<PAGE>   1
                                                                   EXHIBIT 10.11


                                 LEASE AGREEMENT


                             #26 MCCARRAN CENTER, LC
                                   (Landlord)


                                       and

                                  ACRES GAMING
                                    (Tenant)

                               September 17, 1998



                                  SS-NNN-MT-26


<PAGE>   2


<TABLE>
<S>       <C>                                                                 <C>
1.   BASIC LEASE TERMS                                                         1

   1.1    PREMISES ADDRESS                                                     1

   1.2    RENTAL AREA                                                          1

   1.3    BUILDING DESIGNATION                                                 1

   1.4    PROJECT                                                              1

   1.5    SITE PLAN                                                            1

   1.6    PREMISES FLOOR PLAN                                                  1

   1.7    TERM:                                                                1

   1.8    COMMENCEMENT DATE                                                    1

   1.9    PARKING ALLOCATION                                                   1

   1.10   OPTION TO RENEW                                                      1

   1.11   BASE RENT                                                            1

   1.12   RENT ADJUSTMENTS                                                     2

   1.13   IMPROVEMENTS                                                         2

   1.14   RULES AND REGULATIONS                                                2

   1.15   OPERATING EXPENSES                                                   2

   1.16   SECURITY DEPOSIT                                                     2

   1.17   PERMITTED USE                                                        2

   1.18   ADDRESSES FOR PAYMENTS, NOTICES AND DELIVERIES:                      2

   1.19   BROKERS:                                                             2


2.   PREMISES                                                                  3

   2.1    LEASED PREMISES:                                                     3

   2.2    DELIVERY AND ACCEPTANCE OF PREMISES:                                 3

   2.3    BUILDING NAME AND ADDRESS:                                           3


3.   TERM                                                                      4

   3.1    GENERAL:                                                             4
</TABLE>

<PAGE>   3

<TABLE>
<S>       <C>                                                                 <C>
   3.2    DELAY IN POSSESSION:                                                 4

   3.3    EARLY OCCUPANCY:                                                     4

   3.4    OPTION TERM(S):                                                      4


4.   RENT AND OPERATING EXPENSES                                               5

   4.1    BASE RENT:                                                           5

   4.2    OPERATING EXPENSES                                                   5
     4.2.1     Payment of Operating Expenses                                   5
     4.2.2     Tenant's Prorata Share Defined                                  5
     4.2.3     Operating Expenses                                              5
     4.2.4     Exclusion from Operating Expenses                               6
     4.2.5     Annual Statement of Operating Expenses                          7
     4.2.6     Cost Savings or Mandated Capital Improvements                   8
     4.2.7     Real Property Taxes                                             8
     4.2.8     Final Determination                                             8

   4.3    COST OF LIVING INCREASES:                                            9

   4.4    SECURITY DEPOSIT:                                                    9

   4.5    OPTION RENT:                                                         9


5.   USE                                                                       9

   5.1    USE:                                                                 9

   5.2    HAZARDOUS MATERIALS:                                                10

   5.3    SIGNS:                                                              11


6.   COMMON FACILITIES AND VEHICLE PARKING                                    11

   6.1    OPERATION AND MAINTENANCE OF COMMON FACILITIES:                     11

   6.2    USE OF COMMON FACILITIES:                                           11

   6.3    PARKING:                                                            12
     6.3.1     Parking Maintenance                                            12

   6.4    CHANGES AND ADDITIONS BY LANDLORD:                                  12


7.   MAINTENANCE, REPAIRS AND ALTERATIONS                                     12

   7.1    LANDLORD'S OBLIGATIONS:                                             12

   7.2    TENANT'S OBLIGATIONS:                                               13
     7.2.1     Premises Repair and Maintenance                                13
</TABLE>


<PAGE>   4

<TABLE>
<S>       <C>                                                                 <C>
     7.2.2     Remedy for Failure to Perform                                  13

   7.3    ALTERATIONS AND ADDITIONS:                                          14
     7.3.1     Consent                                                        14
     7.3.2     Written Notice                                                 14
     7.3.3     Payment of Labor                                               14
     7.3.4     Alterations Property of Landlord                               15

   7.4    UTILITY ADDITIONS:                                                  15

   7.5    ENTRY AND INSPECTION:                                               15

   7.6    TENANT'S NON-STANDARD BUILDING IMPROVEMENTS:                        15

   7.7    LANDLORD'S IMPROVEMENTS:                                            16


8.   TAXES AND ASSESSMENTS ON TENANT'S PROPERTY                               16

   8.1    TAXES ON TENANT'S PROPERTY:                                         16


9.   UTILITIES                                                                16

   9.1    MULTI-TENANT BUILDING                                               16

   9.2    LIABILITY OF LANDLORD                                               16


10.     ASSIGNMENT AND SUBLETTING                                             17

   10.1   RIGHTS OF PARTIES:                                                  17
     10.1.1    Non-Assignable                                                 17
     10.1.2    Notice                                                         17
     10.1.3    Reimbursement of Costs                                         18

   10.2   EFFECT OF TRANSFER:                                                 18


11.     INSURANCE AND INDEMNITY                                               18

   11.1   TENANT'S  INSURANCE:                                                18

   11.2   LANDLORD'S INSURANCE:                                               19

   11.3   WAIVER OF SUBROGATION:                                              19

   11.4   POLICIES:                                                           19

   11.5   TENANT'S INDEMNITY:                                                 19

   11.6   LANDLORD'S INDEMNITY:                                               20


12.     DAMAGE OR DESTRUCTION                                                 20

</TABLE>

<PAGE>   5

<TABLE>
<S>       <C>                                                                 <C>
   12.1   RESTORATION:                                                        20
     12.1.1    Damage Repair                                                  20
     12.1.2    Termination of Lease                                           20
     12.1.3    Rent Abatement                                                 21
     12.1.4    Cost of Repair                                                 21


13.     EMINENT DOMAIN                                                        21

   13.1   TOTAL OR PARTIAL TAKING:                                            21

   13.2   TEMPORARY TAKING:                                                   21

   13.3   TAKING OF PARKING AREA:                                             21


14.     SUBORDINATION; ESTOPPEL CERTIFICATE                                   22

   14.1   SUBORDINATION:                                                      22
     14.1.1    Subordinate to all underlying encumbrances                     22
     14.1.2    Attornment                                                     22
     14.1.3    Failure to Perform                                             22

   14.2   ESTOPPEL CERTIFICATE:                                               22
     14.2.1    Time Limit                                                     22
     14.2.2    Failure to Perform                                             22


15.     DEFAULTS AND REMEDIES                                                 23

   15.1   TENANT'S DEFAULT                                                    23
     15.1.1    Abandonment                                                    23
     15.1.2    Failure to Pay Rent                                            23
     15.1.3    Assignment                                                     23
     15.1.4    Materially False Financial Statements                          23
     15.1.5    Failure to Observe Covenants                                   23
     15.1.6    Assignment to Creditors/Bankruptcy                             23

   15.2   LANDLORD'S REMEDIES:                                                24

   15.3   EXPENSES AND LEGAL FEES:                                            26


16.     END OF TERM                                                           26

   16.1   HOLDING OVER:                                                       26

   16.2   MERGER ON TERMINATION:                                              27

   16.3   SURRENDER OF PREMISES: REMOVAL OF PROPERTY:                         27

   16.4   TERMINATION; ADVANCE PAYMENTS:                                      27


17.     PAYMENTS AND NOTICES                                                  27
</TABLE>


<PAGE>   6

<TABLE>
<S>       <C>                                                                 <C>

18.     LIMITATION OF LIABILITY                                               27


19.     TRANSFER OF LANDLORD'S INTEREST                                       28


20.     MISCELLANEOUS                                                         28

   20.1   GENDER AND NUMBER                                                   28

   20.2   HEADINGS:                                                           28

   20.3   JOINT AND SEVERAL LIABILITY:                                        28

   20.4   SUCCESSORS:                                                         28

   20.5   TIME OF ESSENCE:                                                    28

   20.6   SEVERABILITY:                                                       28

   20.7   ENTIRE AGREEMENT                                                    29

   20.8   WAIVER OF TRIAL BY JURY.                                            29

   20.9   PARTIAL INVALIDITY                                                  29

   20.10     RECORDING                                                        29

   20.11     WAIVER                                                           29

   20.12     LATE CHARGES                                                     29

   20.13     INABILITY TO PERFORM                                             29

   20.14     CHOICE OF LAW                                                    30

   20.15     INDEPENDENTLY PROVIDED SERVICES                                  30

   20.16     PRIOR AGREEMENTS                                                 31

</TABLE>


<PAGE>   7

                                 LEASE AGREEMENT


        THIS LEASE AGREEMENT ("Lease"), dated September 17, 1998 is made by and
between #26 McCarran Center, LC, a Nevada Limited Company, (herein called
"Landlord") and Acres Gaming, (herein called "Tenant").


                              1. BASIC LEASE TERMS

         Each reference in this Lease to the "Basic Lease Terms" shall mean and
refer to the following collective terms, the application of which shall be
governed by the provisions in the remaining articles of this Lease.

1.1                        PREMISES ADDRESS

                  7115 Amigo, Suite 150

1.2                        RENTAL AREA

                  31,438 Rentable Sq. Ft.

1.3                        BUILDING DESIGNATION

                  Building 26
                  Building Rentable Sq. Ft.:  54,624
                  Building Area Acreage:  5.33 acres

1.4                        PROJECT

                  Phase II - Exhibit A-1

1.5                        SITE PLAN

                  EXHIBIT A-2

1.6                        PREMISES FLOOR PLAN

                  EXHIBIT B-1

1.7                        TERM:

                  The term of this Lease will be for a period of 60 months.

1.8                        COMMENCEMENT DATE

                  June 15, 1998 for business operations.

1.9                        PARKING ALLOCATION

                  132 parking spaces.

1.10                       OPTION TO RENEW

                  EXHIBIT "I":  One (1) Term(s) of sixty (60) months.

1.11                       BASE RENT

                  $ 36,016.00 per month during the term of the Lease. Where
                reference is made in this Lease to rent as provided in Section
                1.11, or where such reference is made to the term "Original
                Monthly Rent", such rent shall be deemed to be the Base Rent.
                TENANT SHALL RECEIVE A RENT CREDIT APPLICABLE TO THE FIRST
                MONTHS RENT OF $36,016.



                                       1
<PAGE>   8

1.12                       RENT ADJUSTMENTS

                See Section 4 below. CPI adjustments shall be capped at a two
                percent (2%) minimum and five percent (5%) maximum for any
                twelve (12) month period.

1.13                       IMPROVEMENTS

                  Landlord's Contribution: $817,388.  Please see EXHIBIT B-2.

1.14                       RULES AND REGULATIONS

                  EXHIBIT "D"

1.15                       OPERATING EXPENSES

                  See EXHIBIT "E"
                  Group I Percentage: 7.27%
                  Group II Percentage: 57.55%

1.16                       SECURITY DEPOSIT
                  $0

1.17                       PERMITTED USE

                  General Office

1.18                       ADDRESSES FOR PAYMENTS, NOTICES AND DELIVERIES:

                  Landlord:

                           #26 McCarran Center, LC
                           a Nevada Limited Liability Company
                           2300 W. Sahara, Suite 530
                           Las Vegas, NV 89102

                  Tenant:

                           Acres Gaming
                           815 NW 9th Street
                           Corvallis, OR  97330



                                       2
<PAGE>   9

                                   2. PREMISES

2.1                        LEASED PREMISES:

                  Landlord leases to Tenant and Tenant rents from Landlord the
               Premises (herein the "Premises") containing the rental area set
               forth in Section 1.2 of the Basic Lease Terms. The Premises is
               located in the building (which together with underlying real
               property is called herein the "Building"), and is a portion of
               the project including other buildings described in Section 1.4 of
               the Basic Lease Terms (herein the "Project"). The Premises and
               the Project are indicated on Exhibits "A-2". If, upon completion
               of the space plans for the Premises, Landlord's architect or
               space planner determines that the rentable area of the Premises
               differs from that set forth in the Basic Lease Terms then
               Landlord shall so notify Tenant and the Base Rent (as shown in
               Section 1.11 of the Basic Lease Terms) shall be promptly adjusted
               in proportion to the change in square footage. The rentable area
               of the Premises is determined by measuring: (i) to the
               "drip-line" of the Building's exterior walls, which includes the
               area contained within exterior entry alcoves, and (ii) to the
               centerline of all walls separating the Premises from other
               tenant's premises.

2.2                        DELIVERY AND ACCEPTANCE OF PREMISES:

                  Landlord shall deliver the Premises to Tenant, on the
               Commencement Date (unless Tenant is already in possession), and
               Landlord further warrants to Tenant that the Common Facilities
               referred to in Article 6, (i.e. plumbing, heating, air
               conditioning, ventilating, electrical, lighting facilities and
               equipment within the Building, fixtures, walls, foundations,
               ceilings, roofs, floors, windows, access doors, loading doors,
               plate glass and skylights) shall be in good operating condition
               on the Commencement Date. In the event that it is determined that
               this warranty has been violated, then it shall be the obligation
               of the Landlord, after receipt of written notice from Tenant
               setting forth with specificity the nature of the violation, to
               promptly, at Landlord's sole cost, rectify such violation.
               Tenant's failure to give such written notice to Landlord within
               six (6) months after the Commencement Date shall cause the
               conclusive presumption that Landlord has complied with all of
               Landlord's obligations hereunder unless said defect cannot be
               ascertained within six (6) months of the Commencement Date, in
               which case Tenant shall notify Landlord of such defect within
               thirty (30) days of detection of the defect or notice of a
               violation of the aforementioned warranties.

                  Except as otherwise provided in this Lease, Tenant hereby
               accepts the Premises in their existing condition as of the
               Commencement Date or the date that Tenant takes possession of the
               Premises, whichever is earlier, subject to all applicable zoning,
               municipal, county and state laws, ordinances and regulations
               governing and regulating the use of the Premises and any
               covenants or restrictions of record, and accepts this Lease
               subject thereto and to all matters disclosed thereby and by any
               exhibits attached hereto. Tenant acknowledges that neither
               Landlord nor Landlord's agent has made any representation or
               warranty as to the present or future suitability of the Premises
               for the conduct of Tenant's business.

2.3                        BUILDING NAME AND ADDRESS:

                  Tenant shall not utilize any name selected by Landlord from
               time to time for the Building and/or the Project as any part of
               Tenant's corporate or trade name. Landlord shall have the right
               to change the name, number or designation of the Building and/or
               the Project without notice or liability. Landlord agrees not to
               utilize the name or trademark of Tenant, its subsidiaries or
               affiliates without Tenant's written approval, which Tenant may
               withhold without cause or reason.



                                       3
<PAGE>   10





                                     3. TERM

3.1                        GENERAL:

                           The term  shall be for the  period  shown in  Section
1.7 of the Basic Lease Terms ("Initial Term"). Subject to the provisions of
Section 3.3, the term shall commence on the earlier of:

                a.      the date Tenant acquires unrestricted possession of the
                        Premises, or

                b.      the Commencement Date as set forth in Section 1.8.

                  Within twenty (20) days after possession of the Premises is
               tendered to Tenant, the parties shall execute the Exhibit "K"
               Certificate form provided by Landlord, which shall state the
               Commencement Date and the expiration date ("Expiration Date") of
               the Lease. Tenant's failure to execute that form shall not affect
               the validity of Landlord's determination of those dates.

                  The Premises shall be deemed ready for occupancy upon the
               tendered date, but only if and when Landlord, to the extent
               applicable:

                a.      has provided Tenant with unrestricted access to the
                        Premises, and

                b.      has obtained the occupancy permits required for Tenant's
                        unrestricted possession of the Premises.


3.2                        DELAY IN POSSESSION:

                  If Landlord cannot deliver possession of the Premises to
               Tenant on/or before the Commencement Date due to events or
               factors beyond Landlord's reasonable control, this Lease shall
               not be void or voidable nor shall Landlord be liable to Tenant
               for any resulting loss or damage. However, Tenant shall not be
               liable for any rent and the Commencement Date shall not occur
               until Landlord delivers possession of the Premises and the
               Premises are in fact ready for occupancy in accordance with
               Section 3.1; except that if Landlord's failure to so deliver
               possession on the Commencement Date is attributable to: (i)
               Tenant's delays in the reasonable approval or preparation of
               plans and specifications for improvements, (ii) unreasonable
               delays caused by the Tenant's contractors or agents in performing
               services for which Tenant is responsible, or (iii) Tenant's
               negligence or willful misconduct, then Landlord shall be entitled
               to full performance by Tenant (including the payment of rent)
               from the Commencement Date. If Landlord does not deliver
               possession of the Property to Tenant within sixty (60) days after
               the Commencement Date, Tenant may elect to cancel this Lease by
               giving written notice to Landlord within ten (10) days after the
               sixty (60) day period ends. If Tenant gives such notice, the
               Lease shall be canceled and neither Landlord nor Tenant shall
               have any further obligations to the other.

3.3                        EARLY OCCUPANCY:

                  If Tenant occupies the Premises prior to the Commencement Date
               for business operations, then Tenant's occupancy of the Premises
               shall be subject to all of the provisions of this Lease. Early
               occupancy of the Premises shall not advance the expiration date
               of this Lease.

3.4                        OPTION TERM(S):

                  Tenant is hereby granted the right and option to extend this
               Lease for the additional term or terms as provided in Exhibit I
               (hereinafter "Option Term(s)"), attached hereto and incorporated
               herein, commencing at the expiration of the Initial Term. Such
               option is granted upon the following terms and conditions:



                                       4
<PAGE>   11

                  1.  Terms and Conditions

                                     Except as set forth in Section 3.4.4 below,
                          the Option Term(s) shall be on the same terms,
                          covenants, conditions, provisions and agreements as in
                          this Lease and any amendments thereto.

                  2.  Uncured Defaults

                                     No uncured default exists at the time of
                          the exercise of the Option Term.

                  3.  Written Notice

                                     Tenant gives to Landlord and Landlord
                          receives from Tenant written notice of the exercise to
                          each option to extend this Lease no earlier than nine
                          (9) months and no later than six (6) months prior to
                          the expiration of the term immediately preceding the
                          Option Term(s) to be exercised. If said notification
                          is not given and received, the option to be exercised
                          shall automatically expire. Failure to exercise an
                          option shall result in automatic expiration of all
                          successive options.

                  4.  Payable Rent

                                     The rent payable during the Option Term(s)
                          shall be payable and computed as provided in Exhibit
                          "I" attached hereto.


                         4. RENT AND OPERATING EXPENSES

4.1                        BASE RENT:

                     From and after the Commencement Date, Tenant shall pay
                  without deduction or offset the Base Rent (including
                  subsequent adjustments, if any) as stated in Section 1.11. The
                  Base Rent shall be due and payable in equal monthly
                  installments on the first day of each month. If the
                  Commencement Date occurs on a day other than the first day of
                  the month, the first installment of Base Rent shall include
                  rent for both the fractional month, if any, starting with the
                  Commencement Date and the following calendar month. No demand,
                  notice or invoice shall be required.

4.2                        OPERATING EXPENSES

4.2.1             PAYMENT OF OPERATING EXPENSES

                    Tenant shall pay to Landlord during the term hereof, in
                  addition to and concurrently with the Base Rent, Tenant's
                  prorata share of Operating Expenses (as hereinafter defined).

4.2.2             TENANT'S PRORATA SHARE DEFINED

                    Tenant's Premises are located within a multi-tenant office
                  Building which is a part of a multi-office Project. The
                  services provided by Landlord for the maintenance, operation
                  and repair of the Building and Project are set forth in
                  Section 4.2.3 and Exhibit "E". The measurements (rentable
                  square feet, usable square feet and acreage) set forth in this
                  Lease and Exhibits are calculations provided by the Landlord's
                  engineers and architects which Landlord and Tenant agree are
                  reasonable and shall only be subject to revision by common
                  agreement of the Landlord and Tenant.


4.2.3             OPERATING EXPENSES

                    Operating Expenses shall mean all costs paid or incurred by
                  Landlord in operating, cleaning, equipping, protecting,
                  lighting, repairing, replacing, heating, air-conditioning, and
                  maintaining the Building as a first class office project, and
                  a proration of Operating Expenses for all common areas within
                  the Project as provided in Exhibit E or as otherwise
                  reasonably determined by Landlord, including by way of
                  illustration but not limitation, all of the following: (i) the
                  cost of providing, managing, maintaining and repairing all
                  structural and mechanical portions and 


                                       5
<PAGE>   12

                  components of the Building including, without limitation,
                  heating and air conditioning systems, plumbing and all other
                  utilities and the cost of supplies, equipment and maintenance
                  and service contracts in connection therewith; (ii) a pro rata
                  portion of the cost of: repairs and general maintenance of all
                  landscaping, parking areas, structures and signs, and trash
                  removal; (iii) the cost of fire, extended coverage, sprinkler,
                  public liability, property damage, and other insurance; (iv)
                  wages, salaries and other labor costs including taxes,
                  insurance, retirement, medical and other reasonable employee
                  benefits for individuals providing direct repair, maintenance
                  and upkeep services to the Building and Project; (v) fees,
                  charges and other costs actually paid by Landlord, including
                  management fees and accounting fees, of all independent
                  contractors engaged by Landlord or reasonably charged by
                  Landlord if Landlord performs management services for the
                  Project, Building or Premises, as the case may be; (vi) the
                  cost of supplying, replacing and cleaning employee uniforms;
                  (vii) a pro rata portion of the actual cost of the Project
                  manager's offices in the Project provided said offices are
                  devoted solely to the management, operation, maintenance or
                  repair of the Project and the costs of the office are shared
                  by all areas within the Project being serviced thereby; (viii)
                  the cost of business licenses and similar taxes; (ix) any
                  costs or fees imposed, assessed or levied pursuant to any
                  applicable laws; (x) a prorata portion of any charges which
                  are payable by Landlord pursuant to a service agreement with
                  the County of Clark for services which are provided directly
                  to the Project; (xi) the reasonable costs of contesting the
                  validity or applicability of any governmental enactment which
                  would increase Operating Expenses; (xii) personal property
                  taxes and the cost of depreciation or the rental expense of
                  personal property used in the maintenance, operation and
                  repair of the Building and Project; (xiii) wages, salaries,
                  normal employee benefits and taxes (or an allocation of the
                  foregoing) for personnel working full or part time in
                  connection with only the operation, maintenance and management
                  of the Building and Common Facilities, (xiv) the Real Property
                  Taxes attributed to the Building on a fully assessed basis as
                  further defined in Section 4.2.7. For purposes of computing
                  rent adjustments pursuant to this Article, Operating Expenses
                  for the entire Project shall be allocated and charged to
                  Tenant in accordance with generally accepted accounting
                  principals (GAAP) and expressed as an amount per square foot
                  of Rentable Area.


4.2.4             EXCLUSION FROM OPERATING EXPENSES

                    The following items shall not be included in Operating
                  Expenses: (i) any expenses which under generally accepted
                  accounting principles would not be considered a maintenance,
                  repair and/or operating expense for a multi-tenant commercial
                  office facility, (ii) costs associated with the operation of
                  the business of the entity which constitutes the "Landlord",
                  as distinguished from the costs of the Building operations,
                  maintenance and repair; including, but not limited to, the
                  legal and accounting costs associated with the marketing,
                  selling, syndicating, financing, mortgaging, or hypothecating
                  of any of Landlord's interest in the Building or Project, the
                  costs of disputes between Landlord and its employees, tenants
                  or contractors, expenses incurred by Landlord to prepare,
                  renovate, repaint, redecorate or perform any other work within
                  any space leased to an existing or prospective tenant of the
                  Building, (iii) expenses for any item or service which Tenant
                  pays directly to a third party or separately reimburses
                  Landlord and expenses incurred by Landlord to the extent the
                  same are reimbursable or reimbursed from any other tenants or
                  third parties, (iv) expenses in connection with services
                  provided solely to the premises of other tenants or
                  prospective tenants which are of no benefit to Tenant, (v)
                  depreciation and/or amortization of the Building, (vi) the
                  cost of repairs or other work incurred by reason of fire,
                  windstorm or other casualty, except for reasonable deductibles
                  paid under insurance contracts, (vii) Landlord's gross
                  receipts taxes, personal and corporate taxes, inheritance and
                  estate taxes, franchise, gift or transfer taxes, (viii) the
                  cost of alterations or capital improvements which under
                  generally accepted accounting principles are properly
                  classified as capital expenditures, (ix) expenses for the
                  replacement of any item covered under warranty, (x) the cost
                  of repair necessitated by Landlord's negligence or willful
                  misconduct, or to correct any latent defects or original
                  design defects in the Building construction, materials or
                  equipment, (xi) salaries of employees above the 



                                       6
<PAGE>   13

                  grade of Manager or Superintendent for the Building or Project
                  and/or salaries of employees whose time or cost billed as an
                  Operating Expense was not exclusively devoted to the Building
                  or Project, (xii) fees paid to Landlord or its affiliates to
                  the extent that such fees exceed the customary amount charged
                  for the service provided in Clark County, Nevada, (xiii) HVAC
                  modifications or replacements necessary to comply with
                  federal, state and local laws which were in existence at the
                  time of the Lease Commencement, including the Environmental
                  Protection Agency requirements and ASHRE standards for the
                  maintenance of fresh air and HCVFC/CFC within the Premises.

                    Landlord shall have the right, from time to time, to
                  allocate some or all of the Operating Expenses for the Project
                  among different portions, such as office or retail portions,
                  of the Project ("Cost Pools"), in accordance with generally
                  accepted accounting principles. The Operating Expenses within
                  each such Cost Pool shall be allocated and charged to the
                  tenants within such Cost Pool as an amount per square foot of
                  Rentable Area, based on the total Rentable Area within such
                  Cost Pool.

                    The inclusion of the improvements, facilities and services
                  set forth in Section 4.2, or in Exhibit "E", shall not be
                  deemed to impose an obligation upon Landlord to either have
                  said improvements or facilities or to provide those services
                  unless; (i) the Project already has the same, or (ii) Landlord
                  already provides the services, or (iii) Landlord has agreed
                  elsewhere in this Lease to provide the same or some of them.

4.2.5             ANNUAL STATEMENT OF OPERATING EXPENSES

                    By March 1 of each Lease Year, or as soon thereafter as
                  practicable, but no later than April 1, Landlord shall furnish
                  to Tenant a statement showing the actual Operating Expenses
                  for the previous Lease Year, and any charge or credit to
                  Tenant necessary to adjust the Additional Rent previously paid
                  by Tenant to reflect the actual Operating Expenses. If such
                  statement reveals an underpayment, Tenant shall promptly pay,
                  within thirty (30) days of written notice, to Landlord an
                  amount equal to such underpayment (whether or not this Lease
                  has expired or been terminated), and if such statement shows
                  an overpayment, Landlord shall credit the next monthly rental
                  payment of Tenant, or, if the Term has expired, refund the
                  overpayment to Tenant within thirty (30) days of this
                  determination.

                    In the event of any good faith dispute as to the amount or
                  nature of any Operating Expense, Tenant or its agents shall
                  have the right, not more frequently than once per calendar
                  year, after notice to Landlord and at reasonable times, to
                  inspect and photocopy Landlord's Operating Expense records at
                  Landlord's office. Should Tenant dispute such Operating
                  Expenses, Tenant shall be entitled, not later than one year
                  following the operating year in question, to retain an
                  independent certified public accountant or other competent
                  real estate professional applying GAAP, who is not contracted
                  or compensated on a contingency fee basis, to audit Landlord's
                  Operating Expense records for the calendar year in question,
                  which audit shall be completed within sixty (60) days of
                  commencement. Tenant shall be entitled to escrow any payments
                  for increases in operating expenses while completing its
                  audit, which escrow shall not exceed sixty (60) days. Should
                  the audit determine that Tenant was over-charged, then, within
                  fifteen (15) days of Landlord's inspection of the audit,
                  Landlord shall credit Tenant the amount of such over-charge
                  toward the payments of Base Rent and Additional Rent next
                  coming due under the Lease. Should the audit determine that
                  Tenant has been under-charged, Tenant shall reimburse Landlord
                  for such amount as Additional Rent next coming due under the
                  Lease. Tenant agrees to pay the cost of the audit, unless the
                  audit determines that Landlord's calculation of Operating
                  Expenses was in error by more than five percent (5%), in which
                  case Landlord shall pay for the audit.



                                       7
<PAGE>   14

4.2.6             COST SAVINGS OR MANDATED CAPITAL IMPROVEMENTS

                                    (a) For any Lease Year during the Term which
                         is included in the useful life of a "Capital
                         Improvement," Tenant shall pay as Additional Rent an
                         amount equal to the product of (i) the "Capital
                         Improvement Amortization" per square foot of Rentable
                         Area in the Building, multiplied by (ii) the number of
                         square feet of Rentable Area in the Premises.

                                    (b) "Capital Improvements" shall only pass
                         through as an expenditure in as much as they pertain to
                         any equipment, device or other improvement acquired or
                         installed subsequent to the commencement of the
                         construction of the building or other relevant portion
                         of the Project which benefits all tenants in the
                         Building and is intended or necessary: (i) to achieve
                         economies in the operation, maintenance and repair of
                         the Building or such relevant portion of the Project;
                         (ii) to comply with any statute, ordinance, code,
                         controls or guidelines which shall be enacted after the
                         execution of this lease document, or (iii) to comply
                         with any other future governmental requirement with
                         respect to the building or any such relevant portion of
                         the Project, including without limitation, fire,
                         health, safety or construction requirements, as it
                         pertains to the common areas of the Project.

                                    (c) "Capital Improvement Amortization" shall
                         mean the amount determined by multiplying the actual
                         cost, including financing costs, of each Capital
                         Improvement acquired by Landlord by the constant annual
                         percentage required to fully amortize such cost over
                         the useful life of the Capital Improvement (as
                         reasonably determined by GAAP). The Capital Improvement
                         Amortization shall be allocated and charged to Tenant
                         in accordance with generally accepted accounting and
                         management practices and as an amount per square foot
                         of Rentable Area.


4.2.7             REAL PROPERTY TAXES

                    "Real Property Taxes" shall mean all taxes, assessments
                  (special or otherwise) and charges levied upon or with respect
                  to the Building Area as explained in Exhibit E. Real Property
                  Taxes shall include, without limitation, any tax, fee or
                  excise on the act of entering into this Lease, on the
                  occupancy of Tenant, the rent hereunder or in connection with
                  the business of owning and/or renting space in the Project
                  which are now or hereafter levied or assessed against Landlord
                  by the United States of America, the State of Nevada or any
                  political subdivision, public corporation, district or other
                  political or public entity, and shall also include any other
                  tax, assessment, fee or excise, however described (whether
                  general or special, ordinary or extraordinary, foreseen or
                  unforeseen), which may be levied or assessed in lieu of, as a
                  substitute for, or as an addition to, any other Real Property
                  Taxes. Landlord may pay any such special assessments in
                  installments when allowed by law, in which case Real Property
                  Taxes shall include any interest charged thereon. Real
                  Property Taxes shall also include reasonable legal fees, costs
                  and disbursements incurred in connection with proceedings to
                  contest, determine or reduce Real Property Taxes. Real
                  Property Taxes shall not include income, franchise, transfer,
                  inheritance or capital stock taxes, unless such taxes are
                  levied or assessed against Landlord in lieu of, or as a
                  substitute for, any other tax which would otherwise constitute
                  a Real Property Tax.


4.2.8             FINAL DETERMINATION

                                    Even though the Lease has terminated and
                         Tenant has vacated the Premises, when the final
                         determination is made of Tenant's share of Operating
                         Expenses for any prior calendar year in which the Lease
                         terminates, Tenant shall, within thirty (30) days of
                         receipt of written notice pay the entire increase due
                         over the estimated expenses paid. Conversely, any
                         overpayment made in the event expenses decrease shall
                         be, within thirty (30) days, rebated by Landlord to
                         Tenant.



                                       8
<PAGE>   15

4.3                        COST OF LIVING INCREASES:

                  After the Commencement Date and upon the expiration of each
               twelve (12) calendar month period thereafter during the Term
               hereof, rent shall be adjusted by multiplying the Base Rent by a
               fraction, which fraction shall have as its numerator the Consumer
               Price Index For All Urban Consumers (hereafter the "CPI") using
               the U.S. City Average (Base Period 1982-84=100), as published by
               the U.S. Department of Labor, Bureau of Labor Statistics, for the
               calendar month which is four (4) months prior to the expiration
               of the applicable twelve (12) month period, and which shall have
               as its denominator the CPI, as published for the calendar month
               which is four (4) months prior to the commencement of the Term.
               If the present base of the CPI should hereafter be changed, then
               the new base shall be converted to the base now used. In the
               event that the Bureau should cease to publish the CPI, then any
               similar index published by any other branch or department of the
               U.S. Government shall be used. In the event said Bureau shall
               publish more than one such index, the index showing the greater
               proportionate increase shall be used, and if none is so
               published, then another index generally recognized as
               authoritative shall be substituted by agreement of the parties
               hereto, or if no such agreement is reached within a reasonable
               time, either party may make application to any court of competent
               jurisdiction to designate such other index. In any event, the
               base used by any new index shall be reconciled to the 1982-84=100
               Base Index. In no event shall the rent to be paid by Tenant
               pursuant hereto be less than the Base Rent or the Base Rent as
               adjusted with respect to the next preceding twelve (12) month
               period, whichever is the greater. In the event the numerator is
               not available at the time of adjustment of the rent as provided
               herein, Tenant shall continue to pay the rent established for the
               next prior twelve (12) month period; provided, however, Tenant
               shall promptly pay to Landlord any deficiency at such time as
               said rent is adjusted.

4.4                        SECURITY DEPOSIT:

                  None.

4.5                        OPTION RENT:

                  As set forth in Exhibit "I" attached hereto and incorporated
               herein.


                                     5. USE

5.1                        USE:
                  Tenant shall use the Premises only for the purposes stated in
               Section 1.17 of the Basic Lease Terms. Tenant 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 any, fire or other insurance upon the
               Premises, Project or the Building, or cause a cancellation of any
               insurance policy covering said Premises, Project or Building or
               any part thereof or any of its contents. Tenant shall not do or
               permit or suffer anything to be done in or about the Premises
               which will in any way obstruct or interfere with the rights of
               other tenants or occupants of the Building or Project and Tenant
               shall take all necessary action to prevent odors, emissions,
               fumes, liquids or other substances or excessive noise from
               escaping or extending beyond the Premises. Tenant shall not use
               or allow the Premises to be used for any improper, unlawful or
               extra hazardous purpose. Tenant shall refrain from using or
               permitting the use of the Premises or any portion thereof as
               living quarters, sleeping quarters or for lodging purposes.
               Tenant shall, at its sole cost and expense, promptly comply with
               all federal, state, county, borough or municipal laws,
               ordinances, rules, regulations, directives, orders and/or
               requirements now in force or which may hereafter be in force with
               respect to the Premises (other than those that apply to
               structural elements of the Building), Tenant's use and occupancy
               of the Premises and Tenant's business conducted thereon and with
               the requirements of any board of fire underwriters or other
               similar bodies now or hereafter constituted relating to or
               affecting the condition, use or occupancy of the Premises. The
               judgment of any court of competent jurisdiction or the admission
               of Tenant in any action against Tenant, whether Landlord be a
               party thereto or not, that Tenant has violated any law, 



                                       9
<PAGE>   16

               statute, ordinance or requirement, shall be conclusive of that
               fact as between Landlord and Tenant. Tenant shall be solely
               responsible for and pay, and shall indemnify and hold Landlord
               harmless from and against, all costs, expenses (including
               attorneys' fees), fines, damages, penalties and surcharges
               incurred or arising by reason of Tenant's failure to promptly and
               completely perform Tenant's obligations under this Section.

5.2                         HAZARDOUS MATERIALS:

                 Landlord shall not cause or permit any Hazardous Materials (as
               defined below) to be brought upon, kept or used in or about the
               Building, Project or Tenant's Premises, by Landlord, its agents,
               employees, or contractors unless such Hazardous Materials are (i)
               necessary to Landlord's business or for the maintenance, repair
               or cleaning of the Project and Buildings situated therein, and
               (ii) will be used, kept and stored in a manner that complies with
               all Hazardous Material Laws (as defined below). Should Landlord
               fail to fulfill its obligations as stated herein with regard to
               Hazardous Materials brought on the Project previously to or
               during the term of this Lease, Landlord shall indemnify Tenant as
               set forth in this Section 5.2 except that the references to
               Landlord and Tenant shall be reversed accordingly.

                  Except for ordinary cleaning and office supply materials,
               Tenant shall not cause, permit or allow any Hazardous Materials
               (as defined below) to be brought upon, kept or used in or about
               the Premises, Building and/or Project, by Tenant, its agents,
               employees, contractors or invitees, without the prior written
               consent of Landlord (which consent Landlord shall not
               unreasonably withhold as long as Tenant demonstrates to Landlord
               reasonable satisfaction that such Hazardous Materials are
               necessary to Tenant's business, and will be used, kept and stored
               in a manner that complies with all Hazardous Materials Laws (as
               defined below) regulating any such Hazardous Materials so brought
               upon, used or kept in or about the Premises.) If (i) Tenant
               breaches any obligation stated in the preceding sentence, or (ii)
               the presence of Hazardous Materials in the Premises caused or
               permitted by Tenant results in contamination of the Premises, the
               Building, any other Building in the Project, any structure,
               system or improvement in the Project, any soil or water in, on,
               under or about the Project (collectively, the "Property"), or
               (iii) contamination of the Property by Hazardous Materials
               otherwise occurs for which Tenant is legally liable to Landlord
               for damage resulting therefrom, then Tenant shall indemnify,
               defend and hold Landlord and landlord's partners, affiliates,
               employees, contractors, representatives, lenders, successors and
               assigns (collectively, the "Indemnified Parties") harmless from
               any and all claims, judgments, damages, penalties, fines, costs,
               liabilities, losses, actions or causes of action (including,
               without limitation, diminution in value of the Premises, the
               Building, or any other building in the Project, any structure,
               system or improvement in the Project, damages for the loss or
               restriction on use of rentable or usable space or of any amenity,
               damages arising from any adverse impact on marketing any of the
               foregoing, and sums paid in settlement of claims, attorneys' fees
               and costs incurred, consultant fees and expert fees) made,
               brought or sought against or suffered or incurred by the
               Indemnified Parties, or any of them, which arise during or after
               the Term of this Lease as a result of such contamination. This
               indemnification of Landlord by Tenant includes, without
               limitation, costs incurred in connection with any investigation
               of site conditions or any cleanup, remedial, removal or
               restoration work required by any federal, state or local
               governmental agency or political subdivision or required to
               return the property to the condition existing prior to the
               introduction of any such Hazardous Materials for which Tenant is
               responsible. Tenant's obligations hereunder shall survive the
               expiration or earlier termination of the Term of this Lease.

                  Tenant and Landlord shall at all times and in all respects
               comply with all federal, state and local laws, ordinances and
               regulations ("Hazardous Materials Laws") relating to industrial
               hygiene, environmental protection or the use, analysis,
               generation, manufacture, storage, disposal or transportation of
               any oil or petrochemical products, PCB, flammable materials,
               explosives, asbestos, urea formaldehyde, radioactive materials or
               waste, or other hazardous, toxic, contaminated or polluting
               materials, substances or wastes, including, without limitation,
               any substances defined as or included in the definition of
               "Hazardous Materials", "toxic substances" or "chemicals known to
               the State to cause 



                                       10
<PAGE>   17

               cancer or reproductive toxicity" under any such Hazardous
               Materials Laws (collectively, "Hazardous Materials").

5.3                        SIGNS:

                  Tenant shall not place any signs on the Premises without
               Landlord's prior written consent. Tenant's signs shall conform to
               the "Master Sign Plan" as set forth in Exhibit "L" as approved or
               amended by the governing Municipal or County body. Tenant shall
               not place or suffer to be placed on the exterior walls of the
               Premises or Building or upon the roof or any exterior door or
               wall or on the exterior or interior of any window thereof any
               sign, awning, canopy, marquee, advertising matter, decoration,
               letter or other thing of any kind (exclusive of the signs, if
               any, which may be provided for in the original construction or
               improvement plans and specifications approved by Landlord or
               Tenant hereunder, and which conform to Landlord's sign criteria
               and the Master Sign Plan) without the prior written consent of
               Landlord. In the event Tenant shall install any sign which does
               not meet Landlord's sign criteria and the Master Sign Plan,
               Landlord shall notify Tenant of the non-conformance and Tenant
               shall have thirty (30) days in which to cure or diligently pursue
               the correction of the non-conformance, after which Landlord shall
               have the right and authority without liability to Tenant to enter
               upon the Premises, remove the subject sign and repair all damage
               caused by the removal of the sign. All costs and expenses
               incurred by Landlord shall be immediately paid by Tenant as
               additional rent. Landlord reserves the right to remove Tenant's
               sign during any period when Landlord repairs, restores,
               constructs or renovates the Premises or the Building of which the
               Premises is a part. Tenant shall not conduct, nor permit to be
               conducted, either voluntarily or involuntarily, any auctions or
               sheriff's sales from the Premises without having first obtained
               Landlord's prior written consent. Notwithstanding anything to the
               contrary in this Lease, Landlord shall not be obligated to
               exercise any standard of reasonableness in determining whether to
               grant such consent.



                    6. COMMON FACILITIES AND VEHICLE PARKING

6.1                        OPERATION AND MAINTENANCE OF COMMON FACILITIES:

                  During the Term, Landlord shall operate all Common Facilities
               within the Project. The term "Common Facilities" shall mean all
               areas outside of the exterior walls, glass or partitions of the
               Building and other buildings in the Project and all other
               appurtenant areas and improvements provided by Landlord for the
               common use of Landlord and tenants and their respective employees
               and invitees, including, without limitation, parking areas and
               structures, driveways, or private streets, sidewalks, landscaped
               and planted areas not located within the premises of any tenant.

6.2                        USE OF COMMON FACILITIES:

                  The occupancy by Tenant of the Premises shall include the use
               of the Common Facilities in common with Landlord and with others
               for whose convenience and use the Common Facilities may be
               provided by Landlord, subject, however, to compliance with all
               rules and regulations as are prescribed from time to time by
               Landlord. Landlord shall at all times during the Term have
               exclusive control of the Common Facilities, and may restrain any
               use or occupancy, except as authorized by Landlord's rules and
               regulations. Tenant shall keep the Common Facilities clear of any
               obstruction or unauthorized use related to Tenant's operations.
               Except in the event of Landlord's negligence or willful
               misconduct, nothing in this Lease shall be deemed to impose
               liability upon Landlord for any damage to or loss of the
               property, or for any injury to, Tenant, its invitees or
               employees. Landlord may, temporarily close any portion of the
               Common Facilities for repairs or alterations, to prevent a public
               dedication or the accrual of prescriptive rights. Under no
               circumstances shall the right herein granted to use the Common
               Facilities be deemed to include the right to store any property,
               temporarily or permanently, on the Common Facilities. Any such
               storage shall be permitted only by the prior written consent of
               Landlord or Landlord's designated agent, which consent may be
               revoked at any time. In the event that any 



                                       11
<PAGE>   18


               unauthorized storage shall occur, then Landlord shall have the
               right, without notice, in addition to such other rights and
               remedies that it may have, to remove the property and charge the
               cost to Tenant, which cost shall be immediately payable upon
               demand by Landlord.

6.3                        PARKING:

                  Subject to Landlord's right to adopt reasonable,
               nondiscriminatory modifications and additions to the regulations
               by written notice to Tenant, Tenant shall have the parking rights
               set forth in Exhibit "F".


6.3.1             PARKING MAINTENANCE

                                    Landlord shall cause to be maintained, an
                         automobile parking area ("Parking Area") within the
                         Project for the benefit and use of the visitors and
                         patrons and employees of Tenant, and other tenants and
                         occupants of the Project, subject to any and all
                         conditions as set forth in Exhibit "F" attached hereto
                         and incorporated herein. The Parking Area shall include
                         the automobile parking stalls, driveways, entrances,
                         exits, sidewalks and attendant pedestrian passageways
                         and other areas designated for parking. Landlord shall
                         determine the nature and extent of the Parking Area and
                         make such changes which, in its opinion, are in the
                         best interests of all persons using the Parking Area.
                         Nothing contained in this Lease shall be deemed to
                         create liability upon Landlord for any damage to motor
                         vehicles of visitors or employees, unless ultimately
                         determined to be caused by the negligence or willful
                         misconduct of Landlord, its agents, servants and
                         employees. Landlord shall also have the right to
                         establish, amend, and enforce against all users of the
                         Parking Area reasonable rules and regulations as
                         Landlord may deem necessary and advisable for the
                         proper and efficient operation and maintenance of the
                         Parking Area.

                           a.       The Landlord shall contract for Security
                                    Personnel to monitor the Common Facilities
                                    of the Project. The extent and scope of the
                                    use of Security Personnel to monitor the
                                    Common Facilities, including the Parking
                                    Area, shall be under Landlord's sole
                                    control. The use of Security Personnel to
                                    monitor the Common Facilities shall be for
                                    the protection of the capital improvements
                                    of the Project and shall not create nor
                                    impose upon Landlord or its agents an
                                    obligation or duty to protect or defend the
                                    property or personal well being of Tenant,
                                    its employees, guests or agents.


6.4                        CHANGES AND ADDITIONS BY LANDLORD:

                  Landlord reserves the right to make alterations or additions
               to the Building(s) or the Project, or to the attendant fixtures,
               equipment and Common Facilities. Landlord may relocate or remove
               the buildings, Parking Areas and other Common Facilities, and may
               add buildings and other structures to the Project from time to
               time. Except for those portions of the Premises physically
               affected by a change or alteration, no change shall entitle
               Tenant to any abatement of rent or other claim against Landlord,
               provided that the change does not deprive Tenant of reasonable
               access to or use of the Premises.


                     7. MAINTENANCE, REPAIRS AND ALTERATIONS

7.1                        LANDLORD'S OBLIGATIONS:

                  1.  Building Maintenance and Repair

                  Except for damage caused by any negligent or willful
               misconduct of Tenant, Tenant's employees, suppliers, shippers,
               customers or invitees, (in which event Tenant shall repair the
               damage), Landlord at Landlord's expense, shall keep in good
               condition and repair the foundations, exterior walls, structural

                                       12
<PAGE>   19

               condition of interior bearing walls, roof structure of the
               Building, utility installations of the Common Facilities and all
               parts thereof, as well as providing the services for which there
               is an Operating Expense pursuant to Section 4.2. Landlord shall
               not be obligated to paint the Building's interior walls, nor
               shall Landlord be required to maintain, repair or replace
               windows, Tenant's signs, the doors or plate glass of the
               Building. Landlord shall have no obligation to begin repairs
               under this Section 7.1 until ten (10) days after receipt of
               written notice from Tenant of the need for such repairs. If
               Landlord has not performed or undertaken to perform maintenance
               or repair services required under this Lease within ten (10) days
               of receipt of written notice from Tenant, Tenant may take such
               reasonable action as is necessary to make repairs or perform such
               services and deduct the cost of such performance from any sums
               due Landlord hereunder. In case of emergencies, the aforesaid ten
               (10) day period shall be reduced to such period as is reasonable
               under the circumstances and Tenant shall only be required to
               provide oral notice to Landlord. Landlord shall not be liable for
               damages or loss of any kind or nature by reason of Landlord's
               failure to furnish any such services when such failure is caused
               by strikes, lockout or any other labor disturbances or disputes
               of any character beyond the reasonable control of Landlord.

                  2.  ADA and Health Laws

                  Landlord represents and warrants that upon the Commencement
               Date, the Premises shall be in compliance with the requirements
               of the Americans with Disabilities Act of 1990 ("ADA"), and other
               Federal, State or local laws relating to environmental, health
               and safety matters ("Health Laws"). Landlord further represents
               and warrants that all future construction, repairs or alterations
               to the Building, Plaza or Project shall be in compliance with the
               requirements of the ADA and Health Laws, as then recognized and
               applied. If alterations to the Premises, Building, Plaza or
               Project are required due to Landlord's failure to comply with the
               ADA or Health Laws, as they were applied at the time of
               construction or alteration, then Landlord shall be fully
               responsible for compliance at Landlord's sole cost and expense,
               which shall not be passed through to Tenant. However, should
               Federal, State or Local Authorities enact changes to the ADA or
               Health Laws such that alterations to the Building, Plaza or
               Project are required to accommodate Tenant, its employees and/or
               visitors, those necessary and required alterations shall be made
               by Landlord and amortized as an Operating Expense under generally
               acceptable accounting principals. Any modifications to the
               Premises which are required under the ADA or Health Laws due to
               Tenant's floor plan or specific use thereof shall be made by
               Tenant, at Tenants sole cost and expense, in a good and
               workmanlike manner.


7.2                        TENANT'S OBLIGATIONS:

7.2.1             PREMISES REPAIR AND MAINTENANCE

                                    At Tenant's expense, Tenant shall keep in
                         good order, condition and repair the Premises and every
                         part thereof, including, without limiting the
                         generality of the foregoing, all plumbing, heating,
                         ventilating and air conditioning systems electrical and
                         lighting facilities and equipment within the Premises,
                         fixtures, interior walls and interior surfaces of
                         exterior walls, ceilings, windows (including glass and
                         casings), doors (including casings), plate glass and
                         skylights located within the Premises. Landlord
                         reserves the right to procure, oversee and maintain a
                         ventilating and air conditioning system maintenance
                         contract for the Premises, which expense shall be a
                         part of the Operating Expenses passed thru to Tenant.

7.2.2             REMEDY FOR FAILURE TO PERFORM

                                    If Tenant fails to perform Tenant's
                         obligations under this Section 7.2, Landlord may enter
                         upon the Premises after ten (10) days' prior written
                         notice to Tenant (except in the case of emergency, in
                         which event, no notice shall be required), perform such
                         obligations on Tenant's behalf and put the Premises in
                         good order, condition and repair, and the cost thereof
                         shall be due and payable as additional rent to Landlord
                         together with Tenant's next Base Rent installment.



                                       13
<PAGE>   20

7.3                        ALTERATIONS AND ADDITIONS:

7.3.1             CONSENT

                                    Tenant shall not, without Landlord's prior
                         written consent, make any alterations, improvements,
                         additions or Utility Installations, on or about the
                         Premises, or the Project, except for nonstructural
                         alterations to the interior of Premises not exceeding
                         Ten Thousand Dollars ($10,000) annually during the
                         Term. In any event, whether or not in excess of Ten
                         Thousand Dollars ($10,000) in annual costs, Tenant
                         shall make no change or alteration to the exterior of
                         the Premises, nor the exterior of the Building, nor the
                         Project without Landlord's prior written consent. As
                         used in this Lease, the term "Utility Installations"
                         shall mean window coverings, air lines, power panels,
                         electrical distribution systems, lighting fixtures,
                         space heaters, air conditioning, plumbing and fencing.
                         Landlord may require that Tenant remove any and all of
                         said alterations, improvements, additions or Utility
                         Installations at the expiration of the term, and
                         restore the Premises and the Project to their prior
                         condition provided that Landlord shall have so notified
                         Tenant at the time it grants consent therefore.
                         Landlord may require Tenant to provide Landlord, at
                         Tenant's sole cost and expense, a lien and completion
                         bond in an amount equal to one and one-half times the
                         estimated cost of such improvements, to insure Landlord
                         against any liability for mechanic's and materialman's
                         liens and to insure completion of the work. Tenant,
                         Tenant's contractor and materialmen further agree to
                         abide by the terms and conditions set forth in Exhibit
                         C "Tenants Work Letter". Should Tenant make any
                         alterations, improvements, additions or Utility
                         Installations without the prior approval of Landlord,
                         Landlord may, at any time during the term of this
                         Lease, require that Tenant remove any or all of same.
                         In the event that either Landlord or Tenant, during the
                         Term, shall be required by the order or decree of any
                         court, or any other governmental authority, or by law,
                         code or ordinance, (including but not limited to the
                         Americans With Disabilities Act as amended) to repair,
                         alter, remove, reconstruct, or improve any part of the
                         Premises due to Tenant's specific use, interior space
                         plan or alteration of the Premises, then Tenant shall
                         make or Tenant shall be required to permit Landlord to
                         perform such repairs, alterations, removals,
                         reconstruction's, or improvements without effect
                         whatsoever to the obligations or covenants of Tenant
                         herein contained, at Tenant's sole cost and expense,
                         and Tenant hereby waives all claims for damages or
                         abatement of rent because of such repairing,
                         alteration, removal, reconstruction, or improvement.

7.3.2             WRITTEN NOTICE

                                    Any alterations, improvements, additions or
                         Utility Installations in or about the Premises or the
                         Project that Tenant shall desire to make and which
                         requires the consent of Landlord, shall be presented to
                         Landlord in written form with proposed detailed plans.
                         Landlord's consent shall be deemed conditioned upon
                         Tenant acquiring a permit to do so from appropriate
                         governmental agencies, the furnishing of a copy thereof
                         to Landlord prior to the commencement of the work and
                         the compliance by Tenant of all conditions of said
                         permit in a prompt and expeditious manner.

7.3.3             PAYMENT OF LABOR

                                    Tenant shall pay, when due, all claims for
                         labor or materials furnished or alleged to have been
                         furnished to or for Tenant at or for use in the
                         Premises, which claims are, or may be secured by, any
                         mechanic's or materialman's lien against the Premises,
                         or the Project, or any interest therein. Tenant shall
                         give Landlord not less than ten (10) days' notice prior
                         to the commencement of any work in the Premises, and
                         Landlord shall have the right to post notices of
                         non-responsibility in or on the Premises or the
                         Building as provided by law. If Tenant shall in good
                         faith contest the validity of any such lien, claim or
                         demand, then Tenant shall, at its sole expense, defend
                         itself and Landlord against the same and shall pay and
                         satisfy any such adverse judgment that may be rendered
                         thereon, before the enforcement thereof, against
                         Landlord or the Premises or the Project upon the
                         condition that if Landlord shall require, 



                                       14
<PAGE>   21

                         Tenant shall furnish to Landlord a surety bond
                         satisfactory to Landlord in an amount equal to such
                         contested lien claim or demand indemnifying Landlord
                         against liability for the same and holding the Premises
                         and the Project free from the effect of such lien or
                         claim.

7.3.4             ALTERATIONS PROPERTY OF LANDLORD

                                    All alterations, improvements, additions and
                         Utility Installations, which may be on the Premises,
                         shall be the property of Landlord and shall remain upon
                         and be surrendered with the Premises at the expiration
                         of the Term, unless Landlord requires their removal.
                         Notwithstanding the provisions of this paragraph,
                         Tenant's machinery, equipment and trade fixtures, other
                         than that which is affixed to the Premises, and other
                         than Utility Installations, shall remain the property
                         of Tenant and may be removed by Tenant subject to the
                         provisions of Section 7.2

7.4                        UTILITY ADDITIONS:

                  Landlord reserves the right to install new or additional
               utility facilities throughout the Building and the Common
               Facilities for the benefit of Landlord or Tenant, or any other
               tenant of the Project, including, but not limited to, such
               utilities as plumbing, electrical systems, security systems,
               communication systems and fire protection and detection systems,
               so long as such installations do not unreasonably interfere with
               Tenant's use of the Premises.

7.5                        ENTRY AND INSPECTION:

                  Landlord shall at all times have the reasonable right,
              provided reasonable notice is given to Tenant except where
              Landlord determines an emergency exists, to enter the Premises to
              inspect them, to supply services in accordance with this Lease, to
              protect the interests of Landlord in the Premises, to alter,
              improve or repair the Premises or any other portion of the
              Building, or as otherwise permitted in this Lease, all without
              being deemed to have caused an eviction of Tenant and without
              abatement of rent except as provided elsewhere in this Lease.
              During the last one hundred and eighty (180) days of the Term, or
              when an uncured tenant default exists, Landlord may enter the
              Premises, provided reasonable notice is given, to show the
              Premises to prospective tenants. If Tenant permanently vacates the
              Premises and fails to pay rent, Landlord may enter the Premises
              and alter them without abatement of rent and without liability to
              Tenant. Landlord shall at all times have and retain a key or code
              which unlocks all of the doors in the Premises, excluding Tenant's
              vaults and safes, and Landlord shall have the right to use any and
              all means which Landlord may deem proper to open the doors in an
              emergency in order to obtain entry to the Premises. Any entry to
              the Premises obtained by Landlord pursuant to this Section 7.5
              shall not under any circumstances be deemed to be a forcible or
              unlawful entry into, or a detainer of the Premises, or an eviction
              of Tenant from the Premises.


7.6                        TENANT'S NON-STANDARD BUILDING IMPROVEMENTS:

                  Tenant shall commence the installation of fixtures, equipment
                and any other Tenant's Work as set forth in Exhibits "B" or "C"
                promptly upon substantial completion of Landlord's Work and
                Tenant shall diligently pursue such installation and work to
                completion. All of Tenant's Work shall be at Tenant's sole cost
                and expense and shall be pursuant to plans and specifications
                which meet Landlord's reasonable approval. If required by
                Landlord, Tenant shall provide its own trash container(s) as
                needed for containment and removal of construction debris from
                Tenant's Work and Tenant shall remove said trash containers
                prior to opening for business. The location of the trash
                containers shall be designated by Landlord. During the Tenant
                improvement period, Tenant and its contractor, if any, shall
                keep the Common Facilities free of all construction and related
                debris. Prior to opening for business, Tenant shall remove all
                construction and related debris from the Premises and Common
                Facilities, and all such areas shall be in broom clean condition
                and the Common Facilities shall be returned to the condition it
                was in prior to commencement of Tenant's Work. Tenant's
                contractor shall name Landlord, its employees and agents as
                additional named insureds on contractor's insurance policies.
                All Tenant's Work shall be undertaken and completed in a good,



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<PAGE>   22

                workmanlike manner, and Tenant shall obtain all necessary
                governmental permits, licenses and approvals with respect
                thereto and shall fully comply with all governmental statutes,
                ordinances, rules and regulations pertaining thereto. Tenant
                covenants that no work by Tenant or Tenant's employees, agents
                or contractors shall disrupt or cause a slowdown or stoppage of
                any work conducted by Landlord on the Premises or Project of
                which it is a part except in cases of "Force Majure" as set
                forth on Section 20.13.

7.7                        LANDLORD'S IMPROVEMENTS:

                  If the Premises is not presently complete, Landlord shall
                deliver to Tenant, and Tenant agrees to accept from Landlord,
                possession of the Premises upon substantial completion of
                Landlord's Work as described in Landlord's Guidelines for
                Standard Tenant Improvements (Exhibit "C" attached hereto and
                made a part hereof.) Landlord shall, as soon as is reasonably
                possible after the execution of this Lease, commence and pursue
                to completion the improvements to be erected by Landlord. The
                term substantial completion of Landlord's Work' is defined as
                the date on which Landlord, or its project architect, notifies
                Tenant in writing that the Premises is substantially complete to
                the extent of Landlord's work, with the exception of such work
                as Landlord cannot complete until Tenant performs necessary
                portions of its work.


                  8. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY

8.1                        TAXES ON TENANT'S PROPERTY:

                  Tenant shall be liable for and shall pay all taxes and
               assessments levied against all personal property of Tenant
               located in the Premises. If any taxes on Tenant's personal
               property are levied against Landlord or Landlord's property is
               increased by the inclusion of a value placed upon the personal
               property of Tenant, and if Landlord pays the taxes based upon the
               increased assessment, Tenant shall pay to Landlord the taxes so
               levied against Landlord or the proportion of the taxes resulting
               from the increase in the assessment.


                                  9. UTILITIES



9.1                        MULTI-TENANT BUILDING

         Landlord shall cause public utilities to furnish at all times during
the term of this Lease, as appropriate, electricity, gas, water and sewage
utilized in operating any and all facilities serving the Premises. Tenant shall
pay, prior to any delinquency, for all water, gas, heat, light, power, telephone
and other utilities and services supplied to the Premises. If any such services
are not separately metered to the Premises, Tenant shall pay, prior to any
delinquency, Tenant proportion of those charges jointly metered with other
premises in the Project.


9.2                        LIABILITY OF LANDLORD

         Except in the event of Landlord's negligence or willful misconduct,
Landlord shall not be liable for failure to furnish, or for suspension or delays
in furnishing, any such utility services caused by breakdown, maintenance or
repair work, strike, civil commotion, governmental regulations or any other
cause or reason whatever beyond the control of Landlord. Suspension or
interruption of services shall not result in abatement of rent, be deemed an
eviction or release Tenant of performance of Tenant's obligations under this
Lease.

         Notwithstanding any other provisions of this Lease, in the event there
is an interruption of essential services by reason of Landlord's negligence, or
due to Landlord's performance of repairs, additions, alterations, or



                                       16
<PAGE>   23

replacements, which interruption of essential services prevents Tenant from
using all of the Premises for the conduct of its business for a period in excess
of two (2) business days, and provided Tenant does not occupy the Premises
during such period, except for such limited times and purposes as do not invoke
any exclusion in Landlord's applicable insurance policy, then Tenant shall be
entitled to abate the payment of all Rent and additional rent routinely due
pursuant to the terms and provisions of this Lease for the period commencing on
the third (3rd) business day of the interruption of such essential services and
ending on the earlier of (i) the date Tenant reoccupies the Premises for the
conduct of its business therein or (ii) the date Landlord shall have restored
the essential services so interrupted.



                          10. ASSIGNMENT AND SUBLETTING

10.1                       RIGHTS OF PARTIES:

10.1.1            NON-ASSIGNABLE

                             Neither Tenant, nor Tenant's legal representatives,
                          successors or assigns, shall assign, mortgage or
                          encumber this Lease, or sublet or permit the Premises
                          or any part thereof to be used or occupied by others,
                          without the prior written consent of Landlord in each
                          instance, which consent shall not be unreasonably
                          withheld or delayed. Any such assignment, mortgage,
                          encumbrance, sublease or permission without such
                          consent shall be voidable at the option of Landlord.
                          If this Lease is assigned, or if the Premises or any
                          part thereof is sublet or occupied by any party other
                          than Tenant, Landlord may, after default by Tenant,
                          collect rent from the assignee, subtenant or occupant,
                          and apply the net amount collected to the rent herein
                          reserved, but no such assignment, subletting,
                          occupancy or collection shall be deemed a waiver by
                          Landlord of Tenant's default, or the acceptance of the
                          assignee, subtenant or occupant as a tenant, or a
                          release of Tenant from the further performance by
                          Tenant of the obligations on the part of Tenant set
                          forth herein. The consent by Landlord to an assignment
                          or subletting shall not be construed to relieve
                          Tenant, the assignee or the subtenant from obtaining
                          the express consent in writing of Landlord to any
                          further assignment or subletting or to release Tenant
                          from any liability, whether past, present or future,
                          under this Lease or from any liability under this
                          Lease because of Landlord's failure to give notice of
                          default by Tenant (or by the assignee or subleases
                          pursuant to the assumption agreement described below)
                          under any of the terms, covenants, conditions,
                          provisions or agreements of this Lease.
                          Notwithstanding the foregoing, no consent shall be
                          required for an assignment or subletting by Tenant to
                          any subsidiary of Tenant, its affiliate or related
                          company.

10.1.2            NOTICE

                             If Tenant desires to transfer an interest in this
                          Lease, it shall first notify Landlord of its desire
                          and shall first offer such space to the Landlord for
                          recapture by sending notification to Landlord of the
                          amount of space and the date the space will become
                          available (the Recapture Notice). If Landlord fails to
                          accept recapture of the space by notice to Tenant
                          within ten (10) business days from the Recapture
                          Notice, Tenant shall be entitled to effect such a
                          transfer subject to existing use exclusions exercised
                          by other existing tenants and Landlord's reasonable
                          approval, which shall not be unreasonably withheld,
                          conditioned or delayed; and if such transfer be in the
                          form of a sublease, Landlord's approval shall not be
                          required provided that Tenant shall continue to be
                          liable under this Lease. Prior to the effectiveness of
                          any transfer hereunder, and as a precondition of any
                          approval required hereunder, Tenant shall submit in
                          writing to Landlord: (i) the name and address of the
                          proposed transferee; (ii) the nature of any proposed
                          subtenant's or assignee's business to be carried on in
                          the Premises; (iii) the terms and provisions of any
                          proposed sublease or 


                                       17
<PAGE>   24


                          assignment; and (iv) any other information requested
                          by Landlord and reasonably related to the transfer.

                             If Landlord consents to the proposed transfer,
                          Tenant may within ninety (90) days after the date of
                          the consent effect the transfer upon the terms
                          described in the information furnished to Landlord;
                          provided that any material change in the terms shall
                          be subject to Landlord's consent as set forth in this
                          Section. Landlord shall approve or disapprove any
                          requested transfer within fifteen (15) days following
                          receipt of Tenant's written request and the
                          information set forth above.

10.1.3            REIMBURSEMENT OF COSTS

                             Tenant shall reimburse Landlord for Landlord's
                          reasonable costs and attorneys' fees incurred in
                          connection with the processing and documentation of
                          any requested transfer, not to exceed Five Hundred
                          Dollars ($500).

10.2                       EFFECT OF TRANSFER:

                  No subletting or assignment, even with the consent of
                Landlord, shall relieve Tenant of its obligation to pay rent and
                to perform all its other obligations under this Lease. Moreover,
                Tenant shall indemnify and hold Landlord harmless, as provided
                in Section 11.5, for any acts or omission by an assignee or
                subtenant. Each transferee, other than Landlord, shall assume
                all obligations of Tenant under this Lease and shall be liable
                jointly and severally with Tenant for the payment of all rent,
                and for the due performance of all of Tenant's obligations under
                this Lease. No transfer shall be binding upon Landlord unless
                any document memorializing the transfer is delivered to Landlord
                and, if the transfer is an assignment of sublease, both the
                assignee/subtenant and Tenant deliver to Landlord an executed
                document which contains: (i) a covenant of assumption by the
                assignee/subtenant, and (ii) an indemnification agreement by
                Tenant, both satisfactory in substance and form to Landlord and
                consistent with the requirements of this Article; provided that
                the failure of the assignee/subtenant or Tenant to execute the
                instrument of assumption shall not release either from any
                obligation under this Lease.

                  The acceptance by Landlord of any payment due under this Lease
                from any other person shall not be deemed to be a waiver by
                Landlord of any provision of this Lease to be a consent to any
                transfer. Consent by Landlord to one or more transfers shall not
                operate as a waiver or estoppel to the future enforcement by
                Landlord of its rights under this Lease.


                           11. INSURANCE AND INDEMNITY

11.1                       TENANT'S  INSURANCE:

                  Beginning on the date Tenant is given access to the Premises
                for any purpose and continuing until expiration of the Term,
                Tenant shall procure, pay for and maintain in effect policies of
                casualty insurance covering trade fixtures, merchandise and
                other personal property from time to time in on or about the
                Premises, in amounts reasonable in relation to the value of the
                property insured and Tenant's financial condition, from time to
                time, providing protection against any peril included with the
                classification "Fire and Extended Coverage," together with
                insurance against sprinkler damage, vandalism and malicious
                mischief.

                  Beginning on the date Tenant is given access to the Premises
                for any purpose and continuing until expiration of the Term (and
                any other Option Term(s)), Tenant shall provide, pay for and
                maintain in effect worker's compensation insurance as required
                by law and commercial general insurance on the Premises and the
                operations of Tenant in, on or about the Project, providing
                personal injury and broad form property damage coverage for not
                less than One Million Dollars ($1,000,000.00) combined single



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<PAGE>   25

                limit for bodily injury, death and property damage liability.
                Such liability insurance shall name Landlord as an additional
                insured on such insurance policy. Tenant shall also procure
                adequate insurance to cover all of Tenant's obligations under
                this Lease, including, but not limited to Tenant's obligations
                to indemnify Landlord as set forth in Section 11.5 below.

11.2                       LANDLORD'S INSURANCE:

                  Landlord shall provide the following types of insurance, with
                or without deductible, reasonable in relation to the value of
                the property insured and Landlord's financial condition from
                time to time, and the common practice of landlords of comparable
                properties in the Las Vegas area: "all risk" property insurance,
                subject to standard exclusions, covering the Building, Premises
                and Tenant Improvements, and such other risks as Landlord or its
                mortgages may from time to time deem appropriate. Tenant shall
                be named as an additional insured to the extent of Tenant's
                contributions to the Tenant Improvements in the Premises.
                Landlord shall not be required to carry insurance of any kind on
                Tenant's property, including leasehold improvements, trade
                fixtures, furnishings, equipment, plate glass, signs and all
                other items of personal property, and shall not be obligated to
                repair or replace the property should damage occur except to the
                extent caused by the negligent acts or omissions of Landlord.
                All proceeds of insurance maintained by Landlord upon the
                Premises and Project shall be the property of Landlord.

11.3                       WAIVER OF SUBROGATION:

                  Landlord and Tenant hereby waive any rights each may have
                against the other on account of any loss or damage occasioned to
                Landlord or Tenant, as the case may be, or to the Premises or
                its contents, and which may arise out of or incident to the
                perils insured against under Section 11.2, which perils occur
                in, on or about the Premises, whether due to the negligence of
                Landlord or Tenant or their agents, contractors and/or invitees
                to the extent of such insurance (including any deductibles). The
                parties shall obtain from their respective insurance companies
                insuring the property a waiver of any right of subrogation which
                said insurance companies may have against Landlord or Tenant as
                the case may be.

11.4                       POLICIES:

                  All insurance to be maintained by Tenant or Landlord under
                this Lease shall be procured from an insurance company or
                companies rated "A-11" or better in "Best's Insurance Guide" and
                admitted in the State of Nevada, and Tenant shall deliver to
                Landlord, prior to taking occupancy of the Premises,
                Certificates of Insurance required to be maintained by Tenant
                hereunder, together with evidence of the payment of the premiums
                thereof. The policies evidencing such insurance shall provide
                that they shall not be canceled except after thirty (30) days
                prior written notice of intention to modify or cancel has been
                given to Landlord and any lienholder named as beneficiary
                thereunder. At least ninety (90) days prior to the expiration
                date of any policy to be maintained by Tenant hereunder, Tenant
                shall deliver to Landlord a renewal policy or "binder" therefor.

11.5                       TENANT'S INDEMNITY:

                  Tenant shall defend, indemnify and hold harmless Landlord, its
                agents and any and all affiliates of Landlord, including,
                without limitation, any partners, co-venturers, corporations or
                other entities controlling, controlled by or under common
                control with Landlord, from and against any and all claims or
                liabilities arising either before or after the Commencement Date
                from Tenant's use or occupancy of the Premises, the Building,
                the Project or the Common Facilities, or from the conduct of its
                business, or from any activity, work or thing done, permitted or
                suffered by Tenant or its agents, employees, invitees or
                licensees in or about the Premises, the Building, the Project or
                the Common Facilities, or from any default in the performance of
                any obligation on Tenant's part to be performed under this
                Lease, or from any act of negligence or willful misconduct of
                Tenant or its agents, employees, visitors, patrons, guests,
                invitees, or licensees. In case Landlord, its agent or
                affiliates are made a party to any litigation commenced by or
                against Tenant, then Tenant shall protect and hold Landlord
                harmless and shall pay 



                                       19
<PAGE>   26

                all reasonable costs, expenses and attorneys' fees incurred or
                paid by Landlord in connection with the litigation.

11.6                       LANDLORD'S INDEMNITY:

                  Landlord shall defend, indemnify and hold harmless Tenant, its
                agents and any and all affiliates of Tenant, including, without
                limitation, any partners, co-venturers, corporations or other
                entities controlling, controlled by or under common control with
                Tenant, from and against any and all claims or liabilities
                arising from the negligent acts or willful misconduct of
                Landlord, its agents or affiliates. Landlord shall not be liable
                to Tenant, its employees, agents and invitees, and Tenant hereby
                waives all claims against Landlord for loss of or damage to any
                property, or any injury to any person, or loss or interruption
                of business or income, resulting from (i) Tenant's failure to
                properly maintain the Premises in a commercially safe and
                reasonable manner, or (ii) from fire, explosion, falling
                plaster, steam, gas, electricity, water or rain which may leak
                or flow from or into any part of the Premises or from the
                breakage, leakage, obstruction or other defects of the pipes,
                sprinklers, wires, appliances, plumbing, air conditioning,
                electrical works or other fixtures in the Building, whether the
                damage or injury results from conditions arising in the Premises
                or in other portions of the Building. Neither Landlord nor its
                agents shall be liable for interference with light or other
                similar intangible interests. Tenant shall immediately notify
                Landlord in case of fire or accident in the Premises, the
                Building or the Project and of defects in any improvements or
                equipment.



                            12. DAMAGE OR DESTRUCTION

12.1                       RESTORATION:

12.1.1            DAMAGE REPAIR

                             If the Building of which the Premises are a part is
                          damaged, Landlord shall repair that damage as soon as
                          reasonably possible, at its expense, unless: (i)
                          Landlord reasonably determines that the cost of repair
                          would exceed ten percent (10%) of the full replacement
                          cost of the Building ("Replacement Cost") and the
                          damage is not covered by Landlord's fire and extended
                          coverage insurance (or by normal extended coverage
                          policy should Landlord fail to carry that insurance);
                          or (ii) Landlord reasonably determines that the cost
                          of repair would exceed twenty-five percent (25%) of
                          the Replacement Cost; or (iii) Landlord reasonably
                          determines that the cost of repair would exceed ten
                          percent (10%) of the Replacement Cost and the damage
                          occurs during the final twelve (12) months of the
                          Term.

                             Should Landlord elect not to repair the damage for
                          one of the preceding reasons, Landlord shall so notify
                          Tenant in writing within sixty (60) days after the
                          damage occurs and this Lease shall terminate as of the
                          date of that notice and the obligations of the parties
                          shall terminate as if the Lease term had naturally
                          expired.

12.1.2            TERMINATION OF LEASE

                             Unless Landlord elects to terminate this Lease in
                          accordance with subsection 12.1.1 above, this Lease
                          shall continue in effect for the remainder of the
                          Term. However, provided that if the damage is so
                          extensive as to reasonably prevent Tenant's
                          substantial use and enjoyment of the Premises for more
                          than fifteen (15) days, then Tenant may elect to
                          terminate this Lease by written notice to Landlord
                          within fifteen (15) days of receiving Landlord's
                          notice of intent not to repair.

                                       20
<PAGE>   27

12.1.3            RENT ABATEMENT

                             Commencing on the date of any damage to the
                          Premises, and ending on the date the damage is
                          repaired or this Lease is terminated, whichever occurs
                          first, the rental to be paid under this Lease shall be
                          abated in the same proportion that the floor area of
                          the Premises that is rendered unusable by the damage
                          from time to time bears to the total floor area of the
                          Premises.

12.1.4            COST OF REPAIR

                                    Notwithstanding the provisions of the above
                          subsections of this Section, if the damage is due to
                          the negligence or willful misconduct of Tenant or its
                          employees, subtenants, invitees or representatives,
                          the cost of any repairs not covered by Landlord's
                          insurance on the Building shall be borne by Tenant,
                          and Tenant shall not be entitled to rental abatement
                          or termination rights. In addition, the provisions of
                          this Section shall not be deemed to require Landlord
                          to repair any improvements or fixtures that Tenant is
                          obligated to repair or insure pursuant to any other
                          provision of this Lease.


                               13. EMINENT DOMAIN

13.1                       TOTAL OR PARTIAL TAKING:

                  If all or a material portion of the Premises is taken by any
                lawful authority by exercise of the right of eminent domain, or
                sold to prevent a taking, either Tenant or Landlord may
                terminate this Lease effective as of the date possession is
                required to be surrendered to the authority. In the event title
                to a portion of the Building or Project, other than the
                Premises, is taken or sold in lieu of taking, and if Landlord
                elects to restore the Building in such a way as to alter the
                Premises materially, Landlord or Tenant may terminate this
                Lease, by written notice to the other, effective on the date of
                vesting of title. In the event neither party has elected to
                terminate this Lease as provided above, then Landlord shall
                promptly, after receipt of a sufficient condemnation award,
                proceed to restore the Premises to substantially their condition
                prior to the taking, and a proportionate allowance shall be made
                to Tenant for the rent corresponding to the time during which,
                and to the part of the Premises of which, Tenant is deprived on
                account of the taking and restoration. In the event of a taking,
                Landlord shall be entitled to the entire amount of the
                condemnation award without deduction for any estate or interest
                of Tenant; provided that nothing in this Section shall be deemed
                to give Landlord any interest in, or prevent Tenant from seeking
                any award against the taking authority for the taking of
                personal property and fixtures belonging to Tenant or for
                relocation or business interruption expenses recoverable from
                the taking authority.

13.2                       TEMPORARY TAKING:

                  No temporary taking of the Premises by governmental authority
                shall terminate this Lease or give Tenant any right to abatement
                of rent, however, any award specifically attributable to a
                temporary taking of the Premises shall belong entirely to
                Tenant. A temporary taking shall be deemed to be a taking of the
                use or occupancy of the Premises for a period not to exceed
                fifteen (15) days.

13.3                       TAKING OF PARKING AREA:

                  In the event there shall be a taking of the Tenant's Parking
                Area such that Landlord can no longer provide sufficient parking
                to comply with this Lease, Landlord may substitute reasonably
                equivalent parking in a location within five minutes walking
                distance of the Building; provided that if Landlord fails to
                make that substitution within fifteen (15) days following the
                taking and if the taking materially impairs Tenant's use and
                enjoyment of the Premises, Tenant may, at its option, terminate
                this Lease by notice to Landlord. If this Lease is not so
                terminated by Tenant, there shall be no abatement of rent and
                this Lease shall continue in effect.


                                       21
<PAGE>   28

                     14. SUBORDINATION; ESTOPPEL CERTIFICATE

14.1                       SUBORDINATION:

14.1.1            SUBORDINATE TO ALL UNDERLYING ENCUMBRANCES

                                    At the option of Landlord, this Lease shall
                          be either superior or subordinate to all ground or
                          underlying Leases, mortgages, deeds of trust and
                          conditions, covenants and restrictions, reciprocal
                          easements and rights of way, if any, which may
                          hereafter affect the Premises or Project, and to all
                          renewals, modifications, consolidations, replacements
                          and extensions thereof; provided, that so long as
                          Tenant is not in default under this Lease, this Lease
                          shall not be terminated nor shall Tenant's quiet
                          enjoyment of the Premises be disturbed. Tenant shall
                          also, upon the reasonable written request of Landlord,
                          execute and deliver those instruments, including the
                          Estoppel Certificate attached as Exhibit N, as may be
                          required from time to time to subordinate the rights
                          of Tenant under this Lease to any ground or underlying
                          Lease or to the lien of any mortgage or deed of trust,
                          or if requested by Landlord to subordinate in whole or
                          in part, any ground or underling Lease or the lien of
                          any mortgage or deed to trust to this Lease. Tenant
                          does hereby appoint Landlord as it's special
                          attorney-in-fact to execute said instruments should
                          Tenant wrongfully fail to provide such.


14.1.2            ATTORNMENT

                                    Tenant convenants and agrees to attorn to
                          any successor to Landlord's interest in any ground or
                          underlying lease, and in the event, this Lease shall
                          continue as a direct lease between Tenant herein and
                          such landlord or its successor.

14.1.3            FAILURE TO PERFORM

                                    Failure of Tenant to execute any statements
                          or instruments prepared by Landlord and materially
                          true in form and fact as to the provisions of this
                          Lease and necessary or desirable to effectuate the
                          provisions of this Article within fifteen (15) days
                          after written request by Landlord, shall constitute a
                          default under this Lease. In that event Landlord shall
                          have the right, by written notice to Tenant, to
                          terminate this Lease as of a date not less than
                          fifteen (15) days after the date of Landlord's notice.
                          Landlord's election to terminate shall not release
                          Tenant of any liability for its default.

14.2                       ESTOPPEL CERTIFICATE:

14.2.1            TIME LIMIT

                                    Tenant shall, at any time not more than
                          twenty (20) days after receipt from Landlord, execute,
                          acknowledge and deliver to Landlord the Estoppel
                          Certificate attached hereto as Exhibit N. The Estoppel
                          Certificate may be relied upon by any prospective
                          purchaser or encumbrance of all or any portion of the
                          Building or Project.

14.2.2            FAILURE TO PERFORM

                                    Tenant's failure to deliver the Estoppel
                          Certificate within the provided time shall be
                          conclusive upon Tenant that: (i) this Lease is in full
                          force and effect without modification except as may be
                          represented by Landlord, (ii) there are no uncured
                          defaults in Landlord's performance, and (iii) not more
                          than one month's rental has been paid in advance.



                                       22
<PAGE>   29

                            15. DEFAULTS AND REMEDIES

15.1                       TENANT'S DEFAULT

                  In addition to any other event of default set forth in this
                Lease, the occurrence of any one or more of the following events
                shall constitute a default by Tenant:

15.1.1            ABANDONMENT

                             The abandonment of the Premises by Tenant.
                          Abandonment shall be defined as any absence by Tenant
                          from the Premises for fifteen (15) consecutive days
                          (or longer) or sixty (60) days (whether consecutive or
                          not) in any calendar year accompanied by Tenant's
                          failure to pay rent covering the abandonment period.

15.1.2            FAILURE TO PAY RENT

                             Except as permitted by this Lease, the failure by
                          Tenant to make any payment of rent or additional rent
                          required to be made by Tenant, where the failure
                          continues for a period of five (5) days after notice
                          thereof from Landlord. For purposes of this default
                          and remedy provision, the term "additional rent" shall
                          be deemed to include all amounts of any type
                          whatsoever, other than Base Rent, to be paid by Tenant
                          pursuant to the terms of this Lease.

15.1.3            ASSIGNMENT

                             Assignment, sublease, encumbrance or other transfer
                          of the Lease by Tenant, either voluntarily or by
                          operation of law, whether by judgment, execution
                          transfer by intestacy or testacy, or other means,
                          without the prior written consent of Landlord, if
                          necessary.

15.1.4            MATERIALLY FALSE FINANCIAL STATEMENTS

                             The discovery by Landlord that any financial
                          statement provided by Tenant, or by any affiliate,
                          successor or guarantor of Tenant was materially false.

15.1.5            FAILURE TO OBSERVE COVENANTS

                             The failure or inability by Tenant to observe or
                          perform any of the express or implied covenants or
                          provisions of this Lease to be observed or performed
                          by Tenant, other than as specified in any other
                          subsection of this Section, where the failure
                          continues for a period of thirty (30) days after
                          written notice from Landlord to Tenant. However, if
                          the nature of the failure is such that more than
                          thirty (30) days are reasonably required for its cure,
                          then Tenant shall not be deemed to be in default if
                          Tenant commences the cure within thirty (30) days and
                          thereafter diligently pursues the cure to completion.

15.1.6            ASSIGNMENT TO CREDITORS/BANKRUPTCY

                             The making by Tenant of any general assignment for
                          the benefit of creditors; the filing by or against
                          Tenant of a petition to have Tenant adjudged a debtor
                          under the Bankruptcy Code or to have debts discharged
                          or a petition for reorganization or arrangement under
                          any law relating to bankruptcy (unless, in the case of
                          a petition filed against Tenant, the same is dismissed
                          within sixty (60) days); the appointment of a trustee
                          or receiver to take possession of substantially all of
                          Tenant's assets or of Tenant's interest in this Lease,
                          if possession is not restored to Tenant within thirty
                          (30) days; the attachment, execution or other judicial
                          seizure of substantially all of Tenant's assets
                          located at the Premises or of Tenant's interests in
                          this Lease where the seizure is not discharged within
                          thirty (30) days; or Tenant's convening of a meeting
                          of its creditors for the purpose of effecting a
                          moratorium upon or composition of its debts.



                                       23
<PAGE>   30

                             Landlord shall not be deemed to have knowledge of
                          any event described in this subsection unless
                          notification in writing is received by Landlord, nor
                          shall there be any presumption attributable to
                          Landlord of Tenant's insolvency. In the event that any
                          provision of this subsection is contrary to applicable
                          law, the provision shall be of no force or effect.

15.2                       LANDLORD'S REMEDIES:

                  In the event that Landlord elects to declare a breach of this
                Lease, then Landlord shall have the right to give Tenant notice
                of intention to end the term of this Lease and thereupon the
                term of this Lease shall expire as fully and completely as if
                that day were the day herein definitely fixed for the expiration
                of the Term and Tenant shall then quit and surrender the
                Premises to Landlord, but Tenant shall remain liable as
                hereinafter provided. If Tenant fails to so quit and surrender
                the Premises as aforesaid, Landlord shall have the right as
                provided by law to evict Tenant and the legal representatives of
                Tenant and all other occupants of the Premises by unlawful
                detainer or other summary proceedings, or otherwise, and remove
                their effects and regain possession of the Premises (but
                Landlord shall not be obligated to effect such removal).

                  In the event of any breach of this Lease by Tenant (and
                regardless of whether or not Tenant has abandoned the Premises)
                this Lease shall not terminate unless Landlord, at Landlord's
                option, elects at any time when Tenant is in breach of this
                Lease to terminate Tenant's right to possession or, at
                Landlord's further option, by the giving of any notice
                (including but not limited to any notice preliminary or
                prerequisite to the bringing of legal proceedings in unlawful
                detainer) terminating Tenant's right to possession. For so long
                as this Lease continues in effect, Landlord may enforce all of
                Landlord's rights and remedies under this Lease, including the
                right to recover all rent as it becomes due hereunder. For the
                purposes of this paragraph, the following shall not constitute
                termination of Tenant's right to possession: acts of maintenance
                or preservation or efforts to relet the Premises, or the
                appointment of a receiver upon initiative of Landlord to protect
                Landlord's interest under this Lease.

                  In the event of termination of this Lease, or termination of
                Tenant's right to possession as the result of Tenant's breach of
                this Lease, Landlord shall have the right:

                  a.    To relet the Premises for such rent and upon such terms
                      as are reasonable under the circumstances. If the full
                      rent reserved under this Lease (and any of the costs,
                      expenses or damages indicated below) shall not be realized
                      by Landlord, Tenant shall be liable for all damages
                      sustained by Landlord, including, without limitation,
                      deficiency in rent, reasonable attorneys' fees, other
                      collection costs, brokerage fees, and expenses of placing
                      the Premises in first-class rentable condition. Landlord's
                      putting the Premises in good order or preparing the same
                      for rerental shall not operate or be construed to release
                      Tenant from liability hereunder. Landlord shall not be
                      liable for failure to relet the Premises. In no event
                      shall Tenant be entitled to receive any excess of such net
                      rent collected over the sums payable by Tenant to Landlord
                      hereunder. Any damage or loss of rent sustained by
                      Landlord may be recovered by Landlord, at Landlord's
                      option, at the time of the reletting, or in separate
                      actions, from time to time, as said damages shall have
                      been ascertained by successive reletting, or, at
                      Landlord's option, may be deferred until the expiration of
                      the term of this Lease (in which event Tenant hereby
                      agrees that the cause of action shall not be deemed to
                      have accrued until the date of expiration of said term).
                      All rights and remedies of Landlord under this Lease shall
                      be cumulative and shall not be exclusive if any other
                      rights and remedies provided to Landlord under applicable
                      law.

                  b.    To remove any and all persons and property from the
                      Premises, with or without legal process, and pursuant to
                      such rights and remedies as the laws of the State of
                      Nevada shall then provide or permit, but Landlord shall
                      not be obligated to effect such removal. Said property
                      may, at Landlord's option, be stored or otherwise dealt
                      with as such laws may then provide or permit, including
                      but not limited to the right of Landlord to store the
                      same, or any part thereof, in a warehouse or elsewhere at
                      the expense and risk of and for the account of Tenant.



                                       24
<PAGE>   31

                  c.    To enforce, to the extent permitted by the laws of the
                      State of Nevada then in force and effect, any other rights
                      or remedies set forth in this Lease or otherwise
                      applicable hereto by operation of law or contract.

                  In the event of a breach or threatened breach by Tenant of any
                of the terms, covenants, conditions, provisions or agreements of
                this Lease, Landlord shall have the right of injunction. Mention
                in this Lease of any particular remedy shall not preclude
                Landlord from any other remedy, at law or in equity.

                  If Tenant vacates or abandons the Premises, any property that
                Tenant leaves in the Premises shall be deemed to have been
                abandoned and may either be retained by Landlord as the property
                of Landlord or may be disposed of at public or private sale in
                accordance with applicable law as Landlord sees fit. The
                proceeds of any public or private sale of Tenant's property, or
                the then current fair market value of any property retained by
                Landlord shall be applied by Landlord against (i) the expenses
                of Landlord for removal, storage or sale of the property; (ii)
                the arrears of rent or future rent payable under this Lease; and
                (iii) any other damages to which Landlord may be entitled
                hereunder. Further, Landlord may, upon presentation of evidence
                of a claim valid upon its face of ownership or for security
                interest in any of Tenant's property abandoned in the Premises,
                turn over such property to the claimant with no liability to
                Tenant.

                  The following shall be Events of Bankruptcy under this Lease:
                (1) Tenant's becoming insolvent, as that term is defined in
                Title 11 of the United States Code, entitled Bankruptcy, 11
                U.S.C. Sec 101 et seq. (the "Bankruptcy Code"), or under the
                insolvency laws of any State, District, Commonwealth or
                territory of the United States ("insolvency Laws"); (2) The
                appointment of a receiver or custodian for any or all of
                Tenant's property or assets, or the institution of a foreclosure
                action upon any of Tenant's real or personal property; (3) The
                filing of a voluntary petition under the provisions of the
                Bankruptcy Code or Insolvency Laws; (4) The filing of an
                involuntary petition against Tenant as the subject debtor under
                the Bankruptcy Code or Insolvency Laws, which is either not
                dismissed within sixty (60) days of filing, or results in the
                issuance of an order for relief against the debtor, whichever is
                later; or (5) Tenant's making or consenting to an assignment for
                the benefit of creditors or a common law composition of
                creditors.

                  Upon occurrence of an Event of Bankruptcy, Landlord shall have
                the right to terminate this Lease by giving written notice to
                Tenant, provided, however, that this section shall have no
                effect while a case in which Tenant is the subject debtor under
                the Bankruptcy Code is pending, unless Tenant or its Trustee is
                unable to comply with the provisions below. At all other times
                this Lease shall automatically cease and terminate, and Tenant
                shall be immediately obligated to quit the Premises upon the
                giving of notice pursuant to this section. Any other notice to
                quit, or notice of Landlord's intention to re-enter is hereby
                expressly waived.

                  If Landlord elects to terminate this Lease, everything
                contained in this Lease on the part of Landlord to be done and
                performed shall cease without prejudice, subject, however, to
                the rights of Landlord to recover from Tenant all rent and any
                other sums accrued up to the time of termination or recovery of
                possession by Landlord, whichever is later, and any other
                monetary damages or loss of reserved rent sustained by Landlord.

                  Without regard to any action by Landlord as authorized above,
                Landlord may at its discretion exercise all the additional
                provisions set forth below.

                  In the event Tenant becomes the subject debtor in a case
                pending under the Bankruptcy Code, Landlord's right to terminate
                this Lease pursuant to this section shall be subject to the
                rights of the Trustee in Bankruptcy to assume or assign this
                Lease. The Trustee shall not have the right to assume or assign
                this Lease unless the Trustee (i) promptly cures all defaults
                under this Lease, (ii) 


                                       25
<PAGE>   32

                properly compensates Landlord for monetary damages, incurred as
                a result of such default, and (iii) provide adequate assurance
                of future performance on the part of Tenant as debtor in
                possession or on the part of the assignee of Tenant.

                  Landlord and Tenant hereby agree in advance that adequate
                assurance of future performance, as used herein, shall mean that
                all of the following minimum criteria must be met; (i) Tenant
                must pay its estimated pro rata share of Adjustments (whether
                provided directly or through agents or contractors and whether
                or not previously included as part of the minimum rent), in
                advance of the performance or provisions of such services, (ii)
                The Trustee must agree that Tenant's business shall be conducted
                in a first class manner, and that no liquidating sales, auction,
                or other non-first class business operations shall be conducted
                in the Premises; (iii) The Trustee must agree that the use of
                the Premises as stated in this Lease will remain unchanged and
                that no prohibited use shall be permitted; and (iv) The Trustee
                must agree that the assumption of this Lease will not violate or
                affect the right of other tenants in the Project.

                  In the event Tenant is unable to (i) cure its defaults, (ii)
                reimburse the Landlord for its monetary damages, (iii) pay the
                rent due under this Lease, and all other payments required by
                Tenant under this Lease on time (or within five (5) days), or
                (iv) meet the criteria and obligations imposed above, Tenant
                agrees in advance that it has not met its burden to provide
                adequate assurance of future performance, and this Lease may be
                terminated by Landlord.

15.3                       EXPENSES AND LEGAL FEES:

                  Tenant shall reimburse Landlord upon demand, for any costs or
                expenses incurred by Landlord in connection with any breach or
                default of Tenant under this Lease, whether or not suit is
                commenced or judgment entered. Such costs shall include
                reasonable legal fees and costs incurred for the negotiation of
                a settlement, enforcement of rights or otherwise. Tenant shall
                also indemnify Landlord against and hold Landlord harmless from
                all costs, expenses, demands and liability incurred by Landlord
                if Landlord becomes or is made a party to any claim or action:

                  a.    by or against  any person  holding  any  interest under
                      or using the  Premises by license of or agreement with
                      Tenant;

                  b.    for foreclosure for any lien for labor or material
                      furnished to or for Tenant or such other person;

                  c.    otherwise arising out of or resulting from any act or
                      transaction of Tenant or such other person; or

                  d.    necessary to protect Landlord's interest under this
                      Lease in a bankruptcy proceeding, or other proceeding
                      under Title 11 of the United States Code, as amended.




                                 16. END OF TERM

16.1                       HOLDING OVER:

                  This Lease shall terminate without further notice upon the
                expiration of the Term (herein "Expiration Date"), and any
                holding over by Tenant after the expiration shall not constitute
                a renewal or extension of this Lease, or give Tenant any rights
                under this Lease, except when in writing, signed by both
                parties. If Tenant holds over for any period after the
                expiration (or earlier termination) of the Term, Landlord may,
                at its option, treat Tenant as a tenant at sufferance only,
                commencing on the first (1st) day following the termination of
                this Lease and subject to all of the 


                                       26
<PAGE>   33

                terms of this Lease, except that the monthly rental shall be one
                hundred twenty-five percent (125%) of the amount of the last
                monthly rental installment:

                  If Tenant fails to surrender the Premises upon the expiration
                of this Lease despite demand to do so by Landlord, Tenant shall
                indemnify and hold Landlord harmless from all loss or liability,
                including, without limitation, any claims made by any succeeding
                tenant relating to such failure to surrender. Acceptance by
                Landlord of rent after the termination shall not constitute a
                consent to a holdover or result in a renewal of this Lease. The
                foregoing provisions of this Section are in addition to, and do
                not effect, Landlord's right to re-entry or any other rights of
                Landlord under this Lease or at law.

16.2                       MERGER ON TERMINATION:

                  The voluntary or other surrender of this Lease by Tenant, or
                mutual termination of this Lease, shall terminate any or all
                existing subleases unless Landlord, at its option, elects in
                writing to treat the surrender or termination as an assignment
                to it of any or all subleases affecting the Premises.

16.3                       SURRENDER OF PREMISES: REMOVAL OF PROPERTY:

                  Upon the Expiration Date, or upon any earlier termination of
                this Lease, Tenant shall quit and surrender possession of the
                Premises to landlord in as good order, condition and repair as
                when received or as hereafter may be improved by Landlord or
                Tenant, reasonable wear and tear excepted, and shall, without
                expense to Landlord, remove or caused to be removed from the
                Premises all personal property and debris. Tenant shall repair
                all damage to the premises resulting from the removal, which
                repair shall include the patching and filling of holes and
                repair of structural damage. If Tenant shall fail to comply with
                the provisions of this Section, Landlord may effect the removal
                and/or make any repairs, and the cost to Landlord shall be
                additional rent payable by Tenant upon demand.

16.4                       TERMINATION; ADVANCE PAYMENTS:

                  Upon termination of this Lease under Article 12 (Damage or
                Destruction), Article 13 (Eminent Domain) or any other
                termination not resulting from Tenant's default, and after
                Tenant has vacated the Premises in the manner required by this
                Lease, and equitable adjustment shall be made concerning advance
                rent, and any other advance payments made by Tenant or Landlord,
                and Landlord shall refund the unused portion of the security
                deposit to Tenant or Tenant's successor.


                            17. PAYMENTS AND NOTICES

         All sums payable by Tenant to Landlord shall be paid in lawful money of
the United States to Landlord at its address set forth in Section 1.18 of the
Basic Lease Terms, or at any other place as Landlord may reasonably designate in
writing. Unless this Lease expressly provides otherwise, as for example in the
payment of rent, all payments shall be due and payable within ten (10) days
after demand. All payments requiring proration shall be prorated on the basis of
a thirty (30) day month and a three hundred sixty (360) day year. Any notice,
election, demand, consent, approval or other communication to be given, or other
document to be delivered by either party to the other, may be delivered in
person to an officer or duly authorized representative of the other party, or
may be deposited in the United States mail or with a nationally recognized
overnight carrier to the address set forth in Section 1.18. Either party may, by
written notice to the other, designate a different address. If any notice or
other document is sent by mail, it shall be deemed served or delivered when
received. If more than one Tenant is named under this Lease, service of any
notice upon any one of them shall be deemed as service upon all of them.


                           18. LIMITATION OF LIABILITY



                                       27
<PAGE>   34

         In the event of any actual or alleged failure, breach or default of
this Lease by Landlord, Tenant's sole and exclusive remedy shall be against the
Project and its assets, it being intended that Landlord shall not otherwise be
personally liable for any monetary judgment or deficiency therein.

         Tenant agrees that the foregoing provision shall be applicable to any
covenant or agreement either expressly contained in this Lease or imposed by
statute or at common law.


                       19. TRANSFER OF LANDLORD'S INTEREST

         In the event of any transfer of Landlord's interest in the Premises,
including a so-called "sale-Leaseback", the transferor shall be automatically
relieved of all obligations on the part of Landlord accruing under this Lease
from and after the date of the transfer, provided that any funds held by the
transferor, in which Tenant has an interest, shall be turned over, subject to
that interest, to the transferee, and Tenant is notified of the transfer as
required by law. No holder of a mortgage and/or deed of trust to which this
Lease is, or may be, subordinate, and no landlord under a so-called
sale-Leaseback shall be responsible in connection with the security deposit,
unless the mortgagee or holder of the deed of trust or the landlord actually
receives the security deposit. It is intended that the covenants and obligations
contained in this Lease on the part of the Landlord shall, subject to the
foregoing, be binding on the Landlord, its successors and assigns, only in
respect to their respective successive periods of ownership.


                                20. MISCELLANEOUS

20.1                       GENDER AND NUMBER

                  Whenever the context of this Lease requires, the words
                "Landlord" and "Tenant" shall include the plural as well as the
                singular, and words used in neuter, masculine or feminine
                genders shall include the others.

20.2                       HEADINGS:

                  The captions and headings of the Articles and Sections of this
                Lease are for convenience only, and are not a part of this Lease
                and shall have no effect upon its construction or
                interpretation.

20.3                       JOINT AND SEVERAL LIABILITY:

                  If there is more than one Tenant, the obligations imposed upon
                Tenant shall be joint and several, and the act of, or notice
                from, or notice or refund to, or the signature of, any one or
                more of them shall be binding on all of them with respect to the
                tenancy of this Lease, including, but not limited to, any
                renewal, extension, termination, or modification of this Lease.

20.4                       SUCCESSORS:

                  Subject to Articles 10 and 19, all rights and liabilities
                given to or imposed upon Landlord and Tenant shall extend to and
                bind their respective heirs, executors, administrators,
                successors and assigns. Nothing contained in this Section is
                intended, or shall be construed, to grant to any person other
                than Landlord and Tenant and their successors and assigns any
                rights or remedies under this Lease.

20.5                       TIME OF ESSENCE:
                  Time is of the essence with respect to the performance of
                every provision of this Lease, in which time of performance is a
                factor.

20.6                       SEVERABILITY:

                  If any term or provision of this Lease, the deletion of which
                would not adversely affect the receipt of any material benefit
                by either party or the deletion of which is consented to by the
                party adversely 


                                       28
<PAGE>   35

                affected, shall be held invalid or unenforceable to any extent,
                the remainder of this Lease shall not be affected and each term
                and provision of this Lease shall be valid and enforceable to
                the fullest extent permitted by law.

20.7                       ENTIRE AGREEMENT

                  The parties hereto declare and represent that no promise,
                inducement or agreement not herein expressed has been made to
                them, that this document embodies and sets forth the entire
                agreement and understanding between them relating to the subject
                matter hereof, and that it merges and supersedes all prior
                discussions, agreements, understandings, representations,
                conditions, warranties and covenants between them on said
                subject matter.

20.8                       WAIVER OF TRIAL BY JURY.

                  The respective parties hereby waive trial by jury in any
                 action, proceeding or counterclaim brought by either of the
                 parties hereto against the other on any matter whatsoever
                 arising out of or in any way connected with this Lease, the
                 relationship of Landlord and Tenant, Tenant's use or occupancy
                 of the Premises, or any claim of injury or damage, or the
                 enforcement of any remedy under any statute, emergency or
                 otherwise.

20.9                       PARTIAL INVALIDITY

                  If any term, covenant, or condition of this Lease is, to any
                 extent, invalid or unenforceable, the remainder of this Lease
                 shall not be affected thereby and this Lease shall be valid and
                 enforced to the fullest extent permitted by law.

20.10                      RECORDING

                  Tenant shall not record or file this Lease or any form of
                 Memorandum of Lease, or any assignment or security document
                 pertaining to this Lease or all or any part of Tenant's
                 interest therein without the prior written consent of Landlord,
                 which consent shall not be unreasonably withheld. If such
                 consent is granted Tenant will pay all recording fees, costs,
                 taxes and other expenses for the recording. However, upon the
                 request of Landlord, both parties shall execute a memorandum or
                 "short form" of this Lease for the purposes of recordation in a
                 form customarily used for such purposes. Said memorandum or
                 short form of this Lease shall describe the parties, the
                 Premises and the Lease Term and shall incorporate this Lease by
                 reference.

20.11                      WAIVER

                  The waiver by either party of any term, covenant or condition
                 herein contained shall not be deemed to be a waiver of such
                 term, covenant or condition for any subsequent breach of the
                 same or any other term, covenant or condition herein contained.

20.12                      LATE CHARGES

                  If any installment of rent or any sum due from Tenant shall
                 not be received by Landlord or Landlord's designee on or before
                 the date such sum is due then Tenant shall pay to Landlord a
                 late charge equal to five percent (5%) of the amount past due,
                 but in no event more than the legal maximum on such past due
                 amount, plus any attorneys' fees incurred by Landlord by reason
                 of Tenant's failure to pay rent and/or other charges when due
                 hereunder. Any late charges shall be added to the next
                 installment of Base Rent due under the Lease. The parties
                 hereby agree that such late charges represent a fair and
                 reasonable estimate of the cost that Landlord will incur by
                 reason of the late payment by Tenant.

20.13                      INABILITY TO PERFORM

                  This Lease and the obligations of the Parties hereunder shall
                 not be affected or impaired because either Party is unable to
                 fulfill any of its obligations hereunder or is delayed in doing
                 so, if such inability 


                                       29
<PAGE>   36

                or delay is caused by reason of strike, labor troubles, acts of
                God, governmental laws, ordinances, rules or regulations, or
                other cause beyond the reasonable control of the Party.

20.14                      CHOICE OF LAW

                   This Lease shall be governed by the laws of the State of
                 Nevada.

20.15                      INDEPENDENTLY PROVIDED SERVICES

                   This Lease is entirely separate and distinct from and
                 independent of any and all agreements that Tenant may at any
                 time enter into with any third party for the provision of
                 services, which include, but are not limited to,
                 telecommunications, office automation, repair, maintenance
                 services, computer and photocopying ("Independent Services").
                 Tenant acknowledges that Landlord has no obligation of any type
                 concerning the provision of Independent Services, and agrees
                 that any cessation or interruption of Independent Services or
                 any other act or neglect by the third party providing the
                 Independent Services shall not constitute a default or
                 constructive eviction by Landlord.


                                       30
<PAGE>   37


20.16                      PRIOR AGREEMENTS

         THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND ANY
         AND ALL ORAL AND WRITTEN AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS,
         WARRANTIES, PROMISES AND STATEMENTS OF THE PARTIES HERETO AND THEIR
         RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, AGENTS AND BROKERS WITH
         RESPECT TO THE SUBJECT MATTER OF THIS LEASE AND ANY MATTER COVERED OR
         MENTIONED IN THIS LEASE SHALL BE MERGED IN THIS LEASE AND NO SUCH PRIOR
         ORAL OR WRITTEN AGREEMENT, UNDERSTANDING, REPRESENTATION, WARRANTY,
         PROMISE OR STATEMENT SHALL BE EFFECTIVE OR BINDING FOR ANY REASON OR
         PURPOSE UNLESS SPECIFICALLY SET FORTH IN THIS LEASE. NO PROVISION OF
         THIS LEASE MAY BE AMENDED OR ADDED TO EXCEPT BY AN AGREEMENT IN WRITING
         SIGNED BY THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS IN
         INTEREST. THIS LEASE SHALL NOT BE EFFECTIVE OR BINDING ON ANY PARTY
         UNTIL FULLY EXECUTED BY BOTH PARTIES HERETO.


LANDLORD:                                 TENANT:
#26 McCarran Center, LC L.C.              Acres Gaming
a Nevada Limited Liability Company

By:_________________________________      By: ________________________________
                                                    Robert Brown
Its:________________________________      Its:      Executive Vice President



On this _____ day of ______________ 199_, before me, the undersigned, a Notary
Public in and for the County of_______, State of ________, duly commissioned and
sworn, personally appeared Robert Brown in his capacity as Executive Vice
President of Acres Gaming, known to me to be the person that executed within
instrument and known to me to be the person who affixed his name hereto and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.


                                          ------------------------------
                                          NOTARY PUBLIC in and for said
                                          County and State


On this _____ day of __________, 199_, before me, the undersigned, a Notary
Public in and for the County of Clark, State of Nevada, duly commissioned and
sworn, personally appeared _________________ in his capacity as
___________________ of #26 McCarran Center, LC LC, known to me to be the person
that executed within instrument and known to me to be the person who affixed his
name hereto and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.


                                           ------------------------------
                                           NOTARY PUBLIC in and for said
                                           County and State




                                       31
<PAGE>   38

                                 LEASE EXHIBITS


<TABLE>
<S>               <C>

         A        PROJECT & PREMISES
                  A-1      PROJECT SITE PLAN:  PHASE II
                  A-2      BUILDING SITE PLAN

         B-1      FLOOR PLAN
         B-2      IMPROVEMENTS:  LANDLORD RESPONSIBILITY
         B-3      STANDARD TENANT IMPROVEMENT SPECIFICATIONS

         C        TENANT'S WORK LETTER

         D        RULES AND REGULATIONS

         E        OPERATING EXPENSES - MULTI TENANT

         F        PARKING

         G        CREDIT ENHANCEMENT

         H        GUARANTEE

         I        RENEWAL OPTIONS

         J        BROKERAGE COMMISSION

         K        COMMENCEMENT DATE

         L        MASTER SIGN PLAN

         M        SUBORDINATION AND NON-DISTURBANCE AGREEMENT

         N        TENANT ESTOPPEL CERTIFICATE
</TABLE>


<PAGE>   39

                                    EXHIBIT A

                               PROJECT & PREMISES


PROJECT: PHASE II        MCCARRAN CENTER, Phase II consisting of 42.2 Net
                         Acres

BUILDING                 Identified as Building 26 containing 54,624 sq. ft.
                         of leaseable area.

PREMISES                 Consists of 31,438 sq. ft. of leaseable area.


<PAGE>   40

                                   EXHIBIT B-2

                               TENANT IMPROVEMENTS
                             LANDLORD RESPONSIBILITY

Landlord agrees to construct certain tenant improvements in the Premises of the
Building for Tenant's exclusive use during the term of the Lease. Landlord's
contribution to such improvements shall be $26.00 per square foot of office
space for a total Tenant Improvement Allowance of $817,388. Tenant shall be
responsible for the cost of tenant improvements exceeding the Tenant Improvement
Allowance. The Tenant Improvement Allowance shall be applied to the cost of
Design & Engineering, Plan Check and Permit Fees, special fees (such as Sewer
Fixture Fees for Tenant's requirements), Insurance and the Total Construction
Cost.

Landlord agrees to use its best efforts, including "value engineering", hard
bidding and finish selection in cooperation with Tenant to reduce the actual
tenant improvement costs. Landlord shall construct only those Tenant
Improvements which are set forth and documented in a final space plan and
construction budget, as approved by both Tenant and Landlord and permitted by
the applicable governmental authorities.

The parties agree to mutually use best efforts to complete the following
conditions prior to the construction of the Tenant Improvements.

1. The design and approval of all architectural drawings, including mechanical,
   electrical and plumbing (Drawings) for the Premises.

2. The Drawings shall be approved by Tenant and by the Clark County Building
   Department.

 Any changes or modifications to the approved and County permitted Drawings
shall require the mutual approval of both Landlord and Tenant. Landlord shall
not charge a supervision or management fee in association with the construction
of tenant improvements.

Tenant shall pay to Landlord the cost of the improvements in excess of the
Tenant Improvement Allowance within ten (10) days of receipt of invoice,
including the contractor's invoice and any other supporting documents.

All construction, whether by Landlord or Tenant, shall be in a good, workmanlike
manner and all necessary governmental permits, licenses and approvals shall be
obtained by the party responsible for the construction.

Upon the termination of this Lease, Tenant shall be permitted to remove all
non-permanent fixtures from the Premises including, but not limited to, case
work, book cases, work surfaces, plan racks and holders, and specialty lighting.
Tenant agrees to repair any damage to the walls, ceilings or other areas of the
Premises occasioned by such removal, normal wear and tear excepted.


<PAGE>   41

                                  EXHIBIT B-3

                                    STANDARD
                        TENANT IMPROVEMENT SPECIFICATIONS
                  FOR MULTI TENANT INDUSTRIAL OFFICE BUILDINGS


1.    GENERAL IMPROVEMENTS:

The following information is provided to establish standard specifications and
guidelines for Tenant Improvements in Multi Tenant Industrial Office Buildings.
The standards set forth in this Exhibit ( or equivalent material at Tenant's
election) are subject to Tenant's Improvement Allowance. Landlord does not
warrant that the Tenant Improvement Allowance shall be sufficient to construct
the following standards. Landlord's reasonable approval is necessary should
Tenant desire to materially alter the following standards or use the Tenant
Improvement Allowance for non-standard improvements.

A.    PARTITIONS:

        1.      One lineal foot of building standard for each fifteen (15)
                square feet.

                Demising partitions shall be one layer of 5/8" gypsum wallboard
                screw applied to each side of 2-1/2" metal studs spaced at 24"
                on center. Installation to include 1-1/2" sound attenuation
                blankets will extend from floor to deck above.

        2.      Interior partitions shall be one layer of 5/8" gypsum wall board
                screw applied to each side of 2-1/2" metal studs spaced at 24"
                on center. Wall board is to extend to 6" above finish ceiling
                grid to a height of approximately 9'6".

        3.      All partitions and column enclosures will be taped and sanded to
                receive paint.

B.    DOORS FRAMES AND HARDWARE:

        1.      One (1) door per twenty-five (25) lineal feet of interior
                partition allowance.

        2.      Interior doors shall be 3'0" wide by 7'0" high and 1-3/4" thick,
                solid core door with frame, prefinished, with a standard
                Mendecino Oak finish, both sides.

        3.      Interior door hardware will include lever-handled latch sets,
                1-1/2" pair of 4-1/2" butts, floor stop and three (3) silencers.

        4.      Hardware finish to be Schlage Brushed Aluminum or equal.



C.    CEILING

        1.      Ceiling throughout the office area will be a 2' x 4'
                mechanically suspended, acoustical system using flush-finished,
                lay-in tile with a mineral fiber. Nominal ceiling height is
                9'0".

        2.      The Building Standard for a Multi-tenant office is Armstrong 769
                (2767 White or equal.)

        3.      The Building Standard Allowance for this item is $1.25 per s.f.



<PAGE>   42

D.    FLOOR COVERING AND BASE:

        1.      Carpeting: The Building Standard Allowance for Multi-tenant
                industrial office space is $1.22 per s.f. This is for 22 oz.
                Glue down carpet, Queen Commercial Carpet, "Commitment 26"
                solution dyed nylon or equal.

        2.      V.C.T. The Building Standard Allowance for Multi-tenant
                industrial office space is $1.25 per s.f. This is for an 12" x
                12" Azrock Vinyl Composition Tile 1/8" thick or equal.

        3.      Rubber Base: The Building Standard Allowance for Multi-tenant
                industrial office space is $1.25 l.f. This is for Burke standard
                4" top set rubber base or equal.

E.    WINDOW TREATMENT:

        1.      The Building Standard Allowance for Multi-Tenant industrial
                office space is $.50 s.f. This is for Riviera Levelor blinds,
                alabaster number 112 horizontal 1" slats or equal.

F.    PAINT:

        1.      The Building Standard for Multi-Tenant industrial office space
                is Frazee eggshell 5900w, Arctic, or equal.

G.    TOILET PARTITIONS:

        1.      The Building Standard for this item is Boberick, American
                Standard, or Bradley, metal, gray in color.


II.   STRUCTURAL IMPROVEMENTS:

A.    STANDARD DESIGN:

        1.      The structural floor system of the Building is designed to
                accommodate up to one hundred (100) pounds per square foot,
                including eight of partitions and up to seven (7) pounds of
                ceiling and suspended mechanical equipment load.

III.      HEATING VENTILATION, AIR CONDITIONING AND FIRE PROTECTION SERVICES.

A.    H.V.A.C. SYSTEM:

        1.      The following operation standards are based upon population not
                to exceed one (1) person per 150 square feet of usable floor
                area.

        2.      This system shall be at the sole cost of the tenant .

        3.      The system will include a series of individual roof pack units.

        4.      The system shall be designed to deliver one ton of air for each
                300 s.f. of useable floor space. The system design should also
                assume a maximum lighting and appliance distribution of 5 watts
                per rentable s.f. of Multi Tenant Industrial Office Space.


<PAGE>   43

        5.      Tenant H.V.A.C. work shall conform to the master system design
                and include, but not necessarily be limited to providing
                thermostatically controlled zones, all required ducting, all
                required diffusers and grilles, and other items as necessary to
                complete the system.

        6.      The tenant shall provide return ductwork on floors without
                ceiling plenum provisions. (Contact landlord for exact location
                of lease spaces requiring such.)

B.    FIRE PROTECTION:

        1.      The base system, the "up system", is included in the shell and
                core and is to be composed of risers, mains, and heads that are
                turned "up" in order to comply with Building Codes for
                unoccupied Multi-Tenant Industrial Office Space. Modification of
                the sprinklers is required as a basic part of Tenant
                Improvements. This work is to include, but not be limited to;
                additional headers as required, and the down system to allow for
                protection of the tenant improvement space.

        2.      The "down" system is to include semi-recessed type heads with
                chrome finish as required by code.

        3.      The standard allowance for this item is $.90 s.f. Any cost above
                this amount is considered above standard.

  IV.  ELECTRICAL AND TELEPHONE SERVICES:

A.    LIGHTING:

        1.      One 2' x 4' fluorescent light fixture per ninety useable square
                feet shall be the standard. One single pole, wall mounted light
                switch at 48"+/- per each twelve light fixtures shall be
                provided.

        2.      The light fixture shall be a recessed prismatic fluorescent 3
                tube light fixture, 2' x 4' by Lithonia or equal, with energy
                saving ballast's.

        3.      Lamps which complete the building standard fixtures shall be
                initially furnished and installed as a part of the tenant
                improvement allowance standard. Subsequent relamping shall be
                performed at the tenant's expense.

        4.      Lights, as required by code, shall be connected to an emergency
                circuit and comply with said code.

        5.      One (1) 20 amp, 120 volt, single phase, wall type duplex
                electrical outlet per each one hundred fifty square feet of
                useable floor space in the Multi Tenant Industrial Office
                Building.

        6.      All cover plates to be ivory with no back to back outlets.

B.    TELEPHONE:

        1.      Single gang telephone outlet box in stud wall with conduit from
                outlet to telephone board.

        2.      All cover plates to be ivory with no back to back outlets.

        3.      The standard distribution for Multi Tenant Industrial Office
                Building space is one box for one hundred fifty square feet of
                useable office space.

        4.      Installation of telephones and wiring shall be at Tenant's sole
                arrangement and expense.


<PAGE>   44

V.    PLUMBING:

A.    GENERAL

        1.      Plumbing wet stacks, containing sanitary waste and vent piping
                will be available on each floor. Tenant's connection shall be at
                Tenant's expense.

        2.      Domestic water is available at building core. Tenant's
                connection shall be at Tenant's expense.

        3.      Sanitation:

                  For every 10,000 s.f. of office space:

<TABLE>
<S>                        <C>                       <C>      <C>            
                  Men:     2 Water Closets           Women:   3 Water Closets
                           1 Urinal                           1 Lavatory
                           1  Lavatory

                  For every 60,000 s.f. of Warehouse

                  Men:     1 Water Closet            Women:   1 Water Closet
                           1 Lavatory                         1 Lavatory
</TABLE>

VI.   ABOVE STANDARD TENANT IMPROVEMENTS:

         1. Any Above Standard Tenant Improvement; i.e., improvements which
exceed the standards described above, in design, quantity, quality,
structurally, mechanically, electrically, or in cost (which includes the design
fees) shall be deemed above standard. Also, Tenant designs which require fire
alarm systems or special emergency lighting above and beyond that provided by
the Landlord shall be at Tenant's cost and expense.



<PAGE>   45


                                    EXHIBIT C

                              TENANT'S WORK LETTER
                              (CONSTRUCTION RULES)


        a.      The Tenant's Contractors and subcontractors are required to
                check in with the Landlord's Property Manager for instructions
                and coordination prior to going on the site.

        b.      All Tenant Contractors are to follow all instructions set forth
                by Landlord.

        c.      Tenant's Contractors will not be permitted to start work until
                they:

A. Have all necessary building permits and have posted such permits on the wall
   in the Tenant's space.

B. Furnish proper evidence of required insurance coverage.

C. Sign for and take possession of keys to service doors of premises (if any)
   and acknowledge proper installation and operation of said service door.

D. Furnish names and phone numbers (office and home) of contractor's supervisory
   personnel.

E. Have a set of Landlord approved drawings in the space at all times.

F. Acknowledge receipt of a copy of these Construction Rules.

G. Furnish proper evidence that all fees and/or deposits required to commence
   work have been fully paid.

        d.      Insurance:

A.   All contractors are required to furnish the Landlord's Property Manager
     with certificates showing evidence of the following insurance coverage
     prior to commencing any work.

B.   The insurance shall: (i) be issued by insurance companies authorized to do
     business in the State of Nevada with a current financial rating of at least
     an A+ Class XV or better as rated in the most recent edition of Best's Key
     Rating Guide; (ii) be issued as a primary policy; (iii) contain an
     endorsement requiring thirty (30) days written notice from the insurance
     company to Landlord before cancellation or material change and, (iv) shall
     be written with minimum coverages and limits as required by law and the
     following:

                        (1)     "All risk" builders' risk insurance in an amount
                                equal to 100% of the replacement cost of the
                                Improvements on a non-reporting, completed value
                                basis, coverage against the perils or damage
                                resulting from water damage;

                        (2)     Owner's Protective Liability Insurance in an
                                amount of not less than $1,000,000 naming
                                Landlord as a Named Insured;

                        (3)     Unless otherwise waived, in writing, by
                                Landlord, a performance bond from Tenant's
                                general contractor in an amount equal to the
                                contract sum or contract amount set forth in the
                                construction contract between Tenant and its
                                general contractor providing for the
                                construction;

                        (4)     Independent Contractors coverage; and



<PAGE>   46

                        (5)     Comprehensive General Liability in an amount of,
                                not less than $1,000,000 evidenced by a
                                Certificate of Insurance (said policies
                                hereinafter referred to as the "Construction
                                Period Insurance Policies"). From and after the
                                date of issuance of said certificate of
                                occupancy, the term "Insurance Policies" shall
                                mean: (i) All Risk Property coverage naming
                                Landlord as an Additional Named Insured with
                                Replacement Cost and Agreed Amount endorsements,
                                and including Increased Cost of Construction
                                coverage, Demolition, Clean Up and Clearance
                                coverage, Extra Expense coverage and providing
                                that collection of a total loss recovery will
                                not require reconstruction; (ii) Broad Form
                                Comprehensive General Liability, naming Landlord
                                as an Additional Named Insured, in an amount of,
                                not less than $____________, combined single
                                limit, containing Broad Form Contractual
                                Liability coverage.

                  C.  Liability insurance may be arranged by Comprehensive
                      General Liability and Comprehensive Automobile Liability
                      policies for the full limits required or by a combination
                      of underlying comprehensive liability policies for lesser
                      limits with the remaining limits provided by an Excess or
                      Umbrellas Liability policy.

                  D.  All policies shall include the following organizations as
                      additional Named Insureds:

                           Landlord:        #26 MCCARRAN CENTER, LC

                           Landlord's Lender:___________________________________

                           All policies shall provide for thirty (30) days prior
                           written notice of expiration or cancellation to the
                           additional insureds.

         e.       Parking: All contractors will be assigned a parking area for
                  their workmen by the Landlord's Property Manager. No parking
                  will be permitted in other than the designated area. Vehicles
                  improperly parked are subject to removal by Landlord at
                  Tenant's sole risk and cost.

         f.       Tools and Equipment: All contractors are expected to arrive at
                  the site with all necessary tools and equipment. No tools or
                  machinery are to be requested of the Landlord's General
                  Contractor.

         g.       Deliveries:

                  A.  All deliveries of supplies and materials delivered to a
                      contractor must include the store name and space number to
                      facilitate delivery.

                  B.  Deliveries will be made only through entrances and routs
                      designated by the Landlord's Property Manager. Contractors
                      should verify routes daily, since routes may have to be
                      changed from time to time. Roadways, loading docks and
                      curb front delivery is at the discretion of the Landlord.

                  C.  The Landlord's General Contractor will not accept or
                      unload supplies or materials for any Tenant work.

         h.       Curb Service:

                  To the greatest extent possible, curbs adjacent to the 
                  Buildings will be kept open for deliveries. Parking therein is
                  strictly PROHIBITED. Vehicles delivering materials or 
                  merchandise must be completely unloaded at curb side, and 
                  immediately removed.Unattended parked vehicles in Loading 
                  Courts will be tagged or towed at the expense of the Tenant
                  being served by the vehicles.

         i.       Fire Protection:

                  Each Tenant Contractor shall provide and maintain fire
                  extinguishers within the premises as required by Public Safety
                  Officials.
<PAGE>   47

         j.       Material Storage/Work Area:

                  All materials used for Tenant's work must be stored at all
                  times within the Tenant's demised premises. Under no
                  circumstances will any other portion of the Building or
                  Project area be used as a work area, construction office or to
                  store Tenant materials or Tenant Contractor's equipment.

         k.       Trash Removal:

                  Each Tenant Contractor is responsible for his own trash
                  removal during construction. Contractors are expected to
                  remove debris from the premises on a daily basis.

         l.       Roof Openings:

                  Allcoordination required with Landlord's General Contractor,
                  i.e., any openings in the Building roof, are to be scheduled
                  well in advance of anticipated need. Landlord's General
                  Contractor shall not be responsible for delays to Tenant work
                  caused by failure of Tenant Contractor to give adequate notice
                  of work needed. The penetration and flashing of all roof
                  openings shall be by Landlord's Contractor at Tenant's
                  expense.

         m.       Signage:

                  No signs are to be placed on a Tenant's storefront without
                  approval of the Landlord.

         n.       Compliance with Regulations:

                  Contractors are to comply with all federal and local safety
                  regulations in the execution of their work as well as any
                  safety requirements of the Center Contractor. Hard hats are
                  required for all workmen and visitors to the site.

         o.       Approved Working Plans:

                  The Tenant Contractor must maintain one set of Approved
                  Working Plans displaying signatures of Landlord and Plans
                  Examiner on the job at all times during construction.

         p.       Permits:

                  The Tenant Contractor is required to obtain all necessary
                  permits prior to the start of construction on the Tenant
                  space.

         q.       Protection of Work and Property:

                  Tenant and Tenant's Contractor shall protect their work from
                  damage and shall protect the work of other Tenants and
                  Landlord from damage by Tenant, Tenant's Contractor and their
                  employees and sub-contractors.

         r.       Strictly Prohibited Work and Practices:

                  A.  Combustible materials above finished ceilings or in any
                      other concealed, non-sprinklered space are prohibited.

                  B.  Imposing any structural load, temporary or permanent, on
                      any part of the Landlord's work or structure without the
                      approval of Landlord's Engineer and Property Manger is
                      prohibited.

                  C.  Cutting any holes in Landlord-installed floor slabs,
                      walls, or roof is prohibited unless written approval is
                      provided by the Property Manager.

         s.       Required Documents at Occupancy:

                  Contractor must furnish to Tenant a Certificate of Occupancy
                  (if applicable) and a Contractor's Waiver of Lien upon
                  completion of construction.



<PAGE>   48

         t.       Liens:

                  If any mechanic's lien shall at any time be filed against any
                  part of the Premises by reason of work, labor, services or
                  materials performed for or furnished to Tenant, Tenant shall
                  forthwith cause the lien to be discharged or bonded off to the
                  satisfaction of Landlord. If Tenant shall fail to cause such
                  lien to be discharged or bonded off within fifteen (15) days
                  after being notified of the filing thereof, then, in addition
                  to any other right or remedy of Landlord, Landlord may
                  discharge the lien by paying the amount claimed to be due. The
                  amount paid by Landlord, and all costs and expenses, including
                  reasonable attorney's fees incurred by Landlord in procuring
                  the discharge of the lien, shall be due and payable by Tenant
                  to Landlord as additional rent on the first day of the next
                  following month, or if the Lease term has expired, upon
                  demand.

         u.       Plans:

                  Ten (10) days prior to the commencement of any construction
                  Tenant shall submit to Landlord for Landlord's approval
                  preliminary plans and specifications for the construction
                  ("preliminary Plans"). As promptly as possible after
                  submission of the Preliminary Plans, but in any event within
                  twenty (20) days after receipt thereof, the Landlord will
                  notify the Tenant of any objections thereto (specifying in
                  reasonable detail such objections) and Tenant shall cause such
                  objections to be rectified and to promptly resubmit the
                  revised Preliminary Plans to the Landlord.

                  Landlord's right to object to the Preliminary Plans shall be
                  limited to objections that the submitted Preliminary Plans do
                  not provide for a quality first class structure, workmanship
                  and materials, or functional or architectural harmony with
                  existing improvements, or otherwise do not meet the
                  requirements of this Lease or any applicable Governmental
                  Requirements. Tenant will, immediately after receipt of
                  written notice of objections from Landlord, undertake to amend
                  or modify the Preliminary Plans to conform to the requirements
                  of this Lease and to cure any objections from the Landlord. In
                  the event of Landlord's failure to give written notice of any
                  objections within any of the requisite time periods, the
                  Preliminary Plans as submitted to Landlord shall be deemed
                  approved by the Landlord.

                  Tenant shall submit one (1) copy of the "Final Plans" to
                  Landlord prior to submission to the Building Department for a
                  Building Permit (the "Final Plans").

                  Within ten (10) days after the Final Plans have been received
                  by Landlord for final approval, Landlord shall give written
                  notice of its approval or disapproval thereof, specifying in
                  the latter event, its reasons therefor. Such approval shall
                  not be unreasonably withheld and the right to disapprove the
                  Final Plans shall be limited to objections that they are not
                  consistent developments of the Preliminary Plans, or do not
                  meet the requirements of this Lease or applicable Governmental
                  Requirements.

                  In the event the Landlord fails to give notice of its approval
                  or disapproval of the Final Plans, as submitted to Landlord,
                  within said ten (10) day period, the Final Plans shall be
                  deemed approved by the Landlord.

                  Notwithstanding anything contained in this Lease which is or
                  may be construed to be to be contrary, Landlord shall have no
                  liability or obligation whatsoever in connection with any of
                  the Plans and no responsibility for the adequacy thereof or
                  for the construction of all or any portion of the Premises
                  contemplated by the Plans. Landlord has no duty to inspect the
                  Premises, and if Landlord should inspect the Premises,
                  Landlord shall have no liability or obligation to Tenant or
                  any other Person arising out of such inspection. No such
                  inspection, or any failure by Landlord to make objections
                  after any such inspection, shall constitute an agreement or a
                  representation by Landlord that the Premises is in accordance
                  with the Plans or constitute a waiver of Landlord's right
                  thereafter to insist that the Premises be constructed in
                  accordance with the Plans.


<PAGE>   49

                                    EXHIBIT D

                              RULES AND REGULATIONS

 1.00    PROJECT & PREMISES

         1.01 INDUSTRIAL AND COMMERCIAL USE: The Premises shall be used for
industrial and commercial purposes permitted under the Clark County, Nevada "MD"
Zoning Ordinance and Guidelines or as further permitted in Lease, and for no
other use.

         1.02 OIL DRILLING: No oil drilling, oil development operations, oil
refining, holding tanks, quarrying or mining operations of any kind, shall be
permitted upon or in the Project. No derrick or other structure designed for use
in boring for water, oil or natural gas shall be erected, maintained or
permitted upon the Project.

         1.03 OFFENSIVE CONDUCT - NUISANCE: Tenant, Renters, Occupiers and
Guests within the Project shall conform to all applicable Codes of the County of
Clark, and no noxious or offensive activities shall be carried on, upon or
within the Project. Any obstruction of Common Access areas is hereby deemed to
be a nuisance and is prohibited except for reasonable periods in connection with
repairs to the driveway, parking, walkway and Common Facilities. Objects which
create or emit loud noise, vibrations or obnoxious odors shall not be located,
used or placed on any portion of the Project other than temporarily for
landscape, driveway, parking, walkway or building maintenance. No Tenant shall
permit or cause anything to be done or kept on its Premises which may increase
the rate or cause the cancellation of insurance because of the dangerous or
volatile nature of such activity or substance, nor shall any Tenant violate or
permit the violation of any law on its Premises. Each Tenant shall comply and
require the Occupants and Permittees of its Premises to comply with all the
requirements of the local or state health authorities and with all other
governmental authorities with respect to the occupancy and use of a building or
any portion thereof. The Landlord shall be entitled, but shall not be obligated,
to take any action to abate an unlawful nuisance, including without limitation
the right to enter into a Premises or Building to exercise the abatement of the
unlawful nuisance.

         1.04 VEHICULAR MAINTENANCE: No person shall conduct repairs,
restorations, or painting of any motor vehicle, boat, trailer, aircraft or other
vehicle upon any portion of the Project except wholly within an enclosed
building.

         1.05 ANTENNA, EXTERNAL FIXTURES, ETC.: No television or radio poles,
antennae, flag poles, clotheslines or other external fixtures other than those
originally installed by Landlord or approved by the Landlord and any
replacements thereof, shall be constructed, erected or maintained on or within
the Premises or Building.

         1.06 FENCES, ETC.: No fences, awnings, ornamental screens, screen
doors, sunshades or walls of any nature shall be erected or maintained on or
around any portion of any structure or elsewhere within the Premises except
those installed in accordance with the original construction of the Premises,
and any replacement thereof, or as are authorized and approved by the Landlord.

         1.07 ANIMALS: No animals, reptiles, rodents, livestock or poultry shall
be kept in any Premises or elsewhere within the Project, without the express
written consent of the Landlord.

         1.08 NO STORAGE OR LIVING USE OF RECREATIONAL VEHICLES: No boat, truck,
trailer, camper, recreational vehicle or tent shall be stored on the Project or
used as a living area.

         1.09 TRASH DISPOSAL: Trash, garbage, or other waste shall be kept only
in sanitary containers in the enclosures provided. No Tenant shall permit or
cause any trash or refuse to be kept on any portion of the Project other than in
the receptacles customarily used therefor, and placed or maintained as required
by Landlord.

         1.10 EXTERIOR ALTERATIONS: No Tenant shall, at his expense or
otherwise, make any alterations or modifications to the exterior of the
buildings, fences, railings or walls situated within the Project without the
prior written consent of the Landlord and approval by the County.

         1.11 PARKING RESTRICTIONS: No parking shall be permitted which may
obstruct free traffic flow within the Common Facilities, constitute a nuisance,
or otherwise create a safety hazard. Notwithstanding the forgoing, this document
shall not be interpreted in such a manner so as to permit an activity which
would be contrary to any ordinance. Provided the requirements are not violated,
construction activity shall be exempt from this section where applicable. The
Landlord is hereby empowered to established "no parking" areas within Common
Access areas of the Project as well as to enforce parking limitations through
its officers and agents by all means lawful for such enforcement on private
drives, including the removal of any violating vehicle. Adequate off-street
parking is provided to accommodate all parking needs for employees, visitors and
company vehicles on the site.


<PAGE>   50

         1.12 BUILDING MAINTENANCE: Each Tenant shall be responsible for
maintaining its building, including the equipment and fixtures therein and the
interior and exterior walls, ceiling and roof, private restrooms contained
within the Building, (if any), windows and doors thereof, in a first class,
clean, sanitary, workable and attractive condition. Tenant shall have complete
discretion as to the choice of furniture, furnishings, and interior decorating;
provided, that:

                  a) Windows may only be covered by drapes, shades or shutters
and may not be painted or covered by foil, cardboard, or other similar
materials. Each Tenant shall be responsible for repair, replacement and cleaning
of the interior windows and glass of his building.

                  b) Decoration of the exterior of the doors to the Building
shall be of uniform design to be adopted and approved by the Landlord.

         1.13 SIGNS: The Landlord shall adopt as part of the Project rules,
rules for signage established by Landlord for a signage program pertaining to
the use of signs by the Tenant. The Landlord shall have the right to approve all
signs posted within the Project, including signs on the building doors. No
Tenant shall permit or cause any advertising, identifications, or other sign to
be constructed, installed or maintained on the Premises or on any property
adjacent to the Premises and visible from the Premises until the plans and
specifications therefor, including the height, size, coloring, design and
location of installation, have been submitted to and approved in writing by the
Landlord and the County of Clark. All signs installed on the Premises or on any
property adjacent to the Premises and visible from the Premises shall be
consistent with the character and architectural style of the buildings located
on the Premises upon which they are placed. In addition, no sign, poster,
display, or other advertising device shall be placed in the public view upon any
portion of the Premises and/or Building or on any property adjacent to the
Premises and visible from the Premises unless it complies with all applicable
County ordinances. No Tenant shall permit or cause any sign advertising a
person, firm, company, or corporation which does not operate, conduct a
business, or sell products on such Premises to be constructed, installed, or
maintained on such Premises. Landlord , consultants, or contractors may use
signs of a size, design and location as determined by the Landlord for the
purposes of developing, constructing, marketing and improving the Project.

         1.14 MAINTENANCE OF DRAINAGE FACILITIES: The Premises upon which
drainage ditches and/or related facilities are located, or which may be
hereafter be located, shall keep and maintain any improvements constructed
thereon, in a reasonable condition according to their design, purpose and/or
function, including, but not limited to, the removal of all obstructions which
may or reasonably might cause redirection or impedance of the flow of the
drainage thereon regardless of the source or cause of such obstruction or
impedance.

         1.15 RETENTION OF LOT GRADE: Unless specifically approved in writing by
both the County and the Landlord, the grade of any Premises shall not be
modified, altered or otherwise changed.

         1.16 STORAGE AND LOADING AREAS: No materials, trash, supplies or
equipment, including company-owned or operated trucks, shall be stored on the
Premises except inside a closed building, or behind a visual barrier screening
such areas form the view of adjoining properties and/or private streets subject
to the approval of the County of Clark and the Landlord; provided, however, that
this provision shall not apply during the course of construction of a building.

         1.17 Canvassing, soliciting and peddling in the Project are prohibited.

2.00   RECIPROCAL EASEMENTS

         2.01 PREMISES INCLUDED: Certain Premises, located within the Project,
because of unique characteristics regarding the relationship of each of these
Premises to the other, are encumbered by this document with a special set of
easements. These special easements provide for reciprocal surface access and
reciprocal subsurface utility access on and under the affected Premises.

         2.02 SPECIAL RECIPROCAL SURFACE ACCESS EASEMENTS: Each Tenant of the
affected Premises, does covenant for itself and its successors, a nonexclusive
special reciprocal surface access easement over portions of his property for the
purpose of providing landscape planting and on-going maintenance and utility
maintenance and repair. Such surface access shall be reciprocal from one to
another, and shall provide continuous access to each Premises, Landlord/Tenant,
his tenant(s), guest(s), vendors, suppliers and to landscape maintenance
personnel employed by the Landlord or by authorized personnel of Public
Utilities servicing a given utility located within the Reciprocal Easement Area.

         2.03 RECIPROCAL SUBSURFACE UTILITY EASEMENTS: Each Tenant of the
affected Premise does covenant for itself and its successors, a nonexclusive
reciprocal subsurface easement beneath the surface of its Leasehold Premise for
the purpose of providing a satisfactory location for subsurface utility lines
servicing all or some of the 


<PAGE>   51

Project. Such utilities would be for, but not limited to: water lines, sanitary
sewer lines, storm drainage lines, electrical lines, gas lines, fiber optic
lines, telephone lines or cable TV lines. Such subsurface access shall be
reciprocal from one Leasehold Premise to another and shall provide the necessary
reciprocal easement for the utility line in question and provide continuous
access to authorized personnel of the utility companies providing the services.

         2.04 SUBSURFACE EASEMENTS: The utility company or public agency
utilizing the subsurface portion of the Reciprocal Easement Area shall be
responsible for the continuous upkeep and maintenance of the utility facilities.

3.00   BUILDING

         3.01 Without limitation upon any of the provisions of the Lease, Tenant
shall not mark, paint, drill into, cut, string wires within, or in any way
deface any part of the Building or Premises, without the prior written consent
of Landlord, and as Landlord may direct. Upon removal of any wall decorations or
installments or floor coverings by Tenant, any damage to the walls or floors
shall be repaired by Tenant at Tenant's sole cost and expense. Tenant shall not
lay linoleum or similar floor coverings so that the same shall come into direct
contact with the floor of the Premises and , if linoleum or other similar floor
covering is to be used, an interlining of builder's deadening felt shall be
first affixed to the floor, by a paste or other materials soluble in water. The
use of cement or other similar adhesive material is expressly prohibited. Floor
distribution boxes for electric and telephone wires must remain accessible at
all times.

         3.02 Tenant shall not install or permit the installation of any
awnings, shades, mylar films or sunfilters on windows. Tenant shall not
obstruct, alter or in any way impair the efficient operation of Landlord's
heating, ventilating, air conditioning, electrical, fire, safety or lighting
systems.

         3.03 Tenant shall, upon the termination of its tenancy, provide
Landlord with the combinations to all combination locks on safes, safe cabinets
and vaults and deliver to Landlord all keys to the Building and all interior
doors, cabinets, and other key-controlled mechanisms therein, whether or not
such keys were furnished to Tenant by Landlord.

         3.04 These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the agreements,
covenants, conditions and provisions of any lease of Premises in the Project.


<PAGE>   52

                                    EXHIBIT E

                               OPERATING EXPENSES


For the purposes of this Lease, "Operating Expenses" shall include those items
and services set forth in Section 4.2 and further defined in Section 9 of the
Lease. Operating Expenses associated with the Project Common Facilities and the
Building occupied by the Tenant are calculated and prorated as set forth
hereafter:

         GROUP I - PROJECT COMMON AREA

                  -        Consists of the maintenance and up-keep of perimeter
                           Landscaping Areas generally located parallel to the
                           public streets within the Project to a average depth
                           of 15 to 20 feet from the public right-of-way.

                  -        Categories covered include: Landscape Maintenance and
                           Utilities (Electrical and Water), and Property
                           Management.

                  Perimeter Landscaping Areas in the Project shall be
                  constructed and maintained along public streets and private
                  streets within the Project.

         The method for calculation of the Building's prorata share of Project
         Operating Expenses shall be based on the number of acres of land
         assigned to the Building divided by the total number of acres in that
         phase of the Project. The calculation for the Premises prorata share of
         the Buildings Operating Expenses shall be based on the square feet of
         the Premises divided by the total square feet in the Building (See
         Section 2.1 of the Lease for measurement guidelines). The calculation
         for the Building and Premises Group I Operating Expense is set forth
         below.

         Building Acreage:  5.33
         Phase II Project Acreage:  42.2   Building/Project:  12.63 percent

         Premises sq. ft.:   31,438 sq. ft.
         Building sq. ft.:  54,624 sq. ft. Premises/Building:  57.55 percent

         Group I Premises Allocation       7.27 percent  (Prem/Bldg x Bldg/Proj)



<PAGE>   53




GROUP II - PROVIDED BY LANDLORD TO THE BUILDING AND PREMISES.

Operating Expense obligations of the Building include, but are not
limited to:

         -        Real Property Taxes including special assessments as indicated
                  on a separate tax bill for the Building but exclusive of any
                  increased taxes due to the sale of the Building.

         -        All Risk Property Insurance.

         -        Property Management for the Building (including, but not
                  limited to: parking facilities and landscaping) as provided by
                  Landlord (see Lease, Section 4.2).

         -        Tenant shall be responsible for its prorata share of the
                  Building Area's Group II expenses.

The Building's share of Group II Operating Expenses shall be based upon the
Acreage of the Building Area divided by the Acreage of the Project:

         Building Area Acreage:  5.33 acres
         Building Area Responsibility:  12.63 percent

Operating Expense Obligations of the Premises:

                  - On-Site - Water and Sewer (unless separately metered to the
                    Premises)

                  - Building Maintenance & Repair

                  - HVAC Maintenance and Repair under a Guaranteed Service 
                    Contract

                  - Fire Sprinkler Maintenance and Monitoring

                  - Building Area Trash Removal

                  - Prorata share of exterior Building area Expenses

Group II Expenses are allocated to the Premises on a prorata basis. The Building
is grossed up to reflect at least 95% occupancy.

         Premises sq. ft.: 31,438
         Building sq. ft.:  54,624 sq. ft.
         Premises Percentage Allocation: 57.55 Percent. (same as Premises/Bldg.)


GROUP III - PROVIDED BY TENANT

Operational Expenses which are the sole responsibility of the Tenant are:

                  - Utility - Electrical: (HVAC, Lighting & Wall Outlets on
                  separate meter)

                  - Utility - Telephone (In-Suite)

                  - Janitorial and Premises Trash Removal (In-Suite)

                  - All other utilities separately metered to the Premises



<PAGE>   54

                                    EXHIBIT F

                                     PARKING

Tenant shall be provided a minimum of One Hundred Thirty-two (132) unrestricted
regular size parking stalls, free of charge, for the use by Tenant's employees
and visitors. The rules and regulations governing the use of these spaces are
contained in Exhibit "D" of this Lease. Tenant shall not use more parking spaces
than set forth herein, or any spaces (a) which have been specifically assigned
by Landlord to other tenants or for such other uses as visitor parking or (b)
which have been designated by governmental entities of competent jurisdiction as
being restricted to certain uses. Landlord reserves the right to erect such
security and access and egress control devices as it may reasonably deem to be
appropriate (including, without limitation card controlled gates) and Tenant
agrees to cooperate fully with Landlord in such matters.

Tenant shall not permit or allow any vehicles that belong to or are controlled
by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to
be loaded, unloaded, or parked in areas other than those designated by Landlord
for such activities. If Tenant permits or allows any of such prohibited
activities, then Landlord shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Tenant, which cost shall be immediately
payable upon demand by Landlord.

Tenant shall pay, throughout the entire Term, an amount equal to the number of
reserved-covered parking spaces Tenant leases for its use times the applicable
fees (the "Parking Fees") which Landlord is charging for use of the
reserved-covered parking facilities from time to time. Tenant agrees and
acknowledges that Tenant shall be obligated to pay such rates regardless of
whether or not Tenant actually uses the parking spaces. Such Parking Fees shall
be payable monthly commencing with the first installment of Base Rent due under
the Lease. If the Commencement Date is other than the first day of a calendar
month, the first installment of the Parking Fee shall be prorated on the basis
of a thirty (30) day calendar month.

Landlord may, but shall not be obligated, to construct covered parking
structures on the Project which shall be available for the use of the Tenant.
Should the Tenant elect to rent spaces in a parking structure, Tenant shall pay,
throughout the entire Term, an amount equal to the number of parking spaces
Tenant rents in the parking structure times the applicable fees (the "Parking
Fees") which Landlord is charging for use of the parking structure. Landlord
may, from time to time, increase the Parking Fees being charged in the parking
structure upon thirty (30) days prior written notice. Such Parking Fees shall be
payable monthly as additional rent by the Tenant. If Landlord mandates the use
of the Parking Garage by the Tenant, either temporarily or permanently, such use
shall be at no charge to Tenant, its employees, invitees or customers.


<PAGE>   55


                                    EXHIBIT G

                               CREDIT ENHANCEMENT


For and in consideration of the leasing of the Premises to Tenant, Tenant agrees
to maintain as a "Credit Enhancement" an amount determined by taking one half
(1/2) of the sum of the Tenant Improvement Allowance and Tenant's contribution
to over standard tenant improvements ("Tenant's Contribution") and subtracting
therefrom Tenant's Contribution. (Example: Tenant Improvement Allowance=$25/sq.
ft. Tenant's Contribution=$9/sq. ft. 1/2($25+$9)=$17. $17-$9=$8/sq. ft.
$8x31,438 sq. ft.=$251,504 Credit Enhancement) The Credit Enhancement shall be
held in an account or under an alternative agreement approved by Landlord and
subject to the following conditions:

         1.   The Credit Enhancement may be held in an escrow account at a
              Federally Insured financial institution with a minimum total asset
              base of One Billion dollars as of January 1, 1998. The account may
              be in the form of a Certificate of Deposit, Money Market Account,
              or other federally insured investment.

         2.   As an alternative to the aforementioned escrow account, the Credit
              Enhancement may be a Letter of Credit written against a Federally
              Insured financial institution with assets as set forth above.

         3.   The Credit Enhancement shall be maintained until Acres Gaming
              achieves Four (4) consecutive quarters of positive Net Operating
              Income (Net Earnings) after which Tenant shall be released from
              the provisions set forth in this Exhibit G.

         4.   On each annual anniversary of the Commencement Date the amount
              required to be maintained under this Credit Enhancement shall be
              reduced by one fifth (1/5) of the original amount. (Example:
              Credit Enhancement=$150,000. Annual reduction=$30,000)


<PAGE>   56


                                    EXHIBIT I

                                 RENEWAL OPTIONS

         If immediately prior to the expiration of the Initial Term, this Lease
shall be in full force and effect, and if written notice is given to Landlord no
later than one hundred and eighty (180) days prior to the expiration of the Term
of Tenant's intent to renew, the giving of such notice by Tenant shall be
effective to renew this Lease and extend the term hereof as to the Premises
without the necessity for execution of any further instrument by either party,
for an additional period of sixty (60) months (Option Term) from and after the
expiration of said initial term. The Option Term shall be on the same covenants,
agreements, terms, provisions and conditions as are contained herein for the
initial term. Base Rent for each year during the entirety of such Option Term on
the Premises shall, however, be at the "Extension Rate" (as hereinafter
defined).

         The "Extension Rate" for purposes of calculating the Base Rent payable
during each twelve (12) month period of the Option Term shall be the amount
equal to the Base Rent (as set forth in the Lease) multiplied by a fraction,
which fraction shall have as its numerator the Consumer Price Index For All
Urban Consumers using the U.S. City Average (1982-84 = 100), or alternative
thereto as hereinafter provided, as published by the U.S. Department of Labor,
Bureau of Labor Statistics, for the calendar month which is four (4) months
prior to the expiration of the applicable twelve (12) month period, and which
shall have as its denominator the Consumer Price Index, as published for the
calendar month which is four (4) months prior to the Commencement Date of the
Initial Term. If the present base of said Index should hereafter be changed,
then the new base shall be converted to the base now used. In the event that the
Bureau should cease to publish the Consumer Price Index, then a similar Index
published by any other branch or department of the U.S. Government shall be
used. In the event the Bureau shall publish more than one such index, then the
index showing the greater proportionate increase shall be used, and if none is
so published, then another index generally recognized as authoritative shall be
substituted by agreement of the parties hereto, or if no such agreement is
reached within a reasonable time, either party may make application to any court
of competent jurisdiction to designate such other index. In any event, the base
used by any new index shall be reconciled to the 1982-84=100 Base Index. In no
event shall the Extension Rate to be paid by Tenant pursuant hereto be less than
the Base Rent as adjusted with respect to the prior twelve (12) month period of
the Initial Term. In the event the numerator of said fraction is not available
at the time of adjustment of the rent as provided herein, Tenant shall continue
to pay the rent established for the next prior twelve (12) month period;
provided, however, Tenant shall promptly pay to Landlord any deficiency at such
time as said rent is adjusted.

         The Extension Rate shall be subject to all rent adjustments and
increases as set forth in the Lease, including, but not limited to, Sections
1.12 and 4.


<PAGE>   57


                                    EXHIBIT J

                               BROKERS COMMISSION

         The parties recognize as the broker(s) who negotiated this Lease, the
firm(s), if any, whose name(s) is (are) _________________, and agree that
Landlord shall be solely responsible for the payment of brokerage commissions to
those broker(s), and that the other party shall have no responsibility for the
commissions unless otherwise provided in this Lease. Tenant warrants that it has
had no dealings with any other real estate broker or agent in connection with
the negotiation of this Lease, and the Tenant agrees to indemnify and hold
Landlord harmless from any cost, expense or liability (including reasonable
attorneys' fees) for any compensation, commissions or charges claimed by any
other real estate broker or agent employed or claiming to represent or to have
been employed by Tenant in connection with the negotiation of this Lease. The
foregoing agreement shall survive the termination of this Lease. If Tenant fails
to take possession of the Premises or if this Lease otherwise terminates prior
to the expiration date, Landlord shall be entitled to recover the unamortized
portion of any brokerage commission funded by Landlord in addition to any other
damages to which Landlord may be entitled.

It is the Landlord's express policy not to pay commissions for the extensions,
renewals, options or expansions of an existing Tenant.




<PAGE>   58


                                    EXHIBIT K

                                COMMENCEMENT DATE

         The Commencement date of that Lease by and between #26 McCarran Center,
LC, as Landlord, and Acres Gaming, as Tenant, is hereby acknowledged and agreed
to be .

         Accordingly, the Expiration Date is acknowledged and agreed to be
__________199__.


LANDLORD:                                      TENANT:
#26 McCarran Center, LC                        Acres Gaming
a Nevada Limited Liability Company


By:______________________________      By: _____________________________________
                                               Robert Brown
Its:_____________________________     Its:     Executive Vice President



<PAGE>   59


                                    EXHIBIT L

                                MASTER SIGN PLAN
                                  MULTI-TENANT


SIGNAGE STANDARDS

A.   GENERAL REQUIREMENTS -  ALL BUILDINGS:

1.   All sign plans shall be reviewed and approved in writing by the Landlord
     for conformity with this criteria and overall design quality prior to
     installation. Approval or disapproval of sign submittals shall remain the
     sole right of the Landlord.

2.   All permits for signs and installation thereof shall be approved by the
     Landlord or its representative. The expense of obtaining permits, the
     fabrication and the installation of all signs shall be the responsibility
     of the Tenant.

B.   GENERAL SPECIFICATIONS -  ALL BUILDINGS:

1.   No projections beyond the sign area will be permitted. Signage area is to
     be within limits as indicated by the Landlord in this criteria.

2.   Except as provided herein, no advertising placards, banners, pennants, name
     insignia, trademarks or other described material shall be affixed or
     maintained upon the glass panels and supports of the windows and doors or
     upon the exterior walls of the building or office front.

3.   All signs and their installation shall comply with all local building 
     codes.

4.   Signs shall be composed of individual lettering. Logos will be considered
     on a case by case basis.

C.   GENERAL CONSTRUCTION REQUIREMENTS - ALL BUILDINGS:

1.   Tenant shall be responsible for the manufacture, complete installation and
     maintenance of the building letters and vinyl lettering.

2.   All signs are to be installed under the direction of the Project 
     Contractor's superintendent or representative.

3.   Tenant shall be fully responsible for the Tenant's sign contractor.

4.   Tenant's sign contractor shall execute Landlord's Right of Entry Agreement
     prior to installation of signage.

5.   Tenant's sign contractor shall repair any damage to any portion of the
     structure and finish caused by its work.

6.   All penetrations of the building structure required for sign installation
     shall be sealed in a water tight condition and shall be patched to match
     Building finish adjacent to the installation.

7.   No signmaker's label or other identification will be permitted on an
     exposed surface of the sign, except for those required by ordinance, which
     shall be placed in an inconspicuous location.

8.   No signs or lettering will be permitted on the building roof.



<PAGE>   60



D.   SIGN CONTRACTOR GENERAL REQUIREMENTS - ALL BUILDINGS:

1.   Tenant shall use YESCO (Young Electric Sign Company) to produce and install
     signage for aesthetic consistency or Landlord approved equal.

2.   All companies bidding to manufacture signs are to be advised by Tenant that
     no substitutes will be accepted unless indicated in the specifications and
     approved by the Landlord.

3.   All manufacturers are to be advised by Tenant that prior to acceptance and
     final payment, each unit will be inspected for conformity with approved
     plans. Any signs found not in conformity will be rejected and removed at
     the Tenant's expense.

4.   Entire display shall be guaranteed for 90 days against defects in material
     and workmanship.  Defective parts shall be replaced without charge.

5.   Sign company shall carry workman's compensation and public liability
     insurance against all damage suffered or done to any and all persons and/or
     property while engaged in the construction or erection of signs in the
     amount of $1,000,000.

E.  SINGLE-STORY MULTI-TENANT BUILDINGS - SIGNAGE:

1.   Building signage to be flush mounted, non-illuminated, individual letters,
     with both upper and lower case permitted.

2.   The width of the Tenant sign facia shall not exceed the width of the Sign
     Band (as delineated on the exterior elevations). Lettering shall center on
     demised premises unless otherwise approved by Landlord.

3.   Size of the Building signage letters shall be 18" maximum and logos 24"
     maximum in height by 3/4" in depth. Any exceptions will require prior
     written consent of the Landlord.

4.   Building signage letters will be Helvetica medium or as approved by the
     Landlord and painted to match Ameritone 1-VR-34A-Navarro.

5.   Tenant will be permitted to place at the main entrance of its demised
     premises not more than 144 inches of vinyl lettering, not to exceed two and
     three fourths inches (2-3/4") in height, maximum of four (4) lines,
     indicating suite number and name. Any exceptions will require prior written
     consent of the Landlord.

6.   Tenant's non-customer door for private, employee or merchandise entry may
     have uniformly applied in two and three-fourths inches (2-3/4") high vinyl
     block letters, the Tenant's name and suite number.

7.   Building address (excluding suite number) shall be provided by Landlord.
     Address shall be individual 3/4" deep 12" high numbers (Helvetica medium)
     flush mounted where indicated on exterior elevations.

F.   MULTI-STORY BUILDINGS - PARAPET SIGN:

1.    Parapet Wall Sign
         Shall mean a logo symbol and/or sign text consisting of individual
symbols or letters installed directly to the parapet of the Building. The use of
"Raceways" for letter attachment to the Building is not permitted.

2.    Signable Area

         Shall mean the display surface of a sign encompassed within a single
continuous perimeter, which encloses the extreme limits of the display face of
that graphic.

3.    Location


<PAGE>   61

         Shall be above the upper-most window line, and as indicated on the Sign
Location Plan (if provided), or as otherwise designated by Landlord.

4.   Number

         Landlord shall determine the number of individual tenants and signs
permitted on a Building.

5.   Display

         Parapet signs shall use a single line of text.

6.   Alignment

         Parapet signs shall be located a distance equal to the height of the
wall sign (but not less that 3'0") from the vertical edge of the building, a
minimum of 18" above the highest ceiling line and a minimum of 18" below the top
of the parapet. The sign shall insure the geometric relationship to the vertical
and horizontal features of the building.

7.   Height

         Wall sign height shall not exceed the height as listed in the table
below.

<TABLE>
<CAPTION>
       Number of Stories                              Maximum Height
       -----------------                              --------------
<S>                                                   <C>  
       1                                              2'-0"
       2                                              2'-6"
       3 or more                                      3'-0"
</TABLE>

8.   Area

         Wall sign area shall be as listed in the table below.

<TABLE>
<CAPTION>
       Number of Stories                              Maximum Square Footage
       -----------------                              ----------------------
<S>                                                   <C>
       1                                              64
       2                                              100
       3 or more                                      144
</TABLE>

9.   Materials and Construction

         Parapet signs shall utilize dark anodized bronze aluminum or other
materials as approved by Landlord. Returns and trim shall match color of sign
face unless otherwise approved. All signs shall consist of individual letters
and/or symbols. No continuous sign cabinets or raceways shall be permitted.

10.  Colors

         Colors of parapet sign materials shall be consistent with the Building
and be subject to the approval of the Landlord prior to issuance of the required
building permit. Registered trademark/logo colors are allowed.

11.  Illumination and Lighting Control

         Parapet signs shall be either non-illuminated or interior or halo
illuminated with no exposed conduit, raceway or similar cabinets and shall be
wired in such a manner that if any one portion and/or letter of the sign were to
burn out, the illumination of the entire sign will automatically turn off.

12.  Submittal

         All parapet signs must be submitted to the Landlord for approval. Upon
receiving approval from the Landlord, the Tenant's sign contractor shall obtain
all required permits.



<PAGE>   62


                                    EXHIBIT M

WHEN RECORDED, RETURN TO:
----------------------------

----------------------------

----------------------------

----------------------------


                          SUBORDINATION, NONDISTURBANCE
                            AND ATTORNMENT AGREEMENT
                 (MODIFY AS NECESSARY FOR GROUND LEASE, IF ANY)

         THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made and entered into as of ____________, 19___, by and between
_______________________________, a(n) _____________________________________ 
("Lender") and _______________________________, a(n) ________________________
("Tenant").

                                    RECITALS

         This Agreement is made with respect to the following facts:

         A. Pursuant to Loan Agreement dated as of ____________, 19__ (the "Loan
Agreement") entered into among ______________, a _________________, and
____________________, a ___________________, the Lenders made a loan to Landlord
(the "Loan").

         B. The loan is secured by a Deed of Trust, Security Agreement,
Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing
(the "Deed of Trust") which was recorded in the Official Records of Clark
County, Nevada, as Instrument No. __________, encumbers certain real property
owned by Landlord located in Clark County, Nevada, and more particularly
described in the Deed of Trust (the "Property").

         C. Lender is [the holder of 100% of the rights/has purchased the Loan
and succeeded to 100% of the rights] of the Landlord under the Loan Agreement,
the Deed of Trust and the other documents evidenced the Loan [pursuant to, inter
alia, (i) an Assignment of Loan Documents dated _________________, and (ii) and
Assignment of Beneficial Interest under Deed of Trust and under Assignment of
Leases and Rents recorded in the Official Records of Clark County, Nevada, on
_________________ as Instrument No. _________________].

         D. Pursuant to a Lease Agreement dated ______________________ between
#26 McCarran Center, LC, a Nevada limited liability company, as landlord
("Landlord"), and Tenant (the "Lease"), Landlord leased to Tenant [a portion of]
the Property consisting of approximately ___________________ rentable square
feet of office space commonly know as _________________________________________,
as more particularly described in the Lease as the "Premises".

         E. Lender and Tenant now desire to clarify their respective rights with
respect to the Premises, to confirm the right of Tenant to quiet and peaceable
possession of the Premises under the Lease, and to further define the terms,
covenants and conditions precedent to such right of quiet and peaceable
possession.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

         1.  The recitals set forth above are incorporated herein by reference.
<PAGE>   63

         2. Tenant covenants and agrees that the Lease now is and at all times
shall continue to be subject and subordinate in each and every respect to the
lien of the Deed of Trust, to the full extent of the principal, interest and
other sums secured thereby. Tenant, upon request, shall execute and deliver any
a certificate or other instrument whether or not in recordable form which Lender
reasonably may request to confirm such subordination.

         3. As long as Tenant is in compliance with the terms of this Agreement
and is not in default in the performance of its obligations under the Lease,
which default remains uncured beyond the expiration of any applicable grace or
cure periods, (i) Lender shall not name Tenant as a party defendant in any
action for foreclosure or other enforcement of the Deed of Trust (unless
required by law), nor shall the Lease be terminated by Lender in connection
with, or by reason of, foreclosure or other proceedings for the enforcement of
the Deed of Trust, or by reason of a transfer of the Landlord's interest under
the Lease pursuant to the taking of a deed or assignment in lieu of foreclosure
(or similar device), and in such event the Lease shall remain in full force and
effect as a direct lease between Tenant and any person, including without
limitation Lender, acquiring or succeeded to the interests of Landlord as a
result of any such action or proceeding (hereinafter referred to as a
"Successor") and (ii) Tenant's use or possession of the Premises shall not be
interfered with by Lender or anyone acting by or through Lender.

         4. If any portion of the Property affected by the Lease is damaged by
an insured casualty or if any portion of the Property affected by the Lease is
taken under the power of eminent domain, or sold under the threat of the
exercise of said power, then Lender agrees that insurance or condemnation
proceeds otherwise payable to Lender as a result thereof shall be made available
to Landlord to repair and/or restore the Property.

         5. If the interest of Landlord under the lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of the Deed of Trust
or the obligations which it secures or pursuant to a taking of a deed or
assignment in lieu of foreclosure (or similar device), Tenant shall be bound to
the Successor and the Successor shall be bound to Tenant under all terms,
covenants and conditions of the Lease for the unexpired balance of the term
thereof remaining (and any extensions, if exercised), with the same force and
effect as if the Successor were the landlord, and Tenant does hereby (i) agree
to attorn to the Successor, including lender if it be the Successor, as its
landlord, (ii) affirm its obligation under the Lease and (iii) agree to make
payments of all sums due under the Lease to the Successor, said attornment,
affirmation and agreement to be effective and self-operative without the
execution of any further instruments, upon the Successor succeeding to the
interest of Landlord under the Lease.

         6. Tenant agrees that this Agreement satisfies any condition or
requirement in the Lease relating to the granting of a non-disturbance agreement
with respect to the Deed of Trust. Tenant further agrees that in the event there
is any inconsistency between the terms and provisions hereof and the terms and
provisions of the Lease dealing with non-disturbance, the terms and provisions
hereof shall be controlling.

         7. This Agreement may not be modified except by an agreement in writing
signed by the parties or their respective successors-in-interest. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.

         8. Nothing contained in this Agreement shall in any way impair or
affect the lien created by the Deed of Trust, except as specifically set forth
herein.

         9. If either party hereto shall bring suit to enforce the terms and
provisions hereof or to recover damages for breach, the prevailing party shall
be entitled to recover from the other party all reasonable costs, expenses and
attorneys' fees incurred in connection with the exercise by the prevailing party
of its rights and remedies hereunder. The amount of the attorneys' fees is to be
affixed by the court without a jury. For the purpose of this paragraph, the term
"prevailing party" shall mean, in the case of the claimant, one who is
successful in obtaining substantially all of the relief sought, and in the case
of the defendant or respondent, one who is successful in denying substantially
all of the relief sought by the claimant.


<PAGE>   64

         10. This Agreement may be executed in one or more counterparts, each of
which when taken together shall constitute one and the same instrument. This
Agreement has been executed in the State of Nevada, and the laws of the State of
Nevada shall govern its construction, performance and terms. This Agreement
shall be construed according to its plain meaning and shall not be strictly
construed either for or against any party hereto. Either party hereto may record
this document in the official records of the county in which the Property is
located.


<PAGE>   65



                                            LENDER:

                                            ________________________________,

                                            a(n)_____________________________

                                            By:______________________________

                                            Name:____________________________

                                            Title:_____________________________

                                            TENANT:

                                            ---------------------------------,
                                            a(n)______________________________

                                            By:_______________________________

                                            Name:____________________________

                                            Title:______________________________
STATE OF NEVADA            )
                           )ss.
County of Clark            )

         The foregoing instrument was acknowledged before me this _____ day of
__________, 19__, by _______________________________ the _________________ of
_________________________________, on behalf of such________________________.


                                              ---------------------------------
                                              Notary Public

My Commission Expires:

----------------------


STATE OF NEVADA            )
                           )ss.
County of Clark            )

         The foregoing instrument was acknowledged before me this _____ day of
__________, 19__, by _______________________________ the _________________ of
_________________________________, on behalf of such _________________________.


                                               ---------------------------------
                                               Notary Public



My Commission Expires:

----------------------



<PAGE>   66


                                   EXHIBIT N
                           TENANT ESTOPPEL CERTIFICATE


TO:______________________________

PREMISES:______________________________

LOCATION:______________________________

LEASE DATE:____________________________

DATE OF AMENDMENTS, IF ANY:___________

TENANT:________________________________


LANDLORD:  #26 MCCARRAN CENTER, LC


         Tenant is a tenant of the Premises pursuant to the lease described
above and any amendments thereto (the "Lease") and hereby certifies the
following information which you, exclusively, may rely upon in connection with
your loan to Landlord:

1. The Lease, a copy of which is attached hereto as Exhibit "A", is presently in
full force and effect and has not been modified, supplemented or amended except
as follows:

_______________________________________________________________________________.


2. (a) The commencement date of the Lease was or will be ___________________,
and the date of expiration of the Lease will be ______________________, subject
to extensions of the Commencement Date pursuant to Paragraph ________of the
Lease and subject to the Tenant's right, if any, to extend the term of the Lease
as follows:
_______________________________________________________________________________.

_______________________________________________________________________________.

         (b) The Premises consists of _____________square feet for

_______________________________________________________________________________

_______________________________________________________________________ use(s).

3. (a) The base rent payable under the terms of the Lease is $_________.

   (b) The base rent payable under the terms of the Lease has been paid
through ______________.

   (c) The Lease provides for __________ months free rent, and Landlord
has not agreed to any other free rent periods except as follows:
_____________________________________.

5. Tenant has not assigned its rights under the Lease or sublet any portion of
the Premises except as follows:
_____________________________________.

6. There are no current actions, whether voluntary or otherwise, pending against
Tenant under any insolvency, bankruptcy or other debtor relief laws of the
United States.


<PAGE>   67

7. Landlord is not currently in default in the performance of any covenants,
conditions, agreements, terms or provisions contained in the Lease. Landlord has
no current obligations to Tenant or agreements with Tenant, except as set forth
in writing in the Lease.

8. Tenant has not been granted any rent abatements or concessions for the term
of the Lease, except as set forth in the Lease or in Paragraph 4 (c) of this
estoppel certificate, and Tenant is not owed any money by Landlord which can be
offset or otherwise deducted from the rental due under the Lease, except as
follows: ____________________________________.

9. Tenant has deposited ___________ as a security deposit with Landlord.

10. Except as set forth in the Lease, landlord has no current obligations to or
agreements with Tenant with respect to the Premises, including, without
limitation, any obligations or agreements regarding any tenant improvement work
to be performed by Landlord.

         THE STATEMENTS MADE HEREIN SHALL BE BINDING UPON US, OUR SUCCESSORS AND
ASSIGNS, AND SHALL INURE TO YOUR BENEFIT AND THE BENEFIT OF YOUR SUCCESSORS AND
ASSIGNS. THE OFFICER, PARTNER OR PERSON, AS APPLICABLE, EXECUTING THIS
CERTIFICATE HAS BEEN DULY EMPOWERED TO DO SO ON BEHALF OF THE UNDERSIGNED.


                                      Tenant:

                                      By:___________________________

                                      Its:___________________________