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EXHIBIT 10.9


                     AIR COMMERCIAL REAL ESTATE ASSOCIATION

             STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET
                (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1. BASIC PROVISIONS ("Basic Provisions").

         1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only,
August 30, 2007, is made by and between Klein Investments Family Limited
Partnership, a California limited liability company ("Lessor") and Sionix
Corporation, a Nevada corporation ("Lessee"), (collectively the "Parties," or
individually a "Party").

         1.2 PREMISES: That certain real property, including all improvements
therein or to be provided by Lessor under the terms of this Lease, and commonly
known as 14271 Corporate Drive, Garden Grove, located in the County of Orange,
State of California, and generally described as (describe briefly the nature of
the property and, if applicable, the "PROJECT", if the property is located
within a Project) that certain approximately 59,876 square foot freestanding
industrial building situated on approximately 2.59 acres, parcel AP#099-182-29
("Premises"). (See also Paragraph 2)

         1.3 TERM: Five (5) years and no (0) months ("Original Term") commencing
October 1, 2007 ("Commencement Date") and ending September 30, 2012 ("Expiration
Date"). (See also Paragraph 3)

         1.4 EARLY POSSESSION: Upon execution of leases, Lessor's receipt of
monies per paragraph 1.6e ("Early Possession Date"). (See also Paragraphs 3.2
and 3.3)

         1.5 BASE RENT: $18, 000.00 per month ("Base Rent"), payable on the
first (1 st) day of each month commencing October 1, 2007. On April 1, 2008,
Base Rent increases to $35,925 per month. (See also Paragraph 4)

  If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

         1.6 BASE RENT PAID UPON EXECUTION:

         (a)      BASE RENT: $18, 000.00 for the period October 1, 2007 through
                  March 31, 2008.
         (b)      SECURITY DEPOSIT: $100,000.00 ("Security Deposit"). See also
                  Paragraph 5
         (c)      ASSOCIATION FEES: $ NONE
         (d)      OTHER: SEE PARAGRAPH 53
         (e)      TOTAL DUE UPON EXECUTION OF THIS LEASE $118,000.00

         1.7 AGREED USE: The manufacture and distribution of water purification
systems. (See also Paragraph 6)

         1.8 INSURING PARTY: Lessor is the "Insuring Party" unless otherwise
stated herein. (See also Paragraph 8)

         1.9 REAL ESTATE BROKERS: (See also Paragraph 15)

               (a) REPRESENTATION: The following real estate brokers
      (collectively, the "Brokers") and brokerage relationships exist in this
      transaction (check applicable boxes):

|X| Lee & Associates - Commerce, Inc. and Lee & Associates - Orange, Inc.
represents Lessor exclusively ("Lessor's Broker");

|X| Lee & Associates - Irvine, Inc. represents Lessee exclusively ("Lessee's
Broker"); or


|_| ________________________________ represents both Lessor and Lessee ("Dual
Agency").

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                  (b) PAYMENT TO BROKERS: Upon execution and delivery of this
         Lease by both Parties, Lessor shall pay to the Broker the fee agreed to
         in their separate written agreement (or if there is no such agreement,
         the sum of Five (5%) percent of the total Base Rent and three (3%)
         percent of the Total Base Rent if Lessee exercises its option to renew
         the Lease under paragraph 52 or __________% of the total Base Rent for
         the brokerage services rendered by the Brokers

         1.10 GUARANTOR. The obligations of the Lessee under this Lease are to
be guaranteed by None ("Guarantor"). (See also Paragraph 37)

         1.11 ATTACHMENTS. Attached hereto are the following, all of which
constitute a part of this Lease:

|X|  an Addendum consisting of Paragraphs 51 through 54;
|_|  a plot plan depicting the Premises;
|_|  a current set of the Rules and Regulations;
|_|  a Work Letter;
|_|  other
     (specify):_________________________________________________________________
     ___________________________________________________________________________
     __________________________________________________________________________.

     2.  PREMISES.

         2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of size set forth in this Lease, or that may have
been used in calculating rental, is an approximation which the Parties agree is
reasonable and the rental based thereon is not subject to revision whether or
not the actual size is more or less.

         2.2 CONDITION. Lessor shall deliver the Premises to Lessee broom clean
and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs ("START DATE"), and, so long as the required service
contracts described in Paragraph 7.1(b) below are obtained by Lessee within
thirty (30) days following the Start Date, warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air
conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other
such elements in the Premises, other than those constructed by Lessee, shall be
to good operating condition on said date and that the structural elements of the
roof, bearing walls and foundation of any buildings on the Premises (the
"BUILDING") shall be free of material defects and that the Premises do not
contain hazardous levels of any mold or fungi defined as toxic under applicable
stat or federal law. If a non-compliance with said warranty exists as of the
Start Date, or if one of such systems or elements should malfunction or fail
within the appropriate warranty period, Lessor shall, as Lessor's sole
obligation with respect to such matter, except as otherwise provided in this
Lease, promptly after receipt of written notice from Lessee setting forth with
specificity the nature and extent of such non-compliance, rectify same at
Lessor's expense. If, after the Start Date, Lessee does not give Lessor written
notice of any non-compliance with this warranty within: (1) one year as to the
surface of the roof and the structural portions of the roof, foundations and
bearing walls, (ii) six (6) months as to the HVAC systems, (iii) thirty (30)
days as to the remaining systems and other elements of the Building, correction
of such non-compliance shall be the obligation of Lessee at Lessee's sole cost
and expense.

         2.3 COMPLIANCE. Lessor warrants that to the best of its knowledge the
improvements on the Premises comply with all applicable laws, covenants or
restrictions of record, building codes, regulations and ordinances ("APPLICABLE
REQUIREMENTS") that were in effect at the time that each improvement, or portion
thereof, was constructed. Said warranty does not apply to the use to which
Lessee will put the Premises or to any Alterations or Utility Installations (as
defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: LESSEE IS
RESPONSIBLE FOR DETERMINING WHETHER OR NOT THE ZONING IS APPROPRIATE FOR
LESSEE'S INTENDED USE, AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO
LONGER BE ALLOWED. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided, promptly after receipt of written notice
from Lessee setting forth with specificity the nature and extent of such


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non-compliance, rectify the same at Lessor's expense. If Lessee does not give
Lessor written notice of a non-compliance with this warranty within six (6)
months following the Start Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense. If the Applicable
Requirements are hereafter changed so as to require during the term of this
Lease the construction of an addition to or an alteration of the Premises and/or
Building, the remediation of any Hazardous Substance, or the reinforcement or
other physical modification of the Unit, Premises and/or Building ("Capital
Expenditure"), Lessor and Lessee shall allocate the cost of such work as
follows:

                  (a) Subject to Paragraph 2.3(c) below, if such Capital
         Expenditures are required as a result of the specific and unique use of
         the Premises by Lessee as compared with uses by tenants in general,
         Lessee shall be fully responsible for the cost thereof, provided,
         however that if such Capital Expenditure is required during the last
         two (2) years of this Lease and the cost thereof exceeds six (6)
         months' Base Rent, Lessee may instead terminate this Lease unless
         Lessor notifies Lessee, in writing, within ten (10) days after receipt
         of Lessee's termination notice that Lessor has elected to pay the
         difference between the actual cost thereof and the amount equal to six
         (6) months' Base Rent. If Lessee elects termination, Lessee shall
         immediately cease the use of the Premises which requires such Capital
         Expenditure and deliver to Lessor written notice specifying a
         termination date at least ninety (90) days thereafter. Such termination
         date shall, however, in no event be earlier than the last day that
         Lessee could legally utilize the Premises without commencing such
         Capital expenditure.

                  (b) If such Capital Expenditure is not the result of the
         specific and unique use of the Premises by Lessee (such as,
         governmentally mandated seismic modifications), then Lessor and Lessee
         shall allocate the obligation to pay each month during the remainder of
         the term of this Lease, on the date that on which the Base rent is due,
         an amount equal to 144th of the portion of such costs reasonably
         attributable to the Premises. Lessee shall pay interest on the balance
         but may prepay its obligation at any time. If however, such Capital
         Expenditure is required during the last two years of this Lease or if
         Lessor reasonably determines that it is not economically feasible to
         pay its share thereof, Lessor shall have the option to terminate this
         Lease upon ninety (90) days prior written notice to Lessee unless
         Lessee notifies Lessor, in writing, within ten (10) days after receipt
         of Lessor's termination notice that Lessee will pay for such Capital
         Expenditure. If Lessor does not elect to terminate, and fails to tender
         its share of any such Capital Expenditure, Lessee may advance such
         funds and deduct same, with Interest, from Rent until Lessor's share of
         such costs have been fully paid. If Lessee is unable to finance
         Lessor's share, or if the balance of the Rent due and payable for the
         remainder of this Lease is not sufficient to fully reimburse Lessee on
         an offset basis, Lessee shall have the right to terminate this Lease
         upon thirty (30) days written notice to Lessor.

                  (c) Notwithstanding the above, the provisions concerning
         Capital Expenditures are intended to apply only to non-voluntary,
         unexpected, and new Applicable Requirements. If the Capital
         Expenditures are instead triggered by Lessee as a result of an actual
         or proposed change in use, change in intensity of use, or modification
         to the Premises then, and in that event, Lessee shall be fully
         responsible for the cost thereof, and Lessee shall not have any right
         to terminate this Lease.

         2.4 ACKNOWLEDGEMENTS. Lessee acknowledges that: (a) it has been advised
by Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's intended use; (b) Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its occupancy of the Premises; and (c) neither Lessor,
Lessor's agents, nor any Broker has made any oral or written representations or
warranties with respect to said matters other than as set forth in this Lease.
In addition, Lessor acknowledges that: (i) Broker has made no representations,
promises or warranties concerning Lessee's ability to honor the Lease or
suitability to occupy the Premises; and (ii) it is Lessor's sole responsibility
to investigate the financial capability and/or suitability of all proposed
tenants.

         2.5 LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in
Paragraph 2 shall be of no force or effect if immediately prior to the Start
Date Lessee was the owner or occupant of the Premises. In such event, Lessee
shall be responsible for any necessary corrective work.


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3. TERM.

         3.1 TERM. The Commencement Date, Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

         3.2 EARLY POSSESSION. If Lessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated for the period of such early possession. All other terms of this Lease
(including, but not limited to, the obligations to pay Real Property Taxes and
insurance premiums and to maintain the Premises) shall be in effect during such
period. Any such early possession shall not affect the Expiration Date.

         3.3 DELAY IN POSSESSION. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession by such date, Lessor shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Lease. Lessee shall not,
however, be obligated to pay Rent or perform its other obligations until it
receives possession of the Premises and any period of rent abatement that Lessee
would otherwise have enjoyed shall run from the date of delivery of possession
and continued for a period equal to what Lessee would otherwise have enjoyed
under the terms hereof, but minus any days of delay caused by the acts or
omissions of Lessee. If possession is not delivered within sixty (60) days after
the Commencement Date, Lessee may, at its option, by notice in writing within
ten (10) days after the end of such sixty (60) day period, cancel this Lease, in
which event the Parties shall be discharged from all obligations hereunder. If
such written notice is not received by Lessor within said ten (10) day period,
Lessee's right to cancel shall terminate. Except as otherwise provided, if
possession is not tendered to Lessee by the Start Date and Lessee does not
terminate. If possession of the Premises is not delivered within 120 days after
the Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.

         3.4 LESSEE COMPLIANCE. Lessor shall not be required to tender
possession of the Premises to Lessee until Lessee complies with its obligation
to provide evidence of insurance (Paragraph 8.5). Pending delivery of such
evidence, Lessee shall be required to perform all of its obligations under this
Lease from and after the Start Date, including the payment of Rent,
notwithstanding Lessor's election to withhold possession pending receipt of such
evidence of insurance. Further, if Lessee is required to perform any other
conditions prior to or concurrent with the Start Date, the Start Date shall
occur but Lessor may elect to withhold possession until such conditions are
satisfied.

4. RENT.

         4.1 RENT DEFINED. All monetary obligations of Lessee to Lessor under
the terms of this Lease (except for the Security Deposit) are deemed to be rent
("RENT").

         4.2 PAYMENT. Lessee shall cause payment of Rent to be received by
Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is
due. All monetary amounts shall be rounded to the nearest whole dollar. In the
event that any invoice prepared by Lessor is inaccurate such inaccuracy shall
not constitute a waiver and Lessee shall be obligated to pay the amount set
forth in this Lease. Rent for any period during the term hereof which is for
less than one (1) full calendar month shall be prorated based upon the actual
number of days of said month. Payment of Rent shall be made to Lessor at its
address stated herein or to such other persons or place as Lessor may from time
to time designate in writing. Acceptance of a payment which less than the amount
then due shall not be a waiver of Lessor's rights to the balance of such Rent,
regardless of Lessor's endorsement of any check so stating. In the event that
any check, draft, or other instrument of payment given by Lessee to Lessor is
dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in
addition to any late charge and Lessor, at its option, may require all future
Rent to be paid by cashier's check. Payments will be applied first to accrued
late charges and attorney's fees, second to accrued interest, then to Base Rent
and Common Area Operating Expenses, and any remaining amount to any other
outstanding charges or costs.


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      4.3 ASSOCIATION FEES. In addition to the Base Rent, Lessee shall pay to
Lessor each month an amount equal to any owner's association or condominium fees
levied or assessed against the Premises. Said monies shall be paid at the same
time and in the same manner as the Base Rent.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this Lease, Lessor may use, apply or retain all or any portion of said
Security Deposit for the payment of any amount due Lessor for Rents which will
be due in the future, and/or to reimburse or compensate Lessor for any
liability, expense, loss or damage which Lessor may suffer or incur by reason
thereof. If Lessor uses or applies all or any portion of said Security Deposit,
Lessee shall within ten (10) days after written request therefor deposit monies
with Lessor sufficient to restore said Security Deposit to the full amount
required by this Lease. If the Base Rent increases during the term of this
Lease, Lessee shall, upon written request from Lessor, deposit additional monies
with Lessor so that the total amount of the Security Deposit shall at all times
bear the same proportion to the increased Base Rent as the initial Security
Deposit bore to the initial Base Rent. Should the Agreed Use be amended to
accommodate a material change in the business of Lessee or to accommodate a
sublessee or assignee, Lessor shall have the right to increase the Security
Deposit to the extent necessary, in Lessor's reasonable judgment, to account for
any increased wear and tear that the Premises may suffer as a result thereof. If
a change in control of Lessee occurs during this Lease and following such change
the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor
as shall be sufficient to cause the Security Deposit to be at a commercially
reasonable level based on said change in financial condition. Lessor shall not
be required to keep the Security Deposit separate from its general accounts.
Within ninety (90) days after the expiration or termination of this Lease,
Lessor shall return that portion of the Security Deposit not used or applied by
Lessor. No part of the Security Deposit shall be considered to be held in trust,
to bear interest or to be prepayment for any monies to be paid by Lessee under
this Lease.

6. USE.

         6.1 USE. Lessee shall use and occupy the premises only for the Agreed
Use, or any other legal use which is reasonably comparable thereto, and for no
other purpose. Lessee shall not use or permit the use of the Premises in a
manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
owners and/or occupants of, or causes damage to neighboring premises or
properties. Other than guide, signal and Seeing Eye dogs, Lessee shall not keep
or allow any pets, animals, birds, fish, or reptiles. Lessor shall not
unreasonably withhold or delay its consent to any written request for a
modification of the Agreed Use, so long as the same will not impair the
structural integrity of the Improvements on the Premises or the mechanical or
electrical systems therein, is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within seven (7)
business days after such request give written notification of same, which notice
shall include an explanation of Lessor's objections to the change in the Agreed
Use.

         6.2   HAZARDOUS SUBSTANCES.

                  (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS
         SUBSTANCE" as used in this Lease shall mean any product, substance, or
         waste whose presence, use, manufacture, disposal, transportation, or
         release, either by itself or in combination with other materials
         expected to be on the Premises, is either: (i) potentially injurious to
         the public health, safety or welfare, the environment or the Premises,
         (ii) regulated or monitored by any governmental authority, or (iii) a
         basis for potential liability of Lessor to any governmental agency or
         third party under any applicable statute or common law theory.
         Hazardous Substances shall include, but not be limited to,
         hydrocarbons, petroleum, gasoline, and/or crude oil or any products,
         by-products or fractions thereof. Lessee shall not engage in any
         activity in or on the Premises which constitutes a Reportable Use of
         Hazardous Substances without the express prior written consent of
         Lessor and timely compliance (at Lessee's expense) with all Applicable
         Requirements. "REPORTABLE USE" shall mean (i) the installation or use
         of any above or below ground storage tank, (ii) the generation,
         possession, storage, use, transportation, or disposal of a Hazardous
         Substance that requires a permit from, or with respect to which a
         report, notice, registration or business plan is required to be filed
         with, any governmental authority, and/or (iii) the presence at the
         Premises of a Hazardous Substance with respect to which any Applicable
         Requirements requires that a notice be given to persons entering or


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         occupying the Premises or neighboring properties. Notwithstanding the
         foregoing, Lessee may use any ordinary and customary materials
         reasonably required to be used in the normal course of the Agreed Use,
         so long as such use is in compliance with all Applicable Requirements,
         is not a Reportable Use, and does not expose the Premises or
         neighboring property to any meaningful risk of contamination or damage
         or expose Lessor to any liability therefor. In addition, Lessor may
         condition its consent to any Reportable Use upon receiving such
         additional assurances as Lessor reasonably deems necessary to protect
         itself, the public, the Premises and/or the environment against damage,
         contamination, injury and/or liability, including, but not limited to,
         the installation (and removal on or before Lease expiration or
         termination) of protective modifications (such as concrete encasements)
         and/or increasing the Security Deposit.

                  (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable
         cause to believe, that a Hazardous Substance has come to be located in,
         on, under or about the Premises, other than as previously consented to
         by Lessor, Lessee shall immediately give written notice of such fact to
         Lessor, and provide Lessor with a copy of any report, notice, claim or
         other documentation which it has concerning the presence of such
         Hazardous Substance.

                  (c) LESSEE REMEDIATION. Lessee shall not cause or permit any
         Hazardous Substance to be spilled or released in, on, under, or about
         the Premises (including through the plumbing or sanitary sewer system)
         and shall promptly, at Lessee's expense, take all investigatory and/or
         remedial action reasonably recommended, whether or not formally ordered
         or required, for the cleanup of any contamination of, and for the
         maintenance, security and/or monitoring of the Premises or neighboring
         properties, that was caused or materially contributed to by Lessee, or
         pertaining to or involving any Hazardous Substance brought onto the
         Premises during the term of this Lease, by or for Lessee, or any third
         party.

                  (d) LESSEE INDEMNIFICATION. Lessee shall indemnify, defend and
         hold Lessor, its agents, employees, lenders and ground lessor, if any,
         harmless from and against any and all loss of rents and/or damages,
         liabilities, judgments, claims, expenses, penalties, and attorneys' and
         consultants' fees arising out of or involving any Hazardous Substance
         brought onto the Premises by or for Lessee, or any third party
         (provided, however, that Lessee shall have no liability under this
         Lease with respect to underground migration of any Hazardous Substance
         under the Premises from adjacent properties). Lessee's obligations
         shall include, but not be limited to, the effects of any contamination
         or injury to person, property or the environment created or suffered by
         Lessee, and the cost of investigation, removal, remediation,
         restoration and/or abatement, and shall survive the expiration or
         termination of this Lease. NO TERMINATION, CANCELLATION OR RELEASE
         AGREEMENT ENTERED INTO BY LESSOR AND LESSEE SHALL RELEASE LESSEE FROM
         ITS OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO HAZARDOUS SUBSTANCES,
         UNLESS SPECIFICALLY SO AGREED BY LESSOR IN WRITING AT THE TIME OF SUCH
         AGREEMENT .

                  (e) LESSOR INDEMNIFICATION. Lessor and its successors and
         assigns shall indemnify, defend, reimburse and hold Lessee, its
         employees and lenders, harmless from and against any and all
         environmental damages, including the cost of remediation, which existed
         as a result of Hazardous Substances which existed on the Premises prior
         to Lessee's occupancy or which are caused by the gross negligence or
         willful misconduct of Lessor, its agents or employees. Lessor's
         obligations, as and when required by the Applicable Requirements, shall
         include, but not be limited to, the cost of investigation, removal,
         remediation, restoration and/or abatement, and shall survive the
         expiration or termination of this Lease.

                  (f) INVESTIGATIONS AND REMEDIATION'S. Lessor shall retain the
         responsibility and pay for any investigations or remediation measures
         required by governmental entities having jurisdiction with respect to
         the existence of Hazardous Substances on the Premises prior to Lessee's
         occupancy, unless such remediation measure is required as a result of
         Lessee's use (including "Alterations," as defined in Paragraph 7.3(a)
         below) of the Premises, in which event Lessee shall be responsible for
         such payment. Lessee shall cooperate fully in any such activities at
         the request of Lessor, including allowing Lessor and Lessor's agents to
         have reasonable access to the Premises at reasonable times in order to
         carry out Lessor's investigative and remedial responsibilities.


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                  (g) LESSOR TERMINATION OPTION. If a Hazardous Substance
         Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease,
         unless Lessee is legally responsible therefor (in which case Lessee
         shall make the investigation and remediation thereof required by the
         Applicable Requirements and this Lease shall continue in full force and
         effect, but subject to Lessor's rights under Paragraph 6.2(d) and
         Paragraph 13), Lessor may, at Lessor's option, either (i) investigate
         and remediate such Hazardous Substance Condition, if required, as soon
         as reasonably possible at Lessor's expense, in which event this Lease
         shall continue in full force and effect, or (ii) if the estimated cost
         to remediate such condition exceeds twelve (12) times the then monthly
         Base Rent or $100,000, whichever is greater, give written notice to
         Lessee, within thirty (30) days after receipt by Lessor of knowledge of
         the occurrence of such Hazardous Substance Condition, of Lessor's
         desire to terminate this Lease as of the date sixty (60) days following
         the date of such notice. In the event Lessor elects to give a
         termination notice, Lessee may, within ten (10) days thereafter, give
         written notice to Lessor of Lessee's commitment to pay the amount by
         which the cost of the remediation of such Hazardous Substance Condition
         exceeds an amount equal to twelve (12) times the then monthly Base Rent
         or $100,000, whichever is greater. Lessee shall provide Lessor with
         said funds or satisfactory assurance thereof within thirty (30) days
         following such commitment. In such event, this Lease shall continue in
         full force and effect, and Lessor shall proceed to make such
         remediation as soon as reasonably possible after the required funds are
         available. If Lessee does not give such notice and provide the required
         funds or assurance thereof within the time provided, this Lease shall
         terminate as of the date specified in Lessor's notice of termination.

         6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as
otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within ten (10) days after receipt of Lessor's written request, provide
Lessor with copies of all permits and other documents, and other information
evidencing Lessee's compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify Lessor in writing (with
copies of any documents involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving the failure of
Lessee or the Premises to comply with any Applicable Requirements. Likewise,
Lessee shall immediately give written notice to Lessor of: (i) any water damage
to the Premises and any suspected seepage, pooling, dampness or other condition
conducive to the production of mold; or (ii) any mustiness or other odors that
might indicate the presence of mold in the Premises.

         6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's "LENDER" (as defined in
Paragraph 30 below) and consultants shall have the right to enter into Premises
at any time, in the case of an emergency, and otherwise at reasonable times
after reasonable notice, for the purpose of inspecting the condition of the
Premises and for verifying compliance by Lessee with this Lease. The cost of any
such inspections shall be paid by Lessor, unless a violation of Applicable
Requirements, or Hazardous Substance Condition (see paragraph 9.1) is found to
exist or be imminent, or the inspection is requested or ordered by a
governmental authority. In such case, Lessee shall upon request reimburse Lesser
for the cost of such inspections, so long as such inspection is reasonably
related to the violation or contamination. In addition, Lessee shall provide
copies of all relevant material safety data sheets (MSDS) to Lessor within 10
days of the receipt of a written request therefore.

7. MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.

         7.1   LESSEE'S OBLIGATIONS.

                  (a) IN GENERAL. Subject to the provisions of Paragraph 2.2
         (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
         Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction),
         and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the
         Premises, Utility Installations, and Alterations in good order,
         condition and repair (whether or not the portion of the Premises
         requiring repairs, or the means of repairing the same, are reasonably
         or readily accessible to Lessee, and whether or not the need for such
         repairs occurs as a result of Lessee's use, any prior use, the elements
         or the age of such portion of the Premises), including, but not limited
         to, all equipment or facilities, such as plumbing, heating,


                                      -7-
<PAGE>

         ventilating, air-conditioning, electrical, lighting facilities,
         boilers, pressure vessels, fire protection system, fixtures, walls
         (interior and exterior), foundations, ceilings, roofs, floors, windows,
         doors, plate glass, skylights, landscaping, driveways, parking lots,
         fences, retaining walls, signs, sidewalks and parkways located in, on,
         or adjacent to the Premises. Lessee, in keeping the Premises in good
         order, condition and repair, shall exercise and perform good
         maintenance practices, specifically including the procurement and
         maintenance of the service contracts required by Paragraph 7.1(b)
         below. Lessee's obligations shall include restorations, replacements or
         renewals when necessary to keep the Premises and all improvements
         thereon or a part thereof in good order, condition and state of repair.
         Lessee shall, during the term of this Lease, keep the exterior
         appearance of the Building in a first-class condition (including, e.g.
         graffiti removal) consistent with the exterior appearance of other
         similar facilities of comparable age and size in the vicinity,
         including, when necessary, the exterior repainting of the Building.

                  (b) SERVICE CONTRACTS. Lessee shall, at Lessee's sole expense,
         procure and maintain contracts, with copies to Lessor, in customary
         form and substance for, and with contractors specializing and
         experienced in the maintenance of the following equipment and
         improvements, if any, if and when installed on the Premises: (i) HVAC
         equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing
         systems, including fire alarm and/or smoke detection, (iv) landscaping
         and irrigation systems, (v) roof covering and drains, (vi) driveways
         and parking lots, (vii) clarifiers, however, Lessor reserves the right,
         upon notice to Lessee, to procure and maintain any or all of such
         service contracts, and Lessee shall reimburse Lessor, upon demand, for
         the cost thereof.

                  (c) FAILURE TO PERFORM. If Lessee fails to perform Lessee's
         obligations under this Paragraph 7.1, Lessor may enter upon the
         Premises after 10 days' prior written notice to Lessee (except in the
         case of an emergency, in which case no notice shall be required),
         perform such obligations on Lessee's behalf, and put the Premises in
         good order, condition and repair, and Lessee shall promptly pay to
         Lessor a sum equal to 115% of the cost thereof.

                  (d) REPLACEMENT. Subject to Lessee's indemnification of Lessor
         as set forth in Paragraph 8.7 below, and without relieving Lessee of
         liability resulting from Lessee's failure to exercise and perform good
         maintenance practices, if an item described in Paragraph 7.1(b) cannot
         be repaired other than at a cost which is in excess of 50% of the cost
         of replacing such items, then such item shall be replaced by Lessor,
         and the cost thereof shall be prorated between the Parties and Lessee
         shall only be obligated to pay, each month during the remainder of the
         term of this Lease, on the date on which Base Rent is due, an amount
         equal to the product of multiplying the cost of such replacement by a
         fraction, the numerator of which is one, and the denominator of which
         is 144 (i.e. 1/144th of the cost per month). Lessee shall pay interest
         on the unamortized balance but may prepay its obligation at any time.

         7.2 LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation),
it is intended by the Parties hereto that Lessor have no obligation, in any
manner whatsoever, to repair and maintain the Premises, or the equipment
therein, all of which obligations are intended to be that of the Lessee. It is
the intention of the Parties that the terms of this Lease govern the respective
obligations of the Parties as to maintenance and repair of the Premises, and
they expressly waive the benefit of any statute now or hereafter in effect to
the extent it is inconsistent with the terms of this Lease.

         7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

                  (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY
         INSTALLATIONS" refers to all floor and window coverings, air lines,
         power panels, electrical distribution, security and fire protection
         systems, communication systems, lighting fixtures, HVAC equipment,
         plumbing, and fencing in or on the Premises. The term "TRADE FIXTURES"
         shall mean Lessee's machinery and equipment that can be removed without
         doing material damage to the Premises. The term "ALTERATIONS" shall
         mean any modification of the improvements, other than Utility
         Installations or Trade Fixtures, whether by addition or deletion.
         "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as
         Alterations and/or Utility Installations made by Lessee that are not
         yet owned by Lessor pursuant to Paragraph 7.4(a).


                                      -8-
<PAGE>

                (b) CONSENT. Lessee shall not make any Alterations or Utility
         Installations to the Premises without Lessor's prior written consent.
         Lessee may, however, make non-structural Utility Installations to the
         Interior of the Premises (excluding the roof) without such consent but
         upon notice to Lessor, as long as they are not visible from the
         outside, do not involve puncturing, relocating or removing the roof or
         any existing walls, will not affect the electrical, plumbing, HVAC,
         and/or life safety systems, and the cumulative cost thereof during this
         Lease as extended does not exceed a sum equal to 3 month's Base Rent in
         the aggregate or a sum equal to one month's Base Rent in any one year.
         Notwithstanding the foregoing, Lessee shall not make or permit any roof
         penetrations and/or install anything on the roof without the prior
         written approval of Lessor. Lessor may, as a precondition to granting
         such approval, require Lessee to utilize a contractor chosen and/or
         approved by Lessor. Any Alterations or Utility installations that
         Lessee shall desire to make and which require the consent of the Lessor
         shall be presented to the Lessor in written form with detailed plans.
         Consent shall be deemed conditioned upon Lessee's: (i) acquiring all
         applicable governmental permits, (ii) furnishing Lessor with copies of
         both permits and the plans and specifications prior to commencement of
         the work, and (iii) compliance with all conditions of said permits and
         other Applicable Requirements in a prompt and expeditious manner. Any
         Alterations or Utility installations shall be performed in a
         workmanlike manner with good and sufficient materials. Lessee shall
         promptly upon completion furnish Lessor with as-built plans and
         specifications. For work which costs an amount in excess of one month's
         Base Rent, Lessor may condition its consent upon Lessee providing a
         lien and completion bond in an amount equal to 150% of the estimated
         cost of such Alteration or Utility Installation and/or upon Lessee's
         posting an additional Security Deposit with Lessor.

                  (c) LIENS; BONDS. Lessee shall pay, when due, all claims for
         labor or materials furnished or alleged to have been furnished to or
         for Lessee at or for use on the Premises, which claims are or may be
         secured by any mechanic's or material men's lien against the Premises
         or any interest therein. Lessee shall give Lessor not less than ten
         (10) days' notice prior to the commencement of any work in, on or about
         the Premises, and Lessor shall have the right to post notices of
         non-responsibility. If Lessee shall contest the validity of any such
         lien, claim or demand, then Lessee shall, at its sole expense defend
         and protect itself, Lessor and the Premises against the same and shall
         pay and satisfy, any such adverse judgment that may be rendered thereon
         before the enforcement thereof. If Lessor shall require, Lessee shall
         furnish a surety bond in an amount equal to 150% of the amount of such
         contested lien, claim or demand, indemnifying Lessor against liability
         for the same. If Lessor elects to participate in any such action,
         Lessee shall pay Lessor's attorneys' fees and costs.

         7.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

                  (a) OWNERSHIP. Subject to Lessor's right to require removal or
         elect ownership as hereinafter provided, all Alterations and Utility
         Installations made by Lessee shall be the property of Lessee, but
         considered a part of the Premises. Lessor may, at any time, elect in
         writing to be the owner of all or any specified part of the Lessee
         Owned Alterations and Utility Installations. Unless otherwise
         instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations
         and Utility Installations shall, at the expiration or termination of
         this Lease, become the property of Lessor and be surrendered by Lessee
         with the Premises.

                  (b) REMOVAL. By delivery to Lessee of written notice from
         Lessor not earlier than ninety (90) and not later than thirty (30) days
         prior to the end of the term of this Lease, Lessor may require that any
         or all Lessee Owned Alterations or Utility Installations be removed by
         the expiration or termination of this Lease. Lessor may require the
         removal at any time of all or any part of any Lessee Owned Alterations
         or Utility Installations made without the required consent.

                  (c) SURRENDER; RESTORATION. Lessee shall surrender the
         Premises by the Expiration Date or any earlier termination date, with
         all of the improvements, parts and surfaces thereof broom clean and
         free of debris, and in good operating order, condition and state of
         repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall
         not include any damage or deterioration that would have been prevented
         by good maintenance practice. Notwithstanding the foregoing, if this
         Lease is for 12 months or less, then Lessee shall surrender the
         Premises in the same condition as delivered to Lessee on the Start Date
         with NO allowance for ordinary wear and tear. Lessee shall repair any
         damage occasioned by the installation, maintenance or removal of Trade


                                      -9-
<PAGE>

         Fixtures. Lessee Owned Alterations and/or Utility Installations,
         furnishings, and equipment as well as the removal of any storage tank
         installed by or for Lessee. Lessee shall completely remove from the
         Premises any and all Hazardous Substances brought onto the Premises by
         or for Lessee, or any third party (except Hazardous Substances which
         were deposited via underground migration from areas outside of the
         Premises, or if applicable, the Premises) even if such removal would
         require Lessee to perform or pay for work that exceeds statutory
         requirements. Trade Fixtures shall remain the property of Lessee and
         shall be removed by Lessee. Any personal property of Lessee not removed
         on or before the Expiration Date or any earlier termination date shall
         be deemed to have been abandoned by Lessee and may be disposed of or
         retained by Lessor as Lessor may desire. The failure by Lessee to
         timely vacate the Premises pursuant to this Paragraph 7.4(c) without
         the express written consent of Lessor shall constitute a holdover under
         the provisions of Paragraph 26 below.

8. INSURANCE; INDEMNITY.

         8.1 PAYMENT FOR INSURANCE. Lessee shall pay for all insurance required
under Paragraph 8 except to the extent of the cost attributable to liability
insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per
occurrence. Premiums for policy periods commencing prior to or extending beyond
the Lease term shall be prorated to correspond to the Lease term. Payment shall
be made by Lessee to Lessor within ten (10) days following receipt of an
invoice.

         8.2   LIABILITY INSURANCE.

                  (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
         Commercial General Liability Policy of Insurance protecting Lessee and
         Lessor against claims for bodily injury, personal injury and property
         damage based upon or arising out of the ownership, use, occupancy or
         maintenance of the Premises and all areas appurtenant thereto. Such
         insurance shall be on an occurrence basis providing single limit
         coverage in an amount not less than $1,000,000 per occurrence with an
         annual aggregate of not less than $2,000,000. Lessee shall add Lessor
         as an additional insured by means of an endorsement at least as broad
         as the Insurance Service Organization's "Additional Insured-Managers or
         Lessors of Premises" Endorsement. 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 Lessee's indemnity
         obligations under this Lease. The limits of said insurance shall not,
         however, limit the liability of Lessee nor relieve Lessee or any
         obligation hereunder. Lessee shall provide an endorsement on its
         liability policy (ies) which provides that its insurance shall be
         primary to and not contributory with any similar insurance carried by
         Lessor, whose insurance shall be considered excess insurance only.

                  (b) CARRIED BY LESSOR. Lessor shall maintain liability
         insurance as described in Paragraph 8.2(a), in addition to, and not in
         lieu of, the insurance required to be maintained by Lessee. Lessee
         shall not be named as an additional insured therein.

         8.3   PROPERTY INSURANCE--BUILDING, IMPROVEMENTS AND RENTAL VALUE.

                  (a) BUILDING AND IMPROVEMENTS. The Insuring Party shall obtain
         and keep in force a policy or policies in the name of Lessor, with loss
         payable to Lessor, any ground-lessor, and to any Lender(s) insuring
         loss or damage to the Premises. The amount of such insurance shall be
         equal to the full replacement cost of the Premises, as the same shall
         exist from time to time, or the amount required by any Lenders, but in
         no event more than the commercially reasonable and available insurable
         value thereof. If Lessor is the Insuring Party, however, Lessee Owned
         Alterations and Utility Installations, Trade Fixtures, and Lessee's
         personal property shall be insured by Lessee under Paragraph 8.4 rather
         than by Lessor. If the coverage is available and commercially
         appropriate such policy or policies shall insure against all risks of
         direct physical loss or damage (except the perils of flood and/or
         earthquake unless required by a Lender), including coverage for debris
         removal and the enforcement of any Applicable Requirements requiring
         the upgrading, demolition, reconstruction or replacement of any portion
         of the Premises as the result of a covered loss. Said policy or
         policies shall also contain an agreed valuation provision in lieu of


                                      -10-
<PAGE>

         any coinsurance clause, waiver of subrogation, and inflation guard
         protection causing an increase in the annual property insurance
         coverage amount by a factor of not less than the adjusted U.S.
         Department of Labor Consumer Price Index for All Urban Consumers for
         the city nearest to where the Premises are located. If such insurance
         coverage has a deductible clause, the deductible amount shall not
         exceed $1,000 per occurrence, and Lessee shall be liable for such
         deductible amount in the event of an Insured Loss.

                  (b) RENTAL VALUE. The Insuring Party shall obtain and keep in
         force a policy or policies in the name of Lessor with loss payable to
         Lessor and any Lender, insuring the loss of the full Rent for one (1)
         year with an extended period of indemnity for an additional 180 days
         ("Rental Value insurance"). Said insurance shall contain an agreed
         valuation provision in lieu of any coinsurance clause, provide that in
         the event the Lease is terminated by reason of an insured loss, the
         period of indemnity for such coverage shall be adjusted annually to
         reflect the projected Rent otherwise payable by Lessee, for the next
         twelve (12) month period. Lessee shall be liable for any deductible
         amount in the event of such loss.

                  (c) ADJACENT PREMISES. If the Premises are part of a larger
         building, or of a group of buildings owned by Lessor which are adjacent
         to the Premises, the Lessee shall pay for any increase in the premiums
         for the property insurance of such building or buildings if said
         increase is caused by Lessee's acts, omissions, use or occupancy of the
         Premises.

         8.4 LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

                  (a) PROPERTY DAMAGE. Lessee shall obtain and maintain
         insurance coverage on all of Lessee's personal property, Trade
         Fixtures, and Lessee Owned Alterations and Utility Installations. Such
         insurance shall be full replacement cost coverage with a deductible of
         not to exceed $1,000 per occurrence. The proceeds from any such
         insurance shall be used by Lessee for the replacement of personal
         property, Trade Fixtures and Lessee Owned Alterations and Utility
         Installations. Lessee shall provide Lessor with written evidence that
         such insurance is in force.

                  (b) BUSINESS INTERRUPTION. Lessee shall obtain and maintain
         loss of income and extra expense insurance in amounts as will reimburse
         Lessee for direct or indirect loss of earnings attributable to all
         perils commonly insured against by prudent lessees in the business of
         Lessee or attributable to prevention of access to the premises as a
         result of such perils.

                  (c) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
         representation that the limits or forms of coverage of insurance
         specified herein are adequate to cover Lessee's property, business
         operations or obligations under this Lease.

         8.5 INSURANCE POLICIES. Insurance required herein shall be by companies
duly licensed or admitted to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least A-, VI, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to modification except after thirty (30) days prior
written notice to Lessor. Lessee shall, at least ten (10) days prior to the
expiration of such polices, furnish Lessor with evidence of renewals or
"insurance binders" evidencing renewal thereof, or Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be payable
by Lessee to Lessor upon demand. Such policies shall be for a term of at least
one year, or the length of the remaining term of this Lease, whichever is less.
If either Party shall fail to procure and maintain the insurance required to be
carried by it, the other Party may, but shall not be required to, procure and
maintain the same.

         8.6 WAIVER OF SUBROGATION. Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages against the other, for loss of or damage
to its property arising out of or incident to the perils required to be insured
against herein. The effect of such releases and waivers is not limited by the


                                      -11-
<PAGE>

amount of insurance carried or required, or by any deductibles applicable
hereto. The Parties agree to have their respective property damage insurance
carriers waive any right to subrogation that such companies may have against
Lessor or Lessee, as the case may be so long as the insurance is not invalidated
thereby.

         8.7 INDEMNITY. Except for Lessor's gross negligence or willful
misconduct, Lessee shall indemnify, protect, defend and hold harmless the
Premises, Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders, from and against any and all claims, loss of rents and/or damages,
liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out of, involving, or in connection with, the use and/or
occupancy of the Premises by Lessee. If any action or proceeding is brought
against Lessor by reason of any of the foregoing matters, Lessee shall upon
notice defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not
have first paid any such claim in order to be defended or indemnified.

         8.8 EXEMPTION OF LESSOR FROM LIABILITY. Notwithstanding the negligence
of this Lease by Lessor or its agents, neither Lessor nor its agents shall be
liable under any circumstances for: (i) for injury or damage to the person or
goods, wares, merchandise or other property of Lessee, Lessee's employees,
contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water or rain, indoor air quality, the presence of mold or
from breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, or from other sources or places. (ii) any damages arising from any act or
neglect of any other tenant of Lessor or from failure of Lessor or its agents to
enforce the provisions of any other lease in the Project, or (iii) injury to
Lessee's business or for any loss of income or profit therefrom. Instead, it is
intended that Lessee's sole recourse in the event of such damages or injury be
to file a claim on the insurance policy(ies) that Lessee is required to maintain
pursuant to the provisions of paragraph 8.

         8.9 FAILURE TO PROVIDE INSURANCE. Lessee acknowledges that any failure
on its part to obtain or maintain the insurance required herein will expose
Lessor to risks and potentially cause Lessor to incur costs not contemplated by
this Lease, the extent of which will extremely difficult to ascertain.
Accordingly, for any month or portion thereof that Lessee does not maintain the
required insurance and/or does not provide Lessor with the required binders or
certificates evidencing the existence of the required insurance, the Base Rent
shall be automatically increased, without any requirement for notice to Lessee,
by an amount equal to 10% of the then existing Base Rent or $100, whichever is
greater. The parties agree that such increase in Base Rent represents fair and
reasonable compensation for the additional risk/costs that Lessor will incur by
reason of Lessee's failure to maintain such insurance, prevent the exercise of
any of the other rights and remedies granted hereunder, nor relieve Lessee of
its obligation to maintain the insurance specified in this Lease.

9. DAMAGE OR DESTRUCTION.

         9.1 DEFINITIONS.

                  (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction
         to the improvements on the Premises, other than Lessee Owned
         Alterations and Utility Installations, which can reasonably be repaired
         in six (6) months or less from the date of the damage or destruction.
         Lessor shall notify Lessee in writing within thirty (30) days from the
         date of the damage or destruction as to whether or not the damage is
         Partial or Total. Notwithstanding the foregoing, Premises Partial
         Damage shall not include damage to windows, doors, and/or other similar
         items which Lessee has the responsibility to repair or replace pursuant
         to the provisions of Paragraph 7.1.

                  (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or
         destruction to the Premises, other than Lessee Owned Alterations and
         Utility Installations and Trade Fixtures, which cannot reasonably be
         repaired in six (6) months or less from the date of the damage or


                                      -12-
<PAGE>

         destruction. Lessor shall notify Lessee in writing within thirty (30)
         days from the date of the damage or destruction as to whether or not
         the damage is Partial or Total.

                  (c) "INSURED LOSS" shall mean damage or destruction to
         improvements on the Premises, other than Lessee Owned Alterations and
         Utility Installations and Trade Fixtures, which was caused by an event
         required to be covered by the insurance described in Paragraph 8.3(a),
         irrespective of any deductible amounts or coverage limits involved.

                  (d) "REPLACEMENT COST" shall mean the cost to repair or
         rebuild the improvements owned by Lessor at the time of the occurrence
         to their condition existing immediately prior thereto, including
         demolition, debris removal and upgrading required by the operation of
         Applicable Requirements, and without deduction for depreciation.

                  (e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence
         or discovery of a condition involving the presence of, or a
         contamination by, a Hazardous Substance as defined in Paragraph 6.2(a),
         in, on, or under the Premises.

         9.2 PARTIAL DAMAGE-INSURED LOSS. If a Premises Partial Damage that is
an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to repair
of which is $10,000 or less, and, in such event, Lessor shall make any
applicable insurance proceeds available to Lessee on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in
force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds (except as to
the deductible which is Lessee's responsibility) as and when required to
complete said repairs. In the event, however, such shortage was due to the fact
that, by reason of the unique nature of the improvements, full replacement cost
insurance coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage in insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within ten (10) days
following receipt of written notice of such shortage and request therefor. If
Lessor receives said funds or adequate assurance thereof within said ten (10)
day period, the party responsible for making the repairs shall complete them as
soon as reasonably possible and this Lease shall remain in full force and
effect. If such funds or assurance are not received, Lessor may nevertheless
elect by written notice to Lessee within ten (10) days thereafter to: (i) make
such restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and
effect; (ii) have this Lease terminate thirty (30) days thereafter. Lessee shall
not be entitled to reimbursement of any funds contributed by Lessee to repair
any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be
some insurance coverage, but the net proceeds of any such insurance shall be
made available for the repairs if made by either Party.

         9.3 PARTIAL DAMAGE-UNINSURED LOSS. If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of the occurrence of such
damage. Such termination shall be effective sixty (60) days following the date
of such notice. In the event Lessor elects to terminate this Lease, Lessee shall
have the right within ten (10) days after receipt of the termination notice to
give written notice to Lessor of Lessee's commitment to pay for the repair of
such damage without reimbursement from Lessor. Lessee shall provide Lessor with
said funds or satisfactory assurance thereof within thirty (30) days after
making such commitment. In such event this Lease shall continue in full force
and effect, and Lessor shall proceed to make such repairs as soon as reasonably
possible after the required funds are available. If Lessee does not make the
required commitment, this Lease shall terminate as of the date specified in the
termination notice.

         9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate sixty (60) days
following such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.


                                      -13-
<PAGE>

         9.5 DAMAGE NEAR END OF TERM. If at any time during the last six (6)
months of this Lease there is damage for which the cost to repair exceeds one
(1) month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease effective sixty (60) days following the date of occurrence of such damage
by giving a written termination notice to Lessee within thirty (30) days after
the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee
at that time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by, (a) exercising such option and
(b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of (i)
the date which is ten (10)days after Lessee's receipt of Lessor's written notice
purporting to terminate this Lease, or (ii) the day prior to the date upon which
such option expires. If Lessee duly exercises such option during such period and
provides Lessor with funds (or adequate assurance thereof) to cover any shortage
in insurance proceeds, Lessor shall, at Lessor's commercially reasonable
expense, repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and
provide such funds or assurance during such period, then this Lease shall
terminate on the date specified in the termination notice and Lessee's option
shall be extinguished.

         9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES .

                  (a) ABATEMENT. In the event of Premises Partial Damage or
         Premises Total Destruction or a Hazardous Substance Condition for which
         Lessee is not responsible under this Lease, the Rent payable by Lessee
         for the period required for the repair, remediation or restoration of
         such damage shall be abated in proportion to the degree to which
         Lessee's use of the Premises is impaired, but not to exceed the
         proceeds received from the Rental Value insurance. All other
         obligations of Lessee hereunder shall be performed by Lessee, and
         Lessor shall have no liability for any such damage, destruction,
         remediation, repair or restoration except as provided herein.

                  (b) REMEDIES. If Lessor shall be obligated to repair or
         restore the Premises and does not commence, in a substantial and
         meaningful way, such repair or restoration within ninety (90) days
         after such obligation shall accrue, Lessee may, at any time prior to
         the commencement of such repair or restoration, give written notice to
         Lessor and to any Lenders of which Lessee has actual notice, of
         Lessee's election to terminate this Lease on a date not less than sixty
         (60) days following the giving of such notice. If Lessee gives such
         notice and such repair or restoration is not commenced within thirty
         (30) days thereafter, this Lease shall terminate as of the date
         specified in said notice. If the repair or restoration is commenced
         within said thirty (30) days, this Lease shall continue in full force
         and effect. "COMMENCE " shall mean either the unconditional
         authorization of the preparation of the required plans, or the
         beginning of the actual work on the Premises, whichever first occurs.

         9.7 TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be
made concerning advance Base Rent and any other advance payments made by Lessee
to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
Security Deposit as has not been, or is not then required to be, used by Lessor.

10. REAL PROPERTY TAXES.

         10.1 DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term
"REAL PROPERTY TAXES " shall include any form of assessment; real estate,
general, special, ordinary or extraordinary, or rental levy or tax (other than
inheritance, personal income or estate taxes); improvement bond; and/or license
fee imposed upon or levied against any legal or equitable interest of Lessor in
the Premises, Lessor's right to other income therefrom, and/or Lessor's business
of leasing, by any authority having the direct or indirect power to tax and
where the funds are generated with reference to the Building address and where
the proceeds so generated are to be applied by the city, county or other local
taxing authority of a jurisdiction within which the Premises are located. Real
Property Taxes shall also include any tax, fee, levy, assessment or charge, or
any increase therein; (i) imposed by reason of events occurring during the term


                                      -14-
<PAGE>

of this Lease, including but not limited to, a change in the ownership of the
Premises, and (ii) levied or assessed on machinery or equipment provided by
Lessor to Lessee pursuant to this Lease.

         10.2 PAYMENT OF TAXES. In addition to Base Rent, Lessee shall pay to
Lessor an amount equal to the Real Property Taxes installment due at least
twenty (20) days prior to applicable delinquency date. If any such installment
shall cover any period of time prior to or after the expiration or termination
of this Lease, Lessee's share of such installment shall be prorated. In the
event Lessee incurs a late charge on any Rent payment, Lessor may estimate the
current Real Property Taxes, and require that such taxes be paid in advance to
Lessor by Lessee monthly in advance with the payment of the Base Rent. Such
monthly payments shall be an amount equal to the amount of the estimated
installment of taxes divided by the number of months remaining before the month
in which said installment becomes delinquent. When the actual mount of the
applicable tax bill is known, the amount of such equal monthly advance payments
shall be adjusted as required to provide the funds needed to pay the applicable
taxes. If the amount collected by Lessor is insufficient to pay such Real
Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional
sum as is necessary. Advance payments may be intermingled with other moneys of
Lessor and shall not bear interest. In the event of a Breach by Lessee in the
performance of its obligations under this Lease, then any such advance payments
may be treated by Lessor as an additional Security Deposit.

         10.3 JOINT ASSESSMENT. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the Real Property Taxes
for all of the land and improvements included within the tax parcel assessed;
such proportion to be conclusively determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available.

         10.4 PERSONAL PROPERTY TAXES. Lessee shall pay, prior to delinquency,
all taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee. When possible, Lessee shall cause such property to be assessed and
billed separately from the real property of Lessor. If any of Lessee's said
personal property shall be assessed with Lessor's real property, Lessee shall
pay Lessor the taxes attributable to Lessee's property within ten (10) days
after receipt of a written statement.

11. UTILITIES AND SERVICES. Lessee shall pay for all water, gas, heat, light,
power, telephone, trash disposal and other utilities and services supplied to
the Premises, together with any taxes thereon. If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be
determined by Lessor, of all charges jointly metered or billed. There shall be
no abatement of rent and Lessor shall not be liable in any respect whatsoever
for the inadequacy, stoppage, interruption or discontinuance of any utility or
service due to riot, strike, labor dispute, breakdown, accident, repair or other
cause beyond Lessor's reasonable control or in cooperation with governmental
request or directions.

12. ASSIGNMENT AND SUBLETTING.

         12.1 LESSOR'S CONSENT REQUIRED.

                  (a) Lessee shall not voluntarily or by operation of law
         assign, transfer, mortgage or encumber (collectively, "assign OR
         ASSIGNMENT ") or sublet all or any part of Lessee's interest in this
         Lease or in the Premises without Lessor's prior written consent, which
         shall not be unreasonably withheld.

                  (b) Unless Lessee is a corporation and its stock is publicly
         traded on a national stock exchange, a change in the control of Lessee
         shall constitute an assignment requiring consent. The transfer, on a
         cumulative basis, of twenty-five percent (25%) or more of the voting
         control of Lessee shall constitute a change in control for this
         purpose.

                  (c) The involvement of Lessee or its assets in any
         transaction, or series of transactions (by way of merger, sale,
         acquisition, financing, transfer, leveraged buy-out or otherwise),
         whether or not a formal assignment or hypothecation of this Lease or
         Lessee's assets occurs, which results or will result in a reduction of


                                      -15-
<PAGE>

         the Net Worth of Lessee by an amount greater than twenty-five percent
         (25%) of such Net Worth as it was represented at the time of the
         execution of this Lease or at the time of the most recent assignment to
         which Lessor has consented, or as it exists immediately prior to said
         transaction or transactions constituting such reduction, whichever was
         or is greater, shall be considered an assignment of this Lease to which
         Lessor may withhold its consent. " NET WORTH OF LESSEE " shall mean the
         net worth of Lessee (excluding any guarantors) established under
         generally accepted accounting principles.

                  (d) An assignment or subletting without consent shall, at
         Lessor's option, be a Default curable after notice per Paragraph
         13.1(c), or a noncurable Breach without the necessity of any notice and
         grace period. If Lessor elects to treat such unapproved assignment or
         subletting as a noncurable Breach, Lessor may either: (i) terminate
         this Lease, or (ii) upon thirty (30) days written notice, increase the
         monthly Base Rent to one hundred ten percent (110%) of the Base Rent
         then in effect. Further, in the event of such Breach and rental
         adjustment, (i) the purchase price of any option to purchase the
         Premises held by Lessee shall be subject to similar adjustment to one
         hundred ten percent (110%) of the price previously in effect, and (ii)
         all fixed and non-fixed rental adjustments scheduled during the
         remainder of the Lease term shall be increased to One Hundred Ten
         Percent (110%) of the scheduled adjusted rent.

                  (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor
         shall be limited to compensatory damages and/or injunctive relief.

                  (f) Lessor may reasonably withhold consent to proposed
         assignment or subletting if Lessee is in Default at the time consent is
         requested.

                  (g) Notwithstanding the foregoing, allowing a de minimis
         portion of the Premises, i.e. 20 square feet or less, to be used by a
         third party vendor in connection with the installation of a vending
         machine or payphone shall not constitute a subletting.

         12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

                  (a) Regardless of Lessor's consent, any assignment or
         subletting shall not: (i) be effective without the express written
         assumption by such assignee or sublessee of the obligations of Lessee
         under this Lease, (ii) release Lessee of any obligations hereunder, or
         (iii) alter the primary liability of Lessee for the payment of Rent or
         for the performance of any other obligations to be performed by Lessee.

                  (b) Lessor may accept Rent or performance of Lessee's
         obligations from any person other than Lessee pending approval or
         disapproval of an assignment. Neither a delay in the approval or
         disapproval of such assignment nor the acceptance of Rent or
         performance shall constitute a waiver or estoppel of Lessor's right to
         exercise its remedies for Lessee's Default or Breach.

                  (c) Lessor's consent to any assignment or subletting shall not
         constitute a consent to any subsequent assignment or subletting.

                  (d) In the event of any Default or Breach by Lessee, Lessor
         may proceed directly against Lessee, any Guarantors or anyone else
         responsible for the performance of Lessee's obligations under this
         Lease, including any assignee or sublessee, without first exhausting
         Lessor's remedies against any other person or entity responsible
         therefore to Lessor, or any security held by Lessor.

                  (e) Each request for consent to an assignment or subletting
         shall be in writing, accompanied by information relevant to Lessor's
         determination as to the financial and operational responsibility and
         appropriateness of the proposed assignee or sublessee, including but
         not limited to the intended use and/or required modification of the
         Premises, of any, together with a few of $500 as consideration for
         Lessor's considering and processing said request. Lessee agrees to
         provide Lessor with such other or additional information and/or
         documentation as may be reasonably requested. (See also Paragraph 36)


                                      -16-
<PAGE>

                  (f) Any assignee of, or sublessee under, this Lease shall, by
         reason of accepting such assignment or entering into such sublease, be
         deemed to have assumed and agreed to conform and comply with each and
         every term, covenant, condition and obligation herein to be observed or
         performed by Lessee during the term of said assignment or sublease,
         other than such obligations as are contrary to or inconsistent with
         provisions of an assignment or sublease to which Lessor has
         specifically consented to in writing.

                  (g) Lessor's consent to any assignment or subletting shall not
         transfer to the assignee or sublessee any Option granted to the
         original Lessee by this Lease unless such transfer is specifically
         consented to by Lessor in writing. (See Paragraph 39.2)

         12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

                  (a) Lessee hereby assigns and transfers to Lessor all of
         Lessee's interest in all Rent payable on any sublease, and Lessor may
         collect such Rent and apply same toward Lessee's obligations under this
         Lease; provided, however, that until a Breach shall occur in the
         performance of Lessee's obligations, Lessee may collect said Rent.
         Lessor shall not, by reason of the foregoing or any assignment of such
         sublease, nor by reason of the collection of Rent, be deemed liable to
         the sublessee for any failure of Lessee to perform and comply with any
         of Lessee's obligations to such sublessee. Lessee hereby irrevocably
         authorizes and directs any such sublessee, upon receipt of a written
         notice from Lessor stating that a Breach exists in the performance of
         Lessee's obligations under this Lease, to pay to Lessor all Rent due
         and to become due under the sublease. Sublessee shall rely upon any
         such notice from Lessor and shall pay all Rents to Lessor without any
         obligation or right to inquire as to whether such Breach exists,
         notwithstanding any claim from Lessee to the contrary.

                  (b) In the event of a Breach by Lessee, Lessor may, at its
         option, require sublessee to attorn to Lessor, in which event Lessor
         shall undertake the obligations of the sublessor under such sublease
         from the time of the exercise of said option to the expiration of such
         sublease; provided, however, Lessor shall not be liable for any prepaid
         rents or security deposit paid by such sublessee to such sublessor or
         for any prior Defaults or Breaches of such sublessor.

                  (c) Any matter requiring the consent of the sublessor under a
         sublease shall also require the consent of Lessor.

                  (d) No sublessee shall further assign or sublet all or any
         part of the Premises without Lessor's prior written consent.

                  (e) Lessor shall deliver a copy of any notice of Default or
         Breach by Lessee to the sublessee, who shall have the right to cure the
         Default of Lessee within the grace period, if any, specified in such
         notice. The sublessee shall have a right of reimbursement and offset
         from and against Lessee for any such Defaults cured by the sublessee.

13. DEFAULT; BREACH; REMEDIES .

         13.1 DEFAULT; BREACH. A " DEFAULT " is defined as a failure by the
Lessee to comply with or perform any of the terms, covenants, conditions or
rules under this Lease. A " BREACH " is defined as the occurrence of one or more
of the following Defaults, and the failure of Lessee to cure such Default within
any applicable grace period:

                  (a) The abandonment of the Premises; or the vacating of the
         Premises without providing a commercially reasonable level of security,
         or where the coverage of the property insurance described in Paragraph
         8.3 is jeopardized as a result thereof, or without providing reasonable
         assurances to minimize potential vandalism.


                                      -17-
<PAGE>

                  (b) The failure of Lessee to make any payment of Rent or any
         Security Deposit required to be made by Lessee hereunder, whether to
         Lessor or to a third party, when due, to provide reasonable evidence of
         insurance or surety bond, or to fulfill any obligation under this Lease
         which endangers or threatens life or property, where such failure
         continues for a period of three (3) business days following written
         notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT
         OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S
         RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.

                  (c) The failure of Lessee to allow Lessor and/or its agents
         access to the Premises or the commission of waste, act or acts
         constituting public or private nuisance, and /or an illegal activity on
         the Premises by Lessee, where such actions continue for a period of
         three (3) business days following written notice to potential
         vandalism.

                  (d) The failure by Lessee to provide (i) reasonable written
         evidence of compliance with Applicable Requirements, (ii) the service
         contracts, (iii) the rescission of an unauthorized assignment or
         subletting, (iv) a Estoppel Certificate, (v) a requested subordination,
         (vi) evidence concerning any guaranty and/or Guarantor, (vii) any
         document requested under Paragraph 42 (easements), or (viii) any other
         documentation or information which Lessor may reasonably require of
         Lessee under the terms of this Lease, where any such failure continues
         for a period of ten (10) days following written notice to Lessee.

                  (e) A Default by Lessee as to the terms, covenants, conditions
         or provisions of this Lease, or of the rules adopted under Paragraph 40
         hereof, other than those described in subparagraphs 13.1(a), (b) or
         (c), above, where such Default continues for a period of thirty (30)
         days after written notice; provided, however, that if the nature of
         Lessee's Default is such that more than thirty (30) days are reasonably
         required for its cure, then it shall not be deemed to be a Breach if
         Lessee commences such cure within said thirty (30) day period and
         thereafter diligently prosecutes such cure to completion.

                  (f) The occurrence of any of the following events: (i) the
         making of any general arrangement or assignment for the benefit of
         creditors; (ii) becoming a " DEBTOR " as defined in 11 U.S.C. Section
         101 or any successor statute thereto (unless, in the case of a petition
         filed against Lessee, the same is dismissed within sixty (60) days);
         (iii) the appointment of a trustee or receiver to take possession of
         substantially all of Lessee's assets located at the Premises or of
         Lessee's interest in this Lease, where possession is not restored to
         Lessee within thirty (30) days; or (iv) the attachment, execution or
         other judicial seizure of substantially all of Lessee's assets located
         at the Premises or of Lessee's interest in this Lease, where such
         seizure is not discharged within thirty (30) days; provided, however,
         in the event that any provision of this subparagraph 13.1 (e) is
         contrary to any applicable law, such provision shall be of no force or
         effect, and not affect the validity of the remaining provisions.

                  (g) The discovery that any financial statement of Lessee or of
         any Guarantor given to Lessor was materially false.

                  (h) If the performance of Lessee's obligations under this
         Lease is guaranteed: (i) the death of a Guarantor; (ii) the termination
         of a Guarantor's liability with respect to this Lease other than in
         accordance with the terms of such guaranty; (iii) a Guarantor's
         becoming insolvent or the subject of a bankruptcy filing; (iv) a
         Guarantor's refusal to honor the guaranty; or (v) a Guarantor's breach
         of its guaranty obligation on an anticipatory basis, and Lessee's
         failure, within sixty (60) days following written notice of any such
         event, to provide written alternative assurance or security, which,
         when coupled with the then existing resources of Lessee, equals or
         exceeds the combined financial resources of Lessee and the Guarantors
         that existed at the time of execution of this Lease.

         13.2 REMEDIES. If Lessee fails to perform any of its affirmative duties
or obligations, within ten (10) days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or
obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs


                                      -18-
<PAGE>

and expenses incurred by Lessor in such performance upon receipt of invoice
therefor. In the event of a Breach, Lessor may, with or without further notice
or demand, and without limiting Lessor in the exercise of any right or remedy
which Lessor may have by reason of such Breach:

                  (a) Terminate Lessee's right to possession of the Premises by
         any lawful means, in which case this Lease shall terminate and Lessee
         shall immediately surrender possession to Lessor. In such event Lessor
         shall be entitled to recover from Lessee: (i) the unpaid Rent which had
         been earned at the time of termination; (ii) the worth at the time of
         award of the amount by which the unpaid rent which would have been
         earned after termination until the time of award exceeds the amount of
         such rental loss that the Lessee proves could have been reasonably
         avoided; (iii) 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 such rental loss that the Lessee proves could be
         reasonably avoided; and (iv) any other amount necessary to compensate
         Lessor for all the detriment proximately caused by the Lessee's failure
         to perform its obligations under this Lease or which in the ordinary
         course of things would be likely to result therefrom, including but not
         limited to the cost of recovering possession of the Premises, expenses
         of reletting, including necessary renovation and alteration of the
         Premises, reasonable attorneys' fees, and that portion of any leasing
         commission paid by Lessor in connection with this Lease applicable to
         the unexpired term of this Lease. The worth at the time of award of the
         amount referred to in provision (iii) of the immediately preceding
         sentence shall be computed by discounting such amount at the discount
         rate of the Federal Reserve Bank of the District within which the
         Premises are located at the time of award plus one percent (1%).
         Efforts by Lessor to mitigate damages caused by Lessee's Breach of this
         Lease shall not waive Lessor's right to recover damages under Paragraph
         12. If termination of this Lease is obtained through the provisional
         remedy of unlawful detainer, Lessor shall have the right to recover in
         such proceeding any unpaid Rent and damages as are recoverable therein,
         or Lessor may reserve the right to recover all or any part thereof in a
         separate suit. If a notice and grace period required under Paragraph
         13.1 was not previously given, a notice to pay rent or quit, or to
         perform or quit given to Lessee under the unlawful detainer statute
         shall also constitute the notice required by Paragraph 13.1. In such
         case, the applicable grace period required by Paragraph 13.1 and the
         unlawful detainer statute shall run concurrently, and the failure of
         Lessee to cure the Default within the greater of the two such grace
         periods shall constitute both an unlawful detainer and a Breach of this
         Lease entitling Lessor to the remedies provided for in this Lease
         and/or by said statute.

                  (b) Continue the Lease and Lessee's right to possession and
         recover the Rent as it becomes due, in which event Lessee may sublet or
         assign, subject only to reasonable limitations. Acts of maintenance,
         efforts to relet, and/or the appointment of a receiver to protect the
         Lessor's interests, shall not constitute a termination of the Lessee's
         right to possession.

                  (c) Pursue any other remedy now or hereafter available under
         the laws or judicial decisions of the state wherein the Premises are
         located. The expiration or termination of this Lease and/or the
         termination of Lessee's right to possession shall not relieve Lessee
         from liability under any indemnity provisions of this Lease as to
         matters occurring or accruing during the term hereof or by reason of
         Lessee's occupancy of the Premises.

         13.3 INDUCEMENT RECAPTURE. Any agreement for free or abated rent or
other charges, or for the giving or paying by Lessor to or for Lessee of any
cash or other bonus, inducement or consideration for Lessee's entering into this
Lease, all of which concessions are hereinafter referred to as " INDUCEMENT
PROVISIONS, " shall be deemed conditioned upon Lessee's full and faithful
performance of all of the terms, covenants and conditions of this Lease. Upon
Breach of this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleted from this Lease and of no further force or
effect, and any rent, other charge, bonus, inducement or consideration
theretofore abated, given or paid by Lessor under such an Inducement Provision
shall be immediately due and payable by Lessee to Lessor, notwithstanding any
subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or
the cure of the Breach which initiated the operation of this paragraph shall not
be deemed a waiver by Lessor of the provisions of this paragraph unless
specifically so stated in writing by Lessor at the time of such acceptance.


                                      -19-
<PAGE>

         13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease,
the exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within five (5) business days after such amount
shall be due, then, without any requirement for notice to Lessee, Lessee shall
pay to Lessor a one-time late charge equal to ten percent (10%) of each such
overdue amount or $100, whichever is greater. The Parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Lessor will
incur by reason of such late payment. Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's Default or Breach with respect
to such overdue amount, nor prevent the exercise of any of the other rights and
remedies granted hereunder. In the event that a late charge is payable
hereunder, whether or not collected, for three (3) consecutive installments of
Base Rent, then notwithstanding any provision of this Lease to the contrary,
Base Rent shall, at Lessor's option, become due and payable quarterly in
advance.

         13.5 INTEREST. Any monetary payment due Lessor hereunder, other than
late charges, not received by Lessor, when due as to scheduled payments (such as
Base Rent) or within thirty (30) days following the date on which it was due for
non-scheduled payment, shall bear interest from the date when due, as to
scheduled payments, or the thirty-first (31st) day after it was due as to
non-scheduled payments. The interest (" INTEREST ") charged shall be computed at
the rate of 10% per annum but shall not exceed the maximum rate allowed by law.
Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4.

         13.6 BREACH BY LESSOR.

                  (a) NOTICE OF BREACH. Lessor shall not be deemed in breach of
         this Lease unless Lessor fails within a reasonable time to perform an
         obligation required to be performed by Lessor. For purposes of this
         Paragraph, a reasonable time shall in no event be less than thirty (30)
         days after receipt by Lessor, and any Lender whose name and address
         shall have been furnished Lessee in writing for such purpose, of
         written notice specifying wherein such obligation of Lessor has not
         been performed; provided, however, that if the nature of Lessor's
         obligation is such that more than thirty (30) days are reasonably
         required for its performance, then Lessor shall not be in breach if
         performance is commenced within such thirty (30) day period and
         thereafter diligently pursued to completion.

                  (b) PERFORMANCE BY LESSEE ON BEHALF OF LESSOR. In the event
         that neither Lessor nor Lender cures said breach within thirty (30)
         days after receipt of said notice, or if having commenced said cure
         they do not diligently pursue it to completion, then Lessee may elect
         to cure said breach at Lessee's expense and offset from Rent the actual
         and reasonable cost to perform such cure, provided, however, that such
         offset shall not exceed an amount equal to the greater of one month's
         Base Rent or the Security Deposit, reserving Lessee's right to seek
         reimbursement from Lessor for any such expense in excess of such
         offset. Lessee shall document the cost of said cure and supply said
         documentation to Lessor.

14. CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively " CONDEMNATION "), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than ten percent (10%) of any building portion of the
Premises, or more than twenty-five percent (25%) of the land area portion of the
Premises not occupied by any building, is taken by Condemnation, Lessee may, at
Lessee's option, to be exercised in writing within ten (10) days after Lessor
shall have given Lessee written notice of such taking (or in the absence of such
notice, within ten (10) days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided,
however, that Lessee shall be entitled to any compensation for Lessee's
relocation expenses, loss of business goodwill and/or Trade Fixtures, without
regard to whether or not this Lease is terminated pursuant to the provisions of
this Paragraph. All Alterations and Utility Installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor. In the event that this Lease is not terminated by reason of
the Condemnation, Lessor shall repair any damage to the Premises caused by such
Condemnation.


                                      -20-
<PAGE>

15. BROKERS' FEE.

         15.1 ADDITIONAL COMMISSION. In addition to the payments owed pursuant
to Paragraph 1.9 above, and unless Lessor and the Brokers otherwise agree in
writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee
or anyone affiliated with Lessee acquires any rights to the Premises or other
premises owned by Lessor and located within the same Project, if any, within
which the Premises is located, (c) if Lessee remains in possession of the
Premises, with the consent of Lessor, after the expiration of this Lease, or (d)
if Base Rent is increased, whether by agreement or operation of an escalation
clause herein, then, Lessor shall pay Brokers a fee in accordance with the
schedule of said Brokers in effect at the time of the execution of this Lease.

         15.2 ASSUMPTION OF OBLIGATIONS. Any buyer or transferee of Lessor's
interest in this Lease shall be deemed to have assumed Lessor's obligation
hereunder. Each Broker shall be a third party beneficiary of the provisions of
Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts
due as and for commissions pertaining to this Lease when due, then such amounts
shall accrue Interest. In addition, if Lessor fails to pay any amounts to
Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and
Lessee of such failure and if Lessor fails to pay such amounts within ten (10)
days after said notice, Lessee shall pay said monies to its Broker and offset
such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a
third party beneficiary of any commission agreement entered into by and/or
between Lessor and Lessor's Broker for the limited purpose of collecting any
brokerage fee owed.

         15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. Lessee
and Lessor each represent and warrant to the other that it has had no dealings
with any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Lease, and that no one other than said named Brokers is
entitled to any commission or finder's fee in connection herewith. Lessee and
Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, and/or attorneys' fees reasonably incurred with respect thereto.

16. ESTOPPEL CERTIFICATES.

                  (a) Each Party (as " RESPONDING PARTY ") shall within ten (10)
         days after written notice from the other Party (the "REQUESTING PARTY")
         execute, acknowledge and deliver to the Requesting Party a statement in
         writing in form similar to the then most current "ESTOPPEL CERTIFICATE"
         form published by the American Industrial Real Estate Association, plus
         such additional information, confirmation and/or statements as may be
         reasonably requested by the Requesting Party.

                  (b) If the Responding Party shall fail to execute or deliver
         the Estoppel Certificate within such ten day period, the Requesting
         Party may execute an Estoppel Certificate stating that: (i) the Lease
         is in full force and effect without modification except as may be
         represented by the Requesting Party, (ii) there are no uncured defaults
         in the Requesting Party's performance, and (iii) if Lessor is the
         Requesting Party, not more than one month's Rent has been paid in
         advance. Prospective purchasers and encumbrancers may rely upon the
         Requesting Party's Estoppel Certificate, and the Responding Party shall
         be estopped from denying the truth of the facts contained in said
         Certificate.

                  (c) If Lessor desires to finance, refinance, or sell the
         Premises, or any part thereof, Lessee and all Guarantors shall deliver
         to any potential lender or purchaser designated by Lessor such
         financial statements as may be reasonably required by such lender or
         purchaser, including, but not limited to, Lessee's financial statements
         for the past three (3) years. All such financial statements shall be
         received by Lessor and such lender or purchaser in confidence and shall
         be used only for the purposes herein set forth.


                                      -21-
<PAGE>

17. DEFINITION OF LESSOR. The term " LESSOR" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, or, if this
is a sublease, of the Lessee's interest in the prior lease. In the event of a
transfer of Lessor's title or interest in the Premises or this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid, the
prior Lessor shall be relieved of all liability with respect to the obligations
and/or covenants under this Lease thereafter to be performed by the Lessor.
Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined.

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

19. DAYS. Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20. LIMITATION ON LIABILITY. Subject to the provisions of Paragraph 17 above,
the obligations of Lessor under this Lease shall not constitute personal
obligations of Lessor, the individual partners of Lessor or its or their
individual partners, directors, officers or shareholders, and Lessee shall look
to the Premises, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse
against the individual partners of Lessor, or its or their individual partners,
directors, officers or shareholders, or any of their personal assets for such
satisfaction.

21. TIME OF ESSENCE. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

22. NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that it has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party.

23. NOTICES.

         23.1 NOTICE REQUIREMENTS. All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by courier)
or may be sent by regular, certified or registered mail or U.S. Postal Service
Express Mail, with postage prepaid, or by facsimile transmission, and shall be
deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted adjacent to a Party's signature on this Lease shall be that
Party's address for delivery or mailing of notices. Either Party may by written
notice to the other specify a different address for notice, except that upon
Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.

         23.2 DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given seventy-two (72) hours after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed given twenty-four (24) hours after
delivery of the same to the Postal Service or courier. Notices transmitted by
facsimile transmission or similar means shall be deemed delivered upon telephone
confirmation of receipt, provided a copy is also delivered via delivery or mail.
If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received on the next business day.


                                      -22-
<PAGE>

24. WAIVERS.

         (a) No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof by Lessee, shall
be deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default or Breach by Lessee of the same or of any other term,
covenant or condition hereof. Lessor's consent to, or approval of, any act shall
not be deemed to render unnecessary to obtaining of Lessor's consent to, or
approval of, any subsequent or similar act by Lessee, or be construed as the
basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent.

         (b) The acceptance of Rent by Lessor shall not be a waiver of any
Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on
account of monies or damages due Lessor, notwithstanding any qualifying
statements or conditions made by Lessee in connection therewith, which such
statements and/or conditions shall be of no force or effect whatsoever unless
specifically agreed to in writing by Lessor at or before the time of deposit of
such payment.

          (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH
REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY
PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUE IS INCONSISTENT WITH
THIS LEASE.

25. DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.

         (a) When entering into a discussion with a real estate agent regarding
a real estate transaction, a Lessor or Lessee should from the outset understand
what type of agency relationship or representation it has with the agent or
agents in the transaction. Lessor and Lessee acknowledge being advised by the
Brokers in this transaction, as follows:

                  (i) LESSOR'S AGENT. A Lessor's agent under a listing agreement
with the Lessor acts as the agent for the Lessor only. A Lessor's agent or
subagent has the following affirmative obligations: To the Lessor: A fiduciary
duty of utmost care, integrity, honesty, and loyalty in dealings with the
Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills
and care in performance of the agent's duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent
materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information
obtained from the other Party which does not involve the affirmative duties set
forth above.

                  (ii) LESSEE'S AGENT. An agent can agree to act as agent for
the Lessee only. In these situations, the agent is not the Lessor's agent, even
if by agreement the agent may receive compensation for services rendered, either
in full or in part from the Lessor. An agent acting only for a Lessee has the
following affirmative obligations. To the Lessee: A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee
and the Lessor: a. Diligent exercise of reasonable skills and care in
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith. c. A duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.

                  (iii) AGENT REPRESENTING BOTH LESSOR AND LESSEE. A real estate
agent, either acting directly or through one or more associate licenses, can
legally be the agent of both the Lessor and the Lessee in a transaction, but
only with the knowledge and consent of both the Lessor and the Lessee. In a dual
agency situation, the agent has the following affirmative obligations to both
the Lessor and the Lessee. a. A fiduciary duty of utmost care, integrity,
honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other
duties to the Lessor and the Lessee as stated above in subparagraphs (i) or
(ii). In representing both Lessor and Lessee, the agent may not without the
express permission of the respective Party, disclose to the other Party that the
Lessor will accept rent in an amount less than that indicated in the listing or
that the Lessee is willing to pay a higher rent than that offered. The above


                                      -23-
<PAGE>

duties of the agent in a real estate transaction do not relieve a Lessor or
Lessee from the responsibility to protect their own interests. Lessor and Lessee
should carefully read all agreements to assure that they adequately express
their understanding of the transaction. A real estate agent is a person
qualified to advice about real estate. If legal or tax advice is desired,
consult a competent professional.

         (b) Brokers have no responsibility with respect to any default or
breach hereof by either Party. The Parties agree that no lawsuit or other legal
proceeding involving any breach of duty, error or omission relating to this
Lease may be brought against Broker more than one year after the Start Date and
that the liability (including court costs and attorney's fees), of any Broker
with respect to any such lawsuit and/or legal proceeding shall not exceed the
fee received by such Broker pursuant to this Lease; provided, however, that the
foregoing limitation on each Broker's liability shall not be applicable to any
gross negligence or willful misconduct of such Broker.

         (c) Lessor and Lessee agree to identify to Brokers as "Confidential"
any communication or information given to Brokers that is considered by such
Party to be Confidential.

26. NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to
one hundred fifty percent (150%) of the Base Rent applicable during the month
immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Lessor to any holding over by Lessee.

27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of this
Lease to be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.

29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

         30.1 SUBORDINATION. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, " SECURITY DEVICE "), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lessor's Lender") shall have no liability or obligation to
perform any of the obligations of Lessor under this Lease. Any Lender may elect
to have this Lease and/or any Option granted hereby superior to the lien of its
Security Device by giving written notice thereof to Lessee, whereupon this Lease
and such Options shall be deemed prior to such Security Device, notwithstanding
the relative dates of the documentation or recordation thereof.

         30.2 ATTORNMENT. In the event that Lessor transfers title to the
Premises, or the Premises are acquired by another upon the foreclosure or
termination of a Security Device to which this Lease is subordinated (i) Lessee
shall, subject to the non-disturbance provisions of Paragraph 30.3, Lessee
agrees to attorn to a such a new owner, and upon request, enter into a new
lease, containing all of the terms and provisions of this Lease, with such new
owner for the remainder of the term hereof, or, at the election of the new
owner, this Lease will automatically become a new lease between Lessee and such
new owner, and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume all of Lessor's


                                      -24-
<PAGE>

obligations, except that such new owner shall not: (a) be liable for any act or
omission of any prior lessor or with respect to events occurring prior to
acquisition of ownership; (b) be subject to any offsets or defenses which Lessee
might have against any prior lessor, (c) be bound by prepayment of more than one
(1) month's rent, or (d) be liable for the return of any security deposit paid
to any prior lessor which was not paid or credited to such new owner.

         30.3 NON-DISTURBANCE. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance
agreement (a " NON-DISTURBANCE AGREEMENT ") from the Lender which
Non-Disturbance Agreement provides that Lessee's possession of the Premises, and
this Lease, including any options to extend the term hereof, will not be
disturbed so long as Lessee is not in Breach hereof and attorns to the record
owner of the Premises. Further, within sixty (60) days after the execution of
this Lease, Lessor shall use its commercially reasonable efforts to obtain a
Non-Disturbance Agreement from the holder of any pre-existing Security Device
which is secured by the Premises. In the event that Lessor is unable to provide
the Non-Disturbance Agreement within said sixty (60) days, then Lessee may, at
Lessee's option, directly contact Lessor's lender and attempt to negotiate for
the execution and delivery of a Non-Disturbance Agreement.

         30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30
shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of the Premises, Lessee and Lessor shall execute
such further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding
involving the Premises to enforce the terms hereof or to declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or
not such action or proceeding is pursued to decision or judgment. The term, "
PREVAILING PARTY " shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be, whether
by compromise, settlement, judgment, or the abandonment by the other Party or
Broker of its claim or defense. The attorneys' fees award shall not be computed
in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be
entitled to attorneys' fees, costs and expenses incurred in the preparation and
service of notices of Default and consultations in connection therewith, whether
or not a legal action is subsequently commenced in connection with such Default
or resulting Breach ($200 is a reasonable minimum per occurrence for such
services and consultation).

32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise at reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or tenants, and making such alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary
or desirable and the erecting, using and maintaining of utilities, services,
pipes and conduits through the Premises and/or other premises as long as there
is no material adverse effect to Lessee's use of the Premises. All such
activities shall be without abatement of rent or liability to Lessee.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any auction
upon the Premises without Lessor's prior written consent. Lessor shall not be
obligated to exercise any standard of reasonableness in determining whether to
permit an auction.

34. SIGNS. Lessor may place on the Premises ordinary "FOR SALE" signs at any
time and ordinary "FOR LEASE" signs during the last six (6) months of the term
hereof. Except for ordinary "for sublease" signs, Lessee shall not place any
sign upon the Premises without Lessor's prior written consent. All signs must
comply with all Applicable Requirements.

35. TERMINATION; MERGER. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the


                                      -25-
<PAGE>

Premises; provided, however, that Lessor may elect to continue any one or all
existing subtenancies. Lessor's failure within ten (10) days following any such
event to elect to the contrary by written notice to the holder of any such
lesser interest, shall constitute Lessor's election to have such event
constitute the termination of such interest.

36. CONSENTS. Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor'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 Lessee for any Lessor consent, including, but not limited to,
consents to an assignment, a subletting or the presence or use of a Hazardous
Substance, shall be paid by Lessee upon receipt of an invoice and supporting
documentation therefor. Lessor's consent to any act, assignment or subletting
shall not constitute an acknowledgment that no Default or Breach by Lessee of
this Lease exists, nor shall such consent be deemed a waiver of any then
existing Default or Breach, except as may be otherwise specifically stated in
writing by Lessor at the time of such consent. The failure to specify herein any
particular condition to Lessor's consent shall not preclude the imposition by
Lessor 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. In the event that either Party disagrees with any determination made by
the other hereunder and reasonably requests the reasons for such determination,
the determining party shall furnish its reasons in writing and in reasonable
detail within ten (10) business days following such request.

37. GUARANTOR.

         37.1 EXECUTION. The Guarantors, if any, shall each execute a guaranty
in the form most recently published by the American Industrial Real Estate
Association, and each such Guarantor shall have the same obligations as Lessee
under this Lease.

         37.2 DEFAULT. It shall constitute a Default of the Lessee if any
Guarantor fails or refuses, upon request to provide: (a) evidence of the
execution 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) a
Estoppel Certificate, or (d) written confirmation that the guaranty is still in
effect.

38. QUIET POSSESSION. Subject to payment by Lessee of the Rent and performance
of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39. OPTIONS. If Lessee is granted an Option, as defined below, then the
following provisions shall apply:

         39.1 DEFINITION. "OPTION " shall mean: (a) the right to extend the term
of or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

         39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE. Each Option granted to Lessee
in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and, if requested by Lessor, with
Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.

         39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple
Options to extend or renew this Lease, a later Option cannot be exercised unless
the prior Options have been validly exercised.

         39.4 EFFECT OF DEFAULT ON OPTIONS.


                                      -26-
<PAGE>

                  (a) Lessee shall have no right to exercise an Option: (i)
         during the period commencing with the giving of any notice of Default
         and continuing until said Default is cured, (ii) during the period of
         time any Rent is unpaid (without regard to whether notice thereof is
         given Lessee), (iii) during the time Lessee is in Breach of this Lease,
         or (iv) in the event that Lessee has been given three (3) or more
         notices of separate Default, whether or not the Defaults are cured,
         during the twelve (12) month period immediately preceding the exercise
         of the Option.

                  (b) The period of time within which an Option may be exercised
         shall not be extended or enlarged by reason of Lessee's inability to
         exercise an Option because of the provisions of Paragraph 39.4(a).

                  (c) An Option shall terminate and be of no further force or
         effect, notwithstanding Lessee's due and timely exercise of the Option,
         if, after such exercise and prior to the commencement of the extended
         term or completion of the purchase, (i) Lessee fails to pay Rent for a
         period of thirty (30) days after such Rent becomes due (without any
         necessity of Lessor to give notice thereof), or (ii) Lessee commits a
         Breach of this Lease.

40. MULTIPLE BUILDINGS. If the Premises are a part of a group of buildings
controlled by Lessor, Lessee agrees that it will observe all reasonable rules
and regulations which Lessor may make from time to time for the management,
safety, and care of said properties, including the care and cleanliness of the
grounds and including the parking, loading and unloading of vehicles, and to
cause its employees, suppliers, shippers, customers, contractors and invitees to
so abide and conform. Lessee also agrees to pay its fair share of common
expenses incurred in connection with such rules and regulations.

41. SECURITY MEASURES. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42. RESERVATIONS. Lessor reserves to itself the right, from time to time, to
grant, without the consent or jointer of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

43. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay. A Party who does not initiate
suit for the recovery of sums paid "under protest" with six (6) months shall be
deemed to have waived its right to protest such payment.

44. AUTHORITY; MULTIPLE PARTIES; EXECUTION

         (a) If either Party hereto is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized
to execute and deliver this Lease on its behalf. Each Party shall, within thirty
(30) days after request, deliver to the other Party satisfactory evidence of
such authority.

         (b) If this Lease is executed by more than one person or entity as
"Lessee", each such person or entity shall be jointly and severally liable
hereunder. It is agreed that any one of the named Lessees shall be empowered to
execute any amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.


                                      -27-
<PAGE>

         (c) This Lease may be executed by the Parties in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

45. CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

46. OFFER. Preparation of this Lease by either Party or their agent and
submission of same to the other Party shall not be deemed an offer to lease to
the other Party. This Lease is not intended to be binding until executed and
delivered by all Parties hereto.

47. AMENDMENTS. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.

48. WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT
OF THIS AGREEMENT.

49. MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or Brokers
arising out of this Lease o IS IS NOT attached to this Lease.

50. AMERICANS WITH DISABILITIES ACT. Since compliance with the Americans with
Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises,
Lessor makes no warranty or representation as to whether or not the Premises
comply with ADA or any similar legislation. In the event that Lessee's use of
the Premises requires modifications or additions to the Premises in order to be
in ADA Compliance, Lessee agrees to make any such necessary modifications and/or
additions at Lessee's expense.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1.    SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES IS LOCATED.


                                      -28-
<PAGE>

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

<TABLE>
<S>     <C>

Executed at:   Irvine, CA                               Executed at:   Irvine,  CA


On:            September 13, 2007                       On:            September 13, 2007


By LESSOR:                                              By LESSEE:

Klein Investments Family Limited Partnership            Sionix Corporation

a California limited liability company                  a Nevada Corporation

By:            /s/ William Klein                        By:            /s/ James J. Houtz
               --------------------------------                        -------------------------------------

Name Printed:  William Klein                            Name Printed:  James J. Houtz

Title:         General Partner                          Title:         President and Chief Executive Officer

By:            /s/                                      By:            /s/ Robert E. McCray

Name Printed:  Carolyn Klein                            Name Printed:  Robert E. McCray

Title:         General Partner                          Title:         Chief Financial Officer

Address:       60 Linda Isle                            Address:       2082 Michelson Drive, #306
               Newport Beach, CA 92660                                 Irvine, CA 92612

Telephone:     (949) 640-2226                           Telephone:     (949) 752-7980

Facsimile:     (949) 640-2296                           Facsimile:     (760) 752-7998

Federal ID No:                                          Federal ID No: 87-0428526
</TABLE>

NOTICE: These forms are often modified to meet the changing requirements of law
and industry needs. Always write or call to make sure you are utilizing the most
current form: Air Commercial Real Estate Association, 800 W 6th Street, Suite
800, Los Angeles, California 90017. Telephone No. (213) 687-8777. Fax No. (213)
687-8616.


                                      -29-