STANDARD LEASE
                             SPENCER AIRPORT CENTER


ARTICLE 1         BASIC LEASE TERMS
         1.01     Premises Leased
         1.02     Project
         1.03     Term
         1.04     Rent
         1.05     Operating Expenses
         1.06     Security Deposit
         1.07     Permitted Use
         1.08     Addresses for Payments, Notices and Deliveries
         1.09     Broker
         1.10     Building Improvements
         1.11     Payments Upon Execution

ARTICLE 2         PREMISES
         2.01     Leased Premises
         2.02     Delivery and Acceptance of Premises
         2.03     Building Name and Address

ARTICLE 3         TERM
         3.01     General
         3.02     Tender of Possession by Lessor
         3.03     Delay in Possession
         3.04     Early Occupancy

ARTICLE 4         RENT AND OPERATING EXPENSES
         4.01     Base Rent
         4.02     Operating Expenses
         4.03     Cost of Living Increases
         4.04     Security Deposit


ARTICLE 5         USES
         5.01     Use
         5.02     Hazardous Materials
         5.03     Signs and Auctions

ARTICLE 6         COMMON FACILITIES AND VEHICLE PARKING
         6.01     Operation and Maintenance of Common Facilities
         6.02     Use of Common Facilities
         6.03     Parking
         6.04     Changes and Additions by Lessor

ARTICLE 7         MAINTENANCE, REPAIRS AND ALTERATIONS
         7.01     Lessor's Obligations
         7.02     Lessee's Obligations
         7.03     Alterations and Additions
         7.04     Utility Additions
         7.05     Entry and Inspection

ARTICLE 8         TAXES AND ASSESSMENTS ON LESSEE'S PROPERTY
         8.01     Taxes on Lessee's Property

ARTICLE 9         UTILITIES

ARTICLE 10      ASSIGNMENT AND SUBLETTING
         10.01    Rights of Parties
         10.02    Effect of Transfer

ARTICLE 11        INSURANCE AND INDEMNITY

         11.01    Liability Insurance - Lessee
         11.02    Lessor's Insurance
         11.03    Waiver of Subrogation
         11.04    Policies
         11.05    Lessee's Indemnity
         11.06     Lessor's Non-Liability

ARTICLE 12        DAMAGE OR DESTRUCTION
         12.01    Restoration


<PAGE>
ARTICLE 13        EMINENT DOMAIN
         13.01    Total or Partial Taking
         13.02    Temporary Taking
         13.03    Taking of Parking Area

ARTICLE 14        SUBORDINATION, ESTOPPEL CERTIFICATE
         14.01    Subordination
         14.02    Estoppel Certificate

ARTICLE 15        DEFAULTS AND REMEDIES
         15.01    Lessee's Defaults
         15.02    Lessor's Remedies
         15.03    Repayment of "Free" Rent
         15.04    Cumulative Remedies
         15.05    Late Payments
         15.06    Right of Lessor to Perform
         15.07    Default by Lessor
         15.08    Expenses and Legal Fees

ARTICLE 16        END OF TERM
         16.01    Holding Over
         16.02    Merger on Termination
         16.03    Surrender of Premises; Removal of Property
         16.04    Termination; Advance Payments

ARTICLE 17        PAYMENTS AND NOTICES

ARTICLE 18        LIMITATION OF LIABILITY

ARTICLE 19        BROKER'S COMMISSION

ARTICLE 20        TRANSFER OF LESSOR'S INTEREST

ARTICLE 21        INTERPRETATION
         21.01    Gender and Number
         21.02    Headings
         21.03    Joint and Several Liability
         21.04    Successors
         21.05    Time of Essence
         21.06    Severability
         21.07     Entire Agreement
         21.08    Covenants and Conditions
         21.09    Counterparts
         21.10     Indemnities
         21.11     Attachments
<PAGE>
                                      LEASE
                             (FREESTANDING BUILDING)


         This lease is hereby dated for  reference  purposes  only as of June 9,
1998 by and between SPENCER AIRPORT CENTER,  LLC, a Delaware  limited  liability
company   (herein   called   "Lessor")  and   SPINTEKNOLOGY,   INC.,  a  Georgia
Corporation(herein called "Lessee").

ARTICLE 1  BASIC LEASE TERMS

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

1.01  Premises Leased:

                  a.       Premises Address:1857 Helm Drive, Las Vegas, NV 89119
                  b.       Rental Area:   16,903 square feet
                  c.       Building Designation:     "B"

1.02  Project:

                  a.       Project Name:             Spencer Airport Center
                  b.       Total Project Rental Area:  16,903 square feet

1.03  Term:

                  a.       Estimated Commencement Date:  August 31, 1998
                  b.       Number of Calendar Months (Initial Term): 
                              Six-two (62) months

1.04  Rent:

            a.  Fixed  Base  Rent:  (i) Months one and two shall be free of base
rent; (ii) $13,130.00/month during months three (3) through fourteen (14); (iii)
$17,072.03/month  during  months  fifteen (15)  through  twenty-six  (26);  (iv)
$17,584.19/month  during months twenty-seven (27) through thirty-eight (38); (V)
$18,111.71/month  during  months  thirty-nine  (39)  through  fifty  (50);  (vi)
$18,655.06/month  during  months  fifty-one  (51)  through  sixty-two  (62).  In
addition,  operating  expenses  are due and payable  throughout  the term of the
Lease.

1.5 Operating Expenses:  Lessor estimates Operating Expenses during the calendar
year when the Lease commences to be $1,690.00 per month.  Operating Expenses are
in addition to the Base Rent set forth in Section 1.04.

1.06 Security Deposit: $83,482.12.  Providing the tenant is not in default, this
security  deposit  shall be applied to base  rents on the  twenty-sixth  (26th),
twenty-seventh (27th), thirty-eighth (38th) and fiftieth (50th) month during the
original lease term.

1.07  Permitted  Use:  Office and  warehouse  for the sales,  display,  storage,
distribution,  and light  manufacturing of gaming slot devices and related legal
use.

1.08  Addresses for Payments, Notices and Deliveries:

                  Lessor:           Spencer Airport Center
                                    6800 Paradise Road
                                    Las Vegas, NV 89119

                  Lessee:           SPINTEKNOLOGY
                                    901 Grier Drive, Suite B
                                    Las Vegas, NV 89119

1.9  Brokers:     John D. McKeown
                  Colliers International - Commission to be paid by Lessor.

1.10  Building   Improvements:   The  tenant  improvement   allowance  shall  be
$400,000.00.  It is further  understood  after  execution of said lease, we will
immediately  finalize bids on the improvements for approval by Lessee; if Lessee
and  Lessor  cannot  agree on the final  cost of said  improvements,  Lessee can
cancel said  Lease.  The  approximate  square  footage of 16,903  square feet to
include  approximately  12,603 square feet of office area,  approximately  2,800
square feet of swamp cooled  warehouse  and  approximately  1,500 square feet of
HVACed  assembly area with drop ceiling.  Should Lessee  anytime  throughout the
lease term,  desire to perform  additional  modifications at Lessee's cost, bids
may be obtained from Lessor's contractor or another licensed,  bonded contractor
subject to Lessor's approval.  If an outside contractor is chosen,  Lessee shall
be subject to the following requirements: Lessee must meet with Lessor to review
the  selected  contractor's  bid in order  to  ascertain  that all  construction
modifications  meet code  requirements,  prior to commencement of  construction;
Provide  Lessor  with  contractor's  license  and bond  status;  Comply with the
attached Tenant Specification Guidelines; Provide Lessor with the buildout plans
and subsequent  permits for same prior to construction;  and Provide Lessor with
the Building Department final sign off and Certificate of Occupancy. Lessor will
post Notice of Non-Responsibility during said modification period.

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<PAGE>
1.11 Payments Upon  Execution:  The first  installment of Base Rent  $13,130.00,
which is the third month of the base rent, the first month's Operating  Expenses
$1,690.00, and a Security Deposit of $83,482.12 for a total of $98,302.12, which
shall be delivered to Lessor concurrently with Lessee's execution of this Lease.

ARTICLE 2         PREMISES

2.01 Leased  Premises:  Lessor leases to Lessee and Lessee rents from Lessor the
Premises  (herein  the  "Premises"),  containing  the  rental  area set forth in
Section 1.01b of the Basic Lease Terms. The Premises are located at the building
identified  in the Basic  Lease  Terms  (which  together  with  underlying  real
property  is called  herein the  "Building"),  and is a portion  of the  project
including  other  buildings  described in Section 1.02a of the Basic Lease Terms
(herein the "Center").  The Premises and the Center are indicated on a site plan
attached  hereto as Exhibit "A". If, upon  completion of the space plans for the
Premises,  Lessor's  architect  or space  planner  determines  that the rentable
square  footage of the  Premises  differs from that set forth in the Basic Lease
Terms,  then  Lessor  shall so  notify  Lessee,  and the Base  Rent (as shown in
Section 1.04 of the Basic Lease Terms) shall be promptly  adjusted in proportion
to the  change in  square  footage.  Within  ten (10)  days  following  Lessor's
request,   the  parties  shall   memorialize  the  adjustments  by  executing  a
certificate  to this Lease  prepared  by Lessor,  provided  that the  failure or
refusal  by  either  party to  execute  the  certificate  shall not  affect  its
validity. The form of such certificate is Exhibit "B".

2.02 Delivery and  Acceptance of Premises:  Lessor shall deliver the Premises to
Lessee clean and free of debris,  on the  Commencement  Date  (unless  Lessee is
already in  possession),  and Lessor further  warrants to Lessee that the Common
Facilities  referred  to in  Article 6,  plumbing,  heating,  air  conditioning,
ventilating,  electrical,  lighting  facilities and equipment with the Premises,
fixtures, walls (interior and exterior),  foundations,  ceilings, roofs, floors,
windows, access doors, loading doors, plate glass and skylights shall be in good
operating condition on the Commencement Date. In the event that it is determined
that this  warranty has been  violated,  then it shall be the  obligation of the
Lessor,  after  receipt  of  written  notice  from  Lessee  setting  forth  with
specificity  the nature of the  violation,  to promptly,  at Lessor's sole cost,
rectify such violation.  Lessee's  failure to give such written notice to Lessor
within six (6) months  after the  Commencement  Date shall cause the  conclusive
presumption that Lessor has complied with all of Lessor's obligations hereunder.
The warranty  contained in this Section  shall be of no force or effect if prior
to the date of this Lease Lessee was the owner or occupant of the Premises.

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

         Baring any acts beyond our control,  including but not limited, to acts
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of God and unless, Lessee makes further changes to the plans we feel comfortable
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that the building will be completed by the month of August and we are willing to
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pay  100% of the  holdover  penalty  charged  to  Tenant  by the  Howard  Hughes
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Corporation,  until such time as the  premises is occupied and signed off by the
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Clark County Building Department for occupancy by the tenant.
-------------------------------------------------------------

2.03  Building  Name and Address:  Lessee shall not utilize any name selected by
Lessor from time to time for the  Building as any part of Lessee's  corporate or
trade  name.  Lessor  shall  have the  right  to  change  the  name,  number  or
designation of the Building without notice or liability to Lessee.

ARTICLE 3         TERM

3.01  General:  The term shall be for the period  shown in Section  1.03b of the
Basic Lease Terms.  Subject to the  provisions of Section  3.03,  the term shall
commence on the commencement date (herein  "Commencement  Date") on the earliest
of (a) the  Estimated  Commencement  Date as set forth in  Section  1.03a of the
Basic Lease Terms, or (b) the date Lessee  acquires  possession or commences use
of the Premises for any purpose  other than  construction.  Within ten (10) days
after  possession  of the  Premises  is tendered  to Lessee,  the parties  shall
execute the Exhibit "B" Certificate  form provided by Lessor,  which shall state
the Commencement Date and the expiration date ("Expiration  Date") of the Lease.
Lessee's  failure to execute that form shall not affect the validity of Lessor's
determination of those dates.

3.02 Tender of  Possession  by Lessor:  The  Premises  shall be deemed ready for
occupancy  upon the tendered  date,  but only if and when Lessor,  to the extent
applicable,  (a) has  provided  reasonable  access to the Premises for Lessee so
that it may be used  without  unnecessary  interference,  (b) has  substantially
completed all the work required to be done by Lessor in this Lease,  and (c) has
obtained requisite governmental approvals to Lessee's occupancy.

3.03 Delay in  Possession:  Notwithstanding  the  provisions of Section 3.01, if
Lessor, for any reason whatsoever,  cannot deliver possession of the Premises to
Lessee on/or before the  Estimated  Commencement  Date,  this Lease shall not be
void or voidable nor shall Lessor be liable to Lessee for any resulting  loss or
damage.  However,  Lessee shall not be liable for any rent and the  Commencement
Date shall not occur until Lessor  delivers  possession  of the Premises and the
Premises are in fact ready for occupancy in accordance with Section 3.02; except
that if Lessor's failure to so deliver possession on the Estimated  Commencement
Date is attributable  to any action or inaction by Lessee  (including any tenant
improvement  construction  change orders requested by Lessee or Lessee's failure
to supply any  information  required from Lessee or the  furnishing by Lessee of
inaccurate or erroneous estimates,  specifications,  data or other information),
then the Commencement Date shall not be advanced to the date on which possession
of the  Premises  is tendered  to Lessee,  and Lessor  shall be entitled to full
performance  by  Lessee  (including  the  payment  of rent)  from the  Estimated
Commencement  Date.If  Lessor cannot deliver the premises by September 1st, 1998
the Lessor shall be responsible to pay directly to the

                                       4
<PAGE>
Howard Hughes  Corporation  the Tenant's hold over rent (above  Lessor's  August
base rent) until such time the Lessor is able to have the Clark County  Building
Department sign off the building for occupancy.

3.04 Early  Occupancy:  If Lessee  occupies the Premises  prior to the Estimated
Commencement Date, Lessee's occupancy of the Premises shall be subject to all of
the provisions of this Lease.  Early occupancy of the Premises shall not advance
the  expiration  date of this  Lease.  Lessee  shall  pay Base  Rent,  Operating
Expenses  and  all  other  charges,  including,  without  limitation,  insurance
specified in this Lease for the early occupancy period, upon Lessor's demand for
same.


ARTICLE 4         RENT AND OPERATING EXPENSES


4.01 Base Rent: From and after the Commencement  Date,  Lessee shall pay without
deduction  or offset a Base Rent for the  Premises  in the  total  amount  shown
(including subsequent  adjustments,  if any) in Section 1.04a of the Basic Lease
Terms.  The rent shall be due and payable in equal monthly  installments  on the
first day of each month, in advance, except that if the Commencement Date occurs
on a day other than the first day of the month,  the first  installment  of Base
Rent shall include rent for both the fractional month, if any, starting with the
Commencement Date and the following calendar month. No demand, notice or invoice
shall be required.


4.02  Operating Expenses:

                  a.  Lessee  shall pay to Lessor  during  the term  hereof,  in
addition  to the Base Rent,  Lessee's  share,  as  hereinafter  defined,  of all
Operating Expenses, as hereinafter defined, during each year of the term of this
Lease.

                  b. "Lessee's Share" is defined, for purposes of this Lease, as
the percentage  determined by dividing the square footage of the Premises by the
total  square  footage of the  rentable  space  contained  in the Center.  It is
understood  and agreed  that the square  footage  figures set forth in the Basic
Lease Terms are approximations  which Lessor and Lessee agree are reasonable and
shall not be subject to revision  except in connection  with an actual change in
the size of the  Premises  or a change in the space  available  for lease in the
Center.

                  c. The term "Operating Expenses" (excluding property taxes and
building  insurance which shall be billed  separately by Lessor to Lessee) shall
include (i) all expenses  attributable  to Lessor's  obligations  for operation,
replacement,  repair and maintenance in neat, clean, good order and condition of
the Center,  including parking areas,  loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways,  landscaped areas, striping,
bumpers,  irrigation  systems,  common  lighting  facilities,  fences and gates,
tenant  directories  and any other  services to be provided by Lessor under this
Lease; (ii) property taxes (billed separately),  general or special assessments,
and costs and expenses in contesting  the amount or validity of any property tax
by  appropriate  proceedings;  (iii)  parkway  water and sewer charges and other
publicly mandated services to the Center;  (iv) insurance premiums for liability
and property insurance maintained by Lessor pursuant to Article 11 or reasonable
premium  equivalents  should Lessor elect to self-insure any risk that Lessor is
authorized to insure  hereunder;  (v) license,  permit and inspection fees; (vi)
air  conditioning  maintenance;  (vii) supplies,  materials,  equipment,  tools,
amortization of capital  investments  reasonably intended to produce a reduction
in  operating  charges or energy  conservation  , labor,  any  expense  incurred
pursuant to Article 6, 7, 11 and 12, and (viii) a reasonable overhead/management
fee which shall  include,  without  limitation,  allocated  wages and  salaries,
fringe  benefits  and payroll  taxes for  administrative,  accounting  and other
personnel  applicable to the Center.  It is understood  that Operating  Expenses
shall include competitive charges for direct services provided by any subsidiary
or division of Lessor,  including  reasonable  supervisory or overhead fees. The
term  "property  taxes"  (billed  separately)  as used herein shall  include the
following:  (i) all real estate  taxes or personal  property  taxes (on Lessor's
personal property used for the Center), as such property taxes may be reassessed
from time to time;  (ii) other taxes,  documentary  transfer  fees,  charges and
assessments  which are levied  with  respect  to this  Lease or to the  Premises
and/or the  Center,  and any  improvements,  fixtures  and  equipment  and other
property  of Lessor  located in the Center,  except that  general net income and
franchise  taxes imposed  against Lessor which shall be excluded;  and (iii) any
tax surcharge or  assessment  which shall be levied in addition to or in lieu of
real estate or personal property taxes, other than taxes covered by Article 8. A
copy of Lessor's  unaudited  statement  of expenses  shall be made  available to
Lessee upon request.

                  d. The inclusion of the improvements,  facilities and services
set forth in the definition of Operating  Expenses shall not be deemed to impose
an obligation  upon Lessor to either have said  improvements or facilities or to
provide those services  unless the Center  already has the same,  Lessor already
provides  the  services or Lessor has agreed  elsewhere in this Lease to provide
the same or some of them.

                  e. Lessee's  Share of Operating  Expenses  shall be payable by
Lessee  within ten (10) days after a  reasonably  detailed  statement  of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time of Lessee's  share of annual
Operating Expenses and the same shall be payable monthly or quarterly, as Lessor
shall  designate,  during each calendar year of the Term, on the same day as the
Base Rent is due hereunder.  In the event that Lessee pays Lessor's  estimate of
the Lessee's Share of Operating  Expenses as aforesaid,  Lessor shall deliver to
Lessee  within  sixty  (60)  days  after  expiration  of  each  calendar  year a
reasonably  detailed  statement  showing  Lessee's share of the actual Operating
Expenses  incurred  during the preceding  year. If Lessee's  payments under this
subparagraph  during  said  preceding  calendar  year exceed  Lessee's  Share as
indicated on said statement, Lessee shall be entitled to credit in the amount of
such overpayment against Lessee's Share of

                                       5
<PAGE>
Operating   Expenses  next  falling  due.  If  Lessee's   payments   under  this
subparagraph  during said preceding  calendar year were less than Lessee's Share
as  indicated  on said  statement,  Lessee shall pay to Lessor the amount of the
deficiency  within  ten (10)  days  after  delivery  by Lessor to Lessee of said
statement. Changes in rental amounts will be made March 1st of each year.
                  f. If, at any time during any calendar  year,  any one or more
of the  Operating  Expenses are increased to a rate(s) or amount(s) in excess of
the rate(s) or amount(s) used in calculating  the estimated  Operating  Expenses
for the year,  then Lessee's  estimated  amount of Operating  Expenses  shall be
increased  for the month in which the  increase  becomes  effective  and for all
succeeding  months by an amount  equal to  Lessee's  proportionate  share of the
increase.  Lessor  shall give Lessee  written  notice of the amount or estimated
amount of the increase,  the month in which the increase will become  effective,
Lessee's  monthly  share  thereof and the months for which the payments are due.
Lessee  shall  pay the  increase  to Lessor  as a part of the  Lessee's  monthly
payments of Estimated  Operating Expenses as provided in subparagraph "b" above,
commencing with the month in which effective.

                  g. Even though the Lease has terminated and Lessee has vacated
the  Premises,  when  the  final  determination  is made of  Lessee's  Share  of
Operating  Expenses for any prior  calendar year in which the Lease  terminates,
Lessee  shall  immediately  upon  notice  pay the entire  increase  due over the
estimated expenses paid. Conversely,  any overpayment made in the event expenses
decrease shall be immediately rebated by Lessor to Lessee.

4.03 Cost of Living Increases:  Upon the expiration date of the month referenced
in Section  1.04b of the Basic Lease Terms after the  commencement  of the Term,
and upon the  expiration  of each twelve (12) calendar  month period  thereafter
during the Term hereof,  rent shall be adjusted by multiplying  the Base Rent as
referenced  in  Section  1.04a of the Basic  Lease  Terms by a  fraction,  which
fraction  shall have as its  numerator  the  Consumer  Price Index For All Urban
Consumers  using the U.S. City Average (or  alternative  thereto as  hereinafter
provided)  (Base Period  1982-84=100),  as published by the U.S.  Department  of
Labor,  Bureau of Labor  Statistics,  for the  calendar  month which is four (4)
months prior to the expiration of the applicable  twelve (12) month period,  and
which such fraction shall have as its denominator  said Consumer Price Index, as
published  for  the  calendar  month  which  is four  (4)  months  prior  to the
commencement of the Term. If the present base of said Index should  hereafter be
changed, then the new base shall be converted to the base now used. In the event
that the Bureau  should  cease to publish  said Index  figure,  then any similar
Index published by any other branch or department of the U.S.  Government  shall
be used.  In the event said Bureau shall  publish more than one such index,  the
index showing the greater  proportionate  increase shall be used, and if none is
so published,  then another index generally recognized as authoritative shall be
substituted  by  agreement  of the parties  hereto,  or if no such  agreement is
reached within a reasonable time, either party may make application to any court
of competent  jurisdiction to designate such other index. In any event, the base
used by any new index shall be reconciled to the  1982-84=100  Base Index. In no
event shall the rent to be paid by Lessee  pursuant hereto be less than the Base
Rent set forth in  Section  1.04a of the Basic  Lease  Terms or the Base Rent as
adjusted with respect to the next preceding twelve (12) month period,  whichever
is the greater.  In the event the numerator of said fraction is not available at
the time of adjustment of the rent as provided herein,  Lessee shall continue to
pay the rent  established  for the  immediately  prior twelve (12) month period;
provided,  however,  Lessee shall  promptly pay to Lessor any deficiency at such
time as said rent is adjusted.

4.04 Security  Deposit:  Concurrently  with the execution of this Lease,  Lessee
shall  deposit  with  Lessor the sum stated in Section  1.06 of the Basic  Lease
Terms, to secure the faithful performance of Lessee's obligations hereunder.  If
Lessee fails to pay Rent or other charges due hereunder,  or otherwise  defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said  deposit for the payment of any rent or other  charges in
default or for the payment of any other sum to which Lessor may become obligated
by reason of Lessee's  default,  or to compensate  Lessor for any loss or damage
which Lessor may suffer thereby. If Lessor so uses or applies all or any portion
of said  deposit,  Lessee  shall,  within  ten (10) days  after  written  demand
therefor,  deposit  cash with  Lessor in an amount  sufficient  to restore  said
deposit to the full  amount  hereinabove  stated and  Lessee's  failure to do so
shall be a material breach of this Lease.  If the Base monthly rent shall,  from
time to time,  increase  during the Term,  Lessee shall  thereupon  deposit with
Lessor  additional  security deposit so that the amount of security deposit held
by Lessor  shall at all times bear the same  proportion  to current  rent as the
original  security  deposit bears to the original Base monthly rent set forth in
this  Article.  Lessor shall not be required to keep said deposit  separate from
its general accounts. If Lessee performs all of Lessee's obligations  hereunder,
said deposit,  or so much thereof as has not theretofore been applied by Lessor,
shall be returned,  without  payment of interest or other increment for its use,
to Lessee (or, at Lessor's  option,  to the last  assignee,  if any, of Lessee's
interest  hereunder) at the expiration of the Term hereof,  and after Lessee has
vacated the Premises. No trust relationship is created herein between Lessor and
Lessee  with  respect  to  said  security  deposit.   In  no  event  may  Lessee
unilaterally  apply or credit its deposit against the last month's rent.  Should
Lessor sell its  interest in the  Premises  during the Term hereof and if Lessor
deposits with the Purchaser thereof,  the then unappropriated funds deposited by
Lessee as  aforesaid,  thereupon  Lessor  shall be  discharged  from any further
liability  with  respect to such  deposit.  4.05  Option  Rent:  If Lessee  duly
exercises its option to extend this Lease as provided in Section 3.05 above, the
rent  payable  during  the  Option  Term(s)  shall  be at a  mutually  agreeable
increase.

ARTICLE 5         USES

5.01 Use:  Lessee shall use the Premises only for the purposes stated in Section
1.07 of the Basic Lease  Terms.  Lessee  shall not do, or permit  anything to be
done, in or about the Premises  which will in any way interfere  with the rights
of other occupants of the Building,  or use or allow the Premises to be used for
any  improper,  immoral,  unlawful or  objectionable  purpose,  nor shall Lessee
permit any nuisance or commit any waste in the Premises.  Lessee shall not do or
permit to be done  anything  which will  invalidate  or increase the cost of any
insurance  policy(ies)  covering the Building and/or their  contents,  and shall
comply with all applicable insurance underwriters' rules and the requirements of
the Pacific Fire Rating  Bureau or any other  organization  performing a similar
function. Lessee shall comply, at its expense, with all present and future laws,
ordinances and  requirements  of all  governmental  authorities  that pertain to
Lessee or its use of the Premises, including without limitation, all federal and
state  occupational  health and  safety  requirements,  whether or not  Lessee's
compliance will necessitate expenditures or interfere with its use and enjoyment
of the  Premises.  Lessee shall  promptly upon demand  reimburse  Lessor for any
additional  insurance  premium  charged by reason of Lessee's  failure to comply
with 

                                       6
<PAGE>
the provisions of this Section,  and shall  indemnify  Lessor from any liability
and/or expense resulting from Lessee's noncompliance.

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

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

5.03  Signs and  Auctions:  Lessee  shall  not  place any signs on the  Premises
without Lessor's prior written consent.  Lessee shall not conduct, nor permit to
be conducted,  either  voluntarily or  involuntarily,  any auctions or sheriff's
sales from the Premises  without  having first  obtained  Lessor's prior written
consent, which shall not be unreasonably withheld.

ARTICLE 6         COMMON FACILITIES AND VEHICLE PARKING

6.01 Operation and  Maintenance of Common  Facilities:  During the Term,  Lessor
shall  operate  all  Common  Facilities  within  the  Center.  The term  "Common
Facilities" shall mean all areas within the exterior  boundaries of the Building
and  other  buildings  in the  Center  which are not held for  exclusive  use by
persons  entitled  to  occupy  space,  and  all  other   appurtenant  areas  and
improvements  provided  by Lessor for the common use of Lessor and  tenants  and
their respective employees and invitees, including, without limitation,  parking
areas and  structures,  driveways,  sidewalks,  landscaped and planted areas and
common entrances not located within the Premises of any tenant.

6.02 Use of Common  Facilities:  The  occupancy by Lessee of the Premises  shall
include the use of the Common  Facilities  in common with Lessor and with others
for whose  convenience and use the Common  Facilities may be provided by Lessor,
subject, however, to compliance with all rules and regulations as are prescribed
from time to time by  Lessor.  Lessor  shall  operate  and  maintain  the Common
Facilities in the manner Lessor may determine to be appropriate. Lessor shall at
all times during the Term have exclusive control of the Common  Facilities,  and
may restrain any use or occupancy,  except as  authorized by Lessor's  rules and
regulations. Lessee shall keep the Common Facilities clear of any obstruction or
unauthorized use related to Lessee's operations.  Nothing in this Lease shall be
deemed to impose liability upon Lessor for any damage to or loss of the property
of, or for any  injury to ,  Lessee,  its  invitees  or  employees.  Lessor  may
temporarily   close  any  portion  of  the  Common  Facilities  for  repairs  or
alterations,  to prevent a public  dedication  or the  accrual  of  prescriptive
rights,  or  for  any  other  reason  deemed  sufficient  by  Lessor.  Under  no
circumstances  shall the right herein  granted to use the Common  Facilities  be
deemed to include the right to store any property,  temporarily or  permanently,
in the Common Facilities.  Any such storage shall be permitted only by the prior
written  consent of Lessor or Lessor's  designated  agent,  which consent may be
revoked at any time.  In the event that any  unauthorized  storage  shall occur,
then  Lessor  shall have the right,  without  notice,  in addition to such other
rights and remedies that it may have, to remove the property and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

6.03 Parking:  Subject to Lessor's right to adopt reasonable,  nondiscriminatory
modifications  and  additions to the  regulations  by written  notice to Lessee,
Lessee  shall have the  parking  rights  set forth as  follows:  (Note  attached
Exhibit market Site Plan showing 59 (fifty-nine)  spaces,  this will be Lessee's
exclusive parking area for Lessee's, or it's invitees or agents.)

                  a. Lessor agrees to maintain,  or cause to be  maintained,  an
automobile parking area ("Parking Area") for the benefit and use of the visitors
and patrons and employees of Lessee, and other tenants and occupants of the

                                       7
<PAGE>
Center. The Parking Area shall include the automobile parking stalls, driveways,
entrances, exits, sidewalks and attendant pedestrian passageways and other areas
designated for parking. Lessor shall have the right and privilege of determining
the nature and extent of the Parking  Area,  and of making  such  changes to the
Parking  Area from time to time which in its opinion are  desirable  and for the
best  interests  of all persons  using the Parking  Area.  Lessor shall keep the
Parking  Area in a neat,  clean and  orderly  condition,  properly  lighted  and
landscaped, and shall repair any damage to its facilities.  Nothing contained in
this Lease  shall be deemed to create  liability  upon  Lessor for any damage to
motor  vehicles of visitors or  employees,  unless  ultimately  determined to be
caused by the sole  negligence  or willful  misconduct  of Lessor,  its  agents,
servants and employees. Unless otherwise instructed by Lessor, every user of the
Parking Area shall park and lock his or her own motor vehicle. Lessor shall also
have the right to establish, and from time to time amend, and to enforce against
all users of the Parking Area all reasonable rules and regulations as Lessor may
deem  necessary  and  advisable  for the  proper  and  efficient  operation  and
maintenance of the Parking Area.
                  b.  Persons   using  the  Parking   Area  shall   observe  all
directional signs and arrows and any posted speed limits.  All vehicles shall be
parked entirely within painted stalls,  and no vehicles shall be parked in areas
which are posted or marked as "no  parking"  or on, or in ramps,  driveways  and
aisles. Only one (1) vehicle may be parked in a parking space. In no event shall
Lessee interfere with the use and enjoyment of the Parking Area by other tenants
of the Building or buildings within the Center or their employees or invitees.
                  c.  Parking  areas  shall be used only for  parking  vehicles.
Washing,  waxing,  cleaning or servicing of vehicles, or the storage of vehicles
for  twenty-four  (24) hour periods,  in the Parking Area (other than  emergency
services)  by any user of the Parking  Area or his or her agents or employees is
prohibited unless otherwise authorized by Lessor.  Lessee shall have no right to
install any fixtures,  equipment or personal  property  (other than vehicles) in
the Parking Area, nor shall Lessee make any alteration to the Parking Area.

6.04  Changes  and  Additions  by  Lessor:  Lessor  reserves  the  right to make
alterations or additions to the  Building(s) or the Center,  or to the attendant
fixtures,  equipment and Common  Facilities.  Lessor may at any time relocate or
remove any of the various buildings,  parking areas and other common facilities,
and may add buildings and areas to the Center from time to time. No change shall
entitle Lessee to any abatement of rent or other claim against Lessor,  provided
that the change does not deprive  Lessee of  reasonable  access to or use of the
Premises. The Landlord must notify the Lessee 90 days in advance of any building
or project  alterations  to the  "Building"  leased to the Lessee and the common
area  designated  as the  Lessee's  exclusive  parking  area,  and not to  other
buildings or other portions of the project.

ARTICLE 7         MAINTENANCE, REPAIRS AND ALTERATIONS

7.01  Lessor's Obligations:
           a. Subject to the  provisions of Section 4.02  (Operating  Expenses),
Article  5  (Uses),  Article  6  (Building  Parking),   Section  7.02  (Lessee's
Obligations)  and  Article  12 (Damage  or  Destruction),  and except for damage
caused by any  negligent  or  intentional  act or omission  of Lessee,  Lessee's
employees,  suppliers,  shippers,  customers or invitees,  in which event Lessee
shall,  at its sole cost and  expense,  repair the damage  further  utilizing  a
contractor  of  Lessor's  choice.   Lessor  at  Lessor's  expense,   subject  to
reimbursement  pursuant to Section 4.02, shall keep in good condition and repair
the foundations, exterior walls, structural condition of interior bearing walls,
and roof of the  Premises,  and utility  installations  of the  Building and all
parts thereof, as well as providing the services for which there is an Operating
Expense  pursuant to Section 4.02.  Lessor shall not,  however,  be obligated to
paint the interior  walls,  nor shall Lessor be required to maintain,  repair or
replace  windows,  doors or plate glass of the  Premises.  Lessor  shall have no
obligation to make repairs under this Section 7.01 until a reasonable time after
receipt of written notice from Lessee of the need for such repairs. Lessor shall
not be liable for  damages  or loss of any kind or nature by reason of  Lessor's
failure to furnish any such  services  when such  failure is caused by accident,
breakage,  repairs, strikes, lockout or any other labor disturbances or disputes
of any character, or by any other cause beyond the reasonable control of Lessor.
          b. Lessor shall warrant Lessee's heating-ventilation-air  conditioning
(HVAC),  plumbing and electrical  throughout the first lease year of the Initial
Term only. In addition,  Lessor will  successively  perform quarterly air filter
changes and annual  evaporative  cooler  winterizing,  if  applicable;  however,
Lessor  shall not be  responsible  for any other  item  pertaining  to the HVAC,
plumbing  or  electrical  following  said  warranty  during  the  Initial  Term,
including without limitation, repair or replacement.  Lessor's one year warranty
shall immediately expire if Lessee, its employees,  invitees or agents modify or
cause damage to same and Lessee shall then assume all  responsibility  for same,
including without limitation,  repair/replacement,  etc. After Lessor's one year
HVAC warranty,  Lessor reserves the right to continue  changing the HVAC filters
on a quarterly basis and further winterize the warehouse  evaporative coolers on
an annual basis.

7.02  Lessee's Obligations:
         a. Subject to the provisions of Article 5 (Use), Section 7.01 (Lessor's
Obligations)  and  Article 12  (Damage  or  Destruction),  Lessee,  at  Lessee's
expense,  shall keep in good order,  condition and repair the Premises and every
part thereof (whether or not the damaged portion of the Premises or the means of
repairing  same are  reasonably  or readily  accessible  to  Lessee)  including,
without  limiting  the  generality  of the  foregoing,  all  plumbing,  heating,
ventilating and air conditioning systems, electrical and lighting facilities and
equipment within the Premises, fixtures, interior walls and interior surfaces of
exterior  walls,  ceilings,   windows  (including  glass  and  casings),   doors
(including casings), plate glass and skylights located within the Premises.
         b. If Lessee fails to perform Lessee's  obligations  under this Section
7.02 or under any other  paragraph  of this  Lease,  Lessor  may enter  upon the
Premises after ten (10) days' prior written notice to Lessee (except in the case
of  emergency,  in which  event,  no notice  shall be  required),  perform  such
obligations on Lessee's behalf and put the Premises in good order, condition and
repair,  and the cost thereof  together with interest thereon at fifteen percent
(15%) per annum shall be due and payable as additional  rent to Lessor  together
with Lessee's next Base Rent installment.

7.03  Alterations and Additions:
         a. Lessee shall not, without Lessor's prior written consent which shall
not be unreasonably withheld, make any alterations,  improvements,  additions or
Utility  Installments  in, on or about the  Premises,  except for  nonstructural
alterations to the Premises not exceeding  $5,000 in cumulative costs during the
Initial  Term.  In any event,  whether or not in excess of $5,000 in  cumulative
cost, Lessee shall make no change or alteration to the exterior of the Premises,
without 

                                       8
<PAGE>
Lessor's  prior  written  consent.  As used in this  Lease,  the  term  "Utility
Installations" shall mean carpeting,  window coverings, air lines, power panels,
electrical   distribution  systems,   lighting  fixtures,   space  heaters,  air
conditioning,  plumbing and fencing.  Lessor may require that Lessee  remove any
and all of said alterations, improvements, additions or Utility Installations at
the  expiration of the Initial Term, as it may have been  extended,  and restore
the  Premises  to its prior  condition.  Lessor  may  require  Lessee to provide
Lessor,  at Lessee's  sole cost and expense,  a lien and  completion  bond in an
amount equal to one and one-half times the estimated cost of such  improvements,
to insure Lessor against any liability for mechanic's  and  materialman's  liens
and to  insure  completion  of the work.  Should  Lessee  make any  alterations,
improvements,  additions or Utility  Installations without the prior approval of
Lessor,  Lessor may, at any time  during the term of this  Lease,  require  that
Lessee remove any or all of same.

                  b.  Any  alterations,   improvements,   additions  or  Utility
Installations  in or about the  Premises  that Lessee  shall  desire to make and
which  requires  the consent of Lessor,  shall be presented to Lessor in written
form with proposed detailed plans. If Lessor shall give its consent, the consent
shall be deemed  conditioned  upon Lessee acquiring a permit to perform the work
from  appropriate  governmental  agencies,  the  furnishing of a copy thereof to
Lessor prior to the commencement of the work and the compliance by Lessee of all
conditions of said permit in a prompt and expeditious manner.

                  c.  Lessee  shall  pay,  when  due,  all  claims  for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use in the Premises,  which claims are, or may be secured by, any  mechanic's or
materialman's lien against the Premises,  or any interest therein.  Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of any
work in the  Premises,  and  Lessor  shall  have the  right to post  notices  of
non-responsibility  in or on the Premises or the Building as provided by law. If
Lessee  shall in good faith  contest  the  validity  of any such lien,  claim or
demand, then Lessee shall, at its sole expense, defend itself and Lessor against
the  same and  shall  pay and  satisfy  any such  adverse  judgment  that may be
rendered thereon, before the enforcement thereof, against Lessor or the Premises
upon the condition that if Lessor shall require,  Lessee shall furnish to Lessor
a surety bond  satisfactory  to Lessor in an amount equal to such contested lien
claim or demand  indemnifying  Lessor against liability for the same and holding
the Premises free from the effect of such lien or claim. In addition, Lessor may
require Lessee to pay Lessor's attorneys fees and costs in participating in such
action if Lessor shall decide it is to Lessor's best interest to do so.

                  d.  All  alterations,   improvements,  additions  and  Utility
Installations  (whether  or not  such  Utility  Installations  constitute  trade
fixtures  of Lessee),  which may be on the  Premises,  shall be the  property of
Lessor  and  shall  remain  upon and be  surrendered  with the  Premises  at the
expiration of the Initial Term,  except if Lessee  designates  items he wants to
remove to Lessor,  as it may have been  extended,  unless Lessor  requires their
removal  pursuant to subparagraph "a" above.  Notwithstanding  the provisions of
this  paragraph,  Lessee's  machinery  and  equipment,  other than that which is
affixed to the Premises, and other than Utility Installations,  shall remain the
property  of Lessee and may be removed by Lessee  subject to the  provisions  of
Section 7.02.

7.04 Utility  Additions:  Lessor reserves the right to install new or additional
utility facilities  throughout the Building for the benefit of Lessor or Lessee,
including,  but not limited to, such utilities as plumbing,  electrical systems,
security  systems,  communication  systems  and fire  protection  and  detection
systems,  so long as  such  installations  do not  unreasonably  interfere  with
Lessee's use of the Premises.

7.05 Entry and  Inspection:  Lessor shall at reasonable  times have the right to
enter the Premises to inspect them, to supply  services in accordance  with this
Lease,  to  protect  the  interests  of Lessor in the  Premises,  to submit  the
Premises to prospective or actual purchasers or encumbrance  holders (or, during
the last one  hundred  and  eighty  (180)  days of the Term,  or when an uncured
tenant default exists, to prospective  tenants), to alter, improve or repair the
Premises,  or as otherwise  permitted in this Lease, all without being deemed to
have  caused an  eviction  of Lessee and  without  abatement  of rent  except as
provided  elsewhere in this Lease.  If Lessee  vacates the Premises,  Lessor may
enter  the  Premises  and  alter  them  without  abatement  of rent and  without
liability to Lessee.  Lessor shall have the right to use any and all means which
Lessor  may deem  proper  to open the doors in an  emergency  in order to obtain
entry to the  Premises,  and any entry to the Premises  obtained by Lessor shall
not under any  circumstances  be deemed to be a forcible or unlawful entry into,
or a detainer of the Premises, or any eviction of Lessee from the Premises.


ARTICLE 8         TAXES AND ASSESSMENTS ON LESSEE'S PROPERTY

8.01 Taxes on Lessee's  Property:  Lessee  shall be liable for and shall pay, at
least ten (10) days before delinquency, all taxes and assessments levied against
all personal property of Lessee located in the Premises.  When possible,  Lessee
shall cause its personal  property to be assessed and billed separately from the
real  property  of which the  Premises  form a part.  If any  taxes on  Lessee's
personal property are levied against Lessor or Lessor's property is increased by
the  inclusion of a value placed upon the  personal  property of Lessee,  and if
Lessor pays the taxes based upon the increased  assessment,  Lessee shall pay to
Lessor  the  taxes so  levied  against  Lessor  or the  proportion  of the taxes
resulting from the increase in the  assessment.  In calculating  what portion of
any tax bill which is assessed against Lessor  separately,  or Lessor and Lessee
jointly,  is attributable to Lessee's fixtures and personal  property,  Lessor's
reasonable determination shall be conclusive.


ARTICLE 9         UTILITIES

         Lessee shall fully and  promptly  pay for all gas and  electric  (where
applicable),  water,  telephone  and trash  removal for the  building  and other
utilities of every kind  furnished  to the leased  Premises,  together  with any
personal property taxes thereon,  and all other costs and expenses of every kind
whatsoever,  of, or in connection with the use, operation and maintenance of the
leased Premises and all activities  conducted thereon,  and Lessor shall have no
responsibility of any kind for any thereof.  Lessee shall put all such utilities
in its own name and not that of Lessor.

                                       9
<PAGE>
ARTICLE 10        ASSIGNMENT AND SUBLETTING

10.01  Assignment and Subletting/Lessee Affiliate:

                  a.  No  assignment  (whether  voluntary,   involuntary  or  by
operation  of law),  and no  subletting  shall be  valid  or  effective  without
Lessor's  prior written  consent.  Further,  no  assignment or subletting  shall
relieve Lessee from its primary and ultimate  obligations,  responsibilities  or
duties under the Lease.

                  b. Lessee may assign  this Lease or sublet the  Premises to an
assignee or  subtenant  which  controls,  is  controlled  by or is under  common
control  with  Lessee  or to any  corporation  resulting  from the  merger of or
consolidation  with Lessee  ("Lessee's  Affiliate").  In such case, any Lessee's
Affiliate shall assume in writing all of Lessee's  obligations under this Lease.
Lessee  shall in no  event  increase  Lessee's  Affiliate's  rent  from the rate
currently being charged Lessee under this Lease.

                  c.  If  Lessee,   or  any   guarantor  of  Lessee   ("Lessee's
Guarantor")  is  a  corporation,   or  is  an   unincorporated   association  or
partnership,  the  transfer  of  any  stock  or  interest  in  the  corporation,
association  or  partnership  which results in a change in the voting control of
Lessee or Lessee's  Guarantor,  if any, shall be deemed an assignment within the
meaning and provisions of this Article. In addition, any change in the status of
the entity,  such as, but not limited to, the  withdrawal of a general  partner,
shall be deemed an assignment within the meaning of this Article.

                  d. Lessee shall reimburse Lessor for Lessor's reasonable costs
and attorney's fees incurred in connection with the processing and documentation
of any  requested  transfer.  In  addition,  Lessee  shall pay a transfer fee of
$500.00 in the event the transfer is approved.

10.02 Effect of Transfer: No subletting or assignment,  even with the consent of
Lessor,  shall relieve  Lessee of its  obligation to pay rent and to perform all
its other  obligations  under this Lease.  Moreover,  Lessee shall indemnify and
hold Lessor harmless,  as provided in Section 11.03, for any acts or omission by
Lessee's  Affiliate.  Each  transferee,  other  than  Lessor,  shall  assume all
obligations of Lessee under this Lease and shall be liable jointly and severally
with Lessee for the payment of all rent,  and for the due  performance of all of
Lessee's  obligations under this Lease. No transfer shall be binding upon Lessor
unless any  document  memorializing  the transfer is delivered to Lessor and, if
the transfer is an  assignment  or  sublease,  both the  assignee/subtenant  and
Lessee  deliver to Lessor an executed  document which contains (i) a covenant of
assumption by the assignee/subtenant,  and (ii) an indemnification  agreement by
Lessee,  both  satisfactory  in substance and form to Lessor and consistent with
the   requirements   of  this   Article;   provided  that  the  failure  of  the
assignee/subtenant  or Lessee to execute the instrument of assumption  shall not
release either from any obligation under this Lease. The acceptance by Lessor of
any payment due under this Lease from any other person shall not be deemed to be
a waiver by  Lessor of any  provision  of this  Lease or to be a consent  to any
transfer.  Consent  by Lessor to one or more  transfers  shall not  operate as a
waiver or estoppel to the future  enforcement by Lessor of its rights under this
Lease.

ARTICLE 11        INSURANCE AND INDEMNITY

11.01 Liability  Insurance - Lessee:  Lessee shall, at Lessee's expense,  obtain
and keep in force  during the term of this Lease,  a policy of  Combined  Single
Limit Bodily Injury and Property  Damage  insurance  insuring  Lessee and Lessor
against any liability  arising out of the use,  occupancy or  maintenance of the
Premises.  Such insurance shall be in an amount not less than  $1,000,000.00 per
occurrence.  The policy  shall  insure  performance  by Lessee of the  indemnity
provisions of this Article.  The limits of said  insurance  shall not,  however,
limit the liability of Lessee hereunder.

11.02 Lessor's Insurance:  (Building insurance to be billed separately by Lessor
to Lessee).  Lessor may, at its  election,  provide any or all of the  following
types of insurance,  with or without  deductible and in amounts and coverages as
may be determined by Lessor in its  discretion:  "all risk" property  insurance,
subject to standard exclusions,  covering the Premises,  and such other risks as
Lessor  or  its  mortgagees  may  from  time  to  time  deem  appropriate,   and
comprehensive  public liability coverage.  Lessor shall not be required to carry
insurance of any kind on Lessee's property,  including  leasehold  improvements,
trade fixtures,  furnishings,  equipment, plate glass, signs and all other items
of  personal  property,  and shall not be  obligated  to repair or  replace  the
property  should  damage occur.  All proceeds of insurance  maintained by Lessor
upon the  Premises  shall be the  property  of Lessor,  whether or not Lessor is
obligated to, or elects, to make any repairs. In the event there is a deductible
clause in any standard form policy insuring the Premises against fire,  extended
coverage and other property insurance losses,  then the amount deducted from the
coverage  pursuant  to such  deductible  clause  shall be borne by  Lessee.  Any
insurance  containing a deductible  clause of $3,000 (per  occurrence) for fire,
extended  coverage  and other  property  losses,  shall  not,  by virtue of such
deductible  clause, be regarded as  unsatisfactory.  In the event Lessor assumes
supervision  and  control  of  the  repair  or  restoration   activity  for  the
improvements  damaged or  destroyed  by reason of  occurrences  embraced  by the
aforesaid  standard form  insurance  policy,  Lessor shall  provide  Lessee with
written  notice of the  actual  cost of repair and  restoration,  up to the full
deductible  amount,  and Lessee shall pay to Lessor such sum within  thirty (30)
days thereafter.  Failure to pay such sum shall constitute a breach of the Lease
and subject Lessee to any rights or remedies of Lessor as provided in the Lease.

11.03 Waiver of Subrogation:  Lessor and Lessee hereby waive any rights each may
have against the other on account of any loss or damage  occasioned to Lessor or
Lessee,  as the case may be, or to the Premises or its  contents,  and which may
arise out of or incident to the perils  insured  against  under  Section  11.02,
which perils occur in, on or about the Premises,  whether due to the  negligence
of Lessor or Lessee or their agents,  contractors  and/or invitees.  The parties
shall obtain from their respective  insurance  companies insuring the property a
waiver of any right of  subrogation  which  said  insurance  companies  may have
against Lessor or Lessee as the case may be.

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11.04 Policies:  All insurance to be maintained by Lessee under this Lease shall
be  procured  from an  insurance  company  or  companies  rated "A" or better in
"Best's  Insurance  Guide" and authorized to do business in the State of Nevada,
and Lessee shall deliver to Lessor,  prior to taking  occupancy of the Premises,
copies of  insurance  binders  required to be  maintained  by Lessee  hereunder,
together with evidence of the payment of the premiums thereof. Insurance binders
shall name Lessor and all members  thereof as "Additional  Insured." The binders
evidencing  such  insurance  shall  provide  that they shall not be  canceled or
modified  except  after  thirty (30) days prior  written  notice of intention to
modify  or  cancel  has  been  given to  Lessor  and any  encumbrancer  named as
beneficiary  thereunder.  At lease ninety (90) days prior to the expiration date
of any policy to be  maintained  by Lessee  hereunder,  Lessee shall  deliver to
Lessor a renewal policy or "binder" therefor.

11.05 Lessee's  Indemnity:  To the fullest extent permitted by law, Lessee shall
defend,  indemnify  and  hold  harmless  Lessor,  its  agents  and  any  and all
affiliates of Lessor, including, without limitation, its members,  co-venturers,
corporations  or other  entities  controlling,  controlled  by or  under  common
control with Lessor,  from and against any and all claims or liabilities arising
either before or after the  Commencement  Date from Lessee's use or occupancy of
the  Premises,  the Building,  or from the conduct of its business,  or from any
activity,  work or thing  done,  permitted  or suffered by Lessee or its agents,
employees, invitees or licensees in or about the Premises, the Building, or from
any  default  in the  performance  of any  obligation  on  Lessee's  part  to be
performed  under  this  Lease,  or from any act or  negligence  of Lessee or its
agents,  employees,  visitors,  patrons,  guests, invitees or licensees. In case
Lessor, its agent or affiliates are made a party to any litigation  commenced by
or against Lessee (relating to Lessee's use and occupancy of the Premises), then
Lessee shall protect and hold Lessor harmless and shall pay all costs,  expenses
and  attorneys'  fees  incurred  or  paid  by  Lessor  in  connection  with  the
litigation. Lessor may, at its option, require Lessee to assume Lessor's defense
in any action covered by this Section through counsel satisfactory to Lessor.

11.06  Lessor's  Non-Liability:  Lessor  shall  not be  liable  to  Lessee,  its
employees,  agents and invitees,  and Lessee  hereby  waives all claims  against
Lessor for loss of or damage to any  property,  or any injury to any person,  or
loss or interruption of business or income,  resulting from, but not limited to,
fire, explosion,  falling plaster, steam, gas, electricity,  water or rain which
may leak or flow  from or into any part of the  Premises  or from the  breakage,
leakage,  obstruction  or  other  defects  of  the  pipes,  sprinklers,   wires,
appliances,  plumbing,  air conditioning,  electrical works or other fixtures in
the Building,  whether the damage or injury results from  conditions  arising in
the Premises or in other portions of the Building,  unless  Lessor,  its agents,
invitees and/or  employees  cause such loss,  damage or injury through their own
negligence or willful misconduct.  Neither Lessor nor its agents shall be liable
for interference with light or other similar intangible interests.  Lessee shall
immediately  notify  Lessor in case of fire or  accident  in the  Premises,  the
Building and of defects in any improvements or equipment.

ARTICLE 12        DAMAGE OR DESTRUCTION

12.01 Restoration:

                  a.  If the  Building  of  which  the  Premises  are a part  is
damaged,  Lessor shall repair that damage as soon as reasonably possible, at its
expense,  unless: (i) Lessor reasonably determines that the cost of repair would
exceed  ten  percent  (10%)  of  the  full  replacement  cost  of  the  Building
("Replacement Cost") and the damage is not covered by Lessor's fire and extended
coverage  insurance (or by normal extended coverage policy should Lessor fail to
carry that  insurance);  or (ii) Lessor  reasonably  determines that the cost of
repair would exceed twenty-five  percent (25%) of the Replacement Cost; or (iii)
Lessor  reasonably  determines  that the cost of repair would exceed ten percent
(10%) of the Replacement Cost and the damage occurs during the final twelve (12)
months of the Initial  Term, as it may have been  extended.  Should Lessor elect
not to repair the  damage  for one of the  preceding  reasons,  Lessor  shall so
notify Lessee in writing within sixty (60) days after the damage occurs and this
Lease shall terminate as of the date of that notice.

                  b. Unless Lessor elects to terminate  this Lease in accordance
with subsection "a" above, this Lease shall continue in effect for the remainder
of the Initial Term, as it may have been  extended;  provided that if the damage
is so extensive as to reasonably prevent Lessee's  substantial use and enjoyment
of the Premises for more than six (6) months, then Lessee may elect to terminate
this Lease by written  notice to Lessor  within the sixty (60) day period stated
in subsection "a".

                  c.  Commencing on the date of any damage to the Building,  and
ending on the date the damage is repaired or this Lease is terminated, whichever
occurs first, the rental to be paid under this Lease shall be abated in the same
proportion that the floor area of the Premises that is rendered  unusable by the
damage from time to time bears to the total floor area of the  Premises.  Lessee
further agrees that if there is a fire and the building burns down,  provided it
is not the fault of the Lessee,  its invitees or agents; and half or more of the
building is not usable Lessor will notify Lessee of the time required for repair
as  reasonably  determined  by Lessor,  and if the time  exceeds  six months the
Lessee will have the right to cancel the lease.

                  d.  Notwithstanding the provisions of subsections "a", "b" and
"c" of this  Section,  the cost of any  repairs  shall be borne by  Lessee,  and
Lessee shall not be entitled to rental  abatement or  termination  rights if the
damage is due to the fault or  neglect of Lessee or its  employees,  subtenants,
invitees or representatives.  In addition,  the provisions of this Section shall
not be deemed to require  Lessor to repair any  improvements  or  fixtures  that
Lessee is obligated to repair or insure pursuant to any other provisions of this
Lease.  Lessee  will have  liability  for  repairs  unless  Lessor,  its agents,
invitees  and/or  employees  cause such damage  through their own  negligence or
willful misconduct or by such act of God.

ARTICLE 13        EMINENT DOMAIN

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

13.02 Temporary Taking: No temporary taking of the Premises shall terminate this
Lease or give Lessee any right to abatement of rent, and any award  specifically
attributable  to a temporary  taking of the Premises  shall  belong  entirely to
Lessee.  A  temporary  taking  shall  be  deemed  to be a  taking  of the use or
occupancy of the Premises for a period not to exceed ninety (90) days.

13.03  Taking  of  Parking  Area:  In the event  there  shall be a taking of the
Parking Area such that Lessor can no longer provide sufficient parking to comply
with this  lease,  Lessor  may  substitute  reasonably  equivalent  parking in a
location reasonably close to the Building; provided that if Lessor fails to make
that substitution within ninety (90) days following the taking and if the taking
materially impairs Lessee's use and enjoyment of the Premise, Lessee may, at its
option,  terminate this Lease by written notice to Lessor,  and such termination
shall be effective thirty (30) days after written notice of termination is given
by Lessee.  If this Lease is not so terminated by Lessee within thirty (30) days
after this  taking,  there  shall be no  abatement  of rent and this Lease shall
continue in effect.

ARTICLE 14        SUBORDINATION; ESTOPPEL CERTIFICATE

14.01  Subordination:

                  a. This Lease shall be subordinate to all ground or underlying
leases,  mortgages,  deeds of trust and conditions,  covenants and restrictions,
reciprocal  easements and rights of way, if any, which may hereafter  affect the
Premises, and to all renewals, modifications,  consolidations,  replacements and
extensions  thereof;  provided,  that so long as Lessee is not in default  under
this Lease,  this Lease shall not be terminated or Lessee's  quiet  enjoyment of
the  Premises  disturbed  in the  event of  termination  of any such  ground  or
underlying  lease,  or the foreclosure of any such mortgage or deed of trust, to
which Lessee has subordinated this Lease pursuant to this Section.  In the event
of a termination or foreclosure, Lessee shall become a tenant of and attorney to
the  successor-in-interest  to Lessor upon the same terms and  conditions as are
contained in this Lease, and shall execute any instrument reasonably required by
Lessor's successor for that purpose.  Lessee shall also, upon written request of
Lessor, execute and deliver all instruments as may be required from time to time
to subordinate the rights of Lessee under this Lease to any ground or underlying
lease  or to the lien of any  mortgage  or deed of  trust,  or if  requested  by
Lessor,  to subordinate,  in whole or in part, any ground or underlying lease or
the lien of any mortgage or deed of trust to this Lease.

                  b. Failure of Lessee to execute any  statements or instruments
necessary or desirable to effectuate  the  provisions of this Article within ten
(10) days after written request by Lessor, shall constitute a default under this
Lease.  In that event,  Lessor,  in addition to any other  rights or remedies it
might have, shall have the right, by written notice to Lessee, to terminate this
Lease as of a date not less than  twenty  (20) days  after the date of  Lessor's
notice. Lessor's election to terminate shall not relieve Lessee of any liability
for its default.

14.02  Estoppel Certificate:

                  a.  Lessee  shall,  at any time upon not less than twenty (20)
days' prior  written  notice from Lessor,  execute,  acknowledge  and deliver to
Lessor, in any form that Lessor may reasonably require, a statement,  in writing
(i)  certifying  that this Lease is unmodified and in full force and effect (or,
if modified,  stating the nature of the  modification  and certifying  that this
Lease is  unmodified  and in full force and  effect)  and the dates to which the
rental, additional rent and other charges have been paid in advance, if any, and
(ii) acknowledging that, to Lessee's knowledge, there are no uncured defaults on
the part of Lessor,  or  specifying  each default if any are claimed,  and (iii)
setting  forth all  further  information  that  Lessor may  reasonably  require.
Lessee's  statement  may  be  relied  upon  by  any  prospective   purchaser  or
encumbrancer of all or any portion of the Building.

                  b. Lessee's  failure to deliver any estoppel  statement within
the provided time shall be conclusive upon 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 rental has been paid in advance.

ARTICLE 15        DEFAULTS AND REMEDIES

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

         a. The abandonment of the Premises by Lessee. Abandonment is defined to
include,  but not limited to, any  absence by Lessee from the  Premises  for ten
(10) days or longer.

         b. The failure by Lessee to make any payment of rent or additional rent
required to be made by Lessee,  as and when due, where the failure continues for
a period of ten (10) days after the date such  payment was due.  For

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<PAGE>
purposes of these default and remedies  provisions,  the term "additional  rent"
shall be deemed to include all amounts of any type  whatsoever,  other than Base
Rent, to be paid by Lessee pursuant to the terms of this Lease.

         c. Assignment,  sublease, encumbrance or other transfer of the Lease by
Lessee,  either  voluntarily  or by  operation  of  law,  whether  by  judgment,
execution  transfer by intestacy or testacy,  or other means,  without the prior
written consent of Lessor.

         d. The  discovery by Lessor that any  financial  statement  provided by
Lessee,  or by any  affiliate,  successor or guarantor of Lessee was  materially
false or misleading.

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

         f. (i) The making by Lessee of any general  assignment  for the benefit
of creditors;  (ii) the filing by or against Lessee of a petition to have Lessee
adjudged  a  Chapter  7  debtor  under  the  Bankruptcy  Code or to  have  debts
discharged  or a  petition  for  reorganization  or  arrangement  under  any law
relating to bankruptcy  (unless, in the case of a petition filed against Lessee,
the same is  dismissed  within  sixty (60)  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, if possession is
not restored to Lessee within thirty (30) days; (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  where  the  seizure  is not
discharged  within thirty (30) days;  or (v) Lessee's  convening of a meeting of
its creditors for the purpose of effecting a moratorium  upon or  composition of
its debts.  Lessor shall not be deemed to have knowledge of any event  described
in this subsection  unless  notification  in writing is received by Lessor,  nor
shall there be any presumption attributable to Lessor of Lessee's insolvency. In
the event that any provision of this  subsection is contrary to applicable  law,
the provision shall be of no force or effect.

15.02 Lessor's Remedies: On the occurrence of any default by Lessee, Lessor may,
at any time  thereafter,  with or without notice or demand and without  limiting
Lessor in the exercise of any right or remedy which Lessor may have:

         a. Terminate Lessee's right to possession of the Premises by any lawful
means,  in which case this Lease shall  terminate  and Lessee shall  immediately
surrender  possession of the Premises to Lessor. In such event,  Lessor shall be
entitled  to recover  from  Lessee all  damages  incurred by Lessor by reason of
Lessee's default, including (i) the worth at the time of the award of the unpaid
Base Rent,  additional  rent and other charges which had been earned at the time
of the  termination;  (ii) the worth at the time of the  award of the  amount by
which the unpaid Base Rent,  additional  rent and other charges which would have
been earned after  termination until the time of the award exceeds the amount of
such rental  loss that Lessor  proves  could not have been  reasonably  avoided;
(iii) the worth at the time of the award of the amount by which the unpaid  Base
Rent,  additional  rent and other  charges which would have been paid for by the
balance of the term after the time of award  exceeds  the amount of such  rental
loss that Lessor  proves could not have been  reasonably  avoided;  and (iv) any
other amount  necessary to compensate  Lessor for all the detriment  proximately
caused by Lessee's  failure to perform its obligations  under the Lease or which
in the ordinary course of things would be likely to result therefrom, including,
but not limited to, any costs or expenses  incurred by Lessor in  maintaining or
preserving the Premises after such default, the cost of recovering possession of
the  Premises,   expenses  of  reletting,   including  necessary  renovation  or
alteration  of the Premises,  Lessor's  reasonable  attorneys'  fees incurred in
connection therewith, and any real estate commission paid or payable. As used in
subparts  "(i)"  and  "(ii)"  above,  the  "worth  at the time of the  award" is
computed by allowing  interest on unpaid amounts at the rate of fifteen  percent
(15%) per annum,  or such lesser amount as may be then the maximum  lawful rate.
As used in  subpart  "(iii)"  above,  the  "worth  at the time of the  award" is
computing by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award, plus one percent (1%). If Lessee
shall have abandoned the Premises,  Lessor shall have the option of (i) retaking
possession of the Premises and  recovering  from Lessee the amount  specified in
this Section 15.02a, or (ii) proceeding under Section 15.02b.

         b.  Maintain  Lessee's  right to  possession,  in which case this Lease
shall  continue  in effect  whether  or not  Lessee  shall  have  abandoned  the
Premises.  In such  event,  Lessor  shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

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

15.03 Repayment of "Free" Rent: 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 Lessee  has  fully,  faithfully  and  punctually  performed  all of
Lessee's  obligations  hereunder,  including the payment of all rent (other than
Abated  Rent)  and all  other  monetary  obligations  and the  surrender  of the
property in the physical condition required by this Lease.  Lessee  acknowledges
that its right to receive  credit for the Abated Rent is absolutely  conditioned
upon Lessee's full,  faithful and punctual  performance of its obligations under
this Lease.  If Lessee  defaults and does not cure within any  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 other
rent concession. In such case, Abated Rent shall be calculated based on the full
initial rent payable under this Lease.

15.04 Cumulative  Remedies:  Lessor's  exercise of any right or remedy shall not
prevent it from exercising any other right or remedy.  

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<PAGE>
15.05  Late  Payments:  Any rent due under this Lease that is not paid to Lessor
within ten (10) days of the date when due shall bear  interest  fifteen  percent
(10%) per annum from the date due until  fully  paid.  The  payment of  interest
shall not cure any  default by Lessee  under this  Lease.  In  addition,  Lessee
acknowledges  that the late  payment  by Lessee to Lessor,  of rent,  will cause
Lessor to incur costs not  contemplated by this Lease, the exact amount of which
will be  extremely  difficult  and  impractical  to  ascertain.  Those costs may
include,  but are not  limited to,  administrative,  processing  and  accounting
charges,  and late  charges  which may be  imposed on Lessor by the terms of any
ground lease, mortgage or trust deed covering the Premises.  Accordingly, if any
rent due from Lessee shall not be received by Lessor or Lessor's designee within
ten (10) days after the date due,  then Lessee shall pay to Lessor,  in addition
to the interest provided above, a late charge in the amount of ten percent (10%)
of each  delinquent  payment.  Acceptance  of a late charge by Lessor  shall not
constitute a waiver of Lessee's default with respect to the overdue amount,  nor
shall it prevent Lessor from exercising any of its other rights and remedies.

15.06 Right of Lessor to Perform:  All covenants and  agreements to be performed
by Lessee under this Lease shall be performed at Lessee's  sole cost and expense
and without any  abatement  of rent or right of set off. If Lessee  fails to pay
any sum of money, other than rent, or fails to perform any other act on its part
to be  performed  under  this  Lease,  and  the  failure  continues  beyond  any
applicable  grace  period set forth in Section  15.01,  then in  addition to any
other  available  remedies,  Lessor  may, at its  election,  make the payment or
perform the other act on Lessee's part. Lessor's election to make the payment or
perform the act on Lessee's  part shall not give rise to any  responsibility  of
Lessor to continue making the same or similar payments or performing the same or
similar acts. Lessee shall, promptly upon demand by Lessor, reimburse Lessor for
all sums  paid by Lessor  and all  necessary  incidental  costs,  together  with
interest at the maximum  rate  permitted  by law from the date of the payment by
Lessor.  Lessor  shall have the same rights and  remedies if Lessee fails to pay
those  amounts  as Lessor  would have in the event of a default by Lessee in the
payment of rent.

15.07  Default  by  Lessor:  Lessor  shall not be deemed to be in default in the
performance of any obligation under this Lease unless,  and until, it has failed
to perform the obligation within thirty (30) days after written notice by Lessee
to Lessor  specifying in reasonable detail the nature and extent of the failure;
provided,  however,  that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for its performance, then Lessor shall not be
deemed to be in default if it commences  performance  within the thirty (30) day
period and thereafter diligently pursues the cure to completion.

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

ARTICLE 16        END OF TERM

16.01 Holding Over: This Lease shall  terminate  without further notice upon the
expiration  of the Term  (herein  "Expiration  Date"),  and any holding  over by
Lessee after the Expiration  Date shall not constitute a renewal or extension of
this Lease, or give Lessee any rights under this Lease,  except when in writing,
signed by both parties. If Lessee holds over for any period after the Expiration
(or earlier termination) of the Term, Lessor may, at its option, treat Lessee as
a tenant at  sufferance  only,  commencing  on the first (1st) day following the
termination of this Lease and subject to all of the terms of this Lease,  except
that the monthly rental shall be one hundred fifty percent (150%) of the greater
of (a) the total monthly rental for the month immediately  preceding the date of
termination,  or (b) the then currently  scheduled rent for comparable  space in
the Building.  If Lessee fails to surrender the Premises upon the  expiration of
this Lease despite  demand to do so by Lessor,  Lessee shall  indemnify and hold
Lessor harmless from all loss or liability,  including,  without limitation, any
claims made by any  succeeding  tenant  relating to such  failure to  surrender.
Acceptance  by  Lessor of rent  after the  termination  shall not  constitute  a
consent  to a  holdover  or result in a renewal  of this  Lease.  The  foregoing
provisions of this Section are in addition to, and do not affect, Lessor's right
of re-entry or any other rights of Lessor under this Lease or at law.

16.02 Merger on  Termination:  The voluntary or other surrender of this Lease by
Lessee, or mutual termination of this Lease, shall terminate any or all existing
subleases unless Lessor, at its option, elects in writing to treat the surrender
or  termination  as an assignment  to it of any or all  subleases  affecting the
Premises.

16.03 Surrender of Premises:  Removal of Property:  Upon the Expiration Date, or
upon any earlier  termination  of this Lease,  Lessee  shall quit and  surrender
possession  of the Premises to Lessor in as good order,  condition and repair as
when  received or as hereafter  may be improved by Lessor or Lessee,  reasonable
wear and tear and repairs,  which are Lessor's  obligation  excepted,  and shall
without  expense to Lessor,  remove or cause to be removed from the Premises all
personal  property  and debris,  except for any items that Lessor may by written
authorization  allow to remain.  Lessee  shall repair all damage to the Premises
resulting from the removal,  which repair shall include the patching and filling
of holes and repair of structural damage, provided that Lessor may instead elect
to repair any  structural  damage at Lessee's  expense.  If Lessee shall fail to
comply with the provisions of this Section, Lessor may effect the removal and/or
make any repairs, and

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the cost to Lessor shall be  additional  rent payable by Lessee upon demand.  If
requested by Lessor, Lessee shall execute,  acknowledge and deliver to Lessor an
instrument in writing releasing and quitclaiming to Lessor, all right, title and
interest of Lessee in the Premises.

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

ARTICLE 17        PAYMENTS AND NOTICES

         All sums payable by Lessee to Lessor shall be paid,  without  deduction
or offset,  in lawful  money of the United  States to Lessor at its  address set
forth in Section 1.08 of the Basic Lease Terms,  or at any other place as Lessor
may designate in writing. Unless this Lease expressly provides otherwise, as for
example in the payment of rent pursuant to Section 4.01,  all payments  shall be
due and  payable  within  five (5) days after  demand.  All  payments  requiring
proration  shall be prorated on the basis of a thirty (30) day month and a three
hundred sixty (360) day year. Any notice, election, demand, consent, approval or
other  communication  to be given,  or other  document to be delivered by either
party to the other,  may be delivered in person to an officer or duly authorized
representative  of the other party,  or may be  deposited  in the United  States
mail, duly registered or certified,  postage prepaid,  return receipt requested,
and addressed to the other party at the address set forth in Section 1.08 of the
Basic  Lease  Terms,  or if to Lessee,  at that  address,  or from and after the
Commencement  Date,  at the Premises  (whether or not Lessee has departed  from,
abandoned or vacated the  Premises).  Either party may, by written notice to the
other,  served in the manner  provided  in this  Article,  designate a different
address.  If any notice or other  document  is sent by mail,  it shall be deemed
served or delivered  upon actual  receipt or refusal  thereof.  If more than one
Lessee is named  under this  Lease,  service of any notice  upon any one of them
shall be deemed as service upon all of them.

ARTICLE 18        LIMITATION OF LIABILITY

         In consideration of the benefits accruing hereunder, Lessee agrees that
in the event of any actual or alleged  failure,  breach or default of this Lease
by Lessor:  (i) the sole and  exclusive  remedy shall be against  Lessor and its
assets - Lessor's liability shall be limited to its interest in the Center; (ii)
no  member  of  Lessor  shall be sued or named as a party in any suit or  action
(except as may be necessary  to secure  jurisdiction  of the  Lessor);  (iii) no
service of process shall be made against any member of Lessor  (except as may be
necessary to secure jurisdiction of the Lessor);  (iv) no member of Lessor shall
be required  to answer or  otherwise  plead to any  service of  process;  (v) no
judgment  may be taken  against any member of Lessor;  (vi) any  judgment  taken
against  any member of Lessor may be vacated  and set aside at any time  without
hearing;  (vii) no writ of execution  will ever be levied  against the assets of
any member of Lessor;  and (viii) these covenants and agreements are enforceable
both by Lessor and also by any member of Lessor.  Lessee agrees that each of the
foregoing  provisions  shall be applicable  to any covenant or agreement  either
expressly contained in this Lease or imposed by statute or at common law.

ARTICLE 19        BROKER'S COMMISSION

         The parties  recognize as the broker(s) who negotiated this Lease,  the
firm(s),  if any,  whose name(s) is (are) stated Section 1.09 of the Basic Lease
Terms,  and agree  that the party  designated  in  Section  1.09 shall be solely
responsible  for the payment of brokerage  commissions to those  broker(s),  and
that the other party shall have no  responsibility  for the  commissions  unless
otherwise  provided in this Lease.  Lessee  warrants that it has had no dealings
with any other real estate broker or agent in connection with the negotiation of
this Lease,  and Lessee  agrees to indemnify  and hold Lessor  harmless from any
cost,  expense  or  liability  (including  reasonable  attorneys'  fees) for any
compensation,  commissions or charges claimed by any other real estate broker or
agent  employed or claiming to represent  or to have been  employed by Lessee in
connection  with the  negotiation of this Lease.  The foregoing  agreement shall
survive the Expiration or earlier  termination of this Lease. If Lessee fails to
take possession of the Premises or if this Lease otherwise  terminates  prior to
the Expiration Date, Lessor shall be entitled to recover the unamortized portion
of any brokerage commission funded by Lessor in addition to any other damages to
which Lessor may be entitled.

ARTICLE 20        TRANSFER OF LESSOR'S INTEREST

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

ARTICLE 21        INTERPRETATION

21.01 Gender and Number:  Whenever the context of this Lease requires, the words
"Lessor" and "Lessee"  shall  include the plural and well as the  singular,  and
words used in neuter, masculine or feminine genders shall include the others.

                                       15
<PAGE>
21.02  Headings:  The captions and headings of the Articles and Sections of this
Lease are for convenience  only, and are not a part of this Lease and shall have
no effect upon its construction or interpretation.

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

21.04  Successors:  Subject to  Articles  10 and 20, all rights and  liabilities
given to or  imposed  upon  Lessor  and  Lessee  shall  extend to and bind their
respective heirs,  executors,  administrators,  successors and assigns.  Nothing
contained in this Section is intended,  or shall be  construed,  to grant to any
person other than Lessor and Lessee and their  successors and assigns any rights
or remedies under this Lease.

21.05 Time of Essence: Time is of the essence with respect to the performance of
every provision of this Lease, in which time of performance is a factor.

21.06  Severability:  If any term or provision of this Lease,  [the  deletion of
which would not adversely  affect the receipt of any material  benefit by either
party or the deletion of which is consented to by the party adversely affected],
shall be held  invalid or  unenforceable  to any extent,  the  remainder of this
Lease shall not be affected  and each term and  provision of this Lease shall be
valid and enforceable to the fullest extent permitted by law.

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

21.08  Covenants and  Conditions:  All of the  provisions of this Lease shall be
construed to be conditions as well as covenants as though the words specifically
expressing  or imparting  covenants  and  conditions  were used in each separate
provision.

21.09 Counterparts: This Lease may be executed in one or more counterparts, each
of which  shall be deemed an  original,  but all of which taken  together  shall
constitute one and the same instrument.

21.10 All  indemnities  set forth in this Lease shall survive the  expiration or
earlier termination of this Lease.

21.11  Attachments:  In  addition  to all of the  exhibits  referred  to  above,
attached are the following documents which also constitute a part of this Lease:
Utilities Information Form and Center Signage Guidelines.


LESSOR:           SPENCER AIRPORT CENTER LLC
         By:      Its Members

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


By:____________________________
Michael Noulas
Second Vice President, Real Estate

NEVADA REAL ESTATE GROUP, LLC, a Nevada limited liability company


By:____________________________
Bradford H. Miller, Manager


By:____________________________
Lee W. Phelps, Manager

LESSEE:

                           By:_____________________________________________
                                  Robert E. Huggins
                Senior Vice President and Chief Financial Officer

                           By:_____________________________________________
                                 Malcolm M. Davenport, V
                                 Secretary


If Lessee shall be a corporation,  then authorized  officers must sign on behalf
of the  corporation.  The  Lease  must  be  executed  by the  President  or Vice
President  and the  Secretary  or  Secretary/Treasurer,  unless the By-Laws or a
Resolution of the Board of Directors  shall otherwise  provide,  in which event,
the By-Laws, or a certified copy of the Resolution,  as the case may be, must be
furnished. Also, the appropriate corporate seal must be affixed.

                                       16


                                       
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At this point in the  original  lease  document,  the  following  documenys  are
attached;

1-Schematics of the property

2-Check from Spinteknology to Spencer Aircraft Center, LLC for $98,302.12

3-Certificate of Liability Insurance

4-Lessor's Requirements

5-Utilities Information