EXHIBIT 10.15

                          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: September 20. 1999

Section 1.02. Landlord (include legal entity): EJM Development Co., a California
limited partnership

        Address of Landlord:  9061 Santa Monica Blvd,      Los Angeles. CA 90069

Section 1.03.  Tenant  (include legal entity):  OneSource  Technologies  Inc., a
Delaware corporation

        Address of Tenant:    7419 East Helm Drive,         Scottsdale. AZ 85260

Section 1.04.  Property:  The Property is part of Landlord's  multi-tenant  real
property  development  known  as 7419  East  Helm  Drive,  Scottsdale.  AZ - 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).  A portion of 7419 East
Helm Drive,  Scottsdale.  AZ, consisting of approximately  13,878 square feet of
office/warehouse

Section 1.05.  Lease Term: 5 years 2 months beginning on October 1, 1999 or such
other date as is specified in this Lease, and ending on November 30, 2004.

Section  1.06.  Permitted  Uses:  (See  Article  Five)  administrative  offices,
servicing  electronic  point  of  sale  grocery  equipment,  office  supply  and
warehousing and related non-polluting office and business equipment wholesaling,
servicing and re-manufacturing and refurbishing laser printer cartridges

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
Tenant's Broker:             Colliers International

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) $ 10,270.00

Section 1.11.Vehicle Parking Spaces Allocated to Tenant: (See Section 4.05) 34

Section 1. 12. Rent and Other Charges Payable by Tenant:



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     (a) BASE RENT:  Nine Thousand Twenty Five and No/1 0 Dollars ($ 9,025,00 -)
per month for the first (14) months,  as provided in Section 3.01,  and shall be
increased on the first day of the 15th,  27th,  39th, & 51st month(s)  after the
Commencement Date, as provided in Rider No. 1

     (b) OTHER  PERIODIC  PAYMENTS:  (i) Real Property Taxes (See Section 4.02);
(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (Section 4.04); (iv)
Tenant's  Initial  Pro Rata Share of Common  Area  Expenses  63.6% (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) one hundred percent (100%) of the Profit (the "Landlord's Share").

Section 1.14.  Riders:  The following  Riders are attached to and made a part of
this Lease: (If none, so state) Rider No. 1,and exhibit "A" (Site Plan).

     ARTICLE TWO: LEASE TERM

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.

Section 2.02. Delay in  Commencement.  Landlord shall not be liable to Tenant if
Landlord  does  not  deliver  possession  of  the  Property  to  Tenant  on  the
Commencement  Date.  Landlord's  non-delivery  of the Property to Tenant on that
date shall not affect this Lease or the  obligations  of Tenant under this Lease
except  that the  Commencement  Date shall be delayed  until  Landlord  delivers
possession  of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of  possession  of the Property to Tenant,
plus the  number of days  necessary  to end the Lease  Term on the last day of a
month. If Landlord does not deliver  possession of the Property to Tenant within
thirty (30) days after the  Commencement  Date,  Tenant may elect to cancel this
Lease by giving written notice to Landlord within ten (10) days after the thirty
(30)-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.
If Tenant does not give such  notice,  Tenant's  right to cancel the Lease shall
expire and the Lease Term shall  commence upon the delivery of possession of the
Properly  to Tenant.  If  delivery of  possession  of the  Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery,  execute an amendment to
this Lease setting forth the actual Commencement Date and expiration date of the
Lease.   Failure  to  execute  such  amendment   shall  not  affect  the  actual
Commencement Date and expiration date of the Lease.

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.  Tenant  shall pay Base Rent and all other
charges specified in this Lease for the early occupancy period.



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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
indemnify Landlord against all damages which Landlord incurs 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 fifty percent (50%).

     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  1.1 2(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.

Section 3.02 Cost of Living Increases. Removed from lease.

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.

     (b)Removed from lease

Section 3.04.  Termination;  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.






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     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
fails to pay the real  property  taxes when due,  Landlord may pay the taxes and
Tenant shall  reimburse  Landlord  for the amount of such 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
reassment  of the  Property  due to the  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.  If any special
assessments  for improvement  districts are assessed  against the Property after
the  Commencement  Date of the Lease,  Tenant shall only be responsible  for its
share of the payments  due during the Term of the Lease even if Landlord  elects
to pay the special  assessment lump sum. However,  if the special  assessment is
due lump sum then  Tenant  shall be  responsible  for its  share of the lump sum
payment regardless when such payment is due during the Term.

     (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.




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                  (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 and Landlord's  property management company as an additional
insured under such policy.  The initial  amount of such  insurance  shall be Two
Million  Dollars  ($2,000,000)  per  occurrence and shall be subject to 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,  Landlord
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.  Landlord shall have
the right to obtain  flood and  earthquake  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 the
Tenant on the Property.  During the Lease Term,  Landlord  shall also maintain a
rental insurance policy,  with loss payable to the Landlord,  in an amount equal
to one year's  Base Rent,  plus  estimated  real  property  taxes and  insurance
premiums.  Tenant shall be liable for the payment of any deductible amount under
Landlord's and Tenant's insurance policies  maintained  pursuant to this Section
4.04, in an amount not to exceed Ten Thousand Dollars ($10,000.00). Tenant shall
not do or  permit  anything  to be done  which  invalidates  any such  insurance
policies.




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     (c) Payments of  Premiums.  Subject to Section  4.08,  Tenant shall pay all
premiums  for the  policies  described  in  Paragraphs  4.04(a) and (b) (whether
obtained  byLandlord or Tenant) within fifteen 0 5) 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  fails 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" or A-1 2 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  or
liability insurance which Tenant deems necessary to protect Landlord and Tenant.




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                  (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,  loading  areas,  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.
Tenant  acknowledges that such activities may result in inconvenience to Tenant.
Such  activities  and changes are  permitted  if they do not  materially  affect
Tenant's use of the Property.

        (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 not be reserved  and shall be limited to vehicles no larger than  standard
size automobiles or pickup utility vehicles. Tenant shall not cause large trucks
or other  large  vehicles  to 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.




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        (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 sole discretion, as a first-class industrial/commercial real 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 is consumed in the operation or maintenance of
the Common Areas; rental or lease payments paid by Landlord for rented or leased
personal property used in the operation or maintenance of the Common Areas; fees
for   required   licenses  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.

        (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 Project which is leased or
held for  lease by  tenants,  as of the date on which the  computation  is made.
Tenant's initial pro rata share is set out in Paragraph 1.12(b).  Any changes in
the Common Area costs and/or the  aggregate  area of the Project  leased or held
for lease during the Lease Term 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,  all real  property taxes for



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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 ten
(10) days after it becomes due, Tenant shall pay Landlord a late charge equal to
ten  percent  (10%) of the over due  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 when due shall bear  interest  at the rate of twelve
percent  (12%) per annum  from the due date of such  amount.  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 this 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
requested by any ground lessor or lender to whom Landlord has granted a security
interest  in the  Property,  or if Tenant is more than ten (10) days late in the
payment of rent more than once in any  consecutive  twelve (1  2)-month  period,
Tenant shall pay Landlord a sum equal to  one-twelfth (1 /12) of the annual real
property  taxes and  insurance  premiums  payable by Tenant  under  this  Lease,
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 and  insurance  premiums  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.





<PAGE>



     ARTICLE FIVE: USE OF PROPERTY

Section 5.01. Permitted Uses. Tenant may use the Property only for the Permitted
Uses set forth in Section 1.06 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.  As used in this Lease, the term "Hazardous
Material" means any flammable items, explosives radioactive materials, hazardous
or  toxic  substances,  material  or  waste  related  materials,  including  any
substances  defined as or included in the definition of "hazardous  substances",
"hazardous  wastes",   "hazardous   materials"  or  "toxic  substances"  now  or
subsequently  regulated  under any  applicable  federal,  state or local laws or
regulations,  including without  limitation  petroleum-based  products,  paints,
solvents,  lead,  cyanide,  DDT,  printing  inks,  acids,  pesticides,   ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different  products and materials which are subsequently  found to
have  adverse  effects on the  environment  or the health and safety of persons.
Tenant  shall  not cause or  permit  any  Hazardous  Material  to be  generated,
produced,  brought upon,  used,  stored,  treated or disposed of in or about the
Property by Tenant, its agents, employees, contractors,  sub-lessees or invitees
without the prior  written  consent of Landlord.  Landlord  shall be entitled to
take into  account  such  other  factors  or facts as  Landlord  may  reasonably
determine to be relevant in determining  whether to grant or withhold consent to
Tenant's  proposed  activity  with respect to Hazardous  Material.  In no event,
however, shall Landlord be required to consent to the installation or use of any
storage tanks on the Property.

Section  5.04.  Signs  and  Auctions.  Tenant  shall  not place any signs on the
Property  without  Landlord's  prior written  consent which consent shall not be
unreasonably  be  withheld.  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;  (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
(e) 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




<PAGE>



arising from any cause,  and Tenant hereby waives all claims in respect  thereof
against  Landlord,  except  for  any  claim  arising  out  of  Landlord's  gross
negligence or willful  misconduct.  As used in this  Section,  the term "Tenant"
shall  include  Tenant's  employees,   agents,   contractors  and  invitees,  if
applicable.

Section 5.06.  Landlord's Access.  Landlord or its agents may enter the Property
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.

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 tenant of the Project.  Landlord  shall not be liable for
any such damage or injury to Tenant.  The  provisions of this Section 6.02 shall
not, however,  exempt Landlord from liability for Landlord's gross 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 of the Property (including




<PAGE>



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.
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  incurs
under  Paragraph  6.03(a)  above as Common Area costs as provided for in Section
4.05 of the Lease.  Tenant waives the benefit of any statute in effect now or in
the future  which  might give  Tenant  the right to make  repairs at  Landlord's
expense  or to  terminate  this  Lease  due to  Landlord's  failure  to keep the
Property in good order, condition and repair.

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).  If 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).  Tenant shall  maintain a preventive  maintenance
contract providing for the regular inspection and maintenance of the heating and
air conditioning  system by a licensed heating and air conditioning  contractor,
unless  Landlord  maintains such equipment under Section 6.03 above. 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 fails 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.





<PAGE>



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  Ten  Thousand  Dollars  ($10,000)  in  cost
cumulatively  over the Lease Term and which are not visible  from the outside of
any building of which the Property is part. The cost of the  improvements  to be
constructed by Tenant pursuant to the attached-Rider No. 1 shall not be included
in the preceding  sentences $10,000  limitation.  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
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. Notwithstanding the
foregoing,  the improvements to be made by Landlord pursuant to the Construction
of Improvements by the Landlord Lease Rider attached hereto shall not be counted
towards the $10,000.00 limitation specified in this Section 6.05(a).

     (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).  In addition,  Landlord may require
Tenant to remove any alterations, additions or improvements (whether or not made
with Landlord's consent) prior to the expiration of the Lease and to restore the
Property to its prior  condition,  all at  Tenant's  expense.  All  alterations,
additions  and  improvements  which  Landlord has not required  Tenant to remove
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  (including  telephone  equipment and PBX
equipment  installed by Tenant) 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.




<PAGE>



     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  untenantable  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,  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  Landlord  maintains  under  Paragraph  4.04(b),
Landlord  may  elect  either to (i)  repair  the  damage  as soon as  reasonably
possible,  in which case this Lease shall  remain in full force and  effect,  or
(ii)  terminate  this Lease as of the date the damage  occurred.  Landlord shall
notify Tenant within thirty (30) days after receipt of notice of the  occurrence
of the damage  whether  Landlord  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  Landlord's  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,  in
which case Tenant  shall  repair any damage to the  Property and any building in
which the Property is located. Tenant shall pay the cost of such repairs, except
that upon  satisfactory  completion of such repairs,  Landlord  shall deliver to
Tenant any insurance  proceeds  received by Landlord for the damage  repaired by
Tenant.  Tenant shall give Landlord  written notice of such election  within ten
(10) 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 and such  damage  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 I ease  shall  give  written
notification to the other party of such election within (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,
Landlord may elect to rebuild the  Property at the  Landlord's  own expense,  in
which case this Lease  shall  remain in full force and  effect.  Landlord  shall
notify Tenant of such election  within thirty (30) days after Tenant's notice of




<PAGE>



the  occurrence  of total or  substantial  destruction.  If  Landlord so elects,
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 rent payable  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
and real  property  taxes.  Except  for such  possible  reduction  in Base Rent,
insurance premiums and real property taxes,  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,  either
Landlord  or  Tenant  may  terminate  this  Lease as of the date the  condemning
authority takes title or possession,  by delivering  written notice to the other
within ten (10) days after  receipt of written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
takes title or  possession).  If neither  Landlord  nor Tenant  terminates  this
Lease,  this Lease shall  remain in effect as to the portion of the Property not
taken,  except  that the Base  Rent and  Additional  Rent  shall be  reduced  in
proportion to the reduction in the floor area of the Property.  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,
only the amount of any award  specifically  designated  for loss of or damage to
Tenant's  trade  fixtures or  removable  personal  property;  and (c) third,  to
Landlord,  the remainder of such award, whether as compensation for reduction in
the value of the leasehold,  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
severance  damages  received  by  Landlord  are not  sufficient  to pay for such
repair,  Landlord  shall have the right to either  terminate  this Lease or make
such repair at Landlord's expense.




<PAGE>



     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.  If  Tenant  is  a
corporation,  no change in the ownership or  controlling  interest in the voting
stock 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 corporation which controls,  is
controlled  by or is under common  control with  Tenant,  or to any  corporation
resulting  from  the  merger  of  or   consolidation   with  Tenant   ("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



<PAGE>



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  (stated in  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 verify 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 the Tenant's  sublease of
the Property  under this Article Nine,  Tenant's  surrender of this Lease or the
termination  of this Lease in any manner.  In any such event,  the  Landlord may
terminate  any or all  sub-tenancies  or  succeed to the  interest  of Tenant as
sub-landlord under any or all sub-tenancies.

     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.





<PAGE>



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

     (a) If Tenant abandons the Property or 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 three (3) days
after receipt of written notice from Landlord that such amounts are due;

     (c) If Tenant  fails 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 if 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 thirty (30) 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 thirty (30) days; or (iv) if substantially  all of Tenant's assets
located at the  Property or of Tenant's  interest in this Lease is  subjected to
attachment,  execution or other judicial seizure which is not discharged  within
thirty (30) days. If a court of competent  jurisdiction  determines  that any of
the acts described in this  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 otherwise 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 10.03.  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 other right or remedy that
Landlord may have:

     (a)  Terminate  this  Lease and the Term  created  hereby,  in which  event
Landlord  may  forthwith  repossess  the  Property  and be  entitled  to recover
forthwith  as  damages  a sum of money  equal to the  value of the Base Rent and
Additional Rent provided to be paid by Tenant for the balance of the stated Term
of the Lease,  less the fair rental value of the  Property for said period,  and
any other sum of money and damages owed by Tenant to Landlord.




<PAGE>



     (b) Terminate  Tenant's  right of possession and may repossess the Property
by forcible entry or detainer suit or otherwise, without demand or notice of any
kind to Tenant and without  terminating this Lease, in which event Landlord may,
but shall be under no obligation so to do, relet all or any part of the Property
for such  rent and  upon  such  terms  as  shall  be  satisfactory  to  Landlord
(including  the right to relet the  Property  for a term  greater or lesser than
that remaining  under the Term of this Lease and the right to relet the Property
as a part of a larger area and the right to change the  character or use made of
the  Property).  For the purpose of such  reletting,  Landlord is  authorized to
decorate or to make any repairs, changes,  alterations or additions in or to the
Property  that may be necessary  or  convenient,  and if Landlord  shall fail or
refuse to relet the Property,  or if the Property are relet and a sufficient sum
shall not be  realized  from such  reletting  after  paying all of the costs and
expenses of such reletting  (including lease  commissions) and of the collection
of the rent accruing therefrom to satisfy the rent provided for in this Lease to
be paid,  then  Tenant  shall pay to Landlord as damages a sum equal to the Base
Rent and rent adjustments reserved in this Lease for such period or periods, or,
if the  property  have  been  relet,  Tenant  shall  satisfy  and pay  any  such
deficiency  upon  demand  therefor  from time to time,  and Tenant  agrees  that
Landlord  may file suit to recover any sums  falling due under the terms of this
paragraph and any other sums due under this Lease from time to time, and that no
suit or recovery of any portion due Landlord  hereunder  shall be any defense to
any subsequent action brought for any amount not theretofore reduced to judgment
in favor of Landlord.

     (c)  Obtain  the  appointment  of a  receiver  in any  court  of  competent
jurisdiction,  and the receiver  may take  possession  of any personal  property
belonging  to Tenant and used in the  conduct of the  business  of Tenant  being
carried on in the  Property.  Tenant  agrees that the entry upon the Property or
possession of said personal  property by said receiver  shall not  constitute an
eviction of Tenant from the Property or any portion  thereof,  and Tenant agrees
to indemnify,  defend and hold Landlord harmless for, from and against any claim
of any character by any person  arising out of or in any way connected  with the
entry by said  receiver in taking  possession  of the Property or said  personal
property.

     No act or conduct of the Landlord,  whether  consisting of reentry,  taking
possession,  or reletting the Property or obtaining appointment of a receiver or
accepting the keys to the Property, or otherwise, prior to the expiration of the
Lease Term shall be deemed to be or constitute an acceptance of the surrender of
the  Property by the  Landlord or an election  to  terminate  this Lease  unless
Landlord exercises its election under Section 10.03(a) above. Such acceptance or
election by Landlord shall only be effected,  and must be evidenced,  by written
acknowledgement  of  acceptance  of surrender or notice of election to terminate
signed by Landlord.

Section 10.04. Intention ally Deleted.

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




<PAGE>


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 11.0 1. Subordination. 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  shall  execute  such
further  documents  and  assurances  as such lender may require,  provided  that
Tenant's obligations under this Lease shall not be increased in any material way
(the performance of ministerial acts shall not be deemed  material),  and Tenant
shall not be deprived of its rights  under this 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 such ground lease,  deed of trust or mortgage whether this Lease
is dated prior or subsequent to the date of said ground lease,  deed of trust or
mortgage or the date of recording thereof.

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

Section 11.04. Estoppel Certificates.

     (a) Upon Landlord's written request, Tenant 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



<PAGE>



charges and the time period  covered by such payment;  (iv) that Landlord is not
in  default  under  this Lease (or,  if  Landlord  is claimed to be in  default,
stating why); and (v) such other  representations or information with respect to
Tenant or the Lease as Landlord may reasonably  request or which any prospective
purchaser or encumbrancer of the Property may require. Tenant shall deliver such
statement to Landlord within ten (10) days after  Landlord's  request.  Landlord
may  give  any  such  statement  by  Tenant  to  any  prospective  purchaser  or
encumbrancer  of  the  Property.   Such  purchaser  or  encumbrancer   may  rely
conclusively upon such statement as true and correct.

     (b) If Tenant does not deliver such  statement to Landlord  within such ten
(1 0)-day period,  Landlord, and any prospective purchaser or encumbrancer,  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 Landlord;  (ii) that this Lease has not been canceled or terminated except as
otherwise  represented  by  Landlord;  (iii) that not more than one month's Base
Rent or other  charges have been paid in advance;  and (iv) that Landlord is not
in default under the Lease. In such event, Tenant 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.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability Landlord may incur if Landlord becomes or
is made a party to any claim or action  (a)  instituted  by Tenant  against  any
third party, or by any third party against  Tenant,  or by or against any person
holding any interest under or using the Property by license of or agreement with
Tenant;  (b) for  foreclosure of 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.  Tenant
shall defend Landlord  against any such claim or action at Tenant's expense with




<PAGE>



counsel  reasonably  acceptable to Landlord or, at Landlord's  election,  Tenant
shall reimburse Landlord for any legal fees or costs Landlord 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.




<PAGE>



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.  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 the  Landlord  or
Tenant. However,  Landlord shall have no obligation to Tenant's successor unless
the rights of 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




<PAGE>



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

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 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.  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. Deleted from agreement

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,  who represents  Landlord,  and
Colliers International, who represents Tenant.

     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



<PAGE>



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.

        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 9/28,              1999

EJM Development Co., a California Limited Partnership

By: /s/  Eugene Montkarsh
----------------------------------------

Its:    General Partner

"TENANT"

Signed on 24 September, 1999

OneSource Technologies Inc., a Delaware corporation

By: /s/Jerry Washburn
--------------------------------
Its:    President

By: /s/  Donald Gause
--------------------------------
Its:    Secretary


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.









<PAGE>



                                   RIDER NO. 1

THIS  RIDER NO. 1 ("RIDER  NO. 1 ") is dated for the  reference  purposes  as of
September 20, 1999 and is made by and between EJM Development  Co.. a California
Limited  Partnership  ("Landlord") and OneSource  Technologies  Inc.. a Delaware
corporation ("Tenant") to be a part of that certain Industrial Real Estate Lease
(Multi-Tenant  Net Form) of even date herewith  between Landlord and Tenant (the
"Lease")  concerning a portion of the premises more commonly  known as 7419 East
Helm Drive.  Scottsdale,  Arizona ( the  "Property").  Landlord and Tenant agree
that the Lease is hereby modified and supplemented as follows:

1.  Section  1.12(a)  (Base  Rent) of the Lease  shall be  amended by adding the
following:

"The Base Rent shall be increased during the Term as follows;

Months 01 - 02               $     0.00 per month NNN
Months 03 - 14               $ 9,025.00 per month NNN
Months 15 - 26               $ 9,370.00 per month NNN
Months 27 - 38               $ 9,715.00 per month NNN
Months 39 - 50               $ 9,995.00 per month NNN
Months 51 - 62               $10,270.00 per month NNN

In  addition  to Base Rent and  other  charges  payable  under the terms of this
Lease,  Tenant shall pay Landlord the amount of any  transaction  privilege tax,
rent tax,  sales tax,  gross  proceeds  tax, use tax,  occupancy tax or like tax
(excluding  income  taxes)  levied,  assessed or imposed by any federal,  state,
county or municipal governmental  authority, or any subdivision thereof, upon or
measured by any rent or other charge payable under this Lease."

2. Common  Areas,  Section  4.05 (e)  (Tenant's  Share and Payment) of the Lease
shall be amended by adding the following after the last sentence of Section 4.05
(e).

"Common Area costs shall also include,  roof repairs and  maintenance,  exterior
wall repair and any other service,  repair or  replacement  required to keep the
Property  in good order,  condition  and  repair.  Provided  Tenant has made all
payments  for  reserves as provided in Section  4.05(d) of the Lease and has not
caused the need for  replacement  (except  ordinary wear and tear),  the cost of
replacement of the roof (excluding  costs for repairs and  maintenance)  and the
cost of replacement of the parking lot and driveways (excluding costs for slurry
coating and repairs and maintenance)."

3. Existing Conditions, Section 6.01 of the Lease shall be amended by adding the
following after the last sentence of Section 6.01:

"Tenant accepts the Property in "As Is" condition except that Landlord  warrants
that all existing HVAC:  equipment,  electrical and plumbing  systems will be in
good  working   condition  as  of  the  Commencement  Date  of  the  Lease.  Any
modification  to the existing  HVAC,  electrical  or plumbing  systems by Tenant
shall void this Landlord's warranty as to the systems so affected."

4. Insurance policies, Section 4.04 (a) (Liability Insurance) of the Lease shall
be amended by adding the following after the last sentence of Section 4.04 (a):

"The Landlord  reserves the right to limit the  deductible  amount,  if any, for
bodily/personal  injury and/or property damage liability to an amount no greater
than $5,000 per occurrence.  The Tenant is fully  responsible for payment of any
deductible regardless of its amount. On all insurance required of Tenant, Tenant
shall also have Landlord's management company named as an Additional Insured."

5. Rules and Regulations;

a)   Parking or storage of vehicles  overnight is  prohibited,  except  delivery
     vehicles in Tenant truck wells.


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b)   Absolutely  no parking at any time in any areas  designated as "No Parking"
     or  "Fire  Lane"  or in any  truck  dock or ramp  position  not part of the
     Property.
c)   Absolutely  no  parking  of  trailers,  boats  or  any  other  vehicles  or
     equipment.
d)   Absolutely no  maintenance  is to be performed on any trucks,  automobiles,
     trailers or other equipment other than tire changes or safety checks.
e)   Unusual  expenses created by the washing of vehicles will result in special
     assessment to Tenant for water and/or physical repair of the Property.
f)   Absolutely  no outside  storage is  allowed,  including  but not limited to
     pallets, equipment, work in progress, or raw materials.
g)   Tenant  shall not do or permit  anything  to be done which is a nuisance or
     interfers with any other tenant in the project.

6. Mechanic's Lien:

Should any  mechanics  or other lien be filed  against the  Property or any part
thereof by reason of Tenant's  acts or omissions  or because of a claim  against
Tenant,  Tenant shall cause the same to be canceled and  discharged of record by
bond or otherwise with ten (10) days of Tenant's receipt of notice by Landlord.

7.      Tenant Improvements by Tenant:

The property is being leased in "As Is" condition except,  Landlord will provide
a tenant  improvement  allowance of up to $27,750.00 to Tenant for the following
improvements:

        a) Installation of flooring.
        b) Minor remodeling.
        c) Electrical distribution.

All proposed improvements shall be subject to the review and written approval by
Landlord prior to construction and completed pursuant to the terms of the Lease.
Landlord will reimburse Tenant for the actual cost of the above  improvements up
to the maximum  $27,750.00.  Any costs in excess of $27,750.00 shall be the sole
responsibility of Tenant. Prior to reimbursement,  Tenant shall provide Landlord
with copies of all "as-built' plans, paid invoices and original signed labor and
materials  releases  for any  contractors  and vendors who supply or furnish any
labor or materials to the Property.

8.  Landlord's  Consent,  Section 9.05, of the Lease is hereby amended by adding
the following to the end of Section 9.05:

"Notwithstanding  the  foregoing,  Landlord  shall be  entitled  to One  Hundred
Percent  (100%) of all monies due under any  sublease for the  Property,  or any
portion  thereof,  through and including  November 30, 1999. At the Commencement
Date of the Lease Tenant will be  subleasing a portion of the Property  pursuant
to a sublease  agreement  which shall be approved  by Landlord  and  assigned by
Tenant to  Landlord.  Tenant  shall not make any  modifications,  extensions  or
terminate  the  sublease   agreement  without  the  prior  written  approval  of
Landlord."

9. Surrender of Premises:

At the expiration of this Lease, Tenant shall surrender the Premises in the same
condition as they were in upon delivery of possession  thereto under this Lease,
reasonable  wear and tear  excepted,  and shall  deliver  all keys to  Landlord.
Before  surrendering  the  Premises,  Tenant  shall  remove all of its  Personal
Property and trade  fixtures and such  alterations  or additions to the Premises
made by Tenant as may be  specified  for  removal  thereof.  If Tenant  fails to
remove its personal property and fixtures upon the expiration of this Lease, the
same shall be deemed abandoned and shall become the property of the Landlord.

10. Financial Strength,

Tenant and its officers covenant and warrant that as of the Commencement Date of
the  Lease,  Tenant  has the  financial  strength  and assets to meet all of its
obligations under the terms and conditions of the Lease. Tenant and its


<PAGE>



officers also covenant and warrant, at the time of Lease signature, that neither
Tenant or any Tenant affiliate are: 1) in default under any terms and conditions
of any other lease for real property, 2) In default for any monetary obligation,
3) In foreclosure on any real property, or 4) in bankruptcy codes.

11. Binding Force:

Submission of this Rider No. 1 is not an offer to lease or amend the Lease. This
Rider No. 1 shall become  binding upon  Landlord and Tenant only when this Rider
No. 1 is fully  executed and delivered by Landlord.  In the event  Landlord does
not execute and deliver this Rider No. 1, then

12. Ratification of Lease;

The terms of the Lease are amended to reflect the  changes set forth  above.  In
all other respects the terms of the Lease shall be in full force and effect.  In
the event of any conflict  between this Rider No. 1 and the Lease,  the terms of
this Rider No. 1 shall be deemed controlling.

13. Capitalized Terms:

Except as otherwise expressly provided herein, the capitalized terms and phrases
in this Rider No. 1 shall have the same  meanings as are given such terms in the
Lease.

14. Authority:

If Tenant is a  corporation,  trust or  general  or  limited  partnership,  each
individual  executing  this Rider No. 1 on behalf of such entity  represents and
warrants that he or she is duly authorized to execute and deliver this Rider No.
1 on behalf of said entity.

LANDLORD:                                                 TENANT:
EJM Development Co., a California Limited       OneSource Technologies Inc., a
Partnership                                     Delaware corporation

By: /s/   Eugene Montkarsh                       By: /s/ Jerry Washburn
-------------------------------------           -------------------------------
Its: General Partner                            Its: President

                                                By: /s/ Donald Gause
Date:   9/28/99                                 -------------------------------
                                                Its: Secretary
                                                Date: 24 September, 1999




<PAGE>



                           Exhibit "A" (not to scale)



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