Exhibit 10.45

                                      LEASE

1.   BASIC PROVISIONS.

Date:                              August 8, 2001

SubLandlord:                       SpeedFam-IPEC,  Inc., an Illinois corporation
                                   (hereinafter referred to as "Landlord")

SubTenant:                         Vodavi  Communications   Systems,   Inc.,  an
                                   Arizona corporation  (hereinafter referred to
                                   as "Tenant")

Premises:                          That portion of the building  located at 4717
                                   East Hilton Avenue,  Phoenix,  Arizona as set
                                   forth in Exhibit A attached hereto.

Building:                          The  building  located  at 4717  East  Hilton
                                   Avenue, Phoenix, Arizona.

Master Lease:                      The Lease  Agreement  executed by and between
                                   Seldin    Properties   a   Nebraska   general
                                   partnership  (the  "Master  Landlord"),   and
                                   SpeedFam-IPEC, Inc., an Illinois corporation,
                                   in its  capacity as  successor in interest to
                                   Integrated  Process  Equipment   Corporation,
                                   dated December 26, 1996, as Tenant.

Use of Premises:                   General    office,     engineering,     test,
                                   warehousing and other associated functions to
                                   support    the   sales   and    service    of
                                   telecommunications products and services.

Area of Premises
(Approximate Square Footage):      54,014 rentable square feet

Commencement Date of Lease Term:   The  later  of   December  1,  2001  or  upon
                                   completion of tenant improvements and receipt
                                   of a Certificate  of Occupancy  from the City
                                   of Phoenix

Lease Term:                        Ten (10) years, One (1) month ending December
                                   31, 2011

Renewal Term (if any):             None

First Rent Payment Date:           On or before December 1, 2001.

Rent shall be:                     $785,435 per year, paid monthly in advance in
                                   the  amount  of   Sixty-Five   Thousand  Four
                                   Hundred    Fifty-Two   and   92/100   Dollars
                                   ($65,452.92), plus rental sales tax, which is
                                   currently  2.4%  and  is  subject  to  change
                                   ($1,570.87).

Security Deposit:                  $75,000 payable upon execution of this Lease

                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
Addresses:

         Landlord:                 305 N. 54th Street
                                   Chandler, Arizona 85226
                                   480.705.2618

         Tenant:                   4717 E. Hilton Avenue
                                   Phoenix, AZ

Each reference in this Sublease  (hereinafter  referred to as "Lease") to any of
the provisions  contained in this section shall be construed to incorporate  all
of the terms set forth herein.

     2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord for the term, at the rent,  upon the covenants and conditions set forth
herein and under the terms of the Master Lease, a copy of which is attached, the
Premises  which shall  include the use by Tenant in common with others  entitled
thereto of such  common  facilities  as may be  designated  from time to time by
Landlord,  subject,  however,  to the terms and  conditions of this Lease and to
reasonable  rules and regulations for the use thereof as prescribed from time to
time by Landlord and as set forth in the Master Lease.  The area of the Premises
described in Paragraph 1 is approximate and was calculated by measuring from the
outside rear wall of the Premises to the furthest window  extension at the front
of the  Premises  and to the center of  interior  walls.  The  vestibule  of the
Premises is included in the approximate square footage. By accepting  possession
of the Premises,  Tenant  accepts the size of the Premises "as is",  without any
warranty  or  representation  by  Landlord,  Tenant  having  been given full and
complete opportunity to inspect the Premises before entering into this Lease.

     The Premises  does not include any computer  systems,  information  storage
systems,  disk  drives,  computer  equipment  racks,  PBX  equipment,  telephone
equipment, switches, routers, hubs, multiplexers,  video conferencing equipment,
printers,  scanners,  plotters,  computer and network test and repair equipment,
spare parts,  monitors,  keyboards,  pointing  devices,  software  floppy disks,
software CDs, software documentation, software tapes and modulator-demodulators.
Tenant shall have the right to use the existing  cabling  associated with all of
the foregoing items that may be found in the Building.

     Subject to the right of first refusal held by Avnet,  Inc.,  which right of
first refusal is superior to the rights granted in this paragraph, if during the
Lease  term  Landlord  offers  for lease any  portion  of the  Building  located
adjacent to the Premises, upon Avnet, Inc.'s waiver of it's right to lease space
in the  Building,  Landlord  shall offer the space to Tenant upon the same terms
and conditions as those offered to Avnet, Inc. (the "Offer").  Tenant shall have
five (5) days after receipt of the Offer to provide  written  notice to Landlord
of Tenant's  intent to lease the space under the terms  contained  in the Offer.
Tenant's  notice of election to accept the Offer is binding upon  Tenant.  If no
reply is  received  by Landlord  within the five (5) day notice  period,  Tenant
shall be deemed to have  waived its right to lease the  additional  space.  Upon
Tenant's election to lease additional  space,  Tenant and Landlord shall execute
an addendum to this Lease  within  fourteen  (14) days,  leasing the  additional
space  under the terms  and  conditions  set forth in the offer as well as those
further  terms set forth in this  Lease.  Failure to execute  the  addendum is a
material breach of this Lease.

                                       2
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     3. COMPLETION OF PREMISES. The parties acknowledge that tenant improvements
will need to be installed in the Premises and that such tenant  improvement work
will be  constructed  by Landlord,  in accordance  with the following  terms and
conditions:

          a. Tenant and Landlord have caused to be prepared and have agreed upon
     the detailed final plans and  specifications  showing all  improvements and
     alterations which Tenant desires to make to the Premises which are attached
     as EXHIBIT B and  incorporated  into this Lease,  The aforesaid final plans
     and specifications shall be deemed to be "TENANT PLANS".

          b.  Landlord  agrees to fund the tenant  improvements  up to an amount
     which shall not exceed Six Hundred Seventy Six Thousand Five Hundred Eighty
     Eight  Dollars and Ninety  Five Cents  ($676,588.95)  ("TENANT  IMPROVEMENT
     BUDGET") to be applied to the costs and  expenses  incurred  in  connection
     with the completion of the Tenant Plans.  Landlord hereby confirms that the
     Tenant  Improvement  Budget is  sufficient  to pay for the Tenant  Plans as
     depicted on EXHIBIT B.

          c.  Landlord  shall  submit said  Tenant  Plans to the City of Phoenix
     within  forty-five (45) days after  execution of this Lease,  and shall use
     all  reasonable  efforts to obtain all  necessary  permits from the City of
     Phoenix.  Landlord shall cause the tenant  improvement work in the Premises
     to be completed promptly after the execution date of this Lease ("EXECUTION
     DATE") at Landlord's  expense in accordance with Tenant's  Plans,  and such
     tenant  improvement work shall be completed no later than one hundred fifty
     (150) days  after the  Execution  Date,  subject  only to delays  caused by
     events of Force  Majeure.  The term "FORCE  MAJEURE"  shall mean any act of
     God,  war,  insurrection,   applicable  governmental  or  judicial  law  or
     regulation, zoning ordinance, governmental order or decree.

          d. No material  changes shall be made to Tenant's  Plans  submitted by
     Landlord and approved by Tenant without Tenant's prior written consent. All
     such tenant  improvement  work shall be  performed  as promptly as possible
     with all due diligence after the Execution Date and shall be performed in a
     lien free manner by Hardison Downey  Construction which is duly licensed in
     Arizona and has been  selected by Landlord  and Tenant.  Tenant may propose
     changes to the tenant  improvement work (hereinafter  sometimes referred to
     as the "TENANT WORK") only by written  instructions  to Landlord.  All such
     changes will be subject to Landlord's  prior written approval in accordance
     with the  provisions of this  Paragraph.  Prior to  commencing  any change,
     Landlord  will prepare and deliver to Tenant,  a change order setting forth
     the total cost of such  change and the  number of days,  if any,  which the
     Commencement  Date will be  delayed as a result of any such  change,  which
     will   include   associated   architectural,    engineering,   construction
     contractor's costs and fees and completion  schedule changes and the number
     of days, if any, which the Commencement Date will be delayed as a result of
     any such  change  (any such number of days,  a "TENANT  DELAY").  If Tenant
     fails to approve  such change  order  within five (5)  Business  Days after
     delivery by Landlord,  Tenant will be deemed to have withdrawn the proposed
     change and Landlord will not proceed to perform the change. Upon Landlord's
     receipt of Tenant's approval, Landlord will proceed with the change. To the
     extent such change does not cause the cost of the Tenant Work to exceed the
     Tenant  Improvement  Budget,  Tenant  shall not be required to pay for such

                                       3
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     change.  To  the  extent  the  cost  of  such  change  exceeds  the  Tenant
     Improvement  Budget,  Tenant shall pay Landlord the cost of the change upon
     receipt of invoices from Landlord's  contractors for the same. Landlord may
     withhold its approval of any proposed change order that:

               (1) Exceeds or adversely affects the structural  integrity of the
          Building or the Building systems; or

               (2) Does  not  conform  to  applicable  building  codes or is not
          approved by any governmental,  quasi-governmental or utility authority
          with jurisdiction over the Premises.

          e.  Landlord may permit  Tenant and  Tenant's  agents,  suppliers  and
     workers  (collectively,  "TENANT'S  AGENTS") whom Tenant engages to do work
     other than the Tenant Work to enter the Premises prior to the  Commencement
     Date to enable  Tenant to  install  telephone  or other  wiring,  computer,
     security  or other  equipment  (including  by way of  illustration  and not
     limitation, fire suppression equipment in the warehouse with respect to the
     racking  in the  warehouse  portion  of the  Premises)  or to do such other
     things as may be required by Tenant to make the Premises ready for Tenant's
     occupancy  ("TENANT'S   PRE-OCCUPANCY  WORK"),  provided  that  Tenant  and
     Tenant's Agents and their  activities in the Premises and Building will not
     interfere  with or delay the  completion  of the  Tenant  Work and will not
     interfere  with other  activities of Landlord or occupants of the Building.
     Tenant or Tenant's  Agents  shall not enter the  Building  or the  Premises
     without  specific  written  authorization  by Landlord and Hardison  Downey
     Construction  and Tenant agrees that any such entry into the Premises shall
     be at Tenant's own risk,  and  Landlord  shall not be liable in any way for
     any injury,  loss or damage which may occur to any of Tenant's  property or
     Tenant's  installations made in the Premises, and Tenant agrees to protect,
     defend,  indemnify and save harmless  Landlord and its agents and employees
     from all liabilities,  costs,  damages, fees and expenses arising out of or
     connected with the activities of Tenant or Tenant's  Agents in or about the
     Premises or Building.

          Tenant shall give to Landlord a written request to have such access to
     the  Premises  not less than five (5) days  prior to the date on which such
     access will  commence,  which  written  request  shall  contain or shall be
     accompanied  by each of the  following  items,  all in form  and  substance
     reasonably  acceptable  to  Landlord:  (i) a  detailed  description  of and
     schedule for Tenant's  Pre-Occupancy  Work; (ii) the names and addresses of
     all  contractors,  subcontractors  and  material  suppliers  and all  other
     representatives  of Tenant who or which will be  entering  the  Premises on
     behalf  of  Tenant  to  perform  Tenant's  Pre-Occupancy  Work  or  will be
     supplying   materials  for  such  work,  and  the  approximate   number  of
     individuals,  itemized by trade, who will be present in the Premises; (iii)
     copies of all plans and specifications pertaining to Tenant's Pre-Occupancy
     Work;  and (iv) copies of all licenses and permits  required in  connection
     with the performance of Tenant's Pre-Occupancy Work.

          f.  Landlord and Tenant agree that absent Tenant Delay the Tenant Work
     shall be substantially complete not later than the Commencement Date. Prior
     to the Commencement Date, Tenant will conduct a walk-through  inspection of
     the  Premises  with  Landlord  and  prepare  a  punch  list of  items  need

                                       4
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     additional  work by Landlord.  Other than the items  specified in the punch
     list and "latent  defects",  as defined below, by taking  possession of the
     Premises  Tenant  will be deemed to have  accepted  the  Premises  in their
     condition on the date of delivery of  possession  and to have  acknowledged
     that  Landlord has  installed the Tenant Work as required by this Lease and
     that  there  are no items  needing  additional  work or  repair.  A "latent
     defect" is a defect in the  condition of the Premises  caused by Landlord's
     failure to construct the Tenant Work in a good and  workmanlike  manner and
     in accordance  with the Tenant Plans,  which defect would not ordinarily be
     observed during a walk-through inspection. If Tenant notifies Landlord of a
     latent defect within one (1) year  following the  Commencement  Date,  then
     Landlord,  at its  expense,  will  repair  such  latent  defect  as soon as
     practicable.  Landlord shall also deliver to Tenant as of the  Commencement
     Date a true and correct copy of all warranties  for the Tenant Work,  shall
     advise any such third parties that Tenant is a third party  beneficiary  of
     such warranties and, with respect to any such maintenance and repairs which
     Tenant is  required  to  perform  pursuant  to  Paragraph  12  hereinbelow,
     Landlord  hereby  assigns to Tenant the right to  enforce  all  warranties,
     guaranties and indemnities, such assignment to be performed pursuant to and
     in accordance with Section 3(d) of the Master Lease.

     4. USE AND OCCUPATION OF PREMISES.

          a.  CONDITION:  Landlord  represents  and  warrants  that  as  of  the
     Commencement  Date the Building  and  Premises  shall comply with all Legal
     Requirements and Environmental  Laws (as each of such capitalized terms are
     defined in the Master Lease), including but not limited to all requirements
     under the Americans with Disabilities Act. Landlord further represents that
     to Landlord's  knowledge no Hazardous  Substances have been discharged onto
     the Building or the  surrounding  area subject to the Master Lease ("Leased
     Premises")  in violation  of any  Environmental  Law and that  Landlord has
     received no notices of violation of any  Environmental  Law  concerning the
     Leased Premises. Landlord shall and hereby does agree to defined, indemnify
     and hold  Tenant,  its  officers,  directors,  shareholders  and  employees
     harmless for, from and against any and all loss,  damage,  expenses,  fees,
     claims,  costs and liabilities,  including,  but not limited to, attorneys'
     fees and costs of  litigation,  arising  out of or in any manner  connected
     with "release" or "threatened release" of or failure to remove, as required
     by Section 27 of the Master Lease,  Hazardous  Substances from the Premises
     or any portion or portions thereof,  now or hereafter  existing and whether
     or not arising out of or in any manner connected with Landlord's  occupancy
     of the Building,  except as such Hazardous Substances were introduced by or
     caused  to  be  introduced  by  the  Tenant  or  its  respective  officers,
     directors,  employees or others in privity of contract in  connection  with
     the Premises or this Lease.

          b. USE:  Tenant  shall not use the Premises for any purpose or conduct
     business  from the Premises  under any trade name other than the  permitted
     use specified in Paragraph 1, without  obtaining the prior written  consent
     of  Landlord,  PROVIDED,  HOWEVER,  that with  respect to changes in use or
     Tenant's name, Landlord shall not unreasonably  withhold its consent to any
     such  changes in use if the same  shall not reduce the market  value of the
     Premises or the  Building at the end of the term.  Tenant  shall not use or
     permit any person to use the Premises for conducting  thereon a second-hand
     store, auction, distress, fire sale, or bankruptcy or going-out-of-business

                                       5
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     sale, or any similar sale,  without  obtaining the prior written consent of
     Landlord, or for any use or purpose in violation of the laws, ordinances or
     regulations now or hereafter in force of any lawful authority. Tenant shall
     not display or sell merchandise,  nor allow carts,  portable signs, devices
     or other objects to be stored or to remain  outside the exterior  walls and
     shall not  solicit in any manner in any of the  parking  and common  areas.
     During the term of this Lease,  the  Premises  shall be kept in a clean and
     wholesome  condition,  free from any  disorderly  conduct,  noise,  odor or
     nuisance.

     5. TERM. The term of this Lease and Tenant's  obligations  hereunder  shall
begin on the  commencement  date set forth herein and shall continue until 12:00
o'clock midnight of the last day of the final year of this Lease,  unless sooner
terminated  pursuant to this Lease.  The term "lease  year" as used herein shall
mean a period of twelve (12) consecutive full calendar months.

     6. RENT. Tenant absolutely and unconditionally agrees to pay to Landlord at
the address set forth  herein,  or at such other place  designated  by Landlord,
without any prior written demand  therefor and without any deductions or setoffs
whatsoever,  and as fixed rent, the Rent specified herein, in advance,  upon the
first day of each calendar month of each lease year. Monthly Rent for any period
during the term which is for less than one (1) month shall be a pro rata portion
of the monthly  installment.  If the Commencement  Date is not December 1, 2001,
the first  month's  rent  payment  which  Tenant  makes on  December 1, 2001 (as
required  on P. 1 of this  Lease)  shall  apply to the month in which the Tenant
takes occupancy.

     7. SECURITY DEPOSIT.  Landlord acknowledges receipt of the security deposit
specified herein which shall be held by Landlord,  without interest, as security
for the faithful  performance by Tenant of all the terms of this Lease by Tenant
to be observed and  performed.  Landlord  shall have the right to commingle said
security deposit with its other funds.

     If Tenant fails to pay any rent reserved or any other sum payable by Tenant
to  Landlord  pursuant to this  Lease,  or if Tenant  should fail to perform any
other term of this Lease, then Landlord may, at its option and without prejudice
to any other remedy which Landlord may have on account thereof, apply all or any
portion of said security deposit toward the payment of rent or other charges due
or loss or  damage  sustained  by  Landlord  due to such  breach  on the part of
Tenant.  In the event any  proceedings  are commenced by or against Tenant under
any chapter of the Bankruptcy  Act, said security  deposit shall be deemed to be
applied  first to the  payment of rent and other  charges due  Landlord  for all
periods prior to the filing of such proceedings. If Landlord uses or applies all
or any portion of the security deposit, Tenant shall deposit cash with Landlord,
within ten (10) days after written demand by Landlord,  in an amount  sufficient
to restore the security  deposit to the full amount,  and Tenant's failure to do
so shall be a material breach of this Lease.

     Upon the expiration or early  termination  of this Lease,  any part of said
security  deposit  not  applied as set forth  above shall be returned to Tenant,
provided that Tenant is not then in default hereunder.

     8.  CERTAIN  TAXES.  Tenant  covenants  and  agrees to pay,  at the time of
payment of the Monthly Rent, as additional rent, any privilege, rental sales, or
other tax imposed  upon or measured by the  rentals  from the  Premises  and the

                                       6
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
appurtenances  thereof  (provided,  however,  that the foregoing taxes shall not
include  income  taxes,  interest or  penalties  for late  payment of any taxes,
capital levy taxes,  estate,  succession or  inheritance  taxes,  excess profits
taxes, franchise taxes or any other taxes imposed upon or measured by Landlord's
income or  profits,  unless the same  shall be  imposed in lieu of rental  sales
tax). Landlord is responsible for real estate property taxes on the Building.

     9. UTILITIES.  Landlord  agrees to pay the following  charges for utilities
used by Tenant:  water, and electricity.  In the event of an interruption in the
water and electricity  provided by Landlord herein (or the heating,  ventilating
and air-conditioning  provided by Landlord pursuant to Paragraph 12 hereinbelow)
and (i) such  interruption  is not caused by fire or  casualty  (all of which is
addressed  in  Paragraph  13  hereinbelow)  or any act or  omission  of  Tenant,
Tenant's Agents,  employees or invitees; (ii) such failure or delay rends all or
any position of the Premises untenantable;  and (iii) Tenant cannot and does not
occupy the Premises or such portion thereof for the conduct of Tenant's business
therein for a period of three (3)  consecutive  Business Days, then Tenant shall
abate for the portion of the  Premises  rendered  untenantable  and which Tenant
cannot and does not occupy for the conduct of Tenant's  business therein for the
period of  untenantability,  and such abatement shall cease when such portion of
the  Premises  are  again  tenantable.  Should  the  delivery  of  water  and/or
electricity be interrupted for any cause,  Landlord shall promptly  commence and
diligently pursue the restoration of such service. Tenant is responsible for all
charges and costs not set forth in this  paragraph  including but not limited to
alarm  system  monitoring,   electronic  security  systems,   trash  collection,
telephone,  cable, Internet and other communication  charges,  private security,
and maintenance relative to the rentable area occupied by Tenant.

     10.  INSURANCE.   Landlord  shall  maintain  insurance  against  damage  or
destruction  by fire and extended  coverage of the Building,  in such amount and
upon such  terms  and  conditions  as it shall in its  discretion  determine  to
provide,  but in all events in the  amounts and types of  coverages  required by
Section 14 of the Master Lease. In this connection,  Tenant shall not sell, rent
or offer for sale or rent any goods or  merchandise  nor do, cause to be done or
permit any conduct or activities,  in, on or about the Premises, which will tend
to increase the costs for policies of insurance on the Premises.

     Tenant shall  maintain  during the term of this Lease,  at its  expense,  a
public  liability  insurance  policy,  for injury,  death or damage  which might
result from  Tenant's  occupation  of the Premises or operation of its business,
either to persons or property, in amounts not less than $500,000.00 as to injury
or loss of life of one person, $1,000,000.00 as to injury or loss of life to all
persons  arising out of a single  accident or disaster,  and  $1,000,000.00  for
accident or property  damage  liability.  Tenant shall also maintain  during the
term of this Lease, at its own expense,  insurance  covering all plate glass and
exterior  doors in the  Premises  in an amount  equal to their full  replacement
value from time to time  insuring  the same against  breakage and other  damage.
Tenant shall have Landlord named, as an "additional insured" under all liability
insurance policies Tenant is required to obtain pursuant to this Lease.

     Tenant shall also maintain  during the term of this Lease,  at its expense,
insurance covering all of Tenant's  fixtures,  merchandise and other property in
an amount equal to the full replacement value thereof.

                                       7
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     Insurance  required  hereunder  shall be in companies rated A+ or better in
"Best's Insurance Guide". Tenant shall deliver to Landlord copies of policies of
liability insurance required under this Paragraph 11 or certificates  evidencing
the existence and amounts of such  insurance  with loss payable  clauses  naming
Landlord and other  parties as requested  by Landlord as an  additional  insured
party and which are otherwise  satisfactory to Landlord. No such policy shall be
cancelable  or subject to  reduction of coverage or other  modifications  except
after thirty (30) days prior written  notice to Landlord.  Tenant shall,  within
thirty (30) days prior to the expiration of such policies, furnish Landlord with
renewals or "binders"  thereof.  If Tenant fails to do so Landlord may but shall
not be required to, procure such insurance and charge the cost thereof to Tenant
which  amount  shall be payable by Tenant upon  demand.  Tenant  shall not do or
permit  to be done  anything  which  shall  invalidate  the  insurance  policies
referred to in this Paragraph 11.

     11.  ALTERATIONS.  Tenant  shall  not make any  improvements,  alterations,
additions or changes to the Premises without obtaining the prior written consent
of  Landlord,  which  consent  shall  not be  unreasonably  withheld,  PROVIDED,
HOWEVER,  that no consent shall be required to be obtained from Landlord if: (i)
the cost of any such  improvements,  alterations,  addition  or  changes  do not
exceed $25,000 per annum; and (ii) Tenant complies with the remaining provisions
of this Paragraph 11 (provided,  further, that Tenant shall nevertheless provide
Landlord with notice of any such permitted  alterations and all such alterations
shall nevertheless  comply with the succeeding  provisions of this Paragraph 11.
If Tenant desires to make any improvements, alterations, additions or changes to
the Premises,  Tenant shall furnish Landlord with plans and  specifications  for
same,  together  with a  written  bid  from  a  licensed  contractor  reasonably
acceptable  to  Landlord.  All costs of  construction  shall be borne by Tenant.
Notwithstanding   the  foregoing,   Tenant  shall  not  make  any  improvements,
alterations,  additions or changes of a structural  nature to the Premises,  nor
any  improvements,  alterations,  additions  or  changes  of any  nature  to the
exterior or roof of the Premises.  All  alterations,  additions or  improvements
installed in the Premises at any time, either by Tenant or by Landlord on behalf
of Tenant,  shall  become the  property of Landlord and shall remain upon and be
surrendered  with the Premises  unless  Landlord,  by notice to Tenant not later
than twenty  (20) days prior to the  termination  of this Lease,  elects to have
them  removed  by Tenant,  in which  event,  the same shall be removed  from the
Premises by Tenant forthwith at Tenant's expense. Nothing contained herein shall
be construed to prevent Tenant's removal of trade fixtures,  but upon removal of
any  such  trade   fixtures  from  the  Premises,   or  upon  removal  of  other
installations as may be required by Landlord,  Tenant shall immediately,  and at
its expense,  repair and restore the Premises to the condition existing prior to
installation  and repair any damage to the  Premises  due to such  removal.  All
property  permitted  or  required to be removed by Tenant at the end of the term
remaining in the Premises after Tenant's  removal shall be deemed  abandoned and
may, at the election of Landlord,  either be retained as Landlord's  property or
may be removed from the Premises by Landlord at Tenant's expense.

     12. MAINTENANCE OF PREMISES. Tenant shall keep and maintain the interior of
the Premises,  including,  but not limited to, all window  blinds,  light bulbs,
carpeting,  tile,  built-ins,  air filters, the interior portion of the plumbing
connecting  Tenant's  toilets and other plumbing  fixtures to the plumbing lines
servicing the Building,  the wiring and alarm system  serving the Premises,  all
other fixtures and equipment  therein and all window casements or frames,  plate
glass,  doors and door frames,  locks,  closing devices,  and Tenant's signs, in
good  condition  and repair during the term of this Lease,  reasonable  wear and

                                       8
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
tear excepted.  Tenant is responsible  for all janitorial  services,  telephone,
computer and other  communications  equipment,  plumbing and  electrical  outlet
maintenance  and  repair,  air  conditioning  filters,  insurance  for  building
contents,  inventory and equipment,  and all other internal general  maintenance
and repair to the  Premises.  Tenant  shall keep the  Premises in the  condition
required from time to time by all applicable Legal Requirements.

     Landlord shall maintain and repair the exterior of the Premises  (including
but  not  limited  to  the  parking  lot  and  all  landscaping),  the  heating,
ventilating and  air-conditioning  system, the back-up generator,  and all other
structural  elements of the  Building,  roof  replacement  and  repair,  asphalt
maintenance and repair, maintenance and repair of the air conditioning, chiller,
water tower and backup  generator,  exterior  building  paint,  all plumbing and
sewer lines  connecting  the Tenant's  interior  plumbing to the plumbing  lines
servicing the Building,  and all  replacement of the foregoing items if required
pursuant to the Master Lease.  Landlord shall also be solely responsible for all
fees and costs of managing  the  Building  as well as all real  estate  property
taxes for the Building.  Notwithstanding  the  foregoing,  Landlord shall not be
required or  obligated to make any such  repairs  necessitated  by reason of the
negligent or willful action of Tenant or any of its servants, agents, employees,
customers,  visitors  or  licensees,  or by reason of the  failure  of Tenant to
perform  or  observe  any  terms  or  provisions  hereof,  or by  reason  of any
improvements,  alterations, additions or changes to the Premises made by Tenant,
such repairs being the sole responsibility and obligation of Tenant. Landlord is
not  responsible  for  humidity or  temperature  fluctuations  that may be found
within the Building or Premises.  Tenant agrees to give Landlord  written notice
of any such needed repairs.

     If Tenant refuses or neglects to timely make repairs or otherwise  maintain
the  Premises  in  accordance  with  the  provisions  hereof  and  in  a  manner
satisfactory  to  Landlord,  Landlord  shall  have the  right,  but shall not be
obligated,  to  make  any  or all  such  repairs  or  perform  any  or all  such
maintenance on behalf of and for the account of Tenant upon giving ten (10) days
written  notice to Tenant of its  intention  to do so. In such  event,  all sums
expended and all expenses  incurred by Landlord in connection with the foregoing
shall be additional rent hereunder, payable on demand, and bearing interest from
the date of such expenditure or incurrence at the rate of eighteen percent (18%)
per annum.

     If  Landlord  refuses or  neglects  to timely  make  repairs  or  otherwise
maintain the Premises in accordance  with the  provisions  hereof,  Tenant shall
have the right,  but shall not be obligated,  to make any or all such repairs or
perform any or all such maintenance on behalf of and for the account of Landlord
upon giving ten (10) days written  notice to Landlord of its intention to do so,
in which event Tenant shall have the right to deduct the reasonable  cost of all
such repairs (not  including any  improvement  made as part of the repairs) from
the rent thereafter due from Tenant to Landlord.

     No  exercise by Landlord of any rights  reserved  herein  shall,  except as
otherwise herein set forth,  entitle Tenant to any damages for any injury to the
property or business of Tenant or  inconvenience  occasioned  thereby nor to any
abatement of rent.

     13. DAMAGE OR DESTRUCTION  TO PREMISES.  In the event that the Premises are
at any time  during the term of this  Lease  partially  damaged by fire,  flood,
tornado,  windstorm,  or by the  elements,  or  otherwise,  Landlord  shall,  as

                                       9
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
speedily as  circumstances  permit,  repair said damage and restore the Premises
and such condition,  or, with respect to the Premises, with such modification as
Landlord and Tenant  shall agree to in writing,  and this Lease shall remain and
continue in full force and effect;  provided  that such loss is insured and that
all proceeds of such  insurance  coverage are made available to Landlord and are
not subject to any superior  right  thereto of any mortgagee or other party and,
further  provided that Tenant shall,  at its sole  expense,  diligently  repair,
restore or replace all damaged or destroyed  leasehold  improvements (other than
the tenant  improvement  work  performed  by Landlord  pursuant  to  Paragraph 3
hereinabove), fixtures, furniture, equipment and other property of Tenant in, on
or about the  Premises.  Tenant  shall  continue to conduct its  business on the
Premises  during  such  replacement,  restoration  or  rebuilding  to the extent
reasonably  practicable.  In the event that the Premises are rendered  partially
untenantable as a result of the foregoing, then the Monthly Rent shall be abated
proportionately to the extent that the Premises are rendered untenantable during
such replacement restoration or rebuilding;  PROVIDED, HOWEVER, Tenant shall not
be entitled  to any  compensation  or damages  from  Landlord  for injury to its
business,  loss or  impairment in the use of the Premises or any part thereof or
any property of Tenant or any other injury or  inconvenience  occasioned by such
damage, replacement, restoration or rebuilding.

     If the Premises shall be completely  damaged or destroyed,  or in the event
that the damage is such that, in the opinion of Landlord, it is not practical or
desirable  to repair or rebuild the same,  then  Landlord  may within sixty (60)
days  following  the date of such casualty  elect to terminate  this Lease by so
notifying Tenant in writing PROVIDED, HOWEVER, that in all events if Landlord is
required to repair or rebuild the Premises  pursuant to the terms and provisions
of Section 15 of the Master Lease,  then and in such event Landlord shall repair
or rebuild the Premises (and Landlord  shall notify Tenant in all events whether
it shall  rebuild or repair the  Premises  within the  aforesaid  sixty (60) day
period.  If the Lease is  terminated  pursuant to the preceding  sentence,  this
Lease shall  terminate  as of the date set forth in said notice,  all  insurance
proceeds  available as a result of damage or destruction to the Premises and any
fixtures and other property a part thereof or appurtenant  thereto shall be paid
to Landlord,  and both parties shall be released from any further  obligation or
liability  hereunder,  except as to the  payment  by Tenant to  Landlord  of all
rentals  and all other sums  accrued and unpaid as of the date set forth in said
notice.  Landlord expressly acknowledges that the racks in the warehouse and the
modular furniture installed by Tenant shall remain Tenant's trade fixtures.

     14.  CONDEMNATION.  Should the Premises or any portion thereof be taken for
public use by right of eminent domain with or without litigation,  any award for
compensation  and/or damages,  whether  attained by agreement prior to or during
the time of trial,  or by  judgment  or verdict  after  trial,  applying  to the
leasehold  estate created hereby other than that portion of said award,  if any,
based upon a taking of Tenant's movable trade fixtures, shall belong and be paid
to Landlord, and Tenant hereby assigns,  transfers and sets over to Landlord all
of the right,  title and interest which it might otherwise have therein.  In the
event that the portion of the Premises is so taken is such that  Landlord  shall
be required to tender a Purchase Offer (as such term is defined in Section 13 of
the Master Lease) to Master Landlord,  then and in such event, if the portion of
the Building so taken shall be more than fifteen (15%) percent of the floor area
of the  Premises,  Landlord  shall have the option,  to be  exercised by written
notice given to Tenant within thirty (30) days after the date of such taking, to
terminate  this Lease.  In the event that more than fifteen (15%) percent of the
floor area of the Premises  shall be so taken and Landlord  does not so elect to

                                       10
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
terminate this Lease, or if less than fifteen (15%) percent of the floor area of
the Premises is so taken,  provided  Tenant can continue to conduct its business
at  the  Premises  in  the  manner  in  which  it  was  conducted  prior  to the
condemnation, then the Monthly Rent payable under this Lease shall be reduced in
the same  proportion  as the amount of said floor area is reduced by such taking
and Landlord shall make such  reconstruction  of the Premises as may be required
to the extent of the aforesaid award.  Notwithstanding  anything to the contrary
in this Paragraph 14, if such taking renders the remaining  Premises  uneconomic
for the continued  use or occupancy in the business of Tenant in the  reasonable
business  judgment of Tenant's  board of  directors,  then Tenant shall have the
right to  terminate  this Lease upon  thirty (30) days prior  written  notice to
Landlord.

     15.  ASSIGNMENT AND SUBLETTING.  Tenant may sublet the Premises in whole or
in part with the prior  written  approval of  Landlord  as well as the  Landlord
under the  Master  Lease,  PROVIDED,  HOWEVER,  that any rent paid by the tenant
under any sublease over and above the Rent owed by Tenant to Landlord under this
Lease shall be paid over to  Landlord at the time that rent is due Tenant  under
any sublease.  Landlord's permission shall not be unreasonably withheld.  Tenant
shall remain  responsible  for  performance of each and every  provision in this
Lease and the Master Lease.  Landlord  shall have the right to assign,  transfer
and convey  all or any part of its  interest  in this Lease or in the  Premises.
Landlord's  obligations to Tenant shall cease wholly or partly,  as the case may
be,  as of the  effective  date  of such  assignment,  transfer  or  conveyance,
PROVIDED,  HOWEVER,  that  Landlord  shall in all  events  transfer  to any such
assignee or  transferee  Tenant's  security  deposit  and provide  Tenant with a
notice  confirming  such  transfer of  security  deposit,  countersigned  by the
assignee or  transferree,  and,  provided  Landlord has so transferred  Tenant's
security  deposit,   Tenant  shall  thereafter  look  solely  to  the  assignee,
transferee or purchaser thereof.  In the event of any such assignment,  transfer
or  conveyance  of  all  or any  part  of  Landlord's  interest  herein,  either
voluntarily  or  involuntarily,  as a result of a foreclosure of any mortgage or
deed of trust,  or otherwise,  Tenant hereby agrees to attorn to, and become the
Tenant of any  assignee,  successor  in  interest  or  purchaser  of  Landlord's
interest herein.

     Notwithstanding  anything to the contrary in this  Paragraph 15, so long as
any assignee or successor  Tenant by reason of merger or asset purchase or other
transaction  contemplated  by this  grammatical  paragraph  which shall have the
primary  responsibility  for complying with the obligations of Tenant under this
Lease shall have a satisfactory  credit history and/or a showing of satisfactory
financial responsibility ("FINANCIAL RESPONSIBILITY"),  upon notice to Landlord,
but without the requirement of Landlord's consent,  and without the right of any
recapture  by  Landlord,  Tenant may assign this Lease or sublet or allow use of
the Premises,  or any portion  thereof by a Tenant  Affiliate.  Further,  in the
event that such Tenant Affiliate shall have such Financial Responsibility,  then
Landlord  shall not  unreasonably  withhold its consent to releasing  such named
Tenant  from this  Lease.  A "TENANT  AFFILIATE"  shall  mean:  (a) any  person,
corporation,  partnership, trust or other entity which controls or is controlled
by or is under common control with Tenant; (b) any corporation  resulting from a
merger or consolidation with Tenant; (c) any person,  corporation,  partnership,
trust or other entity  succeeding to the business or assets of Tenant or (d) any
person,  corporation,  partnership,  trust or other entity which acquires all or
substantially all of the assets or business of Tenant,  provided,  however, that
any assignee assumes in full the obligations of Tenant under this Lease. As used
in the  definition of "Tenant  Affiliate"  the term  "control" or  "controlling"
shall mean (i) the  possession,  directly  or  indirectly,  of the power to vote
fifty-one percent (51%) or more of the stock, voting trust certificates or other

                                       11
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
securities  having  voting  power for the  election of  directors of a corporate
entity, (ii) the status of a general partner of a general or limited partnership
(provided  that, in addition to the ownership of all of the general  partnership
interests,  a total of fifty-one percent (51%) of the partnership  interests are
owned) or (iii) the  possession  of the power to  otherwise  direct or cause the
direction  of the  management  and  policies of an entity,  whether  through the
ownership of voting stock,  voting trust  certificates or other securities or of
partnership interests or by contract or otherwise.  Notwithstanding  anything to
the  contrary  contained in this  Paragraph  15, the transfer of any interest in
Tenant which is effected through the sale of the shares of Tenant (or, following
an  assignment  or sublet to any Tenant  Affiliate,  the  shares of such  Tenant
Affiliate or any other Tenant  Affiliate)  through the "over the counter market"
or  through  any  recognized  stock  exchange,  shall  not  be  deemed  to be an
assignment or transfer of this Lease.

     16. DEFAULT BY TENANT AND REMEDIES.

          a. DEFAULT.  The occurrence of any one or more of the following events
     shall constitute a material default and breach of this Lease by Tenant:

               (1) The abandonment of the Premises by Tenant, or the vacating of
          the Premises for a period of five (5) consecutive days.

               (2) The failure by Tenant to make any payment of rent, additional
          rent or any other  payment  required  to be made by  Tenant  hereunder
          within five (5) days after the same shall be due.

               (3) Tenant makes any  assignment or sublets the Premises  without
          written approval of the Landlord and Landlord under the Master Lease.

               (4) Tenant makes an assignment  for the benefit of creditors or a
          receiver is  appointed  to take  possession  of  substantially  all of
          Tenant's  assets  located in the  Premises or of Tenant's  interest in
          this  Lease,  or a petition  is filed by or against  Tenant  under any
          section of the Bankruptcy Act which is not dismissed within sixty (60)
          days thereafter,  or  substantially  all of Tenant's assets located in
          the  Premises  or Tenant's  leasehold  interest  in the  Premises  are
          attached or taken by other judicial seizure.

               (5) The  failure  by  Tenant  to  observe  or  perform  any other
          covenant,  condition  or  provision  of this Lease to be  observed  or
          performed by Tenant where such failure shall  continue for a period of
          thirty (30) days after written  notice thereof is given by Landlord to
          Tenant.

          b.  REMEDIES.  In the event of any such material  default or breach by
     Tenant,  Landlord shall have the right,  at its election,  without  further
     notice or demand,  to reenter upon the Premises with or without  process of
     law and  take  possession  of the same and of all  equipment  and  fixtures
     therein, including the right to change door locks and suspend utilities and
     services and expel or remove  Tenant and all other  parties  occupying  the
     Premises  using such force as may  reasonably be necessary to do so without
     being  liable to Tenant  for any loss or damage  occasioned  thereby;  such
     property may be removed and stored in any other place in the building or in

                                       12
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     any other place,  for the account of and at the expense and risk of Tenant,
     and Tenant will pay to Landlord on request any and all expenses incurred in
     such  removal and any storage  charges  therefor;  or Landlord  may, at its
     option,  without  notice to Tenant,  sell said  property for such price and
     upon such terms as Landlord  may  determine,  applying the proceeds of such
     sale upon any  amounts  due under this  Lease,  including  the  expenses of
     removal and sale.

          Should  Landlord elect to reenter as herein provided or should it take
     possession pursuant to legal proceedings, it may terminate this Lease or it
     may, from time to time, without  terminating this Lease, relet the Premises
     or any part  thereof  for such term or terms and at such  rental or rentals
     and upon such other terms and conditions as Landlord in its sole discretion
     may deem advisable with the right to make  alterations  and repairs to said
     Premises  at the  expense  of Tenant,  or it may avail  itself of any other
     right or remedy granted by law or equity,  to be exercised  cumulatively or
     successively as the law permits.

          In the event  that  Landlord  relets the  Premises  from time to time,
     Tenant  shall have no right or  authority  whatever  to collect any rentals
     received  thereunder  and the  rentals so  received  by  Landlord  shall be
     applied  first to the  payment of any  indebtedness,  other than rent,  due
     hereunder from Tenant to Landlord,  then to the payment of any cost of such
     reletting, including attorneys' fees and leasing commissions which Landlord
     may  have  paid or  incurred  in  connection  with  such  repossession  and
     reletting,  then to the payment of the cost of any  alteration or repair to
     the Premises to make them tenantable or acceptable to a new tenant, then to
     the  payment of rent due and unpaid  hereunder,  and the  residue,  if any,
     shall be held by Landlord and applied in payment of future rent as the same
     may become due and payable hereunder.

          Whether or not the Premises  are relet,  Tenant shall pay Landlord all
     amounts required to be paid by Tenant up to the date of Landlord's reentry,
     and thereafter, Tenant shall pay Landlord until the end of the term of this
     Lease the amount of all  rentals and other  charges  required to be paid by
     Tenant  hereunder,  less the  proceeds  of such  reletting  during the term
     hereof,  if any,  after payment of the  foregoing.  Such payments by Tenant
     shall be due at such times as are provided in this Lease, and Landlord need
     not delay any action to recover such payments until the termination of this
     Lease.  Landlord  shall not by such  reentry or other act be deemed to have
     terminated  this Lease unless  Landlord shall give to Tenant written notice
     of  Landlord's  election to terminate  this Lease as provided  herein,  and
     Landlord shall  thereupon be entitled to recover from Tenant the worth,  at
     the time of such termination,  of the rent and other charges required to be
     paid by Tenant hereunder for the balance of the term of this Lease (if this
     Lease has not been so terminated),  less any portion which Tenant can prove
     could have reasonably been avoided through reletting.

          c. LATE PAYMENT CHARGES. Tenant's failure to pay amounts due hereunder
     promptly when due or the payment of amounts due hereunder by check or draft
     which is dishonored may cause Landlord to incur  unanticipated  costs.  The
     exact  amount of such  costs are  impractical  or  extremely  difficult  to
     ascertain.  Such costs may  include,  but are not limited  to,  processing,
     accounting and collection  costs.  Therefore,  if Landlord does not receive
     any payment when due as defined in this Lease or payment is dishonored  for

                                       13
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     any reason,  Tenant shall pay  Landlord a late payment  charge equal to ten
     percent (10%) of the such amount. Both Tenant and Landlord hereby expressly
     agree  that such  late  payment  charge  represents  a fair and  reasonable
     estimate of the costs Landlord will incur by reason of such late payment.

          Acceptance of a rental payment  without a late payment charge does not
     constitute  a waiver by Landlord of these late payment  charge  provisions,
     and shall not work to prevent  Landlord from later enforcing this provision
     and assessing late payment  charges,  or enforcing  Landlord's other rights
     and  remedies.  Further,  these  late  payment  charge  provisions  do  not
     constitute  a waiver of any default  provisions  previously  stated in this
     paragraph.

     17. MISCELLANEOUS.

          a. FORM OF  PAYMENT:  Tenant  agrees to timely  make all  payments  to
     Landlord provided for herein by U.S. currency,  or check,  cashier's check,
     money order or certified check payable in immediately available U.S. funds.
     In the event that any instrument tendered by Landlord in payment of amounts
     due hereunder is returned by any financial institution unpaid, Tenant shall
     pay to Landlord a fee of $100.00 per item returned, in addition to any late
     payment charge  reflected  above. In Landlord's sole  discretion,  upon two
     days advance  written notice from Landlord,  Tenant agrees that all amounts
     due hereunder shall be timely paid by Tenant in U.S. currency, or cashier's
     check, money order or certified check payable in immediately available U.S.
     funds.

          b. APPLICATION OF PAYMENTS: Tenant hereby agrees that any amounts paid
     by Tenant  hereunder  may be applied by Landlord  as  Landlord  sees fit in
     Landlord's  sole  discretion,  such as  first to late  fees,  next to other
     payments due and finally to rent due.

     18. RULES AND REGULATIONS. Tenant agrees and covenants that it shall comply
with all rules and  regulations  regarding the use and occupancy of the Premises
and all common  areas and  facilities  thereof,  as  Landlord  shall in its sole
discretion  establish  from time to time.  Upon ten (10) days written  notice to
Tenant, Landlord shall have the right to repeal, amend, alter or supplement such
rules and  regulations.  Tenant shall engage the alarm system at all times where
the Premises is not occupied.

     19. PARKING.  Tenant shall have use of forty (40) covered and an additional
one hundred six (106)  uncovered  parking  spaces.  The allotted  parking spaces
shall be identified as reserved for Tenant.  Parking spaces shall be used solely
for the purpose of parking motorized  passenger  vehicles belonging to employees
or visitors of Tenant  during  normal  business  hours.  Tenant  shall not cause
anything, including vehicles, to remain overnight in said parking spaces.

     20. SIGNS.

          a.  Tenant  shall not erect or install any  advertising  matter of any
     nature whatsoever,  including any sign, lettering, placard, on any exterior
     door, wall or window of the Premises or in any window display area, without
     first obtaining the written  consent of Landlord.  Tenant agrees not to use
     any advertising media that may be deemed objectionable to Landlord or which
     may be  heard or  experienced  outside  the  Premises,  including,  but not
     limited to, flashing  lights,  search lights,  loud speakers,  phonographs,
     records or television.

                                       14
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
          b. Tenant may, at its sole cost and expense,  install Building signage
     on the west end of the Building  corresponding  to the planned entry to the
     Premises as well as on the  monument  sign at the  northeast  corner of the
     land surrounding the Building. Tenant must obtain all required permits from
     the City of  Phoenix  for such  signage  and  must  conform  to all City of
     Phoenix sign guidelines and regulations.

     21.  ACCESS TO  PREMISES.  Landlord  shall have the right to enter upon the
Premises at all reasonable  times for the purpose of examining or inspecting the
Premises,  or showing the same to prospective tenants or lenders,  provided that
except in the case of an emergency  when Tenant is not at the  Premises,  Tenant
shall  at all  times  be  permitted  to have one of  Tenant's  Agents  accompany
Landlord on any such examination or inspection. Landlord shall have the right to
place a sign upon the Premises  indicating that the Premises are for rent, lease
or sale one hundred  eighty  (180) days prior to the  expiration  of the term of
this Lease.

     22. SURRENDER OF THE PREMISES. Upon the expiration or sooner of this Lease,
Tenant shall quit and surrender the Premises and all  improvements  thereon,  in
good order and condition, ordinary wear excepted.

     23.  HOLDING  OVER.  If Tenant shall remain in  possession  of the Premises
after the expiration or sooner  termination of this Lease, such occupancy shall,
at the sole option of Landlord, be a tenancy from month to month upon all of the
terms and provisions hereof, except that Monthly Rent shall be one hundred fifty
percent (150%) of the amount required  immediately  prior to the commencement of
the holdover  tenancy.  Said monthly  tenancy may be  terminated by either party
upon giving the other not less than thirty  (30) days prior  written  notice and
such tenancy shall only be terminable at the end of a particular calendar month.

     24. INDEMNITY.

          a. Tenant does hereby indemnify  Landlord against any claim,  expense,
     action,  loss or  liability  paid,  suffered or incurred as a result of any
     breach by Tenant, its servants, agents, employees,  customers,  visitors or
     licensees,  of any  covenant or  condition  contained  in this Lease,  as a
     result of Tenant's use or occupation  of the Premises or the  carelessness,
     neglect or improper conduct of Landlord, its servants,  agents,  employees,
     customers, visitors or licensees or arising directly or indirectly from the
     existence  of  Hazardous  Materials  if placed on the  Premises  by acts of
     Landlord  or third  parties  other than  Tenant and its  servants,  agents,
     employees,  customers,  visitors or licensees.  This indemnification  shall
     survive the termination of this lease.

          b. Landlord does hereby indemnify  Tenant against any claim,  expense,
     action,  loss or  liability  paid,  suffered or incurred as a result of any
     breach by Landlord, its servants, agents, employees, customers, visitors or
     licensees,  of any  covenant or  condition  contained  in this Lease,  as a
     result of Landlord's use,  occupation or leasing of the remaining  portions
     of the  Building  or the  carelessness,  neglect  or  improper  conduct  of
     Landlord, its servants, agents, employees, customers, visitors or licensees
     or  arising   directly  or  indirectly  from  the  existence  of  Hazardous
     Materials, environmental conditions or ADA non-compliance conditions of the
     Premises. This indemnification shall survive the termination of this lease.

                                       15
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     25.  LANDLORD'S  LIEN.  As  security  for the payment of rent and any other
indebtedness of Tenant to Landlord arising out of this Lease, and in addition to
any statutory  landlord's lien, to the extent that Tenant is not required by any
third party institutional lender ("TENANT'S LENDER") to grant to Tenant's Lender
a lien (the "PERSONAL  PROPERTY  LIEN") upon all personal  property,  furniture,
fixtures, equipment and improvements installed or placed in or upon the Premises
by or through  Tenant,  Tenant hereby grants to Landlord such Personal  Property
Lien, PROVIDED,  HOWEVER, that Landlord hereby acknowledges that Tenant may from
time to time be  required  by  Tenant's  Lenders  to obtain a lien  waiver  from
Landlord  pursuant to which Landlord  waives the Personal  Property Lien for the
benefit of any such  Tenant's  Lender  and,  with  respect  to any such  waiver,
Landlord shall execute such waiver of Personal  Property Lien for the benefit of
any such Tenant Lender as Tenant may from time to time request.

     26. WAIVER OF RIGHT OF SUBROGATION.  Landlord and Tenant hereby release and
waive,  on behalf of any company,  firm or individual  insuring the Premises and
any appurtenances thereof, its contents and any property of Tenant, any right of
subrogation  against the other which would  otherwise arise in favor of any such
insurers. Landlord and Tenant agree that, to the extent that such endorsement is
available,  they will each  obtain for the  benefit of the other a waiver of any
right of subrogation from their respective insurers.

     Landlord and Tenant  further agree and covenant  that,  with respect to any
loss  or  destruction  of the  Premises  or any  appurtenances  thereof,  or its
contents  or any  property of Tenant,  occasioned  by any act or omission of the
other, Landlord and Tenant shall first seek satisfaction therefor from available
insurance  and shall  proceed  against  the other only to the  extent  that said
losses or damages are not thereby fully compensated.

     27.  ATTORNEYS' FEES AND COSTS. In the event that any suit is instituted by
Landlord  against  Tenant  in any way  connected  with  this  Lease,  or for the
recovery of rent or  possession  of the  Premises,  Landlord  shall recover from
Tenant  reasonable  attorneys'  fees and all costs in connection with said suit,
whether or not same shall proceed to judgment.

     28. NOTICES.  All written  communications,  notices or demands  required or
permitted to be given  hereunder  shall be deemed to have been given when a copy
of the  notice is hand  delivered  or  mailed,  postage  prepaid,  certified  or
registered mail, to the address  specified  herein,  or to such other address as
shall be designated in writing, as provided herein.

     29. MECHANICS' AND MATERIALMEN'S LIEN. Tenant shall pay or cause to be paid
all costs for work  done by it or  caused to be done by it on the  Premises  and
Tenant shall keep the Premises free and clear of all mechanics'  liens and other
liens on  account of work done by Tenant or persons  claiming  under it.  Tenant
agrees to and shall indemnify and hold the Landlord harmless against  liability,
loss,  damages,  costs,  attorney's  fees,  and all other expenses on account of
claims of lien for work performed or materials or supplies  furnished for Tenant
or persons  claiming  under it. If any claim of lien is  perfected  against  the
Premises  or the  Building,  as a result of work  done by  Tenant  or  materials
furnished  to Tenant or persons  claiming  under  Tenant,  Tenant  shall  within

                                       16
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
fifteen (15) days thereafter, cause the property which is subject to the lien to
be  discharged  therefrom by paying such lien or by recording a surety bond.  If
Tenant  shall be in default  in paying any charge for which a lien claim  and/or
suit to  foreclose  the lien has been  filed,  Landlord  may (but  shall  not be
required  to) pay the  claim  and  any  costs,  and the  amount  so  paid,  plus
reasonable  attorney's  fees,  shall be immediately due and owing from Tenant to
Landlord.

     30. TIME IS OF THE ESSENCE.  Time shall be of the essence of this Lease and
each of the provisions herein.

     31.  CUMULATIVE  REMEDIES.  No remedy or election given by any provision in
this Lease shall be deemed exclusive unless so indicated but it shall,  whenever
possible,  be  cumulative  with all other  remedies in law or equity,  except as
otherwise herein specifically provided.

     32.  WAIVER.  No waiver by Landlord of any provision of this Lease shall be
effective except by an instrument in writing signed by Landlord and shall not be
deemed to be a waiver of any other provision hereof or of any subsequent  breach
by Tenant of the same or any other  provision.  If consent or approval  given by
Landlord  under  this  Lease,  it shall  not be  deemed  to be a  waiver  of any
requirement  of  Landlord's  consent to or  approval  of any  subsequent  act of
Tenant, whether or not similar to the act so consented to or approved. No act or
thing done by Landlord or Landlord's  agents during the term of this Lease shall
be deemed an  acceptance  of a surrender  of the  Premises  and no  agreement to
accept such a surrender shall be valid unless in writing and signed by Landlord.
No employee of Landlord, or of Landlord's agents, shall have any power to accept
the keys to the Premises prior to the termination of this Lease and the delivery
of the keys to any such  employee  shall not  operate as a  termination  of this
Lease or a surrender of the Premises.

     33.  LIMITATION ON LIABILITY.  In  consideration  of the benefits  accruing
hereunder,  Tenant and all successors  and assigns,  covenant and agree that, in
the event of any  actual or alleged  failure,  breach or  default  hereunder  by
Landlord: (1) the sole and exclusive remedy shall be against Landlord's interest
in the property  wherein the Premises is located;  (2) no officer or director of
Landlord  shall be sued or named as a party in any suit or action (except as may
be necessary to secure  jurisdiction  over Landlord);  (3) no service of process
shall be made  against any  officer or  director  of Landlord  (except as may be
necessary to secure  jurisdiction over Landlord);  (4) no officer or director of
Landlord  shall be  required  to answer or  otherwise  plead to any  service  of
process;  (5) no  judgment  will be taken  against  any  officer or  director of
Landlord; (6) any judgment taken against any officer or director of Landlord may
be  vacated  and set aside at any time nunc pro tunc;  (7) no writ of  execution
will ever be levied  against the assets of any officer or director of  Landlord;
(8) the  obligations  of Landlord  under this Lease do not  constitute  personal
obligations of the individual  directors,  officers,  shareholders  or agents of
Landlord,  and Tenant shall not seek recourse  against the  individual  members,
directors, officers, shareholders or agents of Landlord or any of their personal
assets for  satisfaction  of any liability in respect to this Lease;  and (9) in
any event,  Landlord's  liability shall be limited to the cost to remedy,  or of
repair  or  replacement  such  that  Landlord  shall  in no case be  liable  for
consequential,  incidental or punitive damages  irrespective of upon what action
or inaction  Landlord's alleged liability is based, or whether such liability is
founded  upon this  Lease or duties  allegedly  imposed by law,  or whether  the
liability arises from Landlord's or some third-party's negligence or misconduct.

                                       17
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     34. CONSTRUCTION.  This Lease shall be governed,  construed and enforced in
accordance with the laws of the State of Arizona.  The parties hereto agree that
all provisions  hereof are to be construed as covenants and agreements as though
words  importing  such  covenants  and  agreements  were  used in each  separate
sentence  and clause  hereof.  It is agreed that if any  provision of this Lease
shall be determined to be void by any court of competent jurisdiction, then such
determination  shall not affect any other provision of this Lease,  and all such
other  provisions  shall  remain in full force and effect.  Notwithstanding  any
otherwise applicable rule of construction,  the parties agree that this Lease is
the result of an arms length negotiation,  such that the provisions hereof shall
not be construed for or against either party.

     35. ENTIRE  AGREEMENT.  This Lease and the covenants and agreements  herein
are and shall  constitute  the entire  agreement  between the parties.  No prior
agreement or understandings,  verbal or otherwise, of the parties, their agents,
servants,  employees or attorneys shall be valid or enforceable  unless embodied
in this Lease. Each party to this Lease hereby  acknowledges and agrees that the
other party has made no warranties,  representations,  covenants and agreements,
express or implied,  to such party other than those  expressly set forth herein,
and that each party in entering into and executing this Lease has relied upon no
warranties, representations,  covenants or agreements other than those expressly
set forth herein. This Lease may not be altered or amended in any respect except
by an agreement in writing executed by Landlord and Tenant.

     36. BENEFITS.  This Lease shall be binding upon and inure to the benefit of
the parties hereto and their representatives, successors and permitted assigns.

     37. LIST OF  EXHIBITS.  The  following  exhibits  are  attached  hereto and
incorporated herein:

        Exhibit A - Depiction of Premises
        Exhibit B - Copy of Tenant Plans
        Exhibit C - Copy of Master Lease
        Exhibit D - Copy of Avnet Waiver of Right of First Refusal for Premises.

     38. MASTER LEASE.

          a. This Lease shall become  effective only upon execution and delivery
     thereof by both parties and upon Master  Landlord's  written consent to the
     terms of this  Lease.  Landlord  shall use best  efforts  to obtain  Master
     Landlord's  written consent at Landlord's sole cost and expense,  including
     payment of any  reasonable  fee charged by Master  Landlord,  in connection
     with this  Lease.  Tenant  acknowledges  that  this  Lease is  subject  and
     subordinate  to the Master  Lease,  a set forth in the second  paragraph of
     Section 17 of the Master Lease.

          b. Landlord represents and warrants to Tenant that, attached hereto as
     EXHIBITS C AND D are,  respectively,  a true and correct copy of the Master
     Lease and the waiver of Avent,  Inc. to lease the  Premises  and that as of
     the date  hereof  there are no  Building  rules and  regulations  under the
     Master Lease.

                                       18
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
          c. Landlord will not cause or knowingly allow to be caused any default
     under the Master Lease which shall remain  uncured at the expiration of the
     applicable cure period set forth therein, unless such default arises out of
     a failure by Tenant to perform its obligations  under this Lease.  Landlord
     will  deliver to Tenant a copy of any notice of default by  Landlord  under
     the Master Lease within ten (10) days after receipt thereof by Landlord. In
     addition,  in the event  Landlord is in default  under the Master Lease and
     such default continues beyond the expiration of the applicable grace period
     set forth therein (a "CONTINUING  DEFAULT"),  Tenant shall  thereafter have
     the right (but not the  obligation)  to cure such  Continuing  Default,  if
     Tenant's cure of such  Continuing  Default is acceptable to Master Landlord
     and  provided  that Tenant  gives  Landlord  prior  written  notice of such
     undertaking (PROVIDED,  FURTHER, that if any such cure is of a non-monetary
     default,  Tenant  acknowledges  that Tenant's right to effect any such cure
     shall be subject to the  consent of the Master  Landlord  and that,  in all
     events,  any such cures  shall be subject to the terms of Section 19 of the
     Master  Lease and  coterminous  with the cure rights of Landlord  under the
     Master  Lease).  Finally,  Tenant  acknowledges  that,  as set forth in the
     Master Landlord's  consent to this Lease, the Master Landlord is willing to
     attempt  to  provide a copy to Tenant of any  written  notices of Events of
     Default by Master  Landlord under the Master Lease that the Master Landlord
     is  obligated  to provide to  Landlord  under the Master  Lease,  PROVIDED,
     HOWEVER,  that Master  Landlord's  failure to provide such a copy to Tenant
     shall not be deemed to impair  or  impact  the  validity  of any  notice of
     default  under the  Master  Lease or the right of the  Master  Landlord  to
     pursue any of Master Landlord's right or remedies under the Master Lease.

          d. If any event occurs as a result of any actions other than a default
     by Landlord under the Master Lease which would permit Landlord to terminate
     the Master  Lease as it  relates to the  Premises,  Landlord  shall  notify
     Tenant  of such  occurrence  and of its  recommendations  immediately  with
     regard to such  termination  rights (the "FIRST  NOTICE").  Landlord  shall
     decide in its reasonable  discretion whether or not to terminate the Master
     Lease and shall give  Tenant  written  notice of such  decision,  provided,
     however, that if Tenant desires to remain in the Premises Tenant shall have
     the right  upon  receipt  of the First  Notice to elect for a period of ten
     (10) days  following  receipt  of the First  Notice to  negotiate  with the
     Master  Landlord for a direct  lease  between  Master  Landlord and Tenant.
     After the  expiration  of the  aforesaid  ten (10) day period,  if Landlord
     still  desires to terminate the Master Lease as it relates to the Premises,
     this Lease shall terminate on the earlier of the date of termination of the
     Master  Lease or the date  which is (30) days after  Tenant's  receipt of a
     copy of Landlord's written notice of termination to the Master Landlord.

          e. In the event of any such  default  or  failure  of  performance  by
     Master Landlord,  Landlord agrees,  upon notice from Tenant, to make demand
     upon Master Landlord to perform its obligations  under the Master Lease and
     to  otherwise  cooperate  reasonably  with Tenant as Tenant may  reasonably
     request, in enforcing the remedies provided in the Master Lease.

                                       19
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     39. BROKERS'  COMMISSIONS.  Each party  represents to the other that it has
directly   with  and  only  with  Lee  &   Associates   Arizona   and   Colliers
International(collectively,  the "Brokers") (whose  commissions shall be paid by
Landlord  pursuant  to  separate  agreement)  as broker in  connection  with the
effectuation,  negotiation and execution of this Lease, and each party agrees to
indemnity and hold the other  harmless  from all damages,  liability and expense
(including reasonable attorneys' fees) arising from any claims or demands of any
other broker or brokers or finders for any commissions or fees alleged to be due
such broker or brokers or finders in connection with its participating  with the
indemnifying party in the effectuation,  negotiation and execution of this Lease
in violation of such party's representation aforesaid.

                            [Signature Page Follows]

                                       20
                                                                  INITIAL ______
                                                                          ______
                                                                          ______
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and
year first above written.


                                        LANDLORD

                                        SPEEDFAM-IPEC, INC.,
                                        an Illinois corporation


                                        By: /s/ J. Michael Dodson
                                            ------------------------------------
                                            Name: J. Michael Dodson
                                            Its:  Chief Financial Officer


                                        TENANT

                                        VODAVI COMMUNICATIONS SYSTEMS, INC.,
                                        an Arizona corporation


                                        By: /s/ Gregory K. Roeper
                                            ------------------------------------
                                            Name: Gregory K. Roeper
                                            Its:  President and Chief Executive
                                                  Officer

                                       21
                                                                  INITIAL ______
                                                                          ______
                                                                          ______