LEASE
                      [Compiled to include all amendments]

                               INDUSTRIAL - GROSS
                                 REFERENCE PAGE

                                          LEASE # __51_____



BUILDING:                             HOHOKAM 10 EAST PARK

                                      HOHOKAM 10 INDUSTRIAL PARK,
                                      a property of RREEF Performance
                                      Partnership-I, L.P., an Illinois limited
                                      partnership

LANDLORD'S ADDRESS:                   c/o RREFF Management Company
                                      2201 East Camelback Road, Suite 230B
                                      Phoenix, Arizona 85016

LEASE REFERENCE DATE:                 September 29, 1998

TENANT:                               CMP Solutions, Inc., an Arizona
                                      Corporation

TENANT'S ADDRESS:                     2450 W. 12Th Street, Suites #2 & 3, Tempe,
                                      Arizona 85281

PREMISES IDENTIFICATION:              2450 W. 12th Street, Suites #302 & 303
                                      Tempe, Arizona 85281
                                      (For Outline of Premises See Exhibit A)

USE:                                  Office/warehouse for
                                      Semiconductor Wafer Processing

PREMISES RENTABLE AREA:               approximately 4,284 SQ. FT.

SCHEDULED COMMENCEMENT DATE:          October 1, 1998

TERMINATION DATE:                     September 30, 2001

TERM OF LEASE:                        3 years, 0 months and 0 days beginning on
                                      the commencement date and ending on the
                                      termination date (unless sooner terminated
                                      pursuant to the lease).

INITIAL ANNUAL RENT (ARTICLE 3):      $41,126.40  See Article 38

INITIAL MONTHLY INSTALLMENT OF        $3,427.20   See Article 38
ANNUAL RENT (ARTICLE 3):
<PAGE>
BASE YEAR (TAXES, INSURANCE &
DIRECT EXPENSE):                      1998

TENANT'S PROPORTIONATE SHARE:         .02%, consisting of the ratio that the
                                      rentable area of the Premises bears to the
                                      rentable area of the Building or Project
                                      which is currently at 256,920 sq. ft.

SECURITY DEPOSIT:                     $3,500.00

ASSIGNMENT/SUBLETTING FEE:            $500.00

REAL ESTATE BROKER DUE                RREEF Management Company
COMMISSION:

The  Reference  Page  information  is  incorporated  into and made a part of the
Lease. In the event of any conflict  between any Reference Page  information and
the Lease, the Lease shall control. This Lease includes Exhibits A through E all
of which are made a part of this lease.

LANDLORD:                                      TENANT:
HOHOKAM 10 INDUSTRIAL PARK,                    CMP Solutions, Inc.
A Property of RREEF Performance                an Arizona Corporation
Partnership-I, L.P.,
an Illinois Limited Partnership

By:      RREEF MANAGEMENT COMPANY,
         a Delaware Corporation

By:      /s/ Sally Ryan                        By:      /s/ Mark Simon
         ------------------------------                 ------------------------
         Sally Ryan                                     Mark Simon

Title:   District Manager                      Title:   President

Date:    9/30/98                               Date:    9/30/98

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<PAGE>
                                      LEASE

     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference  Page.  The
Reference Page,  including all terms defined thereon, is incorporated as part of
this Lease.

1. USE AND RESTRICTIONS ON USE.

     1.1 The  Premises  are to be used  solely  for the  purposes  stated on the
Reference  Page.  Tenant shall not do or permit  anything to be done in or about
the  Premises  which will in any way  obstruct or  interfere  with the rights of
other tenants or occupants of the Building or injure,  annoy, or disturb them or
allow  the  Premises  to  be  used  for  any  improper,  immoral,  unlawful,  or
objectionable  purpose.  Tenant shall not do,  permit or suffer in, on, or about
the Premises the sale of any  alcoholic  liquor  without the written  consent of
Landlord first  obtained,  or the  commission of any waste.  Tenant shall comply
with all governmental laws, ordinances and regulations  applicable to the use of
the Premises and its occupancy and shall promptly  comply with all  governmental
orders and  directions  for the  correction,  prevention  and  abatement  of any
violations in or upon, or in connection with, the Premises, all at Tenant's sole
expense.  Tenant  shall  not do or  permit  anything  to be done on or about the
Premises  or bring or keep  anything  into the  Premises  which  will in any way
increase  the rate of,  invalidate  or prevent the  procuring  of any  insurance
protecting against loss or damage to the Building or any of its contents by fire
or other  casualty  or against  liability  for damage to  property  or injury to
persons in or about the Building or any part thereof.

     1.2 Tenant  shall not,  and shall not  direct,  suffer or permit any of its
agents,  contractors,  employees,  licensees  or invitees to at any time handle,
use,  manufacture,  store or dispose of in or about the Premises or the Building
any (collectively  "Hazardous Materials")  flammables,  explosives,  radioactive
materials,  hazardous wastes or materials,  toxic wastes or materials,  or other
similar  substances,  petroleum products or derivatives or any substance subject
to  regulation  by or under any  federal,  state and local  laws and  ordinances
relating to the protection of the environment or the keeping, use or disposition
of environmentally  hazardous  materials,  substances,  or wastes,  presently in
effect or hereafter  adopted,  all  amendments to any of them, and all rules and
regulations  issued  pursuant  to any  such  laws  or  ordinances  (collectively
"Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials
to be used in any manner not fully in compliance with Environmental Laws, in the
Premises or the Building and appurtenant land or allow the environment to become
contaminated with any Hazardous  Materials.  Notwithstanding the foregoing,  and
subject to Landlord's prior consent, Tenant may handle, store, use or dispose of
products  containing  small  quantities of Hazardous  Materials (such as aerosol
cans containing  insecticides,  toner for copiers, paints, paint remover and the
like) to the extent  customary  and  necessary  for the use of the  Premises for
general office purposes;  provided that Tenant shall always handle,  store, use,
and  dispose of any such  Hazardous  Materials  in a safe and lawful  manner and
never allow such Hazardous  Materials to contaminate the Premises,  Building and
appurtenant land or the environment. Tenant shall protect, defend, indemnify and
hold each and all of the  Landlord  Entities (as defined in Article 30) harmless
from and against any and all loss,  claims,  liability or costs (including court
costs and attorney's  fees) incurred by reason of any actual or asserted failure
of  Tenant  to fully  comply  with all  applicable  Environmental  Laws,  or the

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presence,  handling, use or disposition in or from the Premises of any Hazardous
Materials (even though  permissible under all applicable  Environmental  Laws or
the provisions of this Lease), or by reason of any actual or asserted failure of
Tenant to keep, observe, or perform any provision of this Section 1.2.

2. TERM.

     2.1 The Term of this Lease  shall begin on the date  ("Commencement  Date")
which  shall be the  later of the  Scheduled  Commencement  Date as shown on the
Reference  Page  and the date  that  Landlord  shall  tender  possession  of the
Premises to Tenant.  Landlord  shall tender  possession of the Premises with all
the work,  if any, to be  performed  by  Landlord  pursuant to Exhibit B to this
Lease  substantially  completed.  Tenant shall deliver a punch list of items not
completed within 30 days after Landlord  tenders  possession of the Premises and
Landlord  agrees to  proceed  with due  diligence  to  perform  its  obligations
regarding  such items.  Landlord and Tenant shall  execute a memorandum  setting
forth the actual  Commencement  Date and Termination  Date, if such dates differ
than that shown on the Reference Page.

     2.2 Tenant agrees that in the event of the inability of Landlord to deliver
possession of the Premises on the Scheduled  Commencement  Date,  Landlord shall
not be liable for any damage  resulting from inability,  but Tenant shall not be
liable for any rent until the time when  Landlord  can,  after notice to Tenant,
deliver possession of the Premises to Tenant. No such failure to give possession
on the Scheduled  Commencement Date shall affect the other obligations of Tenant
under this Lease, except that if Landlord is unable to deliver possession of the
Premises within one hundred twenty (120) days of the Scheduled Commencement Date
(other than as a result of strikes,  shortages of  materials or similar  matters
beyond the reasonable  control of Landlord and Tenant is notified by Landlord in
writing as to such delay),  Tenant shall have the option to terminate this Lease
unless said delay is as a result of: (a) Tenant's  failure to agree to plans and
specifications;  (b) Tenant's  request for materials,  finishes or installations
other than  Landlord's  standard  except those, if any, that Landlord shall have
expressly  agreed to furnish without  extension of time agreed by Landlord;  (c)
Tenant's change in any plans or specifications; or (d) performance or completion
by a  party  employed  by  Tenant.  If any  delay  is the  result  of any of the
foregoing,  the Commencement Date and the payment of rent under this Lease shall
be accelerated by the number of days of such delay.

     2.3 In the event  Landlord shall permit Tenant to occupy the Premises prior
to the Commencement  Date, such occupancy shall be subject to all the provisions
of this Lease. Said early possession shall not advance the Termination Date.

3. RENT.

     3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to
time by paying the Monthly  Installment  of Rent then in effect on or before the
first day of each full  calendar  month  during the Term,  except that the first
month's  rent  shall be paid  upon the  execution  of this  Lease.  The  Monthly
Installment  of Rent in effect at any time  shall be  one-twelfth  of the Annual
Rent in effect at such time.  Rent for any period  during the Term which is less

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than a full month shall be a prorated portion of the Monthly Installment of Rent
based upon a thirty (30) day month. Said rent shall be paid to Landlord, without
deduction or offset and without notice or demand, at the Landlord's  address, as
set forth on the Reference  Page, or to such other person or at such other place
as Landlord may from time to time designate in writing.

     3.2 Tenant  recognizes that late payment of any rent or other sum due under
this Lease will  result in  administrative  expense to  Landlord,  the extent of
which additional expense is extremely difficult and economically  impractical to
ascertain.  Tenant  therefore  agrees  that if rent or any other sum is not paid
when due and payable  pursuant to this Lease,  a late charge shall be imposed in
an amount  equal to the greater  of: (a) Fifty  Dollars  ($50.00),  or (b) a sum
equal to five  percent (5%) per month of the unpaid rent or other  payment.  The
amount of the late charge to be paid by Tenant shall be reassessed  and added to
Tenant's   obligation  for  each  successive  monthly  period  until  paid.  The
provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay
rent or other  payments on or before the date on which they are due,  nor do the
terms of this  Section  3.2 in any way affect  Landlord's  remedies  pursuant to
Article 19 in the event said rent or other payment is unpaid after date due.

4. RENT ADJUSTMENTS.

     4.1 For the purposes of this Article 4, the following  terms are defined as
follows:

          4.1.1 Lease Year:  Each calendar year falling  partly or wholly within
the Term.

          4.1.2 Direct  Expenses:  All direct costs of  operation,  maintenance,
repair and management of the Building (including the amount of any credits which
Landlord  may grant to  particular  tenants of the Building in lieu of providing
any  standard  services or paying any standard  costs  described in this Section
4.1.2 for similar tenants),  as determined in accordance with generally accepted
accounting principles, including the following costs by way of illustration, but
limitation:  water and sewer  charges;  insurance  charges of or relating to all
insurance  policies  and  endorsements  deemed  by  Landlord  to  be  reasonably
necessary  or  desirable   and  relating  in  any  manner  to  the   protection,
preservation,  or operation of the Building or any part thereof;  utility costs,
including,  but not limited to, the cost of heat, light,  power, steam, gas, and
waste disposal;  the cost of janitorial services; the cost of security and alarm
services  (including any central  station  signaling  system);  window  cleaning
costs;  labor  costs;  costs and  expenses of managing  the  Building  including
management fees; air conditioning  maintenance costs;  elevator maintenance fees
and supplies; material costs, equipment costs including the cost of maintenance,
repair and service  agreements and rental and leasing  costs;  purchase costs of
equipment  other than capital  items;  current rental and leasing costs of items
which would be  amortizable  capital items if purchased;  tool costs;  licenses,
permits and inspection fees; wages and salaries;  employee  benefits and payroll
taxes;  accounting and legal fees;  any sales,  use or service taxes incurred in
connection  therewith.   Direct  Expenses  shall  not  include  depreciation  or
amortization  of the Building or  equipment  in the Building  except as provided
herein,  loan principal  payments,  costs of  alterations of tenants'  premises,
leasing  commissions,  interest  expenses on long-term  borrowings,  advertising
costs or  management  salaries  for  executive  personnel  other than  personnel
located at the Building. In addition, Landlord shall be entitled to amortize and

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<PAGE>
include as an  additional  rental  adjustment;  (i) an allocable  portion of the
costs of capital  improvement  items which are  reasonably  calculated to reduce
operating expenses;  (ii) fire sprinklers and suppression systems and other life
safety  systems;  and (iii) other capital  expenses which are required under any
governmental  laws,  regulations or ordinances  which were not applicable to the
Building at the time it was constructed.  All such costs shall be amortized over
the reasonable life of such improvements in accordance with such reasonable life
and amortization schedules as shall be determined by Landlord in accordance with
generally  accepted  accounting  principles,  with  interest on the  unamortized
amount at one percent (1%) in excess of the prime  lending rate  announced  from
time to time as such by The Northern Trust Company of Chicago, Illinois.

          4.1.3  Taxes:  Real  estate  taxes and any other  taxes,  charges  and
assessments  which  are  levied  with  respect  to  the  Building  or  the  land
appurtenant to the Building,  or with respect to any improvements,  fixtures and
other equipment or other property of Landlord, real or personal,  located in the
Building  and used in  connection  with the  operation  of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made by
such  lessor;  and  all  fees,  expenses  and  costs  incurred  by  Landlord  in
investigating,  protecting,  contesting or in any way seeking to reduce or avoid
increase in any  assessments,  levies or the tax rate pertaining to any Taxes to
be paid by  Landlord in any Lease  Year.  Taxes shall not include any  corporate
franchise,  or estate,  inheritance  or net income tax, or tax imposed  upon any
transfer by Landlord of its interest in this Lease or the Building.

     4.2 If in any Lease Year, (i) Direct Expenses paid or incurred shall exceed
Direct Expenses paid or incurred in the Base Year (Direct  Expenses) and/or (ii)
Taxes paid or incurred by Landlord in any Lease Year shall  exceed the amount of
such Taxes which became due and payable in the Base Year  (Taxes),  Tenant shall
pay as additional rent for such Lease Year Tenant's  Proportionate Share of such
excess.

     4.3 The annual  determination  of Direct Expenses shall be made by Landlord
and, if certified by a nationally recognized firm of public accountants selected
by Landlord,  shall be binding upon  Landlord and Tenant.  Tenant may review the
books and records  supporting such  determination in the office of Landlord,  or
Landlord's  agent,  during normal business hours,  upon giving Landlord five (5)
days  advance  written  notice  within  sixty  (60) days  after  receipt of such
determination,  but in no event more often than once in any one year period.  In
the event that during all or any portion of any Lease Year,  the Building is not
fully  rented and  occupied  Landlord  may make any  appropriate  adjustment  in
occupancy-related  Direct  Expenses  for such year for the  purpose of  avoiding
distortion  of the amount of such Direct  Expenses to be attributed to Tenant by
reason of  variation  in total  occupancy of the  Building,  by employing  sound
accounting and  management  principles to determine  Direct  Expenses that would
have been paid or incurred by Landlord  had the  Building  been fully rented and
occupied,  and the  amount so  determined  shall be  deemed to have been  Direct
Expenses for such Lease Year.

     4.4 Prior the actual  determination  thereof for a Lease Year, Landlord may
from time to time estimate  Tenant's  liability for Direct Expenses and/or Taxes
under  Section  4.2,  Article 6 and  Article  28 for the Lease  Year or  portion
thereof.  Landlord will give Tenant written  notification  of the amount of such
estimate  and  Tenant  agrees  that it will  pay,  by  increase  of its  Monthly
Installments  of Rent due in such Lease Year,  additional  rent in the amount of

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such estimate.  Any such increased rate of Monthly Installments of Rent pursuant
to this Section 4.4 shall remain in effect until further written notification to
Tenant pursuant hereto.

     4.5 When the above mentioned actual determination of Tenant's liability for
Direct  Expenses  and/or  Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:

          4.5.1 If the total  additional  rent Tenant  actually paid pursuant to
Section  4.3 on account of Direct  Expenses  and/or  Taxes for the Lease Year is
less than Tenant's liability for Direct Expenses and/or Taxes, then Tenant shall
pay such deficiency to Landlord as additional rent in one lump sum within thirty
(30) days of receipt of Landlord's bill therefor; and

          4.5.2 If the total  additional  rent Tenant  actually paid pursuant to
Section  4.3 on account of Direct  Expenses  and/or  Taxes for the Lease Year is
more than Tenant's  liability for Direct  Expenses  and/or Taxes,  then Landlord
shall  credit the  difference  against the then next due  payments to be made by
Tenant  under this Article 4. Tenant shall not be entitled to a credit by reason
of actual Direct  Expenses and/or Taxes in any Lease Year being less than Direct
Expenses and/or Taxes in the Base Year (Direct Expenses and/or Taxes).

     4.6 If the Commencement  Date is other than January 1 or if the Termination
Date is other than December 31, Tenant's liability for Direct Expenses and Taxes
for the Lease  Year in which said Date  occurs  shall be  prorated  based upon a
three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT.

     Tenant shall deposit the Security  Deposit with Landlord upon the execution
of this Lease.  Said sum shall be held by Landlord as security  for the faithful
performance  by Tenant of all the terms,  covenants and conditions of this Lease
to be kept and performed by Tenant and not as an advance  rental deposit or as a
measure of Landlord's  damage in case of Tenant's  default.  If Tenant  defaults
with respect to any  provision  of this Lease,  Landlord may use any part of the
Security Deposit for the payment of any rent or any other sum in default, or for
the payment of any amount which Landlord may spend or become  obligated to spend
by reason of Tenant's default,  or to compensate  Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant's  default.  If any portion
is so used,  Tenant shall within five (5) days after  written  demand  therefor,
deposit with Landlord an amount  sufficient  to restore the Security  Deposit to
its original amount and Tenant's  failure to do so shall be a material breach of
this Lease. Except to such extent, if any, as shall be required by law, Landlord
shall not be required to keep the  Security  Deposit  separate  from its general
funds,  and Tenant shall not be entitled to interest on such deposit.  If Tenant
shall fully and faithfully perform every provision of this Lease to be performed
by it, the Security  Deposit or any balance  thereof shall be returned to Tenant
at such time after termination of this Lease when Landlord shall have determined
that all of Tenant's obligations under this Lease have been fulfilled.

6. ALTERATIONS.

     6.1 Except for those,  if any,  specifically  provided  for in Exhibit B to
this  Lease,  Tenant  shall  not  make or  suffer  to be made  any  alterations,

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additions, or improvements, including, but not limited to, the attachment of any
fixtures or  equipment  in, on, or to the  Premises  or any part  thereof or the
making of any  improvements  as required by Article 7, without the prior written
consent of Landlord.  When applying for such consent, Tenant shall, if requested
by Landlord,  furnish complete plans and  specifications  for such  alterations,
additions and improvements.

     6.2 In the event  Landlord  consents to the making of any such  alteration,
addition  or  improvement  by Tenant,  the same  shall be made using  Landlord's
contractor (unless Landlord agrees otherwise) at Tenant's sole cost and expense.
If Tenant shall employ any Contractor other than Landlord's  Contractor and such
other Contractor or any  Subcontractor of such other Contractor shall employ any
non-union labor or supplier, Tenant shall be responsible for any and all delays,
damages and extra costs suffered by Landlord as a result of any dispute with any
labor unions concerning the wage,  hours,  terms or conditions of the employment
of any such labor.  In any event Landlord may charge Tenant a reasonable  charge
to cover its overhead as it relates to such proposed work.

     6.3 All alterations,  additions or improvements proposed by Tenant shall be
constructed  in  accordance  with all  government  laws,  ordinances,  rules and
regulations  and Tenant shall,  prior to  construction,  provide the  additional
insurance  required under Article 11 in such case, and also all such  assurances
to  Landlord,  including  but not  limited to waivers  of lien,  surety  company
performance  bonds and  personal  guaranties  of  individuals  of  substance  as
Landlord  shall  require to assure  payment of the costs  thereof and to protect
Landlord  and the  Building  and  appurtenant  land  against  any loss  from any
mechanic's,  materialmen's  or other liens.  Tenant shall pay in addition to any
sums due pursuant to Article 4, any  increase in real estate taxes  attributable
to any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable;  at Landlord's  election said sums shall be paid
in the same way as sums due under Article 4.

     6.4 All alterations, additions and improvements in, on, or to Premises made
or installed by Tenant, including carpeting, shall be and remain the property of
Tenant during the Term but, excepting furniture, furnishings, movable partitions
of less than full height from floor to ceiling and other trade  fixtures,  shall
become a part of the realty  and  belong to  Landlord  without  compensation  to
Tenant upon the  expiration  of sooner  termination  of the Term,  at which time
title  shall pass to  Landlord  under  this  Lease as by a bill of sale,  unless
Landlord  elects  otherwise.  Upon such election by Landlord,  Tenant shall upon
demand by Landlord,  at Tenant's  sole cost and expense,  forthwith and with all
due diligence remove any such alterations,  additions or improvements  which are
designated  by Landlord to be removed,  and Tenant shall  forthwith and with all
due diligence,  at its sole cost and expense, repair and restore the Premises to
their original  condition,  reasonable wear and tear and damage by fire or other
casualty excepted. Tenant shall remove the existing clean room from the premises
upon the  expiration  of the Lease  term,  repairing  any  damage  caused by the
removal  and  returning  the  space  occupied  by the  clean  room  to  leasable
condition.

7. REPAIR.

     7.1 Landlord shall have no obligation to alter, remodel,  improve,  repair,
decorate or paint the Premises,  except as specified in Exhibit B if attached to
this Lease and except that  Landlord  shall repair and  maintain the  structural
portions of the roof, walls and foundation of the Building. By taking possession
of  the  Premises,  Tenant  accepts  them  as being in good order, condition and

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repair and in the  condition in which  Landlord is obligated to deliver them. It
is hereby understood and agreed that no representations respecting the condition
of the Premises or the Building have been made by Landlord to Tenant,  except as
specifically  set forth in this  Lease.  Landlord  shall  not be liable  for any
failure to make any repairs or to perform any  maintenance  unless such  failure
shall persist for an unreasonable  time after written notice of the need of such
repairs  or  maintenance  is given to  Landlord  by  Tenant.  Landlord  shall be
responsible  for any needed repairs or  replacements to the existing HVAC system
during the initial ninety (90) days of the Lease term.

     7.2 Tenant shall at its own cost and expense keep and maintain all parts of
the Premises and such portion of the Building and improvements as are within the
exclusive  control of Tenant in good  condition,  promptly  making all necessary
repairs and replacements,  whether ordinary or extraordinary, with materials and
workmanship of the same character,  kind and quality as the original (including,
but not limited to, repair and replacement of all fixtures  installed by Tenant,
water  heaters  serving the  Premises,  windows,  glass and plate glass,  doors,
exterior  stairs,  skylights,  any special  office  entries,  interior walls and
finish work,  floors and floor coverings,  heating and air conditioning  systems
serving the Premises,  electrical systems and fixtures,  sprinkler systems, dock
boards, truck doors, dock bumpers,  plumbing work and fixtures,  and performance
of  regular  removal  of trash and  debris).  Tenant as part of its  obligations
hereunder  shall keep the  Premises in a clean and  sanitary  condition.  Tenant
will, as far as possible keep all such parts of the Premises from  deterioration
due to  ordinary  wear and from  falling  temporarily  out of  repair,  and upon
termination  of this  Lease in any way  Tenant  will  yield up the  Premises  to
Landlord in good condition and repair,  loss by fire or other casualty  excepted
(but not  excepting  any damage to  glass).  Tenant  shall,  at its own cost and
expense, repair any damage to the Premises or the Building resulting from and/or
caused  in whole or in part by the  negligence  or  misconduct  of  Tenant,  its
agents, employees, invitees, or any other person entering upon the Premises as a
result of Tenant's business activities or caused by Tenant's default hereunder.

     7.3 Except as provided in Article 22,  there shall be no  abatement of rent
and no  liability  of Landlord by reason of any injury to or  interference  with
Tenant's  business  arising  from the  making  of any  repairs,  alterations  or
improvements  in or to  any  portion  of the  Building  or  the  Premises  or to
fixtures,  appurtenances and equipment in the Building. Except to the extent, if
any,  prohibited  by law,  Tenant waives the right to make repairs at Landlord's
expense under any law, statute or ordinance now or hereafter in effect.

     7.4 Tenant  shall,  at its own cost and  expense,  enter  into a  regularly
scheduled preventive  maintenance/service contract with a maintenance contractor
approved by Landlord for servicing all heating and air conditioning  systems and
equipment  serving  the  Premises  (and a copy  thereof  shall be  furnished  to
Landlord).  The service  contract  must  include all  services  suggested by the
equipment  manufacturer  in the  operation/maintenance  manual  and must  become
effective  within  thirty (30) days of the date Tenant takes  possession  of the
Premises.   Landlord   may,   upon   notice  to   Tenant,   enter  into  such  a
maintenance/service  contract  on behalf of  Tenant or  perform  the work and in
either case,  charge Tenant the cost thereof along with a reasonable  amount for
Landlord's overhead.

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8. LIENS.

     Tenant  shall keep the  Premises,  the Building  and  appurtenant  land and
Tenant's  leasehold  interest in the Premises free from any liens arising out of
any services,  work or materials  performed,  furnished,  or  contracted  for by
Tenant,  or obligations  incurred by Tenant. In the event that Tenant shall not,
within ten (10) days following the imposition of any such lien, either cause the
same to be released of record or provide  Landlord  with  insurance  against the
same issued by a major title insurance company or such other protection  against
the same as Landlord  shall accept,  Landlord  shall have the right to cause the
same to be released by such means as it shall deem proper,  including payment of
the claim  giving  rise to such  lien.  All such sums paid by  Landlord  and all
expenses incurred by it in connection  therewith shall be considered  additional
rent and shall be payable to it by Tenant on demand.

9. ASSIGNMENT AND SUBLETTING.

     9.1  Tenant  shall not have the right to assign or pledge  this Lease or to
sublet the whole or any part of the Premises whether voluntarily or by operation
of law, or permit the use or  occupancy  of the  Premises  by anyone  other than
Tenant,  and shall not make,  suffer or permit such  assignment,  subleasing  or
occupancy,  without the prior written consent of Landlord, and said restrictions
shall be binding upon any and all  assignees of the Lease and  subtenants of the
Premises.  In the event Tenant  desires to sublet,  or permit such occupancy of,
the Premises,  or any portion thereof,  or assign this Lease,  Tenant shall give
written  notice  thereof to Landlord at least  ninety (90) days but no more than
one hundred  eighty (180) days prior to the proposed  commencement  date of such
subletting or assignment,  which notice shall set forth the name of the proposed
subtenant or  assignee,  the relevant  terms of any sublease or  assignment  and
copies of  financial  reports  and other  relevant  financial  reports and other
relevant financial information of the proposed subtenant or assignee.

     9.2 Notwithstanding  any assignment or subletting,  permitted or otherwise,
Tenant shall at all times remain directly,  primarily and fully  responsible and
liable for the payment of the rent  specified  in this Lease and for  compliance
with all of its other obligations  under the terms,  provisions and covenants of
this Lease.  Upon the occurrence of an Event of Default,  if the Premises or any
part of them are then  assigned  or sublet,  Landlord,  in addition to any other
remedies provided in this Lease or provided by law, may, at its option,  collect
directly  from such  assignee or  subtenant  all rents due and  becoming  due to
Tenant  under such  assignment  or sublease and apply such rent against any sums
due to Landlord from Tenant under this Lease,  and no such  collection  shall be
construed  to  constitute  a  novation  or release  of Tenant  from the  further
performance of Tenant's obligations under this Lease.

     9.3 In  addition  to  Landlord's  right  to  approve  of any  subtenant  or
assignee,  Landlord shall have the option, in its sole discretion,  in the event
of any proposed  subletting or assignment,  to terminate  this Lease,  or in the
case of a proposed subletting of less than the entire Premises, to recapture the
portion  of  the  Premises  to be  sublet,  as of the  date  the  subletting  or
assignment  is to be  effective.  The option shall be  exercised,  if at all, by
Landlord  giving Tenant  written notice given by Landlord to Tenant within sixty
(60) days following  Landlord's  receipt of Tenant's  written notice as required
above.  If this Lease shall be  terminated  with respect to the entire  Premises

                                       10
<PAGE>
pursuant to this Section, the Term of this Lease shall end on the date stated in
Tenant's  notice as the effective  date of the sublease or assignment as if that
date had been originally  fixed in this Lease for the expiration of the Term. If
Landlord recaptures under this Section only a portion of the Premises,  the rent
to  be  paid  from  time  to  time  during  the   unexpired   Term  shall  abate
proportionately  based on the proportion by which the approximate square footage
of the remaining portion of the Premises shall be less than that of the Premises
as of the date  immediately  prior to such recapture.  Tenant shall, at Tenant's
own cost and expense, discharge in full any outstanding commission obligation on
the part of the Landlord with respect to this Lease,  and any commissions  which
may be due and  owing as a result  of any  proposed  assignment  or  subletting,
whether or not the  Premises  are  recaptured  pursuant to this  Section 9.3 and
rented by Landlord to the proposed tenant or any other tenant.

     9.4 In the event that Tenant  sells,  sublets,  assigns or  transfers  this
Lease,  Tenant shall pay to Landlord as  additional  rent an amount equal to one
hundred percent (100%) of any Increased Rent (as defined below) when and as such
Increased Rent is received by Tenant. As used in this Section,  "Increased Rent"
shall mean the excess of (i) all rent and other  consideration  which  Tenant is
entitled to receive by reason of any sale,  sublease,  assignment or purposes of
the  foregoing,  any  consideration  received  by Tenant in form other than cash
shall be valued at its fair  market  value as  determined  by  Landlord  in good
faith.

     9.5 Notwithstanding any other provision hereof,  Tenant shall have no right
to make (and Landlord  shall have the absolute  right to refuse  consent to) any
assignment  of this Lease or sublease  of any portion of the  Premises if at the
time of either  Tenant's  notice of the proposed  assignment  or sublease or the
proposed  commencement  date thereof,  there shall exist any uncured  default of
Tenant or matter  which will  become a default of Tenant  which  passage of time
unless cured,  of if the proposed  assignee or sublessee is an entity:  (a) with
which  Landlord is already in  negotiation  as  evidenced  by the  issuance of a
written proposal;  (b) is already an occupant of the Building unless Landlord is
unable to  provide  the  amount of space  required  by such  occupant;  (c) is a
governmental  agency; (d) is incompatible with the character of occupancy of the
Building;  or (e) would  subject the Premises to a use which would:  (i) involve
increased personnel or wear upon the Building;  (ii) violate any exclusive right
granted to another  tenant of the  Building;  (iii)  require any  addition to or
modification  of the Premises or the  Building in order to comply with  building
code or other governmental requirements; or, (iv) involve a violation of Section
1.2.  Tenant  expressly  agrees that Landlord  shall have the absolute  right to
refuse  consent to any such  assignment or sublease and that for the purposes of
any statutory or other  requirement  of  reasonableness  on the part of Landlord
such refusal shall be reasonable.

     9.6 Upon any request to assign or sublet,  Tenant will pay to Landlord  the
Assignment/Subletting  Fee plus,  on  demand,  a sum equal to all of  Landlord's
costs,  including attorney's fees, incurred in investigating and considering any
proposed or purported  assignment  or pledge of this Lease or sublease of any of
the Premises,  regardless of whether  Landlord shall consent to, refuse consent,
or determine  that  Landlord's  consent is not required  for,  such  assignment,
pledge or sublease. Any purported sale, assignment,  mortgage,  transfer of this
Lease or subletting  which does not comply with the provisions of this Article 9
shall be void.

                                       11
<PAGE>
     9.7 If Tenant is a  corporation,  partnership  or trust,  any  transfer  or
transfers  of or change or changes  within any twelve month period in the number
of  outstanding  voting  shares  of the  corporation,  the  general  partnership
interests  in  the  partnership  or the  identify  of the  persons  or  entities
controlling the activities of such partnership or trust resulting in the persons
or  entities  owning or  controlling  a  majority  of such  shares,  partnership
interests or  activities of such  partnership  or trust at the beginning of such
period  no  longer  having  such  ownership  or  control  shall be  regarded  as
equivalent to an  assignment of this Lease to the persons or entities  acquiring
such  ownership  or control and shall be subject to all the  provisions  of this
Article 9 to the same extent and for all intents and  purposes as though such an
assignment.

10. INDEMNIFICATION.

     None of the Landlord  Entities shall be liable and Tenant hereby waives all
claims  against  them for any damage to any property or any injury to any person
in or  about  the  Premises  or the  Building  by or from any  cause  whatsoever
(including  without  limiting  the  foregoing,  rain  or  water  leakage  of any
character from the roof,  windows,  walls,  basement,  pipes,  plumbing works or
appliances,  the Building not being in good condition or repair, gas, fire, oil,
electricity or theft),  except to the extent caused by or arising from the gross
negligence  or willful  misconduct  of  Landlord  or its  agents,  employees  or
contractors.  Tenant shall  protect,  indemnify  and hold the Landlord  Entities
harmless  from  and  against  any and  all  loss,  claims,  liability  or  costs
(including court costs and attorneys' fees) incurred by reason of (a) any damage
to any property (including but no limited to property of any Landlord Entity) or
any injury  (including but not limited to death) to any person  occurring in, or
about the  Premises  or the  Building  to the extent  that such injury or damage
shall be caused by or arise from any actual or alleged act,  neglect,  fault, or
omission by or of Tenant, its agents, servants, employees, invitees, or visitors
to meet any standards  imposed by any duty with respect to the injury or damage;
(b) the conduct or management of any work or thing whatsoever done by the Tenant
in or about the  Premises  or from  transactions  of the Tenant  concerning  the
Premises;  (c)  Tenant's  failure to comply  with any and all  government  laws,
ordinances and regulations applicable to the condition or use of the Premises or
its  occupancy;  or (d) any  breach  or  default  on the part of  Tenant  in the
performance  of any  covenant  or  agreement  on the  part of the  Tenant  to be
performed  pursuant to this Lease.  The provisions of this Article shall survive
the  termination of this Lease with respect to any claims or liability  accruing
prior to such termination.

11. INSURANCE.

     11.1  Tenant  shall keep in force  throughout  the Term:  (a) a  Commercial
General Liability  insurance policy or policies to protect the Landlord Entities
against  any  liability  to the public or to any invitee of Tenant or a Landlord
Entity  incidental to the use of or resulting from any accident  occurring in or
upon the Premises with a limit of not less than $1,000,000.00 per occurrence and
not less than  $2,000,000.00 in the annual  aggregate,  or such larger amount as
Landlord may  prudently  require from time to time,  covering  bodily injury and
property   damage   liability  and  $1,000,000   products/completed   operations
aggregate;  (b) Business  Auto  Liability  covering  owned,  non-owned and hired
vehicles with a limit of not less than  $1,000,000  per accident;  (c) insurance
protecting  against  liability under Worker's  Compensation  Laws with limits at
least as required by statute;  (d) Employers  Liability  with limits of $500,000

                                       12
<PAGE>
each accident,  $500,000 disease policy limit, $500,000 disease--each  employee;
(e) All Risk or Special  Form  coverage  protecting  Tenant  against  loss of or
damage  to  Tenant's  alterations,  additions,  improvements,  carpeting,  floor
coverings,  panelings,  decorations,  fixtures,  inventory  and  other  business
personal  property  situated in or about the  Premises  to the full  replacement
value of the property so insured; and (f) Business  Interruption  Insurance with
limit of liability  representing  loss of at least  approximately  six months of
income.

     11.2 Each of the  aforesaid  policies  shall (a) be  provided  at  Tenant's
expense;  (b) name the Landlord and the building  management company, if any, as
additional  insureds;  (c) to be issued by an  insurance  company with a minimum
Best's  rating of "AVII"  during the Term;  and (d) provide that said  insurance
shall not be canceled unless thirty (30) days prior written notice (ten days for
non-payment  of premium)  shall have been given to Landlord;  and said policy or
policies or  certificates  thereof shall be delivered to Landlord by Tenant upon
the  Commencement  Date and at least  thirty (30) days prior to each  renewal of
said insurance.

     11.3  Whenever  Tenant  shall  undertake  any  alterations,   additions  or
improvements  in, to or about the  Premises  ("Work")  the  aforesaid  insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work,  without  limitation  including  liability
under any applicable  structural  work act, and such other insurance as Landlord
shall require;  and the policies of or  certificates  evidencing  such insurance
must be delivered to Landlord prior to the commencement of any such Work.

12. WAIVER OF SUBROGATION.

     So long as their respective insurers so permit,  Tenant and Landlord hereby
mutually waive their  respective  rights of recovery  against each other for any
loss insured by fire,  extended  coverage,  All Risks or other  insurance now or
hereafter  existing  for the  benefit  of the  respective  party but only to the
extent of the net insurance  proceeds  payable under such  policies.  Each party
shall  obtain any special  endorsements  required  by their  insurer to evidence
compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES.

     Tenant shall pay for all water, gas, heat, light, power, telephone,  sewer,
sprinkler  system  charges and other  utilities and services used on or from the
Premises,  together  with  any  taxes,  penalties,  and  surcharges  or the like
pertaining  thereto and any  maintenance  charges for  utilities.  Tenant  shall
furnish  all  electric  light  bulbs,  tubes  and  ballasts,  battery  packs for
emergency  lighting  and  fire  extinguishers.  If any  such  services  are  not
separately  metered to Tenant,  Tenant shall pay such  proportion of all charges
jointly  metered with other  premises as  determined  by  Landlord,  in its sole
discretion,  to be  reasonable.  Any such  charges paid by Landlord and assessed
against Tenant shall be  immediately  payable to Landlord on demand and shall be
additional  rent  hereunder.  Landlord  shall  in no  event  be  liable  for any
interruption or failure of utility services on or to the Premises.

                                       13
<PAGE>
14. HOLDING OVER.

     Tenant  shall pay Landlord for each day Tenant  retains  possession  of the
Premises  or part of them  after  termination  of this Lease by lapse of time or
otherwise at the rate  ("Holdover  Rate") which shall be 200% of the greater of:
(a) the amount of the Annual Rent for the last period  prior to the date of such
termination plus all Rent  Adjustments  under Article 4; and (b) the then market
rental value of the Premises as determined  by Landlord  assuming a new lease of
the Premises of the then usual duration and other terms, in either case prorated
on a daily  basis,  and also pay all damages  sustained by Landlord by reason of
such  retention.  If Landlord  gives notice to Tenant of Landlord's  election to
that  effect,  such holding  over shall  constitute  renewal of this Lease for a
period from month to month or one year,  whichever  shall be  specified  in such
notice,  in either case at the Holdover  Rate,  but if the Landlord  does not so
elect,  no such renewal shall result  notwithstanding  acceptance by Landlord of
any sums due  hereunder  after  such  termination;  and  instead,  a tenancy  at
sufferance  at the Holdover  Rate shall be deemed to have been  created.  In any
event, no provision of this Article 14 shall be deemed to waive Landlord's right
of reentry or any other right under this Lease or at law.

15. SUBORDINATION.

     Without the necessity of any  additional  document being executed by Tenant
for the purpose of  effecting a  subordination,  this Lease shall be subject and
subordinate  at all times to ground or underlying  leases and to the lien of any
mortgages or deeds of trust now or hereafter placed on, against or affecting the
Building.  Landlord's  interest  or estate  in the  Building,  or any  ground or
underlying lease; provided, however, that if the lessor, mortgagee,  trustee, or
holder of any such mortgage or deed of trust elects to have Tenant's interest in
this Lease be superior to any such instrument,  then, by notice to Tenant,  this
Lease shall be deemed superior,  whether this Lease was executed before or after
said instrument.  Notwithstanding the foregoing,  Tenant covenants and agrees to
execute  and  deliver  upon  demand such  further  instruments  evidencing  such
subordination or superiority of this Lease as may be required by Landlord.

16. RULES AND REGULATIONS.

     Tenant  shall  faithfully  observe  and  comply  with  all  the  rules  and
regulations  as set  forth  in  Exhibit  C to  this  Lease  and  all  reasonable
modifications  of and  additions  to them from  time to time put into  effect by
Landlord. Landlord shall not be responsible to Tenant for the non-performance by
any other tenant or occupant of the Building of any such rules and regulations.

17. REENTRY BY LANDLORD.

     17.1  Landlord  reserves  and shall at all times have the right to re-enter
the  Premises  to  inspect  the  same,  to show  said  Premises  to  prospective
purchasers,  mortgagees or tenants, and to alter, improve or repair the Premises
and any portion of the  Building,  without  abatement of rent,  and may for that
purpose erect, use and maintain scaffolding, pipes, conduits and other necessary
structures  and open any wall,  ceiling or floor in and through the Building and
Premises where reasonably required by the character of the work to be performed,
provided  entrance to the  Premises  shall not be blocked  thereby,  and further

                                       14
<PAGE>
provided that the business of Tenant shall not be interfered with  unreasonably.
Landlord agrees to obtain Tenant's  permission,  and follow Tenant's  procedures
prior to  entering  the clean  room  inside the  leased  Premises,  except in an
emergency affecting the entire building in which the Premises are located.

     17.2  Landlord  shall have the right at any time to change the  arrangement
and/or  locations  of  entrances,  or  passageways,   doors  and  doorways,  and
corridors,  windows,  elevators,  stairs,  toilets or other  public parts of the
Building and to change the name,  number or designation by which the Building is
commonly  known.  In the event that Landlord  damages any portion of any wall or
wall covering, ceiling, or floor or floor covering within the Premises, Landlord
shall  repair or replace the damaged  portion to match the original as nearly as
commercially reasonable but shall not be required to repair or replace more than
the portion actually damaged.

     17.3  Tenant  hereby  waives  any  claim  for  damages  for any  injury  or
inconvenience to or interference with Tenant's  business,  any loss of occupancy
or quiet enjoyment of the Premises,  and any other loss occasioned by any action
of Landlord  authorized by this Article 17. Tenant agrees to reimburse Landlord,
on demand, as additional rent, for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease.

     17.4 Landlord  shall have the right to use any and all means which Landlord
may deem  proper  to open said  doors in an  emergency  to  obtain  entry to any
portion of the  Premises.  As to any  portion to which  access  cannot be had by
means of a key or keys in Landlord's possession,  Landlord is authorized to gain
access by such  means as  Landlord  shall  elect and the cost of  repairing  any
damage  occurring  in doing so shall be borne by Tenant and paid to  Landlord as
additional rent upon demand.

18. DEFAULT.

     18.1 Except as otherwise provided in Article 20, the following events shall
be deemed to be Events of Default under this Lease:

          18.1.1 The Tenant shall fail to pay when due any sum of money becoming
due to be paid to Landlord under this Lease, whether such sum be any installment
of the rent reserved by this Lease,  any other amount treated as additional rent
under this Lease, or any other payment or reimbursement to Landlord  required by
this Lease, whether or not treated as additional rent under this Lease, and such
failure shall  continue for a period of five days after written notice that such
payment was not made when due,  but if any such notice  shall be given,  for the
twelve month period commencing with the date of such notice,  the failure to pay
within five days after due any  additional  sum of money becoming due to be paid
to Landlord  under this Lease  during such period  shall be an Event of Default,
without notice.

          18.1.2  Tenant  shall  fail to  comply  with any  term,  provision  or
covenant  of this Lease  which is not  provided  for in another  Section of this
Article and shall not cure such failure within twenty (20) days  (forthwith,  if
the failure involves a hazardous condition) after written notice of such failure
to Tenant.

                                       15
<PAGE>
          18.1.3  Tenant  shall fail to vacate  the  Premises  immediately  upon
termination of this Lease, by lapse of time or otherwise, or upon termination of
Tenant's right to possession only.

          18.1.4 Tenant shall become  insolvent,  admit in writing its inability
to pay its debts  generally as they become due, file a petition in bankruptcy or
a petition to take advantage of any insolvency  statute,  make an assignment for
the benefit of creditors,  make a transfer in fraud of  creditors,  apply for or
consent  to the  appointment  of a  receiver  of  itself  or of the whole or any
substantial  part  of  its  property,  or  file a  petition  or  answer  seeking
reorganization  or  arrangement  under the federal  bankruptcy  laws,  as now in
effect or  hereafter  amended,  or any other  applicable  law or  statute of the
United States or any state thereof.

          18.1.5  A court  of  competent  jurisdiction  shall  enter  an  order,
judgment or decree  adjudicating  Tenant  bankrupt,  or  appointing a receive of
Tenant,  or of the whole or any  substantial  part of its property,  without the
consent  of Tenant,  or  approving  a  petition  filed  against  Tenant  seeking
reorganization  or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter  amended,  or any state thereof,  and such
order,  judgment  or decree  shall not be vacated or set aside or stayed  within
thirty (30) days from the date of entry thereof.

19. REMEDIES.

     19.1 Except as otherwise provided in Article 20, upon the occurrence of any
of the Events of Default  described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following  remedies without any
notice  or   demand   whatsoever,   concurrently   or   consecutively   and  not
alternatively:

          19.1.1  Landlord  may,  at  its  election,  terminate  this  Lease  or
terminate Tenant's right to possession only, without terminating the Lease.

          19.1.2 Upon any termination of this Lease, whether by lapse of time or
otherwise,  or upon any  termination  of Tenant's  right to  possession  without
termination  of the  Lease,  Tenant  shall  surrender  possession  and vacat the
Premises  immediately,  and deliver possession  thereof to Landlord,  and Tenant
hereby  grants to  Landlord  full and free  license  to enter  into and upon the
Premises  in  such  event  and  to  repossess  Landlord  of the  Premises  as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying  or be within  the  Premises  and to remove  Tenant's  signs and other
evidence of tenancy and all other  property of Tenant  therefrom  without  being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting  therefrom,  Tenant
waiving any right to claim damages for such re-entry and expulsion,  and without
relinquishing  Landlord's  right to rent or any other  right  given to  Landlord
under this Lease or by operation of law.

          19.1.3 Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all rent, including
any amounts treated as additional rent under this Lease,  and other sums due and
payable by Tenant on the date of termination, plus as liquidated damages and not
as a penalty,  an amount  equal to the sum of:  (a) an amount  equal to the then
present  value of the rent  reserved in this Lease for the residue of the stated
Term of this Lease  including any amounts  treated as additional rent under this

                                       16
<PAGE>
Lease and all other sums provided in this Lease to be paid by Tenant,  minus the
fair rental value of the Premises  for such  residue;  (b) the value of the time
and  expense  necessary  to  obtain a  replacement  tenant or  tenants,  and the
estimated  expenses  described  in Section  19.1.4  relating  to recovery of the
Premises,  preparation for reletting and for reletting itself;  and (c) the cost
of performing any other  covenants  which would have otherwise been performed by
Tenant.

          19.1.4 Upon any  termination  of  Tenant's  right to  possession  only
without termination of the Lease:

               19.1.4.1 Neither such termination of Tenant's right to possession
nor  Landlord's  taking and  holding  possession  thereof as provided in Section
19.1.2 shall  terminate the Lease or release  Tenant,  in whole or in part, from
any obligation,  including  Tenant's  obligation to pay the rent,  including any
amounts treated as additional  rent,  under this Lease for the full Term, and if
Landlord so elects  Tenant shall pay  forthwith to Landlord the sum equal to the
entire  amount of the rent,  including any amounts  treated as  additional  rent
under this Lease,  for the remainder of the Term plus any other sums provided in
this Lease to be paid by Tenant for the remainder of the Term.

               19.1.4.2  Landlord  may, but need not,  relet the Premises or any
part  thereof  for such  rent  and upon  such  terms  as  Landlord,  in its sole
discretion,  shall  determine  (including  the right to relet the premises for a
greater or lesser term than that remaining under this Lease,  the right to relet
the Premises as a part of a larger area,  and the right to change the  character
or use made of the  Premises).  In  connection  with or in  preparation  for any
reletting, Landlord may, but shall not be required to, make repairs, alterations
and  additions  in or to the  Premises  and  redecorate  the same to the  extent
Landlord deems necessary or desirable,  and Tenant shall,  upon demand,  pay the
cost thereof, together with Landlord's expenses of reletting, including, without
limitation,  any commission  incurred by Landlord.  If Landlord decides to relet
the  Premises or a duty to relet is imposed upon  Landlord by law,  Landlord and
Tenant agree that  nevertheless  Landlord  shall at most be required to use only
the same efforts Landlord then uses to lease premises in the Building  generally
and that in any case that Landlord  shall not be required to give any preference
or priority to the showing or leasing of the Premises  over any other space that
Landlord may be leasing or have  available and may place a suitable  prospective
tenant in any such  other  space  regardless  of when such other  space  becomes
available.  Landlord shall not be required to observe any  instruction  given by
Tenant about any  reletting or accept any tenant  offered by Tenant  unless such
offered  tenant has a  credit-worthiness  acceptable  to Landlord and leases the
entire Premises upon terms and conditions including a rate of rent (after giving
effect  to all  expenditures  by  Landlord  for  tenant  improvements,  broker's
commissions  and other leasing  costs) all no less favorable to Landlord than as
called for in this Lease,  nor shall  Landlord be required to make or permit any
assignment  or sublease for more than the current term or which  Landlord  would
not be required to permit under the provisions of Article 9.

               19.1.4.3 Until such time as Landlord shall elect to terminate the
Lease and shall  thereupon be entitled to recover the amounts  specified in such
case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full amount
of all rent,  including any amounts  treated as additional rent under this Lease
and other sums reserved in this Lease for the remaining Term,  together with the
costs of repairs, alterations,  additions,  redecorating and Landlord's expenses

                                       17
<PAGE>
of  reletting  and the  collection  of the rent  accruing  therefrom  (including
attorney's  fees and  broker's  commissions),  as the same  shall then be due or
become due from time to time, less only such  consideration as Landlord may have
received from any reletting of the Premises; and Tenant agrees that Landlord may
file suits from time to time to recover any sums  falling due under this Article
19 as they become due.  Any  proceeds of  reletting by Landlord in excess of the
amount  then owed by  Tenant to  Landlord  from time to time  shall be  credited
against Tenant's future  obligations under this Lease but shall not otherwise be
refunded to Tenant or inure to Tenant's benefit.

     19.2 Landlord may, at Landlord's  option,  enter into and upon the Premises
if Landlord determines in its sole discretion that Tenant is not acting within a
commercially  reasonable time to maintain,  repair or replace anything for which
Tenant is  responsible  under this Lease and  correct  the same,  without  being
deemed in any manner guilty of trespass, eviction or forcible entry and detainer
and without  incurring any liability for any damage or  interruption of Tenant's
business  resulting  therefrom.  If Tenant  shall  have  vacated  the  Premises,
Landlord may at Landlord's  option  re-enter the Premises at any time during the
last six months of the then current Term of this Lease and make any and all such
changes, alterations,  revisions, additions and tenant and other improvements in
or about the Premises as Landlord shall elect,  all without any abatement of any
of the rent otherwise to be paid by Tenant under this Lease.

     19.3 If, on  account  of any  breach  or  default  by  Tenant  in  Tenant's
obligations  under the terms  and  conditions  of this  Lease,  it shall  become
necessary  or  appropriate  for  Landlord to employ or consult  with an attorney
concerning or to enforce or defend any of Landlord's  rights or remedies arising
under  this  Lease,  Tenant  agrees  to pay all  Landlord's  attorney's  fees so
incurred.  Tenant  expressly  waives  any right to:  (a) trial by jury;  and (b)
service  of any  notice  required  by any  present  or future  law or  ordinance
applicable to landlords or tenants but not required by the terms of this Lease.

     19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies  provided in this Lease or any other remedies provided
by law (all such  remedies  being  cumulative),  nor shall pursuit of any remedy
provided  in this Lease  constitute  a  forfeiture  or waiver of any rent due to
Landlord  under this Lease or of any  damages  accruing to Landlord by reason of
the violation of any of the terms,  provisions  and covenants  contained in this
Lease.

     19.5 No act or thing done by Landlord  or its agents  during the Term shall
be deemed a  termination  of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises  shall be valid,  unless in writing  signed by  Landlord.  No waiver by
Landlord  of any  violation  or  breach  of any of  the  terms,  provisions  and
covenants  contained in this Lease shall be deemed or construed to  constitute a
waiver of any other  violation  or breach of any of the  terms,  provisions  and
covenants  contained  in this  Lease.  Landlord's  acceptance  of the payment of
rental or other  payments  after the occurrence of an Event of Default shall not
be construed as a waiver of such Default,  unless Landlord so notifies Tenant in
writing.  Forbearance  by  Landlord  in  enforcing  one or more of the  remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to  constitute  a waiver of such Default or of  Landlord's  right to enforce any
such remedies with respect to such Default or any subsequent Default.

                                       18
<PAGE>
     19.6 To secure the payment of all rentals and other sums of money  becoming
due from  Tenant  under this  Lease,  Landlord  shall have and Tenant  grants to
Landlord a first lien upon the  leasehold  interest of Tenant  under this Lease,
which lien may be enforced in equity,  and a continuing  security  interest upon
all goods, wares, equipment, fixtures, furniture,  inventory, accounts, contract
rights,  chattel  paper and other  personal  property of Tenant  situated on the
Premises,  and such property shall not be removed  therefrom without the consent
of Landlord  until all  arrearages  in rent as well as any and all other sums of
money  then due to  Landlord  under this  Lease  shall  first have been paid and
discharged.  In the event of a Default under this Lease, Landlord shall have, in
addition to any other remedies  provided in this Lease or by law, all rights and
remedies under the Uniform  Commercial Code,  including  without  limitation the
right to sell the  property  described in this Section 19.6 at public or private
sale  upon five (5)  days'  notice to  Tenant.  Tenant  shall  execute  all such
financing  statements  and other  instruments  as shall be deemed  necessary  or
desirable  in  Landlord's  discretion  to perfect the security  interest  hereby
created.

     19.7  Any and all  property  which  may be  removed  from the  Premises  by
Landlord  pursuant to the  authority of this Lease or of law, to which Tenant is
or may be entitled,  may be handled,  removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk,  cost and expense of Tenant,
and Landlord shall in no event be  responsible  for the value,  preservation  or
safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Any such property of Tenant not retaken by Tenant from storage  within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed  conveyed  by Tenant to  Landlord  under  this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

     20.1 If at any time and for so long as  Tenant  shall be  subjected  to the
provisions  of the  United  States  Bankruptcy  Code or other law of the  United
States or any state  thereof for the  protection of debtors as in effect at such
time (each a "Debtor's Law"):

          20.1.1  Tenant,  Tenant as  debtor-in-possession,  and any  trustee or
receiver of Tenant's  assets  (each a "Tenant's  Representative")  shall have no
greater  right to assume or assign this Lease or any interest in this Lease,  or
to sublease any of the Premises  than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such  assumption,  assignment or
sublease by the  provisions  of such  Debtor's  Law.  Without  limitation of the
generality of the foregoing,  any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises  shall be subject to the
conditions that:

               20.1.1.1   Such   Debtor's   Law  shall   provide   to   Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely exercised and Tenant's  Representative  shall have fully cured
any default of Tenant under this Lease.

               20.1.1.2 Tenant's Representative or the proposed assignee, as the
case shall be,  shall have  deposited  with  Landlord as security for the timely
payment of rent an amount  equal to the larger  of: (a) three  months'  rent and

                                       19
<PAGE>
other monetary  charges  accruing under this Lease; and (b) any sum specified in
Article 5; and shall have provided Landlord with adequate other assurance of the
future  performance of the  obligations of the Tenant under this Lease.  Without
limitation, such assurances shall include at least, in the case of assumption of
this Lease,  demonstration  to the  satisfaction  of the Landlord  that Tenant's
Representative  has and will  continue to have  sufficient  unencumbered  assets
after the  payment of all secured  obligations  and  administrative  expenses to
assure  Landlord  that Tenant's  Representative  will have  sufficient  funds to
fulfill  the  obligations  of  Tenant  under  this  Lease;  and,  in the case of
assignment, submission of current financial statements of the proposed assignee,
audited by an independent  certified public accountant  reasonably acceptable to
Landlord and showing a net worth and working  capital in amounts  determined  by
Landlord to be sufficient to assure the future  performance  by such assignee of
all of the Tenant's obligations under this Lease.

               20.1.1.3 The  assumption or any  contemplated  assignment of this
Lease or  subleasing  any part of the Premises,  as shall be the case,  will not
breach any provision in any other lease, mortgage,  financing agreement or other
agreement by which Landlord is bound.

               20.1.1.4  Landlord  shall  have,  or would  have had  absent  the
Debtor's  Law,  no right  under  Article 9 to  refuse  consent  to the  proposed
assignment  or  sublease  by reason of the  identity  or nature of the  proposed
assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT.

     Landlord  represents  and warrants  that it has full right and authority to
enter into this Lease and that Tenant,  while  paying the rental and  performing
its other covenants and agreements  contained in this Lease, shall peaceably and
quietly  have,  hold and enjoy the Premises  for the Term  without  hindrance or
molestation  from  Landlord  subject to the terms and  provisions of this Lease.
Landlord  shall not be  liable  for any  interference  or  disturbance  by other
tenants  or  third  persons,  nor  shall  Tenant  be  released  from  any of the
obligations of this Lease because of such interference or disturbance.

22. DAMAGE BY FIRE, ETC.

     22.1 In the event the Premises or the Building are damaged by fire or other
cause and in  Landlord's  reasonable  estimation  such damage can be  materially
restored within two hundred fifty (250) days,  Landlord shall  forthwith  repair
the same and this Lease  shall  remain in full  force and  effect,  except  that
Tenant shall be entitled to a  proportionate  abatement in rent from the date of
such damage.  Such  abatement of rent shall be made pro rata in accordance  with
the extent to which the damage and the making of such  repairs  shall  interfere
with the use and occupancy by Tenant of the Premises  from time to time.  Within
forty-five (45) days from the date of such damage, Landlord shall notify Tenant,
in writing,  of  Landlord's  reasonable  estimation of the length of time within
which material  restoration can be made, and Landlord's  determination  shall be
binding on Tenant. For purposes of this Lease, the Building or Premises shall be
deemed "materially  restored" if they are in such condition as would not prevent
or  materially  interfere  with Tenant's use of the Premises for the purpose for
which it was being used immediately before such damage.

                                       20
<PAGE>
     22.2 If such repairs cannot, in Landlord's reasonable  estimation,  be made
within two hundred  fifty (250) days,  Landlord  and Tenant  shall each have the
option of giving  the  other,  at any time  within  sixty  (60) days  after such
damage,  notice  terminating  this Lease as of the date of such  damage.  In the
event of the giving of such notice,  this Lease shall expire and all interest of
the Tenant in the Premises  shall  terminate as of the date of such damage as if
such date had been  originally  fixed in this  Lease for the  expiration  of the
Term.  In the event that  neither  Landlord not Tenant  exercises  its option to
terminate this Lease,  then Landlord  shall repair or restore such damage,  this
Lease  continuing  in full force and  effect,  and the rent  hereunder  shall be
proportionately abated as provided in Section 22.1.

     22.3 Landlord shall not be required to repair or replace any damage or loss
by or from  fire or  other  cause  to any  panelings,  decorations,  partitions,
additions,  railings,  ceilings, floor coverings,  office fixtures, or any other
property or improvements  installed on the Premises or belonging to Tenant.  Any
insurance  which may be carried by Landlord or Tenant  against loss or damage to
the  Building or Premises  shall be for the sole  benefit of the party  carrying
such insurance and under its sole control.

     22.4 In the event that  Landlord  should fail to complete  such repairs and
material restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section  22.4,  Tenant may at its option and as its
sole remedy  terminate  this Lease by  delivering  written  notice to  Landlord,
within fifteen (15) days after the expiration of said period of time,  whereupon
the Lease  shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the  expiration of the Term;  provided,  however,  that if  construction  is
delayed because of changes,  deletions or additions in construction requested by
Tenant,  strikes,  lockouts,  casualties,  Acts of God,  war,  material or labor
shortages,   government  regulation  or  control  or  other  causes  beyond  the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

     22.5  Notwithstanding  anything to the contrary  contained in this Article:
(a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the
provisions  of this  Article 22 occur  during the last twelve (12) months of the
Term or any extension  thereof,  but if Landlord  determines  not to repair such
damages  Landlord  shall  notify  Tenant and if such  damages  shall  render any
material  portion of the  Premises  untenantable  Tenant shall have the right to
terminate  this  Lease by notice to  Landlord  within  fifteen  (15) days  after
receipt  of  Landlord's  notice;  and  (b)  in  the  event  the  holder  of  any
indebtedness  secured by a mortgage or deed of trust  covering  the  Premises or
Building requires that any insurance  proceeds be applied to such  indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such  requirement
is made by any such holder,  whereupon  this Lease shall end on the date of such
damage  as if the date of such  damage  were the date  originally  fixed in this
Lease for the expiration of the Term.

     22.6 In the event of any damage or  destruction to the Building or Premises
by any peril covered by the  provisions of this Article 22, it shall be Tenant's
responsibility  to properly secure the Premises and upon notice from Landlord to

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<PAGE>
remove  forthwith,  at its sole cost and  expense,  such  portion  of all of the
property  belonging to Tenant or its  licensees  from such portion or all of the
Building or Premises as Landlord shall request.

23. EMINENT DOMAIN.

     If all  or  any  substantial  part  of  the  Premises  shall  be  taken  or
appropriated by any public or quasi-public  authority under the power of eminent
domain, or conveyance in lieu of such appropriation,  either party to this Lease
shall have the right,  at its  option,  of giving the other,  at any time within
thirty (30) days after such taking,  notice terminating this Lease,  except that
Tenant may only  terminate this Lease by reason of taking or  appropriation,  if
such taking or appropriation shall be so substantial as to materially  interfere
with Tenant's use and occupancy of the Premises.  If neither party to this Lease
shall so elect to terminate this Lease,  the rental  thereafter to be paid shall
be adjusted on a fair and equitable basis under the  circumstances.  In addition
to the rights of Landlord above,  if any substantial  part of the Building shall
be taken or appropriated by any public or quasi-public authority under the power
of eminent  domain or conveyance in lieu thereof,  and regardless of whether the
Premises or any part thereof are so taken or  appropriated,  Landlord shall have
the right,  at its sole  option,  to  terminate  this Lease.  Landlord  shall be
entitled to any and all income,  rent,  award, or any interest  whatsoever in or
upon any such sum, which may be paid or made in connection  with any such public
or  quasi-public  use or purpose,  and Tenant  hereby  assigns to  Landlord  any
interest it may have in or claim to all or any part of such sums, other than any
separate  award which may be made with  respect to Tenant's  trade  fixtures and
moving expenses;  Tenant's trade fixtures and moving expenses; Tenant shall make
no claim for the value of any unexpired Term.

24. SALE BY LANDLORD.

     In event of a sale or  conveyance  by  Landlord of the  Building,  the same
shall  operate to release  Landlord  from any future  liability  upon any of the
covenants or conditions,  expressed or implied, contained in this Lease in favor
of Tenant,  and in such event Tenant agrees to look solely to the responsibility
of the  successor  in interest  of Landlord in and to this Lease.  Except as set
forth in this  Article 24, this Lease shall not be affected by any such sale and
Tenant agrees to attorn to the  purchaser or assignee.  If any security has been
given by Tenant to secure the faithful  performance  of any of the  covenants of
this  Lease,  Landlord  may  transfer  or deliver  said  security,  as such,  to
Landlord's successor in interest and thereupon Landlord shall be discharged from
any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES.

     Within ten (10) days following any written  request which Landlord may make
from time to time,  Tenant shall execute and deliver to Landlord or mortgagee or
prospective mortgagee a sworn statement certifying: (a) the date of commencement
of this Lease;  (b) the fact that this Lease is unmodified and in full force and
effect (or, if there have been  modifications to this Lease,  that this Lease is
in full force and effect,  as modified,  and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) the fact that there are no current defaults under this
Lease by either  Landlord or Tenant  except as specified in Tenant's  statement;

                                       22
<PAGE>
and (e) such other matters as may be requested by Landlord.  Landlord and Tenant
intend that any  statement  delivered  pursuant to this Article 25 may be relied
upon by any  mortgagee,  beneficiary or purchaser and Tenant shall be liable for
all loss,  cost or expense  resulting from the failure of any sale or funding of
any  loan  caused  by any  material  misstatement  contained  in  such  estoppel
certificate.  Tenant  irrevocably  agrees  that if Tenant  fails to execute  and
deliver such certificate  within such ten (10) day period Landlord or Landlord's
beneficiary  or agent may  execute  and  deliver  such  certificate  on Tenant's
behalf, and that such certificate shall be fully binding on Tenant.

26. SURRENDER OF PREMISES.

     26.1  Tenant  shall,  at least  thirty (30) days before the last day of the
Term,  arrange to meet Landlord for a joint  inspection of the Premises.  In the
event of Tenant's  failure to arrange such joint  inspection to be held prior to
vacating the Premises,  Landlord's  inspection at or after Tenant's vacating the
Premises  shall be  conclusively  deemed  correct for  purposes  of  determining
Tenant's responsibility for repairs and restoration.

     26.2 At the end of the Term or any  renewal  of the  Term or  other  sooner
termination  of  this  Lease,  Tenant  will  peaceably  deliver  up to  Landlord
possession of the Premises,  together with all improvements or additions upon or
belonging to the same, by whomsoever  made, in the same  conditions  received or
first  installed,  broom clean and free of all debris,  excepting  only ordinary
wear  and  tear  and  damage  by fire or  other  casualty.  Tenant  may,  and at
Landlord's request shall, at Tenant's sole cost, remove upon termination of this
Lease, any and all furniture,  furnishings, movable partitions of less than full
height from floor to ceiling,  trade  fixtures and other  property  installed by
Tenant,  title to which shall not be in or pass  automatically  to Landlord upon
such termination,  repairing all damage caused by such removal.  Property not so
removed shall, unless requested to be removed, be deemed abandoned by the Tenant
and title to the same shall  thereupon pass to Landlord under this Lease as by a
bill of sale. All other alterations, additions and improvements in, on or to the
Premises shall be dealt with and disposed of as provided in Article 6.

     26.3 All  obligations of Tenant under this Lease not fully  performed as of
the  expiration or earlier  termination of the Term shall survive the expiration
or  earlier  termination  of the Term.  In the event  that  Tenant's  failure to
perform prevents Landlord from releasing the Premises,  Tenant shall continue to
pay rent  pursuant to the  provisions  of Article 14 until such  performance  is
complete.  Under the expiration or earlier termination of the Term, Tenant shall
pay to Landlord the amount,  as  estimated by Landlord,  necessary to repair and
restore the  Premises as provided  in this Lease  and/or to  discharge  Tenant's
obligation for unpaid amounts due or to become due to Landlord. All such amounts
shall be used and held by Landlord  for payment of such  obligations  of Tenant,
with Tenant being liable for any  additional  costs upon demand by Landlord,  or
with any excess to be returned to Tenant  after all such  obligations  have been
determined  and  satisfied.  Any  otherwise  unused  Security  Deposit  shall be
credited against the amount payable by Tenant under this Lease.

27. NOTICES.

     Any notice or document  required or permitted  to be  delivered  under this
Lease  shall be  addressed  to the  intended  recipient,  shall  be  transmitted

                                       23
<PAGE>
personally,  by fully prepaid  registered or certified United States Mail return
receipt  requested,  or  by  reputable  independent  contract  delivery  service
furnishing a written record of attempted or actual delivery, and shall be deemed
to be delivered  when  tendered for delivery to the addressee at its address set
forth on the  Reference  Page,  or at such  other  address  as it has then  last
specified by written notice  delivered in accordance with this Article 27, or if
to Tenant at either its aforesaid address or its last known registered office or
home of a general partner or individual owner,  whether or not actually accepted
or received by the addressee.

28. TAXES PAYABLE BY TENANT.

     In  addition  to rent and other  charges  to be paid by Tenant  under  this
Lease,  Tenant  shall  reimburse to  Landlord,  upon  demand,  any and all taxes
payable by Landlord  (other than net income taxes)  whether or not now customary
or within the  contemplation of the parties to this Lease:  (a) upon,  allocable
to,  or  measured  by or on the  gross or net rent  payable  under  this  Lease,
including  without  limitation  any gross income tax or excise tax levied by the
State, any political subdivision thereof, or the Federal Government with respect
to the  receipt  of such  rent;  (b)  upon or with  respect  to the  possession,
leasing,  operation,  management,   maintenance,   alteration,  repair,  use  or
occupancy of the Premises or any portion  thereof,  including any sales,  use or
service tax imposed as a result  thereof;  (c) upon or measured by the  Tenant's
gross  receipts  or  payroll  or the  value of  Tenant's  equipment,  furniture,
fixtures  and other  personal  property  of Tenant  or  leasehold  improvements,
alterations or additions  located in the Premises;  or (d) upon this transaction
or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises.  In addition to the  foregoing,  Tenant
agrees to pay, before delinquency,  any and all taxes levied or assessed against
Tenant and which become payable during the term hereof upon Tenant's  equipment,
furniture,  fixtures  and  other  personal  property  of Tenant  located  in the
Premises.

29. DEFINED TERMS AND HEADINGS.

     The Article  headings shown in this Lease are for  convenience of reference
and shall in no way define,  increase,  limit or describe the scope or intent of
any provision of this Lease. Any  indemnification or insurance of Landlord shall
apply to and inure to the  benefit  of all the  following  "Landlord  Entities",
being  Landlord,  Landlord's  investment  manager,  and the trustees,  boards of
directors, officers, general partners,  beneficiaries,  stockholders,  employees
and agents of each of them. Any option granted to Landlord shall also include or
be exercisable by Landlord's trustee, beneficiary,  agents and employees, as the
case may be. In any case where this Lease is signed by more than one person, the
obligations under this Lease shall be joint and several.  The terms "Tenant" and
"Landlord" or any pronoun used in place  thereof shall  indicate and include the
masculine or  feminine,  the singular or plural  number,  individuals,  firms or
corporations, and each of their respective successors, executors, administrators
and permitted assigns, according to the context hereof. The term "rentable area"
shall mean the rentable  area of the Premises or the Building as  calculated  by
the  Landlord  on the  basis of the  plans and  specifications  of the  Building
including a proportionate  share of any common areas.  Tenant hereby accepts and
agrees to be bound by the figures for the rentable space footage of the Premises
and Tenant's Proportionate Share shown on the Reference Page.

                                       24
<PAGE>
31. TENANT'S AUTHORITY.

     If Tenant signs as a corporation  each of the persons  executing this Lease
on  behalf  of  Tenant  represents  and  warrants  that  Tenant  has been and is
qualified to do business in the state in which the Building is located, that the
corporation has full right and authority to enter into this Lease,  and that all
persons  signing  on  behalf  of the  corporation  were  authorized  to do so by
appropriate corporate actions. If Tenant signs as a partnership, trusts or other
legal  entity,  each of the  persons  executing  this  Lease on behalf of Tenant
represents and warrants that Tenant has complied with all applicable laws, rules
and governmental  regulations  relative to its right to do business in the state
and that such entity on behalf of the Tenant was  authorized to do so by any and
all appropriate  partnership,  trust or other actions.  Tenant agrees to furnish
promptly  upon request a corporate  resolution,  proof of due  authorization  by
partners, or other appropriate documentation evidencing the due authorization of
Tenant to enter into this Lease.

32. COMMISSIONS.

     Each of the parties  represents  and  warrants to the other that it has not
dealt  with any  broker or  finder in  connection  with  this  Lease,  except as
described on the Reference Page.

33. TIME AND APPLICABLE LAW.

     Time is of the essence of this Lease and all of its provisions.  This Lease
shall in all respects be governed by the laws of the state in which the Building
is located.

34. SUCCESSORS AND ASSIGNS.

     Subject to the provisions of Article 9, the terms, covenants and conditions
contained  in this Lease  shall be binding  upon and inure to the benefit of the
heirs, successors, executors,  administrators and assigns of the parties to this
Lease.

35. ENTIRE AGREEMENT.

     This Lease,  together  with its  exhibits,  contains all  agreements of the
parties to this Lease and supersedes any previous negotiations.  There have been
no  representations  made by the  Landlord or  understandings  made  between the
parties  other than those set forth in this Lease and its  exhibits.  This Lease
may not be modified except by a written  instrument duly executed by the parties
to this Lease.

36. EXAMINATION NOT OPTION.

     Submission  of this Lease  shall not be deemed to be a  reservation  of the
Premises. Landlord shall not be bound by this Lease until it has received a copy
of this Lease duly executed by Tenant and has delivered to Tenant a copy of this
Lease duly executed by Landlord,  and until such delivery  Landlord reserves the
right  to  exhibit  and  lease  the  Premises  to  other  prospective   tenants.
Notwithstanding  anything contained in this Lease to the contrary,  Landlord may
withhold  delivery of  possession of the Premises from Tenant until such time as

                                       25
<PAGE>
Tenant has paid to  Landlord  any  security  deposit  required by Article 5, the
first  month's  rent as forth in  Article  3 and any sum owed  pursuant  to this
Lease.

37. RECORDATION.

     Tenant shall not record or register  this Lease or a short form  memorandum
hereof  without the prior  written  consent of Landlord,  and then shall pay all
charges and taxes incident such recording or registration.

38. RENTAL SCHEDULE.

                      Date                   Monthly Rent      Annual Rent
    ------------------------------------     ------------      -----------
    October 1, 1998 - September 30, 2000       $3,427.20        $41,126.40
    October 1, 2000 - September 30, 2001       $3,598.56        $43,182.72

39. LIMITATION OF LANDLORD'S LIABILITY.

     Redress for any claim against Landlord under this Lease shall be limited to
and  enforceable  only against and to the extent of  Landlord's  interest in the
Building.  The  obligations of Landlord under this Lease are not intended to and
shall not be binding on, nor shall any resort be had to the  private  properties
of, any of its trustees or board of directors and officers,  as the case may be,
its investment  manager,  the general partners  thereof,  or any  beneficiaries,
stockholders, employees, or agents of Landlord or the investment manager.

LANDLORD:                                               TENANT:
HOHOKAM 10 INDUSTRIAL PARK,                             CMP Solutions, Inc.,
a property of RREEF Performance Partnership-I, L.P.,    an Arizona corporation
an Illinois limited partnership

By: RREEF MANAGEMENT COMPANY,
    a Delaware corporation


By: /s/ Sally Ryan                                       By: /s/ Mark Simon
    -----------------------                                  -------------------
Title: District Manager                                  Title: President
       --------------------                                     ----------------
Date:  9/30/98                                           Date:  9/29/98
       --------------------                                     ----------------

                                       26
<PAGE>
                                    EXHIBIT A


                attached to and made a part of Lease bearing the
                   Lease Reference Date of September 29, 1998
             between HOHOKAM 10 INDUSTRIAL PARK, a property of RREEF
                        Performance Partnership-I, L.P.,
                an Illinois limited partnership, as Landlord and
                  CMP Solutions, Inc., an Arizona corporation,
                                   as Tenant.


                                    PREMISES

Exhibit A is intended  only to show the general  location of the  Premises as of
the beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Section 17.2 with respect to arrangements  and/or
location of public parts of the Building and changes in such arrangements and/or
locations. It is not to be scaled; any measurements or distances shown should be
taken as approximate.

                        HOHOKAM 10 INDUSTRIAL - EAST PARK

[PICTURE PROVIDED]
<PAGE>
                                    EXHIBIT B


                attached to and made a part of Lease bearing the
                   Lease Reference Date of September 29, 1998
             between HOHOKAM 10 INDUSTRIAL PARK, a property of RREEF
                        Performance Partnership-I, L.P.,
                an Illinois limited partnership, as Landlord and
                  CMP Solutions, Inc., an Arizona corporation,
                                   as Tenant.


                               INITIAL ALTERATIONS

Tenant  hereby  acknowledges  and agrees that the Premises are being  assumed by
Tenant in an as-is  condition  and that  Tenant  is  responsible  to return  the
Premises to original  broom clean  condition at the  expiration of this Lease or
any extension thereof, ordinary wear and tear excepted.
<PAGE>
                                    EXHIBIT C

                attached to and made a part of Lease bearing the
                   Lease Reference Date of September 29, 1998
             between HOHOKAM 10 INDUSTRIAL PARK, a property of RREEF
                        Performance Partnership-I, L.P.,
                an Illinois limited partnership, as Landlord and
                  CMP Solutions, Inc., an Arizona corporation,
                                   as Tenant.

                              RULES AND REGULATIONS

1.   No sign, placard, picture, advertisement, name or notice shall be installed
     or displayed  on any part of the outside or inside of the Building  without
     the prior written consent of the Landlord. Landlord shall have the right to
     remove,  at Tenant's  expense and without  notice,  any sign  installed  or
     displayed  in violation  of this rule.  All approved  signs or lettering on
     doors and walls  shall be printed,  painted,  affixed or  inscribed  at the
     expense of Tenant by a pension or vendor  chosen by Landlord.  In addition,
     Landlord  reserves  the right to change from time to time the format of the
     signs or lettering and to require previously approved signs or lettering to
     be appropriately altered.

2.   If Landlord objects in writing to any curtains,  blinds,  shades or screens
     attached to or hung in or used in connection with any window or door of the
     Premises, Tenant shall immediately discontinue such use. No awning shall be
     permitted on any part of the Premises.  Tenant shall not place  anything or
     allow anything to be placed  against or near any glass  partitions or doors
     or windows  which may appear  unsightly,  in the opinion of Landlord,  from
     outside the Premises.

3.   Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances,
     of the  Building.  Landlord  shall in all cases retain the right to control
     and prevent  access to the  Building of all persons  whose  presence in the
     judgment  of  Landlord  would  be  prejudicial  to the  safety,  character,
     reputation  and  interests of the Building  and its tenants  provided  that
     nothing contained in this rule shall be construed to prevent such access to
     persons with whom any tenant  normally deals in the ordinary  course of its
     business,  unless such persons are engaged in illegal activities. No tenant
     and no  employee  or invitee  of any  tenant  shall go upon the roof of the
     Building.

4.   If  Tenant  requires  telegraphic,  telephonic,  burglar  alarm or  similar
     services, it shall first obtain, and comply with,  Landlord's  instructions
     in their installation.

5.   Tenant  shall not place a load upon any floor  which  exceeds  the load per
     square  foot which such floor was  designed to carry and is allowed by law.
     Landlord shall have the right to prescribe the weight, size and position to
     all  equipment,  materials,  furniture  or other  property  brought  in the
     Building.  Heavy  objects  shall stand on such  platforms as  determined by
     Landlord to be  necessary  to  properly  distribute  the  weight.  Business
     machines and mechanical  equipment belonging to Tenant which cause noise or
     vibration  that may be  transmitted  to the structure of the Building or to
     any  space in the  Building  to such a  degree  as to be  objectionable  to
     Landlord or to any tenants  shall be placed and  maintained  by Tenant,  at
     Tenant's expenses,  on vibration eliminators or other devices sufficient to
     eliminate noise or vibration.  The persons  employed to move such equipment
<PAGE>
     in or out of the Building must be acceptable to Landlord. Landlord will not
     be  responsible  for loss of, or damage  to,  any such  equipment  or other
     property from any cause, and all damage done to the Building by maintaining
     or moving such equipment or other property shall be repaired at the expense
     of Tenant.

6.   Tenant shall not use any method of heating or air  conditioning  other than
     that supplied by Landlord. Tenant shall not waste electricity, water or air
     conditioning.

7.   Tenant shall close and lock the doors of its premises and entirely shut off
     all water  faucets or other water  apparatus  and  electricity,  gas or air
     outlets before Tenant and its employees leave the Premises. Tenant shall be
     responsible  for any  damage or  injuries  sustained  by other  tenants  or
     occupants of the Building or by Landlord for noncompliance with this rule.

8.   The toilet rooms,  toilets,  urinals,  wash bowls and other apparatus shall
     not  be  used  for  any  purpose  other  than  that  for  which  they  were
     constructed,  no foreign  substance of any kind whatsoever  shall be thrown
     into any of them,  and the  expense  of any  breakage,  stoppage  or damage
     resulting from the violation of this rule shall be borne by the Tenant who,
     or whose employees or invitees, shall have caused it.

9.   Tenant shall not install any radio or television  antenna,  satellite dish,
     loudspeaker  or other device on the roof or exterior walls of the Building.
     Tenant  shall  not  interfere  with  radio or  television  broadcasting  or
     reception from or in the Building or elsewhere.

10.  Except as approved by Landlord,  Tenant shall not mark, drive nails,  screw
     or drill into the partitions,  woodwork or plaster or in any way deface the
     Premises.  Tenant  shall not cut or bore holes for wires.  Tenant shall not
     affix any floor  covering to the floor of the Premises in any manner except
     as approved by  Landlord.  Tenant shall  repair any damage  resulting  from
     noncompliance with this rule.

11.  Tenant shall store all its trash and garbage within Premises.  Tenant shall
     not place in any trash  box or  receptacle  any  material  which  cannot be
     disposed  of in the  ordinary  and  customary  manner of trash and  garbage
     disposal.  All garbage and refuse disposal shall be made in accordance with
     directions issued from time to time by Landlord.

12.  No cooking  shall be  permitted  by any Tenant on the  Premises,  except by
     utilizing Underwriters' Laboratory approved microwave oven or equipment for
     brewing coffee, tea, hot chocolate and similar beverages provided that such
     equipment use is in accordance with all applicable federal,  state and city
     laws, codes, ordinances, rules and regulations.

13.  Tenant shall not use in any space of the  Building  any hand trucks  except
     those   equipped   with  rubber   tires  and  side  guards  or  such  other
     material-handling equipment as Landlord may approve. Tenant shall not bring
     any other vehicles of any kind into the Building.

14.  Tenant  shall not use the name of the  Building  in  connection  with or in
     promoting or advertising the business of Tenant except as Tenant's address.

15.  The  requirements  of Tenant  will be  attended  to only  upon  appropriate
     application  to the office of the  Building  by an  authorized  individual.
     Employees of Landlord shall not perform any work or do

                                        2
<PAGE>
     anything  outside of their regular duties unless under special  instruction
     from Landlord, and no employee of Landlord will admit any person (Tenant or
     otherwise) to any office without specific instructions from Landlord.

16.  Landlord may waive any one or more of these Rules and  Regulations  for the
     benefit of any particular tenant or tenants, but no such waiver by Landlord
     shall be  construed as a waiver of such Rules and  Regulations  in favor of
     any other tenant or tenants, nor prevent Landlord from thereafter enforcing
     any such Rules and  Regulations  against  any or all o f the tenants of the
     Building.

17.  These Rules and  Regulations are in addition to, and shall not be construed
     to in any way modify or amend,  in whole or in part, the terms,  covenants,
     agreements and conditions of any lease of premises in the Building.

18.  Landlord  reserves  the right to make such other and  reasonable  rules and
     regulations  as in its  judgment may from time to time be needed for safety
     and  security,  for  care  and  cleanliness  of the  Building  and  for the
     preservation  of good  order in and about the  Building.  Tenant  agrees to
     abide by all such rules and  regulations  in this  Exhibit C stated and any
     additional rules and regulations which are adopted.

19.  Tenant shall be  responsible  for the  observance  of all of the  foregoing
     rules by Tenant's  employees,  agents,  clients,  customers,  invitees  and
     guests.

20.  No pets shall be allowed in the Premises.

                                        3
<PAGE>
                                    EXHIBIT C

                attached to and made a part of Lease bearing the
                   Lease Reference Date of September 29, 1998
             between HOHOKAM 10 INDUSTRIAL PARK, a property of RREEF
                        Performance Partnership-I, L.P.,
                an Illinois limited partnership, as Landlord and
                  CMP Solutions, Inc., an Arizona corporation,
                                   as Tenant.

                                SIGNAGE CRITERIA
                           HOHOKAM EAST AND WEST PARKS

TENANT IDENTIFICATION:

These signs will occur  above the entry door to each  suite.  The signs shall be
applied to the existing sign accent panel, painted Sinclair CM8689 Blue.

     DIMENSIONS:    The copy shall not exceed 80% of the panel area.

     COPY:          The copy shall be 2" tall white vinyl letters in "Palatino
                    Bold Italic" style.

     ILLUMINATION:  None allowed.

     PERMIT:        A sign permit will be required from the City prior to sign
                    installation. (East Park is Tempe, West Park is Phoenix)

WINDOW GRAPHICS:

This  section  stipulates  the  use of  window  graphics  as a means  of  Tenant
identification.

     DIMENSIONS:    The area of the suite number will vary. There will be tenant
                    copy allowed on sidelights adjacent to the main entry. This
                    copy will vary in size depending on Tenant name and logo but
                    shall not exceed 4 square feet.

     COPY:          The suite number shall be "Palatino Italic" style.  Tenant
                    copy shall be "Palatino Bold Italic". The maximum height for
                    all copy shall be 4". The copy will be white vinyl letters
                    fixed to the exterior of the glass 5'6" above the floor and
                    1 1/2" away from the mullions. Rear door identification will
                    consist of 2" white vinyl in "Palatino Bold Italic" style.
<PAGE>
PRICING SCHEDULE:

Each Tenant will be allowed one overhead  sign  location and one window  graphic
per building,  regardless of the number of suites  occupied,  to be installed at
Tenant's  sole cost and expense.  Tenant is  responsible  for the cost to remove
tenant identification signage upon lease termination.

Please contact Sign A Rama, USA for pricing and sign layout information at (602)
756-1577.

The above sign criteria has been  developed to allow for maximum  visibility for
Tenants and potential  clients set forth by RREEF  Management  and the Cities of
Phoenix and Tempe.  The success of the sign design  relies on the  compliance of
these guidelines,  consistently  maintaining a high standard. No deviations from
this criteria may be implemented without prior written consent from Landlord.

                                        2
<PAGE>
                                   EXHIBIT D-1


                               [PICTURE PROVIDED]

<PAGE>
                                   EXHIBIT D-2

                               [PICTURE PROVIDED]


<PAGE>
                                    EXHIBIT E

                attached to and made a part of Lease bearing the
                   Lease Reference Date of September 29, 1998
             between HOHOKAM 10 INDUSTRIAL PARK, a property of RREEF
                        Performance Partnership-I, L.P.,
                an Illinois limited partnership, as Landlord and
                  CMP Solutions, Inc., an Arizona corporation,
                                   as Tenant.

                            CONTINUING LEASE GUARANTY
                                  (Corporation)

Whereas, CMP Solutions, Inc., an Arizona corporation,  ("Tenant") is (a) engaged
in business  as a  corporate  affiliate  of the  undersigned,  or (b) engaged in
selling,  marketing,  using  or  otherwise  dealing  in  merchandise,  supplies,
products, equipment or other articles supplied to it by the undersigned. Because
of  our  inter-corporate  or  business  relations,  or by  reason  of any of the
foregoing,  it will be in our direct  interest and advantage to assist Tenant in
securing  a lease.  Therefore,  in  consideration  of the  making  of the  lease
agreement  by and  between  HOHOKAM 10  INDUSTRIAL  PARK,  a  property  of RREEF
Performance  Partnership-I,  L.P., an Illinois limited partnership,  as Landlord
and Tenant, dated September 29, 1998 for the premises commonly described as 2450
W. 12th Street,  Suite #2 & 3, Tempe, AZ 85281  (hereinafter  referred to as the
"Lease")  and for the  purpose of  inducing  Landlord to enter into and make the
Lease the  undersigned  hereby  unconditionally  guarantees  the full and prompt
payment of rent and all other sums required to be paid by Tenant under the Lease
("Guaranteed  Payments")  and the full and  faithful  performance  of all terms,
conditions,  covenants, obligations and agreements contained in the Lease on the
Tenant's part to be performed  ("Guaranteed  Obligations")  and the  undersigned
further  promises  to pay  all  of  Landlord's  costs  and  expenses  (including
reasonable  attorney's  fees)  incurred in endeavoring to collect the Guaranteed
Payments or to enforce the Guaranteed  Obligations or incurred in enforcing this
guaranty as well as all damages which  Landlord may suffer in consequence of any
default or breach under the lease or this guaranty.

1.   Landlord  may at any time and from  time to  time,  without  notice  to the
     undersigned,  take any or all of the following actions without affecting or
     impairing  the  liability  and  obligations  of  the  undersigned  on  this
     guaranty:

     a.   grant an extension or extensions of time of payment of any  Guaranteed
          Payment or time for performance of any Guaranteed Obligation;

     b.   grant an indulgence or indulgences in any Guaranteed Payment or in the
          performance of any Guaranteed Obligation;

     c.   modify or amend the Lease or any term  thereof,  or any  obligation of
          Tenant arising thereunder;
<PAGE>
     d.   consent to any  assignment or  assignments,  sublease or subleases and
          successive  assignments or subleases by Tenant or the Tenant's assigns
          or sublessees or a change or different use of the leased premises.

     e.   consent to an extension or extensions of the term of the Lease;

     f.   accept other guarantors; and/or

     g.   release any person primarily or secondarily liable.

The liability of the undersigned under this guaranty shall in no way be affected
or impaired  by any  failure or delay in  enforcing  any  Guaranteed  Payment or
Guaranteed Obligation or this guaranty or any security therefor or in exercising
any right or power in respect thereto, or by any compromise, waiver, settlement,
change, subordination,  modification or disposition of any Guaranteed Payment or
Guaranteed  Obligation  or of any  security  therefor.  In  order  to  hold  the
undersigned  liable  hereunder,  there  shall  be no  obligation  on the part of
Landlord,  at any time, to resort for payment to Tenant or any other guaranty or
to any security or other rights and remedies,  and Landlord shall have the right
to enforce this guaranty  irrespective  of whether or not other  proceedings  or
steps are pending or being taken seeking resort to or  realization  upon or from
any of the foregoing.

2.   The undersigned  waives all diligence in collection or in protection or any
     security,  presentment,  protest,  demand,  notice of  dishonor or default,
     notice of acceptance of this guaranty,  notice of any extensions granted or
     other  action  taken in reliance  hereon and all demands and notices of any
     kind  in  connection  with  this  guaranty  or any  Guaranteed  Payment  or
     Guaranteed Obligation.

3.   The undersigned hereby  acknowledges full and complete notice and knowledge
     of all of the terms, conditions,  covenants,  obligations and agreements of
     the Lease.

4.   The payment by the  undersigned  of any amount  pursuant  to this  guaranty
     shall  not in any way  entitle  the  undersigned  to any  right,  title  or
     interest  (whether by  subrogation  or  otherwise)  of the Tenant under the
     Lease  or to  any  security  being  held  for  any  Guaranteed  Payment  or
     Guaranteed Obligation.

5.   This guaranty shall be continuing, absolute and unconditional and remain in
     full  force  and  effect  until  all  Guaranteed  Payments  are  made,  all
     Guaranteed   Obligations   are  performed,   and  all  obligations  of  the
     undersigned under this guaranty are fulfilled.

6.   This guaranty shall also bind the successors and assigns of the undersigned
     and inure to the benefit of Landlord,  its  successors  and  assigns.  This
     guaranty shall be construed according to the laws of the state in which the
     leased  premises are  located,  in which state it shall be performed by the
     undersigned.

7.   If this  guaranty is executed by more than one person,  all singular  nouns
     and verbs  herein  relating  to the  undersigned  shall  include the plural
     number and the  obligation  of the  several  guarantors  shall be joint and
     several.

                                        2
<PAGE>
8.   The Landlord and the undersigned  intend and believe that each provision of
     this guaranty comports with all applicable law.  However,  if any provision
     of this  guaranty  is found by a court to be invalid  for any  reason,  the
     parties  intend that the remainder of this guaranty  shall continue in full
     force and effect and the invalid provision shall be construed as if it were
     not contained herein.

IN WITNESS  WHEREOF,  the undersigned has caused this guaranty to be executed by
its duly authorized officers this 29 day of September, 1998.

GUARANTOR:

SITEK, INC.,

ATTEST:

A DELAWARE CORPORATION

By:    /s/ Don Jackson
       ------------------------
       Don Jackson, PHD
Title: President