<PAGE>   1
                                                              EXHIBIT 10.14


                                    ESPLANADE

                                 LEASE AGREEMENT
                                    (Office)
                                    PARCEL 1B
                              OFFICE LEASE SUMMARY

      THIS OFFICE LEASE (hereinafter referred to as the "Lease") is entered
into by Landlord and Tenant as described in the following Basic Lease
Information on the Date which is set forth for reference only in the following
Basic Lease Information.

Landlord and Tenant agree:


Basic Lease Information. In addition to the terms that are defined elsewhere in
this Lease, the following defined terms are used in this Lease:

(a)      Date:            June 22, 1994

(b)      Landlord:        Esplanade Office Limited Partnership, a Delaware
                          limited partnership

(c)      Landlord's Address:        Esplanade Office Limited Partnership
                                    c/o CORE Properties Incorporated
                                    2425 East Camelback Road, Suite 390
                                    Phoenix, Arizona 85016

                                    with a copy at the same time to:

                                    Aldrich Eastman Waltch
                                    225 Franklin Street
                                    Boston, MA 02110
                                    Attention: General Counsel

(d)      Tenant:          Envirotest Systems Corp.,
                          a Delaware corporation.

(e)      Tenant's   Address:        Prior to Occupancy:

                                    2002 North Forbes Boulevard
                                    Tucson, Arizona 85745-1448
                                    Attention: William J. Beckham, Jr.

                                    Following Occupancy:

                                    2525 East Camelback Road
                                    Suite 1150
                                    Phoenix, Arizona 85016

(f)      Building   Address:        2525 East Camelback Road
                                    Phoenix, Arizona 85016

(g)      Premises:                  The Premises shown on Exhibit A to this
                                    Lease, located on the eleventh (11th) floor
                                    of the Building.

(h)      Rentable Area of the Premises:                13,324 square feet.

(i)      Rentable Area of the Building Office Space:   234,658 square feet.

(j)      Scheduled Completion Date:                    September 1, 1994.

(k)      Term:                       84 months, beginning on the Commencement
                                     Date and expiring at midnight on the
                                     Expiration Date.

(l)      Commencement Date:          The earlier to occur of (i) the date that
                                     Tenant first occupies the Premises for the
                                     conduct of its business or (ii)
                                     September 1, 1994.

(m)      Expiration Date:            August 31, 2001 or as extended pursuant to
                                     Article 6.
<PAGE>   2
Page Two


(n)      Security Deposit:           N/A,


(o)      Monthly Base Rent:          One-twelfth (1/12) of the amount obtained
         by multiplying the annual base rental rate for the Premises by the
         number of square feet of Rentable Area of the Premises, as set forth
         more specifically below:

                $22,206.66 per month for Lease Years 1-3 (S20.00 x 13,324
                square feet x 1/12)

                $24,427.33 per month for Lease Years 4-5 (S22.00 x 13,324
                square feet x 1/12)

                $26,648.00 per month for Lease Years 6-7 (S24.00 x 13,3224
                square feet x 1/12)


[***]

(q)      Tenant's Proportionate Share of Building Direct Expenses:   5.68%
         (determined by dividing the Rentable Area of the Premises by the
         Rentable Area of the Building Office Space and multiplying the
         resulting quotient to the fourth decimal place by one hundred).

(r)      Tenant's Proportionate Share of Project Direct Expenses:    1.2 1 %
         (which percentage equals the ratio between the, gross building area in
         the Premises and the gross building area in the Project (other than the
         hotel) if the Project were fully constructed and which percentage
         shall be modified if there is any increase or decrease in the size
         of the actual gross building area of the fully constructed Project
         over that which Landlord anticipates on the date hereof).

(s)      Base Year:                   1994.

(t)      Scheduled Space Plan and Construction Plan Information Delivery Date:
         June 15, 1994, The date by which Tenant shall supply Landlord with the
         information required in Article 6(a) for completion of space and
         construction plans.


(u)      Parking Charge:    $25.00 per parking space per month for reserved
                            parking and $20.00 per parking space per month for
                            non-reserved parking for years one through five.
                            S35.00 per parking space per month for reserved
                            parking and $30.00 per parking space per month for
                            non-reserved parking for years six and seven.

(v)      Parking Spaces:    Tenant shall have the right to rent up to thirteen
                            (13) reserved parking spaces and twenty-six (26)
                            non-reserved parking spaces.

(w)      Brokers:           CORE Properties Incorporated
                            2200 East Camelback Road
                            Suite 110
                            Phoenix, Arizona 85016

                            and

                            CB Commercial
                            2346 North Central Avenue
                            Suite 100
                            Phoenix, Arizona 85004

                            Attention:      Mike McQuaid

[*** INFORMATION REDACTED]    
<PAGE>   3
                            ESPLANADE LEASE AGREEMENT

                                TABLE OF CONTENTS


 ARTICLE                                                                   PAGE
 -------                                                                   ----
      1.         PREMISES                                                    1
      2.         TERM                                                        1
      3.         RENT;                                                       1
      [***]     
      5.         ESCALATION                                                  2
      6.         COMPLETION OF PREMISES                                      4
      7.         POSSESSION                                                  5
      5.         USE OF PREMISES                                             5
      9.         COMPLIANCE WITH LAW                                         6
      10.        RULES AND REGULATIONS                                       6
      11.        ALTERATIONS                                                 6
      12.        REPAIRS                                                     7
      13.        ABANDONMENT                                                 7
      14.        LIENS                                                       7
      15         ASSIGNMENT AND SUBLETTING                                   7
      16.        INDEMNIFICATION OF LANDLORD; INSURANCE                      7
      17.        DENIAL OF SUBROGATION RIGHT'S                               8
      18.        SERVICES                                                    8
      19.        HOLDING OVER                                                9
      20.        ENTRY BY LANDLORD                                           9
      21.        DEFAULT                                                     9
      22.        REMEDIES                                                    10
      23.        DAMAGE OR DESTRUCTION                                       10
      24.        EMINENT DOMAIN                                              11
      25.        SUBORDINATION; ATTORNMENT                                   12
      26.        NOTICES                                                     12
      27.        LANDLORD IS RIGHT TO CURE DEFAULTS                          12
      28.        DELAYS; DEFAULT BY LANDLORD                                 12
      29.        LIMITATIONS ON LANDLORD'S LIABILITY                         14
      30.        TRANSFER OF LANDLORD'S INTEREST                             15
      31.        SUCCESSORS AND ASSIGNS                                      15
      32.        ATTORNEYS' FEES                                             15
      33.        SUBSTITUTED PREMISES                                        15
      34,        SURRENDER OF PREMISES                                       16
      35.        WAIVER                                                      16
      36.        GOVERNING ]LAW                                              16
      37.        DEFINITIONS AND MARGINAL HEADINGS                           16
      38.        TIME OF ESSENCE                                             16
      39.        PARKING                                                     16
      40.        COVENANTS AND CONDITIONS                                    17
      41.        RECORDING                                                   17
      42.        INTEREST ON PAST DUE OBLIGATIONS                            17
      43.        SEVERABILITY                                                17
      44.        PERSONAL PROPERTY TAXES                                     17
      45.        ENTIRE AGREEMENT                                            17
      [***]
      47.        ENVIRONMENTAL PROVISIONS                                    18
      48.        BROKER                                                      19
      49.        0PTION TO RENEW                                             19
      50.        CANCELLATION RIGHT                                          20
      51.        SIGNAGE                                                     20
      52         RIGHT OF FIRST REFUSAL                                      20

                 EXHIBIT "A"- THE PREMISES
                 EXHIBIT "B"- SITE PLAN
                 EXHIBIT "B-1"-PROJECT SITE PLAN
                 EXHIBIT "C"- SPACE PLAN
                 EXHIBIT "D"- STANDARD BUILDING TENANT IMPROVEMENTS
                 EXHIBIT "E"- OFFICE BUILDING RULES AND REGULATIONS
                 [***] - INFORMATION REDACTED
<PAGE>   4
                                       1.
                                    PREMISES

                  Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, on the terms and conditions herein set forth, the Premises which are
located in the eleven (11) story office tower known as Office Building B (the
"Building") at the approximately twenty (20) acre Camelback Esplanade (the
"Project") on the southeast corner of 24th Street and Camelback Road, Phoenix,
Arizona. The Building was constructed on that portion of the Project ("Parcel
IB) which is more particularly described on the Phase Two site plan attached
hereto as Exhibit B and made a part hereof by this reference (the "Site Plan").
The location of the Building is crosshatched on the Site Plan. Attached hereto
as Exhibit B-1 and made a part hereof by this reference is the site plan for the
entire Project (the "Project Site Plan").

                  The Project Site Plan sets forth the proposed general layout
of the Project but shall not be a warranty, representation or agreement on the
part of Landlord that the Project will be constructed exactly as indicated.
Tenant understands and agrees (that the Project will be built in phases.
Landlord or the owners of the balance of the Project may increase, reduce or
change the numbers, dimensions, use or location of the buildings, walkways,
parking areas and access roads in the Project in any manner whatsoever as
Landlord or such owners shall deem proper, and Landlord and such owners reserve
the right to make alterations, reductions or additions to, or to build
additional stories on, the buildings in the Project, to add or delete buildings
in the Project, and to change the phasing pattern of the Project.

                                       2.

                                      TERM

                  The Term of this Lease shall be the period commencing on the
Commencement Date and expiring on the Expiration Date.

                                       3.

                                      RENT

                  (a)    Tenant shall pay to Landlord, as rent for the Premises
during the Term of this Lease, the Monthly Base Rent payable on or before the
first day of each calendar month, commencing on the Commencement Date; provided,
however, the first month's rent shall be paid by Tenant upon execution of this
Lease. The Monthly Base Rent due for a period of less than a full month shall be
prorated on the basis of a thirty-day month. The Monthly Base Rent shall be paid
to Landlord, without deduction or offset, in lawful money of the United States
of America at the address designated herein or at such other place as Landlord
may, from time to time, designate. Tenant shall also pay to Landlord with the
Monthly Base Rent, as additional rent, any privilege, excise, sales, gross
proceeds, rent or other tax now or hereafter levied, assessed or imposed,
directly or indirectly, by any governmental authority upon any rent or other
payments required by this Lease.

                  Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amounts of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by the
terms of any mortgage or deed of trust covering Parcel IB or any part thereof.
Accordingly, if any such payments due from Tenant shall not be received by
Landlord within five (5) days following the due date, Tenant shall pay to
Landlord a late charge equal to five percent (5%) of such overdue amount plus
any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay
such rent and/or other charges when due hereunder. The parties hereby agree that
such late charge represents a fair and reasonable estimate or the costs Landlord
will incur by reason of late payment by Tenant. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.
<PAGE>   5
         [***]

         [***]
         
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         [***]

[*** INFORMATION REDACTED]

                                      -2-
<PAGE>   6
                                       5.
                                    ESCALATION

               For the purpose of this Article the terms herein are defined as
follows:

               Expense Statement: An annual statement from Landlord setting
forth (i) the Direct Expenses for the Building and Project (excluding all
above-ground levels of any parking garage) for the calendar year ending on the
prior December 31; (ii) Tenant's Proportionate Share thereof; (iii) the
estimated Direct Expenses that will be incurred by Landlord for the Building and
the Project during the current calendar year ending on the next following
December 31; and (iv) Tenant's Proportionate Share thereof. Landlord shall
allocate to the Building all Direct Expenses which are incurred exclusively in
connection with or for the exclusive benefit of the Building, such as
insurance, maintenance expenses, utility charges, and all expenses relating to
those portions of the underground parking garage and any surface parking which
are designated for the exclusive use of Building tenants and their guests,
invitees, agents and visitors, and the Expense Statement shall designate such
expenses as Building Direct Expenses ("Building Direct Expenses"). All other
Direct Expenses (defined below) shall be designated as Project Direct Expenses
("Project Direct Expenses") except that the Project Direct Expenses shall also
exclude those Direct Expenses which Landlord or others have designated will be
paid only by the hotel or only by the tenants of other office or retail space.

               Tenant's Proportionate Share of Building Direct Expenses: Tenant
reimbursement in an amount equal to the percentage shown in the Basic Lease
Information of the Lease of the Building Direct Expenses.

               Tenant's Proportionate Share of Project Direct Expenses: Tenant
reimbursement in an amount equal to the percentage shown in the Basic Lease
Information of the Lease of the Project Direct Expenses.

                  Direct Expenses: All direct costs of operation and maintenance
of the Building and Project (excluding all above-ground levels of any parking
garage), including, but not limited to, the following costs: real property taxes
and assessments, personal property taxes levied on equipment, fixtures and other
property of Landlord located in the Project and used in connection with the
operation thereof, and any other taxes imposed by any federal, state, county,
municipal or other governmental entity, whether assessed against Landlord and/or
Tenant (except any tax payable by Tenant pursuant to Articles 3(a) and 44 and
any net income tax or estate, inheritance or succession tax payable by
Landlord); water and sewer charges; insurance premiums or any type, including,
but not limited to, fire and other casualty insurance and public liability
insurance; utility expenses, including, without limitation, expenses for gas,
electricity and telephone; janitorial expenses; expenses for landscaping and
other services; costs incurred directly in the management of the Project,
including, without limitation, management fees, air conditioning maintenance and
repair and elevator maintenance and repair, the costs of supplies, materials,
equipment and tools used in the operation of the Project, the wages, and
salaries of employees used in the management, operation and maintenance of the
Project and taxes (other than net income taxes) or assessments of any type,
whether or not now customary or within the contemplation of the parties hereto,
including expenditures for improvements normally designated as capital
improvements (but excluding expenditures for additional capital improvements not
included in the original construction of the Building or Project), and including
expenditures for capital improvements which are imposed or required by or result
from statutes or regulations, or interpretations thereof, promulgated by any
Federal, state, county, municipal or other governmental body or agency of any
type performing any governmental or other function (including, but not limited
to, the Environmental Protection Agency and the authority administering the
Occupational Safety and Health Act, or any successor agencies performing the
same or similar functions); provided, however, the cost of any capital
improvements made necessary by the actions of any governmental authority shall
be amortized over the useful life to Landlord of such improvement according to
sound accounting practice, and only the portion of such amortization applicable
to any calendar year or, if applicable, any partial calendar year, shall be
included as a Direct Expense for such calendar year or partial calendar year.

                  Except as above provided, Direct Expenses shall not include
depreciation of the Project, interest on mortgages or other loans to Landlord,
real estate brokers' commissions or expenses related to Landlord's operation as
a business enterprise, as the same are distinguished from the expenses of
operating the Building or Project.

                  If, during any calendar year or fraction thereof within the
Term, the Building is less than 95% occupied, the amount of the Building Direct
Expenses for purposes of calculating the Expense Statement shall be adjusted to
the amount of Landlord's good faith estimate of what the Building Direct
Expenses would have been, as determined under generally accepted accounting
principles, had the Building been 95% occupied for the entire calendar year.

                  Beginning with the calendar year following the Base Year and
for each calendar year thereafter ("Comparison Year") Tenant shall pay Landlord
an amount equal to Tenant's Proportionate Share or Building Direct Expenses and
Project Direct Expenses incurred by Landlord in the Comparison Year which

                                       -3-
<PAGE>   7
exceeds the total amount of Building and Project Direct Expenses payable by
Landlord for the Base Year. Any Comparison Year having less than 365 days shall
be appropriately prorated.

                  Notwithstanding anything contained herein to the contrary,
Tenant's share of Prorated Charges (excluding real estate taxes, insurance and
utility charges) shall not increase by more than six percent (6%) per year.

                  Landlord shall use its best efforts to give to Tenant on or
before April 1 of each calendar year throughout the Term an Expense Statement as
set forth herein, but Landlord's failure to provide Tenant with an Expense
Statement by said date shall not constitute a waiver by Landlord of its right to
require payment by Tenant or Tenant's Proportionate Share of estimated or actual
Building and Project Direct Expenses. Until receipt of the Expense Statement,
Tenant shall continue to pay Tenant's Proportionate Share of Building and
Project Direct Expenses currently being paid in accordance with the prior
Expense Statement, if any, and shall pay any adjusted amount following receipt
or the Expense Statement. Expense Statements shall be prepared in accordance
with generally recognized and established accounting practices, and each such
annual determination and statement, certified by Landlord, subject to reasonable
review by Tenant, shall be final and conclusive on both parties.

                  Tenant's Proportionate Share of estimated Building and Project
Direct Expenses for the calendar year in which the Expense Statement is received
shall be paid in twelve (12) equal installments concurrently with payment of the
Monthly Base Rent. In addition, Tenant shall pay in full concurrently with the
first Monthly Base Rent payment due following receipt of the Expense Statement
an amount equal to the excess of the monthly installment required to be paid by
Tenant under the most current Expense Statement over the monthly installment
made under the preceding Expense Statement (if any) multiplied by the number of
months from January through the month in which the Expense Statement is received
by Tenant

                  If Tenant's Proportionate Share of actual Building and Project
Direct Expenses for the past calendar year as shown on the Expense Statement is
greater than the payments made by Tenant for that calendar year, then,
concurrently with the first Monthly Base Rent payment due following receipt by
Tenant of the Expense Statement, Tenant shall pay in full an amount equal to
such excess. It Tenant's Proportionate Share of actual Building and Project
Direct Expenses for the post calendar year as, shown on the Expense Statement is
less than the payments made by Tenant for that calendar year, the amount of such
overpayment shall first be credited against any past due charges and then
credited against the next monthly installment(s) to be paid by Tenant under the
most current Expense Statement

                  Even though the Term will have expired and Tenant will have
vacated the Premises when the Final determination is made of Tenant's
Proportionate Share of actual Building and Project Direct Expenses for the
calendar year fit which the Lease expires, Tenant shall immediately pay the
excess of Tenant's Proportionate Share of actual Building and Project Direct
Expenses for the portion of such year in which Tenant was in occupancy over the
estimated payments made by Tenant for that calendar year and, conversely, any
overpayment made shall be rebated promptly by Landlord to Tenant.

                  Notwithstanding anything contained in (the Lease to the
contrary, Tenant shall have the right to audit Landlord's books relevant to the
Direct Expenses set forth in Article 5 or the Lease within sixty (60) days
following receipt of any invoice or accounting showing additional rent due
hereunder. Tenant's right to audit the books and records of Landlord shall be
limited to one time per calendar year. If any such audit reveals an overpayment
of Direct Expenses for the period covered by such annual statement, then the
amount of such overpayment shall be credited against the next installment(s) of
rent and all other sums due under the Lease from Tenant. If such audit reveals
an underpayment of Direct Expenses for the period covered, then Tenant shall pay
the same with its next monthly rent payment, or if the Term has expired, then
within thirty (30) days after receipt of the audit results. The fees and
expenses of said audit shall be borne (a) entirely by Landlord if the audit
reveals a discrepancy which is detrimental to Tenant of greater than five
percent (5%) from Landlord's Expense Statement, or (b) entirely by Tenant if
such audit reveals a discrepancy or five percent (5%) or less.

                                       6.

                             COMPLETION OF PREMISES

                  The parties acknowledge that tenant improvements will need to
be installed in the Premises and that tenant improvement work will be
constructed in accordance with the following terms and conditions:

                  (a) Tenant shall furnish to Landlord in writing on or before
the date set forth in the Basic Lease Information such full and complete
information as will be required for Landlord to complete the space and
construction plans for the Premises. Said full and complete information shall
include, without limitation, the following details:

                       (i) Exact location of telephone and electrical outlets.

                                       -4-
<PAGE>   8
                       (ii) Interior wall finish specifications.

                       (iii) Detailed plans and specifications of all
non-standard construction work to be accomplished within the Premises by
Landlord's general contractor or other contractor employed by Landlord.

                  Landlord shall cause such space and construction plans to be
prepared within sixty (60) days after Landlord's receipt from Tenant of all of
such information required above, and Tenant shall either approve or disapprove
such plans within seven (7) working days after Tenant's receipt of such plans
and the cost breakdown of the tenant improvements, which approval shall not be
unreasonably withheld. If Tenant disapproves such plans, Tenant shall specify
its objections in writing and Landlord shall, within a reasonable time
thereafter, submit revised plans to Tenant. After Tenant has approved the plans,
such plans may thereafter be changed front time to time so long as all changes
are approved by both Landlord and Tenant, which approvals shall not be
unreasonably withheld.

                  (b) Landlord shall, at its sole cost and expense, furnish and
install within the Premises, substantially in accordance with Exhibit C attached
hereto and made a part hereof by this reference, standard building tenant
improvements listed on Exhibit D attached hereto and made a part hereof by this
reference.

                  Any additional interior improvements, additions or alterations
required by Tenant and approved by Landlord shall be furnished and installed at
Tenant's sole cost and expense. Any such additional work shall be furnished and
installed either by Landlord's general contractor or other contractor employed
by Landlord at such cost and on such terms as shall have been agreed to between
Landlord and Tenant.

                  All work to be performed on the Premises which is not within
the scope of work shown on Exhibit C and Exhibit D shall be performed by Tenant
at Tenant's expense. Agents, contractors and employees obtained by Tenant to
perform such work shall be subject to Landlord's approval, which approval shall
not be unreasonably withheld, and to the administrative supervision of
Landlord's general contractor, said supervision at Landlord's expense. Landlord
shall allow access to the Premises during construction of the Premises to
Tenant's agents, contractors and employees for the purpose of enabling Tenant to
prepare the Premises for Tenant's use and occupancy. All such construction work
performed by Tenant's agents, contractors or employees shall be accomplished in
such a manner as not to unreasonably interfere with or delay the work of
Landlord's general contractor in the completion of the Premises.

                  Tenant agrees that in the event Tenant shall have failed to
furnish Landlord with the necessary information to complete the space plans for
the Premises by the time hereinabove specified or should Tenant, its agents,
contractors or employees otherwise cause delay in Landlord's preparation of the
Premises or should any changes in the space plans requested by Tenant and
approved by Landlord cause delay in Landlord's preparation of the Premises,
thereby delaying Tenant's occupancy of the Premises beyond the Scheduled
Completion Date and provided that Landlord would have completed the preparation
of the Premises by the Scheduled Completion Date were it not for Tenant's delay,
then Landlord may at its option require Tenant to commence payment of rental on
the Scheduled Completion date or on the date on which the Premises would have
been Ready for Occupancy (its defined below) as reasonably determined by
Landlord if the necessary information had been supplied or if the changes in the
plans had not been requested or if Tenant or its agents, contractors or
employees had not caused such delay.

                  (c) Landlord shall complete the tenant improvements and the
Premises shall be Ready for Occupancy (as defined in subparagraph (d) below) by
Tenant not later than the Scheduled Completion Date. Notwithstanding the
foregoing, the aforesaid date shall be extended for such periods as Landlord is
prevented from completing such construction requirements due to governmental
restrictions or orders of any governmental authority beyond the reasonable
control of Landlord, strikes, labor disputes, lockouts, shortages of material or
labor, riots, acts of God, enemy action, delays caused by Tenant, civil
commotion, fire, casualty, inclement weather, and the like, or any other causes
beyond the reasonable control of Landlord (which events or causes are
hereinafter referred to as "force majeure events"). In addition, Landlord may
also automatically extend the aforesaid date for a period of sixty (60) days
upon giving written notice to Tenant. If Landlord shall not have completed such
construction by the aforesaid date, as said date may be extended as hereinbefore
provided, then Tenant shall have the right to terminate this Lease at any time
within thirty (30) days thereafter by giving written notice of such termination,
within such time, to Landlord. If within said thirty-day period Tenant shall not
elect to terminate, the time for completion shall be extended for another period
of sixty (60) days from the end of the thirty (30) day notice period, and if
completion has not been accomplished within said additional sixty (60) day
period, Tenant shall again have the right to terminate this Lease at any time
within thirty (30) days thereafter by giving written notice of such termination,
within said time, to Landlord. Upon the giving of such notice of termination,
the Term of this Lease shall cease and come to an end as if such date were the
date originally fixed for the termination hereof, and thereupon there shall be
no further liability or obligation upon either party by reason hereof. Landlord
shall incur no liability to Tenant for failure to complete construction by the
Scheduled Completion Date. Landlord shall use good faith efforts to have all
such work of improvement performed promptly and diligently in a first class and
workmanlike manner.

                                      -5-

<PAGE>   9
                  (d) The Premises shall be deemed ready for occupancy ("Ready
for Occupancy") when (1) Landlord's architect or engineer in charge of the
tenant improvement construction work certifies (i) that the tenant improvement
construction work in the Premises has been substantially completed in accordance
with the construction plans and (ii) the date of such completion, and (2) the
City of Phoenix has issued a final certificate of occupancy on the entire
improved Premises. Landlord shall diligently complete, as soon as reasonably
possible, any "punchlist" items of work and adjustments not completed when the
Premises are Ready for Occupancy.

                  (e) During the construction and until the Commencement Date of
this Lease, the Building shall be insured against loss or damage by fire and
other risks under standard policies for fire, extended coverage, and "builder's
risk" procured and paid for by Landlord. Tenant shall have no interest in any
such policy or policies or any proceeds thereof.

                                       7.

                                   POSSESSION

                  If Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant on the Scheduled Completion Date, this
lease shall not be void or voidable (except as hereinafter provided or as
provided in Article 6(c) above) nor shall Tenant have a claim for any loss or
damage resulting therefrom. If Landlord shall not have delivered possession of
the Premises to Tenant within six (6) months after the Scheduled Completion
Date, except for delays caused by Tenant its agents, contractors or employees,
either party shall have the option to cancel this Lease by giving ten (10) days'
written notice to the other, in which event this Lease shall be null and void
and of no further force or effect and neither Landlord nor Tenant shall have
further liability or obligation to the other hereunder.

                                       8.

                                 USE OF PREMISES

                  The Premises are to be used for GENERAL OFFICE USE (the
"Permitted Use") and for no other purpose without the prior written consent of
Landlord.

                  Tenant shall not do nor permit anything to be done in or about
the Premises which will in any way increase the risk of fire to the Premises
beyond that inherent or reasonably necessary to the Permitted Use, nor keep or
bring anything therein which will in any way increase the existing rate of or
affect any policy of fire, extended coverage or any other insurance covering the
Building or Project or any of its contents, or cause a cancellation of any of
the same. Tenant shall not do nor permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Project or injure them, nor use nor allow the
Premises to be used for any unlawful purpose, nor maintain nor permit any
nuisance in, on or about the Premises or permit anything to be done which may
injure or damage the Premises. Tenant shall not damage, deface or commit or
suffer to be committed any waste in or upon the Premises, normal wear and tear
excepted.

                                       9.

                               COMPLIANCE WITH LAW

                  Landlord hereby represents and warrants to Tenant that to the
best of Landlord's actual knowledge, the Permitted Use set forth above is in
compliance with and is permitted by all zoning and other governmental laws,
ordinances, regulations and requirements now in force. Tenant shall not permit
anything to be done in or about the Premises which will in any way conflict with
any law, statute, ordinance or governmental rule or regulation now in force or
which may hereafter be enacted or promulgated. Tenant shall at its sole cost and
expense promptly comply with all such laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, including, without limitations the Americans with
Disabilities Act of 1990 (42 U.S.L Sections 12101 et. seq.) (the "ADA") and with
the requirements of any board of fire underwriters or other similar body
relating to or affecting the condition, use or occupancy of the Premises,
excluding structural changes not related to or affected by Tenant's
improvements or acts.

                                      10.

                             RULES AND REGULATIONS

                  Tenant agrees to comply with (and cause its agent,
contractors, employees and invitees to comply with) the Office Building Rules
and Regulations attached hereto as Exhibit E. Landlord may from time to time
make such modifications, additions and deletions in the Office Building Rules
and Regulations as in the sole judgment of Landlord are necessary or convenient
for the management and operation of Parcel IB. Landlord shall notify Tenant from
time to time of modifications, additions or deletions in the Office


                                       -6-
<PAGE>   10
Building Rules and Regulations, and any such modification, addition, or deletion
shall be effective after Landlord gives five days' written notice thereof to
Tenant; provided, however, if an emergency arises which in the sole judgment of
Landlord makes it impracticable to give five days' written notice, such
modification, addition, or deletion shall become effective immediately upon
implementation by Landlord, with the written notice to be subsequently given.
Tenant agrees to faithfully observe and comply with the Office Building Rules
and Regulations and all modifications, additions or deletions thereto, and the
breach of any Office Building Rule and Regulation by Tenant shall constitute a
material breach of this Lease. Landlord shall not be responsible to Tenant for
the nonperformance by any other tenant or occupant of the Project of any such
Office Building Rules and Regulations, but the Office Building Rules and
Regulations from time to time in effect shall be uniformly applicable to all
tenants and occupants similarly situated. Tenant shall be obligated to comply
with such Office Building Rules and Regulations only to the extent that such
Office Building Rules and Regulations do not unreasonably interfere with or
preclude Tenant's use of the Premises in the manner permitted by this Lease.

                                      11.

                                   ALTERATIONS

                  Tenant shall not make nor permit to be made any alterations,
additions, improvements, or installations to or of the Premises or any part
thereof, except moveable furniture and trade fixtures, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld.
Notwithstanding anything contained herein to the contrary, Tenant shall have the
right to make any alterations to the Premises, without Landlord's consent, which
do not exceed $10,000.00 in cost, do not Impact the Building's systems or
structure, are not visible from the exterior of the Premises, and are of a
cosmetic nature such as painting, wallpapering, hanging pictures, or the
installation of furniture. Any alterations, additions, improvements, or
installations to or of the Premises, except moveable furniture and trade
fixtures, shall be completed in compliance with all laws and ordinances,
including, without limitation, the ADA, and all rules and regulations of all
governmental authorities having jurisdiction of or over the Premises. All such
alterations, additions, improvements and installations shall at once become a
part of the realty and belong to Landlord. In the event Landlord consents to
alterations, additions, improvements, or installations pursuant to this Article,
the same shall be made by Tenant at Tenant's sole cost and expense, and
selection by Tenant of any person or entity to construct or install the same
shall be subject to the prior written consent of Landlord, which consent may be
conditioned upon (1) Tenant providing Landlord, at Tenant's sole cost and
expense, a lien and completion bond in an amount equal to one and one-half times
the estimated cost of all of such alterations, additions, improvements or
Installations and (2) acquisition by Tenant of all permits needed to authorize
such alterations, additions, improvements or installations from the appropriate
governmental agencies, furnishing a copy thereof to Landlord at least ten (10)
days prior to the commencement of such work and complying with all of the
conditions of such permits in a prompt manner. It shall be a material breach
hereof for Tenant to make any alterations, additions, improvements or
installations without the prior consent of Landlord, and in addition to any
other remedies Landlord may have, Landlord may require that Tenant remove any or
all of the same within thirty (30) days of receipt by Tenant of a notice
demanding such removal. Upon the expiration or sooner termination of the Term
hereof and upon demand by Landlord, Tenant, at Tenant's sole cost and expense,
shall forthwith and with all due diligence remove any such alterations,
additions, improvements, or installations designated by Landlord to be removed
and repair any damage to the Premises caused by such removal.

                                       12.

                                     REPAIRS

                  Tenant and its agents shall have been given full opportunity
to inspect and examine the Premises prior to occupancy and, by entry hereunder,
Tenant accepts the Premises in its present "as is" condition, except for latent
defects, and without any warranty as to the condition of the Premises or the
Building; provided, however, Landlord warrants that all tenant improvements
constructed by Landlord in the Premises shall be free from material defects for
a period of one (1) year from the date the Premises are delivered to Tenant by
Landlord. Except as required by Landlord in the next paragraph below, Tenant
shall, at Tenant's sole cost and expense, keep the Premises and every part
thereof in good condition and repair, ordinary wear and tear and damage thereto
by fire, earthquake, act of God or the elements excepted. If Tenant does not
make such repairs, Landlord may, after reasonable notice to Tenant, make such
repairs and Tenant shall pay (the costs thereof and any accrued interest thereon
upon demand. In the event Tenant makes any repairs to the Premises or Building
at the expense of Landlord as provided by any law, statute or ordinance now or
hereafter in effect, Tenant shall do so only after having given reasonable
notice to Landlord and Tenant shall only incur reasonable costs in making such
repairs and shall make only such repairs as are reasonable, necessary and
prudent under the prevailing circumstances.

                  Landlord shall, at Landlord's expense subject to the
provisions of Article 5, keep the structural portion including the HVAC,
plumbing and electrical systems of the Building in good order, condi-

                                       -7-
<PAGE>   11
tion and repair, provided, however, that in the event any damage to the
structural portion including the HVAC, plumbing and electrical systems of the
Building is caused by the acts or omissions of Tenant, its agents, contractors,
invitees or employees, Landlord shall, at Tenant's sole cost and expense,
complete the repairs necessary to place the Building in good order, condition
and repair and Tenant shall pay the costs thereof upon demand.

                  Upon the expiration or sooner termination of the Term hereof,
Tenant shall surrender the Premises to Landlord in the same condition as when
received, ordinary wear and tear and damage thereto by fire, earthquake, act of
God or the elements excepted.

                                       13.

                                   ABANDONMENT

                  Tenant shall not abandon the Premises at any time prior to the
expiration or earlier termination of the Term hereof. In the event Tenant shall
abandon, vacate or surrender the Premises, or be dispossessed by process of law,
or otherwise, any personal property belonging to Tenant and left on the Premises
shall be deemed to have been abandoned.

                                       14.

                                      LIENS

                  Tenant shall keep the Premises and Parcel IB free from any
vendor's, mechanic's, materialmen's or like liens arising out of any work
performed, materials furnished or obligations incurred by Tenant. Landlord shall
have the right at all times to post notices of non-responsibility on the
Premises and record verified copies thereof in connection with all work of any
kind upon the Premises.

                                       15.

                            ASSIGNMENT AND SUBLETTING

                  Tenant shall not sublet the whole or any part of the Premises,
nor assign this Lease or any interest therein (nor may this Lease be assigned by
operation of law) to any person whomsoever, without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole discretion for any
reason, and any attempted or purported assignment or subletting without
Landlord's prior written consent shall constitute a breach of this Lease and
shall at Landlord's election be void. If Tenant is a corporation or is an
unincorporated association or partnership, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association, or
partnership in the aggregate in excess of fifty percent (50%) shall be deemed an
assignment within the meaning and provisions of this Article. Notwithstanding
the foregoing provisions of this Article 15, it shall not constitute an
assignment or subletting for purposes of this Article 15 for Tenant to assign
this Lease or sublet the Premises without Landlord's consent to any corporation
or business entity which controls, is controlled by, or is under common control
with Tenant, or to any corporation or other business entity resulting from a
merger or consolidation with Tenant, or to any person or entity which acquires
all of the assets of Tenant's business as a going concern, provided that the
assignee or sublessee assumes in full the obligations of Tenant under the Lease,
that Tenant remains fully liable under the Lease, no use of the Premises is made
which is not allowed for by the permitted purposes, and Tenant provided prompt
written notice to Landlord of such assignment or sublease and the circumstances
thereof.

                  Any consent given by Landlord to Tenant to sublet the
Premises, or any portion thereof, or to assign this Lease shall not be construed
as a consent to any other assignment or subletting, or waiver of Landlord's
right to object to or declare void any assignment or sublease to which
landlord's consent in writing has not been obtained. Any assignment or
subletting of Tenant's interest permitted or consented to by Landlord shall not
in any way release Tenant from any liability or obligation assumed under the
terms of this Lease.

                  Any sums or other economic consideration received by Tenant as
a result of such assignment or subletting, however denominated under the
assignment or sublease, which exceed, in the aggregate, (i) the total sums which
Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to any portion of the Premises subleased), plus (ii) any
real estate brokerage commissions or fees payable in connection with such
assignment or subletting, shall be paid to Landlord as additional rent under
this Lease without affecting or reducing any other obligations of Tenant
hereunder. The sums payable hereunder shall be paid to Landlord as and when
payable by the assignee or subtenant to Tenant.


                                       -8-
<PAGE>   12
                                       16.

                     INDEMNIFICATION OF LANDLORD INSURANCE

                  Tenant agrees to indemnify Landlord and hold Landlord, the
Premises and Parcel IB free and harmless for, from, and against any and all
penalties, costs, expenses (including reasonable attorneys' fees), claims,
demands and causes of action, including claims based upon imputed negligence due
to ownership of the Building arising out of or in connection with (a) any
accident or other occurrence in or on the facilities (including, without
limiting the generality of the term "facilities", stairways, passageways or
hallways), the use of which Tenant may have in conjunction with other tenants of
the Project, when such injury or damage shall be caused in part or in whole by
tile act or omission of Tenant, its agents, contractors, servants, employees,
licensees, invitees, permittees, customers, clients or guests, (b) the condition
of, or any defect in, the Premises or any part thereof or any improvements
thereof, (c) the condition of, or any defect in, Tenant's fixtures or equipment
or any part thereof, or (d) the use or occupancy of the Premises by Tenant or
any tenant of Tenant.

                  If any action or proceeding be brought against Landlord for
any of the foregoing reasons, Tenant, upon notice from Landlord, shall defend
the same at Tenant's expense by counsel satisfactory to Landlord.

                  Tenant shall at its own cost and expense procure and maintain
during the entire Term and any extensions thereof workmen's compensation
insurance as required by statute as well as comprehensive public liability
insurance covering the Premises and their surrounding areas and naming Landlord
as an additional insured in such amounts as Landlord may from time to time
require. The initial liability coverage under such comprehensive public
liability insurance shall not be less than $1,000,000 combined single limit,
together with excess liability coverage of not less than $5,000,000, including
fire damage legal liability coverage in an amount adequate to cover the cost or
replacement of the Premises. Said comprehensive public liability insurance shall
be an occurrence type policy and shall also contain cross liability endorsements
and insure performance by Tenant of the indemnity provisions provided above. The
limits of said insurance shall not, however, limit the liability of Tenant under
the first paragraph of this Article. The originals of all policies shall remain
in possession of Tenant; provided, however, Tenant shall provide Landlord a
certificate of insurance confirming the coverage prior to the commencement of
this Lease and at each subsequent insurance renewal. Tenant shall also maintain
in full force and effect throughout the Term all risks insurance coverage in an
amount adequate to cover the cost of replacement of all personal property
(including inventory) and contents in the Premises. All policies of insurance
shall name Landlord and Landlord's property manager as additional insureds and
shall provide that such insurance will not be canceled or subject to reduction
or coverage or other modification except after thirty (30) days written notice
to Landlord. Tenant shall furnish policy renewals or binders to Landlord not
less than ten (10) days prior to the expiration of any policy required
hereunder. All insurance policies procured shall be issued by a responsible
company or companies authorized to do business in the State of Arizona with a
Best's rating of at least A-/VII and reasonably satisfactory to Landlord.

                  Landlord shall maintain at all times during the Term of this
Lease the following insurance:

                           (a) Comprehensive general liability insurance against
                  claims for bodily injury, death, or property damage occurring
                  in, upon, or about the Building in an amount not less than the
                  greater of (1) $1,000,000.00 combined single limit, (ii) the
                  amount required by Landlord's lender, or (iii) the amount
                  which a reasonably prudent landlord would carry on a
                  comparable multi-use project, less any deductible which
                  Landlord may reasonably determine; and

                           (b) "All risk broad form" insurance covering the
                  Building in an amount not less than the greater of (1) the
                  amount required by Landlord's lender or (ii) the amount which
                  a reasonably prudent landlord would carry on a comparable
                  multi-use project, less any deductible which Landlord may
                  reasonably determine.

                                       17.

                          DENIAL OF SUBROGATION RIGHTS

                  Neither Landlord nor Tenant shall be liable to the other for
any business interruption or any loss or damage to property or injury to or
death of persons occurring on the Premises, or in any manner growing out of or
connected with Tenant's use and occupation of the Premises or the condition
thereof, whether or not caused by the negligence or other fault of Landlord or
Tenant, or of their respective agents, employees, subtenants, licensees, or
assignees. This release shall apply only to the extent that such business
interruption, loss or damage to property, or injury to or death of persons, is
covered by insurance, regardless of whether such insurance is payable to or
protects Landlord or Tenant or both. Nothing in this Article shall be construed
to impose any other or greater liability upon either Landlord or tenant than
would have existed in the absence of this Article. This release shall be in
effect only so long as the applicable insurance policies contain a clause to the
effect that this release shall not affect the right of the insured to recover
under such


                                       -9-
<PAGE>   13
policies. Such clauses shall be obtained by Landlord and Tenant in the policies
of insurance required to be provided by either hereunder.

                                       18.

                                    SERVICES

                  Landlord agrees to furnish to the Premises water and
electricity suitable for the use of the Premises. Landlord further agrees to
furnish to the Premises during the hours of 7 a.m. to 7 p.m., Monday through
Friday, and 7 a.m. to 3 p.m. Saturday, excluding Christmas, Thanksgiving and
other Federal holidays, subject to the Office Building Rules and Regulations,
heating and air conditioning suitable for the use of the Premises; provided,
however, Tenant shall pay to Landlord upon receipt of a statement therefor
Landlord's charge for heating and air conditioning furnished to the Premises
during any Federal holiday, any weekday from 7 p.m. to 7 a.m., and on any
week-end day except between the hours of 7 a.m. and 3 p.m. on Saturday. Landlord
shall provide five-day janitorial service. Landlord shall maintain the common
stairs, corridors, entries, and restrooms in the Project in a safe, neat and
clean condition. The services to be provided by Landlord shall be consistent
with comparable first class office buildings located in Phoenix, Arizona.
Landlord shall not be liable for, and Tenant shall not be entitled to, any
abatement or reduction of rent by reason of Landlord's failure to furnish any of
the foregoing when such failure is caused by accidents, breakage, repairs,
strikes, labor disturbances of any character, governmental order, material
shortages, energy or fuel shortages, or by any other cause, similar or
dissimilar, beyond the reasonable control of Landlord, or when Landlord acts
with reasonable diligence to correct the failure to furnish such service after
receiving written notice or the absence of such service. Landlord shall not be
liable under any circumstances for loss of or injury to property occurring
through or in connection with or incidental to Landlord's or Landlord's agents',
contractors' or employees' failure to furnish any of the foregoing services.
Wherever heat generating machines or equipment are used in the Premises which
materially affect the temperature otherwise maintained by the air conditioning
systems, Landlord reserves the right to install supplementary air conditioning
units in the Premises or Building and the cost thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be paid by
Tenant to Landlord as additional rent upon demand by Landlord.

                  In the event Landlord should neglect or fall to furnish any of
the utilities or services required to be furnished by Landlord in this Lease and
such failure should continue for two (2) business days after receipt of written
notice of such failure from Tenant, Tenant shall be entitled to an abatement of
all of the rent payable hereunder with respect to that portion of the Premises
so affected by such failure for the period beginning on the day that such
portion of the Premises is unusable and continuing until the use of such portion
of the Premises is restored to Tenant.

                  Tenant will not, without the prior written consent of
Landlord, use any apparatus or device in the Premises, including, without
limitation, machines using current in excess of 110 volts, e.g., electronic data
processing machines and punch card machines, mainframe computers or
mini-computers, which will in any way increase the amount of electricity or
water usually furnished or supplied for use in the Premises as general office
space; nor shall Tenant connect with electric current, except through existing
electrical outlets in the Premises, any apparatus, water pipe or other device
for the purposes of using electric current or water. If Tenant shall require
water or electric current in excess of that usually furnished or supplied for
use of the Premises as general office space and shall have obtained the consent
of Landlord for such excess use, Landlord may cause a water meter or electric
current meter to be installed in the Premises to measure the amount of such
excess water or electric current consumed. The cost of any such meters and of
installation, maintenance and repair thereof shall be paid by Tenant, and Tenant
agrees to pay to Landlord as additional rent promptly upon demand therefor the
cost of all such water and electric current consumed as shown by said meters, at
the rates charged for such services by the local public utility furnishing the
some, plus any additional bookkeeping expense in connection therewith.

                  Tenant and its employees shall have access to the Premises,
subject to established security procedures, on a twenty-four (24) hour per day,
fifty-two (52) weeks per year basis.

                                       19.

                                  HOLDING OVER

                  Tenant shall not hold over after the termination or expiration
of this Lease without Landlord's written consent. If Tenant holds possession of
the Premises after the Term or this Lease with Landlord's consent, Tenant shall
become a tenant from month to month upon the terms herein specified except at a
rental rate to be determined by Landlord. In no event shall such rental rate be
less than 150% or the rental rate in effect immediately prior to the expiration
of the Term of this Lease. The rent shall be payable in advance on or before the
first day of each month. Tenant shall continue in possession until such tenancy
shall be terminated by either Landlord or Tenant giving written notice of
termination to the other party at least thirty (30) days prior to the effective
date of termination.


                                      -10-


<PAGE>   14
                                       20.

                                ENTRY BY LANDLORD

                  Landlord shall have the right to enter the Premises at any
time to inspect the same or to cure any default (including a breach of the
Office Building Rules and Regulations), to supply any service to be provided by
Landlord hereunder, to submit the Premises to prospective purchasers, tenants or
mortgagees, to post notices of non-responsibility, and to alter, improve or
repair the Premises and any portion of the Building without abatement of rent,
and may for the purposes of repair and alteration erect scaffolding and other
necessary structures where reasonably required by the character of the work to
be performed, providing that the business of Tenant shall not be interfered with
unreasonably. Unless caused by the negligent or willful acts of Landlord, Tenant
hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned by Landlord's entry for any of the
aforesaid purposes.

                  For each of the aforesaid purposes, Landlord at all times
shall have and retain a key with which to unlock all of the doors upon the
Premises, excluding Tenant's vaults, and Landlord shall have the right to use
any and all means to open said doors in an emergency in order to obtain entry to
the Premises, and any such entry to the Premises obtained by Landlord shall not
under any circumstances constitute forcible or unlawful entry into or a detainer
of the Premises or an eviction of Tenant from the Premises or any portion
thereof. Landlord shall not be liable for the consequences of admitting by
passkey or refusing to admit to the Premises Tenant or any agent or employee of
Tenant.

                                       21.

                                     DEFAULT

                  In addition to any events defined elsewhere in this Lease as
constituting a default of Tenant, any of the following shall be considered an
event of default by Tenant hereunder: (a) the failure of Tenant to pay rent
(including additional rent) or any part thereof or any other sums payable
pursuant to this Lease as and when due hereunder where such failure shall
continue for three (3) days after written notice from Landlord; (b) the failure
or Tenant to observe or perform any of the covenants or agreements contained in
this Lease to be observed or performed by Tenant, other than those described in
Article 22(a) hereof, where such failure shall continue for twenty (20) days
after written notice of such failure from Landlord; provided, however, if such
failure is of a type that can be cured or corrected but not reasonably within a
twenty (20) day period and Tenant has, during the twenty (20) day period,
commenced the cure or correction of such failure and thereafter diligently
purses such cure or correction, then no default shall exist unless Tenant ceases
the diligent curing or correcting of such failure; (c)(i) the making by Tenant
of any general assignment or general arrangement for the benefit of creditors;
(ii) the filing by or against Tenant of a petition to have Tenant adjudged
bankrupt or a petition for reorganization or arrangement under any law relating
to bankruptcy (unless, in the case of a petition filed against Tenant, the same
is dismissed within ninety (90) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Tenant's assets or of
Tenant's interest in this Lease where possession is not restored to Tenant
within ninety (90) days; or (iv) the attachment, execution or judicial seizure
of substantially all of Tenant's assets or of Tenant's interest in this Lease,
where such seizure is not discharged within ninety (90) days; (d) the default by
Tenant under any other lease agreement between Landlord and Tenant pertaining to
premises within the Project; (e) the passage or other devolution of Tenant's
interest in this Lease to any person or entity except that named as Tenant
herein, by law or otherwise, without the prior written consent of Landlord
except as provided in Article 15 of this Lease; (f) the abandoning of the
Premises by Tenant; or (g) the discovery by Landlord that any financial
statement given to Landlord by Tenant, any assignee of Tenant, any subtenant of
Tenant, or any successor in interest of Tenant, or any of them, was materially
false.

                                       22.

                                    REMEDIES

                  In the event of any such material default or breach by Tenant,
Landlord may at any time thereafter, with or without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default or breach:

                  (a)    terminate Tenant's right to possession of the Premises
by any lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's breach or default, including, but not limited
to: the cost of recovering possession of the Premises; expenses of reletting,
including the cost of necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and any real estate commissions actually paid; the
amount by which the total of the unpaid rent and other sums due hereunder for
the balance of the Term hereof exceeds the total amount      


                                      -11-
<PAGE>   15
  of any payments of like character to be received by Landlord from any
  subsequent tenant or tenants during the same period; and that portion
  applicable to the unexpired Term of any tenant improvements and or any
  commission paid by Landlord to a real estate broker or agent as a result of
  this Lease;

  [***]

                    (c) re-enter the Premises without terminating this Lease
  and relet the Premises or any part thereof for such term or terms and at
  such rental or rentals and upon such other terms and conditions
  as Landlord in its sole discretion may deem advisable, with the right to make
  alterations and repairs to said Premises. Rentals received by Landlord from
  such reletting shall be applied as follows: first, to the payment of the cost
  of such reletting as more specifically set forth in subsection (a) above;
  second, to the payment of the cost of any alterations and repairs to the
  Premises; third, to the payment of any indebtedness, other than rent, due
  hereunder, and the residue, if any, to be held by Landlord and applied in
  payment of future rent as the same may become due and payable hereunder.
  Should such rentals received from such reletting during any month be less than
  that agreed to be paid during that month by Tenant hereunder, then Tenant
  shall pay such deficiency to Landlord. Such deficiency shall be calculated and
  paid monthly. Tenant shall also pay to Landlord, as so on as ascertained, the
  costs and expenses incurred by Landlord in such reletting or in making such
  alterations and repairs. No such re-entry or taking possession of the Premises
  by Landlord shall be construed as an election on its part to terminate this
  Lease unless a written notice of such intention be given to Tenant or unless
  the termination thereof be decreed by a court of competent jurisdiction.
  Notwithstanding any such reletting, without termination, Landlord may at any
  time thereafter elect to terminate this Lease for such previous breach; and

                    (d) pursue any other remedy now or hereafter available to
  Landlord under the laws or judicial decisions of the State of Arizona.

                                       23.

                              DAMAGE OR DESTRUCTION

                    Except as otherwise provided in this Lease, in the event the
  Premises or the Building are damaged by fire or other casualty covered by
  Landlord's insurance, such damage shall be repaired by and at the expense of
  Landlord and this Lease shall remain in full force and effect, except that
  Tenant shall be entitled to a proportionate reduction of rent while such
  repairs are being made, such proportionate reduction to be based upon the
  extent to which the making of such repairs shall materially interfere with
  Tenant's business.

                    In the event such repairs cannot, in the reasonable opinion
  of Landlord, be substantially completed within sixty (60) days after the
  occurrence of such damage (without the payment of overtime or other premiums),
  Landlord may, at its option, exercisable by giving written notice to
  Tenant within thirty (30) days after the occurrence of such damage, make such
  repairs within a reasonable time and Landlord shall proceed to make such
  repairs with reasonable dispatch. In such event, this Lease shall continue in
  full force and effect and the rent payable by Tenant hereunder shall be
  determined as provided in the first paragraph of this Article. In the event
  Landlord does not elect to repair the damage, as provided above, either
  Landlord or Tenant, by written notice given to the other within ten (10)
  additional days, may terminate this Lease effective as of the date of the
  occurrence of such damage. In the event Landlord terminates this Lease
  pursuant to this Article, all proceeds of Landlord's insurance shall belong to
  and become the sole property of Landlord.

                    In the event of damage to or destruction of all or any
  portion of the Premises or Building to the extent of five percent (5%) or
  more of the then insurable replacement value of the Premises or the Building,
  as applicable, from any cause not covered by insurance, or in the event of a
  declaration of any governmental authority that the Premises or the Building
  are unsafe or unfit for occupancy and would require repairs exceeding five
  percent (5%) or more of the then insurable replacement value or the Building,
  Landlord shall have the right to terminate this Lease by written notice to
  Tenant given within thirty (30) days after the date of such damage,
  destruction or declaration. Upon the giving of any such notice, this Lease
  shall terminate. In the event of damage to or destruction or all or any
  portion of the Premises or the Building to an extent less than five percent
  (5%) of the then insurable replacement value of the Premises or the Building,
  as applicable, from any cause not covered by insurance, or in the event
  Landlord does not elect to terminate this lease in accordance with this
  paragraph, the Lease shall remain in full force and effect except that rent
  shall be proportionally reduced as provided above and the Premises shall be
  repaired and rebuilt by Landlord at Landlord's cost with reasonable
  dispatch; provided, however, Tenant shall bear the cost of all fixtures,
  equipment, furnishings, draperies and other items that were not contemplated
  by Exhibit D hereto.

                    Notwithstanding anything to the contrary contained herein,
  in the event the Premises or the Building shall be damaged by fire or other
  casualty due to the negligent or willful acts of Tenant, its agents,

                                      -12-
<PAGE>   16
officers, employees, contractors, servants, invitees, licensees or guests and
the Lease is not terminated as herein above provided, then, without prejudice to
any other rights and remedies of Landlord, there shall be no abatement of rent.

                  With respect to any damage which Landlord is obligated to
repair or elects to repair, Tenant waives the provisions of Arizona Revised
Statutes Section 33-343 (which Section deals with Tenant's right to termination
in the event of damage to or destruction of the Premises).

                  Landlord shall not be required under any circumstances to make
any repairs to or replacements of any paneling, decoration, office fixtures,
railings, ceilings or floor coverings, partitions or any other property
installed in the Premises by Tenant.

                                       24.

                                 EMINENT DOMAIN

                  If at any time during the Term of this Lease the entire
Premises or any part thereof shall be taken as a result of the exercise of the
power of eminent domain or sold under threat of the exercise of such power (a
"taking"), this Lease shall terminate as to the part so taken as of the date the
condemning authority takes possession or title, whichever occurs first.

                  If all or any substantial portion of the Premises, or any
portion of the Project other than the Premises, shall be taken, Landlord may
terminate this Lease, at its option, by giving Tenant written notice of such
termination within thirty (30) days of such taking. If all or a portion of the
Premises in excess of twenty percent (20%) of the floor area thereof shall be
taken with the result that Tenant's use of the Premises is substantially
impaired, Tenant may terminate this Lease at its option by giving Landlord
written notice of such termination within thirty (30) days of such taking. If
neither party terminates this Lease pursuant to this Article, this Lease shall
remain in full force and effect except that the rent payable by Tenant hereunder
shall be reduced in the same proportion as the floor area taken in the Premises
bears to the total floor area in the Premises.

                  Landlord shall be entitled to and Tenant hereby assigns to
Landlord the entire amount of any award or payment made in connection with a
taking; provided, however, that Tenant shall be entitled to any payment or award
attributable to the taking of removable personal property or trade fixtures
belonging to Tenant or Tenant's moving expenses or any award for the value of
tenant's leasehold interest except to the extent that such award would reduce or
otherwise diminish the condemnation award to Landlord for the Property.

                                       25.

                            SUBORDINATION; ATTORNMENT


                  This Lease shall be subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation for security now or hereafter placed
upon Parcel IB or any part thereof and to any and all advances made on the
security thereof and to all renewals, modifications, increases and extensions
thereof. If any mortgagee, trustee or ground lessor shall elect to have this
Lease prior to the lien of its mortgage, deed of trust or ground lease, and
shall give written notice thereof to Tenant, this Lease shall be deemed prior to
such mortgage, deed of trust, or ground lease regardless of whether this Lease
is dated prior or subsequent to the date of said mortgage, deed of trust or
ground lease or the date of recording thereof. Tenant agrees to execute any
documents required to effectuate such subordination or to make this Lease prior
to the lien or any mortgage, deed of trust or ground lease, as the case may be,
and by failing to do so within ten (10) days after written demand therefor shall
automatically make, constitute and irrevocably appoint Landlord as Tenant's
attorney-in-fact and in Tenant's name, place and stead, to do so.

                  Tenant agrees that in the event any proceedings are brought
for the foreclosure of the Premises, or in the event of exercise of the power of
sale under any mortgage or deed of trust affecting the Premises, whether or not
the Lease is terminated by such foreclosure or sale, Tenant will, upon request
by the purchaser, attorn to the purchaser under any such foreclosure or sale and
recognize such purchaser as Landlord under this Lease.

                                       26.

                                     NOTICES

                  All notices, demands, consents and statements which may or are
required to be given by either party to the other hereunder shall be in writing.
All notices and demands by Landlord to Tenant shall be personally delivered,
delivered by a nationally utilized overnight delivery service or sent by United
States certified or registered mail, postage prepaid and addressed to Tenant at
Tenant's Address. All notices and


                                      -13-
<PAGE>   17
demands by Tenant to Landlord shall be personally delivered, delivered by a
nationally utilized overnight delivery service or sent by United States
certified or registered mail, postage prepaid, addressed to Landlord at the
Landlord's Address. Either party may change its address by notice given to the
other in the manner set forth in this paragraph. Notices, demands, and
statements shall be deemed given and received when personally delivered or two
(2) days after they are mailed as above provided.

                                       27.

                        LANDLORD'S RIGHT TO CURE DEFAULTS

                  All covenants and agreements to be performed by Tenant under
any of the terms of this Lease shall be at its sole cost and expense and, except
as otherwise specifically provided herein, without any abatement of rent. If
Tenant shall fail to pay any sum of money owing to a party other than Landlord
and required to be paid by it hereunder or shall fail to perform any other act
on its part to be performed hereunder, Landlord may, but shall not be obligated
to and without waiving any rights of Landlord or releasing Tenant from any
obligations of Tenant hereunder, make such payment or perform such other act to
be made or performed by Tenant hereunder. Tenant covenants to reimburse Landlord
for such sums and Landlord shall have (in addition to any other right or remedy
of Landlord) the same rights and remedies in the event of the nonpayment thereof
by Tenant as in the case of default by Tenant in the payment of any sums due
Landlord hereunder. All sums so paid or expenses Incurred by Landlord and all
necessary incidental costs together with interest thereon at the lesser of the
rate of the Bank One prime rate plus 5% or the highest rate permitted by
applicable law from the date of such payment by Landlord until paid shall be
considered as rent owing hereunder and shall be payable to Landlord on demand
or, at the option of Landlord, may be added to any rent then due or thereafter
becoming due under this Lease. Notwithstanding the foregoing, Landlord shall
not, except in the case of an emergency, cure any alleged default of Tenant in
the performance of any covenant herein contained until after the expiration of
five (5) days after the delivery of written notice to Tenant

                                       28.

                           DELAYS, DEFAULT BY LANDLORD

                  Landlord shall not be responsible for any delay or failure in
the observance or performance of any term or condition of this Lease to be
observed or performed by Landlord to the extent that such delays result from
action or order of governmental authorities; civil commotions; strikes, fires,
acts of God or the public enemy; act or default of any tenant in the
Project; inability to procure labor, material, fuel, electricity, or other forms
of energy; or any other cause beyond the reasonable control of Landlord, whether
or not similar to the matters herein specifically enumerated. Any delay shall
extend by like time any period of performance by Landlord and shall not be
deemed a breach of or failure to perform this Lease or any provisions hereof.

                  In the event of any default under this Lease by Landlord,
Tenant, before exercising any rights that it may have at law to cancel this
Lease, shall have given notice of such default to Landlord and shall have
offered Landlord thirty (30) days to correct and cure the default, or if the
default is of a nature that cannot reasonably be cured within said thirty
(30)-day period, then Tenant shall not exercise any remedies for such default if
Landlord has commenced the cure within such thirty (30)-day period and
thereafter diligently prosecutes the cure. Tenant also agrees to give the
holders of any mortgages or deeds of trust ("mortgagees") by registered mail a
copy of any notice of default served upon the Landlord, provided that prior to
such notice Tenant has been notified in writing (by way of Notice of Assignment
of Rents and Leases, or otherwise) of the addresses of such mortgagees. Tenant
further agrees that if Landlord shall have failed to cure or commence to cure
such default within the aforesaid time limit, then the mortgagees shall have an
additional thirty (30) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within thirty (30) days any mortgagee has commenced and is diligently
pursuing the remedies necessary to cure such default (including, but not
limited to, commencement of foreclosure proceedings if necessary to effect such
cure) in which event this Lease shall not be terminated while such remedies are
being so diligently pursued.

                                       29.

                       LIMITATIONS ON LANDLORD'S LIABILITY

                   The obligations of Landlord under this Lease do not
constitute personal obligations of the partners in Landlord or of the directors,
officers or shareholders of any of the partners in Landlord, and Tenant shall
look solely to Landlord's interest in the real estate that is the subject of
this Lease and to no other assets of Landlord for satisfaction of any liability
in respect of this Lease and will not seek recourse against the partners in
Landlord or the directors, officers or shareholders of any of the partners in
Landlord or any of their personal assets for such satisfaction.          


                                      -14-
<PAGE>   18
                                       30.

                         TRANSFER OF LANDLORD'S INTEREST

               In the event Landlord transfers its interest in the Premises or
Parcel IB (other than a transfer for security purposes only), Landlord shall be
relieved of all obligations accruing hereunder after the effective date of such
transfer, including, but not limited to, the return of the Security Deposit or
other funds held by Landlord, provided that such obligations have been expressly
assumed in writing by the transferee.

               Tenant agrees at any time and from time to time upon ten (10)
days' prior request by Landlord, to execute, acknowledge and deliver to Landlord
a statement in writing certifying to Landlord, any mortgagee, prospective
purchaser or other party designated by Landlord: (a) that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), (b) the dates to which the rent and any other charges have been
paid in advance, if any, (c) that there are not any uncured defaults on the part
of Landlord hereunder, or specifying such defaults if any are claimed, (d)
whether or not there are then any existing defenses against enforcement of any
provision of the Lease, (e) the Lease Commencement Date and Lease Expiration
Date and (f) any other information which may be reasonably requested by
Landlord. Any such statement delivered pursuant to this paragraph may be
conclusively relied upon by any prospective purchaser, mortgagee or assignee of
any mortgage of the Premises or Parcel IB.

               If Tenant fails to deliver such statement within such time, any
prospective purchaser or encumbrancer may conclusively assume: (i) that this
Lease is in full force and effect, without modification except as may be
represented by Landlord, (ii) that there are no uncured defaults in Landlord's
performance, (iii) that not more than one month's rent and no other charges have
been paid in advance, (iv) that there are no existing defenses against
enforcement of any provision of the Lease, and (v) that the Commencement Date
and Expiration Date are as stated by Landlord. Such failure by Tenant to deliver
such statement shall constitute a material default by Tenant under this Lease.

               If Landlord desires to finance, refinance or sell Parcel IB or
any part thereof, Tenant hereby agrees to deliver to any prospective lender or
purchaser designated by Landlord such financial statements of Tenant as may be
reasonably required by such prospective lender or purchaser. Such statements
shall include the past three years' financial statements of Tenant that are made
available to the public in the normal course of business. All such financial
statements shall be received in confidence, shall be used only for the purposes
herein set forth and shall be furnished by Tenant promptly upon request therefor
by Landlord.


                                       31.

                             SUCCESSORS AND ASSIGNS

               Subject to all limitations on assignment and subletting set forth
herein, all of the terms and provisions of this Lease shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto.

                                       32.

                                ATTORNEYS' FEES

               Should either party be required to commence legal proceedings
relating to this Lease, the prevailing party shall be entitled to receive
reimbursement for its reasonable attorneys' fees and costs of suit both in
connection with the litigation and in enforcing a judgement in its favor.

                                       33.

                              SUBSTITUTED PREMISES

               Landlord reserves the right on thirty (30) days written notice to
Tenant to substitute other premises within the Project for the Premises
described herein. The substituted premises shall be equal size to the Premises
(subject to a variation of ten percent) and shall contain comparable tenant
improvements. The unadjusted rental for the substituted premises shall be at the
then current rate for such space but shall not exceed the unadjusted rental
specified in Article 3. All other provisions of this Lease shall remain in full
force and effect with respect to the substituted premises, except that Tenant's
Proportionate Share of Building and Project Direct Expenses shall be
proportionately reduced if the rentable area of the substituted premises is less
than the rentable area of the original Premises. Landlord shall pay all
reasonable moving expenses of Tenant incidental to such substitution of
premises. This Article 33 shall only apply to any Additional Space (as defined
in Article 52) leased by Tenant in accordance with Article 52.



                                      -15-


<PAGE>   19
                                       34.

                              SURRENDER OF PREMISES

     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 subtenancies, or may, at the option of
Landlord, operate as an assignment to it of any or all such subtenancies.

                                       35.

                                     WAIVER

     No waiver of any term, covenant, condition, or obligation of this Lease, or
any breach thereof, shall be effective unless granted in writing. The waiver by
Landlord of any term, covenant, condition or obligation herein contained or any
breach thereof shall not be deemed to be a waiver of any other term, covenant,
condition or obligation herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not constitute a waiver of any preceding breach by
Tenant, regardless of Landlord's knowledge of such preceding breach at the time
of acceptance of such rent.

                                       36.

                                  GOVERNING LAW

     This Lease shall be governed by and construed in accordance with Arizona
law, and the invalidity or un-enforceability of any provision of this Lease
shall not affect or impair the validity of any other provision hereof.

                                       37.

                        DEFINITIONS AND MARGINAL HEADINGS

     The term "Tenant" as used herein shall include the plural as well as the
singular and shall include the masculine, feminine and neuter. If there is more
than one Tenant, the obligations of Tenant hereunder shall be joint and several.
Article headings in this Lease are for convenience only and shall not define or
limit the scope or intent of any provision hereof.

                                       38.

                                 TIME OF ESSENCE

     Time is of the essence of this Lease and each and every provision hereof.

                                       39.

                                     PARKING

     Tenant hereby also rents the Parking Spaces referred to in the Basic Lease
Information of the Lease in the garage parking area located substantially
beneath the Building on such terms and conditions as may be established by
Landlord from time to time during the Term; provided, however, the rent for such
Parking Spaces during the initial Term shall be equal to the Parking Charge and
said rents shall never be less than these charges during the remainder of the
Term of this Lease. Landlord shall have the right to designate where such
parking spaces shall be located and to relocate such parking spaces within the
underground garage parking area from time to time, but shall not, except for
reserved spaces, be required to mark specific spaces. Landlord shall have the
further right to relocate or eliminate any surface parking areas from time to
time during the Term of this Lease. If additional underground garage parking is
requested by Tenant during the Term of this Lease, Landlord shall make such
space available to Tenant, on the terms, conditions and rates then applicable to
the other underground garage parking spaces, if in Landlord's sole discretion
adequate underground garage parking is available to the other tenants in the
Building. All parking spaces rented by Tenant shall be considered part of the
Premises for the purposes of Tenant's obligations and Landlord's rights under
Articles 8, 9, 10, 14, 16 and 17 hereof, and the rental owing for such spaces
shall be considered additional rent under the Lease. The parking areas referred
to herein, except for reserved spaces during normal business hours, shall be
used on a non-exclusive basis with occupants of the Building and Parcel IB.

     Tenant also acknowledges that there are parking spaces in uncovered surface
parking areas within the Project. Tenant and visitors of the Building may not
park in such spaces unless expressly authorized in writing by Landlord. Such
permitted parking may or may not be without charge; provided, however, at such
time as validated parking becomes, in the opinion of Landlord, common practice
among similar offices in the immediate vicinity of the Project, Tenant shall
participate in such validated parking on


                                      -16-
<PAGE>   20
the same basis as other tenants in the Project and Landlord shall charge a
competitive parking charge for such spaces.

     Tenant's use of all parking areas shall be subject to any rules and
regulations relating thereto, including regulations governing the designation of
specific parking spaces for use by Tenant and its guests and invitees, the hours
during which such parking spaces may be used, the size of such parking spaces,
and the traffic flow in the parking areas. Landlord shall not be responsible for
any vandalism or other damages from any cause occurring to automobiles or their
contents while located in such parking spaces or moving in the parking area.

                                       40.

                            COVENANTS AND CONDITIONS

     Each provision of this Lease performable by Tenant shall be deemed both a
covenant and a condition.

                                       41.

                                    RECORDING

     Tenant shall not record this Lease without Landlord's prior written
consent, and such recordation shall, at the option of Landlord, constitute a
non-curable default by Tenant. Tenant shall, upon request of Landlord, execute,
acknowledge and deliver to Landlord a "short form" memorandum of this Lease for
recording purposes. Any costs or taxes associated with such recording shall be
at the sole cost and expense of the party requesting that this Lease be
recorded.

                                       42.

                        INTEREST ON PAST DUE OBLIGATIONS

     Any amount due Landlord not paid when due shall bear interest at the Bank
One prime rate plus 5% per annum from the date due or, if said rate is not a
lawful one, the highest rate permitted by law. Payment of such interest shall
not excuse or cure any default by Tenant under this Lease; provided, however,
that interest shall not be payable on late charges assessed against Tenant.

                                       43.

                                   SEVERABILTY

     The invalidity of any provision of this Lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other
provision hereof.

                                       44.

                             PERSONAL PROPERTY TAXES

     Tenant shall pay when due all taxes assessed against and levied upon tenant
alterations, tenant improvements, and any property of Tenant contained in, on or
about the Premises or any part thereof. When possible, Tenant shall cause all
such taxes to be levied and assessed separately from taxes upon the Premises.

                                       45.

                                ENTIRE AGREEMENT

     This Lease, the Office Building Rules and Regulations, and any addendum
attached hereto and executed by the parties, constitute the entire agreement of
the parties and supersede all prior agreements or understandings between the
parties with respect to the subject matter hereof. No prior agreement or
understanding shall be effective. This Lease may not be modified or amended
except by written agreement of the parties.



                                      -17-
<PAGE>   21
                                      47.

                            ENVIRONMENTAL PROVISIONS

     (a) Tenant represents and warrants to Landlord that Tenant will not
generate, store, treat, use, release, or dispose of any hazardous materials on
or about the Premises or the Project except in compliance with all environmental
laws and any additional conditions reasonably imposed by Landlord. Tenant will
not release or dispose of any hazardous materials in or on the Premises or the
Project without the express written approval of Landlord. Tenant shall obtain,
comply with and provide Landlord with copies of all permits required in
connection with the generation, storage, treatment, use, release, or disposal of
any hazardous materials.

     (b) Tenant shall not install nor permit to be installed on or in the
Premises any substance containing asbestos and determined to be hazardous by any
governmental authority or any friable asbestos. If any such substance or any
friable asbestos is determined to be in or on the Premises as a result of the
actions of Tenant, Tenant shall promptly comply with any applicable
environmental laws (which may or may not require removal of the material), at
Tenant's expense.


     (c) In the event Tenant fails to perform any of its obligations under this
Article 46 within thirty (30) days after the giving to Tenant by Landlord of
written notice of such failure, or within a reasonable period of time not to
exceed ninety (90) days after the giving to Tenant by Landlord of written notice
of such failure if, due to the nature of such failure, such failure cannot be
cured within a 30-day period but is otherwise susceptible to cure within a
reasonable period of time not exceeding ninety (90) days, or within a shorter
period of time if prescribed by any environmental law, then, after expiration of
such applicable period of time, Landlord may enter upon the Premises and remove
or cause to be removed such hazardous material or otherwise cause compliance
with any applicable environmental law, provided, however, that Landlord may
enter upon the Premises and remove of cause to be removed such hazardous
material or otherwise cause compliance with any applicable environmental law
upon written notice to Tenant but prior to the expiration of the applicable time
period, if Landlord determines that such action is necessary prior to the
expiration of the applicable time period (i) for the preservation or safety of
the Project or the tenants in the Project, or other persons, (ii) to avoid
suspension of a necessary service in, or with respect to, the Project, (iii) for
the preservation or the lien, and grant of any deed of trust granted to any
lender with respect to the Project or the priority of such lien and grant, or
(iv) to assure the continued operation of the Project. The cost of any such
removal or compliance shall be immediately due to Landlord upon demand as
additional rent.

     (d) Tenant shall, at Tenant's own expense, comply with all present and
hereinafter enacted environmental laws affecting Tenant's activities on the
Premises or the Project. Tenant shall keep the Premises free of any lien imposed
pursuant to any environmental laws, except for any liens being contested by
Tenant in good faith and at its own expense by appropriate action or legal
proceedings, provided that such actions or proceedings operate to prevent
collection thereunder or realization thereon and the sale or forfeiture of the
Premises or Parcel IB to satisfy the same, and provided further that during such
contest Tenant shall, at the option of Landlord, provide security reasonably
satisfactory to Landlord assuring the discharge of Tenant's obligations in
respect of the lien being contested and any additional interest, charge,
penalty, or expense arising from or incurred as a result of such contest.

     (e) As used herein, the term "hazardous materials" means materials defined
as "hazardous waste or substances" under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.,
Resource Conservation and Recovery Act, 42 U.S.C. Section 6903 et seq., or the
Arizona Environmental Quality Act of 1986, A.R.S. Section 49-201(16), including
without limitation asbestos, urea formaldehyde foam insulation, and any fluid
containing polychlorinated biphenyls.

     (f) As used herein, the term "environmental laws" means any one or all of
the following, as they may be amended from time to time: the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S,C. Sections
9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
Sections 6901 et seq.), the Safe Drinking Water Act (42 U.S.C.
Sections 300f et seq.), the Clean Water Act (33 U.S.C. Sections
12151 et seq.), the Clean Air Act (42 U.S.C. Sections 7401 et seq.), the
Toxic Substances Control Act (15 U.S.C. Sections 136 et seq.), the Solid
Waste Disposal Act (42 U.S.C. Sections 3251 et seq,), and the Arizona
Environmental Quality Act, including provisions on water quality control (A.R.S.
Sections 49-210 et seq,), air quality (A.R.S. Sections 49-401 et
seq.), solid waste management (A.R.S. Sections 49-701. et seq.),
hazardous waste disposal (A.R.S. Sections 49-901 et seq.), and underground
storage tank regulation (A.R.S. Sections 49-1001 et seq.); and
regulations thereunder and any other laws and regulations now in effect or
hereinafter enacted that deal with the regulation or protection of the
environment, including the ambient air, ground water, surface water, and land
use, including sub-strata land.

     (g) Tenant shall be responsible for removing from the Premises any
hazardous materials put there by Tenant or its agents which either Tenant or
Landlord is required by law to remove. In addition, Tenant shall be responsible
for restoring the Premises to their condition immediately prior to the time of
such


                                      -18-
<PAGE>   22
required removal. If Landlord is so required to remove any such hazardous
materials put there by Tenant or its agents, Landlord shall promptly give notice
thereof to Tenant.

          (h) Tenant shall immediately notify Landlord, both orally and in
writing, of any of the following:

               (i) Any emission, spill, release, or discharge into the
environment of any hazardous materials. 

               (ii) Any correspondence or communication to Tenant or its agents
regarding the presence or suspected presence of hazardous materials on the
Premises or the Project or regarding the application of environmental laws to
the Premises, the Project or Tenant's activities on the Premises.

               (iii) Tenant's knowledge of any circumstances which could give
rise to a claim that Tenant, Landlord, the Premises, or the Project may be in
violation of environmental laws.

               (iv) Any change in Tenant's activities on the Premises that will
change or has the potential to change Tenant's or Landlord's obligations or
liabilities under environmental laws.

     (i) Tenant shall indemnify and hold harmless Landlord, its employees, and
agents for, from and against any of the following which result from or are
related to any activity or operation of Tenant or its agents, contractors,
employees, or invitees on the Premises or the Project during the Term of this
Lease: any and all loss, damage, obligation, penalty, liability, litigation,
demand, defense, judgment, suit, proceeding, cost, disbursement, and expense
(including, but not limited to, reasonable investigation, remediation, removal,
and legal fees and expenses) resulting from or arising from or in connection
with, or alleged to have resulted or arisen from or in connection with,
contamination of or adverse effects on the environment, the Premises, or the
Project, or violation of any environmental law or other statute, ordinance,
rule, regulation, judgment, or order of any government or judicial entity.
Tenant's obligations and liabilities under this paragraph shall continue after
the expiration or termination of this Lease so long as Landlord bears any
liability or responsibility under the environmental laws for any action by
Tenant or its agents, contractors, or invitees that occurred on the Premises or
the Project during the Term of this Lease. Tenant's failure to abide by the
terms of this paragraph shall be restrainable by injunction.

     (j) If any claim is brought against Tenant, its officers, directors,
employees, agents or representatives, by any third party relating in any way to
hazardous or toxic materials as defined under the Lease, Landlord shall
indemnify and hold Tenant harmless for, from and against all liabilities,
claims, demands, losses, costs, damages, actions, suits, including reasonable
attorneys' fees and costs, to the extent that such loss or expense is caused by
the negligence of Landlord or its employees, agents or contractors. 

                                       48.

                                     BROKERS

     Tenant represents that it has had no dealing with any real estate brokers
or agents in connection with this Lease other than Brokers, whose commission, if
any is due, shall be paid by Landlord in accordance with a separate agreement
between Landlord and such Brokers. Tenant shall indemnify and hold Landlord
harmless from any and all claims.

                                       49.

                                 OPTION TO RENEW

     (a) Tenant shall have the option to extend the term or the Lease for two
(2) consecutive periods of five (5) years, (the "Extended Term"), subject to the
further provisions of this paragraph; provided, however, should Tenant fail to
exercise its right to extend the term of the Lease for the first option term,
Tenant's right to extend the term of the Lease for a second option term shall
automatically terminate. Tenant must exercise its option with respect to the
Extended Term by giving written notice of exercise to Landlord on or before the
date that is six (6) months prior to the Expiration Date of the Term. Any notice
of extension to be given by Tenant pursuant to this subparagraph (a) shall be
called "Tenant's Notice".

     (b) In the event an option to extend is exercised in a timely manner, the
Lease shall be extended for the period of the applicable Extended Term upon all
of the terms and conditions of the Lease, provided that the Monthly Base Rent
shall be (i) ninety-five percent (95%) of the fair market rental value of the
Premises, as of the commencement date of the Extended Term for the first option
period, and (ii) the fair market rental value of the Premises, as of the
commencement date of the Extended Term for the second option period.


                                      -19-
<PAGE>   23
     (c) Tenant shall have no right to extend the term of the Lease if Tenant's
Notice is not delivered in a timely manner or if there is an Event of Default
under this Lease at the time Tenant's Notice is delivered or on the expiration
date of the then current term of the Lease.

     (d) Tenant shall have no right to extend the term beyond the Extended Term.

     (e) If during the initial Term of the Lease Tenant has exercised its Right
of First Refusal to lease additional space in accordance with Article 52 of the
Lease, Tenant shall have the option to extend the term of the Lease in
accordance with this Article 49 for the additional space leased; provided,
however, the Monthly Base Rent for any additional space shall be at the fair
market rental value of said additional space for both the first and second
option periods. Should Tenant fail to exercise its right to extend the term of
the Lease for the first option term, Tenant's right to extend the term of the
Lease for a second option term shall automatically terminate.

     (f) The option granted to Tenant in this Article 48 is personal to
Envirotest Systems Corp. and shall not be transferable, except for an assignment
or sublease which does not require Landlord's consent in accordance with the
provisions of Article 15.

                                       50.

                               CANCELLATION RIGHT

     If Tenant is not then in default hereunder beyond any applicable cure
period and Tenant is in possession of the Premises and has not assigned its
rights under this Lease (unless the assignment was in accordance with the
provisions of Article 15), Tenant shall have the one (1) time right to cancel
this Lease as to all of the Premises, effective as of the fifth anniversary of
the Commencement Date, if, and only if, (a) Tenant has given Landlord written
notice of such cancellation at least six (6) months before the fifth anniversary
of the Commencement Date, and (b) within fifteen (15) days of the delivery of
such notice to Landlord, Tenant has delivered to Landlord a cash cancellation
fee which shall be equal to (i) the unamortized cost at the effective date of
termination of (A) all tenant improvements for the Premises, and (B) all leasing
commissions paid by Landlord with respect to this Lease, and (ii) $39,972.00.
Amortization shall be on a straight line basis over seven (7) years with no
interest penalty being charged. If Tenant fails to deliver such cancellation
notice and cancellation fee at least six (6) months prior to the fifth
anniversary of the Commencement Date, Tenant's cancellation right shall
automatically terminate.

                                       51.

                                     SIGNAGE

     Landlord shall permit Tenant, at Tenant's sole cost and expense, to install
Tenant's name on the existing monument sign for the Building in either the
location currently occupied by Texas Instruments or the location currently
occupied by Equitable Home Mortgage should either of said spaces become vacant
as the result of the expiration or termination of the lease with either tenant.
No sign shall be installed until the design, size, content, structure and
location of the sign have been approved by the Landlord, which consent shall not
be unreasonably withheld, and the City of Phoenix.

                                       52.

                             RIGHT OF FIRST REFUSAL

     (a) During the initial Term, and so long as an event of default has not
occurred, Landlord shall, before entering into a lease with any third party for
any contiguous space located on the 11th floor of the Building (the "Additional
11th Floor Space"), notify Tenant in writing or the monthly rent, rental
increases, and other economic provisions (the "Rental Terms") upon which
Landlord would be willing to lease the Additional 11th Floor Space to Tenant.
This Right of First Refusal shall not be applicable unless and until the
Additional 11th Floor Space is vacated by the existing tenant (Unisys
Corporation), its successors or assigns.

     (b) Commencing with the beginning of the thirtieth month following the
Commencement Date and terminating with the end of the forty-second month
following the Commencement Date, and so long as an event of default has not
occurred, Landlord shall, before entering into a lease with any third party for
any two (2) spaces ranging in size between approximately 1,800 rentable square
feet and approximately 3,000 rentable square feet located either in the Building
or located in the building at 2425 East Camelback Road (the "Additional Space"),
notify Tenant in writing of the monthly rent, rental increases, and other
economic provisions (the "Rental Terms") upon which Landlord would be willing to
lease the Additional Space to Tenant. This Right of First Refusal shall not be
applicable unless and until the Additional Space is vacated by any existing
tenants and any rights with respect to the Additional Space have been satisfied.


                                      -20-
<PAGE>   24
     (c) If, within five (5) business days after receipt of Landlord's notice,
Tenant shall deliver to Landlord a written notice of Tenant's intent to lease
the Additional 11th Floor Space or the Additional Space on the Rental Terms, for
a term not to exceed the then remaining Term of the Lease (including any then
exercised options), Landlord and Tenant shall proceed to negotiate a lease for
the Additional 11th Floor Space or the Additional Space on the same terms as
contained in the Lease, except for the Rental Terms and other matters dependent
upon the size of the premises, such as Tenant's Share. If Tenant does not
deliver its notice of intent to lease the Additional 11th Floor Space or the
Additional Space in a timely manner, or if Landlord and Tenant are unable to
agree on the terms of a lease for the Additional 11th Floor Space or the
Additional Space within ten (10) days following Tenant's delivery of its notice
of intent, Tenant's Right of First Refusal for the Additional 11th Floor Space
or the Additional Space shall terminate and Landlord shall have the right to
lease the Additional 11th Floor Space or the Additional Space or any portion of
the Additional 11th Floor Space or the Additional Space to a third party on the
same or any other terms and conditions, provided that such terms and conditions
do not result in an effective rental (taking into account the stated monthly
rent, rental increases, tenant improvement allowance and other economic
provisions or concessions), more than five percent (5%) lower than the effective
rental resulting from the Rental Terms previously offered to Tenant.

     (d) This right of first refusal to lease the Additional 11th Floor Space or
the Additional Space is a one time right that is personal to Envirotest Systems
Corp. and shall not be transferrable, except for an assignment or sublease which
does not require Landlord's consent in accordance with the provisions of Article
15.



     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
date first above written.

LANDLORD:

Esplanade Office Limited Partnership, a Delaware limited partnership,

By: Eastrion No. 143, L.L.C.,
    a Delaware limited liability company,
    its general partner

By:  /s/  Illegible Signature
Its: Vice President

TENANT:

ENVIROTEST SYSTEMS CORP.,
a Delaware corporation

2525 East Camelback Road
Suite 1150
Phoenix, Arizona 85016

By:  /s/  Illegible Signature
Its: Executive Vice President

/s/ Chester C. Davenport
---------------------------------
Chester C. Davenport
Chairman


                                      -21-
<PAGE>   25
FLOOR PLATE   BUILDING B
Eleventh Floor




                                 [FLOOR PLATE]




                                   EXHIBIT "A"
<PAGE>   26
                                     [MAP]


                                   EXHIBIT "B"
<PAGE>   27
                                     [MAP]


                                 EXHIBIT "B-1"


<PAGE>   28
                                  5-13-94 REV.

                             DAVIS FREDRIKSON DAVIS
                          ARCHITECTURE PLANNING DESIGN
            4201 NORTH 24TH STREET SUITE 100 PHOENIX, ARIZONA 85016

                                   11TH FLOOR
                                  1/8" = 1'-0"

                             [ARROW POINTING NORTH]

                                     NORTH

                                  EXHIBIT "C"
<PAGE>   29
[TICORE LOGO]

DATE:                       5/31/94
BUILDING:                   ESPLANADE "B"
TENANT:                     ENVIROTEST
SUITE:                      1150
USABLE SQ FT:               12118
RENTABLE SQ. FT.            13324
PLAN DATE:                  5/13/94
REVISED:                    5/24/94

<TABLE>
<CAPTION>
     BUILDING                            PLAN         BLD. STD     UNIT          UNIT              TOTAL            TENANT
      ITEMS                            QUANTITY        ALLOW.     MEASURE        COST               COST            OVERAGE
<S>                                    <C>            <C>         <C>          <C>               <C>              <C> 
DEMOLITION OF WALLS                       60             60       LIN FT          10.00             600.00             0.00
DEMISING PARTITION 1ST SIDE                0              0       LIN FT          18.75               0.00             0.00
DEMISING PARTITION 2ND SIDE               64             64       LIN FT          13.00             832.00             0.00
CORRIDOR PARTITION 1ST SIDE                3              3       LIN FT          15.25              45.75             0.00
CORRIDOR PARTITION TENANT SIDE            45             45       LIN FT           8.50             382.50             0.00
INTERIOR PARTITION                      1406           1156       LIN FT          21.00          29,526.00         5,254.20
SOUND INSULATION                        6160              0        SQ FT           0.23           1,416.80         1,416.80
FURR & SHEETROCK                         132              0       LIN FT          11.25           1,485.00         1,485.00
FINISH SHEETROCK BELOW WINDOWS           450            450       LIN FT           2.25           1,012.50             0.00
FINISH SHEETROCK FULL HEIGHT              44             44       LIN FT           7.76             341.44             0.00
SHEETROCK COLUMNS                         20             20         EACH         100.00           2,000.00             0.00
COFFERED SHEETROCK CEILING               221              0        SQ FT           4.50             994,50           994.50
DOUBLE SINGLE LITE FRENCH ENTRY            1              0         EACH       4,500.00           4,500.00         4,500.00
TENANT ENTRY (SECONDARY)                   2              0         EACH       1,230.00           2,460.00         2,460.00
INTERIOR DOOR                             44             36         EACH         750.00          33,000.00         5,734.50
SINGLE LITE FRENCH DOORS                   1              0         EACH       1,150.00           1,150.00         1,150.00
BI-FOLD DOORS (3'-0")                      1              0         EACH         750.00             750.00           750.00
BI-FOLD DOORS (6'-0")                      2              0         EACH       1,250.00           2,500.00         2,500.00
RELOCATE PATIO DOORS                       1              0         LUMP       7,500.00           7,500.00         7,500.00
WINDOW WALL FULL HEIGHT                   18              0       LIN FT         181.25           3,262.50         3,262.50
SIDELIGHT (3'-0")                         34              0       LIN FT         543.75          18,487.50        18,487.50
UPPER & LOWER CABINETS (P-LAM)            50              0       LIN FT         250.00          12,500.00        12,500.00
RECEPTION DESK ALLOWANCE                   1              0         EACH       4,000.00           4,000.00         4,000.00
SHELF & POLE                              24              0       LIN FT          15.00             360.00           360.00
TELEPHONE BOARD                            1              1         EACH         100.00             100.00             0.00
PAINT WALLS                            29054          29054        SQ FT           0.25           7,263.50             0.00
WALLCOVERING ALLOWANCE                   220              0      LIN YDS          35.00           7,700.00         7,700.00
FLOAT FLOOR @ PERIMETER                  450            450       LIN FT          10.00           4,500.00             0.00
FLOORCOVERING (BLD. STD.)               1481           1481        SQ YD          15.85          23,475.26             0.00
</TABLE>


[LETTERHEAD]


                                   EXHIBIT "D"
                                     1 of 2
<PAGE>   30
[TICORE LOGO]

<TABLE>
<CAPTION>
     BUILDING                            PLAN         BLD. STD     UNIT          UNIT              TOTAL            TENANT
      ITEMS                            QUANTITY        ALLOW.     MEASURE        COST               COST            OVERAGE
<S>                                    <C>            <C>         <C>         <C>                <C>              <C> 
RUBBER BASE                              3216           3706      LIN FT          0.78            2,508.48         -382.20
WOOD BASE (2-1/2")                        490              0      LIN FT          5.40            2,646.00        2,646.00
CEILING GRID & TILE                     12118          12118       SQ FT          0.55            6,664.90            0.00
MINI-BLINDS                                 5              0        EACH         85.00              425.00          425.00
DUPLEX OUTLET (NEW WALL)                  130             81        EACH         33.00            4,290.00        1,624.04
FOUR-PLEX OUTLET (NEW WALL)                15              0        EACH         42.00              630.00          630.00
TELEPHONE / DATA (NEW WALL)                58             48        EACH         15.00              870.00          142.92
CONDUIT & GROUND FOR T.M.B.                 1              1        EACH         62.00               62.00            0.00
INCANDESCENT DOWN LIGHTS                   22              0        EACH        125.00            2,750.00        2,750.00
INSTALL 2X4 LIGHT FIXTURE                 151            151        EACH         43.00            6,493.00          -20.42
SINGLE POLE SWITCH                         48             48        EACH         35.00            1,680.00          -16.52
3-WAY SWITCH                                4              0        EACH         65.00              260.00          260.00
DIMMER SWITCH                               6              0        EACH         85.00              510.00          510.00
LIGHT ON EMERGENCY CIRCUIT                 14             14        EACH         40.00              560.00            0.00
EXIT LIGHT                                 12             12        EACH        125.00            1,500.00            0.00
TENANT SIGN LIGHT FIXTURE                   1              1        EACH        231.00              231.00            0.00
HOT TAP HOOK UP                             3              0        EACH        235.00              705.00          705.00
GROUND FAULT CIRCUIT                        3              0        EACH         42.50              127.50          127.50
A/C HOOK UP                                 3              0        EACH        375.00            1,125.00        1,125.00
FIRE ALARM (HORN STROBE)                   12             12        EACH        168.00            2,016.00            0.00
FIRE ALARM (PERMIT & SUPERVISION)           2              2         LOT        525.00            1,050.00            O.O0
H.V.A.C. TENANT CONSTRUCTION            12118          12118       SQ FT          1.65           19,994.70            0.00
H.V.A.C. NEW HEATPUMP                       3              0        EACH      2,500.00            7,500.00        7,500.00
PLUMBING                                    1              0         LOT      6,500.00            6,500.00        6,500.00
HOT TAP                                     3              0        EACH        375.00            1,125.00        1,125.00
X-RAY FLOOR                                 3              0         LOT        350.00            1,050.00        1,050.00
ENERGY MANAGEMENT SYSTEM                12118          12118       SQ FT          0.35            4,241.30            0.00
FIRE SPRINKLERS                           126            126        EACH         80.00           10,080.00            0.00


NOTE THIS PROPOSAL EXCLUDES COSTS                    SUBTOTAL                                   259,740.13      106,756.32
     FOR NOTES #13, #14, #15                         PROGRESS & FINAL CLEAN UP (1.5%)             3,896.10            0.00
                                                     SUPERVISION (4%)                            10,545.45            0.00
RESPECTFULLY SUBMITTED,                              PLAN CHECK & PERMIT FEE                      6,795.00            0.00
TICORE CONSTRUCTION INCORPORATED                     INSURANCE (.5%)                                140.49           53.38
                                                     CONTRACTORS FEE (7%)                        19,678.20        7,476.68
/s/ Charles P. Hernandez                             TAX                                         13,295.16        5,051.46
--------------------------------                     TOTAL                                     $314,090.53     $119,337.83
CHARLES P. HERNANDEZ                                 COST PER USABLE SQ. FT.                        $25.92           $9.85
PRESIDENT                                            COST PER RENTABLE SQ. FT.                      $23.57           $8.96
</TABLE>


                                   EXHIBIT "D"
                                     2 of 2
<PAGE>   31
                     OFFICE BUILDING RULES AND REGULATIONS

         1. No sign, placard, picture, advertisement, name or notice shall be
Inscribed, displayed, printed or affixed on or to any part of the outside or
inside of the Project, the Premises, or the surrounding area without the written
consent of the Landlord being first obtained. If such consent is given by
Landlord, Landlord may regulate the manner of display of the sign, placard,
picture, advertisement, name or notice. Landlord shall have the right to remove
any sign, placard, picture, advertisement, or name or notice which has not been
approved by Landlord or is being displayed in a non-approved manner without
notice to, and at the expense of the Tenant. All approved signs or lettering on
doors and/or windows shall be printed, painted, affixed or inscribed at the
expense of Tenant by a person approved by Landlord.

            Tenant shall not place anything or allow anything to be placed near 
the glass of any window, door partition or wall which may appear unsightly from
outside of the Premises. Landlord shall have the right to control all internal
lighting that way be visible from the Project's exterior.

         2. The directory of the Project will be provided exclusively for the
display of the name and location of tenants only, and Landlord reserves the
right to exclude any other names therefrom and to charge a reasonable fee for
each name other than the tenant's name, placed upon the directory.

         3. The sidewalks, halls, passages, toilets, exits, entrances, parking
areas, elevators and stairways shall not be obstructed by tenant, its customers,
invitees, licensees and guests, or to be used (except toilets) by them for any
purpose other than for ingress to and egress from their respective premises. The
halls, passages, toilets, balconies and roof are not for the use of the general
public and Landlord shall in all cases retain the right to control thereof and
prevent access thereto by all persons whose presence in the judgement of the
Landlord shall be prejudicial to the safety, character, reputation and interests
of the Project or its tenants; provided, however, that nothing herein contained
shall be construed to prevent access by persons with whom Tenant normally deals
to the ordinary course of Tenant's business unless such persons are engaged in
illegal activities. No tenant, no employees or invitees of any tenant shall not
go upon the roof of the Project. Further, Tenant shall not install any radio,
television or satellite antenna, loudspeaker or other device on the roof or
entrance walls without the prior written permission of Landlord. In any case,
the Tenant shall not keep or display any merchandise or otherwise obstruct the
sidewalks, malls or other areas adjacent to the Leased Premises.

         4. Tenant shall not alter any lock or install any new additional locks
or any bolts on any door of the Premises without the written consent of
Landlord.

         5. The toilet rooms, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein. The expense of
any breakage, stoppage or damage resulting from a violation of this rule shall
be borne by the tenant who, or whose employees or invitees, shall have caused
it.

         6. Tenant shall not overload any floor of the Lease Premises in excess
of one hundred (100) pounds per square foot, nor shall it hang or suspend from
any wall or ceiling or roof, or any other part of the Building, any equipment,
displays, fixtures, or signs which are not authorized by the Landlord.

         7. No furniture, freight or equipment of any kind shall be bought into
the Project without the consent of Landlord, and all moving of the same into or
out of the Project shall be done at such time and in such manner as Landlord may
designate. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Project and
also the times and manner of moving the same in and out of the Project. Safes or
other heavy objects shall, if considered necessary by Landlord, stand on wood
strips of such thickness as shall be necessary to properly distribute the
weight. Landlord will not be responsible for loss of or damage to any such safe
or property from any cause and all damage done to the Project by moving or
maintaining any such safe or other property shall be repaired at the expense of
Tenant. There shall not be used in any Premises, or in the public halls of the
Project, either by any tenant or other, any hand trucks except those equipped
with soft rubber tires and side guards or other such material handling equipment
the Landlord may approve.

         8. Tenant shall not cause any unnecessary labor by reason of Tenant's
carelessness or indifference in the preservation or good order and cleanliness.
Landlord shall in no way be responsible to any Tenant for any loss or property
on the Premises, however occurring, or for any damage done to the effects of any
Tenant, by or as a result or the acts or any employee or contractor or Landlord,
or any other person. Window cleaning shall be done only by Landlord at Intervals
it deems appropriate.


                                   EXHIBIT "E"
                                    (1 OF 3)
<PAGE>   32
OFFICE BUILDING RULES AND REGULATIONS
Revised March, 1994
Page Two

         9.  Tenant shall not use, keep or permit to be used or kept any noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Project by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business in the Project.
No skateboards or similar vehicles, animals or birds shall be brought in or kept
in or about the Premises or the Project. No tenant shall make or permit to be
made any disturbing noises or disturb or interfere with occupants of this or
neighboring buildings or premises, or with those having business with such
occupants, by the use of any musical instrument, radio, phonograph, unusual
noise, or in any other way. No Tenant shall throw anything out of doors or down
the passageways.

         10. The Premises shall not be used for manufacturing without the
express written permission of Landlord. No Tenant shall occupy or permit any
portion of this Premises to be occupied for the manufacture or sale of liquor,
narcotics or tobacco in any form, or as a medical office, or as a barber shop or
manicure shop except with prior written consent of Landlord. No Tenant shall
advertise for laborers giving an address at the Premises. The Premises shall not
be used for lodging or sleeping or for illegal purposes.

         11. Tenant shall not use or keep in the Premises or the Project any
kerosene, gasoline or inflammable or combustible fluid or material or use any
method of heating or air conditioning other than that supplied or approved by
Landlord.

         12. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for, or stringing of
wire will be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.

         13. All keys to the Project, offices, rooms and toilet rooms shall be
obtained from Landlord's office and Tenant shall not from any other source
duplicate or obtain keys or have keys made. Additional or duplicate keys will be
provided by Landlord at a reasonable charge to Tenant. Tenant, upon termination
to the tenancy, shall deliver to Landlord the keys to the Project, offices,
rooms, and toilet rooms which shall have been furnished and shall pay Landlord
the cost of replacing any lost key or of changing the lock or locks opened by
such lost key if Landlord deems it necessary to make such a charge.

         14. No Tenant shall lay linoleum, tile, carpet or other similar floor
coverings so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord. The expense of repairing any damage
resulting from a violation of this rule or removal of any floor covering shall
be borne by the Tenant by whom, or by whose contractors, employees or invitees,
the floor covering shall have been laid.

         15. On Sundays and legal holidays, and on other days during certain
hours for which the Building may be closed after Normal Business Hours, access
to the Building or to the halls, corridors, or stairways in the Building, or to
the Premises or Project may be controlled through the use of security personnel
and/or security devices. Such personnel will have the right to demand of any and
all persons seeking access to the Project proper identification to determine if
they have right of access to the Premises. Landlord shall in no case be liable
for damages for any error with regard to the admission to or exclusion from the
Project of any person. In cases of invasion, mob, riot, public excitement or
other commotion, Landlord reserves the right to prevent access to the Project
during the continuance of the same, by closing the doors or otherwise, for the
safety of all tenants and protection of the Project and property located
therein. The foregoing notwithstanding, Landlord shall have no duty to provide
security protection for the Project at any time or to monitor access thereto.

         16. Tenant shall see that the doors of the Premises are closed and
securely locked before leaving the Building and that all water faucets, water
apparatus and electricity are entirely shut off before Tenant or Tenant's
employees leave the Building. Tenant shall be responsible for any damage to the
Project or other tenants caused by a failure to comply with this rule.

         17. Landlord reserves the right to exclude or expel from the Project
any person who, in the judgment of Landlord, is intoxicated or under the 
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of the rules and regulations of the Project.

         18. No vending machine shall be installed, maintained or operated upon
the Premises or the Project without the prior written consent of Landlord.


                                   EXHIBIT "E"
                                    (2 OF 3)

<PAGE>   33
OFFICE BUILDING RULES AND REGULATIONS
Revised March, 1994
Page Three

         19. Landlord shall have the right, exercisable without notice and
without liability to Tenant, to change the street address of the Project of
which the premises are a part.

         20. Tenant agrees that it shall comply with all fire regulations that
may be issued from time to time by Landlord, and Tenant also shall provide
Landlord with the name of a designated responsible employee to represent Tenant
in all matters pertaining to fire regulations. Tenant, at tenant's sole expense
will provide such reasonable fire retarding devices as required by the City of
Phoenix Fire Code or Landlord's insurance carrier, separate from the building
fire sprinkler. Tenant shall be responsible for the routine maintenance of the
aforementioned equipment.

         21. Landlord reserved the right by written notice to Tenant to rescind,
alter or waive any rules or regulations at any time prescribed for the Project
when, in Landlord's judgment, it is necessary, desirable or proper for the best
interest of the Project or its tenants.

         22. Tenant shall not disturb, solicit, or canvass any occupant of the
Building and shall cooperate to prevent the same. Peddlers, solicitors and
beggars shall be reported to Landlord.

         23. Without the written consent or Landlord, Tenant shall not use the
name of the Project in connection with or in promotion or advertising the
business of Tenant except as Tenant's address.

         24. Tenant shall be entitled to use parking spaces during working
hours, the exact location of which shall be designated by Landlord. Tenant shall
not park in driveways or loading areas nor reserved parking spaces of other
tenants. Landlord or its agents shall have the right to cause to be removed any
car of Tenant, its employees, agents, invitees, licensees, contractors or guests
that may be parked in unauthorized areas, and Tenant agrees to save and hold
harmless Landlord, its agents and employees from any and all claims, losses,
damages and demands asserted or arising in respect to or in connection with the
removal of any such vehicle and for all expenses incurred by Landlord in
connection with such removal. Tenant will from time to time, upon request of
Landlord, supply Landlord with a list or license plate numbers of vehicles owned
or operated by its employees and agents.

         25. All interior window coverings must be approved by Landlord and
Tenant may not install any awnings or other exterior window shades or coverings.

         26. Tenant shall not waste electricity or water and agrees to cooperate
fully with Landlord to assure the most effective operation of the Building's
heating and air conditioning equipment.

         27. Tenant assumes full responsibility for protecting, at all times,
the Premises and all personal effects of Tenant, its employees, agents and
invitees from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to the Premises closed and secured, and Landlord shall
have no liability with respect thereto.

         28. Tenant shall not install or operate machinery, equipment or any
mechanical or electrical device of a nature not directly related to Tenant's
ordinary use of the Premises, without the written permission of Landlord.

         29. Tenant shall not be entitled, by virtue of this Lease, to use or
patronize any service, business or facility in the Project, but may become
entitled to use or patronize the same by satisfactory arrangements with the
operator of such business or facility.

         30. Tenant shall provide to Landlord, and update as necessary, the
names, addresses and telephone numbers of three authorized employees of the
Tenant who may be contacted by Landlord in the event of an emergency relative to
the Leased Premises.

         31. Tenant shall store all its trash and garbage within its Leased
Premises. Tenant shall not place in any trash box, receptacle or compactor, any
material which cannot be disposed of in the ordinary and customary manner of
trash and garbage disposal. All garbage and refuse disposal shall be made at
such times and in such a manner as may be directed by Landlord from time to
time.

         32. All delivery vehicles shall use designated loading docks or loading
zones which may be established from time to time by Landlord. Deliveries to
individual suites shall be made using the rear entrance of suites where
applicable, and in cases where the front of courtyard entrance is used,
deliveries will be made in such manner and at such time as to not interfere with
pedestrian traffic. Tenant shall be responsible for the actions and control of
their delivery vendors.

                                   EXHIBIT "E"
                                    (3 OF 3)