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                                                                 Exhibit 10.5.14

                                  850 E. TETON
                               INDUSTRIAL SUBLEASE






                EFFECTIVE DATE:     AUGUST  1, 1999




         PARTIES AND ADDRESSES:


                   "AUTHORITY":     TUCSON AIRPORT AUTHORITY, INC.,
                                      an Arizona nonprofit corporation
                                    7005 S. Plumer Avenue
                                    Tucson, Arizona 85706



                      "TENANT":     AAS-COMPLETE CONTROLS INC.
                                      AN ARIZONA CORPORATION
                                    MICAH CHAPMAN, PRESIDENT AND
                                    JOE CIVILETTO, CHIEF OPERATING OFFICER
                                    850 E. TETON RD. SUITE 8
                                    TUCSON, ARIZONA 85706



                      EXHIBITS:     Exhibits lettered A, B and C are annexed to
                                    this Sublease and incorporated herein by
                                    this reference.



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                                TABLE OF CONTENTS


RECITALS                                                                     5


COVENANTS AND CONDITIONS                                                     5


ARTICLE I - PREMISES                                                         5

         1.1 PREMISES                                                        5
         1.2 ACCESS                                                          5
         1.3 SECURITY                                                        5
         1.4 PARKING                                                         5

ARTICLE II - TERM                                                            6

         2.1 INITIAL TERM                                                    6
         2.2 EXTENSIONS                                                      6

ARTICLE III - RENT AND DEPOSITS                                              6

         3.1 BASE RENT                                                       6
         3.2 COMMENCEMENT OF RENTAL OBLIGATION                               7
         3.3 LATE FEES                                                       7
         3.4 SECURITY DEPOSIT                                                7

ARTICLE  IV - USE OF PREMISES                                                8

         4.1 PURPOSES                                                        8
         4.2 INDEMNITY                                                       8
         4.3 DANGEROUS CONDITIONS                                            8
         4.4 ALTERATIONS                                                     8
         4.5 UTILITIES                                                       8
         4.6 MAINTENANCE AND REPAIR                                          9

ARTICLE V - INSURANCE AND CASUALTY                                           9

         5.1 INSURANCE REQUIRED                                              9
         5.2 DEDUCTIBLE                                                     10
         5.3 MODIFICATION OF REQUIREMENTS                                   10
         5.4 CERTIFICATES                                                   10
         5.5 ADDITIONAL INSURANCE                                           11
         5.6 ADDITIONAL INSUREDS                                            11
         5.7 WAIVER OF SUBROGATION                                          11
         5.8 INSURANCE BY AUTHORITY                                         11
         5.9 CASUALTY TO PREMISES                                           11

ARTICLE VI - TAXES                                                          12

         6.1 TENANT'S RESPONSIBILITY                                        12
         6.2 PROTEST                                                        12

ARTICLE VII - RULES, REGULATIONS AND LAWS                                   12

         7.1 COMPLIANCE WITH ALL APPLICABLE LAWS                            12
         7.2 NON-DISCRIMINATION                                             12

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                  A. NON-DISCRIMINATION COVENANTS                           12
                  B. NON-COMPLIANCE                                         14
                  C. SUBLEASES                                              14
         7.3 COMPLIANCE WITH FAR PART 77                                    14
         7.4 FAR PART 107; AIRPORT ACCESS                                   14
         7.5 STATE AND FEDERAL AVIATION REGULATIONS                         14
         7.6 EXCLUSIVE RIGHTS PROHIBITED                                    14
         7.7 ENVIRONMENTAL LAWS                                             15
                  A. DEFINITIONS                                            15
                  B. COMPLIANCE                                             15
                  C. INDEMNITY                                              17
                  D. SUBTENANTS                                             17

ARTICLE VIII - SUPERIOR RIGHTS                                              18

         8.1 AGREEMENTS WITH UNITED STATES                                  18
         8.2 RIGHTS OF GOVERNMENT DURING WAR OR NATIONAL EMERGENCY          18
         8.3 RIGHTS OF AUTHORITY                                            18
         8.4 AGREEMENTS WITH CITY OF TUCSON                                 18
         8.5 ABATEMENT OF OBLIGATION TO CONSTRUCT OR REBUILD                19

ARTICLE IX - RESERVATION OF NAVIGATION EASEMENT                             19

         9.1 EASEMENT                                                       19
         9.2 STRUCTURES; ELEVATION LIMIT                                    19
         9.3 PURPOSES                                                       19

ARTICLE X - ASSIGNMENT AND SUBLEASE                                         19

         10.1 CONSENT OF AUTHORITY                                          19
         10.2 CONTINUING RESPONSIBILITY OF TENANT                           20
         10.3 SUBJECT TO THIS SUBLEASE                                      20

ARTICLE XI - DEFAULTS AND REMEDIES                                          20

         11.1 DEFAULT BY TENANT                                             20
         11.2 REMEDIES OF AUTHORITY                                         21
                  A. TERMINATION                                            21
                  B. REENTRY WITHOUT TERMINATION                            22
         11.3 REMEDIES CUMULATIVE                                           23
         11.4 NO WAIVER                                                     23
         11.5 NOTICE                                                        23
         11.6 INTEREST                                                      24

ARTICLE XII - TERMINATION BY TENANT                                         24

         12.1 TERMINATION EVENTS                                            24
         12.2 CURE                                                          24
         12.3 NO WAIVER                                                     24

ARTICLE XIII - SURRENDER OF POSSESSION, CONDITION OF PREMISES               24

         13.1 SURRENDER                                                     25
         13.2 GOOD CONDITION                                                25
         13.3 REMOVAL OF PROPERTY                                           25


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ARTICLE XIV - MISCELLANEOUS                                                 25

         14.1 NOTIFICATION OF CHANGES                                       25
         14.2 SUCCESSORS AND ASSIGNS BOUND                                  25
         14.3 ARTICLE HEADINGS                                              25
         14.4 SEVERABILITY                                                  26
         14.5 APPLICABLE LAW                                                26
         14.6 CONSTRUCTION OF SUBLEASE                                      26
         14.7 COSTS AND ATTORNEYS' FEES                                     26
                  A. AUTHORITY'S REVIEW                                     26
                  B. ENFORCEMENT OF RIGHTS                                  26
         14.8 NOTICES                                                       27
                  A. TO AUTHORITY                                           27
                  B. TO TENANT                                              27
                  C. TIMING                                                 27
                  D  CHANGE IN ADDRESS                                      27
         14.9 AUTHORITY TO EXECUTE                                          27

EXHIBIT A                                                                   29


EXHIBIT B                                                                   30


EXHIBIT C                                                                   31


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                                    RECITALS

A.       Authority has leased from the City of Tucson, a municipal corporation,
         the airport known as Tucson International Airport located in Pima
         County, State of Arizona (the "Airport").

B.       Tenant desires to sublease from Authority a portion of the Airport and
         to have certain rights, licenses, services and privileges in connection
         with the Airport.

                            COVENANTS AND CONDITIONS

                              ARTICLE I - PREMISES

1.1      PREMISES

         Authority does hereby demise and let unto Tenant, for its exclusive use
         and occupancy, and Tenant does hereby lease from Authority, the
         building located on the Airport at 7001 S. PARK AVE (the "Premises"),
         APPROXIMATELY SEVENTY FIVE THOUSAND SIX HUNDRED (75,600) SQUARE FEET,
         AS SHOWN ON EXHIBIT A, subject to all utility easements and rights of
         way that encumber the Premises and subject to the terms hereof..

1.2      ACCESS

         Tenant is granted the right of reasonable access to the Premises over
         such other portions of the Airport as is necessary to provide
         reasonable access to and from the Premises. Authority reserves the
         right to designate the location of such access and to change its
         location from time to time, as Authority deems reasonably necessary and
         appropriate.

1.3      SECURITY

         Tenant is responsible for securing Tenant's Premises, and neither the
         Authority nor its agents or employees will be responsible for any loss
         of or damage to Tenant's possessions while stored on the Premises.

1.4      PARKING

         Tenant shall be entitled to utilize the parking areas associated with
         the Premises in common with other tenants of adjacent facilities. The
         Authority reserves the right, but shall not be obligated, to assign
         specific parking spaces to tenants.

1.5      ENTRY UPON PREMISES



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         Authority may enter upon the Premises subleased exclusively to Tenant
         hereunder at any reasonable time, for any purpose necessary, incidental
         to or connected with the exercise of its governmental functions, or to
         inspect the Premises for compliance with all applicable laws and rules
         and regulations or to prevent waste, loss or destruction. Authority
         shall, in addition, have the right to enter upon the Premises and
         perform any actions necessary or appropriate in connection with any
         environmental investigation or remediation, including but not limited
         to the trenching, drilling and installation, monitoring, repair,
         replacement and operation of pipes, wells, and related equipment. The
         rent due hereunder shall equitably abate with respect any portion of
         the Premises rendered unusable as a result of the Authority's exercise
         of its rights under this Section.

                                ARTICLE II - TERM

2.1      INITIAL TERM

         The initial term of the Sublease shall be for a period of five (5)
         years beginning on the Effective Date hereof (the "Initial Term")


2.2      EXTENSIONS

         The term hereof shall be deemed to be automatically extended on each of
         the first five anniversaries of the Effective Date hereof, for an
         additional one-year period, unless the Authority, at lease ninety (90)
         days prior to such date, notifies Tenant that the Authority does not
         elect to so extend the term. The intent of this provision is to
         automatically extend the term of this Sublease each year (unless
         otherwise elected by Authority) so that a remaining term of
         approximately 5 years is maintained, for a possible maximum total term
         of (10) years.


                         ARTICLE III - RENT AND DEPOSITS

3.1      BASE RENT

         Tenant covenants and agrees to pay Authority rent from the Effective
         Date of this Sublease in an amount equal to SEVENTEEN THOUSAND THREE
         HUNDRED EIGHTY EIGHT DOLLARS AND NO CENTS ($17,388.00) per month with
         FOUR PERCENT INCREASES ANNUALLY BEGINNING WITH THE START OF YEAR THREE
         as set forth on the rent schedule attached as Exhibit C. Monthly rent
         is due and payable to Authority in advance. Rent payments shall be
         delivered to Authority's Property Manager who is currently Tucson
         Industrial Centers, Inc., located at 850 E. Teton, Suite1, Tucson, AZ
         85706, or such other person as directed by Authority in writing.



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3.2      COMMENCEMENT OF RENTAL OBLIGATION

         The first monthly payment, prorated to reflect the partial month for
         which it is paid, shall be due on the Effective Date hereof and
         subsequent installments shall be due on the first day of each
         succeeding calendar month thereafter during the term of this Sublease.

3.3      LATE FEES

         If any rent or any other sum due from the Tenant shall not be received
         within FIVE (5) DAYS after such amount shall be due, Tenant shall pay a
         late fee equal to TEN PERCENT (10%) of such overdue amount. Acceptance
         of such late fees shall in no event constitute a waiver of Tenant's
         default with respect to such overdue amount nor prevent Authority from
         exercising any of the other right and remedies granted hereunder.

3.4      SECURITY DEPOSIT

         Simultaneously with the entry into this Sublease by the parties hereto,
         the Tenant shall deposit with Authority, $17,388.00 which shall be
         retained by Authority as security for the Tenant's payment of the Rent
         and performance of all of its other obligations under the provisions of
         this Lease, and shall not be deemed to represent payment of any rent.
         On the occurrence of an Event of Default (as defined in Section 11.1
         hereinbelow), Authority shall be entitled, at its sole discretion, (a)
         to apply any or all of such sum in payment of (i) any Rent due and
         unpaid, (ii) any expense incurred by Authority in curing any such
         default, and/or (iii) any damages incurred by Authority by reason of
         such default (including, by way of example rather than by limitation,
         reasonable attorney's fees), in which event the Tenant shall,
         immediately on its receipt of a written demand there for from
         Authority, pay to Authority a sum equaling the amount so applied, so as
         to restore the security deposit to its original amount; and /or (b) at
         Authority's election, to retain any or all of such sum not otherwise
         applied pursuant to the provisions of clause (a) of this sentence in
         liquidation of any or all damages suffered by Authority by reason of
         such default. On the termination of this Sublease, any of such sum
         which is not so applied or retained shall be returned to Tenant. Such
         sum shall not bear interest while being held by Authority.





                          ARTICLE IV - USE OF PREMISES

4.1      PURPOSES

         The Premises shall not, without prior written consent of Authority, be
         used for any



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         purpose other than or in addition to that set forth on Exhibit B
         attached hereto.

4.2      INDEMNITY

         Tenant agrees to fully indemnify and save and hold harmless Authority
         and the City of Tucson from and against all claims, fines, damages,
         penalties, actions and all expenses, including reasonable attorneys'
         fees incidental to the investigation and defense thereof, related to or
         arising out of the fault or negligence of or violation of law by
         Tenant, its agents, employees or subtenants in the use, occupancy, or
         maintenance of the Premises by any of them.

4.3      DANGEROUS CONDITIONS

         Tenant agrees to exercise reasonable care when using the Premises and
         all improvements thereon to discover and promptly remedy any conditions
         that may pose an unreasonable risk of harm to members of the general
         public or that may constitute a violation of law. If an unsafe,
         defective or dangerous condition, or violation of the law is
         discovered, Tenant warrants that no one other than Tenant and Authority
         employees, agents and representatives will be admitted to the Premises
         and no property belonging to any party other than Tenant and Authority
         will be transported to, collected at or stored upon the Premises until
         the unsafe, defective or dangerous condition, or violation of law is
         corrected.

4.4      ALTERATIONS

         The Authority will complete the electrical service entrance upgrade at
         the southwest corner of the building (cost to be determined but not to
         exceed $17,388). Tenant shall not construct or substantially alter or
         modify any buildings, structures, or other improvements on the Premises
         without the Authority's prior written approval of its plans and
         specifications, which approval may not be unreasonably withheld.

4.5      UTILITIES

         A.       Tenant's Responsibilities:

                  Tenant shall pay for all utility services supplied to it or
                  its subtenants on the Airport.

         B.       Authority's Rights and Responsibilities:

                  Notwithstanding the execution of this Sublease, Authority
                  retains the right to the continued use of such utility lines
                  and services as are presently on the Premises and the right to
                  repair the same when necessary. Authority shall conduct such
                  repairs in such manner and at such times as to not
                  unreasonably interfere with Tenant's operations.


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4.6      MAINTENANCE AND REPAIR


         A.       Tenant:

                  (1)      Tenant shall, at no expense to Authority, maintain
                           the Premises in a neat, clean, safe condition and in
                           a manner that is compatible with the adjacent
                           facilities, and in compliance with all applicable
                           laws, rules, regulations and orders. Tenant shall be
                           responsible for all minor repairs and maintenance.

                  (2)      General combustible storage shall not exceed 12 feet
                           in height.

                  (3)      Aisle separation shall be between 4 feet to 8 feet
                           wide. (Width to be determined by Fire Department and
                           classification of commodities being stored).

                  (4)      Must have stable storage piles (No leaning stacks).

         B.       Authority:

                  Subject to Section 5.9 the Authority shall be responsible for
                  all structural repairs in the Premises unless necessitated by
                  any negligence or willful misconduct of Tenant or Tenant's
                  subtenants, employees, agents, invitees or guests.




                       ARTICLE V - INSURANCE AND CASUALTY

5.1      INSURANCE REQUIRED

         Tenant shall obtain and maintain in full force, with a company or
         companies authorized to transact the business of insurance in the State
         of Arizona and of sound and adequate financial responsibility, selected
         by Tenant and acceptable to Authority, comprehensive insurance policy
         (either as part of any other policy or policies carried by Tenant, or
         separately) providing for the protection of the Authority and the City
         of Tucson and officers, directors, agents and employees of either of
         them, against:

                  (1)      general liability, including all direct or contingent
                           loss or liability for damages for bodily injury,
                           personal injury, death or damage to property,
                           including loss of use thereof, occurring on or in any
                           way related to the Premises or occasioned by reason
                           of occupancy by and the operations of Tenant upon, in
                           and around the Premises, with limits of $1,000,000
                           per



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                           occurrence for personal injury or death or damage to
                           property, with coverage at least as broad as that
                           provided by INSURANCE SERVICES OFFICE COMMERCIAL
                           GENERAL LIABILITY COVERAGE form CG0001 (Occurrence
                           Form), and such policy or policies shall cover all of
                           Tenant's operations on the entire Premises, including
                           but not limited to any elevators and escalators
                           therein and any sidewalks, streets or other public
                           ways adjoining the Premises; and

                  (2)      automobile liability covering owned, non-owned,
                           leased and hired vehicles with combined single limits
                           of no less than $250,000 per occurrence.

5.2      DEDUCTIBLE

         The deductible for any policy required hereunder shall not exceed
         $1,000.

5.3      MODIFICATION OF REQUIREMENTS

         Authority may adjust or increase liability insurance amounts and
         requirements as Authority deems reasonably necessary, or as may be
         required because of changes in the insurance requirements imposed by
         Authority's insurer or by applicable law. Tenant shall comply with such
         adjustments or increases within such reasonable time period as is
         requested by Authority.

5.4      CERTIFICATES

         Upon or prior to the commencement of the term of this Sublease and at
         least annually thereafter Tenant shall furnish to Authority
         certificates of insurance showing the amount and type of the insurance
         then in effect that is required to be procured and maintained by it
         hereunder and stating the date and term of the policies evidencing such
         insurance. Tenant shall, upon request, supply Authority with certified
         copies of all applicable insurance policies, riders, endorsements and
         declaration pages. Certificates evidencing any renewal, replacement or
         extension of any or all of the insurance required hereunder, or of
         renewals, replacements or extensions of such renewals, replacements or
         extensions, shall be delivered by Tenant to Authority not less than
         thirty (30) days prior to the expiration of any policy of insurance
         renewed, replaced or extended by the insurance represented by any such
         certificate. Each policy of insurance required hereunder shall provide
         for not less than thirty (30) days notice to Authority and Tenant
         before such policy may be canceled.

5.5      ADDITIONAL INSURANCE

         The provisions of this Sublease as to insurance required to be procured
         and maintained shall not limit or prohibit, or be construed as limiting
         or prohibiting, Authority or Tenant from obtaining any other or greater
         insurance with respect to the Premises or improvements thereon or the
         use and occupancy thereof that either or both of them may



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         wish to carry, but in the event Authority or Tenant, as the case may
         be, shall procure or maintain any such insurance not required by this
         Sublease, the cost thereof shall be at the expense of the party
         procuring or maintaining the same.

5.6      ADDITIONAL INSUREDS

         All insurance required by this Article shall be procured and maintained
         in the name of Tenant and shall add Authority and the City of Tucson as
         additional insureds as their interests appear.

5.7      WAIVER OF SUBROGATION

         Each party hereto waives all claims for recovery from the other party
         for any loss or damage to any of its property on the Premises insured
         under valid and collectible insurance policies to the extent of any
         recovery collected from such policies. The parties agree that all
         material insurance policies shall be endorsed with a clause which
         waives subrogation against the other party.

5.8      INSURANCE BY AUTHORITY

         Authority may, upon written notice to Tenant, in the event that Tenant
         fails to timely provide proof of insurance as required by Section 5.4
         above, procure and maintain any or all of the insurance required of
         Tenant under this Article. In such event, all costs of such insurance
         procured and maintained by Authority on behalf of Tenant shall be the
         responsibility of Tenant and shall be fully reimbursed to Authority
         within ten (10) business days after Authority advises Tenant of the
         cost thereof.

5.9      CASUALTY TO PREMISES

         Authority may, but shall not be required to, maintain insurance against
         loss or damage to the Premises, but shall have no obligation to repair
         the Premises in the event of casualty or damage thereto. In the event
         that any such casualty renders the Premises unsafe or untenantable,
         this Sublease shall terminate unless Authority notifies Tenant, within
         45 days of the date of the casualty, that Authority intends to repair
         the Premises, in which event this Sublease shall remain in full force
         and effect, although rent shall abate while the Premises are unusable.

                               ARTICLE VI - TAXES

6.1      TENANT'S RESPONSIBILITY

         Tenant shall pay before delinquency any and all taxes levied or
         assessed against the Premises, any levied or assessed against or by
         reason of personal property located in, on or about the Premises, any
         levied or assessed because of Tenant's right to possession of the
         Premises and improvements thereon, all applicable taxes levied or
         assessed by any



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         government body as the result of Tenant's operations and all taxes
         which may be levied or assessed as the result of rentals payable under
         this Sublease. All such taxes and assessments for partial years shall
         be apportioned and adjusted on a time basis.

6.2      PROTEST

         Tenant shall have the right at its own cost and expense to contest the
         amount or validity of any such tax or assessment and to bring or defend
         any actions involving the amount or validity of any such tax or
         assessment in its own name or in the name of Authority; provided that,
         if unsuccessful, Tenant shall pay and discharge any such tax or
         assessment so contested, together with any penalties, fines, interest,
         costs and expenses, including reasonable attorneys' fees, that may
         result from any such action by Tenant.

                    ARTICLE VII - RULES, REGULATIONS AND LAWS

7.1      COMPLIANCE WITH ALL APPLICABLE LAWS

         Tenant and all persons operating under the rights granted hereby shall
         observe and obey all reasonable and lawful rules and regulations with
         respect to the use of the Airport which have been or may in the future
         be adopted by Authority and shall further abide by all applicable laws,
         statutes, ordinances, rules, orders, and regulations of all governing
         bodies which are now in effect or which may hereafter be put into
         effect.

7.2      NON-DISCRIMINATION

         A.       NON-DISCRIMINATION COVENANTS

                  (1)      The Tenant for himself, his heirs, personal
                           representatives, subtenants, successors in interest,
                           and assigns, as a part of the consideration hereof,
                           does hereby covenant and agree, as a covenant running
                           with the land, that in the event improvements are
                           constructed, maintained, or otherwise operated on the
                           Premises for a purpose for which a Department of
                           Transportation ("DOT") program or activity is
                           extended or for another purpose involving the
                           provision of similar services or benefits, Tenant
                           shall maintain and operate such improvements and
                           services in compliance with all other requirements
                           imposed pursuant to Title 49, Code of Federal
                           Regulations, DOT, Subtitle A, Office of the
                           Secretary, Part 21, Nondiscrimination in
                           Federally-Assisted Programs of the Department of
                           Transportation-Effectuation of Title VI of the Civil
                           Rights Act of 1964, and as said Regulations may be
                           amended.

                  (2)      The Tenant for himself, his personal representatives,
                           successors in interest, and assigns, as a part of the
                           consideration hereof, does hereby covenant and agree,
                           as a covenant running with the land that: (1) no
                           person on the grounds of race, color, or national
                           origin shall be excluded from participation in,
                           denied the benefits of, or be otherwise subjected to



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                           discrimination in the use of said improvements, (2)
                           that in the construction of any improvements on,
                           over, or under such land and the furnishing of
                           services thereon, no person on the grounds of race,
                           color, or national origin shall be excluded from
                           participation in, denied the benefits of, or
                           otherwise be subject to discrimination, (3) that
                           Tenant shall use the Premises in compliance with all
                           other requirements imposed by or pursuant to Title
                           49, Code of Federal Regulations, Department of
                           Transportation, Subtitle A, Office of the Secretary,
                           Part 21, Non-discrimination in Federally-Assisted
                           Programs of the Department of
                           Transportation-Effectuation of Title VI of the Civil
                           Rights Act of 1964, and as said Regulations may be
                           amended.

                  (3)      Tenant shall furnish its accommodations and/or
                           services on a fair, equal and not unjustly
                           discriminatory basis to all users thereof and it
                           shall charge fair, reasonable and not unjustly
                           discriminatory prices for each unit or service,
                           PROVIDED THAT Tenant may be allowed to make
                           reasonable and nondiscriminatory discounts, rebates
                           or other similar type of price reductions to volume
                           purchasers.

                  (4)      Tenant assures that it will undertake an affirmative
                           action program as required by 14 CFR Part 152,
                           Subpart E, to insure that no person shall on the
                           grounds of race, creed, color, national origin, or
                           sex be excluded from participating in any employment
                           activities covered in 14 CFR Part 152, Subpart E.
                           Tenant assures that it will require that its covered
                           sub organizations provide assurances from their sub
                           organizations, as required by 14 CFR Part 152,
                           Subpart E, to the same effort.



         B.       NON-COMPLIANCE

                  Non-compliance with an provision of this Section shall
                  constitute a material breach hereof and in the event of such
                  non-compliance Authority shall have the right to terminate
                  this Sublease and the estate hereby created without liability
                  therefore or at the election of Authority or the United
                  States, either or both shall have the right to judicially
                  enforce these provisions.

         C.       SUBLEASES

                  Tenant agrees that it shall insert the provisions of this
                  Section in any sublease by which Authority grants a right or
                  privilege to any person, firm or corporation to render
                  accommodations and/or services to the public on the Premises
                  herein subleased.


7.3      COMPLIANCE WITH FAR PART 77

         Tenant shall comply with the notification and review requirements
         covered in Part 77 of



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         the Federal Aviation Regulations in connection with any improvements or
         modification or alteration of improvements on the Premises.

7.4      FAR PART 107; AIRPORT ACCESS

         Tenant and all persons operating under the rights granted hereunder
         shall comply with Part 107 of the Federal Aviation Regulations with
         respect to aircraft operations and airport security at the Airport.
         Tenant shall at all times take all reasonable steps to control, police
         and regulate the use of the Premises and of the Airport premises to
         prevent unauthorized persons and the general public from obtaining
         access to the Airport. Such steps by Tenant shall include, but not be
         limited to, steps requested by Authority and those required under
         Federal Regulations. Tenant must secure the Premises so that there is
         no inadvertent or purposeful unauthorized entry in or upon the Airport
         by people, vehicles, or animals.

7.5      STATE AND FEDERAL AVIATION REGULATIONS

         Tenant will conduct its operations and activities on the Airport so as
         to conform to all applicable regulations of the Federal Aviation
         Administration and the Aeronautics Division of the Arizona Department
         of Transportation.

7.6      EXCLUSIVE RIGHTS PROHIBITED

         It is understood and agreed that nothing herein contained shall be
         construed to grant or authorize the granting of an exclusive right
         within the meaning of Section 49 U.S.C. 40103(e).



7.7      ENVIRONMENTAL LAWS

         Tenant, at its own expense, shall ensure that Tenant and Tenant's
         agents, employees, invitees, and sublessee comply with all present and
         hereafter enacted Environmental Laws, and any amendments thereto,
         affecting Tenant's operation on the Premises.

         A.       DEFINITIONS

                  (1)      "Environmental Laws" means any laws, regulations and
                           ordinances (whether enacted by the local, state,
                           federal government, or by the Authority) now in
                           effect or hereafter 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), or
                           with the generation, storage, disposal or use of
                           chemicals or substances that could be detrimental to
                           human health or the environment.

                  (2)      "Extremely Hazardous Substances" means any substance
                           or material



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<PAGE>   15

                           designated by the United States Environmental
                           Protection Agency as an "extremely hazardous
                           substance" under Section 302(a)(2) of the Superfund
                           Amendment and Reauthorization Act ("SARA") (42 U.S.C.
                           ss. 11002(a)(2)).

                  (3)      "Hazardous Material" means all substances, materials
                           and wastes that are, or that become, regulated under,
                           or that are classified as hazardous or toxic under
                           any environmental law (including, but not limited to,
                           Extremely Hazardous Substances and Toxic Chemicals).

                  (4)      "Release" means any releasing, spilling, leaking,
                           pumping, pouring, emitting, emptying, discharging,
                           injecting, escaping, leaching, disposing, or dumping.

         B.       COMPLIANCE

                  (1)      Compliance with Environmental Laws Generally. Tenant
                           shall not cause or permit any Hazardous Material to
                           be used, generated, manufactured, produced, stored,
                           brought upon, or released, on, under or about the
                           Premises, or transported to and from the Premises, by
                           Tenant, its agents, employees, contractors, invitees,
                           sublessees or any third party in violation of any
                           Environmental Law, provided that, in no circumstances
                           shall Tenant cause or permit any Extremely Hazardous
                           Substance or Toxic Chemical to be used, generated,
                           manufactured, produced, stored, brought upon, or
                           Released, on, under or about the Premises, or
                           transported to and from the Premises.

                  (2)      Cleanup. Without limiting the foregoing, if the
                           presence of any Hazardous Material on, under or about
                           the Premises caused or permitted by Tenant results in
                           any contamination of the Premises, Tenant shall
                           promptly take all actions at its sole cost and
                           expense as are necessary to return the Premises to
                           the condition existing prior to the introduction of
                           any such Hazardous Material to the Premises; provided
                           that Authority's approval of such actions shall first
                           be obtained, which approval shall not be unreasonably
                           withheld so long as such actions would not
                           potentially have any material adverse effect on the
                           Premises. In the event Tenant shall fail timely to
                           commence or cause to be commenced or fail diligently
                           to prosecute to completion such actions as are
                           necessary to return the Premises to the conditions
                           existing prior to the introduction of any Hazardous
                           Material to the Premises, Authority may, but shall
                           not be obligated to, cause such action to be
                           performed, and all costs and expenses (including,
                           without limitation, attorneys' fees) thereof or
                           incurred by Authority in connection therewith shall
                           be paid by Tenant.

                  (3)      Governmental Submittals. Tenant shall, at Tenant's
                           own cost and expense, make all submissions to,
                           provide all information to, and comply with all
                           requirements of any governmental authority having
                           jurisdiction (the "Government") under the
                           Environmental Laws. Should the



                                                                         Page 15
<PAGE>   16

                           Government determine that a site characterization,
                           site assessment and/or a cleanup plan be prepared or
                           that a cleanup should be undertaken because of any
                           release of hazardous materials at the Premises which
                           occur during the term of this Sublease, then Tenant
                           shall, at Tenant's own cost and expense, prepare and
                           submit the required plans and financial assurances,
                           and carry out the approved plans in accordance with
                           all requirements of the Government.

                  (4)      Information Sharing. Tenant shall provide to Tucson
                           Airport Authority a copy of any and all information,
                           reports, and applications submitted to the Government
                           as described in Paragraph X.6B.(4), whether such
                           submittal is routine or in response to a release or
                           threatened release of any Hazardous Material, and
                           whether the impetus for such submittal is generated
                           by Tenant, or by an inquiry or action by the
                           Government or another third party. At no cost or
                           expense to Authority, Tenant shall promptly provide
                           all information requested by Authority to determine
                           the applicability of the Environmental Laws to the
                           Premises, or to respond to any governmental
                           investigation or to respond to any claim of liability
                           by third parties which is related to environmental
                           contamination. Tenant shall immediately notify
                           Authority of any correspondence or communication from
                           any governmental entity regarding the application of
                           Environmental Laws to the Premises or Tenant's
                           operation of the Premises.

                  (5)      Change in Use of Premises. Tenant shall immediately
                           notify Authority of any changes in Tenant's operation
                           on the Premises that will change or has the potential
                           to change Tenant's or Authority's obligations or
                           liabilities under the Environmental Laws.

         C.       INDEMNITY

                  Tenant shall indemnity, defend and hold harmless Authority,
                  its successors and assigns, its employees, agents and
                  attorneys from and against any and all liability, loss,
                  damage, expense, penalties and costs (including legal and
                  investigation fees or costs) arising from or related to any
                  claim or action for injury, liability, breach or warranty or
                  representation, or damage to persons or property and any and
                  all claims or actions brought by any party or governmental
                  body, alleging or arising in connection with (i) contamination
                  of, or adverse effects on, the environment (whether known,
                  alleged, potential, or threatened), or (ii) alleged or
                  potential violation of any Environmental Law or other statute,
                  ordinance, rule, regulation, judgment or order of any
                  government or judicial entity which are brought as a result
                  (whether in part or in whole) of any activity or operation on
                  or Release from the Premises (caused by any person or entity
                  other than Authority) during the term of this Sublease or any
                  previous sublease of the Premises by Tenant or its owners or
                  related entities. This obligation includes but is not limited
                  to all costs and expenses related to investigation and/or
                  cleaning up the Premises and all land, soil, and underground
                  or surface water as required under the law.



                                                                         Page 16
<PAGE>   17

                  Tenant's obligations and liabilities under this paragraph
                  shall continue so long as Authority bears any liability or
                  responsibility under the Environmental Laws for any action
                  that occurred on the Premises during the term of the Sublease.
                  This indemnification of Authority by Tenant includes, without
                  limitation, costs incurred in connection with any
                  investigation of site conditions or any cleanup, remedial,
                  removal or restoration work required by any federal, state, or
                  local governmental agency or political subdivision because of
                  Hazardous Material located on the Premises or present in the
                  soil or ground water on, under or about the Premises. The
                  parties agree that Authority's right to enforce Tenant's
                  Promise to indemnify is not an adequate remedy at law for
                  Tenant's violation of any provision of this paragraph;
                  Authority shall have all the rights and remedies set forth in
                  this Sublease as well as all other rights and remedies
                  provided by law.

         D.       SUBTENANTS

                  Tenant shall insert the provisions of this section in any
                  lease agreement or contract by which it grants a right or
                  privilege to any person, firm or corporation under this
                  Sublease.





                         ARTICLE VIII - SUPERIOR RIGHTS


8.1      AGREEMENTS WITH UNITED STATES

         This Sublease shall be subordinate to the provisions and requirements
         of any existing or future agreement between Authority and the United
         States, relative to the development, operation or maintenance of the
         Airport.

8.2      RIGHTS OF GOVERNMENT DURING WAR OR NATIONAL EMERGENCY

         This Sublease and all the provisions hereof shall be subject to
         whatever right the United States Government now has or in the future
         may have or acquire, affecting the control, operation, regulation and
         taking over of the Airport or the exclusive or non-exclusive use of the
         Airport by the United States during the time of war or national
         emergency.

         Tenant and Authority recognize that during the time of war or national
         emergency the City of Tucson, owner of the Airport, has the right to
         enter into agreements with the United States government for military or
         naval use of part or all of the Airport. If any such agreement is
         executed by the City of Tucson, the provisions of this Sublease,
         insofar as they are inconsistent with the provisions of any agreement
         so made by the City of Tucson with the United States government, shall
         be subject to the terms of such agreement and Tenant shall have no
         claim against Authority or the City of Tucson for any loss or damage
         sustained by Tenant because of the making of such agreement by the



                                                                         Page 17
<PAGE>   18

         City of Tucson. In such event, however, the amounts, if any, payable
         from the City of Tucson or the United States for improvements placed on
         the Premises by Tenant shall be paid to Tenant if this Sublease is in
         effect at the time of such taking.

8.3      RIGHTS OF AUTHORITY

         Authority reserves the right to further develop or improve the landing
         area of the Airport as it sees fit, regardless of the desires or view
         of Tenant and without interference or hindrance. Authority reserves the
         right, but shall not be obligated to Tenant, to maintain and keep in
         repair the landing area of the Airport and all publicly-owned
         facilities of the Airport, together with the right to direct and
         control all activities of Tenant in this regard.

8.4      AGREEMENTS WITH CITY OF TUCSON

         This Sublease is subject to the existing lease between Authority and
         the City of Tucson and to the provisions of any existing or future
         agreement between the City of Tucson and Authority.

8.5      ABATEMENT OF OBLIGATION TO CONSTRUCT OR REBUILD

         Inasmuch as this Sublease contains certain provisions concerning
         repairs, replacement and rebuilding of damaged or destroyed buildings,
         construction of buildings, quiet enjoyment and other related causes
         applicable to the parties to this Sublease, and inasmuch as the
         Premises constitute a portion of a public Airport, it is agreed that
         the parties hereto shall not be required to repair, replace, rebuild or
         construct any building or portion of any building so long as the
         obligated party is prevented from so doing by action of the United
         States government or any agency or department thereof.

                 ARTICLE IX - RESERVATION OF NAVIGATION EASEMENT

9.1      EASEMENT

         There is hereby reserved to Authority for the use and benefit of
         aircraft using the Airport a right of flight for the passage of
         aircraft in the airspace above the uppermost surface of the Premises,
         together with the right to cause such noise as may be inherent in the
         operation of any aircraft now known or hereafter used for navigation of
         or flight in said airspace, or landing at, or taking off from, or
         operating on the Airport.

9.2      STRUCTURES; ELEVATION LIMIT

         Tenant, by accepting this Sublease, expressly agrees for itself, its
         successors and assigns that it will not erect nor permit the erection
         of any structure or object, nor permit the growth of any tree on the
         Premises above the mean sea level elevation of 2460 feet. In the event
         the aforesaid covenants are breached, Authority reserves the right to
         enter upon



                                                                         Page 18
<PAGE>   19

         the Premises and to remove the offending structure or object and cut
         the offending tree, all of which shall be at the expense of Tenant.

9.3      PURPOSES

         Tenant, by accepting this Sublease agrees for itself, its successors
         and assigns that it will not make use of the Premises in any manner
         which might interfere with the landing and taking off of aircraft from
         the Airport or otherwise constitute a hazard. In the event the
         aforesaid covenant is breached, Authority reserves the right to enter
         upon the Premises and cause the abatement of such interference at the
         expense of Tenant.

                       ARTICLE X - ASSIGNMENT AND SUBLEASE

10.1     CONSENT OF AUTHORITY

         Tenant shall not sublease, assign or sell this Sublease or any interest
         therein, or any portion of the Premises, without first obtaining
         written consent from Authority. For this purpose, any change in
         ownership or control of Tenant shall be considered an assignment of
         rights hereunder. Tenant shall furnish the Authority with a copy of any
         sublease or assignment entered into with respect to this Sublease or
         the Premises or any portion thereof.

10.2     CONTINUING RESPONSIBILITY OF TENANT

         If it is a complete assignment or sublease of the entire Premises it
         shall be in writing and provide that the subtenant or assignee assumes
         and agrees to perform all of the terms, covenants and agreements which
         Tenant has agreed to perform under this Sublease, and that Tenant's
         subtenant or assignee shall become jointly and severally liable with
         Tenant, or any successor in interest of Tenant, for the performance of
         the terms and covenants of this Sublease. A sublease for less than the
         entire Premises shall be in writing and shall recite that it is subject
         and subordinate to all the terms and provisions of this Sublease.
         Neither the execution of such sublease or assignment, the Authority's
         consent to the same, nor the acceptance of rent by Authority from
         Tenant's subtenant or assignee shall release or in any manner affect
         Tenant's liability to Authority hereunder.

10.3     SUBJECT TO THIS SUBLEASE

         Any sublease between Tenant and a subtenant shall be in writing and
         shall provide that said sublease is subject to all the provisions of
         this Sublease.

                       ARTICLE XI - DEFAULTS AND REMEDIES

11.1     DEFAULT BY TENANT

         Tenant shall be in default under this Sublease upon the occurrence of
         any of the



                                                                         Page 19
<PAGE>   20

         following "Events of Default":

                  A.       Tenant shall fail to pay when due any installment of
                           rent payable pursuant to this Sublease and such
                           failure shall continue unremedied for a period of ten
                           (10) days; provided that Tenant shall not be entitled
                           to the benefit of more than one (1) grace period of
                           ten (10) days under this paragraph A(1) within any
                           calendar year.

                  B        Tenant or any of Tenant's agents, employees, guests,
                           invitees, or subtenants, shall use Premises for any
                           unlawful or illegal purpose or for any purpose other
                           than those set forth on Exhibit B.

                  C.       Tenant shall fail to observe or perform any other
                           covenant, agreement or obligation hereunder and such
                           failure shall not be remedied within thirty (30) days
                           (or such additional time as is reasonably required in
                           the opinion of Authority to correct any such failure,
                           if Tenant has instituted corrective action and is
                           diligently pursuing the same) after Authority shall
                           have given Tenant written notice specifying which
                           covenant, agreement or obligation Tenant has failed
                           to observe or perform; provided that Tenant shall not
                           be entitled to the benefit of more than two (2) grace
                           periods of thirty (30) days (or more if permitted)
                           under this paragraph within any calendar year.

                  D.       There is commenced by or against Tenant any case
                           under the Bankruptcy Code (Title XI of the United
                           States Code) or any other bankruptcy, arrangement,
                           reorganization, receivership, custodianship or
                           similar proceeding under any federal, state or
                           foreign law, and with respect to any such case or
                           proceeding that is involuntary, such case or
                           proceeding is not dismissed with prejudice within
                           sixty (60) days of such filing.

                  E.       Tenant makes a general assignment for the benefit of
                           creditors or applies for, consents to, or acquiesces
                           in the appointment of a trustee, receiver, or other
                           custodian for Tenant or the property of Tenant or any
                           part thereof, or in the absence of such application,
                           consent, or acquiescence, a trustee, receiver or
                           other custodian is appointed for Tenant or the
                           property of Tenant or any part thereof, and such
                           appointment is not discharged within sixty (60) days

                  F.       Any action is commenced against Tenant to foreclose
                           any lien or mortgage or other rights of Tenant in or
                           to the Premises.

                  G.       Tenant abandons, deserts or vacates the Premises for
                           seven (7) consecutive days or more.

11.2     REMEDIES OF AUTHORITY

         If Tenant shall be in default hereunder as set forth above, the
         Authority may exercise any of the following remedies.



                                                                         Page 20
<PAGE>   21

         A.       TERMINATION

                  Authority may, at its election, give Tenant written notice of
                  its intention to terminate this Sublease on a date which shall
                  not be earlier than ten (10) days after such notice is given.
                  If all defaults have not been cured on or before the date
                  specified in the notice, Tenant's rights to possession of the
                  Premises shall cease, and with or without re-entry by
                  Authority, this Sublease and the term hereof shall terminate,
                  and Authority may then re-enter and take possession of the
                  Premises as provided below with respect to reentry without
                  termination. Any such termination must be express, and neither
                  notice to pay rent or to deliver up possession of the Premises
                  given pursuant to law, nor any proceeding instituted by
                  Authority, nor the failure by Tenant for any period of time to
                  pay any of the rent herein reserved, shall of itself operate
                  to terminate this Sublease.

                  (1)      Damages. Notwithstanding the termination of this
                           Sublease or any re-entry by Authority upon such
                           termination, Tenant shall continue to be liable for
                           and Authority shall be entitled to recover as
                           damages:

                           (a)      the sum of all rent that is due and owing as
                                    of the date of termination and all other
                                    sums then owing by Tenant hereunder;

                           (b)      all rent that would otherwise continue to
                                    accrue during the remaining term hereof or,
                                    at the election of Authority, the discounted
                                    present value of the sum of all rentals
                                    remaining to be paid for the remaining term
                                    of this Sublease, calculated by the
                                    Authority in its reasonable discretion; and

                           (c)      the reasonable costs incurred by Authority
                                    in re-letting the Premises and the
                                    reasonable costs to Authority necessary to
                                    place the Premises in condition for
                                    re-letting.

                  (2)      Credit. Any rent, income, receipts, profits or other
                           monies received or derived by Authority from any
                           re-letting or other use of the Premises after the
                           termination of this Sublease shall, so long as Tenant
                           shall continue to be liable for the payment of rent
                           hereunder, be credited against such rent as received
                           and collected.

         B.       REENTRY WITHOUT TERMINATION

                  As an alternative remedy, Authority may, without terminating
                  this Sublease, and after giving Tenant ten (10) days written
                  notice, re-enter the Premises and take possession thereof
                  pursuant to any legal proceedings or notice required by law,
                  in which event Tenant shall remain liable for the payment of
                  all rent and the performance of all conditions contained in
                  this Sublease.

                  (1)      Reentry. Upon any such re-entry of the Premises by
                           Authority, Authority may expel Tenant and those
                           claiming through or under Tenant and remove their
                           property and effects (forcibly, if necessary) without
                           being guilty in any manner of trespass and without
                           any liability therefor and without prejudice to any
                           remedies of Authority in the event of default by
                           Tenant, and without liability for any interruption of
                           the conduct of the affairs of


                                                                         Page 21
<PAGE>   22

                           Tenant or those claiming through or under Tenant
                           which may result from such entry. Tenant hereby
                           irrevocably appoints Authority as the agent and
                           attorney-in-fact of Tenant to remove all of Tenant's
                           property whatsoever situated upon the Premises and to
                           place such property in storage in any warehouse or
                           other suitable place in Tucson, Arizona, for the
                           account of and at the expense of Tenant and Tenant
                           hereby exempts and agrees to save harmless Authority
                           from any costs, loss or damage whatsoever arising or
                           occasioned by any such removal and storage of such
                           property by Authority or its duly authorized agents
                           in accordance with the provisions herein contained.

                  (2)      Reletting. After such re-entry, Authority shall use
                           reasonable diligence to re-let the Premises, or any
                           part or parts thereof, for such period or periods and
                           upon such term or terms and at such reasonable rental
                           or rentals and upon such other conditions as
                           Authority may deem advisable, with the right to make
                           alterations and repairs to the Premises. Tenant
                           hereby irrevocably appoints Authority as the agent
                           and attorney-in-fact of Tenant to enter upon and
                           re-let the Premises and to incur any necessary
                           expenses in doing so, all to be reimbursed by Tenant.
                           Tenant agrees that no acts of Authority in effecting
                           such re-letting shall constitute a termination of
                           this Sublease, irrespective of the period for which
                           such re-letting is made or the terms and conditions
                           of such re-letting or otherwise.

                  (3)      Credit. Tenant shall receive a credit against such
                           rental in the amount of the proceeds, if any, of such
                           re-letting. Tenant's obligations, in addition to
                           rent, for which it shall remain liable include, but
                           shall not be limited to, all repossession costs,
                           brokerage commissions, legal expenses, attorneys'
                           fees, expenses of employees, removal costs,
                           alteration costs and expenses of preparation for
                           re-letting, and any other amounts expended pursuant
                           to action taken under this paragraph.

11.3     REMEDIES CUMULATIVE

         All rights, options and remedies of Authority contained in this
         Sublease shall be construed and held to be cumulative, and no one of
         them shall be exclusive of the other, and Authority shall have the
         right to pursue any one or all of such remedies or any other remedy or
         relief which may be provided by law, whether or not stated in this
         Sublease (including but not limited to any right of "self help" or
         similar remedy in order to minimize any damages, expenses, penalties
         and related fees or costs).

11.4     NO WAIVER

         No waiver of any Event of Default of Tenant hereunder shall be implied
         from any acceptance by Authority of any rent or other payments due
         hereunder or any omission by Authority to take any action on account of
         such default if such default persists or is repeated, and no express
         waiver shall affect an Event of Default in a manner other than as



                                                                         Page 22
<PAGE>   23

         specified in said waiver. The consent or approval by Authority to or of
         any act by Tenant requiring Authority's consent or approval shall not
         be deemed to waive or render unnecessary Authority's consent or
         approval to or of any subsequent similar acts by Tenant.

11.5     NOTICE

         Any default notice tendered to Tenant hereunder shall be deemed to be
         sufficient if it is reasonably calculated to put Tenant on inquiry as
         to the nature and extent of such default.


11.6     INTEREST

         All amounts due the Authority hereunder shall accumulate interest at a
         rate of 12% per annum or the maximum amount allowed by law, whichever
         is less.



                       ARTICLE XII - TERMINATION BY TENANT


12.1     TERMINATION EVENTS

         Tenant may terminate this Sublease at any time upon thirty (30) days
         written notice to Authority upon or after the happening or continuation
         of any of the following events:

                  A.       The inability of Tenant to use, for a period of
                           thirty (30) consecutive days, any portion of the
                           rights, licenses, services or privileges of Tenant
                           hereunder because of any law, rule, regulation or
                           other action or failure to act on the part of any
                           United States governmental authority having
                           jurisdiction thereof.

                  B.       The default by Authority in the performance of any
                           covenant or agreement herein required to be performed
                           by Authority and the failure of Authority to remedy
                           such default for a period of thirty (30) days after
                           receipt of written request or demand from Tenant to
                           remedy the same.

                  C.       The assumption by the United States government or any
                           authorized agency thereof of the operation or control
                           of the Airport or any part thereof, in such manner as
                           to substantially restrict Tenant for a period of at
                           least thirty (30) consecutive days from conducting
                           any of its operation on the Premises.

12.2     CURE

         If any of the foregoing reasons for termination by Tenant cease to
         exist prior to a



                                                                         Page 23
<PAGE>   24

         termination, then the right to terminate for such reason shall cease.

12.3     NO WAIVER

         No waiver by Tenant of Authority's default of any of its obligations
         hereunder shall be construed to be or act as a waiver by Tenant of any
         subsequent default by Authority.

          ARTICLE XIII - SURRENDER OF POSSESSION, CONDITION OF PREMISES

13.1     SURRENDER

         Upon the expiration or earlier termination of this Sublease or any
         extensions thereof, all rights herein granted to Tenant shall cease and
         terminate and Tenant shall forthwith surrender the Premises to
         Authority.

13.2     GOOD CONDITION

         The Premises shall be returned to Authority in as good condition as at
         the time of occupancy by Tenant, except as otherwise provided in this
         Sublease, ordinary wear and tear excepted.

13.3     REMOVAL OF PROPERTY

         Tenant, and Tenant's subtenants, may remove any and all personal
         property, including portable buildings, signs, trade fixtures,
         machinery and equipment from the Premises prior to expiration of this
         Sublease; provided, however, that Tenant shall repair any damage caused
         by such removal. Title to any property remaining in the Premises after
         expiration or termination of this Sublease shall vest in Authority and
         Authority shall have the right and option to remove the same, restore
         the Premises and recover from Tenant the costs and expenses of doing
         so.


                           ARTICLE XIV - MISCELLANEOUS


14.1     NOTIFICATION OF CHANGES

         Tenant shall promptly notify Authority of any change in Tenant's name
         or address or a change in ownership.


14.2     SUCCESSORS AND ASSIGNS BOUND



                                                                         Page 24
<PAGE>   25

         All the terms, covenants and conditions of this Sublease shall extend
         to and bind the successors and assigns of the respective parties
         hereto.

14.3     ARTICLE HEADINGS

         The article headings contained herein are for convenience and reference
         and are not intended to define or limit the scope of any provisions of
         this Sublease.


14.4     SEVERABILITY

         If any term or condition of this Sublease shall be deemed to be invalid
         or unenforceable, all other terms and conditions shall remain in full
         force and effect.

14.5     APPLICABLE LAW

         The terms and conditions of this sublease shall be interpreted in
         accordance with the laws of the State of Arizona.

14.6     CONSTRUCTION OF SUBLEASE

         Authority and Tenant agree that each party and its counsel have
         reviewed and revised this Sublease and that any rule of construction to
         the effect that ambiguities are to be resolved against the drafting
         party shall not apply in the interpretation of this Sublease. No remedy
         or election given by any provisions of this Sublease shall be deemed
         exclusive unless so indicated, but each shall, whenever possible, be
         cumulative with all other remedies in law or equity. Each provision
         hereof shall be deemed both a covenant and a condition and shall run
         with the land for the duration of the leasehold term or any extensions
         thereof. Whenever the content of any provision shall require it, the
         singular number shall be held to include the plural number and vice
         versa. The form of this Sublease contemplates that Tenant will be an
         entity and not one or more natural persons. If Tenant is one or more
         natural persons, then all pronouns referring to Tenant shall be deemed
         to be appropriately changed to fit those circumstances.

14.7     COSTS AND ATTORNEYS' FEES

         A.       AUTHORITY'S REVIEW

                  Tenant shall pay the expenses (including reasonable attorneys'
                  fees and the fees of other consultants) incurred by Authority
                  in reviewing any of the documents (including subleases, plans
                  and specifications of any improvements to be constructed by
                  Tenant, and documents created pursuant to Section ) for which
                  Authority's approval is required by the terms hereof.

         B.       ENFORCEMENT OF RIGHTS

                  The non-prevailing party shall promptly pay to the prevailing
                  party, upon



                                                                         Page 25
<PAGE>   26

                  demand, all costs and other expenses paid or incurred by the
                  prevailing party (including, without limitation, reasonable
                  attorney's fees) in enforcing or exercising its rights or
                  remedies created by, connected with or provided for in this
                  Sublease, whether or not any action or proceeding is brought
                  (including, without limitation, all such costs, expenses and
                  fees incurred in connection with any bankruptcy, receivership,
                  or other court proceedings [whether at the trial or the
                  appellate level]).


14.8     NOTICES

         A.       TO AUTHORITY

                  Notices to Authority in connection with this Sublease shall be
                  sufficiently served if physically delivered or sent by
                  certified mail, postage prepaid, addressed to Authority at the
                  address shown for it above.

         B.       TO TENANT

                  Notices to Tenant in connection with this Sublease shall be
                  sufficiently served if physically delivered or sent by regular
                  mail, postage prepaid, addressed to Tenant at the address
                  shown for it above, provided that notice of utility
                  interference shall be sufficiently served if Authority gives
                  said notice to the current supervisor of Tenant's operations
                  on the Premises.

         C.       TIMING

                  Service of any notice or demand by physical delivery shall be
                  deemed complete upon the date of delivery. Service of any
                  notice or demand by certified mail shall be deemed complete at
                  the expiration of three (3) days after the date of the
                  certified mailing if mailed within the continental United
                  States.

         D        CHANGE IN ADDRESS

                  Each party may change its address to such other addresses as
                  such party may designate to the other in writing from time to
                  time.


14.9     AUTHORITY TO EXECUTE

         Each party represents and warrants to the other that it has the right
         and authority to enter into this Sublease.

         IN WITNESS WHEREOF the parties have executed this Sublease as of the
         day and year first above written.


                                          TUCSON AIRPORT AUTHORITY, INC.,
                                               an Arizona nonprofit corporation




                                                                         Page 26
<PAGE>   27

                                            By:
                                                --------------------------------

                                            Its:
                                                --------------------------------
                                                 "AUTHORITY"







                                                 AAS-COMPLETE CONTROLS, INC.
                                                    an Arizona Corporation

                                            By:
                                                --------------------------------
                                                Micah Chapman

                                            Its:
                                                --------------------------------
                                                 "TENANT"

                                            By:
                                                --------------------------------
                                                 Joe Civiletto
                                            Its:
                                                --------------------------------
                                                 "TENANT"


                                                                         Page 27
<PAGE>   28


                                    EXHIBIT A




                                                                         Page 28
<PAGE>   29

                                    EXHIBIT B


                                 USE OF PREMISES




TENANT:           AMERICAN AIRCARRIERS SUPPORT - COMPLETE CONTROLS, INC.



USE OF PREMISES:  MAINTENANCE, REPAIR AND OVERHAUL FACILITY SPECIALIZING IN
                  FLIGHT CONTROL SURFACES -STORAGE OF AIRPLANE PARTS




                                                                         Page 29

<PAGE>   30



                                    EXHIBIT C


                                  RENT SCHEDULE



                               YEAR            MONTHLY RENT
                               ----            ------------

                              YEAR 1           $17,388.00

                              YEAR 2           $17,388.00

                              YEAR 3           $18,083.52

                              YEAR 4           $18,806.86

                              YEAR 5           $19,559.14

                              YEAR 6           $20,341.51

                              YEAR 7           $21,155.17

                              YEAR 8           $22,001.39

                              YEAR 9           $22,881.44

                              YEAR 10          $23,796.70


                                                                         Page 30