<PAGE>   1
                                                               EXHIBIT 10.25

                                      LEASE

                             SUMMARY OF BASIC TERMS


A.      LEASE DATE:      2/14/95


B.      LANDLORD: Metropolitan Life Insurance Company, a New York corporation

C.      TENANT:          Decision Servcom, Inc., a Delaware corporation

D.      TRADE NAME (if any): None

E.      GUARANTOR (if any):  None

F.      PREMISES (Section 1.1, Exhibit A): Approximately 60,000 rentable square
        feet, of Building D (the "Building") of Washington Business Park, which
        Building is known as 5330 East Washington Street, located in the City of
        Phoenix, County of Maricopa, State of Arizona, more particularly
        described on Exhibit A attached hereto.

        Project: The Building, other buildings, landscaping, parking spaces,
        roadways and walkways on the land commonly known as Washington Business
        Park, Phoenix, Arizona, which Project is more particularly described in
        Exhibit B attached hereto.

G.      Parking Spaces (Section 1.3): 1 Parking Space per 600 Rentable Square
        Feet, 16 of which shall be for Tenant's exclusive use, and the remainder
        for Tenant's nonexclusive use.

H.      TERM (Section 2.1):

                  Projected Commencement Date:

                  Expiration Date: The last day of the seventy second (72th)
                                   month period which begins on the Commencement
                                   Date.

I.      BASE MONTHLY RENT WITH ADJUSTMENT DATES (Section 3.1):

<TABLE>
<CAPTION>
                  Month            Base Monthly Rent/Month
                  -----            -----------------------
                 <S>              <C>
                  1                $25,200.00
                  2-4              Free
                  5-24             $25,200.00
                  25-48            $28,800.00
                  49-72            $31,800.00
</TABLE>

                  Advance Rent paid upon Tenant's execution: $25,200 plus rental
                  tax

J.      PERMITTED USE (Section 4.1): Subject to the prohibition of Hazardous
        Materials and other limitations and provisions of Article 4: general
        office, warehousing, repair of computer systems.

K.      ADDRESS FOR NOTICES (Article 23):

   To Landlord:                             With Copies To:

   Metropolitan Life Insurance Company      Metropolitan Life Insurance Company
   101 Lincoln Centre Drive, Suite 600      333 South Hope Street, Suite 2950
   Foster City, CA 94404                    Los Angeles, CA 90071
   Attn:     Vice President                 Attn:    Assistant Vice President
             Real Estate Investments                 Real Estate Investments

   To Tenant:                               With Copies To:

   Decision Servcom, Inc.                   Decision Servcom, Inc.
   One Progress Avenue                      One Progress Avenue
   Horsham, PA 19044                        Horsham, PA 19044
   Attn: Richard A. Newton                  Attn: Law Department


                                     - i -
<PAGE>   2
L.      TAXES AND OPERATING COSTS (Section 3.4):

            Rentable Area of Premises: approximately 60,000 rentable square feet

            Tenant's Building Share:  66.3%

            Tenant's Project Share:  43.5%

M.      SECURITY DEPOSIT (Article 24): $31,800

N.      BROKER(S) (Article 25): CB Commercial Real Estate Group, Inc. and Grubb
        & Ellis Company


        The provisions of the Lease identified above in parentheses are those
provisions making reference to above-described Basic Terms. Each such reference
in the Lease shall incorporate the applicable Basic Terms. In the event of any
conflict between the Summary of Basic Terms and the Lease, the latter shall
control.

TENANT                                    LANDLORD

Decision Servcom, Inc.                    Metropolitan Life Insurance Company,
a Delaware corporation                    a New York corporation


By: /s/ E.W. Buckley                      By: /s/ Illegible Signature
   --------------------------------          ----------------------------------
Print Name:                               Print Name:
           ------------------------                  --------------------------
Its:                                      Its:
    -------------------------------           ---------------------------------



By:
   --------------------------------
Print Name:
           ------------------------
Its:
    -------------------------------

                                     - ii -
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                             <C>
SUMMARY OF BASIC TERMS ........................................................................    i

TABLE OF CONTENTS .............................................................................  iii

ARTICLE 1 - PREMISES/COMMON AREAS/PARKING .....................................................    1
        Section 1.1 - Premises ................................................................    1
        Section 1.2 - Common Areas ............................................................    1
        Section 1.3 - Parking .................................................................    2

ARTICLE 2 - TERM/"AS IS" CONDITION OF PREMISES ................................................    2
        Section 2.1 - Term ....................................................................    2
        Section 2.2 - Acceptance by Tenant; "AS IS" Nature of Premises ........................    3

ARTICLE 3 - RENT, BASE MONTHLY RENT; TAXES, BUILDING COSTS AND PROJECT COSTS ..................    3
        Section 3.1 - Rent ....................................................................    3
        Section 3.2 - Base Monthly Rent .......................................................    3
        Section 3.3 - Intentionally Deleted ...................................................    3
        Section 3.4 - Taxes, Building Costs and Project Costs .................................    3
        Section 3.5 - Additional Taxes ........................................................    6
        Section 3.6 - Late Payments: Charges; Interest; Default Rate ..........................    7
        Section 3.7 - Consideration ...........................................................    7
        Section 3.8 - Time and Manner of Payment in General ...................................    7

ARTICLE 4 - USE AND OCCUPANCY .................................................................    7
        Section 4.1 - Permitted Use ...........................................................    7
        Section 4.2 - Compliance with Law .....................................................    8
        Section 4.3 - Compliance with Insurance Requirements ..................................    8
        Section 4.4 - Certificates of Occupancy ...............................................    8
        Section 4.5 - Life-Safety Systems .....................................................    8
        Section 4.6 - Prohibited Uses .........................................................    9
        Section 4.7 - Definition of Hazardous Material ........................................    9
        Section 4.8 - Tenant's Obligations .....................................................    9
        Section 4.9 - Landlord's Exculpation ..................................................   11
        Section 4.10 - Right of Contribution ..................................................   11
        Section 4.11 - Monitoring .............................................................   11
        Section 4.12 - Abatement Activities ...................................................   11
        Section 4.13 - Effect on Proposed Assignments and Sublets .............................   12

ARTICLE 5 - ASSIGNMENT/SUBLETTING/MORTGAGE ....................................................   12
        Section 5.1 - Prohibition; Definitions ................................................   12
        Section 5.2 - Assignments or Subleases Subject to Landlord's Prior Written Consent ....   12
        Section 5.3 - Share of Proceeds of Assignment or Sublease .............................   13
        Section 5.4 - Landlord Options to Terminate Lease .....................................   14

ARTICLE 6 - ALTERATIONS .......................................................................   14
        Section 6.1 - Alterations .............................................................   14
        Section 6.2 - Mechanics' Liens ........................................................   15
        Section 6.3 - Alterations as Landlord's Property ......................................   15
        Section 6.4 - Indemnification .........................................................   15
        Section 6.5 - Survival ................................................................   15

ARTICLE 7 - REPAIRS ...........................................................................   16
        Section 7.1 - Tenant's Obligations/Procedures .........................................   16
        Section 7.2 - Landlord's Obligations and Rights .......................................   16
        Section 7.3 - Statutory Waivers .......................................................   17
        Section 7.4 - No Liability of Landlord ................................................   17

ARTICLE 8 - SUBORDINATION/PROTECTION OF LENDERS ...............................................   17
        Section 8.1 - Subordination ...........................................................   17
        Section 8.2 - Attornment to Successor .................................................   17
        Section 8.3 - Lender's Right to Cure ..................................................   18
        Section 8.4 - Tenant's Financial Statements ...........................................   18
        Section 8.5 - Lease Modifications .....................................................   18
</TABLE>


                                    - iii -
<PAGE>   4
<TABLE>
<S>                                                                                             <C>
ARTICLE 9 - LIABILITY/INDEMNIFICATION .........................................................   18
         Section 9.1 - Landlord's Exculpation and Limited Liability ...........................   18
         Section 9.2 - Tenant's Liability, Indemnification and Hold Harmless ..................   18
         Section 9.3 - Survival and Conflicts with other Indemnity Provisions .................   19

ARTICLE 10 - DAMAGE/DESTRUCTION ...............................................................   19
         Section 10.1 - Destruction and Repair ................................................   19
         Section 10.2 - 180 Day and 60 Day Repair Criteria ....................................   19
         Section 10.3 - Lack of Insurance Proceeds ............................................   20
         Section 10.4 - No Release of Liability ...............................................   20
         Section 10.5 - Tenant's Negligence ...................................................   20
         Section 10.6 - Express Agreement Re Damage and Destruction ...........................   20

ARTICLE 11 - EMINENT DOMAIN ...................................................................   20
         Section 11.1 - Partial or Total Taking ...............................................   20
         Section 11.2 - Award .................................................................   20
         Section 11.3 - Sale to Condemning Authority ..........................................   21
         Section 11.4 - Proration/Abatement of Base Monthly Rent ..............................   21
         Section 11.5 - Temporary Taking ......................................................   21

ARTICLE 12 - UTILITIES ........................................................................   21
         Section 12.1 - Utilities .............................................................   21

ARTICLE 13 - LANDLORD'S RIGHT OF ENTRY ........................................................   21

ARTICLE 14 - TENANT'S INSURANCE ...............................................................   22
         Section 14.1 - Tenant's Insurance ....................................................   22
         Section 14.2 - General Requirements of Tenant's Insurance ............................   22
         Section 14.3 - Waiver of Subrogation .................................................   23
         Section 14.4 - Landlord's Insurance ..................................................   23

ARTICLE  15 - INSOLVENCY OR BANKRUPTCY ........................................................   23
         Section 15.1 - Insolvency or Bankruptcy ..............................................   23
         Section 15.2 - Measure of Damages ....................................................   24
         Section 15.3 - Provision of Services and Assumption of Lease .........................   24

ARTICLE 16 - DEFAULT/REMEDIES .................................................................   24
         Section 16.1 - Events of Default .....................................................   24
         Section 16.2 - Remedies ..............................................................   25

ARTICLE 17 - LANDLORD'S RIGHT TO PERFORM ......................................................   26

ARTICLE 18 - END OF TERM ......................................................................   27
         Section 18.1 - Condition of Premises .................................................   27
         Section 18.2 - Holding Over ..........................................................   27
         Section 18.3 - Conditions of Termination .............................................   27

ARTICLE 19 - QUIET POSSESSION .................................................................   27

ARTICLE 20 - RULES AND REGULATIONS ............................................................   28

ARTICLE 21 - NO WAIVER/ENTIRE AGREEMENT/MODIFICATION ..........................................   28

ARTICLE 22 - LANDLORD'S DEFAULT/LIABILITY .....................................................   28
         Section 22.1 - Force Majeure .........................................................   28
         Section 22.2 - Notice/Right to Cure ..................................................   28
         Section 22.3 - Limitation of Landlord's Liability ....................................   28
         Section 22.4 - Sale by Landlord ......................................................   29

ARTICLE 23 - NOTICES ..........................................................................   29
         Section 23.1 - Notices To Tenant .....................................................   29
         Section 23.2 - Notices to Landlord ...................................................   29
         Section 23.3 - Time of Rendition of Notices ..........................................   29

ARTICLE 24 - SECURITY DEPOSIT .................................................................   29

ARTICLE 25 - BROKERAGE ........................................................................   30
</TABLE>


                                     - iv -
<PAGE>   5
<TABLE>
<S>                                                                                             <C>
ARTICLE 26 - MISCELLANEOUS ....................................................................   30
        Section 26.1 - Captions and Construction ..............................................   30
        Section 26.2 - Definitions ............................................................   30
        Section 26.3 - Successors and Assigns .................................................   30
        Section 26.4 - Landlord's Approval ....................................................   30
        Section 26.5 - Joint and Several Liability ............................................   30
        Section 26.6 - Governing Law ..........................................................   30
        Section 26.7 - Severability ...........................................................   31
        Section 26.8 - Security Systems .......................................................   31
        Section 26.9 - Time of the Essence ....................................................   31
        Section 26.10 - Recordation ...........................................................   31
        Section 26.11 - Change of Name ........................................................   31
        Section 26.12 - Estoppel Certificates .................................................   31
        Section 26.13 - Authority .............................................................   31
        Section 26.14 - Attorneys' Fees .......................................................   31
        Section 26.15 - Waiver of Trial By Jury ...............................................   32
        Section 26.16 - Substitution of Premises ..............................................   32
        Section 26.17 - Binding Effect ........................................................   32
        Section 26.18 - Exhibits and Addenda ..................................................   32
        Section 26.19 - Signs .................................................................   32
        Section 26.20 - No Merger .............................................................   32
        Section 26.21 - Acknowledgement of Waivers and Limitations ............................   32
        Section 26.22 - Tenant's Equipment and Personal Property ..............................   32

ARTICLE 27 - OPTION TO EXTEND .................................................................   32
        Section 27 - Option to Extend .........................................................   32
</TABLE>



                            LIST OF EXHIBITS/ADDENDA


EXHIBIT A - Premises
EXHIBIT B - Project Description
EXHIBIT C - Confirmation of Lease Term
EXHIBIT D - Work Letter and Construction Agreement
EXHIBIT E - Landlord's Work Letter
EXHIBIT F - Rules and Regulations
EXHIBIT G - Sign Program
EXHIBIT H - Form of Subordination, Non-disturbance and Attornment Agreement
EXHIBIT I - Landlord's Consent to Encumbrance of Equipment


                                     - v -
<PAGE>   6
                            GENERAL LEASE PROVISIONS


                    ARTICLE I - PREMISES/COMMON AREAS/PARKING

Section 1.1 - Premises

         Upon and subject to the terms, covenants and conditions hereinafter set
forth and all matters of record, Landlord hereby leases to Tenant and Tenant
hereby hires from Landlord the Premises comprising the area described in
Paragraph F of the Summary of Basic Terms, substantially as outlined on the
floor plan(s) that have been signed by Landlord and Tenant and that are attached
hereto as Exhibit A. The plan attached as Exhibit A is used solely for the
purpose of identifying or designating the Premises under the terms of this Lease
and any markings, measurements, dimensions, footages or notes of any kind
contained thereon have no bearing upon any of the terms, covenants, conditions,
provisions or agreement of this Lease and are not to be considered a part
thereof.

Section 1.2 - Common Areas

         1.2.1 Tenant shall have the right to the nonexclusive use of all areas
and facilities outside the Premises that are provided and designated by Landlord
from time to time for the general non-exclusive use of tenants at the Project,
and which are located (a) within the Building (herein called "Building Common
Areas"), and (b) outside the Building and outside other buildings designed for
occupancy by tenants (and constructed from time to time by Landlord), but within
the exterior boundary lines of the Project, including, without limitation,
parking areas, loading and unloading areas, roadways, walkways and landscaped
area (herein called "Project Common Areas"). The Building Common Areas (if any)
and the Project Common Areas collectively are sometimes herein called the
"Common Areas." Landlord shall at all times have the right to use such Common
Areas.

         1.2.2 Landlord shall maintain the Common Areas in a manner reasonably
comparable to the manner other properties similar in size, character and
location are maintained and operated by institutional owners. The manner in
which the Common Areas are operated and the expenditures therefor shall be at
the sole discretion of Landlord. The use of Common Areas shall be subject to the
Rules and Regulations (as defined in Article 20) and the provisions of any
covenants, conditions and restrictions affecting the Project, as Landlord shall
make from time to time, as further provided in Section 1.2.4 and Article 20.

         1.2.3 Exhibit A and Exhibit B show the approximate location of the
Premises, Common Areas and Project and are not meant to constitute an agreement
as to the specific location of the Premises, Common Areas or the elements
thereof or of the means of access to the Premises, Building or the Project.
Landlord hereby reserves the right, at any time and from time to time, as long
as reasonable access to the Premises and Building remains available, to (a) use
the Common Areas while engaged in making alterations in or additions or repairs
to the Project, and (b) close temporarily any of the Common Areas for
maintenance purposes. Tenant agrees that no diminution of light, air, or view by
any structure that may be erected in, about or outside the Project after the
date hereof shall entitle Tenant to any reduction of Base Monthly Rent or any
other Rent (as defined below) or result in any liability of Landlord to Tenant.

         1.2.4 Landlord reserves the right, from time to time, to grant such
easements, rights and dedications as Landlord deems necessary or desirable, and
to cause the recordation of parcel maps and covenants, conditions and
restrictions in addition to the covenants, conditions and restrictions existing
as of the Lease Date affecting the Project. Unless required by governmental
authorities, Landlord shall not exercise its rights under this Section 1.2.4 if
such easements, rights, dedications, maps and covenants, conditions and
restrictions unreasonably interfere with Tenant's use of the Premises. At
Landlord's request, Tenant shall promptly join in the execution of any of the
aforementioned documents. The Building and the Project may be known by any name
that Landlord may choose, which name may be changed from time to time in
Landlord's sole discretion.

         1.2.5 The rights of Tenant hereunder in and to the Common Areas shall
at all times be subject to the rights of Landlord specified under this Lease.
Tenant shall not use the Common Areas for its day-to-day business other than
using appropriately designated areas of the Common Areas for ingress and egress,
parking, or loading and unloading. Without limiting the generality of the
foregoing, storage, either permanent or temporary, of any materials, supplies,
equipment or refuse in the Common Areas is strictly prohibited. Should Tenant
violate this provision of the Lease, such violation shall be considered a
material violation of this lease and Landlord may, at its option after
reasonable written advance notice to Tenant, remove said materials, supplies or
equipment from the Common Areas and place such items in storage, the cost
thereof to be paid by Tenant to Landlord as additional Rent under this Lease
within ten (10) days after Tenant's receipt of a statement submitted by
Landlord. All subsequent costs in connection with the storage of said items
shall be paid to Landlord by Tenant as accrued. Tenant agrees that receiving and
shipping goods and merchandise and all removal of refuse shall be made only by
way of the designated loading areas immediately adjacent to and serving the
Premises. If, in the opinion of Landlord, unauthorized persons are using the
Common Areas by


                                     - 1 -
<PAGE>   7
reason of the presence of Tenant in the Premises, Tenant, upon demand of
Landlord, shall correct such situation by appropriate action or proceedings
against all such unauthorized persons. Nothing herein shall affect the right of
Landlord at any time to remove any such unauthorized persons from said areas or
to prevent the use of any of said areas by unauthorized persons.

Section 1.3 - Parking

         Tenant shall have the right for the benefit of Tenant and its
employees, customers and invitees to use of the number of "Parking Spaces" set
forth in Paragraph G of the Summary of Basic Terms on an unassigned, unreserved
basis for parking by vehicles no larger than full-sized passenger automobiles or
pick-up trucks on, and only on, those portions of the Project Common Areas
provided and designated by Landlord from time to time for parking. Tenant shall
not at any time park or permit the parking of motor vehicles, belonging to it or
to others, so as to interfere with the walkways, roadways, or loading areas, or
in any portion of the parking areas not designated by Landlord for such use by
Tenant.

                 ARTICLE 2 - TERM/"AS IS" CONDITION OF PREMISES

Section 2.1 - Term

         2.1.1 The term of this Lease (the "Term") shall commence upon the
Commencement Date. The "Commencement Date," shall be the earliest of (i) sixty
(60) days after the date possession of the Premises are made available to Tenant
or (ii) the date that a temporary certificate of occupancy (or its equivalent)
for the Tenant Improvements (as defined below) is issued by the City of Phoenix
or Landlord is provided with all documents or occupancy approvals (written or
oral) which are customarily given prior to the actual delivery of a temporary
certificate of occupancy or (iii) the date that Tenant, or any person occupying
any of the Premises with Tenant's permission, commences business operations from
the Premises. When the actual Commencement Date has occurred, Landlord and
Tenant shall execute a written memorandum in the form of Exhibit C to the Lease
confirming said actual Commencement Date, but the failure of either or both to
do so shall not affect the establishment of the Commencement Date. If Landlord
shall be unable to give possession of the Premises on the Projected Commencement
Date for any reason, any such delay resulting therefrom shall be deemed excused
and Landlord shall not be subject to any liability for the failure to give
possession on said date.

         2.1.2 Landlord hereby agrees that upon execution of the Lease by both
Tenant and Landlord, Landlord shall deliver possession of the Premises to Tenant
so that Tenant and its authorized agents, contractors, subcontractors and
employees may, during ordinary business hours, at Tenant's sole risk, enter upon
and use the Premises for the sole purposes of constructing and installing the
Tenant Improvements (as defined in the Work Letter) in the Premises pursuant to
the "Work Letter" (attached hereto as Exhibit D and incorporated herein by this
reference) and of installing Tenant's personal property in the Premises;
provided, however, that (i) all of the provisions of the Lease, other than with
respect to the payments of Base Monthly Rent, Tenant's Building Share of
Building Costs and Tenant's Project Share of Taxes and Project Costs, shall
apply during such early entry, (specifically including, but not limited to, the
provisions of Article 9 of the Lease relating to the indemnification of
Landlord, which indemnity obligations shall include any matter arising out of or
in connection with such entry and Tenant's performance and observance of, or
failure timely to perform and observe, its obligations under the Work Letter);
(ii) Tenant shall pay for and provide evidence of the insurance to be provided
by Tenant pursuant to the provisions of Article 14 of the Lease; (iii) such
entry shall not, in Landlord's opinion, jeopardize any insurance maintained in
connection with the Premises or Project; (iv) Tenant shall pay utility charges
and other charges in connection with such early entry reasonably allocated to
Tenant by Landlord; (v) all such construction and installations shall be
performed by a licensed contractor approved in advance by Landlord, at Tenant's
sole expense, in compliance with all applicable laws and covenants, conditions
and restrictions of record, in accordance with the Work Letter and, furthermore,
the work shall be done in a good and workmanlike manner conforming in quality
and design with the Premises; (vi) all Tenant Improvements constructed or
installed in the Premises shall immediately become and remain the property of
Landlord; (vii) all Tenant's personal property installed by Tenant shall be and
remain the property of Tenant upon installation and Tenant shall, subject to
Article 7 of the Lease, upon the termination of this Lease, at Tenant's expense,
remove any Tenant's personal property installed by Tenant and return the
Premises to its condition as of the execution of this Lease, normal wear and
tear and damage caused by casualty (subject to the other provisions of the
Lease) excepted; and (viii) Tenant, its agents, contractors or subcontractors in
the construction of the Tenant Improvements will not cause any labor
difficulties for Landlord, its agents, contractors or subcontractors. Tenant
shall not use the Premises to commence the conduct or operation of its business
during the period of such early entry.

         2.1.3 Landlord shall perform the work and make the installations in the
Premises and the Project substantially as set forth in "Landlord's Work Letter"
hereto as Exhibit E and incorporated herein by this reference. Landlord's Work
(as defined in the Landlord's Work Letter) shall be performed by Landlord's
general contractor. Other than Landlord's Work, Landlord has no obligation to
improve, alter, repair or remodel the Premises. All such installations shall
immediately become and remain the property of Landlord.


                                     - 2 -
<PAGE>   8
Section 2.2 - Acceptance by Tenant; "AS IS" Nature of Premises

         Neither Landlord nor Landlord's agents have made any representations or
promises with respect to the Project, Building or the Premises except as herein
expressly set forth. Tenant acknowledges and agrees that Tenant has been
afforded ample opportunity to inspect the Premises, the Building and the
Project, and has investigated their condition to the extent Tenant desires to do
so, including their environmental condition, and that Landlord has no obligation
to remodel or to make any repairs, alterations or improvements to the Premises
or the Building or remediate any condition therein, except as expressly provided
in the Lease. The taking of possession of the Premises by Tenant shall be
conclusive evidence, as against Tenant, that Tenant accepts the same to its then
"AS IS" condition and that the Premises, the Building and the Project were in
good and satisfactory condition at the time such possession was so taken subject
to: (i) completion of items listed on a written punchlist mutually agreed upon
by Landlord and Tenant (which in no event shall relate to items constructed
pursuant to the Work Letter), and (ii) latent defects in any portion of
Landlord's Work reported to Landlord in writing within ninety (90) days after
the Commencement Date. As Tenant's sole right and remedy, and as Landlord's sole
obligation, with respect to such punchlist items and latent defects, Landlord
shall, with reasonable diligence, cause such items to be completed or corrected
at its own expense; Landlord shall have no responsibility, liability, duty to
indemnify, defend or hold Tenant harmless from any damages, losses, claims,
liabilities, awards or actions related, directly or indirectly, to such items.
For purposes of this Section 2.2 latent defects shall not include any defects
which were readily apparent at the time the punchlist was delivered to Landlord.
Notwithstanding the foregoing, Landlord's obligation with respect to latent
defects shall not apply to equipment, materials or items implemented in the
Project by Landlord or are part of Landlord's Work which were specified by
Tenant, but Landlord shall assign to Tenant Landlord's interest in any warranty
from a subcontractor regarding such equipment or material after Tenant's written
request for same. Landlord shall have no responsibility, liability, duty to
indemnify, defend or hold Tenant harmless from any damages, losses, claims,
liabilities, awards or actions related, directly or indirectly to such items.

  ARTICLE 3 - RENT; BASE MONTHLY RENT; TAXES, BUILDING COSTS AND PROJECT COSTS

Section 3.1 - Rent

         "Rent" as used herein shall refer to the Base Monthly Rent (as defined
in Section 3.2, below), as it may be adjusted as hereinafter provided in this
Lease, plus all other sums and monetary obligations of Tenant payable to
Landlord under this Lease including, but not limited to the following:

         (a) Any late charges or interest due pursuant to Sections 3.6.1 and
3.6.2;

         (b) Tenant's Building Share of Taxes and Building Costs due pursuant to
this Article 3;

         (c) Tenant's Project Share of Taxes and Project Costs due pursuant to
this Article 3; and

         (d) Any consideration received by Tenant which is due to Landlord
pursuant to Article 5.

Section 3.2 - Base Monthly Rent

         Tenant shall pay to Landlord commencing on the Commencement Date and
thereafter during the Term the Base Monthly Rent set forth in the Summary of
Basic Terms, which sum shall be payable by Tenant in consecutive monthly
installments on or before the first day of each month ("Monthly
Installment(s)"), in advance, in the manner described more particularly in
Section 3.8.1, provided, however, that Tenant shall pay the amount of Advance
Rent set forth in Paragraph I of the Summary of Basic Terms concurrently with
Tenant's execution of this Lease, which shall be a credit against the first
Monthly Installments as they become due. If the Commencement Date should occur
on a day other than the first day of a calendar month, or the Expiration Date
should occur on a day other than the last day of a calendar month, then the
Monthly Installment for such fractional month shall be prorated on a daily basis
based upon a thirty (30) day calendar month. In addition to the Base Monthly
Rent, Tenant shall pay the amount of any Rent, Rent increase or adjustment, and
additional payments when and as hereinafter provided in this Lease.
Notwithstanding anything to the contrary contained herein, Landlord's rent
concession granted to Tenant for Months 2, 3 and 4 of the Term extends only to
Base Monthly Rent, and Tenant shall pay all other Rent and additional payments
when and as due as hereinafter provided for in the Lease, including Tenant's
Building Share of Building Costs and Tenant's Project Share of Taxes and Project
Costs relating to Months 2, 3 and 4.

Section 3.3 - Intentionally Deleted

Section 3.4 - Taxes, Building Costs and Project Costs

        3.4.1 Definitions. The following terms shall be defined as set forth
below:

                  (a) "Computation Year" shall mean the calendar year, provided
that Landlord, upon notice to Tenant, may change the Computation Year from time
to time to any other twelve (12) consecutive month


                                      - 3 -
<PAGE>   9
period and, in the event of any such change, Tenant's Building Share of Building
Costs and Tenant's Project Share of Taxes and Project Costs shall be equitably
adjusted for the Computation Years involved in any such change.

                  (b) "Tenant's Building Share" shall be Sixty-Six and
Three-Tenths percent (66.3%) and has been computed by dividing the Rentable Area
of the Premises by the total Rentable Area of the Building. Rentable Area of the
Premises shall be 60,000 square feet and Rentable Area of the Building shall be
90,506 square feet.

                  (c) "Tenant's Project Share" shall be Forty-Three and
Five-Tenths percent (43.5%) and has been computed by dividing the Rentable Area
of the Premises by the total Rentable Area of the Project. Rentable Area of the
Project shall be 137,824 square feet. Tenant acknowledges that it has been given
an opportunity to verify the accuracy of the square footage figures set forth in
the foregoing Section 3.4.1(b) and this Section 3.4.1(c). Whether or not Tenant
has taken the opportunity to verify the foregoing figures, Tenant agrees to
accept such square footage figures as being accurate. Landlord reserves the
right to increase or decrease the size of the Project or the buildings therein
designed for occupancy by tenants, and to recalculate the Rentable Area
contained therein, and in the event of any such increase, decrease or
recalculation, Landlord shall recompute Tenant's Project Share.

                  (d) "Taxes" shall mean all taxes and assessments, general or
special, ordinary or extraordinary, unforeseen as well as foreseen, levied upon
or with respect to all or any portion of the Project and the areas used in
connection with the operation of the Project, the Rent, and the personal
property contained in the Project and used in connection with the management and
maintenance of the Project imposed by federal, state or local governments or
governmental assessment districts. Taxes shall not include Landlord's income,
franchise, capital stock, estate or inheritance taxes. Taxes shall include,
without limitation, all general real property taxes, general and special
assessments, gross receipts taxes, annual or periodic license or use fees,
excise, transit charges, housing fund and child care assessments, charges
imposed for social services, police, fire, or environmental protection, other
business taxes and the cost of contesting by appropriate proceedings any of the
aforementioned Taxes (with respect either to validity or amount). If, because of
any change in the method of taxation of real estate, any tax or assessment is
imposed upon Landlord or upon the owner of the land and/or the Building and/or
the Project or any part thereof and/or the areas used in connection with the
operation of the Building and/or the Project or the rents or income therefrom,
in substitution for or in lieu of any tax or assessment which would otherwise be
a real estate tax or assessment, such other tax or assessment shall be deemed to
be included in Taxes. If any Taxes are specially assessed by reason of the
occupancy or activities of one or more tenants and not the occupancy or
activities of the tenants as a whole, such taxes shall be allocated by Landlord
to the tenant or tenants whose occupancy or activities, brought about such
assessment and Tenant shall pay any such taxes so allocated to Tenant. In case
there shall be a reduction of the assessed valuation for any tax year, the Rent
on account of Tenant's Building Share and Project Share of Taxes shall be
recalculated and Landlord, after receiving a refund or after the delinquency
date of its next tax bill in the event Landlord is given a credit, will credit
against the Rent on account of Tenant's Building Share and Project Share of
Taxes next becoming due from Tenant such sums as may be due to Tenant by reason
of the recalculation, less the expenses incurred in effecting such reduction.

                  (e) "Building Costs" shall mean the aggregate amount of all
Operating Costs (defined below) to the extent the same are incurred with respect
to the Building, as distinguished from the portion of Operating Costs incurred
solely with respect to the Project Common Areas or solely with respect to the
Project generally.

                  (f) "Project Costs" shall mean the aggregate amount of (i)
insurance Costs (defined below) plus (ii) Operating Costs, but for purposes of
this Section 3.4.1(f) excluding Building Costs from Operating Costs.

                  (g) "Insurance Costs" shall mean, with respect to all or any
portion of the Project, including, without limitation, the Building, other
buildings and Improvements in the Project, Project Common Areas and the areas
used in connection with the Project, the aggregate amount of all costs, expenses
and expenditures paid or incurred by Landlord or Landlord's authorized
representatives of fire, extended coverage, all-risk, property damage, boiler,
sprinkler, rent, public liability or commercial general liability, earthquake or
other insurance and the deductible portion of any insured loss otherwise covered
by such insurance.

                  (h) No Double Counting. In no event shall any portion of
Building Costs, Project Costs or Insurance Costs be assessed or counted against
Tenant more than once.

                  (i) "Operating Costs" shall mean, with respect to the Building
or to all or any portion of the Project and the areas used in connection
therewith, as the case may be, the aggregate amount of all costs, expenses and
expenditures paid or incurred, by Landlord or Landlord's authorized
representatives of: (i) wage and labor costs and expenses applicable to persons
engaged in the management, operation, maintenance, overhaul or repair, whether
they be employed by Landlord or as independent contractors (including, without
limitation, the cost effect of any increase or decrease in the hours of
employment or the number of paid holidays or vacation days, social security
taxes, unemployment insurance taxes and the cost (if any) of providing


                                      - 4 -
<PAGE>   10
disability, hospitalization, medical, welfare, pension, retirement, or other
benefits applicable with respect to such employees); (ii) utilities, utilities
surcharges, water and sewer charges, fuel, building supplies and materials,
other supplies and materials, equipment, tools, service contracts, security, or
any costs levied, assessed or imposed by, or at the direction of, or resulting
from statutes or regulations or interpretations thereof, promulgated by any
federal, state, regional, municipal or local government authority in connection
with the use or occupancy of the Building or the Common Areas or the Project,
including, without limitation, the Parking facilities serving the Project; (iii)
a management foe and costs incurred in or associated with the management of the
Project; (iv) the repair, replacement and maintenance of the nonstructural
portions of the Project or any portion thereof, (including, without limitation,
the plumbing, heating, ventilating, air-conditioning, elevator, electrical,
security, fire and life-safety systems installed or furnished by Landlord and
the nonstructural portions of the roof of the Building); (v) costs incurred in
or associated with providing, operating, maintaining, repairing and replacing
the Common Areas and facilities therein; (vi) gardening and landscaping,
maintenance of signs and tenant directories, repairs, repainting, maintenance,
resurfacing, painting, lighting, cleaning, janitorial services, refuse removal
and similar items; (vii) assessments or maintenance charges if the Landlord is
obligated to pay such charges; (viii) capital expenditures together with all
costs, and interest thereon at an annual rate equal to the reference rate of
interest announced publicly from time to time by Bank of America N.T. & S.A. (or
any successor bank) at its San Francisco Headquarters, or any successor rate of
interest thereto (the "Reference Rate") plus two (2) percentage points, but in
no event in excess of the maximum rate of interest permitted to be contracted by
law, all amortized over their actual useful life, (ix) rental of personal
property used in connection with any of the foregoing; (x) the costs and
expenses paid or incurred by Landlord or Landlord's authorized representatives
of legal, accounting and consulting fees and of permits, certificates and
licenses required in connection with the Project or any portion thereof, (xi)
depreciation and amortization of personal property used exclusively for the
management or operation of the Project (or a reasonable and equitable pro rata
share of such depreciation and amortization if such personal property is not so
exclusively used); and (xii) such other items as are now or hereafter
customarily included in the cost and expense of managing, operating, maintaining
overhauling and repairing all or any portion of the Project and areas used in
connection with the operation thereof. All such costs, expenses and expenditures
shall be determined in accordance with generally accepted accounting principles
which shall be consistently applied (with accruals appropriate to Landlord's
business). Landlord agrees that in any event the replacement of the following
items at the Building shall be amortized over their actual useful life with
interest thereon at an annual rate equal to the Reference Rate plus two (2)
percentage points: (i) entire or the major portion of the roof membrane (but not
the patching of lesser portions of the roof membrane from time to time), (ii)
condenser, compressor, cooling coils and blower which are part of the heating,
ventilating and air conditioning system, and (iii) ceiling or wall mounted space
heaters. Operating Costs shelf not include "Operating Costs Exclusions" defined
below.

                  (j) "Operating Costs Exclusions" shall mean (i) the initial
construction cost of the Project, or the costs of providing Landlord's Work to
Tenant, or depreciation of such costs; (ii) debt service (including, without
limitation, interest, principal and any impound payments) required to be made on
any mortgage or deed of trust recorded with respect to all or any part of the
Project other than debt service and financing charges imposed pursuant to
Section 3.41(i)(viii); (iii) any rent payable under any ground lease now or
hereafter affecting the Project; (iv) leasing commissions and other costs and
expenses incurred in connection with negotiations or disputes with prospective
or present tenants in the Project; (v) expenditures relating to the repair of
the structural components of each of the following: foundations, exterior walls,
roof and any interior load bearing walls of the Building (but with respect to
the roof these provisions do not exclude and Tenant shall, subject to Section
3.4.1(i) and Section 7.2, bear all other roof costs) of the Premises; (vi)
capital expenditures relating to repairs, alterations or improvements to the
Building required by governmental authorities to comply with building code
provisions existing as of the Lease Date and, with respect to requirements of
the American with Disabilities Act (ADA), to comply with ADA provisions as
interpreted and as enforced as of the Lease Date; (vii) costs, expenses and
expenditures to the extent incurred with respect to other buildings designed for
occupancy by tenants in the Project, as distinguished from costs, expenses and
expenditures incurred solely with respect to Project Common Areas or solely with
respect to the Project generally; (viii) costs of complying with Environmental
Laws relating to Hazardous Materials affecting the Premises, Building or Project
unless made the responsibility of Tenant pursuant to Section 4.8; and (ix)
specific costs which, pursuant to other provisions of this Lease, Tenant is
obligated to pay in full, including without limitation costs of Tenant's
performance of obligations to be performed by Tenant under this Lease and
payments which Tenant is obligated to make directly to any party, including,
without limitation, providers of goods, services, utilities or labor.

         3.4.2 Tenant shall pay in advance on the first day of each month to
landlord as additional Rent one twelfth (1/12) of each of (a) Tenant's Building
Share of Building Costs and Taxes for each Computation Year and (b) Tenant's
Project Share of Taxes and Project Costs for each Computation Year, in an amount
estimated by Landlord and be filed by Landlord to Tenant. Landlord shall have
the right to revise such estimate from time to time (but no more than twice in
any Computation Year). Any assessments which are included as Taxes shall be
payable over the maximum allowable term that the same can be paid without
penalty or additional cost. With reasonable promptness after Landlord has
received the tax bills and support for Operating Costs for a Computation Year,
but not more than one hundred eighty (180) days after the close of such year,
Landlord shall furnish Tenant with a statement (herein called "Landlord's
Statement") showing a comparison of estimated Building Costs, Taxes and Project
Costs to the actual costs of the same for such Computation Year, and Tenant's
Building Share and Tenant's Project Share of those estimated and actual amounts.
If Tenant's Building Share of actual Building Costs and actual Taxes and
Tenant's Project Share of actual Taxes


                                      - 5 -
<PAGE>   11
and Project Costs for such Computation Year exceeds Tenant's payments of the
estimated amounts of such categories for such Computation Year, Tenant shall pay
to Landlord the difference within thirty (30) days after Landlord's Statement is
given to Tenant, and if the total amount of Building Costs, Taxes and Project
Costs respectively paid by Tenant for any such Computation Year shall exceed
Tenant's Building Share of actual Building Costs and Tenant's Project Share of
actual Taxes and Project Costs for such Computation Year, such excess shall be
credited against the next installments of Tenant's Building Share of Building
Costs and actual Taxes and Tenants Project Share of Taxes and Project Costs due
from Tenant to Landlord hereunder. If there is an increase in Taxes (by reason
of an increase in assessed valuation or otherwise) affecting prior Computation
Year(s) at any time after rendition of Landlord's Statement for such year(s),
Tenant shall pay to Landlord the Tenant's Project Share and/or Building Share of
such increase in Taxes attributable to such year(s) within thirty (30) days
after Landlord's Statement is given to Tenant. Notwithstanding any other
provision of the Lease to the contrary, Tenant shall have the right, within
ninety (90) days following Landlord's delivery to Tenant of Landlord's Statement
for any Computation Year, and following thirty (30) days prior written notice to
Landlord, to have an independent certified public accountant reasonably
acceptable to Landlord ("CPA") inspect Landlord's books and records with regard
to Landlord's calculation of the Building Costs, Taxes and Project Costs
incurred during such Computation Year. Such inspection shall be conducted during
normal business hours at the location where such books and records are normally
maintained and all information secured therefrom shall be kept confidential by
Tenant and the CPA. If Landlord disagrees with any part of the CPA's inspection,
then Landlord shall be entitled to meet with the CPA and Tenant to discuss
corrections or revisions in the CPA's inspection to attempt to resolve any
differences for a period of twenty (20) business days after Landlord's receipt
of the CPA's written report of its inspection. The CPA shall take into
consideration any comments of Landlord or Tenant and shall then issue its final
written report, with such corrections or changes as shall be consistent with the
Lease and otherwise which the CPA deems appropriate. If the CPA's inspection of
Landlord's books and records reveals that Building Costs, Taxes or Project Costs
are overstated by Landlord, Landlord shall at its election within thirty (30)
days after the CPA's final written report, either refund or provide Tenant a
credit against Rent next due in the amount of any resulting overpayment by
Tenant. If the CPA's inspection of Landlord's books and records reveals that
Operating Costs or Taxes are understated, Tenant shall pay to Landlord within
thirty (30) days after the CPA's final written report the amount of any
resulting underpayment by Tenant. Such inspection, including without limitation
the fees and costs of the CPA, shall be at Tenant's sole cost and expense,
provided that if the CPA's inspection reveals that Landlord overstated Building
Costs, Taxes and Project Costs to the extent that the charges payable by Tenant
in the aggregate were overstated by more than ten percent (10%), Landlord shall
pay the reasonable fees of the CPA. If Tenant does not timely exercise the right
to inspect Landlord's books and records provided herein, Landlord's Statement
for such Computation Year shall be deemed final and binding on Landlord and
Tenant.

         3.4.3 If the Term shall commence or the Lease shall terminate on a date
other than the first or last day of a Computation Year, Tenant's Building Share
of Building Costs and Tenant's Project Share of Taxes and Project Costs for such
partial Computation Year shall be appropriately adjusted by Landlord. To the
extent such Building Costs, Taxes and Project Costs are not affected by Tenant's
occupancy of the Premises or by this Lease, Tenant's Building Share and Tenant's
Project Share of those items shall be in the proportion that the number of days
of the Term included in such partial Computation Year bears to 365. During such
partial Computation Year(s) Tenant shall pay Tenant's Building Share of Building
Costs and Taxes and Tenant's Project Share of Taxes and Project Costs in the
same time and manner provided in Section 3.4.2 with the following exceptions
that (i) if the Commencement Date is not the first day of a Computation Year, on
or before the first day of the Term, or as soon thereafter as practicable,
Landlord may bill Tenant, and Tenant shall pay, an amount payable per month for
the remainder of the Computation Year which in the aggregate shall equal
Tenant's Building Share of estimated Building Costs and Taxes and Tenant's
Project Share of estimated Taxes and Project Costs for the partial Computation
Year; and (ii) if the Lease terminates before the end of a Computation Year and
if Landlord's Statement shows that (a) Tenant has overpaid, Landlord shall remit
the amount of such overpayment to Tenant within fifteen (15) days after issuance
of Landlord's Statement or (b) Tenant has underpaid, Tenant shall pay Landlord
the amount of such underpayment to Landlord within fifteen (15) days after
issuance of Landlord's Statement.

         3.4.4 For purposes of calculating estimated taxes and Taxes, Building
Costs and Project Costs for any period during which the Building or Project is
less than ninety percent (90%) occupied there shall be added those amounts of
Taxes, Building Costs and Project Costs which Landlord determines, in good
faith, it would have incurred had the Project been ninety percent (90%) occupied
during any such period.

Section 3.5 - Additional Taxes

         In addition to the Base Monthly Rent and other Rent to be paid by
Tenant hereunder, as additional Rent hereunder, Tenant shall reimburse Landlord,
upon demand, for any and all taxes payable by Landlord (other than net income
taxes) whether or not now customary or within the contemplation of the parties
hereto: (a) by reason of the manner of occupancy or activities of Tenant; or (b)
upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises, the
Building, the Project, or any portion thereof; or (c) upon the value of
Tenant's personal property located in the Premises or in any storeroom, garage
or any other place in the Premises or the Building or the Project, or the areas
used in connection with the operation of the Building or Project, it being


                                      - 6 -
<PAGE>   12
the intention of Landlord and Tenant that, to the extent possible, such personal
property taxes shall be billed to and paid directly by Tenant; or (d) resulting
from overstandard tenant improvements to the Premises whether title thereto is
in Landlord or Tenant; or (e) upon this transaction; or (f) upon, allocable to,
or measured by the Rent payable hereunder, including without limitation, any
gross receipts tax or excise tax levied by any governmental or taxing body with
respect to the receipt of such Rent. The foregoing taxes may be referred to as
"Additional Taxes". Additional Taxes paid by Tenant pursuant to this Section 3.5
shall not be included in any computation pursuant to Section 3.4.

Section 3.6 - Late Payments: Charges; Interest; Default Rate

         3.6.1 Tenant acknowledges that the late payment of Rent or any other
sum due from Tenant will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and impractical
to fix. Such costs include, without limitation, processing and accounting
charges, late charges that may be imposed on Landlord by the terms of any
encumbrance, or notes secured by any encumbrance, covering the Premises and the
cost of money used by Landlord in place of such Rent or other sum. Therefore, if
any Monthly Installment of Base Monthly Rent is not paid within five (5) days
that such is due, or any other sum due hereunder is not paid within ten (10)
days of written notice that such payment is due, Tenant shall pay to Landlord as
additional Rent, without necessity of prior notice or demand, an additional sum
of five percent (5%) of said installment of Rent or other amount as a late
charge. The parties agree that this late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of late payment by
Tenant. Acceptance of any late charges shall not constitute a waiver of Tenant's
default with respect to the overdue amount, or prevent Landlord from exercising
any of the rights and remedies available to Landlord under this Lease or under
law or equity.

         3.6.2 Notwithstanding any other provisions of this Lease, any Monthly
Installment of Base Monthly Rent is not paid within five (5) days that such is
due, or any other sum due hereunder is not paid within ten (10) days of written
notice that such payment is due shall bear interest from the date such payment
is due until the same have been fully paid, at a rate (the "Default Rate") that
is equal to the lesser of (i) five (5) percentage points above the announced
prime rate (as it may be announced from time to time) of the then largest bank
in Arizona as determined by Landlord, and (ii) the highest rate permitted to be
contracted for by law. The payment of such interest shall not constitute a
waiver by Landlord of any default by Tenant hereunder.

Section 3.7 - Consideration

         The Base Monthly Rent has been established in contemplation that (i)
Tenant will occupy the Premises for the entire Term and (ii) in the event of any
Assignment or Sublet of this Lease or all or any portion of the leasehold estate
created hereby, Landlord and Tenant have agreed that Landlord shall have the
rights and options provided in Article 5, including, without limitation, the
right to terminate this Lease. Tenant expressly acknowledges and agrees that
this Section 3.7 was a material inducement to Landlord in establishing the Base
Monthly Rent in the amount herein provided and that Landlord has relied on this
covenant and agreement in executing this Lease.

Section 3.8 - Time and Manner of Payment in General

         3.8.1 All Rent shall be payable in lawful money of the United States of
America at the address specified for Landlord in the Summary of Basic Terms, or
at such other place as Landlord shall designate, without any prior demand
therefor and without any abatement, deduction or setoff whatsoever.

         3.8.2 Except where a longer or shorter period is specifically provided
for in this Lease with respect to a particular expenditure, Tenant shall pay to
Landlord, within ten (10) days after notice by Landlord to Tenant of bills or
statements therefor: (a) sums equal to all expenditures made and monetary
obligations incurred by Landlord in connection with the remedying by Landlord of
Tenant's default, including, without limitation, expenditures made and
obligations incurred for reasonable legal counsel fees, (b) sums equal to all
losses, costs, liabilities, damages and expenses referred to in Article 9, and
(c) sums equal to all expenditures made and monetary obligations incurred by
Landlord in collecting or attempting to collect the Base Monthly Rent, or any
other Rent or sum of money accruing under this Lease or in enforcing or
attempting to enforce any rights of Landlord under this Lease or pursuant to
law, including, without limitation, expenditures made and obligations incurred
for reasonable legal counsel fees. Tenant's obligations under this Article 3
shall survive the termination of this Lease.

                          ARTICLE 4 - USE AND OCCUPANCY

Section 4.1 - Permitted Use

         Tenant shall use and occupy the Premises only for the specific purposes
set forth in Paragraph J of the Summary of Basic Terms, and for no other
purpose. The character of the occupancy of the Premises, as restricted by this
Article 4 and as further restricted by Article 5, and any of the Rules and
Regulations attached


                                      - 7 -
<PAGE>   13
to this Lease or hereafter adopted, is an additional consideration and
inducement to Landlord for the granting of this Lease.

Section 4.2 - Compliance with Law

         4.2.1 Tenant, at Tenant's expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state,
county and municipal authorities pertaining to Tenant's use or occupancy of the
Premises, the Building and the Project and with the recorded covenants,
conditions and restrictions, regardless of when they become effective,
including, without limitation, all applicable federal, state and local laws,
regulations or ordinances pertaining to air and water quality, Hazardous
Materials (as defined below), and waste disposal, air emissions and other
environmental matters, all zoning and other land use matters, and utility
availability and with any direction of any public officer or officers, pursuant
to law, which shall impose any duty upon Landlord or Tenant with respect to the
use of occupancy of the Premises. Tenant shall at Tenant's sole cost and expense
take all proper and necessary action to cause the Premises to be kept,
maintained, used and occupied in compliance with the Americans With Disabilities
Act of 1990, as amended from time to time.

         4.2.2 Without limiting its obligations under Section 4.2.1, Tenant
covenants and agrees to comply with all laws, rules, regulations and guidelines
now or hereafter made applicable to the Premises by government or other public
authorities respecting the disposal of waste, trash, garbage and other matter
(liquid or solid), generated by Tenant, its employees, agents, contractors,
invitees, licensees, guests and visitors, the disposal of which is not otherwise
the express obligation of Landlord under this Lease, including, but not limited
to, laws, rules, regulations and guidelines respecting recycling and other forms
of reclamation (all of which are herein collectively referred to as "Waste
Management Requirements"). Tenant covenants and agrees to comply with all rules
and regulations established by Landlord to enable Landlord from time to time to
comply with Waste Management Requirements applicable to Landlord (i) as owner of
the Premises and (ii) in performing Landlord's obligations under this Lease, if
any.

Section 4.3 - Compliance with Insurance Requirements

         Tenant shall not do or permit to be done any act or thing in or upon
the Premises which will invalidate or be in conflict with any insurance policy
covering the Building or Project or any of the areas used in connection with the
operation thereof or its fixtures, appurtenances or equipment or the property
located therein, and shall not do, or permit anything to be done, in or upon the
Premises, or bring or keep anything therein, which shall increase the rates of
any insurance on the Building or Project or any of the areas used in connection
with the operation thereof of its fixtures, appurtenances or equipment or on
property located therein. If by reason of the failure of Tenant to comply with
the provisions of this Article 4 any insurance premium shall at any time be
higher than it otherwise would be, then, without Landlord's waiving any rights
it may have against Tenant hereunder as a result of such failure, Tenant shall
reimburse Landlord for that part of all such premiums thereafter paid by
Landlord which shall have been charged because of such violations by Tenant, and
shall make such reimbursement upon the first day of the month following such
expenditure by Landlord.

Section 4.4 - Certificates of Occupancy

         Tenant shall not at any time use or occupy the Premises in violation of
the certificates of occupancy issued for the Premises, Building or Project. In
the event that any department of the city or county of the state in which the
Project is located shall hereafter at any time contend or declare that the
Premises are used for a purpose which is in violation of such certificate or
certificates of occupancy, Tenant shall immediately discontinue such use of the
Premises. Failure by Tenant to discontinue such use after such notice shall be
considered a default under this Lease and Landlord shall have the right to
exercise any and all rights and privileges and remedies given to Landlord by and
pursuant to the provisions of Article 16 hereof. Any statement in this Lease of
the nature of the business to be conducted by Tenant in the Premises shall not
be deemed or construed to constitute a representation or guaranty by Landlord
that such business is lawful or permissible or will continue to be lawful or
permissible under any certificate of occupancy issued for the Premises, Building
or Project or otherwise permitted by law.

Section 4.5 - Life-Safety Systems

         If there now is or shall be installed in the Building or Project a
sprinkler system, heat or smoke detection system or any other so-called
life-safety system and (i) any such system or any of its appliances shall be
damaged or injured or not in proper working order by reason of any act or
omission of Tenant or Tenant's agents, servants, employees, contractors,
visitors or licensees, Tenant shall forthwith restore the same to good working
condition; and (ii) if the Insurance Services Office or any similar body or any
bureau, department or official of the state, county or city government, or any
governmental authority having jurisdiction over the Premises, shall require or
recommend that any changes, modifications, alterations, or additional equipment
be made or supplied in or to any such system by reason of Tenant's specific
business, or the location of partitions, trade fixtures, or other contents of
the Premises, Tenant shall, at Tenant's expense, promptly make and supply such
changes, modifications, alterations, or additional equipment.


                                      - 8 -
<PAGE>   14
Section.4.6 - Prohibited Uses

         4.6.1 Tenant shall not occupy or permit any portion of the Premises to
be occupied for a use which would be prohibited by any other portion of this
Lease (including but not limited to any Rules and Regulations then in effect) or
in violation of law. Nothing in this Section 4.6.1 shall expand the permitted
use of the Premises as set forth in Section 4.1.

         4.6.2 Tenant shall not do or permit to be done any act or thing upon
the Premises which shall or might subject Landlord to any liability or
responsibility for injury to any person or persons or to any property by reason
of any business or operation being carried on upon the Premises or for any other
reason, and Tenant hereby indemnities and agrees to protect, defend and hold
harmless Landlord against any such liability or responsibility except to the
extent of Landlord's gross negligence or willful misconduct. Business machines
and mechanical equipment shall be placed and maintained by Tenant at Tenant's
expense in settings sufficient to absorb and prevent vibration. Tenant shall not
install any machine or equipment which may adversely affect the structure of the
Building without obtaining Landlord's prior written consent, which consent may
be conditioned on such terms as Landlord may require. Tenant shall not place a
load upon any floor of the Premises exceeding the floor load per square foot
area which such floor was designed to carry and which is allowed by law.

Section 4.7 - Definition of Hazardous Material

         As used herein, the terms "Hazardous Material" or "Hazardous Materials"
shall mean any hazardous or toxic substance, material or waste which is or
becomes regulated by any local governmental authority, the State of Arizona or
the United States Government and include (i) petroleum, natural gas, synthetic
gas, asbestos, (ii) any substance designated as a "hazardous substance" pursuant
to Section 1317 of the Federal Water Pollution Control Act (33 U.S.C. Section
1251 et. seq.), (iii) any substance defined as a "hazardous waste" pursuant to
Section 6903 of the Federal Resource Conservation and Recovery Act, (42 U.S.C.
Section 6901 et seq.) ("RCRA"), or (iv) any substance defined as "hazardous
substances" pursuant to Section 9601 of the Comprehensive Environmental
Response, Compensation and Liability Act, (42 U.S.C. Section 9601 et seq.)
("CERCLA").

Section 4.8 - Tenant's Obligations

         4.8.1 Tenant shall not use, generate, handle, manufacture, produce,
store, release, discharge or dispose of, on, under or about the Project or
Premises, or transport to or from the Project or Premises, any Hazardous
Material or allow its employees, agents, contractors, invitees or any other
person or entity to do so. Without in any way limiting, affecting or derogating
from the foregoing prohibition, Tenant shall be bound by, observe and perform
the conditions, covenants and provisions set forth in this Article 4 with
respect to Hazardous Materials. The foregoing prohibition of Hazardous Materials
shall not apply to any ordinary use and incidental storage of small and
insignificant amounts of substances in the regular and ordinary use of common
office business machines provided the same do not constitute, give rise to, or
create any substantial risk of any occurrence, condition, or event as a
consequence of which pursuant to any Environmental Law: (i) Tenant, Landlord, or
any owner, occupant, or person having any interest in the Premises shall be
liable, or (ii) the Premises shall be subject to any legal restriction on use,
ownership or transferability, or (iii) any Remedial Work (defined below) shall
be required.

         4.8.2 Tenant, at its sole cost, shall comply with all Environmental
Laws (defined below) relating to Hazardous Materials on, under or about the
Project, Premises or Building, including the responsibility to obtain and
maintain current all permits required for its operations in connection with
Hazardous Materials. The term "Environmental Laws" shall mean any and all
federal, state or local laws, ordinances, rules or regulations, or requirements
of governmental agencies or instrumentalities, pertaining to Hazardous Materials
or to health, industrial hygiene or environmental conditions on, under, in or
about the Premises, Building or Project, including, without limitation, the
following (as amended from time to time): CERCLA; RCRA, and the Clean Air Act,
42 U.S.C. Section 7401 et. seq.

         4.8.3 Without limiting the generality of Arizona Revised Statutes
Section 36-3501 et. seq., Tenant shall be responsible for and shall protect,
defend, indemnify, and hold Landlord and its directors, officers, employees,
agents, representatives, contractors, successors and assigns, any lessor under
any ground or underlying lease and any mortgagee or beneficiary under any
mortgage or deed of trust encumbering the Project, Premises or Building (for
purposes of this Section 4.8 collectively "Landlord Indemnitees") harmless from
and against all claims, costs, damages (consequential or otherwise), fines
judgments, penalties, losses and liabilities, (including, without limitation,
(i) diminution in value of the Premises, Building or Project, (ii) damages for
the loss or restriction on use of rentable or usable space or of any amenity on
the Premises, Building or Project, (iii) loss of rental income, (iv) cost of any
investigation, monitoring, removal, restoration, abatement, repair, clean-up,
detoxification or other ameliorative work of any kind or nature required by any
governmental agency having jurisdiction thereof, Landlord Indemnitees, or by any
private party (collectively "Remedial Work"), (v) damages arising from any
adverse impact on marketing of space in the Building or Project, (vi) costs of
the preparation and implementation of any closure, remedial or other required
plans, (vii) damage to natural resources or to property other than the Premises,
Building or Project or harm to any person


                                      - 9 -
<PAGE>   15
or animal, and (viii) sums paid in settlement of claims, attorneys' fees,
consultant fees and expert fees), arising (directly or indirectly) in any way
whatsoever out of or attributable to Tenant's or its employees', agents',
representatives', contractors', successors', assigns', sublessees', Transferees'
(as defined hereinbelow) and invitees' (collectively herein "Agents") use,
generation, handling, manufacture, production, storage, release, threatened
release, discharge, disposal or transportation of Hazardous Materials on, under,
in or about the Project, Premises or Building (collectively a "Release" or
"Released").

         4.8.4 In the event of the occurrence of a Release, Tenant shall, at its
sole expense and within thirty (30) days after demand by Landlord (or such
shorter period of time as may be required under applicable laws or by any
governmental entity having jurisdiction thereof) commence to perform and
thereafter diligently prosecute to completion such remedial work as is necessary
to restore the Premises and the Project to the condition existing prior to such
Release, including, without limitation, any investigation, monitoring, removal,
restoration, abatement, repair, clean-up, remediation, detoxification or other
ameliorative work necessary to remediate the effects of any Release (the
"Remedial Work"). All such Remedial Work shall be performed in conformance with
the requirements of Landlord and all applicable laws including, but not limited
to all Environmental Laws and regulations relating to Hazardous Materials. All
Remedial Work shall be performed in accordance with the terms and conditions of
this Lease and by one or more contractors, approved in advance in writing by
Landlord, and under the supervision of a consulting engineer approved in advance
in writing by Landlord. All costs and expenses of such Remedial Work shall be
paid by Tenant including, without limitation, the charges of such contractor(s)
and/or the consulting engineer, and Landlord's reasonable attorneys' fees and
costs incurred in connection with monitoring or review of such Remedial Work. In
the event Tenant shall fail to timely commence, or cause to be commenced, or
fail to diligently prosecute to completion such Remedial Work, Landlord may, but
shall not be required to, cause such Remedial Work to be performed and all costs
and expenses thereof, or incurred in connection therewith, shall become
immediately due and payable.

         4.8.5 In the event there is a release, discharge or disposal of or
contamination by a Hazardous Material which is of the type that has been stored,
handled, transported or otherwise used or permitted by Tenant on or about the
Premises or Project and such Hazardous Material is of the type not presently
known to exist on or about the Premises, Building or Project, Tenant shall have
the burden of proving that such release, discharge, disposal or contamination is
not a Release. If Tenant fails to prove that any such release, discharge,
disposal or contamination is not a Release then such release, discharge,
disposal or contamination shall be deemed a Release and the provisions of this
Section 4.8 would be applicable thereto.

         4.8.6 Upon the expiration or earlier termination of this Lease, Tenant
shall remove from the Premises, Building and Project all Hazardous Materials
placed or Released, or permitted to be placed or Released, on the Premises,
Building and Project by Tenant, its employees, agents, contractors or invitees
and all trade fixtures, furnishings and/or equipment associated with the use,
storage or disposal of Hazardous Materials placed or permitted to be placed on
the Premises, Building or Project by Tenant, its employees, agents, contractors
or invitees and perform any closure work, investigation and environmental
remedial work required by applicable Environmental Laws or by any governmental
authority having jurisdiction with respect to the Premises or Tenant's
activities thereon. Removal and disposal of any and all such Hazardous
Materials, equipment or fixtures shall be performed in strict accordance with
all applicable Environmental Laws.

         4.8.7 In any matter covered by this Section 4.8 the Landlord
Indemnitees shall have the right to employ its or their own counsel at the
expense of Tenant. The Landlord Indemnitees shall have the right, but not the
obligation, at the expense of Tenant, to settle, adjust or compromise any claim,
suit or judgment against the Landlord Indemnitees arising out of the matters
covered herein.

         4.8.8 Tenant shall give immediate written notice to Landlord of:

         (a) Any action, proceeding or inquiry by any governmental authority
with respect to the presence of any Hazardous Material on the Project, Premises
or Building or the migration thereof from or to other property;

         (b) All demands or claims made or threatened by any third party against
Tenant or the Project, Premises or Building relating to any loss or injury
resulting from any Hazardous Materials;

         (c) Any spill, release, discharge or nonroutine disposal of Hazardous
Materials that occurs with respect to the Project, Premises or Building or
Tenant's operations,

         (e) Tenant's discovery of any occurrence or condition on, under, in or
about the Project, Premises or Building or any real property adjoining or in the
vicinity of the Project, Premises or Building which may cause the Premises,
Building or Project or any part thereof to be subject to any restrictions on the
ownership, occupancy, transferability or use under any Environmental Law.

         4.8.9 Tenant's obligations under this Article 4 shall survive the
termination of this Lease.


                                     - 10 -
<PAGE>   16
Section 4.9 - Landlord's Exculpation

         4.9.1 Landlord and Tenant acknowledge that Landlord may become legally
liable for the costs of complying with Environmental Laws relating to Hazardous
Materials which are not the responsibility of Landlord or Tenant, including the
following: (i) Hazardous Material present in the soil or ground water on the
Premises, Building or Project of which Landlord has no actual knowledge as of
the Commencement Date; (ii) a change in Environmental Laws which make Hazardous
Materials which are present on the Premises, Building or Project as of the
Commencement Date, whether known or unknown to Landlord, a violation of such new
Environmental Laws; (iii) Hazardous Materials that migrate, flow, percolate,
diffuse or in any way move to or under the Premises, Building or Project, or
(iv) Hazardous Materials present on or under the Premises, Building or Project
as a result of any discharge, dumping or spilling (whether accidental or
otherwise) by prior or other occupants or lessees of the Premises, Building or
Project or their agents, employees, contractors or invitees, or by others.

         4.9.2 In the event any of the circumstances described in Section 4.9.1
materialize, Landlord and Tenant agree that under such circumstances (i)
Landlord shall have no liability to Tenant for and no obligation to indemnify,
defend, protect and hold Tenant harmless from any damages, claims, penalties,
judgments, fines, costs, liabilities or losses (including, without limitation,
diminution in value of the Premises, Building or Project, damages for the loss
or restriction on use of rentable or usable space or of any amenity on or in the
Premises, Building or Project, loss of business, damages for harm to natural
resources or to property other than the Premises, Building or Project or injury
to persons or animals, and sums paid in settlement of claims, attorneys' fees,
consultant and expert fees) which Tenant may incur during or after the Term as a
result of such contamination, (ii) the provisions of Article 10 shall apply in
the event there is any restriction on Tenant's use of the Premises, and (iii)
the cost of complying with the Environmental Laws relating to Hazardous
Materials affecting the Premises, Building or Project for which Landlord is
legally liable and which are paid or incurred by Landlord shall not be Project
Operating Costs unless the cost of such compliance, as between Landlord and
Tenant, is made the responsibility of Tenant pursuant to Section 4.8.

Section 4.10 - Right of Contribution

         Except as expressly provided in this Article 4 to the contrary
(including but not limited to the treatment of Project Operating Costs), neither
Landlord nor Tenant shall be deemed to have waived any rights of contribution
which either party may have against the other party at law in connection with
costs, claims, damages or liabilities arising out of or resulting from the use,
presence, disposal or clean-up of Hazardous Materials in the Premises, Building
or Project.

Section 4.11 - Monitoring

         4.11.1 Entry for Inspection and Testing. Tenant expressly agrees that
Landlord shall have the right to enter the Premises to inspect the Premises
and/or to perform an environmental investigation and assessment of the Premises
(an "Environmental Assessment") upon reasonable notice to Tenant, and that this
right of entry shall include, without limitation, the right to test for any
release, threatened release, discharge or disposal of any Hazardous Material.
Landlord's entry shall be carried out in a manner so as not unreasonably to
interrupt or interfere with Tenant's business operations. An Environmental
Assessment may include, without limitation, the review of any documents,
materials, inventory, financial data or notices or correspondence to or from
private parties or governmental authorities, the review of any storage, use and
disposal facilities and procedures associated with the storage, use and disposal
of Hazardous Materials, and the testing of the soils and groundwater at or under
the Premises. Tenant shall pay for the cost of such Environmental Assessments if
in the reasonable judgment of Landlord or its environmental consultant, a
release, threatened release, discharge or disposal of any Hazardous Material
caused by Tenant has occurred or in the event of a default by Tenant in any of
its obligations under Section 4.7 through Section 4.13. In all other cases, the
cost of such Environmental Assessments shall neither be Project Operating Costs
nor borne by Tenant directly, but shall be at Landlord's cost. If Landlord
reasonably so requires, Tenant shall comply, at its sole cost and expense, with
all recommendations contained in any Environmental Assessment, including any
recommendation with respect to the precautions which should be taken with
respect to activities on the Premises or any recommendations for additional
testing and studies to detect the presence of Hazardous Materials.

Section 4.12 - Abatement Activities

         To the extent that any testing or monitoring demonstrates that
significant levels of contamination by Hazardous Materials at the Project exist
or are increasing, Landlord shall have the right but not the obligation to
identify the source of the contamination and seek to have it abated by the
responsible parties. Landlord may undertake, or cause to be undertaken,
voluntary clean-up activities to ameliorate or stabilize any Hazardous Materials
in the Project. The determination whether to undertake any clean-up activities
shall be made by Landlord in its sole and absolute discretion based upon its
consultant's or expert's recommendations and Landlord's determination of the
feasibility of the proposed activities, their cost, their projected efficiency,
and the levels of contamination of the Hazardous Materials in the Project in
comparison with the levels of contamination in other properties in the vicinity
of the Project. Tenant agrees to cooperate fully with


                                     - 11 -
<PAGE>   17
Landlord and with any parties designated by Landlord at Landlord's expense to
perform testing, monitoring or clean-up activities in the Project.

Section 4.13 - Effect on Proposed Assignments and Sublets

         Without in any way limiting or affecting Landlord's right to withhold
its consent for other reasons, it shall not be unreasonable for Landlord to
withhold its consent to any proposed transfer, assignment or sublease if (i) the
proposed transferee's anticipated use of the Premises or Project involves the
use, generation, handling, manufacture, production, storage, testing, treatment,
discharge or disposal of Hazardous Materials; (ii) the proposed transferee has
been required by any prior landlord, lender or governmental authority to take
remedial action in connection with Hazardous Material contaminating a property
if the contamination resulted from such transferee's actions or use of the
property in question; or (iii) the proposed transferee is subject to an
enforcement order issued by any governmental authority in connection with the
use, disposal or storage of Hazardous Materials.

                   ARTICLE 5 - ASSIGNMENT/SUBLETTING/MORTGAGE

Section 5.1 - Prohibition; Definitions

         5.1.1 Subject only to the exceptions provided in Section 5.2 below,
neither Tenant nor Tenant's legal representatives, successors or assigns shall
assign this Lease ("Assign" or "Assignment"), or transfer, sublet, license or
permit the Premises or any part thereof to be used or occupied by others
(collectively, "Sublet" or "Sublease"); furthermore, in no event shall Tenant or
Tenant's legal representatives or assigns pledge, hypothecate, mortgage or
otherwise encumber this Lease (collectively, "Mortgage"). Any such Assignment,
Sublease or Mortgage (whether voluntary or by operation of law) shall be
voidable at the option of Landlord, and shall constitute a material breach of
this Lease. No interest of Tenant in this Lease or the Premises shall be
assignable or assigned by operation of law and Tenant shall not suffer or permit
either such an assignment or any involuntary assignment of any nature
whatsoever. By way of example and not limitation it shall be deemed an
Assignment under this Lease and shall be subject to all the provisions of this
Article 5, if either (a) Tenant consists of more than one party and there is a
purported assignment from one such party to any other or others of such parties
constituting Tenant, or (b) there is any transfer of control of Tenant, whether
by transfer of shares of stock, partnership interests or otherwise or (c) there
is a transfer of a major portion of Tenant's assets but not an assignment and
assumption of this Lease in accordance with Section 5.2. As used in the
immediately preceding sentence, the term "Tenant" shall also mean any entity
that has guaranteed Tenant's obligations under this Lease. As used in this
Article, the term "control" or "controls" or "controlled" shall mean either the
possession, directly or indirectly, through one or more intermediaries, of the
power to direct or cause the direction of the management and policies of the
controlled Person (as defined below) or the ownership, directly or indirectly,
of fifty percent (50%) of the voting power of, or the equity interests in the
controlled Person (as defined below). The term Person shall mean individuals,
groups, partnerships, firms, associations, corporations, trusts or any other
form of business or legal entity. The Person who is the actual assignee,
sublessee, licensee, occupant, transferee or any other recipient of an
Assignment or Sublease is herein referred to as "Transferee". Notwithstanding
the foregoing, a transfer of control of Tenant (by stock transfer, merger or
consolidation) to an affiliated entity (as defined below) shall not be deemed an
assignment under this Section. For purposes of this Section 5, an "affiliated
entity" shall mean (a) a corporation all or at least 75% of the stock of which
is owned, held and controlled by Tenant (so long as Tenant owns such
percentage); or (b) a corporation which owns, holds and controls all or at least
75% of all stock of Tenant (so long as Tenant owns such percentage) ("Parent");
or (c) a corporation of which at least 75% of its stock is owned, held and
controlled by Parent; or (d) notwithstanding any provision of the foregoing to
the contrary, the shares of stock of Decision Servcom, Inc. a Delaware
corporation may be sold or transferred, without obtaining the prior written
consent of Landlord, but subject to the other conditions and provisions of this
Section 5, in the following events: (i) such stock is publicly traded through
the New York, American or Pacific Stock Exchanges or the NASDAQ national market
and its price is listed at least daily in the Wall Street Journal and such sale
is a public sale effected through such exchange or market.

         5.1.2 If there is an Assignment or Sublet, whether in violation of or
in compliance with this Article, then: (a) Landlord may collect rent from the
Transferee and apply the net amount collected to the rent herein reserved, but
no such collection shall be deemed either a waiver of the covenants and
conditions of this Article 5, or the acceptance of the Transferee as Tenant, or
a release of Tenant from the further performance by Tenant of the obligations on
the part of Tenant herein contained or an alteration of Tenant's primary
liability for such obligations; or (b) in the event of default by any
Transferee, or any other successor of Tenant, in the performance or observance
of any of the terms of this Lease of any Sublease or Assignment agreement,
Landlord may proceed directly against Tenant without the necessity of exhausting
remedies against such Transferee or successor.

Section 5.2 - Assignments or Subleases Subject to Landlord's Prior Written
consent

         Notwithstanding any contrary provision of Article 5.1.1, Tenant may
Assign or Sublet only upon the following express conditions which are agreed to
be reasonable:


                                     - 12 -
<PAGE>   18
         5.2.1 The proposed Assignment or Sublease shall be subject to and
conditioned on the prior written consent of Landlord, which consent will not be
unreasonably withheld or conditioned or delayed and, without limiting the
generality of the foregoing, it shall be deemed reasonable for Landlord to
withhold, condition or revoke such consent it among other things the following
conditions are not satisfied:

                  5.2.1.1 the use to be made of the Premises by the proposed
Transferee is the expressly permitted use under Section 4.1 and would not be
prohibited by any other portion of this Lease (including but not limited to any
Rules and Regulations then in effect) and would not create greater demands upon
the facilities, systems or services of the Premises, the Building or Project or
any part thereof than the demands created by Tenant;

                  5.2.1.2 the character, business stability, reputation, history
of timely lease performance and financial responsibility of the proposed
Transferee are both (a) of high quality and (b) satisfactory to Landlord in the
good faith exercise of its business judgment, and in any event the proposed
Transferee demonstrates, by virtue of its net worth, ratio of assets to
liabilities, net income and cash flow, among other things, the ability to
perform (i) all obligations of Tenant in the case of an Assignment and (ii) the
obligations of Tenant allocable to the Sublease space in the case of a Sublease;

                  5.2.1.3 the proposed Transferee is then neither a prospective
tenant of the Project with whom Landlord is in negotiation for rental of space
in the Project nor a tenant of the Project;

                  5.2.1.4 any proposal for alterations to the Premises requested
by the proposed Transferee satisfies the covenants and conditions of Article 6;
and

                  5.2.1.5 all of the conditions set forth below are satisfied.

         5.2.2 Tenant shall pay to Landlord Landlord's then standard processing
fee (currently Five Hundred Dollars ($500)) and any taxes or other charges
imposed upon Landlord or the Project as a result of such Assignment or Sublease,
and shall reimburse Landlord for all costs, including the reasonable fees of
attorneys, architects, engineers or other consultants incurred by Landlord in
connection with such Assignment or Sublease, whether or not such proposed
Assignment or Sublease is consented to by Landlord.

         5.2.3 Tenant shall deliver to Landlord with its request for Landlord's
consent the proposed Assignment or Sublease and current financial statements of
the proposed Transferee, prepared by an independent certified public accountant,
and promptly upon Landlord's request for same, any additional documents or
information reasonably related to the proposed transaction or Transferee.

         5.2.4 Tenant shall deliver to Landlord an executed original counterpart
of the Assignment or Sublease, which by its terms shall be binding on Tenant and
the Transferee subject only to Landlord's consent being obtained and the
execution by Tenant, the proposed Transferee and Landlord of Landlord's consent.
Every Assignment or Sublease shall provide, among other things, that: (a) it is
and shall be subject and subordinate to the provisions of this Lease, (b) the
termination of this Lease shall, at Landlord's sole election, constitute a
termination of every such Assignment or Sublease and (c) the covenants and
conditions of this Lease shall be covenants and conditions of the Assignment or
Sublease, and the proposed Transferee shall assume for the benefit of Landlord,
and shall perform faithfully and shall be bound by, all of the covenants and
conditions of this Lease from and after the effective date of the Assignment or
Sublease, limited, in the case of a Sublease, to the extent they apply to the
space in question.

         5.2.5 The consent by Landlord to an Assignment or Sublease shall not in
any way be construed to relieve Tenant or the assignee or sublessee from
obtaining the express consent in writing of Landlord with respect to any
subsequent Assignment or Sublease. Landlord may, but shall not be obligated to,
consent to subsequent Assignments or Subletting of this Lease or amendments or
modifications to this Lease with Transferees or other successors of Tenant,
without notifying Tenant, and without obtaining its consent thereto and such
action shall not relieve Tenant of liability under this Lease.

         5.2.6 Tenant shall not be released from Tenant's obligations under this
Lease nor shall Tenant's primary liability to pay Rent and to perform all other
obligations to be performed by Tenant under this Lease be altered by (a) any
Assignment or Sublease, regardless of Landlord's consent, or (b) any failure by
Landlord after any Assignment or Sublease, regardless of Landlord's consent, to
give Tenant notice of default under or in respect of any of the terms,
covenants, conditions, provisions or agreements of this Lease.

Section 5.3 - Share of Proceeds of Assignment or Sublease

         Fifty percent (50%) of that portion of rent and all other consideration
payable to or for the benefit of Tenant in connection with any Assignment or
Sublease which is in excess of the Rent (which for purposes of this Section 5.3
shall mean the Base Monthly Rent plus those Building Costs, Project Costs and
Taxes payable by Tenant pursuant to Section 3.4) which Tenant is obligated to
pay Landlord under this Lease (in the event of a Sublease or Assignment of less
than the entire Premises, prorated to reflect obligations allocable to that
portion of the Premises subject to the Sublease or Assignment) less Tenant's
costs shall be payable


                                     - 13 -
<PAGE>   19
to Landlord as additional Rent under this Lease without affecting or reducing
any other obligation of Tenant under this Lease. Such excess shall be payable to
Landlord at the same time as such rent or other consideration is payable to
Tenant, provided, however, that fifty percent (50%) of the cash equivalent of
any non-cash consideration payable to or for the benefit of Tenant at any time
in connection with an Assignment or Sublease shall be paid by Tenant to Landlord
at the time Landlord gives its consent. For purposes hereof, the term "Tenant's
Costs" shall mean: (a) the amount of any reasonable out-of-pocket broker's fee
or commissions paid to a broker unrelated to Tenant as a result of any
assignment or subletting by Tenant hereunder and reasonable out-of-pocket
counsel fees paid to outside (and not in-house) counsel and disbursements
incurred with respect to such assignment or subletting, and (b) reasonable
advertising expenses directly related to the assignment of this Lease or
subletting of the space.

Section 5.4 - Landlord Options to Terminate Lease

         With respect to any Assignment or Sublet except any made in accordance
with Landlord's prior written consent, it is expressly agreed and understood
that in addition to Landlord's other rights set forth in this Article 5,
Landlord shall have the following options, exercisable in Landlord's sole
discretion: (a) in the event of a Sublease or Assignment of substantially all
the Premises, to terminate this Lease as of the date proposed by Tenant for the
commencement of the term of the proposed Sublease or Assignment; and (b) without
regard to the size of the portion of the Premises to be affected by the proposed
Sublease or Assignment, to declare this Lease to be so modified so as to exclude
therefrom, and to be terminated as to, the space subject to the proposed
Sublease or Assignment, such modification to become effective on the date
proposed by Tenant for the commencement of the term of the Sublease or
Assignment, with the Base Monthly Rent, and amounts payable by Tenant pursuant
to Section 3.4 for Building Costs, Taxes and Project Costs, to be adjusted in
proportion to the reduction in Rentable Area of the Premises. If Landlord
exercises either of its options to terminate under this Section 5.4, the
provisions of this Lease applicable to Tenant's obligations on expiration or
termination shall apply to the space as to which the termination applies.

                            ARTICLE 6 - ALTERATIONS

Section 6.1 - Alterations

         Tenant shall not make any alterations, additions or improvements
including, but not limited to, the initial tenant improvement in or to the
Premises or parking space configuration in the Project Common Areas
(collectively, "Alterations") without first meeting the following requirements:

                  (a) Prior to the commencement of any Alterations, Tenant shall
submit plans and specifications prepared by an architect and/or structural
engineer licensed by the state where Project is located for Landlord's approval,
which approval shall not be unreasonably withheld or delayed, and obtain any
necessary governmental permits and deliver a copy thereof to Landlord;

                  (b) The Alterations shall be made at Tenant's sole cost and
expense and by a contractor or mechanic designated by Landlord or a contractor
or mechanic chosen by Tenant and approved by Landlord, which approval shall not
be unreasonably withheld or delayed;

                  (c) Tenant shall provide satisfactory evidence of contractor's
comprehensive general liability insurance covering Landlord, builder's risk
insurance, and workmen's compensation insurance all in form and substance
satisfactory to Landlord;

                  (d) Tenant shall provide a performance and payment bond
satisfactory in form and substance to Landlord for all Alterations which in
Landlord's reasonable judgment will cost more than Five Thousand Dollars
($5,000) to complete, and such other security as Landlord may reasonably require
to insure payment for the completion of all Alterations free and clear of liens;

                  (e) Tenant shall give Landlord at least ten (10) business
days' notice before commencing any proposed Alterations so that Landlord can
post and record a notice of nonresponsibility and any other notice as may be
permitted by law, to protect Landlord from having its interest in Premises made
subject to a mechanic's lien;

                  (f) All Alterations shall be made in full compliance with all
laws, rules, orders, ordinances, directions, regulations and requirements of all
governmental agencies, offices, departments, bureaus and boards having
jurisdiction;

                  (g) All of Tenant's contractors, subcontractors, employees,
servants and agents must work in harmony with and shall not interfere with any
labor employed by Landlord, or Landlord's contractors;

                  (h) Tenant shall be fully responsible if any shutdown of
plumbing, electrical or air conditioning equipment jeopardizes or invalidates
any warranties covering the Building;


                                     - 14 -
<PAGE>   20
                  (i) Landlord expressly reserves the right to revoke its
consent upon notice to Tenant in the event of the breach which is not de minimis
in nature of any of the terms or conditions hereof, in which case all work on
the Alterations shall immediately cease to the extent directed by Landlord in
such notice until the breach in question is cured to Landlord's satisfaction;

                  (j) Tenant shall reimburse Landlord for any and all costs or
expenses reasonably incurred by Landlord in connection with the Alterations,
including without limitation architectural or engineers' fees and attorneys'
fees; and

                  (k) Tenant shall provide Landlord with a cost and expense
breakdown of the Alterations.

         6.1.1 Notwithstanding any provision of Section 6.1(a) to the contrary,
Tenant may make Alterations in or to the Premises at any one time which cost
less than Five Thousand Dollars ($5,000) and which in the aggregate do not
exceed Thirty Thousand Dollars ($30,000) per year without obtaining Landlord's
prior written consent provided (i) such Alterations do not adversely affect the
foundations, structural components, exterior walls, roof or roof membrane, or
the heating, ventilating and air conditioning systems of the Building, or its
exterior appearance, (ii) such Alterations do not impair the use of the Building
or materially reduce the value or marketability of the Premises and/or Building,
(iii) Tenant complies with all other provisions of Section 6.1. Tenant shall
have no right to make any Alterations to the structure of the Building or the
roof under this Lease.

         6.1.2 At the same time Tenant submits detailed specifications, floor
plans and necessary permits to Landlord for review for the purpose of obtaining
Landlord's consent to any proposed Alteration, Tenant may request Landlord to
indicate whether or not such proposed alteration or addition is to be removed
from the Premises upon the expiration of the Term of this Lease and whether
Tenant is to perform all restoration made necessary by the removal of any such
Alteration. In the event Tenant does not request Landlord to make such
indication, or when Tenant does not obtain Landlord's prior consent to any
alteration or addition pursuant to Section 6.1.1, Landlord shall have the right
to require Tenant to remove any alteration or addition upon expiration of the
Term of this Lease and to perform all restoration made necessary by such
removal.

Section 6.2 - Mechanics' Liens

         Any mechanics' lien filed against the Premises, Building or Project for
work done or claimed to have been done by or materials claimed to have been
furnished to Tenant or its agents shall be discharged by Tenant at its expense
within ten (10) days thereafter by the filing of the bond required by law, by
payment, by satisfaction or otherwise. Failure to so discharge any such lien
shall constitute a default hereunder. If Tenant has not caused the lien to be so
released within such 10-day period, Landlord, in addition to all other remedies
provided in this Lease and by law, shall have the right, but shall not be
obligated, to cause the lien to be released by such means as Landlord deems
proper, including payment of the claim giving rise to the lien. All payments
made and expenses incurred by Landlord in connection with the lien shall be
considered additional Rent pursuant to Section 3.1 above.

Section 6.3 - Alterations as Landlord's Property

         All Alterations, whether made and/or paid for by Tenant or Landlord,
shall immediately become a part of the realty and shall be and remain Landlord's
property, and shall not be removed without the written consent of Landlord.
Notwithstanding the foregoing, all goods, effects, personal property, cubicles,
partitions, local area network cabling, detachable walls, business and trade
fixtures, machinery and equipment owned by Tenant or installed at Tenant's
expense in the Premises shall remain the personal property of Tenant and may be
removed by Tenant at any time, and from time to time, during the Term of this
Lease provided Tenant shall, in removing any such property, repair or, at
Landlord's option, shall pay to Landlord the cost of repairing all damage to the
Premises and the Building caused by such removal and to restore the Premises to
their original condition as of the Commencement Date.

Section 6.4 - Indemnification

         Tenant's indemnity obligations under Article 9 of this Lease shall
include any matter arising out of or connected with (i) the making, maintenance,
repair, installation, removal or existence of any Alterations (including, but
not limited to, claims or liability for breach of warranty, worker's
compensation, personal injury or property damages) and (ii) Tenant's performance
and observance of, or failure to timely perform and observe, its obligations
under this Article 6. Notwithstanding the previous sentence, Landlord shall have
no right to settle mechanics' or materialmen's liens within the ten (10) day
period described in Section 6.2 or any liens which are bonded over.

Section 6.5 - Survival

         Tenant's obligations under this Article 6 shall survive the expiration
or earlier termination of this Lease.


                                     - 15 -
<PAGE>   21
                               ARTICLE 7 - REPAIRS

Section 7.1 - Tenant's Obligations/Procedures

         7.1.1 Subject to the provisions of Section 7.1.2, Section 7.2, Article
10 and Article 11, Tenant shall operate, maintain, keep clean, provide
janitorial services for, and take good care of the Premises and the fixtures
therein (including, without limitation, the floor and window coverings), and
provide for the disposal of trash, garbage, and waste arising in connection with
Tenant's use or occupancy, all at Tenant's sole cost and expense and, subject to
the provisions of Article 6 hereof, shall make all repairs and replacements, at
its sole cost and expense as and when Landlord deems reasonably necessary to
preserve in good working order and condition the Premises and every part
thereof, including, without limitation, all plumbing, electrical and lighting
facilities and equipment, fixtures, interior walls, interior surfaces of
exterior walls, ceilings, doors, windows, roof membrane, plate glass, skylights
and, subject to Section 7.1.2, the heating, ventilating and air conditioning
systems located within the Premises or serving the Premises and located within
or on the Building, serving the Premises except if and to the extent any of such
Building systems are located within the premises of any other tenant of the
Building and to such extent, after reasonable written notice to Landlord,
Landlord shall cause such work to be performed at Tenant's sole cost and
expense. Tenant shall maintain, repair and operate the Premises, the fixtures
therein and such Building systems serving the Premises in a good condition
comparable to the manner other buildings in projects similar in size, character
and location are maintained and operated by institutional owners. All repairs
and replacements shall be in quality and class equal to the original work. Upon
the expiration or other termination of the Term of this Lease, Tenant shall
surrender the Premises to Landlord in as good order, condition and repair as
they were received by Tenant, ordinary wear and tear and damage caused by
casualty (subject to the other provisions of the Lease) excepted. All repairs
and replacements made by Tenant pursuant to this Section 7.1 shall be subject to
the conditions set forth in Article 6.

         7.1.2 At Landlord's option exercisable from time to time, either
Landlord or Tenant shall procure and maintain, at Tenant's expense (payable by
Tenant directly to the provider of such service), a heating, ventilating and air
conditioning system maintenance contract to provide for inspection, maintenance
and repair of such systems. If Landlord elects to have Tenant obtain such
contract, the form and substance of the contract and the qualifications of the
service provider shall be satisfactory to Landlord. Without limiting the
generality of the foregoing, such contract shall name Landlord as an express
third party beneficiary of the contract, shall be assignable to Landlord, shall
be terminable upon thirty (30) days advance written notice, shall provide for
inspections, repairs and maintenance to be performed at a minimum frequency of
once every three (3) months, shall provide for a written report to Landlord of
each such occasion of inspection, maintenance or repair, and an original of such
contract shall be delivered to Landlord. If Landlord elects to procure and
maintain such maintenance contract, Tenant shall pay to Landlord from time to
time, within ten (10) days after delivery of a statement therefor, the cost of
such contract.

         7.1.3 Supplementing the provisions of Sections 7.1.1 and 7.1.2 and not
in limitation or derogation thereof, Tenant shall be obligated to pay directly
to the parties entitled thereto all direct and indirect fees, costs and
expenses, in connection with performance of Tenant's obligations set forth in
Sections 7.1.1 and 7.1.2, including, without limitation, the following: (i) all
wage and labor costs and expenses paid or incurred by Tenant or Tenant's
authorized representatives and applicable to the persons engaged in the
operation, maintenance, overhaul or repair of all or any portion of the Premises
or fixtures therein, whether they be employed by Tenant or as independent
contractors (including, without limitation, the cost effect of any increase or
decrease in the hours of employment or the number of paid holidays or vacation
days, social security taxes, unemployment insurance taxes and the cost (if any)
of providing disability, hospitalization, medical, welfare, pension, retirement,
or other benefits applicable with respect to such persons); (ii) the cost and
expense of utilities, utility surcharges, water and sewer charges, fuel,
building supplies and materials, services contracts, janitorial services, or any
costs levied, assessed or imposed by, or at the direction of, or resulting from
statutes or regulations or interpretations thereof, promulgated by any federal,
state, regional, municipal or local government authority in connection with the
use or occupancy of the Premises.

Section 7.2 - Landlord's Obligations and Rights

         Landlord, subject to reimbursement pursuant to Article 3 and further
subject to the provisions of Article 10 and Article 11, shall keep in good
condition and repair the following: (a) the foundations, exterior walls,
structural condition of interior bearing walls and roof of the Premises; and (b)
the Common Areas, including, without limitation, the parking lots, utilities
installations, roadways, walkways, sidewalks, landscaping, fences and Project
signs. Notwithstanding the foregoing sentence, (i) Landlord shall not be
responsible for any such maintenance, upkeep, repair or replacement to the
extent that the same may be made necessary by or arise from placement or
servicing of, or other activities in relation to the location of, equipment on
the roof of the Premises or the Building in which Tenant is located, or
penetration of the roof by such equipment, regardless of Tenant's having
obtained, prior to the placement of any such equipment, the written approval of
Landlord, unless and until Tenant pays Landlord therefor, including at
Landlord's option advance payment on an estimated basis, the full cost of any
such maintenance, upkeep, repair or replacement; (ii) Landlord shall not, unless
and except as otherwise expressly provided in the Work Letter, be obligated to
paint the exterior or interior surface of exterior walls, nor shall Landlord be
required to maintain, repair or replace doors,

                                     - 16 -
<PAGE>   22
windows or plate glass of the Premises; and (iii) Landlord shall have no
obligation to repair, but without obligation to do so may elect to repair, at
the expense of Tenant, all damage or injury to the Premises, or to the Building
or Project and its fixtures, appurtenances or equipment or to any of the areas
used in connection with the operation of the Building or Project, caused or done
by Tenant or Tenant's agents, servants, employees, contractors, visitors or
licensees or caused by moving property of Tenant in or out of the Building or
the Project, or by the installation or removal of furniture or other property,
or resulting from fire, heating, ventilating or air conditioning unit or system,
short circuits, overflow or leakage of water, steam, gas, sewage or odors, or by
frost or by bursting or leaking of pipes or plumbing works, or gas, or from any
other source, due to the negligence, or willful misconduct of Tenant or Tenant's
agents, servants, employees, contractors, visitors or licensees.

Section 7.3 - Statutory Waivers

         Tenant hereby waives all rights under the provisions of any law in
existence during the Term, authorizing a tenant to make repairs at the expense
of a landlord.

Section 7.4 - No Liability of Landlord

         Unless and except to the extent caused by Landlord's gross negligence
or willful misconduct and except as provided in Article 10 hereof, there shall
be no allowance to Tenant for diminution of rental value, and no liability on
the part of Landlord by reason of inconvenience, annoyance or injury to business
arising from the making of, or the failure to make, any repairs, alterations,
decorations, additions or improvements in or to any portion of the Premises,
Building or the Project (or any of the areas used in connection with the
operation thereof or in or to any fixtures, appurtenances or equipment), or by
reason of the active or passive negligence of Tenant or any other tenant or
occupant of the Building or Project. In no event shall Landlord be responsible
for any consequential damages arising or alleged to have arisen from any of the
foregoing matters. Notwithstanding the foregoing, if Landlord receives, as the
result of any interruption in services or as a result of the making of or
failure to make any of the above-mentioned repairs, alterations, decorations,
additions or improvements, when any of the foregoing prevented Tenant's use of
the Premises, rental insurance proceeds, then to the extent of such proceeds
received, Tenant's Rent shall be abated.

                 ARTICLE 8 - SUBORDINATION/PROTECTION OF LENDERS

Section 8.1 - Subordination

         8.1.1 This Lease shall be subject and subordinate to all ground or
underlying leases, mortgages and deeds of trust which now or hereafter encumber
or otherwise affect the real property of which the Premises forms a part or
encumber or affect the ground or underlying leases, and all renewals,
modifications, consolidations, replacements and extensions thereof, without the
necessity of executing any instrument to effectuate such subordination;
provided, however, upon the request of Landlord, Tenant, or Tenant's
successors-in-interest, shall execute and deliver any and all instruments
desired by Landlord evidencing such subordination in the manner requested by
Landlord. Notwithstanding the foregoing, within ten (10) days after the written
request of Landlord, Tenant agrees to execute any appropriate instrument making
this Lease and the leasehold estate created hereby superior to the lien of any
ground or underlying lease, mortgage or deed of trust. Notwithstanding the
foregoing, upon Tenant's request, Landlord agrees to make good faith efforts to
obtain nondisturbance on behalf of Tenant substantially in the form of the
agreement attached hereto as Exhibit H and incorporated herein by this
reference.

Section 8.2 - Attornment to Successor

         8.2.1 Tenant agrees that, at the option of the landlord under any
ground or underlying lease now or hereafter affecting the real property of which
the Premises forms a part, Tenant shall attorn to said landlord in the event of
the termination or cancellation of such ground or underlying lease and, if
requested by said landlord, shall enter into a new lease with said landlord (or
a successor ground lessee designated by said landlord) for the balance of the
Term then remaining hereunder upon the same terms and conditions as those herein
provided.

         8.2.2 In the event of foreclosure or exercise of power of sale under
any mortgage or deed of trust now or hereafter affecting the real property of
which the Premises forms a part, the holder of any such mortgage or deed of
trust ("Holder") (or purchaser at any sale pursuant thereto) shall have the
option (a) to require Tenant to attorn to such Holder or purchaser, and to enter
into a new lease with such Holder or purchaser (as Landlord) for the balance of
the term then remaining hereunder upon the same terms and conditions as those
herein provided, or (b) notwithstanding this Article 8, to elect that this Lease
become or remain, as the case may be, superior to said mortgage or deed of trust
and to require Tenant to attorn. Tenant agrees to execute and deliver any
further instruments requested by such Holder or purchaser to evidence such
attornment or superiority.


                                     - 17 -
<PAGE>   23
Section 8.3 - Lender's Right to Cure

         If Landlord is in default, Tenant will accept cure of any default by
any Holder whose name and address shall have been furnished to Tenant in
writing. Tenant may not terminate this Lease for Landlord's default unless
Tenant gives notice of such intent to terminate to each such Holder and the
default is not cured within thirty (30) days after the time period given to
Landlord to cure any such default in this Lease or within such greater time as
may be reasonably necessary to cure such default. A default which cannot
reasonably be cured within said thirty (30) day period shall be deemed cured
within said period if work necessary to cure the default is commenced within
such time and the Holder proceeds diligently thereafter with such work until the
default is cured.

Section 8.4 - Tenant's Financial Statements

         8.4.1 Tenant agrees that Landlord is hereby authorized to request a
credit report on Tenant at any time and from time to time subsequent to the
Lease Date from any third party.

         8.4.2 Upon default under this Lease by Tenant, or upon any request by
Tenant for Landlord's approval of an Assignment or Sublease pursuant to Article
5 above, or upon request of Landlord made not more than once during any
Computation Year for any reason whatsoever, Tenant agrees to promptly provide
Landlord with a full, true and correct current audited annual financial
statement (certified by Tenant's regular certified public accountant) or, if a
current annual audited financial statement should not be available, a full, true
and correct current unaudited annual financial statement (certified by the chief
financial officer of Tenant), covering the financial condition of Tenant, the
same to be accompanied by all financial statements of any kind issued by Tenant
to any bank or other financial institution or credit reporting service at any
time during the twelve (12) months next immediately preceding the date of said
current financial statement.

         8.4.3 Within ten (10) days after Landlord's written request, Tenant
shall deliver to Landlord, or to any actual or prospective Holder that Landlord
designates, such the most recent quarterly financial statements as are available
to verify the financial condition of Tenant, or any Transferee or guarantor of
Tenant, to facilitate the financing or refinancing of the Building or Project,
or the creation, extension or renewal of any underlying or ground lease
affecting the Project.

         8.4.4 Tenant represents and warrants to Landlord and such Holder that
each financial statement delivered by Tenant is or shall be, as the case may be,
accurate in all material respects to the best of Tenant's actual knowledge as of
the date of such statement.

Section 8.5 - Lease Modifications

         If any prospective Holder should require, as a condition of any ground
or underlying lease, mortgage, or deed of trust, or modification of any
provision of this Lease, Tenant shall approve and execute any such modifications
within ten (10) days after written request, provided such modifications do not
increase any monetary obligation of Tenant hereunder or otherwise materially and
adversely alter the rights or obligations of Landlord or Tenant hereunder.

                      ARTICLE 9 - LIABILITY/INDEMNIFICATION

Section 9.1 - Landlord's Exculpation and Limited Liability

         Landlord, its employees and agents shall not be liable to Tenant and
Tenant waives all claims against Landlord for any injury to or death of any
person or for loss of use of or damage to or destruction of property in or about
the Premises, Building or the Project by or from any cause whatsoever, including
without limitation earthquake or earth movement, gas leak, fire, oil spills or
contamination, electricity or leakage from the roof, walls, basement or other
portion of the Premises, Building or the Project, except to the extent caused by
the gross negligence or willful misconduct of Landlord, its employees or agents,
but in no event shall Landlord be liable for consequential damages, including,
without limitation, loss of profits or damages from business interruptions.
Landlord is not liable for latent defects in the Premises, Building or Project,
except that such lack of liability shall not excuse Landlord from its
obligations to repair and maintain the Premises, Building and Project to the
extent it is specifically obligated to do so under this Lease.

Section 9.2 - Tenant's Liability, Indemnification and Hold Harmless

         To the extent permitted by law, Tenant hereby indemnifies and agrees to
protect, defend and hold Landlord (its employees, agents, property manager)
harmless against all claims, liability, damages or loss of every nature
whatsoever and against all costs and expenses, including, but not limited to,
reasonable fees of attorneys of Landlord's choice and expert witnesses and
expenses in connection therewith, arising out of either (i) any failure of
Tenant to timely perform or observe its obligations hereunder or (ii) arising
out of or connected with any matter expressly referenced elsewhere in the Lease
as being included within Tenant's indemnity obligation under this Article 9 or
any injury to or death of any person or for loss of use of or damage to or
destruction of property or for violation of law (A) occurring in, on or about
the Premises, from


                                     - 18 -
<PAGE>   24
any cause whatsoever, except to the extent caused by the gross negligence or
willful misconduct of Landlord or its employees, agents or contractors or (B)
occurring in, on or about any portion of the Building or Project or areas used
in connection with the Project, the use of which Tenant has in common with other
tenants (including, without limitation, elevators, stairways, passageways or
hallways and other portions of the Common Areas), when such claim, injury or
damage is caused in whole or in part by the act, neglect, default, or omission
of Tenant, its employees, agents, contractors, invitees, licensees, visitors,
assignees or subtenants including, without limitation, the default by Tenant in
the observance or performance of any of its obligations hereunder. Landlord
reserves the right to settle, compromise or dispose of any and all suits, claims
and actions related to the foregoing indemnities in its sole discretion and the
exercise of said right shall not reduce Tenant's obligations hereunder. Any
defense made by Tenant under this Article 9 shall be made only with counsel (i)
previously approved in writing by Landlord which approval shall not be
unreasonably withheld in its sole discretion, and (ii) willing to cooperate with
counsel of Landlord's choice in connection with such defense.

Section 9.3 - Survival and Conflicts with other Indemnity Provisions

         The provisions of this Article 9 shall not diminish Landlord's rights
and Tenant's obligations set forth in Article 4 and Section 6.4. The provisions
of this Article 9 shall survive the expiration or earlier termination of this
Lease. Any waiver of claims against Landlord and/or indemnification of Landlord
pursuant to the terms of this Lease, including without limitation the terms of
this Article 9, shall in no event be deemed to apply to Landlord's fraud,
willful injury to the person or property of another, or violation of any law,
whether willful or negligent, to the extent such waiver or indemnity would
violate Arizona law.

                         ARTICLE 10 - DAMAGE/DESTRUCTION

Section 10.1 - Destruction and Repair

         If the Premises shall be damaged by fire or other cause, and if Tenant
shall give prompt notice to Landlord of such damage, Landlord, at Landlord's
expense, shall repair such damage and restore the Premises to substantially the
condition it was in prior to such fire or casualty; provided, however, that
Landlord shall have no obligation to repair any damage or to replace Tenant's
personal property, trade fixtures or equipment, Alterations or any other
property or effects of Tenant. Notwithstanding the foregoing, Landlord shall
have no obligation to repair such damage and restore the Premises to
substantially the condition it was in prior to such fire or casualty: (i) to the
extent there are governmental restrictions which preclude Landlord from
repairing and restoring the Premises or the Building to substantially the
condition it was in prior to such fire or other casualty; or (ii) if Tenant is
in default which is not de minimis under this Lease. Except as otherwise
provided in this Article 10, if the entire Premises shall be rendered
untenantable by reason of any such damage, the Base Monthly Rent shall abate for
the period from the date of such damage to the date when such damage to the
Premises shall have been repaired, and if only a part of the Premises shall be
rendered untenantable, the Base Monthly Rent shall abate for such period in the
proportion that the area of the part of the Premises so rendered untenantable
bears to the total area of the Premises; provided, however, if, prior to the
date when all of such damage shall have been repaired, any part of the Premises
so damaged shall be rendered tenantable or shall be used or occupied by Tenant
or any person or persons claiming through or under Tenant, then the amount by
which Base Monthly Rent shall abate shall be equitably apportioned for the
period from the date of any such use or occupancy to the date when all such
damage shall have been repaired.

Section 10.2 - 180 Day and 60 Day Repair Criteria

         10.2.1 Notwithstanding the provisions of Section 10.1, if prior to or
during the Term, the Premises shall be so damaged by fire or other casualty
that, in Landlord's architect's or contractor's opinion determined in its
reasonable discretion, it will take longer than one hundred eighty (180) days
from the date of the casualty to substantially complete the repair and
restoration of the Premises or Building, then Landlord shall give to Tenant as
soon as possible but in no event later than sixty (60) days after the casualty,
notice of such opinion ("the 180 Day Notice"). If such repairs and restoration
cannot in Landlord's architect's or contractor's opinion be substantially
completed within one hundred eighty (180) days after the date of the casualty,
Landlord and Tenant shall each have the right to terminate this Lease by giving
written notice to the other within fifteen (15) days after Tenant's receipt of
the 180 Day Notice.

         10.2.2 Notwithstanding any provision herein to the contrary, Landlord
and Tenant shall each have the right to terminate this Lease in the event the
Premises is damaged by a fire or other casualty during the last year of the Term
of this Lease if in Landlord's architect's or contractor's opinion determined in
its reasonable discretion it will take longer than sixty (60) days to
substantially complete the repair and restoration of the Premises. Landlord
shall give notice of such opinion (the "60 Day Notice") as soon as possible, but
in no event later than thirty (30) days after such casualty. In the event either
party elects to terminate this Lease pursuant to this Section 10.2.2 such party
shall give written notice to the other, which must be received by the other
party no later than five (5) days after Tenant's receipt of the 60 Day Notice.


                                     - 19 -
<PAGE>   25
         10.2.3 In the event Landlord or Tenant delivers such a written
termination notice pursuant to Section 10.2.1 or Section 10.2.2, this Lease and
the Term shall terminate thirty (30) days thereafter with the same effect as if
the expiration of such thirty (30) day period was the Expiration Date, and Rent
shall be apportioned as of such date. In the event that this Lease is not so
terminated and the actual time to substantially complete the repair and
restoration of the Premises takes longer than one hundred eighty (180) days (or
sixty (60) days in the event Landlord gives a 60 Day Notice), Tenant shall have
no claim or remedy of any kind whatsoever against Landlord for any costs,
damages, losses, liabilities or penalties it incurs, provided Landlord
diligently prosecutes the repair and restoration of the Premises to substantial
completion.

Section 10.3 - Lack of Insurance Proceeds

         Notwithstanding anything contained in this Article 10 to the contrary,
in no event shall Landlord be required to spend for any repair, replacement or
reconstruction of the Premises an amount greater than the insurance proceeds
actually received by Landlord (plus the amount of reimbursement of deductibles
actually received from Tenant as Building Costs or Project Costs) as a result of
the fire or other casualty causing such loss, damage or destruction.

Section 10.4 - No Release of Liability

         Except to the extent expressly provided otherwise in this Lease,
including, without limitation the provisions of Section 14.3, nothing contained
in this Lease shall relieve Tenant of any liability to Landlord or to its
insurance carriers that Tenant may have under law or under the provisions of
this Lease in connection with any damage to the Premises or the Project by fire
or other casualty.

Section 10.5 - Tenant's Negligence

         Notwithstanding the provisions of Section 10.1, if any such damage or
destruction is due to the negligent act or omission of Tenant, any person
claiming through or under Tenant, or any of their employees, suppliers,
shippers, customers or invitees, then there shall be no abatement (to the extent
such is provided herein) of Base Monthly Rent by reason of such damage, unless
Landlord is reimbursed for such abatement of Base Monthly Rent pursuant to any
rental insurance policies that Landlord may, in its sole discretion, elect to
carry.

Section 10.6 - Express Agreement Re Damage and Destruction

         The provisions of this Lease, including this Article 10, constitute an
express agreement between Landlord and Tenant with respect to any and all damage
to, or destruction of, all or any part of the Premises, the Building or any
other portion of the Project, and it is agreed that any statute or regulation of
the State of Arizona with respect to any rights or obligations concerning damage
or destruction in the absence of an express agreement between the parties, and
any similar statute or regulation, now or hereafter in effect, shall have no
application to this Lease or to any damage to or destruction of all or any part
of the Premises, the Building or any other portion of the Project.

                           ARTICLE 11 - EMINENT DOMAIN

Section 11.1 - Partial or Total Taking

         If all or substantially all of the Premises or Building is condemned or
taken in any manner for public or quasi-public use, including, but not limited
to, a conveyance or assignment in lieu of a condemnation or taking, this Lease
shall automatically terminate as of the earlier of the date of the vesting of
title or the date of dispossession of Tenant as a result of such condemnation or
other taking. If less than all or substantially all of the Premises or Building
is so condemned or taken, this Lease shall automatically terminate only as to
the portion of the Premises so taken as of the earlier of the date of the
vesting of title or the date of dispossession of Tenant as a result of such
condemnation or taking. If such portion of the Premises or Building is condemned
or otherwise taken so as to require, in the opinion of Landlord, a substantial
alteration or reconstruction of the remaining portions thereof, this Lease may
be terminated by Landlord, as of the earlier of the date of the vesting of title
or the date of dispossession of Tenant as a result of such condemnation or
taking, by written notice to Tenant given within sixty (60) days following
notice to Landlord of the date on which said vesting or dispossession will
occur. Tenant hereby specifically waives any and all rights it may have under
any law, statute, ordinance or regulation to terminate this Lease upon partial
condemnation of the Premises, Building, or Project and the parties hereto
specifically agree that this Lease shall not automatically terminate upon
condemnation.

Section 11.2 - Award

         Landlord shall be entitled to the entire award in any condemnation 
proceeding or other proceeding for taking for public or quasi-public use,
including, without limitation, any award made for the value of the leasehold
estate created by this Lease and Alterations which are the property of Landlord.
No award for any partial or entire taking shall be apportioned, and Tenant
hereby assigns to Landlord any award that may be


                                     - 20 -
<PAGE>   26
made in such condemnation or other taking, together with any and all rights of
Tenant now or hereafter arising in or to same or any part thereof; provided,
however, that nothing contained herein shall be deemed to give Landlord any
interest in, or to require Tenant to assign to Landlord, any award made to
Tenant specifically for its relocation expenses, the taking of personal property
and trade fixtures belonging to Tenant, or the interruption of or damage to
Tenant's business if such award is made separately to Tenant and not as part of
the damages recoverable by Landlord.

Section 11.3 - Sale to Condemning Authority

         Landlord may, without any obligation to Tenant and without obtaining
Tenant's consent, agree to sell and/or convey to the condemnor the Premises,
Building or Project or any portion thereof sought by the condemnor, free from
this Lease and the rights of Tenant hereunder, without first requiring that any
action or proceeding be instituted air, if instituted, pursued to a judgment. In
the event Landlord sells and/or conveys all or any portion of the Premises,
Building or Project to a condemnor this Lease shall terminate on the date the
deed or other document evidencing such conveyance is recorded. Tenant shall
still be entitled to any awards it would have received under this Article 11
had a condemnation in lieu of sale occurred.

Section 11.4 - Proration/Abatement of Base Monthly Rent

         In the event of an automatic or elective termination of this Lease
pursuant to Section 11.1 or of sale pursuant to Section 11.3, the Rent shall be
equitably prorated as of the date of termination of this Lease. In the event of
a partial condemnation or taking that is permanent, but does not result in a
termination of this Lease as to the entire Premises pursuant to Section 11.1,
the Rent shall abate in proportion to the portion of the Premises taken by such
condemnation of other taking.

Section 11.5 - Temporary Taking

         If all or any portion of the Premises is condemned or otherwise taken
for public or quasi-public use for a limited or temporary period of time, this
Lease shall remain in full force and effect and Tenant shall continue to perform
all terms, conditions and covenants of this Lease, except that the Base Monthly
Rent shall be abated in accordance with Section 11.3 but only during the period
of any such limited or temporary condemnation or taking. The apportionment of
any award shall be governed by the provisions of Section 11.2.

                             ARTICLE 12 - UTILITIES

Section 12.1 - Utilities

         12.1.1 Tenant shall pay directly to the providers of all services for
separately metered or directly billed water, gas, heat, light, power, telephone
and other utilities and services supplied to the Premises, all fees, costs and
expenses of such services, together with any Taxes thereon. Landlord makes
no representation with respect to the adequacy or fitness of the heating,
ventilating or air conditioning equipment in the Project to maintain
temperatures that may be required for, or because of, any equipment of Tenant
other than normal fractional horsepower office equipment, and Landlord shall
have no liability for loss or damage in connection therewith.

         12.1.2 In the event any governmental entity promulgates or revises any
statute, ordinance or building, fire or other code or imposes mandatory or
voluntary controls or guidelines on Landlord, the Project or any part thereof,
relating to the use or conservation of energy, water, gas, light or electricity
or the reduction of automobile or other emissions or the provision of any other
utility or service provided with respect to this Lease, or in the event Landlord
is required or elects to make alterations to the Project or any other part
thereof in order to comply with such mandatory or voluntary controls or
guidelines, Landlord may, in its sole discretion, require Tenant to comply with
such mandatory or voluntary controls or guidelines or Landlord may, in its sole
discretion, make such alterations to the Project or any other part thereof. All
costs incurred by Landlord in connection with such laws, ordinances, guidelines
or controls, including alterations to the Project shall be included in Operating
Costs and assessed to Tenant pursuant to Section 3.4, except to the extent that
such costs are to be entirely the responsibility of Tenant pursuant to this
Lease, in which latter case such costs shall be entirely assessed to Tenant.
Neither such compliance nor the making of such alterations shall in any event
entitle Tenant to any damages, relieve Tenant of the obligation to pay the full
Rent reserved hereunder or constitute or be construed as a constructive or other
eviction of Tenant.

                     ARTICLE 13 - LANDLORD'S RIGHT OF ENTRY

         Landlord and Landlord's agents shall have the right to enter the
Premises at all times, to examine the same and to make such repairs or
alterations, decorations, additions or improvements as Landlord may reasonably
deem necessary or desirable, including without limitation the use and
maintenance of pipes and conduits in and through the Premises, and Landlord and
Landlord's agents shall be allowed to take all material into and upon the
Premises that may be required therefor without the same constituting an eviction
of Tenant in whole or in part, and subject to the provisions of Article 10, the
Base Monthly Rent reserved shall in no way abate while said repairs,
alterations, decorations, additions or improvements are being made, by reason


                                     - 21 -
<PAGE>   27
of inconvenience, annoyance or injury to the business of Tenant because of the
prosecution of any such work, or otherwise. Landlord and Landlord's agents are
expressly granted permission to inspect the Premises at any reasonable time and
to show the Premises at any reasonable time to prospective tenants, mortgagees,
purchasers, lessees of the Building or Project and other persons with a business
interest therein. If, during the last month of the Term, Tenant shall have
removed all or substantially all of Tenant's property therefrom, Landlord may
immediately enter and alter, renovate and redecorate the Premises, without
elimination or abatement of Rent or other compensation, and such acts shall have
no effect upon this Lease. If Tenant shall not be personally present to open and
permit an entry into the Premises, at any time, when for any reason entry
therein shall be necessary or permissible hereunder, Landlord or Landlord's
agents may enter the same by a master key, or may forcibly enter the same,
without rendering Landlord or such agents liable therefor (if during such entry
Landlord or Landlord's agents shall accord reasonable care to Tenant's
property), and without in any manner affecting the obligations, terms,
covenants, conditions, provisions or agreements of this Lease. Nothing herein
contained, however, shall be deemed or construed to impose upon Landlord any
obligation, responsibility or liability whatsoever, for the care, supervision or
repair of the Project or the Building or any part thereof, other than as
otherwise provided in this Lease. Notwithstanding any provision in this Article
13 to the contrary, Landlord agrees to provide Tenant with at least 24 hours
prior notice (except when Landlord reasonably determines that an emergency
situation exists) and Tenant shall have the right to accompany Landlord or
Landlord's employees, agents, contractors and representatives when Landlord
enters the Premises. Landlord shall use reasonable efforts to accommodate
Tenant's desire to have all entry into the Premises during normal business
hours.

                         ARTICLE 14 - TENANT'S INSURANCE

Section 14.1 - Tenant's Insurance

         Tenant shall carry at its expense and maintain in force during the Term
the following insurance:

                  (a) Commercial General Liability Insurance with a Broad Form
Liability Endorsement (including protective liability coverage on operations of
independent contractors engaged in construction and also blanket contractual
liability insurance) on an "occurrence" basis against claims for "personal
injury" liability, including without limitation bodily injury, death or property
damage liability with a limit of not less than Five Million Dollars ($5,000,000)
in the event of "personal injury" to any number of persons or of damages to
property arising out of any one "occurrence"; such insurance shall cover
Tenant's indemnity obligations hereunder (excluding the indemnity obligations
relating to Hazardous Materials, so long as such indemnity obligations are not
generally insured for by tenants in the vicinity of the Project) and may be
furnished under a "primary" policy and an "umbrella" policy, provided that it
is primary insurance and not excess over or contributory with any insurance in
force for Landlord;

                  (b) insurance against loss or damage by fire and such other
risks and hazards as are insurable under present and future standard forms of
fire and extended coverage insurance policies, to the personal property,
furniture, furnishings and fixtures belonging to Tenant located in the Premises
for not less than 100% of the actual replacement value thereof;


                  (c) Worker's Compensation and Employee's Liability Insurance
(as required by state law); and

                  (d) such other insurance as is generally required by owners of
lenders on buildings similar in size, character, age and location as the
Building.

Section 14.2 - General Requirements of Tenant's Insurance

         14.2.1 All such insurance shall name Landlord, any mortgagee and/or
ground or underlying lessor as additional insureds and shall provide that
Landlord and any additional insureds shall receive thirty (30) days' written
notice from the insurer prior to any cancellation or change of coverage, and
shall contain a cross liability or severability clause.

         14.2.2 All insurance required to be carried by Tenant hereunder shall
be written only as primary insurance and non-contributing and shall be effected
with only such companies as Landlord shall approve, but in any event not with
any company of less repute than those having a general policy rating of A and a
financial rating of XV as rated in the most current available "Best's Insurance
Reports". In the event "Best's Insurance Reports" is not currently published,
such minimum standard shall be that published by any other nationally recognized
publisher of such information. Landlord's approval shall be deemed to have been
given unless Landlord in writing disapproves such company (i) not later than one
month after submission of a policy or certificate to Landlord or (ii) at any
time due to claims experience. Any insurance carried by Landlord shall not be
contributory.

         14.2.3 Tenant shall deliver true and correct copies of the policies of
insurance required hereunder and original certificates thereof to Landlord at
least ten (10) days before the Commencement Date, and thereafter at least thirty
(30) days before the expiration dates of expiring policies.


                                     - 22 -
<PAGE>   28
         14.2.4 In the event Tenant shall fail to procure such insurance, or to
deliver such policies or certificates, Landlord may, at its option, without
waiving any rights or remedies which Landlord may have for Tenant's default
hereunder, procure such insurance for the account of Tenant, and the cost
thereof shall be paid to Landlord within ten (10) days after delivery to Tenant
of bills therefor. Nothing contained in this Article 14 shall be construed as a
limitation of Tenant's liability hereunder.

Section 14.3 - Waiver of Subrogation

         (a) Subject to the rights of Landlord under Article 3 to collect,
utilize and replenish Building Costs and Project Costs for the purposes therein
set forth, Landlord waives any and all rights of recovery against Tenant for or
arising out of damage to or destruction of the Premises, the Building or the
Project, or any part thereof, from causes then included under standard "all
risk" coverage owner's property insurance policies or endorsements whether or
not such policies are in effect covering Landlord or Tenant and whether or not
such damage or destruction shall have been caused by the negligence of Tenant,
its agents, employees, contractors, visitors or licensees, but only to the
extent that Landlord's insurance policies then in force permit such waiver.
Tenant waives any and all rights of recovery against Landlord for or arising out
of damage to or destruction of any property of Tenant, from causes then included
under standard "all risk" coverage property insurance policies or endorsements
whether or not such policies are then in effect covering Landlord or Tenant and
whether or not caused by the negligence of Landlord, its agents, employees,
contractors, visitors or licensees, but only to the extent that Tenant's
insurance policies then in force permit such waiver. Landlord and Tenant
represent that their present insurance policies now in force permit such waiver.

         (b) If at any time during the term of this Lease either party shall
give no less than five (5) days prior notice to the other certifying that any
insurance carrier which has issued any such policy covering any of the property
above mentioned has refused to consent to the aforesaid waiver of subrogation,
or such carrier revokes a consent previously given or cancels or threatens to
cancel any policy previously issued and then in force and effect because of such
waiver of subrogation, then, in any of such events, the waiver in this Article
14 shall thereupon be of so further force and effect as to the loss, damage or
destruction covered by such policy; provided, however, that if at any time
thereafter such consent shall be obtained therefor from any existing or
substitute insurance company, the waiver hereinabove provided for shall again
become effective. The cost of obtaining any such waiver shall be deemed a cost
of such policy.

Section 14.4 - Landlord's Insurance

         Landlord shall procure, at Tenant's cost and expense as an Operating
Cost under Article 3, the following insurance:

                  (a) Commercial General Liability Insurance (including
protective liability coverage on operations of independent contractors engaged
in construction and also blanket contractual liability insurance) on an
"occurrence" basis for the benefit of Landlord as named insured against claims
for "personal injury" liability, including, without limitation, bodily injury,
death or property damage liability;

                  (b) Insurance against loss or damage by fire and such other
risks and hazards as are insurable under present and future standard forms of
fire and extended coverage insurance policies, covering the full replacement
cost (to the extent such coverage is available at a commercially reasonable
cost) of all structures of the Premises; and

                  (c) Landlord may, but is not obligated to carry such other
insurance (including, without limitation, insurance against loss of rents and/or
earthquake insurance) with respect to the Landlord or the Premises, Building
and/or Project: (i) as is generally carried by Metropolitan Life Insurance
Company for similar properties, for as long as Metropolitan Life Insurance
Company has an ownership interest in the Landlord or any portion of the Project;
and (ii) after Metropolitan no longer has an ownership interest in the Landlord
or any portion of the Project, as is generally carried by owners of, or required
by lenders on, buildings or projects similar in size, character and location as
the Building or Project.

         Tenant shall be entitled to obtain at its own cost and expense any
additional insurance Tenant reasonably desires to protect itself as a result of
Tenant agreeing to the exculpatory language in Articles 6 and 9.

                      ARTICLE 15 - INSOLVENCY OR BANKRUPTCY

Section 15.1 - Insolvency or Bankruptcy

         15.1.1 In addition to the occurrences set forth in Section 16.1
hereinafter, the following events shall constitute a default under this Lease:
(i) Tenant admits in writing its inability to pay its debts as they mature; (ii)
Tenant makes an assignment for the benefit of creditors or takes any other
similar action for the protection or benefit of creditors; (iii) Tenant gives
notice to any governmental body of insolvency or pending insolvency, or
suspension or pending suspension of operations; (iv) Tenant files a voluntary
petition in bankruptcy or has an involuntary petition filed against him, her or
it and such petition has not been dismissed


                                     - 23 -
<PAGE>   29
within sixty (60) days; (v) Tenant files any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or other similar relief under any present or future bankruptcy statute,
regulation or law; (vi) a court of competent jurisdiction enters an order,
judgment or decree approving a petition filed against Tenant seeking any relief
described in the preceding subparagraph (v) and such order, judgment or decree
shall remain unvacated and unstayed for an aggregate of sixty (60) days from the
date of entry thereof; (vii) a trustee, receiver, conservator or liquidator of
Tenant or of all or any substantial part of its property or its interest in the
Premises is employed or appointed and such receivership remains undissolved for
sixty (60) days; or (viii) this Lease or any estate of Tenant hereunder is
levied upon under any writ of attachment or execution, and such writ shall
remain unvacated and unstayed for ten (10) days.

         15.1.2 Upon the filing of a petition by or against Tenant under the
United States Bankruptcy Code, Tenant, as debtor in possession, and any trustee
who may be appointed agree to:

                  (a) perform each and every obligation of Tenant under this
Lease until such time as this Lease is either rejected or assumed by order of
the United States Bankruptcy Court;

                  (b) pay in the manner and at the time provided hereunder as
reasonable compensation for use and occupancy of the Premises;

                  (c) reject or assume this Lease within sixty (60) days of the
filing of such petition under Chapter 7 of the Bankruptcy Code or within one
hundred twenty (120) days (or such shorter term as Landlord, in its sole
discretion, may deem reasonable so long as notice of such period is given) of
the filing of a petition under any other Chapter;

                  (d) give Landlord at least forty-five (45) days prior written
notice of any abandonment of the Premises; any such abandonment to be deemed a
rejection of this Lease; and

                  (e) do all other things of benefit to Landlord otherwise
required under the Bankruptcy Code.

         Tenant, as debtor in possession, and any such trustee shall be deemed
to have rejected this Lease in the event of the failure to comply with any of
the above requirements and to have consented to the entry of an order by an
appropriate Bankruptcy Court requiring compliance with any of the above
requirements, waiving all rights to notice of the entry of such order.

Section 15.2 - Measure of Damages

         In the event of the termination of this Lease pursuant to Section 15.1,
Landlord shall be entitled to the same rights and remedies as those set forth in
Sections 16.1 and 16.2 and in Article 18 of this Lease.

Section 15.3 - Provision of Services and Assumption of Lease

         In the event of the occurrence of any of those events specified in
Section 15.1, if Landlord shall not choose to exercise, or by law shall not be
able to exercise, its rights hereunder to terminate this Lease upon the
occurrence of such events, then, in addition to any other rights of Landlord
hereunder or by law, (i) Landlord shall not be obligated to provide Tenant with
any of the services specified in Article 12, unless Landlord has received
compensation in advance for such services, and the parties agree that Landlord's
estimate of the compensation required with respect to such services shall
control, and (ii) neither Tenant, as debtor-in-possession, nor any trustee or
other person (hereinafter collectively called the "Assuming Tenant") shall be
entitled to assume this Lease unless, on or before the date of such assumption,
the Assuming Tenant (x) cures, or provides adequate assurance that the latter
will promptly cure, any existing default under this Lease, (y) compensates, or
provides adequate assurance that the Assuming Tenant will promptly compensate,
Landlord for any pecuniary loss (including, without limitation, attorneys' fees
and disbursements) resulting from such default, and provides adequate assurance
of future performance under this Lease, it being covenanted and agreed by the
parties that, for such purposes, any cure or compensation shall be effected by
the immediate payment of any monetary default or any required compensation, or
the immediate correction or bonding of any nonmonetary default; any "adequate
assurance" of such cure or compensation shall be effected by the establishment
of an escrow fund for the amount at issue or by bonding and "adequate assurance"
of future performance shall be effected by the establishment of an escrow fund
for the amount at issue or by bonding, it being covenanted and agreed by
Landlord and Tenant that the foregoing provision was a material part of the
consideration for this Lease.

                          ARTICLE 16 - DEFAULT/REMEDIES

Section 16.1 - Events of Default

         It shall be deemed conclusively a material breach of this Lease, and
the occurrence of any of the following shall constitute a default by Tenant:


                                     - 24 -
<PAGE>   30
                  (a) Tenant fails to make (i) payment of any Monthly
Installment of Base Monthly Rent within five (5) days of when due, or (ii) any
other payment of Rent pursuant to this Lease within ten (10) days of written
notice of when due; or

                  (b) Tenant fails to perform or honor any obligation, covenant,
condition or representation required to be performed or made by Tenant under
this Lease (other than those described above in Section 16.1(a) and except as
otherwise provided below in Sections 16.1(c) through 16.1(h)) and shall fail,
for a period of ten (10) days after delivery of written notice from Landlord
specifying such failure ("Landlord's Nonmonetary Default Notice"), to cure said
failure (which cure shall include payment to Landlord for compensation for any
damages suffered by Landlord due to such failure and prior to such cure), unless
such failure cannot be cured within said thirty (30) days, in which case it
shall be deemed an event of default under this Lease if Tenant either (1) fails
to commence to cure the applicable default within such thirty (30) day period,
(ii) fails, after commencing to cure within such thirty (30) day period, to use
due diligence to cure the applicable default within such period of time as may
be reasonably necessary, or (iii) fails to cure the applicable default within
sixty (60) days after Landlord's Nonmonetary Default Notice; or

                  (c) Tenant abandons the Premises for a period of thirty (30)
days, and Tenant fails to (i) give Landlord fifteen (15) days prior written
notice of such intent to abandon and (ii) keep in place all signage it has
erected or constructed in the Common Areas, Premises, Building or Project; or

                  (d) Tenant fails to timely perform or observe any obligation
required to be performed or observed by Tenant under this Lease within any time
period specifically set forth in this Lease for such performance or observance;
or

                  (e) Tenant fails to timely perform or observe any obligation
required to be performed or observed by Tenant under this Lease (other than an
obligation described in 16.1(a), above) and in its sole judgment, Landlord
determines that such failure subjects the Premises, Building or Project to the
risk of physical damage which is not de minimis in nature, or disturbs or
threatens to disturb other tenants in the Project which disturbance is not de
minimis, or subjects the Landlord to the risk of civil damages, equitable
forfeiture or restraint or criminal penalties, or consists of, results in or
threatens the cancellation of any insurance policy required to be kept under
this Lease or constitutes a violation of any contractual obligation of Landlord;
or

                  (f) Any of the events described in Section 15.1.1 shall occur;
or

                  (g) Tenant assigns, or transfers, by operation of law or
otherwise, or enters into an agreement to assign or transfer any or all of its
interests under this Lease without obtaining Landlord's prior written consent
(other than as expressly permitted under Article 5 hereof) or permits, commits,
suffers or maintains any unlawful act, nuisance or waste on or about the
Premises, the Building or the Project or areas used in connection therewith; or

                  (h) Tenant fails to pay, or deposit with Landlord, timely any
amount of money due to Landlord pursuant to Exhibit D or Tenant Delay under
Exhibit D exceeds thirty (30) days.

Section 16.2 - Remedies

         In the event of any such default or breach by Tenant, Landlord may at
any time thereafter, with or without notice and demand and without limiting
Landlord in the exercise of any rights or remedies otherwise available at law or
in equity which Landlord may have by reason of such default or breach do any one
or more of the following:

                  (a) Re-enter upon the Premises with or without process of law
and with or without terminating the Lease and take possession of the same and of
all trade fixtures, furnishings, equipment and other personal property of
Tenant, including the right to change door locks (or other means of prohibiting
Tenant from having occupancy of the Premises) and suspend utilities and services
and expel or remove Tenant and all other parties occupying the Premises, using
such force as may reasonably be necessary to do so without being liable to
Tenant for any loss or damage occasioned thereby. Personal property may be
removed by Landlord from the Premises and stored in such place as Landlord shall
designate for the account of and at the expense and risk of Tenant and Landlord
shall in no event be liable for any damage or loss thereto. Landlord may, at its
option, and after giving Tenant prior notice thereof, sell said personal
property at public or private sale for such price and upon such terms as
Landlord may determine, applying the proceeds of such sale against the balance
owing by Tenant to Landlord under this Lease, including the expense of such
removal and sale.

                  (b) With or without terminating the Lease lock the doors to
the Premises and exclude Tenant and all other persons therefrom (except those
authorized by Landlord in its sole discretion).

                  (c) Institute suit against Tenant to collect each installment
of rent or other sum as it becomes due or to enforce any other obligation under
this Lease.


                                     - 25 -
<PAGE>   31
                  (d) With or without terminating the Lease, terminate Tenant's
right to possession of the Premises by any lawful means, in which case Tenant
shall immediately surrender possession of the Premises to Landlord and Landlord
shall have the right to reenter the Premises and remove all persons and property
therefrom using all force reasonably necessary for this purpose without being
guilty in any manner of trespass or conversion, any claim by reason of such
reentry being expressly waived. In such event Landlord shall be entitled to
recover from Tenant all damages actually incurred by Landlord by reason of
Tenant's default including, but not limited to, the cost of recovering
possession of the Premises; reasonable expenses (including commissions) of
reletting, including necessary renovation and alteration of the Premises, the
removal of special improvements made for Tenant, reasonable attorney's fees,
reasonable advertising expenses, the actual costs of protecting and caring for
the Premises while vacant, and the actual cost of removing and storing Tenant's
property; the worth at the time of the award of all unpaid rent, additional rent
and other sums payable under the Lease that are or become due and payable prior
to the time of such award (plus all interest and late charges payable with
respect thereto); the worth at the time of award of the amount by which the
unpaid rent, additional rent and other sums payable under the Lease for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Tenant proves could be or could have been
reasonably avoided; and that portion of any leasing commission paid by Landlord
based upon or pursuant to this Lease applicable to the unexpired term of this
Lease. All of the foregoing amounts shall be and become immediately due and
payable from Tenant to Landlord upon a default, at Landlord's election which may
be exercised with or without the giving of notice.

                  (e) Maintain Tenant's right to possession in which case this
Lease shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including, without limitation, the right
to recover the rent as it becomes due hereunder and any other damages incurred
by Landlord from time to time. Notwithstanding that Landlord shall have
maintained Tenant's right to possession or shall not have terminated the Lease
for a default, Landlord may at any time thereafter, upon notice to Tenant,
terminate the Lease and/or Tenant's right to possession for such prior default.

                  (f) Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of Arizona. Unpaid installments of
rent and other unpaid monetary obligations of Tenant under the terms of this
Lease shall bear interest from the date due at the Default Rate.

                  (g) No re-entry or taking of possession by Landlord and/or
acceptance of keys to the Premises by Landlord shall be construed as an election
on Landlord's part to terminate or accept a surrender of this Lease unless a
written notice of such intention is then or thereafter served on Tenant.

                  (h) No failure by Landlord to insist upon the strict
performance of any covenant, agreement, term or condition of this Lease or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No covenant, agreement, term or condition of this Lease to be
performed or compiled with by either party to this Lease, and no breach thereof,
shall be waived, altered, modified or terminated except by written instrument
executed by both the other party hereto. No waiver of any breach shall affect or
alter this Lease, but each and every covenant, agreement, term and condition of
this Lease shall continue in full force and effect with respect to any other
then existing or subsequent breach thereof.

                  (i) If Tenant causes a breach of any of the covenants,
agreements, terms or conditions contained in this Lease, Landlord shall be
entitled to invoke any right and remedy under this Lease or allowed at law or in
equity or by statute or otherwise as though re-entry, summary proceedings and
other remedies which were not provided for in this Lease.

                  (j) Tenant agrees that in the event of a default, Landlord
will incur damages which are beyond normally encountered leasehold damages and
Landlord shall be entitled to collect and recover all special damages incurred
by reason of Tenant's default including, without limitation, all costs of any
build-out or improvements done for Tenant, the full amount of any concessions or
inducements previously granted Tenant, plus any other special damages incurred
by Landlord.

                  (k) All rights and remedies of Landlord herein enumerated
shall be cumulative and none shall exclude any other right or remedy allowed by
law. All rights and remedies of Landlord, whether enumerated herein or allowed
by law, may be pursued singly, cumulatively, or consecutively and pursuit of one
such right or remedy shall not, except to the extent required by law, be deemed
an election of remedies or a waiver of any other remedies.

                    ARTICLE 17 - LANDLORD'S RIGHT TO PERFORM

         If Tenant shall default in the timely performance of any obligation on
Tenant's part to be performed under this Lease, Landlord may immediately, or at
any time thereafter, without notice, perform the same for the account of Tenant.
If Landlord at any time is compelled to pay or elects to pay any sum of money or
do any act which will require the payment of any sum of money (including but not
limited to employment of


                                     - 26 -
<PAGE>   32
attorneys or incurring of costs) by reason of the failure of Tenant to comply
with any term, covenant, condition, provision or agreement hereof, the sum or
sums so paid or incurred by Landlord with interest at the Default Rate shall be
due from Tenant to Landlord promptly upon demand by Landlord, as additional
rent.

                            ARTICLE 18 - END OF TERM

Section 18.1 - Condition of Premises

         Upon the expiration or other termination of the Term, Tenant shall quit
and surrender the Premises to Landlord, broom clean, in as good order, condition
and repair as it now is or may hereafter be placed, ordinary wear and tear and
damage caused by casualty (subject to the other provisions of the Lease)
excepted. Tenant shall remove all property of Tenant, as directed by Landlord.
Subject to Section 6.1.2, at Landlord's option, Landlord may require Tenant to
remove any Alterations or other improvements installed on Tenant's behalf in the
Premises, unless Landlord agreed in writing to non-removal at the time Landlord
consented to such Alterations or other improvements. If Tenant shall remove any
such property, Alterations or improvements permitted or required to be removed
from the Premises, Tenant shall repair or, at Landlord's option, shall pay to
Landlord the cost of repairing, any damage arising from such removal. Any
property left on the Premises at the expiration or other termination of this
Lease, or after the happening of any of the events of default set forth in
Article 16, may, at the option of Landlord, either be deemed abandoned or be
placed in storage at a public warehouse in the name of and for the account of
and at expense and risk of Tenant or otherwise disposed of by Landlord in the
manner provided by law. Tenant expressly releases Landlord of and from any
claims and liability for damage to or destruction or loss of property left by
Tenant upon the Premises at the expiration or other termination of the Lease and
Tenant hereby indemnifies Landlord against any and all claims and liability with
respect thereto.

Section 18.2 - Holding Over

         If Tenant holds over after the Term with the express written consent of
Landlord such tenancy shall be from month to month only and shall not be a
renewal hereof, and Tenant shall pay as Rent to Landlord for the use and
occupancy of the Premises for each month Tenant holds over an amount agreed to
be one and one-quarter (1.25) times the Rent which is due on the last month of
the Term, and Tenant shall also comply with all of the terms, covenants,
conditions, provisions and agreements of this Lease for the time during which
Tenant holds over. If without the express written consent of Landlord, Tenant
shall fail to vacate the Premises after the expiration of the Term or sooner
termination of this Lease for any cause or after Tenant's right to occupy the
Premises ceases, thereafter, and notwithstanding anything to the contrary
contained elsewhere in this Lease, Tenant shall pay as Rent to Landlord for the
use and occupancy of the Premises for each month Tenant holds over an amount
agreed to be one and one-half (1.5) times the Rent which is due on the last
month of the Term, and Tenant shall also comply with all of the terms,
covenants, conditions, provisions and agreements of this Lease for the time
during which Tenant holds over. If the Premises are not surrendered at the end
of the Term or of a permitted hold over period, Tenant shall be additionally
responsible to Landlord for all damage (including but not limited to the loss of
Rent) which Landlord shall suffer by reason thereof, and Tenant hereby
indemnifies Landlord against all claims made by any succeeding lessee against
Landlord, resulting from delay by Landlord in delivering possession of the
Premises to such succeeding Tenant. Tenant's obligation to observe or perform
all of the terms, covenants, conditions, provisions and agreements of this
Article shall survive termination of this Lease.

Section 18.3 - Conditions of Termination

         In the event that this Lease terminates for any reason prior to the
Expiration Date (including but not limited to termination by Landlord), such
termination will terminate any and all agreements for the extension of this
Lease (whether expressed in an option, exercised or not, or in a collateral
document or otherwise). Any right herein contained on the part of Landlord to
terminate this Lease shall continue during any extension hereof. Any option on
the part of Tenant herein contained for an extension hereof shall not be deemed
to give Tenant any option for a further extension beyond the first extended
term. No act of thing done by Landlord or Landlord's agents during the Term
shall be deemed an acceptance of a surrender of the Premises, and no agreement
to accept such surrender shall be valid unless in writing signed by Landlord. No
employee of Landlord or Landlord's agents shall have any power to accept the
keys of the Premises prior to the termination of this Lease.

                          ARTICLE 19 - QUIET POSSESSION

         Landlord hereby expressly covenants and agrees with Tenant (in lieu of
any implied covenant of quiet possession) that upon Tenant's paying Rent and all
other charges and observing and performing all the terms, covenants, conditions,
provisions and agreements of this Lease on Tenant's part to be observed or
performed, Tenant shall have quiet possession of the Premises for the Term as to
anyone claiming by, through or under Landlord, subject, however, to the terms of
this Lease and of any ground leases, underlying leases, covenants, conditions
and restrictions, mortgages and deeds of trust affecting all or any portion of
the Project or any of the areas used in connection with the operation of the
Project.


                                     - 27 -
<PAGE>   33
                       ARTICLE 20 - RULES AND REGULATIONS

         Tenant and Tenant's agents, employees, contractors, visitors and
licensees shall observe faithfully and comply strictly with the Rules and
Regulations attached hereto as Exhibit F and made a part hereof, and such other
and further reasonable Rules and Regulations as Landlord or Landlord's
representatives may from time to time adopt. Any addition or change in the Rules
and Regulations shall become effective within five (5) days after written notice
thereof given by Landlord or its representatives. Landlord shall not be
responsible for the performance of, and shall not be liable to Tenant or any
other Person for violation of, any of said Rules and Regulations, or the breach
of any term, covenant, condition, provision or agreement in any lease or in any
covenants, conditions and restrictions affecting the Project, by any other
tenant in the Project or other Person.

              ARTICLE 21 - NO WAIVER/ENTIRE AGREEMENT/MODIFICATION

         The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of any term, covenant, condition, provision or
agreement of this Lease, or any of the Rules and Regulations attached to this
Lease or hereafter adopted by Landlord, shall not prevent a subsequent act,
which would have originally constituted a violation, from having all the force
and effect of any original violation. No provision of this Lease shall be deemed
to have been waived by Landlord, unless such waiver be in writing signed by
Landlord. The acceptance by Landlord of Rent with knowledge of the breach of any
term, covenant, condition, provision or agreement of this Lease shall not be
deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a
lesser amount than the Monthly Installment shall be deemed to be other than on
account of the earliest stipulated Rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as Rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such Rent or
pursue any other remedy in this Lease provided. This Lease contains the entire
agreement between the parties, and recites the entire consideration given and
accepted by the parties. There are no oral agreements between Landlord and
Tenant affecting this Lease, and this Lease supersedes and cancels any and all
prior negotiations, arrangements, correspondence, communications, brochures,
agreements and understandings, if any, whether oral or written, between Landlord
and Tenant or displayed by Landlord to Tenant with respect to the subject matter
of this Lease. There are no representations between Landlord and Tenant other
than those contained in this Lease and all reliance with respect to any
representations is based solely upon the terms of this Lease. Any agreement
hereafter made shall be ineffective to change, modify, waive or discharge any
provision of this Lease in whole or in part unless such agreement is in writing
and signed by the party against whom enforcement of the change, modification,
waiver or discharge is sought. This Lease may be executed in one or more
duplicates or counterparts, each of which shall be deemed an original, but all
of which together shall constitute but one and the same instrument.

                    ARTICLE 22 - LANDLORD'S DEFAULT/LIABILITY

Section 22.1 - Force Majeure

         This Lease and the obligation of Tenant to pay Rent and all other sums
due hereunder to keep, observe and perform all of the other terms, covenants,
conditions, provisions and agreements of this Lease on the part of Tenant to be
kept, observed or performed shall in no way be affected, impaired or excused
because Landlord is unable to fulfill any of its obligations under this Lease,
or is delayed or curtailed in any way from doing so, by reason of any cause
beyond Landlord's reasonable control, including, but not limited to, acts of
God, strike or labor troubles, fuel or energy shortages, governmental
preemption or curtailment in connection with a national emergency or in
connection with any rule, order, guideline or regulation of any department or
governmental agency or by reason of the conditions of supply and demand which
have been or are affected by a war or other emergency. Any such prevention,
delay or curtailment shall be deemed excused and Landlord shall not be subject
to any liability resulting therefrom.

Section 22.2 - Notice/Right to Cure

         Landlord shall not be deemed to be in default in the performance of any
obligation required to be performed by it hereunder unless and until it has
failed to perform such obligation within thirty (30) days after written notice
by Tenant to Landlord specifying the nature of Landlord's failure to perform
such obligation; provided, however, that if the nature of Landlord's obligation
is such that more than thirty (30) days are required for its performance, then
Landlord shall not be deemed to be in default if it shall commence such
performance within such thirty (30) day period and thereafter shall diligently
prosecute the same to completion. All rights to cure provided to Landlord under
this Section 22.2 shall also be accorded to any mortgagee, ground lessor or
beneficiary under a deed of trust encumbering the Building or the Project.

Section 22.3 - Limitation of Landlord's Liability

         22.3.1 The liability of Landlord hereunder or in connection with the
Premises, Building or Project shall be limited to its interest in the Building,
and in no event shall any other assets of Landlord be subject to any claim
arising out of or in connection with the Lease, Premises, Building or Project.


                                     - 28 -
<PAGE>   34
         22.3.2 If, at any time during the term of this Lease, the holder of
Landlord's interest hereunder is a partnership or joint venture, Tenant agrees
to look only to the assets of such partnership or joint venture in the Building
and neither Landlord nor its partners or joint venturers shall have personal
liability with respect to any obligations or payments due or which may become
due from Landlord hereunder. A deficit in the capital account of any partner or
joint venturer shall not be considered an asset of such partnership or joint
venture.

Section 22.4 - Sale by Landlord

         Landlord shall have the right at any time and from time to time to
sell, transfer, convey and assign by any means its rights, obligations and/or
interest in this Lease and/or in the Building, Project or any part thereof. Upon
such sale, transfer, conveyance or assignment, Landlord shall be freed and
relieved of such covenants and obligations. Landlord (or the transferee or
assignee) shall give Tenant prompt notice of such a transfer or assignment.

                              ARTICLE 23 - NOTICES

Section 23.1 - Notices To Tenant

         Except as otherwise in this Lease provided, a bill, demand, statement,
consent, notice or communication which Landlord may desire or be required to
give to Tenant shall be deemed sufficiently given or rendered if in writing,
delivered personally to Tenant or sent by certified, registered or express
United States mail (return receipt requested and postage prepaid) or sent
(prepaid) by overnight or same day carrier or courier service which maintains
records of delivery, attempts at delivery and receipts in a manner similar to
those records kept by the U.S. Postal Service for its certified mail, return
receipt requested service, addressed to Tenant at the address set forth in
Paragraph K of the Summary of Basic Terms, with a copy to Tenant's legal
department at the same address, or at such other address as Tenant shall
designate by notice given as herein provided.

Section 23.2 - Notices to Landlord

         Any notice, request, demand or communication by Tenant to Landlord must
be in writing and delivered personally to an officer of Landlord or sent by
certified (return receipt requested) or overnight or same day carrier or courier
(postage fully prepaid), addressed to Landlord, at the address set forth in the
Basic Lease Information, or at such other address as Landlord shall designate by
notice given as herein provided. If Tenant is notified of the identity and
address of Landlord's mortgagee or beneficiary under a deed of trust, or ground
or underlying lessor, Tenant shall give such party notice of any default by
Landlord hereunder in the same manner Tenant is to give Landlord notice
hereunder, and if an opportunity to cure such default is provided herein, such
party shall have a reasonable opportunity to cure such default before Tenant's
exercising any remedy available to it.

Section 23.3 - Time of Rendition of Notices

         The time of the rendition of such bills or statements and of the giving
of such consents, notices, demands, requests or communications (collectively
"notice") by Tenant or Landlord shall be deemed to be the earlier of (i) the
date received, (ii) if the notice is sent by certified or registered mail
(return receipt requested, postage prepaid), upon delivery as indicated in the
return receipt, or (iii) if the notice is sent by express mail or by overnight
or same day carrier or courier, (prepaid) upon delivery as indicated in the
return receipt or records of delivery or attempted delivery. Rejection or
refusal to accept a notice, request, demand, or the inability to deliver same
because of a changed address of which no notice was given shall be deemed to be
a receipt of the notice, request or demand sent. Notwithstanding any provision
to the contrary contained in this Lease, no provision in this Lease shall
preclude service of notices in accordance with any state or local law.

                         ARTICLE 24 - SECURITY DEPOSIT

         Tenant shall deposit in cash with Landlord the sums specified in this
Article as security for the faithful performance by Tenant of all the terms,
covenants and conditions of this Lease (the "Security Deposit"). Paragraph M of
the Summary of Basic Terms sets forth the initial amount of Tenant's Security
Deposit, which Tenant shall deposit with Landlord upon Tenant's execution of
this Lease. Tenant shall, before the Option Term commences, deposit in cash with
Landlord an additional amount so that the amount of the Security Deposit equals
the amount required during the Option Term as determined by Section 27(a)(2).
Landlord shall have the right, without waiving any of Landlord's other rights
and remedies under this Lease, upon the occurrence of any of the events of
default described in Article 16, to apply the Security Deposit to remedy any
failure by Tenant to repair or maintain the Premises or to perform any other
terms, covenants or conditions contained herein. If Tenant has kept and
performed all terms, covenants and conditions of the Lease during the Term,
Landlord will within thirty (30) days following the termination hereof return
the Security Deposit to Tenant or the last permitted assignee of Tenant's
interest hereunder at the expiration of the Term. Should Landlord use any
portion of the Security Deposit to cure any default by Tenant hereunder, Tenant
shall replenish the Security Deposit to the full amount within ten (10) days
after notice. Landlord shall not be


                                     - 29 -
<PAGE>   35
required to keep the Security Deposit separate from its general funds, and
Tenant shall not be entitled to interest on any portion of the Security Deposit.
Upon any sale or transfer of its interest in the Building, Landlord may transfer
the Security Deposit to its successor in interest and thereupon, Landlord shall
be released from any liability or obligation with respect thereto.

                             ARTICLE 25 - BROKERAGE

         Tenant represents and warrants that the broker or brokers specified in
Article N of the Summary of Basic Terms was/were the sole broker or brokers who
negotiated and brought about the consummation of this Lease, and that no
discussions or negotiations were had with any other broker, agent or finder
concerning the leasing of the Premises. Based on the foregoing representation
and warranty, Landlord has agreed with Tenant that Landlord shall pay such
commission or compensation due to said broker or brokers in connection with the
consummation of this Lease pursuant to any agreement between Landlord and such
broker. Each party hereby agrees to indemnify, protect, defend and hold the
other harmless from and against any claims for brokerage commissions made by any
broker, agent or finder not specified in Article N of the Summary of Basic Terms
arising out of any dealings, actions, discussions, negotiations or contracts
allegedly had with or on behalf of such party, and from and against any and all
losses, costs, expenses, liabilities and damages suffered or incurred by such
party as a consequence thereof, including, without limitation, attorneys' fees
and costs.

                           ARTICLE 26 - MISCELLANEOUS

Section 26.1 - Captions and Construction

         The marginal notes and headings are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope
or intent of this Lease nor do they in any way affect this Lease. The language
in all parts of this Lease shall be construed according to its normal and usual
meaning and not strictly for or against either Landlord or Tenant.

Section 26.2 - Definitions

         The term "Landlord" as used in this Lease means only the owner or
mortgagee in possession or grantee in possession under a deed of trust, or the
owner of a lease of the Project (or part thereof in which the Premises is
situated) for the time being. The words "re-enter" and "re-entry" as used in
this Lease are not restricted to their technical legal meaning.

Section 26.3 - Successors and Assigns

         The covenants contained in this Lease shall bind and inure to the
benefit of Landlord and Tenant and their respective legal representatives and
successors, and, except as otherwise provided in this Lease, their assigns.

Section 26.4 - Landlord's Approval

         The review, approval, inspection or examination by Landlord of any item
to be reviewed, approved, inspected or examined by Landlord under the terms of
this Lease or the Exhibits attached hereto shall not constitute the assumption
of any responsibility by Landlord for either the accuracy or sufficiency of any
such item or the quality or suitability of such items for its intended use, and
shall not constitute an assumption of risk with respect to same, nor a
representation or certification by Landlord nor an estoppel against Landlord
that such matter is safe or reasonable or in compliance with applicable laws.
Any such review, approval, inspection or examination by Landlord is for the sole
purpose of protecting Landlord's interests in the Project and under this Lease,
and no third parties, including, without limitation Tenant or any person or
entity claiming through or under Tenant, or the contractors, agents, employees,
visitors or licensees of Tenant or any such person or entity, shall have any
rights hereunder.

Section 26.5 - Joint and Several Liability

         If a partnership or more than one legal person at any time constitutes
Tenant, (1) each partner and each legal person is jointly and severally liable
for the keeping, observing and performing of all of the terms, covenants,
conditions, provisions and agreements of this Lease to be kept, observed or
performed by Tenant, and (2) the term "Tenant" as used in this Lease shall mean
and include each such partner or legal person jointly and severally and the act
of or notice from or notice or refund to, or the signature of, any one or more
of them, with respect to this Lease, including but not limited to any renewal,
extension, expiration, termination or modification of this Lease, shall be
binding upon each and all of the persons executing this Lease as Tenant with the
same force and effect as if each and all of them had so acted or so given or
received such notice or refund or so signed.

Section 26.6 - Governing Law

         This Lease shall be governed by and construed in accordance with the
laws of the State of Arizona.


                                     - 30 -
<PAGE>   36



<PAGE>   37
enforcing or establishing its rights hereunder, including without limitation,
court costs and all fees, costs and expenses for legal representation,
including, without limitation, expert witness fees.

Section 26.15 - Waiver of Trial By Jury; Venue Jurisdiction

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

Section 26.16 - Substitution of Premises

         Intentionally Deleted

Section 26.17 - Binding Effect

         Submission of this instrument for examination or signature by Tenant
does not constitute an offer to lease, or a reservation of or option for a
lease, and it is not effective as a lease or otherwise until execution by and
delivery to both Landlord and Tenant.

Section 26.18 - Exhibits and Addenda

         Any rider, addenda or exhibit attached hereto is made a part hereof.

Section 26.19 - Signs

         Tenant shall have the right to display and maintain, at Tenant's
expense, on the exterior of the Premises, or in the interior of the Premises if
visible from the exterior of the Premises, only such signs, names, insignia,
trademarks and other descriptive, symbolic or decorative material of any kind
("Sign" or "Signs"): (a) as shall have first received the written approval of
Landlord as to type, size, color, location and other design features; (b) as
shall comply with the provisions and criteria of the Sign Program set forth on
Exhibit G attached hereto to the extent applicable; and (c) for which Tenant has
first obtained, at Tenant's expense, all required governmental approvals.
Landlord's review of Signs shall be made in accordance with the provisions and
criteria set forth on Exhibit G to the extent applicable. Notwithstanding any
other provision of this Lease, in no event shall Tenant make any alteration or
addition to or improvement on or visible from the exterior of the Premises
without Landlord's prior written consent, which may be withheld in Landlord's
sole and absolute discretion.

Section 26.20 - No Merger

         The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Landlord terminate all or any existing subleases or subtenancies, or may, at the
option of Landlord, operate as an assignment to it of any or all such subleases
or subtenancies.

Section 26.21 - Acknowledgement of Waivers and Limitations

         TENANT SPECIFICALLY ACKNOWLEDGES THAT THIS LEASE CONTAINS CERTAIN
WAIVERS OF CERTAIN STATUTORY AND COMMON LAW RIGHTS AND CERTAIN LIMITATIONS ON
DAMAGES AND THAT TENANT HAS AGREED THERETO.

Section 26.22 - Tenant's Equipment and Personal Property

         With respect to equipment and personal property (including, without
limitation, spare parts) that Tenant has financed or uses in connection with
Tenant's business, which equipment is either not affixed to the Premises and is
not necessary to the use of the Premises by any tenant, Landlord agrees to
execute, from time to time upon request by Tenant and upon payment of a
reasonable fee to defray Landlord's administrative costs (and out-of-pocket
costs, if incurred) "Landlord's Consent to Encumbrance of Equipment" attached
hereto as Exhibit I and incorporated herein, to confirm Landlord's status of its
lien rights with respect to such property.

                          ARTICLE 27 - OPTION TO EXTEND

Section 27 - Option to Extend

         Landlord hereby grants to Tenant the option (the "Option") to extend
the Term (the "Initial Term") for an additional five (5) years (the "Option
Term"), but only in strict accordance with the terms and conditions set forth
below:


                                     - 32 -
<PAGE>   38
                  (a) The Option must be exercised, if at all, by written notice
to Landlord at twelve (12) months prior to the Expiration Date of the initial
Term. All of the terns and conditions of the Lease applicable as of such
Expiration Date shall continue to apply during the Option Term, except that:

                           (1) The Base Monthly Rent during the Option Term
                  shall be the Prevailing Market Rental as of the date of the
                  Landlord's Notice (both as defined below).

                           (2) The Security Deposit shall be increased, if
                  necessary, within fifteen (15) days after Prevailing Market
                  Rental has been determined to equal one hundred ten percent
                  (110%) of the Base Monthly Rent for the last month of the
                  Option Term.

                  (b) The "Prevailing Market Rental" shall mean and include all
rental and other monetary payments, together with all escalations, including,
without limitation, consumer price indexing and adjustments in Base Monthly
Rent, which the Landlord could obtain from a third party desiring to lease the
Premises for the Option Term, taking into account the age of the Project, the
size, the quality of construction of the Project and the Premises, the services
provided under the terms of the Lease, the rental then being obtained for new
leases of space comparable to the Premises in the Phoenix/Valley of the Sun area
and all other factors that would be relevant to such third party; provided,
however, that Prevailing Market Rental shall be stated net of any free rent
concessions included in such market rental and no allowance or credit for the
construction of tenant improvements (or reduction in rental as a result of the
absence of such allowance or credit) shall be taken into account in determining
Prevailing Market Rental.

                  (c) In the event Tenant exercises the Option, Landlord shall
use commercially reasonable efforts to notify Tenant of its opinion of the
Prevailing Market Rental at least one hundred fifty (150) days prior to the
Expiration Date of the Initial Term (the "Landlord's Notice"). Within thirty
(30) days following its receipt of the Landlord's Notice, Tenant shall deliver
written notice to Landlord either accepting the Prevailing Market Rental set
forth in the Landlord's Notice or disputing the same and setting forth Tenant's
opinion of the Prevailing Market Rental (the "Tenant's Notice"). Failure to
timely give a proper Tenant's Notice shall be conclusively deemed to be Tenant's
waiver and revocation of the Option.

                  (d) At any time within thirty (30) days following its receipt
of the Tenant's Notice, Landlord shall have the option to either (1) accept the
Prevailing Market Rental set forth in the Tenant's Notice, or (2) submit the
dispute to arbitration in accordance with Section 2(e) below. Landlord's failure
to notify Tenant of its election under clause (1) above shall be conclusively
deemed to be Landlord's election to submit the determination of Prevailing
Market Rental to arbitration under clause (2) above.

                  (e) Any arbitration under this Section 27 shall be conducted
in the County of Maricopa in accordance with the then prevailing rules of the
American Arbitration Association or its successor for arbitration of commercial
disputes, modified as follows, and any judgment or award rendered therein shall
be final and binding upon the parties and may be entered in any court of
competent jurisdiction:

                           (1) At any time concurrently with or after Landlord's
                  election under Section 27(d)(2) above, Landlord shall appoint
                  a qualified real estate appraiser familiar with the prevailing
                  market rentals of warehouse and "R&D" buildings in Maricopa
                  County who is a member of the National Institute of Real
                  Estate Appraisers (a "Qualified Appraiser") to act as an
                  arbitrator hereunder. Within ten (10) business days after such
                  appointment by Landlord, Tenant may by written notice to
                  Landlord appoint another Qualified Appraiser to also act as an
                  arbitrator hereunder. Tenant's failure to so appoint a second
                  arbitrator shall be conclusively deemed to be Tenant's
                  appointment of the arbitrator appointed by Landlord. (The date
                  of such notice by Tenant or, if none is given, the last date
                  such notice could have been given shall be hereinafter
                  referred to as the "Selection Date").

                           (2) Within ten (10) business days after the Selection
                  Date, the appointed arbitrators shall meet to determine (or
                  the sole arbitrator shall alone determine) the Prevailing
                  Market Rental. In the event two (2) arbitrators are appointed
                  under clause (e)(1) above who are unable to agree upon a
                  determination of the Prevailing Market Rental within thirty
                  (30) days after the Selection Date, they shall appoint a
                  Qualified Appraiser to act as an additional arbitrator
                  hereunder. In the event no such appointment is made within
                  thirty-five (35) days after the Selection Date, Landlord and
                  Tenant shall jointly appoint a Qualified Appraiser as such
                  third arbitrator or, if they cannot agree thereon, either
                  party may petition the then Chief Judge of the United States
                  District Court having jurisdiction over the City of Phoenix to
                  appoint a Qualified Appraiser as such third arbitrator.

                           (3) Within fifteen (15) business days after the
                  appointment of the third arbitrator, the appointed arbitrators
                  shall meet to determine the Prevailing Market Rental. In the
                  event all three (3) appraisers do not agree on the Prevailing
                  Market Rental, the average of the determinations of the two
                  (2) appraisers which are closest in value shall be the
                  Prevailing Market Rental.


                                     - 33 -
<PAGE>   39

                           (4) The arbitrators shall render their determination
                  in writing with counterpart copies to each party. Such
                  determination shall be certified by each arbitrator as his
                  opinion of the Prevailing Market Rental or, where such
                  determination was arrived at through averaging under clause
                  (e)(3) above, each arbitrator's individual determination shall
                  be set forth and certified by him. In no event shall any
                  arbitrator modify any provision of the Lease in arriving at
                  his determination.

                           (5) In the event of any failure, refusal or inability
                  of an arbitrator to act, a successor shall be appointed in the
                  same manner provided above for such arbitrator's appointment.
                  Each party shall beat all costs and expenses of the arbitrator
                  appointed (or deemed appointed) by it and both shall equally
                  share all costs and expenses of the third arbitrator, if any.
                  All attorneys' fees and expenses of witnesses shall be paid by
                  the party engaging such attorney or calling such witness.

                           (6) Each arbitrator shall have the right to consult
                  experts and competent authorities regarding factual
                  information or evidence pertaining to a determination of the
                  Prevailing Market Rental; provided, however that any such
                  consultation shall be made in the presence of Landlord, Tenant
                  and all other appointed arbitrators with full right on each of
                  their part to cross-examine.

                  (f) In the event the determination of the Prevailing Market
Rental has been submitted to arbitration but such arbitration has not been
concluded prior to the commencement of the Option Term, Tenant shall pay to
Landlord the amount determined under Section 27(c) above based on the Prevailing
Market Rental set forth in the Landlord's Notice as Rent and Additional Rent for
the Option Term. In the event the Prevailing Market Rental determined by
arbitration results in any Rent, Additional Rent or any other payment which may
become due under the Lease different from such amount, Tenant shall immediately
pay to Landlord any increase therein and Landlord shall credit any reduction
therein against the next Monthly Installments due from Tenant to Landlord under
the Lease.

                  (g) The Option shall be personal to Decision Servcom, Inc., a
Delaware corporation, and not assignable or transferrable to any other entity.

                  (h) Upon the occurrence of any of the following events,
Landlord shall have the option, exercisable at any time prior to the
commencement of the Option Term, to terminate all of the provisions of this
Article 27 whereupon no prior or subsequent exercise of the Option shall be of
any force or effect:

                           (1) Tenant's failure to timely exercise the Option in
                  strict accordance with Section 27(a) above or to timely
                  deliver a proper Tenant's Notice in strict accordance with
                  Section 27(c) above.

                           (2) The existence at the commencement of the Option
                  Term of any default on the part of Tenant under the Lease or
                  of any state of facts which with the passage of time or the
                  giving of notice, or both, would constitute such a default.

                           (3) Tenant's third default under the Lease prior to
                  the commencement of the Option Term, notwithstanding that all
                  such defaults may subsequently be cured.

                  (i) Time shall be of the essence with respect to all of the
provisions of this Article 27.

         IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this
Lease as of the day and year set forth in Paragraph A of the Summary of Basic
Terms.

LANDLORD:

METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation


By: Illegible Signature
    -------------------------
    -------------------------
     Print name
     Its:
          ------------------- 

                                     - 34 -
<PAGE>   40
TENANT:

DECISION SERVCOM INC.,
a Delaware corporation


By:
    ---------------------------
    ---------------------------
    Print name

    Its:
         ----------------------


By: /s/ E.W. BUCKLEY
    ---------------------------
    E.W. BUCKLEY
    --------------------------- 
    Print name

    Its: DIRECTOR-CORP SERVICES
         ----------------------

                                     - 35 -