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                                                                   EXHIBIT 10.41

09/01/98  DLM/TTM                                                       02/01/92
09/10/98  DLM/JFW
09/15/98  DLM/JFW

                                  OFFICE LEASE
                              SCOTTSDALE SPECTRUM

     THIS INDENTURE OF LEASE (the "Lease"), dated as of the 7th day of October,
1998, by and between SCOTTSDALE SPECTRUM, L.L.C., an Arizona limited liability
company, owner of the Office Complex (as hereinafter defined), hereinafter
referred to as "Lessor", and BUSINESS RESOURCE GROUP, a California corporation,
hereinafter referred to as "Lessee".

                                  WITNESSETH:

     That Lessor, in consideration of the rents and covenants hereinafter set
forth, does hereby lease and let unto Lessee, and Lessee does hereby hire and
take from Lessor, that certain space shown and designated on the floor plan
attached hereto and made a part hereof as Exhibit A, which space shall consist
of approximately 4,212 rentable square feet and shall be located on the first
floor of the Office complex at 6720 North Scottsdale Road, Scottsdale, Arizona
85253, and known as Scottsdale Spectrum. The aforesaid space leased and let unto
Lessee is hereinafter referred to as the "Premises"; the land (including all
easement areas appurtenant thereto) upon which the building ("Building") of
which the Premises are a part is hereinafter referred to as the "Property"; and
the Property and all buildings and improvements and personal property of Lessor
used in connection with the operation or maintenance thereof located therein and
thereon and the appurtenant parking facilities, if any, are hereinafter called
the "Office Complex".

     Lessee hereby accepts this Lease and the Premises upon the covenants and
conditions set forth herein and subject to any encumbrances, covenants,
conditions, restrictions and other matters of record and all applicable zoning,
municipal, county, state and federal laws, ordinances and regulations governing
and regulating the use of the Premises.

     TO HAVE AND TO HOLD THE SAME PREMISES, without any liability or obligation
on the part of Lessor to make any alterations, improvements or repairs of any
kind on or about the Premises, except as expressly provided herein, for a term
of five (5) years, zero (0) months, commencing on the first (1st) day of
January, 1999, and ending on the thirty-first (31st) day of December, 2003,
unless sooner terminated, in the manner provided hereinafter, to be occupied and
used by Lessee for office purposes and for no other purpose, subject to the
covenants and agreements hereinafter contained.

ARTICLE I. BASE RENT:  In consideration of the leasing aforesaid, Lessee agrees
to pay to Lessor, at c/o Opus West Management Corporation, 2415 East Camelback
Road, Suite 840, Phoenix, Arizona 85016, Attention: Accounting Department or at
such other place as Lessor from time to time may designate in writing, an annual
rental equal to the product of the rentable area of the Premises multiplied by
the rental rate for the applicable portion of the term of this Lease, as
hereinafter set forth, which annual rental may sometimes hereinafter be referred
to as the "Base Rent", payable monthly, in advance, in equal monthly
installments, commencing on the first day of the term and continuing on the
first day of each and every month thereafter for the next succeeding months
during the balance of the term:



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<TABLE>
<CAPTION>

Applicable Portion        Annual Rental Rate Per             Annual
     of Term               Rentable Square Foot           Rental Rate
-------------------       ----------------------          -----------
<S>                       <C>                             <C>
Months 1 through 12               $24.00                  $101,088.00
Months 13 through 24              $25.00                  $105,300.00
Months 25 through 36              $26.00                  $109,512.00
Months 37 through 48              $27.00                  $113,724.00
Months 49 through 60              $28.00                  $117,936.00
</TABLE>

If the term commences on a date other than the first day of a calendar month or 
ends on a date other than the last day of a calendar month, monthly rent for the
first month of the term or the last month of the term, as the case may be, 
shall be prorated based upon the ratio that the number of days in the term 
within such month bears to the total number of days in such month.

ARTICLE II. ADDITIONAL RENT: In addition to the Base Rent payable by Lessee 
under the provisions of Article I hereof, Lessee shall pay to Lessor 
"Additional Rent" as hereinafter provided for in this Article II.  All sums 
under this Article II and all other sums and charges required to be paid by 
Lessee under this Lease (except Base Rent), however denoted, shall be deemed to 
be "Additional Rent". If any such amounts or charges are not paid at the time 
provided in this Lease, they shall nevertheless or collectible as Additional 
Rent with the next installment of Base Rent falling due.

     For purposes of this Article II, the parties hereto agree upon the 
following Definitions:

          A.   The term "Lease Year" shall mean each of those calendar years 
               commencing with and including the year during which the term of 
               this Lease commences, and ending with the calendar year during 
               which the term of this Lease (including any extensions or 
               renewals) terminates.

          B.   The term "Real Estate Taxes" shall mean and include all personal 
               property taxes of Lessor relating to Lessor's personal property 
               located in the Office Complex and used or useful in connection 
               with the operation and maintenance thereof, real estate taxes and
               installments of special assessments, including interest thereon, 
               relating to the Property and the Office Complex, and all other 
               governmental charges, general and special, ordinary and 
               extraordinary, foreseen as well as unforeseen, of any kind and 
               nature whatsoever, or other tax, however, described, which is 
               levied or assessed by the United States of America or the state 
               in which the Office Complex is located or any political 
               subdivision thereof, against Lessor or all or any part of the 
               Office Complex as a result of Lessor's ownership of the Property 
               or the Office Complex, and payable during the respective Lease 
               Year. It shall not include any net income tax, estate tax or 
               inheritance tax.

          C.   [Intentionally omitted.]

          D.   The term "Operating Expenses" shall mean and include all 
               expenses incurred with respect to the maintenance and operation 
               of the Property and the Office Complex as determined by Lessor's 
               accountant in accordance with generally accepted accounting 
               principles consistently followed, including, but not limited to, 
               insurance premiums (including insurance premiums for rent 
               insurance),



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               maintenance and repair costs, steam, electricity, water, sewer,
               gas and other utility charges, fuel, lighting (including the
               tubes, ballasts and starters of fluorescent parabolic lights),
               window washing, janitorial services, trash and rubbish removal,
               wages payable to employees of Lessor whose duties are connected
               with the operation and maintenance of the Property and the Office
               Complex (but only for the portion of their time allocable to work
               related to the Office Complex), amounts paid to contractors or
               subcontractors for work or services performed in connection with
               the operation and maintenance of the Property and the Office
               Complex, all costs of uniforms, supplies and materials used in
               connection with the operation and maintenance of the Property and
               the Office Complex, all payroll taxes, unemployment insurance
               costs, vacation allowances and the cost of providing disability
               insurance or benefits, pensions, profit sharing benefits,
               hospitalization, retirement or other so-called fringe benefits,
               and any other expense imposed on Lessor or its contractors or
               subcontractors, pursuant to law or pursuant to any collective
               bargaining agreement covering such employees, all services,
               supplies, repairs, replacements or other expenses for maintaining
               and operating the Office Complex, reasonable attorneys' fees and
               costs in connection with appeal or contest of real estate or
               other taxes or levies, and such other expenses as may be
               ordinarily incurred in the operation and maintenance of an office
               complex and not specifically set forth herein, including
               reasonable management fees and the costs of a building office at
               the Office Complex. The term "Operating Expenses" shall not
               include any capital improvement to the Office Complex other than
               replacements required for normal maintenance and repair, nor
               shall it include repairs, restoration or other work occasioned by
               fire, windstorm or other insured casualty, expenses incurred in
               leasing or procuring tenants, leasing commissions, advertising
               expenses, expenses for renovating space for new tenants, legal
               expenses incident to enforcement by Lessor of the terms of any
               lease, interest or principal payments on any mortgage or other
               indebtedness of Lessor, compensation paid to any employee of
               Lessor above the grade of building superintendent, depreciation
               allowance or expense. Notwithstanding the foregoing, in the event
               Lessor installs equipment in or makes improvements or alterations
               to the Office Complex which are for the purpose of reducing
               energy costs, maintenance costs or other Operating Expenses or
               which are required under any governmental laws, regulations or
               ordinances which were not required at the date of commencement of
               the term of this Lease, Lessor may include in Operating Expenses
               reasonable charges for interest on such investment and reasonable
               charges for depreciation on the same so as to amortize such
               investment over the reasonable life of such equipment,
               improvement or alteration on a straight line basis. Operating
               Expenses shall also be deemed to include expenses incurred by
               Lessor in connection with city sidewalks adjacent to the Property
               and any pedestrian walkway system (either above or below ground)
               or other public facility to which Lessor or the Office Complex is
               from time to time subject in connection with operations of the
               Property and the Office Complex. The term "Operating Expenses"
               shall also include any assessments or fees or other charges
               imposed upon the Office Complex, or upon Lessor as a result of
               Lessor's ownership of the Office Complex, under any encumbrances,
               covenants, conditions, restrictions or other matters now


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              of record or hereafter recorded against the Office Complex.

       E.     The term "Excess Real Estate Taxes and Operating Expenses" shall
              mean the sum of Real Estate Taxes and Operating Expenses for any
              applicable Lease Year in excess of the product of Seven and
              50/100ths Dollars ($7.50) and the total rentable area of the
              Office Complex (the "Expense Stop").

       F.     The term "Lessee's Pro Rata Share of Excess Real Estate Taxes and
              Operating Expenses" shall mean the product of (i) the percentage
              obtained by dividing the rentable area of the Premises by the
              rentable area of the Office Complex, and (ii) the Excess Real
              Estate Taxes and Operating Expenses for the applicable Lease Year;
              provided, however, the percentage used to calculate Lessee's Pro
              Rata Share of Excess Real Estate Taxes and Operating Expenses
              shall be amended each Lease Year to the greater of the following:
              (i) if the total rentable area leased in the Office Complex
              (pursuant to leases under which the term has commenced) is
              ninety-five percent (95%) or less than the rentable area of the
              Office Complex, the percentage shall be that which the rentable
              area of the Premises bears to ninety-five percent (95%) of the
              total rental area of the Office Complex for such Lease Year; or
              (ii) if the total rentable area leased in the Office Complex
              (pursuant to leases under which the term has commenced) is greater
              than ninety-five percent (95%), the percentage shall be that which
              the rentable area of the Premises bears to the actual rentable
              area of the Office Complex for such Lease Year. Rentable area
              shall in no event include basement storage space or garage space.

       G.     Anything herein to the contrary notwithstanding, it is agreed 
              that in the event the Office Complex is not fully occupied during 
              any calendar year or any Lease Year, a reasonable and equitable 
              adjustment shall be made by  Lessor in computing the Operating 
              Expenses for such year so that the Operating Expenses shall be 
              adjusted to the amount that would have been incurred had the 
              Office Complex been fully occupied during such year.

       As to each Lease Year during the term of this Lease, lessor shall
estimate for each such Lease Year (i) the total amount of Excess Real Estate 
Taxes and Operating Expenses; (ii) Lessee's Pro Rata Share of Excess Real 
Estate Taxes and Operating Expenses; and (iii) the computation of the annual 
and monthly rental payable during such Lease Year as a result of increases or 
decreases in Lessee's Pro Rata Share of Excess Real Estate Taxes and Operating 
Expenses. Said estimate shall be in writing and shall be delivered or mailed to 
Lessee at the Premises.

       Lessee shall pay, as Additional Rent, the amount of Lessee's Pro Rata
Share of Excess Real Estate Taxes and Operating Expenses for each Lease Year, so
estimated, in equal monthly installments, in advance, on the first day of each
month during each applicable Lease Year. In the event that said estimate is
delivered to Lessee after the first day of January of the applicable Lease Year,
said amount, so estimated, shall be payable as Additional Rent, in equal monthly
installments, in advance, on the first day of each month over the balance of
such Lease Year, with the number of installments being equal to the number of
full calendar months remaining in such Lease Year.

       From time to time during any applicable Lease Year, Lessor may 
re-estimate the amount of Excess Real Estate Taxes and Excess Operating 
Expenses and Lessee's Pro Rata Share thereof, and in such

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event Lessor shall notify Lessee, in writing, of such re-estimate in the manner 
above set forth and fix monthly installments for the then remaining balance of 
such Lease Year in an amount sufficient to pay the re-estimated amount over the 
balance of such Lease Year after giving credit for payments made by Lessee on 
the previous estimate.

       Upon completion of each Lease Year, Lessor shall cause its accountants 
to determine the actual amount of Excess Real Estate Taxes and Operating 
Expenses for such Lease Year and Lessee's Pro Rata Share thereof and deliver a 
written certification of the amounts thereof to Lessee after the end of each 
Lease Year. If Lessee has paid less than its Pro Rata Share of Excess Real 
Estate Taxes and Operating Expenses for any Lease Year, Lessee shall pay the 
balance of its Pro Rata Share of the same within ten (10) days after the 
receipt of such statement. If Lessee has paid more than its Pro Rata Share of 
Excess Real Estate Taxes and Operating Expenses for any Lease Year, Lessor 
shall, at Lessee's option, either (i) refund such excess, or (ii) credit such 
excess against the most current monthly installment or installments due Lessor 
for its estimate of Lessee's Pro Rata Share of Excess Real Estate Taxes and 
Operating Expenses for the next following Lease Year. A pro rata adjustment 
shall be made for a fractional Lease Year occurring during the term of this 
Lease or any renewal or extension thereof based upon the number of days of the 
term of this Lease during said Lease Year as compared to three hundred 
sixty-five (365) days and all additional sums payable by Lessee or credits due 
Lessee as a result of the provisions of this Article II shall be adjusted 
accordingly.

       Further, Lessee shall pay, also as Additional Rent, all other sums and 
charges required to be paid by Lessee under this Lease, and any tax or excise 
on rents, gross receipts tax, transaction privilege tax or other tax, however 
described, which is levied or assessed by the United States of America or the 
state in which the Office Complex is located or any political subdivision 
thereof, or any city or municipality, against Lessor in respect to the Base 
Rent, Additional Rent, or other charges reserved under this Lease or as a 
result of Lessor's receipt of such rents or other charges accruing under this 
Lease; provided, however, Lessee shall have no obligation to pay net income 
taxes of Lessor.

ARTICLE III. LATE CHARGE AND OVERDUE AMOUNTS - RENT INDEPENDENT: Lessee shall 
pay to Lessor, as liquidated damages, a late charge equal to five percent (5%) 
of any amount not paid on the date when the same is due to compensate Lessor 
for its costs in connection with such late payment by Lessee. The assessment or 
collection of a late charge hereunder shall not constitute the waiver by Lessor 
of a default by Lessee under this Lease and shall not bar the exercise by 
Lessor of any rights or remedies available under this Lease. In addition, any 
installment of Base Rent, Additional Rent or other charges to be paid by Lessee 
accruing under the provisions of this Lease, which shall not be paid when due, 
shall bear interest at the rate of eighteen percent (18%) per annum from the 
date when the same is due until the same shall be paid, but if such rate 
exceeds the maximum interest rate permitted by law, such rate shall be reduced 
to the highest rate allowed by law under the circumstances. Lessee's covenants 
to pay the Base Rent and the Additional Rent are independent of any other 
covenant, condition, provision or agreement herein contained. Nothing herein 
contained shall be deemed to suspend or delay the payment of any amount of 
money or charge at the time the same becomes due and payable hereunder, or 
limit any other remedy of Lessor. Base Rent and Additional Rent are sometimes 
collectively referred to as "rent". Rent shall be payable without deduction, 
offset, prior notice or demand, in lawful money of the United States.

ARTICLE IV. POSSESSION OF PREMISES: If Lessor shall be unable to give 
possession of the Premises on the date of the commencement of

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the term for any reason, Lessor shall not be subject to any claims, damages or 
liabilities for the failure to give possession on said date. Under said 
circumstances, the rent reserved and covenant to pay same shall not commence 
until possession of the Premises is given or the Premises are ready for 
occupancy, whichever is earlier. Failure to give possession on the date of 
commencement of the term shall in no way affect the validity of this Lease or 
the obligations of Lessee hereunder; provided, however, that if the date of 
commencement of the initial term is delayed beyond the scheduled commencement 
date, the expiration date of the initial term shall be extended to provide for 
a full five (5) year, zero (0) month initial term of this Lease. If Lessee is 
given and accepts possession of the Premises on a date earlier than the date 
above specified for commencement of the term, the rent reserved herein and all 
covenants, agreements and obligations herein and the term of this Lease shall 
commence on the date that possession of the Premises is given to Lessee.

       The acceptance of possession by Lessee shall be deemed conclusively to 
establish that the Premises and all other improvements of the Office Complex 
required to be constructed by Lessor for use thereof by Lessee hereunder have 
been completed at such time to Lessee's satisfaction and in conformity with the 
provisions of this Lease in all respects unless Lessee notifies Lessor in 
writing within sixty (60) days after commencement of the term as to any items 
not completed. Lessee waives any claim as to matters not listed in said notice. 
Lessee acknowledges that neither Lessor nor any agent of Lessor has made any 
representation or warranty with respect to the Premises or the Office Complex 
or with respect to the suitability or fitness of either for the conduct of 
Lessee's business or for any other purpose. Nothing contained in this Article 
shall affect the commencement of the Lease term or the obligation of Lessee to 
pay any rent due under this Lease.

ARTICLE V. SERVICES: Subject to the provisions of Article II hereof, Lessor 
shall provide the following services on all days excepting Saturdays, Sundays, 
holidays, and as otherwise stated:

       A.     Nightly janitorial services Monday through Friday in and about the
              Premises; provided, however, Lessor may, but shall not be
              obligated to, elect to furnish janitorial service on Saturday or
              Sunday in lieu of furnishing such service on Friday. The
              janitorial services furnished to the Premises shall include normal
              cleaning and upkeep services, normal removal of trash and rubbish,
              vacuuming and spot cleaning of carpeting, maintenance of towels,
              tissue and other restroom supplies and such other work as is
              customarily performed in connection with such nightly janitorial
              services in an office complex similar in construction, general
              location, use and occupancy to the Office Complex. Lessor shall
              also provide periodic interior and exterior window washing and
              cleaning and waxing of uncarpeted floors in accordance with
              Lessor's reasonable schedule.

       B.     Electrical energy will be provided for lighting and operation of 
              office machines, air conditioning, and heating as required for 
              normal office usage during the normal working hours set forth in 
              subparagraph C of this Article. Office machines will include 
              electric typewriters and other office equipment of similar low 
              electrical consumption. This does not include special lighting in 
              excess of building standard (2.2 watts per square foot 
              installed), or any other item of electrical equipment which 
              singularly consumes more than 0.5 kilowatts per hour at rated 
              capacity or requires a voltage other than one hundred twenty 
              (120) volts single phase. If electrical consumption exceeds the 
              requirement of normal office use as specified above (such as in a

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                computer room), Lessor reserves the right to include and Lessee
                shall pay upon receipt of invoice, a charge based on the average
                cost per unit of electricity for the Office Complex applied to
                the excess use determined by an engineer selected by Lessor
                and/or by submeter. At the option of either Lessor or Lessee, a
                submeter may be provided and installed at Lessee's expense, if
                allowable under law and local utility regulations. Lessee shall
                pay the cost of all equipment and of the installation of all
                facilities provided and installed by Lessor to provide such
                electrical capacity in excess of the normal office standards.
                Lessee shall not make any installation requiring excess
                electrical energy without first receiving Lessor's written
                consent thereto, which shall not be unreasonably withheld; and
                provided further that Lessee shall pay all costs of installation
                of facilities necessary to furnish such excess capacity and for
                such increased electrical usage. All electric lighting bulbs for
                specialized lighting within the Premises shall be replaced by
                Lessor at the expense of Lessee and shall be paid by Lessee upon
                receipt of invoice from Lessor as rent. The electrical service
                required of Lessor by this subparagraph B, and electricity for
                other uses consented to by Lessor, shall be available at all
                times subject to the requirement that Lessee pay for usage in
                excess of the electrical service to be provided pursuant to the
                terms of this subparagraph B.

        C.      Heat and air conditioning, when necessary in Lessor's 
                reasonable judgment; for normal comfort, from 7 o'clock A.M. to
                6 o'clock P.M. on non-holiday weekdays, and on Saturdays which
                are not holidays, from 7 o'clock A.M. to 1 o'clock P.M. Air
                conditioning to the Premises is to be provided based on standard
                lighting and normal incidental office use only. During other
                hours, Lessor shall provide such amounts of heating and air
                conditioning upon reasonable advance notice from Lessee to
                Lessor, which advance notice shall not be less than twenty-four
                (24) hours; and Lessee, upon presentation of a bill therefor,
                shall pay Lessor for such service on an hourly basis at the then
                prevailing rates as established by Lessor. If such extended
                service is not a continuation of that service furnished during
                regular business hours as described above, Lessee shall pay for
                a minimum of three (3) hours of such service.

        D.      Hot and cold water from the regular building outlets for
                lavatory and restrooms and for drinking purposes.

        E.      Passenger elevator service in common with other tenants to be 
                provided by automatica elevators. Lessor shall have the right to
                restrict the use of elevators for freight purposes to the
                freight elevator and to hours to be determined by Lessor. Lessor
                shall have the right to limit the number of elevators to be in
                operation on Saturdays, Sundays and holidays.

        F.      Maintenance in good order, condition and repair of the parking 
                facilities and all driveways leading thereto and keeping the
                same free from any unreasonable accumulation of snow. Lessor
                shall keep and maintain the landscaped area and parking
                facilities in a neat and orderly condition. Lessor reserves the
                right to designate areas of the appurtenant parking facilities
                where Lessee, its agents, employees and invitees shall park and
                may exclude Lessee and its agents, employees and invitees from
                parking in other areas as designated by Lessor; provided,
                however, Lessor shall not be liable to Lessee



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                for the failure of any tenant or its invitees, employees, agents
                or customers to abide by Lessor's  designations or restrictions.
                Lessee is aware that Lessor may be required to designate certain
                parking stalls due to governmental request or order to
                accommodate car or van poolers.

        G.      Lessee shall be solely responsible for the direct payment of 
                all utilities which are separately metered or separately charged
                (electric, natural gas (if any), telephone, cable television (if
                any) and any other special utility requirements of Lessee), if
                any, to the Premises or to Lessee and shall make such payments
                to the respective utility companies prior to delinquency. Such
                amounts shall not be included as Operating Expenses.

        No interruption in, or temporary stoppage of, any of the aforesaid 
services caused by repairs, renewals, improvements, alternations, strikes, 
lockouts, labor controversy, accidents, inability to obtain fuel or supplies, 
or other causes shall be deemed an eviction or disturbance of Lessee's use and 
possession, or render Lessor liable for damages, by abatement of rent or 
otherwise or relieve Lessee from any obligation herein set forth. In no event 
shall Lessor be required to provide any heat, air conditioning, electricity or 
other service in excess of that permitted by voluntary or involuntary 
guidelines or laws, ordinances or regulations of governmental authority. 
Lessor reserves the right, from time to time, to make reasonable and 
non-discriminatory modifications to the above standards for utilities and 
services.

        Lessee shall not, without the prior written consent of Lessor, use any 
apparatus or device in or about the Premises which shall cause any substantial 
noise or vibration or which will increase the amount of electricity or water, 
if any, usually furnished or supplied for use of the Premises as general office 
space. Lessee shall not connect with electric current or water pipes, except 
through existing electrical or water outlets already in the Premises, any 
apparatus or device for the purposes of using electric current or water.

ARTICLE VI.  INSURANCE:  Lessor shall keep the Office Complex insured for the 
benefit of Lessor in an amount equivalent to the full replacement value thereof 
(excluding foundation, grading and excavation costs and a commercially 
reasonable deductible) against:

        (a)     loss or damage by fire; and

        (b)     such other risk or risks of a similar or dissimilar nature as
                are now or may be customarily covered with respect to buildings
                and improvements similar in construction, general location, use,
                occupancy and design to the Office Complex, including, but
                without limiting the generality of the foregoing, windstorms,
                hail, explosion, vandalism, malicious mischief, civil
                commotion and such other coverage as may be deemed necessary
                by Lessor, provided such additional coverage is obtainable
                and provided such additional coverage is such as is customarily
                carried with respect to buildings and improvements similar in
                construction, general location, use, occupancy and design to
                the Office Complex.

        These insurance provisions shall in no way limit or modify any of the 
obligations of Lessee under any provision of this Lease. Lessor agrees that 
such policy or policies of insurance shall permit releases of liability as 
provided herein and/or waiver of subrogation clause as to Lessee, and Lessor 
waives, releases and discharges Lessee from all claims or demands whatsoever 
which


                                      -8-

<PAGE>   9
Lessor may have or acquire arising out of damage to or destruction of the Office
Complex or loss of use thereof occasioned by fire or other casualty, whether
such claim or demand may arise because of the negligence or fault of Lessee or
its agents, employees, customers or business invitees, or otherwise, and Lessor
agrees to look to the insurance coverage only in the event of such loss.
Notwithstanding the foregoing, Lessee shall be obligated to pay the rental
called for hereunder in the event of damage to or destruction of the Premises or
the Office Complex if such damage or destruction is occasioned by the negligence
or fault of Lessee or its agents or employees. Insurance premiums paid thereon
shall be a portion of the "Operating Expenses" described in Article II hereof.
Notwithstanding the above, in the event a release of Lessee or waiver of
subrogation as to Lessee (without invalidation of coverage) becomes generally
unavailable in insurance policies as to commercial office projects similar to
the Office Complex, the release and any waiver of subrogation above provided for
shall cease upon written notice by Lessor to Lessee of such event. Thereafter,
Lessee may, upon written notice to Lessor, require Lessor to secure a waiver of
subrogation as to Lessee if (a) a right to waive subrogation as to Lessee
thereafter becomes available without increased premium, or (b) a right to waive
subrogation as to Lessee becomes available and Lessee pays any increased premium
required in connection therewith.

     Lessee shall keep all of its machinery, equipment, furniture, fixtures,
personal property (including also property under the care, custody or control of
Lessee) and business interests which may be located in, upon or about the
Premises insured for the benefit of Lessee in an amount equivalent to the full
replacement value or insurable value thereof against:

     (a)  loss or damage by fire; and

     (b)  such other risk or risks of a similar or dissimilar nature as are now,
          or may in the future be, customarily covered with respect to a
          tenant's machinery, equipment, furniture, fixtures, personal property
          and business located in a building similar in construction, general
          location, use, occupancy and design to the Office Complex, including,
          but without limiting the generality of the foregoing, windstorms,
          hail, explosions, vandalism, theft, malicious mischief, civil
          commotion and such other coverage as Lessee may deem appropriate or
          necessary.

     Lessee agrees that such policy or policies of insurance shall permit
releases of liability as provided herein and/or waiver of subrogation clause as
to Lessor, and Lessee waives, releases and discharges Lessor and its agents,
employees and contractors from all claims or demands whatsoever which Lessee may
have or acquire arising out of damage to or destruction of the machinery,
equipment, furniture, fixtures, personal property and loss of use thereof
occasioned by fire or other casualty, whether such claim or demand may arise
because of the negligence or fault of Lessor or its agents, employees,
contractors or otherwise, and Lessee agrees to look to the insurance coverage
only in the event of such loss.

     Lessor shall, as a portion of the Operating Expenses defined in Article II,
maintain, for its benefit and the benefit of its managing agent, general public
liability insurance against claims for personal injury, death or property damage
occurring upon, in or about the Office Complex, such insurance to afford
protection to Lessor and its managing agent.

     Lessee shall, at Lessee's sole cost and expense but for the mutual benefit
of Lessor, its managing agent and Lessee, maintain general public liability
insurance against claims for personal injury, death or property damage occurring
upon, in or about the

                                      -9-
<PAGE>   10
Premises, such insurance to afford protection to Lessor, its managing agent and
Lessee to the Limit of not less than One Million and No/100 Dollars
($1,000,000.00) in respect to the injury or death to a single person, and to the
limit of not less than Three Million and No/100 Dollars ($3,000,000.00) in
respect to any one accident, and to the limit of not less than Five Hundred
Thousand and No/100 Dollars ($500,000.00) in respect to any property damage.
Such policies of insurance shall be written in companies reasonably satisfactory
to Lessor, naming Lessor and its managing agent as additional insureds
thereunder, and such policies, or a memorandum or certificate of such insurance,
shall be delivered to Lessor endorsed "Premium Paid" by the company or agency
issuing the same or accompanied by other evidence satisfactory to Lessor that
the premium thereon has been paid. At such time as insurance limits required of
tenants in office buildings in the area in which the Office Complex is located
are generally increased to greater amounts, Lessor shall have the right to
require such greater limits as may then be customary. Lessee agrees to include
in such policy the contractual liability coverage insuring Lessee's
indemnification obligations provided for herein. Any such coverage shall be
deemed primary to any liability coverage secured by Lessor. Such insurance shall
also afford coverage for all claims based upon acts, omissions, injury or
damage, which claims occurred or arose (or the onset of which occurred or arose)
in whole or in part during the policy period.
               
     Lessee agrees to indemnify, protect, defend and hold harmless Lessor and
Lessor's partners, shareholders, employees, lender and managing agent harmless
from and against any and all claims, losses, costs, liabilities, actions and
damages, including without limitation attorneys' fees and costs, by or on behalf
of any person or person, firm or firms, corporation or corporations, arising
from any breach or default on the part of Lessee in the performance of any
covenant or agreement on the part of Lessee to be performed, pursuant to the
terms of this Lease, or arising from any act or negligence on the part of Lessee
or its agents, contractors, servants, employees or licensees, or arising from
any accident, injury or damage to the extent caused by Lessee or its agents or
employees to any person, firm or corporation occurring during the term of this
Lease or any renewal thereof, in or about the Premises and the Office Complex,
and from and against all costs, reasonable counsel fees, expenses and
liabilities incurred in or about any such claim or action or proceeding brought
thereon; and in case any action or proceeding be brought against Lessor or its
managing agent by reason of any such claim, Lessee, upon notice from Lessor,
covenants to resist or defend such action or proceeding by counsel reasonably
satisfactory to Lessor.

     Lessee agrees, to the extent not expressly prohibited by law, that Lessor
and Lessor's agents, employees and servants shall not be liable, and Lessee
waives all claims for damage to property and business sustained during the term
of this Lease by Lessee occurring in or about the Office Complex, resulting
directly or indirectly from any existing or future condition, defect, matter or
thing in the Premises, the Office Complex or any part thereof, or from equipment
or appurtenances becoming out of repair, or from accident, or from any
occurrence or act or omission of Lessor, Lessor's agents, employees or servants,
any tenant or occupant of the Office Complex or any other person. This paragraph
shall apply especially, but not exclusively, to damage caused as aforesaid or by
the flooding of basements or other subsurface areas, or by refrigerators,
sprinkling devices, air conditioning apparatus, water, snow, frost, steam,
excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or
noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply
equally, whether any such damage results from the act or omission of other
tenants or occupants in the Office Complex or any other persons, and whether
such damage be caused by or result from any of the



                                      -10-
<PAGE>   11
aforesaid, or shall be caused by or result from other circumstances of a 
similar or dissimilar nature.

      Anything herein to the contrary notwithstanding, in the event any damage
to the Office Complex results from any act or omission of Lessee or its agents,
employees or invitees, and all or any portion of Lessor's loss is within the
"deductible" portion of Lessor's insurance coverage, Lessee shall pay to Lessor
the amount of such deductible loss (not to exceed $1,000 per event).  All
property in the Office Complex or on the Premises belonging to Lessee or its
agents, employees or invitees or otherwise located at the Premises, shall be at
the risk of Lessee only, and Lessor shall not be liable for damage thereto or
theft, misappropriation or loss thereof, and Lessee agrees to defend and hold
Lessor and Lessor's agents, employees and servants harmless and indemnify them
against claims and liability for injuries to such property. Lessee shall not do
or permit anything to be done in or about the Premises nor bring or keep
anything therein which will in any way increase the existing rate of or affect
in any other way any fire or other insurance upon the Office Complex or any of
its contents, or cause a cancellation of any insurance policy covering the
Office Complex or any of its contents. Notwithstanding anything to the contrary
contained herein, Lessee shall promptly, upon demand, reimburse Lessor for the
full amount of any additional premium charged for such policy by reason of
Lessee's failure to comply with the provisions of this paragraph, it being
understood that such demand for reimbursement shall not be Lessor's exclusive
remedy. Lessee shall promptly, upon demand, reimburse Lessor for any additional
premium charged for any such policy by reason of Lessee's failure to comply with
the provisions of this Article.

      In the event Lessee fails to provide Lessor with evidence of insurance 
required under this Article VI, Lessor may, but shall not be obligated to, 
without further demand upon Lessee, and without waiving or releasing Lessee 
from any obligation contained in this Lease, obtain such insurance and Lessee 
agrees to repay, upon demand, all such sums incurred by Lessor in effecting 
such insurance. All such sums shall become a part of the Additional Rent 
payable hereunder, but no such payment by Lessor shall relieve Lessee from any 
default under this Lease.

ARTICLE VII.  CERTAIN RIGHTS RESERVED BY LESSOR:  Lessor reserves the following 
rights exercisable without notice and without liability to Lessee and without 
effecting an eviction, constructive or actual, or disturbance of Lessee's use 
or possession, or giving rise to any claim for setoff or abatement of rent:

      A.    To control, install, affix and maintain any and all signs on the
            Property, or on the exterior of the Office Complex and in the
            corridors, entrances and other common areas thereof, except those
            signs within the Premises not visible from outside the Premises.

      B.    To reasonably designate, limit, restrict and control any service in
            or to the Office Complex, including but not limited to the
            designation of sources from which Lessee may obtain sign painting
            and lettering. Any restriction, designation, limitation or control
            imposed by reason of this subparagraph shall be imposed uniformly
            on Lessee and other tenants occupying space in the Office Complex.

      C.    To retain at all times and to use in appropriate instances keys to
            all doors within and into the Premises. No locks shall be charged
            without the prior written consent of Lessor. This provision shall
            not apply to Lessee's safes or other areas maintained by Lessee for
            the safety and security of monies, securities, negotiable
            instruments or similar items.



                                      -11-







<PAGE>   12
      D.    To make repairs, improvements, alterations, additions or
            installations, whether structural or otherwise, in and about the
            Office Complex, or any part thereof, and for such purposes to enter
            upon the Premises, and during the continuation of any of said work,
            to temporarily close doors, entry ways, public spaces and corridors
            in the Office Complex and to interrupt or temporarily suspend
            services and facilities.

      E.    To restrict or prohibit vending or dispensing machines of any kind
            in or about the Premises; provided, however, Lessor consents to the
            installation of vending machines in the pantry or kitchen areas of
            the Premises for the dispensing without charge of soda and other
            similar drinks and snack foods to Lessee's employees, clients and
            visitors.

      F.    To approve the weight, size and location of safes and other heavy
            equipment and articles in and about the Premises and the Office
            Complex and to require all such items to be moved into and out of
            the Office Complex and the Premises only at such times and in such
            manner as Lessor shall direct in writing.


      G.    To grant to anyone the exclusive rights to conduct any particular
            business or undertaking in the Office Complex other than general
            office use, including but not limited to the following businesses:
            banks, savings and loan associations, restaurants, cafeterias, candy
            and/or tobacco shops, and other stores selling retail products.

      Lessor and its agents may enter the Premises at any time in case of 
emergency and shall have the right to use any and all means which Lessor may 
deem proper to open such doors during an emergency in order to obtain entry to 
the Premises. Any entry to the Premises obtained by Lessor in the event of an 
emergency shall not, under any circumstances, be construed or deemed to be a 
forcible or unlawful entry into, or detainer of, the Premises, or to be an 
eviction of Lessee from the Premises or any portion thereof.

      Lessee shall permit Lessor and its agents, upon notice, to enter and pass 
through the Premises or any part thereof at reasonable times during normal 
business hours to: (a) post notices of nonresponsibility; and (b) exhibit the 
Premises to holders of encumbrances on the interest of Lessor under the Lease 
and to prospective purchasers, mortgagees or lessees of the Office Complex. If, 
during the last month of the Lease term, Lessee shall have removed 
substantially all of Lessee's property and personnel from the Premises, Lessor 
may enter the Premises and repair, alter, and redecorate the same, without 
abatement of rent and without liability to Lessee, and such acts shall have no 
effect on this Lease.

      All covenants and agreements to be performed by Lessee under any of the 
terms of this Lease shall be performed by Lessee at Lessee's sole cost and 
expense and without any abatement of rent. If Lessee shall fail to pay any sum 
of money (other than rent due Lessor) required to be paid by it hereunder or 
shall fail to perform any other act on its part to be performed hereunder, 
including, but not limited to, the failure to commence and complete repairs 
promptly and adequately, and the failure to remove any liens or otherwise to 
perform any act or fulfill any obligation required of Lessee under this Lease, 
Lessor may, but shall not be obligated to do so, and without waiving or 
releasing Lessee from any obligations of Lessee, make any such payment or 
perform any such act on Lessee's part to be made or performed as in this Lease 
provided. All sums so paid by Lessor and all necessary incidental costs, 
together with an administrative charge in the amount of fifteen percent (15%) 
of any costs incurred by Lessor, and interest thereon at the rate set forth in 
Article III accruing from the date paid





                                      -12-
<PAGE>   13
or incurred by Lessor until reimbursed to Lessor by Lessee, shall be payable to 
Lessor by Lessee as rent on demand and Lessee covenants to pay all such sums. 
Lessor shall have (in addition to any other right or remedy of Lessor) the same 
rights and remedies in the event of Lessee's nonpayment of such sums, as in 
the case of default by Lessee in the payment of rent to Lessor.

ARTICLE VIII.  ALTERATIONS AND IMPROVEMENTS: Lessee shall not make any 
improvements, alterations, additions or installations in or to the Premises 
(hereinafter referred to as "Work") without Lessor's prior written consent, 
which consent may be withheld in Lessor's sole discretion. Along with any 
request for Lessor's consent and before commencement of the Work or delivery of 
any materials to be used in the Work to the Premises or into the Office 
Complex, Lessee shall furnish Lessor with plans and specifications, names and 
addresses of contractors, copies of contracts, necessary permits and licenses, 
an indemnification in such form and amount as may be reasonably satisfactory to 
Lessor, and a performance bond executed by a commercial surety reasonably 
satisfactory to Lessor in an amount equal to the cost of the Work and for the 
payment of all liens for labor and material arising therefrom. Lessee agrees to 
defend and hold Lessor forever harmless from any and all claims and liabilities 
of any kind and description which may arise out of or be connected in any way 
with said improvements, alterations, additions or installations. All Work shall 
be done only by contractors or mechanics reasonably approved by Lessor and at 
such time and in such manner as Lessor may from time to time reasonably 
designate. All Work done by Lessee or its agents, employees or contractors 
shall be done in such a manner as to avoid labor disputes. Lessee shall pay the 
cost of all such improvements, alterations, additions or installations 
(including a reasonable charge for Lessor's services and for Lessor's 
inspection and engineering time) and the cost of painting, restoring or 
repairing the Premises and the Office Complex occasioned by such improvements, 
alterations, additions or installations. Upon completion of the Work, Lessee 
shall furnish Lessor with contractor's affidavits, full and final waivers of 
liens and receipted bills covering all labor and materials expended and used. 
The Work shall comply with all insurance requirements and all laws, ordinances, 
rules and regulations of all governmental authorities and shall be constructed 
in a good and workmanlike manner. Lessee shall permit Lessor to inspect 
construction operations in connection with the Work. Lessee shall not be 
allowed to make any improvements, alterations, additions or installations if 
such action results or would result in a labor dispute or otherwise would 
materially interfere with Lessor's operation of the Office Complex. Lessor, by 
written notice to Lessee given at or prior to termination of this Lease, may 
require Lessee, at Lessee's sole cost and expense, to remove any improvements, 
alterations, additions or installations installed by Lessee in the Premises and 
to repair or restore any damage caused by the installation and removal of such 
improvements, alterations, additions or installations; provided, however, the 
only improvements, alterations, additions or installations which Lessee shall 
remove shall be those specified in Lessor's notice. Lessee shall keep the 
Premises and the Office Complex free from any liens arising out of any work 
performed, material furnished or obligations incurred by Lessee, and shall 
indemnify, protect, defend and hold harmless Lessor from any liens and 
encumbrances arising out of any work performed or material furnished by or at 
the direction of Lessee. In the event that Lessee shall not, within twenty (20) 
days following the imposition of any such lien, cause such lien to be released 
of record by payment or posting of a proper bond, Lessor shall have, in 
addition to all other remedies provided herein and by law, the right, but not 
the obligation, to cause the same to be released by such means as it shall deem 
proper, including payment of and/or defense against the claim giving rise to 
such lien. All such sums paid by Lessor and all expenses incurred by it in 
connection therewith, including attorney's fees and costs, shall be payable as 
Additional Rent to



                                      -13-
<PAGE>   14
Lessor by Lessee on demand with interest at the rate provided in Article III
accruing from the date paid or incurred by Lessor until reimbursed to Lessor by
Lessee.

ARTICLE IX. REPAIRS: Subject to Article VI hereof, Lessee shall, during the term
of this Lease, at Lessee's expense, keep the Premises in as good order,
condition and repair as they were at the time Lessee took possession of the
same, reasonable wear and tear and damage from fire and other casualties
excepted. Lessee shall keep the Premises in a neat and sanitary condition, and
Lessee shall not commit any nuisance or waste on the Premises or in, on or about
the Office Complex, throw foreign substances in the plumbing facilities, or
waste any of the utilities furnished by the Lessor. All uninsured damage or
injury to the Premises or to the Office Complex caused by Lessee moving
furniture, fixtures, equipment or other devices in or out of the Premises or the
Office Complex or by installation or removal of furniture, fixtures, equipment,
devices or other property of Lessee or its agents, contractors, servants or
employees, due to carelessness, omission, neglect, improper conduct or other
cause of Lessee or its servants, employees, agents, visitors or licensees, shall
be repaired, restored and replaced promptly by Lessee at its sole cost and
expense to the satisfaction of Lessor. All repairs, restorations and
replacements shall be in quality and class equal to the original work and shall
comply with all requirements of this Lease.

     Lessor and its employees and agents shall have the right to enter the
Premises at any reasonable time or times for the purpose of inspection,
cleaning, repairs, altering or improving the same but nothing contained herein
shall be construed as imposing any obligation on Lessor to make any repairs,
improvements, alterations, additions or installations which are the obligation
of Lessee.

     Lessee shall give written notice to Lessor at least thirty (30) days prior
to vacating the Premises for the express purpose of arranging a meeting with
Lessor for a joint inspection of the Premises. In the event of Lessee's failure
to give such notice and arrange such joint inspection, lessor's inspection at or
after Lessee's vacation of the premises shall be conclusively deemed correct for
purposes of determining Lessee's responsibility for repairs and restoration
hereunder.

ARTICLE X. ASSIGNMENT AND SUBLETTING: Lessee shall not, without the prior
written consent of Lessor, (i) transfer, pledge, mortgage or assign this Lease
or any interest hereunder; (ii) permit any assignment of this Lease by voluntary
act, operation of law or otherwise; (iii) sublet the Premises or any part
thereof; or (iv) permit the use of the Premises by any parties other than Lessee
and its agents and employees. Lessee shall seek such written consent of Lessor
by a written request therefor, setting forth such information as Lessor may deem
necessary. Lessee shall, by notice in writing, advise Lessor of Lessee's
intention, from, on and after a stated date (which shall not be less than thirty
[30] days after the date of Lessee's notice), to assign this Lease or to sublet
any part or all of the Premises for the balance or any part of the term.
Lessee's notice shall include all of the terms of the proposed assignment or
sublease and shall state the consideration therefor. In such event, Lessor shall
have the right, to be exercised by giving written notice to Lessee within thirty
(30) days after receipt of Lessee's notice, to recapture the space described in
Lessee's notice and such recapture notice shall, if given, cancel and terminate
this Lease with respect to the space therein described as of the date stated in
Lessee's notice. Lessee's notice shall state the name and address of the
proposed assignee or subtenant and a true and complete copy of the proposed
assignment or sublease shall be delivered to Lessor with Lessee's notice. If
Lessee's notice shall cover all of the Premises, and Lessor shall have exercised
its foregoing recapture right, the term

                                      -14-
<PAGE>   15
of this Lease shall expire and end on the date stated in Lessee's notice as
fully and completely as if that date had been herein definitely fixed for the
expiration of the term. If, however, this Lease be canceled with respect to less
than the entire Premises, the Base Rent and Additional Rent shall be equitably
adjusted by Lessor with due consideration of the size, location, type and
quality of the portion of the Premises so remaining after the "recapture" and
such rent shall be reduced accordingly from and after the termination date for
said portion, and this Lease as so amended shall continue thereafter in full
force and effect. The rent adjustments provided for herein shall be evidenced by
an amendment to this Lease executed by Lessor and Lessee. If this Lease shall be
terminated in the manner aforesaid, either as to the entire Premises or only a
portion thereof, to such extent the term of this Lease shall end upon the
appropriate effective date of the proposed sublease or assignment as if that
date had been originally fixed in this Lease for such expiration, and in the
event of a termination affecting less than the entire Premises, Lessee shall
comply with Article XIII ("Surrender of Premises") of this Lease with respect to
such portion of the Premises affected thereby.

     In the event of any termination pursuant to this paragraph, Lessee shall,
at its sole cost and expense, discharge in full (i) any outstanding commission
obligation on the part of Lessor with respect to that part of this Lease so
terminated, and (ii) any commission which may be due and owing as a result of
any proposed assignment or subletting, whether or not the subject portion of the
Premises is "recaptured" pursuant thereto and rented by Lessor to the proposed
tenant or any other tenant.

     If Lessor, upon receiving Lessee's notice with respect to any such space,
shall not exercise its right to recapture as aforesaid, Lessor will not
unreasonably withhold its consent to Lessee's assignment of the Lease or
subletting such space to the party identified in Lessee's notice, provided,
however, that in the event Lessor consents to any such assignment or subletting,
and as a condition thereto, Lessee shall pay to Lessor ninety percent (90%) of
all profit derived by Lessee from such assignment or subletting. For purposes of
the foregoing, profit shall be deemed to include, but shall not be limited to,
the amount of all rent payable by such assignee or sublessee in excess of the
Base Rent, and rent adjustments, payable by Lessee under this Lease. If a part
of the consideration for such assignment or subletting shall be payable other
than in cash, the payment to Lessor shall be in cash for its share of any
non-cash consideration based upon the fair market value thereof.

     Lessee shall and hereby agrees that it will furnish to Lessor upon request
from Lessor a complete statement, certified by an independent certified public
accountant, setting forth in detail the computation of all profit derived and to
be derived from such assignment or subletting, such computation to be made in
accordance with generally accepted accounting principles. Lessee agrees that
Lessor and its authorized representatives shall be given access at all
reasonable times to the books, records and papers of Lessee relating to any such
assignment or subletting, and Lessor shall have the right to make copies
thereof. The percentage of Lessee's profit due Lessor hereunder shall be paid by
Lessee to Lessor within five (5) days of receipt by Lessee of all payments made
from time to time by such assignee or sublessee to Lessee.

     For purposes of the foregoing, any change in the partners of Lessee, if
Lessee is a partnership, or, if Lessee is a corporation, any transfer of any or
all of the shares of stock of Lessee by sale, assignment, operation of law or
otherwise resulting in a change in the present control of such corporation by
the person or persons owning a majority of such shares as of the date of this
Lease, shall be deemed to be an assignment within the meaning of this Article X.


                                      -15-
<PAGE>   16
     Any subletting or assignment hereunder shall not release or discharge
Lessee of or from any liability, whether past, present or future, under this
Lease, and Lessee shall continue fully liable thereunder. The subtenant or
subtenants or assignee shall agree in a form satisfactory to Lessor to comply
with and be bound by all of the terms, covenants, conditions, provisions and
agreements of this Lease to the extent of the space sublet or assigned, and
Lessee shall deliver to Lessor promptly after execution an executed copy of each
such sublease or assignment and an agreement of compliance by each such
subtenant or assignee. Consent by Lessor to any assignment of this Lease or to
any subletting of the Premises shall not be a waiver of Lessor's rights under
this Article X as to any subsequent assignment or subletting.

     Any sale, assignment, mortgage, transfer or subletting of this Lease which
is not in compliance with the provisions of this Article X shall be of no effect
and void. Lessor's right to assign its interest in this Lease shall remain
unqualified. Lessor may make a reasonable charge to Lessee for any reasonable
attorneys' fees or expenses incident to a review of any documentation related to
any proposed assignment or subletting by Lessee.

     Notwithstanding anything to the contrary in this Lease, Lessee shall not
assign its rights under this Lease or sublet all or part of the Premises to a
person, firm or corporation which is (or, immediately prior to such subletting
or assignment, was) a tenant or occupant of the Office Complex or any office
building on property contiguous to the Office Complex owned by Lessor.

     The consent of Lessor to a transfer may not be unreasonably withheld,
provided that should Lessor withhold its consent for any of the following
reasons, which list is not exclusive, such withholding shall be deemed to be
reasonable:

     (a) Financial strength of the proposed transferee is not at least equal to
         that of Lessee at the time of execution of this Lease or of tenants
         occupying comparable premises in the Office Complex or in other 
         buildings owned or operated by Lessor located in the same metropolitan 
         area as the Office Complex;

     (b) A proposed transferee whose occupation of the Premises would cause a 
         diminution in the reputation of the Office Complex or the other 
         businesses located therein;

     (c) A proposed transferee whose impact on the common areas or the other 
         occupants of the Office Complex would be disadvantageous; or

     (d) A proposed transferee whose occupancy will require any variation in 
         the terms and conditions of this Lease.

     Lessee agrees that its personal business skills and philosophy were an
important inducement to Lessor for entering into this Lease and that Lessor may
reasonably object to the transfer of the Premises to another tenant whose
proposed use, while permitted by this Lease, would involve a different quality,
manner or type of business skill than that of Lessee.

ARTICLE XI. DAMAGE BY FIRE OR OTHER CASUALTY: If fire or other casualty shall 
render the whole or any material portion of the Premises untenantable, and the 
Premises can reasonably be expected to be made tenantable within one hundred 
twenty (120) days from the date of such event, then Lessor shall repair and 
restore the Premises and the Office Complex to as near their condition prior to 
the fire or other casualty as is reasonably possible within such one hundred 
twenty (120) day period (subject to delays for causes beyond Lessor's 
reasonable control) and notify Lessee that it will be doing so, such notice to 
be mailed within thirty (30) days from


                                      -16-

<PAGE>   17
the date of such damage or destruction, and this Lease shall remain in full 
force and effect, but the rent for the period during which the Premises are 
untenantable shall be abated pro rata (based upon the portion of the Premises 
which is untenantable). If Lessor is required to repair the Office Complex 
and/or the Premises, as aforesaid, said work shall be undertaken and prosecuted 
with all due diligence and speed.

        If fire or other casualty shall render the whole or any material part 
of the Premises untenantable and the Premises cannot reasonably be expected to 
be made tenantable within one hundred twenty (120) days from the date of such 
event, then either party, by notice in writing to the other mailed within 
thirty (30) days from the date of such damage or destruction, may terminate 
this Lease effective upon a date within thirty (30) days from the date of such 
notice.

        In the event that more than fifty percent (50%) of the value of the 
specific office structure of which the Premises is a part is damaged or 
destroyed by fire or other casualty, and irrespective of whether damage or 
destruction can be made tenantable within one hundred twenty (120) days 
thereafter, then at Lessor's option, by written notice to Lessee, mailed within 
forty-five (45) days from the date of such damage or destruction, Lessor may 
terminate this Lease effective upon a date within ninety (90) days from the 
date of such notice to Lessee.

        If fire or other casualty shall render any portion of the Premises or 
any material portion of the Office Complex untenantable and the insurance 
proceeds are not sufficient to make repairs, then Lessor may, by notice to 
Lessee, mailed within thirty (30) days from the date of such damages or 
destruction, terminate this Lease effective upon a date within thirty (30) days 
from the date of such notice.

        If the Premises or the Office Complex is damaged, and such damage is of 
the type insured against under the fire and special form property damage 
insurance maintained by Lessor hereunder, the cost of repairing said damage up 
to the amount of the deductible under said insurance policy shall be included 
as a part of the Operating Expenses. If the damage is not covered by such 
insurance policies and Lessor elects to repair the damage, then Lessee shall 
pay Lessor a pro rata share of the "deductible amount" (if any) under Lessor's 
insurance policies based on Lessee's percentage interest of the Premises and, 
if the damage was due to an act or omission of Lessee, Lessee shall pay Lessor 
the difference between the actual cost of repair and any insurance proceeds 
received by Lessor.

        If fire or other casualty shall render the whole or any material part 
of the Premises untenantable and the Premises cannot reasonably be expected to 
be made tenantable within one hundred twenty (120) days from the date of such 
event and neither party hereto terminates this Lease pursuant to its rights 
herein or in the event that more than fifty percent (50%) of the value of the 
Office Complex is damaged or destroyed by fire or other casualty, and Lessor 
does not terminate this Lease pursuant to its option granted herein, or in the 
event that fifty percent (50%) or less of the value of the Office Complex is 
damaged or destroyed by fire or other casualty and neither the whole nor any 
material portion of the Premises is rendered untenantable, then Lessor shall 
repair and restore the Premises and the Office Complex to as near their 
condition prior to the fire or other casualty as is reasonably possible with 
all due diligence and speed (subject to delays for causes beyond Lessor's 
reasonable control) and the rent for the period during which the Premises are 
untenantable shall be abated pro rata (based upon the portion of the Premises 
which is untenantable). In no event shall Lessor be obligated to repair or 
restore any special equipment or improvements installed by Lessee.


                                      -17-
<PAGE>   18
Anything herein contained to the contrary notwithstanding, Lessor shall not be
obligated to spend more than the net insurance proceeds received by Lessor on
account of any fire or other casualty in order to repair or restore the 
Premises or the Office Complex following such casualty; provided, however, 
Lessor shall notify Lessee promptly after the casualty if Lessor is unwilling 
to expend more than the net insurance proceeds.

       In the event of a termination of this Lease pursuant to this Article XI, 
rent shall be apportioned on a per diem basis and paid to the date of the fire 
or other casualty.

ARTICLE XII. EMINENT DOMAIN. If the whole of or any substantial part of the 
Premises is taken by any public authority under the power of eminent domain, 
or taken in any manner for any public or quasi-public use, so as to render the 
remaining portion of the Premises unsuitable for the purposes intended 
hereunder, then the term of this Lease shall cease as of the day possession 
shall be taken by such public authority and Lessor shall make a pro rata refund 
of any prepaid rent. All damages awarded for such taking under the power of 
eminent domain or any like proceedings shall belong to and be the property of 
Lessor, Lessee hereby assigning to Lessor Lessee's interest, if any, in said 
award. In the event that fifty percent (50%) or more of the building area or 
fifty percent (50%) or more of the value of the Office Complex is taken by 
public authority under the power of eminent domain, then, at Lessor's option,
by written notice to Lessee mailed within sixty (60) days from the date 
possession shall be taken by such public authority, Lessor may terminate this 
Lease effective upon a date within ninety (90) days from the date of such 
notice to Lessee. Further, if the whole of or any material part of the Premises 
is taken by public authority under the power of eminent domain, or taken in any 
manner for any public or quasi-public use, so as to render the remaining 
portion of the Premises unsuitable for the purposes intended hereunder, upon 
delivery of possession to the condemning authority pursuant to the proceedings, 
Lessee may, at its option, terminate this Lease as to the remainder of the 
Premises by written notice to Lessor, such notice to be given to Lessor within 
thirty (30) days after Lessee receives notice of the taking. Lessee shall not 
have the right to terminate this Lease pursuant to the preceding sentence 
unless (i) the business of Lessee conducted in the portion of the Premises 
taken cannot be carried on with substantially the same utility and efficiency 
in the remainder of the Premises (or any substitute space securable by Lessee 
pursuant to clause (ii) hereof); and (ii) Lessee cannot secure substantially 
similar (in Lessee's reasonable judgment) alternate space upon the same terms 
and conditions as set forth in this Lease (including rental) from Lessor in the 
Office Complex. Any notice of termination shall specify the date no more than 
sixty (60) days after the giving of such notice as the date for such 
termination.

       Anything in this Article XII to the contrary notwithstanding, Lessee 
shall have the right to prove in any condemnation proceedings and to receive 
any separate award which may be made for damages to or condemnation of Lessee's 
movable trade fixtures and equipment and for moving expenses; provided, 
however, Lessee shall in no event have any right to receive any award for its 
interest in this Lease or for loss of leasehold; and, provided further, Lessee 
shall not be entitled to claim any award to the extent the award to Lessor 
would be reduced below the amount which would be allowed to Lessor absent such 
claim by Lessee. Anything in this Article XII to the contrary notwithstanding, 
in the event of a partial condemnation of the Office Complex or the Premises 
and this Lease is not terminated, Lessor shall, at its sole cost and expense, 
restore the Premises and Office Complex to a complete architectural unit and 
the Base Rent provided for herein during the period from and after the date of 
delivery of possession pursuant to such proceedings to the termination of this 
Lease shall be

                                      -18-
<PAGE>   19
               reduced to a sum equal to the product of the Base Rent provided 
               for herein multiplied by a fraction, the numerator of which is 
               the fair market rent of the Premises after such taking and after
               the same has been restored to a complete architectural unit, and
               the denominator of which is the fair market rent of the Premises
               prior to such taking.

               ARTICLE XIII.  SURRENDER OF PREMISES:  On the last day of the
               term of this Lease, or on the sooner termination thereof, Lessee
               shall peaceably surrender the Premises in good condition and
               repair consistent with Lessee's duty to make repairs as herein
               provided. On or before the last day of the term of this Lease, or
               the date of sooner termination thereof, Lessee shall, at its sole
               cost and expense, remove all of its property and trade fixtures
               and equipment from the Premises, and all property not removed
               shall be deemed abandoned. Lessee hereby appoints Lessor its
               agent to remove all property or Lessee from the Premises upon
               termination of this Lease and to cause its transportation and
               storage for Lessee's benefit, all at the sole cost and risk of
               Lessee, and Lessor shall not be liable for damage, theft,
               misappropriation or loss thereof and Lessor shall not be liable
               in any manner in respect thereto. Lessee shall pay all costs and
               expenses of such removal, transportation and storage. Lessee
               shall leave the Premises in good order, condition and repair,
               reasonable wear and tear and damage from fire and other casualty
               not caused by Lessee excepted. Lessee shall reimburse Lessor upon
               demand for any expenses incurred by Lessor with respect to
               removal, transportation or storage of abandoned property and with
               respect to restoring said Premises to good order, condition and
               repair. All improvements, alterations, additions, installations
               and fixtures, other than Lessee's trade fixtures and equipment,
               which have been made or installed by either Lessor or Lessee upon
               the Premises shall remain the property of Lessor and shall be
               surrendered with the Premises as a part thereof, unless Lessee is
               required to remove same pursuant to the provisions of Article
               VIII hereof. If the Premises are not surrendered at the end of
               the term or sooner termination thereof, Lessee shall indemnify
               Lessor against loss or liability resulting from delay by Lessee
               in so surrendering the Premises, including, without limitation,
               claims made by any succeeding tenants founded on such delay and
               any attorneys' fees resulting therefrom. Lessee shall promptly
               surrender all keys for the Premises to Lessor at the place then
               fixed for the payment of rent and shall inform Lessor of the
               combinations of any vaults, locks and safes left on the Premises.

                    In the event Lessee remains in possession of the Premises 
               after expiration of this lease and without the execution of a 
               new lease, but with Lessor's written consent, Lessee shall be 
               deemed to be occupying the Premises as a tenant from 
               month-to-month, subject to all the provisions, conditions and 
               obligations of this Lease insofar as the same can be applicable 
               to a month-to-month tenancy, except that the Base Rent shall be 
               escalated to Lessor's then current base rent for the Premises 
               according to Lessor's then current rental rate schedule for 
               prospective tenants. In the event Lessee remains in possession 
               of the Premises after expiration of this Lease and without the 
               execution of a new lease and without Lessor's written consent, 
               Lessee shall be deemed to be occupying the Premises without 
               claim of right and Lessee shall pay Lessor for all costs arising
               out of loss or liability resulting from delay by Lessee in so 
               surrendering the Premises as above provided and shall pay a 
               charge for each day of occupancy in an amount equal to the 
               greater of (i) double the Base Rent and Additional Rent (on a 
               daily basis) then currently being charged by Lessor on new 
               leases in the Office Complex for space similar to the Premises, 
               or (ii) double the Base Rent and Additional Rent (on a daily 
               basis) payable by Lessee under this Lease immediately prior 
               the expiration of this Lease.

               ARTICLE XIV.  DEFAULT OF LESSEE:  The occurrence of any one or 
               more of the following events (in this Article sometimes called 
               "Event



                                      -19-
<PAGE>   20
of Default") shall constitute a default and breach of this Lease by Lessee:

     A.   If Lessee fails to pay any Base Rent or Additional Rent payable under
          this Lease or fails to pay any obligation required to be paid by
          Lessee when and as the same shall become due and payable, and such
          default continues for a period of five (5) days after written notice
          thereof given by Lessor to Lessee.

     B.   If Lessee fails to perform any of Lessee's nonmonetary obligations
          under this Lease for a period of thirty (30) days after written notice
          from Lessor; provided that if more time is required to complete such
          performance, Lessee shall not be in default if Lessee commences such
          performance within the thirty-day period and thereafter diligently
          pursues its completion. However, Lessor shall not be required to give
          such notice if Lessee's failure to perform constitutes a non-curable
          breach of this Lease. The notice required by this subsection is
          intended to satisfy any and all notice requirements imposed by law on
          Lessor and is not in addition to any such requirement.

     C.   If Lessee, by operation of law or otherwise, violates the provisions
          of Article X hereof relating to assignment, sublease, mortgage or
          other transfer of Lessee's interest in this Lease or in the Premises
          or in the income arising therefrom.

     D.   If Lessee, by operation of law or otherwise, violates the provisions
          of Article XVI.R relating to compliance with environmental laws.

     E.   If (i) Lessee makes a general assignment or general arrangement for
          the benefit of creditors; (ii) a petition for adjudication of
          bankruptcy or for reorganization or rearrangement is filed by or
          against Lessee and is not dismissed within thirty (30) days; (iii) if
          a trustee or receiver is appointed to take possession of substantially
          all of Lessee's assets located at the Premises or of Lessee's interest
          in this Lease and possession is not restored to Lessee within thirty
          (30) days; or (iv) if substantially all of Lessee's assets located at
          the Premises or of Lessee's interest in this Lease is subjected to
          attachment, execution or other judicial or non-judicial seizure which
          is not discharged within thirty (30) days. If a court of competent
          jurisdiction determines that any of the acts described in this
          subsection does not constitute an Event of Default and a trustee is
          appointed to take possession (or if Lessee remains a debtor in
          possession) and such trustee or Lessee transfers Lessee's interest
          hereunder, then Lessor shall receive, as Additional Rent, the
          difference between the rent (or any other consideration) paid in
          connection with such assignment or sublease and the rent payable by
          Lessee hereunder. As used in this subsection, the term "Lessee" shall
          also mean any guarantor of Lessee's obligations under this Lease. If
          any such Event of Default shall occur, Lessor, at any time during the
          continuance of any such Event of Default, may give written notice to
          Lessee stating that this Lease shall expire and terminate on the date
          specified in such notice, and upon the date specified in such notice
          this Lease, and all rights of Lessee under this Lease, including all
          rights of renewal whether exercised or not, shall expire and
          terminate, or in the alternative or in addition to the foregoing
          remedy, Lessor may assert and

                                      -20-
<PAGE>   21
                have the benefit of any other remedy allowed herein, at law,
                or in equity.

        Upon the occurrence of an Event of Default by Lessee, and at any time 
thereafter, with or without notice or demand and without limiting Lessor in the 
exercise of any right or remedy which Lessor may have, Lessor shall be entitled 
to the rights and remedies set forth below:

        A.      Terminate Lessee's right to possession of the Premises by any 
                lawful means, in which case this Lease shall not terminate
                unless Lessor gives written Notice to Lessee of its intention to
                terminate this Lease and Lessee shall immediately surrender
                possession of the Premises to Lessor. In such event, Lessor
                shall have the immediate right to reenter and remove all persons
                and property, and such property may be removed and stored in a
                public warehouse or elsewhere at the cost of, and for the
                account of Lessee, all without service of notice or resort to
                legal process and without being deemed guilty of trespass, or
                becoming liable for any loss or damage which may be occasioned
                thereby. In the event that Lessor shall elect to so terminate
                this Lease, then Lessor shall be entitled to recover from Lessee
                all damages incurred by Lessor by reason of Lessee's default,
                including:

                1.  The equivalent of the amount of the Base Rent and Additional
                    Rent which would be payable under this Lease by Lessee if
                    this Lease were still in effect, less

                2.  The net proceeds of any reletting affected pursuant to the
                    provisions of this Article XIV hereof after deducting all of
                    Lessor's reasonable expenses in connection with such
                    reletting, including, without limitation, all repossession
                    costs, brokerage commissions, legal expenses, reasonable
                    attorneys' fees, alteration costs, and expenses of
                    preparation of the Premises, or any portion thereof, for
                    such reletting.

                Lessee shall pay such current damages in the amount determined 
                in accordance with the terms of this Article XIV as set forth in
                a written statement thereof from Lessor to Lessee (hereinafter
                called the "Deficiency"), to Lessor in monthly installments on
                the days on which the rent would have been payable under this
                Lease if this Lease were still in effect, and Lessor shall be
                entitled to recover from Lessee each monthly installment of the
                Deficiency as the same shall arise.

        B.      At any time after an Event of Default, whether or not Lessor 
                shall have collected any monthly Deficiency as set forth in this
                Article XIV, Lessor shall be entitled to recover from Lessee,
                and Lessee shall pay to Lessor, on demand, as and for final
                damages for Lessee's default, an amount equal to the then
                present worth of the aggregate of the Base Rent and Additional
                Rent and any other charges to be paid by Lessee hereunder for
                the unexpired portion of the term of this Lease (assuming this
                Lease had not been terminated). In the computation of present
                worth, a discount at the rate of 6% per annum shall be employed.
                If the Premises, or any portion thereof, shall be relet by
                Lessor for the unexpired term of this Lease, or any part
                thereof, before presentation of proof of such damages to any
                court, commission or tribunal, the amount of rent received upon
                such reletting shall be offset against any



                                      -21-
<PAGE>   22
          monies claimed pursuant to this subsection. Nothing herein contained
          or contained in this Article XIV shall limit or prejudice the right of
          Lessor to prove for and obtain, as damages, an amount equal to the
          maximum allowed by any statute or rule of law in effect at the time
          when, and governing the proceedings in which, such damages are to be
          proved, whether or not such amount be greater, equal to or less than
          the amount of the difference referred to above.

     C.   Upon the occurrence of an Event of Default by Lessee, Lessor shall
          also have the right, with or without terminating this Lease, to
          reenter the Premises to 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 and for the account of Lessee.
          If Lessor shall elect to reenter the Premises, Lessor shall not be
          liable for damages by reason of such reentry.

     D.   If Lessor does not elect to terminate this Lease as provided in this
          Article XIV then Lessor may, from time to time, recover all rent as it
          becomes due under this Lease. At any time thereafter, Lessor may elect
          to terminate this Lease and to recover damages to which Lessor is
          entitled.

     E.   In the event that Lessor should elect to terminate this Lease and to
          relet the Premises, it may execute any new lease in its own name. In
          the event that Lessor should not elect to terminate this Lease, it may
          re-let the Premises to a substitute tenant. Lessee hereunder shall
          have no right or authority whatsoever to collect any rent from such
          substitute tenant. The proceeds of any such reletting shall be applied
          as follows:

          1.   First, to the payment of any indebtedness other than rent due
               hereunder from Lessee to Lessor, including but not limited to
               storage charges or brokerage commissions owing from Lessee to
               Lessor as the result of such reletting;

          2.   Second, to the payment of the costs and expenses of reletting the
               Premises, including alterations and repairs which Lessor, in its
               sole discretion, deems reasonably necessary and advisable and
               reasonable attorneys' fees incurred by Lessor in connection with
               the retaking of the Premises and such reletting;

          3.   Third, to the payment of rent and other charges due and unpaid 
               hereunder; and

          4.   Fourth, to the payment of future rent and other damages payable 
               by Lessee under this Lease.

     Lessor shall not be deemed to have terminated this Lease and the Lessee's 
right to possession of the leasehold or the liability of Lessee to pay rent 
thereafter to accrue or its liability for damages under any of the provisions 
hereof, unless Lessor shall have notified Lessee in writing that it has so 
elected to terminate this Lease. Lessee covenants that the retaking of 
possession by Lessor or the service by Lessor of any notice pursuant to the 
applicable unlawful detainer statutes of the state in which the Office Complex 
is located and Lessee's surrender of possession pursuant to such notice shall 
not (unless Lessor elects to the contrary at the time of, or at any time 
subsequent to the service of, such notice, and such election be evidenced by a 
written notice to Lessee) be deemed to be a termination of this Lease or of 
Lessee's right to possession thereof.

                                      -22-

<PAGE>   23
     All rights, options and remedies of Lessor contained in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Lessor 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 whether or
not stated in this Lease. No waiver by Lessor of a breach of any of the terms,
covenants or conditions of this Lease by Lessee shall be construed or held to be
a waiver of any succeeding or preceding breach of the same or any other term,
covenant or condition therein contained. No waiver of any default of Lessee
hereunder shall be implied from any omission by Lessor to take any action on
account of such default if such default persists or is repeated, and no express
waiver shall affect default other than as specified in said waiver. The consent
or approval by Lessor to or of any act by Lessee requiring Lessor's consent or
approval shall not be deemed to waive or render unnecessary Lessor's consent to
or approval of any subsequent similar acts by Lessee.

     Lessee shall reimburse Lessor, upon demand, for any costs or expenses
incurred by Lessor in connection with any breach or default of Lessee under this
Lease, whether or not suit is commenced or judgment entered. Such costs shall
include, but not be limited to: legal fees and costs incurred for the
negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if
any action for breach of or to enforce the provisions of this Lease is
commenced, the court in such action shall award to the party in whose favor a
judgment is entered a reasonable sum as attorneys' fees and costs. Such
attorneys' fees and costs shall be paid by the losing party in such action.
Lessee shall also indemnify Lessor against and hold Lessor harmless from all
costs, expenses, demands and liability incurred by Lessor if Lessor becomes or
is made a party to any claim or action (a) instituted by Lessee, or by any third
party against Lessee; (b) for foreclosure of any lien for labor or material
furnished to or for Lessee or such other person; (c) otherwise arising out of or
resulting from any act or transaction of Lessee or such other person; or (d)
necessary to protect Lessor's interest under this Lease in a bankruptcy
proceeding or other proceeding under Title 11 of the United States Code, as
amended. Lessee shall defend Lessor against any such claim or action at Lessee's
expense with counsel reasonably acceptable to Lessor or, at Lessor's election,
Lessee shall reimburse Lessor for any legal fees or costs incurred by Lessor in
any such claim or action.

     In addition, Lessee shall pay Lessor's reasonable attorneys' fees incurred
in connection with Lessee's request for Lessor's consent in connection with any
act which Lessee proposed to do and which requires Lessor's consent.

     Lessee hereby waives all claims by Lessor's reentering and taking
possession of the Premises or removing and storing the property of Lessee as
permitted under this Lease and will save Lessor harmless from all losses, costs
or damages occasioned Lessor thereby. No such reentry shall be considered or
construed to be a forcible entry by Lessor.

ARTICLE XV. SUBORDINATION: This Lease shall be subject and subordinate to any
mortgage, deed of trust or ground lease now or hereafter placed upon the
Premises, the Office Complex, the Property or any portion thereof by Lessor or
its successors or assigns, and to amendments, replacements, renewals and
extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute
and deliver any instruments, releases or other documents that may be reasonably
required for the purpose of subjecting and subordinating this Lease, as above
provided, to the lien of any such mortgage, deed of trust or ground lease. It is
agreed, nevertheless, that as long as Lessee is not in default in the payment of
Base Rent, Additional Rent, and other charges to be paid by Lessee under this
Lease and in the performance of all covenants, agreements and con-


                                      -23-
<PAGE>   24
ditions to be performed by Lessee under this Lease, then neither Lessee's right 
to quiet enjoyment under this Lease, nor the right of Lessee to continue to 
occupy the Premises and to conduct its business thereon, in accordance with the 
terms of this Lease as against any lessor, lessee, mortgagee, trustee or their 
successors or assigns shall be interfered with.

       The above subordination shall be effective without the necessity of the 
execution and delivery of any further instruments on the part of Lessee to 
effectuate such subordination. Notwithstanding anything hereinabove contained 
in this Article XV, in the event the holder of any mortgage, deed of trust or 
ground lease shall at any time elect to have this Lease constitute a prior and 
superior lien to its mortgage, deed of trust or ground lease, then, and in such 
event, upon any such holder or landlord notifying Lessee to that effect in 
writing, this Lease shall be deemed prior and superior in lien to such 
mortgage, deed of trust or ground lease, whether this Lease is dated prior to 
or subsequent to the date of such mortgage, deed of trust or ground lease, and 
Lessee shall execute such attornment agreement as may be reasonably requested 
by said holder or Lessor.

       Lessee agrees, provided the mortgagee, ground lessor or trust deed 
holder under any mortgage, ground lease, deed of trust or other security 
instrument shall have notified Lessee in writing (by the way of a notice of 
assignment of lease or otherwise) of its address, that Lessee shall give such 
mortgagee, ground lessor, trust deed holder or other secured party 
("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered 
or certified mail, a copy of any such notice of default served upon Lessor. 
Lessee further agrees that said Mortgagee shall have the right to cure any 
alleged default during the same period that Lessor has to cure such default.

ARTICLE XVI. MISCELLANEOUS:

       A.     Lessee represents that Lessee has dealt directly with and only 
              with Lee & Associates Arizona (Craig Coppolla and Jim Watkins) 
              and Greystone Properties (Jim Marohnic), as brokers, in 
              connection with this Lease and that insofar as Lessee knows, no 
              other broker negotiated or participated in negotiations of this 
              Lease or submitted or showed the Premises or is entitled to any 
              commission in connection therewith. Lessor and Lessee agree that 
              no broker shall be entitled to any commission in connection with 
              any renewal of the term of this Lease or any expansion of the 
              Premises.

       B.     Lessee agrees from time to time, upon not less than ten (10) days 
              prior written request by Lessor, to deliver to Lessor a statement 
              in writing certifying (i) this Lease is unmodified and in full 
              force and effect (or if there have been modifications that the 
              Lease as modified is in full force and effect and stating the 
              modifications); (ii) the dates to which the rent and other 
              charges have been paid; (iii) Lessor is not in default in any 
              provision of this Lease or, if in default, the nature thereof 
              specified in detail; (iv) the amount of monthly rental currently 
              payable by Lessee; (v) the amount of any prepaid rent, and (vi) 
              such other matters as may be reasonably requested by Lessor or 
              any Mortgagee or prospective purchaser of the Office Complex.

                     If Lessee does not deliver such statement to Lessor within 
              such ten (10) day period, Lessor and any prospective purchaser or 
              encumbrancer of the Premises or the Office Complex may 
              conclusively presume and rely upon the following facts: (i) that 
              the terms and provisions of this Lease have not been changed 
              except as

                                      -24-
<PAGE>   25
                otherwise represented by Lessor, (ii) that this Lease has not 
                been cancelled or terminated and is in full force and effect,
                except as otherwise represented by Lessor; (iii) that the
                current amounts of the Base Rent and security deposit are as
                represented by Lessor and that any charges made against the
                security deposit are uncontested and valid; (iv) that there have
                been no subleases or assignments of the Lease; (v) that not more
                than one month's Base Rent or other charges have been paid in
                advance; and (vi) that Lessor is not in default under the Lease.
                In such event, Lessee shall be estopped from denying the truth
                of such facts.

        C.      All notices, demands and requests shall be in writing, and 
                shall be effectively served by forwarding such notice, demand or
                request by certified or registered mail, postage prepaid, or by
                commercial overnight courier service addressed as follows:

                (1)    If addressed to Lessee prior to Commencement:

                       Business Resource Group
                       1515 East Missouri Avenue, #240
                       Phoenix, Arizona 85014
                       Attn: Steven Petersen

                (ii)   If addressed to Lessee after Commencement:

                       Business Resource Group
                       6720 North Scottsdale Road, Ste. 130
                       Scottsdale, Arizona 85253
                       Attn: Steven Petersen

                       with a copy to:

                       Tim Thomas
                       c/o Business Resource Group
                       Suites 100 & 101
                       2150 North First Street
                       San Jose, California 95131

                (iii)  If addressed to Lessor:

                       Scottsdale Spectrum, L.L.C.
                       c/o Opus West Corporation
                       2415 East Camelback Road, Suite 800
                       Phoenix, Arizona 85016-4201
                       Attn: Thomas W. Roberts

                       with a copy to:

                       Opus U.S. Corporation
                       2415 East Camelback Road, Suite 800
                       Phoenix, Arizona 85016-4201
                       Attn: Daniel T. Haug, Esq.

                       with a copy to:

                       Opus West Management Corporation
                       2415 East Camelback Road, Suite 840
                       Phoenix, Arizona 85016-4201
                       Attn: Bret Borg

                       and with a copy to:

                       Meyers Law Firm, P.C.
                       2415 East Camelback Road, Suite 900
                       Phoenix, Arizona 85016
                       Attn: Donald L. Meyers, Esq.



                                      -25-
<PAGE>   26
               or at such other addresses as Lessor and Lessee may hereafter 
               designate by written notice. The effective date of all notices 
               shall be the time of mailing such notice or the date of delivery 
               to a commercial overnight courier service.

          D.   All rights and remedies of Lessor under this Lease or that may be
               provided by law may be executed by Lessor in its own name, 
               individually, or in the name of its agent, and all legal 
               proceedings for the enforcement of any such rights or remedies, 
               including those set forth in Article XIV, may be commenced and 
               prosecuted to final judgment and execution by Lessor in its own 
               name or in the name of its agent.

          E.   Lessor covenants and agrees that Lessee, upon paying the Base 
               Rent, Additional Rent and other charges herein provided for and 
               observing and keeping the covenants, agreements and conditions of
               this Lease on its part to be kept and performed, shall lawfully 
               and quietly hold, occupy and enjoy the Premises during the terms 
               of this Lease. Time is of the essence of this Lease and each and 
               every provision contained herein, and any extension of time 
               granted by Lessor to Lessee for the performance of any 
               obligation of Lessee under this Lease shall not be considered an 
               extension of time for the performance of any subsequent 
               obligation of Lessee under this Lease.

          F.   The covenants and agreements herein contained shall bind and 
               inure to the benefit of Lessor and its successor and assigns and 
               Lessee and its permitted successors and assigns. All obligations 
               of each party constituting Lessee hereunder shall be the joint 
               and several obligations of each such party.

          G.   If any term or provision of this Lease shall to any extent be 
               held invalid or unenforceable, the remaining terms and 
               provisions of this Lease shall not be affected thereby, but each 
               term and provision of this Lease shall be valid and enforced to 
               the fullest extent permitted by law. This Lease shall be 
               construed and enforced in accordance with the laws of the state 
               in which the Premises are located.

          H.   Lessee covenants not to do or suffer any waste or damage or 
               disfigurement or injury to the Premises or the Office Complex 
               and Lessee further covenants that it will not vacate or abandon 
               the Premises during the term of this Lease.

          I.   The term "Lessor" as used in this Lease so far as covenants or 
               obligations on the part of Lessor are concerned shall be limited 
               to mean and include only the owner or owners of the Office 
               Complex at the time in question, and in the event of any transfer
               or transfers or conveyances the then grantor shall be 
               automatically freed and released from all personal liability 
               accruing from and after the date of such transfer or conveyance 
               as respects the performance of any covenant or obligation on the 
               part of Lessor contained in this Lease to be performed, it being 
               intended hereby that the covenants and obligations contained in 
               this Lease on the part of Lessor shall be binding on the Lessor, 
               its successors and assigns, only during and in respect to their 
               respective successive periods and ownership.

                    In the event of a sale or conveyance by Lessor of the 
               Office Complex or any part of the Office Complex, the same shall 
               operate to release Lessor from any future



                                      -26-
<PAGE>   27
               liability upon any of the covenants or conditions herein 
               contained and in such event Lessee agrees to look solely to the 
               responsibility of the successor in interest of Lessor in and 
               to this Lease. This Lease shall not be affected by any such sale
               or conveyance, and Lessee agrees to attorn to the purchaser or 
               grantee, which purchaser or grantee shall be personally 
               obligated on this Lease only so long as it is the owner of 
               Lessor's interest in and to this Lease.

          J.   The marginal or topical headings of the several Articles are for
               convenience only and do not define, limit or construe the 
               contents of said Articles.

          K.   All preliminary negotiations are merged into and incorporated 
               in this Lease, except for written collateral agreements executed
               contemporaneously herewith. 

          L.   This Lease can only be modified or amended by an agreement in 
               writing signed by the parties hereto. No receipt of money by 
               Lessor from Lessee or any other person after termination of this
               Lease or after the service of any notice or after the 
               commencement of any suit, or after final judgment for 
               possession of the Premises, shall reinstate, continue or extend 
               the term of this Lease or affect any such notice, demand or 
               suit, or imply consent for any action for which Lessor's consent
               is required, unless specifically agreed to in writing by Lessor.
               Any amounts received by Lessor may be allocated to any specific 
               amounts due from Lessee to Lessor as Lessor determines.

          M.   Lessor shall have the right to close any portion of the building
               area or land area to the extent as may, in Lessor's reasonable 
               opinion, be necessary to prevent a dedication thereof or the 
               accrual of any rights to any person or the public therein. 
               Lessor shall at all times have full control, management and 
               direction of the Office Complex, subject to the rights of Lessee
               in the Premises, and Lessor reserves the right at any time and 
               from time to time to reduce, increase, enclose or otherwise 
               change the size, number and location of buildings, layout and 
               nature of the Office Complex, to construct additional buildings 
               and additions to any building, and to create additional rentable
               areas through use and/or enclosure of common areas, or 
               otherwise, and to place signs on the Office Complex, and 
               to change the name, address, number or designation by which the 
               Office Complex is commonly known. No implied easements are 
               granted by this Lease.

          N.   Lessee shall permit Lessor (or its designees) to erect, use, 
               maintain, replace and repair pipes, cables, conduits, plumbing, 
               vents, and telephone, electric and other wires or other items, 
               in, to and through the Premises, as and to the extent that 
               Lessor may now or hereafter deem necessary or appropriate for 
               the proper operation and maintenance of the Office Complex.

          O.   Employees or agents of Lessor have no authority to make or agree
               to make a lease or other agreement or undertaking in connection 
               herewith. The submission of this document for examination does 
               not constitute an offer to lease, or a reservation of, or 
               option for, the Premises. This document becomes effective and 
               binding only upon the execution and delivery hereof by the proper
               officers or Lessor and by Lessee. Lessee



                                      -27-
<PAGE>   28
              confirms that Lessor and its agents have made no representations
              or promises with respect to the Premises or the making of or entry
              into this Lease except as in this Lease expressly set forth, and
              Lessee agrees that no claim or liability shall be asserted by 
              Lessee against Lessor for, and Lessor shall not be liable by 
              reason of, breach of any representations or promises not 
              expressly stated in this Lease. This Lease, except for the 
              Building Rules and Regulations, in respect to which subparagraph 
              P of this Article shall prevail, can be modified or altered only 
              by agreement in writing between Lessor and Lessee, and no act or 
              omission of any employee or agent of Lessor shall alter, change 
              or modify any of the provisions hereof.

       P.     Lessee shall perform, observe and comply with the Building Rules 
              and Regulations of the Office Complex as set forth on Exhibit B 
              attached hereto and by this reference incorporated herein, with 
              respect to the safety, care and cleanliness of the Premises and 
              the Office Complex, and the preservation of good order thereon, 
              and, upon written notice thereof to Lessee, Lessee shall perform, 
              observe and comply with any changes, amendments or additions 
              thereto as from time to time shall be established and deemed 
              advisable by Lessor for tenants of the Office Complex. Lessor 
              shall not be liable to Lessee for any failure of any other tenant 
              or tenants of the Office Complex to comply with such Building 
              Rules and Regulations.

       Q.     Lessee shall not use the Premises or permit anything to be done in
              or about the Premises which will, in any way, conflict with any
              law, statute, ordinance or governmental rule or regulation now in
              force or which may hereafter be enacted or promulgated. Lessee
              shall, at its sole cost and expense, promptly comply with all
              laws, statutes, ordinances and governmental rules and regulations
              now in force or which may hereafter be in force, and with the
              requirements of any fire insurance underwriters or other similar
              body now or hereafter constituted relating to or affecting the
              condition, use or occupancy of the Premises. Lessee shall use the
              Premises and comply with any recorded covenants, conditions, and
              restrictions affecting the Premises and the Office Complex as of
              the commencement of the Lease or which are recorded during the
              lease term.

       R.     Lessee shall not (either with or without negligence) cause or 
              permit the escape, disposal or release of any biologically or 
              chemically active or other hazardous substances or materials. 
              Lessee shall not allow the storage or use of such substances or 
              materials in any manner not sanctioned by law and by the highest 
              standards prevailing in the industry for the storage and use of 
              such substances or materials, nor allow to be brought into the 
              Office Complex any such materials or substances except to use in 
              the ordinary course of Lessee's business, and then only after 
              written notice is given to Lessor of the identity of such 
              substances or materials. Without limitation, hazardous substances 
              and materials shall include those described in the Comprehensive 
              Environmental Response, Compensation and Liability Act of 1980, 
              as amended, 42 U.S.C. Section 9601 et seq., the Resource 
              Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 
              et seq., any applicable state or local laws and the regulations 
              adopted under these acts. If any lender or governmental agency 
              shall ever require testing to ascertain whether or not there has 
              been any release of hazardous

                                      -28-
<PAGE>   29
     materials, then the reasonable costs thereof shall be reimbursed by Lessee
     to Lessor upon demand as additional charges if such requirement applies to
     the Premises. In addition, Lessee shall execute affidavits, representations
     and the like from time to time at Lessor's request concerning Lessee's best
     knowledge and belief regarding the presence of hazardous substances or
     materials on the Premises. In all events, Lessee shall indemnify Lessor in
     the manner elsewhere provided in this Lease from any release of hazardous
     materials on the Premises occurring while Lessee is in possession, or
     elsewhere if caused by Lessee or persons acting under Lessee. The within
     covenants shall survive the expiration or earlier termination of the term
     of this Lease.

S.   All obligations of Lessee hereunder not fully performed as of the
     expiration or earlier termination of the term of this Lease shall survive
     the expiration or earlier termination of the term hereof, including,
     without limitation, all payment obligations with respect to Operating
     Expenses and Real Estate Taxes and all obligations concerning the
     condition of the Premises.

T.   Any claim which Lessee may have against Lessor for default in performance
     of any of the obligations herein contained to be kept and performed by
     Lessor shall be deemed waived unless such claim is asserted by written
     notice thereof to Lessor within ten (10) days of commencement of the
     alleged default or of accrual of the cause of action and unless suit be
     brought thereon within six (6) months subsequent to the accrual of such
     cause of action. Furthermore, Lessee agrees to look solely to Lessor's
     interest in the Office Complex for the recovery of any judgment from
     Lessor, it being agreed that Lessor, or if Lessor is a partnership, its
     partners whether general or limited, or if Lessor is a corporation, its
     directors, officers or shareholders, or if Lessor is a limited liability
     company, its members, shall never be personally liable for any such
     judgment.

U.   Lessee shall furnish to Lessor promptly upon demand, a corporate
     resolution, proof of due authorization of partners, or other appropriate
     documentation reasonably requested by Lessor evidencing the due
     authorization of Lessee to enter into this Lease.
 
V.   This Lease shall not be deemed or construed to create or establish any
     relationship or partnership or joint venture or similar relationship or
     arrangement between Lessor and Lessee hereunder.

W.   Lessee shall in all respects comply with the Americans With Disabilities
     Act of 1990 (42 U.S.C. Section 12101 et seq.), as the same may be amended
     from time to time (as amended, the "ADA"), and Lessee agrees to indemnify
     and save Lessor and its managing agent harmless against and from any and
     all claims, loss, damage and expense by or on behalf of any person or
     persons, firm or firms, corporation or corporations, arising from any
     failure or alleged failure of Lessee to comply with the ADA or arising from
     any claim made under the ADA in connection with the Premises, and from and
     against all costs, reasonable attorneys' fees, expenses and liabilities
     incurred in or about any such claim or action or proceeding brought
     thereon; in case any action or proceeding be brought against Lessor or its
     managing agent by reason of any such claim, Lessee, upon notice from
     Lessor, covenants to resist or defend such action



                                      -29-

<PAGE>   30
                or proceeding by counsel reasonably satisfactory to Lessor.

        X.      Lessee shall not place, or permit to be placed or maintained, 
                on any exterior door, wall or window of the Premises any sign,
                awning or canopy, or advertising matter or other thing of any
                kind, and will not place of maintain any decoration, lettering
                or advertising matter on the glass of any window or door, or
                that can be seen through the glass, of the Premises except as
                specifically approved in writing by Lessor. Lessee further
                agrees to maintain such sign, awning, canopy, decoration,
                lettering, advertising matter or thing as may be approved, in
                good condition and repair at all times. Lessee agrees at
                Lessee's sole cost, that any Lessee sign will be maintained in
                strict conformance with Lessor's sign criteria, if any, as to
                design, material, color, location, size, letter style, and
                method of installation.

ARTICLE XVII.  SUBSTITUTE PREMISES:  Lessor shall have the right at any time 
during the term hereof, upon giving Lessee not less than thirty (30) days prior 
written notice, to move and furnish Lessee with space elsewhere in the Office 
Complex on a first floor off a lobby entrance, of approximately the same size 
as the Premises, and remove and place Lessee in such space, all upon the 
effective date stated in the notice from Lessor to Lessee, and upon such 
effective date, such substitute space shall be deemed to constitute the leased 
premises instead of and in lieu of the premises originally demised. Lessor 
shall, at Lessor's expense, physically move the furniture, equipment and files 
of Lessee then located in the original premises to the substitute space, and 
Lessor shall pay the costs of moving the then existing telephone equipment to 
the new location. If Lessor moves Lessee to such new space, all of the terms, 
covenants and conditions of this Lease shall remain in full force and effect 
and be deemed applicable to such new space, and such new space shall thereafter 
be deemed the Premises as though Lessor and Lessee had entered into an express 
written amendment of this Lease with respect thereto. Anything herein to the 
contrary notwithstanding, Lessor shall not be liable for any loss of business 
or loss of profits in connection with any move to such substitute space.

ARTICLE XVIII.  MISCELLANEOUS TAXES:  Lessee shall pay, prior to delinquency, 
all taxes assessed or levied upon its occupancy of the Premises, or upon the 
trade fixtures, furnishings, equipment and all other personal property of 
Lessee located in the Premises, and when possible, Lessee shall cause such 
trade fixtures, furnishings, equipment and other personal property to be 
assessed and billed separately from the property of Lessor. In the event any or 
all of Lessee's trade fixtures, furnishings, equipment or other personal 
property, or Lessee's occupancy of the Premises, shall be assessed and taxed 
with the property of Lessor, Lessee shall pay to Lessor its share of such taxes 
within ten (10) days after delivery to Lessee by Lessor of a statement in 
writing setting forth the amount of such taxes applicable to Lessee's personal 
property.

ARTICLE XIX.  OTHER PROVISIONS:  The following are made a part hereof, with the 
same force and effect as if specifically set forth herein:

        A.   Floor Plan - Exhibit A.
        B.   Building Rules and Regulations - Exhibit B.
        C.   Rider To Lease - Exhibit C.
        D.   First Right of Offer Space - Exhibit D.



                                      -30-

<PAGE>   31
     IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.

LESSOR:                                 LESSEE:

SCOTTSDALE SPECTRUM, L.L.C.,            BUSINESS RESOURCE GROUP,
an Arizona limited liability            a California corporation
company

By Opus West Corporation                By /s/ [SIG]
   a Minnesota corporation                 ----------------------
   Its Managing Member                     Its V.P. Finance, CFO
                                               ------------------

By /s/ THOMAS W. ROBERTS
  ------------------------
  Thomas W. Roberts
  Its President

                                      -31-
<PAGE>   32
                                   EXHIBIT A

                                   FLOOR PLAN


                                   Exhibit A
                                 (Page 1 of 1)
<PAGE>   33
                                   EXHIBIT B

                        BUILDINGS RULES AND REGULATIONS


        1.   Any sign, lettering, picture, notice or advertisement installed 
on or in any part of the Premises and visible from the exterior of the Office 
Complex, or visible from the exterior of the Premises, shall be installed at 
Lessee's sole cost and expense, and in such manner, character and style as 
Lessor may approve in writing. In the event of a violation of the foregoing by 
Lessee, Lessor may remove the same without any liability and may charge the 
expense incurred by such removal to Lessee.

        2.   No awning or other projection shall be attached to the outside 
walls of the Office Complex. No curtains, blinds, shades or screens visible 
from the exterior of the Office Complex or visible from the exterior of the 
Premises shall be attached to or hung in, or used in connection with, any 
window or door of the Premises without the prior written consent of Lessor. 
Such curtains, blinds, shades, screens or other fixtures must be of a quality, 
type, design and color, and attached in the manner, approved by Lessor.

        3.   Lessee and its servants, employees, customers, invitees and guests 
shall not obstruct sidewalks, entrances, passages, corridors, vestibules, 
halls, elevators or stairways in and about the Office Complex which are used in 
common with other tenants and their servants, employees, customers, guests and 
invitees and which are not a part of the Premises of Lessee. Lessee shall not 
place objects against glass partitions or doors or windows which would be 
unsightly from the Office Complex corridors or from the exterior of the Office 
Complex and will promptly remove any such objects upon notice from Lessor.

        4.   Lessee shall not make excessive noises, cause disturbances or 
vibrations or use or operate any electrical or mechanical devices that emit 
excessive sound or other waves or disturbances, and Lessee shall not create 
obnoxious odors (including cigarette, cigar and pipe smoke), any of which may 
be offensive to the other tenants and occupants of the Office Complex, or that 
would interfere with the operation of any device, equipment, radio, television 
broadcasting or reception from or within the Office Complex or elsewhere and 
shall not place or install any projections, antennas, aerials or similar 
devices inside or outside of the Premises or on the Office Complex.

        5.   Lessee shall not waste electricity, water or air conditioning and 
shall cooperate fully with Lessor to insure the most effective operation of the 
Office Complex's heating and air conditioning systems and shall refrain from 
attempting to adjust any controls other than unlocked room thermostats, if any, 
installed for Lessee's use. Lessee shall keep corridor doors closed.

        6.   Lessee assumes full responsibility for protecting its space from 
theft, robbery and pilferage, which includes keeping doors locked and other 
means of entry to the Premises closed and secured after normal business hours.

        7.   No person or contractor not employed by Lessor shall be used to 
perform janitorial work, window washing, cleaning, maintenance, repair or 
similar work in the Premises without the written consent of Lessor.

        8.   In no event shall Lessee bring into the Office Complex 
inflammables, such as gasoline, kerosene, naphtha and benzine, or explosives or 
any other article of intrinsically dangerous nature.



                                   Exhibit B
                                 (Page 1 of 4)
<PAGE>   34
If, by reason of the failure of Lessee to comply with the provisions of this
subparagraph, any insurance premium for all or any part of the Office Complex
shall at any time be increased, Lessee shall make immediate payment of the whole
of the increased insurance premium, without waiver of any of Lessor's other
rights at law or in equity for Lessee's breach of this Lease.

     9. Lessee shall comply with all applicable federal, state and municipal
laws, ordinances and regulations and building rules and shall not directly or
indirectly make any use of the Premises which may be prohibited by any of the
foregoing or which may be dangerous to persons or property or may increase the
cost of insurance or require additional insurance coverage.

     10. Lessor shall have the right to prohibit any advertising by Lessee which
in Lessor's reasonable opinion tends to impair the reputation of the Office
Complex or its desirability as an office complex for office use, and upon
written notice from Lessor, Lessee shall refrain from or discontinue such
advertising.

     11. The Premises shall not be used for cooking, lodging, sleeping or for
any immoral or illegal purpose.

     12. Lessee and Lessee's servants, employees, agents, visitors and licensees
shall observe faithfully and comply strictly with the foregoing rules and
regulations and such other and further appropriate rules and regulations as
Lessor or Lessor's agent may from time to time adopt. Reasonable notice of any
additional rules and regulations shall be given in such manner as Lessor may
reasonably elect.

     13. Unless expressly permitted by Lessor, no additional locks or similar
devices shall be attached to any door or window and no keys other than those
provided by Lessor shall be made for any door. If more than two keys for one
lock are desired by Lessee, Lessor may provide the same upon payment by Lessee.
Upon termination of this Lease or of Lessee's possession, Lessee shall surrender
all keys of the Premises and shall explain to Lessor all combination locks on
safes, cabinets and vaults.

     14. Any carpeting cemented down by Lessee shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by Lessee,
Lessor may charge the expense incurred by such removal to Lessee.

     15. The water and wash closets, drinking fountains and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, coffee grounds or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by the lessee who, or whose servants, employees, agents, visitors
or licensees, shall have caused the same. No person shall waste water by
interfering or tampering with the faucets or otherwise.

     16. No electrical circuit for any purpose shall be brought into the
Premises without Lessor's written permission specifying the manner in which same
may be done.

     17. No bicycle or other vehicle, and no dog or other animal, shall be
allowed in offices, halls, corridors or elsewhere in the Office Complex.

     18. Lessee shall not throw anything out of the door or windows or down any
passageways or elevator shafts.

     19. All loading, unloading, receiving or delivery of goods, supplies or
disposal of garbage or refuse shall be made only through entryways and freight
elevators provided for such purposes


                                   Exhibit B
                                 (Page 2 of 4)
<PAGE>   35
and indicated by Lessor. Lessee shall be responsible for any damage to the
Office Complex or the property of its employees or others and injuries sustained
by any person whomsoever resulting from the use or moving of such articles in or
out of the Premises, and shall make all repairs and improvements required by
Lessor or governmental authorities in connection with the use of such articles.

     20. All safes, equipment or other heavy articles shall be carried in or out
of the Premises only at such time and in such manner as shall be prescribed in
writing by Lessor, and Lessor shall in all cases have the right to specify the
proper position of any such safe, equipment or other heavy article, which shall
be used by Lessee in a manner which will not interfere with or cause damage to
the Premises or the Office Complex or to the other tenants or occupants of the
Office Complex. Lessee shall be responsible for any damage to the Office Complex
or the property of its employees or others and injuries sustained by any person
whomsoever resulting from the use or moving of such articles in or out of the
Premises, and shall make all repairs and improvements required by Lessor or
governmental authorities in connection with the use or moving of such articles.

     21. Canvassing, soliciting and peddling in the Office Complex is prohibited
and all tenants of the Office Complex shall cooperate to prevent the same.

     22. Vending machines shall not be installed without permission of Lessor;
provided, however, Lessor consents to the installation of vending machines in
the pantry or kitchen area of the Premises for the dispensing of soda and other
similar drinks to Lessee's employees and guests.

     23. Wherever in these Building Rules and Regulations the word "Lessee"
occurs, it is understood and agreed that it shall mean Lessee and Lessee's
associates, agents, clerks, servants and visitors. Wherever the word "Lessor"
occurs, it is understood and agreed that it shall mean Lessor and Lessor's
assigns, agents, clerks, servants and visitors.

     24. Lessor shall have the right to enter upon the Premises at all
reasonable hours for the purpose of inspecting the same.

     25. Lessor shall have the right to enter the Premises at hours convenient
to Lessee for the purpose of exhibiting the same to prospective tenants within
the sixty (60) day period prior to the expiration of this Lease, and Lessor may
place signs advertising the Premises for rent on the windows and doors of said
Premises at any time within said sixty (60) day period.

     26. Lessee and its servants, employees, customers, invitees and guests
shall, when using the common parking facilities, if any, in and around the
Office Complex, observe and obey all signs regarding fire lanes and no parking
zones, and when parking, shall always park between the designated lines. Lessor
reserves the right to tow away, at the expense of the owner, any vehicle which
is improperly parked or parked in a no parking zone. All vehicles shall be
parked at the sole risk of the owner, and Lessor assumes no responsibility for
any damage to or loss of vehicles. No vehicles shall be parked overnight.

     27. At all times the Office Complex shall be in charge of Lessor's employee
in charge and (a) persons may enter the Office Complex only in accordance with
Lessor's regulations, (b) persons entering or departing from the Office Complex
may be questioned as to their business in the Office Complex, and the right is
reserved to require the use of an identification card or other access device and
the registering of such persons as to the hour of entry and departure, nature of
visit, and other information deemed necessary

                                   Exhibit B
                                 (Page 3 of 4)
<PAGE>   36
for the protection of the Office Complex, and (c) all entries into and 
departures from the Office Complex will take place through one or more 
entrances as Lessor shall from time to time designate; provided, however, 
anything herein to the contrary notwithstanding, Lessor shall not be liable for 
any lack of security in respect to the Office Complex whatsoever. Lessor will 
normally not enforce clauses (a), (b) and (c) above from 7:00 a.m. to 6:00 
p.m., Monday through Friday, and from 8:00 a.m. to 1:00 p.m. on Saturdays, but 
it reserves the right to do so or not to do so at any time at its sole 
discretion. In case of invasion, mob, riot, public excitement or other 
commotion, Lessor reserves the right to prevent access to the Office Complex 
during the continuance of the same by closing the doors or otherwise, for the 
safety of the tenants or the protection of the Office Complex and the property 
therein. Lessor shall in no case be liable for damages for any error or other 
action taken with regard to the admission to or exclusion from the Office 
Complex of any person.

     28.  All entrance doors to the Premises shall be locked when the Premises 
are not in use. All corridor doors shall also be closed during times when the 
air conditioning equipment in the Office Complex is operating so as not to 
dissipate the effectiveness of the system or place an overload thereon.

     29.  Lessor reserves the right at any time and from time to time to 
rescind, alter or waive, in whole or in part, any of these Building Rules and 
Regulations when it is deemed necessary, desirable or proper, in Lessor's 
judgment, for its best interest or for the best interest of the tenants of the 
Office Complex.

     30.  Smoking shall be permitted only in the smoking areas located outside 
of the building, as designated and redesignated from time to time by Lessor, 
and Lessee and its servants, employees, customers, invitees and guests shall 
not smoke anywhere at the Office Complex (other than the smoking areas 
designated by Lessor), including without limitation Lessee's Premises and the 
sidewalks, entrances, passages, corridors, halls, elevators and stairways of 
the Office Complex.


                                                                       Initials:

                                                               Lessor
                                                                     ___________

                                                               Lessee
                                                                     ___________




                                   Exhibit B
                                 (Page 4 of 4)
<PAGE>   37
                                   EXHIBIT C

                             RIDER TO OFFICE LEASE

                  SCOTTSDALE SPECTRUM/BUSINESS RESOURCE GROUP



ARTICLE XX.    PROHIBITION ON CERTAIN AGREEMENTS:  In no event shall Lessee or
any other person having an interest in the possession, use, occupancy or
utilization of the Premises enter into any lease, sublease, license, concession
or other agreement for use, occupancy or utilization of space in the Premises
which provides for rental or other payment for such use, occupancy or
utilization based in whole or in part of the net income or profits derived by
any person from the portion of the Premises leased, used, occupied or utilized
(other than an amount based on a fixed percentage or percentages of receipts or
sales), and any such purported lease, sublease, license, concession or other
agreement shall be absolutely void and ineffective as a conveyance of any right
or interest in the possession, use, occupancy, or utilization of any part of the
Premises.

ARTICLE XXI.   SECURITY DEPOSIT:  Lessee hereby deposits with Lessor in cash the
sum of Nine Thousand One Hundred Twenty-six Dollars and 00/100ths Dollars
($9,126.00), Lessor's estimate of one month's Base Rent and Additional Rent, the
receipt of which is hereby acknowledged, as and for a security deposit for the
full and faithful performance by Lessee of each and every term, covenant and
condition of this Lease. In the event that Lessee defaults in respect to any of
the terms, provisions, covenants and conditions of this Lease, including, but
not limited to, the payment of any rentals or other charges or items to be paid
or provided for by Lessee, Lessor may use, apply or retain the whole or any part
of the security so deposited for the payment of any such rentals in default or
for any other sum which Lessor may expend or be required to expend by reason of
Lessee's default, including, but not limited to, any damages or deficiency in
the reletting of the Premises, whether such damages or deficiency may accrue
before or after reentry by Lessor. Lessee shall not be entitled to any interest
on the security deposit. It is expressly understood and agreed that such deposit
is not an advance rental deposit or a measure of Lessor's damages in case of
Lessee's default. Upon application of any part of the deposit by Lessor as
provided herein, Lessee shall pay to Lessor on demand the amount so applied in
order to restore the security deposit to its original amount. Any application
of the deposit by Lessor shall not be deemed to have cured Lessee's default by
reason of which the application is made.
 
     In the event of a bona fide sale of the building of which the Premises are
a part (the "Building"), Lessor shall have the right to transfer the security
deposit to its vendee for the benefit of Lessee and thereafter Lessor shall be
released of all liability for the return of such deposit and Lessee agrees to
look to said vendee for the return of its security deposit. It is agreed that
this provision shall apply to every transfer or assignment made of the security
deposit to any new landlord.

     This security deposit shall not be assigned or encumbered by Lessee. It is
expressly understood that the reentry of the Premises by Lessor for any default
on the part of Lessee prior to the expiration of the term of this Lease shall
not be deemed a termination of this Lease so as to entitle Lessee to recover the
security deposit, and the security deposit shall be retained and remain in the
possession of Lessor until the end of the term of this Lease.

     Actions by Lessor against Lessee for breach of this Lease shall in no way
be limited or restricted by the amount of the security deposit and resort to
such deposit shall not waive any other rights or constitute an election of
remedies which Lessor may have.

                                   Exhibit C
                                 (Page 1 of 9)
<PAGE>   38
      If the Base Rent payable by Lessee under Article I hereof shall, from 
time to time, increase during the term of this Lease, Lessee shall thereupon 
deposit with Lessor an additional cash amount so that the total amount of the 
security deposit held by Lessor hereunder shall at all times bear the same 
proportion to current Base Rent as the original security deposit amount bears 
to the original Base Rent set forth in Article I of this Lease.

ARTICLE XXII.  LOCK BOX:  Lessor may from time to time designate a lock box 
collection agent for the collection of rents or other charges due Lessor. In 
such event, the payment made by Lessee to the lock box shall be the date of 
receipt by the lock box collection agent of such payment (or the date of 
collection of any such sum if payment is made in the form of a negotiable 
instrument thereafter dishonored upon presentment); however, for the purpose of 
this Lease, no such payment or collection shall be deemed a waiver by Lessor of 
any breach by Lessee of any term, covenant or condition of this Lease nor a 
waiver of any of Lessor's rights or remedies and any payment of amounts other 
than that deemed due and proper by Lessor shall not prejudice Lessor in any 
manner nor constitute a waiver and Lessor shall hereby be authorized to retain 
the proceeds of any payments by Lessee, whether restrictively endorsed or 
otherwise, and apply same to the amounts due and payable from Lessee under this 
Lease without waiver.

ARTICLE XXIII.  PRIOR PROPOSALS:  All prior proposals in respect to this Lease 
are hereby terminated.

ARTICLE XXIV.  USE:  Notwithstanding anything to the contrary contained in this 
Lease, during the term of this Lease and any extensions or renewals.  Lessee 
shall not use or permit any portion of the Premises to be used for (i) the 
operation of a title company or title agency or for providing services 
typically offered by escrow agents in connection with real estate transactions, 
or (ii) the discount or retail sale and/or brokerage of securities and/or 
commodities, or (iii) the operation of a bank or the provision of trust 
services (collectively, the "Restricted Uses").  Lessee acknowledges that 
Lessor may, in addition to the Restricted Uses, hereafter grant other exclusive 
or prohibited uses to or for the benefit of other tenants or occupants of the 
Office Complex, and Lessee agrees that neither it nor any successor, assign, 
concessionaire, subtenant or assignee shall use the Premises, or any part 
thereof, in any way that would violate any such exclusive or prohibited use of 
which Lessee has received written notice, so long as such exclusive or 
prohibited use does not prohibit the use of the Premises for any permitted 
office purpose for which Lessee is the using the Premises.  Upon receipt by 
Lessee of written notice of any such exclusive or prohibited use hereafter 
granted to or for the benefit of another tenant or occupant of the Office 
Complex, such excludible or prohibited use shall automatically be deemed to be 
an additional Restricted Use, so long as such exclusive or prohibited use does 
not prohibit the use of the Premises for any permitted office purpose for which 
Lessee is then using the Premises.  Lessee agrees that it will not withhold or 
delay its written acknowledgment of the addition of any such additional 
exclusive or prohibited use to the first sentence of this Article as an 
additional Restricted Use if such acknowledgment is requested in writing by 
Lessor (which acknowledgment may be in the form of an amendment to this Lease 
or in any other reasonable form), and in the event Lessee fails to furnish such 
written acknowledgment within fifteen (15) days after Lessee's receipt of 
Lessor's written request therefor, Lessee shall be deemed to have given such 
written acknowledgment as of the expiration of such 15-day period and shall be 
in default hereunder.

      Lessee shall comply with the terms of any encumbrances, covenants, 
conditions, restrictions or other matters now of record or hereafter recorded 
against the Office Complex.


                                   Exhibit C
                                 (Page 2 of 9)


<PAGE>   39
ARTICLE XXV.  [Intentionally Omitted.]


ARTICLE XXVI.  TENANT IMPROVEMENTS:

      A.    Lessor shall provide, at no cost to Lessee, the base building
            improvements for the Premises, which shall consist of a ceiling
            approximately nine (9) feet high, the installation of 2' x 4'
            ceiling grid, 2' x 2' acoustical tiles stockpiled on the floor, 2' x
            4' parabolic fluorescent light fixtures stockpiled on the floor, the
            installation of the primary distribution of the HVAC system and the
            shell building fire protection sprinkler system, and mini blinds
            stockpiled on the floor. All of the foregoing items shall be either
            stockpiled or installed, as applicable, using Lessor's building
            standard improvements. All additional improvements to the base
            building will be so-called "Tenant Improvements" to be installed by
            Lessor but to be selected by Lessee as hereinafter set forth and
            paid for by Lessee subject to Lessor providing the Tenant
            Improvement Allowance (as hereinafter defined). Lessor shall provide
            a tenant improvement allowance (the "Tenant Improvement Allowance")
            equal to the product of Twenty and 00/100ths Dollars ($20.00)
            multiplied by the useable area of the Premises.

      B.    If the price of the Tenant Improvements exceeds the Tenant
            Improvement Allowance, Lessee shall pay Lessor, in cash, upon
            substantial completion of the Tenant Improvements, the amount by
            which the price of the Tenant Improvements exceeds the Tenant
            Improvement Allowance. If the actual price of the Tenant
            Improvements is less than the Tenant Improvement Allowance, the
            difference between the actual price of such Tenant Improvements and
            the Tenant Improvement Allowance (but in no event to exceed an
            amount equal to the product of Two and 001/100ths Dollars
            ($2.00)multiplied by the rentable square feet of the Premises) may
            be used by Lessee to offset moving expenses which may include, but
            shall not be limited to, transportation and installation of modular
            office furniture. Lessee shall submit receipts to Lessor which
            substantiate in reasonable detail any amount requested by Lessee for
            moving expenses pursuant to the previous sentence. In the
            alternative, this difference may be returned to Lessee in the form
            of a credit against rent due hereunder.


      C.    On or before September 10, 1998, Lessee shall provide to Lessor a
            space plan of the Tenant Improvements which Lessee desires for
            Lessor to construct, which space plan shall be subject to Lessor's
            approval and shall be adequate for the preparation by Lessor of
            working drawings for construction of such Tenant Improvements. Such
            space plan shall show in reasonable detail the design and appearance
            of the tenant finishing materials to be used in the construction
            thereof, and such other detail or description as may be necessary to
            adequately outline the scope of the Tenant Improvements. Lessee
            shall be responsible for Lessor's costs (including lost rent)
            arising out of delays in completing the Tenant Improvements caused
            by Lessee. Lessee also agrees to refrain from ordering long lead
            time items which would delay substantial completion of the Tenant
            Improvements. Provided that interior finish materials are of
            suitable quality as determined by Lessor in its sole discretion and
            are available, in sufficient quantities and as needed to meet
            Lessor's construction schedule from reputable materialmen which meet
            all applicable 

                                   Exhibit C
                                 (Page 3 of 9)

<PAGE>   40
              statutory and/or industry standards for licensing and bonding, 
              Lessor agrees to purchase interior finish materials from vendors 
              identified by Lessee.

ARTICLE XXVII. PARKING: Lessor shall license vehicle parking spaces to Lessee 
and Lessee's business on the following terms and conditions.

       Lessor shall provide three (3) vehicular parking spaces as exclusive 
parking spaces ("Reserved Spaces") for Lessee and its employees in the enclosed 
parking garage portion of the Office Complex. This license is for reserved 
Spaces in the general parking area to be designated and redesignated from time 
to time by Lessor; provided, however, Lessor may require Lessee to park in a 
specific location. Lessor shall not be liable to Lessee for the failure of any 
of its tenants, invitees, employees, agents or customers or any third parties 
to comply with the designation of the Reserved Spaces.

       Lessor shall provide nine (9) vehicular parking spaces on an unreserved
basis ("Unreserved Spaces") for Lessee and its employees in the enclosed parking
garage portion of the Office Complex. This license is for unreserved Spaces in
the general parking area to be designated and redesignated from time to time by
Lessor; provided, however, Lessor may require Lessee to park in a specific
location. Lessor shall not be liable to Lessee for the failure of any of its
tenants, invitees, employees, agents or customers or any third parties to comply
with the designation of the Unreserved Spaces.

       Lessee agrees to pay as a monthly fee for such license of parking spaces 
Lessor's then current fee for each Reserved Space and Unreserved Space 
licensed, payable on or before the first day of each month in advance, which 
monthly fee may be changed by Lessor as of the first day of any month by giving 
not less than thirty (30) days written notice thereof to the Lessee. The charge 
for each Reserved Space shall be Sixty Dollars and 00/100ths ($60.00) per month 
per space and the charge for each Unreserved Space shall be Forty Dollars and 
00/100ths ($40.00) per month, per space. Such charges shall not be increased 
during the initial term of the Lease. All other charges related to parking 
(such as charges for parking garage access devices and name plates for Reserved 
Spaces) shall be paid for by Lessee upon receipt of invoice from Lessor.

       Only vehicles designated by Lessee to Lessor may be parked or stored 
therein; provided, however, that Lessee may change its automobile designations 
at any time upon written notice to Lessor or for temporary use upon 
notification given to the garage attendant, if any. No more than one automobile 
per space licensed hereunder shall be parked or stored under Lessee's rights 
hereunder at any one time.

       This license is for self-service storage or parking only and does not 
include the rights to any additional services, which services may be made 
available by Lessor from time to time at an additional charge.

       It is understood that Lessor and its agents and employees shall not be 
liable for loss or damage to any vehicle parked or stored by Lessee or under 
Lessee's rights herein and/or to the contents thereof caused by fire, theft, 
explosion, freezing of circulation system of any automobile, strikes, riots or 
by any other causes and Lessee (1) waives any claim against Lessor for and in 
respect thereto, and (2) hereby agrees to indemnify and defend Lessor against 
all claims for any loss or damage to any such vehicle or its contents from any 
cause whatsoever. It is further expressly understood that the relationship 
between Lessor and Lessee with respect to the parking spaces constitutes a 
license to use said garage subject to the terms and conditions herein only and

                                   Exhibit C
                                 (Page 4 of 9)
<PAGE>   41
that neither such relationship nor the storage or parking of any automobile
thereunder shall constitute a bailment nor create the relationship of bailor and
bailee.

     In the event the garage referenced shall be damaged by fire or other
casualty rendering it unusable by Lessee, the fee provided for herein shall be
abated (pro rata based on the portion of the Lessee's stalls which are unusable)
from the date ten (10) days after the date the garage becomes unusable until it
again becomes usable. Further, if all or any part of the garage is taken by
eminent domain proceedings, Lessor shall be entitled to all of the award in the
proceedings and may terminate this parking arrangement in the event of a total
taking or reduce the number of stalls licensed hereunder in proportion to the
extent of any partial taking upon written notice to Lessee. If the garage is
damaged by fire or other casualty, Lessor will cause it to be repaired with due
diligence.

     Subject to the abatement provided for in the preceding paragraph, Lessor
shall have the right to close any portion of the garage and deny access thereto
in connection with any repairs or in an emergency, as it may require, without
liability, cost or abatement of fee.

     Lessee shall perform, observe and comply with such rules of the Office
Complex as may be reasonably adopted by Lessor in respect to the use and
operation of said garage.

     Lessee shall, when using the parking facilities of said garage, observe and
obey all signs regarding fire lanes and no parking zones, and when parking
always park between designated lines. Lessor reserves the right to tow away, or
otherwise impound, at the expense of the owner or operator, any vehicle which is
improperly parked or parked in a no parking zone.

     In the event a key or other access device is supplied by Lessor to Lessee
in connection with the rights granted herein, Lessee will surrender such key or
access device to Lessor upon termination of this Lease. Anything in this Article
to the contrary notwithstanding, Lessee's employees shall have access to and be
entitled to use the surface parking lot for short periods of time, not to exceed
two (2) hours per day.

ARTICLE XXVIII. [Intentionally Omitted.]

ARTICLE XXIX. CONFIDENTIALITY: Lessee agrees to keep this Lease and the terms
hereof in confidence, and not to publish or disclose, in whole or in part, the
same without Lessor's prior written consent, which consent may be withheld in
Lessor's sole discretion.

ARTICLE XXX. DEFAULT OF LESSOR: In the event of any alleged breach by Lessor of
its covenants contained in this Lease, Lessee shall have available all rights
and remedies provided at law or in equity, subject to the terms and conditions
of this Lease; provided, however, Lessee may not exercise any such right or
remedy unless Lessee has notified Lessor and any party having a recorded
mortgage or bond indenture lien against the property by written notice of such
alleged default, and the notified party or parties have not cured such default
within the thirty (30) day period subsequent to receipt of such notice or, in
the event such alleged default is of such nature that it cannot reasonably be
cured within such thirty-day period, such notified party or parties have failed
to cure such alleged default with all due diligence.

ARTICLE XXXI. FINANCIAL STATEMENTS: Lessee agrees to provide to Lessor upon
Lessee's execution of this Lease and prior to Lessor executing same, and within
thirty (30) days after Lessor's request therefor at any time during the term of
this Lease, complete, accurate up-to-date financial statements prepared
according to

                                   Exhibit C
                                 (Page 5 of 9)
<PAGE>   42
generally accepted accounting principles consistently applied, certified by 
Lessee's chief financial officer both as an officer of Lessee and personally, 
that same are a true, complete and correct statement of the financial condition 
of Lessee as of the date of such financial statements.

ARTICLE XXXII.      [Intentionally omitted.]

ARTICLE XXXIII.     COMMENCEMENT DATE MEMORANDUM; MEASUREMENT OF RENTABLE AREA: 
The Base Rent, Lessee's Pro Rata Share of Excess Real Estate Taxes and 
Operating Expenses, the Expense Stop, the Tenant Improvement Allowance, and 
certain other items set forth in this Lease will be calculated based on the 
useable area of the Premises, the rentable area of the Premises, and the 
rentable area of the Office Complex.

     Promptly after the commencement of the term of this Lease, a memorandum 
(the "Commencement Date Memorandum") shall be prepared by Lessor and executed 
by Lessor and Lessee. The Commencement Date Memorandum shall set forth the date 
on which the term of this Lease commenced, the expiration date of the initial 
five (5) year, zero (0) month term, the useable area of the Premises, the 
rentable area of the Premises, and the rentable area of the Office Complex (all 
as determined by Lessor's architect), the Base Rent, the Expense Stop, and the 
percentage initially to be used to calculate Lessee's Pro Rata Share of Excess 
Real Estate Taxes and Operating Expenses.

     Lessor's architect shall determine the usable and rentable area of the 
Premises and Office Complex as follows: (i) the usable area of the Premises 
shall be calculated by measuring to the finished surface of the office side of 
corridor and other permanent walls demising the Premises, to the center of 
partitions that separate the Premises from adjoining usable areas, and to the 
inside finished surface of the dominant portion of the permanent outer building 
walls demising the Premises, with no deduction for columns and projections 
necessary to the Building; (ii) the rentable area of the Office Complex shall 
be calculated by measuring, with respect to each floor of the Office Complex, 
to the inside finished surface of the dominant portion of the permanent outer 
building walls, excluding any major vertical penetrations of the floors, with 
no deduction for columns and projections necessary to the Building; (iii) the 
usable area of the Office Complex shall be equal to the sum of the usable area 
of each premises then located within, or then anticipated by Lessor to be 
located within, the Office Complex (computed in the manner set forth in clause 
(i) above), including the Premises; and (iv) the rentable area of the Premises 
shall be computed by multiplying the usable area of the Premises by the 
quotient of the rentable area of the floor(s) on which the Premises are located 
divided by the usable area of the floor(s) on which the Premises are located.

     Anything to the contrary notwithstanding, the following areas shall also 
be included in rentable area for purposes of this Article:

(1)  Any elevator shaft and any floor area used for apparatus, machinery or
     equipment used in connection with any private elevator that may be
     installed by Lessee to serve its customers, employees, agents and business
     invitees;

(2)  Any surface floor area deleted for stairways that may be installed by
     Lessee to serve its customers, employees, agents and business invitees; and

(3)  Any vertical shafts or ducts, janitor closets or equipment areas installed
     by Lessee for its private use, and not in connection with the operation or
     maintenance of the remainder of the Office Complex.


                                   Exhibit C
                                 (Page 6 of 9)
<PAGE>   43
ARTICLE XXXIV.  FUTURE DEVELOPMENT:  Lessor and Lessee understand and agree 
that the Office Complex as initially constructed is the second phase ("Phase 
II") of a proposed two-phase integrated commercial real estate development (the 
first phase hereinafter referred to as "Phase I"). The Office Complex for 
purposes of this Lease may, at Lessor's option, include all of the land within 
Phase I and all easement areas appurtenant thereto, and all buildings, 
improvements and personal property of Lessor used in connection with the 
operation or maintenance thereof located therein and thereon and the 
appurtenant parking facilities.

        Upon election of Lessor, the Property shall thereafter be deemed to 
mean the land (and all easement areas appurtenant thereto) on which both Phase 
I and Phase II are located; and the Office Complex as that term is used herein 
shall be deemed to mean all buildings and improvements and personal property of 
Lessor used in connection with the operation or maintenance thereof and 
appurtenant parking facilities located on Phase I and Phase II.

        If Lessor so elects, upon redefinition of the terms "Property" and 
"Office Complex" as hereinabove described, the percentage set forth as 
"Lessee's Pro Rata Share of Excess Real Estate Taxes and Operating Expenses" in 
Article II.F herein, shall be recomputed on the basis of the rentable area of 
the Premises compared to the rentable area of the Office Complex (as expanded) 
subject to adjustment on the basis of ninety-five percent (95%) of the total 
average rentable area of the Office Complex (as expanded) pursuant to said 
Article II.F.

        In no event shall this Article be deemed to require Lessor to combine 
Phase I and Phase II as hereinabove allowed. Lessor shall retain the right to 
increase or decrease the size of Phase I or Phase II and make other changes to 
the Property and the legal description of the Office Complex in its sole 
discretion.

ARTICLE XXXV.  CAP ON INCREASE IN CONTROLLABLE OPERATING EXPENSES:  
Notwithstanding anything to the contrary contained in Article II ("Additional 
Rent") of this Lease, the portion of Operating Expenses controllable by Lessor 
(excluding without limitation insurance premiums, costs of utilities and taxes) 
used to calculate Lessee's Pro rata Share of Excess Real Estate Taxes and 
Operating Expenses for each Lease Year shall not increase beyond an amount 
equal to one hundred five percent (105%), compounded annually, of the amount of 
such Operating Expenses during the prior Lease Year. A pro rata adjustment 
shall be made for a fractional Lease Year occurring during the term of this 
Lease based upon the number of such days of the term of this Lease during said 
Lease Year.

ARTICLE XXXVI.  FIRST RIGHT OF OFFER:  Subject to the terms and conditions 
set forth in this Article XXXVI, Lessor hereby grants to Lessee the first right 
("First Right") to be offered by Lessor the opportunity to lease the 
approximately 1,100 rentable square feet of space shown as designated on 
Exhibit D attached hereto and incorporated herein by this reference. If, at any 
time while this First Right is in effect, Lessor should intend to lease such 
space to a third party tenant, then Lessor shall first offer to lease such 
space to Lessee. In the event Lessor offers to Lease such space to Lessee 
pursuant to this Article XXXVI, Lessee shall notify Lessor in writing within 
five (5) days of its receipt of Lessor's notice whether Lessee desires to offer 
to lease such space from Lessor. If Lessee notifies in writing within such 
five-day period that Lessee does not desire to lease such space, or if Lessee 
does not respond in writing to Lessor's notice within such five-day period, 
then, in either of the above instances, Lessor's obligations under this Article 
XXXVI shall automatically terminate and be of no further force or effect and 
Lessor shall thereafter be entitled to lease such space. If Lessee notifies 
Lessor in writing within such five-day period that Lessee desires to lease such 
space from Lessor, the parties shall thereafter negotiate for



                                   Exhibit C
                                 (Page 7 of 9)

<PAGE>   44
Lessee's lease of the space from Lessor; provided, however, that if Lessor and 
Lessee fail to mutually agree upon the terms of Lessee's lease of such space 
and to execute a written amendment to this Lease within seven (7) days of the 
date of Lessee's receipt of written notice (which amendment shall contain the 
terms mutually agreed to by the parties for Lessee's lease of such space), then 
Lessor's obligations under this Article XXXVI shall automatically terminate and 
be of no further force or effect at the end of such seven-day period. 
Notwithstanding anything to the contrary contained in this Article XXXVI, in 
this event Lessee's First Right as set forth in this Article XXXVI is still in 
effect at the end of the initial five (5) year, zero (0) month term of this 
Lease, such First Right shall automatically terminate on the last day of the 
initial five (5) year, zero (0) month term of this Lease.  The purpose of this 
Article is to provide notice to Lessee so that Lessee may be in a position to 
offer to lease such space on a competitive basis with others, and, 
notwithstanding anything to the contrary contained in this Article XXXVI, 
nothing in this Article XXXVI shall be deemed to be an option or right of first 
refusal.

ARTICLE XXXVII. OPTION TO EXTEND: Lessee shall have the right, subject to the 
provisions hereinafter provided, to extend the term of this Lease for one (1) 
period of five (5) years, zero (0) months on the terms and provisions of this 
Article XXXVII. Such five (5) year, zero (0) month renewal period is sometimes 
herein referred to as the "Renewal Term". The conditions of such Renewal Term 
shall be as follows:

     (a)  That this Lease is in full force and effect and Lessee is not in
          default in the performance of any of the terms, covenants and
          conditions herein contained, in respect to which notice of default has
          been given hereunder which has not been or is not being remedied in
          the time limited in this Lease, at the time of exercise of the right
          of renewal, but Lessor shall have the right at its sole discretion to
          waive the non-default conditions herein.

     (b)  That such Renewal Term shall be on the same terms, covenants and
          conditions as in this Lease; provided, however, the annual Base Rent
          for such Renewal Term shall be the fair market Base Rent rate for such
          space on the date such renewal term shall commence in relation to
          comparable (in quality, location and size) space located in
          Scottsdale, Arizona. The determination of such fair market Base Rent
          for the Premises shall be made no later than the date that is eight
          (8) months prior to commencement of the Renewal Term. Provided Lessee
          has properly elected to renew the term of this Lease, and if Lessor
          and Lessee fail to agree at least eight (8) months prior to
          commencement of the Renewal Term upon the fair market Base Rent of the
          Premises, the fair market Base Rent of the Premises shall be
          determined by appraisal in accordance with the provisions of Article
          XXXVIII ("Appraisal") hereof. Notwithstanding anything to the contrary
          contained in this Article, in no event shall the Base Rent of the
          Premises for the Renewal Term be less than the Base Rent (exclusive of
          temporary abatements) payable by Lessee under the terms of this Lease
          immediately prior to commencement of such Renewal Term.

     (c)  That Lessee shall exercise its right to the Renewal Term provided
          herein, if at all, by notifying Lessor in writing of its election to
          exercise the right to renew the term of this Lease no later than nine
          (9) months prior to end of the initial five (5) year, zero (0) month
          term. Upon notification with respect to such 


                                   Exhibit C
                                 (Page 8 of 9)

<PAGE>   45
       renewal, and for a period of thirty (30) days thereafter, the parties 
       hereto shall make a good faith effort to agree upon the fair market Base 
       Rent of the Premises and for such Renewal Term. In the event that 
       Lessor and Lessee fail to agree within the thirty-day time period set 
       forth in this subparagraph (c), the fair market Base Rent of the 
       Premises for such Renewal Term shall be determined by appraisal in the 
       manner set forth in Article XXXVIII hereof. Any determination by 
       appraisal or any agreement reached by the parties hereto with respect to 
       such fair market Base Rent and resulting Base Rent of the Premises for 
       such Renewal Term shall be expressed in writing and shall be executed by 
       the parties hereto, and a copy thereof delivered to each of the parties.

ARTICLE XXXVIII. APPRAISAL: Within seven (7) days after the expiration of the
period within which Lessor and Lessee were to reach agreement on the fair market
Base Rent as provided in Article XXXVII, Lessor and Lessee shall mutually
appoint an appraiser that has at least five (5) years full-time commercial
appraisal experience and is a member of the American Institute of Real Estate
Appraisers. If Lessor and Lessee are unable to agree upon an appraiser, either
of the parties to this Lease, after giving five (5) days prior written notice to
the other party, may apply to the then president of the Scottsdale Board of
Realtors for the selection of an appraiser who meets the foregoing
qualifications, which selection shall be made within fifteen (15) days. The
appraiser selected by the president of the Board of Realtors shall be a person
who has not previously acted in any capacity for either party, its affiliates or
leasing agents and who meets the above experience qualifications. Lessor and
Lessee shall each, within seven (7) days of the appointment (either by agreement
or selection) of the appraiser, submit to the appraiser such parties'
determination of the fair market Base Rent for purposes of Article XXXVII.
Within twenty (20) days after the conclusion of the above-referenced seven-day
period, the appraiser shall review each of the Lessor's and Lessee's submittals
and shall review such other information as such appraiser shall deem necessary
(a party may furnish the appraiser with any information it deems relevant) and
shall determine which of the two submittals is the more reasonable. The
appraiser shall immediately notify the parties of his or her selection, and such
selection shall be the Base Rent of the Premises for the Renewal Term. If, upon
the expiration of the above-referenced seven-day period, the appraiser shall
have received one of the party's submittals as to the fair market Base Rent, but
not both, the appraiser shall designate the submitted item as the Base Rent for
the Renewal Term, and the appraiser shall immediately notify the parties of
same. Notwithstanding the foregoing two sentences, in no event shall the Base
Rent of the Premises for the Renewal Term be less than the Base Rent (exclusive
of temporary abatements) payable by Lessee under the terms of this Lease
immediately prior to commencement of such Renewal Term.

                                                                       Initials:

                                                               Lessor [Initials]
                                                               -----------------

                                                               Lessee [Initials]
                                                               -----------------

                                   Exhibit C
                                 (Page 9 of 9)
<PAGE>   46
                                   EXHIBIT D


                           FIRST RIGHT OF OFFER SPACE


                                   Exhibit D
                                 (Page 1 of 1)