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                                                                  EXHIBIT 10.hhh

                                                         [LEE & ASSOCIATES LOGO]
            INDUSTRIAL REAL ESTATE
            LEASE
            (MULTI-TENANT FACILITY)

ARTICLE ONE: BASIC TERMS

This Article One contains the Basic Terms of this Lease between the Landlord and
Tenant named below. Other Articles, Sections and Paragraphs of the Lease
referred to in this Article One explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

       Section 1.01. DATE OF LEASE: May 15, 1998

       Section 1.02. LANDLORD (INCLUDE LEGAL ENTITY): Jackson-Shaw/El Dorado
Tech I Limited Partnership

Address of Landlord:  4890 Alpha Road, Suite 100, Dallas, Texas  75244

       Section 1.03. TENANT (INCLUDE LEGAL ENTITY): Cerprobe Corporation, a
Delaware Corporation

Address of Tenant: 1150 N. Fiesta Blvd., Gilbert, Arizona  85233-2237

       Section 1.04. PROPERTY: The Property is part of Landlord's multi-tenant
real property development known as El Dorado Commerce Center and described or
depicted in Exhibit "A"(the "Project"). The Project includes the land, the
buildings and all other improvements located on the land, and the common areas
described in Paragraph 4.05(a). The Property is (include street address,
approximate square footage and description) Building Two (2) at the El Dorado
Commerce Center is approximately 52,780 square feet. Located south of the
southeast corner of San Angelo Street and Colorado Street in Gilbert, Arizona,
a.k.a. 973 N. Colorado Street. Tenant to occupy 100% of the building.

       Section 1.05. LEASE TERM: Ten (10) years Zero (0) months BEGINNING ON
AUGUST 1, 1998 or such other date as is specified in this Lease, and ENDING ON
JULY 30, 2008. TENANT HAS ONE (1) FIVE (5) YEAR OPTION TO EXTEND THE LEASE AT
NINETY PERCENT (90%) OF THE THEN PREVAILING MARKET RENT, AS SUCH TERM IS MORE
SPECIFICALLY DEFINED ON ADDENDUM B.

       Section 1.06. PERMITTED USES: (See Article Five) ADMINISTRATIVE OFFICE,
MACHINE SHOP, ELECTRONIC TEST MANUFACTURING AND OTHER USES ALLOWED BY THEN
EXISTING ZONING.

       Section 1.07. TENANT'S GUARANTOR: (If none, so state)  None

       Section 1.08. BROKERS: (See Article Fourteen) (If none, so state)

Landlord's Broker:  Lee & Associates Arizona

Tenant's Broker:  Lee & Associates Arizona

       Section 1.09. COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article
Fourteen) $ Per separate agreement

       Section 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03) $ 25,800.00

       Section 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section
4.05) 123 TENANT, AT ITS SOLE EXPENSE AND ENFORCEMENT, MAY RESERVE THE SPACES
ALLOCATED ABOVE.

       Section 1.12. RENT AND OTHER CHARGES PAYABLE BY TENANT:

       (a) BASE RENT: See Addendum A Dollars ($____) per month for the first
_____ months, as provided in Section 3.01, and shall be increased on the first
day of the ____ month(s) after the Commencement Date, either (i) as provided in
Section 3.02, or (ii) _______________

       (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02);
(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
(iv) Tenant's Initial Pro Rata Share of Common Area Expenses AND PROPERTY TAXES
46.7 % (See Section 4.05); (v) Impounds for Insurance Premiums and Property
Taxes (See Section 4.08); (vi) Maintenance, Repairs and Alterations (See Article
Six).

       Section 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See
Section 9.05) FIFTY PERCENT percent ( 50 %) of the Profit (the "Landlord's
Share") SHALL NOT APPLY TO ANY TENANT'S AFFILIATE (AS DEFINED IN SECTION 9.02).

       Section 1.14. RIDERS: The following Riders are attached to and made a
part of this Lease: (If none, so state)

       Addendum A - Rent Schedule
       Exhibit 1 - Tenant Improvements
       Rules and Regulations
       Lee & Associates Arizona Disclosure Statement
       Hazardous Waste Rider
       Addendum B - Market Rent


ARTICLE TWO: LEASE TERM

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       Section 2.01. LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term. The Lease Term is for the period stated in Section 1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the beginning
or end of the Lease Term is changed under any provision of this Lease. The
"Commencement Date" shall be the date specified in Section 1.05 above for the
beginning of the Lease Term, unless advanced or delayed under any provision of
this Lease.

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       Section 2.03. EARLY OCCUPANCY. If Tenant occupies the Property prior to
the Commencement Date, Tenant's occupancy of the Property shall be subject to
all of the provisions of this Lease. Early occupancy of the Property shall not
advance the expiration date of this Lease. [***]

       Section 2.04. HOLDING OVER. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnity Landlord against all damages which Landlord incurs-s from
Tenant's delay in vacating the Property. If Tenant does not vacate the Property
upon the expiration or earlier termination of the Lease and Landlord thereafter
accepts rent from Tenant, Tenant's occupancy of the Property shall be a
month-to-month" tenancy, subject to all of the terms of this Lease applicable to
a month-to-month tenancy, except that the Base Rent then in effect shall be
increased by twenty-five percent (25%).


ARTICLE THREE: BASE RENT

       Section 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease,
Tenant shall pay. Landlord the Base Rent in the amount stated in Paragraph
1.12(a) above for the first month of the Lease Term. On the first day of the
second month of the Lease Term and each month thereafter, Tenant shall pay
Landlord the Base Rent, in advance, without offset, deduction or prior demand.
The Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

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       Section 3.03.  SECURITY DEPOSIT; INCREASES.

       (a) Upon the execution of this Lease, Tenant shall deposit with Landlord
a cash Security Deposit in the amount set forth in Section 1.10 above. Landlord
may apply all or part of the Security Deposit to any unpaid rent or other
charges due from Tenant or to cure any other defaults of Tenant. If Landlord
uses any part of the Security Deposit, Tenant shall restore the Security Deposit
to its full amount Within ten (10) days after Landlord's written request.
Tenant's failure to do so shall be a material default under this Lease. No
Interest shall be paid on the Security Deposit. Landlord shall not be required
to keep the Security Deposit separate from its other accounts and no trust
relationship is created with respect to the Security Deposit. AS LONG AS TENANT
IS NOT IN DEFAULT, LANDLORD SHALL RETURN THE SECURITY DEPOSIT TO TENANT AFTER
THE THIRD (3RD) ANNIVERSARY OF THE LEASE.


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       Section 3.04. TERMINATIONS, ADVANCE PAYMENTS. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other termination not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund or credit to Tenant (or Tenant's successor) the unused portion of the
Security Deposit, any advance rent or other advance payments made by Tenant to
Landlord, and any amounts paid for real property taxes and other reserves which
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

       Section 4.01. Additional Rent. All charges payable by Tenant other than
Base Rent are called "Additional Rent" unless this Lease provides otherwise,
Tenant shall pay all Additional Rent then due with the next monthly installment
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

       Section 4.02. PROPERTY TAXES.

       (a) REAL PROPERTY TAXES. Tenant shall pay all real property taxes on the
Property (including any fees, taxes or assessments against, or as a result of,
any tenant improvements installed on the Property by or for the benefit of
Tenant) during the Lease Term, Subject to Paragraph 4.02(c) and Section 4.08
below, such payment shall be made at least ten (10) days prior to the
delinquency date of the taxes. Within such ten (10) day period, Tenant shall
furnish Landlord with satisfactory evidence that the real property taxes have
been paid. Landlord shall reimburse Tenant for any real property taxes paid by
Tenant covering any period of time prior to or after the Lease Term. If Tenant
falls to pay the real property taxes when due, Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

       (b) DEFINITION OF "REAL PROPERTY TAX." Real property tax" means: (i)any
fee, license fee, license tax, business license fee, commercial rental tax,
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord's right to receive, or the receipt
of, rent or income from the Property or against Landlord's business of leasing
the Property; (iii) any tax or charge for fire protection, streets, sidewalks,
road maintenance, refuse or other services provided to the Property by any
governmental agency; (iv) any tax imposed upon this transaction or based upon a
re-assessment of the Property due to a change of ownership, as defined by
applicable law, or other transfer of all or part of Landlord's interest In the
Property; and (v) any charge or fee replacing any tax previously included within
the definition of real property tax. "Real property tax" does not, however,
include Landlord's federal or state income, franchise, inheritance or estate
taxes.

       (c) JOINT ASSESSMENT. If the Property is not separately assessed,
Landlord shall reasonably determine Tenant's share of the real property tax
payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets or
other reasonably available information. Tenant shall pay such share to Landlord
within fifteen (15) days after receipt of Landlord's written statement.

       (d)  PERSONAL PROPERTY TAXES.

       (i) Tenant shall pay all taxes charged against trade fixtures,
furnishings, equipment or any other personal property belonging to Tenant.
Tenant shall try to have personal property taxed separately from the Property.

       (ii) If any of Tenant's personal property is taxed with the Property,
Tenant shall pay Landlord the taxes for the personal property within fifteen
(15) days after Tenant receives a written statement from Landlord for such
personal property taxes.

       Section 4.03. Utilities. Tenant shall pay directly to the appropriate
supplier the cost of all natural gas heat, light, power, sewer service,
telephone, water, refuse disposal and other utilities and services supplied to
the Property. However, If any services or utilities are jointly metered with
other property, Landlord shall make a reasonable determination of Tenant's
proportionate share of the cost of such utilities and services and Tenant shall
pay such share to Landlord within fifteen (15) days after receipt of Landlord's
written statement.

       Section 4.04. INSURANCE POLICIES.

       (a) LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
policy of commercial general liability insurance (sometimes known as broad form
comprehensive general liability Insurance) insuring Tenant against liability for
bodily injury, property damage (including loss of use of property) and personal
injury arising out of the operation, use or occupancy of the Property. Tenant
shall name Landlord as an additional insured under such policy. The initial
amount of such Insurance shall be One Million Dollars ($1,000,000) per
occurrence and shall be subject to REASONABLE periodic increase based upon
Inflation, increased liability awards, recommendation of Landlord's professional
Insurance advisers and other relevant factors. The liability insurance obtained
by Tenant under this Paragraph 4.04(a) shall (i) be primary and
non-contributing; (ii) contain cross-liability endorsements; and (iii) insure
Landlord against Tenant's performance under Section 5.05, if the matters giving
rise to the indemnity under Section 5.05 result from the negligence of Tenant.
The amount and coverage of such insurance shall not limit Tenant's liability nor
relieve Tenant of any other obligation under this Lease. Landlord may also
obtain comprehensive public liability insurance in an amount and with coverage
determined by Landlord Insuring Landlord against liability arising out of
ownership, operation, use or occupancy of the Property. The policy obtained by
Landlord shall not be contributory and shall not provide primary insurance.

       (b) PROPERTY AND RENTAL INCOME INSURANCE. During the Lease Term, [***]
TENANT shall maintain policies of Insurance covering loss of or damage to the
Property in the full amount of Its replacement value. Such policy shall contain
an Inflation Guard Endorsement and shall provide protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Landlord deems reasonably necessary. [***] TENANT shall
[***] obtain flood [***] Insurance if required by any lender holding a security
interest In the Property. Landlord shall not obtain Insurance for Tenant's
fixtures or equipment or building improvements installed by Tenant on the
Property. During the Lease Term, [***] TENANT shall also maintain a rental
income insurance policy, with loss payable to Landlord, In an amount equal to
one year's Base Rent, plus estimated real property taxes [***]. Tenant shall be
liable for the payment of any deductible amount under [***] Tenant's insurance
policies maintained pursuant to this Section 4.04, in an amount not to exceed
Ten Thousand Dollars ($10,000). Tenant shall not do or permit anything to be
done which invalidates any such insurance policies.

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       (c) PAYMENT OF PREMIUMS. Subject to Section 4.08, Tenant shall pay all
premiums for the insurance policies described in Paragraphs 4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium statement or other evidence of the amount due,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Paragraph
4.04(a). For insurance policies maintained by Landlord which cover improvements
on the entire Project, Tenant shall pay Tenant's prorated share of the premiums,
in accordance with the formula in Paragraph 4.05(e) for determining Tenant's
share of Common Area costs. If insurance policies maintained by Landlord cover
improvements on real property other than the Project, Landlord shall deliver to
Tenant a statement of the premium applicable to the Property showing in
reasonable detail how Tenant's share of the premium was computed. If the Lease
Term expires before the expiration of an insurance policy maintained by
Landlord, Tenant shall be liable for Tenant's prorated share of the insurance
premiums. Before the Commencement Date, Tenant shall deliver to Landlord a copy
of any policy of insurance which Tenant Is required to maintain under this
Section 4.04. At least thirty (30) days prior to the expiration of any such
policy, Tenant shall deliver to Landlord a renewal of such policy. As an
alternative to providing a policy of insurance, Tenant shall have the right to
provide Landlord a Certificate of Insurance, executed by an authorized officer
of the insurance company, showing that the insurance which Tenant is required to
maintain under this Section 4.04 Is In full force and effect and containing such
other information which Landlord reasonably requires.

       (d)  GENERAL INSURANCE PROVISIONS.

       (i) Any insurance which Tenant is required to maintain under this Lease
shall include a provision which requires the insurance carrier to give Landlord
not less than thirty (30) days' written notice prior to any cancellation or
modification of such coverage.

       (ii) If Tenant falls to deliver any policy, certificate or renewal to
Landlord required under this Lease within the prescribed time period or if any
such policy Is canceled or modified during the Lease Term without Landlord's
consent, Landlord may obtain such Insurance, in which case Tenant shall
reimburse Landlord for the cost of such insurance within fifteen (15) days after
receipt of a statement that indicates the cost of such insurance.

       (iii) Tenant shall maintain all Insurance required under this Lease with
companies holding a "General Policy Rating" of A-12 or better, as set forth In
the most current issue of "Best Key Rating Guide". Landlord and Tenant
acknowledge the insurance markets are rapidly changing and that insurance in the
form and amounts described in this Section 4.04 may not be available In the
future. Tenant acknowledges that the insurance described in this Section 4.04 Is
for the primary benefit of Landlord. If at any time during the Lease Term,
Tenant is unable to maintain the insurance required under the Lease, Tenant
shall nevertheless maintain insurance coverage which is customary and
commercially reasonable in the insurance industry for Tenant's type of business,
as that coverage may change from time to time. Landlord makes no representation
as to the adequacy of such insurance to protect Landlord's or Tenant's
Interests. Therefore, Tenant shall obtain any such additional property liability
insurance which Tenant deems necessary to protect Landlord and Tenant.

       (iv) Unless prohibited under any applicable insurance policies
maintained, Landlord and Tenant each hereby waive any and all rights of recovery
against the other, or against the officers, employees, agents or representatives
of the other, for loss of or damage to its property or the property of others
under its control, if such loss or damage is covered by any insurance policy in
force (whether or not described in this Lease) at the time of such loss or
damage. Upon obtaining the required policies of insurance, Landlord and Tenant
shall give notice to the Insurance carriers of this mutual waiver of
subrogation.

       Section 4.05. COMMON AREAS; USE, MAINTENANCE AND COSTS.

       (a) COMMON AREAS. As used in this Lease, "Common Areas" shall mean all
areas within the Project which are available for the common use of tenants of
the Project and which are not leased or held for the exclusive use of Tenant or
other tenants, including, but not limited to, parking areas, driveways,
sidewalks, [***], access roads, corridors, landscaping and planted areas.
Landlord, from time to time, may change the size, location, nature and use of
any of the Common Areas, convert Common Areas into leaseable areas, construct
additional parking facilities (including parking structures) in the Common
Areas, and increase or decrease Common Area land and/or facilities, PROVIDED
HOWEVER ANY SUCH CHANGE SHALL NOT MATERIALLY AND ADVERSELY EFFECT TENANT'S
PARKING OR ACCESS TO THE PROPERTY. Tenant acknowledges that such activities may
result in inconvenience to Tenant. Such activities and changes are permitted it
they do not materially affect Tenant's use of the Property. TENANT SHALL NOT BE
RESPONSIBLE FOR ANY COST FOR SUCH CHANGES TO THE COMMON AREAS.

       (b) USE OF COMMON AREAS. Tenant shall have the nonexclusive right (in
common with other tenants and all others to whom Landlord has granted or may
grant such rights) to use the Common Areas for the purposes intended, subject to
such reasonable rules and regulations as Landlord may establish from time to
time. Tenant shall abide by such rules and regulations and shall use its best
effort to cause others who use the Common Areas with Tenant's express or implied
permission to abide by Landlord's rules and regulations. At any time, Landlord
may close any Common Areas to perform any acts in the Common Areas as, in
Landlord's judgment, are desirable to improve the Project. Tenant shall not
interfere with the rights of Landlord, other tenants or any other person
entitled to use the Common Areas.

       (c) SPECIFIC PROVISION RE: VEHICLE PARKING. Tenant shall be entitled to
use the number of vehicle parking spaces in the Project allocated to Tenant in
Section 1.11 of the Lease without paying any additional rent. Tenant's parking
[***] shall be limited to vehicles no larger than standard size automobiles or
pickup utility vehicles. Tenant shall not cause large trucks or other large
vehicles to be parked within the Project or on the adjacent public streets.
Temporary parking of large delivery vehicles in the Project may be permitted by
the rules and regulations established by Landlord. Vehicles shall be parked only
in striped parking spaces and not in driveways, loading areas or other locations
not specifically designated for parking. Handicapped spaces shall only be used
by those legally permitted to use them. If Tenant parks more vehicles in the
parking area than the number set forth in Section 1.11 of this Lease, such
conduct shall be a material breach of this Lease. In addition to Landlord's
other remedies under the Lease, Tenant shall pay a daily charge determined by
Landlord for each such additional vehicle. LANDLORD REPRESENTS AND WARRANTS THAT
THE NUMBER OF PARKING SPACES SPECIFIED IN SECTION 1.11 OF THIS LEASE ARE
AVAILABLE FOR TENANT'S USE AND SHALL BE AVAILABLE FOR TENANT'S USE THROUGHOUT
THE LEASE TERM.

       (d) MAINTENANCE OF COMMON AREAS. Landlord shall maintain the Common Areas
in good order, condition and repair and shall operate the Project, in Landlord's
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property development. Tenant shall pay Tenant's pro rata share (as determined
below) of all costs incurred by Landlord for the operation and maintenance of
the Common Areas. Common Area costs Include, but are not limited to, costs and
expenses for the following: gardening and landscaping; utilities, water and
sewage charges; maintenance of signs (other than tenants' signs); premiums for
liability, property damage, fire and other types of casualty insurance on the
Common Areas and worker's compensation insurance; all property taxes and
assessments levied on or attributable to the Common Areas and all Common Area
improvements; all personal property taxes levied on or attributable to personal
property used in connection with the Common Areas; straight-line depreciation on
personal property owned by Landlord which it consumed in the operation or
maintenance of the Common Areas; rental or lease payments paid by Landlord for
rented or leased personal property used in the operation or maintenance of the
Common Areas; fees for required licenses and permits; repairing, resurfacing,
repaving, maintaining, painting, lighting, cleaning, refuse removal, security
and similar items; reserves for roof replacement and exterior painting and other
appropriate reserves; and a reasonable allowance to Landlord for Landlord's
supervision of the Common Areas (not to exceed five percent (5%) of the gross
rents of the Project for the calendar year). Landlord may cause any or all of
such services to be provided by third parties and the cost of such services
shall be included in Common Area costs. Common Area costs shall not Include
depreciation of real property which forms part of the Common Areas. COMMON AREA
COSTS FOR ANY CAPITAL ITEMS (INCLUDING RESURFACING AND REPAVING OF THE PARKING
LOT) SHALL BE AMORTIZED OVER THE USEFUL LIFE OF THE IMPROVEMENT.

       (e) TENANT'S SHARE AND PAYMENT. Tenant shall pay Tenant's annual pro rata
share of all Common Area costs (prorated for any fractional month) upon written
notice from Landlord that such costs are due and payable, and in any event prior
to delinquency. Tenant's pro rata share shall be calculated by dividing the
square foot area of the Property, as set forth in Section 1.04 of the Lease, by
the aggregate square foot area of THE BUILDINGS BUILT OR WHICH MAY BE BUILT IN
the Project [***], as of the date on which the computation is made. Tenant's
initial pro rata share is set out in Paragraph 1.1 2(b). Any changes in the
Common Area costs and/or the aggregate [***] SQUARE FOOT AREA OF THE BUILDINGS
BUILT OR WHICH MAY BE BUILT IN the Project [***] shall be effective on the first
day of the month after such change occurs. Landlord may, at Landlord's election,
estimate in advance and charge to Tenant as Common Area costs, NOT MORE THAN ONE
(1) TIME PER YEAR, all real property taxes for which Tenant is liable under
Section 4.02 of the Lease, all Insurance premiums for which Tenant Is liable
under Section 4.04 of the Lease, all maintenance and repair costs for which
Tenant is liable under Section 6.04 of the Lease, and all other Common Area
costs payable by Tenant hereunder. At Landlord's election, such statements of
estimated Common Area costs shall be delivered monthly, quarterly or at any
other periodic Intervals to be designated by Landlord. Landlord may adjust such
estimates at any time based upon Landlord's experience and reasonable
anticipation of costs. Such adjustments shall be effective as of the next rent
payment date after notice to Tenant. Within sixty (60) days after the end of
each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles
setting forth, in reasonable detail, the Common Area costs paid or incurred by
Landlord during the preceding calendar year and Tenant's pro rata share. Upon
receipt of such statement, there shall be an adjustment between Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord shall receive the entire amount of Tenant's share of such costs and
expenses for such period.

       Section 4.06. LATE CHARGES. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The exact amount of such costs are
Impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, If Landlord does not receive any rent payment within [***]
FIVE [***] (5) days after NOTICE TO TENANT THAT it becomes due, Tenant shall pay
Landlord a late charge equal to [***] FIVE percent [***] (5%) of the overdue
amount. The parties agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will Incur by reason of such late payment.

       Section 4.07. INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by Tenant
to Landlord which is not paid WITHIN FIVE (5) DAYS AFTER NOTICE, [***] shall
bear interest THEREAFTER at the rate of fifteen percent (15%) per annum [***]
However, interest shall not be payable on late charges to be paid by Tenant
under this Lease. The payment of interest on such amounts shall not excuse or
cure any default by Tenant under his Lease. If the interest rate specified in
this Lease is higher than the rate permitted by law, the interest rate is hereby
decreased to the maximum legal interest rate permitted by law.

       Section 4.08. IMPOUNDS FOR INSURANCE PREMIUMS AND REAL PROPERTY TAXES.
[***] If Tenant is more than ten (10) days late in the payment of REAL PROPERTY
TAXES, LANDLORD MAY ELECT TO HAVE TENANT PAY LANDLORD [***] a sum equal to
one-twelfth (1/12) of the annual real property taxes [***], together with each
payment of Base Rent. Landlord shall hold such payments in a non-interest
bearing impound account. If unknown, Landlord shall reasonably estimate the
amount of real property taxes [***] when due. Tenant shall pay any deficiency of
funds in the impound account to Landlord upon written request. If Tenant
defaults under this Lease, Landlord may apply any funds in the impound account
to any obligation then due under this Lease. ONCE TENANT HAS TIMELY PAID ITS
IMPOUNDS AND RENT FOR SIX (6) CONSECUTIVE MONTHS THE REQUIREMENT TO IMPOUND
SHALL CEASE.


ARTICLE FIVE: USE OF PROPERTY

       Section 5.01. PERMITTED USES. Tenant may use the Property only for the
Permitted Uses set forth in Section l.06 above.

       Section 5.02. MANNER OF USE. Tenant shall not cause or permit the
Property to be used in any way which constitutes a violation of any law,
ordinance, or governmental regulation or order, which annoys or Interferes with
the rights of tenants of the Project, or which constitutes a nuisance or waste.
Tenant shall obtain and pay for all permits, including a Certificate of
Occupancy, required for Tenant's occupancy of the Property and shall promptly
take all actions necessary to comply with all applicable statutes, ordinances,
rules, regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

       Section 5.03. HAZARDOUS MATERIALS. SEE ATTACHED RIDER. [***]

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       Section 5.04. SIGNS AND AUCTIONS. Tenant shall not place any signs on the
Property without Landlord's prior written consent. Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

       Section 5.05. INDEMNITY. Tenant shall Indemnify Landlord against and hold
Landlord harmless from any and all costs, claims or liability arising from: (a)
Tenant's use of the Property; (b) the conduct of Tenant's business or anything
else done or permitted by Tenant to be done in or about the Property, including
any contamination of the Property or any other property resulting from the
presence or use of Hazardous Material caused or permitted by Tenant PURSUANT TO
THE HAZARDOUS WASTE RIDER: (c) any breach or default in the performance of
Tenant's obligations under this Lease; (d) any misrepresentation or breach of
warranty by Tenant under this Lease; or (a) other acts or omissions of Tenant.
Tenant shall defend Landlord against any such cost, claim or liability at
Tenant's expense with counsel reasonably acceptable to Landlord or, at
Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs
incurred by Landlord in connection with any such claim. As a material part of
the consideration to Landlord, Tenant assumes all risk of damage to property or
injury to persons in or about the Property arising from any cause, and Tenant
hereby waives all claims in respect thereof against Landlord, except for any
claim arising out of Landlord's [***] negligence or willful misconduct. As used
in this Section, the term "Tenant" shall include Tenant's employees, agents,
contractors and invitees, if applicable.

LANDLORD SHALL INDEMNIFY TENANT AGAINST AND HOLD TENANT HARMLESS FROM ANY AND
ALL COSTS, CLAIMS OR LIABILITY WHICH DIRECTLY ARISE FROM: (A) LANDLORD'S BREACH
OF ANY OBLIGATION IT HAS PURSUANT TO THE HAZARDOUS WASTE RIDER; (B) ANY BREACH
OR DEFAULT IN LANDLORD'S PERFORMANCE OF ITS OBLIGATION UNDER THIS LEASE; OR (C)
OTHER NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LANDLORD. IN SUCH
EVENT, LANDLORD SHALL DEFEND TENANT AGAINST ANY SUCH COST, CLAIM OR LIABILITY AT
LANDLORD'S EXPENSE WITH COUNSEL REASONABLY ACCEPTABLE TO TENANT OR, AT TENANT'S
ELECTION, LANDLORD SHALL REIMBURSE TENANT FOR ANY ACTUAL AND REASONABLE LEGAL
FEES OR COSTS INCURRED BY TENANT IN CONNECTION WITH ANY SUCH CLAIM. AS USED IN
THIS SECTION, THE TERM "LANDLORD" SHALL INCLUDE LANDLORD'S EMPLOYEES, AGENTS,
CONTRACTORS AND INVITEES, IF APPLICABLE.

       Section 5.06. LANDLORD'S ACCESS. Landlord or its agents may enter the
Property WITH REASONABLE NOTICE at all reasonable times to show the Property to
potential buyers, investors or tenants or other parties; to do any other act or
to inspect and conduct tests in order to monitor Tenant's compliance with all
applicable environmental laws and all laws governing the presence and use of
Hazardous Material; or for any other purpose Landlord deems necessary. Landlord
shall give Tenant prior notice of such entry, except in the case of an
emergency. Landlord may place customary "For Sale" or "For Lease" signs on the
Property ONLY WITHIN THE LAST SIX (6) MONTHS OF THE LEASE TERM.

       Section 5.07. QUIET POSSESSION. If Tenant pays the rent and complies with
all other terms of this Lease, Tenant may occupy and enjoy the Property for the
full Lease Term, subject to the provisions of this Lease.


ARTICLE SIX: CONDITION OF PROPERTY, MAINTENANCE, REPAIRS AND ALTERATIONS

       Section 6.01. EXISTING CONDITIONS. Tenant accepts the Property in its
condition as of the execution of the Lease, subject to all recorded matters,
laws, ordinances, and governmental regulations and orders. Except as provided
herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any representation as to the condition of the Property or the suitability
of the Property for Tenant's intended use. Tenant represents and warrants that
Tenant has made Its own inspection of and inquiry regarding the condition of the
Property and is not relying on any representations of Landlord or any Broker
with respect thereto. If Landlord or Landlord's Broker has provided a Property
Information Sheet or other Disclosure Statement regarding the Property, a copy
is attached as an exhibit to the Lease.

       Section 6.02. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not be
liable for any damage or injury to the person, business (or any loss of income
therefrom), goods, wares, merchandise or other property of Tenant, Tenant's
employees, invitees, customers or any other person in or about the Property,
whether such damage or injury is caused by or results from: (a) fire, steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or any other cause; (c) conditions arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other tenant of the Project. Landlord shall
not be liable for any such damage or injury even though the cause of or the
means of repairing such damage or injury are not accessible to Tenant. The
provisions of this Section 6.02 shall not, however, exempt Landlord from
liability for Landlord's [***] negligence or willful misconduct.

       Section 6.03. LANDLORD'S OBLIGATIONS.

       (a) Except as provided in Article Seven (Damage or Destruction) and
Article Eight (Condemnation), Landlord shall keep the following in good order,
condition and repair: the foundations, exterior walls and roof, INCLUDING ALL
SUB-STRUCTURE THEREOF, of the Property (including painting the exterior surface
of the exterior walls of the Property not more often than once every five ( 5)
years, if necessary) and all components of electrical, mechanical, plumbing,
heating and air conditioning systems and facilities located in the Property
which are concealed or used in common by tenants of the Project. However,
Landlord shall not be obligated to maintain or repair windows, doors, plate
glass or the Interior surfaces of exterior walls EXCEPT FOR DAMAGE CAUSED BY
LANDLORD OR LANDLORD'S AGENTS. Landlord shall make repairs under this Section
6.03 within a reasonable time after receipt of written notice from Tenant of the
need for such repairs.

       (b) Tenant shall pay or reimburse Landlord for all costs Landlord
ACTUALLY incurs under Paragraph 6.03(a) above as Common Area costs as provided
for in Section 4.05 of the Lease. [***]

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       Section 6.04. TENANT'S OBLIGATIONS.

       (a) Except as provided in Section 6.03, Article Seven (Damage or
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions of
the Property (including structural, nonstructural, interior, systems and
equipment) in good order, condition and repair (including Interior repainting
and refinishing, as needed). It any portion of the Property or any system or
equipment in the Property which Tenant is obligated to repair cannot be fully
repaired or restored, Tenant shall promptly replace such portion of the Property
or system or equipment in the Property, regardless of whether the benefit of
such replacement extends beyond the Lease Term; but if the benefit or useful
life of such replacement extends beyond the Lease Term (as such term may be
extended by exercise of any options), the useful life of such replacement shall
be prorated over the remaining portion of the Lease Term (as extended), and
Tenant shall be liable only for that portion of the cost which Is applicable to
the Lease Term (as extended). [* * *] EXCEPT AS PROVIDED IN ARTICLE 7, If any
part of the Property or the Project is damaged by any act or omission of Tenant,
Tenant shall pay Landlord the cost of repairing or replacing such damaged
property, whether or not Landlord would otherwise be obligated to pay the cost
of maintaining or repairing such property. It is the intention of Landlord and
Tenant that at all times Tenant shall maintain the portions of the Property
which Tenant is obligated to maintain in an attractive, first-class and fully
operative condition.

       (b) Tenant shall fulfill all of Tenant's obligations under this Section
6.04 at Tenant's sole expense. If Tenant falls to maintain, repair or replace
the Property as required by this Section 6.04, Landlord may, upon ten (10) days'
prior notice to Tenant (except that no notice shall be required in the case of
an emergency), enter the Property and perform such maintenance or repair
(including replacement, as needed) on behalf of Tenant. In such case, Tenant
shall reimburse Landlord for all costs incurred in performing such maintenance
or repair immediately upon demand.

       Section 6.05. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.

       (a) Tenant shall not make any alterations, additions, or improvements to
the Property without Landlord's prior written consent, except for non-structural
alterations which do not exceed [***] FIVE HUNDRED Thousand Dollars [***]
($500,000.00) In cost cumulatively over the Lease Term and FIFTY THOUSAND AND
NO/100 DOLLARS ($50,000.00) PER YEAR, which are not visible from the outside of
any building of which the Property is part. Landlord may require Tenant to
provide demolition and/or lien and completion bonds in form and amount
satisfactory to Landlord. Tenant shall promptly remove any alterations,
additions, or improvements constructed In violation of this Paragraph 6.05(a)
upon Landlord's written request. All alterations, additions, and improvements
shall be done in a good and workmanlike manner, in conformity with all
applicable laws and regulations, and by a contractor approved by Landlord. Upon
completion of any such work, Tenant shall provide Landlord with "as built"
plans, copies of all construction contracts, and proof of payment for all labor
and materials.

       (b) Tenant shall pay when due all claims for labor and material furnished
to the Property. Tenant shall give Landlord at least twenty (20) days' prior
written notice of the commencement of any work on the Property, regardless of
whether Landlord's consent to such work is required. Landlord may elect to
record and post notices of non-responsibility on the Property.

       Section 6.06. CONDITION UPON TERMINATION. Upon the termination of the
Lease, Tenant shall surrender the Property to Landlord, broom clean and in the
same condition as received except for ordinary wear and tear which Tenant was
not otherwise obligated to remedy under any provision of this Lease. However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction). [* * *] All alterations,
additions and improvements which [* * *] Tenant [***] HAS NOT removed shall
become Landlord's property and shall be surrendered to Landlord upon the
expiration or earlier termination of the Lease, except that Tenant may remove
any of Tenant's machinery or equipment which can be removed without material
damage to the Property. Tenant shall repair, at Tenant's expense, any damage to
the Property caused by the removal of any such machinery or equipment. In no
event, however, shall Tenant remove any of the following materials or equipment
(which shall be deemed Landlord's property) without Landlord's prior written
consent: any power wiring or power panels; lighting or lighting fixtures; wall
coverings; drapes, blinds or other window coverings; carpets or other floor
coverings; heaters, air conditioners or any other heating or air conditioning
equipment; fencing or security gates; or other similar building operating
equipment and decorations.


ARTICLE SEVEN: DAMAGE OR DESTRUCTION

Section 7.01. PARTIAL DAMAGE TO PROPERTY,

       (a) Tenant shall notify Landlord in writing immediately upon the
occurrence of any damage to the Property. If the Property is only partially
damaged (i.e., less than fifty percent (50%) of the Property is unrentable as a
result of such damage or less than fifty percent (50%) of Tenant's operations
are materially Impaired) and if the proceeds received by Landlord from the
insurance policies described in Paragraph 4.04(b) are sufficient to pay for the
necessary repairs (AND IF THEY ARE INSUFFICIENT AND IF THE DAMAGE OR DESTRUCTION
WAS CAUSED BY AN ACT OF TENANT AND IF TENANT IS CARRYING THE INSURANCE, TENANT
SHALL PAY LANDLORD THE DIFFERENCE), this Lease shall remain in effect and
Landlord shall repair the damage as soon as reasonably possible. Landlord may
elect (but is not required) to repair any damage to Tenant's fixtures,
equipment, or improvements.

       (b) If the insurance proceeds received by Landlord are not sufficient to
pay the entire cost of repair, or if the cause of the damage is not covered by
the insurance policies which [* * *] ARE MAINTAINED under Paragraph 4.04(b) (AND
IN EITHER EVENT IF TENANT DOES NOT ELECT TO PAY THE SHORTFALL), Landlord may
elect [* * *] to [* * *] repair the damage as soon as reasonably possible, in
which case this Lease shall remain in full force and effect, or [* * *] LANDLORD
OR TENANT MAY terminate this Lease as of the date the damage occurred AS HEREIN
AFTER PROVIDED. [* * *] EACH PARTY shall notify [* * *] THE OTHER within thirty
(30) days after [* * *] the occurrence of the damage whether

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 [* * *] IT elects to repair the damage or terminate the Lease. If Landlord
elects to repair the damage, Tenant shall pay Landlord the "deductible amount"
(if any) under [* * *] THE insurance policies and, if the damage was due to an
act or omission of Tenant, or Tenant's employees, agents, contractors or
invitees, the difference between the actual cost of repair and any insurance
proceeds received by Landlord. If Landlord elects to terminate the Lease, Tenant
may elect to continue this Lease in full force and effect, [* * *] AND CAUSE
LANDLORD TO repair any damage to the Property and any building In which the
Property is located [* * *], BY TENANT PAYING ANY SHORTFALL IN INSURANCE
PROCEEDS. Tenant shall give Landlord written notice of such election within [* *
*] TWENTY [* * *] (20) days after receiving Landlord's termination notice.

       (c) If the damage to the Property occurs during the last six (6) months
of the Lease Term (OR EXTENSION THEREOF) and such damage will COST MORE THAN
FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) TO REPAIR AND WILL require more
than thirty (30) days to repair, either Landlord or Tenant may elect to
terminate this Lease as of the date the damage occurred, regardless of the
sufficiency of any insurance proceeds. The party electing to terminate this
Lease shall give written notification to the other party of such election within
thirty (30) days after Tenant's notice to Landlord of the occurrence of the
damage.

       Section 7.02. SUBSTANTIAL OR TOTAL DESTRUCTION. If the Property is
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Property Is greater than partial damage as described In Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction, TENANT OR Landlord may elect to [* * *] CAUSE the Property TO BE
REBUILT at Landlord's own expense, in which case this Lease shall remain In full
force and effect. [* * *] THE PARTY ELECTING TO CAUSE THE REBUILDING shall
notify [* * *] THE OTHER of such election within thirty (30) days after [* * *]
the occurrence of total or substantial destruction. [* * *], Landlord shall
rebuild the Property at Landlord's sole expense, except that if the destruction
was caused by an act or omission of Tenant, Tenant shall pay Landlord the
difference between the actual cost of rebuilding and any insurance proceeds
received by Landlord.

       Section 7.03. TEMPORARY REDUCTION OF RENT. If the Property is destroyed
or damaged and Landlord or Tenant repairs or restores the Property pursuant to
the provisions of this Article Seven, any [* * *] AMOUNTS payable HEREUNDER
during the period of such damage, repair and/or restoration shall be reduced
according to the degree, if any, to which Tenant's use of the Property is
impaired. However, the reduction shall not exceed the sum of one year's payment
of Base Rent, Insurance premiums, [* * *] real property taxes AND OTHER AMOUNTS
PAYABLE HEREUNDER. Except for such possible [* * *] REDUCTIONS in Base Rent,
insurance premiums, [* * *] real property taxes AND OTHER AMOUNTS PAYABLE
HEREUNDER, Tenant shall not be entitled to any compensation, reduction, or
reimbursement from Landlord as a result of any damage, destruction, repair, or
restoration of or to the Property.

       Section 7.04. WAIVER. Tenant waives the protection of any statute, code
or judicial decision which grants a tenant the right to terminate a lease in the
event of the substantial or total destruction of the leased property. Tenant
agrees that the provisions of Section 7.02 above shall govern the rights and
obligations of Landlord and Tenant in the event of any substantial or total
destruction to the Property.


ARTICLE EIGHT:  CONDEMNATION

       If all or any portion of the Property is taken under the power of eminent
domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, [* * *] or
IF ANY OTHER PART OF THE PROPERTY IS TAKEN WHICH RESULTS, IN TENANT'S REASONABLE
BUSINESS JUDGMENT, IN A SUBSTANTIAL IMPAIRMENT OF TENANT'S ABILITY TO CONDUCT
ITS THEN CURRENT AND REASONABLY CONTEMPLATED FUTURE BUSINESS AT THE PROPERTY
Tenant may terminate this Lease as of the date the condemning authority takes
title or possession, by delivering written notice to [* * *] LANDLORD within [*
* *] TWENTY [* * *] (20) days after receipt of written notice of such taking (or
in the absence of such notice, [* * *] TWENTY [* * *] (20) days after the
condemning authority takes title or possession). If [* * *] TENANT DOES NOT
TERMINATE this Lease, this Lease shall remain in effect as to the portion of the
Property not taken, except that the Base Rent [* * *], Additional Rent AND ANY
OTHER CHARGES PAYABLE HEREUNDER shall be EQUITABLY reduced [* * *]. Any
Condemnation award or payment shall be distributed in the following order: (a)
first, to any ground lessor, mortgagee or beneficiary under a deed of trust
encumbering the Property, the amount of its Interest in the Property; (b)
second, to Tenant, [* * *] THE VALUE OF ITS LEASEHOLD AND the amount of any
award specifically designated for loss of or damage to Tenant's trade fixtures
or removable personal property; and (e) third, to Landlord, the remainder of
such award, whether as compensation for [* * *], the taking of the fee, or
otherwise. If this Lease is not terminated, Landlord shall repair any damage to
the Property caused by the Condemnation, except that Landlord shall not be
obligated to repair any damage for which Tenant has been reimbursed by the
condemning authority. If the [* * *] damages received by Landlord are not
sufficient to pay for such repair AND IF TENANT REFUSES TO FUND THE SHORTFALL,
Landlord shall have the right to either terminate this Lease or make such repair
at Landlord's expense.


ARTICLE NINE:  ASSIGNMENT AND SUBLETTING

       Section 9.01. LANDLORD'S CONSENT REQUIRED. No portion of the Property or
of Tenant's interest in this Lease may be acquired by any other person or
entity, whether by sale, assignment, mortgage, sublease, transfer, operation of
law, or act of Tenant, without Landlord's prior written consent, except as
provided in Section 9.02 below. Landlord has the right to grant or withhold its
consent as provided in Section 9.05 below. Any attempted transfer without
consent shall be void and shall constitute a non-curable breach of this Lease.
If Tenant is a partnership, any cumulative transfer of more than twenty percent
(20%) of the partnership interests shall require Landlord's consent. [* * *]

       Section 9.02. TENANT AFFILIATE. Tenant may assign this Lease or sublease
the Property, without Landlord's consent, to any [* * *] ENTITY which
controls, is controlled by or is under common control with Tenant, or to any
corporation ENTITY resulting from the merger of or consolidation with Tenant OR
TO [* * *] ANY ENTITY TO

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WHOM ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND/OR OUTSTANDING STOCK OF TENANT
IS TRANSFERRED ("TENANT'S AFFILIATE"). In such case, any Tenant's Affiliate
shall assume in writing all of Tenant's obligations under this Lease.

       Section 9.03. NO RELEASE OF TENANT. No transfer permitted by this Article
Nine, whether with or without Landlord's consent, shall release Tenant or change
Tenant's primary liability to pay the rent and to perform all other obligations
of Tenant under this Lease. Landlord's acceptance of rent from any other person
is not a waiver of any provision of this Article Nine. Consent to one transfer
is not a consent to any subsequent transfer. If Tenant's transferee defaults
under this Lease, Landlord may proceed directly against Tenant without pursuing
remedies against the transferee. Landlord may consent to subsequent assignments
or modifications of this Lease by Tenant's transferee, without notifying Tenant
or obtaining its consent. Such action shall not relieve Tenant's liability under
this Lease.

       Section 9.04. OFFER TO TERMINATE. If Tenant desires to assign the Lease
or sublease the Property, Tenant shall have the right to offer, in writing, to
terminate the Lease as of a date specified In the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer, the Lease shall terminate as of the date specified and all the terms
and provisions of the Lease governing termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise terminated and
the provisions of Section 9.05 with respect to any proposed transfer shall
continue to apply.

       Section 9.05. LANDLORD'S CONSENT.

       (a) Tenant's request for consent to any transfer described in Section
9.01 shall set forth in writing the details of the proposed transfer, including
the name, business and financial condition of the prospective transferee,
financial details of the proposed transfer (e.g. the term of and the rent and
security deposit payable under any proposed assignment or sublease), and any
other information Landlord deems relevant. Landlord shall have the right to
withhold consent, if reasonable, or to grant consent, based on the following
factors: (i) the business of the proposed assignee or subtenant and the proposed
use of the Property; (ii) the net worth and financial reputation of the proposed
assignee or subtenant, (iii) Tenant's compliance with all of its obligations
under the Lease; and (iv) such other factors as Landlord may reasonably deem
relevant. If Landlord objects to a proposed assignment solely because of the net
worth and/or financial reputation of the proposed assignee, Tenant may
nonetheless sublease (but not assign), all or a portion of the Property to the
proposed transferee, but only on the other terms of the proposed transfer.

       (b) If Tenant assigns or subleases, the following shall apply:

       (i) Tenant shall pay to Landlord as Additional Rent under the Lease the
Landlord's Share ([* * *] SUBJECT TO Section 1.13) of the Profit (defined
below) on such transaction as and when received by Tenant, unless Landlord gives
written notice to Tenant and the assignee or subtenant that Landlord's Share
shall be paid by the assignee or subtenant to Landlord directly. The "Profit"
means (A) all amounts paid to Tenant for such assignment or sublease, including
"key" money, monthly rent in excess of the monthly rent payable under the Lease,
and all fees and other consideration paid for the assignment or sublease,
including fees under any collateral agreements, less (B) costs and expenses
directly incurred by Tenant in connection with the execution and performance of
such assignment or sublease for real estate broker's commissions and costs of
renovation or construction of tenant improvements required under such assignment
or sublease. Tenant is entitled to recover such costs and expenses before Tenant
is obligated to pay the Landlord's Share to Landlord. The Profit in the case of
a sublease of less than all the Property is the rent allocable to the subleased
space as a percentage on a square footage basis.

       (ii) Tenant shall provide Landlord a written statement certifying all
amounts to be paid from any assignment or sublease of the Property within thirty
(30) days after the transaction documentation is signed, and Landlord may
inspect Tenant's books and records to verity the accuracy of such statement. On
written request, Tenant shall promptly furnish to Landlord copies of all the
transaction documentation, all of which shall be certified by Tenant to be
complete, true and correct. Landlord's receipt of Landlord's Share shall not be
a consent to any further assignment or subletting. The breach of Tenant's
obligation under this Paragraph 9.05(b) shall be a material default of the
Lease.

       Section 9.06. NO MERGER. No merger shall result from Tenant's sublease of
the Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.


ARTICLE TEN: DEFAULTS; REMEDIES

       Section 10.01. COVENANTS AND CONDITIONS. Tenant's performance of each of
Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

       Section 10.02. DEFAULTS. Tenant shall be in material default under this
Lease:

       (a) [* * *] If Tenant's vacation of the Property results in the
cancellation of any insurance described in Section 4.04;

       (b) If Tenant fails to pay rent or any other charge [* * *] WITHIN FIVE
(5) DAYS AFTER TENANT RECEIVES NOTICE OF FAILURE TO PAY WHEN DUE;

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

       (d) (i) If Tenant makes a general assignment or general arrangement for
the benefit of creditors; (ii) if a petition for adjudication of bankruptcy or
for reorganization or rearrangement is filed by or against Tenant and Is not
dismissed within [* * *] SIXTY [* * *] (60) days; (iii) if a trustee or receiver
is appointed to take possession of substantially all of Tenant's assets located
at the Property or of Tenant's interest in this Lease and possession is not
restored to Tenant within [* * *] SIXTY [* * *] (60) days; or (iv) if
substantially all of Tenant's assets located at the Property or of Tenant's
Interest in this

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 Lease is subjected to attachment, execution or other judicial seizure which is
not discharged within [***] SIXTY [***] (60) days. If a court of competent
jurisdiction determines that any of the acts described in this subparagraph (d)
is not a default under this Lease, and a trustee is appointed to take possession
(or if Tenant remains a debtor in possession) and such trustee or Tenant
transfers Tenant's interest hereunder, then Landlord shall receive, as
Additional Rent, the excess, If any, of the rent (or any other consideration)
paid in connection with such assignment or sublease over the rent payable by
Tenant under this Lease.

       (e) If any guarantor of the Lease revokes or otherwise terminates, or
purports to revoke or other wise terminate, any guaranty of all or any portion
of Tenant's obligations under the Lease. Unless otherwise expressly provided, no
guaranty of the Lease is revocable.

       Section l0.03 REMEDIES. On the occurrence of any material default by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have:

       (a) Terminate Tenant's right to possession of the Property by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Property to Landlord. In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including (1) the worth at the time of the award of the unpaid
Base Rent, Additional Rent and other charges which Landlord had earned at the
time of the termination; (ii) the worth at the time of the award of the amount
by which the unpaid Base Rent, Additional Rent and other charges which Landlord
would have earned after termination until the time of the award exceeds the
amount of such rental loss that Tenant proves Landlord could have reasonably
avoided; (iii) the worth at the time of the award of the amount by which the
unpaid Base Rent, Additional Rent and other charges which Tenant would have paid
for the balance of the Lease Term after the time of award exceeds the amount of
such rental loss that Tenant proves Landlord could have reasonably avoided; and
(iv) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the
Lease or which in the ordinary course of things would be likely to result
thereof from, including, but not limited to, any costs or expenses Landlord
incurs in maintaining or preserving the Property after such default, the cost of
recovering possession of the Property, expenses of reletting, [***] of the
Property, Landlord's reasonable attorneys fees incurred in connection therewith,
and any real estate commission paid or payable. As used in subparts (i) and (ii)
above, the "worth at the time of the award" is computed by allowing interest on
unpaid amounts at the rate of fifteen percent (15%) per annum, or such lesser
amount as may then be the maximum lawful rate. As used in subpart (iii) above,
the "worth at the time of the award" is computed by discounting such amount at
the discount rate of the Federal Reserve Bank of San Francisco at the time of
the award, plus one percent (1%). If Tenant has abandoned the Property, AND
DEFAULTED ON THIS LEASE, Landlord shall have the option of (i) retaking
possession of the Property and recovering from Tenant the amount specified In
this Paragraph 10.03(a), or (ii) proceeding under Paragraph 10.03(b);

       (b) Maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant has abandoned the Property. In such
event, Landlord shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to recover the rent as it becomes
due;

       (c) Pursue any other remedy now or hereafter available to Landlord under
the laws or judicial decisions of the state in which the Property is located.

                                     [***]

       Section 10.05. AUTOMATIC TERMINATION. Notwithstanding any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act which affirms the Landlord's intention to terminate the Lease as
provided in Section 10.03 hereof, including the filing of an unlawful detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including reasonable attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease; the
obtaining of relief from any stay in bankruptcy restraining any action to evict
Tenant; or the pursuing of any action with respect to Landlord's right to
possession of the Property. All such damages suffered (apart from Base Rent and
other rent payable hereunder) shall constitute pecuniary damages which must be
reimbursed to Landlord prior to assumption of the Lease by Tenant or any
successor to Tenant in any bankruptcy or other proceeding.

       Section 10.06. CUMULATIVE REMEDIES. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.


ARTICLE ELEVEN:  PROTECTION OF LENDERS

       Section 11.01. SUBORDINATION. CONDITIONAL UPON TENANT'S RECEIPT OF A
NON-DISTURBANCE AGREEMENT IN FORM REASONABLY SATISFACTORY TO TENANT, Landlord
shall have the right to subordinate this Lease to any ground lease, deed of
trust or mortgage encumbering the Property, any advances made on the security
thereof and any renewals, modifications, consolidations, replacements or
extensions thereof, whenever made or recorded. Tenant shall cooperate with
Landlord and any lender which is acquiring a security interest in the Property
or the Lease. [***] Tenant's right to quiet possession of the Property during
the Lease Term shall not be disturbed if Tenant pays the rent and performs all
of Tenant's obligations under this Lease and is not otherwise in default. If any
ground lessor, beneficiary or mortgagee elects to have this Lease prior to the
lien of its ground lease, deed of trust or mortgage and gives written notice
thereof to Tenant, this Lease shall be deemed prior to

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such ground lease, deed of trust or mortgage whether this Lease is dated prior
or subsequent to the date of said ground lease, dead of trust or mortgage or the
date of recording thereof.

       Section 11.02. ATTORNMENT. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord's interest in the Property and recognize such transferee
or successor as Landlord under this Lease. Tenant waives the protection of any
statute or rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Property upon the transfer
of Landlord's interest.

       Section 11.03. SIGNING OF DOCUMENTS. . CONDITIONAL UPON TENANT'S RECEIPT
OF A NON-DISTURBANCE AGREEMENT IN FORM REASONABLY SATISFACTORY TO TENANT, Tenant
shall [***] EXECUTE and deliver SUCH ANY [***] attornment [***], subordination
or agreement CONTAINING SUCH REASONABLE TERMS AND CONDITIONS AS LANDLORD, TENANT
AND LANDLORD'S LENDER SHALL AGREE.[***]

       Section 11.04.  ESTOPPEL CERTIFICATES.

       (a) Upon [***] written request, OF EITHER PARTY Tenant AND LANDLORD shall
execute, acknowledge and deliver to Landlord a written statement certifying: (i)
that none of the terms or provisions of this Lease have been changed (or if they
have been changed, stating how they have been changed); (ii) that this Lease has
not been canceled or terminated; (iii) the last date of payment of the Base Rent
and other charges and the time period covered by such payment; (iv) that [***]
THE REQUESTING PARTY is not in default under this Lease (or, if [***] THE
REQUESTING PARTY is claimed to be in default, stating why); and (v) such other
representations or information with respect to [***] THE OTHER PARTY or the
Lease as [***] THE REQUESTING PARTY may reasonably request or which any
prospective purchaser or encumbrancer of the Property may require. [***] A PARTY
shall deliver such statement to [***] THE REQUESTING PARTY within ten (10) days
after [***] request. [***] A PARTY may give any such statement [***] to any
prospective purchaser, [***] encumbrancer, ASSIGNEE, SUBLEASEE, TRANSFEREE OR
FINANCIER (A "BENEFITED PERSON"). [***]. Such [***] BENEFITED PERSON may rely
conclusively upon such statement as true and correct.

       (b) If [***] THE OTHER PARTY does not deliver such statement to [***] THE
REQUESTING PARTY within such ten (10) day period [***] THE REQUESTING PARTY, and
any [***], BENEFITED PERSON may conclusively presume and rely upon the following
facts: (i) that the terms and provisions of this Lease have not been changed
except as otherwise represented by [***] THE REQUESTING PARTY, (ii) that this
Lease has not been canceled or terminated except as otherwise represented by
[***] THE REQUESTING PARTY,(iii) that not more than one month's Base Rent or
other charges have been paid in advance; and (iv) that [***] THE REQUESTING
PARTY, is not In default under the Lease. In such event, [***] THE OTHER PARTY
shall be estopped from denying the truth of such facts.

       Section 11.05. TENANT'S FINANCIAL CONDITION. Within ten (10) days after
written request from Landlord, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements required
by such lender to facilitate the financing or refinancing of the Property.
Tenant represents and warrants to Landlord that each such financial statement is
a true and accurate statement as of the date of such statement. All financial
statements shall be confidential and shall be used only for the purposes set
forth In this Lease.


ARTICLE TWELVE:  LEGAL COSTS

       Section 12.01. LEGAL PROCEEDINGS. If Tenant or Landlord shall be in
breach or default under this Lease, such party (the "Defaulting Party") shall
reimburse the other party (the "Nondefaulting Party") upon demand for any costs
or expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights-or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is entered, a reasonable sum as attorneys' fees and
costs. The losing party in such action shall pay such attorneys' fees and costs.
[***] "LANDLORD AND TENANT SHALL INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM ALL
COSTS, EXPENSES, DEMANDS AND LIABILITY WHICH THE INDEMNIFIED PARTY MAY INCUR IF
THE INDEMNIFIED PARTY BECOMES OR IS MADE A PARTY TO ANY CLAIM OR ACTION:

       (A) INSTITUTED BY THE INDEMNIFYING PARTY AGAINST ANY THIRD PARTY OR BY
ANY THIRD PARTY AGAINST THE INDEMNIFYING PARTY, OR BY OR AGAINST ANY THIRD
PERSON HOLDING AN INTEREST UNDER OR USING THE PROPERTY BY LICENSE OF OR
AGREEMENT WITH THE INDEMNIFYING PARTY;

       (B) FOR FORECLOSURE OF ANY LIEN FOR LABOR OR MATERIAL FURNISHED TO OR FOR
THE INDEMNIFYING PARTY OR SUCH THIRD PERSON;

       (C) OTHERWISE ARISING OUT OF OR RESULTING FROM ANY ACT OR TRANSACTION OF
THE INDEMNIFYING PARTY OR SUCH THIRD PERSON; OR

       (D) NECESSARY TO PROTECT THE INTEREST OF THE INDEMNIFIED PARTY UNDER THIS
LEASE IN A BANKRUPTCY PROCEEDING, OR OTHER PROCEEDING UNDER TITLE XI OF THE
UNITED STATES CODE AS AMENDED.

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       THE INDEMNIFYING PARTY SHALL DEFEND AND HOLD THE INDEMNIFIED PARTY
HARMLESS AGAINST ANY SUCH CLAIM OR ACTION AT THE INDEMNIFYING PARTY'S EXPENSE
WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTY OR AT THE ELECTION
OF THE INDEMNIFIED PARTY, THE INDEMNIFYING PARTY SHALL REIMBURSE THE INDEMNIFIED
PARTY FOR ANY LEGAL COSTS OR COSTS THE INDEMNIFIED PARTY INCURS IN ANY SUCH
CLAIM OR ACTION."

       Section 12.02. LANDLORD'S CONSENT. Tenant shall pay Landlord's reasonable
attorneys' fees incurred in connection with Tenant's request for Landlord's
consent under Article Nine (Assignment and Subletting), or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.


ARTICLE THIRTEEN:  MISCELLANEOUS PROVISIONS

Section 13.01. Non-Discrimination. Tenant promises, and it is a condition to the
continuance of this Lease, that there will be no discrimination against, or
segregation of, any person or group of persons on the basis of race, color, sex,
creed, national origin or ancestry in the leasing, subleasing, transferring,
occupancy, tenure or use of the Property or any portion thereof.

       Section 13.02. LANDLORD'S LIABILITY; CERTAIN DUTIES.

       (a) As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or Project or the leasehold
estate under a ground lease of the Property or Project at the time in question.
Each Landlord is obligated to perform the obligations of Landlord under this
Lease only during the time such Landlord owns such interest or title. Any
Landlord who transfers its title or interest is relieved of all liability with
respect to the obligations of Landlord under this Lease to be performed on or
after the date of transfer. However, each Landlord shall deliver to its
transferee all funds that Tenant previously paid if such funds have not yet been
applied under the terms of this Lease.

       (b) Tenant shall give written notice of any failure by Landlord to
perform any of its obligations under this Lease to Landlord and to any ground
lessor, mortgagee or beneficiary under any deed of trust encumbering the
Property whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice. However, if such
non-performance reasonably requires more than thirty (30) days to cure, Landlord
shall not be in default if such cure is commenced within such thirty (30) day
period and thereafter diligently pursued to completion.

       (c) Notwithstanding any term or provision herein to the contrary the
liability of Landlord for the performance of its duties and obligations under
this Lease is limited to Landlord's interest in the Property and the Project,
and neither the Landlord nor its partners, shareholders, officers or other
principals shall have any personal liability under this Lease.

       Section 13.03. SEVERABILITY. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain In full force and effect.

       Section 13.04. INTERPRETATION. The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

       Section 13.05. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This
Lease is the only agreement between the parties pertaining to the lease of the
Property and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties, any other attempted amendment
shall be void.

       Section 13.06. NOTICES. All notices required or permitted under this
Lease shall be in writing and shall be personally delivered or sent by certified
mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above, except that upon
Tenant's taking possession of the Property, the Property shall be Tenant's
address for notice purposes. Notices to Landlord shall be delivered to the
address specified in Section 1.02 above. All notices shall be effective upon
delivery. Either party may change its notice address upon written notice to the
other party.

       Section 13.07. WAIVERS. All waivers must be in writing and signed by the
waiving party. Landlord's failure to enforce any provision of this Lease or its
acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

       Section 13.08. NO RECORDATION. Tenant shall not record this Lease Without
prior written consent from Landlord. However, either Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties be
recorded. The party requiring such recording shall pay all transfer taxes and
recording fees,

       Section 13.09. BINDING EFFECT; CHOICE OF LAW. This Lease binds any party
who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. The laws of the state in which the Property is located
shall govern this Lease.

       Section 13.10. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a certified copy of a resolution of Tenant's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each
person or entity signing this Lease for Tenant represents and warrants that he
or it is a general partner of the partnership, that he or it has full authority
to sign for the partnership and that this Lease binds the partnership and all
general partners of the partnership. Tenant shall give written 


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notice to Landlord of any general partner's withdrawal or addition. Within
thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a
copy of Tenant's recorded statement of partnership or certificate of limited
partnership.

       Section 13.11. JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant.

       Section 13.12. FORCE MAJEURE. If [***] EITHER PARTY cannot perform any of
Its RESPECTIVE obligations due to events beyond [***] SUCH PARTIES control
(EXCLUDING FINANCIAL INABILITY), the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such
events. Events beyond [***] A PARTY'S control include, but are not limited to,
acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other
casualty, shortages of labor or material, government regulation or restriction
and weather conditions.

       Section 13.13. EXECUTION OF LEASE. This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. Landlord's delivery of this Lease
to Tenant shall not be deemed to be an offer to lease and shall not be binding
upon either party until executed and delivered by both parties.

       Section 13.14. SURVIVAL. All representations and warranties of Landlord
and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN:  BROKERS

       Section 14.01. BROKER'S FEE. When this Lease is signed by and delivered
to both Landlord and Tenant, Landlord AT NO EXPENSE TO TENANT shall pay a real
estate commission to Landlord's Broker named in Section 1.08 above, if any, as
provided in the written agreement between Landlord and Landlord's Broker, or the
sum stated in Section 1.09 above for services rendered to Landlord by Landlord's
Broker in this transaction. Landlord shall pay Landlord's Broker a commission if
Tenant exercises any option to extend the Lease Term or to buy the Property, or
any similar option or right which Landlord may grant to Tenant, or it Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property. Such commission shall be the amount
set forth in Landlord's Broker's commission schedule in effect as of the
execution of this Lease. If a Tenant's Broker is named in Section 1.08 above,
Landlord's Broker shall pay an appropriate portion of Its commission to Tenant's
Broker if so provided in any agreement between Landlord's Broker and Tenant's
Broker. Nothing contained in this Lease shall impose any obligation on Landlord
to pay a commission or fee to any party other than Landlord's Broker.

       Section 14.02. PROTECTION OF BROKERS. If Landlord sells the Property, or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Property or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article Fourteen. Landlord's Broker
shall have the right to bring a legal action to enforce or declare rights under
this provision. The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party. Such attorneys' fees
shall be fixed by the court in such action. This Paragraph is Included In this
Lease for the benefit of Landlord's Broker.

       Section 14.03. AGENCY DISCLOSURE; NO OTHER BROKERS. Landlord and Tenant
each warrant that they have dealt with no other real estate broker(s) in
connection with this transaction except: Lee & Associates Arizona, who
represents Both Landlord and Tenant and _______________________________________
who represents ________________________________________________________________.


       In the event that Lee & Associates Arizona represents both Landlord and
Tenant, Landlord and Tenant hereby confirm that they were timely advised of the
dual representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential information of
the other party.



ARTICLE FIFTEEN:  COMPLIANCE


       The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.



ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO OR
IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE DRAW
A LINE THROUGH THE SPACE BELOW.

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Landlord and Tenant have signed this Lease at the place and on the dates
specified adjacent to their signatures below and have initialed all Riders which
are attached to or incorporated by reference in this Lease.



                                                "LANDLORD"

Signed on ______________,19_____       Jackson-Shaw/El Dorado Tech I


at _____________________________       Limited Partnership


                                       By:  Jackson-Shaw/Arizona, Inc.

                                       Its:  General Partner

                                       By: _____________________________
                                          J. Michael Bray

                                       Its: Vice President




                                                "TENANT"

Signed on ______________,19_____       Cerprobe Corporation


at _____________________________       a Delaware Corporation


                                       By: _____________________________
                                          C. Zane Close

                                       Its: President and C.E.O.

                                       By:
                                       Its:



       IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.


    THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION
OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS? INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN
CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS? INC., ITS
LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR
AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL
COUNSEL.


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