<PAGE>   1
                                                                   EXHIBIT 10.23

                    MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE

                        Effective Date: January __, 2001
                 (the date set forth below Landlord's signature)

                             BASIC LEASE INFORMATION
<TABLE>
<S>                                  <C>
Landlord:                            SANTA FE BAYFRONT VENTURE,
                                     a California general partnership

Landlord's Address For               165 South Union Blvd., Suite 852
     Notice:                         Lakewood, Colorado  80278
                                     Attn:  Asset Management
                                     Telephone:  (303) 980-5700
                                     Fax:  (3033) 980-349

     With a Copy To:                 201 Mission Street
                                     San Francisco, California  94105
                                     Attn:  Asset Management & Office of General Counsel
                                     Telephone:  (415) 974-4500
                                     Fax:  (415) 974-4687

Landlord's Address                   File #1918
     For Payment of Rent:            P.O. Box 61000
                                     San Francisco, California  94161-1918

Tenant:                              VALLEY INDUSTRIES, LLC,
                                     a Delaware limited liability company

Tenant's Address                     1313 South Stockton Street
     For Notice:                     Lodi, California  95240
                                     Attn:  Thomas McMillan
                                     Telephone:  (209) 368-8881 ext. 229
                                     Fax: __________________________

Project:                             Southpark Business Center

Building:                            An office/warehouse building located on the Land and containing
                                     approximately 300,271 rentable square feet.

Premises:                            Approximately 70,644  rentable square feet as shown in Exhibit A.
                                                                                            ---------

Premises Address:                    2200 Southwest Boulevard
     Street:                         Grove City, Ohio  43123
     City and State:

Term:                                February 1, 2001 to January 31, 2006

Early Possession Period:             From the Possession Date (as defined in Section 2.2 below) to the
                                     Commencement Date.
</TABLE>



                                      (i)
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<TABLE>
<S>                                  <C>                          <C>
Commencement Date:                   February 1, 2001

Monthly Base Rent                    Months                       Monthly Base Rent:
                                     ------                               ---------

                                     Possession Date              $15,600.55* (based upon $2.65 per rentable
                                     to January 31, 2002          square foot per year)

                                     February 1, 2002             $15,894.90 (based upon $2.70 per rentable
                                     to January 31, 2003          square foot per year)

                                     February 1, 2003             $16,189.25 (based upon $2.75 per rentable
                                     to January 31, 2004          square foot per year)

                                     February 1, 2004             $16,483.60 (based upon $2.80 per rentable
                                     to January 31, 2005          square foot per year)

                                     February 1, 2005             $16,777.95 (based upon $2.85 per rentable
                                     to January 31, 2006          square foot per year)

                                     *Base Rent shall be abated pursuant to Section 20 of the Addendum to
                                     Lease.

Tenant's Share:                      23.5267%

Security Deposit:                    $15,600.55

Broker:                              Landlord's Broker:  NAI Welsh
                                     Tenant's Broker:  NAI Welsh

Lease Year:                          Shall refer to each twelve month period during the Term commencing on
                                     the Commencement Date.

Permitted Uses                       [TENANT TO PROVIDE]
                                                         -----------------------------------
                                     and no other uses shall be permitted without the prior written consent of
                                     Landlord in its sole and absolute discretion.


Guarantor(s):                        Advance Accessories System, LLC, a Delaware limited liability
                                     company
</TABLE>

ADDENDUM

EXHIBITS

A        Premises
B        Work Letter
C        Commencement Date Memorandum
D        Insurance Certificate
E        Prohibited Uses



                                      (ii)
<PAGE>   3

F        Rules and Regulations
G        Requirements for Improvements or Alterations by Tenant
H        Estoppel Certificate

         The Basic Lease Information set forth above and the Addendum and
Exhibits attached hereto are incorporated into and made a part of the following
Lease. Each reference in this Lease to any of the Basic Lease Information shall
mean the respective information above and shall be construed to incorporate all
of the terms provided under the particular Lease paragraph pertaining to such
information. In the event of any conflict between the Basic Lease Information
and the provisions of the Lease, the latter shall control.

         LANDLORD (______)      AND TENANT           (______)     AGREE.
                   initial                            initial










                                     (iii)
<PAGE>   4

                               TABLE OF CONTENTS

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<CAPTION>
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<S>                                                                                                           <C>
1.       PREMISES...............................................................................................1
         1.1      Premises......................................................................................1
         1.2      Common Area...................................................................................1
         1.3      Reserved Rights...............................................................................1

2.       TERM...................................................................................................1
         2.1      Commencement Date.............................................................................1
         2.2      Possession....................................................................................1

3.       RENT...................................................................................................2
         3.1      Rent..........................................................................................2
         3.2      Late Charge and Interest......................................................................2
         3.3      Security Deposit..............................................................................2

4.       UTILITIES..............................................................................................2

5.       TAXES..................................................................................................3
         5.1      Real Property Taxes...........................................................................3
         5.2      Definition of Real Property Taxes.............................................................3
         5.3      Personal Property Taxes.......................................................................3

6.       OPERATING EXPENSES.....................................................................................3
         6.1      Operating Expenses............................................................................3
         6.2      Definition of Operating Expenses..............................................................3

7.       ESTIMATED EXPENSES.....................................................................................4
         7.1      Payment.......................................................................................4
         7.2      Adjustment....................................................................................4

8.       INSURANCE..............................................................................................4
         8.1      Landlord......................................................................................4
         8.2      Tenant........................................................................................5
         8.3      General.......................................................................................5
         8.4      Indemnity.....................................................................................6
         8.5      Exemption of Landlord from Liability..........................................................6

9.       REPAIRS AND MAINTENANCE................................................................................7
         9.1      Tenant........................................................................................7
         9.2      Landlord......................................................................................7

10.      ALTERATIONS............................................................................................7
         10.1     Trade Fixtures; Alterations...................................................................7
         10.2     Damage; Removal...............................................................................8
         10.3     Liens.........................................................................................8
         10.4     Standard of Work..............................................................................8

11.      USE....................................................................................................8

12.      ENVIRONMENTAL MATTERS..................................................................................9
         12.1     Hazardous Materials...........................................................................9
         12.2     Indemnification...............................................................................9
</TABLE>

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<TABLE>
<CAPTION>

                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
13.      DAMAGE AND DESTRUCTION................................................................................10
         13.1     Casualty.....................................................................................10
         13.2     Tenant's Fault...............................................................................11
         13.3     Uninsured Casualty...........................................................................11
         13.4     Waiver.......................................................................................11

14.      EMINENT DOMAIN........................................................................................11
         14.1     Total Condemnation...........................................................................11
         14.2     Partial Condemnation.........................................................................11
         14.3     Award........................................................................................12
         14.4     Temporary Condemnation.......................................................................12

15.      DEFAULT...............................................................................................12
         15.1     Events of Defaults...........................................................................12
         15.2     Remedies.....................................................................................13
         15.3     Cumulative...................................................................................13

16.      ASSIGNMENT AND SUBLETTING.............................................................................14

17.      ESTOPPEL, ATTORNMENT AND SUBORDINATION................................................................14
         17.1     Estoppel.....................................................................................14
         17.2     Subordination................................................................................15
         17.3     Attornment...................................................................................15

18.      RELOCATION............................................................................................15

19.      MISCELLANEOUS.........................................................................................15
         19.1     General......................................................................................15
         19.2     Signs........................................................................................16
         19.3     Waiver.......................................................................................16
         19.4     Financial Statements.........................................................................16
         19.5     Limitation of Liability......................................................................17
         19.6     Notices......................................................................................17
         19.7     Brokerage Commission.........................................................................17
         19.8     Authorization................................................................................17
         19.9     Holding Over; Surrender......................................................................17
         19.10    Joint and Several............................................................................18
         19.11    Covenants and Conditions.....................................................................18
         19.12    Auctions.....................................................................................18
         19.13    Consents.....................................................................................18
         19.14    Force Majeure................................................................................18
         19.15    Mortgagee Protection.........................................................................18
         19.16    Guarantors...................................................................................18
         19.17    Addenda......................................................................................19
</TABLE>


                                      (ii)
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1.       PREMISES

         1.1 Premises. Landlord hereby leases to Tenant the Premises as shown on
Exhibit A attached hereto, but excluding the Common Area (defined below) and any
other portion of the Project. Tenant has determined that the Premises are
acceptable for Tenant's use and Tenant acknowledges that, except as set forth in
the Work Letter, if any, neither Landlord nor any broker or agent has made any
representations or warranties in connection with the physical condition of the
Premises or their fitness for Tenant's use upon which Tenant has relied directly
or indirectly for any purpose. By taking possession of the Premises, Tenant
accepts the Premises "AS-IS" and waives all claims of defect in the Premises,
except as set forth in the Work Letter.

         1.2 Common Area. Tenant may, subject to rules made by Landlord, use the
following areas ("Common Area") in common with Landlord and other tenants of the
Project: refuse facilities, landscaped areas, driveways necessary for access to
the Premises, parking spaces and other common facilities designated by Landlord
from time to time for the common use of all tenants of the Project.

         1.3 Reserved Rights. Landlord reserves the right to enter the Premises
for any reason upon reasonable notice to Tenant (or without notice in case of an
emergency) and/or to undertake the following all without abatement of rent or
liability to Tenant: inspect the Premises and/or the performance by Tenant of
the terms and conditions hereof; make such alterations, repairs, improvements or
additions to the Premises as required or permitted hereunder; change boundary
lines of the Common Areas; install, use, maintain, repair, alter, relocate or
replace any pipes, ducts, conduits, wires, equipment and other facilities
(including, without limitation, cabling and conduit for telecommunications
facilities of any kind) in the Common Area or the Building; install, maintain
and operate conduit cabling within the utility and/or conduit ducts and risers
within the Building, as well as grant lease, license or use rights to third
parties, to utilize the foregoing easements or licenses on the Project; grant
easements on the Project, dedicate for public use portions thereof and record
covenants, conditions and restrictions ("CC&Rs") affecting the Project and/or
amendments to existing CC&Rs which do not unreasonably interfere with Tenant's
use of the Premises or impose additional material monetary obligations on
Tenant; change the name of the Project; affix reasonable signs and displays;
and, during the last nine (9) months of the Term, place signs for the rental of,
and show the Premises to prospective tenants.

2.       TERM

         2.1 Commencement Date. The Term of the Lease shall commence on the
Commencement Date (as described in the Basic Lease Information), and the Lease
shall continue in full force and effect for the period of time specified as the
Term or until this Lease is terminated as otherwise provided herein. Landlord
shall arrange for the construction of certain Tenant Improvements (as defined in
the Work Letter) in accordance with and subject to the terms of the Work Letter.
Tenant acknowledges and agrees that the Tenant Improvements shall be constructed
after the Commencement Date but such construction shall have no effect on the
occurrence of the Possession Date or the Commencement Date or the Term of this
Lease. Tenant shall, upon demand after delivery of the Premises to Tenant,
execute and deliver to Landlord a Commencement Date Memorandum in the form
attached hereto as Exhibit C acknowledging (i) the Commencement Date, (ii) the
Free Rent Period (as defined in Section 20 of the Addendum to Lease), and (iii)
after completion of the Tenant Improvements, Tenant's acceptance of the
Premises.

         2.2 Possession. Tenant shall be entitled to possession of the Premises
as of the Effective Date of this Lease (the "Possession Date"). Tenant's
possession of the Premises during the period of time from the Possession Date to
the Commencement Date (such period of time hereinafter being referred to as the
"Early Possession Period") shall be subject to all the provisions of this Lease
and shall not advance the Commencement Date or the expiration date of the Term
of this Lease. Rent shall be paid for such period at the rate stated in the
Basic Lease Information, provided that Tenant shall be entitled to the abatement
of Base Rent during the Free Rent Period as more particularly described in
Section 20 of the Addendum to Lease. Tenant's failure to take possession of the
Premises on the Possession Date or the Commencement Date (as designated in the
Basic Lease Information) shall have no effect on the Free Rent Period or the
occurrence of the Commencement Date nor shall it extend the Term of this Lease.





<PAGE>   7

3.       RENT

         3.1 Rent. Tenant shall pay to Landlord, at Landlord's Address for
Payment of Rent designated in the Basic Lease Information, or at such other
address as Landlord may from time to time designate in writing to Tenant for the
payment of Rent, the Base Rent, without notice, demand, offset or deduction, in
advance, on the first day of each calendar month. Landlord shall have no
obligation to notify Tenant of any increase in Rent and Tenant's obligation to
pay all Rent (and any increases) when due shall not be modified or altered by
such lack of notice from Landlord. It is intended that this Lease be a "triple
net lease," and that the Rent to be paid hereunder by Tenant will be received by
Landlord without any deduction or offset whatsoever by Tenant, foreseeable or
unforeseeable. Except as expressly provided to the contrary in this Lease,
Landlord shall not be required to make any expenditure, incur any obligation, or
incur any liability of any kind whatsoever in connection with this Lease or the
ownership, construction, maintenance, operation or repair of the Premises or the
Project. Upon the execution of this Lease, Tenant shall pay to Landlord the
first month's Base Rent. If the Term commences (or ends) on a date other than
the first (or last) day of a month, Base Rent shall be prorated on the basis of
a thirty (30) day month. All sums other than Base Rent which Tenant is obligated
to pay under this Lease shall be deemed to be additional rent due hereunder
("Additional Rent"), whether or not such sums are designated Additional Rent
and, together with the Base Rent, shall be due and payable to Landlord
commencing on the Possession Date. The term "Rent" means the Base Rent and all
Additional Rent payable hereunder.

         3.2 Late Charge and Interest. The late payment of any Rent will cause
Landlord to incur additional costs, including administration and collection
costs and processing and accounting expenses and increased debt service
("Delinquency Costs"). If Landlord has not received any installment of Rent
within five (5) days after such amount is due, Tenant shall pay a late charge of
ten percent (10%) of the delinquent amount, which is agreed to represent a
reasonable estimate of the Delinquency Costs incurred by Landlord. In addition,
all such delinquent amounts shall bear interest from the date such amount was
due until paid in full at a rate per annum ("Applicable Interest Rate") equal to
the lesser of (a) the maximum interest rate permitted by law or (b) five percent
(5%) above the rate publicly announced by Bank of America, N.A. (or if Bank of
America, N.A. ceases to exist, the largest bank then headquartered in the State
of California) ("Bank") as its "Reference Rate". If the use of the announced
Reference Rate is discontinued by the Bank, then the term Reference Rate shall
mean the announced rate charged by the Bank which is, from time to time,
substituted for the Reference Rate. Landlord and Tenant recognize that the
damage which Landlord shall suffer as a result of Tenant's failure to pay such
amounts is difficult to ascertain and said late charge and interest are the best
estimate of the damage which Landlord shall suffer in the event of late payment.
If a late charge becomes payable for any three (3) installments of Rent within
any twelve (12) month period, then the Rent shall automatically become due and
payable quarterly in advance.

         3.3 Security Deposit. Upon the execution of this Lease, Tenant shall
pay to Landlord the Security Deposit. The Security Deposit shall secure the full
and faithful performance of each provision of this Lease to be performed by
Tenant. Landlord shall not be required to pay interest on the Security Deposit
or to keep the Security Deposit separate from Landlord's own funds. If Tenant
fails to perform fully and timely all or any of Tenant's covenants and
obligations hereunder, Landlord may, but without obligation, apply all or any
portion of the Security Deposit toward fulfillment of Tenant's unperformed
covenants and/or obligations. If Landlord does so apply any portion of the
Security Deposit, Tenant shall immediately pay Landlord sufficient cash to
restore the Security Deposit to the amount of the then current Base Rent per
month. Upon any increase in Base Rent, Landlord may require the Security Deposit
to be increased by the amount of the increase in Base Rent per month. After
Tenant vacates the Premises, upon the expiration or sooner termination of this
Lease, if Tenant is not then in default, Landlord shall return to Tenant any
unapplied balance of the Security Deposit. Should the Permitted Use be amended
(in Landlord's sole and absolute discretion) to accommodate a change in the
business of Tenant or to accommodate a subtenant or assignee approved by
Landlord, Landlord shall have the right to increase the Security Deposit to the
extent necessary, in Landlord's reasonable judgment, to account for any
increased risk to the Premises or increased wear and tear that the Premises may
suffer as a result thereof. If a change in control of Tenant occurs during this
Lease and following such change the financial condition of Tenant is, in
Landlord's reasonable judgment, reduced, Tenant shall deposit such additional
monies with Landlord as shall be sufficient to cause the Security Deposit to be
at a commercially reasonable level based on said change in financial condition.

4.      UTILITIES. Tenant shall pay all charges for heat, water, gas,
electricity, telephone and any other utilities used on or provided to the
Premises. Landlord shall not be liable to Tenant for interruption in or
curtailment of any




                                      -2-
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utility service, nor shall any such interruption or curtailment constitute
constructive eviction or grounds for rental abatement. In the event the Premises
is not separately metered, Tenant shall have the option, subject to Landlord's
prior written consent and the terms of this Lease, to cause the Premises to be
separately metered at Tenant's cost and expense. If Tenant does not elect to
cause the Premises to be separately metered, Tenant shall pay a reasonable
proration of utilities, as determined by Landlord.

5.       TAXES

         5.1 Real Property Taxes. Tenant shall pay to Landlord Tenant's Share of
the Real Property Taxes for each full or partial calendar year during the Lease
Term.

         5.2 Definition of Real Property Taxes. "Real Property Taxes" shall be
the sum of the following: all real property taxes, possessory-interest taxes,
business or license taxes or fees, service payments in lieu of such taxes or
fees, annual or periodic license or use fees, excises, transit and traffic
charges, housing fund assessments, open space charges, childcare fees, school,
sewer and parking fees or any other assessments, levies, fees, exactions or
charges, general and special, ordinary and extraordinary, unforeseen as well as
foreseen (including fees "in-lieu" of any such tax or assessment) which are
assessed, levied, charged, conferred or imposed by any public authority upon the
Project (or any real property comprising any portion thereof) or its operations,
together with all taxes, assessments or other fees imposed by any public
authority upon or measured by any Rent or other charges payable hereunder,
including any gross receipts tax or excise tax levied by any governmental
authority with respect to receipt of rental income, or upon, with respect to or
by reason of the development, possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof, or documentary transfer taxes upon this transaction or any
document to which Tenant is a party creating or transferring an interest in the
Premises, together with any tax imposed in substitution, partially or totally,
of any tax previously included within the aforesaid definition or any additional
tax the nature of which was previously included within the aforesaid definition,
together with any and all costs and expenses (including, without limitation,
attorneys, administrative and expert witness fees and costs) of challenging any
of the foregoing or seeking the reduction in or abatement, redemption or return
of any of the foregoing, but only to the extent of any such reduction,
abatement, redemption or return. All references to Real Property Taxes during a
particular year shall be deemed to refer to taxes accrued during such year,
including supplemental tax bills regardless of when they are actually assessed
and without regard to when such taxes are payable. The obligation of Tenant to
pay for supplemental taxes shall survive the expiration or early termination of
this Lease. In no event shall Tenant or any Tenant Party (as defined in Section
12.1) be entitled to file any property tax assessment appeal. Nothing contained
in this Lease shall require Tenant to pay any franchise, corporate, estate or
inheritance tax of Landlord, or any income, profits or revenue tax or charge
upon the net income of Landlord. Real Property Taxes for partial years, if any,
falling within the Term shall be prorated. Tenant's obligations for Real
Property Taxes for the last full and/or partial year(s) of the Term shall
survive the expiration or early termination of the Lease.

         5.3 Personal Property Taxes. Prior to delinquency, Tenant shall pay all
taxes and assessments levied upon trade fixtures, alterations, additions,
improvements, inventories and other personal property located and/or installed
on the Premises by Tenant; and Tenant shall provide Landlord copies of receipts
for payment of all such taxes and assessments. To the extent any such taxes are
not separately assessed or billed to Tenant, Tenant shall pay the amount thereof
as invoiced by Landlord.

6.       OPERATING EXPENSES

         6.1 Operating Expenses. Tenant shall pay to Landlord Tenant's Share of
the Operating Expenses for each full or partial calendar year during the Lease
Term.

         6.2 Definition of Operating Expenses. "Operating Expenses" means the
total costs and expenses incurred by Landlord in the ownership, operation,
maintenance, repair and management of the Project, the Common Area and the
Building, including, but not limited to, (a) repair, maintenance, utility costs
and landscaping of the Common Area, including, but not limited to, any and all
costs of maintenance, repair and replacement of all parking areas (including
sweeping, striping and slurry coating), common driveways, outdoor lighting,
walkways, landscaping, and other costs which are allocable to the Project or the
real property of which the Premises are a part including any costs under the
terms of any CC&Rs affecting the real property, (b) non-structural repairs to
and



                                      -3-
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maintenance of the roof (and roof membrane), skylights and exterior walls of the
Premises (including painting); (c) insurance deductibles and the costs relating
to the insurance maintained by Landlord with respect to the Project, including,
without limitation, Landlord's cost of any self insurance deductible or
retention; (d) maintenance contracts for, and the repair and replacement of, the
heating, ventilation and air-conditioning (HVAC) systems and elevators, if any,
and maintenance, repair, replacement, monitoring and operation of the fire/life
safety system; (e) trash collection; (f) capital improvements made to or capital
assets acquired for the Project after the Commencement Date that are intended to
reduce Operating Expenses or are reasonably necessary for the health and safety
of the occupants of the Project or are required under any governmental law or
regulation, which capital costs, or an allocable portion thereof, shall be
amortized over the period determined by Landlord, together with interest on the
unamortized balance at the Applicable Interest Rate; and (g) any other costs
incurred by Landlord related to the Project as a whole. Operating Expenses shall
also include an administrative fee to Landlord for accounting and project
management services relating to the Project in an amount equal to ten percent
(10%) of the sum of Operating Expenses. Operating Expenses shall also include
all costs and fees incurred by Landlord in connection with the management of
this Lease and the Premises including the cost of those services which are
customarily performed by a property management services company (in an amount
equal to three percent 3% of Rent), whether performed internally or through an
outside management company. Operating Expenses shall not include (i) replacement
of or structural repairs to the roof or the exterior walls; (ii) repairs to the
extent covered by insurance proceeds, or paid by Tenant or other third parties;
(iii) alterations solely attributable to tenants of the Project other than
Tenant; or (iv) marketing expenses.

7.       ESTIMATED EXPENSES

         7.1 Payment. "Estimated Expenses" for any particular year shall mean
Landlord's estimate of Operating Expenses and Real Property Taxes for a calendar
year. Tenant shall pay Tenant's Share of the Estimated Expenses with
installments of Base Rent in monthly installments of one-twelfth (1/12th)
thereof on the first day of each calendar month during such year. If at any time
Landlord determines that Operating Expenses and Real Property Taxes are
projected to vary from the then Estimated Expenses, Landlord may, by notice to
Tenant, revise such Estimated Expenses, and Tenant's monthly installments for
the remainder of such year shall be adjusted so that by the end of such calendar
year Tenant has paid to Landlord Tenant's Share of the revised Estimated
Expenses for such year.

         7.2 Adjustment. "Operating Expenses and Real Property Taxes Adjustment"
(or "Adjustment") shall mean the difference between Tenant's Share of Estimated
Expenses and Tenant's Share of Operating Expenses and Real Property Taxes for
any calendar year. After the end of each calendar year, Landlord shall deliver
to Tenant a statement of Tenant's Share of Operating Expenses and Real Property
Taxes for such calendar year, accompanied by a computation of the Adjustment. If
Tenant's payments are less than Tenant's Share, then Tenant shall pay the
difference within twenty (20) days after receipt of such statement. Tenant's
obligation to pay such amount shall survive the expiration or termination of
this Lease. If Tenant's payments exceed Tenant's Share, then (provided that
Tenant is not in default), Landlord shall credit such excess amount to future
installments of Tenant's Share for the next calendar year. If Tenant is in
default, Landlord may, but shall not be required to, credit such amount to Rent
arrearages. Within 30 days after Tenant's receipt of Landlord's statement,
Tenant, at Tenant's expense, may audit the tax and expense records for the
Project, the Common Area and the Building upon reasonable prior notice to
Landlord during normal business hours. If such audit is by a certified public
accountant reasonably acceptable to Landlord then (i) if such audit discloses
that Tenant has overpaid either Real Property Taxes or Operating Expenses,
Landlord will reimburse Tenant for any such excess Operating Expenses or Real
Property Taxes paid by Tenant, and (ii) if such audit discloses that such
overpayment was more than five percent, Landlord will reimburse Tenant for the
actual reasonable cost of the audit. If during any calendar year the Building is
not at least 95% occupied, Operating Expenses for such year shall be calculated
based on a 95% occupancy rate for the Building.

8.       INSURANCE

         8.1 Landlord. Landlord shall maintain insurance through individual or
blanket policies insuring the Building against fire and extended coverage
(including, if Landlord elects, "all risk" coverage, earthquake/volcanic action,
flood and/or surface water insurance) for the full replacement cost of the
Building, with deductibles and the form and endorsements of such coverage as
selected by Landlord, together with rental abatement insurance against loss of
Rent in an amount equal to the amount of Rent for a period of at least twelve
(12) months commencing on



                                      -4-
<PAGE>   10

the date of loss. Landlord may also carry such other insurance as Landlord may
deem prudent or advisable, including, without limitation, liability insurance in
such amounts and on such terms as Landlord shall determine. Tenant shall pay to
Landlord, as a portion of the Operating Expenses, the costs of the insurance
coverages described herein, including, without limitation, Landlord's cost of
any self-insurance deductible or retention.

         8.2 Tenant. Tenant shall, at Tenant's expense, obtain and keep in force
at all times the following insurance:

                  8.2.1 Commercial General Liability Insurance (Occurrence
Form). A policy of commercial general liability insurance (occurrence form)
having a combined single limit of not less than Two Million Dollars ($2,000,000)
per occurrence and Two Million Dollars ($2,000,000) aggregate per location if
Tenant has multiple locations, providing coverage for, among other things,
blanket contractual liability, premises, products/completed operations with an
"Additional Insured-Managers or Lessors of Premises Endorsement" and containing
the "Amendment of the Pollution Exclusion Endorsement" for damage caused by
heat, smoke or fumes from a hostile fire, and personal and advertising injury
coverage, with deletion of (a) the exclusion for operations within fifty (50)
feet of a railroad track (railroad protective liability), if applicable, and (b)
the exclusion for explosion, collapse or underground hazard, if applicable, and,
if necessary, Tenant shall provide for restoration of the aggregate limit, and
provided that the policy shall not contain any intra-insured exclusions as
between insured persons or organizations, but shall include coverage for
liability assumed under this Lease as an "insured contract" for the performance
of Tenant's indemnity obligations under this Lease;

                  8.2.2 Automobile Liability Insurance. Business automobile
liability insurance having a combined single limit of not less than Two Million
Dollars ($2,000,000) per occurrence and insuring Tenant against liability for
claims arising out of ownership, maintenance, or use of any owned, hired or
non-owned automobiles;

                  8.2.3 Workers' Compensation and Employer's Liability
Insurance. Workers' compensation insurance having limits not less than those
required by state statute and federal statute, if applicable, and covering all
persons employed by Tenant in the conduct of its operations on the Premises
(including the all states endorsement and, if applicable, the volunteers
endorsement), together with employer's liability insurance coverage in the
amount of at least One Million Dollars ($1,000,000); and

                  8.2.4 Property Insurance. "All risk" property insurance
including boiler and machinery comprehensive form, if applicable, covering
damage to or loss of any of Tenant's personal property, fixtures, equipment and
alterations, including electronic data processing equipment (collectively
"Tenant's Property") (and coverage for the full replacement cost thereof
including business interruption of Tenant), together with, if the property of
Tenant's invitees is to be kept in the Premises, warehouser's legal liability or
bailee customers insurance for the full replacement cost of the property
belonging to invitees and located in the Premises; and

                  8.2.5 Business Interruption. Loss of income and extra expense
insurance in amounts as will reimburse Tenant for direct or indirect loss of
earnings attributable to all peril commonly insured against by prudent lessees
in the business of Tenant or attributable to prevention of access to the
Premises as a result of such perils.

8.3      General

                  8.3.1 Insurance Companies. Insurance required to be maintained
by Tenant shall be written by companies licensed to do business in the state in
which the Premises are located and having a "General Policyholders Rating" of at
least "A - VIII" (or such higher rating as may be required by a lender having a
lien on the Premises) as set forth in the most current issue of "Best's
Insurance Guide."


                  8.3.2 Certificates of Insurance. Tenant shall deliver to
Landlord certificates of insurance for all insurance required to be maintained
by Tenant in the form of Exhibit D, attached hereto (or in a form acceptable to
Landlord in its sole discretion), no later than seven (7) days prior to the date
of possession of the Premises. Tenant shall, at least ten (10) days prior to
expiration of the policy, furnish Landlord with certificates of renewal or
"binders" thereof. Each certificate shall expressly provide that such policies
shall not be cancelable or otherwise subject to modification except after sixty
(60) days prior written notice to the parties named as additional insureds in



                                      -5-
<PAGE>   11

this Lease (except in the case of cancellation for nonpayment of premium in
which case cancellation shall not take effect until at least ten (10) days'
notice has been given to Landlord). If Tenant fails to maintain any insurance
required in this Lease, Tenant shall be liable for all losses and costs suffered
or incurred by Landlord (including litigation costs and attorneys' fees and
expenses) resulting from said failure.


                  8.3.3 Additional Insureds. Landlord, Landlord's lender, if
any, and any property management company of Landlord for the Premises shall be
named as additional insureds on a form approved by Landlord under all of the
policies required by Section 8.2.1. The policies required under Section 8.2.1
shall provide for severability of interest.

                  8.3.4 Primary Coverage. All insurance to be maintained by
Tenant shall, except for workers' compensation and employer's liability
insurance, be primary, without right of contribution from insurance of Landlord.
Any umbrella liability policy or excess liability policy (which shall be in
"following form") shall provide that if the underlying aggregate is exhausted,
the excess coverage will drop down as primary insurance. The limits of insurance
maintained by Tenant shall not limit Tenant's liability under this Lease.

                  8.3.5 Waiver of Subrogation. Tenant waives any right to
recover against Landlord for claims for damages to Tenant's Property whether or
not covered by insurance. This provision is intended to waive fully, and for the
benefit of Landlord, any rights and/or claims which might give rise to a right
of subrogation in favor of any insurance carrier. The coverage obtained by
Tenant pursuant to this Lease shall include, without limitation, a waiver of
subrogation endorsement attached to the certificate of insurance.

                  8.3.6 Notification of Incidents. Tenant shall notify Landlord
within twenty-four (24) hours after the occurrence of any accidents or incidents
in the Premises, the Building, Common Areas or the Project which could give rise
to a claim under any of the insurance policies required under this Section 8.

         8.4 Indemnity. Tenant shall indemnify, protect, defend (by counsel
acceptable to Landlord) and hold harmless Landlord and Landlord's affiliated
entities, and each of their respective members, managers, partners, directors,
officers, employees, shareholders, lenders, agents, contractors, successors and
assigns from and against any and all claims, judgments, causes of action,
damages, penalties, costs, liabilities, and expenses, including all costs,
attorneys' fees, expenses and liabilities incurred in the defense of any such
claim or any action or proceeding brought thereon, arising at any time during or
after the Term as a result (directly or indirectly) of or in connection with (i)
any default in the performance of any obligation on Tenant's part to be
performed under the terms of this Lease, or (ii) Tenant's use of the Premises,
the conduct of Tenant's business or any activity, work or things done, permitted
or suffered by Tenant or any Tenant Party in or about the Premises, the
Building, the Common Area or other portions of the Project, except for claims
caused solely by Landlord's gross negligence or willful misconduct. The
obligations of Tenant under this Section 8.4 shall survive the termination of
this Lease with respect to any claims or liability arising prior to such
termination.

         8.5 Exemption of Landlord from Liability. Tenant, as a material part of
the consideration to Landlord, hereby assumes all risk of damage to property
including, but not limited to, Tenant's fixtures, equipment, furniture and
alterations or illness or injury to persons in, upon or about the Premises, the
Building, the Common Area or other portions of the Project arising from any
cause, and Tenant hereby expressly releases Landlord and waives all claims in
respect thereof against Landlord, except only such claims are caused solely by
Landlord's gross negligence or willful misconduct. Tenant hereby agrees that
Landlord shall not be liable for injury to Tenant's business or any loss of
income therefrom or for damage to the property of Tenant, or injury to or
illness or death of Tenant or any Tenant Party or any other person in or about
the Premises, the Building, the Common Area or the Project, whether such damage,
illness or injury is caused by fire, steam, electricity, gas, water or rain, or
from the breakage, leakage or other defects of sprinklers, wires, appliances,
ventilation, plumbing, air conditioning or lighting fixtures, or from any other
cause, and whether said damage, illness or injury results from conditions
arising upon the Premises, upon other portions of the Building or from other
sources or places, and regardless of whether the cause of such damage, illness
or injury or the means of repairing the same is inaccessible to Tenant, except
only damage, illness or injury caused solely by Landlord's gross negligence or
willful misconduct. Landlord shall not be liable for any damages arising from
any act or neglect of any contractor or other tenant, if any, of the Building or
the Project or Landlord's failure to enforce the terms of any agreements with
parties other than Tenant.



                                      -6-
<PAGE>   12
9.       REPAIRS AND MAINTENANCE

         9.1 Tenant. Tenant, at Tenant's sole cost and expense, shall keep and
maintain the Premises (interior and exterior, excluding roofing and painting),
including, without limitation, loading docks, roll up doors and ramps, floors,
subfloors and floor coverings, walls and wall coverings, doors, windows, glass,
plate glass, locks, ceilings, skylights, lighting systems, interior plumbing,
electrical and mechanical systems and wiring, appliances and devices using or
containing refrigerants, fixtures and equipment in good repair and in a clean
and safe condition, and repair and/or replace any and all of the foregoing in a
clean and safe condition, in good order, condition and repair. Without limiting
the foregoing, Tenant shall, at Tenant's sole expense, immediately replace all
broken glass in the Premises with glass equal to or in excess of the
specification and quality of the original glass; and repair any area damaged by
Tenant, Tenant's agents, employees, invitees and visitors, including any damage
caused by any roof penetration, whether or not such roof penetration was
approved by Landlord. All repairs and replacements by Tenant shall be made and
performed: (a) at Tenant's cost and expense and at such time and in such manner
as Landlord may designate, (b) by contractors or mechanics approved by Landlord,
(c) so that same shall be at least equal in quality, value and utility to the
original work or installation, (d) in a manner and using equipment and materials
that will not interfere with or impair the operations, use or occupation of the
Building or any of the mechanical, electrical, plumbing or other systems in the
Building or the Project, and (e) in accordance with the Rules and Regulations
and all Applicable Laws (as defined in Section 11). In the event Tenant fails,
in the reasonable judgment of Landlord, to maintain the Premises in accordance
with the obligations under the Lease, which failure continues at the end of ten
(10) days following Tenant's receipt of written notice from Landlord stating the
nature of the failure, Landlord shall have the right to enter the Premises and
perform such maintenance, repairs or refurbishing at Tenant's sole cost and
expense (including a sum for overhead to Landlord equal to ten percent (10%) of
the costs of maintenance, repairs or refurbishing). Tenant shall maintain
written records of maintenance and repairs, as required by any Applicable Law,
and shall use certified technicians to perform such maintenance and repairs, as
so required. Tenant shall deliver full and complete copies of all service or
maintenance contracts entered into by Tenant for the Premises to Landlord within
one hundred twenty (120) days after the Commencement Date.

         9.2 Landlord. Landlord shall, subject to the following limitations,
repair damage to structural portions of the roof, foundation and load-bearing
portions of walls (excluding wall coverings, painting, glass and doors) of the
Building; provided, if such damage is caused by an act or omission of Tenant, or
any Tenant Party, then such repairs shall be at Tenant's sole expense. Landlord
shall not be required to make any repair resulting from (i) any alteration or
modification to the Building or to mechanical equipment within the Building
performed by, for or because of Tenant or to special equipment or systems
installed by, for or because of Tenant, (ii) the installation, use or operation
of Tenant's property, fixtures and equipment, (iii) the moving of Tenant's
property in or out of the Building or in and about the Premises, (iv) Tenant's
use or occupancy of the Premises in violation of Section 11 of this Lease or in
the manner not contemplated by the parties at the time of the execution of this
Lease, (v) the acts or omissions of Tenant or any Tenant Party, (vi) fire and
other casualty, except as provided by Section 13 of this Lease or (vii)
condemnation, except as provided in Section 14 of this Lease. Landlord shall
have no obligation to make repairs under this Section 9.2 until a reasonable
time after receipt of written notice from Tenant of the need for such repairs.
There shall be no abatement of Rent during the performance of such work.
Landlord shall not be liable to Tenant for injury or damage that may result from
any defect in the construction or condition of the Premises, nor for any damage
that may result from interruption of Tenant's use of the Premises during any
repairs by Landlord. Tenant waives any right to repair the Premises, the
Building and/or the Common Area at the expense of Landlord under any Applicable
Laws.

10.      ALTERATIONS

         10.1 Trade Fixtures; Alterations. Tenant may install necessary trade
fixtures, equipment and furniture in the Premises, provided that such items are
installed and are removable without structural or material damage to the
Premises, the Building, the Common Area or the Project. Tenant shall not
construct, nor allow to be constructed, any alterations or physical additions
in, about or to the Premises without obtaining the prior written consent of
Landlord, which consent shall be conditioned upon Tenant's compliance with the
provisions of Exhibit G and any other applicable requirements of Landlord
regarding construction of improvements and alterations. Tenant shall submit
plans and specifications to Landlord with Tenant's request for approval and
shall reimburse Landlord for all costs which Landlord may incur in connection
with granting approval to Tenant for any such alterations and additions,
including any costs or expenses which Landlord may incur in electing to have
outside architects and





                                      -7-
<PAGE>   13

engineers review said matters. If Landlord does not respond to a written request
from Tenant within ten (10) business days, then Landlord shall be deemed to
disapprove such request. In the event Tenant makes any alterations to the
Premises that trigger or give rise to a requirement that the Building or the
Premises come into compliance with any governmental laws, ordinances, statutes,
orders and/or regulations (such as ADA requirements), Tenant shall be fully
responsible for complying, at its sole cost and expense, with same. Tenant shall
file a notice of completion after completion of such work and provide Landlord
with a copy thereof. Tenant shall provide Landlord with a set of "as-built"
drawings for any such work.

         10.2 Damage; Removal. Tenant shall repair all damage to the Premises,
the Building, the Common Area or the Project caused by the installation or
removal of Tenant's fixtures, equipment, furniture or alterations. Upon the
termination of this Lease, Tenant shall remove any or all trade fixtures,
alterations, additions, improvements and partitions made or installed by Tenant
and restore the Premises to its condition existing prior to the construction of
any such items; provided, however, Landlord has the absolute right to require
Tenant to have all or any portion of such items designated by Landlord to remain
on the Premises, in which event they shall be and become the property of
Landlord upon the termination of this Lease. All such removals and restoration
shall be accomplished in a good and workmanlike manner and so as not to cause
any damage to the Premises, the Building, the Common Area or the Project
whatsoever.

         10.3 Liens. Tenant shall promptly pay and discharge all claims for
labor performed, supplies furnished and services rendered at the request of
Tenant and shall keep the Premises free of all mechanics' and materialmen's
liens in connection therewith. Tenant shall (i) provide at least ten (10) days
prior written notice to Landlord before any labor is performed, supplies
furnished or services rendered on or at the Premises and (ii) file a notice of
commencement (the form of which must be pre-approved by Landlord) in accordance
with Section 1311.04 of the Ohio Revised Code before any labor is performed,
supplies furnished or services rendered on or at the Premises. If any lien is
filed, Tenant shall cause such lien to be released and removed within ten (10)
days after the date of filing, and if Tenant fails to do so, Landlord may take
such action as may be necessary to remove such lien and Tenant shall pay
Landlord such amounts expended by Landlord together with interest thereon at the
Applicable Interest Rate from the date of expenditure.

         10.4 Standard of Work. All work to be performed by or for Tenant
pursuant hereto shall be performed diligently and in a first class, workmanlike
manner, and in compliance with all Applicable Laws, and/or Tenant and Landlord's
insurance carriers. Landlord shall have the right, but not the obligation, to
inspect periodically the work on the Premises and Landlord may require changes
in the method or quality of the work.

11.      USE. The Premises shall be used only for the Permitted Uses set forth
in the Basic Lease Information and for no other uses. Tenant's use of the
Premises shall be in compliance with and subject to all applicable laws,
statutes, codes, ordinances, orders, rules, regulations, conditions of approval
and requirements of all federal, state, county, municipal and governmental
authorities and all administrative or judicial orders or decrees and all
permits, licenses, approvals and other entitlements issued by governmental
entities, and rules of common law, relating to or affecting the Project, the
Premises or the Building or the use or operation thereof, whether now existing
or hereafter enacted, including, without limitation, the Americans with
Disabilities Act of 1990, 42 USC 12111 et seq. (the "ADA") as the same may be
amended from time to time, all Environmental Laws (as defined in Section 12.1),
and any CC&Rs or any supplement thereto recorded in any official or public
records with respect to the Project or any portion thereof ("Applicable Laws").
Tenant shall be responsible for obtaining any permit, business license, or other
permits or licenses required by any governmental agency permitting Tenant's use
or occupancy of the Premises. In no event shall the Premises be used for any of
the Prohibited Uses set forth on Exhibit E attached hereto. Tenant shall comply
with the rules and regulations attached hereto as Exhibit F, together with such
additional rules and regulations as Landlord may from time to time prescribe.
Tenant shall not commit waste, overload the floors or structure of the Building,
subject the Premises, the Building, the Common Area or the Project to any use
which would damage the same or increase the risk of loss or violate any
insurance coverage, permit any unreasonable odors, smoke, dust, gas, substances,
noise or vibrations to emanate from the Premises, take any action which would
constitute a nuisance or would disturb, obstruct or endanger any other tenants,
take any action which would abrogate any warranties, or use or allow the
Premises to be used for any unlawful purpose. Tenant shall have the right in
common with other tenants of Landlord to use the parking facilities of the
Project. Tenant agrees not to overburden the parking facilities and agrees to
cooperate with Landlord and other tenants in the use of parking facilities.
Landlord shall not be responsible for non-compliance by any other tenant or
occupant of the Project with, or


                                      -8-
<PAGE>   14

Landlord's failure to enforce, any of the rules or regulations or CC&Rs or any
other terms or provisions of such tenant's or occupant's lease. Tenant shall
promptly comply with the reasonable requirements of any board of fire insurance
underwriters or other similar body now or hereafter constituted. Tenant shall
not do any act which shall in any way encumber the title of Landlord in and to
the Premises, the Building or the Project.

12.      ENVIRONMENTAL MATTERS

         12.1 Hazardous Materials. Tenant shall not cause nor permit, nor allow
any of Tenant's employees, agents, customers, visitors, invitees, licensees,
contractors, assignees or subtenants (individually, a "Tenant Party" and
collectively, "Tenant's Parties") to cause or permit, any Hazardous Materials to
be brought upon, stored, manufactured, generated, blended, handled, recycled,
treated, disposed or used on, under or about the Premises, the Building, the
Common Area or the Project, except for routine office and janitorial supplies in
usual and customary quantities stored, used and disposed of in accordance with
all applicable Environmental Laws. As used herein, "Hazardous Materials" means
any chemical, substance, material, controlled substance, object, condition,
waste, living organism or combination thereof, whether solid, semi-solid, liquid
or gaseous, which is or may be hazardous to human health or safety or to the
environment due to its radioactivity, ignitability, corrosivity, reactivity,
explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity,
infectiousness or other harmful or potentially harmful properties or effects,
including, without limitation, tobacco smoke, petroleum and petroleum products,
asbestos, radon, polychlorinated biphenyls (PCBs), refrigerants (including those
substances defined in the Environmental Protection Agency's "Refrigerant
Recycling Rule," as amended from time to time) and all of those chemicals,
substances, materials, controlled substances, objects, conditions, wastes,
living organisms or combinations thereof which are now or become in the future
listed, defined or regulated in any manner by any Environmental Law based upon,
directly or indirectly, such properties or effects. As used herein,
"Environmental Laws" means any and all federal, state or local environmental,
health and/or safety-related laws, regulations, standards, decisions of courts,
ordinances, rules, codes, orders, decrees, directives, guidelines, permits or
permit conditions, currently existing and as amended, enacted, issued or adopted
in the future which are or become applicable to Tenant, the Premises, the
Building, the Common Area or the Project. Tenant and Tenant's Parties shall
comply with all Environmental Laws and promptly notify Landlord in writing of
the violation of any Environmental Law or presence of any Hazardous Materials,
other than office and janitorial supplies as permitted above, or the spill
and/or release of any Hazardous Materials in, on, under or about the Premises or
the improvements or the soil or groundwater thereunder. Landlord shall have the
right to enter upon and inspect the Premises and to conduct tests, monitoring
and investigations. If such tests indicate the presence of any environmental
condition caused or exacerbated by Tenant or any Tenant Party or arising during
Tenant's or any Tenant Party's occupancy, Tenant shall reimburse Landlord for
the cost of conducting such tests. The phrase "environmental condition" shall
mean any adverse condition relating to any Hazardous Materials or the
environment, including surface water, groundwater, drinking water supply, land,
surface or subsurface strata or the ambient air and includes air, land and water
pollutants, noise, vibration, light and odors. In the event of any such
environmental condition, Tenant shall promptly take any and all steps necessary
to rectify the same to the satisfaction of the applicable agencies and Landlord,
or shall, at Landlord's election, reimburse Landlord, upon demand, for the cost
to Landlord of performing rectifying work. The reimbursement shall be paid to
Landlord in advance of Landlord's performing such work, based upon Landlord's
reasonable estimate of the cost thereof; and upon completion of such work by
Landlord, Tenant shall pay to Landlord any shortfall promptly after receipt of
Landlord's bills therefor or Landlord shall promptly refund to Tenant any excess
deposit, as the case may be.

         12.2 Indemnification. Tenant shall indemnify, protect, defend (by
counsel acceptable to Landlord) and hold harmless Landlord and Landlord's
affiliated entities, and each of their respective members, managers, partners,
directors, officers, employees, shareholders, lenders, agents, contractors,
successors and assigns (individually and collectively, "Indemnitees") from and
against any and all claims, judgments, causes of action, damages, penalties,
fines, taxes, costs, liabilities, losses and expenses arising at any time during
or after the Term as a result (directly or indirectly) of or in connection with
(a) Tenant and/or any Tenant Party's breach of this Section 12, or (b) the
presence, spill or release of Hazardous Materials on, under or about the
Premises or other property as a result (directly or indirectly) of Tenant's
and/or any Tenant Party's activities, including, without limitation, those
involving any Hazardous Materials, or failure to act with respect thereto, in
connection with the Premises. This indemnity shall include, without limitation,
the cost of any required or necessary repair, cleanup or detoxification, and the
preparation and implementation of any closure, monitoring or other required
plans, whether such action is required or necessary prior to or following the
termination of this Lease. Neither the written consent by Landlord to the




                                      -9-
<PAGE>   15

presence of Hazardous Materials on, under or about the Premises, nor the strict
compliance by Tenant with all Environmental Laws, shall excuse Tenant from
Tenant's obligation of indemnification pursuant hereto. Tenant's obligations
pursuant to the foregoing indemnity shall survive the expiration or termination
of this Lease.

13.      DAMAGE AND DESTRUCTION

         13.1 Casualty. If the Premises or Building should be damaged or
destroyed by fire or other casualty, Tenant shall give immediate written notice
to Landlord. Within thirty (30) days after receipt from Tenant of such written
notice, Landlord shall notify Tenant whether the necessary repairs can
reasonably be made: (a) within ninety (90) days; (b) in more than ninety (90)
days but in less than one hundred eighty (180) days; or (c) in more than one
hundred eighty (180) days, in each case after the date of the issuance of
permits for the necessary repair or reconstruction of the portion of the
Building or Premises which was damaged or destroyed.

                  13.1.1 Less Than 90 Days. If the Premises or Building should
be damaged only to such extent that rebuilding or repairs can reasonably be
completed within ninety (90) days after the issuance of permits for the
necessary repair or reconstruction of the portion of the Building or Premises
which was damaged or destroyed, this Lease shall not terminate and, provided
that insurance proceeds are available to fully repair the damage, Landlord shall
repair the Premises, except that Landlord shall not be required to rebuild,
repair or replace Tenant's Property which may have been placed in, on or about
the Premises by or for the benefit of Tenant. If Tenant is required to vacate
all or a portion of the Premises during Landlord's repair thereof, the Base Rent
payable hereunder shall be abated proportionately on the basis of the size of
the area of the Premises that is damaged (i.e., the number of square feet of
floor area of the Premises that is damaged compared to the total square footage
of the floor area of the Premises) from the date Tenant vacates all or a portion
of the Premises that was damaged only to the extent rental abatement insurance
proceeds are received by Landlord and only during the period the Premises are
unfit for occupancy.

                  13.1.2 Greater Than 90 Days. If the Premises or Building
should be damaged only to such extent that rebuilding or repairs can reasonably
be completed in more than ninety (90) days but in less than one hundred eighty
(180) days after the issuance of permits for the necessary repair or
reconstruction of the portion of the Building or Premises which was damaged or
destroyed, then Landlord shall have the option of: (a) terminating the Lease
effective upon the occurrence of such damage, in which event the Base Rent shall
be abated from the date Tenant vacates the Premises; or (b) electing to repair
the Premises, provided insurance proceeds are available to fully repair the
damage (except that Landlord shall not be required to rebuild, repair or replace
Tenant's Property which may have been placed in, on or about the Premises by or
for the benefit of Tenant). If Tenant is required to vacate all or a portion of
the Premises during Landlord's repair thereof, the Base Rent payable hereunder
shall be abated proportionately on the basis of the size of the area of the
Premises that is damaged (i.e., the number of square feet of floor area of the
Premises that is damaged compared to the total square footage of the floor area
of the Premises) from the date Tenant vacates all or a portion of the Premises
that was damaged only to the extent rental abatement insurance proceeds are
received by Landlord and only during the period the Premises are unfit for
occupancy. In the event that Landlord should fail to substantially complete such
repairs within one hundred eighty (180) days after the issuance of permits for
the necessary repair or reconstruction of the portion of the Building or
Premises which was damaged or destroyed, (such period to be extended for delays
caused by Tenant or because of any items of Force Majeure, as hereinafter
defined) and Tenant has not re-occupied the Premises, Tenant shall have the
right, as Tenant's exclusive remedy, within ten (10) days after the expiration
of such one hundred eighty (180) day period, and provided that such repairs have
not been substantially completed within such ten (10) day period, to terminate
this Lease by delivering written notice to Landlord as Tenant's exclusive
remedy, whereupon all rights hereunder shall cease and terminate thirty (30)
days after Landlord's receipt of such notice.


                  13.1.3 Greater Than 180 Days. If the Premises or Building
should be so damaged that rebuilding or repairs cannot be completed within one
hundred eighty (180) days after the issuance of permits for the necessary repair
or reconstruction of the portion of the Building or Premises which was damaged
or destroyed, either Landlord or Tenant may terminate this Lease by giving
written notice within ten (10) days after notice from Landlord specifying such
time period of repair; and this Lease shall terminate and the Rent shall be
abated from the date Tenant vacates the Premises. In the event that neither
party elects to terminate this Lease, Landlord shall promptly commence and
diligently prosecute to completion the repairs to the Building or Premises,
provided insurance proceeds are available to repair the damage (except that
Landlord shall not be required to rebuild, repair or




                                      -10-
<PAGE>   16

replace Tenant's Property which may have been placed in, on or about the
Premises by or for the benefit of Tenant). If Tenant is required to vacate all
or a portion of the Premises during Landlord's repair thereof, the Base Rent
payable hereunder shall be abated proportionately on the basis of the size of
the area of the Premises that is damaged (i.e., the number of square feet of
floor area of the Premises that is damaged compared to the total square footage
of the floor area of the Premises), from the date Tenant vacates all or a
portion of the Premises that was damaged only to the extent rental abatement
insurance proceeds are received by Landlord and only during the period that the
Premises are unfit for occupancy.

                  13.1.4 Casualty During the Last Year of the Lease Term.
Notwithstanding any other provisions hereof, if the Premises or the Building
shall be damaged within the last year of the Lease Term, and if the cost to
repair or reconstruct the portion of the Building or the Premises which was
damaged or destroyed shall exceed $10,000, then, irrespective of the time
necessary to complete such repair or reconstruction, Landlord shall have the
right, in its sole discretion, to terminate the Lease effective upon the
occurrence of such damage, in which event the Rent shall be abated from the date
Tenant vacates the Premises. The foregoing right shall be in addition to any
other right and option of Landlord under this Section 13.

         13.2 Tenant's Fault. If the Premises or any portion of the Building is
damaged resulting from the negligence or breach of this Lease by Tenant or any
of Tenant's Parties, Rent shall not be reduced during the repair of such damage
and Tenant shall be liable to Landlord for the cost of the repair caused thereby
to the extent such cost is not covered by insurance proceeds received by
Landlord.

         13.3 Uninsured Casualty. Tenant shall be responsible for and shall pay
to Landlord Tenant's Share of any deductible or retention amount payable under
the property insurance for the Building. In the event that the Premises or any
portion of the Building is damaged to the extent Tenant is unable to use the
Premises and such damage is not covered by insurance proceeds received by
Landlord or in the event that the holder of any indebtedness secured by the
Premises requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right at Landlord's option either (i) to repair
such damage as soon as reasonably possible at Landlord's expense, or (ii) to
give written notice to Tenant within thirty (30) days after the date of the
occurrence of such damage of Landlord's intention to terminate this Lease as of
the date of the occurrence of such damage. In the event Landlord elects to
terminate this Lease, Tenant shall have the right within ten (10) days after
receipt of such notice to give written notice to Landlord of Tenant's commitment
to pay the cost of repair of such damage, in which event this Lease shall
continue in full force and effect, and Landlord shall make such repairs as soon
as reasonably possible subject to the following conditions: Tenant shall deposit
with Landlord Landlord's estimated cost of such repairs not later than ten (10)
days prior to Landlord's commencement of the repair work. If the cost of such
repairs exceeds the amount deposited, Tenant shall reimburse Landlord for such
excess cost within fifteen (15) days after receipt of an invoice from Landlord.
Any amount deposited by Tenant in excess of the cost of such repairs shall be
refunded within thirty (30) days of Landlord's final payment to Landlord's
contractor. If Tenant does not give such notice within the ten (10) day period,
or fails to make such deposit as required, this Lease shall terminate
automatically as of the date of the occurrence of the damage.

         13.4 Waiver. With respect to any damage or destruction which Landlord
is obligated to repair or may elect to repair, Tenant waives all rights to
terminate this Lease pursuant to rights otherwise presently or hereafter
accorded by law.

14.      EMINENT DOMAIN

         14.1 Total Condemnation. If all of the Premises is condemned by eminent
domain, inversely condemned or sold under threat of condemnation for any public
or quasi-public use or purpose ("Condemned"), this Lease shall terminate as of
the earlier of the date the condemning authority takes title to or possession of
the Premises, and Rent shall be adjusted to the date of termination.

         14.2 Partial Condemnation. If any portion of the Premises or the
Building is Condemned and such partial condemnation materially impairs Tenant's
ability to use the Premises for Tenant's business as reasonably determined by
Landlord, Landlord shall have the option of either (i) relocating Tenant to
comparable space within the Project or (ii) terminating this Lease as of the
earlier of the date title vests in the condemning authority or as of the date an
order of immediate possession is issued and Rent shall be adjusted to the date
of termination. If such



                                      -11-
<PAGE>   17

partial condemnation does not materially impair Tenant's ability to use the
Premises for the business of Tenant, Landlord shall promptly restore the
Premises to the extent of any condemnation proceeds recovered by Landlord,
excluding the portion thereof lost in such condemnation, and this Lease shall
continue in full force and effect except that after the date of such title
vesting or order of immediate possession Rent shall be adjusted as reasonably
determined by Landlord.

         14.3 Award. If the Premises are wholly or partially Condemned, Landlord
shall be entitled to the entire award paid for such condemnation, and Tenant
waives any claim to any part of the award from Landlord or the condemning
authority; provided, however, Tenant shall have the right to recover from the
condemning authority such compensation as may be separately awarded to Tenant in
connection with costs in removing Tenant's merchandise, furniture, fixtures,
leasehold improvements and equipment to a new location. No condemnation of any
kind shall be construed to constitute an actual or constructive eviction of
Tenant or a breach of any express or implied covenant of quiet enjoyment.

         14.4 Temporary Condemnation. In the event of a temporary condemnation
not extending beyond the Term, this Lease shall remain in effect, Tenant shall
continue to pay Rent and Tenant shall receive any award made for such
condemnation except damages to any of Landlord's property. If a temporary
condemnation is for a period which extends beyond the Term, this Lease shall
terminate as of the date of initial occupancy by the condemning authority and
any such award shall be distributed in accordance with the preceding section. If
a temporary condemnation remains in effect at the expiration or earlier
termination of this Lease, Tenant shall pay Landlord the reasonable cost of
performing any obligations required of Tenant with respect to the surrender of
the Premises.

15.      DEFAULT

         15.1 Events of Defaults. The occurrence of any of the following events
shall, at Landlord's option, constitute an "Event of Default":

                  15.1.1 Vacation or abandonment of the Premises for a period of
thirty (30) consecutive days;

                  15.1.2 Failure to pay Rent on the date when due and the
failure continuing for a period of five (5) days after such payment is due;

                  15.1.3 Failure to perform Tenant's covenants and obligations
hereunder (except default in the payment of Rent) where such failure continues
for a period of thirty (30) days after written notice from Landlord; provided,
however, if the nature of the default is such that more than thirty (30) days
are reasonably required for its cure, Tenant shall not be deemed to be in
default if Tenant commences the cure within ten (10) days after written notice
from Landlord and diligently and continuously prosecutes such cure to
completion;

                  15.1.4 The making of a general assignment by Tenant for the
benefit of creditors; the filing of a voluntary petition by Tenant or the filing
of an involuntary petition by any of Tenant's creditors seeking the
rehabilitation, liquidation or reorganization of Tenant under any law relating
to bankruptcy, insolvency or other relief of debtors and, in the case of an
involuntary action, the failure to remove or discharge the same within sixty
(60) days of such filing; the appointment of a receiver or other custodian to
take possession of substantially all of Tenant's assets or this leasehold;
Tenant's insolvency or inability to pay Tenant's debts or failure generally to
pay Tenant's debts when due; any court entering a decree or order directing the
winding up or liquidation of Tenant or of substantially all of Tenant's assets;
Tenant taking any action toward the dissolution or winding up of Tenant's
affairs; the cessation or suspension of Tenant's use of the Premises; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets or this leasehold;

                  15.1.5 The making of any material misrepresentation or
omission by Tenant or any successor in interest of Tenant in any materials
delivered by or on behalf of Tenant to Landlord or Landlord's lender pursuant to
this Lease; or

                  15.1.6 The occurrence of an Event of Default set forth in
Section 15.1.4 or 15.1.5 with respect to any guarantor of this Lease, if
applicable.




                                      -12-
<PAGE>   18

         15.2 Remedies

                  15.2.1 Termination. In the event of the occurrence of any
Event of Default, Landlord shall have the right to give a written termination
notice to Tenant and, on the date specified in such notice, this Lease shall
terminate.

                           15.2.1.1 Repossession. Following termination, without
prejudice to other remedies Landlord may have, Landlord may (i) peaceably
re-enter the Premises upon voluntary surrender by Tenant or remove Tenant
therefrom and any other persons occupying the Premises, using such legal
proceedings as may be available; (ii) repossess the Premises or relet the
Premises or any part thereof for such term (which may be for a term extending
beyond the Term), at such rental and upon such other terms and conditions as
Landlord in Landlord's sole discretion shall determine, with the right to make
reasonable alterations and repairs to the Premises; and (iii) remove all
personal property therefrom.

                           15.2.1.2 Unpaid Rent. Landlord shall have all the
rights and remedies of a landlord provided by Applicable Law, including the
right to recover from Tenant: (a) the worth, at the time of award, of the unpaid
Rent that had been earned at the time of termination, (b) the worth, at the time
of award, of the amount by which the unpaid Rent that would have been earned
after the date of termination until the time of award exceeds the amount of loss
of rent that Tenant proves could have been reasonably avoided, (c) the worth, at
the time of award, of the amount by which the unpaid Rent for the balance of the
Term after the time of award exceeds the amount of the loss of rent that Tenant
proves could have been reasonably avoided, and (d) any other amount, and court
costs, necessary to compensate Landlord for all detriment proximately caused by
Tenant's default. The phrase "worth, at the time of award," as used in (a) and
(b) above, shall be computed at the Applicable Interest Rate, and as used in (c)
above, shall be computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).

                  15.2.2 Continuation. Even though an Event of Default may have
occurred, this Lease shall continue in effect for so long as Landlord does not
terminate Tenant's right to possession; and Landlord may enforce all of
Landlord's rights and remedies under this Lease, including the right to recover
all rent as it becomes due under this Lease. Landlord, without terminating this
Lease, may, during the period Tenant is in default, enter the Premises and relet
the same, or any portion thereof, to third parties for Tenant's account and
Tenant shall be liable to Landlord for all costs Landlord incurs in reletting
the Premises, including, without limitation, brokers' commissions, expenses of
remodeling the Premises and like costs. Reletting may be for a period shorter or
longer than the remaining Term. Tenant shall continue to pay the Rent on the
date the same is due. No act by Landlord hereunder, including acts of
maintenance, preservation or efforts to lease the Premises or the appointment of
a receiver upon application of Landlord to protect Landlord's interest under
this Lease, shall terminate this Lease unless Landlord notifies Tenant that
Landlord elects to terminate this Lease. In the event that Landlord elects to
relet the Premises, the rent that Landlord receives from reletting shall be
applied to the payment of, first, any indebtedness from Tenant to Landlord other
than Base Rent and Tenant's Share of Operating Expenses and Real Property Taxes;
second, all costs, including maintenance, incurred by Landlord in reletting;
and, third, Base Rent and Tenant's Share of Operating Expenses and Real Property
Taxes under this Lease. After deducting the payments referred to above, any sum
remaining from the rental Landlord receives from reletting shall be held by
Landlord and applied in payment of future Rent as Rent becomes due under this
Lease. In no event, and notwithstanding anything in Section 16 to the contrary,
shall Tenant be entitled to any excess rent received by Landlord. If, on the
date Rent is due under this Lease, the rent received from the reletting is less
than the Rent due on that date, Tenant shall pay to Landlord, in addition to the
remaining Rent due, all costs, including maintenance, which Landlord incurred in
reletting the Premises that remain after applying the rent received from
reletting as provided hereinabove. So long as this Lease is not terminated,
Landlord shall have the right to remedy any default of Tenant, to maintain or
improve the Premises, to cause a receiver to be appointed to administer the
Premises and new or existing subleases and to add to the Rent payable hereunder
all of Landlord's reasonable costs in so doing, with interest at the Applicable
Interest Rate from the date of such expenditure. Landlord shall have no duty to
relet the Premises so long as it has other unleased space available in the
Project.

         15.3 Cumulative. Each right and remedy of Landlord provided for herein
or now or hereafter existing at law, in equity, by statute or otherwise shall be
cumulative and shall not preclude Landlord from exercising any other rights or
remedies provided for in this Lease or now or hereafter existing at law or in
equity, by statute or



                                      -13-
<PAGE>   19

otherwise. No payment by Tenant of a lesser amount than the Rent nor any
endorsement on any check or letter accompanying any check or payment as Rent
shall be deemed an accord and satisfaction of full payment of Rent; and Landlord
may accept such payment without prejudice to Landlord's right to recover the
balance of such Rent or to pursue other remedies.

16.      ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet or
otherwise transfer, whether voluntarily or involuntarily or by operation of law,
the Premises or any part thereof without Landlord's prior written approval,
which shall not be unreasonably withheld; provided, however, Tenant agrees it
shall be reasonable for Landlord to disapprove of a requested sublease or
assignment, if the proposed subtenant or assignee does not have a tangible net
worth (as determined in accordance with generally accepted accounting principles
consistently applied) equal to or greater than that of Tenant as of the date of
the Lease as shown in the financial information provided to Landlord, or if the
proposed subtenant or assignee is currently a tenant in any other space leased
by Landlord or if such proposed subtenant or assignee is in the process of
negotiation with Landlord to lease other space owned or managed by Landlord. The
merger of Tenant with any other entity or the transfer of any controlling or
managing ownership or beneficial interest in Tenant, or the assignment of a
substantial portion of the assets of Tenant, whether or not located at the
Premises, shall constitute an assignment hereunder. If Tenant desires to assign
this Lease or sublet any or all of the Premises, Tenant shall give Landlord
written notice thereof with copies of all related documents and agreements
associated with the assignment or sublease, including without limitation, the
financial statements of any proposed assignee or subtenant, forty-five (45) days
prior to the anticipated effective date of the assignment or sublease. Tenant
shall pay Landlord's reasonable attorneys' fees incurred in the review of such
documentation plus an administrative fee of Five Hundred Dollars ($500.00) for
each proposed transfer. Landlord shall have a period of thirty (30) days
following receipt of such notice and all related documents and agreements to
notify Tenant in writing of Landlord's approval or disapproval of the proposed
assignment or sublease. If Landlord fails to notify Tenant in writing of such
election, Landlord shall be deemed to have disapproved such assignment or
subletting. This Lease may not be assigned by operation of law. If the proposed
assignment or sublease is for substantially the remainder of the Term, Landlord
may terminate the Lease (or in the case of a partial sublease, terminate the
Lease with respect to the portion of the Premises proposed to be subject to the
sublease) by giving written notice to Tenant within such thirty (30) day period.
Any purported assignment or subletting contrary to the provisions hereof shall
be void and shall constitute an Event of Default hereunder. If Tenant receives
rent or other consideration for any such transfer in excess of the Rent, or in
case of the sublease of a portion of the Premises, in excess of such Rent that
is fairly allocable to such portion, after appropriate adjustments to assure
that all other payments required hereunder are appropriately taken into account,
Tenant shall pay Landlord one hundred percent (100%) of the difference between
each such payment of rent or other consideration and the Rent required
hereunder. Landlord may, without waiving any rights or remedies, collect rent
from the assignee, subtenant or occupant and apply the net amount collected to
the Rent herein reserved and apportion any excess rent so collected in
accordance with the terms of the preceding sentence. Such acceptance of Rent
shall in no event be deemed to imply that Landlord is approving a subtenant or
assignee which Landlord has not approved in writing pursuant to the requirements
of this Section 16. Tenant shall continue to be liable as a principal and not as
a guarantor or surety to the same extent as though no assignment or subletting
had been made. Landlord may consent to subsequent assignments or subletting of
this Lease or amendments or modifications to the Lease by assignees of Tenant
without notifying Tenant or any successor of Tenant and without obtaining their
consent. No permitted transfer shall be effective until there has been delivered
to Landlord a counterpart of the transfer instrument in which the transferee
agrees to be and remain jointly and severally liable with Tenant for the payment
of Rent pertaining to the Premises and for the performance of all the terms and
provisions of this Lease relating thereto arising on or after the date of the
transfer.

17.      ESTOPPEL, ATTORNMENT AND SUBORDINATION

         17.1     Estoppel. Within ten (10) days after written request by
Landlord, Tenant shall deliver an estoppel certificate duly executed (and
acknowledged if required by any lender), in the form attached hereto as Exhibit
H, or in such other form as may be acceptable to the lender, which form may
include some or all of the provisions contained in Exhibit H, to any proposed
mortgagee, purchaser or Landlord. Tenant's failure to deliver said statement in
such time period shall be an Event of Default hereunder and shall be conclusive
upon Tenant that (a) this Lease is in full force and effect, without
modification except as may be represented by Landlord; (b) there are no uncured
defaults in Landlord's performance and Tenant has no right of offset,
counterclaim or deduction against Rent hereunder; and (c) no more than one
month's Base Rent has been paid in advance. If any financier should require


                                      -14-
<PAGE>   20

that this Lease be amended (other than in the description of the Premises, the
Term, the Permitted Use, the Rent or as will substantially, materially or
adversely affect the rights of Tenant), Landlord shall give written notice
thereof to Tenant, which notice shall be accompanied by a Lease supplement
embodying such amendments. Tenant shall, within ten (10) days after the receipt
of Landlord's notice, execute and deliver to Landlord the tendered Lease
supplement. If Tenant fails to deliver to Landlord the tendered Lease supplement
within ten (10) days after receipt of Landlord's notice, Tenant shall be deemed
to have given Landlord a power of attorney to execute such supplement on behalf
of Tenant.

         17.2 Subordination. This Lease shall be subject and subordinate to all
ground leases, master leases and the lien of all mortgages and deeds of trust
which now or hereafter affect the Premises or the Project or Landlord's interest
therein, and all amendments thereto, all without the necessity of Tenant's
executing further instruments to effect such subordination. If requested, Tenant
shall execute and deliver to Landlord within ten (10) days after Landlord's
request whatever documentation that may reasonably be required to further effect
the provisions of this paragraph including a Subordination, Nondisturbance and
Attornment Agreement in the form required by the applicable lender, ground
Lessor and/or master lessor.

         17.3 Attornment. Tenant hereby agrees that Tenant will recognize as its
landlord under this Lease and shall attorn to any person succeeding to the
interest of Landlord in respect of the land and the buildings governed by this
Lease upon any foreclosure of any mortgage upon such land or buildings or upon
the execution of any deed in lieu of foreclosure in respect to such deed of
trust. If requested, Tenant shall execute and deliver an instrument or
instruments confirming its attornment as provided for herein; provided, however,
that no such beneficiary or successor-in-interest shall be bound by any payment
of Base Rent for more than one (1) month in advance, or any amendment or
modification of this Lease made without the express written consent of such
beneficiary where such consent is required under applicable loan documents.

18.      RELOCATION.  Notwithstanding anything to the contrary contained in this
Lease, Landlord shall have the right to require Tenant, upon at least ninety
(90) days' prior written notice, to move from the Premises to other space of
comparable size in the Building or Project for any business reason, including,
without limitation, additions to or refurbishment of the Building, or expansion
of other tenants in the Building. In the event of any such relocation, Landlord
shall pay all expenses of preparing and decorating the new space so that it will
be substantially similar to the Premises, as well as the reasonable cost of
moving Tenant's furniture and equipment to the new space. In such event, this
Lease and every term, covenant and condition hereof shall remain in full force
and effect and thereupon be deemed applicable to the new space, except that a
revised Exhibit A reflecting the location of the new premises shall be
substituted in place of Exhibit A hereto and shall become a part of this Lease.
Base Rent and Tenant's Share of Operating Expenses and Real Property Taxes shall
be adjusted as necessary to reflect any increase or decrease in the aggregate
number of rentable square feet contained in the new premises, and Tenant shall,
upon request, promptly execute a document confirming such adjustments.

19.      MISCELLANEOUS

         19.1 General

                  19.1.1 Entire Agreement. This Lease sets forth all the
agreements between Landlord and Tenant concerning the Premises; and there are no
agreements either oral or written other than as set forth herein.

                  19.1.2 Time of Essence. Time is of the essence of this Lease.

                  19.1.3 Attorneys' Fees. In any action or proceeding which
either party brings against the other to enforce its rights hereunder, the
nonprevailing party shall pay all costs incurred by the prevailing party,
including reasonable attorneys' fees, which amounts shall be a part of the
judgment in said action or proceeding.

                  19.1.4 Severability. If any provision of this Lease or the
application of any such provision shall be held by a court of competent
jurisdiction to be invalid, void or unenforceable to any extent, the remaining
provisions of this Lease and the application thereof shall remain in full force
and effect and shall not be affected, impaired or invalidated.




                                      -15-
<PAGE>   21

                  19.1.5 Law. This Lease shall be construed and enforced in
accordance with the laws of the state in which the Premises are located.

                  19.1.6 No Option. Submission of this Lease to Tenant for
examination or negotiation does not constitute an option to lease, offer to
lease or a reservation of, or option for, the Premises; and this document shall
become effective and binding only upon the execution and delivery hereof by
Landlord and Tenant.

                  19.1.7 Successors and Assigns. This Lease shall be binding
upon and inure to the benefit of the successors and assigns of Landlord and,
subject to compliance with the terms of Section 16, Tenant.

                  19.1.8 Third Party Beneficiaries. Nothing herein is intended
to create any third party benefit.

                  19.1.9 Memorandum of Lease. Tenant shall not record this Lease
or a short form memorandum hereof without Landlord's prior written consent which
Landlord may withhold in its sole discretion.

                  19.1.10 Agency, Partnership or Joint Venture. Nothing
contained herein nor any acts of the parties hereto shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture by the parties hereto
or any relationship other than the relationship of landlord and tenant.

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

                  19.1.12 Headings. Section headings have been inserted solely
as a matter of convenience and are not intended to define or limit the scope of
any of the provisions contained therein.

                  19.1.13 Security Measures. Tenant hereby acknowledges that
Landlord shall have no obligation to provide a guard service or other security
measures whatsoever. Tenant assumes all responsibility for the protection of the
Premises, Tenant, its agents and invitees and their property from the acts of
third parties.

         19.2 Signs. All signs and graphics of every kind visible in or from
public view or corridors, the Common Areas or the exterior of the Premises
(whether located inside or outside of the Premises) shall be subject to
Landlord's prior written approval and shall be subject to any applicable
governmental laws, ordinances, and regulations and in compliance with Landlord's
signage program. Tenant shall remove all such signs and graphics prior to the
termination of this Lease. Such installations and removals shall be made in such
manner as to avoid injury or defacement of the Premises; and Tenant shall repair
any injury or defacement, including without limitation, discoloration caused by
such installation or removal.

         19.3 Waiver. No waiver of any default or breach hereunder shall be
implied from any omission to take action on account thereof, notwithstanding any
custom and practice or course of dealing. No waiver by either party of any
provision under this Lease shall be effective unless in writing and signed by
such party. No waiver shall affect any default other than the default specified
in the waiver and then such waiver shall be operative only for the time and to
the extent therein stated. Waivers of any covenant shall not be construed as a
waiver of any subsequent breach of the same.

         19.4 Financial Statements. Tenant shall provide, and cause each
Guarantor, if applicable, to provide to any lender, purchaser or Landlord,
within ten (10) days after request, a current, accurate, audited financial
statement for Tenant and Tenant's business and financial statements for Tenant
and Tenant's business for each of the three (3) years prior to the current
financial statement year prepared under generally accepted accounting principles
consistently applied. Tenant shall also provide within said 10-day period such
other financial information or tax returns as may be reasonably required by
Landlord, purchaser or any lender of either.



                                      -16-
<PAGE>   22

         19.5 Limitation of Liability. The obligations of Landlord under this
Lease are not personal obligations of the individual partners, members,
managers, directors, officers, shareholders, agents or employees of Landlord;
and Tenant shall look solely to the Building for satisfaction of any liability
of Landlord and shall not look to other assets of Landlord nor seek recourse
against the assets of the individual partners, directors, officers,
shareholders, agents or employees of Landlord. Whenever Landlord transfers its
interest, Landlord shall be automatically released from further performance
under this Lease and from all further liabilities and expenses hereunder and the
transferee of Landlord's interest shall assume all liabilities and obligations
of Landlord hereunder from the date of such transfer.

         19.6 Notices. All notices to be given hereunder shall be in writing and
mailed postage prepaid by certified or registered mail, return receipt
requested, or delivered by personal or courier delivery, or sent by facsimile,
electronically confirmed, (immediately followed by one of the preceding
methods), to Landlord's Address and Tenant's Address, or to such other place as
Landlord or Tenant may designate in a written notice given to the other party.
Notices shall be deemed served upon the first attempted delivery by the U.S.
Postal Service, the courier or a recognized overnight delivery service, or upon
receipt of the facsimile prior to 5 p.m. on any business day, or, if after 5
p.m., on the next business day.

         19.7 Brokerage Commission. Landlord shall pay a brokerage commission to
Landlord's Broker specified in the Basic Lease Information in accordance with a
separate agreement between Landlord and Landlord's Broker. Landlord shall have
no further or separate obligation for payment of any commissions or fees to any
other broker or finder. Tenant warrants to Landlord that Tenant's sole contact
with Landlord or with the Premises in connection with this transaction has been
directly with Landlord, Landlord's Broker and Tenant's Broker specified in the
Basic Lease Information, and that no other broker or finder can properly claim a
right to a commission or a finder's fee based upon contacts between the claimant
and Tenant. Any commissions or fees payable to Tenant's Broker with respect to
this transaction shall be paid by Landlord's Broker or Tenant, and Landlord
shall have no obligation with respect thereto. Subject to the foregoing, Tenant
agrees to indemnify and hold Landlord harmless from any claims or liability,
including reasonable attorneys' fees, in connection with a claim by any person
for a real estate broker's commission, finder's fee or other compensation based
upon any statement, representation or agreement of Tenant, and Landlord agrees
to indemnify and hold Tenant harmless from any such claims or liability,
including reasonable attorneys' fees, based upon any statement, representation
or agreement of Landlord.

         19.8 Authorization. Each individual executing this Lease on behalf of
Tenant represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of Tenant and that such execution is binding upon
Tenant.

         19.9 Holding Over; Surrender

                  19.9.1 Holding Over. If Tenant holds over the Premises or any
part thereof after expiration of the Term, such holding over shall, at
Landlord's option, constitute a month-to-month tenancy, at a rent equal to two
hundred percent (200%) of the Base Rent in effect immediately prior to such
holding over and shall otherwise be on all the other terms and conditions of
this Lease. This paragraph shall not be construed as Landlord's permission for
Tenant to hold over. Acceptance of Rent by Landlord following expiration or
termination shall not constitute a renewal of this Lease or extension of the
Term except as specifically set forth above. If Tenant fails to surrender the
Premises upon expiration or earlier termination of this Lease, Tenant shall
indemnify and hold Landlord harmless from and against all loss or liability
resulting from or arising out of Tenant's failure to surrender the Premises,
including, but not limited to, any amounts required to be paid to any tenant or
prospective tenant who was to have occupied the Premises after the expiration or
earlier termination of this Lease and any related attorneys' fees and brokerage
commissions.

                  19.9.2 Surrender. Upon the termination of this Lease or
Tenant's right to possession of the Premises, Tenant will surrender the Premises
broom clean, together with all keys, in good condition and repair, reasonable
wear and tear excepted. Tenant shall patch and fill all holes within the
Premises and all penetrations of the roof shall be resealed to a watertight
condition. In no event may Tenant remove from the Premises any mechanical or
electrical systems or any wiring or any other aspect of any systems within the
Premises. Conditions existing because of Tenant's failure to perform
maintenance, repairs or replacements shall not be deemed "reasonable wear and
tear."



                                      -17-
<PAGE>   23

         19.10 Joint and Several. If Tenant consists of more than one person,
the obligation of all such persons shall be joint and several.

         19.11 Covenants and Conditions. Each provision to be performed by
Tenant hereunder shall be deemed to be both a covenant and a condition.

         19.12 Auctions. Tenant shall not conduct, nor permit to be conducted,
any auction upon the Premises without Landlord's prior written consent. Landlord
shall not be obligated to exercise any standard of reasonableness in determining
whether to permit an auction.

         19.13 Consents. Except as otherwise provided elsewhere in this Lease,
Landlord's actual reasonable costs and expenses (including, but not limited to,
architects', attorneys', engineers' and other consultants' fees) incurred in the
consideration of, or response to, a request by Tenant for any Landlord consent,
including but not limited to, consents to an assignment, a subletting or the
presence or use of a Hazardous Material, shall be paid by Tenant upon receipt of
an invoice and supporting documentation therefor. Landlord's consent to any act,
assignment or subletting shall not constitute an acknowledgment that no Event of
Default or breach by Tenant of this Lease exists, nor shall such consent be
deemed a waiver of any then existing Event of Default or breach, except as may
be otherwise specifically stated in writing by Landlord at the time of such
consent. Except as otherwise set forth herein, the failure to specify herein any
particular condition to Landlord's consent shall not preclude the imposition by
Landlord at the time of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which consent is being
given.

         19.14 Force Majeure. "Force Majeure" as used herein means delays
resulting from causes beyond the reasonable control of the other party,
including, without limitation, any delay caused by any action, inaction, order,
ruling, moratorium, regulation, statute, condition or other decision of any
private party or governmental agency having jurisdiction over any portion of the
Project, over the construction anticipated to occur thereon or over any uses
thereof, or by delays in inspections or in issuing approvals by private parties
or permits by governmental agencies, or by fire, flood, inclement weather,
strikes, lockouts or other labor or industrial disturbance (whether or not on
the part of agents or employees of either party hereto engaged in the
construction of the Premises), civil disturbance, order of any government, court
or regulatory body claiming jurisdiction or otherwise, act of public enemy, war,
riot, sabotage, blockage, embargo, failure or inability to secure materials,
supplies or labor through ordinary sources by reason of shortages or priority,
discovery of hazardous or toxic materials, earthquake, or other natural
disaster, delays caused by any dispute resolution process, or any cause
whatsoever beyond the reasonable control (excluding financial inability) of the
party whose performance is required, or any of its contractors or other
representatives, whether or not similar to any of the causes hereinabove stated.

         19.15 Mortgagee Protection. Tenant agrees to give any holder of any
mortgage or deed of trust secured by the Real Property, by registered or
certified mail or nationally recognized overnight delivery service, a copy of
any notice of default served upon the Landlord by Tenant, provided that, prior
to such notice, Tenant has been notified in writing (by way of service on Tenant
of a copy of assignment of rents and leases or otherwise) of the address of such
holder of a mortgage or deed of trust. Tenant further agrees that if Landlord
shall have failed to cure such default within thirty (30) days after such notice
to Landlord (or if such default cannot be cured or corrected within that time,
then such additional time as may be necessary if Landlord has commenced within
such thirty (30) day period and is diligently pursuing the remedies or steps
necessary to cure or correct such default), then the holder of any mortgage or
deed of trust shall have an additional sixty (60) days within which to cure or
correct such default (or if such default cannot be cured or corrected within
that time, then such additional time as may be necessary if such holder of any
mortgage or deed of trust has commenced within such sixty (60) day period and is
diligently pursuing the remedies or steps necessary to cure or correct such
default). Notwithstanding the foregoing, in no event shall any holder of any
mortgage or deed of trust have any obligation to cure any default of the
Landlord.

         19.16 Guarantors. The Guarantors, if any, shall each execute a guaranty
in a form provided by Landlord. It shall constitute an Event of Default of the
Tenant if any Guarantor fails or refuses, upon request to provide: (a) evidence
of the execution and continued enforceability of the guaranty, including the
authority of the party signing on Guarantor's behalf to obligate Guarantor, and
in the case of a corporate Guarantor, a certified copy of a resolution of its
board of directors authorizing the making of such guaranty, (b) current
financial statements, (c) an estoppel certificate, or (d) written confirmation
that the guaranty is still in effect as a valid binding obligation.





                                      -18-
<PAGE>   24

         19.17 Addenda. The Addenda attached hereto, if any, and identified with
this Lease are incorporated herein by this reference as if fully set forth
herein.

                          [Text Continued on Next Page]
























                                      -19-
<PAGE>   25


         IN WITNESS WHEREOF, the parties have executed this Lease as of the date
set forth above.

<TABLE>
<S>                                                          <C>
"Landlord"                                                   "Tenant"

SANTA FE BAYFRONT VENTURE,                                   VALLEY INDUSTRIES, LLC,
a California general partnership                             a Delaware limited liability company

By:     Catellus Development Corporation,                    By: ____________________________________________
        a Delaware corporation                               Name: __________________________________________
        Its:  Managing General Partner                       Its: ___________________________________________

        By: ____________________________________________     Date: __________________________________________
        Name: __________________________________________
        Its: ___________________________________________     By: ____________________________________________
                                                             Name: __________________________________________
Date: __________________________________________________     Its: ___________________________________________

                                                             Date: __________________________________________

WITNESSED:                                                   WITNESSED:

By: ____________________________________________________     By: ____________________________________________
    Print Name: ________________________________________         Print Name: ________________________________

         WITNESSED:                                          WITNESSED:

By: ____________________________________________________     By: ____________________________________________
     Print Name: _______________________________________         Print Name: ________________________________
</TABLE>








                                      -20-
<PAGE>   26



STATE OF ___________                           )
                                               ) ss.
COUNTY OF _________________________________    )


         On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                        ________________________________________
                                        Notary Public in and for said State


(SEAL)







STATE OF _____________                         )
                                               ) ss.
COUNTY OF _________________________________    )


         On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                        ________________________________________
                                        Notary Public in and for said State


(SEAL)






                                      -21-
<PAGE>   27



STATE OF _______________                       )
                                               ) ss.
COUNTY OF _________________________________    )


         On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                        ________________________________________
                                        Notary Public in and for said State


(SEAL)







                                      -22-
<PAGE>   28
                                ADDENDUM TO LEASE


THIS ADDENDUM TO LEASE ("Addendum") is attached to and constitutes an integral
part of the Lease between SANTA FE BAYFRONT VENTURE, a California general
partnership, as Landlord, and VALLEY INDUSTRIES, LLC, a Delaware limited
liability company, as Tenant. The terms of this Addendum shall be incorporated
in the Lease for all purposes. All words and phrases not specifically defined in
this Addendum are as defined in the Lease. In the event of a conflict between
the provisions of the Lease and the provisions of this Addendum, this Addendum
shall control.

The following new Section is hereby added to the Lease which states in its
entirety as follows:

20.      FREE RENT PERIOD. Tenant's obligation to pay Base Rent shall be
conditionally abated for the first thirty (30) days, commencing with the
Possession Date and ending on the thirtieth (30th) day thereafter ("Free Rent
Period"). Commencing with the first day after the Free Rent Period, Tenant shall
pay Base Rent. Such abatement shall apply to Base Rent only and shall not apply
to any other sums payable under this Lease. The abatement of Base Rent described
above is expressly conditioned on Tenant's performance of its obligations under
the Lease throughout the Term; and the amount of the abated Base Rent is based
in part on the amount of Base Rent due under the Lease for the full Term. If
Tenant defaults under the Lease and such default results in a termination of the
Lease prior to the expiration of the Term, then Tenant shall pay to Landlord on
the date of such termination, in addition to all other amounts and damages to
which Landlord is entitled, the amount of Base Rent which would otherwise have
been due and payable during the Free Rent Period.

                  Each of the parties acknowledges the incorporation of this
         Addendum to the Lease.

    _________________________________      _____________________________
                 Tenant                               Landlord



                                    ADDENDUM
                                      -1-
<PAGE>   29

                                   EXHIBIT A

                                    PREMISES




                                   EXHIBIT A
                                      -1-
<PAGE>   30
                                   EXHIBIT B

                                   WORK LETTER


         1. Landlord's Work. Landlord agrees to install, at Landlord's cost and
expense (except as expressly provided below), carpet of 20 ounce face weight cut
pile glue down carpet of third or fourth generation nylon, price not to exceed
$13.00 per square yard installed (collectively, "Landlord's Work") promptly
following the Commencement Date and subject to the terms of this Work Letter.
Landlord's Work is to be installed only in the approximately 1,500 square foot
office portion of the Premises ("OfficeSpace") and only in that portion of the
Office Space that was carpeted prior to the Possession Date. The improvements to
be constructed as part of Landlord's Work are hereinafter collectively referred
to as the "Tenant Improvements."

         2. Substantial Completion of Landlord's Work. Tenant acknowledges and
agrees that the Tenant Improvements shall be constructed after the Commencement
Date and that there will be certain interference with Tenant's business
operations as a result of Tenant's occupancy of the Premises while Landlord is
installing such improvements. Tenant acknowledges and agrees that such
interruption shall not under any circumstances constitute constructive eviction
or grounds for rental abatement.









                                    EXHIBIT B
                                       -1-

<PAGE>   31
                                   EXHIBIT C

                          COMMENCEMENT DATE MEMORANDUM


With respect to that certain lease ("Lease") dated January __, 2001, between
Valley Industries, LLC, a Delaware limited liability company ("Tenant"), and
Santa Fe Bayfront Venture, a California general partnership ("Landlord"),
whereby Landlord leased to Tenant and Tenant leased from Landlord approximately
70,644 rentable square feet of the building located at 2200 Southwest Boulevard,
Grove City, Ohio 43123 ("Premises"), Tenant hereby acknowledges and certifies to
Landlord as follows:

         (1)      The Possession Date Occurred on January __, 2001.;

         (2)      The Commencement Date occurred on February __, 2001;

         (3)      The Free Rent Period occurred from January __, 2001 through
February __, 2001; and

         (4)      Tenant has accepted and is currently in possession of the
Premises and the Premises are acceptable for Tenant's use.

IN WITNESS WHEREOF, this Commencement Date Memorandum is executed this ___ day
of ______________________.

                                       "Tenant"

                                       VALLEY INDUSTRIES, LLC,
                                       a Delaware limited liability company

                                       By: _____________________________________
                                           Its: ________________________________

                                       By: _____________________________________
                                           Its: ________________________________











                                    EXHIBIT C
                                       -1-
<PAGE>   32

                                   EXHIBIT D

                              INSURANCE CERTIFICATE



































                                    EXHIBIT D
                                       -1-

<PAGE>   33
                                   EXHIBIT E

                                 PROHIBITED USES


The following types of operations and activities are expressly prohibited on the
Premises:

1.       automobile/truck maintenance, repair or fueling;
2.       battery manufacturing or reclamation;
3.       ceramics and jewelry manufacturing or finishing;
4.       chemical (organic or inorganic) storage, use or manufacturing;
5.       drum recycling;
6.       dry cleaning;
7.       electronic components manufacturing;
8.       electroplating and metal finishing;
9.       explosives manufacturing, use or storage;
10.      hazardous waste treatment, storage, or disposal;
11.      leather production, tanning or finishing;
12.      machinery and tool manufacturing;
13.      medical equipment manufacturing and hospitals;
14.      metal shredding, recycling or reclamation;
15.      metal smelting and refining;
16.      mining;
17.      paint, pigment and coating operations;
18.      petroleum refining;
19.      plastic and synthetic materials manufacturing;
20.      solvent reclamation;
21.      tire and rubber manufacturing;
22.      above- and/or underground storage tanks; and
23.      residential use or occupancy.



















                                    EXHIBIT E
                                       -1-
<PAGE>   34
                                   EXHIBIT F

                               RULES AND REGULATIONS


1.       No automobile, recreational vehicle or any other type of vehicle or
         equipment shall remain upon the Common Area longer than 24 hours and no
         vehicle or equipment of any kind shall be dismantled or repaired or
         serviced on the Common Area. All vehicle parking shall be restricted to
         areas designated and marked for vehicle parking. The foregoing
         restrictions shall not be deemed to prevent temporary parking for
         loading or unloading of vehicles in designated areas.

2.       Signs will conform to sign standards and criteria established from time
         to time by Landlord. No other signs, placards, pictures,
         advertisements, names or notices shall be inscribed, displayed or
         printed or affixed on or to any part of the outside or inside of the
         building without the written consent of Landlord and Landlord shall
         have the right to remove any such non-conforming signs, placards,
         pictures, advertisements, names or notices without notice to and at the
         expense of Tenant.

3.       No antenna, aerial, discs, dishes or other such device shall be erected
         on the roof or exterior walls of the Premises, or on the grounds,
         without the written consent of the Landlord in each instance. Any
         device so installed without such written consent shall be subject to
         removal without notice at any time.

4.       No loud speakers, televisions, phonographs, radios or other devices
         shall be used in a manner so as to be heard or seen outside of the
         Premises without the prior written consent of the Landlord.

5.       The outside areas immediately adjoining the Premises shall be kept
         clean and free from dirt and rubbish by the Tenant to the satisfaction
         of Landlord and Tenant shall not place or permit any obstruction or
         materials in such areas or permit any work to be performed outside the
         Premises.

6.       No open storage shall be permitted in the Project.

7.       All garbage and refuse shall be placed in containers placed at the
         location designated for refuse collection, in the manner specified by
         Landlord.

8.       No vending machine or machines of any description shall be installed,
         maintained or operated upon the Common Area.

9.       Tenant shall not disturb, solicit, or canvass any occupant of the
         building and shall cooperate to prevent same.

10.      No noxious or offensive trade or activity shall be carried on upon any
         units or any part of the Common Area nor shall anything be done thereon
         which would in any way interfere with the quiet enjoyment of each of
         the other tenants of the Project or which would increase the rate of
         insurance or overburden utility facilities from time to time existing
         in the Project.

11.      Landlord reserves the right to make such amendments to these rules and
         regulations from time to time as are nondiscriminatory and not
         inconsistent with the Lease.









                                    EXHIBIT F
                                       -1-
<PAGE>   35
                                   EXHIBIT G

             REQUIREMENTS FOR IMPROVEMENTS OR ALTERATIONS BY TENANT


If Landlord shall permit Tenant to construct any initial tenant improvements in
the Premises or to have any work performed in the Premises at any time prior to
or during the Lease term by a contractor retained by Tenant ("Tenant's Work"),
then Tenant shall comply with the requirements set forth herein. If Tenant's
Work has been properly authorized, Tenant will receive written approval and
consent for alterations to the Premises. All alterations to the Premises,
excepting movable furniture and trade fixtures, shall, at Landlord's option,
become a part of the realty and belong to Landlord.

1.       SUBMITTAL OF PLANS. Prior to commencing any work in the Premises,
Tenant shall submit to Landlord for approval its proposed plans for the work.
Without limiting the foregoing, Tenant shall provide:

         (a)      A separate scale drawing denoting all proposed construction
and/or demolition, if necessary.

         (b)      A separate drawing for each trade proposing structural,
electrical, mechanical, civil or landscaping modifications.

         (c)      Specify all dimensions and complete references to all work to
be performed in the affected areas.

         (d)      If adding extra electrical or mechanical equipment, provide
complete operating and maintenance specifications for each item.

2.       CHECKLIST.  With respect to each project, Landlord will provide Tenant
with a checklist listing the items required to be furnished to Landlord in
connection with the proposed work. Tenant shall furnish to Landlord prior to,
during, or upon completion of Tenant's Work, as applicable, each of the items
specified in the checklist attached hereto as Attachment 1.

3.       CONTRACTORS PROVIDING TENANT IMPROVEMENT SERVICES.

         (a)      The contractor employed by Tenant and any subcontractors shall
be (i) duly licensed in the state in which the Premises are located, and (ii)
subject to Landlord's prior written approval, which approval shall not be
unreasonably withheld. If more than one trade is employed on a single job, state
law requires the services of a general contractor in addition to contractors for
specialty work being performed.

         (b)      Each contractor shall provide proof of licensing as a general
or specialty contractor in accordance with state law. Additionally, each
contractor shall furnish proof of licensing in the city or municipality in which
the construction related activity is to take place.

         (c)      Tenant shall use Landlord's subcontractor for mechanical,
electrical, plumbing, roofing and roofing consultant.

         (d)      Tenant and Tenant's contractors shall comply with all
Applicable Laws pertaining to the performance of Tenant's Work and the completed
improvements and all applicable safety regulations established by Landlord or
the general contractor.

         (e)      Prior to commencement of any work in the Premises, Tenant and
Tenant's contractors (and any subcontractors) shall obtain and provide Landlord
with certificates evidencing Workers' Compensation, public liability and
property damage insurance in amounts and forms and with companies satisfactory
to Landlord. Each general contractor (and any subcontractor) employed on the
Premises shall provide Landlord with a current certificate of insurance in
effect for that contractor with a thirty day notice of cancellation or
revocation clause. Insurance requirements are as follows:





                                    EXHIBIT G
                                       -1-
<PAGE>   36

                  (i)      Comprehensive General Liability with a $2,000,000
Combined Single Limit covering the liability of Landlord and contractor for
bodily injury and property damage arising as a result of the construction of the
improvements and the services performed thereunder. Landlord shall be named as
an additional insured.

                  (ii)     Comprehensive Automobile Liability with a $2,000,000
Combined Single Limit covering Landlord and vehicles used by contractor (and any
subcontractor) in connection with the construction of the improvements.

                  (iii)    Workers' Compensation and Employer's Liability as
required by law, for employees of the contractor (and any subcontractors)
performing work on the Premises.

         (f)      The following requirements shall be incorporated as "Special
Conditions" into the contract between Tenant and its contractors and a copy of
the contract shall be furnished to Landlord prior to the commencement of
Tenant's Work:

                  (i)      Prior to start of Tenant's Work, Tenant's contractor
shall provide Landlord with a construction schedule in "bar graph" form
indicating the completion dates of all phases of Tenant's Work.

                  (ii)     Tenant's contractor shall be responsible for the
repair, replacement or clean-up of any damage done by it to other contractors'
work which specifically includes accessways to the Premises which may be
concurrently used by others.

                  (iii)    Tenant's contractor shall accept the Premises prior
to starting any trenching operations. Any rework of sub-base or compaction
required after the contractor's initial acceptance of the Premises shall be done
by Tenant's contractor, which shall include the removal from the Project of any
excess dirt or debris.

                  (iv)     Tenant's contractor shall contain its storage of
materials and its operations within the Premises and such other space as it may
be assigned by Landlord or Landlord's contractor. Should Tenant's contractor be
assigned space outside the Premises, it shall move to such other space as
Landlord or Landlord's contractor shall direct from time to time to avoid
interference or delays with other work.

                  (v)      Tenant's contractor shall clean up the construction
area and surrounding exterior areas daily. All trash, demolition materials and
surplus construction materials shall be stored within the Premises and promptly
removed from the Premises and the Project and disposed of in an approved
sanitation site.

                  (vi)     Tenant's contractor shall provide temporary
utilities, portable toilet facilities, and potable drinking water as required
for its work within the Premises and shall pay to Landlord's contractor the cost
of any temporary utilities and facilities provided by Landlord's contractor at
Tenant's contractor's request.

                  (vii)    Tenant's contractor shall notify Landlord or
Landlord's project manager of any planned work to be done on weekends or other
than normal job hours.

                  (viii)   Tenant's contractor or subcontractors shall not post
signs on any part of the Project or on the Premises.

4.       COSTS.

         (a)      Tenant shall promptly pay any and all costs and expenses in
connection with or arising out of the performance of Tenant's Work (including
the costs of permits therefor) and shall furnish to Landlord evidence of such
payment upon request.

         (b)      Tenant shall pay Landlord an amount equal to five percent (5%)
of the total hard costs of construction and installation of Tenant's Work as
compensation to Landlord for review of plans, use of facilities and other
miscellaneous costs of Landlord incurred as a result of such work.




                                    EXHIBIT G
                                       -2-
<PAGE>   37

5.       CONTRACTOR'S BONDS. Prior to the commencement of construction, Tenant
shall obtain or cause its contractor to obtain and deliver evidence thereof to
Landlord payment and performance bonds covering the faithful performance of the
contract for the construction of the Tenant's Work and the payment of all
obligations arising thereunder. In the alternative, and at Landlord's option,
Tenant may appoint Landlord as its contractor, and in so doing, Tenant shall
deposit with the Landlord a sum of money equal to the entire amount of the
estimated construction cost, as is required for the installation of the Tenant
improvements on the Premises. If Tenant deposits with Landlord monies for
construction costs, it is agreed that Landlord will not be placed in a fiduciary
capacity as a trustee, or any other fiduciary title, for the sums of monies in
Landlord's possession. Tenant agrees to hold Landlord harmless from any and all
claims, for workmanship and installation of improvements, and for
merchantability and quality of goods used for the installation of Tenant's
improvements, as are requested by Tenant. Any bonds obtained pursuant hereto
shall be for the mutual benefit of both Landlord and Tenant as obligees and
beneficiaries.

6.       MECHANIC'S LIENS.

         (a)      Tenant shall not suffer or permit to be enforced against the
Premises or any part of the Project any mechanic's, materialman's, contractor's
or subcontractor's lien arising out of any work of improvement, however it may
arise.

         (b)      Tenant shall (i) notify Landlord at least ten (10) days prior
to the commencement of construction of any Tenant's Work and (ii) file a notice
of commencement, the form of which must be pre-approved by Landlord in
accordance with Section 1311.04 of the Ohio Revised Code before any labor is
performed, supplied, furnished or services rendered on or at the Premises.
Within ten (10) days following completion of Tenant's Work, Tenant shall file a
Notice of Completion and deliver to Landlord an unconditional release and waiver
of lien executed by each contractor, subcontractor and materialman involved in
Tenant's Work.

         (c)      In the event any lien is filed against the Project or any
portion thereof or against Tenant's leasehold interest therein, Tenant shall
obtain the release and/or discharge of said lien, within ten (10) days after the
filing thereof. In the event Tenant fails to do so, Landlord may obtain the
release and/or discharge of said lien and Tenant shall indemnify Landlord for
the costs thereof, including reasonable attorney's fees, together with interest
at the Applicable Interest Rate from the date of demand. Nothing herein shall
prohibit Tenant from contesting the validity of any such asserted claim,
provided Tenant has furnished to Landlord a lien release bond freeing the
Premises from the effect of the lien claim.

7.       INDEMNITY.  Tenant shall indemnify, defend (with counsel satisfactory
to Landlord) and hold Landlord harmless from and against any and all suits,
claims, actions, loss, cost or expense (including claims for workers'
compensation, attorney's fees and costs) based on personal injury or property
damage, or otherwise (including, without limitation, contract and breach of
warranty claims) arising from the performance of Tenant's Work. Tenant shall
repair or replace (or, at Landlord's election, reimburse Landlord for the cost
of repairing or replacing) any portion of the Building or item of Landlord's
equipment or any of Landlord's real or personal property damaged, lost or
destroyed in the performance of Tenant's Work.

8.       BUILDING STANDARDS.  All work shall conform to Landlord's established
building standards and specifications. Tenant is required to make these
standards part of the construction documents.

9.       ROOF PENETRATIONS. If improvements penetrate the roof membrane, the
penetrations will be sealed per Landlord/IRC roofing specifications and
inspected by IRC to maintain roof warranty. The cost of inspection and all
corrective work shall be borne by Tenant. Tenant shall use Landlord's original
roofing contractor.

10.      BUILDING MODIFICATIONS. Work will only be approved within the confines
of a given space. Tenant will not be allowed to modify building exterior or
mechanical and electrical service as provided to the building in common with
other tenants.

11.      ELECTRICAL WORK. All electrical work shall be approved from the unit
space electrical panel only. Additional service requirements shall be secured
only by direction of Landlord. Tenant shall use Landlord's original electrical
contractor.



                                    EXHIBIT G
                                       -3-
<PAGE>   38

12.      SCHEDULE OF WORK. Tenant may be required to provide a schedule of all
work to be performed, subject to Landlord approval. All costs to produce such
schedule shall be borne solely by Tenant.

13.      CLEAN UP AND DISPOSAL OF CONSTRUCTION DEBRIS. Building trash containers
are provided for office generated trash only and are not to be used for disposal
of construction-related materials and debris. Unapproved usage will result in a
penalty assessment to the Tenant equal to the cost of an extra pick-up service
as provided under the current rate schedule of regular trash removal service.

14.      INSPECTION BY LANDLORD. Landlord reserves the following rights:
(i) the right of inspection prior to, during and at completion of all
construction and/or demolition, (ii) the right to post and record a notice of
nonresponsibility in conformity with applicable law, and (iii) the right to
order a total stop to all improvements underway for non-compliance with any of
the requirements hereof.

15.      GENERAL PROVISIONS.

         (a)      If Landlord has agreed to provide an allowance toward the cost
of tenant improvements, Landlord shall retain from such funds an amount
determined by Landlord until Tenant has fully complied with the requirements
hereof.

         (b)      All materials, work, installations and decorations of any
nature whatsoever brought on or installed in the Premises before the
commencement of the Term or throughout the Term shall be at Tenant's risk, and
neither Landlord nor any party acting on Landlord's behalf shall be responsible
for any damage thereto or loss or destruction thereof due to any reason or cause
whatsoever.

         (c)      Nothing contained herein shall make or constitute Tenant as
the agent of Landlord.




                                    EXHIBIT G
                                       -4-
<PAGE>   39
                                   EXHIBIT H


                           TENANT ESTOPPEL CERTIFICATE

To:      [INSERT NAME OF PARTY TO RELY ON DOCUMENT] ("Relying Party")
         __________________________________________
         __________________________________________
         __________________________________________
         Attn: ____________________________________

Re:      Lease Dated: _____________________________
         Current Landlord: ________________________
         Current Tenant: __________________________
         Square Feet:  Approximately ______________
         Floor(s): ________________________________
         Located at: ______________________________

("Tenant") hereby certifies that as of  ____________, 200__:

1.       Tenant is the present owner and holder of the tenant's interest under
the lease described above, as it may be amended to date (the "Lease") with
_______________ as Landlord (who is called "Landlord" for the purposes of this
Certificate).  (USE THE NEXT SENTENCE IF THE LANDLORD OR TENANT NAMED IN THE
LEASE IS A PREDECESSOR TO THE CURRENT LANDLORD OR TENANT.)  [The original
landlord under the Lease was _______________, and the original tenant under the
Lease was _______________.]  The Lease covers the premises commonly known as
_______________ (the "Premises") in the building (the "Building") at the address
set forth above.

                (CHOOSE ONE OF THE FOLLOWING SECTION 2(a)s BELOW)

[2.      (a)      A TRUE, CORRECT AND COMPLETE COPY OF THE LEASE (INCLUDING ALL
MODIFICATIONS, AMENDMENTS, SUPPLEMENTS, SIDE LETTERS, ADDENDA AND RIDERS OF AND
TO IT) IS ATTACHED TO THIS CERTIFICATE AS EXHIBIT A.]

[2       (a)      THE ATTACHED EXHIBIT A ACCURATELY IDENTIFIES THE LEASE AND ALL
MODIFICATIONS, AMENDMENTS, SUPPLEMENTS, SIDE LETTERS, ADDENDA AND RIDERS OF AND
TO IT.]

         (b)      (IF APPLICABLE) [THE LEASE PROVIDES THAT IN ADDITION TO THE
PREMISES, TENANT HAS THE RIGHT TO USE OR RENT __________ [ASSIGNED/UNASSIGNED]
PARKING SPACES NEAR THE BUILDING OR IN THE GARAGE PORTION OF THE BUILDING DURING
THE TERM OF THE LEASE.]

         (c)      The term of the Lease commenced on __________, 200__ and will
expire on ____________, _____, including any presently exercised option or
renewal term. (CHOOSE ONE OF THE FOLLOWING TWO SENTENCES.) [TENANT HAS NO OPTION
OR RIGHT TO RENEW, EXTEND OR CANCEL THE LEASE, OR TO LEASE ADDITIONAL SPACE IN
THE PREMISES OR BUILDING, OR TO USE ANY PARKING (IF APPLICABLE) [OTHER THAN THAT
SPECIFIED IN SECTION 2(b) ABOVE].] [EXCEPT AS SPECIFIED IN PARAGRAPH(S)
__________ OF THE LEASE (COPY ATTACHED), TENANT HAS NO OPTION OR RIGHT TO RENEW,
EXTEND OR CANCEL THE LEASE, OR TO LEASE ADDITIONAL SPACE IN THE PREMISES OR
BUILDING, OR TO USE ANY PARKING (IF APPLICABLE) [OTHER THAN THAT SPECIFIED IN
SECTION 2(b) ABOVE].]

                    (CHOOSE ONE OF THE FOLLOWING SECTION 2(d)s)

         [(d)     TENANT HAS NO OPTION OR PREFERENTIAL RIGHT TO PURCHASE ALL OR
ANY PART OF THE PREMISES (OR THE LAND OF WHICH THE PREMISES ARE A PART). TENANT
HAS NO RIGHT OR INTEREST WITH RESPECT TO THE PREMISES OR THE BUILDING OTHER THAN
AS TENANT UNDER THE LEASE.]




                                    EXHIBIT H
                                       -1-
<PAGE>   40

         [(d)     EXCEPT AS SPECIFIED IN PARAGRAPH(S) __________ OF THE LEASE
(COPY ATTACHED), TENANT HAS NO OPTION OR PREFERENTIAL RIGHT TO PURCHASE ALL OR
ANY PART OF THE PREMISES (OR THE LAND OF WHICH THE PREMISES ARE A PART). EXCEPT
FOR THE FOREGOING, TENANT HAS NO RIGHT OR INTEREST WITH RESPECT TO THE PREMISES
OR THE BUILDING OTHER THAN AS TENANT UNDER THE LEASE.]

         (e)      The annual minimum rent currently payable under the Lease is
$__________ and such rent has been paid through __________, __. (IF APPLICABLE)
[THE ANNUAL PERCENTAGE RENT CURRENTLY PAYABLE UNDER THE LEASE IS AT THE RATE OF
__________ AND SUCH RENT HAS BEEN PAID THROUGH ___________, 200__.]

         (f)      (IF APPLICABLE)  [ADDITIONAL RENT IS PAYABLE UNDER THE LEASE
FOR (I) OPERATING, MAINTENANCE OR REPAIR EXPENSES, (II) PROPERTY TAXES, (III)
CONSUMER PRICE INDEX COST OF LIVING ADJUSTMENTS, OR (IV) PERCENTAGE OF GROSS
SALES ADJUSTMENTS (I.E., ADJUSTMENTS MADE BASED ON UNDERPAYMENTS OF PERCENTAGE
RENT). SUCH ADDITIONAL RENT HAS BEEN PAID IN ACCORDANCE WITH LANDLORD'S RENDERED
BILLS THROUGH __________, 2000__. THE BASE YEAR AMOUNTS FOR ADDITIONAL RENTAL
ITEMS ARE AS FOLLOWS: (1) OPERATING, MAINTENANCE OR REPAIR EXPENSES $__________,
(2) PROPERTY TAXES $__________, AND (3) CONSUMER PRICE INDEX ___________ (PLEASE
INDICATE BASE YEAR CPI LEVEL).]

         (g)      Tenant has made no agreement with Landlord or any agent,
representative or employee of Landlord concerning free rent, partial rent,
rebate of rental payments or any other similar rent concession (IF APPLICABLE)
[EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH(S) ______ OF THE LEASE (COPY
ATTACHED)].

         (h)      Landlord currently holds a security deposit in the amount of
$__________ which is to be applied by Landlord or returned to Tenant in
accordance with Paragraph(s) _____ of the Lease. Tenant acknowledges and agrees
that Relying Party shall have no responsibility or liability for any security
deposit, except to the extent that any security deposit shall have been actually
received by Relying Party.

3.       (a)      The Lease constitutes the entire agreement between Tenant and
Landlord with respect to the Premises, has not been modified changed, altered or
amended and is in full force and effect in the form (CHOOSE ONE) [ATTACHED AS/
DESCRIBED IN] Exhibit A. There are no other agreements, written or oral, which
affect Tenant's occupancy of the Premises.

         (b)      All insurance required of Tenant under the Lease has been
provided by Tenant and all premiums have been paid.

         (c)      To the best knowledge of Tenant, no party is in default under
the Lease. To the best knowledge of Tenant, no event has occurred which, with
the giving of notice or passage of time, or both, would constitute such a
default.

         (d)      The interest of Tenant in the Lease has not been assigned or
encumbered. Tenant is not entitled to any credit against any rent or other
charge or rent concession under the Lease except as set forth in the Lease. No
rental payments have been made more than one month in advance.

4.       All contributions required to be paid by Landlord to date for
improvements to the Premises have been paid in full and all of Landlord's
obligations with respect to tenant improvements have been fully performed.
Tenant has accepted the Premises, subject to no conditions other than those set
forth in the Lease.

5.       Neither Tenant nor any guarantor of Tenant's obligations under the
Lease is the subject of any bankruptcy or other voluntary or involuntary
proceeding, in or out of court, for the adjustment of debtor-creditor
relationships.

6.       (a)      As used here, "Hazardous Substance" means any substance,
material or waste (including petroleum and petroleum products) which is
designated, classified or regulated as being "toxic" or "hazardous" or a
"pollutant" or which is similarly designated, classified or regulated, under any
federal, state or local law, regulation or ordinance.




                                    EXHIBIT H
                                       -2-
<PAGE>   41

         (b)      Tenant represents and warrants that it has not used,
generated, released, discharged, stored or disposed of any Hazardous Substances
on, under, in or about the Building or the land on which the Building is located
(IF APPLICABLE) [, OTHER THAN HAZARDOUS SUBSTANCES USED IN THE ORDINARY AND
COMMERCIALLY REASONABLE COURSE OF TENANT'S BUSINESS IN COMPLIANCE WITH ALL
APPLICABLE LAWS]. (IF APPLICABLE) [EXCEPT FOR SUCH COMMERCIALLY REASONABLE USE
BY TENANT,] Tenant has no actual knowledge that any Hazardous Substance is
present, or has been used, generated, released, discharged, stored or disposed
of by any party, on, under, in or about such Building or land.

7.       Tenant hereby acknowledges that Landlord intends to [DISCUSS ACTION TO
BE TAKEN VIS-A-VIS RELYING PARTY]. Tenant acknowledges the right of Landlord,
Relying Party and any and all of Landlord's present and future lenders and their
successors and assigns to rely upon the statements and representations of Tenant
contained in this Certificate and further acknowledges that any action taken by
such parties will be made and entered into in material reliance on this
Certificate.

8.       Tenant hereby agrees to furnish Relying Party with such other and
further estoppel as Relying Party may reasonably request.


                                      __________________________________________

                                      _________________________________________,
                                      a ________________________________________

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title: _______________________________











                                    EXHIBIT H
                                       -3-