Kierland South Office Park L.C.


                                     And


                             Randall Martin Sage

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                              TABLE OF CONTENTS

1. PREMISES...............................................................  2

2. TERM
   2.1. Initial Term......................................................  2
   2.2. Term of Commencement Date.........................................  2
   2.3. Holding Over......................................................  2

3. RENTAL
   3.1. Base Rental.......................................................  3
   3.2. Payment ..........................................................  3
   3.3. Rental Taxes......................................................  3

4. OPERATING COSTS
   4.1. Lessee's Pro Rata Share...........................................  4
   4.2. Definition of Operating Costs.....................................  4

5. SECURITY DEPOSIT.......................................................  5

6. REAL ESTATE BROKERAGE
   6.1. Real Estate Brokerage.............................................  5

7. USE OF PREMISES
   7.1. Permitted Uses....................................................  5
   7.2. Insurance Requirements............................................  6
   7.3. Waste, Nuisance, Etc..............................................  6
   7.4. Compliance with Laws..............................................  6
   7.5. Trash.............................................................  6
   7.6. Sidewalks, Signs, Exterior, Etc...................................  7
   7.7. Rules and Regulations.............................................  7

8. CONDITION OF PREMISES
   8.1. Lessee's Acknowledgment...........................................  7
   8.2. Tenant Improvements...............................................  7

9. BUILDING SERVICES
   9.1. Services..........................................................  8
   9.2. Prohibitions......................................................  8

10.MAINTENANCE AND REPAIR
   10.1. Lessor's Obligations.............................................  8
   10.2. Lessee's Maintenance Obligations.................................  9

11. ALTERATIONS TO PREMISES...............................................  9


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12. LIENS................................................................  10

13. LESSOR'S ENTRY.......................................................  10

14. LESSEE'S INDEMNITY ..................................................  10

15. INSURANCE
    15.1. Required Insurance.............................................  11
    15.2. Notice of Insurance ...........................................  11
    15.3. Waiver of Subrogation: Release.................................  12

16. DAMAGE OR DESTRUCTION
    16.1. Termination ...................................................  12
    16.2. Repair.........................................................  12
   16.3. Abatement of Rent..............................................  12
    16.4. Waiver of Arizona Revised Statutes.............................  13

17. CONDEMNATION
    17.1. Termination ...................................................  13
    17.2. Abatement of Rent..............................................  13
    17.3. Restoration....................................................  13
    17.4. Award .........................................................  13
    17.5. Date of Condemnation...........................................  13

18. QUIET ENJOYMENT......................................................  13

19. ESTOPPEL CERTIFICATE.................................................  14

20. LESSOR LIABILITY
    20.1. Default by Lessor .............................................  14
    20.2. Sale of Lessor's Interest......................................  14
    20.3. No Liability for Loss, Theft, Etc..............................  15
    20.4. Liability of Lessor............................................  15

21. ASSIGNMENT AND SUBLETTING
    21.1. Lessor's Consent Required......................................  15
    21.2. No Release of Lessee...........................................  15
    21.3. Attorney's Fees................................................  15
    21.4. Corporations, Associations and Partnerships....................  16
    21.5. No Merger......................................................  16
    21.6. Environmental Covenants........................................  16
    21.7. ADA Covenants..................................................  16

22. COMMON AREAS; RESERVED PARKING.......................................  17

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23. ABANDONMENT OF PREMISES..............................................  17

24. REMOVAL OF LESSEE'S PROPERTY.........................................  17

25. SUBORDINATION .......................................................  17

26. SURRENDER............................................................  18

27. FINANCIAL STATEMENTS.................................................  18

28. TAXES ON LESSEE'S PROPERTY...........................................  18

29. FORCE  MAJEURE.......................................................  19

30. RIGHTS RESERVED BY LESSOR............................................  19

31. NOTICES..............................................................  19

32. DEFAULTS; REMEDIES
    32.1. Defaults.......................................................  19
    32.2. Remedies.......................................................  20
    32.3. No Acceptance of Surrender.....................................  22
    32.4. Late Charges...................................................  22
    32.5. Interest on Past-Due Obligations...............................  22
    32.6. No Accord and Satisfaction.....................................  23
    32.7. Attorney's Fees ...............................................  23

33. SUBSTITUTION OF PREMISES.............................................  23

34. GENERAL
    34.1. Captions.......................................................  23
    34.2. Time is of the Essence.........................................  23
    34.3. No Third Party Rights..........................................  23
    34.4. No Partnership.................................................  24
    34.5. Entire Agreement...............................................  24
    34.6. Joint and Several Obligations..................................  24
    34.7. Authority to Execute...........................................  24
    34.8. Arizona Law....................................................  24
    34.9. Partial Invalidity.............................................  24
    34.10. Incorporation of Exhibits.....................................  24
    34.11. Binding on Successors and Assigns.............................  24
    34.12 Lessor's Liability.............................................  24
    34.13. Not Binding Until Signed......................................  25
    34.14. Impartial Interpretation......................................  25
    34.15. Plurals ......................................................  25
    34.16. Memorandum of Lease...........................................  25

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EXHIBIT "A-1 " Space Plan................................................  26

EXHIBIT "A-2" Site Plan..................................................  27

EXHIBIT "A-3" Legal Description..........................................  28

EXHIBIT "B" Project Rules & Regulations..................................  29

EXHIBIT "C" Construction Improvements to be provided by Lessor...........  33

EXHIBIT "D" Not Applicable...............................................  34

EXHIBIT "E" Tenant Improvement Building Standard Work Letter.............  35

EXHIBIT "F" Reserved Covered Parking.....................................  37

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holding over. Lessor's right to collect such rental shall be in addition to
and shall not preclude concurrent, alternative or successive exercise of any
other rights or remedies available to Lessor.

3. RENTAL

      3.1 Base Rental. Lessee shall pay to Lessor, for the use and occupancy
of the Premises, "Base Rental" per Table A below and as follows: (a) [STRUCK
OUT] and (b) in advance on the first day of the second month of the lease
term, and on the first day of each and every calendar month thereafter in
advance. If the term of this Lease commences or terminates on other than the
first day of a calendar month, then the Base Rental for said partial month
shall be prorated on a per them basis.

      3.2  Payment. Base Rental and all other sums payable pursuant hereto
shall be paid without deduction, offset, prior notice or demand to Lessor at
the address set forth in Article 31 below, or at such other place or to such
other person as Lessor may from time to time designate by notice hereunder.
Payment shall be made in lawful money of the United States of America. Lessor
shall have the right to require Lessee to pay all past due obligations,
including late charges and interest, in cash or certified funds.

      3.3 Rental Taxes. Together with and in addition to any payment of rental
or any other sums payable to or for the benefit of Lessor pursuant to this
Lease, Lessee shall pay to Lessor any excise, sales or transaction privilege
tax levied by any governmental authority upon Lessor (except Lessor's income
tax) as a result and to the extent of such payments hereunder, or as a result
of Lessee's use or occupancy of the Premises.

Table A
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Month 01 through Month 12 (1 through 12):

     $    23.50 Per Square Foot
     $ 6,719.05 Monthly Rental, plus applicable taxes
     $80,628.50 Annual Rental

Month 13 through Month 24 (13 through 24 ):

     $    24.00 Per Square Foot
     $ 6,862.00 Monthly Rental, plus applicable taxes
     $82,344.00 Annual Rental

Month 25 through Month 36 (25 through 36):

     $    24.50 Per Square Foot
     $ 7,004.96 Monthly Rental, plus applicable taxes
     $84,059.50 Annual Rental

Month 37 through Month 48 (37 through 48):

     $    25.00 Per Square Foot
     $ 7,147.92 Monthly Rental, plus applicable taxes
     $85,775.00 Annual Rental


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4. OPERATING COSTS

      4.1 Lessee's Pro Rata Share. In addition to the Base Rental and all
other sums payable pursuant hereto, Lessee shall pay to Lessor during the
entire term of this Lease, as "Additional Rental" hereunder, Lessee's Pro Rata
Share of that amount by which the Operating Costs (as defined below) for each
calendar year during the term hereof exceeds the base year (calendar year
1999) actual expenses, or $ 359,190.00 ($6.50 times the number of rentable
square feet in the Project) whichever is greater ("Pro Rata Share").  Lessee's
Pro Rata Share is 6.2% percent the ratio that the rentable area of the
Premises currently bears to the rentable area of the Project). The calendar
year in which the term of this Lease commences is referred to herein as the
"Base Year" and each calendar year thereafter is referred to herein as a
"Lease Year". As soon as reasonably possible after the expiration of the Base
Year or any Lease Year, Lessor shall furnish Lessee with a statement setting
forth in reasonable detail the Operating Costs for the Base Year or the Lease
Year, as the case may be, determined on an accrual basis, as of the 31st day
of December of each such calendar year, and Lessee's Pro Rata Share of any
excess of said costs over the sum of $359,190.00. Within fifteen (15) days of
the receipt of such statement for the Base year, Lessee shall pay in full
Lessee's Pro Rata Share of said excess, and said amount shall be used as an
estimate for the then current lease Year and shall be divided into twelve (12)
equal monthly installments, and Lessee shall pay to Lessor, concurrently with
the monthly Base Rental next due after the receipt of such statement from
Lessor, an amount equal to one such monthly installment times the number of
months from the first month in the Lease year through the month of such
payment. Subsequent monthly installments shall be paid on the first of each
month, together with the Base Rental, for the remainder of the Lease year. If
the amount of excess costs paid by Lessee on a monthly basis for any Lease
Year as provided for above is greater than Lessee's Pro Rata Share of the
actual excess as set forth in the statement delivered by Lessor to Lessee for
said Lease year, then Lessor shall credit the additional amount paid by Lessee
toward the next installment of Base Rental and Pro Rata Share. If the amount
paid by Lessee is less than Lessee's Pro Rata Share of the excess, then Lessee
shall pay the additional amount owing to Lessor on or before fifteen (15) days
after receipt by Lessee of said statement, and the monthly amount to be paid
by Lessee for the then current Lease Year shall be increased accordingly. If
the term of this Lease commences or terminates on other than the first or last
day of a calendar year, Lessee's Pro Rata Share of excess Operating Costs for
the Base Year in which this Lease commences and the Lease Year in which this
Lease terminates shall be prorated on a per them basis. If Lessor's statement
for said final Lease Year discloses that Lessee has underpaid or overpaid
Lessee's Pro Rata Share, then Lessor or Lessee, as the case may be, shall
remit the difference to the other party on or before fifteen (15) days after
Lessee's receipt of said statement.

      4.2 Definition of Operating Costs. The term "Operating Costs" for the
purposes hereof means all costs, expenses, and fees incurred by Lessor in
owning, managing, maintaining, repairing and operating the Project (whether or
not now customary or in the contemplation of the parties), including, but not
limited to, the following: (a) real property taxes and assessments and any
other taxes imposed or levied by any governmental entity upon the Project;
personal property taxes on equipment, fixtures and other property of Lessor
located on the Project and used in connection with the operation thereof, and
costs, expenses and fees (including, but not limited to, attorney fees)
incurred by Lessor in contesting any of said taxes; (b) property management
and building superintendent fees; the cost of security personnel and services
of independent contractors; and wages, charges, taxes, fringe benefits or
other labor costs; (c) equipment, supplies and materials (new or replacement)
used on the Project; the cost of water, sewer service, gas, electricity and
other utilities and services for the Project (except telephone service for the
Lessees, which shall be the obligation of each Lessee, and any utilities for
which a separate meter has been installed for the Premises and


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which are paid by Lessee pursuant to the terms of this Lease or paid by other
tenants pursuant to the terms of their leases); the cost of refuse, garbage
and trash removal, collection and disposal and the cost of pest control; (d)
the cost of janitorial service for the Project; the cost of upkeep and
maintenance of the Building, including the roof and structural elements
thereof and any elevators, plumbing, electrical, heating and air conditioning
systems; the cost of upkeep and maintenance of any parking areas (including
any covered parking canopies), sidewalks, hallways, stairways, toilets and
other common facilities; the cost of landscaping and landscape maintenance;
the cost of cleaning and other care of the Project and the Improvements
comprising the same; (e) the cost of fire and extended coverage insurance,
comprehensive public liability insurance and other insurance in such amounts
as Lessor may determine; and (f) expenditures for improvements normally
designated as capital improvements which result in operational or maintenance
economies or which are imposed or required by or result in operational or
maintenance economies or which are imposed or required by or result from
statutes or regulations, or interpretations thereof, promulgated by any
governmental authority; provided, however, the cost of any such capital
improvements shall be amortized in accordance with generally accepted
accounting principals and only the portion of such amortization applicable to
any calendar year shall be included as an expense for that calendar year.

5.  SECURITY DEPOSIT

    Lessee shall deposit with Lessor the sum of $7,148 as the "Security
Deposit" as security for the full performance by Lessee of its obligations
hereunder. If Lessee defaults under any provision hereof, Lessor shall be
entitled, at its option, to apply or retain all or any part of the Security
Deposit for the payment of any Base Rent, Lessee's Pro Rata Share, other sum
owing by Lessee to Lessor, or any amount which Lessor may become obligated to
spend because of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer because of Lessee's default. If any portion of
the Security Deposit is so used or applied, Lessee shall, within five (5) days
after written demand therefor, deposit cash with Lessor in an amount
sufficient to restore the Security Deposit to its original amount. Lessor
shall not be required to keep the Security Deposit separate from its general
funds and Lessee shall not be entitled to interest on the Security Deposit. If
Lessee fully performs every provision of this Lease to be performed by it, the
Security Deposit or any balance thereof shall be returned to Lessee at the
expiration of the term of this Lease or any period of holding over. Lessor's
rights with respect to the Security Deposit shall be in addition to and shall
not preclude concurrent, alternative or successive exercises of any other
rights or remedies available to Lessor.

6.  REAL ESTATE BROKERAGE

    6.1 Real Estate Brokerage. Lessee represents that it has not had dealings
with any real estate broker, finder, or other person with respect to this
Lease other than the Broker or Brokers named below. Each party shall hold
harmless the other party from all damages resulting from any claims that may
be asserted against the other party by any broker, finder, or other person,
with whom the other party has or purportedly has dealt. Lessor shall pay all
commissions and fees that are payable with respect to this Lease to the Broker
or Brokers named below in accordance with the separate agreement between
Lessor and said Broker(s).

7.  USE OF PREMISES

    7.1  Permitted Uses. Lessee shall not use or permit the use of the
Premises for any purpose except general administrative office functions and
all related uses. Notwithstanding the foregoing, Lessee shall not use the
Premises for any use or activity prohibited by the restrictions of record
against


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the Project or applicable zoning restrictions for the Premises. The following
documents, which are available for review in the management office, contain
certain restrictions on use or give notice of adjacent uses that may impact
and restrict Lessee's use and occupancy of the Premises:

         (i) Master Declaration of Covenants, Conditions, Restrictions and
Development Standards (applicable to commercial property in Kierland) recorded
at Fee No. 96-0570473 records of Maricopa County, Arizona;

         (ii) Kierland Commerce South Parcel Declaration recorded at Fee No.
97-0095909 records of Maricopa County, Arizona;

         (iii) Restrictions, conditions, covenants, liabilities, obligations,
reservations and easements recorded in Document No. 96-570473 records of
Maricopa County, Arizona, and as shown on the recorded plat of said
subdivision;

         (iv) Notice to Prospective Purchases of Proximity to the Scottsdale
Airport recorded in Document No. 93-051393 7 records of Maricopa County,
Arizona.

    7.2  Insurance Requirements. Lessee shall not engage in or permit any
activity which will cause the cancellation or increase the existing premium
rate of fire, liability, or other insurance on or relating to the Premises,
the building wherein the Premises are located or the Project. In the event
Lessee engages in or permits any activity that causes an increase in the
existing premium rate of any such insurance, in addition to any other remedies
available to Lessor under the terms of this Lease, Lessor shall have the right
to demand and receive from Lessee an amount equal to the increase in the
existing premium rate. Lessee shall not sell or permit to remain in or about
the Premises any article that may be prohibited by standard form all risk,
fire, and extended coverage insurance policies. Lessee shall comply with all
requirements pertaining to the use of the Premises necessary for maintenance
of such fire and public liability insurance as Lessor may from time to time
obtain for the Premises, the building wherein the Premises are located, or the
Project.

    7.3  Waste, Nuisance, Etc. Lessee shall not commit or permit any waste on
the Premises or in any manner deface or injure the Premises, the building
wherein the Premises are located, or the Project, and shall not use the
Premises for the production or distribution of pornographic materials or other
purposes which Lessor, in its sole discretion, deems offensive or immoral, or
commit or permit on the Premises or any part of the Project any offensive,
noisy or dangerous activity or other nuisance or other activity or thing which
may disturb the quiet enjoyment or peaceable possession of any other tenant in
the Project. Lessee shall not overload the floor of the Premises beyond the
limit established by Lessor. Lessee shall not employ any sound emitting device
in or about the Premises that is audible outside the Premises, except fire and
burglar alarms.

    7.4  Compliance with Laws. Lessee shall comply, at its expense, with all
laws, ordinances, rules and regulations of any public authority at any time
now or hereafter applicable to the Premises, or any activity therein or use
thereof, and shall, at its expense, construct and install any improvements
which may be required from time to time by applicable laws, ordinances, or
Rules and Regulations, adopted by Lessor as to Lessee's use of the Premises.
Lessee shall not permit anything to be done in or about the Premises which
will in any way conflict with any law, statute, ordinance or governmental rule
or regulation currently in force or which hereafter may be enacted or
promulgated.

     7.5 Trash. Lessee shall place all refuse or trash in receptacles provided
by Lessor. If Lessee, creates an unusual amount of trash in the reasonable
opinion of Lessor and Lessor so

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requests in writing, Lessee shall provide, at its own cost, for its own trash
disposal and pickup at such intervals as Lessor may deem reasonably necessary
so that no refuse or trash is visible on the Premises.

    7.6  Sidewalks, Signs, Exterior, Etc. Lessee shall not display or exhibit
any products, goods, wares or merchandise and shall not distribute advertising
materials within the Project. Lessee shall not erect or place on or about the
exterior of the building wherein the Premises are located or the Project, or
on any windows, glass partitions or doors thereof, any signs or other written
information unless approved in writing by Lessor. Lessee shall not install
exterior lighting on or decorate, paint or otherwise alter or improve the
structure or roof of the Building. Lessee shall not install any objects on the
roof of the building. Lessee shall not store products, containers or
merchandise outside of the Premises except for such short periods of time as
may be necessary for loading or unloading service vehicles.

    7.7 Rules and Regulations. Lessee, its employees, agents, contractors,
customers and invitees, shall comply with the Rules and Regulations of the
Project attached to the Lease as Exhibit "B" and made a part hereof by
reference, and with such modifications thereto as Lessor, in its sole
discretion, may hereafter make for the Project; provided, however, that such
Rules and Regulations shall not contradict or abrogate any right or privilege
herein expressly granted to Lessee. Lessee agrees to faithfully observe and
comply with the Rules and Regulations and all modifications thereto from time
to time in effect, and any violation of such Rules and Regulations by Lessee,
its employees, agents, contractors, customers or invitees shall constitute a
breach of this Lease. Lessor shall not be responsible to Lessee for the non-
performance by any other tenant or occupant of the Project of the Rules and
Regulations or any modifications thereof.

8.  CONDITION OF PREMISES

    8.1  Lessee's Acknowledgement.  Lessee acknowledges, represents and agrees
to the following: (i) Lessee shall be responsible for making its own
inspection and investigation of the Premises, the building wherein the
Premises are located, and the Project, (ii) Lessee shall be responsible for
investigating and establishing the suitability of the Premises for Lessee's
intended use thereof, and all zoning and regulatory matters pertinent thereto,
and (iii) Lessee is leasing the Premises "AS IS" based on its own inspection
and investigation and not in reliance on any statement, representation,
inducement or agreement of Lessor except as expressly set forth herein. By
taking possession of the Premises, Lessee shall be deemed to have accepted the
Premises as being in satisfactory condition and completed in accordance with
any requirements of Lessee set forth herein.

    8.2  Construction and Tenant Improvements. If the Premises have not yet
been completely constructed or if Lessor is obligated to construct
improvements thereto pursuant to Exhibit "C" attached hereto, then Lessor
shall, in the exercise of reasonable diligence, and at its own cost, complete
the construction of improvements thereto in accordance with Exhibit "A-1"
attached, and Lessee shall, at its expense, complete its construction
obligations as set forth in said Exhibit "C". Upon substantial completion of
the improvements defined above, Lessor or Lessor's agent shall accompany
Lessee on a walk-through and complete a punch list of any items agreed to be
in need of additional work. Items contained on a said punch list shall not
delay Lessee's possession of the premises provided Lessor has received the
certificate of occupancy as provided by the city of Phoenix, Arizona. For the
purposes of this lease, possession of the Premises shall be deemed delivered
to Lessee if the Premises and Improvements thereto to be completed by Lessor
pursuant to Exhibit "C" have been substantially completed, as certified by
Lessor's architect, and Lessor has given Lessee written notice of such
completion.


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9.  BUILDING SERVICES

    9.1  Services. Subject to the Rules and Regulations attached to this
Lease, Lessor agrees to furnish to the Premises, during normal business hours
of generally recognized business days (as determined by Lessor in its sole
discretion), janitorial service, elevator service, water and electricity
suitable for the intended use of the Premises, and heat and air conditioning
required in Lessor's reasonable judgement for the comfortable use and
occupation of the Premises. Lessor shall have the right to separately meter
the Premises and to charge Lessee for the cost of all utilities furnished to
the Premises beyond the normal business hours of generally recognized business
days as determined by Lessor. Lessor shall not be liable for, nor shall Lessee
be entitled to, any abatement or reduction of rental or other sums due
hereunder by reason of Lessor's failure to furnish any of the foregoing when
such failure is caused by the acts of Lessee or by any of the following causes
beyond the reasonable control of Lessor, including but not limited to
accidents, breakage, remodeling, improvements, material shortage, shipping and
delivery delays, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character, or by any other cause, similar or dissimilar.
It is expressly understood that Lessor shall not be liable under any
circumstances for loss or damage, however occurring, incurred in connection
with or incidental to the failure to furnish any of the foregoing. Wherever
heat generating machines or equipment are used in the Premises which affect
the temperature otherwise maintained by the air conditioning system, Lessor
reserves the right to install supplementary air conditioning units in the
Premises and the cost thereof, including the cost of installation, operation
and maintenance, shall be paid by Lessee to Lessor upon demand by Lessor.

    9.2 Prohibitions. Lessee will not, without the written consent of Lessor,
(i) use any apparatus or device in the Premises (including, without
limitation, any data processing machines, punch card machines or other
machines using current in excess of 110 volts) which will increase the amount
of electricity, water or other utilities otherwise furnished or supplied for
use of the Premises as general office space; (ii) install any 220 volt outlets
in the Premises, except those to be initially installed, if any, pursuant to
the plans and specifications referred to in Exhibit "C" attached hereto; nor
(iii) connect into the electric current or the water supply except through
existing electrical outlets or existing water taps in the Premises. If Lessee
shall require water, electric current or other utilities in excess of that
which would otherwise be furnished or supplied for use of the Premises as
general office space, Lessee shall first procure the written consent of Lessor
to the use thereof, and Lessor may cause a water meter, electric meter or
other utility measuring device to be installed in the Premises for the purpose
of measuring the amount of water, electric current or other utilities consumed
for any such purpose. The cost of any such meters and the installation,
maintenance and repair thereof shall be paid for by Lessee and Lessee agrees
to pay Lessor promptly upon demand for the cost of all water, electric current
or other utilities consumed as shown by said meters, at the rates charged for
such services by the suppliers thereof. In the event separate meters cannot be
installed, Lessor shall have the right to estimate the additional cost of the
utilities utilized by Lessee and charge the same directly to Lessee, who
agrees to promptly pay the same.

10. MAINTENANCE AND REPAIR

    10.1 Lessor's Obligations. Unless such maintenance or repairs are required
because of any negligent or intentional act or omission of Lessee or its
agents, employees, contractors, customers or invitees, Lessor shall maintain,
subject to Lessor's right to recover the cost thereof under Article 4 above,
in good order and repair the exterior (except any glass doors which are a part
of the Premises), roof and structural elements of the Building, including
existing electrical wiring and plumbing, exterior glass, heating, ventilation
and air conditioning systems, and the parking area and other common areas


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of the Project, reasonable wear and tear excluded. In no event shall Lessee be
entitled to undertake any such maintenance or repairs, whether at the expense
of Lessee or Lessor, and Lessee hereby waives the benefits of any law now or
hereafter in effect which would otherwise provide Lessee with such right.

    10.2 Lessee's Maintenance Obligations. By taking possession of the
Premises, Lessee accepts the premises as being in the condition in which
Lessor is obligated to deliver them, and accepts them as being in good and
sanitary order, condition and repair. Unless such maintenance or repairs are
required because of any negligent or intentional act or omission of Lessor, or
its agents, employees, contractors or invitees, or are specifically designated
as the obligation of Lessor under Article 10.1 above, Lessee shall, at its
expense, maintain in a safe and clean condition and in good order and repair
(whether or not such portion of the Premises requiring repair, or the means of
repairing the same, are reasonably or readily accessible, and whether or not
the need for such repairs occurs as a result of Lessee's use, any prior use,
the elements or the age of such portion of the Premises) the interior of the
Premises, all partitions and other interior improvements, interior ceilings,
all walls and doors, all interior glass, Lessee's signs located in or on the
Premises or about the building (whether interior or exterior), all equipment,
fixtures, whether installed by Lessee or Lessor (excluding heating,
ventilation and air conditioning systems, which will be Lessor's
responsibility, subject to Lessor's right to recover the cost thereof under
Article 4 above), reasonable wear and tear excluded. Lessee shall also perform
promptly, at its expense, all maintenance or repairs to the Premises or the
Project which are required because of any negligent or intentional acts or
omissions of Lessee, its agents, employees, contractors, customers or
invitees.

11. ALTERATIONS TO PREMISES

    Lessee shall not make any alteration, addition or improvement to the
Premises or to any fixture, wiring, plumbing, lighting, heating, air
conditioning or other equipment therein without the prior written consent of
Lessor. Lessor shall be entitled to impose any condition to such consent as it
may deem necessary or desirable (including, without limitation, the posting of
bonds or use of a contractor's and architect's designated or approved by
Lessor). Upon completion, Lessee shall deliver to the Lessor a certificate of
completion by the architect who supervised the construction, which shall state
that all work has been completed in accordance with the approved plans and
specifications, a certificate of occupancy as required by any appropriate
governmental authority, proof of payment for the improvements, and
satisfactory lien waivers. The Lessee shall promptly pay for all work
completed and prior to paying any construction draw shall receive lien waivers
for all work completed through the period covered by the prior payment to the
appropriate contractors or materialmen. The Lessee shall indemnify and hold
Lessor harmless from any claims for lien waivers whatever and shall, if such
lien is claimed, post a bond to remove the effect of such lien from the
Premises and/or Project. Unless Lessor requires the removal thereof upon the
termination of this Lease, all alterations, additions or improvements to the
Premises by Lessee (except movable furniture, equipment and trade fixtures)
shall become a part of the Premises and the property of Lessor immediately
upon installation thereof. Any alteration, addition or improvement which
Lessee is required or permitted to remove hereunder, together with any movable
furniture, equipment and trade fixtures, shall be removed at Lessee's expense
upon the termination of this Lease, and Lessee shall promptly repair any
damage to the Premises caused by such removal. Any alteration, addition or
improvement to which Lessor consents shall be completed in good and
workmanlike manner in accordance with plans, specifications and drawings
approved in writing by Lessor, and in compliance with all applicable laws,
regulations and codes, and Lessee shall timely pay all costs and fees incurred
by Lessee in connection therewith.


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12. LIENS

    Lessee shall keep the Premises, the building in which the Premises are
located and the Project free and clear of any liens arising out of any work
performed, materials furnished or obligations incurred by or on behalf of
Lessee. If any such lien is filed against the Premises, the building in which
the Premises are located or the Project, Lessee shall, within ten (10) days
thereafter, cause the lien to be fully discharged by either paying the
obligation secured thereby or obtaining and recording a payment bond in
accordance with the provisions of Section 33-1004, Arizona Revised Statutes.
Lessee is not authorized to act for on behalf of Lessor as its agent, or
otherwise, for the purpose of constructing any improvements to the Premises,
and neither Lessor nor Lessor's interest in the Premises shall be subject to
any obligations incurred by Lessee. Lessor shall be entitled to post on the
Premises during the course of any construction by Lessee such notices of non-
responsibility as Lessor deems appropriate for the protection of Lessor and
its interest in the premises. Lessee shall, before the commencement of any
work which might result in any such liens, give to Lessor written notice of
its intention to do so in sufficient time to permit the posting of such
notices. If Lessee fails to fully discharge any such lien within a 10-day
period, Lessor may (but shall not be so obligated) pay the claim secured by
such lien, and the amount so paid, together with any costs and reasonable
attorneys' fees incurred in connection therewith, shall be immediately due and
owing from Lessee to Lessor, and Lessee shall pay the same to Lessor with,
interest at the rate provided in Article 32.5 from the dates of Lessor's
payments. Should any claims of lien be filed against the Premises or any
action affecting the title to such property be commenced, the party receiving
notice of such lien or action shall forthwith give the other party written
notice thereof.

13. LESSOR'S ENTRY

    In addition to any other right of entry provided for in this Lease, Lessor
shall be entitled to enter the Premises at any reasonable time for the purpose
of conducting any inspections thereof, making repairs, additions, or
alterations thereto or to the Building, showing the Premises to any
prospective purchaser, Lessee, lender, mortgagee or insurer, posting "For
Rent" signs or non-responsibility notices, and taking necessary action in the
event of any emergency. In connection with such entry, Lessor shall be
entitled to erect such scaffolding and other necessary structures or equipment
as reasonably required by the character of the work to be performed, provided
that Lessor shall not unreasonably interfere with the conduct of Lessee's
business. No entry by Lessor hereunder shall entitle Lessee to terminate this
Lease or to receive a reduction or abatement of rental or other amounts owed
by Lessee hereunder nor to any claims for damages. Lessor shall be entitled to
use in good faith any means to gain entry to the Premises in the event of any
emergency and shall not be liable for any damages resulting therefrom.

14. LESSEE'S INDEMNITY

    Lessee shall indemnify and hold Lessor harmless from and against any and
all claims arising from Lessee's use of the Premises, or from the conduct of
Lessee's business thereon or from any activity, work or things done, permitted
or suffered by Lessee in or about the Premises, and shall further indemnify
and hold harmless Lessor from and against any and all claims arising from any
breach or default in the performance of any obligation on Lessee's part to be
performed under the terms of this Lease, or arising from any negligence or
misconduct of Lessee, or any of Lessee's agents, contractors, employees,
customers or invitees, and from and against all costs, attorneys' fees,
expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against Lessor by reason of any such claim, Lessee, upon notice from
Lessor, shall defend the same at Lessee's expense through counsel

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satisfactory to Lessor. Lessee, as a material part of the consideration to
Lessor, hereby assumes all risk of damage to property or injury to persons in,
upon, or about the Premises, from any cause, and Lessee hereby waives all
claims in respect thereof against Lessor.

15  INSURANCE

    15.1 Required Insurance. Lessee, at its sole cost and expense, shall
procure and maintain during the term hereof:

         (a) A comprehensive general liability insurance policy against claims
    for bodily injury, death or property damage, occurring in, on or
    about the Premises, the elevators, the adjoining sidewalks and
    passageways, or other common areas located within the Project, or
    resulting from Lessee's use, occupancy or maintenance thereof, which
    policy shall name Lessor as an additional insured. Such insurance
    shall be primary with respect to Lessor and shall be in the amount of
    at least One Million Dollars ($1,000,000) combined single limit (or
    in such higher amounts as Lessor may designate from time to time).
    Any comprehensive general liability insurance carried by Lessor shall
    apply in excess of the primary coverage required herein to be carried
    by Lessee. The comprehensive general liability insurance policy
    maintained by Lessee shall be endorsed to indicate that such policy
    will cover Lessee's obligations under Article 14 to the coverage
    limit of such policy.

         (b) Insurance against damage and destruction to Lessee's personal
    property and all fixtures, equipment, improvements, additions and
    other alterations to the Premises which Lessee is entitled or
    obligated to remove pursuant to this Lease in the amount of full
    replacement value. In the event such items are damaged or destroyed,
    Lessee hereby agrees to diligently and fully repair and restore said
    items. Lessee hereby waives as against Lessor any and all claims or
    demands whatsoever pertaining to damage, loss or injury to said items
    which shall be caused by or result from fire or other perils, events
    or occurrences which are or could have been covered by fire and
    extended coverage insurance.

         (c) Such other insurance and in such amounts as may from time to time
    be reasonably required by Lessor against other insurable hazards
    which at the time are customarily insured against in the case of
    premises similarly situated in Maricopa County, Arizona, with due
    consideration for the height and type of building, its construction,
    use and occupancy.

    15.2 Notice of Insurance. All insurance provided for in this Article shall
be effected under valid and enforceable policies issued by insurance companies
authorized to do business in the State of Arizona, and approved by Lessor. The
policies of insurance shall be endorsed to indicate that Lessee's coverage
shall not be invalid due to any act or omission on the part of Lessor. The
insurance companies issuing such insurance shall agree to notify Lessor in
writing of any cancellation, alteration or non-renewal of said insurance at
least ten (10) days prior thereto. Lessee shall deliver to Lessor within
thirty (30) days after execution of this Lease certificates evidencing the
insurance coverage required herein and confirming that the premiums therefor
have been paid in full. Said certificates shall also include a footnote
referring to this Lease and certifying that the policy or policies issued to
Lessee comply with all of the provisions of this Article 15. If Lessee fails
to obtain the insurance required herein and deliver said certificates thereof
to Lessor as provided for above, Lessor shall be entitled,

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<PAGE>

but without obligation, to obtain said policies at Lessee's expense. At
Lessor's request, the original policies of insurance shall be delivered to
Lessor.

     15.3 Waiver of Subrogation: Release. Notwithstanding any other provisions
in this Lease, Lessee and Lessor each hereby waive any and all rights of
recovery against the other, or against the officers, employees, agents and
representatives of the other, for loss of, or damage to, the waiving party,
its property or the property of others under its control to the extent that
such loss or damage is insured against under any insurance policy in force at
the time of such loss or damage. Lessee shall, upon obtaining the policies of
insurance required hereunder, give notice to the insurance carrier or carriers
that the foregoing waiver of subrogation is contained in this Lease and shall
obtain, at Lessee's expense, an appropriate waiver of subrogation endorsement
from the insurer. If the Premises, the Building, the Project or Lessee's
personal property are damaged or destroyed by fire or any other cause against
which Lessee is required to maintain insurance pursuant to this Lease, Lessor
shall not be liable to Lessee for any such damage or destruction.

16. DAMAGE OR DESTRUCTION

    16.1 Termination. If all or any portion of the Premises are damaged or
destroyed by any cause which is insured by Lessor (an "Insured Casualty") or
which is not insured by Lessor (an "Uninsured Casualty"), and if it would take
more than one hundred eighty (180) days from the date of such casualty to
repair such damage or destruction as determined by Lessor within fifteen (15)
days thereafter, then either party hereto shall be entitled to terminate this
Lease by written notice to the other given on or before twenty (20) days after
the occurrence of such casualty. If (i) five percent (5%) or more of the
replacement cost of the Premises is damaged or destroyed by an Uninsured
Casualty, or (ii) five percent (5%) or more of the replacement cost of the
Premises is damaged or destroyed during the last eighteen (18) months of the
term hereof by any cause whatsoever, or (iii) twenty-five percent (25%) or
more of the replacement cost of the Building or the Project is damaged or
destroyed by any cause whatsoever (whether or not the Premises are damaged or
destroyed), then Lessor shall be entitled to terminate this Lease by written
notice to Lessee given on or before twenty (20) days after the occurrence of
such casualty. Notwithstanding the foregoing, Lessee shall not be entitled to
terminate this Lease if the damage or destruction was caused by any negligent
or intentional act or omission of Lessee or its agents, employees,
contractors, customers or invitees. The effective date of termination for the
purposes hereof shall be ten (10) days after receipt by the non-terminating
party of the notice of termination from the other party.

    16.2 Repair.  If this Lease is not terminated as provided above, then
Lessor shall in the exercise of reasonable diligence and at its own expense
repair any damage or destruction to the Premises utilizing the use of
insurance proceeds made available to Lessor, Lessor shall not be obligated to
commence such repair until it has received all of the insurance proceeds
therefor. Lessor shall not be obligated to repair or restore any damage or
destruction caused by any act or neglect of Lessee or its employees, agents,
contractors, customers or invitees until paid in advance by Lessee.

    16.3 Abatement of Rent. During the period commencing with the date of any
damage or destruction that Lessor is required or elects hereunder to repair,
reconstruct or restore, and ending with the substantial completion of such
repairs, reconstruction or restoration, Base Rental shall be proportionately
abated in an amount equal to the proportion which the number of square feet of
floor area in the Premises rendered untenable bears to the total square feet
of floor area in the Premises immediately prior to such damage and
destruction. Notwithstanding the foregoing, the Base Rental abatement shall
not, in all events, exceed the sum of one year's payment of Base Rental.
Except for the possible abatement in Base Rental, Lessee shall not be entitled
to any compensation, reduction,

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<PAGE>

or reimbursement from Lessor as to such matters. Further, Base Rental shall
not abate if such damage or destruction was caused by the negligent or
intentional act or omission of Lessee, its agents, employees, customers,
contractors or invitees. Except as expressly set forth herein, Lessee shall
not be entitled to terminate this Lease or to a reduction or abatement of
rental or other sums payable hereunder in the event of any damage or
destruction from any cause whatsoever.

     16.4 Waiver of Arizona Revised Statutes Section 33-343. With respect to
any damage which Lessor is obligated or elects to repair, Lessee hereby waives
the provisions of Arizona Revised Statutes Section 33-343.

17. CONDEMNATION

    17.1 Termination. If the Premises or any portion thereof are taken under
power of eminent domain or conveyed by Lessor under the threat thereof (a
"Condemnation"), this Lease shall automatically terminate as to the part so
taken or conveyed as of the date of Condemnation. If more than twenty percent
(20%) of the floor area of the Premises is taken by Condemnation, then either
party hereto shall be entitled to terminate this Lease as of the date of
Condemnation or conveyance under threat thereof by written notice to the other
party given on or before twenty (20) days after said date. If more than
twenty-five percent (25%) of the floor area of the Building and/or more than
twenty-five percent (25%) of the land area of the entire Project is taken by
Condemnation, then Lessor shall be entitled to terminate this Lease as of the
date of Condemnation by written notice to Lessee on or before twenty (20) days
after said date.

    17.2 Abatement of Rent. In the event of Condemnation of only a portion of
the Premises, rental shall be reduced in proportion to the amount of space
which was taken.

    17.3 Restoration. If only a part of the Premises are condemned and this
Lease is not terminated pursuant hereto, then Lessor shall, in the exercise of
reasonable diligence and at its own cost, restore the Premises to its previous
condition as nearly as is reasonable under the circumstances. In no event,
however, shall Lessor be obligated to commence such restoration until it has
received the entire Condemnation award for the Premises and in no event shall
Lessor be obligated to incur expenses in making such restoration in an amount
greater than such award, less costs, expenses, and fees (including attorneys'
fees) incurred by Lessor in collecting said award.

    17.4 Award. Lessor shall be entitled to the entire Condemnation award for
any partial or entire taking of the Premises or other portion of the Project,
including any award for the leasehold estate created hereby, and Lessee hereby
waives any claim thereto; provided, however, Lessee shall be entitled to
recover from the taking authority (and not from Lessor) such compensation as
may be separately awarded to Lessee, in Lessee's own name, for any damages to
Lessee's business and any costs or losses incurred by Lessee in removing
Lessee's property.

    17.5 Date of Condemnation. The date of Condemnation, for the purposes
hereof, is the earlier of the date (i) possession of the Premises or the
subject portion thereof is delivered to the taking authority, or (ii) title to
the Premises or the subject portion thereof is vested in the taking authority.

18. QUIET ENJOYMENT

    Upon Lessee's timely paying the rental and other sums payable hereunder
and performing all of the other provisions hereof, Lessor shall take no action
to disturb Lessee's peaceable and quiet possession of the Premises during the
term hereof. This covenant shall not extend to, and Lessor

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<PAGE>

shall not be liable for, any disturbance, act or condition caused by any other
tenant in the Project or anyone not otherwise claiming by or through Lessor,
nor to any disturbance, act or condition permitted to be taken by or on behalf
of Lessor under this Lease.

19. ESTOPPEL CERTIFICATE

    Upon receipt of a written request therefor from Lessor, Lessee shall, from
time to time, and within ten (10) days after receipt of such request, execute,
acknowledge and deliver to Lessor a statement in writing, (i) certifying a
true and complete copy of this Lease, with all amendments, if any; (ii)
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the dates to which the
rental and other charges are paid in advance, if any, (iii) acknowledging that
there are no uncured defaults on the part of Lessor, or specifying such
defaults if any are claimed, and (iv) certifying or acknowledging such other
matters that Lessor may reasonably request-for certification or
acknowledgement. Any such statements may be relied upon by any prospective
purchaser or encumbrancer of all or any portion of the Premises, the building
in which the Premises are located, or the Project. Lessee's failure to deliver
such statement within such time shall be conclusive against Lessee that (i)
this Lease is in full force and effect, without modification except as may be
represented by Lessor, (ii) there are no uncured defaults in Lessor's
performance, and (iii) not more than one month's rent has been paid in
advance. Lessee's failure to deliver such statement within such time shall
constitute a material breach of this Lease.

20. LESSOR LIABILITY

    20.1 Default by Lessor. Lessor shall not be considered in default or
breach of this Lease for the non-performance of any obligation imposed herein
unless Lessee provides Lessor with written notice of said non-performance and:

         (a) If said non-performance relates solely to the non-payment of
     money, Lessor fails to perform within thirty (30) days after receipt of
     said written notice.

         (b) If said non-performance does not relate solely to the non-payment
     of money, if Lessor fails to commence performance within said 30-day
     period and diligently continue such performance until the obligation for
     which performance is being rendered is fulfilled.

If Lessor grants a security interest in this Lease to any person or entity and
if Lessee has been notified in writing of the name and address of said
lienholder, then Lessee shall, simultaneously upon giving any notice of non-
performance to Lessor deliver a copy of same to each such lienholder, by
personal delivery or certified or registered United States mail, postage
prepaid. Notwithstanding Article 31 below, notices sent by mail pursuant to
this Article 20.1 shall be deemed delivered only upon actual receipt thereof
by such lienholder. Each such lienholder shall be entitled to perform such
obligation within thirty (30) days after the expiration of any period of time
within which Lessor is entitled to perform such obligation.

    20.2 Sale of Lessors Interest. In the event of any sale or conveyance of
Lessor's interest in this Lease, Lessor shall be entirely relieved of all
liability for Lessor's obligations under this Lease accruing thereafter, and
the assignee or purchaser shall be deemed, without any further agreement
between the parties or their successors in interest, to have assumed all of
the duties and obligations of Lessor under this Lease accruing after such
conveyance. The Security Deposit made by Lessee



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<PAGE>

hereunder may be transferred by Lessor to such successor in interest and
thereupon Lessor shall be discharged from any further liability in reference
thereto.

    20.3 No Liability for Loss, Theft, Etc. Lessor shall not be liable for any
loss, theft, or damage to property or business or injury to or death of
Lessee, its employees, agents, contractors, customers or invitees, on or about
the Premises, including without limitation fire, explosion, falling plaster,
steam, gas, electricity, any act or omission of co-tenants or other occupants
of the Project or of adjoining or contiguous property or buildings, water or
rain which may leak from any part of the Premises or the Building or from the
pipes, tanks, appliances or plumbing works therein, or from the roof, street
or subsurface, or from any other place. Lessor and its agents shall not be
liable to Lessee for interference with the natural light, nor for any latent
defect in the Premises or in the Project. Lessee shall give prompt notice to
Lessor of any fire, accident or defect discovered within the Premises or the
Project.

    20.4 Liability of Lessor. If Lessor shall fail to perform any covenant,
term or condition of this Lease that Lessor is obligated to perform and, as a
consequence of such non-performance, Lessee shall receive a money judgement
against Lessor, such judgement shall be satisfied only out of the proceeds of
sale received upon execution of such judgement and levy thereon against the
right, title and interest of Lessor in the Project and out of rents or other
income from the Project receivable by Lessor, or out of the consideration
received by Lessor from the sale or other disposition of all or any part of
Lessor's right, title and interest in the Project. Neither Lessor nor any of
the members, officers, directors, employees or agents of the Lessor shall be
liable for any deficiency.

21. ASSIGNMENT AND SUBLETTING

    21.1 Lessor's Consent Required. Lessee shall not convey, transfer,
sublease, assign, hypothecate, encumber or otherwise dispose of this Lease or
any right, title or interest therein, whether voluntarily or by operation of
law, without the prior written consent of Lessor. Any such assignment or
subletting shall be void and/or terminate this Lease, at the option of Lessor,
thereby giving Lessor the right to immediately exercise any of the remedies
contained in Article 32.2. The consent by Lessor to any assignment or other
disposition shall not be construed as consent to any other assignment or
disposition. In the event Lessor approves any assignment or subletting by
Lessee, it is hereby agreed by Lessor and Lessee that Lessee shall not realize
any financial gain resulting from any increase in the rental value of the
Premises. Therefore, as a condition of any assignment or subletting, it is
agreed by the parties that Lessor shall receive all consideration due or to
become due to Lessee from any assignee or Sublessee with respect to such
assignment or subletting, including without limitation, the full and complete
rental payments paid by such assignee or Sublessee, including any amounts paid
in excess of Lessee's financial obligations under this Lease.

    21.2 No Release of Lessee. Regardless of whether Lessor's consent is
granted, no subletting or assignment shall release Lessee of Lessee's
obligations hereunder or after the primary liability of Lessee to pay the rent
and to perform all other obligations to be performed by Lessee hereunder. The
acceptance of rent by Lessor from any other person shall not be deemed to be a
waiver by Lessor of any provision hereof. In the event of default by any
assignee or successor of Lessee in the performance of any of the terms hereof,
Lessor may proceed directly against Lessee without the necessity of exhausting
remedies against said assignee or successor.

    21.3 Attorneys' Fees. In the event Lessor is asked to consent to a
sublease or assignment under Article 21.1 hereof, Lessee shall reimburse
Lessor for reasonable attorneys' fees incurred by Lessor in connection with
reviewing the information regarding the proposed assignee and the


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<PAGE>

documenting and granting of such consent. Lessor may request and Lessee shall
advance, upon such request, the estimated costs for said attorney's fees.

    21.4 Corporations, Associations and Partnerships. If Lessee is a
corporation, an unincorporated association or a partnership, the transfer,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership in the aggregate in excess of twenty-five percent
(25%) shall be deemed an assignment within the meaning and provisions of this
Article 21. Lessee shall have the right without Lessor's consent to assign
this Lease or sublet the Premises or any part thereof, to any corporation into
which or with which Lessee merges or consolidates and to any parent or wholly-
owned subsidiary corporation, provided that the resulting entity from such
merger or consolidation shall have a net worth not less than Lessee's prior to
the merger, and provided further that any such assignee shall deliver to
Lessor a copy of a document satisfactory to Lessor by which such assignee
agrees to assume and perform all of the terms and conditions of this Lease on
Lessee's part from and after the effective date of such assignment.

    21.5 No Merger. The voluntary or other surrender of this Lease by Lessee,
a mutual cancellation of this Lease, or the termination of this Lease by
Lessor pursuant to any provision contained herein, shall not work as a merger,
but, at Lessor's, option, shall either terminate any or all existing subleases
hereunder, or operate as an assignment to Lessor of any such subleases.

    21.6 Environmental Covenants. Lessee agrees it shall not use, generate,
manufacture, store or dispose of, in, under or about the Premises or transport
to or from the Premises any Hazardous Materials. For purposes of this Lease,
"Hazardous Materials" shall include, but shall not be limited to (i)
flammable, explosive or radioactive materials, hazardous wastes, toxic
substances or related materials, (ii) all substances defined as "hazardous
substances," "hazardous materials," or "toxic substances" in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et seq.; and (iii) all substances defined as "hazardous
wastes" in Arizona Revised Statutes Section 49-201 (16). In the event of a
breach of this covenant, which is not remedied within five (5) days of written
demand, Lessor may enter the Premises and take any action necessary to remedy
such breach and to abate, contain, or otherwise limit any environmental risk
or damage arising from such breach, and the costs of such action shall be
payable by Lessee immediately upon demand from Lessor. Lessee shall be solely
responsible for, and shall indemnify and hold harmless Lessor and its
successors and assigns for, from and against any loss, damage, cost, expense
or liability directly or indirectly arising out of or attributable to the use,
generation, storage, release, threatened release, discharge, or disposal by
Lessee or its agents, employees, or invitees of Hazardous Materials on, under
or about the Premises arising subsequent to the date on which this Lease was
executed, including without limitation: (a) all foreseeable consequential
damages; (b) the costs of any required or necessary repairs, cleanup or
detoxification of the Premises, and the preparation and implementation of any
closure, remediation or other required plans; and (c) all reasonable costs and
expenses incurred by Lessor in connection with clauses (a) and (b), including
but not limited to reasonable attorneys' fees.

    21.7 ADA Covenants. Lessee agrees it shall comply in all respects with the
Americans with Disabilities Act of 1990, as amended (the "ADA") and any
similar state law. In the event additions, alterations or other accommodations
to the Premises, building wherein the Premises are located, or Common Areas
are required as a result of Lessee's actions, which would not otherwise be
required of Lessor by the ADA, Lessee shall be solely responsible for, and
shall indemnify and hold harmless Lessor and its successors and assigns for,
from and against any loss, damage, cost, expense or liability directly or
indirectly arising out of or attributable to such action.


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<PAGE>

22. COMMON AREAS; RESERVED PARKING

    Subject to the Rules and Regulations attached to this Lease and the
provisions of Article 30 below, Lessee shall be entitled to the non-exclusive
use in common with Lessor and other owners and Lessees of the Project and
their employees, agents, contractors, customers and invitees, of such parking
areas, sidewalks, hallways, stairways, toilets and other common areas and
facilities in the Project as Lessor shall from time to time designate. At any
time, Lessor may close any common areas to perform any acts that are
reasonable or desirable, in Lessor's judgment, relative to the Project. Lessor
shall not interfere with the rights of Lessee, other tenants or any person
entitled to use the common areas. Any reserved parking spaces which Lessor may
agree to provide to Lessee, if any, will be provided on the basis of a
reasonable monthly charge per space, as determined by Lessor, and Lessee shall
be obligated to pay the same, together with any rental tax due with respect
thereto, at the time and in the manner Lessee is required to pay the Base
Rental due hereunder. The foregoing notwithstanding, Lessee acknowledges that
only certain parking spaces adjacent to the Project are available for use by
the Lessees of Lessor and that Lessor shall have the right to assign parking
spaces for the exclusive use of other Lessees of Lessor. Lessee is entitled to
10 covered reserved parking space(s) at $40.00 per space per month, plus
applicable sales tax for the term of this Lease. Lessor shall be entitled,
from time to time, to modify and change the size, location, nature and use of
any of the common areas, convert common areas into rentable areas, construct
additional parking facilities (including parking structures) in the common
areas, and increase or decrease common area land and/or facilities. Lessee
acknowledges that such activities may result in inconveniences to Lessee; such
activities and changes are permitted if they do not materially affect Lessee's
use of the Premises.

23. ABANDONMENT OF PREMISES

    Lessee shall at all times during the term hereof occupy and use the
Premises during normal business hours. If Lessee ceases to so occupy and use
the Premises or abandons, vacates or surrenders the Premises or is
dispossessed by process of law or otherwise, Lessee's property remaining on
the Premises shall be deemed Abandoned, at the option of Lessor. The failure
of Lessee to be open for business in the Premises for a period of five (5)
consecutive business days or longer shall constitute an Abandonment of the
Premises; provided, however, such occurrence shall not be the exclusive test
for determining whether Abandonment has occurred.

24. REMOVAL OF LESSEE'S PROPERTY                      * during the term and/or

    Unless Lessee is in default hereunder, Lessee may remove any movable
furniture, equipment, trade fixtures and signs of Lessee in or on the Premises
or the Project*  immediately upon the expiration or termination of this Lease,
and any such property of Lessee remaining on the Premises upon such expiration
or termination shall, at Lessor's option, become the property of Lessor, or
Lessor may dispose of same, as attorney-in-fact for and at the expense of
Lessee, as Lessor may deem appropriate in its discretion. Lessee shall
promptly repair any damage to the Premises caused by the installation or
removal of Lessee's movable furniture, equipment, trade fixtures and signs.

25. SUBORDINATION

    This Lease shall be subject and subordinate at all times to any ground
lease, or the lien of any mortgages, deeds of trust or other security
instruments in any amount or amounts whatsoever now or hereafter placed on or
against Lessor's interest herein without the necessity of the execution and


                                     17                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

delivery of any further instruments on the part of Lessee to effectuate such
subordination; provided, however, that so long as Lessee is not in default
hereof, the terms of this Lease and Lessee's rights hereunder shall not be
affected by foreclosure or other proceedings under such ground leases or
security instruments. Lessee hereby agrees, at the written request of any
lienholder or purchaser of Lessor's interest pursuant to such foreclosure or
other proceedings, to attorn to such lienholder or purchaser or, at such
lienholder's or purchaser's option, to enter into a new lease for the balance
of the term hereof upon the same terms and provisions as are contained in this
Lease. Notwithstanding the foregoing, Lessee shall execute and deliver such
further instrument or instruments evidencing such subordination of this Lease
to the ground lease or lien of any such mortgages, deeds of trust or other
security instruments as may be requested by Lessor within ten (10) days after
receipt of written notice to do so and the receipt by Lessee of the
instruments to be executed by it. Lessee hereby appoints Lessor, its
successors and assigns, the attorney-in-fact of Lessee irrevocably to execute
and deliver any and all such instruments for an on behalf of Lessee; provided,
however, that Lessee shall not be required to effectuate such subordination,
nor shall Lessor be authorized to effect such subordination on behalf of
Lessee, unless the mortgagee or beneficiary named in such mortgage, deed of
trust or other encumbrance or purchaser of Lessors interest shall first agree
in writing, for the benefit of Lessee, that so long as Lessee is not in
default under any of the provisions, covenants or conditions of this Lease on
the part of Lessee to be kept and performed, neither this Lease nor any of the
rights of Lessee hereunder shall be terminated or modified or be subject to
termination or modification, nor shall Lessee's possession of the Premises be
disturbed or interfered with, by any trustee's sale or by any action or
proceeding to foreclose said mortgage, deed of trust or other encumbrance.

26. SURRENDER

    Upon the expiration or termination of this Lease for any reason, Lessee
shall peaceably surrender the Premises to Lessor in a safe and clean condition
and in good order and repair, reasonable wear and tear excepted. Should Lessee
fail to surrender the Premises upon the expiration or termination of this
Lease, Lessor shall have the immediate right to re-enter the Premises and act
in accordance with Article 32.2(a) hereof.

27. FINANCIAL STATEMENTS

    Lessee shall, from time to time at the written request of Lessor, provide
Lessor with a certified copy of its financial statements for the fiscal year
of Lessee immediately preceding the year in which the request is made by
Lessor, and for the year to date financial statements through the month
proceeding such request(s).

28. TAXES ON LESSEE'S PROPERTY

    Lessee shall pay, prior to delinquency, all taxes assessed against or
levied upon Lessee's fixtures, furnishings, equipment and other personal
property located in or upon the Premises. Lessee shall cause said fixtures,
furnishings, equipment and other personal property to be assessed and billed
separately from the real property of which the Premises form a part. In the
event any or all of Lessee's fixtures, furnishings, equipment and other
personal property shall be assessed and taxed with said real property, Lessee
shall pay to Lessor its share of such taxes, as determined by Lessor, within
ten (10) days after delivery to Lessee by Lessor of a statement in writing
setting forth the amount of such taxes applicable to Lessee's personal
property.


                                     18                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>


29. FORCE MAJEURE

    If either party hereto is delayed or prevented from the performance of any
act required hereunder by reason of acts of God, strikes, lockouts, labor
troubles, civil disorder, inability to procure materials, restrictive
governmental laws or regulations or other cause without fault and beyond the
reasonable control of the party obligated (financial inability excepted),
performance of such act shall be excused for the period of delay; provided,
however, nothing herein shall excuse Lessee from the timely payment of any
rental or other sum required to be paid by Lessee.

30. RIGHTS RESERVED BY LESSOR

    Lessor hereby reserves the right to (i) change the name or street address
of the Project or the Building, (ii) add to, improve or alter any part or all
of the Project or the Building, (iii) add to, improve or alter any part or all
of the parking areas, sidewalks, hallways or other common areas and facilities
in the Project, (iv) grant to anyone the exclusive right to conduct any
business in or render any service to the Project, provided such exclusive
right shall not operate to exclude Lessee from the use expressly permitted
herein, (v) grant to any Lessee the exclusive right to use designated parking
spaces, (vi) require the employees of Lessee to park in designated spaces or
areas on the Project, and (vii) elect not to enforce against one or more of
the Lessees of the Project one or more of the Rules and Regulations of the
Project referred to in Article 7.7 above provided that Lessor agrees that the
Rules and Regulations shall be non-discriminatory. The foregoing rights are
exercisable without notice to Lessee or liability for any inconvenience
suffered by Lessee as a result thereof (including any diminution of light, air
or view) and Lessee shall not be entitled by reason thereof to terminate this
Lease or any abatement or reduction of rental hereunder.

31. NOTICES

    No notice, consent, approval or other communication given in connection
herewith shall be validly given, made, delivered or served unless in writing
and sent by registered or certified United States mail, postage prepaid,
return receipt requested, or by personal delivery, to Lessor or Lessee, as the
case may be, at the addresses set forth below, or to such other addresses as
either party hereto may from time to time designate in writing and delivered
in accordance herewith to the other party. The addresses for all notices shall
be in the United States and shall not include post office boxes or similar
delivery addresses. Notices, consents, approvals or communications shall be
deemed given or received upon personal delivery or forty-eight (48) hours
after deposit in the mail all as hereinabove provided. Said notices shall be
addressed as follows:

LESSOR:                                  LESSEE
Kierland South Office Park L.C.          Randall Martin Sage
14614 N. Kierland, Suite N340            1763 Alexander
Scottsdale, AZ 85254                     Bloomfield Hills, MI 48302

32. DEFAULTS; REMEDIES

    32.1 Defaults. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessee.

         (a)  Lessee Abandoning or vacating the Premises.

                                     19                   Initial /s/ RMS
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<PAGE>

         (b) Lessee's failure to make any payment of rental or any other sum
    due under this Lease, together with interest thereon as herein provided,
    as and when due, where such failure shall continue for a period of five
    (5) days after the date such payment is due.

         (c) Lessee's failure to timely observe or perform any of the
    covenants, conditions or provisions of this Lease to be observed or
    performed by Lessee, other than as described in Article 32.1 (b) above,
    where such failure shall continue for a period of fifteen (15) days after
    written notice thereof from Lessor to Lessee.

         (d) To the extent a declaration of default is not prohibited by law,
    (i) the making by Lessee of any general assignment, or general arrangement
    for the benefit of creditors; (ii) the filing by or against Lessee of a
    proceeding under state or federal insolvency and/or bankruptcy laws
    (unless, in the case of a petition filed against Lessee, the same is
    dismissed within forty-five (45) days); (iii) the appointment of a trustee
    or receiver to take possession of substantially all of Lessee's assets
    located at the Premises or of Lessee's interest in this Lease, where
    possession is not restored to Lessee within thirty (30) days; or (iv) the
    attachment, execution or other judicial seizure of substantially all of
    Lessee's assets located at the Premises or of Lessee's interest in this
    Lease.

         (e) If any guarantor of this Lease revokes or otherwise terminates,
    or purports to revoke or terminate, any guaranty of all or any portion of
    Lessee's obligations under this lease, unless otherwise expressly
    provided, no guaranty of the Lease is revocable.

    32.2 Remedies. In the event of any such default or breach by Lessee,
Lessor shall be entitled to exercise the following rights and remedies at any
time thereafter, with or without notice or demand, and without limiting Lessor
in the exercise of any other right or remedy which Lessor may have by reason
of such default or breach:

         (a) Lessor shall have the immediate right of re-entry and may remove
    all persons and property from the Premises, without liability to any
    person or entity for damages sustained by reason of such removal. Such
    property may be removed and stored in a public warehouse or elsewhere at
  the cost of and for the account of Lessee. Should Lessor elect to re-enter
    as herein provided, or should it take possession pursuant to legal
    proceedings or pursuant to any notice provided by law, it may either
    terminate this Lease, or it may from time to time, without termination of
    this Lease, relet the premises or any part thereof for such term or terms
    (which may be for a term extending beyond the term of this Lease) and such
    rental and upon such other terms and conditions as Lessor, in its sole
    discretion, may deem advisable, with the right to make alterations and
    repairs to the Premises; provided, however, that Lessor may lease other
    space in the Project prior to reletting or attempting to relet the
    Premises. Should Lessor elect to terminate this Lease, Lessor shall
    immediately be entitled to recover from Lessee as damages the amount, if
    any, by which the aggregate of rental and other amounts payable by Lessee
    for the balance of the term of this Lease if it were not terminated shall
    exceed the then reasonable rental value of the Premises for such period,
    in addition to recovering all rental due but unpaid, if any. Should Lessor
    elect to relet the Premises, upon such reletting, the rents received by
    Lessor shall be applied first to the payment of any indebtedness other
    than rent due hereunder from Lessee to


                                     20                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

    Lessor; second, to the payment of any costs and expenses of such reletting
    and of such alterations and repairs; third, to the payment of rent due and
    unpaid hereunder; and the residue, if any, shall be held by Lessor and
    applied to payment of future rent as the same may become due and payable
    hereunder. If the rents received from such reletting during any month are
    less than that to be paid during that month by Lessee hereunder, Lessee
    shall immediately pay any such deficiency to Lessor. Such deficiency shall
    be calculated and paid monthly. No such re-entry or taking possession of
    the Premises by Lessor shall be construed as an election on its part to
    terminate this Lease unless a written notice of such intention is given to
    Lessee or unless the termination thereof be decreed by a court of
    competent jurisdiction. Notwithstanding any such reletting without
    termination, Lessor may, at any time thereafter, elect to terminate this
    Lease for such previous breach.

         (b) Lessor shall have the right, but not the obligation, to render
    the performance required to cure such default or breach and to charge to
    Lessee all costs and expenses incurred in connection therewith, together
    with interest thereon from the date incurred at the rate provided below,
    and Lessee shall immediately pay the same upon presentment of a statement
    to Lessee indicating the amount thereof.

         (c) No remedy herein conferred upon Lessor shall be considered
    exclusive of any other remedy, but the same shall be considered exclusive
    of any other remedy, and the same shall be cumulative and shall be in
    addition to every other remedy given hereunder, or now or hereafter
    existing at law or in equity or by statute, including, but not limited to,
    the right to maintain an action to recover all amounts due hereunder.
    Lessor may exercise its rights and remedies at any time, in any order, to
    any extent, and as often as Lessor deems advisable. No delay or omission
    of Lessor to exercise any right or power arising from any default shall
    impair any such right or power, or shall be construed to be a waiver of
    any such default or an acquiescence therein. No waiver of a default shall
    be effective unless it is in writing.

         (d) In addition to every other remedy available to Lessor, Lessor
    may, in the event of default as defined in this Article 32, obtain the
    appointment of a receiver in any court of competent jurisdiction, and the
    receiver may take possession of the Premises and any personal property
    belonging to the Lessee and used in the conduct of the business of Lessee
    being carried on in the Premises. Lessee agrees that the entry or
    possession by said receiver of the Premises and said personal property
    shall not constitute an eviction of Lessee from the Premises or any
    portion thereof, and Lessee hereby agrees to hold Lessor safe and harmless
    from any claim by any person arising out of or in any way connected with
    the entry by said receiver in taking possession of the Premises and/or
    said personal property. Neither the application for the appointment of
    such receiver, nor the appointment of such receiver, shall be construed as
    an election on Lessor's part to terminate this Lease unless a written
    notice of such intention is given to Lessee.

         (e) In addition to the above remedies for default, Lessor shall have
    the right, at its option, to declare the Base Rental set forth in Article
    3 for the entire term of this Lease, to be accelerated and immediately due
    and payable. If Lessor exercises its option and collects all such Base
    Rental taxes thereon, Lessor shall not terminate this Lease on account of
    the default which gave rise to the acceleration and shall not re-enter or
    take possession of the Premises for such default. Such full recovery of
    the



                                     21                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

    Base Rental shall be treated as a prepayment of such rent and shall not in
    any manner relieve Lessee of its obligations to pay any additional rent
    reserved in this Lease, to perform all obligations of Lessee required by
    this Lease, or to pay the amount of any additional rental pursuant to
    Article 4 at the yearly and monthly times such payments required pursuant
    to Article 3. Such acceleration and full recovery shall not restrict in
    any way the right of Lessor to exercise any other remedy or remedies above
    set forth in this Lease. If this Lease provides for a postponement of any
    monthly rental payments, a period of "free" rent or other rent concession,
    such postponed rent or "free" rent is called the "Abated Rent". Lessee
    shall be credited with having paid all of the Abated Rent on the
    expiration of the Lease term, only if the Lessee has fully, faithfully and
    punctually performed all of Lessee's obligations hereunder, including the
    payment of all Base Rental, Additional Rent, Pro Rata Share, and all other
    monetary obligations in the surrender of the Premises in the physical
    condition required by this Lease. Lessee acknowledges that its rights to
    receive credit for the Abated Rent is absolutely conditional upon Lessee's
    full, faithful and punctual performance of its obligations under this
    Lease. If Lessee defaults and does not cure within the applicable grace
    period, the Abated Rent shall immediately become due and payable in full
    and this Lease shall be enforced as if there were no such rent abatement
    or rent concession. In such case, such Abated Rent shall be calculated
    based on the full initial rent payable under this Lease.

    32.3 No Acceptance of Surrender. No act or conduct of Lessor, whether
consisting of the acceptance of the keys to the Premises, or otherwise, shall
be deemed to be or constitute an acceptance by Lessor of the surrender of the
Premises by Lessee prior to the expiration of the term hereof, and such
acceptance by Lessor of surrender by Lessee shall only flow from, and must be
evidenced by, written acknowledgement of acceptance of surrender signed by
Lessor.

    32.4 Late Changes. Lessee hereby acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be very
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Lessor by the
terms of any mortgage or deed of trust covering the Premises. Accordingly, if
any monthly installment of rental or other amount due to Lessor hereunder
shall not be received by Lessor within five (5) days after the due date
therefor, Lessee shall pay to Lessor a late charge equal to five percent (5%)
of such installment or such other amount. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Lessor will
incur by reason of late payment by Lessee, and shall be in addition to any
interest which may accrue thereon pursuant to Article 32.5 below.

    32.5 Interest on Past-Due Obligations. Any amount due to Lessor which is
not paid when due shall bear interest from the date due until paid at a rate
equal to the greater of, (i) 18% per annum, or (ii) a variable rate per annum
equal to four (4) percentage points in excess of the Prime Rate designated by
Bank One, from time to time during the period said amounts are owed to Lessor.
For the purposes of this Lease, the term Prime Rate shall mean the prime
commercial lending rate announced by Bank One, as the same may be changed from
time to time. If for any reason Bank One, shall at any time discontinue
quoting or charging a Prime Rate in the manner set forth above, Lessor shall,
in the exercise of reasonable judgement, substitute another means of
determining the annual lending rate of interest charged by major commercial
banks on 90-day unsecured commercial loans to their most credit-worthy
borrowers, and the rate of interest as thus determined shall thereafter be
the Prime Rate as that term is used herein. Payment of such interest shall not
excuse or cure any default by Lessee under this Lease.


                                     22                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

    32.6 No Accord and Satisfaction. No payment by Lessee or receipt by Lessor
of a lesser amount than the rent or other sum provided to be paid shall be
deemed to be other than on account of the earliest rent or any other sum due
and payable under this Lease, nor shall any endorsement or statement or any
check or any letter accompanying any check or payment as rent or other sum due
and payable be deemed an accord and satisfaction, unless expressly agreed to,
in writing, by Lessor. Lessor may accept any such check or payment without
prejudice to Lessor's right to recover the balance of such rents or pursue any
other remedy provided in this Lease.

    32.7 Attorneys' Fees. Lessor shall be entitled to recover from Lessee
immediately upon demand all costs and attorneys' fees incurred by Lessor in
enforcing its rights and remedies under this Lease, regardless of whether
legal proceedings are actually commenced.

33. SUBSTITUTION OF PREMISES

    Lessor may, at its election, upon at least thirty (30) days written notice
to Lessee, substitute other premises (the "Substituted Premises") within the
Project for the Premises hereinabove described, subject to the following terms
and conditions:

    (a) The Substituted Premises shall contain approximately the same square
footage and comparable Lessee improvements as the original Premises;

    (b) Lessor shall fully reimburse Lessee for all reasonable expenses
actually incurred by Lessee as a direct result of Lessee's move to the
Substituted Premises;

    (c) Upon the date specified by Lessor, which shall be at least thirty (30)
days after Lessee received notice of the substitution, the Substituted
Premises shall become the Premises subject to this Lease for all uses and
purposes, as though originally demised upon the execution and delivery of this
Lease, and this Lease shall no longer apply to or affect the original
Premises;

    (d) Lessee shall fully and completely cooperate with Lessor in exercising
Lessor's rights hereunder and shall comply with all reasonable requests
submitted by Lessor in an effort to minimize all disruptions during such
transition; and

    (e) Upon the substitution as provided for in this Article, the parties
shall execute an amendment to this Lease stating that such substitution has
occurred and that all terms and provisions of this Lease are fully applicable
with regard to the Substituted Premises.

34. GENERAL

    34.1 Captions. The descriptive headings of the Articles and Sections of
this Lease are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

    34.2 Time is of the Essence. Time is of the essence of this Lease.

    34.3 No Third Party Rights. Except as expressly provided herein, no term
or provision of this Lease is intended to or shall be for the benefit of any
person not a party hereto, and no such other person shall have any right or
cause or action hereunder.


                                     23                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

    34.4 No Partnership. Nothing contained in this Lease shall create any
partnership, joint venture, or other arrangement between Lessor and Lessee.

    34.5 Entire Agreement. This Lease constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof and shall not be
changed or added to except in writing signed by all parties hereto. All prior
and contemporaneous agreements, representations and understandings of the
parties, oral or written, pertaining to the subject matter hereof, are hereby
superseded and merged herein.

    34.6 Joint and Several Obligations. If Lessee is constituted of two or
more persons, corporations or other entities, all agreements, covenants,
representations and warranties of Lessee herein are the joint and several
obligations of the entities constituting the Lessee. If Lessee is husband and
wife, the obligations hereunder shall extend individually to the sole and
separate property of each as well as to their community property. Notice given
to any one of the entities constituting Lessee shall be deemed as having been
given to all such entities.

    34.7 Authority to Execute. Any individual executing this Lease on behalf
of or as representative for a corporation or other person, firm, partnership
or entity represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of said corporation, person, firm,
partnership or other entity and that this Lease is binding upon said entity in
accordance with its terms. If Lessee is an entity, Lessee shall deliver to
Lessor within five (5) days after execution hereof a certified copy of a
resolution of the Board of Directors, a certified partnership or a limited
liability company resolution of said corporation authorizing and ratifying the
execution and delivery of this Lease, and such further documents as may be
necessary to carry out the intent of the parties in connection with this
Lease, by the individuals executing and delivering same.

     34.8 Arizona Law. The laws of the State of Arizona shall govern the
interpretation, validity, performance and enforcement of this Lease.

    34.9 Partial Invalidity. If any term, covenant, condition or provision of
this Lease is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions hereof shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

    34.10 Incorporation of Exhibits. All exhibits attached hereto and
referenced herein shall be deemed a part of this Lease.

    34.11 Binding on Successors and Assigns. Each of the provisions of this
Lease shall bind, extend to, and inure to the benefit of the respective heirs,
legal representatives, successors and assigns of both Lessor and Lessee;
provided, however, that this clause shall not permit any assignment contrary
to the provisions of Article 21.

    34.12 Lessors Liability. As used in this Lease, the term "Lessor" means
only the current Owner or Owners of the fee title to the Project at the time
in question. Each Lessor is obligated to perform the obligations of Lessor
under this Lease only during the time such Lessor owned such fee interest or
title. Any Lessor who transfers its title or interest is relieved of all
liability with respect to the obligations of Lessor under this Lease to be
performed on or after the date of transfer. Each Lessor shall deliver to its
transferee all funds that Lessee previously paid, if such funds have not yet
been applied under the terms of the Lease, as well as any security deposits
held by Lessor.


                                     24                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>

    34.13 Not Binding Until Signed. Submission of this instrument for
examination or signature by Lessee does not constitute a reservation or option
for Lease, and it is not effective as a Lease or otherwise until executed by
both Lessor and Lessee.

    34.14 Impartial Interpretation. This Lease is the result of negotiations
between Lessor and Lessee, and therefore the language contained in this Lease
shall be construed as a whole according to its fair meaning and not strictly
for or against either Lessor or Lessee.

    34.15 Plurals. The words "Lessor" and "Lessee", as herein used, shall
include the plural as well as the singular. Also, the neuter gender includes
the masculine and feminine.

    34.16 Memorandum of Lease. This Lease shall not be recorded. After the
Commencement Date has been ascertained, if Lessor elects, in Lessor's sole
discretion, the parties shall execute a Memorandum of Lease in recordable
form.

    IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first hereinabove written.

                              LESSOR:
                              Kierland South Office Park L.C.

                              By: /s/ Ed Lewis
                                  _______________________________
                                      Ed L. Lewis, Vice President


                              LESSEE:

                              By: /s/ Randall Martin Sage
                                 _________________________________
                                      Randall Martin Sage



                                     25                   Initial /s/ RMS
                                                                  /s/ ELL
<PAGE>


                                Exhibit "A-1"

                           Space Plan appears here

<PAGE>


                                Exhibit "A-2"

                            Site Plan appears here

<PAGE>


                                Exhibit "A-3"

                        Legal Description appears here

<PAGE>


                                 Exhibit "B"

                        Project Rules and Regulations
                        Which Constitute Part of Lease
                                 appears here