant has paid Landlord at the execution hereof, the sum of seven
thousand six hundred fifty-eight & 67/100 ($ 7,658.67 ) as security for the full
and faithful performance and observance by Tenant of all the covenants and
conditions on Tenant's part to be performed and observed in this Lease as well
as in all extensions and renewals hereof. Such deposit shall be returned to
Tenant at the termination of this Lease if Tenant has discharged its obligations
to Landlord in full. Landlord shall not be required to keep this security
deposit separate from its general funds and Tenant shall not be entitled to
interest thereon. In the event of any default by Tenant, Landlord may apply or
retain all or any part of such security deposit to cure any default or to
reimburse Landlord for any sum Landlord may spend by reason of default. In the
event of such a default the 


5
<PAGE>   6
Landlord's election to utilize all or any part of said security deposit, Tenant
shall, upon written notice from Landlord, forthwith deposit with Landlord such
sum as is necessary to replenish said security deposit to the amount specified
above.

         7.       REPAIRS

                  (a) Landlord shall maintain in good condition the structural
parts of the Building, including the foundations, bearing and exterior walls,
sub-flooring and roof, and exterior doors, windows, corridors, and other common
areas and shall use reasonable efforts to keep all Building equipment such as
elevators, plumbing, heating, air conditioning and similar equipment in good
condition and repair.

                  (b) By taking possession of the Leased Premises, Tenant
accepts the Leased Premises as being in the condition in which Landlord is
obligated to deliver them, and as being in good and sanitary order, condition
and repair. Tenant agrees that it will (i) make all repairs to the Leased
Premises not required to be made by the Landlord, (ii) pay for any repairs to
the Leased Premises or the Building containing the Leased Premises made
necessary by any negligence or carelessness of Tenant or its employees or
persons permitted in the Building by Tenant, and (iii) maintain the Leased
Premises in a safe, clean, neat and sanitary condition.

         8.       IMPROVEMENTS AND ALTERATIONS

                  (a) Landlord shall have the right at any time to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other common areas of the Building,
and to change the name, number or designation by which The Building is commonly
known.

                  (b) The Tenant shall not make any alterations, improvements or
additions to the Premises without the Landlord's advance written consent in each
and every instance. In the event Tenant desires to make any alterations,
improvements or additions, Tenant shall first submit to Landlord plans and
specifications therefor. Landlord shall have the option of either hiring a
contractor to perform the work or approving in advance the contractor Tenant
proposes to hire. If Landlord elects to hire the contractor, Landlord shall: (i)
obtain a bid from a contractor selected by Landlord to perform the work
specified in the plans and specifications; (ii) present the contractor's bid or
contract price to Tenant for Tenant's approval, which is deemed accepted if not
rejected in writing within seven (7) days; and (iii) require Tenant to supply a
deposit covering all or part of the contractor's bid or contract price. If
Landlord elects to approve the contractor selected by Tenant, Tenant shall: (i)
obtain the contractor's written agreement to not deviate from the plans and
specifications without Landlord's written consent; and (ii) obtain mechanics
lien waivers from the contractor and all subcontractors and material men in
advance of any work being performed or materials supplied. All alterations,
improvements or additions shall become Landlord's property and shall remain upon
the premises at the termination of this Lease without compensation to Tenant;
provided, however, that Tenant shall, upon demand by Landlord, at Tenant's sole
cost and expense, forthwith remove any alterations, additions or improvements
made by Tenant, designated by 


6
<PAGE>   7
Landlord to be removed, and repair and restore the Lease Premises to its
original condition, reasonable wear and tear excepted.

         9.       LIENS

                  Tenant shall keep the Leased Premises free from any liens
arising out of any work performed, materials furnished, or obligations incurred
by Tenant. In the event that Tenant shall not, within ten (10) days following
the imposition of any such lien, cause the same to be released of record by
payment or posting of a proper bond, Landlord shall have, in addition to all
other remedies provided herein and by law, the right to cause the same to be
released by such means as it shall deem proper, including payment of the claim
giving rise to such lien. All such sums paid by Landlord and all expenses
incurred by it in connection therewith including without limitation costs of
suit and attorney's fees shall be considered additional rent and shall be
payable by Tenant on demand with interest at the rate of eighteen percent (18%)
per annum.

         10.      USE OF PREMISES

                  The Leased Premises are to be used for the sole purpose of
business office of Business Resource Group. Tenant agrees that it will use the
Leased Premises in such manner as not to injure, annoy, interfere with or
infringe on the rights of other tenants in the Building or use or allow the
premises to be used for any improper, immoral or unlawful purpose. Tenant agrees
to comply with all applicable laws, ordinances and regulations now or hereafter
in force in connection with its use of the Leased Premises. Tenant shall not
commit nor suffer the commission of any waste, overload any floor beneath the
Leased Premises beyond the load limit established by Landlord, or knowingly
permit any explosives to enter the Building. Tenant shall not do or permit
anything to be done on or about the Leased Premises or bring or keep anything
therein which will in any way increase the fire insurance premium or other
insurance premium upon The Building.

      11.       LANDLORD SERVICES

                  Landlord agrees to furnish to the Leased Premises during
ordinary business hours or generally recognized business days (as determined by
Landlord), and subject to the rules and regulations of the standards for
Utilities and Services attached hereto as Exhibit "C" and by this reference made
a part hereof, water, electricity, heating, and air conditioning suitable for
the intended use and occupation of the Leased Premises, janitorial service, and
elevator service. Tenant agrees to abide by all regulations and requirements
that Landlord may prescribe for the proper functioning and protection of the
heating ventilating, and air conditioning system. Landlord shall have no
liability, and tenant shall not be entitled to any abatement or reduction of
rental, by reason of Landlord's failure to furnish any services when such
failure is caused by accident, breakage, repairs, strikes, lockouts, labor
disturbances or labor disputes, or by any other cause, similar or dissimilar
beyond the reasonable control of Landlord.


7


<PAGE>   8
         12.      RULES AND REGULATIONS

                  Tenant agrees to abide by all rules and regulations of this
Building imposed by Landlord, a copy of which are attached hereto as Exhibit "D"
and by this reference made a part hereof. These regulations are imposed for the
cleanliness, good appearance, proper maintenance, good order and reasonable use
of the Leased Premises and the Building, and as may be necessary for the proper
enjoyment of the Building by all tenants and their clients, customers and
employees. The rules and regulations may be changed by the Landlord from time to
time, and shall become effective after reasonable notice to Tenant. Failure of
Tenant to comply with the Building Rules and Regulations shall constitute a
default under this Lease.

         13.      TAXES

                  Tenant shall, in addition to and at the same time as the
payment of the Base Monthly Rent under this Lease, pay to Landlord the amount of
any rental, excise, sales, or transaction privilege tax (but exception
Landlord's income tax) now or hereafter imposed by any taxing authority upon
Landlord or upon Landlord's receipt of the Base Monthly Rent and any other
amounts payable by Tenant pursuant to the terms of this Lease.

         14.      SUBSTITUTED PREMISES - deleted

         15.      UNTENANTABILITY

                  If the Premises are made untenantable in whole or in part by
fire or other casualty, the Rent, until repairs shall be made or the Lease
terminated as hereinafter provided, shall be apportioned on a per diem basis
according to the part of the Premises which is usable by the Tenant, if, but
only if, such fire or other casualty was not caused by the fault or negligence
of the Tenant, its contractors, agents, or employees. If such damage shall be so
extensive that the Premises cannot be restored to tenantability by the Landlord
within a period of one hundred eighty (180) days, either party shall have the
right to cancel this Lease by notice to the other given at any time within sixty
(60) days after the date of such damage; except that if such fire or casualty
resulted from the Tenants fault or negligence, the Tenant shall have no right to
cancel. If a portion of the Building other than the Premises shall be so damaged
that in the opinion of the Landlord the Building should be restored in such a
way as to alter the Premises materially, the Landlord may cancel this Lease by
notice to the Tenant given at any time within sixty (60) days after the date of
such damage. If more than twenty-five percent (25%) of the Building is made
untenantable by fire or other casualty (regardless of whether the Premises are
untenantable), Landlord may terminate this Lease by written notice to Tenant
within one hundred twenty (120) days after the date of such casualty. In the
event of giving effective notice pursuant to this Section, this Lease and the
term and the estate hereby granted shall expire on the date fifteen (15) days
after the giving of such notice as fully and completely as if such date were the
date hereinafter set for the expiration of the term of this Lease. In the even
neither Landlord not Tenant cancels the Lease, or if in the Landlord's opinion
the Premises can be restored to tenantability within one hundred eighty (180)
days and Landlord wishes to effect such restoration, the Landlord shall,


8
<PAGE>   9
promptly after adjustment of any relevant insurance claims, commence such
restoration at Landlord's expense.

         16.      EMINENT DOMAIN

                  In the event the Building, the Land on which it is located, or
any Portion of the Leased Premises is taken under eminent domain proceeding,
Tenant shall have no right, title or interest to any award for such taking,
except for fixtures and improvements installed by Tenant, if any.

         17.      ASSIGNMENT AND SUBLEASE

                  Tenant shall not, either voluntarily or by operation of law,
sell, assign, hypothecate or transfer this Lease, or sublet the premises or any
part thereof, or permit the premises or any part thereof to be occupied by
anyone other than Tenant or Tenant's employees, without the prior written
consent of Landlord in each instance. Landlord's consent shall not be
unreasonably withheld, provided the proposed assignee or sublessee is reasonably
satisfactory to Landlord as to credit and character and will occupy the premises
for office purposes consistent with Article 10 of this Lease and Landlord's
commitments to other tenants. Any sale, assignment, mortgage, transfer or
subletting of this Lease which is not in compliance with the provisions of this
Article 17 shall be voidable and shall, at the option of Landlord, terminate
this Lease. The consent by Landlord to any assignment or subletting shall not be
construed as relieving Tenant from obtaining the express written consent of
Landlord to any further assignment or subletting or as releasing Tenant from any
liability or obligation hereunder, whether or not then accrued. The Landlord
reserves the right, should the Tenant request such assignment or subletting, to
release the Tenant from the terms and provisions of this Lease and the Landlord
shall have thirty (30) days to make such determination. Should the Landlord
exercise this right, then the Lease shall terminate as of the date notice is
given to Tenant.

                  Requests for sublease or assignment shall be accompanied by a
minimum service fee of $150 and Tenant agrees to reimburse Landlord for all
legal fees and other expenses incurred by Landlord in connection with the
request. Tenant shall make no profit on a sublease or assignment of this Lease
and any increase in rent, bonus or other fee charged or received, which is
higher than, or in addition to, the rent, and fees due under this Lease shall be
paid to Landlord.

         18.      ACCESS

                  Landlord and its agents shall have the right to enter the
premises at all reasonable times for the purpose of examining or inspecting the
same, showing the same to prospective purchasers or tenants of the Building, and
as necessary to perform their obligations under this Lease. Landlord may erect,
use, and maintain scaffolding, pipes, conduits, and other necessary structures
in and through the Leased Premises where reasonably required by the character of
the work performed, provided that the business of Tenant shall not be
unreasonably interfered with. If Tenant shall not personally be present to open
and permit an entry into the Leased Premises at any time when such entry by


9
<PAGE>   10
Landlord is necessary or permitted hereunder, Landlord may enter by means of a
master key or, in emergencies, may enter forcibly, without liability to Tenant.

         19.      SUBORDINATION AND ATTORNMENT

                  (a) This Lease is junior, subject and subordinate to all
ground leases, mortgages, deeds of trust and other security instruments of any
kind now covering the Land, the Building, the Parking Garage and/or the Leased
Premises or any portion thereof or interest therein. Landlord reserves the right
to place liens or encumbrances on the Land, the Building, the Parking Garage
and/or the Leased Premises or any part thereof or interests therein superior in
lien and effect to this Lease. This Lease, at the option of the Landlord, shall
be subject and subordinate to any and all such liens or encumbrances now or
hereafter imposed by Landlord without the necessity of the execution and
delivery of any further instruments on the part of Tenant to effectuate such
subordination. Notwithstanding the foregoing, Tenant covenants and agrees to
execute and deliver upon demand such further instruments evidencing such
subordination of this Lease as may be requested by Landlord.

                  (b) In the event of the enforcement by any mortgagee, trustee,
or beneficiary under any mortgage, deed of trust or other security instrument of
the remedies provided for by law or by such mortgage, deed of trust or other
security instrument, Tenant will, if requested by such mortgagee, trustee, or
beneficiary or by any person succeeding to the interest of Landlord as the
result of said enforcement, automatically become the tenant of any such
successor in interest, without any change in the terms or other provisions of
this Lease; provided, however, that said successor in interest shall not be
bound by (i) any payment of rent or additional rent for more than one (1) month
in advance, except prepayments in the nature of security for the performance by
Tenant of its obligations under this Lease which are not in excess of an amount
equal to one (1 ) month's rental or (ii) any amendment or modification to this
Lease made without the consent of such mortgagee or beneficiary, or any
successor in interest, except for such amendments or modifications of this Lease
as are made in the ordinary course of Landlord's business, provided that any
such amendment or modification shall not reduce the rent or any other amount
payable by Tenant hereunder. Upon request by said successor in interest, the
Tenant shall execute and deliver an instrument or instruments confirming its
attornment. Nothing herein shall be construed as a subordination of, or
agreement to subordinate, the lien and charge of any mortgage, deed of trust or
other security instrument to the rights or leasehold estates of the Tenant under
this Lease.

         20.      SALE

                  In the event of a sale or conveyance by Landlord of the
Building containing the Leased Premises, the same shall operate to release
Landlord from any and all liability or obligation under this Lease. This Lease
shall not be affected by any such sale, and Tenant agrees to attorn to the
purchaser of the Building and deliver to the purchaser an offset statement and
an estoppel certificate in such form as Landlord may request. If any security
deposit has been made by Tenant, Landlord may transfer such security deposit to
the purchaser, and thereupon Landlord shall be discharged from any further
liability in reference thereto.


10
<PAGE>   11
         21.      INDEMNIFICATION OF LANDLORD

                  (a) Tenant shall hold Landlord harmless from, indemnify and
defend Landlord against any and all claims for liability for any injury
(including death) or damage to any person or property whatsoever (i) occurring
in, on, or about the leased Premises or any part thereof, or (ii) occurring in,
or about the building when such injury or damage has been caused in part of or
in whole by the act, neglect, fault or omission of Tenant, its agents, servants,
employees, and from all costs, attorneys' fees, expenses and liabilities
incurred as a result of any such claim or any action or proceeding brought
thereon; and in case any action or proceeding be brought against Landlord by
reason of any such claim, Tenant, upon notice from Landlord, shall defend the
same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons (including death), in, upon or about the
Premises from any cause which does not result from the negligence of Landlord
and Tenant hereby waives all claims in respect thereof against Landlord.

                  (b) Landlord or anyone authorized to act for Landlord shall
not be liable for any damage to property entrusted to employees of the building,
nor for loss of or damage to any property by theft or otherwise, nor for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any part of
the building or from the pipes, appliances or plumbing works therein, or from
the roof, street or subsurface, or from any other place resulting from the
negligence of Landlord. Landlord or its agents shall not be liable for
interference with the natural light, nor shall Landlord be liable for any latent
defect in the Premises or in the building. Tenant shall give prompt notice to
Landlord of any fire, accident or defect discovered within the Premises or the
building.

                  (c) The provisions of this Section 21 shall survive the
expiration or termination of this Lease with respect to any claims or liability
occurring prior to such expiration or termination.

         22.      TENANTS INSURANCE, WAIVER OF SUBROGATION

                  (a) Tenant agrees to carry at its own expense throughout the
term of the lease, comprehensive public liability insurance insuring both
Landlord and Tenant against all claims, demands, or actions arising out of or in
connection with Tenant's use or occupancy, of the Premises, or by the condition
of Premises with a combined single limit of liability of $1,000,000.00 for
bodily injury or death and property damage. Tenant shall deliver a Certificate
of Insurance to Landlord prior to the date of occupancy of the Premises and said
insurance policy shall list and protect Landlord and Tenant as their interests
may appear and shall contain an endorsement stating that the insurer agrees to
give no less than thirty (30) days prior written notice to Landlord in the event
of modification or cancellation thereof.

                  (b)Tenant shall be responsible for its own personal property
insurance.


11
<PAGE>   12
                  (c) Landlord and Tenant each hereby release the other from any
and all liability or responsibility for any direct or consequential loss, injury
or damage to the Premises, or its contents, caused by fire or any other
casualty, during the term of this lease, even if such fire or other casualty may
have been caused by the negligence (but not the willful act) of the other party
or one for whom such party may be responsible. Inasmuch as the above mutual
waivers will preclude the assignment of any aforesaid claim by way of
subrogation (or otherwise) to an insurance company (or any other person), each
party hereto agrees if required by said policies to give each insurance company
which has issued to it fire and other property insurance, written notice of the
terms of said mutual waivers, and to have said insurance policies properly
endorsed, if necessary, to prevent the invalidation of said insurance coverage
by reason of said waivers.

         23.      ATTORNEY'S FEES

                  In the event of any legal action or proceeding brought by
either party against the other arising out of this Lease, the prevailing party
shall be entitled to recover reasonable attorneys' fees incurred in such action
and such amount shall be included in any judgment rendered in such proceeding.

         24.      WAIVER

                  No waiver by Landlord of any provision of this Lease or of any
breach by Tenant hereunder shall be deemed to be a waiver of any other provision
hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an acceptance of a surrender of the Leased Premises,
unless done in writing signed by Landlord. The delivery of the keys to any
employee or agent of Landlord shall not operate as a termination of this Lease
or a surrender of the Leased Premises.

         25.      NOTICES

                  All notices, demands or other communications in this Lease
provided to be given, made or sent by either party hereto to the other shall be
deemed to have been duly given, made or sent when made in writing and deposited
in the United States mail, certified or registered, postage prepaid, and
addressed as follows:

            To Landlord:      Amberjack, Ltd.
                              1620 W. Fountainhead Parkway
                              Suite 410
                              Tempe, AZ 85282


12
<PAGE>   13
            To Tenant:        Business Resource Group
                              c/o Chief Financial Officer
                              2150 N. First Street Suite 101
                              San Jose, CA 95131


         The address to which any notice, demand or other writing may be given,
made or sent to either party may be changed by written notice given by such
party as above-provided.

         26.      INSOLVENCY OR BANKRUPTCY

                  The appointment of a receiver to take possession of all or
substantially all of the assets of Tenant, or an assignment by Tenant for the
benefit of creditors, or any action taken or suffered by Tenant under any
insolvency, bankruptcy, or reorganization act, shall at Landlord's option,
constitute a breach of this Lease by Tenant. Upon the happening of any such
event, or at any time thereafter, this Lease shall terminate five (5) days after
written notice of termination from Landlord to Tenant. In no event shall this
Lease be assigned or assignable by operation of law and in no event shall this
Lease be an asset of Tenant in any receivership, bankruptcy, insolvency, or
reorganization proceedings.

         27.      DEFAULT

                  (a) In the event Tenant fails to pay any rental due hereunder
or fails to keep and perform any of the other terms or conditions hereof, or
otherwise breaches this Lease or defaults hereunder, time being of the essence,
or in the event of the taking by execution or judgment or other process of law
of all or any part of the Tenant's interest in this Lease, then ten (10)
business days after written notice of default from Landlord, Landlord may, if
such default has not been corrected, resort to any and all legal remedies or
combination of remedies which Landlord may desire to assert including, but not
limited to one or more of the following: (1) lock the doors of the Leased
Premises and exclude Tenant therefrom; (2) retain or take possession of any
property on the Leased Premises pursuant to Landlord's statutory lien; (3) enter
the Leased Premises and remove all persons and property therefrom; (4) declare
this Lease at an end and terminated; (5) sue for the rent due and to become due
under this Lease; (6) sue for any damages sustained by Landlord; and (7)
continue this Lease in effect and relet the Leased Premises on such terms and
conditions as Landlord may deem advisable with Tenant remaining liable for the
Base Monthly Rent and other sums due hereunder plus the reasonable cost of
obtaining possession of the Leased Premises and of any repairs and alterations
necessary to prepare the Leased Premises for reletting, and the cost of
reletting. No action of Landlord shall be construed as an election to terminate
this Lease unless written notice of such intention be given to Tenant.

                  (b) If Landlord shall default in performing its obligations
under this Lease, Tenant shall give Landlord written notice of the deficiency,
and Landlord shall have a 


13
<PAGE>   14
reasonable time to correct the same, and if not corrected within a reasonable
time and such breach is a material breach, Tenant may terminate this Lease or
take such other legal steps to which it may be entitled.

         28.      INTEREST ON TENANT'S OBLIGATIONS AND LATE CHARGES

                  (a) Any amount due from Tenant to Landlord which is not paid
when due shall bear interest of eighteen percent (18%) per annum until paid, but
the payment of such interest shall not excuse nor cure the default.

                  (b) Tenant acknowledges that late payment of the Base Monthly
Rent or any other sum required by this Lease to be paid by Tenant to Landlord
will cause Landlord to incur costs not contemplated by this Lease, the exact
amount of such costs being extremely difficult and impracticable to fix.
Therefore, if any payment due from Tenant is not received by Landlord within
five (5) calendar days after its due date, Tenant shall pay to Landlord an
additional sum of fifty dollars ($50) as a late charge. The parties agree that
this late charge represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by overdue amount, or prevent
Landlord from exercising any of the other rights and remedies available to
Landlord. In addition to the above-described late charge, Tenant shall pay to
Landlord fifty dollars ($50) for processing and accounting cost together with
interest on such amount at the rate specified above for each occasion that a
rental check presented to Landlord by Tenant is returned by Tenant's bank for
insufficient funds or for any other reason.

         29.      HOLDING OVER

                  No holding over by Tenant after the term of this Lease shall
operate to extend the Lease. In the event of any unauthorized holding over,
Tenant shall indemnify Landlord against all claims for damages by any other
tenant to whom Landlord may have leased all or any part of the Leased Premises
covered hereby effective upon the termination of this Lease. Any holding over
without the consent of Landlord in writing shall thereafter constitute a lease
from month to month with a Base Monthly Rent equal to 200% of the most recent
Base Monthly Rent then in effect.

         30.      TIME

                  Time is of the essence of this Lease in each and all of its
provisions.

         31.      BROKERS

                  Tenant warrants that it has had no dealing with any real
estate broker or agent in connection with the negotiation of this Lease,
excepting onlyCB Commercial; Pat Horan and except for any broker or agent that
Landlord may have employed, it knows of no other real estate broker or agent
which is or may be entitled to a commission in connection with this Lease.
Tenant agrees to indemnify and save harmless Landlord from any claims for
commission by brokers or agents not mentioned in this paragraph.


14
<PAGE>   15
         32.      RECORDATION

                  Tenant shall not record this Lease or a short form memorandum
thereof without the prior written consent of Landlord.

         33.      BUILDING NAME

                  Tenant shall not use the name of the Building or the
development in which the Building is situated for any purpose other than the
address of the business to be conducted by Tenant in the Leased Premises.

         34.      SIGNS

                  Landlord shall have the sole and absolute discretion over all
matters relating to on-premise signs relating to the Building and other Tenant
identification signs and facilities which are intended to be seen by the public
from roads, sidewalks, pedestrian areas and adjoining structures in the vicinity
of the Building.

         35.      CHOICE OF LAW

                  This Lease shall be governed by the Laws of the State of
Arizona.

         36.      ESTOPPEL CERTIFICATE OR THREE-PARTY AGREEMENT

                  At Landlord's request, Tenant will in addition to any other
statements or certificates required to be executed by Tenant, execute and
deliver an estoppel certificate and/or three-party agreement among Landlord,
Tenant and any third party dealing with Landlord certifying as to such facts (if
true) and agreeing to such notice provisions and other matters as such third
party may reasonably require in connection with the business dealings of
Landlord and such third party.

         37.      ADDITIONAL CONSTRUCTION

                  Tenant acknowledges that buildings other than the Building may
be constructed within the project of which the Building is a part, and, in
connection with such construction, Tenant shall permit Landlord and/or any owner
of the land upon which such additional buildings are being constructed, to enter
the Leased Premises to erect scaffolding and/or protective barriers around the
leased Premises (but not so as to preclude entry thereto) and to do any act or
thing necessary for the safety or preservation of the Building. Landlord shall
not be liable in any such case for any inconvenience, disturbance, loss of
business or any other annoyance arising from any such construction, but Landlord
shall use its best efforts to see that Landlord or any adjoining owner will
conduct such construction as consistently as possible with accepted construction
practices, so as to minimize inconvenience, annoyance and disturbance to Tenant.

         38.      DEFINED TERMS AND MARGINAL HEADINGS

                  The words "Landlord" and "Tenant" as used herein shall include
the 


15
<PAGE>   16
plural as well as the singular. If more than one person is named as Tenant, the
obligations of such persons are joint and several. The marginal headings and
titles 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 hereof.

         39.      TENANT'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES

                  (a). Hazardous Substances. The term "Hazardous Substances", as
used in this Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals
known to cause cancer or reproductive toxicity, pollutants, contaminants,
hazardous wastes, toxic substances or related materials, petroleum and petroleum
products, and substances declared to be hazardous or toxic under any law or
regulation now or hereafter enacted or promulgated by any governmental
authority.

                  (b) Tenant's Restrictions. Tenant shall not cause or permit to
occur:

                      (i)   Any violation of any federal, state or local law,
ordinance, or regulation now or hereafter enacted, related to environmental
conditions on, under, or about the Premises, or arising from Tenant's use or
occupancy of the Premises, including, but not limited to, soil and ground water
conditions; or

                      (ii)  The use, generation, release, manufacture, refining,
production, processing, storage, or disposal of any Hazardous Substance on,
under or about the Premises, or the transportation to or from the Premises of
any Hazardous Substance, except as specifically disclosed this Lease.

                  (c) Environmental Clean-Up

                      (i)   Tenant shall, at Tenant's own expense, comply with 
all laws regulating the use, generation, storage, transportation, or disposal of
Hazardous Substances ("Laws").

                      (ii)  Tenant shall, at Tenant's own expense, make all
submissions to, provide all information required by, and comply with all
requirements of all governmental authorities (the "Authorities") under the Laws.

                      (iii) Should any Authority or any third party demand that
a clean-up plan be prepared and that a clean-up be undertaken because of any
deposit, spill, discharge, or other release of Hazardous Substances that occurs
during the term of this Lease, at or from the Premises, or which arises at any
time from Tenant's use or occupancy of the Premises, then Tenant shall, at
Tenant's own expense, prepare and submit the required plans and all related
bonds and other financial assurances; and Tenant shall carry out all such
clean-up plans.

                      (iv)  Tenant shall promptly provide all information
regarding the use, generation, storage, transportation, or disposal of Hazardous
Substances that is 


16
<PAGE>   17
requested by Owner. If Tenant fails to fulfill any duty imposed under this
Paragraph (c) within reasonable time, Owner may do so; and in such case, Tenant
shall cooperate with Owner in order to prepare all documents Owner deems
necessary or appropriate to determine the applicability of the Laws to the
Premises and Tenant's use thereof, and for compliance therewith, The Tenant
shall execute all documents promptly upon Owner's request. No such action by
Owner and no attempt made by Owner to mitigate damages under any Law shall
constitute a waiver of any of Tenant's obligations under this Paragraph (c).

                  (v) Tenant's obligations and liabilities under this Paragraph
(c) shall survive the expiration of this Lease.

              (d) Tenant's Indemnity.

                  (i)  Tenant shall indemnify, defend, and hold harmless Owner,
the manager of the property, and their respective officers, directors,
beneficiaries, shareholders, partners, agents, and employees from all fines,
suits, procedures, claims, and actions of every kind, and all costs associated
therewith (including attorneys' and consultants' fees) arising out of or in any
way connected with any deposit, spill, discharge, or other release of Hazardous
Substances that occurs during the term of this Lease, at or from the Premises,
or which arises at any time from Tenant's use or occupancy of the Premises, or
from Tenant's failure to provide all information, make all submissions, and take
all steps required by all Authorities under the Laws and all other environmental
laws.

                  (ii) Tenant's obligations and liabilities under this Paragraph
(d) shall survive the expiration of this Lease.

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

 Tenant:                              Landlord:

Business Resource Group               Interwestern Management Corp.
                                      Managers for AmberJack, Ltd.

By                                    By
  ------------------------------        ------------------------------
Its                                   Its
   -----------------------------         -----------------------------
By                                    By
  ------------------------------        ------------------------------
Its                                   Its
   -----------------------------         -----------------------------


17
<PAGE>   18
                                   EXHIBIT "A"

                           Floor Plan for leased space




                                   EXHIBIT "B"

                                     deleted



18


<PAGE>   19
                                   EXHIBIT "C"

                      STANDARDS FOR UTILITIES AND SERVICES

         The following Standards for Utilities and Services are in effect.
Landlord reserves the right to adopt non-discriminatory modifications and
additions hereto.

         As long as Tenant is not in default under any of the terms, covenants,
conditions, provisions or agreements of this Lease, Landlord shall:

         (a) Provide non-attended automatic elevator facilities Monday through
Friday, except holidays, from 7 a.m. to 6 p.m., and have one elevator available
at all other times.

         (b) On Monday through Friday, except holidays, from 7 a.m. to 6 p.m.
(and other times for $5.00 per zone per hour, ventilate the Leased Premises and
furnish air conditioning or heating on such days and hours, when in the judgment
of Landlord, it may be required for the comfortable occupancy of the Leased
Premises. The air conditioning system achieves maximum cooling when the window
blinds remain closed. Landlord shall not be responsible for room temperatures if
Tenant does not keep all window coverings in the Leased Premises closed whenever
the system is in operation. Tenant agrees to cooperate fully at all times with
Landlord, and to abide by all regulations and requirements which Landlord may
prescribe for the proper functioning and protection of said air conditioning
system. Tenant agrees not to connect any apparatus, device, conduit or pipe to
the Building's chilled and hot water air conditioning supply lines. Tenant
further agrees that neither Tenant nor its servants, employees, agents,
visitors, licensees or contractors shall at any time enter mechanical
installations or facilities of the Building or adjust, tamper with, touch or
otherwise in any manner affect said installation or facilities.

         (c) Furnish to the Premises, during the usual business hours on
business days, electric current as required by the Building standard office
lighting and fractional horsepower office business machines in the amount of
approximately two and one-half (2.5) watts per square foot. Tenant agrees,
should its electrical installation or electrical consumption be in excess of the
aforesaid quantity or extend beyond normal business hours, to reimburse Landlord
monthly for the measured consumption at the terms, classifications and rates
charged to similar consumers by the public utility serving the neighborhood in
which the Building is located. If a separate meter is not installed at Tenants
cost, such excess cost will be established by an estimate agreed upon by
Landlord and Tenant, and if the parties fail to agree, as established by an
independent licensed engineer. Tenant agrees not to use any apparatus or device
in, upon, or about the Leased Premises which may in any way increase the amount
of such services usually furnished or supplied to said Leased Premises, and
Tenant further agrees not to connect any apparatus or device with wires,
conduits or pipes, or other means by which such services are supplied, for the
purpose of using additional or unusual amounts of such services without written
consent of Landlord. Should Tenant use such services to excess, the refusal on
the part of Tenant to pay, upon demand of Landlord, the amount established by
Landlord for such excess charge shall constitute a breach of the obligation to
pay rent under this Lease and shall entitle Landlord to the rights therein
granted for 


19
<PAGE>   20
such breach. At all times Tenant's use of electric current shall never exceed
the capacity of the feeders to the Building or the risers or wiring installation
and Tenant shall not install, use or permit the installation or use of any
computer or electronic data processing equipment in the Premises without the
prior written consent of Landlord.

         (d) Provide water in public areas for drinking and lavatory purposes
only, and if Tenant requires, uses or consumes water for any purposes in
addition to ordinary drinking and lavatory purposes of which fact Tenant
constitutes Landlord to be the sole judge, Landlord may install a water meter
and thereby measure Tenant's water consumption for all purposes. Tenant shall
pay Landlord for the cost of the meter and the cost of the installation thereof
and throughout the duration of Tenant's occupancy. Tenant shall keep said meter
and installation equipment in good working order and repair at Tenant's own cost
and expense, in default of which Landlord may cause such meter and equipment to
be replaced or repaired and collect the cost thereof from Tenant. Tenant agrees
to pay for water consumed, as shown on said meter, as and when bills are
rendered, and on default in making such payment, Landlord may pay such charges
and collect the same from Tenant. Any such costs or expenses incurred, or
payments made by Landlord for any of the reasons or purposes hereinabove stated
shall be deemed to be additional rent payable by Tenant and collectible by
Landlord as such.

         (e) Provide janitor service to the Premises, provided the same are used
exclusively as offices, and are kept reasonably in order by Tenant, and if to be
kept clean by Tenant, no one other than persons approved by Landlord shall be
permitted to enter the Premises for such purposes. If the Premises are not used
exclusively as offices, they shall be kept clean and in order by Tenant, at
Tenant's expense, and to the satisfaction of Landlord the cost of removal of any
of Tenant's refuse and rubbish, to the extent that the same exceeds the refuse
and rubbish usually attendant upon the use of the Premises as offices.

         (f) Landlord reserves the right to stop service of the elevator,
plumbing, ventilation, air conditioning and electric systems, when necessary, by
reason of accident or emergency or for repairs, alterations or improvements, in
the judgment of Landlord desirable or necessary to be made, until said repairs,
alterations or improvements shall have been completed, and shall further have no
responsibility or liability for failure to supply elevator facilities, plumbing,
ventilating, air conditioning or electric service, when prevented from so doing
by strike or accident or by any cause beyond Landlord's reasonable control, or
by laws, rules, orders, ordinances, directions, regulations or requirements of
any federal, state, county or municipal authority, or failure of gas, or other
suitable fuel supply or inability by exercise of reasonable diligence to obtain
gas, oil or other suitable fuel. It is expressly understood and agreed that any
covenants on Landlord's part to furnish any service pursuant to any of the
terms, covenants, conditions, provisions or agreements of the Lease, or to
perform any act or thing for the benefit of Tenant, shall not be deemed breached
if Landlord is unable to furnish or perform the same by virtue of a strike or
labor trouble or any other cause whatsoever beyond Landlord's control.


20
<PAGE>   21
                                   EXHIBIT "D"

                              RULES AND REGULATIONS


      1. No sign, placard, picture, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside of the Building
without the prior written consent of the Landlord. Landlord shall have the right
to remove, at Tenant's expense and without notice, any sign installed or
displayed in violation of this rule. All approved signs or lettering on doors
and walls shall be printed, painted, affixed or inscribed at the expense of
Tenant by a person or vendor chosen by Landlord. In addition, Landlord reserves
the right to change from time to time the format of the signs or lettering and
to require previously approved signs or lettering to be appropriately altered.

      2. If Landlord objects in writing to any curtains, blinds, shades or
screens attached to or hung in or used in connection with any window or door of
the Leased Premises, Tenant shall immediately discontinue such use. No awning
shall be permitted on any part of the Leased Premises. Tenant shall not place
anything or allow anything to be placed against or near any glass partitions or
doors or windows which may appear unsightly, in the opinion of Landlord, from
outside the Leased Premises.

      3. Tenant shall conform to the design standards established from time to
time by Landlord for any items to be placed on balconies on the Building.
Landlord shall have the right to remove, at Tenant's expense and without notice
all items not conforming with such design standards.

      4. Tenant shall not obstruct any sidewalks, halls, passages, exits,
entrances, elevators, escalators, or stairways of the Building. The halls,
passages, exits, entrances, elevators and stairways are not for the general
public, and Landlord shall in all cases retain the right to control and prevent
access thereto of all persons whose presence in the judgment of Landlord would
be prejudicial to the safety, character, reputation and interests of the
Building and its Tenants provided that nothing herein contained shall be
construed to prevent such access to persons with whom any Tenant deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No Tenant and no employee or invitee of any Tenant shall go upon the
roof of the Building.

      5. The directory of the Building will be provided exclusively for the
display of the name and location of Tenants only and Landlord reserves the right
to exclude any other names therefrom.

      6. All cleaning and janitorial services for the Building and the Premises
shall be provided exclusively through Landlord. Tenant shall not cause any
unnecessary labor by carelessness or indifference to the good order and
cleanliness of the Premises. Landlord shall not in any way be responsible to any
Tenant for any loss of property on the Premises, however occurring, or for any
damage to any Tenant's property by the janitor or any other employee of any
other person.


21
<PAGE>   22
         7.  If Tenant requires telegraphic, telephonic, burglar alarm or 
similar services, it shall first obtain, and comply with, Landlord's instruction
in their installation.

         8.  No equipment, materials, furniture, packages, supplies, merchandise
or other property will be received in the Building or carried in the elevators
except between such hours and in such elevators as may be designated by
Landlord.

         9.  Tenant shall not place a load upon any floor which exceeds the load
per square foot which such floor was designed to carry and which is allowed by
law. Landlord shall have the right to prescribe the weight, size and position of
all equipment, materials, furniture or other property brought into the Building.
Heavy objects shall stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant which causes noise or vibration that may be
transmitted to the structure of the Building or to any space therein to such a
degree as to be objectionable to Landlord or to any Tenants shall be placed and
maintained by Tenant, at Tenant's expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration. The persons employed to move
such equipment in or out of the Building must be acceptable to Landlord.
Landlord will not be responsible for loss of, or damage to, any such equipment
or other property from any cause, and all damage done to the Building by
maintaining or moving such equipment or other property shall be repaired at the
expense of Tenant.

         10. Tenant shall not use any method of heating or air conditioning
other than that supplied by Landlord. Tenant shall not waste electricity, water
or air conditioning. Tenant shall keep corridor doors closed.

         11. Landlord reserves the right to exclude from the Building between
the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays any
person unless that person is known to the person or employee in charge of the
Building and has a pass or is properly identified. Tenant shall be responsible
for all persons for whom it requests passes and shall be liable to Landlord for
all acts of such persons. Landlord shall not be liable for damages for any error
with regard to the admission to or exclusion from the Building of any person. In
addition, Landlord reserves the right to close and keep locked all entrance and
exit doors of the Building on Sundays and legal holidays and on other days
between the hours of 6 p.m. and 7 a.m. the following day, and during such
further hours as Landlord may deem advisable for the adequate protection of said
Building and the property of its tenants.

         12. Tenant shall close and lock the doors of its Leased Premises and
entirely shut off all water faucets or other water apparatus and electricity,
gas or air outlets before Tenant and its employees leave the Premises. Tenant
shall be responsible for any damage or injuries sustained by other tenants or
occupants of the Building or by Landlord for noncompliance with this rule.

         13. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be thrown
therein, and the expense of any 


22
<PAGE>   23
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employees or invitees, shall have caused it.

         14. Tenant shall not install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Building.
Tenant shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.

         15. Except as approved by Landlord, Tenant shall not mark, drive nails,
screw or drill into the partitions, woodwork or plaster or in any way deface the
Leased Premises. Tenant shall not cut or bore holes for wires. Tenant shall not
affix any floor covering to the floor of the Leased Premises in any manner
except as approved by Landlord. Tenant shall repair any damage resulting from
noncompliance with this rule.

         16. Tenant shall store all its trash and garbage within its Leased
Premises. Tenant shall not place in any trash box or receptacle any material
which cannot be disposed of in the ordinary and customary manner of trash and
garbage disposal. All garbage and refuse disposal shall be made in accordance
with directions issued from time to time by Landlord.

         17. No cooking shall be done or permitted by any Tenant on the Leased
Premises, except that used by the Tenant of Underwriter's Laboratory approved
equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted, provided that such equipment and use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
obligations.

         18. Tenant shall not use in any space or in the public halls of the
Building any hand trucks except those equipped with rubber tires and side guards
or such other material-handling equipment as Landlord may approve. Tenant shall
not bring any other vehicles of any kind into the Building.

         19. Tenant shall not use the name of the Building in connection with or
in promoting or advertising the business of Tenant except as Tenant's address.

         20. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Leased Premises, or permit or suffer the Leased
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Building by reason of noise, odors and/or
vibrations, or interfere in any way with other tenants or those having business
therein, nor shall any animals or birds be brought in or kept in or about the
Leased Premises or the Building.

         21. The requirements of Tenant will be attended to only upon
appropriate application to the office of the Building by an authorized
individual. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord,
and no employee of Landlord will admit any person (Tenant or otherwise) to any
office without specific instructions from Landlord.

         22. Landlord may waive any one or more of these Rules and Regulations
for the benefit of any particular tenant or tenants, but no such waiver by
Landlord shall be 


23

<PAGE>   24
construed as a waiver of such Rules and Regulations in favor of any other tenant
or tenants, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Building.

      23. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenant, agreements and conditions of any lease of premises in the Building.

      24. Landlord reserves the right to make such other and reasonable rules
and regulations as in its judgment may from time to time be needed for safety
and security, for care and cleanliness of the Building and for the preservation
of good order therein. Tenant agrees to abide by all such rules and regulations
hereinabove stated and any additional rules and regulations which are adopted.

      25. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customer, invitees and guests.


24
<PAGE>   25
                                 LEASE ADDENDUM


         This Addendum is attached to and forms part of the Lease dated December
16, 1996, between AmberJack Ltd., Landlord, and Business Resource Group, Tenant,
for the premises located at 1515 E. Missouri Avenue, Phoenix, AZ 85014.

In the event of any conflict between the terms of this Addendum and the Lease,
the terms of this Addendum shall control.

4.       Operating Expenses

         (b)(ii)(I) - "Operating Expenses" items A,E and G, shall be subject to
         a maximum year to year increase of 8%.

8.       Improvements and Alterations

         (a) Landlord shall provide a total remodeling construction allowance of
         $45,952.00 for the tenant to perform Landlord approved interior
         improvements.

         Landlord shall not release any of the remodeling funds for the purchase
         of furniture, artwork, trade fixtures, or any type of personal
         property.

40.      Signs

                  Tenant may install a building standard identification sign on
         the project's existing monument wall. The final size, style, color,
         location and configuration must be approved by the Landlord prior to
         installation.

41.      Second Right of Refusal

         Provided Tenant is not in default under the terms and conditions of the
         Lease, Tenant shall have the Second Right of Refusal on the 2nd floor
         premises.

         Should Landlord accept an offer on the said premises, which is refused
         by the tenant holding the First Right of Refusal, Landlord shall notify
         Tenant in writing of such offer, and deliver to Tenant a copy of the
         accepted offer describing the terms and conditions.

         Tenant shall have a period of five (5) days after receipt of
         Landlord's notice to notify Landlord of their intent to lease the
         premises upon the terms and conditions contained in the Landlord's
         accepted offer.


25