<PAGE>

                                                                  EXHIBIT 10.12

                              AMENDMENT 4 TO LEASE

         This Amendment 4 to Lease ("Amendment") is made and entered into as of
this 28th day of January, 2000, by and between 2844 WEST DEER VALLEY L.L.C., an
Arizona limited liability company ("Landlord"), and THE CLINTON HARLEY
CORPORATION, an Arizona corporation ("Tenant").

                                 R E C I T A L S

         A.       Landlord and Tenant previously entered into that certain Lease
Agreement dated April 1, 1994 for premises commonly known as 2844 W. Deer Valley
Road and 2837 W. Louise Drive, Phoenix, Arizona 85027 ("Lease Agreement"), as
amended by that certain Amendment 2 for Lease of Commercial Building Located at
2844 W. Deer Valley Road, Phoenix, Arizona 85027, dated August 15, 1995
("Amendment 2") and that certain Amendment 3 to Lease of Commercial Building
dated September 30, 1997 ("Amendment 3") (collectively, the "Lease").

         B.       Landlord and Tenant desire to amend the terms of the Lease in
accordance with the provisions hereof.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual terms and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby amend the Lease
as follows:

         1.       PARAGRAPH D OF BASIC LEASE PROVISIONS. Paragraph D of the
Basic Lease Provisions is amended to include the real property identified as Tax
Parcel 4E crosshatched on Exhibit "A1" attached hereto, along with the real
property described on Exhibit "B" to Amendment 2 and the property described in
the Lease Agreement. Exhibit "A2" attached hereto identifies by crosshatch the
real property described on Exhibit "B" to Amendment 2 and the property described
in the Lease Agreement.

         2.       PARAGRAPH E OF BASIC LEASE PROVISIONS. Paragraph E of the
Basic Lease Provisions is deleted in its entirety and replaced with the
following:

                  E.       TERM: Through February 28, 2015

         3.       PARAGRAPH F OF BASIC LEASE PROVISIONS. Paragraph F of the
Basic Lease Provisions is deleted in its entirety and replaced with the
following:

                  F.       LEASE COMMENCEMENT DATE: This Lease shall commence on
                           February 1, 2000 and expire at midnight on February
                           28, 2015.

         4.       PARAGRAPH G OF BASIC LEASE PROVISIONS. Paragraph G of the
Basic Lease Provisions is deleted in its entirety and replaced with the
following:

                                        1
<PAGE>

                  G.       RENT*: The sum of $29,177.85 payable on or before the
                           first day of February, 2000 and on or before the
                           first day of each consecutive month thereafter during
                           the term of this Lease. In addition, the annual
                           minimum rent shall be adjusted as provided in Article
                           3.B hereof.

                           * In addition to the monthly rent stated above,
                           Tenant shall also be responsible for the payment of
                           any and all property taxes, property insurance,
                           rental taxes, general assessments, special
                           assessments, association fees and other added charges
                           as specified in the Lease ("Additional Charges").

         5.       PARAGRAPH H OF BASIC LEASE PROVISIONS. Paragraph H of the
Basic Lease Provisions is deleted in its entirety and replaced with the
following:

                  H.       USE OF PREMISES: The Premises may be used for
                           educational purposes only. Consistent with the
                           foregoing, Tenant may use the land described in
                           Exhibit "B" to Amendment 2 and Exhibit "A" attached
                           hereto to construct and complete parking lot
                           improvements for Clinton Technical Institute. The
                           Tenant shall obtain Landlord's written consent prior
                           to constructing any improvements other than parking
                           lot improvements on said land and/or using said land
                           for any use other than a parking lot for Clinton
                           Technical Institute.

         6.       ARTICLE 3 - RENT. Irrespective of any mechanism for
calculating rental increases set forth in the Lease Agreement, Amendment 2 or
Amendment 3, cost of living or otherwise, Article 3, paragraph 3.B is deleted in
its entirety and replaced with the following:

                  B.       The annual Minimum Rent shall be adjusted and
                           increased as of the first day of January of each
                           lease year (hereinafter the "Adjustment Date")
                           commencing January 1,2001, by the amount equal to 4%
                           of the Minimum Rent for the immediately preceding
                           lease year and such adjusted Minimum Rent shall be
                           payable monthly, as provided herein, beginning with
                           the Adjustment Date. The 4% increase is a fiat
                           percentage rate increase which shall be applied to
                           the Minimum Rent annually, as provided for herein.
                           Accordingly, the annual Minimum Rent under the Lease
                           for calendar years 2000 through 2015 shall be as
                           follows:
<TABLE>
<S>      <C>                <C>       <C>
2000:    $347,045.07        2008:     $479,182.83
2001:    $364,139.57        2009:     $498,350.14
2002:    $378,705.15        2010:     $518,284.15
2003:    $393,853.36        2011:     $539,015.52
2004:    $409,607.49        2012:     $560,576,14
2005:    $425,991.79        2013:     $582,999.19
2006:    $443,031.46        2014:     $606,319.16
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>      <C>                <C>       <C>
2007:    $460,752.72        2015:     $630,571.93
</TABLE>

                           In addition to the foregoing, Tenant shall pay such
                           Additional Charges as specified in the Lease.

         7.       ARTICLE 10 - INDEMNITY AND INSURANCE. Article 10, Paragraph
10(i) is amended to delete the reference to "One Million Dollars ($1,000,000)"
and replace it with "Five Million Dollars ($5,000,000)".

         8.       ARTICLE 11 - OTHER PAYMENTS BY TENANT. The first two
paragraphs of Article 11 in the Lease Agreement (that is, the paragraphs
beginning with the words "In addition to rental" and "With respect to any
assessments," respectively) are hereby reinserted and incorporated into Article
11 in their entirety (including subparagraphs (i) and (ii) of said first
paragraph), and hereafter shall be deemed a part of Article 11.

         9.       ARTICLE 34 - MISCELLANEOUS. Article 34 is amended to add the
following:

                  G.       On February 1, 2000 and annually thereafter, Tenant
                           shall deliver to Landlord such financial statements
                           as Landlord reasonably requires to verify the net
                           worth of Tenant or any assignee or subtenant of
                           Tenant. In addition, at such time as Landlord may
                           request in writing, Tenant shall deliver to any
                           lender designated by Landlord any financial
                           statements required by such lender to facilitate the
                           financing or refinancing of the Property. Tenant
                           represents and warrants to Landlord that each such
                           financial statement is a true and accurate statement
                           as of the date of such statement. All financial
                           statements shall be confidential and shall be used
                           only for the purposes set forth in the Lease.

         10.      CAPITALIZED TERMS. Capitalized terms used herein and not
defined herein shall have the meaning given to them in the Lease.

         11.      TELECOPY SIGNATURES. Landlord and Tenant agree that telecopy
counterparts of this Amendment 4 to Lease shall be binding.

         12.      RATIFICATION. Except as amended hereby, the Lease is in all
other respects ratified and confirmed.

         13.      WHOLE AGREEMENT. This Amendment sets forth the entire
agreement between the parties with respect to the matters set forth herein. In
the event of any conflict or inconsistency between the terms and provisions of
this Amendment and the terms and provisions of the Lease, the terms and
provisions of this Amendment shall control to the extent necessary to resolve
such conflict or inconsistency.

                                       3
<PAGE>

         14.      EFFECTIVE DATE. The Effective Date hereof shall be the date
first written above.

2844 WEST DEER VALLEY L.L.C., an               THE CLINTON HARLEY CORPORATION,
Arizona Limited Liability Company              an Arizona corporation ("Tenant")
("Landlord")

By_______________________________              By_______________________________

Its______________________________              Its______________________________

Date_____________________________              Date_____________________________

                                       4
<PAGE>

                   AMENDMENT 3 TO LEASE OF COMMERCIAL BUILDING

         THIS AMENDMENT 3 TO LEASE OF COMMERCIAL BUILDING ("AMENDMENT") is made
and entered into as of the 30th day of September, 1997, by and between 2844 WEST
DEER VALLEY, L.L.C. ("LANDLORD") and THE CLINTON HARLEY CORPORATION, an Arizona
corporation ("TENANT").

                              W I T N E S S E T H:

         A.       Landlord and have previously entered into that certain Lease
Agreement dated April 1, 1994 for premises commonly known as 2844 West Deer
Valley Road and 2837 West Louise Drive, Phoenix, Arizona 85027 (the "PREMISES"),
as amended by that certain Amendment 2 for Lease of Commercial Building dated
August 15, 1995 (collectively, the "Lease').

         B.       Landlord and Tenant desire to amend the provisions relating to
the payment of rent under the Lease and term of the Lease, all as more fully set
forth herein.

         NOW THEREFORE, in consideration of the mutual terms and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

         1.       AMENDMENT. Paragraph G of the Basic Lease Provisions is hereby
deleted in its entirety and replaced with the following:

         "G.      RENT* :  The sum of $ 28,278,21 payable on or before the first
                           (1st) day of October, 1997 and on or before the first
                           (1st) day of each consecutive month thereafter during
                           the term of this Lease. In addition, the annual
                           minimum rent shall be adjusted the greater of (i) the
                           cost of living increases as provided in Article 3.B
                           hereof, and (ii) increases in real property taxes and
                           assessments.

                           * Tenant shall also be responsible for the payment of
                           property insurance, rental taxes and other added
                           charges as specified in this Lease ("Additional
                           Charges")."

         2.       AMENDMENT. Paragraph E and F of the Basic Lease Provisions are
hereby deleted in their entirety and replaced with the following:

         "E.      TERM:    The term of the Lease shall expire on September 30,
                           2007."

         "F.      LEASE COMMENCEMENT DATE:       This Lease shall commence on
                                                 October 1, 1997 and expire on
                                                 September 30, 2007."

         3.       AMENDMENT. The cost of living increase specified in Article
3.B shall be made annually on the first day of January of each lease year
commencing January 1, 1999.

                                       1
<PAGE>

         3.       AMENDMENT. The first two paragraphs of Article 11 (that is,
the paragraphs beginning with the words "In addition to rental" and "With
respect to any assessments", respectively) are hereby deleted in their entirety.

         3.       EFFECTIVE DATE. The effective date hereof ("EFFECTIVE DATE")
shall be the date first written above.

         4.       WHOLE AGREEMENT. This Amendment sets forth the entire
agreement between the parties with respect to the matters set forth herein. In
the event of any conflict or inconsistency between the terms and provisions of
this Amendment and the terms and provisions of the Lease, the terms and
provisions of this Amendment shall control to the extent necessary to resolve
such conflict or inconsistency.

         5.       COUNTERPARTS. This Amendment may be executed in one (1) or
more counterparts, all of which taken together shall constitute one (1) original
document.

[Remainder of page intentionally left blank]

                                       2
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

                                 LANDLORD:

                                 2844 WEST DEER VALLEY, LLC.

                                 By:____________________________________________

                                 Its:___________________________________________

                                 TENANT:

                                 THE CLINTON HARLEY CORPORATION, an
                                 Arizona corporation

                                 By:___________________________________________

                                 Its: President

                                       3
<PAGE>

                                 AMENDMENT 2 FOR
                          LEASE OF COMMERCIAL BUILDING
                       LOCATED AT 2844 W. DEER VALLEY RD.
                                PHOENIX, AZ 85027

Lease Effective Date:               April 1, 1994
Amendment Effective Date:           August 15, 1995

LESSOR: 2844 West Deer Valley, LLC., an Arizona limited liability company

LESSEE: The Clinton Harley Corporation, dba Clinton Technical Institute
        2844 West Deer Valley Road
        Phoenix, AZ 85027

Subject Leased Premises: Land as described in Exhibit "B" located in Maricopa
                         County, Phoenix, Arizona adjacent to the Clinton
                         Technical Institute located at 2844 West Deer Valley
                         Road

                     AMENDMENT TO BASIC LEASE PROVISIONS FOR
                          LEASE OF COMMERCIAL BUILDING

E.       Term of Lease. This lease shall be in effect for a period of 174.5
         months, commencing at 12:00 noon on August 15, 1995, and ending at
         12:00 noon on February 28, 2010.

G.       Rent for the Land, as describe in Exhibit "B". Rent for the Land shall
         be in the amount of $2,000 (two thousand dollars) per month, plus
         applicable sales taxes. Increase in the base rent shall be calculated
         based upon the Retail cost of living increases at the end of years 2,
         4, 6, 8, 10 and 12.

H.       Use of Premises. This lease is a land lease. Lessee is authorized to
         build and complete parking lot improvements. Lessor authorizes the
         Lessee to use the land described in this lease agreement as a parking
         lot for Clinton Technical Institute.

_______________________    __________   ______________________   ___________
LESSOR                     Date          LESSEE                  Date

_______________________                  _____________________
Title                                    Title

                                       1
<PAGE>

                                   EXHIBIT "B"
                               DESCRIPTION OF LAND
                         FOR PHOENIX CAMPUS PARKING LOT
                           2844 WEST DEER VALLEY ROAD
                                PHOENIX, AZ 85027

Lot, 28, said Lot 28 sometimes described as the East half of the Southeast
quarter of the Southwest quarter of the Southeast quarter of Section 14,
Township 4 North, Range 2 East of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona;

EXCEPT the North 318 feet thereof; and

EXCEPT the South 280.4 feet thereof; and

EXCEPT all coal, oil, gas and other mineral deposits and except all uranium,
thorium or any other material which is or may be determined to be peculiarly
essential to the production of fissionable materials, whether or not of
commercial value, as reserved in Patent from the United States of America.

                                       1
<PAGE>

                                 LEASE AGREEMENT

         In consideration of the rents and covenants hereinafter set forth,
Landlord hereby leases and demises to Tenant and Tenant hereby leases and takes
from Landlord the "Premises," hereinafter described in the terms and conditions
set forth in this Lease Agreement, hereinafter called "this Lease."

                             BASIC LEASE PROVISIONS

         The words and figures set forth in Paragraphs A to L, both inclusive,
are part of this Lease wherever appropriate reference is made thereto, unless
expressly modified elsewhere in this Lease.

A.       DATE OF EXECUTION:         As of the 1st day of April, 1994.

B.       LANDLORD:         2844 West Deer Valley, L.L.C., an Arizona limited
                           liability company ("Landlord ")

C.       TENANT:           The Clinton Harley Corporation, an Arizona
                           corporation

D.       PREMISES:         White Subdivision, Lots 1 and 2, Maricopa County,
                           Arizona (2844 W. Deer Valley Road, and 2837 W. Louise
                           Drive, Phoenix, Arizona 85027)

E.       TERM:             [through February 28, 2010]

F.       LEASE COMMENCEMENT DATE:   This Lease shall commence on April 1, 1994
                                    and expire at midnight on February 28, 2010.

G.       RENT * :          The sum of $35,413.55 payable on or before the first
                           (1st) day of April 1994 and on or before the first
                           (1st) day of each consecutive month thereafter during
                           the term of this Lease. In addition, the annual
                           minimum rent shall be adjusted as provided in Article
                           3.B hereof.

         * Tenant shall also be responsible for the payment of property taxes,
         property insurance, rental taxes and other added charges as specified
         in this Lease ("Additional Charges ").

H.       USE OF PREMISES:  Educational

I.       SECURITY DEPOSIT: $  None

J.       LANDLORD'S ADDRESS FOR RENT AND NOTICES:

         2844 W. Deer Valley Road
         Phoenix, AZ 85027

                                       1
<PAGE>

K.       TENANT'S ADDRESS FOR NOTICE:          Attn: President
                                               The Clinton Harley Corporation
                                               2844 W. Deer Valley Road
                                               Phoenix, Arizona  85027

LANDLORD:                                      TENANT:

2844 West Deer Valley, L.L.C.,                 THE CLINTON HARLEY CORPORATION,
an Arizona limited liability company           an Arizona corporation

By                                             By
  __________________________________             ______________________________
Its                                                 Kenneth R. Miller
   _________________________________                Its: Vice President

                              W I T N E S S E T H:

                                    ARTICLE 1
                                 LEASED PREMISES

         Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, that certain Premises described in Paragraph D of the Basic Lease
Provisions.

                                    ARTICLE 2
                                      TERM

         The term of this Lease shall be for the period set forth in Paragraph E
of the Basic Lease Provisions. Notwithstanding the commencement and expiration
date set forth in Paragraph F of the Basic Lease Provisions, if for any reason
Landlord cannot deliver possession of the Premises to Tenant on said date,
Landlord shall not be subject to any liability therefor, nor shall such failure
affect the validity of this Lease or the obligations of Tenant hereunder, but
the commencement date and expiration date of this Lease shall be extended the
same period of time until Landlord delivers possession of the Premises to
Tenant. If Tenant occupies the Premises prior to said commencement date, said
occupancy shall be subject to all the provisions hereof, such occupancy shall
not advance the expiration date and Tenant shall pay rent for such period at the
initial monthly rate set forth in Paragraph G of the Basic Lease Provisions.

                                    ARTICLE 3
                                      RENT

         Tenant shall pay in advance to Landlord as rent for the Premises
without notice, demand, deduction or any setoff whatsoever at the address of
Landlord as set forth in Paragraph J of the

                                       2
<PAGE>

Basic Lease Provisions or such other address as may be specified by Landlord,
the following amounts:

         A.       Annual minimum rent (herein called' "Minimum Rent") in the
total sum and in the manner set forth in Paragraph G of the Basic Lease
provisions together with all applicable taxes as set forth in Article 11 herein,
payable monthly on the first day of each month during the term hereof, with
adjustments for fractional months. Said rent shall commence on the date set
forth in Paragraph F of the Basic Lease Provisions.

         B.       The annual Minimum Rent shall be adjusted and increased as of
the first day of January of each lease year (hereinafter the "Adjustment Date")
commencing January 1, 1995, by the amount equal to 4 percent of the Minimum Rent
for the immediately preceding lease year and such adjusted Minimum Rent shall be
payable monthly, as provided herein, beginning with the Adjustment Date.

         C.       The term "lease year" as used herein shall be deemed to mean a
period of twelve (12) consecutive months commencing with the 1st day of January
and ending with the 31st day of December of each year, both dates inclusive,
provided that the first "lease year" shall begin with the date the term of this
Lease commences and shall end on the succeeding December 3lst, and except that
the last "lease year" shall end on the last day of the lease term.

                                    ARTICLE 4
                                   POSSESSION

         Possession of the Premises shall be delivered to Tenant on an AS IS
condition.

                                    ARTICLE 5
                                  BUSINESS USE

         The Premises shall be used and occupied by Tenant only for the purpose
set forth in Paragraph H of the Basic Lease Provisions, and for no other
purpose. Tenant shall, at its sole cost, comply with and shall faithfully
observe all the requirements of municipal, state and federal authorities now in
force, or which hereafter may be in force, pertaining to the use of said
Premises as well as the requirements and regulations of the Board of Fire
Underwriters, Landlords' insurance companies, and other organizations
establishing insurance rates.

                                    ARTICLE 6
                                      SIGNS

         Notwithstanding the above, Tenant shall upon request of Landlord
immediately remove any exterior or interior sign, advertisement, decoration,
lettering or notice which Tenant may hereafter place or permit to be placed in,
upon, above or about the Premises and which Landlord reasonably deems
objectionable or offensive, and if Tenant fails or refuses so to do Landlord may
enter upon the Premises and remove the same.

                                       3
<PAGE>

                                    ARTICLE 7
                           MAINTENANCE AND SANITATION

         A.       Tenant shall repair any damage to the Premises caused by
Tenant or by any of Tenant's employees, agents, customers, invitees or
licensees, other than from ordinary wear. Tenant shall maintain the interior of
the Premises and all doors, windows, heating, cooling and mechanical equipment
and plate glass, and Landlord agrees whenever possible to extend to Tenant the
benefit of any enforceable manufacturer's warranties on such equipment. If
Tenant refuses or neglects to make repairs and/or maintain the Premises, or any
part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall
have the right, upon giving tenant reasonable written notice of its election to
do so, to make such repairs or perform such maintenance on behalf of and for the
account of Tenant. In such event such work shall be paid for by Tenant promptly
upon receipt of a bill therefor. Tenant shall not decorate or paint the exterior
of the Premises, or any part thereof, except in the manner and color approved by
Landlord. Landlord may, at its option, enter into a maintenance agreement for
the maintenance of any heating and air conditioning units serving the Premises.
The cost of any such agreement attributable to the Premises shall be paid by
Tenant promptly upon receipt of a bill therefor.

         B.       Tenant shall also maintain the roof and exterior walls.
Landlord shall not in any way be liable to Tenant for failure to maintain the
Premises or make repairs.

         C.       Tenant shall provide and maintain trash receptacles, with
covers thereon, about the Premises in which to place any trash, and cause such
trash to be removed from the area as often as required to maintain a sanitary
condition but in no instance less than twice weekly.

                                    ARTICLE 8
                          ALTERATION, REPAIR AND LIENS

         A.       Tenant shall not make any alterations or additions upon said
Premises without the prior written consent of Landlord, except that Tenant may
at its own expense make reasonable changes in interior partitions which do not
affect the structural integrity of the building, or decrease the value of the
Premises.

         B.       If any liens should be asserted against the Premises arising
out of work performed or materials furnished upon or at the instance of Tenant,
Tenant shall, within fifteen (15) days thereafter, cause said lien to be
discharged either by paying the same or by recording a surety bond in accordance
with the provisions of Section 33-1004, Arizona Revised Statutes.

         C.       Tenant shall be solely responsible for all repair,
modification, alteration or reconstruction required to be made to the Premises
as a result of any governmental act, law, rule or regulation including but not
limited to the Americans With Disabilities Act.

                                    ARTICLE 9
                                UTILITY SERVICES

         Tenant shall pay for all utilities and services which may be furnished
to or used in or about the Premises and shall keep the same free and clear of
any lien or encumbrance of any kind whatsoever created by Tenant's acts or
omissions. Landlord shall not be liable for any failure or

                                        4
<PAGE>

interruption of any utility service being furnished to the Premises, and no such
failure or interruption shall entitle Tenant to terminate this Lease.

                                   ARTICLE 10
                             INDEMNITY AND INSURANCE

         Tenant covenants that Landlord shall not be liable for any damage or
liability of any kind or for any injury to or death of persons or damage to
property of Tenant or any other person during the term of this Lease, from any
cause whatsoever, by reason of the use, occupancy and enjoyment of the Premises
by Tenant or any person thereon or holding under said Tenant, and that Tenant
will indemnify and save harmless Landlord from all liability whatsoever on
account of any such real or claimed damage or injury and from all liens, claims
and demands arising out of the use of the Premises and its facilities or any
repairs or alterations which Tenant may make upon said Premises, but Tenant
shall not be liable for damage or injury occasioned by the negligence or
intentional acts of Landlord and its designated agents, servants or employees
unless covered by insurance Tenant is required to provide. This obligation to
indemnify shall include reasonable legal counsel and investigation costs and all
other reasonable costs, expenses and liabilities from the first notice that any
claim or demand is to be made or may be made.

         Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss or damage occasioned to Landlord or Tenant, as the
case may be, their respective property, the Premises, or its contents arising
from any risk generally covered by fire and extended coverage insurance policies
then in use in the State of Arizona; and the parties each, on behalf of their
respective insurance companies insuring the property of either Landlord or
Tenant against any such loss, waive any right of subrogation that such companies
may have against Landlord or Tenant, as the case may be. In the event that the
insurance company of Tenant does not waive the right of subrogation against
Landlord and its insurance company, Tenant shall (i) maintain during the term of
this Lease, fire legal liability coverage with respect to the Premises and (ii)
shall pay to Landlord upon demand, Landlord's cost incurred in securing fire
legal liability insurance protecting Landlord in the event of the destruction of
Tenant's property.

         From and after the date of delivery of the Premises to Tenant, Tenant
will maintain, at its expense, the following types of insurance:

         (i)      Public Liability Insurance. Comprehensive general public
                  liability insurance (including personal injury, contractual,
                  products and completed operations, and automobile liability
                  including non-owned and hired) with limits of not less than
                  One Million Dollars ($1,000,000.00) per occurrence insuring
                  against any and all liability of the insured with respect to
                  said Premises or arising out of the maintenance, use or
                  occupancy thereof. All insurance shall specifically insure the
                  performance by Tenant of the indemnity agreement in this
                  Article 10 contained. Said insurance shall be the primary
                  insurance as respects to the Landlord and not participating
                  with any other available insurance. In no event shall the
                  limits of said policies be considered as limiting the
                  liability of Tenant under this Lease.

         (ii)     Fire and Extended Coverage Insurance. Tenant shall provide and
                  pay for fire and extended coverage insurance insuring the
                  building and improvements to the

                                        5
<PAGE>

                  Premises. Such fire and extended coverage insurance shall be
                  obtained by Tenant in an amount equal to at least one hundred
                  percent (100%) of the full insurable value of the building and
                  improvements.

         (iii)    Insurance of Personalty. Tenant shall at all times during the
                  term hereof, and at its cost and expense, maintain in effect
                  policies of insurance covering (i) its fixtures and equipment
                  located on the Premises, in an amount not less than one
                  hundred percent (100%) of their replacement value, providing
                  protection against any peril included within the
                  classification "Fire and Extended Coverage," together with
                  insurance against sprinkler damage, vandalism and malicious
                  mischief, and (ii) all plate glass on the Premises. The
                  proceeds of such insurance, so long as this Lease remains in
                  effect, shall be used to repair or replace the fixtures,
                  equipment and plate glass to insured.

         (iv)     Business Interruption Insurance. Tenant shall carry business
                  interruption insurance in an amount sufficient to pay all
                  rental amounts coming due hereunder.

         All policies of insurance to be provided by Tenant hereunder shall be
issued by insurance companies acceptable to Landlord and qualified to do
business in the State of Arizona, and shall be issued in the names of Landlord
and Tenant, for the mutual joint benefit and protection of Landlord and Tenant,
and executed copies of such policies of insurance or certificates thereof shall
be delivered to Landlord within ten (10) days after delivery of possession of
the Premises to Tenant and thereafter new policies or renewal certificates
within thirty (30) days prior to the expiration of the term of each such policy.
All public liability and property damage policies shall contain a provision that
Landlord, although named as an insured, shall nevertheless be entitled to
recovery under said policies for any loss occasioned to it, its servants, agents
and employees by reason of the negligence or intended acts of Tenant. As often
as any such policy shall expire or terminate, renewal or additional policies
shall be procured and maintained by Tenant in like manner and to like extent.
All policies of insurance delivered to Landlord must contain a provision that
the company writing said policy will give to Landlord twenty (20) days notice in
writing in advance of any cancellation or lapse of the effective date of any
reduction in the amounts of insurance. All policies shall be written as primary
policies, not contributing with and not in excess of coverage which Landlord may
carry.

                                   ARTICLE 11
                            OTHER PAYMENTS BY TENANT

         In addition to rental Tenant shall pay to Landlord, during each lease
year or partial lease year, all real estate taxes and assessments levied and
assessed for any such year upon the Improvements and the underlying realty
including taxes currently due but not yet paid. Payment shall be made by Tenant
in the following manner:

         (i)      Commencing on the date that Minimum Rent commences and
                  thereafter on the first day of each calendar month throughout
                  the term of this Lease, Tenant shall pay to Landlord along
                  with Minimum Rent the real estate taxes and assessments
                  (including special and improvement district assessments) as
                  estimated by Landlord from time to time.

                                       6
<PAGE>

         (ii)     Within sixty (60) days following the end of any lease year,
                  Landlord shall furnish Tenant a statement covering the year
                  just expired, certified as correct by an authorized
                  representative of Landlord, setting forth the total real
                  estate taxes and assessments. If such real estate taxes and
                  assessments exceed Tenant's payments so made, Tenant shall pay
                  to Landlord the deficiency within ten (10) days after receipt
                  of said statement. If said payment exceed such real estate
                  taxes and assessments, Tenant shall be entitled to offset the
                  excess against payments next thereafter to become due Landlord
                  as set forth herein.

         With respect to any assessments levied against or upon the Premises and
the underlying realty, which may be paid in annual installments, only the amount
of such annual installment (with appropriate proration for any partial year) and
statutory interest shall be included within the computation of the annual taxes
and assessments levied against the Premises and the underlying realty.

         Tenant shall pay prior to delinquency all taxes against and levied upon
fixtures, furnishings, equipment and all other personal property of Tenant
contained in the leased Premises.

         Tenant shall pay to Landlord, in addition to and along with the rental
otherwise payable hereunder, any excise, transaction, sales or privilege tax now
or hereafter imposed by any government or agency upon Landlord and attributed to
or measured by rent or prorations payable by Tenant.

         In the event of the imposition of a parking lot tax, charge or
assessment by any governmental or administrative entity, Tenant shall pay to
Landlord within ten (10) days after demand therefor, said tax, charge or
assessment as determined hereinabove.

         In the event the real property taxes are withdrawn in whole or in part
and any assessments, taxes, fees, levies or charges are imposed as a substitute
for, or otherwise in lieu of increases in said real property taxes, so as to pay
for governmental services formerly provided without separate charge to property
owners or occupants, such as fire protection, sidewalk and street maintenance,
and refuse collection and removal, the same shall be considered "real property
taxes" for purposes of this Lease regardless of how denominated or the source
from which they are collected. The term "real property taxes" shall also include
all expenses reasonably incurred by Landlord in seeking reduction by the taxing
authorities of real property taxes applicable to the Premises.

                                   ARTICLE 12
                            ASSIGNMENT AND SUBLETTING

         Tenant shall not either voluntarily or by operation of law, assign,
sell, encumber, pledge or otherwise transfer all or any part of Tenant's
leasehold estate hereunder, or permit the Premises to be occupied by anyone
other than Tenant or Tenant's employees, or sublet the Premises or any portion
thereof, without obtaining, in each such instance, Landlord's prior written
consent. Any such assignment or other transfer or subletting shall be subject in
each instance to the recapture option of Landlord set forth herein. Landlord's
consent shall not be

                                       7
<PAGE>

unreasonably withheld for any proposed assignment, provided that substantially
the same type, class, nature and quality of business, merchandise, services,
management and financial soundness of ownership is maintained and will continue
to be furnished in a manner compatible with the high standards contemplated by
this Lease and, provided further, that none of the covenants, conditions or
obligations imposed upon Tenant by this Lease, nor any of the rights, remedies
or benefits afforded Landlord by this Lease are thereby impaired or diminished.
Consent by Landlord to one or more assignments of this Lease or to one or more
sublettings of the Premises shall not operate to exhaust Landlord's rights under
this Article. The voluntary or other surrender of this Lease by Tenant or a
mutual cancellation hereof shall not work a merger and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies, or shall
operate as an assignment to Landlord of such subleases or subtenancies. 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 forty nine
percent (49%) shall be deemed an assignment within the meaning and provisions of
this Article.

         If Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, it shall first notify Landlord of its desire to
do so and shall submit in writing to Landlord (i) the name of the proposed
subtenant or assignee; (ii) the nature of the proposed subtenant's or assignee's
business to be carried on in the Premises; (iii) the terms and provisions of the
proposed sublease or assignment; and (iv) such reasonable financial information
as Landlord may request concerning the proposed subtenant or assignee. Any
request for Landlord's approval of a sublease or assignment shall be accompanied
with a check in such reasonable amount as Landlord shall advise for the cost of
review and/or preparation of any documents relating to such proposed transfer
but in no event less than $250.00.

         At any time within fifteen (15) days after Landlord's receipt of the
information specified above, and provided that Landlord approves of the
assignee, assignment or sublet, Landlord may by written notice to Tenant elect
to either (i) sublease the Premises or the portion thereof as shall be specified
in said notice for its own account upon the same terms as those offered to the
proposed subtenant or assignee, as the case may be; or (ii) terminate this Lease
as to the portion (including all) of the Premises so proposed to be subleased or
assigned with a proportionate abatement in the rent payable hereunder. If
Landlord does not exercise either of these options within said fifteen-day
period, Tenant may thereafter within ninety (90) days after the expiration of
said fifteen-day period enter into a valid assignment or sublease of the
Premises or portion thereof, upon the terms and conditions described in the
information required to be furnished by Tenant to Landlord hereunder, or other
terms not less favorable to Tenant, subject, however, to Landlord's consent as
herein provided.

         No subletting or assignment, even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the rent and perform all the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision of this Lease or to be a consent to any assignment or subletting.

                                       8
<PAGE>

                                   ARTICLE 13
                             MORTGAGE SUBORDINATION

         Upon the written request of Landlord or of any lessor under a sale and
leaseback of the land and/or building in which the Premises are situated or of
any mortgagee or beneficiary of Landlord, Tenant will from time to time in
writing subordinate its rights hereunder to the interest of any such lessor, as
well as to the lien of any mortgage or deed of trust now or hereafter in force
against the land and building of which the Premises are a part or against any
buildings hereafter placed upon the land of which the Premises are a part, and
to all advances made or hereafter to be made upon the security thereof. Such
written subordination shall be executed and delivered to Landlord within ten
(10) days from Tenant's receipt of a request for the same. If Tenant fails to
execute and deliver such statement to Landlord within said ten-day period,
Landlord may, as attorney-in-fact of Tenant, coupled with an interest, execute
such statement for, and on behalf, and in the name of Tenant. If requested by
Landlord in writing, Tenant shall give similar certificates from time to time
during the term of this Lease in the manner hereinabove provided.

         Tenant agrees to give any mortgagees and/or trust deed holders, 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 address of
such mortgagees and/or trust deed holders. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in
this Lease, then the mortgagees and/or trust deed holders 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 such thirty (30) days, any mortgagee and/or trust deed holders 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.

         Landlord agrees to obtain from its lender, if any, a non-disturbance
agreement in form acceptable to Landlord and the lender, providing that as long
as Tenant performs its obligations hereunder, no foreclosure, deed in lieu of
foreclosure or trustee's sale shall affect Tenants rights.

         Notwithstanding anything to the contrary expressed in this Lease,
Tenant agrees to amend or modify this Lease in any particulars as may be
reasonably required by any mortgagee or beneficiary of Landlord so long as any
such amendments or modifications do not materially alter the substantive rights
of Tenant herein and so long as Landlord has agreed to the same.

                                   ARTICLE 14
                                 EMINENT DOMAIN

         In the event the entire Premises shall be appropriated or taken under
the power of eminent domain this Lease shall terminate and expire as of the date
of such taking.

         In the event more than twenty-five percent (25%) of the square footage
of the Premises is taken under the power of eminent domain, or if by reason of
any appropriation or taking,

                                       9
<PAGE>

regardless of the amount so taken, the remainder of the Premises is not one
undivided parcel of property, either Landlord or Tenant shall have the right to
terminate this Lease as of the date Tenant is required to vacate a portion of
the Premises upon giving notice in writing of such election within thirty (30)
days after receipt by Tenant from Landlord of written notice that said Premises
have been so appropriated or taken.

         If neither Landlord or Tenant elects to so terminate this Lease, Tenant
shall remain in that portion of the Premises which shall not have been
appropriated or taken as herein provided, or in the event less than twenty-five
percent (25%) of the square footage of the Premises shall be appropriated under
the power of eminent domain by any public or quasi-public authority, and the
remainder thereof is an undivided parcel of property, then in either such event
Landlord agrees, at Landlord's cost and expense, as soon as reasonably possible
to restore the Premises on the land remaining to a complete unit of like quality
and character as existed prior to such taking; and thereafter the Minimum Rent
shall be reduced on an equitable basis, taking into account the relative value
of the portion taken as compared to the portion remaining.

         All awards for the taking of any part of the Premises shall be the
property of Landlord, whether made as compensation for diminution of value of
the leasehold estate, for the taking of the fee, or as severance damages,
provided that Tenant shall be entitled to any award for loss or damage to
Tenant's fixtures or removable personal property if the same is sought by Tenant
and is awarded separately.

         For the purposes of this Article 14, a voluntary sale or conveyance in
lieu of condemnation shall be deemed an appropriation or taking under the power
of eminent domain.

                                   ARTICLE 15
                         DESTRUCTION OF LEASED PREMISES

         If the Premises be destroyed or damaged by fire or other perils to such
an extent that they cannot be repaired and restored within one hundred twenty
(120) days, Landlord shall have the option to terminate this Lease; otherwise
Landlord shall forthwith and with due diligence, repair and restore said
building and Premises to substantially their condition immediately prior to such
damage or destruction. Tenant's Minimum Rent and other charges during the period
of such repair and restoration shall not abate and Tenant shall promptly pay all
amounts coming due hereunder.

         If the damage or destruction referred to in the preceding paragraph
amounts to at least 25% of the Premises and occurs during the last year of the
term of this Lease, then Landlord and Tenant shall each have the option, at the
election of either of them, to terminate this Lease effective as of the date of
such damage or destruction, and any unearned rents paid in advance shall be
refunded. If this Lease shall not be terminated as provided in this paragraph,
the Premises shall be repaired and restored as hereinabove provided.

         In the event Landlord is either obligated or elects to repair and
restore the building and Premises, Landlord shall have the immediate right to
enter the Premises for such purpose.

                                       10
<PAGE>

                                   ARTICLE 16
                             BANKRUPTCY - INSOLVENCY

         Tenant agrees that in the event all or substantially all Tenant's
assets be placed in the hands of a receiver or trustee, and such receivership
continues for a period of thirty (30) days, or should Tenant make an assignment
for the benefit of creditors or be finally adjudicated a bankrupt, or should
Tenant institute any proceedings under the Bankruptcy Act as the same now exists
or under any amendment thereof which may hereafter be enacted, or under any
other act relating to the subject of bankruptcy, wherein Tenant seeks to be
adjudicated a bankrupt or to be discharged of its debts or to effect a plan of
liquidation, composition of reorganization, or should any voluntary proceedings
be filed against Tenant under any such bankruptcy laws and such proceeding not
be removed within ninety (90) days thereafter, then this Lease or any interest
in and to the Premises shall not become an asset in any of such proceedings and,
in any such events and in addition to any and all rights or remedies of Landlord
hereunder or by law provided, it shall be lawful for Landlord to declare the
term hereof ended and to re-enter the Premises and take possession thereof and
remove all persons therefrom, and Tenant shall have no further claim thereon or
hereunder. The provisions of this Article 16 shall also apply to any Guarantor
of this Lease. In no event shall this Lease or any interest of the Tenant
therein be assigned or transferred by operation of law without the express
written consent of Landlord.

                                   ARTICLE 17
                            DEFAULT RE-ENTRY REMEDIES

         In the event of any breach of any of the terms of this Lease by Tenant,
then Landlord, besides other rights and remedies it may have under the laws in
force, shall have the immediate right of re-entry and may move all persons and
property from the Premises. Such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant. Should
Landlord elect to re-enter or should it take possession pursuant to legal
proceedings it may either terminate this Lease or it may, without terminating
this Lease, re-let said Premises or any part thereof for such term or terms and
at such rental 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 re-letting shall be
applied: first, to the payment of any indebtedness, other than rent due
hereunder; second, to the payment of rent due and unpaid hereunder; third, to
the payment of any cost of such re-letting; fourth, to the payment of the cost
of any alterations and repairs to the Premises; and the residue, if any, shall
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 re-letting
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 monthly. Tenant
shall also pay as soon as ascertained the cost and expense incurred by Landlord
in such re-letting or in making such alterations and repairs. No such re-entry
or taking possession of said Premises shall be construed as an election on its
part to terminate this Lease unless a written notice of such intention be given
to Tenant. Notwithstanding any such re-letting without termination, Landlord may
at any time thereafter elect to terminate this Lease in addition to any other
remedy it may have, it may recover from Tenant all damages it may incur by
reason of such breach, including the cost of recovering the Premises and
including the worth at the time of such termination of the excess, if any, of
the amount or rent and charges equivalent to rent reserved in this Lease for the
remainder

                                       11
<PAGE>

of the stated term over the then reasonable rental value of the Premises for the
remainder of the stated term.

         For the purposes of this Article 17, the rental agreed to be paid by
tenant or the amount of rental payable by Tenant shall be deemed to be the
Minimum Rental and all other sums required to be paid by Tenant pursuant to the
terms of this Lease. All such sums, other than the Minimum Rental, shall be
computed on the basis of the average monthly amount thereof, accruing during the
preceding term of the lease.

         In the event of default, all Tenant's fixtures, furniture, equipment,
improvements, additions, alterations, and other personal property shall remain
on the Premises and in that event, and continuing during the length of said
default, Landlord shall have the right to take the exclusive possession of same
and to use same, rent or charge free, until all defaults are cured or, at its
option, at any time during the term of this Lease, to require Tenant to
forthwith remove same.

         The waiver by Landlord of any breach of any term herein contained shall
not be deemed to be a waiver of such term or any subsequent breach of the same
or any other term herein contained. The subsequent acceptance of rent by
Landlord shall not be deemed to be a waiver of any preceding breach of Tenant of
any term of this Lease, other than the failure of Tenant to pay the particular
rental so accepted, regardless of Landlord's knowledge of such preceding breach
at the time of acceptance of such rent. No term of this Lease shall be deemed to
have been waived by Landlord unless such waivers shall be in writing.

                                   ARTICLE 18
                              SURRENDER OF PREMISES

         Tenant shall, upon expiration or termination of the term hereby
created, surrender the Premises in good condition and repair, reasonable wear
and tear excepted. Tenant shall promptly surrender all keys for the Premises at
the place then fixed for payment of rent and shall inform Landlord of
combinations on any locks and safes on the Premises. At the expiration or
earlier termination of this Lease, Tenant shall execute, acknowledge and deliver
to Landlord, within five days after written demand from Landlord to Tenant, any
quit-claim deed or other document required by a reputable title company to
remove the cloud of this Lease from the real property upon which the Premises
are situated.

                                   ARTICLE 19
                                  FOLDING OVER

         If Tenant shall hold over after the term of this Lease, Tenant shall
become a tenant on a month-to-month basis upon all the terms, covenants and
conditions herein specified, but exclusive of any renewal options.

                                   ARTICLE 20
                         FIXTURES AND PERSONAL PROPERTY

         Any trade fixture, signs and other personal property of Tenant not
permanently affixed to the Premises shall remain the property of Tenant, and
Landlord agrees that Tenant shall have the

                                       12
<PAGE>

right, provided Tenant be not in default under the terms of this Lease, at any
time, and from time to time, to remove any and all of its trade fixtures, signs
and other personal property which it may have stored or installed in the
Premises. Tenant at its expense shall immediately repair any damage occasioned
to the Premises by reason of the removal of any such trade fixtures, signs and
other personal property, and upon expiration or earlier termination of this
Lease, shall leave the Premises in a neat and clean condition, free of debris.
All other improvements to the Premises by Tenant, including but not limited to
floor coverings, carpeting, and partitions, shall become the property of
Landlord upon expiration or earlier termination of this Lease.

                                   ARTICLE 21
                                  REIMBURSEMENT

         All covenants and terms herein contained to be performed by Tenant
shall be performed by it at its expense, and if Landlord shall pay any sum of
money or do any act which required the payment of money by reason of the failure
of Tenant to perform such covenant or term, the sum or sums of money so paid
shall be considered as additional rental and shall be payable by Tenant on the
first of the month next succeeding such payment, together with interest at the
maximum contractual rate permitted by law.

                                   ARTICLE 22
                              CONSENTS BY LANDLORD

         Whenever under this Lease provision is made for Tenant to secure the
written consent or approval by Landlord, such consent or approval shall be in
writing and shall not be unreasonably withheld.

                                   ARTICLE 23
                                     NOTICES

         Any notice required or permitted under this Lease shall be deemed
sufficiently given or served when sent by certified mail to Tenant at the
address of the leased Premises as set forth in Paragraph D of the Basic Lease
Provisions, and to Landlord at the address then fixed for payment of rent, and
either party may by like written notice at any time designate a different
address to which notices shall subsequently be sent.

                                   ARTICLE 24
                    LITIGATION, COURT COSTS, ATTORNEY'S FEES

         In the event at any time either Landlord or Tenant shall institute any
action or proceeding against the other relating to the provisions of this Lease,
or any default hereunder, then and in that event, the prevailing party in such
action or proceeding shall be entitled to recover from the other party its
reasonable costs, expenses and attorneys' fees, which shall be deemed to have
accrued on the commencement of such action or proceeding and shall be
enforceable whether or not such action is prosecuted to judgment. In addition,
Landlord shall be entitled to all attorney's fees and all other costs incurred
in the preparation and service of any notice or demand hereunder, whether or not
a legal action is subsequently commenced. The parties waive trial by jury in any
action, proceeding or counterclaim brought by either of them against the other
on any matters whatsoever arising under this Lease. This Lease shall be
construed in accordance with

                                       13
<PAGE>

the laws of the State of Arizona and the proper venue for any legal action shall
be Maricopa County, Arizona.

                                   ARTICLE 25
                   SALE OF PREMISES BY LANDLORD OR RE-LEASING

         In the event of any sale or exchange of the Premises by Landlord and
assignment by Landlord of this Lease, Landlord shall be and is hereby entirely
relieved of all liability under all of its covenants and obligations contained
in or derived from this Lease arising out of any act, occurrence or omission
relating to the Premises or this Lease occurring after the consummation of such
sale or exchange and assignment. Landlord and its authorized agents and
representatives shall be entitled to enter the Premises at all reasonable times
for the purpose of exhibiting the same to prospective purchasers and, during the
final six (6) months of the term and any extension or renewal of the term
hereof, Landlord shall be entitled to exhibit the Premises for hire and/or for
sale and to display thereon in such manner as will not unreasonably interfere
with Tenant's business the usual "For Sale" or "For Lease" signs, and such signs
shall remain unmolested on the Premises.

                                   ARTICLE 26
                                SECURITY DEPOSIT

         Tenant will, on or before __________________, 1994, deposit with
Landlord the sum, if any, set forth in Paragraph I of the Basic Lease Provisions
as "Security Deposit." Said deposit shall be held by Landlord without liability
for interest as security for the faithful performance by Tenant of all the terms
of this Lease. Landlord shall have the right to commingle said security deposit
with its other funds.

         If any of the rent or any other sum payable by Tenant should be overdue
and unpaid or if Landlord should make payments on behalf of Tenant, or if Tenant
should fail to perform any of the terms of this Lease, then Landlord may, at its
option and without prejudice to any other remedy appropriate and apply said
deposit or so much thereof as may be necessary to compensate Landlord toward the
payment of rent or Additional Charges or loss or damage sustained by Landlord
due to such breach on the part of Tenant; and Tenant shall upon demand restore
said security to the original sum deposited. Should Tenant comply with all of
the terms of this Lease, said deposit or any balance thereof shall be returned
to Tenant or, at the option of Landlord, to the last assignee of Tenant's
interest in this Lease at the expiration of the lease term.

                                   ARTICLE 27
                        NO PERSONAL LIABILITY TO LANDLORD

         Tenant shall look solely to Landlord's interest in the Premises for the
satisfaction of any judgment or decree requiring the payment of money by
Landlord based upon any default under this Lease, and no other property or
assets of Landlord shall be subject to levy, execution or other enforcement
procedures or satisfaction of any such judgment or decree.

                                       14
<PAGE>

                                   ARTICLE 28
                               GRANT OF EASEMENTS

         Tenant hereby consents to any and all conveyances or grants of
easements upon the Premises which Landlord reasonably determines to be necessary
in order to adequately provide utilities to, or ingress and egress from, the
Premises.

                                   ARTICLE 29
                               PARTIAL INVALIDITY

         If any provision of this Lease is determined to be void by any court of
competent jurisdiction, such determination shall not attest any other provision
of this Lease and such other provision shall remain in full force and effect. If
any provision of this Lease is capable of two constructions, one of which would
render the provision void and one of which would render the provision valid, the
provision shall be interpreted in the manner which would render it valid.

                                   ARTICLE 30
                              ESTOPPEL CERTIFICATE

         Tenant shall, within five (5) days of Landlord's written request,
execute and deliver to Landlord a written declaration that this Lease is in full
force and effect, that there are no incurred defaults in Landlord's performance,
that this Lease has not been assigned, modified, supplemented or amended (except
by such writings as shall be stated); that all conditions under this Lease to be
performed by Landlord have been satisfied; that there are no defenses or offsets
against the enforcement of this Lease by the Landlord, or stating those claimed
by Tenant; the amount of advance rental, if any, (or none if such is the case)
paid by Tenant the date to which rental has been paid; and the amount of
security deposited with Landlord. Such declaration shall be executed and
delivered by Tenant from time to time as may be requested by Landlord.
Landlord's mortgage lenders and/or purchasers shall be entitled to rely upon
same. Tenant's failure to deliver such declaration within the time permitted
hereby shall be conclusive upon Tenant that this Lease is in full force and
effect, except to the extent any modification has been represented by Landlord,
and that there are no incurred defaults in Landlord's performance, and that not
more than one month's rent has been paid in advance.

                                   ARTICLE 31
                               LATE PAYMENT CHARGE

         Tenant shall pay to Landlord a late payment charge in the amount of
$25.00 per day for each and every day any amount remains due and payable to
Landlord hereunder commencing on the fifth day after any such amount first
becomes due and payable; provided, however, the delay in imposition of the late
payment charge shall not be construed as extending the date on which sums become
due and payable hereunder, nor as extending the date on which a default shall be
deemed to have occurred by its failure to pay sums due to Landlord hereunder.

                                       15
<PAGE>

                                   ARTICLE 32
                                  BROKER'S FEE

         Tenant represents and warrants to Landlord that there is no agent,
broker, finder, or other party with whom Tenant has dealt who are or may be
entitled to any commission or fee with respect to this Lease or the Premises.

                                   ARTICLE 33
                            ENVIRONMENTAL COMPLIANCE.

         Tenant covenants and agrees not to use, generate, manage, treat,
manufacture, store or dispose of on, under or about the Premises or transport to
or from the Premises any Hazardous Materials (other than De Minimis Amounts).
For the purpose of this Lease, "Hazardous Materials" shall include but not be
limited to any and all chemicals, materials or substances defined as "hazardous
substances," "hazardous materials," "hazardous wastes" or "toxic substances" in
the laws of any governmental authority having jurisdiction over the Premises
(and any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any such governmental authority) or any rules or
regulations adopted and guidelines promulgated pursuant to any of the foregoing
laws, as all such laws, rules or regulations may be amended or replaced from
time to time (collectively "Hazardous Materials Laws"). The term "De Minimis
Amounts" shall mean, with respect to any given level of Hazardous Materials,
that such level or quantity of Hazardous materials in any form or combination of
forms (i) does not constitute a violation of any Hazardous Materials Laws and
(ii) is customarily employed in, or associated with, similar projects in the
county where the Premises are located. Tenant further covenants and agrees to
pay all costs and expenses associated with all enforcement, removal, remedial or
other governmental or regulatory actions, agreements or orders threatened,
instituted or completed pursuant to any Hazardous Materials Laws, and all
audits, tests, investigations, "cleanup," reports and other such items incurred
in connection with any efforts to complete, satisfy or resolve ay matters,
issues or concerns, whether governmental or otherwise, arising out of the use,
generation, management, treatment, manufacturing, storage, disposal or
transportation of Hazardous Materials in any amount by Tenant, its employees,
agents, invitees, subtenants, licensees, assignees or contractors.

                                   ARTICLE 34
                                  MISCELLANEOUS

         A.       Time is of the essence of this Lease and the terms and
conditions hereof shall extend to and be binding upon the heirs, executors,
successors and assigns of the parties hereto, and any mention of the singular
shall include the plural and the plural shall include the singular.

         B.       Tenant shall not record this Lease without the written consent
of Landlord.

         C.       The section headings contained in this Lease are for purposes
of reference only and shall not limit or define the meaning of any of the terms
or provisions hereof.

         D.       The word "Landlord" shall include not only the original
Landlord, but also any person or entity hereafter acquiring the Landlord's
interest in this Lease.

                                       16
<PAGE>

         E.       This Lease may be amended only by an instrument in writing
signed by both parties.

         F.       It is agreed that nothing contained in this Lease shall be
deemed or construed as creating a partnership of joint venture between Landlord
and Tenant or between Landlord and any other party, or cause Landlord to be
responsible in any way for the debts or obligations of Tenant, or any other
party.,

         IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                                    LANDLORD:

                                    2844 West Deer Valley, L.L.C.,
                                    an Arizona limited liability company

                                    By:_________________________________________

                                    Its:________________________________________

                                    TENANT:

                                    The Clinton Harley Corporation, an Arizona
                                    corporation

                                    By:
                                       _________________________________________
                                          Kenneth R. Miller
                                          Its: Vice President

                                       17