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                                                                   EXHIBIT 10.36



                            INDUSTRIAL BUILDING LEASE

                                     BETWEEN


                  TRANSWESTERN WEST UNION, L.L.C. ("LANDLORD")

                                       AND

        WHITE ELECTRONICS DESIGN CORP., AN INDIANA CORPORATION ("TENANT")


                         DATE OF LEASE: OCTOBER __, 2001

                  BUILDING WEST UNION BUSINESS PARK BUILDING 7
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                                TABLE OF CONTENTS


1.    DEFINITIONS......................................................1

2.    LEASE GRANT......................................................4

3.    ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.......................4

4.    USE..............................................................6

5.    BASE RENTAL......................................................6

6.    SECURITY DEPOSIT.................................................7

7.    SERVICES TO BE FURNISHED BY LANDLORD.............................7

8.    LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY.........................8

9.    SIGNAGE..........................................................8

10.   REPAIRS AND ALTERATIONS BY TENANT................................8

11.   USE OF ELECTRICAL SERVICES BY TENANT.............................9

12.   ENTRY BY LANDLORD...............................................10

13.   ASSIGNMENT AND SUBLETTING.......................................10

14.   MECHANIC'S LIENS................................................12

15.   INSURANCE.......................................................12

16.   INDEMNITY.......................................................14

17.   DAMAGES FROM CERTAIN CAUSES.....................................14

18.   CASUALTY DAMAGE.................................................14

19.   CONDEMNATION....................................................15

20.   HAZARDOUS SUBSTANCES............................................15

21.   AMERICANS WITH DISABILITIES ACT.................................16

22.   EVENTS OF DEFAULT...............................................16

23.   REMEDIES........................................................17

24.   NO WAIVER.......................................................21

25.   PEACEFUL ENJOYMENT..............................................21


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26.   SUBSTITUTION....................................................21

27.   HOLDING OVER....................................................21

28.   SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE..................22

29.   NOTICE..........................................................22

30.   LANDLORD'S LIEN.................................................23

31.   SURRENDER OF PREMISES...........................................23

32.   RIGHTS RESERVED TO LANDLORD.....................................23

33.   MISCELLANEOUS...................................................24

34.   ENTIRE AGREEMENT................................................25

35.   LIMITATION OF LIABILITY.........................................25

EXHIBIT A-OUTLINE AND LOCATION OF PREMISES

EXHIBIT B-RULES AND REGULATIONS

EXHIBIT C-PAYMENT OF BASIC COSTS

EXHIBIT D-WORK LETTER

EXHIBIT E-ADDITIONAL PROVISIONS

EXHIBIT F-COMMENCEMENT LETTER


                                       ii
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                       INDUSTRIAL BUILDING LEASE AGREEMENT


This Industrial Building Lease Agreement (THE "LEASE") is made and entered into
on this the 12th day of OCTOBER, 2001, between TRANSWESTERN WEST UNION, L.L.C.,
a Delaware limited liability company ("LANDLORD") and WHITE ELECTRONICS DESIGN
CORP., an Indiana corporation ("TENANT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

1. DEFINITIONS. The following are definitions of some of the defined terms used
in this Lease. The definition of other defined terms are found throughout this
Lease.

     A. "BUILDING" shall mean the industrial building at 6113 NW CORNELIUS PASS
     ROAD, HILLSBORO, County of WASHINGTON, State of OREGON, currently known as
     WEST UNION BUSINESS PARK, BUILDING 7.

     B. "BASE RENT" Base Rent will be paid according to the following schedule,
     subject to the provisions of Section 5 hereof. For the purposes of this
     Section 1.B, "LEASE YEAR" shall mean the twelve (12) month period
     commencing on the Commencement Date, and on each anniversary of the
     Commencement Date.


<TABLE>
<CAPTION>
                                                  MONTHLY INSTALLMENTS
           PERIOD           ANNUAL BASE RENT          OF BASE RENT
<S>                         <C>                   <C>
    FIRST LEASE YEAR             -0-                      -0-
    (MONTHS 1-5)
    FIRST LEASE YEAR          $451,689.24            $37,640.77
    (MONTHS 6-12)
    SECOND LEASE YEAR         $466,914.72            $38,909.56
    THIRD LEASE YEAR          $477,065.04            $39,755.42
    FOURTH LEASE YEAR         $492,290.52            $41,024.21
    FIFTH LEASE YEAR          $502,440.84            $41,870.07
    SIXTH LEASE YEAR          $517,666.32            $43,138.86
    SEVENTH LEASE YEAR        $532,891.80            $44,407.65
</TABLE>

     The Base Rent due for the first month during the Lease Term (hereinafter
     defined) shall be paid by Tenant to Landlord contemporaneously with
     Tenant's execution hereof.

     C. "ADDITIONAL RENT" shall mean Tenant's Pro Rata Share of Basic Costs
     (hereinafter defined) and any other sums (exclusive of Base Rent) that are
     required to be paid to Landlord by Tenant hereunder, which sums are deemed
     to be Additional Rent under this Lease. Additional Rent and Base Rent are
     sometimes collectively referred to herein as "Rent."

     D. "BASIC COSTS" shall mean all direct and indirect costs and expenses
     incurred in connection with the Building as more fully defined in EXHIBIT C
     attached hereto.

     E. "SECURITY DEPOSIT" shall mean the sum of FORTY-FOUR THOUSAND FOUR
     HUNDRED SEVEN AND 65/100 Dollars ($44,407.65). The Security Deposit shall
     be paid by Tenant to Landlord contemporaneously with Tenant's execution
     hereof.

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     F. "COMMENCEMENT DATE", "LEASE TERM" and "TERMINATION DATE" shall have the
     meanings set forth in subsection I.F.(1) or I.F.(2) below (delete one):

          (2)  The "LEASE TERM" shall mean a period of 84 months commencing on
               the later to occur of (a) DECEMBER 15, 2001 (the "TARGET
               COMMENCEMENT DATE") and (b) the date upon which Landlord's Work
               in the Premises has been substantially completed as such date is
               determined pursuant to Section 3.A hereof (the later to occur of
               such dates being defined as the "COMMENCEMENT DATE"). The
               "TERMINATION DATE" shall, unless sooner terminated as provided
               herein, mean the last day of the Lease Term. Notwithstanding the
               foregoing, if the Termination Date, as determined herein, does
               not occur on the last day of a calendar month, the Lease Term
               shall be extended by the number of days necessary to cause the
               Termination Date to occur on the last day of the last calendar
               month of the Lease Term. Tenant shall pay Base Rent and
               Additional Rent for such additional days at the same rate payable
               for the portion of the last calendar month immediately preceding
               such extension. The Commencement Date, Lease Term (including any
               extension by Landlord pursuant to this subsection 1F.(2) and
               Termination Date shall be set forth in a Commencement Letter
               prepared by Landlord and executed by Tenant in accordance with
               the provisions of Section 3.A hereof.

     G. "PREMISES" shall mean the space located within the Building and outlined
     on EXHIBIT A to this Lease.

     H. "APPROXIMATE RENTABLE AREA IN THE PREMISES" shall mean the area
     contained within the demising walls of the Premises and any other area
     designated for the exclusive use of Tenant plus an allocation of the
     Tenant's pro rata share of the square footage of the "Common Areas" and the
     "Service Areas" (as defined below). For purposes of the Lease it is agreed
     and stipulated by both Landlord and Tenant that the Approximate Rentable
     Area in the Premises is 42,293 square feet.

     I. The "APPROXIMATE RENTABLE AREA IN THE BUILDING" is 42,293 square feet.
     The Approximate Rentable Area in the Premises and the Approximate Rentable
     Area in the Building as set forth herein may be revised at Landlord's
     election if Landlord's architect determines such estimate to be inaccurate
     in any material degree after examination of the final drawings of the
     Premises and the Building or if the method of measurement of area in the
     Building changes during the Lease Term.

     J. "TENANT'S PRO RATA SHARE" shall mean ONE HUNDRED percent (100%) which is
     the quotient (expressed as a percentage), derived by dividing the
     Approximate Rentable Area in the Premises by the Approximate Rentable Area
     in the Building.

     K. "PERMITTED USE" shall mean ASSEMBLY AND DISTRIBUTION OF ELECTRONIC
     PRODUCTS and no other use or purpose.

     L. "BASE YEAR" shall mean N/A.

     M. "GUARANTOR(S)" shall mean N/A and any other party that agrees in writing
     to guarantee Tenant's obligations under the Lease.

     N. "BROKER" shall mean NORRIS, BEGGS & SIMPSON representing the Landlord
     and LANCE DENNING PROPERTIES representing the Tenant.

     O. "BUILDING MANAGER" shall mean Transwestern Commercial Services or such
     other company as Landlord shall designate from time to time.

     P. "BUILDING STANDARD" shall mean the type, brand, quality and/or quantity
     of materials Landlord designates from time-to-time to be the minimum
     quality and/or quantity to be used in the Building or the exclusive type,
     grade, quality and/or quantity of material to be used in the Building.

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     Q. "BUSINESS DAY(S)" shall mean Mondays through Fridays exclusive of the
     normal business holidays of New Year's Day, Memorial Day, Independence Day,
     Labor Day, Thanksgiving Day and Christmas Day ("HOLIDAYS"). Landlord, from
     time to time during the Lease Term, shall have the right to designate
     additional Holidays, provided such additional Holidays are commonly
     recognized by other industrial buildings in the area where the Building is
     located.

     R. "COMMON AREAS" shall mean those areas located within the Building or on
     the Property used for corridors, elevator foyers, mail rooms, restrooms,
     mechanical rooms, elevator mechanical rooms, property management office,
     janitorial closets, electrical and telephone closets, vending areas, and
     lobby areas (whether at ground level or otherwise), entrances, exits,
     sidewalks, skywalks, tunnels, driveways, parking areas and parking garages
     and landscaped areas and other similar facilities provided for the common
     use or benefit of tenants generally and/or the public.

     S. "DEFAULT RATE" shall mean the lower of (i) the Prime Rate plus six
     percent (6%) or (ii) the Maximum Rate.

     T. "MAXIMUM RATE" shall mean the highest rate of interest from time-to-time
     permitted under applicable federal and state law.

     U. "NORMAL BUSINESS HOURS" for the Building shall mean 8:00 a.m. to
     Midnight. Mondays through Sundays, exclusive of Holidays.

     V. "PRIME RATE" shall mean the per annum interest rate announced by and
     quoted in the Wall Street Journal from time-to-time as the prime or base
     rate.

     W. "PROPERTY" shall mean the Building and the parcel(s) of land on which it
     is located, other improvements located on such land, adjacent parcels of
     land that Landlord operates jointly with the Building, and other buildings
     and improvements located on such adjacent parcels of land.

     X. "SERVICE AREAS" shall mean those areas within the Building used for
     stairs, elevator shafts, flues, vents, stacks, pipe shafts and other
     vertical penetrations (but shall not include any such areas for the
     exclusive use of a particular tenant).

     Y. "NOTICE ADDRESSES" shall mean the following addresses for Tenant and
     Landlord, respectively:

     Tenant:

     White Electronics Design Corp.
     3601 E. University Drive
     Phoenix, AZ  85034-7250
     Attn:  Hamid Shokrgozar

     with a copy to:
     ___________________________________
     ___________________________________
     ___________________________________
     ___________________________________-

     Landlord:

     Transwestern West Union, L.L.C.
     505 14th Street, Suite 460
     Oakland, CA  94612
     Attn:  Jeff West

                                       3
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     with a copy to:

     Transwestern West Union, L.L.C.
     150 North Wacker Drive, Suite 800
     Chicago, IL  60606
     Attn:William A. Purdy, Jr.

     Payments of Rent only shall be made payable to the order of:

     Transwestern West Union, L.L.C.

     at the following address:

     c/o Transwestern Commercial Services
     Pacific First Center, Suite 450
     851 SW 6th
     Portland, Oregon 97204
     Attn:  Ron Brenner

     or such other name and address as Landlord shall, from time to time,
     designate.

2. LEASE GRANT. Subject to and upon the terms herein set forth, Landlord leases
to Tenant and Tenant leases from Landlord the Premises together with the right,
in common with others, to use the Common Areas.

3. ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.

     A. If the Lease Term, Commencement Date and Termination Date are to be
     determined in accordance with Section I.F(.2) above, the Lease Term shall
     not commence until the later to occur of the Target Commencement Date and
     the date that either (i) a certificate of occupancy has been issued for the
     Premises or (ii) if the certificate of occupancy is not available, Landlord
     has certified in writing that the construction of the Premises is
     substantially complete and that the local building official has made its
     final inspection and stated that the certificate of occupancy will be
     issued without further work requirements or inspections ("Landlord's
     Certification"), and Landlord has substantially completed the work to be
     performed by Landlord as set forth in the Work Letter Agreement attached
     hereto as EXHIBIT D ("LANDLORD'S WORK"); provided, however, that if
     Landlord shall be delayed in substantially completing the Landlord Work as
     a result of the occurrence of any of the following (a "DELAY"):

          (1)  Tenant's failure to furnish information in accordance with the
               Work Letter Agreement or to respond to any request by Landlord
               for any approval of information within any time period
               prescribed, or if no time period is prescribed, then within two
               (2) Business Days of such request; or

          (2)  Tenant's insistence on materials, finishes or installations that
               have long lead times after having first been informed by Landlord
               that such materials, finishes or installations may cause a Delay;
               or

          (3)  Changes in any plans and specifications requested by Tenant; or

          (4)  The performance or nonperformance by a person or entity employed
               by on or behalf of Tenant in the completion of any work in the
               Premises (all such work and such persons or entities being
               subject to prior approval of Landlord); or

          (5)  Any request by Tenant that Landlord delay the completion of any
               of the Landlord's Work; or

                                       4
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          (6)  Any breach or default by Tenant in the performance of Tenant's
               obligations under this Lease; or

          (7)  Any delay resulting from Tenant's having taken possession of the
               Premises for any reason prior to substantial completion of the
               Landlord's Work; or

          (8)  Any other delay chargeable to Tenant, its agents, employees or
               independent contractors;

     then, for purposes of determining the Commencement Date, the date of
     substantial completion shall be deemed to be the day that a certificate of
     occupancy or Landlord's Certification could have been issued and said
     Landlord's Work would have been substantially completed absent any such
     Delay(s). The Landlord's Work shall be deemed to be substantially completed
     on the date that Landlord's Work has been performed (or would have been
     performed absent any Delay(s)), other than any details of construction,
     mechanical adjustment or any other matter, the noncompletion of which does
     not materially interfere with Tenant's use of the Premises, so long as a
     certificate of occupancy of Landlord's Certification has been issued for
     the Premises. The adjustment of the Commencement Date and, accordingly, the
     postponement of Tenant's obligation to pay Base Rent and other sums due
     hereunder shall be Tenant's sole remedy and shall constitute full
     settlement of all claims that Tenant might otherwise have against Landlord
     by reason of the Premises not being ready for occupancy by Tenant on the
     Target Commencement Date. Promptly after the determination of the
     Commencement Date, Landlord and Tenant shall enter into a letter agreement
     (the "COMMENCEMENt LETTER") on the form attached hereto as EXHIBIT F
     setting forth the Commencement Date, the Termination Date and any other
     dates that are affected by the adjustment of the Commencement Date. If this
     Lease requires Landlord to perform Landlord's Work in the Premises, the
     Commencement Letter shall identify any minor incomplete items of the
     Landlord's Work as reasonably determined by Landlord's architect (the
     "PUNCHLIST ITEMS"), which Punchlist Items Landlord shall promptly remedy.
     Tenant, within five (5) days after receipt thereof from Landlord, shall
     execute the Commencement Letter and return the same to Landlord.

     B. By taking possession of the Premises, Tenant is deemed to have accepted
     the Premises and agreed that the Premises is in good order and satisfactory
     condition, with no representation or warranty by Landlord as to the
     condition of the Premises or the Building or suitability thereof for
     Tenant's use.

     C. Notwithstanding anything to the contrary contained in this Lease,
     Landlord shall not be obligated to tender possession of any portion of the
     Premises or other space leased by Tenant from time to time hereunder that,
     on the date possession is to be delivered, is occupied by a tenant or other
     occupant or that is subject to the rights of any other tenant or occupant,
     nor shall Landlord have any other obligations to Tenant under this Lease
     with respect to such space until the date Landlord: (1) recaptures such
     space from such existing tenant or occupant; and (2) regains the legal
     right to possession thereof. This Lease shall not be affected by any such
     failure to deliver possession and Tenant shall have no claim for damages
     against Landlord as a result thereof, all of which are hereby waived and
     released by Tenant. If Landlord is prevented from delivering possession of
     the Premises to Tenant due to the holding over in possession of the
     Premises by a tenant or other occupant thereof, Landlord shall use
     reasonable efforts to regain possession of the Premises in order to deliver
     the same to Tenant. If the Lease Term is to be determined pursuant to
     Section 1.F(1) hereof, the Commencement Date shall be postponed until the
     date Landlord delivers possession of the Premises to Tenant, in which event
     the Termination Date shall, at the option of Landlord, correspondingly be
     postponed on a per diem basis. If the Lease Term is to be determined
     pursuant to Section 1.F(2), the Commencement Date and Termination Date
     shall be determined as provided in Section 3.A above. Notwithstanding the
     foregoing, Tenant may terminate this Lease if Landlord does not tender
     possession of the Premises to Tenant within one hundred sixty five (165)
     days after this Lease is executed by both Landlord and Tenant, except that
     if Landlord's failure to tender possession of the Premises is caused by a
     Delay, then the (165) day period shall be automatically extended for a
     period equal to the period of such Delay.

                                       5
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     D. If Tenant, with Landlord's prior approval, takes possession of the
     Premises prior to the Commencement Date, such possession shall be subject
     to all the terms and conditions of the Lease and Tenant shall pay Base Rent
     and Additional Rent to Landlord for each day of occupancy prior to the
     Commencement Date. Notwithstanding the foregoing, if Tenant, with
     Landlord's prior approval, takes possession of the Premises prior to the
     Commencement Date for the sole purpose of performing any Landlord-approved
     improvements therein or installing furniture, equipment or other personal
     property of Tenant, such possession shall be subject to all of the terms
     and conditions of the Lease, except that Tenant shall not be required to
     pay Rent with respect to the period of time prior to the Commencement Date
     during which Tenant performs such work. Tenant shall, however, be liable
     for the cost of any services (e.g. electricity, HVAC, freight elevators)
     that are provided to Tenant or the Premises during the period of Tenant's
     possession prior to the Commencement Date. Nothing herein shall be
     construed as granting Tenant the right to take possession of the Premises
     prior to the Commencement Date, whether for construction, fixturing or any
     other purpose, without the prior consent of Landlord.

4. USE. The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's reasonable judgement, creates a nuisance or which would increase the
cost of insurance coverage with respect to the Building. Tenant will conduct its
business and control its agents, servants, employees, customers, licensees, and
invitees in such a manner as not to interfere with, annoy or disturb other
tenants or Landlord in the management of the Building and the Property. Tenant
will maintain the Premises in a clean and healthful condition, and comply with
all laws, ordinances, orders, rules and regulations of any governmental entity
with reference to the use, condition, configuration or occupancy of the
Premises. Tenant, within ten (10) days after the receipt thereof, shall provide
Landlord with copies of any notices it receives with respect to a violation or
alleged violation of any such laws, ordinances, orders, rules and regulations.
Tenant, at its expense, will comply with the rules and regulations of the
Building attached hereto as EXHIBIT B and such other rules and regulations
adopted and altered by Landlord from time-to-time and will cause all of its
agents, employees, invitees and visitors to do so. All such changes to rules and
regulations will be reasonable and shall be sent by Landlord to Tenant in
writing.

5. BASE RENT.

     A. Tenant covenants and agrees to pay to Landlord during the Lease Term,
     without any setoff or deduction except as otherwise expressly provided
     herein, the full amount of all Base Rent and Additional Rent due hereunder
     and the full amount of all such other sums of money as shall become due
     under this Lease (including, without limitation, any charges for
     replacement of electric lamps and ballasts and any other services, goods or
     materials furnished by Landlord at Tenant's request), all of which
     hereinafter may be collectively called "RENT." In addition Tenant shall pay
     and be liable for, as Additional Rent, all rent, sales and use taxes or
     other similar taxes, if any, levied or imposed by any city, state, county
     or other governmental body having authority, such payments to be in
     addition to all other payments required to be paid to Landlord by Tenant
     under the terms and conditions of this Lease. Any such payments shall be
     paid concurrently with the payments of the Rent on which the tax is based.
     The Base Rent and Additional Rent for each calendar year or portion thereof
     during the Lease Term, shall be due and payable in advance in monthly
     installments of the first day of each calendar month during the Lease Term
     and any extensions or renewals hereof, and Tenant hereby agrees to pay such
     Base Rent and Additional Rent to Landlord without demand. If the Lease Term
     commences on a day other than the first day of a month or terminates on a
     day other than the last day of a month, then the installments of Base Rent
     and Additional Rent for such month or months shall be prorated, based on
     the number of days in such month. No payment by Tenant or receipt or
     acceptance by Landlord of a lesser amount than the correct installment of
     Rent due under this Lease shall be deemed to be other than a payment on
     account of the earliest Rent due hereunder, nor shall any endorsement or
     statement on any check or any letter accompanying any check or payment be
     deemed an accord and satisfaction, and Landlord may accept such check or
     payment without prejudice to Landlord's right to recover the balance or
     pursue any other available remedy. The acceptance by Landlord of an
     installment of Rent on a date after the due date of such payment shall not
     be construed to be a waiver of Landlord's right to declare a default for
     any other late payment. All amounts

                                       6
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     received by Landlord from Tenant hereunder shall be applied first to the
     earliest accrued and unpaid Rent then outstanding. Tenant's covenant to pay
     Rent shall be independent of every other covenant set forth in this Lease.

     B. To the extent allowed by law, all installments of Rent not paid when due
     shall bear interest at the Default Rate from the date due until paid. In
     addition, if Tenant fails to pay any installment of Base Rent and
     Additional Rent or any other item of Rent after expiration of any
     applicable notice and cure period, a "LATE CHARGE" equal to five percent
     (5%) of such unpaid amount will be due and payable immediately by Tenant to
     Landlord. Such late charge is not intended as a penalty, but instead is
     intended to compensate Landlord for the additional administrative expenses
     resulting from any such late payment.

     C. The Additional Rent payable hereunder shall be adjusted from
     time-to-time in accordance with the provisions of EXHIBIT C attached hereto
     and incorporated herein for all purposes.

6. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease including but not limited to those
set forth in Section 10 hereof, it being expressly understood that the Security
Deposit shall not be considered an advance payment of Rent or a measure of
Tenant's liability for damages in case of default by Tenant. Landlord shall have
no fiduciary responsibilities or trust obligations whatsoever with regard to the
Security Deposit and shall not assume the duties of a trustee for the Security
Deposit. Landlord may, from time-to-time, without prejudice to any other remedy
and without waiving such default, use the Security Deposit to the extent
necessary to cure or attempt to cure, in whole or in part, any default of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the termination
of this Lease, the balance of the Security Deposit remaining after any such
application shall be returned by Landlord to Tenant within thirty (30) days
thereafter, provided that Tenant has left the Premises in the condition required
by Section 31 of this Lease. If Landlord transfers its interest in the Premises
during the term of this Lease, Landlord may assign the Security Deposit to the
transferee and thereafter shall have no further liability for the return of such
Security Deposit. Tenant agrees to look solely to such transferee or assignee or
successor thereof for the return of the Security Deposit. Landlord and its
successors and assigns shall not be bound by any actual or attempted assignment
or encumbrance of the Security Deposit by Tenant. Landlord shall not be required
to keep the Security Deposit separate from its other accounts.

7. SERVICES TO BE FURNISHED BY LANDLORD.

     A. Landlord agrees to furnish Tenant the following services:

          (1)  Water for use in the lavatories on the floor(s) on which the
               Premises is located. If Tenant desires water in the Premises for
               any approved reason, including a private lavatory or kitchen,
               cold water shall be supplied, at Tenant's sole cost and expense,
               from the Building water main through a line and fixtures
               installed at Tenant's sole cost and expense with the prior
               reasonable consent of Landlord. If Tenant desires hot water in
               the Premises, Tenant, at its sole cost and expense and subject to
               the prior reasonable consent of Landlord, may install a hot water
               heater in the Premises. Tenant shall be solely responsible for
               the maintenance and repair of any such water heater.

          (2)  Maintenance and repair of all Common Areas in the manner and to
               the extent reasonably deemed by Landlord to be standard for
               buildings of similar class, age and location.

          (3)  Electricity to the Premises in accordance with and subject to the
               terms and conditions of Section 11 of this Lease.

                                       7
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          (4)  Tenant's proportionate share of the parking area serving the
               Building (four (4) spaces per 1,000 square feet of the
               Approximate Rentable Area in the Premises), in common with
               Landlord and with all other tenants or occupants of the Building.

     B. If Tenant requests any other utilities or building services in addition
     to those identified above, or any of the above utilities or building
     services in frequency, scope, quality or quantities substantially greater
     than the standards set by Landlord for the Building, then Landlord shall
     use reasonable efforts to attempt to furnish Tenant with such additional
     utilities or building services. Landlord may impose a reasonable charge for
     such additional utilities or building services, which shall be paid monthly
     by Tenant as Additional Rent on the same day that the monthly installment
     of Base Rent is due.

     C. Except as otherwise expressly provided herein, the failure by Landlord
     to any extent to furnish, or the interruption or termination of these
     defined services in whole or in part, resulting from adherence to laws,
     regulations and administrative orders, wear, use, repairs, improvements,
     alterations or any causes beyond the reasonable control of Landlord shall
     not render Landlord liable in any respect nor be construed as a
     constructive eviction of Tenant, nor give rise to an abatement of Rent, nor
     relieve Tenant from the obligation to fulfill any covenant or agreement
     hereof. Should any of the equipment or machinery used in the provision of
     such services for any cause cease to function properly, Landlord shall use
     reasonable diligence to repair such equipment or machinery.

8. LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY. All fixtures, equipment,
improvements and appurtenances attached to, or built into, the Premises at the
commencement of or during the Lease Term, whether or not by, or at the expense
of, Tenant ("LEASEHOLD IMPROVEMENTS"), shall be and remain a part of the
Premises; shall be the property of Landlord; and shall not be removed by Tenant
except as expressly provided herein. All unattached and moveable partitions,
trade fixtures, moveable equipment or furniture located in the Premises and
acquired by or for the account of Tenant, without expense to Landlord, which can
be removed without structural damage to the Building or Premises, and all
personalty brought into the Premises by Tenant ("TENANT'S PROPERTY") shall be
owned and insured by Tenant. Landlord shall notify Tenant no less than sixty
(60) days prior to the expiration of the Lease Term, or in the event of a
termination of the Lease, within one (1) month after the termination of this
Lease or Tenant's right to possession, require Tenant to remove any Leasehold
Improvements performed by or for the benefit of Tenant and all electronic, phone
and data cabling as are designated by Landlord (the "REQUIRED REMOVABLES") at
Tenant's sole cost. Tenant shall remove such Required Removables, with respect
to a termination, within ten (10) days after notice from Landlord, provided that
in no event shall Tenant be required to remove such Required Removables prior to
the expiration or earlier termination of this Lease or Tenant's right to
possession. In the event of the expiration of the Lease Term, Tenant must remove
such Required Removables prior to such expiration. In addition to Tenant's
obligation to remove the Required Removables, Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably necessary to
restore the Premises to a "move in" condition. If Tenant fails to remove any
specified Required Removables or to perform any required repairs and restoration
within the time period specified above, Landlord, at Tenant's sole cost and
expense, may remove the Required Removables (and repair any damage occasioned
thereby) and dispose thereof or deliver the Required Removables to any other
place of business of Tenant, or warehouse the same, and Tenant shall pay the
cost of such removal, repair, delivery, or warehousing of the Required
Removables, together with interest thereon at the Default Rate, within five (5)
days after demand from Landlord. Notwithstanding the foregoing, Landlord may
elect, at its sole option, to remove the Required Removables itself and to
charge Tenant the costs therefor. Tenant shall pay all of the costs reasonably
incurred by Landlord to remove the Required Removables and repair any damage
caused thereby within ten (10) days of demand therefor, together with reasonable
supporting invoices, from Landlord.

9. SIGNAGE. Landlord shall provide and install, at Tenant's cost, all letters or
numerals on the exterior of the Premises; all such letters and numerals shall be
in the standard graphics for the Building and no others shall be used or
permitted on the Premises without Landlord's prior written consent. In addition,
Landlord will list Tenant's name in the Building's directory, if any.

                                       8
<PAGE>
10. REPAIRS AND ALTERATIONS BY TENANT.

     A. Except to the extent such obligations are specifically imposed upon
     Landlord hereunder, Tenant shall, at its sole cost and expense, maintain
     the Premises in the same order, condition and repair as that accepted by
     Tenant throughout the entire Lease Term, ordinary wear and tear excepted.
     Tenant agrees to keep the areas visible from outside the Premises in a
     neat, clean and attractive condition at all times. Tenant shall be
     responsible for all repairs, replacements and alterations in and to the
     Premises, Building and Property and the facilities and systems thereof, the
     need for which arises out of (1) Tenant's use or occupancy of the Premises,
     (2) the installation, removal, use or operation of Tenant's Property (as
     defined in Section 8 above), (3) the moving of Tenant's Property into or
     out of the Building, or (4) the act, omission, misuse or negligence of
     Tenant, its agents, contractors, employees or invitees. Tenant shall be
     responsible for repair, maintenance and replacement, if necessary, of the
     HVAC system and equipment serving the Premises. All such repairs,
     replacements or alterations shall be performed in accordance with Section
     10.B below and the rules, policies and procedures reasonably enacted by
     Landlord from time to time for the performance of work in the Building. If
     Tenant fails to maintain the Premises in good order, condition and repair,
     Landlord shall give Tenant notice to perform such acts as are reasonably
     required to so maintain the Premises. If Tenant fails to promptly commence
     such work and diligently pursue it to its completion, then Landlord may, at
     is option, make such repairs, and Tenant shall pay the cost thereof to
     Landlord on demand as Additional Rent, together with an administration
     charge in an amount equal to five percent (5%) of the cost of such repairs.
     Landlord shall, at its expense (except as included in Basic Costs) keep and
     maintain in good repair and working order and make all repairs to and
     perform necessary maintenance upon: (a) all structural elements of the
     Building; and (b) all mechanical, electrical and plumbing systems that
     serve the Building in general; and (c) the Building facilities common to
     all tenants including but not limited to, the ceilings, walls and floors in
     the Common Areas.

     B. Tenant shall not make or allow to be made any alterations, additions or
     improvements to the Premises, without first obtaining the written consent
     of Landlord in each such instance, which consent shall not be unreasonably
     withheld, but which may be refused or given on such reasonable conditions
     as Landlord may elect. Prior to commencing any such work and as a condition
     to obtaining Landlord's consent, Tenant must furnish Landlord with plans
     and specifications acceptable to Landlord; names and addresses of
     contractors reasonably acceptable to Landlord; copies of contracts;
     necessary permits and approvals; evidence of contractor's and
     subcontractor's insurance in accordance with Section 15 hereof; and, if
     required by Landlord, a payment bond or other security, all in form and
     amount satisfactory to Landlord. Tenant shall be responsible for insuring
     that all of its contractors and subcontractors and other contract parties
     procure and maintain insurance coverage for their work in the Building, in
     such amounts and with such companies as Landlord may require, including,
     but not limited to, Builder's Risk and Worker's Compensation insurance. All
     such improvements, alterations or additions shall be constructed in a good
     and workmanlike manner using Building Standard materials or other new
     materials of equal or greater quality. Landlord, to the extent reasonably
     necessary to avoid any disruption to the tenants and occupants of the
     Building, shall have the right to designate the time when any such
     alterations, additions and improvements may be performed and to otherwise
     designate reasonable rules, regulations and procedures for the performance
     of work in the Building. Upon completion, Tenant shall furnish "as-built"
     plans, contractor's affidavits and full and final waivers of lien and
     receipted bills covering all labor and materials. All improvements,
     alterations and additions shall comply with the insurance requirements,
     codes, ordinances, laws and regulations, including without limitation, the
     Americans with Disabilities Act. Tenant shall reimburse Landlord upon
     demand for all sums, if any, expended by Landlord for third party
     examination of the architectural, mechanical, electrical and plumbing plans
     for any alterations, additions or improvements. In addition, if Landlord so
     requests, Landlord shall be entitled to oversee the construction of any
     alterations, additions or improvements that may affect the structure of the
     Building or any of the mechanical, electrical, plumbing or life safety
     systems of the Building. In the event Landlord elects to oversee such work,
     Landlord shall be entitled to receive a fee for such oversight in an amount
     equal to five percent (5%) of the cost of such alterations, additions or
     improvements. Landlord's approval of Tenant's plans and specifications for
     any work performed for or on behalf of Tenant shall not be deemed to be
     representation by Landlord that such plans and

                                       9
<PAGE>
     specifications comply with applicable insurance requirements, building
     codes, ordinances, laws or regulations or that the alterations, additions
     and improvements constructed in accordance with such plans and
     specifications will be adequate for Tenant's use.

11. USE OF ELECTRICAL SERVICES BY TENANT.

     A. All electricity used by Tenant in the Premises shall, at Landlord's
     option, be paid for by Tenant either: (1) through inclusion in Base Rent
     and Basic Costs (except as provided in Section 11.B below with respect to
     excess usage); or (2) by a separate charge billed directly to Tenant by
     Landlord and payable by Tenant as Additional Rent within ten (10) days
     after billing; or (3) by a separate charge or charges billed by the utility
     company(ies) providing electrical service and payable by Tenant directly to
     such utilities company(ies). Landlord shall have the right at any time and
     from time-to-time during the Lease Term to contract for electricity service
     from such providers of such services as Landlord shall elect (each being an
     "ELECTRIC SERVICE PROVIDER"). Tenant shall cooperate with Landlord, and the
     applicable Electric Service Provider, at all times and, as reasonably
     necessary, shall allow Landlord and such Electric Service Provider
     reasonable access to the Building's electric lines, feeders, risers,
     wiring, and any other machinery within the Premises. Landlord shall in no
     way be liable or responsible for any loss, damage, or expense that Tenant
     may sustain or incur by reason of any change, failure, interference,
     disruption, or defect in the supply or character of the electric energy
     furnished to the Premises, or if the quantity or character of the electric
     energy supplied by the Electric Service Provider is no longer available or
     suitable for Tenant's requirements, and no such change, failure, defect,
     unavailability, or unsuitability shall constitute an actual or constructive
     eviction, in whole or in part, or entitle Tenant to any abatement or
     diminution of rent, or relieve Tenant from any of its obligations under the
     Lease.

     B. Tenant's use of electrical services furnished by Landlord shall not
     exceed in voltage, rated capacity, or overall load that which is standard
     for the Building. In the event Tenant shall request that it be allowed to
     consume electrical services in excess of Building Standard, Landlord may
     refuse to consent to such usage or may consent upon such conditions as
     Landlord reasonably elects (including the installation of utility service
     upgrades, submeters, air handlers or cooling units), and all such
     additional usage (to the extent permitted by law), installation and
     maintenance thereof shall be paid for by Tenant as Additional Rent.
     Landlord, at any time during the Lease Term, shall have the right to
     separately meter electrical usage for the Premises or to measure electrical
     usage by survey or any other method that Landlord, in its reasonable
     judgment, deems appropriate.

12. ENTRY BY LANDLORD. Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Premises to inspect the
same, or to show the Premises to prospective purchasers, mortgagees, tenants
(during the last (12) twelve months of the Lease Term or earlier in connection
with a potential relocation) or insurers, or to clean or make repairs,
alterations, or additions thereto, including any work that Landlord deems
necessary for the safety, protection or preservation of the Building or any
occupants thereof, or to facilitate repairs, alterations or additions to the
Building or any other tenant's premises. Except for any entry by Landlord in an
emergency situation or to provide normal cleaning and janitorial service,
Landlord shall provide Tenant with reasonable prior notice of any entry into the
Premises, which notice may be given verbally. Landlord shall have the right to
temporarily close the Premises or the Building to perform repairs, alterations
or additions in the Premises or the Building, provided that Landlord shall use
reasonable efforts to perform all such work on weekends and after Normal
Business Hours. If such closure of the Premises or the Building is within the
sole control of Landlord and such closure shall exceed a period of five (5)
consecutive days, then Tenant shall have the right to abate Rent for the period
exceeding five (5) days. Entry by Landlord hereunder shall not constitute a
constructive eviction or entitle Tenant to any abatement or reduction of Rent by
reason thereof.

13. ASSIGNMENT AND SUBLETTING

     A. Except in connection with a Permitted Transfer (defined in Section 13.E
     below), Tenant shall not assign, sublease, transfer or encumber any
     interest in this Lease or allow any third party to use any portion of the
     Premises (collectively or individually, a "TRANSFER") without the prior
     written consent

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<PAGE>
     of Landlord, which consent shall not be unreasonably withheld. Without
     limitation, it is agreed that Landlord's consent shall not be considered
     unreasonably withheld if: (1) the proposed transferee's financial condition
     does not meet the criteria Landlord uses to select Building tenants having
     similar leasehold obligations; (2) the proposed transferee's business is
     not suitable for the Building considering the business of the other tenants
     and the Building's prestige, or would result in a violation of another
     tenant's rights; (3) the proposed transferee is a governmental agency or
     occupant of the Building; (4) an Event of Default does not then exist; (5)
     any portion of the Building or the Premises would likely become subject to
     additional or different laws as a consequence of the proposed Transfer or
     (6) the proposed transferee is a tenant or an affiliate of a tenant of the
     Building, or is an entity with whom Landlord is then negotiating for space
     in the Building. Any attempted Transfer in violation of this Section 13,
     shall, exercisable in Landlord's sole and absolute discretion, be voidable.
     Consent by Landlord to one or more Transfer(s) shall not operate as a
     waiver of Landlord's rights to approve any subsequent Transfer(s). IN NO
     EVENT SHALL ANY TRANSFER OR PERMITTED TRANSFER RELEASE OR RELIEVE TENANT
     FROM ANY OBLIGATION UNDER THIS LEASE OR ANY LIABILITY HEREUNDER.

     B. If Tenant requests Landlord's consent to a Transfer, Tenant shall submit
     to Landlord financial statements for the proposed transferee, a complete
     copy of the proposed assignment, sublease, the review fee set forth below
     and other information as Landlord may reasonably request. Landlord shall
     within fifteen (15) days after Landlord's receipt of the required
     information and documentation either: (1) consent or reasonably refuse
     consent to the Transfer in writing; (2) in the event of a proposed
     assignment of this Lease or a proposed sublease of the entire Premises for
     the entire remaining term of this Lease, provide Tenant with notice of
     Landlord's intent to terminate this Lease effective the first to occur of
     ninety (90) days following written notice of such termination or the date
     that the proposed Transfer would have come into effect. Tenant may, at such
     time, withdraw its request by delivering notice to Landlord within five (5)
     days of receipt of the termination notice from Landlord. If Landlord shall
     fail to notify Tenant in writing of its decision within such fifteen (15)
     days period after the later of the date Landlord is notified in writing of
     the proposed Transfer or the date Landlord has received all required
     information concerning the proposed transferee and the proposed Transfer,
     Landlord shall be deemed to have refused to consent to such Transfer, and
     to have elected to keep this Lease in full force and effect. Tenant shall
     pay Landlord a review fee of $1,000.00 for Landlord's review of any
     Permitted Transfer or requested Transfer. In addition, Tenant shall
     reimburse Landlord for its actual reasonable costs and expenses (including
     without limitation reasonable attorney's fees) incurred by Landlord in
     connection with Landlord's review of such requested Transfer or Permitted
     Transfer.

     C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other
     consideration which Tenant receives as a result of a Transfer that is in
     excess of the rent payable to Landlord hereunder for the portion of the
     Premises and Term covered by the Transfer within ten (10) days following
     receipt thereof by Tenant. If Tenant is in Monetary Default (defined in
     Section 22 below), Landlord may require that all sublease payments be made
     directly to Landlord, in which case Tenant shall receive a credit against
     rent in the amount of any payments received (less Landlord's share of any
     excess).

     D. Except as provided below with respect to a Permitted Transfer, if Tenant
     is a corporation, limited liability company, partnership or similar entity,
     and the entity which owns or controls a majority of the voting
     shares/rights at the time changes for any reason (including but not limited
     to a merger, consolidation or reorganization), such change of ownership or
     control shall constitute a Transfer. The foregoing shall not apply so long
     as Tenant is an entity whose outstanding stock is listed on a nationally
     recognized security exchange, or if at least eighty percent (80%) of its
     voting stock is owned by another entity, the voting stock of which is so
     listed. Notwithstanding the foregoing, a change of ownership or control
     shall not constitute a "Transfer" and Landlord's prior written consent
     shall not be required if the new entity controlling or owning a majority of
     the voting shares/rights shall have a net worth greater than twenty million
     dollars ($20,000,000) and Tenant provides Landlord with written notice of
     such change in control within ten (10) days after such change in control.

                                       11
<PAGE>
     E. Tenant may assign its entire interest under this Lease or sublet the
     Premises to any entity controlling or controlled by or under common control
     with Tenant or to any successor to Tenant by purchase, merger,
     consolidation or reorganization (hereinafter, collectively, referred to as
     "PERMITTED TRANSFER") without the consent of Landlord, provided: (1) an
     Event of Default does not then exist; (2) if such proposed transferee is a
     successor to Tenant by purchase, said proposed transferee shall acquire all
     or substantially all of the stock or assets of Tenant's business or, if
     such proposed transferee shall acquire all or substantially all of the
     stock or assets of Tenant's business or, if such proposed transferee is a
     successor to Tenant by merger, consolidation or reorganization, the
     continuing or surviving corporation shall own all or substantially all of
     the assets of Tenant; (3) such proposed transferee shall have a net worth
     which is at least equal to the greater of Tenant's net worth at the date of
     this Lease or Tenant's net worth as of the day prior to the proposed
     purchase, merger, consolidation or reorganization as evidenced by audited
     or certified financial statements or otherwise to Landlord's reasonable
     satisfaction; (4) such proposed transferee operates the business in the
     Premises for the Permitted Use and no other purpose; and (5) Tenant shall
     give Landlord written notice at least thirty (30) days prior to the
     effective date of the proposed purchase, merger, consolidation or
     reorganization.

     F. Tenant agrees that in the event Landlord withholds its consent to any
     Transfer contrary to the provisions of this Section 13, Tenant's sole
     remedy shall be to seek an injunction in equity or compel performance by
     Landlord to give its consent and Tenant expressly waives any right to
     damages in the event of such withholding by Landlord of its consent.

14. LIENS. Tenant will not permit any liens to be placed upon the Premises, the
Building, or the Property and nothing in this Lease shall be deemed or construed
in any way as constituting the consent or request of Landlord, express or
implied, by inference or otherwise, to any person for the performance of any
labor or the furnishing of any materials to the Premises, the Building, or the
Property or any part thereof, nor as giving Tenant any right, power, or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to any liens against the
Premises, the Building, or the Property. In the event any such lien is attached
to the Premises, the Building, or the Property, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to,
discharge the same. Any amount paid by Landlord for any of the aforesaid
purposes including, but not limited to, reasonable attorneys' fees, shall be
paid by Tenant to Landlord promptly on demand as Additional Rent. Tenant shall
within ten (10) days of receiving such notice of lien or claim (a) have such
lien or claim released or (b) deliver to Landlord a bond in form, content,
amount and issued by surety, satisfactory to Landlord, indemnifying, protecting,
defending and holding harmless the Indemnities (as defined in Section 16)
against all costs and liabilities resulting from such lien or claim and the
foreclosure or attempted foreclosure thereof. Tenant's failure to comply with
the provisions of the foregoing sentence shall be deemed an Event of Default
under Section 22 hereof entitling Landlord to exercise all of its remedies
therefor without the requirement of any additional notice or cure period.

15. INSURANCE.

     A. Landlord shall maintain such insurance on the full replacement value of
     the Building and the Premises (other than on Tenant's Property or on any
     additional improvements constructed in the Premises by Tenant), and such
     liability insurance in such amounts as Landlord elects. The cost of such
     insurance shall be included as a part of the Basic Costs, and payments for
     losses thereunder shall be made solely to Landlord or the mortgagees of
     Landlord as their interests shall appear.

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<PAGE>
     B. Tenant shall maintain at its expense, (1) in an amount equal to full
     replacement cost, special form (formerly known as all risk) property
     insurance on all of its personal property, including removable trade
     fixtures and leasehold and tenant improvements, and Tenant's Property
     located in the Premises and in such additional amounts as are required to
     meet Tenant's obligations pursuant to Section 18 hereof and with
     deductibles in an amount reasonably satisfactory to Landlord, and (ii) a
     policy or policies of commercial general liability insurance (including
     endorsement or separate policy for owned or non-owned automobile liability)
     with respect to its activities in the Building and on the Property, with
     the premiums thereon fully paid on or before the due date, in an amount of
     not less than $2,000,000 per occurrence per person coverage for bodily
     injury, property damage, personal injury or combination thereof (the term
     "personal injury" as used herein means, without limitation, false arrest,
     detention or imprisonment, malicious prosecution, wrongful entry, liable
     and slander), provided that if only single limit coverage is available it
     shall be for at least $2,000,000 per occurrence with an umbrella policy of
     at least $5,000,000 combined single limit per occurrence. Tenant's
     insurance policies shall name Landlord and Building Manager and any
     mortgagee of the Property, notice of whom is given to Tenant, as additional
     insureds and shall include coverage for the contractual liability of Tenant
     to indemnify Landlord and Building Manager pursuant to Section 16 of this
     Lease and shall have deductibles in an amount reasonably satisfactory to
     Landlord. Prior to Tenant's taking possession of the Premises, Tenant shall
     furnish evidence satisfactory to Landlord of the maintenance and timely
     renewal of such insurance, and Tenant shall obtain and deliver to Landlord
     a written obligation on the part of each insurer to notify Landlord at
     least thirty (30) days prior to the modification, cancellation or
     expiration of such insurance policies. In the event Tenant shall not have
     delivered to Landlord a policy or certificate evidencing such insurance at
     least thirty (30) days prior to the expiration date of each expiring
     policy, Landlord may obtain such insurance as Landlord may reasonably
     require to protect Landlord's interest (which obtaining of insurance shall
     not be deemed to be a waiver of Tenant's default hereunder). The cost to
     Landlord of obtaining such policies, plus an administrative fee in the
     amount of fifteen percent (15%) of the cost of such policies shall be paid
     by Tenant to Landlord as Additional Rent upon demand.

     C. The insurance requirements set forth in this Section 15 are independent
     of the waiver, indemnification, and other obligations under this Lease and
     will not be construed or interpreted in any way to restrict, limit or
     modify the waiver, indemnification and other obligations or to in any way
     limit any party's liability under this Lease. In addition to the
     requirements set forth in Sections 15 and 16, the insurance required of
     Tenant under this Lease must be issued by an insurance company with a
     rating of no less than A-VIII in the current Best's Insurance Guide, or A-
     in the current Standard & Poor Insurance Solvency Review, or in that is
     otherwise acceptable to Landlord, and admitted to engage in the business of
     insurance in the state in which the Building is located; be primary
     insurance for all claims under it and provide that any insurance carried by
     Landlord and Landlord's lenders is strictly excess, secondary and
     noncontributing with any insurance carried by Tenant; and provide that
     insurance may not be cancelled, nonrenewed or the subject of material
     change in coverage of available limits of coverage, except upon thirty (30)
     days prior written notice to Landlord and Landlord's lenders. Tenant will
     deliver either a duplicate original or a legally enforceable certificate of
     insurance on all policies procured by Tenant in compliance with Tenant's
     obligations under this Lease, together with evidence satisfactory to
     Landlord of the payment of the premiums therefor, to Landlord on or before
     the date Tenant first occupies any portion of the Premises, at least thirty
     (30) days before the expiration date of any policy and upon the renewal of
     any policy. Landlord must give its prior written approval to all
     deductibles and self-insured retentions under Tenant's policies. Tenant may
     comply with its insurance coverage requirements through a blanket policy,
     provided Tenant, at Tenant's sole expense, procures a "per location"
     endorsement, or equivalent reasonably acceptable to Landlord, so that the
     general aggregate and other limits apply separately and specifically to the
     Premises.

     D. If Tenant's business operations, conduct or use of the Premises or any
     other part of the Property causes an increase in the premium for any
     insurance policy carried by Landlord, Tenant will, within ten (10) days
     after receipt of notice from Landlord, reimburse Landlord for the entire
     increase.

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<PAGE>
     E. Neither Landlord nor Tenant shall be liable (by way of subrogation or
     otherwise) to the other party (or to any insurance company insuring the
     other party) for any personal injury or loss or damage to any of the
     property of Landlord or Tenant, as the case may be, with respect to their
     respective property, the Building, the Property or the Premises or any
     addition or improvements thereto, or any contents therein, to the extent
     covered by insurance carried or required to be carried by a party hereto
     even though such loss might have been occasioned by the negligence or
     willful acts or omissions of the Landlord or Tenant or their respective
     employees, agents, contractors or invitees. Since this mutual waiver will
     preclude the assignment of any such claim by subrogation (or otherwise) to
     an insurance company (or any other person), Landlord and Tenant each agree
     to give each insurance company which has issued, or on the future may
     issue, policies of insurance, with respect to the items covered by this
     waiver, written notice of the terms of this mutual waiver, and to have such
     insurance policies properly endorsed, if necessary, to prevent the
     invalidation of any of the coverage provided by such insurance policies by
     reason of such mutual waiver. For the purpose of the foregoing waiver, the
     amount of any deductible applicable to any loss or damage shall be deemed
     covered by, and recoverable by the insured under the insurance policy to
     which such deductible relates. In the event that Tenant is permitted to and
     self-insures any risk for which insurance is required to be carried under
     this Lease, or if Tenant fails to carry any insurance required to be
     carried by Tenant pursuant to this Lease, then all loss or damage to
     Tenant, its leasehold interest, its business, its property, the Premises or
     any additions or improvements thereto or contents thereof shall be deemed
     covered by and recoverable by Tenant under valid and collectible policies
     of insurance. Notwithstanding anything to the contrary herein, Landlord
     shall not be liable to the Tenant or any insurance company (by way of
     subrogation or otherwise) insuring the Tenant for any loss or damage to any
     property, or bodily injury or personal injury or any resulting loss of
     income or losses from worker's compensation laws and benefits, even though
     such loss or damage might have been occasioned by the negligence of
     Landlord, its agents or employees, or Building Manager, if any such loss or
     damage was required to be covered by insurance pursuant to this Lease.

16. INDEMNITY. To the extent not expressly prohibited by law, neither Landlord
nor Building Manager nor any of their respective officers, directors, employees,
members, managers, or agents shall be liable to Tenant, or to Tenant's agents,
servants, employees, customers, licensees, or invitees for any injury to person
or damage to property caused by any act, omission, or neglect of Tenant, its
agents, servants, employees, customers, invitees, licensees or by any other
person entering the Building or upon the Property under the invitation of Tenant
or arising out of the use of the Property, Building or Premises by Tenant and
the conduct of its business or out of a default by Tenant in the performance of
its obligations hereunder. Tenant hereby indemnifies and holds Landlord and
Building Manager and their respective officers, directors, employees, members,
managers and agents ("INDEMNITEES"), harmless from all liability and claims for
any property damage, or bodily injury or death of, or personal injury to, a
person in or on the Premises, or at any other place, including the Property or
the Building and this indemnity shall be enforceable to the full extent whether
or not such liability and claims are the result of the sole, joint or concurrent
acts, negligent or intentional, or otherwise, of Tenant, or its employees,
agents, servants, customers, invitees or licensees. Such indemnity for the
benefit of Indemnitees shall be enforceable even if Indemnitees, or any one or
more of them have or has caused or participated in causing such liability and
claims by their joint or concurrent acts, negligent or intentional, or
otherwise. Notwithstanding the terms of this Lease to the contrary, the terms of
this Section shall survive the expiration or earlier termination of this Lease.

17. DAMAGES FROM CERTAIN CAUSES. To the extent not expressly prohibited by law,
Landlord shall not be liable to Tenant or Tenant's employees, contractors,
agents, invitees or customers, for any injury to person or damage to property
sustained by Tenant or any such party or any other person claiming through
Tenant resulting from any accident or occurrence in the Premises or any other
portion of the Building caused by the Premises or any other portion of the
Building becoming out of repair or by defect in or failure of equipment, pipes,
or wiring, or by broken glass, or by the backing up of drains, or by gas, water,
steam, electricity, or oil leaking, escaping or flowing into the Premises
(except where due to Landlord's willful failure to make repairs required to be
made pursuant to other provisions of this Lease, after the expiration of a
reasonable time after written notice to Landlord of the need for such repairs),
nor shall Landlord be liable to Tenant for any loss or damage that may be
occasioned by or through the acts or omissions of other

                                       14
<PAGE>
tenants of the Building or of any other persons whomsoever, including, but not
limited to riot, strike, insurrection, war, court order, requisition, order of
any governmental body or authority, acts of God, fire or theft.

18. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Building shall be so damaged that substantial alteration
or reconstruction of the Building shall, in Landlord's sole opinion, be required
(whether or not the Premises shall have been damaged by such casualty) or in the
event there is less than two (2) years of the Lease Term remaining or in the
event Landlord's mortgagee should require that the insurance proceeds payable as
a result of a casualty be applied to the payment of the mortgage debt or in the
event of any material uninsured loss to the Building, Landlord may, at its
option, terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of such casualty. If Landlord does not
thus elect to terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to restore the Building, and the improvements located
within the Premises, if any, for which Landlord had financial responsibility
pursuant to the Work Letter Agreement attached hereto as EXHIBIT D (except that
Landlord shall not be responsible for delays not within the control of Landlord)
to substantially the same condition in which it was immediately prior to the
happening of the casualty, subject to changes that may be required due to
changes in law, code or other regulation. Notwithstanding the foregoing,
Landlord's obligation to restore the Building, and the improvements located
within the Premises, if any, for which Landlord had financial responsibility
pursuant to the Work Letter Agreement, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually
received by the Landlord plus Landlord's deductible, if any, as a result of the
casualty and Landlord's obligation to restore shall be further limited so that
Landlord shall not be required to expend for the repair and restoration of the
improvements located within the Premises, if any, for which Landlord had
financial responsibility pursuant to the Work Letter Agreement, more than the
dollar amount of the Allowance, if any, described in the Work Letter Agreement.
When the repairs described in the preceding two sentences have been completed by
Landlord, Tenant shall complete the restoration of all improvements, including
furniture, fixtures and equipment, which are necessary to permit Tenant's
reoccupancy of the Premises. Except as set forth above, all cost and expense of
reconstructing the Premises shall be borne by Tenant, and Tenant shall present
Landlord with evidence satisfactory to Landlord of Tenant's ability to pay such
costs prior to Landlord's commencement of repair and restoration of the
Premises. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof, except that, subject to the provisions of the next
sentence, Landlord shall allow Tenant a fair diminution of Rent during the time
and to the extent the Premises are unfit for occupancy. If the Premises or any
other portion of the Property is damaged by fire or other casualty resulting
from the fault or negligence of Tenant or any of Tenant's agents, employees, or
invitees, the rent hereunder shall not be diminished during the repair of such
damage and Tenant shall be liable to Landlord for the cost of the repair and
restoration of the Property caused thereby to the extent such cost and expense
is not covered by insurance proceeds.

19. CONDEMNATION. If the whole or any substantial part of the Premises or if the
Building or any portion thereof which would leave the remainder of the Building
unsuitable for use as an industrial building comparable to its use on the
Commencement Date, or if the land on which the Building is located or any
material portion thereof, shall be taken or condemned for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, then Landlord may, at
its option, terminate this Lease and the rent shall be abated during the
unexpired portion of this Lease, effective when the physical taking of said
Premises or said portion of the Building or land shall occur. In the event this
Lease is not terminated, the rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.

20. HAZARDOUS SUBSTANCES.

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<PAGE>
     A. Tenant hereby represents and covenants to Landlord the following: No
     toxic or hazardous substances or wastes, pollutants or contaminants
     (including, without limitation, asbestos, urea formaldehyde, the group of
     organic compounds known as polychlorinated biphenyls, petroleum products
     including gasoline, fuel oil, crude oil and various constituents of such
     products, radon, and any hazardous substance as defined in the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C. 9601-9657, as amended ("CERCLA") or by any applicable state
     law (collectively, "ENVIRONMENTAL POLLUTANTS") other than typical amounts
     of customary office supplies and cleaning supplies stored and handled
     within the Premises in accordance with all applicable laws, will be
     generated, treated, stored, released or disposed of, or otherwise placed,
     deposited in or located on the Property, and no activity shall be taken on
     the Property, by Tenant, its agents, employees, invitees or contractors,
     that would cause or contribute to (i) the Property or any part thereof to
     become a generation, treatment, storage or disposal facility within the
     meaning of or otherwise bring the Property within the ambit of the Resource
     Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 5901 et. seq., or
     any similar state law or local ordinance, (ii) a release or threatened
     release of toxic or hazardous wastes or substances, pollutants or
     contaminants, from the Property or any part thereof within the meaning of,
     or otherwise result in liability in connection with the Property within the
     ambit of CERCLA, or any similar state law or local ordinance, or (iii) the
     discharge of pollutants or effluents into any water source or system, the
     dredging or filling of any waters, or the discharge into the air of any
     emissions, that would require a permit under the Federal Water Pollution
     Control Act, 33 U.S.C. 1251 et. seq., or the Clean Air Act, 42 U.S.C. 7401
     et. seq., or any similar state law or local ordinance.

     B. Tenant expressly waives, to the extent allowed by law, any claims under
     federal, state or other law that Tenant might otherwise have against
     Landlord relating to the presence in or contamination of the Property or
     the Premises by hazardous materials. Tenant agrees to indemnify and hold
     Indemnitees (as defined in Section 16) harmless from and against and to
     reimburse Indemnitees with respect to, any and all claims, demands, causes
     of action, loss, damage, liabilities, costs and expenses (including
     attorneys' fees and court costs) of any and every kind or character, known
     or unknown, fixed or contingent, asserted against or incurred by Landlord
     at any time and from time-to-time by reason of or arising out of the breach
     of any representation or covenant contained in Section 20.A above.

     C. Tenant shall immediately notify Landlord in writing of any release or
     threatened release of toxic or hazardous wastes or substances, pollutants
     or contaminants of which Tenant has knowledge whether or not the release is
     in quantities that would require under law the reporting of such release to
     a governmental or regulatory agency.

     D. Tenant shall also immediately notify Landlord in writing of, and shall
     contemporaneously provide Landlord with a copy of:

          (1)  Any written notice of release of hazardous wastes or substances,
               pollutants or contaminants on the Property that is provided by
               Tenant or any subtenant or other occupant of the Premises to a
               governmental or regulatory agency;

          (2)  Any notice of a violation, or a potential or alleged violation,
               of any Environmental Law (hereinafter defined) that is received
               by Tenant or any subtenant or other occupant of the Premises from
               any governmental or regulatory agency;

          (3)  Any inquiry, investigation, enforcement, cleanup, removal, or
               other action that is instituted or threatened by a governmental
               or regulatory agency against Tenant or any subtenant or other
               occupant of the Premises and that relates to the release or
               discharge of hazardous wastes or substances, pollutants or
               contaminants on or from the Property;

          (4)  Any claim that is instituted or threatened by any third-party
               against Tenant or any subtenant or other occupant of the Premises
               and that relates to any release or discharge of hazardous wastes
               or substances, pollutants or contaminants on or from the
               Property; and

                                       16
<PAGE>
          (5)  Any notice of the loss of any environmental operating permit by
               Tenant or any subtenant or other occupant of the Premises.

     E. As used herein "ENVIRONMENTAL LAWS" mean all present and future federal,
     state and municipal laws, ordinances, rules and regulations applicable to
     environmental and ecological conditions, and the rules and regulations of
     the U.S. Environmental Protection Agency, and any other federal, state or
     municipal agency, or governmental board or entity relating to environmental
     matters.

21. AMERICANS WITH DISABILITIES ACT . Tenant agrees to comply with all
requirements of the Americans with Disabilities Act (Public Law (July 26, 1990)
("ADA") applicable to Tenant's use and occupancy of the Premises and such other
current acts or other subsequent acts, (whether federal or state) addressing
like issues as are enacted or amended. Tenant agrees to indemnify and hold
Landlord harmless from any and all expenses, liabilities, costs or damages
suffered by Landlord as a result of additional obligations which may be imposed
on the Building or the Property under of such acts by virtue of Tenant's
operations and/or occupancy. Tenant acknowledges that it will be wholly
responsible for any provision of the Lease that could arguably be construed as
authorizing a violation of the ADA. Any such provision shall be interpreted in a
manner that permits compliance with the ADA and is hereby amended to permit such
compliance.

22. EVENTS OF DEFAULT

     A. The following events shall be deemed to be "EVENTS OF DEFAULT" under
     this Lease:

          (1)  Tenant shall fail to pay when due, or within five (5) days of
               receipt of notice from Landlord if notice is required under this
               Section 22(A)(1), any Base Rent, Additional Rent or other amount
               payable by Tenant to Landlord under this Lease (hereinafter
               sometimes referred to as a "MONETARY DEFAULT"). Landlord shall
               only be obligated to provide Tenant with two (2) such notices
               within any twelve (12) month period.

          (2)  Any failure by Tenant (other than a Monetary Default) to comply
               with any term, provision or covenant of this Lease, which failure
               is not cured within thirty (30) days after delivery to Tenant of
               notice of the occurrence of such failure provided, however, that
               if the term, condition, covenant or obligation to be performed by
               Tenant is of such nature that the same cannot reasonably be
               performed within such thirty-day period, such default shall be
               deemed to have been cured if Tenant commences such performance
               within said thirty-day period and thereafter diligently
               undertakes to complete the same, and in fact, completes same
               within sixty (60) days after notice.

          (3)  Any failure by Tenant to observe or perform any of the covenants
               with respect to (a) assignment and subletting set forth in
               Section 13, (b) mechanic's liens set forth in Section 14, or (c)
               insurance set forth in Section 15.

          (4)  Tenant or any Guarantor shall (a) become insolvent, (b) make a
               transfer in fraud of creditors (c) make an assignment for the
               benefit of creditors, (d) admit in writing its inability to pay
               its debts as they become due, (e) file a petition under any
               section or chapter of the United States Bankruptcy Code, as
               amended, pertaining to bankruptcy, or under any similar law or
               statute of the United States or any State thereof, or Tenant or
               any Guarantor shall be adjudged bankrupt or insolvent in
               proceedings filed against Tenant or any Guarantor thereunder; or
               a petition or answer proposing the adjudication of Tenant or any
               Guarantor as a bankrupt or its reorganization under any present
               or future federal or state bankruptcy or similar law shall be
               filed in any court and such petition or answer shall not be
               discharged or denied within sixty (60) days after the filing
               thereof.

          (5)  A receiver or trustee shall be appointed for all or substantially
               all of the assets of Tenant or any Guarantor or of the Premises
               or of any of Tenant's Property located thereon in any proceeding
               brought by Tenant or any Guarantor, or any such receiver or
               trustee shall be appointed in any proceeding brought against
               Tenant or any Guarantor and shall not be

                                       17
<PAGE>
               discharged within sixty (60) days after such appointment or
               Tenant or such Guarantor shall consent to or acquiesce in such
               appointment.

          (6)  The leasehold estate hereunder shall be taken on execution or
               other process of law in any action against Tenant.

          (7)  Tenant shall abandon or vacate any substantial portion of the
               Premises.

          (8)  The liquidation, termination, dissolution, forfeiture of right to
               do business or death of Tenant or any Guarantor.

23. REMEDIES.

     A. Upon the occurrence of any Event of Default, Landlord shall have the
     following rights and remedies, in addition to those allowed by law or
     equity, any one or more of which may be exercised without further notice to
     or demand upon Tenant and which may be pursued successively or cumulatively
     as Landlord may elect:

          (1)  Landlord may re-enter the Premises and cure any default of
               Tenant, in which event Tenant shall, upon demand, reimburse
               Landlord as Additional Rent for any cost and expenses which
               Landlord may incur to cure such default; and Landlord shall not
               be liable to Tenant for any loss or damage which Tenant may
               sustain by reason of Landlord's action, regardless of whether
               caused by Landlord's negligence or otherwise, but not Landlord's
               willful misconduct.

          (2)  Landlord may terminate this Lease by giving to Tenant notice of
               Landlord's election to do so, in which event the Term shall end,
               and all right, title and interest of Tenant hereunder shall
               expire, on the date stated in such notice;

          (3)  Landlord may terminate the right of Tenant to possession of the
               Premises without terminating this Lease by giving notice to
               Tenant that Tenant's right to possession shall end on the date
               stated in such notice, whereupon the right of Tenant to
               possession of the Premises or any part thereof shall cease on the
               date stated in such notice; and

          (4)  Landlord may enforce the provisions of this Lease and may enforce
               and protect the rights of Landlord hereunder by a suit or suits
               in equity or at law for the specific performance of any covenant
               or agreement contained herein, or for the enforcement of any
               other appropriate legal or equitable remedy, including recovery
               of all moneys due or to become due from Tenant under any of the
               provisions of this Lease.

     Landlord shall not be required to serve Tenant with any notices or demands
     as a prerequisite to its exercise of any of its rights or remedies under
     this Lease, other than those notices and demands specifically required
     under this Lease. TENANT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT
     BROUGHT BY LANDLORD TO RECOVER POSSESSION OF THE PREMISES FOLLOWING
     LANDLORD'S TERMINATION OF THIS LEASE PURSUANT TO SECTION 23A(2) ABOVE OR
     THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO SECTION
     23A(3) ABOVE AND ON ANY CLAIM FOR DELINQUENT RENT WHICH LANDLORD MAY JOIN
     IN ITS LAWSUIT TO RECOVER POSSESSION.

     B. If Landlord exercises either of the remedies provided in Sections
     23.A(2) or 23.A(3), Tenant shall surrender possession and vacate the
     Premises and immediately deliver possession thereof to Landlord, and
     Landlord may re-enter and take complete and peaceful possession of the
     Premises, with process of law, full and complete license to do so being
     hereby granted to Landlord, and Landlord may remove all occupants and
     property therefrom, using such force as may be necessary to the extent

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<PAGE>
     allowed by law, without being deemed guilty in any manner of trespass,
     eviction or forcible entry and detainer and without relinquishing
     Landlord's right to Rent or any other right given to Landlord hereunder or
     by operation of law.

     C. If Landlord terminates the right of Tenant to possession of the Premises
     without terminating this Lease, Landlord shall have the right to immediate
     recovery of all amounts then due hereunder. Such termination of possession
     shall not release Tenant, in whole or in part, from Tenant's obligation to
     pay Rent hereunder for the full Term, and Landlord shall have the right,
     from time to time, to recover from Tenant, and Tenant shall remain liable
     for, all Base Rent, Additional Rent and any other sums accruing as they
     become due under this Lease during the period from the date of such notice
     of termination of possession to the stated end of the Term. In any such
     case, Landlord may relet the Premises or any part thereof for the account
     of Tenant for such rent, for such time (which may be for a term extending
     beyond the Term) and upon such terms as Landlord shall determine and may
     collect the rents from such reletting. Landlord shall not be required to
     accept any tenant offered by Tenant or to observe any instructions given by
     Tenant relative to such reletting. Also, in any such case, Landlord may
     make repairs, alterations and additions in or to the Premises and
     redecorate the same to the extent deemed by Landlord reasonably necessary
     or desirable and in connection therewith change the locks to the Premises,
     and Tenant upon demand shall pay the cost of all of the foregoing together
     with Landlord's reasonable expenses of reletting. The rents from any such
     reletting shall be applied first to the payment of the expenses of reentry,
     redecoration, repair and alterations and the expenses of reletting and
     second to the payment of Rent herein provided to be paid by Tenant. Any
     excess or residue shall operate only as an offsetting credit against the
     amount of Rent due and owing as the same thereafter becomes due and payable
     hereunder, and the use of such offsetting credit to reduce the amount of
     Rent due Landlord, if any, shall not be deemed to give Tenant any right,
     title or interest in or to such excess or residue and any such excess or
     residue shall belong to Landlord solely, and in no event shall Tenant be
     entitled to a credit on its indebtedness to Landlord in excess of the
     aggregate sum (including Base Rent and Additional Rent) which would have
     been paid by Tenant for the period for which the credit to Tenant is being
     determined, had no Event of Default occurred. No such reentry or
     repossession, repairs, alterations and additions, or reletting shall be
     construed as an eviction or ouster of Tenant or as an election on
     Landlord's part to terminate this Lease, unless a written notice of such
     intention is given to Tenant, or shall operate to release Tenant in whole
     or in part from any of Tenant's obligations hereunder, and Landlord, at any
     time and from time to time, may sue and recover judgment for any
     deficiencies remaining after the application of the proceeds of any such
     reletting.

     D. If this Lease is terminated by Landlord pursuant to Section 23.A(2),
     Landlord shall be entitled to recover from Tenant all Rent accrued and
     unpaid for the period up to and including such termination date, as well as
     all other additional sums payable by Tenant, or for which Tenant is liable
     or for which Tenant has agreed to indemnify Landlord under any of the
     provisions of this Lease, which may be then owing and unpaid, and all costs
     and expenses, including without limitation court costs and attorneys' fees
     incurred by Landlord in the enforcement of its rights and remedies
     hereunder, and, in addition, Landlord shall be entitled to recover as
     damages for loss of the bargain and not as a penalty (i) the unamortized
     portion of any concessions offered by Landlord to Tenant in connection with
     this Lease, including without limitation Landlord's contribution to the
     cost of tenant improvements and alterations, if any, installed by either
     Landlord or Tenant pursuant to this Lease or any work letter in connection
     with this Lease, (ii) the aggregate sum which at the time of such
     termination represents the excess, if any, of the present value of the
     aggregate rents which would have been payable after the termination date
     had this Lease not been terminated, including, without limitation, Base
     Rent at the annual rate or respective annual rates for the remainder of the
     Term provided for in this Lease and the amount projected by Landlord to
     represent Additional Rent for the remainder of the Term over the then
     present value of the then aggregate fair rent value of the Premises for the
     balance of the Term, such present worth to be computed in each case on the
     basis of a ten percent (10%) per annum discount from the respective dates
     upon which such Rents would have been payable hereunder had this Lease not
     been terminated, and (iii) any damages in addition thereto, including
     without limitation reasonable attorneys' fees and court costs, which
     Landlord sustains as a result of the breach of any of the covenants of this
     Lease other than for the payment of Rent.

                                       19
<PAGE>
     E. Landlord shall use commercially reasonable efforts to mitigate any
     damages resulting from an Event of Default by Tenant under this Lease.
     Landlord's obligation to mitigate damages after an Event of Default by
     Tenant under this Lease shall be satisfied in full if Landlord undertakes
     to lease the Premises to another tenant (a "SUBSTITUTE TENANT") in
     accordance with the following criteria:

          (1)  Landlord shall have no obligations to solicit or entertain
               negotiations with any other prospective tenants for the Premises
               until Landlord obtains full and complete possession of the
               Premises including, without limitation, the final and
               unappealable legal right to relet the Premises free of any claim
               of Tenant;

          (2)  Landlord shall not be obligated to lease or show the Premises, on
               a priority basis, or offer the Premises to a prospective tenant
               when other premises in the Building suitable for that prospective
               tenant's use are (or soon will be) available;

          (3)  Landlord shall not be obligated to lease the Premises to a
               Substitute Tenant for a Rent less than the current fair market
               Rent then prevailing for similar uses in comparable buildings in
               the same market area as the Building, nor shall Landlord be
               obligated to enter into a new lease under other terms and
               conditions that are unacceptable to Landlord under Landlord's
               then current leasing policies for comparable space in the
               Building;

          (4)  Landlord shall not be obligated to enter into a lease with a
               Substitute Tenant whose use would:

               (i)  violate any restriction, covenant, or requirement contained
                    in the lease of another tenant of the Building;

               (ii) adversely affect the reputation of the Building; or

               (iii) be incompatible with the operation of the Building as an
                    industrial building;

          (5)  Landlord shall not be obligated to enter into a lease with any
               proposed Substitute Tenant which does not have, in Landlord's
               reasonable opinion, sufficient financial resources to operate the
               Premises in a first class manner; and

          (6)  Landlord shall not be required to expend any amount of money to
               alter, remodel, or otherwise make the Premises suitable for use
               by a proposed Substitute Tenant unless:

               (i)  Tenant pays any such sum to Landlord in advance of
                    Landlord's execution of a lease with such tenant (which
                    payment shall not be in lieu of any damages or other sums to
                    which Landlord may be entitled as a result of Tenant's
                    default under this Lease); or

               (ii) Landlord, in Landlord's reasonable discretion, determines
                    that any such expenditure is financially justified in
                    connection with entering into any such substitute lease.

     F. All property of Tenant removed from the Premises by Landlord pursuant to
     any provision of this Lease or applicable law may be handled, removed or
     stored by Landlord at the cost and expense of Tenant, and Landlord shall
     not be responsible in any event for the value, preservation or safekeeping
     thereof. Tenant shall pay Landlord for all expenses incurred by Landlord
     with respect to such removal and storage so long as the same is in
     Landlord's possession or under Landlord's control. All such property not
     removed from the Premises or retaken from storage by Tenant within ten (10)
     days of the earlier of receipt from written notice from Landlord o the
     expiration of the Term or the termination of Tenant's right to possession
     of the Premises, however terminated, at Landlord's option,

                                       20
<PAGE>
     shall be conclusively deemed to have been conveyed by Tenant to Landlord as
     by bill of sale without further payment or credit by Landlord to Tenant.

     G. Tenant hereby grants to Landlord a first lien upon the interest of
     Tenant under this Lease to secure the payment of moneys due under this
     Lease, which lien may be enforced in equity, and Landlord shall be entitled
     as a matter of right to have a receiver appointed to take possession of the
     Premises and relet the same under order of court.

     H. If Tenant is adjudged bankrupt, or a trustee in bankruptcy is appointed
     for Tenant, Landlord and Tenant, to the extent permitted by law, agree to
     request that the trustee in bankruptcy determine within sixty (60) days
     thereafter whether to assume or to reject this Lease.

     I. The receipt by Landlord of less than the full rent due shall not be
     construed to be other than a payment on account of rent then due, nor shall
     any statement on Tenant's check or any letter accompanying Tenant's check
     be deemed an accord and satisfaction, and Landlord may accept such payment
     without prejudice to Landlord's right to recover the balance of the rent
     due or to pursue any other remedies provided in this lease. The acceptance
     by Landlord of rent hereunder shall not be construed to be a waiver of any
     breach by Tenant of any term, covenant or condition of this Lease. No act
     or omission by Landlord or its employees or agents during the term of this
     Lease shall be deemed an acceptance of a surrender of the Premises or a
     termination of this Lease, and no agreement to accept such a surrender or
     termination shall be valid unless in writing and signed by Landlord.

     J. In the event of any litigation between Tenant and Landlord to enforce
     any provision of this Lease or any right of either party hereto, the
     unsuccessful party to such litigation shall pay to the successful party all
     costs and expenses, including reasonable attorney's fees, incurred therein.
     Furthermore, if Landlord, without fault, is made a party to any litigation
     instituted by or against Tenant, Tenant shall indemnify Landlord against,
     and protect, defend, and save it harmless from, all costs and expenses,
     including reasonable attorney's fees, incurred by it in connection
     therewith. If Tenant, without fault, is made party to any litigation
     instituted by or against Landlord, Landlord shall indemnify Tenant against,
     and protect, defend, and save it harmless from, all costs and expenses,
     including reasonable attorney's fees, incurred by it in connection
     therewith.

24. NO WAIVER. Failure of a party to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of
default, shall not constitute a waiver of such default, nor shall it constitute
an estoppel against a party, but such party shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by a party to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default.

25. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold, and enjoy
the Premises, subject to the other terms hereof, provided that Tenant pays the
Rent and other sums herein recited to be paid by Tenant and timely performs all
of Tenant's covenants and agreements herein contained. This covenant and any and
all other covenants of Landlord shall be binding upon Landlord and its
successors only with respect to breaches occurring during its or their
respective periods of ownership of the Landlord's interest hereunder.

INTENTIONALLY DELETED

27. HOLDING OVER. In the event of holding over by Tenant after expiration or
other termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Section 23.A(3) hereof, occupancy of the Premises subsequent to such termination
or expiration shall be that of a tenancy at sufferance and in no event for
month-to-month or year-to-year. Tenant shall, throughout the entire holdover
period, be subject to all the terms and provisions of this Lease and shall pay
for its use and occupancy an amount (on a per month basis without reduction for
any partial months during any such holdover) equal to one hundred fifty percent
(150%) of the Base Rent and Additional Rent which would have been applicable had
the Lease Term continued through the period of

                                       21
<PAGE>
such holding over by Tenant. No holding over by Tenant or payments of money by
Tenant to Landlord after the expiration of the Lease Term shall be construed to
extend the Lease Term or prevent Landlord from recovery of immediate possession
of the Premises by summary proceedings or otherwise unless Landlord has sent
written notice to Tenant that Landlord has elected to extend the Lease Term. In
addition to the obligation to pay the amounts set forth above during any such
holdover period, Tenant shall also be liable to Landlord for all damages,
including, without limitation, any consequential damages, which Landlord may
suffer by reason of any holding over by Tenant and Tenant shall also indemnify
Landlord against any and all claims made by any other tenant or prospective
tenant against Landlord for delay by Landlord in delivering possession of the
Premises to such other tenant or prospective tenant.

28. SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE. Tenant accepts this Lease
subject and subordinate to any mortgage, deed of trust or other lien presently
existing or hereafter arising upon the Premises, or upon the Building and/or the
Property and to any renewals, modifications, refinancings and extensions
thereof, provided that Landlord furnishes Tenant with a subordination,
non-disturbance and attornment agreement in substantially the form attached
hereto as Exhibit G executed by Landlord's lender, but Tenant agrees that any
such mortgagee shall have the right at any time to subordinate such mortgage,
deed of trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. Except as
otherwise provided, the provisions of the foregoing sentence shall be
self-operative and no further instrument of subordination shall be required.
However, Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Premises, or the Building and/or the Property and,
subject to the provisions set forth above, Tenant agrees within ten (10) days
after demand to execute such further instruments subordinating this Lease or
attorning to the holder of any such liens as Landlord may request. The terms of
this Lease are subject to approval by the Landlord's existing lender(s) and any
lender(s) who, at the time of the execution of this Lease, have committed or are
considering committing to Landlord to make a loan secured by all or any portion
of the Property, and such approval is a condition precedent to Landlord's
obligations hereunder. Tenant agrees that it will from time-to-time upon request
by Landlord execute and deliver to such persons as Landlord shall request a
statement in recordable form certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified), stating the dates to which rent and other
charges payable under this Lease have been paid, stating that Landlord is not in
default hereunder (or if Tenant alleges a default stating the nature of such
alleged default) and further stating such other matters as Landlord shall
reasonably require. Tenant agrees periodically to furnish within ten (10) days
after so requested by Landlord, ground lessor or the holder of any deed of
trust, mortgage or security agreement covering the Building, the Property, or
any interest of Landlord therein, a certificate signed by Tenant certifying (a)
that this Lease is in full force and effect and unmodified (or if there have
been modifications, that the same is in full force and effect as modified and
stating the modifications), (b) as to the Commencement Date and the date through
which Base Rent and Tenant's Additional Rent have been paid, (c) that Tenant has
accepted possession of the Premises and that any improvements required by the
terms of this Lease to be made by Landlord have been completed to the
satisfaction of Tenant, (d) that except as stated in the certificate no rent has
been paid more than thirty (30) days in advance of its due date, (e) that the
address for notices to be sent to Tenant is as set forth in this Lease (or has
been changed by notice duly given and is as set forth in the certificate), (f)
that except as stated in the certificate, Tenant, as of the date of such
certificate, has no charge, lien, or claim of offset against rent due or to
become due, (g) that except as stated in the certificate, Landlord is not then
in default under this Lease, (h) as to the amount of the Approximate Rentable
Area of the Premises then occupied by Tenant, (i) that there are no renewal or
extension options, purchase options, rights of first refusal or the like in
favor of Tenant except as set forth in this Lease, (j) the amount and nature of
accounts payable to Landlord under terms of this Lease, and (k) as to such other
matters as may be requested by Landlord or ground lessor or the holder of any
such deed of trust, mortgage or security agreement. Any such certificate may be
relied upon by any ground lessor, prospective purchaser, secured party,
mortgagee or any beneficiary under any mortgage, deed of trust on the Building
or the Property or any part thereof or interest of Landlord therein.

29. NOTICE. Any notice required or permitted to be given under this Lease or by
law shall be deemed to have been given if it is written and delivered in person
or mailed by Registered or Certified mail, postage prepaid, or sent by a
nationally recognized overnight delivery service to the party who is to receive
such

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<PAGE>
notice at the address specified in Section 1.Y of this Lease. When so
mailed, the notice shall be deemed to have been given two (2) business days
after the date it was mailed. When sent by overnight delivery service, the
notice shall be deemed to have been given on the next business day after deposit
with such overnight delivery service. The address specified in Section 1.Y of
this Lease may be changed from time to time by giving written notice thereof to
the other party.

30. INTENTIONALLY DELETED.

31. SURRENDER OF PREMISES. Upon the termination, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant will at once surrender possession and vacate
the Premises, together with all Leasehold Improvements (except those Leasehold
Improvements Tenant is required to remove pursuant to Section 8 hereof), to
Landlord in the same condition and repair as accepted by Tenant, ordinary wear
and tear excepted; conditions existing because of Tenant's failure to perform
maintenance, repairs or replacements as required of Tenant under this Lease
shall not be deemed "reasonable wear and tear." Tenant shall surrender to
Landlord all keys to the Premises and make known to Landlord the explanation of
all combination locks which Tenant is permitted to leave on the Premises.
Subject to the Landlord's rights under Section 23 hereof, if Tenant fails to
remove any of Tenant's Property within one (1) day after the termination of this
Lease, or Tenant's right to possession hereunder, Landlord, at Tenant's sole
cost and expense, shall be entitled to remove and/or store such Tenant's
Property and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any
and all reasonable expenses caused by such removal and all storage charges
against such property so long as the same shall be in possession of Landlord or
under the control of Landlord. In addition, if Tenant fails to remove any
Tenant's Property from the Premises or storage, as the case may be, within ten
(10) days after written notice from Landlord, Landlord, at its option, may deem
all or any part of such Tenant's Property to have been abandoned by Tenant and
title thereof shall immediately pass to Landlord under this Lease as by a bill
of sale.

32. RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights,
exercisable without notice, except as provided herein, and without liability to
Tenant for damage or injury to property, person or business and without
affecting an eviction or disturbance of Tenant's use or possession or giving
rise to any claim for setoff or abatement of rent or affecting any of Tenant's
obligations under this Lease: (1) upon thirty (30) days prior notice to change
the name or street address of the Building; (2) to install and maintain signs on
the exterior and interior of the Building; (3) to designate and approve window
coverings to present a uniform exterior appearance; (4) to make any decorations,
alterations, additions, improvements to the Building or Property, or any part
thereof (including, with prior notice, the Premises) which Landlord shall
desire, or deem necessary for the safety, protection, preservation or
improvement of the Building or Property, or as Landlord may be required to do by
law; (5) to have access to the Premises at reasonable hours to perform its
duties and obligations and to exercise its rights under this Lease; (6) to
retain at all times and to use in appropriate instances, pass keys to all locks
within and to the Premises; (7) to approve the weight, size, or location of
heavy equipment, or articles within the Premises; (8) to close or restrict
access to the Building at all times other than Normal Business Hours subject to
Tenant's right to admittance at all times under such regulations as Landlord may
prescribe from time to time, or to close (temporarily or permanently) any of the
entrances to the Building; provided Landlord shall have the right to restrict or
prohibit access to the Building or the Premises at any time Landlord determines
it is necessary to do so to minimize the risk of injuries or death to persons or
damage to property; (9) to change the arrangement and/or location of entrances
of passageways, doors and doorways, corridors, elevators, stairs, toilets and
public parts of the Building or Property; (10) to regulate access to telephone,
electrical and other utility closets in the Building and to require use of
designated contractors for any work involving access to the same; (11) if Tenant
has vacated the Premises during the last six (6) months of the Lease Term, to
perform additions, alterations and improvements to the Premises in connection
with a reletting or anticipated reletting thereof without being responsible or
liable for the value or preservation of any then existing improvements to the
Premises; and (12) to grant to anyone the exclusive right to conduct any
business or undertaking in the Building provided Landlord's exercise of its
rights under this clause 12 shall not prohibit Tenant from the operation of its
business in the Premises and shall not constitute a constructive eviction under
applicable law.

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<PAGE>
33. MISCELLANEOUS.

     A. If any term or provision of this Lease, or the application thereof to
     any person or circumstance shall, to any extent, be invalid or
     unenforceable, the remainder of this Lease, or the application of such term
     or provision to persons or circumstances other than those as to which it is
     held invalid or unenforceable, shall not be affected thereby, and each term
     and provision of this Lease shall be valid and enforced to the fullest
     extent permitted by law.

     B. Tenant agrees not to record this Lease or any short form or memorandum
     hereof.

     C. This Lease and the rights and obligations of the parties hereto shall be
     interpreted, construed, and enforced in accordance with the laws of the
     state in which the Building is located.

     D. Events of "FORCE MAJEURE" shall include strikes, riots, acts of God,
     shortages of labor or materials, war, governmental laws, regulations or
     restrictions, or any other cause whatsoever beyond the control of Landlord
     or Tenant, as the case may be. Whenever a period of time is herein
     prescribed for the taking of any action by Landlord or Tenant (other than
     the payment of Rent and all other such sums of money as shall become due
     hereunder), such party shall not be liable or responsible for, there shall
     be excluded from the computation of such period of time, any delays due to
     events of Force Majeure.

     E. Except as expressly otherwise herein provided, with respect to all
     required acts of Tenant, time is of the essence of this Lease.

     F. Landlord shall have the right to transfer and assign, in whole or in
     part, all of its rights and obligations hereunder and in the Building and
     Property referred to herein, and in such event and upon such transfer
     Landlord shall be released from any further obligations hereunder, and
     Tenant agrees to look solely to such successor in interest of Landlord for
     the performance of such obligations.

     G. Tenant hereby represents to Landlord that it has dealt directly with and
     only with the Broker as a broker in connection with this Lease. Landlord
     and Tenant hereby indemnify and hold each other harmless against any loss,
     claim, expense or liability with respect to any commissions or brokerage
     fees claimed on account of the execution and/or renewal of this Lease due
     to any action of the indemnifying party.

     H. If there is more than one Tenant, or if the Tenant as such is comprised
     of more than one person or entity, the obligations hereunder imposed upon
     Tenant shall be joint and several obligations of all such parties. All
     notices, payments, and agreements given or made by, with or to any one of
     such persons or entities shall be deemed to have been given or made by,
     with or to all of them.

     I. The individual signing this Lease on behalf of Tenant represents (1)
     that such individual is duly authorized to execute or attest and deliver
     this Lease on behalf of Tenant in accordance with the organizational
     documents of Tenant; (2) that this Lease is binding upon Tenant; (3) that
     Tenant is duly organized and legally existing in the state of its
     organization, and is qualified to do business in the state in which the
     Premises is located.

     J. Tenant acknowledges that the financial capability of Tenant to perform
     its obligations hereunder is material to Landlord and that Landlord would
     not enter into this Lease but for its belief, based on its review of
     Tenant's financial statements, that Tenant is capable of performing such
     financial obligations. Tenant hereby represents, warrants and certifies to
     Landlord that its financial statements previously furnished to Landlord
     were at the time given true and correct in all material respects and that
     there have been no material subsequent changes thereto as of the date of
     this Lease.

     K. Notwithstanding anything to the contrary contained in this Lease, the
     expiration of the Lease Term, whether by lapse of time or otherwise, shall
     not relieve Tenant from Tenant's obligations accruing prior to the
     expiration of the Lease Term, and such obligations shall survive any such
     expiration or other termination of the Lease Term.

                                       24
<PAGE>
     L. Landlord has delivered a copy of this Lease to Tenant for Tenant's
     review only, and the delivery hereof does not constitute an offer to Tenant
     or an option. This Lease shall not be effective until an original of this
     Lease executed by both Landlord and Tenant and an original Guaranty, if
     applicable, executed by each Guarantor is delivered to and accepted by
     Landlord, and this Lease has been approved by Landlord's mortgagee, if
     required.

     M. Landlord and Tenant understand, agree and acknowledge that (i) this
     Lease has been freely negotiated by both parties; and (ii) in any
     controversy, dispute or contest over the meaning, interpretation, validity,
     or enforceability of this Lease or any of its terms or conditions, there
     shall be no inference, presumption, or conclusion drawn whatsoever against
     either party by virtue of that party having drafted this Lease or any
     portion thereof.

     N. The headings and titles to the paragraphs of this Lease are for
     convenience only and shall have no affect upon the construction or
     interpretation of any part hereof.

     O. Receipt by Landlord of Tenant's keys to the Premises shall not
     constitute an acceptance of surrender of the Premises.

34. ENTIRE AGREEMENT. This Lease, including the following Exhibits:

Exhibit A - Outline and Location of Premises
Exhibit B - Rules and Regulations
Exhibit C - Payment of Basic Costs
Exhibit D - Work Letter
Exhibit E - Additional Provisions (if required)
Exhibit F - Commencement Letter (Sample)

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. Tenant expressly
acknowledges and agrees that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease. All understandings and
agreements heretofore had between the parties are merged in this Lease which
alone fully and completely expresses the agreement of the parties, neither party
relying upon any statement or representation not embodied in this Lease. This
Lease may be modified only be a written agreement signed by Landlord and Tenant.
Landlord and Tenant expressly agree that there are and shall be no implied
warranties of merchantability, habitability, suitability, fitness for a
particular purpose or of any other kind arising out of this Lease, all of which
are hereby waived by Tenant, and that there are no warranties which extend
beyond those expressly set forth in this Lease.

35. LIMITATION OF LIABILITY EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN,
TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS
LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT
CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR
INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT
HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY
AGREES THAT TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN
CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR
WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO SUIT FOR DIRECT AND
PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER
REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE
SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY
AND TENANT AGREES TO LOOK

                                       25
<PAGE>
SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE PROPERTY FOR THE RECOVERY
OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT
BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS
THAT, PRIOR TO THE FILING OF ANY SUIT FOR DIRECT AND PROXIMATE DAMAGES, IT SHALL
GIVE LANDLORD AND ALL MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR
DEED OF TRUST LIENS ON THE PROPERTY, BUILDING OR PREMISES ("LANDLORD
MORTGAGEES") NOTICE AND THE SAME TIME AS GIVEN TO LANDLORD TO CURE ANY ALLEGED
DEFAULT BY LANDLORD.

                                       26
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the day and year first above written.


WITNESS/ATTEST                        LANDLORD:  Transwestern West Union,
                                      L.L.C., a Delaware limited liability
                                      company

By:   /S/ Jeanine M. Valdez           By:    /S/ William A. Purdy Jr.
   ----------------------------          ----------------------------
Name: Jeanine M. Valdez               Name:  William A. Purdy Jr.
     --------------------------            --------------------------
Title: Administrative Assistant       Title: Managing Director
      -------------------------             -------------------------


WITNESS/ATTEST                        TENANT:  White Electronics Design Corp.,
                                      an Arizona corporation

By:    /S/ Cheryl A. Curtis           By:    /S/ William J. Rodes
   ------------------------              ----------------------------
Name:  Cheryl A. Curtis               Name:  William J. Rodes
     ----------------------                --------------------------
Title: Executive Assistant            Title: Chief Accounting Officer
      ---------------------                 -------------------------


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