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                                                       Exhibit 10.34



                               NET LEASE AGREEMENT

                              WILLOWS COMMERCE PARK

                 L & A KESSLER FAMILY PARTNERS ET AL. - LANDLORD

              TFS ELECTRONIC MANUFACTURING SERVICES, INC. - TENANT

                           DATED: NOVEMBER 19th, 2004

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                               NET LEASE AGREEMENT
                              WILLOWS COMMERCE PARK

                                    CONTENTS

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ARTICLE I. TERM OF LEASE............................................      1
     Section 1.1 Term of Lease......................................      1
     Section 1.2 Option to Renew....................................      1

ARTICLE II. BASIC RENT..............................................      3
     Section 2.1 Initial Gross Rent Period..........................      3
     Section 2.2 Basic Rent.........................................      3
     Section 2.3 Basic Rent Adjustment..............................      4
     Section 2.4 Additional Rent....................................      4
     Section 2.5 Delinquent Payments................................      4
     Section 2.6 Security Deposit - Letter of Credit................      5

ARTICLE III. USE OF PREMISES........................................      6
     Section 3.1 Permitted Use......................................      6
     Section 3.2 Preservation of Premises...........................      6
     Section 3.3 Acceptance of Premises.............................      7
     Section 3.4 Static Control Floor Tiles.........................      7
     Section 3.5 Refurbishment Allowance............................      9

ARTICLE IV. COMMON AREA CHARGES AND IMPOSITIONS.....................     10
     Section 4.1 Definitions........................................     10
     Section 4.2 Payment............................................     13
     Section 4.3 Common Area Maintenance............................     13
     Section 4.4 Parking............................................     14

ARTICLE V. INSURANCE................................................     14
     Section 5.1 Landlord's Property Insurance and Waiver
        of Subrogation..............................................     14
     Section 5.2 Liability Insurance Coverage.......................     15
     Section 5.3 Insurance Provisions...............................     15
     Section 5.4 Tenant's Property Insurance and Waiver
        of Subrogation..............................................     15
     Section 5.5 Other Insurance....................................     16
     Section 5.6 Blanket Insurance Coverage.........................     16

ARTICLE VI. UTILITIES...............................................     16
     Section 6.1 Payment of Utilities...............................     16
     Section 6.2 Interruption.......................................     17
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ARTICLE VII. REPAIRS................................................     17
     Section 7.1 Tenant's Repairs...................................     17
     Section 7.2 Landlord's Repairs.................................     18
     Section 7.3 Prohibition Against Waste..........................     19
     Section 7.4 Landlord's Right to Effect Repairs.................     19
     Section 7.5 Misuse or Neglect..................................     19

ARTICLE VIII. COMPLIANCE WITH LAWS AND ORDINANCES...................     19
     Section 8.1 Compliance with Laws and Ordinances................     19
     Section 8.2 Compliance with Permitted Encumbrances.............     20
     Section 8.3 Compliance with Hazardous Materials Laws...........     20
     Section 8.4 Indemnification....................................     21
     Section 8.5 Environmental Site Assessments.....................     22
     Section 8.6 Acts or Omissions Regarding Hazardous
         Materials..................................................     22
     Section 8.7 Survival...........................................     23

ARTICLE IX. MECHANIC'S LIENS AND OTHER LIENS........................     23
      Section 9.1 Freedom from Liens................................     23
      Section 9.2 Removal of Liens..................................     23

ARTICLE X. INTENT OF PARTIES........................................     24
      Section 10.1 Net Lease........................................     24

ARTICLE XI. DEFAULTS OF TENANT......................................     24
      Section 11.1 Event of Default.................................     24
      Section 11.2 Surrender of Premises............................     25
      Section 11.3 Reletting by Landlord............................     26
      Section 11.4 Non-Termination of Lease.........................     26
      Section 11.5 Termination of Lease.............................     26
      Section 11.6 No Waiver........................................     27
      Section 11.7 Remedies.........................................     27
      Section 11.8 Bankruptcy.......................................     28

ARTICLE XII. DESTRUCTION AND RESTORATION............................     28
      Section 12.1 Landlord's Repair Obligations....................     28
      Section 12.2 Other Damage.....................................     29
      Section 12.3 Rent Apportionment...............................     29
ARTICLE XIII. CONDEMNATION..........................................     30
      Section 13.1 General Rights Upon Condemnation.................     30
      Section 13.2 Award............................................     30
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ARTICLE XIV. ASSIGNMENT, SUBLETTING, ETC............................     31
      Section 14.1 Restriction on Transfer..........................     31
      Section 14.2 Restriction From Further Assignment..............     32
      Section 14.3 Tenant's Failure to Comply.......................     32
      Section 14.4 Sharing of Excess Rent...........................     33
      Section 14.5 Permitted Transfers..............................     33

ARTICLE XV. SUBORDINATION, NONDISTURBANCE, NOTICE TO MORTGAGEE
      AND ATTORNMENT................................................     34
      Section 15.1 Subordination by Tenant..........................     34
      Section 15.2 Landlord's Default...............................     34
      Section 15.3 Attornment.......................................     35

ARTICLE XVI. SIGNS..................................................     35
      Section 16.1 Tenant's Signs...................................     35

ARTICLE XVII. REPORTS BY TENANT.....................................     35
      Section 17.1 Annual Statements................................     35

ARTICLE XVIII. CHANGES AND ALTERATIONS..............................     36
      Section 18.1 Tenant's Changes and Alterations.................     36

 ARTICLE XIX. MISCELLANEOUS PROVISIONS..............................     36
      Section 19.1 Entry by Landlord................................     36
      Section 19.2 Exhibition of Premises...........................     37
      Section 19.3 Waiver...........................................     37
      Section 19.4 Indemnification..................................     37
      Section 19.5 Notices..........................................     38
      Section 19.6 Quiet Enjoyment..................................     38
      Section 19.7 Landlord's Continuing Obligations................     38
      Section 19.8 Estoppel.........................................     39
      Section 19.9 Rules and Regulations............................     40
      Section 19.10 Memorandum of Lease.............................     40
      Section 19.11 Severability....................................     40
      Section 19.12 Successors and Assigns..........................     40
      Section 19.13 Captions........................................     40
      Section 19.14 Relationship of Parties.........................     40
      Section 19.15 Entire Agreement................................     40
      Section 19.16 No Merger.......................................     40
      Section 19.17 Possession and Use..............................     41
      Section 19.18 No Surrender During Lease Term..................     41
      Section 19.19 Surrender of Premises...........................     41
      Section 19.20 Holding Over....................................     42
      Section 19.21 Approvals.......................................     42
      Section 19.22 Survival........................................     42
      Section 19.23 Attorney's Fees.................................     42
      Section 19.24 Landlord's Limited Liability....................     42
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Section 19.25 Broker..........................................     43
Section 19.26 Preparation of Lease; Governing Law.............     44
Section 19.27 Joint and Several Liability.....................     44
Section 19.28 Time Is of the Essence..........................     44
Section 19.29 Words and Phrases...............................     44
Section 19.30 Prior Agreements................................     44
Section 19.31 No Oral Amendments..............................     44
Section 19.32 Tenant Defined..................................     45
Section 19.33 AT&T Wireless Communications Equipment..........     45
Section 19.34 Personal Property...............................     45
Section 19.35 Effectiveness of Lease..........................     45
</TABLE>

EXHIBITS:

      Exhibit A: Site Plan

      Exhibit A-1: Floor Plan

      Exhibit B: Legal Description and Permitted Encumbrances

      Exhibit C: Form of Subordination Agreement

      Exhibit D: Sign Standards

      Exhibit E: Rules and Regulations

      Exhibit F: Letter of Credit

      Exhibit G: Guaranty

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                               NET LEASE AGREEMENT

      This NET LEASE AGREEMENT ("Lease") is made as of the____________day of
November, 2004, by and between L & A KESSLER FAMILY PARTNERS, L.P., a California
limited partnership, MARILYN DREYFUSS, PHILLIP FRANCIS AND CURTIS BURR, AS
TRUSTEES OF THE EDWARD S. AGENO 1992 REVOCABLE TRUST, and KAY ENTERPRISES, a
California general partnership (collectively, "Landlord"), and TFS ELECTRONIC
MANUFACTURING SERVICES, INC., a Delaware corporation ("Tenant").

                                      GRANT

      Landlord, for and in consideration of the rents, covenants and agreements
hereinafter reserved and contained on the part of Tenant, its successors and
assigns, to be paid, kept, observed and performed, does hereby lease, rent, let
and demise unto Tenant, and Tenant does hereby take and hire, upon and subject
to the covenants, conditions and limitations hereinafter contained, the entirety
of Building One (the "Building") located as shown and designated on the Site
Plan attached hereto as EXHIBIT A (the "Site Plan") and containing approximately
135,286 square feet of rentable floor area as shown in the floor plan attached
hereto as EXHIBIT A-1 (the "Premises"). The Premises are part of the property
known as Willows Commerce Park (the "Park"), shown on the Site Plan and situated
in the City of Redmond, County of King and State of Washington, described in
EXHIBIT B attached hereto and made a part hereof, and Tenant is also hereby
granted the non-exclusive license to use, in common with Landlord and other
tenants of the Park and their respective officers, directors, licensees,
permittees, and customers, all Common Areas (as hereinafter defined) of the Park
and all rights appurtenant to the Premises as the same may exist from time to
time, subject to the terms and conditions of this Lease.

                                   ARTICLE I.
                                  TERM OF LEASE

      SECTION 1.1 TERM OF LEASE. The initial term of this Lease shall be seven
(7) years and shall commence on the date of mutual execution of this Lease (the
"Commencement Date"), and shall end at midnight on December 31, 2011. The
initial term of the Lease, as set forth above, is sometimes hereinafter referred
to as the "Initial Term." Any reference to the term of this Lease or similar
reference shall be a reference to the Initial Term together with any renewal
terms (if any) of this Lease or any extensions to or modifications of the
Initial Term (sometimes collectively referred to herein as the "Term").

      SECTION 1.2 OPTION TO RENEW. Tenant shall have the right, subject to all
provisions of this Section 1.2, to extend the term of this Lease for one (1)
successive period of five (5) years commencing on the seventh (7th) anniversary
of the Commencement Date and ending at midnight on the day prior to the twelfth
(12th) anniversary of the Commencement Date (the "Renewal Term"), provided that:

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      (a)   This Lease is in full force and effect and Tenant is not in default
            in the performance of any of the terms, covenants and conditions
            herein contained (after receipt of notice and expiration of any
            applicable cure period) at the time of exercise of the right of
            renewal or at the time set for commencement of the Renewal Term;

      (b)   Tenant shall exercise its right to the Renewal Term provided herein,
            if at all, by notice to Landlord in writing of its election to
            exercise the right to renew the term of this Lease, at least twelve
            (12) months prior to the last day of the Initial Term; and

      (c)   The Renewal Term shall be upon the same terms, covenants and
            conditions as provided in this Lease; provided, however, that the
            monthly Basic Rent shall be one hundred percent (100%) of the then
            "fair market rent" (defined below) for the Premises. For purposes of
            this Lease, "fair market rent" shall mean the rental rate per
            rentable square foot that willing, non-equity tenants are paying for
            comparable space in the Park and in comparable buildings in the
            Redmond area for leases having a five-year term, considering all
            relevant factors, including the Building improvements, fixtures and
            other property comprising the Premises or leased hereunder
            (including the Personalty), market rent escalation, and market rate
            allowances, concessions and commissions. Landlord shall advise
            Tenant in writing of Landlord's determination of fair market rent
            for the Premises not later than thirty (30) days after Tenant gives
            notice to Landlord that Tenant exercises its renewal right. Within
            thirty (30) days after notice of Landlord's determination of fair
            market rent, Tenant shall notify Landlord in writing whether or not
            Tenant accepts Landlord's determination of fair market rent. If
            Tenant disagrees with Landlord's determination of fair market rent,
            Tenant shall advise Landlord of Tenant's determination of fair
            market rent in the notice required pursuant to the preceding
            sentence. If Tenant fails to notify Landlord within such thirty-day
            period, then Landlord shall notify Tenant in writing that failure to
            provide Tenant's determination within ten (10) days after the notice
            shall mean that Tenant's notice exercising its renewal rights under
            this Section 1.2 shall be deemed null and void. If Tenant, within
            such ten-day period, provides Tenant's determination to Landlord
            then such determination shall be deemed to have been timely made. If
            Tenant does not accept Landlord's determination of fair market rent,
            and Tenant has given the notice required above, the parties shall
            promptly meet and attempt to resolve their differences. If the
            parties have not agreed on the fair market rent within ninety (90)
            days after Tenant has exercised its renewal right, then, unless
            otherwise agreed in writing by the parties, the parties shall submit
            the matter to arbitration in accordance with the terms described
            below. The last day of such ninety-day period shall be referred to
            in this Lease as the "Arbitration Commencement Date." The
            arbitration will be conducted by a single MAI real estate appraiser
            who has been active over the five-year period ending on the
            Arbitration Commencement Date in the appraisal of office and
            warehouse properties in the Redmond/Woodinville/Bothell area and has
            not worked for either party during that time, hi the event that the
            parties cannot agree

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            upon the appraiser, the appraiser will be appointed by the Seattle
            office of the American Arbitration Association upon the application
            of either party. Within thirty (30) days after the selection of the
            appraiser, the appraiser shall determine the fair market rent by
            selecting either the Landlord's or the Tenant's last determination
            of fair market rent, which determination may be modified by either
            party by notice to the other party given not later than ten (10)
            days after the Arbitration Commencement Date. The arbitrator may not
            select any other figure and shall have no power to modify the
            provisions of this Lease. The determination of the arbitrator will
            be final and binding upon Landlord and Tenant. The cost of the
            Arbitration will be shared equally by Landlord and Tenant.

                                   ARTICLE II.
                                   BASIC RENT

      SECTION 2.1 INITIAL GROSS RENT PERIOD. During the period from the
Commencement Date through December 31, 2004 (the "Gross Rent Period"), Tenant
shall pay to Landlord, without demand, setoff or deduction whatsoever, at the
office of Landlord set forth in Section 2.2 below, the sum of $40,631.25 per
month in advance. Landlord hereby agrees to grant Tenant a rent credit during
the first two (2) months of the Gross Rent Period equal to $26,921.66 per month.
Notwithstanding any other provision of this Lease to the contrary, including
without limitation Article IV (Common Area Charges and Impositions), Tenant
shall have no obligation during the Gross Rent Period to pay Common Area Costs
and Taxes attributable to the Premises to the extent such charges are not
greater than the costs for such items during the period of Tenant's occupancy of
a portion of the Premises under that Sublease Agreement dated May 11, 2004 (the
"Sublease") between SR Telecom Inc., as sublessor, and Tenant, as sublessee.
During the Gross Rent Period, Tenant shall be responsible for any excess of such
costs over the amounts for same during the Sublease term, together with all
other sums and charges imposed on Tenant under this Lease that are not expressly
covered by this Section 2.1. The parties acknowledge that the Sublease shall be
terminated on or before the Commencement Date in connection with the Termination
Agreement (defined in Section 19.35). On and after expiration of the Gross Rent
Period, Tenant shall pay when due all sums and charges required to be paid by it
under this Lease, including without limitation Common Area Costs and Taxes in
accordance with the terms of this Lease.

      SECTION 2.2 BASIC RENT. In consideration of the leasing of the Premises
under this Lease, Tenant covenants to pay Landlord, without previous demand
therefor and without any right of setoff or deduction whatsoever (except as
otherwise specifically permitted in this Lease), at the office of Landlord at:

           Willows Commerce Park
           c/o Kessler & Kessler
           1000 Marina Village Parkway, Suite 130
           Alameda, CA 94501

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or at such other place or account as Landlord may from time to time designate in
writing, a base monthly rental in the amount of $92,500.00 payable monthly, in
advance, commencing on January 1, 2005, and continuing on the first day of each
month thereafter for the balance of the Term, subject to adjustment as provided
in Section 2.3. The rent provided for in Sections 2.1 and 2.2 is hereinafter
called the "Basic Rent." Basic Rent in the amount of $92,500 for the first full
month after the Rent Commencement Date shall be paid to Landlord upon execution
of this Lease. If the Term of this Lease does not commence on the first day of a
calendar month or end on the last day of a calendar month, the installment of
Basic Rent for the partial calendar month at the commencement or the termination
of the term shall be prorated on the basis of the number of days of the term
within such calendar month.

      SECTION 2.3 BASIC RENT ADJUSTMENT. Commencing on January 1, 2006 and
effective on January 1 of each year thereafter during the Term of this Lease,
the Basic Rent shall be increased by an amount equal to three percent (3%) of
the Basic Rent applicable during the immediately preceding year. For example,
the Basic Rent for the period of January 1, 2006 through December 31, 2006 shall
be $95,275.00 per month ($92,500.00 x 1.03), and the Basic Rent for the period
of January 1, 2007 through December 31, 2007 shall be $98,133.25 ($95,275.00 x
1.03).

      SECTION 2.4 ADDITIONAL RENT. All sums of money (other than Basic Rent)
that Tenant is required to pay to Landlord or any third party under this Lease
is referred to herein as "Additional Rent", including without limitation any
imposition, insurance premium, utility charge, maintenance repair or replacement
expense which Tenant is obligated hereunder to pay. In the event Tenant fails to
pay any Additional Rent when due, Landlord may, but shall not be obligated to
pay the same after first providing Tenant with ten (10) days written notice
specifying the payment to be made, and in that event Tenant shall immediately
reimburse Landlord therefor, and Tenant hereby agrees to indemnify, defend and
save Landlord harmless from and against any claim, liability, expense, loss or
damage arising from or related to Additional Rent and Tenant's failure to pay
Additional Rent as required hereunder.

      SECTION 2.5 DELINQUENT PAYMENTS. All payments of Basic Rent and Additional
Rent shall be payable without previous demand therefor and without any right of
setoff or deduction whatsoever (except as specifically provided herein), and in
case of nonpayment of any item of Additional Rent by Tenant when the same is
due, Landlord shall have, in addition to all its other rights and remedies, all
of the rights and remedies available to Landlord under the provisions of this
Lease or by law in the case of nonpayment of Basic Rent. The performance and
observance by Tenant of all the terms, covenants, conditions and agreements to
be performed or observed by Tenant hereunder shall be performed and observed by
Tenant at Tenant's sole cost and expense. Any installment of Basic Rent or
Additional Rent or any other charges payable by Tenant under the provisions
hereof which shall not be paid when due shall bear interest at an annual rate
equal to twelve percent (12%) from the date when the same is due hereunder until
the same shall be paid, but in no event in excess of the maximum lawful rate
permitted to be charged by Landlord against Tenant. Said rate of interest is
sometimes hereinafter referred to as the "Maximum Rate of Interest."

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      In addition, any installment of Basic Rent or Additional Rent or any other
charges payable by Tenant under the provisions hereof which shall not be paid
when due and which remain unpaid ten days thereafter shall be subject to a late
payment fee of three percent (3%) of the unpaid amount, provided that such late
fee shall not apply to the first instance of such late payment in any twelve
(12) month period.

      SECTION 2.6 SECURITY DEPOSIT - LETTER OF CREDIT.

      (a) Tenant shall deliver to Landlord the Letter of Credit described below,
at Tenant's sole cost and expense, as security for Tenant's performance of all
of Tenant's covenants and obligations under this Lease; provided, however, that
neither the Letter of Credit nor any Letter of Credit Proceeds (as defined
below) shall be deemed an advance rent deposit or an advance payment of any
other kind, or a measure of Landlord's damages upon Tenant's default. Landlord
shall not be required to segregate the Letter of Credit Proceeds from its other
funds and no interest shall accrue or be payable to Tenant with respect thereto.
Landlord may (but shall not be required to) draw upon the Letter of Credit and
use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion
thereof to cure any Event of Default under this Lease or to compensate Landlord
for any damage Landlord incurs as a result of Tenant's failure to perform any of
its obligations hereunder, it being understood that any use of the Letter of
Credit Proceeds shall not constitute a bar or defense to any of Landlord's
remedies set forth in this Lease, including without limitation, the right to
terminate this Lease and recover damages. Landlord shall only be entitled to
draw upon the Letter of Credit upon the occurrence of an Event of Default under
this Lease or any other document executed in connection with this Lease. In the
event Landlord draws upon the Letter of Credit and elects not to terminate the
Lease, but to use the Letter of Credit Proceeds to cure such Event of Default,
and upon written notice from Landlord to Tenant specifying the amount of the
Letter of Credit Proceeds so utilized by Landlord and the particular purpose for
which such amount was applied, Tenant shall immediately deliver to Landlord an
amendment Letter of Credit or a replacement Letter of Credit in an amount equal
to one hundred percent (100%) of the amount specified in subsection (b) below.
Tenant's failure to deliver such replacement Letter of Credit to Landlord within
five (5) business days of Landlord's notice shall constitute an Event of Default
hereunder. If Tenant breaches any of its obligations set forth in this Section,
such breach shall constitute an Event of Default hereunder without the
requirement of any notice or cure period.

      (b) As used herein, Letter of Credit shall mean an unconditional,
irrevocable sight draft letter of credit in the form attached hereto as EXHIBIT
F or another form approved by Landlord (the "Letter of Credit") issued by
Silicon Valley Bank or a major national bank reasonably satisfactory to Landlord
(the "Bank"), naming Landlord as beneficiary, in an amount equal to Six Hundred
Thousand and No/100 Dollars ($600,000.00). The Letter of Credit shall provide:
(i) that Landlord may make partial and multiple draws thereunder, up to the face
amount thereof, (ii) that Landlord may draw upon the Letter of Credit up to the
full amount thereof, as determined by Landlord, and the Bank will pay to
Landlord the amount of such draw upon receipt by the Bank of a sight draft
signed by Landlord certifying that an Event of Default has occurred; and (iii)
that, in the event of Landlord's assignment or other transfer of its interest in
this Lease, the Letter of Credit shall be freely transferable by Landlord,
without charge and without recourse to Landlord, to the assignee or transferee
of such interest in accordance with

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Bank's customary procedures. Tenant shall pay all fees and charges required in
connection with any transfer of the Letter of Credit. Landlord must transfer the
Letter of Credit to any transferee of Landlord's fee interest in the Premises.
Notwithstanding the provisions of the Letter of Credit, Landlord will not make
any draw(s) upon the Letter of Credit in an amount in excess of the sum that
Landlord reasonably deems necessary to cure the Event of Default and/or to
compensate Landlord for any damages Landlord incurs as a result of Tenant's
failure to perform any of its obligations under this Lease, except that Landlord
may draw the entire amount of the Letter of Credit in the event of termination
of this Lease by reason of an Event of Default.

      (c) The Letter of Credit shall be maintained for the Term of this Lease;
provided, however, that the amount of the Letter of Credit shall be reduced for
any extended or renewal period of the Term in an amount equal to (i) $125,000 if
no Event of Default shall have occurred more than once in any calendar year or
three times in the aggregate during the Initial Term or (ii) $300,000 if
subsection (i) does not apply. Tenant shall provide an amendment Letter of
Credit or replacement Letter of Credit for such reduced amount prior to the
expiration of the Initial Term.

                                  ARTICLE III.
                                 USE OF PREMISES

      SECTION 3.1 PERMITTED USE. The Premises including all buildings or other
improvements hereafter erected upon the same shall be used for offices,
warehouse, research and development, and light manufacturing or any other use
permitted under applicable laws and any conditions, covenants or restrictions
recorded against the Premises (the "Permitted Use"), and no other use. Tenant
shall not use or occupy the same, or knowingly permit them to be used or
occupied, contrary to any law, statute, rule, order, ordinance, requirement or
regulation applicable thereto, or in any manner which would violate any
certificate of occupancy affecting the same, or which would make void or
voidable any insurance then in force with respect thereto or which would make it
impossible to obtain fire or other insurance thereon required to be furnished
hereunder by Tenant, or which would cause structural injury to the improvements,
or which would constitute a public or private nuisance or waste or would violate
any Hazardous Materials Laws (as defined in Section 8.3), and Tenant agrees that
it will promptly, upon discovery of any such use, take all necessary steps to
compel the discontinuance of such use.

      SECTION 3.2 PRESERVATION OF PREMISES. Tenant shall not use, suffer, or
permit the Premises, or any portion thereof, to be used by Tenant, any of its
employees or agents, any third party or the public in such manner as might
reasonably tend to impair Landlord's title to the Premises, or any portion
thereof, or in such manner as might reasonably make possible a claim or claims
of adverse usage or adverse possession by the public, as such, or third persons,
or of implied dedication of the Premises, or any portion thereof. Nothing in
this Lease contained and no action or inaction by Landlord shall be deemed or
construed to mean that Landlord has granted to Tenant any right, power or
permission to do any act or make any agreement that may create, or give rise to
or be the foundation for any such right, title, interest, lien, charge or other
encumbrance upon the estate of Landlord in the Premises.

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<PAGE>

      SECTION 3.3 ACCEPTANCE OF PREMISES. Tenant accepts the Premises in its "as
is" condition as of the Commencement Date except for (i) Landlord's Work
(defined below) and (ii) Landlord's obligations expressly contained elsewhere in
this Lease. On or before January 1, 2005, subject to delays due to force majeure
and other causes beyond Landlord's control and delays caused by Tenant,
Landlord, at Landlord's expense shall substantially complete the following work
("Landlord's Work"): (a) put the Premises in good order, condition and repair,
with the core building systems (meaning the roof, structure, HVAC, plumbing and
basic electrical systems for the Building) in good working order (and Landlord
will warrant the core building systems shall remain in good working order for a
period of three (3) months after the Commencement Date so long as Tenant
maintains such systems to the extent required by this Lease), (b) clean the
static control floor and carpet in the Premises, (c) patch holes in the wall at
the loading dock with plywood and paint such plywood, (d) patch conveyor-system
openings in the warehouse walls with drywall and paint such drywall, (e) remove
rooftop antennas that are no longer in use, (f) supply Tenant with sufficient
matching ceiling tiles for Tenant to replace the ceiling tiles that are damaged
or missing as of the date of this Lease, (g) supply Tenant with sufficient lamps
and bulbs for Tenant to replace such lamps and bulbs that are burned out as of
the date of this Lease, and (h) repair and/or replace all existing
moisture-damaged or loose static control floor tiles (and any other such tiles
that need to be replaced) in the Building, which are estimated to number
approximately 250-350 tiles. The core building systems referenced in subsection
(a) above does not include any improvements, fixtures, equipment and personal
property in the Building installed or abandoned by the prior tenant, including
without limitation the Personalty referenced in Section 19.34, all of which is
delivered in its "as is" condition, without any representation or warranty of
any kind regarding its condition, suitability or usefulness for any purpose. For
purposes of this Section 3.3, Landlord's Work shall be deemed "substantially
complete" at such time as Tenant can use the Premises for their intended
purposes without material interference attributable to the lack of full
completion of Landlord's Work. In addition to Landlord's Work, Landlord agrees
to install a "french drain" system at the north and east exterior sides of the
Building within a reasonable time after the Commencement Date but not later than
one hundred twenty (120) days after the Commencement Date. In the event that
Landlord has not substantially completed Landlord's Work by January 1, 2005
(excluding the aforementioned french drain), subject to delays due to force
majeure or other causes beyond Landlord's control or delays caused by Tenant,
the Gross Rent Period, the commencement date for Basic Rent under Section 2.2,
and the Term shall each be extended by the number of days from January 1, 2005,
until substantial completion of Landlord's Work.

      Landlord shall have no obligation to alter, remove, improve, repair,
decorate, or paint the interior of the Premises or any part thereof except as
expressly provided in this Lease. Tenant acknowledges that except as expressly
provided in this Lease, neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises or the Building or with
respect to the suitability or fitness of either for the conduct of Tenant's
business or for any other purpose. Tenant shall comply with any and all
covenants, conditions, restrictions, and encumbrances affecting the Premises and
the Building that are provided or disclosed to Tenant before the date of this
Lease.

      SECTION 3.4 STATIC CONTROL FLOOR TILES. Once each quarter during the
Initial Term, Landlord shall inspect the static control floor tiles in the
Building (the "Tiles") and repair or

                                        7

<PAGE>

replace any moisture-damaged or loose Tiles that are readily accessible and
located in areas other than Essential Manufacturing Areas (defined below) so as
to maintain the static control characteristics of the Tiles consistent with the
manufacturer's specifications (the "Performance Standard"). With respect to
Tiles located in Essential Manufacturing Areas, Landlord shall promptly repair
or replace at any time during the Initial Term upon Tenant's request any
readily-accessible Tiles that become moisture-damaged or loose and that fail to
meet the Performance Standard. Tenant shall be responsible for moving any
equipment or property as necessary to allow Landlord to make the repairs or
replacements to the Tiles pursuant to this Section 3.4. After the expiration of
the Initial Term, Tenant shall be solely responsible for all Tiles (including
their compliance with the Performance Standard if such standard is necessary for
Tenant's operations), and Landlord shall have no obligation or liability with
respect thereto. For purposes of this Section 3.4, the "Essential Manufacturing
Areas" shall refer to Tiles in those areas of the Building that materially
impair Tenant's manufacturing process if they do not meet the Performance
Standard.

      During the Initial Term, Landlord shall use its best efforts to ensure
that the Tiles in the Essential Manufacturing Areas meet the Performance
Standard. Tenant will immediately notify Landlord if it becomes aware or
reasonably believes that such Tiles are not meeting the Performance Standard,
and will provide Landlord with any relevant information received by Tenant
regarding such nonperformance. Landlord will promptly investigate and assess the
performance of such Tiles and use its best efforts to cause the Tiles to meet
the Performance Standard. Tenant shall at all times cooperate with Landlord in
good faith to assess, mitigate and seek to jointly resolve any failure of such
Tiles to meet the Performance Standard, including modifying or relocating the
manufacturing process to the extent such changes can reasonably be made without
materially adversely affecting Tenant's manufacturing operations.
Notwithstanding any other provision herein, Tenant, at Tenant's sole cost, shall
perform normal, routine maintenance of the floor tiles as recommended by the
manufacturer, Flexco.

      In order to give Tenant the ability to take immediate action with respect
to any Tiles in Essential Manufacturing Areas that are not meeting the
Performance Standard, Tenant may at any time during the Initial Term (and
without prior notice to Landlord) repair or replace any Tiles in Essential
Manufacturing Areas that are not meeting the Performance Standard, which action
may be taken either independently or jointly with Landlord. Tenant shall notify
Landlord as soon as reasonably possible that it has taken or intends to take
such action. Landlord agrees to reimburse Tenant for all of its reasonable
out-of-pocket costs incurred in making such repairs or replacements of the
Tiles, up to an amount of not more than $50,000 in the aggregate during the
Initial Term (unless Landlord otherwise agrees in advance) within thirty (30)
days of written request by Tenant. If Landlord fails to so reimburse Tenant
within such 30-day period, Tenant may offset any such sums due against the next
installment of Basic Rent due under this Lease.

      During the Initial Term, if (i) Tenant has exhausted the self-help remedy
set forth in the preceding paragraph (and reasonably concluded that any further
efforts by it thereunder would be futile), (ii) the Tiles in Essential
Manufacturing Areas that were subject to such self-help continue to fail to meet
the Performance Standard, (iii) such failure causes Tenant to be unable to
manufacture its product in a material portion of the Essential Manufacturing
Areas due to the static control floor requirements of Tenant's customers, (iv)
such failure cannot reasonably be

                                        8

<PAGE>

remedied by the relocation or reconfiguration of Tenant's manufacturing lines or
process in the Premises, and (v) such cessation of manufacturing continues for
five (5) consecutive business days, then Tenant shall have the right at any time
thereafter (but prior to the time that any one of the foregoing are no longer
true) to give Landlord a notice of termination ("Termination Notice") whereupon
(1) this Lease shall terminate on the date specified in the Termination Notice
(which effective termination date shall be no sooner than ninety (90) days after
the Termination Notice) and (2) one-third of the Basic Rent shall be abated for
the period from the Termination Notice until the earlier of the date of lease
termination or the date Landlord causes such nonperforming Tiles that led to the
Termination Notice to meet the Performance Standard; provided, however, that if
Landlord causes such nonperforming Tiles that led to the Termination Notice to
meet the Performance Standard at any time prior to Tenant's execution of a lease
for space at another property, the Termination Notice given hereunder shall be
null and void, the foregoing abatement of Basic Rent shall cease, and this Lease
shall continue in full force and effect for the remaining stated Term. The
foregoing right of termination shall only apply during the Initial Term.

      The parties agree that Tenant's self-help and termination rights set forth
above in this Section 3.4 are Tenant's sole and exclusive rights and remedies
with respect to the Tiles. Tenant hereby unconditionally waives, releases,
covenants not to sue, acquits and forever discharges Landlord and its officers,
directors, partners, trustees, employees, agents, attorneys, successors and
assigns for, from and against any and all claims, actions, causes of action,
demands, rights, damages, costs, expenses or compensation whatsoever, including
all statutory and common law rights of indemnification and contribution, direct
or indirect, known or unknown, foreseeable or unforeseeable, present and future,
that the Tenant may now have or may subsequently accrue to the Tenant whatsoever
arising out of or related, directly or indirectly, to the performance or
nonperformance of the Tiles in the Building or Landlord's efforts to maintain
the static control performance of the Tiles, including without limitation, all
claims of damage or injury to persons or property. Without limiting the
generality of the foregoing release, Tenant waives all claims and releases
Landlord from all liability for any consequential damages that Tenant may incur
due to the nonperformance of the Tiles, including without limitation any claims
based on product liability. Additionally, Tenant shall indemnify and defend
Landlord and its officers, directors, partners, trustees, employees, agents,
attorneys, successors and assigns from and against any and all claims,
liabilities, damages, costs, penalties, forfeitures, losses or expenses
(including attorneys' fees) for death or injury to any person or damage to any
property whatsoever arising from or related to, directly or indirectly, from the
performance or nonperformance of the Tiles in the Building or Landlord's efforts
to maintain the static control performance of the Tiles, including without
limitation any claims based on product liability. Tenant's covenants and
obligations under the foregoing provisions shall survive the expiration or
termination of this Lease.

      SECTION 3.5 REFURBISHMENT ALLOWANCE. On or after May 1, 2008, Landlord
shall provide to Tenant an allowance of not more than One Hundred Twenty Five
Thousand Dollars ($125,000) (the "Landlord's Allowance") to be applied solely
toward the costs of refurbishing the Premises which may include repairing or
replacing the wall covering and floor covering in the Premises (the
"Refurbishment Work"). Provided no Event of Default exists and subject to the
other conditions herein, Landlord shall disburse the Landlord's Allowance to
Tenant within thirty (30) days after Tenant has completed the Refurbishment Work
and delivered to Landlord

                                        9

<PAGE>

all of the following: (a) all invoices and proofs of payment for the
Refurbishment Work, (b) unconditional lien waivers and releases, in a form
acceptable to Landlord, executed by all contractors, subcontractors, material
and other potential lien claimants in connection with the Refurbishment Work (or
the period within which such potential lien claimants may file a lien shall have
expired without the filing of any lien), and (c) a copy of all building permits
and a final Certificate of Occupancy for the Premises, if applicable. The
Landlord's Allowance must be disbursed by May 1, 2010 or shall be deemed
forfeited with no further obligation by Landlord with respect thereto.

                                   ARTICLE IV.
                       COMMON AREA CHARGES AND IMPOSITIONS

      SECTION 4.1 DEFINITIONS.

      "COMMON AREA" shall mean the entire area designated from time to time by
Landlord for the common use or benefit of the tenants of the Park and other
persons entitled to use the same, including, without limitation, parking lots
(permanent and temporary), landscaped and vacant areas, passages for tracks and
automobiles, area-ways, roads, walks, curbs, corridors, stairs and ramps,
together with common utility facilities, storm water detention facilities,
whether located within or outside of the Park, and including the exterior of
buildings.

      "COMMON AREA COSTS" shall mean all costs and expenses of operating,
maintaining, managing, repairing and replacing all or any part of the Park,
including the Building or the Common Area, as applicable, and shall include, but
not be limited to, all sums expended for operating, maintaining, repairing,
lighting, cleaning, sealing, striping, inspecting, painting (including the
exterior of buildings of the Park, and removing snow, ice, debris and surface
water; all insurance costs incurred by Landlord in connection with the Park,
including liability insurance for personal injury, death, and property damage
and contractual liability, worker's compensation insurance, insurance against
all risks of physical loss (including earthquake, terrorism and flood if and
only if required by Landlord's Mortgagee) or other casualties, rental loss,
workmen's compensation and employer's liability insurance, and including any
"deductible" or self-insured retention cost (up to a maximum of $25,000)
incurred in connection with any covered loss; surcharges levied upon or assessed
against parking spaces or areas; payments to or for public transit or car
pooling facilities or otherwise, as required by governmental authorities having
jurisdiction over the Park; costs incurred by Landlord in connection with
complying with applicable federal, state or local environmental or other legal
requirements; the cost of repairing, cleaning and painting the exterior of all
buildings in the Park, including the roof membrane; costs of providing security
guards, if approved in advance by Tenant; the acquisition costs (rental fees
and/or purchase price or, in lieu of purchase price, the annual depreciation
applicable thereto) of machinery and equipment used in connection with the
maintenance and operation of the Park; the costs of any capital improvements or
capital replacements in the Park, provided, however, if under generally accepted
accounting principles such costs should be capitalized, the amount included
within any period shall equal the amount amortized over the useful life of the
improvements; all costs and expenses of service and maintenance contracts,
including, but not limited to, fire sprinkler systems, electronic intrusion and
fire control and telephone alert system; machinery and equipment depreciation;
all costs and expenses for inspecting, repairing and maintaining machinery and
equipment used in the

                                       10

<PAGE>

operation of the Park; all costs and expenses of inspecting, maintaining,
repairing and replacing drainage, landscaping, wetlands and irrigation systems,
sanitary sewer systems, sprinklers and other fire protection systems, and
electrical, gas and water systems; all reasonable costs and expenses paid or
incurred by Landlord for professional and other services (including consultants,
attorneys, appraisers and experts) in connection with contesting or attempting
to lower Taxes or to resist increased Taxes provided that Landlord had a
reasonable good faith basis to pursue such contest or reduction and, if the
savings from such contest is less than the costs to pursue same, Tenant shall be
responsible for not more than fifty percent (50%) of the excess costs; all costs
and expenses of traffic regulation, directional signs and traffic consultants;
all costs and expenses of planting and replacing flowers, shrubbery and
planters; all costs and expenses of replacement of, and repairing, paving,
curbs, sidewalks, walkways, roadways, loading docks shared by two or more
tenants, parking surfaces, drainage, utilities, lighting facilities, and Park
signage; all costs of supplies and materials used in connection with the
operation and maintenance of the Park; all payroll taxes, unemployment insurance
costs, vacation allowances, and the cost of providing hospitalization and any
other expense imposed on Landlord, pursuant to law or pursuant to any collective
bargaining agreement covering employees below the level of senior property
manager engaged in the management of the Park or the operation, maintenance,
repair or replacement of the Park; and a property management fee of not less
than two and one-half percent (2.5%) of the Basic Rent hereunder nor greater
than the market fees paid to third-party property managers of comparable
property who provide comparable services to the landlord. Notwithstanding the
foregoing, Common Area Costs shall not include: (1) the cost of any capital
improvement or replacement of any capital item unless approved in advance by
Tenant, mandated by laws not in effect on the Commencement Date or that actually
reduce the Common Area Costs (whereupon the amortized costs of same over the
useful life of the improvement or replacement shall be included in Common Area
Costs); (2) repairs, restoration or other work occasioned by fire, windstorm or
other insured casualty except for any applicable deductible or self-insured
retention which shall not exceed $25,000; (3) expenses incurred in leasing or
procuring tenants, leasing commissions, advertising expenses or expenses for
renovating space for new or existing tenants; (4) legal expenses incident to
enforcement by Landlord of the terms of any lease, or in connection with lease
negotiations with prospective tenants, tort claims or disputes with Building
tenants (other than Tenant); (5) interest or principal payments on, or any other
costs related to, any Mortgage or other indebtedness of Landlord or costs of
refinancing; (6) fines, penalties, and interest caused by Landlord or another
tenant in the Park; (7) costs relating solely to any building other than the
Premises; (8) the cost of decorating, improving for tenant occupancy, painting
or redecorating portions of the Park to be leased to tenants; (9) advertising or
marketing expenses relating to vacant space; (10) real estate brokers' or other
leasing commissions; (11) lease concessions, rental abatements and construction
allowances granted to specific tenants; (12) costs incurred in connection with
the sale, financing or refinancing of the Building; (13) fines, interest and
penalties incurred due to the late payment of Property Taxes or expenses; (14)
organizational expenses associated with the creation and operation of the entity
which constitutes Landlord; (15) any penalties or damages that Landlord pays to
Tenant under this Lease or to other tenants in the Building under their
respective leases; (16) fines or penalties incurred as a result of violation by
Landlord of any applicable law; (17) charitable, civic or political
contributions; (18) costs of purchasing or leasing sculptures, paintings or
other works or decorative objects; (19) costs resulting from the negligence or
willful misconduct of Landlord or it agents, employees or contractors; (20)
costs of any work or service performed for or facilities furnished to any tenant
to the extent Tenant would pay for the same level of such item

                                       11

<PAGE>

on an extra-cost basis under this Lease; (21) repairs, restoration, replacements
or other work occasioned by the exercise of eminent domain or by casualty; or
(22) any overhead or profit increments to any subsidiary or affiliate of
Landlord for services on or to the Park, to the extent that the costs of such
services materially exceed competitive costs for services obtained from an
unrelated party of comparable scope and quality rendered by persons or entities
of similar skill, competence and experience; (23) contribution to reserves, (24)
costs attributable solely to another building in the Park, or (25) any cost for
which Landlord is reimbursed by a third party. In the calculation of any
expenses hereunder, it is understood that no expense shall be charged more than
once. Landlord shall use its best efforts to effect an equitable proration of
bills for services rendered to the Park and to any other property owned by
Landlord. Landlord agrees to keep books and records showing the Common Area
Costs in accordance with a system of accounts and accounting practices
consistently maintained on a year-to-year basis and Tenant may inspect such
records at any time on reasonable notice at the offices of Landlord where such
records are kept.

      "LEASE YEAR" shall mean, in the case of the first Lease Year, that period
from the Commencement Date to the first succeeding December 31; thereafter,
"Lease Year" shall mean each successive twelve (12) calendar month period
following the expiration of the first Lease Year, except that in the event of
the termination of this Lease on any day other than on December 31, then the
last Lease Year shall be the period from the end of the preceding Lease Year to
such date of termination.

      "TAXES" shall mean all taxes and assessments against the land, buildings
or improvements comprising the Park that are levied or assessed (that become due
during the term of this Lease) by any lawful authority during each calendar
year, including without limitation all personal property taxes of Landlord
relating to Landlord's personal properly located on the Park and used or useful
in connection with the operation and maintenance thereof, and all other
governmental charges, general and special, ordinary and extraordinary, foreseen
as well as unforeseen, of any kind and nature whatsoever, or other tax, however
described, which is levied or assessed by the United States of America or the
state in which the Park is located or any city, municipality or political
subdivision thereof, against Landlord or all or any part of the Park excluding
however any net income tax, estate tax, transfer tax or inheritance tax of
Landlord. Taxes shall not include any fine, penalty, interest, or cost
attributable to delinquent payment thereof. If Landlord does not elect to
protest valuation of the property, Tenant may initiate proceedings to contest
the valuation at Tenant's expense.

      "TENANT'S PRO RATA SHARE" shall mean the fraction the numerator of which
is the rentable floor area of the Premises and the denominator of which is the
number of square feet of rentable floor area of all buildings in the Park at the
time, or such portion of the Park as is reasonably determined by Landlord to be
applicable with respect to any charges which are not allocable to the entire
Park; provided, however, the total rentable floor area of any tenant within the
Park that does not benefit from nor participate in the reimbursement of any or
all of such costs and/or expenses included within the term Common Area Costs
shall not be included within the total square feet of rentable floor area within
the Park for purposes of calculating Tenant's Pro Rata Share of the specific
costs for which such tenant does not benefit from nor participate in the
reimbursement thereof. As of the Commencement Date, the total rentable floor
area of the Premises is approximately 135,286 square feet and the total rentable
floor area of all buildings in the Park is approximately 206,261 square feet.

                                       12

<PAGE>

      SECTION 4.2 PAYMENT. Tenant shall pay Landlord Tenant's Pro Rata Share of
Taxes and Common Area Costs, as Additional Rent, in monthly installments on or
before the first day of each calendar month, in advance, in an amount estimated
by Landlord from time to time. Landlord shall, on or about March 31 of each
calendar year, submit to Tenant a statement of estimated Common Area Costs and
Taxes for such Lease Year and Tenant's proportionate share thereof, whereupon
Tenant shall pay Landlord any deficit over Tenant's first quarter payments
within thirty (30) days of receipt of Landlord's statement, and any overpayment
by Tenant shall be credited to the next installments of Tenant's proportionate
share of Common Area Costs or Taxes, as the case may be.

      Within ninety (90) days after the end of each Lease Year, Landlord shall
furnish Tenant with a statement (the "Annual Statement") detailing the actual
Common Area Costs and the actual amount of Tenant's proportionate share of such
Common Area Costs and Taxes for such period. In the event the total of Tenant's
monthly installments for any Lease Year does not equal Tenant's proportionate
share as shown on the Annual Statement, then Tenant shall promptly pay Landlord
any deficiency, but if such Annual Statement indicates an overpayment by Tenant,
then Tenant shall be entitled to offset such excess against any sums next
becoming due under this Lease or to the extent such excess exceeds $92,500 or if
the Lease has terminated, such sum shall be refunded to Tenant. Landlord may
from time to time revise such estimate by notice to Tenant, whereupon, starting
with the next payment due at least ten (10) days after the date of the revised
estimate, subsequent payments by Tenant for the remainder of the Lease Year
shall be based upon such revised estimate.

      SECTION 4.3 COMMON AREA MAINTENANCE. Landlord shall operate and maintain
the Common Area or shall cause the same to be operated and maintained in a
manner deemed by Landlord reasonable or appropriate for the Park provided that
the Park must be maintained in as good a condition as it is in at the date of
this Lease and in compliance with all applicable laws and recorded restrictions.
Subject to reasonable, nondiscriminatory rules and regulations to be promulgated
by Landlord, and subject to the rights of Tenants, licensees or concessionaires
already or to be granted therein, the Common Area is hereby made available to
Tenant and its employees, agents, customers and invitees for their reasonable
nonexclusive use in common with others, including Tenants and their employees,
agents, customers, invitees, and Landlord for the purposes for which
constructed. Landlord shall have the right: to change the location and
arrangement of parking areas and other Common Area; to construct surface or
elevated parking areas and facilities; to establish and change the level of
parking surfaces; to close all or any portion of the Common Area to such extent
as may, in the opinion of Landlord's counsel, be necessary to prevent a
dedication thereof or the accrual of any rights to any person or to the public
therein or to make repairs or alterations; to close temporarily any or all
portions of the Common Area; and to do and perform such other acts in and to
said area and improvements as, in the exercise of good business judgment,
Landlord shall determine to be advisable with a view to the improvement of the
convenience and use thereof by Tenants and their agents, contractors, servants,
employees, licensees, customers and business invitees, In the event Landlord
exercises any right set forth in this Section, Landlord shall use reasonable
efforts to minimize any material adverse interference with Tenant's operation of
the Premises for the Permitted Use and shall use its best efforts to ensure that
Tenant at all reasonable times has access to the Premises and the

                                       13

<PAGE>

parking designated for Tenant's use hereunder. Tenant shall not solicit business
or display merchandise within the Common Area, or distribute handbills therein,
or take any action which it has reason to know would unreasonably interfere with
the rights of other persons to use the Common Area without the prior written
consent of the Landlord. Landlord agrees that it shall not grant rights for any
tenant, occupant or other party to occupy or use any portion of the Common Area
that is also part of the Building, including the roof, without Tenant's prior
consent, excluding the existing rights granted to AT&T Wireless referenced in
Section 19.33.

      SECTION 4.4 PARKING. Tenant shall have the nonexclusive right to use at no
additional charge parking stalls located within the Common Area of the Park
(except such parking stalls located adjacent to other buildings in the Park that
are reserved for the exclusive use of other tenants or their invitees) in common
with all other occupants of the Park and their invitees, subject to the terms,
rules and regulations of this Lease. Except as mandated by any governmental
authority, Landlord agrees that it shall not (i) materially reduce the total
number of unreserved parking spaces available in the Park, or (ii) provide
reserved parking in the Common Area to any other tenant in the Park unless
Landlord also provides a comparable amount of reserved parking (based on square
feet of the respective premises) to Tenant adjacent to the Building.

                                   ARTICLE V.
                                    INSURANCE

      SECTION 5.1 LANDLORD'S PROPERTY INSURANCE AND WAIVER OF SUBROGATION.
Landlord shall keep the improvements in the Park (including all improvements in
the Premises on the Commencement Date and all equipment, fixtures and personal
property in the Premises that are owned by Landlord) insured in an amount
equivalent to the insurable replacement value thereof on an agreed amount basis
without any co-insurance penalty (excluding foundation, grading and excavation
costs) with deductibles reasonably acceptable to Landlord against:

      (a)   Loss or damage by fire and other risks covered by the ISO "causes of
            loss - special" form of policy or such other comparable policy if
            that form is no longer generally available; and

      (b)   such other risk or risks of a similar or dissimilar nature as are
            now, or may in the future be, required by Landlord's lender or
            customarily covered with respect to buildings and improvements
            similar in construction, general location, use, occupancy and design
            to the Park, including, but without limiting the generality of the
            foregoing, windstorm, hail, explosion, vandalism, malicious
            mischief, civil commotion and such other coverage as may be deemed
            necessary or desirable by Landlord, provided such additional
            coverage is obtainable and provided such additional coverage is such
            as is customarily carried with respect to buildings and improvements
            similar in construction, general location, use, occupancy and design
            to the Park.

Notwithstanding anything to the contrary contained in this Lease, Landlord
hereby waives, releases and discharges Tenant, its agents and employees from all
claims whatsoever arising out of loss,

                                       14

<PAGE>

claim, expense or damage to or destruction of property covered by property
insurance maintained or required to be maintained by Landlord under this Section
5.1 notwithstanding that such loss, claim, expense or damage may have been
caused by Tenant, its agents or employees, and Landlord agrees to look to the
insurance coverage only in the event of such loss. Landlord agrees to have its
insurer waive any rights of subrogation that such insurer may have against
Tenant by reason of the claims covered by the foregoing.

      SECTION 5.2 LIABILITY INSURANCE COVERAGE. During the term of this Lease,
Tenant, at its sole cost and expense, shall obtain and continuously maintain in
full force and effect commercial general liability insurance against any loss,
liability or damage on, about or relating to the Premises, or any portion
thereof, with limits of not less than Five Million Dollars ($5,000,000.00)
combined single limit, per occurrence and aggregate, coverage on an occurrence
basis, and contain a deductible or self-insured retention of not more than One
Million Dollars ($1,000,000). Any such insurance obtained and maintained by
Tenant shall name Landlord and its managing agent as additional insureds therein
and shall be obtained and maintained from and with a reputable and financially
sound insurance company authorized to issue such insurance in the state in which
the Premises are located. Such insurance shall specifically insure (by
contractual liability endorsement) Tenant's indemnity obligations under this
Lease to the extent typically covered by the customary endorsement.

      SECTION 5.3 INSURANCE PROVISIONS. Each policy required under this Article
VI shall be written by companies having a financial rating of at least "VIII"
and a general policyholder's rating of "A-", as rated in the most current Best's
Key Rating Guide Property-Casualty, and have attached thereto (a) an endorsement
that such policy shall not be canceled or materially changed without at least 30
days' prior written notice to Landlord, and (b) an endorsement to the effect
that the insurance as to the interest of Landlord shall not be invalidated by
any act or neglect of Landlord or Tenant. All policies of insurance shall be
written in companies licensed in the state in which the Premises are located.
Certificates of insurance in the form customarily used by the insurer and
evidencing the insurance coverages required hereunder, shall be delivered to
Landlord prior to commencement of the Term and prior to expiration of each such
policy. If the certificates are not satisfactory to Landlord, Tenant shall
deliver to Landlord within ten (10) days after Landlord's request such
additional evidence of the maintenance of insurance required hereunder as may be
requested by Landlord (including without limitation copies of the policies and
all endorsements if requested).

      SECTION 5.4 TENANT'S PROPERTY INSURANCE AND WAIVER OF SUBROGATION. Tenant
shall keep all of its machinery, equipment, furniture, fixtures, personal
property (including also property under the care, custody, or control of Tenant)
and business interests which may be located in, upon or about the Premises
insured in an amount equivalent to not less than eighty (80) percent of the
insurable replacement value thereof against:

      (a)   loss or damage by fire and other risks covered by the ISO "causes of
            loss - special" form of policy or such other comparable policy if
            that form is no longer generally available; and

                                       15

<PAGE>

      (b)   such other risk or risks of a similar or dissimilar nature as are
            now, or may in the future be, customarily covered with respect to a
            tenant's machinery, equipment, furniture, fixtures, personal
            property and business located in a building similar in connection,
            general location, use, occupancy and design to the Park, including,
            but without limiting the generality of the foregoing, sprinkler
            leakage, windstorms, hail, explosions, vandalism, theft, malicious
            mischief, civil commotion and/or such other coverage as Tenant may
            deem appropriate or necessary.

Notwithstanding anything to the contrary contained in this Lease, Tenant hereby
waives, releases and discharges Landlord, its agents and employees from all
claims whatsoever arising out of loss, claim, expense or damage to or
destruction of property covered by property insurance maintained or required to
be maintained by Tenant under this Section 5.4 notwithstanding that such loss,
claim, expense or damage may have been caused by Landlord, its agents or
employees, and Tenant agrees to look to the insurance coverage only in the event
of such loss. Tenant agrees to have its insurer waive any rights of subrogation
that such insurer may have against Landlord by reason of the claims covered by
the foregoing.

      SECTION 5.5 OTHER INSURANCE. Tenant shall maintain insurance coverage
(including loss of use and business interruption coverage) upon Tenant's
business and upon all personal property of Tenant or the personal property of
others kept, stored or maintained on the Premises against loss or damage by
fire, windstorm or other casualties or causes for such amount as Tenant may
desire, and Tenant agrees that such policies shall contain a waiver of
subrogation clause as to Landlord.

      SECTION 5.6 BLANKET INSURANCE COVERAGE. Nothing in this Article shall
prevent Tenant from taking out insurance of the kind and in the amount provided
for under the preceding paragraphs of this Article under a blanket insurance
policy or policies (certificates thereof reasonably satisfactory to Landlord
shall be delivered to Landlord) which may cover other properties owned or
operated by Tenant as well as the Premises; provided, however, that any such
policy of blanket insurance of the kind provided for shall not contain any
clause which would result in the insured thereunder being required to carry any
insurance with respect to the property covered thereby in an amount not less
than any specific percentage of the Full Replacement Cost of such property in
order to prevent the insured therein named from becoming a co-insurer of any
loss with the insurer under such policy; and further provided, however, that
such policies of blanket insurance shall, as respects the Premises, contain the
various provisions required of such an insurance policy by the foregoing
provisions of this Article V.

                                   ARTICLE VI.
                                    UTILITIES

      SECTION 6.1 PAYMENT OF UTILITIES. Landlord represents and warrants that to
the best of its actual knowledge all utilities are separately metered to the
Premises. During the term of this Lease, Tenant will pay, when due, all charges
of every nature, kind or description for utilities furnished to the Premises or
chargeable against the Premises, including all charges for water, sewage, heat,
gas, light, garbage, electricity, telephone, steam, power, or other public or
private

                                       16

<PAGE>

utility services. Prior to the Commencement Date, Tenant shall pay for all
utilities or services at the Premises used by it or its agents, employees or
contractors.

      SECTION 6.2 INTERRUPTION. Landlord shall not be liable in damages or
otherwise, nor shall there be an abatement of rents, if the furnishing by any
supplier of any utility service or other service to the Premises shall be
interrupted or impaired by fire, accident, riot, strike, act of God, the making
of necessary repairs or improvements, or by any other causes beyond Landlord's
control; provided, however, if such interruption shall have been caused by
Landlord's negligence and prevents Tenant from engaging in the Permitted Use in
any material portion of the Premises for four (4) consecutive days, then Basic
Rent shall be abated (in whole or in part, as applicable) from and after the
expiration of said four-day period until the earlier to occur of (i) the
restoration of the furnishing of such utility or other service to the Premises,
or (ii) the date on which such interruption no longer prevents Tenant from
engaging in the Permitted Use in the entire Premises. Anything herein to the
contrary notwithstanding, there shall be no such abatement of rent if Landlord's
inability to provide such services is caused by misuse or neglect of Tenant or
Tenant's agents, employees or invitees, or by shortages of fuel or other energy
supplies to be provided by public or private utilities or suppliers or by other
causes beyond the reasonable control of Landlord.

                                  ARTICLE VII.
                                     REPAIRS

      SECTION 7.1 TENANT'S REPAIRS. Subject to Articles XII and XIIIl and
Section 7.2, Tenant, at its sole cost and expense, throughout the term of this
Lease, shall take good care of the Premises (including the interior surface of
the outer walls) and all Tenant's signs, and shall keep the same in good order,
condition and repair, and shall make and perform all maintenance thereof and all
necessary repairs and replacements thereto. Tenant agrees to maintain the
Premises and all Tenant's signs and all parts thereof in a good and sufficient
state of repair as required by the provisions of this Lease, ordinary wear and
tear excepted, including keeping the inside of all glass in doors and windows of
the Premises clean, promptly replacing at its expense any broken door or door
closers and any cracked or broken glass of the Premises with glass of like kind
and quality, and maintaining the Premises and the loading dock contiguous
thereto, if any, at its expense in a clean, orderly and sanitary condition.
Tenant shall also: keep any garbage, trash, rubbish or refuse removed at its
expense on a regular basis and temporarily stored in the Premises or in exterior
dumpsters approved by Landlord, and all in accordance with local codes;
maintain, repair, and replace the mechanical systems (including HVAC) and all
utility lines within five (5) feet of and serving the Premises including those
beneath the slab and keep all mechanical apparatus free of vibration and noise
which may be transmitted beyond the Premises; comply with all laws, ordinances,
rules and regulations of governmental authorities applicable to Tenant's
particular use of the Premises, and all recommendations of the insurance
services office and/or Landlord's insurance carrier now or hereafter in effect
relative to the use and occupancy of the Premises and the transaction of the
business of Tenant in the Premises; and enter into and maintain in place
throughout the term of this Lease, a contract for the repair and maintenance of
the heating, ventilating and air conditioning equipment servicing the Premises
in accordance with the recommendations of manufacturers and suppliers. When used
in this Article VII, "repairs" shall include all necessary replacements,
renewals, alterations, additions and betterments. All

                                       17

<PAGE>

repairs made by Tenant shall be at least equal in quality to the original work
and shall be made by Tenant in accordance with all laws, ordinances and
regulations whether heretofore or hereafter enacted. The necessity for or
adequacy of maintenance and repairs shall be measured by the standards which are
appropriate for improvements of similar construction and class, provided that
Tenant shall in any event make all repairs necessary to avoid any structural
damage ,or other damage or injury to the Building. If, during the last twelve
(12) months of the Initial Term, Tenant replaces a compressor or other major
component of the Building's existing HVAC system (meaning an HVAC component that
costs in excess of $5,000) and the useful life of such component extends beyond
the Term, Landlord shall reimburse Tenant for fifty percent (50%) of the cost of
the component up to an amount not to exceed $100,000 in the aggregate, provided
that no Event of Default shall have occurred and be continuing. Landlord shall
pay Tenant for such reimbursement within thirty (30) days after Tenant's request
therefor and, if Landlord fails to pay such reimbursement within such 30-day
period, Tenant may thereafter offset such sum due against the next installment
of Basic Rent due under this Lease.

      SECTION 7.2 LANDLORD'S REPAIRS. Landlord shall keep or cause to be kept
the Common Area and all structural portions of the Building, including the
foundations, the four outer walls (excluding the interior surface thereof) and
the roof (including the roof membrane) of the Building of which the Premises are
a part and, to the extent Tenant or other Tenants are not obligated to maintain
the same, all utility systems, lines, conduits and appurtenances thereto located
within the Park but outside the exterior walls of the Premises in good repair,
ordinary wear and tear excepted, said costs to be Common Area Costs to the
extent provided by Section 4.1; provided however, if the need for such repair is
attributable to or result from the specific business activity being conducted
within the Premises, or from the acts or omissions of Tenant, its officers,
directors, employees, agents, contractors or invitees, then, in such case,
Tenant agrees to reimburse Landlord for the reasonable costs and expenses
incurred by Landlord with respect to such repair, subject to Section 5.1.
Landlord shall also be responsible for the cost of complying with any laws of
general application and not specifically related to Tenant's particular use
thereof, said costs to be Common Area Costs only with respect to such costs for
compliance with laws adopted after the Commencement Date as provided in Section
4.1. Landlord shall commence repairs it is required to do hereunder as soon as
reasonably practicable after receiving written notice from Tenant of the
necessity of such repairs, but in no event shall Landlord be required to make
any other repairs, subject to the provisions of Articles XII and XIII herein,
and Landlord shall have no liability for any damage or injury arising out of any
condition or occurrence causing a need for such repairs, unless said damage or
injury shall have been caused by the negligence or intentional misconduct of
Landlord or its employees, agents or contractors (including any property manager
retained by Landlord), subject to certain waivers, releases and limitations set
forth in this Lease. In the event Landlord fails to make repairs that Landlord
is required to perform hereunder, then Tenant shall promptly provide to
Landlord, and to any Mortgagee or trust deed holder having a security interest
in the Park, provided that Tenant has received notice of the identity and
address of any such Mortgagee or trust deed holder, one (1) separate thirty-day
notice of such requirement. In the event Landlord or such Mortgagee or trust
deed holder fails to satisfy said requirement on or before expiration of such
30-day period (provided, however, that if the repair is of such a nature that it
cannot be accomplished within such period, then Tenant shall have no rights
under this sentence if Landlord or its Mortgagee commences to make the repair
within such period and thereafter continues with diligence to

                                       18

<PAGE>

complete the repair), subject to force majeure, then (a) Tenant shall perform
said repairs in a good and workmanlike manner and shall keep the Premises and
the Park, or any portion thereof, free from any mechanics' or materialman liens
for work performed or material supplied in connection with the performance of
such repairs, and (b) Landlord shall reimburse Tenant for the reasonable
out-of-pocket costs incurred by Tenant therefor within thirty (30) days after
Landlord's receipt of Tenant's written request for reimbursement, which request
shall be accompanied by reasonable evidence of such costs and conditional lien
waivers. If Landlord fails to reimburse Tenant within such 30-day period, Tenant
may offset such sum together with interest at the Maximum Rate of Interest from
the date of the reimbursement request until paid against any sum due to Landlord
hereunder (up to a maximum each month of 25% of Basic Rent).

      SECTION 7.3 PROHIBITION AGAINST WASTE. Tenant shall not cause or permit
its employees, agents, invitees, licensees or contractors to cause any waste or
damage, disfigurement or injury to the Premises, or any improvements hereafter
erected thereon, or to the fixtures or equipment therein, or permit or suffer
any overloading of the floors or other use of the Improvements that would place
an undue stress on the same or any portion thereof beyond that for which the
same was designed provided that Landlord shall must first notify Tenant of the
loading capacity for which the floor was designed.

      SECTION 7.4 LANDLORD'S RIGHT TO EFFECT REPAIRS. If Tenant should fail to
perform any of its obligations under this Article VII, then Landlord may, if it
so elects, in addition to any other remedies provided herein, effect such
repairs and maintenance. Any sums expended by Landlord in effecting such repairs
and maintenance shall be due and payable, on demand, together with interest
thereon at the Maximum Rate of Interest from the date of each such expenditure
by Landlord to the date of repayment by Tenant.

      SECTION 7.5 MISUSE OR NEGLECT. Except as otherwise provided herein, Tenant
shall be responsible for all repairs to the Building which are made necessary by
any misuse or neglect by: (i) Tenant or any of its officers, agents, employees,
contractors, licensees, or subtenants; or (ii) any visitors, patrons, guests, or
invitees of Tenant or its subtenant while in or upon the Premises.

                                  ARTICLE VIII.
                       COMPLIANCE WITH LAWS AND ORDINANCES

      SECTION 8.1 COMPLIANCE WITH LAWS AND ORDINANCES. Tenant shall, throughout
the Term of this Lease, and at Tenant's sole cost and expense, promptly comply
or cause compliance with or remove or cure any violation caused by Tenant or
attributable to its business activities or any improvements made by or for it
(other than work performed by Landlord under this Lease) of any and all present
and future laws, ordinances, orders, rules, regulations and requirements of all
federal, state, municipal and other governmental bodies having jurisdiction over
the Premises and the appropriate departments, commissions, boards and officers
thereof (including without limitation Hazardous Materials Laws as defined
below), and the orders, rules and regulations of the Board of Fire Underwriters
where the Premises are situated, or any other body now or hereafter constituted
exercising lawful or valid authority over the Premises, or any portion

                                       19

<PAGE>

thereof, or the sidewalks, curbs, roadways, alleys, entrances or railroad track
facilities adjacent or appurtenant thereto, or exercising authority with respect
to the Tenant's particular use or manner of use of the Premises, or such
adjacent or appurtenant facilities, and whether the compliance, curing or
removal of any such violation and the costs and expenses necessitated thereby
shall have been foreseen or unforeseen, ordinary or extraordinary, and whether
or not the same shall be presently within the contemplation of Landlord or
Tenant or shall involve any change of governmental policy, or require structural
or extraordinary repairs, alterations or additions by Tenant and irrespective of
the costs thereof. Nothing in this Lease shall (a) require Tenant to pay for the
cost of correcting any non-compliance existing as of the date of this Lease
unless such compliance is specifically related to Tenant's alterations or
improvements to the Premises or its business activities, or (b) impose any
liability or responsibility on Tenant for any Hazardous Materials in, on or
about the Park on the date of this Lease (and as between Landlord and Tenant,
Landlord shall be responsible for such conditions as provided in Section 8.4)
unless brought thereon by Tenant or attributable to Tenant's activities on or
about the Park.

      SECTION 8.2 COMPLIANCE WITH PERMITTED ENCUMBRANCES. Tenant, at its sole
cost and expense, shall comply with all agreements, contracts, easements,
restrictions, reservations and covenants from time to time affecting the
Building or Park, including without limitation those set forth in the attached
EXHIBIT B. Tenant shall also comply with, observe and perform all provisions and
requirements of all policies of insurance at any time in force with respect to
the Premises and required to be obtained and maintained under the terms of
Article V hereof and shall comply with all development, land use, occupancy and
other applicable permits issued by governmental authorities issued with respect
to the Premises.

      SECTION 8.3 COMPLIANCE WITH HAZARDOUS MATERIALS LAWS. Tenant shall at all
times and in all respects comply with all federal, state and local laws,
statutes, ordinances and regulations pertaining to the protection of human
health or the environment and any applicable orders, judgments, decrees,
permits, licenses, or other authorizations or mandates under such laws,
statutes, ordinances and regulations (each a "Hazardous Materials Law";
collectively, "Hazardous Materials Laws"). Tenant shall not use, generate,
transport, treat, store, dispose of or otherwise handle Hazardous Materials on
or about the Premises or Park without the prior written consent of Landlord, and
then only in strict compliance with all Hazardous Materials Law and the terms of
this Lease. Landlord hereby consents to the use of reasonable quantities of
Hazardous Materials necessary for or reasonably related to the conduct of the
business of Tenant, provided that upon request by Landlord, Tenant shall provide
Landlord with (i) a list of all such Hazardous Materials together with a
description of the nature and quantities to be used, stored or handled, and (ii)
a copy of all of Tenant's permits, policies and procedures for the use, storage
and handling of such Hazardous Materials, and copies of any amendments thereto.
Notwithstanding any other provision of this Lease, all use, storage and handling
of Hazardous Materials by Tenant, its employees, agents, suppliers and invitees
in, on or about the Premises or Park shall be in strict compliance with all
Hazardous Materials Laws and this Lease. The term "Hazardous Materials" shall
mean any hazardous, toxic, radioactive or infectious substance, material or
waste as defined, listed or regulated under any Hazardous Materials Law, and
includes without limitation petroleum oil and its fractions.

                                       20

<PAGE>

      Tenant shall at its own expense procure, maintain in effect and comply
with all conditions of any and all permits, licenses and other governmental and
regulatory approvals required for Tenant's use of the Premises, including,
without limitation, discharge of (appropriately treated) materials or waste into
or through any sanitary sewer system serving the Premises. Except as discharged
into the sanitary sewer in strict accordance and conformity with all applicable
Hazardous Materials Laws, Tenant shall cause any and all Hazardous Materials to
be removed from the Premises and transported solely by duly licensed haulers to
duly licensed facilities for final disposal of such Hazardous Materials and
wastes. Tenant shall in all respects, handle, treat, deal with and manage any
and all Hazardous Materials in, on, under or about the Premises in complete
conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding the management of such Hazardous Materials. All reporting
obligations to the extent imposed upon Tenant by Hazardous Materials Laws are
solely the responsibility of Tenant. Upon expiration or earlier termination of
this Lease, Tenant shall cause all Hazardous Materials which it introduced into
the Premises or Common Areas to be removed from the Premises and Common Areas
and transported for use, storage or disposal in accordance and in compliance
with all applicable Hazardous Materials Laws. Tenant shall not take any remedial
action in response to the presence of any Hazardous Materials in, on, about or
under the Premises or Park, nor enter into any settlement agreement, consent,
decree or other compromise in respect to any claims relating to any way
connected with the Premises or the Park without Landlord's prior written consent
which shall not be unreasonably withheld, conditioned or delayed. Tenant shall
immediately notify Landlord of Tenant's desire to do so and afford Landlord
ample opportunity to appear, intervene or otherwise appropriately assert and
protect Landlord's interest with respect thereto. In addition, at Landlord's
request, at the expiration of the term of this Lease, Tenant shall remove all
tanks or fixtures which were placed on the Premises during the term of this
Lease and which contain, have contained or are contaminated with, Hazardous
Materials.

      Tenant shall immediately notify Landlord in writing of (a) any
enforcement, clean-up, removal or other governmental or regulatory action
instituted, completed or threatened pursuant to any Hazardous Materials Laws;
(b) any claim made or threatened by any person against Landlord, or the
Premises, relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from or claimed to result from any Hazardous Materials; and (c)
any reports made to any environmental agency arising out of or in connection
with any Hazardous Materials in, on or about the Premises or with respect to any
Hazardous Materials removed from the Premises, including, any complaints,
notices, warnings, reports or asserted violations in connection therewith.
Tenant shall also provide to Landlord, as promptly as possible, and in any event
within five business days after Tenant first receives or sends the same, with
copies of all claims, reports, complaints, notices, warnings or asserted
violations relating in any way to the Premises or Tenant's use thereof. Upon
written request of Landlord, Tenant shall promptly deliver to Landlord notices
of hazardous waste manifests, if Tenant is required by applicable law to obtain
such manifests, reflecting the legal and proper disposal of all such Hazardous
Materials removed or to be removed from the Premises. All such manifests shall
list the Tenant or its agent as a responsible party and in no way shall
attribute responsibility for any such Hazardous Materials to Landlord.

      SECTION 8.4 INDEMNIFICATION. Except to the extent caused by Landlord or
arising from the acts or omissions of Landlord, or its agents, employees,
contractors, or subcontractors, Tenant shall indemnify, defend (with counsel
reasonably acceptable to Landlord), protect and hold

                                       21

<PAGE>

Landlord and each of Landlord's officers, directors, partners, trustees,
employees, agents, attorneys, successors and assigns free and harmless from and
against any and all claims, liabilities, damages, costs, penalties, forfeitures,
losses or expenses (including attorneys' fees) for death or injury to any person
or damage to any property whatsoever (including water tables and atmosphere)
arising or resulting in whole or in part, directly or indirectly, from (i) the
use, storage, handling, presence, release or discharge of Hazardous Materials,
in, on, under, upon or from the Premises or Park (or any part thereof), (ii) the
transportation or disposal of Hazardous Materials to or from the Premises, or
(iii) the breach by Tenant of any of its covenants and obligations set forth in
this Lease concerning Hazardous Materials or the environmental condition of the
Premises or Park, but only to the extent caused by Tenant or its employees,
agents, invitees, subtenants, licensees, contractors or subcontractors, whether
knowingly or unknowingly, the standard herein being one of strict liability.
Tenant's obligations hereunder shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary repairs,
clean-up or detoxification or decontamination of the Premises or Common Areas,
and the presence and implementation of any closure, remedial action or other
required plans in connection therewith, and shall survive the expiration of or
early termination of the term of this Lease.

      Except to the extent caused by Tenant or arising from the acts or
omissions of Tenant, or its agents, employees, invitees, subtenants, licensees,
contractors, or subcontractors, Landlord shall indemnify, defend (with counsel
reasonably acceptable to Tenant), protect and hold Tenant and each of Tenant's
officers, directors, partners, trustees, employees, agents, attorneys,
successors and assigns free and harmless from and against any and all claims,
liabilities, damages, costs, penalties, forfeitures, losses or expenses
(including attorneys' fees) for death or injury to any person or damage to any
property whatsoever (including water tables and atmosphere) to the extent
arising or resulting in whole or in part, directly or indirectly, from the
presence or discharge of Hazardous Materials, in, on, under, upon or from the
Park as of the date of this Lease whether knowingly or unknowingly, the standard
herein being one of strict liability. Landlord's obligations hereunder shall
include, without limitation, and whether foreseeable or unforeseeable, all costs
of any required or necessary repairs, clean-up or detoxification or
decontamination of the Premises, and the presence and implementation of any
closure, remedial action or other required plans in connection therewith, and
shall survive the expiration of or early termination of the term of this Lease.

      SECTION 8.5 ENVIRONMENTAL SITE ASSESSMENTS. If Landlord reasonably
believes that Tenant has not complied with this Article VIII, then upon request
by Landlord during the Term, Tenant shall obtain and submit to Landlord an
environmental site assessment from an environmental company reasonably
acceptable to Landlord and Tenant which assessment shall evidence Tenant's
compliance with this Article VIII. If such assessment evidences compliance then
Landlord shall pay the cost of such assessment.

      SECTION 8.6 ACTS OR OMISSIONS REGARDING HAZARDOUS MATERIALS. For purposes
of the covenants and agreements contained in this Article VIII, (a) any acts or
omissions of Tenant, its directors, shareholders, employees, agents, invitees,
subtenants, licensees, contractors and subcontractors shall be strictly
attributable to Tenant; and (b) any acts or omissions of Landlord, any prior
owner or occupant of the Building or any other occupant of the Park or any of
their

                                       22

<PAGE>

directors, shareholders, employees, agents, customers, invitees, guests,
sublessees, assignees, contractors and subcontractors shall not be attributable
to Tenant.

      SECTION 8.7 SURVIVAL. The respective rights and obligations of the parties
under this Article VII shall survive the expiration or earlier termination of
this Lease.

                                   ARTICLE IX.
                        MECHANIC'S LIENS AND OTHER LIENS

      SECTION 9.1 FREEDOM FROM LIENS. Tenant shall not suffer or permit any
mechanic's lien or other lien to be filed against the Premises, or any portion
thereof, by reason of work, labor, skill, services, equipment or materials
supplied or claimed to have been supplied to the Premises at the request of
Tenant, or anyone holding the Premises, or any portion thereof, through or under
Tenant. If any such mechanic's lien or other lien shall at any time be filed
against the Premises, or any portion thereof, Tenant shall cause the same to be
discharged of record either by voluntary release by the lien claimant or by
posting a bond in the amount required by law, in any case within ten (10) days
after Landlord's demand. If Tenant shall fail to discharge such mechanic's lien
or liens or other lien within such period, then, in addition to any other right
or remedy of Landlord, after five days prior written notice to Tenant, Landlord
may, but shall not be obligated to, discharge the same by paying to the claimant
the amount claimed to be due or by procuring the discharge of such lien as to
the Premises by deposit in the court having jurisdiction of such lien, the
foreclosure thereof or other proceedings with respect thereto, of a cash sum
sufficient to secure the discharge of the same, or by the deposit of a bond or
other security with such court sufficient in form, content and amount to procure
the discharge of such lien, or in such other manner as is now or may in the
future be provided by present or future law for the discharge of such lien as a
lien against the Premises. Any amount paid by Landlord, or the value of any
deposit so made by Landlord, together with all costs, fees and expenses in
connection therewith (including reasonable attorney's fees of Landlord),
together with interest thereon at the Maximum Rate of Interest, shall be repaid
by Tenant to Landlord on demand by Landlord and if unpaid may be treated as
Additional Rent. Tenant shall indemnify and defend Landlord against and save
Landlord and the Premises, and any portion thereof, harmless from all liens,
losses, costs, damages, expenses, liabilities, suits, penalties, claims, demands
and obligations, including, without limitation, reasonable attorney's fees
resulting from the assertion, filing, foreclosure or other legal proceedings
with respect to any such mechanic's lien or other lien.

      All materialmen, contractors, artisans, mechanics, laborers and any other
person now or hereafter furnishing any labor, services, materials, supplies or
equipment to Tenant with respect to the Premises, or any portion thereof, are
hereby charged with notice that they must look exclusively to Tenant to obtain
payment for the same. Notice is hereby given that Landlord shall not be liable
for any labor, services, materials, supplies, skill, machinery, fixtures or
equipment furnished or to be furnished to Tenant upon credit, and that no
mechanic's lien or other lien for any such labor, services, materials, supplies,
machinery, fixtures or equipment shall attach to or affect the estate or
interest of Landlord in and to the Premises, or any portion thereof.

      SECTION 9.2 REMOVAL OF LIENS. Except as otherwise provided for in this
Article IX, Tenant shall not create, permit or suffer, and shall promptly
discharge and satisfy of record, any

                                       23

<PAGE>

other lien, encumbrance, charge, security interest, or other right or interest
which shall be or become a lien, encumbrance, charge or security interest upon
the Premises, or any portion thereof, or the income therefrom, or on the
interest of Landlord or Tenant in the Premises, or any portion thereof, save and
except for those liens, encumbrances, charges, security interests, or other
rights or interests consented to in advance, in writing, by Landlord, or those
mortgages, assignments of rents, assignments of leases and other mortgage
documentation placed thereon by Landlord in financing or refinancing the
Premises. This prohibition shall not apply to any of Tenant's personal property,
fixtures or equipment in the Premises and Landlord's consent shall not be
required for any financing secured thereby.

                                   ARTICLE X.
                                INTENT OF PARTIES

      SECTION 10.1 NET LEASE. Landlord and Tenant do each state and represent
that it is the intention of each of them that this Lease be interpreted and
construed as an absolute net lease on the terms and conditions set forth herein
and all Basic Rent and Additional Rent shall be paid by Tenant to Landlord
without abatement, deduction, diminution, deferment, suspension, reduction or
setoff, except as otherwise specifically provided in this Lease, and the
obligations of Tenant shall not be affected by reason of damage to or
destruction of the Premises from whatever cause (except as provided for in
Article XII hereof); nor shall the obligations of Tenant be affected by reason
of any condemnation, eminent domain or like proceedings (except as provided in
Article XIII hereof); nor shall the obligations of Tenant be affected by reason
of any other cause whether similar or dissimilar to the foregoing or by any laws
or customs to the contrary. It is the further express intent of Landlord and
Tenant that (a) the Basic Rent and Additional Rent, and all other charges and
sums payable by Tenant hereunder, shall commence at the times provided herein
and shall continue to be payable in all events unless the obligations to pay the
same shall be terminated pursuant to an express provision in this Lease; and (b)
all costs or expenses of whatsoever character or kind except as expressly
provided otherwise in this Lease, general or special, ordinary or extraordinary,
foreseen or unforeseen, and of every kind and nature whatsoever that may be
necessary or required in and about the Premises, or any portion thereof, and
Tenant's possession or authorized use thereof during the term of this Lease,
shall be paid by Tenant and all provisions of this Lease are to be interpreted
and construed in light of the intention expressed in this Section 10.1; and (c)
the Base Rent specified in Section 2.2 shall be absolutely net to Landlord so
that this Lease shall yield net to Landlord the Basic Rent specified in Section
2.2 in each year during the term of this Lease (unless extended or renewed at a
different Basic Rent), except as expressly provided otherwise herein.

                                   ARTICLE XI.
                               DEFAULTS OF TENANT

      SECTION 11.1 EVENT OF DEFAULT. If any one or more of the following events
(sometimes called "Events of Default") shall happen:

      (a)   If Tenant shall violate, by operation of law or otherwise, any
            provision of Article XIV hereof relating to assignment, sublease,
            mortgage or other transfer of Tenant's interest in this Lease or in
            the Premises or in the income arising

                                       24

<PAGE>

            therefrom and such violation shall continue for a period of thirty
            (30) days after written notice thereof given by Landlord to Tenant;

      (b)   If Tenant shall fail to pay any Basic Rent or Additional Rent
            payable under this Lease or any other obligation hereunder to be
            paid by Tenant, within five (5) days after written notice that the
            same was not received when due;

      (c)   If Tenant shall fail to keep, observe or perform any of the terms
            contained in this Lease, other than those referred to in
            Subparagraphs (a), (b), and (d) of this Section 11.1, which does not
            expose Landlord to criminal liability, and such failure shall
            continue for a period of 30 days after written notice thereof given
            by Landlord to Tenant, or in the case of such a default or
            contingency which cannot with due diligence and in good faith be
            cured within 30 days, and Tenant fails to proceed promptly and with
            due diligence and in good faith to cure the same and thereafter to
            prosecute the curing of such default with due diligence and in good
            faith, it being intended that in connection with a default which
            does not expose Landlord to criminal liability, not susceptible of
            being cured with due diligence and in good faith within 30 days,
            that the time allowed Tenant within which to cure the same shall be
            extended for such period as may be reasonably necessary for the
            curing thereof promptly with due diligence and in good faith;

      (d)   If Tenant shall fail to keep, observe or perform any of the terms
            contained in this Lease, other than those referred to in
            Subparagraphs (a), (b), and (c) of this Section 11.1, and which
            exposes Landlord to criminal liability, and such default shall
            continue after written notice thereof given by Landlord to Tenant,
            and Tenant fails to proceed timely and promptly with all due
            diligence and in good faith to cure the same and thereafter to
            prosecute the curing of such default with all due diligence, it
            being intended that in connection with a default which exposes
            Landlord to criminal liability that Tenant shall proceed immediately
            to cure or correct such condition with continuity and with all due
            diligence and in good faith;

then, and in any such event, Landlord, at any time thereafter may at its sole
option exercise any or all rights and remedies available to Landlord under this
Lease, at law or in equity, including without limitation termination of this
Lease, repossession of the Premises, and/or recovery of Landlord's damages, all
in accordance with applicable law.

      SECTION 11.2 SURRENDER OF PREMISES. Upon the occurrence of an Event of
Default by Tenant, at any time thereafter, with or without notice or demand
except as required by applicable laws and without limiting Landlord in the
exercise of any right or remedy which Landlord may have, Landlord shall be
entitled to terminate Tenant's right to possession of the Premises by any lawful
means, in which case this Lease shall not terminate (unless and until Landlord
gives written notice to Tenant of its intention to terminate this Lease), and
Tenant shall immediately surrender possession of the Premises to Landlord. In
such event, Landlord shall have the immediate right to enter upon the Premises,
and all portions thereof, and possess and repossess itself thereof, and remove
Tenant and all other persons and property from the Premises, and all

                                       25
<PAGE>

portions thereof, and may have, hold and enjoy the Premises and the right to
receive all rental and other income of and from the same.

      SECTION 11.3 RELETTING BY LANDLORD. At any time, or from time to time
after any termination of Tenant's right to possession of the Premises, Landlord
may relet the Premises, or any portion thereof, in the name of Landlord or
otherwise, for such term or terms (which may be greater or less than the period
which would otherwise have constituted the balance of the term of this Lease)
and on such conditions (which may include concessions or free rent) as Landlord,
in its uncontrolled discretion, may determine and may collect and receive the
rents therefor. Landlord shall in no way be responsible or liable for any
failure to relet the Premises, or any part thereof, or for any failure to
collect any rent due upon any such reletting provided that Landlord must make
reasonable efforts to mitigate its damages.

      SECTION 11.4 NON-TERMINATION OF LEASE. Unless and until Landlord gives
Tenant written notice stating specifically that Landlord has elected to proceed
under Section 11.5 hereof, no termination of Tenant's right to possession of the
Premises shall relieve Tenant of its liabilities and obligations under this
Lease, and such liabilities and obligations shall survive any such termination.
In the event of any such termination, whether or not the Premises, or any
portion thereof, shall have been relet, Tenant shall pay to Landlord a sum equal
to the Basic Rent, and the Additional Rent and any other charges required to be
paid by Tenant, up to the time of such termination of this Lease, and thereafter
Tenant, until the end of what would have been the term of this Lease in the
absence of such termination, shall be liable to Landlord for, and shall pay to
Landlord, as and for liquidated and agreed current damages for Tenant's default:

      (a)   The equivalent of the amount of the Basic Rent and Additional Rent
            which would be payable under this Lease by Tenant if this Lease were
            still in effect, less

      (b)   The net proceeds of any reletting effected pursuant to the
            provisions of Section 11.3 hereof after deducting all of Landlord's
            reasonable expenses in connection with such reletting including,
            without limitation, all repossession costs, brokerage commissions,
            legal expenses, reasonable attorney's fees, alteration costs, and
            expenses of preparation of the Premises, or any portion thereof, for
            such reletting.

      Tenant shall pay such current damages in the amount determined in
accordance with the terms of this Section 11.4, as set forth in a written
statement thereof from Landlord to Tenant (hereinafter called the "Deficiency"),
to Landlord in monthly installments on the days on which the Basic Rent would
have been payable under this Lease if this Lease were still in effect, and
Landlord shall be entitled to recover from Tenant each monthly installment of
the Deficiency as the same shall arise.

      SECTION 11.5 TERMINATION OF LEASE. At any time after an Event of Default,
whether before or after termination of Tenant's right to possession of the Lease
Premises, whether or not Landlord shall have collected any monthly Deficiency as
set forth in Section 11.4, Landlord shall be entitled to terminate this Lease
and recover from Tenant, and Tenant shall pay to Landlord, on demand, as and for
final damages for Tenant's default, an amount equal to the difference

                                       26
<PAGE>

between the then present worth of the aggregate of the Basic Rent and Additional
Rent and any other charges to be paid by Tenant hereunder for the unexpired
portion of the term of this Lease (assuming this Lease had not been so
terminated), and the then present worth of the then aggregate fair and
reasonable fair market rent of the Premises for the same period. In the
computation of present worth, a discount at the rate of 6% per annum shall be
employed. If the Premises, or any portion thereof, be relet by Landlord for the
unexpired term of this Lease, or any part thereof, before presentation of proof
of such damages to any court, commission or tribunal, the amount of rent
reserved upon such reletting shall, prima facie, be the fair and reasonable fair
market rent for the part or the whole of the Premises so relet during the term
of the reletting. Nothing herein contained or contained in this Article XI shall
limit or prejudice the right of Landlord to prove for and obtain, as damages by
reason of such termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in which, such damages are to be proved, whether or not such amount be greater,
equal to or less than the amount of the difference referred to above.

      SECTION 11.6 NO WAIVER. No failure by Landlord or by Tenant to insist upon
the performance of any of the terms of this Lease or to exercise any right or
remedy consequent upon a breach thereof, and no acceptance by Landlord of full
or partial rent from Tenant or any third party during the continuance of any
such breach, shall constitute a waiver of any such breach or of any of the terms
of this Lease, except that acceptance of any late payment shall waive the
default with respect to such payment. None of the terms of this Lease to be
kept, observed or performed by Landlord or by Tenant, and no breach thereof,
shall be waived, altered or modified except by a written instrument executed by
Landlord and/or by Tenant, as the case may be. No waiver of any breach shall
affect or alter this Lease, but each of the terms of this Lease shall continue
in full force and effect with respect to any other then existing or subsequent
breach of this Lease. No waiver of any default of Tenant or Landlord herein
shall be implied from any omission by Landlord or Tenant (as applicable) to take
any action on account of such default, if such default persists or is repeated
and no express waiver shall affect any default other than the default specified
in the express waiver and that only for the time and to the extent therein
stated. One or more waivers shall not be construed as a waiver of a subsequent
breach of the same covenant, term or condition.

      SECTION 11.7 REMEDIES. In the event of any breach by Tenant or Landlord of
any of the terms contained in this Lease, the other party shall be entitled to
enjoin such breach and shall have the right to invoke any right or remedy
allowed at law or in equity or by statute or otherwise as though entry, reentry,
summary proceedings and other remedies were not provided for in this Lease. Each
remedy or right of a party provided for in this Lease shall be cumulative and
shall be in addition to every other right or remedy provided for in this Lease,
or now or hereafter existing at law or in equity or by statute or otherwise, and
the exercise or the beginning of the exercise by a party of any one or more of
such rights or remedies shall not preclude the simultaneous or later exercise by
such party of any or all other rights or remedies. Notwithstanding the
foregoing, Landlord shall not be in breach of this Lease and Tenant shall not
exercise any of its rights or remedies for such breach unless and until the
notice(s) have been given and cure period expired as provided under Section
15.2.

                                       27
<PAGE>

      SECTION 11.8 BANKRUPTCY. If during the term of this Lease, (a) Tenant
shall make an assignment for the benefit of creditors, (b) a voluntary petition
be filed by Tenant under any law having for its purpose the adjudication of
Tenant a bankrupt, or Tenant be adjudged a bankrupt pursuant to an involuntary
petition in bankruptcy, (c) a receiver be appointed for the property of Tenant,
or (d) any department of the state or federal government, or any officer thereof
duly authorized, shall take possession of the business or property of Tenant,
the occurrence of any such contingency shall be deemed a breach of the Lease and
this Lease shall, ipso facto upon the happening of any of said contingencies, be
terminated and the same shall expire as fully and completely as if the day of
the happening of such contingency were the date herein specifically fixed for
the expiration of the term, and Tenant will then quit and surrender the
Premises, but Tenant shall remain liable as hereinafter provided.
Notwithstanding other provisions of this Lease, or any present or future law,
Landlord shall be entitled to recover from Tenant or Tenant's estate (in lieu of
the equivalent of the amount of all rent and other charges unpaid at the date of
such termination) as damages for loss of the bargain and not as a penalty, an
aggregate sum which at the time of such termination represents the difference
between the then present worth of the aggregate of the Basic Rent and Additional
Rent and any other charges payable by Tenant hereunder that would have accrued
for the balance of the term of this Lease (assuming this Lease had not been so
terminated), over the then present worth of the aggregate fair market rent of
the Premises for the balance of such period, unless any statute or rule of law
covering the proceedings in which such damages are to be proved shall limit the
amount of such claim capable of being so proved, in which case Landlord shall be
entitled to prove as and for damages by reason of such breach and termination of
this Lease the maximum amount which may be allowed by or under any such statute
or rule of law without prejudice to any rights of Landlord against any guarantor
of Tenant's obligations herein. In the computation of present worth, a discount
rate of 6% per annum shall be employed. Nothing contained herein shall limit or
prejudice Landlord's right to prove and obtain as damages arising out of such
breach and termination the maximum amount allowed by any such statute or rule of
law which may govern the proceedings in which such damages are to be proved,
whether or not such amount be greater, equal to, or less than the amount of the
excess of the present value of the rent and other charges required herein over
the present value of the fair market rents referred to above. Specified remedies
to which Landlord may resort under the terms of this Section 11.8 are cumulative
and are not intended to be exclusive of any other remedies or means of redress
to which Landlord may be lawfully entitled.

                                  ARTICLE XII.
                           DESTRUCTION AND RESTORATION

      SECTION 12.1 LANDLORD'S REPAIR OBLIGATIONS. If the Premises, Common Areas,
the Park or any improvements thereto shall be damaged by fire or other casualty
for which Landlord is carrying or required by this Lease to carry insurance,
then Landlord shall immediately and with all due diligence commence and complete
the repair of such damage (including damage to all personal property, fixtures
and improvements in the Premises owned by Landlord and used by Tenant), unless
this Lease is terminated as provided herein. In the event the damage or
destruction is an insured loss, for so long as Landlord is diligently pursuing
collection of the insurance proceeds, the time period for Landlord to commence
repair shall be extended until the proceeds are received. From the date the
damage occurs to the date the repairs are complete, any rent due hereunder shall
be reduced by the same percentage as the percentage of the Premises

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<PAGE>

which are damaged or destroyed, except to the extent that Tenant receives the
proceeds of rental or business interruption insurance applicable to such rents.
Anything herein to the contrary notwithstanding, if any damage or destruction to
the Premises from any cause whatsoever is not, or in Landlord's reasonable
judgment cannot be, repaired within two hundred seventy (270) days after receipt
of insurance proceeds and building permits, then Landlord shall give Tenant
notice thereof, and thereafter either Tenant or Landlord may terminate this
Lease by delivering written notice to the other within thirty (30) days of the
date of Landlord's notice. In addition, if any damage or destruction to the
Premises from any cause whatsoever occurs and (a) the cost to repair such damage
exceeds fifty percent (50%) of the replacement cost of the Premises, (b) the
portion of damage or destruction that is uninsurable through reasonable
insurance policies typically maintained by landlords in the Greater
Seattle-Bellevue-Renton metropolitan area exceeds $100,000, or (c) the cost of
restoration exceeds available insurance proceeds by more than $100,000; and
Landlord elects not to repair such damage, then Landlord shall have the right to
terminate this Lease by written notice to Tenant given within sixty (60) days
after the date of such determination by Landlord, In addition, if any damage or
destruction to the Premises from any cause whatsoever occurs and such damage is
not repaired within two hundred seventy (270) days after receipt of insurance
proceeds and building permits, then Tenant may terminate this Lease by
delivering written notice to Landlord prior to Landlord's tender of possession.

      In no event shall Landlord be obligated to repair or restore any special
equipment or improvements installed by Tenant. Tenant agrees that promptly after
completion of such work by Landlord, it will proceed with reasonable diligence
and at its sole cost and expense to rebuild, repair and/or replace its signs,
fixtures and equipment used by Tenant to the extent Tenant deems necessary for
its operations in the Premises.

      Notwithstanding anything to the contrary herein contained, in the event
the Premises shall be damaged or destroyed by fire or otherwise in excess of
thirty percent (30%) of the full replacement cost of the Premises during the
last twelve (12) months of the Term, either party shall have the option to
terminate this Lease as of the date of such damage or destruction by giving
written notice to the other party within ninety (90) days following the date of
such damage or destruction unless Tenant exercises at least one Renewal Term
option within ten (10) days of Landlord's notice.

      SECTION 12.2 OTHER DAMAGE. In the event that more than fifty percent (50%)
of the value of the Park is damaged or destroyed by fire or other casualty, and
irrespective of whether such damage or destruction can be repaired within one
hundred eighty (180) days thereafter, then Landlord, at its option, by written
notice to the other party mailed within ninety (90) days from the date of such
damage or destruction, may terminate this Lease effective upon a date within
ninety (90) days from the date of such notice provided that Landlord must
terminate the leases of all its tenants in the Park.

      SECTION 12.3 RENT APPORTIONMENT. In the event of a termination of this
Lease pursuant to this Article XII, the Basic Rent and Additional Rent shall be
apportioned on a per diem basis and paid to the date of such termination,
provided, however, that if the Premises are damaged or destroyed, Basic Rent and
Additional Rent shall be proportionately reduced from the date of such

                                       29
<PAGE>

damage or destruction based upon the extent to which the damage and making of
repairs shall reasonably interfere with the business carried on by Tenant in the
Premises.

                                  ARTICLE XIII.
                                  CONDEMNATION

      SECTION 13.1 GENERAL RIGHTS UPON CONDEMNATION. If the whole or any
substantial portion of the Premises shall be taken under the power of eminent
domain, or conveyed in lieu thereof ("taken"), then this Lease shall terminate
as to the part so taken on the day when Tenant or Landlord is required to yield
possession thereof. Landlord shall make such repairs and alterations as may be
necessary in order to restore the part not taken to a condition satisfactory for
Tenant's use, and any rent due hereunder shall abate upon that portion of the
Premises which cannot reasonably be used by Tenant for operation of its business
while such repairs are being made. The Basic Rent and Additional Rent due
hereunder shall thereafter be fairly and equitably reduced in accordance with
the portion so condemned or taken effective as of the date of such condemnation
or taking. The foregoing notwithstanding, Landlord's expenses in restoring,
repairing and altering in the event of a condemnation shall be limited to
available condemnation proceeds after deducting the reasonable cost of
recovering the same but if Landlord does not fully restore the Premises Tenant
may either terminate this Lease or elect to keep this Lease in effect but pay
equitably reduced rent based on the degree of interference with its use. In
addition, if (a) in Tenant's reasonable judgment, the portion of the Premises so
taken materially adversely impairs the economic viability of the business then
being operated in the Premises, (b) more than twenty percent (20%) of the
parking in the Park is taken, or (c) more than thirty-five percent (35%) of the
Premises are taken, then Tenant, or Landlord in the event subsection (c) shall
occur, shall have the option to terminate this Lease at any time within sixty
(60) days after Tenant or Landlord is required to yield possession of the area
so taken, and Basic Rent and Additional Rent shall be abated from the date of
the taking pro rata in accordance with the portion of the Premises as to which
this Lease is terminated incident to the taking. In addition, if more than
thirty percent (30%) of the buildings upon the Park, including the Premises,
shall be taken at any time and Landlord elects not to repair, alter, rebuild or
reconstruct, then Landlord shall have the right to terminate this Lease by
written notice to Tenant given within sixth (60) days after the date of such
taking provided that Landlord terminates the leases of all its tenants in the
Park.

      SECTION 13.2 AWARD. The entire compensation award therefor, including, but
not limited to, all damages as compensation for diminution in value of the
leasehold, the reversion or the fee, shall belong to Landlord without any
deductions therefrom or any present or future estate of Tenant, and Tenant
hereby assigns to Landlord all of its right, title and interest in any such
award. Tenant shall have the right to claim and recover from the condemning
authority, but not from Landlord, such compensation as may be separately awarded
or recoverable by Tenant, in Tenant's own right on account of Tenant's
relocation expenses and any and all damage to Tenant's business by reason of the
condemnation and for or on account of any cost or loss which Tenant might incur
in removing Tenant's merchandise, furniture, fixtures, leasehold improvements
and equipment; provided, however, Tenant shall have no right to receive any
award for its interest in this Lease or for the loss of leasehold, and provided
further, however, Tenant shall not be entitled to claim any award to the extent
the award to Landlord would be reduced below the amount that would be allowed to
Landlord absent such claim by Tenant.

                                       30
<PAGE>

                                  ARTICLE XIV.
                          ASSIGNMENT, SUBLETTING, ETC.

      SECTION 14.1 RESTRICTION ON TRANSFER. Except as permitted in Section 14.5
below, Tenant shall not sublet the Premises, or any portion thereof, nor assign,
mortgage, pledge, transfer or otherwise encumber or dispose of this Lease, or
any interest therein, or in any manner assign, mortgage, pledge, transfer or
otherwise encumber or dispose of its interest or estate in the Premises, or any
portion thereof, without obtaining Landlord's prior written consent in each and
every instance, which consent shall not be unreasonably withheld, conditioned or
delayed. For purposes of this Article XIV, a change in control of Tenant,
however effected, including by operation of law, shall be deemed an assignment
of this Lease; "control" shall mean the possession of the power to direct or
cause the direction of the management and policies of Tenant, whether through
ownership of voting securities, contract or otherwise. The immediately preceding
sentence, however, shall not be applicable to any Tenant corporation the
outstanding voting stock of which is listed on a national securities exchange.
In determining whether or not to grant its consent to the Tenant's sublet or
assignment request, Landlord may consider any reasonable factor, including
without limitation, the following:

      (i)   financial strength of the proposed subtenant/assignee, as evidenced
            by financial statements prepared by an independent public
            accountant, reasonably satisfactory to Landlord;

      (ii)  business reputation of the proposed subtenant/assignee satisfactory
            to Landlord; and

      (iii) use of the Premises by the proposed subtenant/assignee will be only
            for the Permitted Use and will not violate this Lease.

      In addition to the foregoing requirements of this Section 14.1, Landlord's
consent to any such proposed transfer and Tenant's right to make a Permitted
Transfer (defined in Section 14.5) are each conditioned upon Tenant complying
with the following requirements:

      (a)   Any assignment of this Lease shall transfer to the assignee all of
            Tenant's right, title and interest in this Lease and all of Tenant's
            estate or interest in the Premises.

      (b)   At the time of any assignment or subletting, and at the time when
            Tenant requests Landlord's written consent thereto, this Lease must
            be in full force and effect, without any uncured Event of Default.

      (c)   Any such assignee shall assume, by written, recordable instrument,
            in form and content satisfactory to Landlord, the due performance of
            all of Tenant's obligations thereafter arising under this Lease, and
            such assumption agreement shall state that the same is made by the
            assignee for the express benefit of Landlord as a third party
            beneficiary thereof. A copy of the assignment and assumption
            agreement, both in form and content reasonably satisfactory to
            Landlord, fully executed and acknowledged by assignee, together with
            a certified

                                       31
<PAGE>

            copy of a properly executed corporate resolution (if the assignee be
            a corporation) authorizing the execution and delivery of such
            assumption agreement, shall be provided to Landlord at least ten
            (10) days prior to the effective date of such assignment.

      (d)   In the case of a subletting, a copy of any sublease fully executed
            and acknowledged by Tenant and the sublessee shall be provided to
            Landlord at least ten (10) days prior to the effective date of such
            subletting, which sublease shall be in form and content reasonably
            acceptable to Landlord.

      (e)   Such assignment or subletting shall be subject to all the
            provisions, terms, covenants and conditions of this Lease, and
            Tenant-assignor (and the guarantor or guarantors of this Lease, if
            any) and the assignee or assignees shall each execute any document
            reasonably requested by Landlord affirming that they continue to be
            and remain liable under this Lease and any guaranty, as applicable,
            as such may be amended from time to time without notice to any
            assignor of Tenant's interest or to any guarantor.

      (f)   Each sublease permitted under Section 14.1 or Section 14.5 shall
            contain provisions to the effect that (i) such sublease is only for
            actual use and occupancy by the sublessee; (ii) such sublease is
            subject and subordinate to all of the terms, covenants and
            conditions of this Lease and to all of the rights of Landlord
            thereunder; and (iii) in the event this Lease shall terminate before
            the expiration of such sublease, the sublessee thereunder will, at
            Landlord's option, attorn to Landlord and waive any rights the
            sublessee may have to terminate the sublease or to surrender
            possession thereunder, as a result of the termination of this Lease.

      (g)   Tenant agrees to pay on behalf of Landlord any and all reasonable
            costs of Landlord, including reasonable attorney's fees paid or
            payable to outside counsel, occasioned by such assignment or
            subletting up to a maximum of $5,000.

      SECTION 14.2 RESTRICTION FROM FURTHER ASSIGNMENT. Notwithstanding anything
contained in this Lease to the contrary and notwithstanding any consent by
Landlord to any sublease of the Premises, or any portion thereof, or to any
assignment of this Lease or of Tenant's interest or estate in the Premises, no
sublessee shall assign its sublease nor further sublease the Premises, or any
portion thereof, and no assignee shall further assign its interest in this Lease
or its interest or estate in the Premises, or any portion thereof, nor sublease
the Premises, or any portion thereof, without Landlord's prior written consent
in each and every instance. No such assignment or subleasing shall relieve
Tenant from any of Tenant's obligations contained in this Lease.

      SECTION 14.3 TENANT'S FAILURE TO COMPLY. Tenant's failure to comply with
all of the foregoing provisions and conditions of this Article XIV shall
(whether or not Landlord's consent is required under this Article), at
Landlord's option, render any purported assignment or subletting null and void
and of no force and effect.

                                       32
<PAGE>

      SECTION 14.4 SHARING OF EXCESS RENT. If Landlord consents to Tenant
assigning its interest under this Lease or subletting all or any portion of the
Premises (other than a Permitted Transfer), Tenant shall pay to Landlord (in
addition to Rent and all other amounts payable by Tenant under this Lease) fifty
percent (50%) of the consideration payable by such assignee or subtenant
(excluding any affiliate of Tenant or Tenant's parent) in excess of the Rent
otherwise payable by Tenant from time to time under this Lease, after deducting
from such excess rents all of Tenant's reasonable expenses in connection with
such assigning or subletting, including, without limitation, all brokerage
commissions, legal expenses, reasonable attorneys' fees, alteration costs, and
expenses of preparation of Premises, or portion thereof, for such assigning or
subletting. For the purposes of this computation, the additional amount payable
by Tenant shall be determined by application of the rental rate per square foot
for the Premises or any portion thereof sublet. Said additional amount shall be
paid to Landlord immediately upon receipt by Tenant of such consideration from
the assignee or subtenant.

      SECTION 14.5 PERMITTED TRANSFERS. Notwithstanding Section 14.1, Tenant may
sublet or assign all or part of its interest in this Lease or all or part of the
Premises (a "Permitted Transfer") to the following types of entities (a
"Permitted Transferee") without the written consent of Landlord:

      (i)   any person or entity which, directly or indirectly, through one or
            more intermediaries, controls, is controlled by, or is under common
            control with Tenant;

      (ii)  any corporation, limited partnership, limited liability partnership,
            limited liability company or other business entity in which or with
            which Tenant, or its corporate successors or assigns, is merged or
            consolidated, in accordance with applicable statutory provisions
            governing merger and consolidation of business entities, so long as
            (A) Tenant's obligations hereunder are assumed by the entity
            surviving such merger or created by such consolidation; and (B) the
            Tangible Net Worth (defined below) of the surviving or created
            entity is not less than $40 million as of the date of the transfer;
            or

      (iii) any corporation, limited partnership, limited liability partnership,
            limited liability company or other business entity acquiring all or
            substantially all of Tenant's assets if such entity's Tangible Net
            Worth after such acquisition is not less than $40 million as of the
            date of the transfer.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant
shall remain liable for the performance of all of the obligations of Tenant
hereunder, or if Tenant no longer exists because of a merger, consolidation, or
acquisition, the surviving or acquiring entity shall expressly assume in writing
the obligations of Tenant hereunder. Additionally, the Permitted Transferee
shall comply with all of the terms and conditions of this Lease, and the use of
the Premises by the Permitted Transferee may not violate any other agreements
affecting the Premises, the Building or the Park, Landlord or other tenants of
the Park. No later than five (5) business days after the effective date of any
Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the
instrument effecting any of the foregoing transfers,

                                       33
<PAGE>

(B) documentation establishing Tenant's satisfaction of the requirements set
forth above applicable to any such transfer, and (C) evidence of insurance as
required under this Lease with respect to the Permitted Transferee. The
occurrence of a Permitted Transfer shall not waive Landlord's rights as to any
subsequent transfers. "Tangible Net Worth" means the excess of total assets over
total liabilities, in each case as determined in accordance with generally
accepted accounting principles consistently applied ("GAAP"), excluding,
however, from the determination of total assets all assets which would be
classified as intangible assets under GAAP including goodwill, licenses,
patents, trademarks, trade names, copyrights, and franchises. Any subsequent
transfer by a Permitted Transferee shall be subject to the terms of this Article
XIV.

                                   ARTICLE XV.
                         SUBORDINATION, NONDISTURBANCE,
                       NOTICE TO MORTGAGEE AND ATTORNMENT

      SECTION 15.1 SUBORDINATION BY TENANT. This Lease and all rights of Tenant
therein, and all interest or estate of Tenant in the Premises, or any portion
thereof, shall be subject and subordinate to the lien of any mortgage, deed of
trust, security instrument or other document of like nature ("Mortgage"), which
at any time may be placed upon the Premises, or any portion thereof, by
Landlord, and to any replacements, renewals, amendments, modifications,
extensions or refinancing thereof, and to each and every advance made under any
Mortgage. In order to confirm such subordination, Tenant agrees at any time
hereafter, and from time to time on demand of Landlord, to execute and deliver
to Landlord any reasonable instruments, releases or other documents that may be
reasonably required for the purpose of subjecting and subordinating this Lease
to the lien of any such Mortgage, including an instrument in the form of EXHIBIT
C attached hereto. It is agreed, nevertheless, that so long as Tenant is not in
default in the payment of Basic Rent and Additional Rent and the performance and
observance of all covenants, conditions, provisions, terms and agreements to be
performed and observed by Tenant under this Lease, that such subordination
agreement or other instrument, release or document shall not interfere with,
hinder or molest Tenant's rights under this Lease, nor the right of Tenant to
continue to occupy the Premises, and all portions thereof, and to conduct its
business thereon in accordance with the covenants, conditions, provisions, terms
and agreements of this Lease. The lien of any such Mortgage shall not cover
Tenant's trade fixtures or other personal property located in or on the
Premises. Landlord shall request and diligently pursue a subordination and
non-disturbance agreement from the holder of any Mortgage in effect on the date
of this Lease in the form attached hereto as EXHIBIT C.

      SECTION 15.2 LANDLORD'S DEFAULT. In the event of any act or omission of
Landlord constituting a default by Landlord, Tenant shall not exercise any
remedy, except as specifically provided for in this Lease, until Tenant has
given Landlord prior written notice of such act or omission and until a 30-day
period of time to allow Landlord or the mortgagee to remedy such act or omission
shall have elapsed following the giving of such notice; provided, however, if
such act or omission cannot, with due diligence and in good faith, be remedied
within such 30-day period, the Landlord and/or mortgagee shall be allowed such
further period of time as may be reasonably necessary provided that it shall
have commenced remedying the same with due diligence and in good faith within
said 30-day period. In the event Landlord's act or omission

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<PAGE>

which constitutes a Landlord's default hereunder results in an immediate threat
of bodily harm to Tenant's employees, agents or invitees, or damage to Tenant's
property Tenant may proceed to cure the default without prior notice to Landlord
provided, however, in that event Tenant shall give written notice to Landlord as
soon as possible after commencement of such cure. Nothing herein contained shall
be construed or interpreted as requiring any mortgagee to remedy such act or
omission.

      SECTION 15.3 ATTORNMENT. If any mortgagee shall succeed to the rights of
Landlord under this Lease or to ownership of the Premises, whether through
possession or foreclosure or the delivery of a deed to the Premises, then, upon
the written request of such mortgagee so succeeding to Landlord's rights
hereunder, Tenant shall attorn to and recognize such mortgagee as Tenant's
landlord under this Lease, and shall promptly execute and deliver any instrument
that such mortgagee may reasonably request to evidence such attornment (whether
before or after making of the mortgage). In the event of any other transfer of
Landlord's interest hereunder, upon the written request of the transferee and
Landlord, Tenant shall attorn to and recognize such transferee as Tenant's
landlord under this Lease and shall promptly execute and deliver any instrument
that such transferee and Landlord may reasonably request to evidence such
attornment. Any party to whom Tenant is asked to attorn must agree to assume and
perform Landlord's obligations under this Lease.

                                  ARTICLE XVI.
                                      SIGNS

      SECTION 16.1 TENANT'S SIGNS. Tenant may, at its sole cost and expense,
erect signs on the exterior or interior of the Building, provided that such sign
or signs (a) do not cause any structural damage or other damage to the Building;
(b) do not violate applicable governmental laws, ordinances, rules or
regulations; (c) do not violate any existing restrictions affecting the
Premises; (d) are in accordance with the sign standards for Willows Commerce
Park set forth on EXHIBIT D attached hereto; and (e) all signage is approved by
Landlord (which approval shall not be unreasonably withheld) and the City of
Redmond. Tenant, upon vacation of the Premises, or the removal or alteration of
its signs for any reason, shall be responsible for the repair, painting and/or
replacement of the Building fascia surface where signs are attached.

                                  ARTICLE XVII.
                                REPORTS BY TENANT

      SECTION 17.1 ANNUAL STATEMENTS. Upon request by Landlord at any time after
90 days after the end of the applicable fiscal year of Tenant or at any time in
the event of a proposed refinance or sale of the Property, if such statements
are not available from a public source such as SEC.gov, Tenant shall deliver to
Landlord promptly after written request a financial statement or annual report
of Tenant for such fiscal year, and a financial statement or annual report of
any guarantor of Tenant's obligations under this Lease for such guarantor's
fiscal year, which finance statement(s) or annual report(s) shall be prepared in
accordance with generally accepted accounting principles and prepared by an
independent certified public accountant and certified by an officer of Tenant or
guarantor, as applicable, as true, accurate and correct in all material

                                       35
<PAGE>

respects. Landlord acknowledges that Tenant's financial statements are currently
presented in a consolidated format with that of its parent company.

                                 ARTICLE XVIII.
                             CHANGES AND ALTERATIONS

      SECTION 18.1 TENANT'S CHANGES AND ALTERATIONS. Tenant shall not make any
modifications, improvements, alterations, additions or installations in or to
the Premises (hereinafter referred to in this paragraph as the "work") without
Landlord's prior written consent, which consent shall not be unreasonably
withheld or delayed. Along with any request for Landlord's consent and before
commencement of any work or delivery of any materials to be used in any work to
the Premises or into the Park, Tenant shall furnish Landlord with plans and
specifications, names and addresses of contractors. Unless Landlord, in its
consent, in writing, states that upon expiration or termination of the Term of
this Lease, Landlord will require Tenant to remove all or any of the proposed
alterations described in Tenant's plans and specifications and restore the
Premises to the same condition they were immediately prior to such alterations,
then Landlord shall not have the right, pursuant to Section 19.19, to require
removal thereof as otherwise set forth in Section 19.19. Tenant shall not be
required to remove any of the following items: wall coverings, floor coverings,
structural changes, offices or other improvements comparable to those in the
Premises on the date hereof. Tenant agrees to defend and hold Landlord harmless
from any and all liens, claims and liabilities of any kind and description which
may arise out of or be connected in any way with said modifications,
improvements, alterations, additions or installations. All such work shall be
done only by contractors or mechanics reasonably approved by Landlord. Tenant
shall pay the cost of all such modifications, improvements, alterations,
additions or installations. Upon completion of the work, Tenant shall furnish
Landlord with contractor's affidavits and full and final waivers of liens. All
such work shall comply with all insurance requirements and all laws, ordinances,
rules and regulations of all governmental authorities and shall be constructed
in a good and workmanlike manner. Tenant shall permit Landlord to inspect
construction operations in connection with any such work. Tenant or Tenant's
contractor shall perform all work in such manner as to avoid materially
interfering with Landlord's operation of the Park. Notwithstanding anything to
the contrary contained herein, Tenant shall be permitted to perform work not
affecting the structural, electrical or mechanical systems of the Premises or
the Park which does not in the aggregate cost more than $50,000 in any twelve
(12) month period (but subject to all the other terms of this Section 18 other
than the requirement to obtain Landlord's prior consent to such work.

                                  ARTICLE XIX.
                            MISCELLANEOUS PROVISIONS

      SECTION 19.1 ENTRY BY LANDLORD. Landlord shall have the right to enter the
Premises for any reasonable purpose after providing a minimum of 48 hours'
informal notice to Tenant's designated employee of the need to access the
Premises, unless required by any governmental agency or emergency situation to
have earlier access. Tenant shall coordinate all access and Landlord shall be
accompanied by a designated representative of Tenant at all times. Nothing
herein contained shall imply any duty upon the part of Landlord to do any such
work which, under any provision of this Lease, Tenant may be required to perform
and the performance

                                       36
<PAGE>

thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to perform the same. Landlord may, during the progress of any work, keep and
store upon the Premises all necessary materials, tools and equipment. Landlord
shall not in any event be liable for inconvenience, annoyance, disturbance, loss
of business or other damage to Tenant by reason of making repairs or the
performance of any work in or about the Premises, or on account of bringing
material, supplies and equipment into, upon or through the Premises during the
course thereof, and the obligations of Tenant under this Lease shall not be
thereby affected in any manner whatsoever. Landlord shall use its best efforts
to avoid interfering with the conduct of Tenant's business.

      SECTION 19.2 EXHIBITION OF PREMISES. Landlord is hereby given the right
during usual business hours at any time during the term of this Lease after 24
hours' notice and in the company of Tenant's representative to enter upon the
Premises and to exhibit the same for the purpose of mortgaging, selling or
leasing the same (provided that prospective tenants may enter the Premises only
during the last twelve (12) months of the Term). During the final twelve (12)
months of the Term, Landlord shall be entitled to display on the Premises, in
such manner as to not unreasonably interfere with Tenant's business, signs
indicating that the Premises are for rent or sale and suitably identifying
Landlord or its agent. Tenant agrees that such signs may remain unmolested upon
the Premises and that Landlord may exhibit said premises to prospective tenants
during said period.

      SECTION 19.3 WAIVER. Except as otherwise expressly provided herein,
Landlord shall not be liable for any loss or damage to any person or property
sustained by Tenant, or other persons, which may be caused by theft, or by an
act or neglect of any tenant of the Park or by any other person in or about the
Building or Park. Neither Landlord nor any partner, director, officer, trustee,
agent, servant or employee of Landlord shall be liable to Tenant for any loss,
injury of damage to Tenant or to any other person, or to its or their property,
irrespective of the cause of such injury, damage or loss, except to the extent
caused by or resulting from the negligence or willful misconduct of Landlord,
its agents, servants or employees. Further, neither Landlord nor Tenant nor any
partner, director, officer, trustee, agent, servant or employee of Landlord or
Tenant shall be liable: (i) for any such damage caused by other tenants or
persons in, upon or about the Building, or caused by operations in construction
of any private, public or quasi-public work; or (ii) even if negligent, for
incidental or consequential damages, including lost profits, of the other party
or any person claiming through or under the other party.

      SECTION 19.4 INDEMNIFICATION. Except as otherwise provided herein, Tenant
covenants to indemnify, defend and hold harmless Landlord and its partners,
directors, officers, trustees, agents, employees, successors and assigns from
and against all claims, and all costs, expenses and liabilities incurred in
connection with such claims, including any action or proceeding brought thereon,
arising from or as a result of (1) the use or occupancy of the Premises or Park
by Tenant, its agents, employee, invitees or visitors, (2) any accident, injury,
loss, or damage whatsoever caused to any natural person, or to the property of
any person, alleged to have occurred on the Premises during the term of this
Lease, or (3) any alleged or proven negligence or willful misconduct of Tenant
or of any sublessee, concessionaire, licensee or departmental lessee of Tenant
or of the agents, contractors, servants or employees of Tenant or of any such
sublessee, concessionaire, licensee or departmental lessee of Tenant during the
term of this Lease

                                       37
<PAGE>

alleged or proven to have occurred in or about the Park exclusive of the
Premises; excepting, however, in each case, claims, accidents, injuries, loss or
damages to the extent the same arise from or as a result of any alleged or
proven negligence or willful misconduct of Landlord or its agents, contractors,
servants or employees (for which Landlord shall indemnify Tenant except as
otherwise expressly provided herein), except to the extent Tenant has waived a
claim against Landlord pursuant to Section 5.4. The provisions of this Section
19.4 shall survive the expiration or termination of this Lease.

      SECTION 19.5 NOTICES. All notices, demands and requests which may be or
are required to be given, demanded or requested by either party to the other
shall be in writing. All notices, demands and requests shall be sent by United
States registered or certified mail, postage prepaid or by a nationally
recognized independent overnight courier service, addressed as follows:

         To Landlord:     Willows Commerce Park
                          c/o Kessler & Kessler
                          1000 Marina Village Parkway, Suite 130
                          Alameda, CA 94501
                          Fax:(510)814-6609

           To Tenant:     TFS Electronic Manufacturing
                          1600 North Desert Drive
                          Tempe, AZ 85281-1230
                          Attn: George Pisaruk
                          Fax: (602)389-8832

or at such other place which is not a post office box as either party may from
time to time designate by written notice to the other. Notices, demands and
requests which shall be served upon Landlord by Tenant, or upon Tenant by
Landlord, in the manner aforesaid, shall be deemed to be sufficiently served or
given for all purposes hereunder on the earlier of actual receipt or the third
day after such notice, demand or request shall be mailed or delivered by
courier.

      SECTION 19.6 QUIET ENJOYMENT. Landlord covenants and agrees that Tenant,
upon paying the Basic Rent and Additional Rent, and upon observing and keeping
the covenants, agreements and conditions of this Lease on its part to be kept,
observed and performed, shall lawfully and quietly hold, occupy and enjoy the
Premises (subject to the provisions of this Lease) during the term of this Lease
without hindrance or molestation by Landlord or by any person or persons
claiming under Landlord.

      SECTION 19.7 LANDLORD'S CONTINUING OBLIGATIONS. The term "Landlord," as
used in this Lease so far as covenants or obligations on the part of Landlord
are concerned, shall be limited to mean and include only the owner or owners at
the time in question of the fee of the Premises, and in the event of any
transfer or transfers or conveyance of such interest the grantor shall be
automatically freed and relieved from and after the date of such transfer or
conveyance of all liability as respects the performance of any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be
performed that are assumed in writing by the transferee, provided that any funds
in the hands of such landlord or the then grantor at the time of such

                                       38
<PAGE>

transfer, in which Tenant has an interest, shall be deemed to have been turned
over to the grantee, and any amount then due and payable to Tenant by Landlord
or the then grantor under any provision of this Lease shall be paid to Tenant.
The covenants and obligations contained in this Lease on the part of Landlord
shall, subject to the aforesaid, be binding on Landlord's successors and
assigns, during and in respect of their respective successive periods of
ownership. Nothing herein contained shall be construed as releasing Landlord
from any obligation to complete the cure of any breach by Landlord during the
period of its ownership of the Premises.

      SECTION 19.8 ESTOPPEL. Landlord and Tenant shall, each without charge at
any time and from time to time, within ten (10) business days after written
request by the other party, certify by written instrument, duly executed,
acknowledged and delivered to any mortgagee, assignee of a mortgagee, proposed
mortgagee, or to any purchaser or proposed purchaser, or to any other person
dealing with Landlord, Tenant or the Premises:

      (a)   That this Lease (and all guaranties, if any) is unmodified and in
            full force and effect (or, if there have been modifications, that
            the same is in full force and effect, as modified, and stating the
            modifications);

      (b)   The dates to which the Basic Rent or Additional Rent have been paid
            in advance;

      (c)   Whether or not there are then existing any breaches or defaults by
            such party or the other party known by such party under any of the
            covenants, conditions, provisions, terms or agreements of this
            Lease, and specifying such breach or default, if any, or any setoffs
            or defenses against the enforcement of any covenant, condition,
            provision, term or agreement of this Lease (or of any guaranties)
            upon the part of Landlord or Tenant (or any guarantor), as the case
            may be, to be performed or complied with (and, if so, specifying the
            same and the steps being taken to remedy the same); and

      (d)   Such other statements or certificates as to factual matters as the
            recipient may reasonably request.

      It is the intention of the parties hereto that any statement delivered
pursuant to this Section 19.8 may be relied upon by any of such parties dealing
with Landlord, Tenant or the Premises. If Tenant does not deliver such statement
to Landlord within such ten (10) business day period, Landlord, and any
prospective purchaser or encumbrancer of the Premises or the Building, may
conclusively presume and rely upon the following facts: (i) that the terms and
provisions of this Lease have not been changed except as otherwise represented
by Landlord in the draft estoppel delivered to the Tenant for execution; (ii)
that this Lease has not been canceled or terminated and is in full force and
effect, except as otherwise represented by Landlord in the draft estoppel
delivered to the Tenant for execution; that the current amounts of the Basic
Rent and Security Deposit are as represented by Landlord in the draft estoppel
delivered to the Tenant for execution; that there have been no subleases or
assignments of the Lease; (iii) that not more than one month's Basic Rent or
other charges have been paid in advance; and (iv) that to Tenant's knowledge,
Landlord is not in default under the Lease. In such event, Tenant shall be
estopped from denying the truth of such facts.

                                       39
<PAGE>

      SECTION 19.9 RULES AND REGULATIONS. Tenant shall perform, observe and
comply with all reasonable nondiscriminatory rules and regulations established
by Landlord for the Park from time to time, including the Rules and Regulations
attached hereby as EXHIBIT E.

      SECTION 19.10 MEMORANDUM OF LEASE. Upon not less than ten (10) business
days prior written request by either party, the parties hereto agree to execute
and deliver to each other a Memorandum Lease, in recordable form, setting forth
(a) the date of this Lease; (b) the parties to this Lease; (c) the term of this
Lease; (d) the legal description of the Premises; and (e) such other matters
reasonably requested by Landlord to be stated therein. Landlord shall ensure
that any previously recorded memorandum of lease is released of record.

      SECTION 19.11 SEVERABILITY. If any covenant, condition, provision, term or
agreement of this Lease shall, to any extent, be held invalid or unenforceable,
the remaining covenants, conditions, provisions, terms and agreements of this
Lease shall not be affected thereby, but each covenant, condition, provision,
term or agreement of this Lease shall be valid and in force to the fullest
extent permitted by law. This Lease shall be construed and be enforceable in
accordance with the laws of the state in which the Premises are located.

      SECTION 19.12 SUCCESSORS AND ASSIGNS. The covenants and agreements herein
contained shall bind and inure to the benefit of Landlord, its successors and
assigns, and Tenant and its permitted successors and assigns.

      SECTION 19.13 CAPTIONS. The caption of each article of this Lease is for
convenience and reference only, and in no way defines, limits or describes the
scope or intent of such article or of this Lease.

      SECTION 19.14 RELATIONSHIP OF PARTIES. This Lease does not create the
relationship of principal and agent, or of partnership, joint venture, or of any
association or relationship between Landlord and Tenant, the sole relationship
between Landlord and Tenant being that of landlord and tenant.

      SECTION 19.15 ENTIRE AGREEMENT. All preliminary and contemporaneous
negotiations are merged into and incorporated in this Lease. This Lease together
with the Exhibits contains the entire agreement between the parties and shall
not be modified or amended in any manner except by an instrument in writing
executed by the parties hereto.

      SECTION 19.16 NO MERGER. There shall be no merger of this Lease or the
leasehold estate created by this Lease with any other estate or interest in the
Premises by reason of the fact that the same person, firm, corporation or other
entity may acquire, hold or own directly or indirectly, (a) this Lease or the
leasehold interest created by this Lease or any interest therein, and (b) any
such other estate or interest in the Premises, or any portion thereof. No such
merger shall occur unless and until all persons, firms, corporations or other
entities having an interest (including a security interest) in (1) this Lease or
the leasehold estate created thereby, and (2) any such other estate or interest
in the Premises, or any portion thereof, shall join in a written instrument
expressly effecting such merger and shall duly record the same.

                                       40
<PAGE>

      SECTION 19.17 POSSESSION AND USE. Tenant acknowledges that the Premises
are the property of Landlord and that Tenant has only the right to possession
and use thereof upon the covenants, conditions, provisions, terms and agreements
set forth in this Lease. This Lease does not create any rights to light or air
by means of openings in the walls of the Building, any rights or interests in
the parking facilities or other Common Areas, or any other rights, easements or
licenses, by implication or otherwise, except as expressly set forth in this
Lease. In particular, Landlord retains possession and control of the exterior of
the Building, including without limitation the roof, with is not included as
part of the Premises provided that Landlord shall not install or permit the
installation of any equipment on the roof after the date hereof that interferes
with any equipment in the Premises without Tenant's consent.

      SECTION 19.18 NO SURRENDER DURING LEASE TERM. No surrender to Landlord of
this Lease or of the Premises, or any portion thereof, or any interest therein,
prior to the expiration of the term of this Lease shall be valid or effective
unless agreed to and accepted in writing by Landlord and consented to in writing
by all mortgagees, and no act or omission by Landlord or any representative or
agent of Landlord, other than such a written acceptance by Landlord consented to
by all contract vendors and the mortgagees, as aforesaid, shall constitute an
acceptance of any such surrender.

      SECTION 19.19 SURRENDER OF PREMISES. At the expiration of the term of this
Lease, Tenant shall surrender the Premises in the same condition as the same
were in upon delivery of possession thereto at the Commencement Date of the term
of this Lease, reasonable wear and tear, alterations permitted hereunder and
damage by casualty excepted, and shall surrender all keys to the Premises to
Landlord at the place then fixed for the payment of Basic Rent and shall inform
Landlord of all combinations on locks, safes and vaults, if any. In particular,
upon expiration or termination of the Lease, Tenant will not sever, remove,
damage or destroy any of the computer and telecommunication lines, wires and
cables installed in the Premises unless expressly requested to do so by
Landlord. Tenant shall at such time remove all of its property therefrom and all
alterations and improvements placed thereon by Tenant, if so requested by
Landlord pursuant to Section 18.1. Tenant shall repair any damage to the
Premises caused by such removal, and any and all such property not so removed
shall, at Landlord's option, become the exclusive property of Landlord or be
disposed of by Landlord, at Tenant's cost and expense, without further notice to
or demand upon Tenant. If the Premises be not surrendered as above set forth,
Tenant shall indemnify, defend and hold Landlord harmless against loss or
liability resulting from the delay by Tenant in so surrendering the Premises,
including, without limitation any claim made by any succeeding occupant founded
on such delay. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this Lease.

      All property of Tenant not removed within 30 days after the last day of
the term of this Lease shall be deemed abandoned. Tenant hereby appoints
Landlord its agent to remove all property of Tenant from the Premises upon
termination of this Lease and to cause its transportation and storage for
Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall not
be liable for damage, theft, misappropriation or loss thereof and Landlord shall
not be liable in any manner in respect thereto. Tenant shall pay all costs and
expenses of such removal, transportation and storage. Tenant shall reimburse
Landlord upon demand for any expenses incurred by Landlord

                                       41
<PAGE>

with respect to removal or storage of abandoned property and with respect to
restoring said Premises to good order, condition and repair.

      SECTION 19.20 HOLDING OVER. In the event Tenant remains in possession of
the Premises after expiration of this Lease, and without the execution of a new
lease, it shall be deemed to be occupying the Premises as a tenant from month to
month, subject to all the provisions, conditions and obligations of this Lease
insofar as the same can be applicable to a month-to-month tenancy, except that
the Basic Rent shall be escalated to one hundred fifty percent (150%) of the
then current Basic Rent for the Premises.

      SECTION 19.21 APPROVALS. Any approval by Landlord or Landlord's architects
and/or engineers of any of Tenant's drawings, plans and specifications which are
prepared in connection with any construction of improvements respecting the
Premises shall not in any way be construed or operate to bind Landlord or to
constitute a representation or warranty of Landlord as to the adequacy or
sufficiency of such drawings, plans and specifications, or the improvements to
which they relate, for any reason, purpose or condition, but such approval shall
merely be the consent of Landlord, as may be required hereunder, in connection
with Tenant's construction of improvements relating to the Premises in
accordance with such drawings, plans and specifications. Unless a party's
consent or approval is permitted by the express terms of this Lease to be
withheld in such party's sole discretion, such approval or consent may not be
unreasonably withheld, delayed or conditioned by such party.

      SECTION 19.22 SURVIVAL. All obligations (together with interest or money
obligations at the Maximum Rate of Interest) accruing prior to expiration of the
term of this Lease shall survive the expiration or other termination of this
Lease.

      SECTION 19.23 ATTORNEYS' FEES. In the event of any litigation between the
parties hereto, declaratory or otherwise, in connection with or arising out of
this Lease, the prevailing party on each issue in dispute shall recover from the
nonprevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees, paralegal fees and other professional fees expended
or incurred in connection therewith as set by the trial court, including for
appeals, which shall be determined and fixed by the court as part of the
judgment. Tenant shall also indemnify Landlord against and hold Landlord
harmless from all costs, expenses, demands and liability incurred by Landlord if
Landlord becomes or is made a party to any claim or action (a) instituted by
Tenant, or by any third party against Tenant; (b) for foreclosure of any lien
for labor or material furnished to or for Tenant or such other person; (c)
otherwise arising out of or resulting from any act or transaction of Tenant or
such other person; or (d) necessary to protect Landlord's interest under this
Lease in a bankruptcy proceeding or other proceeding under Title 11 of the
United States Code, as amended. Tenant shall defend Landlord against any such
claim or action at Tenant's expense.

      SECTION 19.24 LANDLORD'S LIMITED LIABILITY. It is expressly understood and
agreed by and between the parties hereto, anything herein to the contrary
notwithstanding, that each and all of the representations, covenants,
undertakings and agreements herein made on the part of Landlord are intended not
as personal representations, covenants, undertakings and agreements of the
members, managers, shareholders, partners, trustees, directors, officers,
employees and

                                       42
<PAGE>

agents of Landlord, but are made and intended for the purpose of binding only
Landlord's interest in the Building and underlying land and the proceeds and
income therefrom and any insurance maintained therefor by Landlord. No personal
liability or personal responsibility is assumed by, nor shall at any time be
asserted or enforced against, any of the members, managers, shareholders,
partners, trustees, directors, officers, employees or agents of Landlord on
account of this Lease, on account of any covenant, undertaking or agreements in
this Lease contained (either expressed or implied), all such personal liability,
if any, being expressly waived and released by Tenant herein, and by all persons
claiming by, through or under Tenant. If Landlord shall fail to perform any
covenant, term or condition of this Lease upon Landlord's part to be performed,
and if as a consequence of such default Tenant shall recover a money judgment
against Landlord, such judgment shall be satisfied only out of the proceeds of
sale received upon execution of such judgment and levied thereon against the
right, title and interest of Landlord in the Building and underlying land and
the proceeds and income therefrom and any insurance maintained therefor by
Landlord, and neither Landlord nor its members, managers, shareholders,
partners, trustees, directors, officers, employees or agents nor any other
person or entity owning any interest in or affiliated with Landlord shall be
liable for any deficiency. The term "Landlord," as used in this Lease so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or owners at the time in question of the fee
of the Building and underlying land, and in the event of any transfer or
transfers or conveyance the then grantor shall be automatically freed and
relieved from and after the date of such transfer or conveyance of all liability
as respects the performance of any covenants or obligations on the part of
Landlord contained in this Lease thereafter to be performed provided such
obligations are assumed by Landlord's successor. The covenants and obligations
contained this Lease on the part of Landlord shall, subject to the aforesaid, be
binding on Landlord's successors and assigns, during and in respect of their
respective successive periods of ownership. Any claim which Tenant may have
against Landlord for default in performance of any of the obligations herein
contained to be kept and performed by Landlord shall be deemed waived as to the
transferor unless suit be brought thereon within eighteen (18) months of
Landlord's sale or conveyance of its interest in the Building and underlying
land.

      SECTION 19.25 BROKER. Tenant represents that Tenant has dealt directly
only with Pacific Real Estate Partners, Inc. (the "Tenant's Brokers"), as
broker, in connection with this Lease and that insofar as Tenant knows, no other
broker, on behalf of Tenant, negotiated or participated in negotiations of this
Lease or submitted or showed the Premises or is entitled to any commission in
connection therewith. Landlord represents that Landlord has dealt directly only
with Fazekas Retail Group, as broker, in connection with this Lease, and that
insofar as Landlord knows, no other broker, on behalf of Landlord, negotiated or
participated in negotiations of this Lease or submitted or showed the Premises
or is entitled to any commission in connection therewith. Landlord and Tenant
agree that no broker, including the Tenant's Brokers and Fazekas Retail Group,
shall be entitled to any commission in connection with the Renewal Term, as such
term is hereinafter defined, or any expansion of the Premises. Tenant shall
defend, indemnify and hold harmless Landlord from and against any and all claims
of brokers, finders or any like third party claiming any right to commission or
compensation by or through acts of Tenant in connection herewith other than the
Tenant's Brokers. Landlord shall be responsible for payment of a commission to
Fazekas Retail Group and shall cause Fazekas Retail Group to share its
commission with Tenant's Brokers, all such payments to be made in accordance
with written

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agreements between Landlord and Fazekas Retail Group or Tenant's Brokers, and
shall defend, indemnify and hold harmless Tenant from and against any and all
claims of brokers, finders or any like third party claiming any right to
commission or compensation by or through acts of Landlord in connection
herewith.

      SECTION 19.26 PREPARATION OF LEASE; GOVERNING LAW. Landlord and Tenant
have negotiated this Lease, have had an opportunity to be advised by legal
counsel respecting the provisions contained herein and have had the right to
approve each and every provision hereof; therefore, this Lease shall not be
construed against either Landlord or Tenant as a result of the preparation of
this Lease by or on behalf of either party. This Lease shall be governed by the
laws of the State of Washington. All covenants, conditions and agreements of
Tenant arising hereunder shall be performable in the county wherein the Premises
are located. Any suit arising from or relating to this Lease shall be brought in
the county wherein the Premises are located, and the parties hereto waive the
right to be sued elsewhere.

      SECTION 19.27 JOINT AND SEVERAL LIABILITY. All parties signing this Lease
as Tenant shall be jointly and severally liable for all obligations of Tenant.

      SECTION 19.28 TIME IS OF THE ESSENCE. Time is of the essence with respect
to the performance of every provision of this Lease.

      SECTION 19.29 WORDS AND PHRASES. Words and phrases used in the singular
shall be deemed to include the plural and vice versa, and nouns and pronouns
used in any particular gender shall be deemed to include any other gender.
Captions or headings throughout this Lease and the table of contents are
inserted only as a matter of convenience and are not to be given any effect
whatsoever in construing this Lease. Whenever locative adverbs, such as
"herein," "hereunder," etc., are used herein, they shall mean and refer to this
Lease in its entirety and not to any specific Section, paragraph or other part
of this Lease. "Business day" means days when national banks are open in
Seattle, Washington.

      SECTION 19.30 PRIOR AGREEMENTS. This Lease, together with the exhibits
attached hereto and the written agreements executed and/or delivered pursuant
hereto and/or executed and agreed to by Landlord and Tenant in connection
herewith, embody the entire agreement between the parties relating to the
subject matter hereof, and supersede all prior agreements and understandings
between the Landlord and Tenant, if any, relating to the subject matter hereof.

      SECTION 19.31 NO ORAL AMENDMENTS. This Lease can only be modified or
amended by an agreement in writing signed by the parties hereto. Except as
required by applicable law, no receipt of money by Landlord from Tenant or any
other person after termination of this Lease or after the service of any notice
or after the commencement of any suit, or after final judgment for possession of
the Premises, shall reinstate, continue or extend the Term of this Lease or
affect any such notice, demand or suit, or imply consent for any action for
which Landlord's consent is required, unless specifically agreed to in writing
by Landlord. Any amounts received by Landlord may be allocated to any specific
amounts due from Tenant to Landlord as Landlord determines.

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<PAGE>

      SECTION 19.32 TENANT DEFINED. The word "Tenant" as used in this Lease
shall mean each and every person, partnership or corporation who is mentioned as
Tenant herein or who executes this Lease as Tenant. If there shall be more than
one Tenant, they shall all be bound jointly and severally by the terms,
covenants and agreements herein.

      SECTION 19.33 AT&T WIRELESS COMMUNICATIONS EQUIPMENT. Tenant agrees that
Landlord or its tenant, AT&T Wireless, may install, maintain, repair, replace,
improve, alter and operate the cellular communications equipment and associated
lines and facilities currently located in and on the Building (collectively, the
"Antenna Equipment"). Landlord or AT&T Wireless shall have 24 hours, 7 days per
week access in and on the Building and Premises to service, maintain, repair,
replace and operate the Antenna Equipment, including without limitation access
to the common telephone data room within the interior of the Premises that
contains some of the Antenna Equipment; provided, however, that (i) AT&T
Wireless shall comply with all of Tenant's rules, regulations and procedures
with respect to security and safety and all of Tenant's requirements to maintain
the integrity of the manufacturing process, and (ii) AT&T Wireless shall only
have access to those areas absolutely necessary to get from the main entrance of
the Premises to the Antenna Equipment, and shall have no access to any other
portion of the Premises at any time or for any reason. In connection with the
foregoing, Landlord and AT&T, as applicable, shall take all reasonable steps to
minimize the interference with and disruption of Tenant's business activities in
the Premises. Tenant acknowledges that Landlord has granted AT&T Wireless use of
a portion of the Premises for the Antenna Equipment pursuant to that Option and
Lease Agreement dated December 27, 2000, as amended, between Landlord and AT&T
Wireless.

      SECTION 19.34 PERSONAL PROPERTY. Pursuant to the Termination Agreement
referenced in Section 19.35, certain furniture, fixtures, equipment and personal
property described in the Termination Agreement (collectively, the "Personalty")
is being abandoned by the prior tenant of the Premises and shall remain in the
Premises for the use of the Tenant during the Term. Tenant agrees to maintain,
repair and replace all such Personalty in good working order and condition
during the Term, except that Tenant may dispose of certain items of the
Personalty without the prior consent of Landlord if the cost of each item when
new is less than $1,000 and the aggregate cost for the Term of all such
Personalty when new is less than $20,000 (but in no event shall the work
stations, Cisco routers or building fixtures or "infrastructure" be subject to
disposal). All Personalty is being provided to Tenant in its "As Is" condition
without any representation or warranty of any kind whatsoever, including without
limitation its condition, suitability or usefulness for Tenant. Tenant shall
surrender the Premises and all Personalty (and any replacements thereto) to
Landlord upon the expiration or termination of this Lease in good working order
and condition (except that Tenant may deliver items of Personalty in the same
condition as received if any items were not received in good working order and
condition), ordinary wear and tear excepted.

      SECTION 19.35 EFFECTIVENESS OF LEASE. The effectiveness of this Lease is
conditioned upon (i) the payment by Tenant to Landlord of the Basic Rent for
January 2005 pursuant to Section 2.2, (ii) the delivery by Tenant to Landlord of
the Letter of Credit described in Section 2.6, (iii) the execution and delivery
by all parties of a termination agreement (the "Termination Agreement")
providing for, among other terms, the termination of that Net Lease

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<PAGE>

Agreement dated October 31, 1995, as amended, among Landlord and AAS, Inc.
covering the Premises, which Termination Agreement shall be on terms and
conditions acceptable to Landlord in its sole and arbitrary discretion, (iv) the
payment and performance of all obligations under the Termination Agreement that
are due to be paid or performed by any party thereunder concurrently with the
execution of the Termination Agreement, and (v) the execution and delivery to
Landlord of a guaranty of Tenant's obligations under this Lease by Three Five
Systems, Inc., a Delaware corporation, in the form attached hereto as EXHIBIT G.
If all of the foregoing conditions are not satisfied on or before December 31,
2004, this Lease shall automatically terminate and neither party shall have any
further obligation or liability hereunder.

                        (Signatures follow on next page).

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<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Lease to be
duly executed as of the day and year first above written.

                             LANDLORD:

                             L & A KESSLER FAMILY PARTNERS, L.P.,
                             a California limited partnership

                             By: /s/ Randall E. Kessler
                                 -----------------------------------------------
                                 Printed Name: Randall E. Kessler
                                 Title: General Partner

                             ___________________________________________________
                             MARILYN DREYFUSS, as Trustee of the Edward S. Ageno
                             1992 Revocable Trust

                             /s/ Phillip Francis
                             ---------------------------------------------------
                             PHILLIP FRANCIS, as Trustee of the Edward S. Ageno
                             1992 Revocable Trust

                             /s/ Curtis Burr
                             ---------------------------------------------------
                             CURTIS BURR, as Trustee of the Edward S. Ageno 1992
                             Revocable Trust

                             KAY ENTERPRISES,
                             a California general partnership

                             By: /s/ Randall E. Kessler
                                 -----------------------------------------------
                                 Printed Name: Randall E. Kessler
                                 Title: Managing General Partner

                                       47

<PAGE>

                                   TENANT:

                                   TFS ELECTRONIC   MANUFACTURING   SYSTEMS,
                                   INC., a Delaware corporation

                                   By: /s/ David Prunier
                                       -------------------------------------
                                       Printed Name: David Prunier
                                       Title: General Manager

                                       48