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                                                                   EXHIBIT 10.17


                       STANDARD INDUSTRIAL LEASE AGREEMENT


10.802 Square Feet           Facility Address:     7021 Portwest, Suite # 100
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                                                   Houston. Texas 77024
                                                   -----------------------------


                                 LEASE AGREEMENT

THIS LEASE AGREEMENT, ("Lease") made and entered into by and between WESTPORT
                                                                     --------
BUSINESS PARK LTD. hereinafter referred to as "Lessor", and WOOD ASSOCIATES. INC
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a California Corporation, hereinafter referred to as "Lessee";
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                                   WITNESSETH:

         1. PREMISES AND TERM. In consideration of the mutual obligations of
Lessor and Lessee set forth herein, Lessor leases to Lessee, and Lessee hereby
takes from Lessor the Premises situated within the County of Harris, State of
                                                             ------
Texas, more particularly described on EXHIBIT "A" attached hereto and
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incorporated herein by reference (the "Premises"), together with all rights,
privileges, casements, appurtenances, and amenities belonging to or in any way
pertaining to the Premises, to have and to hold, subject to the terms, covenants
and conditions in this Lease. The term of this Lease shall commence on the
commencement date hereinafter set forth and shall end on the last day of the
month that is Thirty-Six (36) months after the commencement date. If this Lease
              ---------------
is executed before the Premises become vacant or otherwise available and ready
for occupancy, or if any present lessee or occupant of the Premises holds over,
and Lessor cannot acquire possession of the Premises prior to the date recited
as the commencement date of this Lease, Lessor shall not be deemed to be in
default hereunder, and Lessee agrees to accept possession of the Premises at
such time as Lessor is able to tender the same, which date shall thenceforth be
deemed the "commencement date", and Lessor hereby waives payment of rent
covering any period prior to the tendering of possession to Lessee hereunder.

         A. EXISTING BUILDING. Lessee acknowledges that (i) it has inspected and
accepts the Premises "AS IS," "WHERE IS," and "WTTH ALL FAULTS", (ii) the
buildings and improvements comprising the same are suitable for the purpose for
which the Premises are leased, (iii) the Premises are in good and satisfactory
condition, and (iv) the Premises shall be leased on an "AS IS," "WHERE IS," and
"WITH ALL FAULTS" basis, and no representations as to the repair of the
Premises, nor promises to alter, remodel or improve the Premises have been made
by Lessor except those expressly set forth in Paragraph 26 of this Lease. To the
                                                                          ------
best of Lessee's knowledge, no structural or material defects exist at Premises.
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Unless mutually altered in writing by Lessee and Lessor or pursuant to the
provisions of Paragraph 1 hereinabove, or Paragraphs 1.B or 1.C, hereinbelow,
the commencement date shall be June 1, 2000. Upon request by Lessor, Lessee
shall execute and deliver to Lessor a Letter of Acceptance of delivery of the
Premises.

         B. BUILDING TO BE CONSTRUCTED OR SHELL SPACE. If the Premises or a
major portion thereof is to be constructed, the commencement date shall be
deemed to be the date upon which the Premises and other improvements to be
erected in accordance with the plans and/or specifications described on Exhibit
"B" attached hereto and incorporated herein by reference (the "Plans") have been
substantially completed. As used herein, the term "substantially completed"
shall mean, that in the opinion of Lessor, such improvements have been completed
in accordance with the Plans and, the Premises are in good and satisfactory
condition, subject only to completion of minor punch list items. As soon as such
improvements have been substantially completed, Lessor shall notify Lessee in
writing that the commencement date has occurred. Within ten (10) days
thereafter, Lessee shall submit to Lessor in writing a punch list of items
needing completion or correction. Lessor shall use reasonable efforts to
complete such items within thirty (30) days after the receipt of such notice. In
the event Lessee, its employees, agents or contractors cause construction of
such improvements to be delayed, the commencement date shall be deemed to be the
date that, in the opinion of the architect or space planner that prepared the
Plans, substantial completion would have occurred if such delays had not taken
place. The taking of possession by Lessee shall be deemed to conclusively
establish that the buildings and other improvements had been completed in
accordance with the Plans, that the Premises are in good and satisfactory
condition as of when possession was taken, and that Lessee has `accepted such
buildings and other improvements "AS IS," "WHERE IS," and "WITH

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ALL FAULTS" without representation or warranty from Lessor. Upon Lessor's
request, Lessee shall execute and deliver to Lessor a Letter of Acceptance of
delivery of the Premises. Notwithstanding anything in the Lease to the contrary,
if the Plans are not attached to this Lease as Exhibit "B", Lessor will deliver
the Plans to Lessee which in Lessor's opinion are reasonably necessary for the
construction and space planning of the buildings or improvements contemplated to
be constructed on the Premises. Upon Lessee's receipt of the Plans, Lessee shall
have three (3) days to approve them or to make specific suggestions to them.
Lessee's failure to expressly approve the Plans and return them to Lessor within
such three (3) day period shall contractually bind Lessee to reimburse Lessor
for all of Lessor's expenses in connection with the obtainment and preparation
of the Plans and all other expenses incurred by Lessor resulting from Lessee's
request to lease space on the Premises. Lessor and Lessee agree that it would be
impracticable and extremely difficult to estimate the damages which Lessor may
suffer in the event that the Plans are not approved with such three (3) day
period; therefore, Lessor and Lessee do hereby agree that a reasonable estimate
of such damages is and shall be an amount equal to one day's rental on the
Premises for each day that the Plans are not approved. Lessee shall remit
payment of such damages to Lessor within ten (10) days after receipt by Lessee
of an invoice therefor from Lessor.

         C. GENERAL CONDITIONS. Lessor and Lessee further agree that Lessee's
obligations, privileges, covenants and agreements contained in this Lease shall
be operative and effective regardless of whether the Premises are ever occupied
by Lessee and whether or not this Lease is fully exhibited. If Lessee fails to
occupy the Premises for any reason after substantial completion of any building
or improvements constructed in accordance with the Plans, or if Lessee, whether
constructively or actively prevents or hinders Lessor from constructing the
improvements contemplated herein in accordance with the Plans, this Lease shall
be deemed to have commenced automatically and the "commencement date" shall be
deemed to be the date on which the improvements would have been completed in
Lessor's sole, but reasonable judgment, but for such hindrance or prevention by
Lessee.

         2. BASE RENT, SECURITY DEPOSIT AND OPERATING EXPENSES.

         A. Lessee agrees to pay to Lessor base rent ("Base Rent") for the
Premises, in advance, without demand, deduction or set off, at the rate of (see
                                                                            ---
Paragraph 26B) Dollars ($---) per month during the term hereof. One such monthly
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installment, plus the other monthly charges set forth in Paragraph 2C below
shall be due and payable on the date hereof and a like monthly installment shall
be due and payable on or before the first day of each calendar month succeeding
the commencement date, except that all payments due hereunder for any fractional
calendar month shall be prorated.

         B. In addition, Lessee agrees to deposit with Lessor on the date
hereof, the sum of Eight Thousand Four Hundred Twenty Six Dollars & No/100
                   -------------------------------------------------------
($8,426.00) which shall be held by Lessor, without obligation for interest, as
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security for the performance of Lessee's obligations under this Lease, it being
expressly understood and agreed that this deposit is not an advance rental
deposit or a measure of Lessor's damages in case of Lessee's default. Upon each
occurrence of an event of default, Lessor may use all or part of the deposit to
pay past due rent or other payments due Lessor under this Lease, and the cost of
any other damage, injury, expense or liability caused by such event of default
without prejudice to any other remedy provided herein or provided by law. On
demand, Lessee shall pay Lessor the amount that will restore the security
deposit to its original amount. The security deposit shall be deemed the
property of Lessor, but any remaining balance of such deposit shall be returned
by Lessor to Lessee thirty (30) days after Lessee's obligations under this Lease
have been fulfilled; provided, however, Lessor shall have the right to retain
and expend such remaining balance (a) to reimburse Lessor for any and all rent
or other sums due hereunder that have not been paid in full by Lessee and/or (b)
for cleaning and repairing the Premises if Lessee shall fail to deliver same at
the termination of this Lease in a neat and clean condition and in as good a
condition as existed at the date of possession of same by Lessee, ordinary wear
and tear only excepted. No interest shall be paid to Lessee on the security
deposit and Lessor shall not be required to hold the security deposit in a
separate or segregated account but rather may comingle the security deposit with
other monies held by or belonging to Lessor.

         C. Lessee agrees to pay as additional rental its proportionate share
(as defined in Paragraph 24B below) of operating expenses which include (i)
taxes (hereinafter defined) payable by Lessor pursuant to Paragraph 3A below,
(ii) the cost of maintaining insurance covering the buildings situated on the
Premises or of which the Premises are a part, (iii) the cost of utilities
payable pursuant to Paragraph 8 below, and the cost of any common area charges
payable by Lessor in accordance with Paragraph 4 below and (iv) any other
charges which Lessor is entitled to collect under the terms of this Lease.
During each month of the term of this Lease, on the same day that rent is due
hereunder, Lessee shall escrow with Lessor an amount equal to 1/12 of the
estimated annual cost of its proportionate share of such operating expenses.
Lessee authorizes Lessor to use the funds deposited with Lessor under this
Paragraph 2C to pay such costs. The

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initial monthly escrow payments are based upon the estimated amounts and shall
be increased or decreased annually to reflect the then current projected cost of
all such operating expenses. Lessor shall total all operating expenses annually,
and reconcile Lessee's actual proportionate share of such expenses against
Lessee's total escrow payments. If Lessee's total escrow payments are less than
Lessee's actual proportionate share of all such operating expenses, Lessee shall
pay the difference to Lessor within ten (10) days after demand. If the total
escrow payments of Lessee are more than Lessee's actual proportionate share of
all such operating expenses, Lessor shall retain such excess and credit it
against Lessee's future liabilities for operating expenses. The amount of the
monthly Base Rent and the initial monthly operating expenses escrow payments are
as follows:

(1) Initial Base Rent as set forth in Paragraph 2A        $   5,785.00
(2) Tax Escrow                                            $     912.00
(3) Insurance Escrow                                      $      34.00
(4) Common Area Escrow                                    $     615.00
                                                          ------------

         Total Initial Monthly Rental Payment             $   7,346.00

         3. TAXES.

         A. Lessor agrees to pay all taxes, assessments and governmental charges
of any kind and nature (collectively referred to herein as "Taxes") that accrue
against the Premises, and/or the land and/or improvements of which the Premises
are a part and Lessee shall be liable for its proportionate share of the same.
If at any time during the term of this Lease, there shall be levied, assessed or
imposed on Lessor a capital levy or other tax directly on the rents received
therefrom and/or a franchise tax, assessment, levy or charge measured by or
based, in whole or in part, upon such rents from the Premises and/or the land
and improvements of which the Premises are a part, then all such taxes,
assessments, levies or charges, or the part thereof so measured or based, shall
be deemed to be included within the term "Taxes" for the purposes hereof. The
Lessor shall have the right to employ a tax consulting firm to attempt to assure
a fair tax burden on the building and grounds within the applicable taxing
jurisdiction. Lessee agrees to pay its proportionate share of the cost of such
consultant. In no event shall Lessee challenge, directly or indirectly, by suit,
intervention or otherwise, the amount of any such tax, assessment, levy or
charge.

         B. Lessee shall be liable for all taxes levied or assessed against any
personal property or fixtures placed in the Premises. If any such taxes are
levied or assessed against Lessor or Lessor's property and (i) Lessor pays the
same or (ii) the assessed value of Lessor's property is increased by inclusion
of such personal property and fixtures and Lessor pays the increased taxes,
then, upon demand, Lessee shall pay to Lessor such taxes.

         4. LESSOR'S REPAIRS AND MAINTENANCE.

         A. Lessor shall maintain the roof, foundation and the structural
soundness of the exterior walls of the building of which the Premises are a part
in good repair, reasonable wear and tear excepted, and Lessee shall be liable
for its proportionate share of the cost of such maintenance or repair, provided,
however, Lessee shall promptly, upon demand, reimburse Lessor for any damage to
the same caused by Lessee's act, neglect, fault or omission. The term "walls" as
used herein shall not include windows, glass or plate glass, doors, special
storefronts or office entries. Lessee shall immediately give Lessor written
notice of defect or need for repairs, after which Lessor shall have reasonable
opportunity to repair the same or cure such defect. Lessor's obligation to
maintain the aforementioned items shall be limited solely to the cost of such
repairs or maintenance or the curing of any defect in the same.

         B. Lessor shall perform the paving maintenance, common area and
landscape replacement and maintenance, exterior painting, common water and
sewage line plumbing, and any other common maintenance items and Lessee shall be
liable for its proportionate share of the cost and expense of such repair,
replacement, and maintenance. Lessor reserves the right to perform any
obligations that are otherwise Lessee's obligations in Paragraph 5, in which
event Lessee shall promptly reimburse Lessor for the entirety of the costs of
such performance.

         C. Lessor reserves the right to alter or modify the building of which
the Premises are a part and/or common areas associated therewith, when such
alterations or modifications are required by governmental laws, codes,
ordinances, regulations, or any other applicable authorities, including, without
limitation, the Americans with Disabilities Act of 1990 (the "ADA"), in which
event Lessee shall be liable for its proportionate share of such cost. If such
modification is a capital modification for the general benefit of

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the project, and is required regardless of Lessee's particular use of the
Premises, then the cost shall be an operating expense allocated over the lesser
of five (5) years or the useful life of modification. Notwithstanding the
foregoing, if such modification is predicated by Lessee's particular use of the
Premises or is principally for the benefit of Lessee (and not other lessees of
the building) the cost shall be borne entirely by Lessee, and Lessee shall
reimburse Lessor for same promptly upon demand.

         D. Lessee agrees to pay its proportionate share of the cost of (i)
maintenance and/or landscaping of any property that is a part of the building
and/or project of which the Premises are a part, (ii) maintenance and/or
landscaping of any property that is maintained or landscaped by any property
owner or community owner association to which the Premises are subject, (iii)
property management fee not to exceed 3% of gross rental income for the
                        -----------------------------------------------
building, staff salary and benefits allocated to the building and/or project of
--------
which the Premises are a part, and (iv) operating and maintaining any property,
facilities or services, including, but not limited to, the cost of the
monitoring, repair and maintenance of water systems or sewer plants, and
security systems and service, if any, provided for the common use or benefit of
Lessee and other lessees of the project or building of which the Premises are a
part.

All such expenses of Lessor for maintaining and operating the building and/or
project of which the Premises are a part, including, but not limited to, the
items set forth in Paragraphs 4A, 4B, 4C, and 4D, shall be included as
additional rental under the provisions of Paragraph 2C. Lessor agrees that such
costs do not include any capital costs for roof, foundation, building
structural, or parking lot replacement, restoration or other work occasioned by
fire, windstorm or other casualty to the extent of net insurance proceeds
received by Lessor with respect thereto, income and franchise taxes of Lessor
(except as provided in Paragraph 3A), expenses incurred in leasing to or
procuring of lessees, leasing commissions, advertising expenses, expenses for
the renovating of space for new lessees, interest or principal payments on any
mortgage or other indebtedness of Lessor, nor depreciation allowance or expense.

         E. Lessee may audit in the office of Lessor's or Lessor's agent
Lessor's books relevant to the operating expenses upon reasonable notice to
Lessor; provided however, Lessee agrees to pay all costs associated with or
resulting from such audit, including reimbursement to Lessor or Lessor's agents
for time or costs incurred.

         5. LESSEE'S REPAIRS AND MAINTENANCE.

         A. Lessee, at its own cost and expense, shall (i) maintain all parts of
the Premises (except for those items for which Lessor is responsible under
Paragraph 4) in good condition; (ii) promptly make all necessary repairs and
replacements, including, but not limited to, windows, glass and plate glass,
exterior doors, any special office entry, interior walls and finish work,
interior doors and floor covering, utility connections, downspouts, gutters,
heating and air conditioning systems, light bulbs and ballasts, dock boards,
truck doors, dock bumpers, paving, plumbing work and fixtures, termite and pest
extermination, regular removal of trash and debris, dedicated sewer lines, and
any damage due to vandalism or malicious mischief; (iii) keep the parking areas,
driveways, truck aprons, and grounds surrounding the Premises in a clean and
sanitary condition; (iv) repair all wind damage to glass except with respect to
tornado or hurricane damage; and (v) maintain any spur track servicing the
Premises. If there is a track servicing the Premises, Lessee agrees to sign a
joint maintenance agreement with the railroad company servicing the Premises if
requested by the railroad company. Lessor shall have the right to coordinate all
repairs and maintenance of any rail tracks serving or intended to serve the
Premises and, if Lessee uses or causes the use of such rail tracks, Lessee shall
reimburse Lessor from time to time, upon demand, for its proportionate share,
(based on the total area of the Premises relative to the total area of leased
space of rail users in the building of which the Premises are a part) of the
costs of such repairs and maintenance and any other sums specified in any
agreement respecting such tracks to which Lessor is a party.

         B. In the event the Premises constitute a portion of a multiple
occupancy building, Lessee and its employees, agents, customers, invitees,
and/or licensees shall have the right to use the parking areas, if any, as may
be designated by Lessor in writing, subject to such reasonable rules and
regulations as Lessor may from time to time prescribe and subject to rights of
ingress and egress of other lessees. Lessor shall not be responsible for
enforcing Lessee's parking rights against any third parties. Lessee shall, at
its own cost and expense, keep its employees, agents, customers, invitees,
and/or licensees from parking on any streets running through or contiguous to
the building or project of which the Premises are a part or any other areas as
designated by Lessor. Lessee hereby consents to the removal of any vehicle in
violation of the foregoing designated areas of parking as established by Lessor.

         C. Lessee, at its own cost and expense, shall enter into a regularly
scheduled preventive maintenance/service contract acceptable to Lessor with a
maintenance contractor approved by Lessor for

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servicing all hot water, heating and air conditioning systems and equipment
within the Premises. The service contract must include all services suggested by
the equipment manufacturer in its operations/maintenance manual and must become
effective and a copy thereof delivered to Lessor within thirty (30) days of the
date Lessee takes possession of the Premises.

         D. Lessee agrees that no washing of any type (other than reasonable
restroom or kitchen washing) will take place in the Premises, including the
truck apron and parking areas.

         E. Any and all security of any kind for Lessee, Lessee's agents,
employees or invitees, the Premises, or any personal property thereon
(including, without limitation, any personal property of any Sublessee) shall be
the sole responsibility and obligation of Lessee, and shall be provided by
Lessee at Lessee's sole cost and expense. Lessee acknowledges and agrees that
Lessor shall have no obligation or liability whatsoever with respect to the
same. Lessee shall indemnify and hold Lessor harmless from and against any and
all loss, cast, damage or other liability arising directly or indirectly from
security measures or the absence thereof with respect to the Premises and the
building or the project of which the Premises are a part. Lessee may, at
Lessee's sole cost and expense, install alarm systems in the Premises provided
such installation complies with the provisions of Paragraph 6 hereof. Removal of
such alarm systems shall be Lessee's sole responsibility and, at Lessee's sole
cost and expense, shall be completed prior to lease termination, and all
affected areas of the Premises shall be repaired and/or restored in a good and
workmanlike manner to the condition that existed prior to such installation.
Notwithstanding the foregoing, Lessor may elect in Lessor's sole discretion to
contract for common security services, to whatever extent Lessor may deem
appropriate, for the building or the project of which the Premises are a part;
provided, however Lessee acknowledges and agrees that Lessor shall in no event
be obligated to provide any such services and the provision of such services
shall not alter or modify Lessee's indemnification of Lessor or the obligation
of Lessee to provide its own security as set forth herein. The cost of any
security services contracted for by Lessor shall be treated as an operating
expense pursuant to Paragraph 2C hereof.

         6. ALTERATIONS. Lessee shall not make any alterations, additions,
partitions or other improvements to the Premises without the prior written
consent of Lessor which consent shall not be unreasonably withheld or delayed.
                  -----------------------------------------------------------
No consent shall be required for alterations costing less than $2,500.00 and
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that do not affect the building structure or systems. Upon surrender of the
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Premises, Lessee shall remove those alterations/improvements designated for
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removal by Lessor at the time of its consent. Lessee, at its own cost and
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expense, may erect shelves, bins, machinery and trade fixtures as it desires as
well as alterations, additions, partitions, or other improvements which have
been specifically consented to in writing by Lessor, provided that (a) such
items do not alter the basic character of the Premises or the building and/or
improvements of which the Premises are a part, (b) such items do not overload or
damage the same, (c) such items may be removed without injury to the Premises,
and (d) the construction, erection or installation thereof complies with all
applicable governmental laws, codes, ordinances, regulations, or any other
applicable authorities, including, without limitation, the ADA; and with
Lessor's details, specifications and other requirements. Any architectural,
engineering, construction management, permits, inspections, or other cost or fee
required to assure compliance with the conditions set forth in this Paragraph 6
shall be paid by Lessee promptly upon demand. All alterations, additions,
partitions, or other improvements erected by Lessee shall be and remain the
property of Lessee during the term of this Lease; provided, however, at the
termination of this Lease, Lessor shall have the option, exercisable in Lessor's
sole discretion, to require Lessee either (i) upon request to remove, at
Lessee's sole cost and expense, all or part of any alterations, additions,
partitions, or other improvements, at which time Lessee shall promptly restore
the Premises to its original condition, or (ii) to keep in place the same, at
which time such alterations, additions, improvements, and partitions shall
become the property of Lessor. All shelves, bins, machinery and trade fixtures
installed by Lessee shall be removed on or before the earlier to occur of the
date of termination of this Lease or vacating the Premises, at which time Lessee
shall restore the Premises to their original condition. All alterations,
installations, removals and restoration shall be performed in a good and
workmanlike manner so as not to damage or alter the primary structure or
structural qualities of the buildings and other improvements situated on the
Premises or of which the Premises are a part.

         7. SIGNS. Any signage Lessee desires for the Premises shall be subject
to Lessor's specifications and/or written approval. Lessee shall repair, paint,
and/or replace the building facial surface to which its signs are attached upon
vacation of the Premises, or the removal or alteration or its signage. Lessee
shall not (i) make any changes to the exterior of the Premises, (ii) install any
exterior lights, decorations, balloons, flags, pennants, banners or painting, or
(iii) erect or install any signs, windows or door lettering, placards,
decorations or advertising media of any type which can be viewed from the
exterior of the Premises, without Lessor's prior written consent. All signs,
decorations, advertising media, blinds, draperies and other window treatment or
bars or other security installations visible from outside the Premises shall
conform, at Lessee's expense, in all respects to the criteria established by
Lessor and any

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applicable governmental laws, ordinances, regulations, or other requirements.

         8. UTILITIES. Lessor agrees to provide normal water, electricity, and
telephone service connections to the Premises upon the commencement date hereof,
which connections, regardless of location, shall hereafter be maintained by
Lessee. Lessee shall pay for all water, gas, heat, light, power, telephone,
sewer, sprinkler charges and other utilities and services used on or at the
Premises, and any maintenance or inspection charges for utilities. Lessor shall
have the right to cause any of said services to be separately metered to Lessee,
at Lessee's expense. Lessee shall pay its pro rata share, as reasonably
determined by Lessor, of all charges for jointly metered utilities. Lessor shall
not be liable for any interruption or failure of utility service on the
Premises.

In the event water is not separately metered to Lessee, Lessee agrees that it
will not use water for uses other than normal domestic restroom and kitchen
usage; and, Lessee does further agree to reimburse Lessor for the entire amount
of common water costs as additional rental if, in fact, Lessee uses water for
uses other than normal domestic restroom and kitchen uses without first
obtaining Lessor's written permission. Furthermore, Lessee agrees in such event
to install at its own expense, a submeter to determine Lessee's usage.

Lessee agrees it will not use sewer capacity for any use other than normal
domestic restroom and kitchen use. Lessee further agrees to notify Lessor of any
other sewer use ("excess sewer use") and also agrees to reimburse Lessor for the
costs and expenses related to Lessee's excess sewer use, which shall include,
but is expressly herein not limited to the cost of acquiring additional sewer
capacity to service Lessee's Lease.

         9.       INSURANCE.

         A. Lessor shall maintain insurance covering the buildings situated on
the Premises or of which the Premises are a part, except for those items the
repair and maintenance of which are Lessee's responsibility under Paragraph 5,
in an amount not less than eighty percent (80%) of the "replacement cost"
thereof insuring against the perils of Fire, Lightning, Extended Coverage,
Vandalism, and Malicious Mischief. The cost of such insurance shall be treated
as an operating expense pursuant to Paragraph 2C hereof.

         B. Lessee, at its own expense, shall maintain, during the term of this
Lease, a policy or policies of worker's compensation and comprehensive general
liability insurance, including personal injury and property damage, with
contractual liability endorsement, in the amount of Five Hundred Thousand
Dollars ($500,000.00) for property damage and One Million Dollars
($1,000,000.00) per occurrence for personal injuries or deaths of persons
occurring in or about the Premises. Lessee, at its own expense, also shall
maintain during the term of this Lease, fire and extended coverage insurance
covering (i) the replacement cost of all alterations, additions, partitions and
improvements installed or placed on the Premises by Lessee or by Lessor on
behalf of Lessee, (ii) the replacement cost of all of Lessee's personal property
contained within the Premises, and (iii) business interruption of Lessee. Said
policies shall (i) name Lessor as an additional insured and insure Lessor's
contingent liability under this Lease (except for the worker's compensation
policy, which instead shall include waiver of subrogation endorsement in favor
of Lessor), (ii) be issued by an insurance company which is acceptable to
Lessor, (iii) provide that said insurance shall not be canceled unless thirty
(30) days prior written notice shall have been given to Lessor, and (iv) provide
primary coverage to Lessor when any policy issued to Lessor provides duplicate
or similar coverage, and in such circumstance Lessor's coverage under Lessor's
policy shall be deemed excess over and above the coverage provided by Lessee's
policy. Said policy or policies or certificates thereof shall be delivered to
Lessor by Lessee upon commencement of the term of the Lease and upon each
renewal of said insurance.

         C. Lessee will not permit the Premises to be used for any purpose or in
any manner that would (i) void the insurance thereon, (ii) increase the
insurance risk or premium, or (iii) cause the disallowance of any sprinkler
credits, including without limitation, use of the Premises for the receipt,
storage or handling of any product, material or merchandise that is explosive or
highly flammable. If any increase in the cost of any insurance on the Premises
or the building of which the Premises are a part is caused by Lessee's use of
the Premises, or because Lessee vacates the Premises, then Lessee shall promptly
pay the amount of such increase to Lessor upon demand.

         D. Anything in this Lease to the contrary notwithstanding, Lessor and
Lessee hereby waive and release each other of and from any and all rights of
recovery, claim, action or cause of action, against each other, their agents,
officers and employees, for any loss or damage that may occur to the Premises,
improvements to the building of which the Premises are a part, or personal
property (building contents) within the building and/or Premises covered or
required to be covered by the insurance to be provided under this Lease, for any
reason regardless of cause or origin. Said mutual waivers shall be in addition
to, and

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not in limitation or derogation of, any other waiver or release contained in
this Lease with respect to any loss or damage to property of the parties hereto.
Each party to this Lease agrees immediately after execution of this Lease to
give each insurance company, which has issued to it policies of fire and
extended coverage insurance, written notice of the terms of the mutual waivers
contained in this subparagraph, and if necessary, to have the insurance policies
properly endorsed.

         10. FIRE AND CASUALTY DAMAGE.

         A.  If the Premises or the building of which the Premises are a part
should be damaged or destroyed by fire or other peril, Lessee immediately shall
give written notice to Lessor. If the building situated upon the Premises or of
which the Premises are a part should be damaged or destroyed by any peril
covered by the insurance to be provided by Lessor under Paragraph 9A above, and,
in Lessor's estimation, rebuilding or repairs cannot be completed within one
hundred eighty (180) days after the date of such damage, this Lease shall
terminate and the Base Rent and additional rental shall be abated during the
unexpired portion of this Lease, effective upon the date of the occurrence of
such damage.

         B.  If the buildings situated upon the Premises or of which the
Premises are a part, should be damaged by any peril covered by the insurance to
be provided by Lessor under Paragraph 9A above, and in Lessor's estimation,
rebuilding or repairs can be substantially completed within one hundred eighty
(180) days after the date of such damage, this Lease shall not terminate, and
Lessor shall restore the Premises to substantially its previous condition,
except that Lessor shall not be required to rebuild, repair or replace any part
of the partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in, or about the Premises for the benefit of,
by or for Lessee. If such repairs and rebuilding have not been substantially
completed within one hundred eighty (180) days after the date of such damage,
Lessee, as Lessee's exclusive remedy, may terminate this Lease by delivering
written notice of termination to Lessor in which event the rights and
obligations hereunder shall cease and terminate. For purposes of this Paragraph
10B, if Lessor determines that the Premises are untenable in whole or in part
following such damage, the Base Rent and additional rental payable hereunder
during the period in which Lessor determines that the Premises are untenable
shall be reduced (i) according to the square footage of untenable area contained
in the Premises, as determined by Lessor, or (ii) to such extent as may be fair
and reasonable under the circumstances, as determined by Lessor. As an
alternative to the aforementioned rebuilding, repairs and/or reduction of rent,
Lessor/Lessee, upon mutual agreement, may, use reasonable efforts to provide a
reasonably comparable facility for Lessee to lease at the then prevailing fair
market rental for either (i) the remainder of the term of the Lease, or (ii) the
period of time during which the Premises are untenable.

         C.  Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such indebtedness,
then Lessor shall have the right to terminate this Lease by delivering written
notice of termination to Lessee within fifteen (15) days after such requirement
is made known by any such holder, whereupon all rights and obligations of Lessor
hereunder shall cease and terminate.

         11. LIABILITY AND INDEMNIFICATION. Except for any claims, rights of
recovery and causes of action that Lessee has released, Lessor shall hold Lessee
harmless and defend Lessee against any and all claims or liability for any
injury or damage to any person in, on or about the Premises or any part thereof
and/or the building of which the Premises are a part, when such injury or damage
shall be caused by the act, neglect, fault of or omission of any duty with
respect to the same by Lessor, its agents, servants and employees.
Notwithstanding the foregoing or anything to the contrary in this Lease, Lessee
hereby agrees that in no event shall Lessor be liable for any incidental or
consequential damages whatsoever, including without limitation, any damages as a
result of any interruption of Lessee's business or any loss of income therefrom.
Except for any claims, rights of recovery and causes of action that Lessor has
released, Lessee shall hold Lessor harmless from and defend Lessor against any
and all claims or liability for any injury or damage (i) to any person or
property whatsoever occurring in, on or about the Premises or any part thereof
and/or of the building of which the Premises are a part, including without
limitation elevators, stairways, passageways or hallways, the use of which
Lessee may have in accordance with this Lease, when such injury or damage shall
be caused by the act, neglect, fault of or omission of any duty with respect to
the same by Lessee, its agents, servants, employees, or invitees, (ii) arising
from the conduct of management of any work done by the Lessee in or about the
Premises, (iii) arising from transactions of the Lessee, and (iv) all costs,
counsel fees, expenses and liabilities incurred in connection with any such
claim or action or proceeding brought thereon. The provisions of this Paragraph
11 shall survive the expiration or termination of this Lease with respect to any
claims or liability occurring prior to such expiration or termination.

                                       7

<PAGE>

         12. USE. The Premises shall be used only for the purpose of general
office use, receiving, storing, servicing, shipping and selling (other than
retail) products, materials and merchandise made and/or distributed by Lessee
and for such other lawful purposes as may be incidental thereto. Outside
storage, including without limitation, storage of trucks and other vehicles and
the washing thereof at any time is prohibited without Lessor's prior written
consent. Lessee shall, at its own cost and expense, obtain any and all licenses
and permits necessary for such use, shall at all times maintain the Premises in
a clean, healthful and safe condition and comply with all governmental laws,
codes, ordinances, regulations or any other applicable authorities with regard
to the use, condition or occupancy of the Premises including, without
limitation, the ADA. Lessee shall be responsible, at Lessee's sole cost and
expense, for the correction, prevention, and abatement of nuisances in or upon,
or connected with, the Premises. Lessee shall not permit any objectionable or
unpleasant odors, smoke, dust, gas, noise, vibrations, or pest infestations to
emanate from the Premises, nor take any other action that would constitute a
nuisance or would disturb, unreasonably interfere with, or endanger Lessor or
any other lessees of the building or project of which the Premises are a part.
Lessee's use of the Premises shall at all times comply with the insurance
provisions in Paragraph 9C hereof.

         13. INSPECTION. Lessor and Lessor's agents and representatives shall
have the right to enter the Premises at any reasonable time during business
hours, to inspect the Premises and to make such repairs as may be required or
permitted pursuant to this Lease. During the period that is six (6) months prior
to the end of the term hereof and at any time Lessee is in default, Lessor and
Lessor's representatives may enter the Premises during business hours for the
purpose of showing the Premises. Lessee shall neither prevent, prohibit, nor in
any way impair such showing of the Premises. In addition, Lessor shall have the
right to erect a suitable sign on or near the Premises stating the Premises are
available. Lessee shall notify Lessor in writing at least thirty (30) days prior
to vacating the Prenuses and shall arrange to meet with Lessor for a joint
inspection of the Premises prior to vacating. If Lessee fails to give such
notice or to arrange for such inspection, then Lessor's inspection of the
Premises shall be deemed correct for the purpose of determining Lessee's
responsibility for repairs and restoration of the Premises.

         14. ASSIGNMENT AND SUBLETTING.

         A.  Lessee shall not have the right to assign, sublet, transfer or
encumber this Lease, or any interest therein, directly or indirectly, by any
manner, including, without limitation, by merger, reorganization or other
transfer of the ownership interests in Lessee, without the prior written consent
of Lessor, which consent shall not be unreasonably withheld or delayed, except
           --------------------------------------------------------------------
in the event of a transfer of the Lease by Lessee to an affiliate of Lessee,
---------------------------------------------------------------------------
contingent upon such affiliate maintaining a same or similar use, and that such
-------------------------------------------------------------------------------
affiliate's financial strength be of equal or greater status to that of Lessee's
--------------------------------------------------------------------------------
(see 26H). Any attempted assignment, subletting, transfer or encumbrance by
---------
Lessee in violation of the terms and covenants of this Paragraph shall be void.
Any assignee, sublessee or transferee of Lessee's interest in this Lease (all
such assignees, sublessees and transferees being hereinafter referred to as
"Transferees"), by assuming Lessee's obligations hereunder, shall assume
liability to Lessor for all amounts paid to persons other than Lessor by such
transferees in contravention of this Paragraph. No assignment, subletting, or
other transfer, whether consented to by Lessor or not, or permitted hereunder,
shall relieve Lessee of its liability hereunder. If an event of default occurs
while the Premises or any part thereof are assigned or sublet, then Lessor, in
addition to any other remedies herein provided, or provided by law, may collect
directly from such Transferee all rents payable to the Lessee and apply such
rent against any sums due Lessor hereunder. No such collection shall be
construed to constitute a novation or a release of Lessee from the further
performance of Lessee's obligations hereunder.

         B.  If this Lease is assigned to any person or entity pursuant to the
provision of the Bankruptcy Code, 11 U.S.C. (S)101 et. seq., (the "Bankruptcy
Code"), any and all monies or other consideration payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Lessor, shall be and remain the exclusive property of Lessor and shall not
constitute property of Lessee or of the estate of Lessee within the meaning of
the Bankruptcy Code. Any and all monies or other considerations constituting
Lessor's property under the preceding sentence not paid or delivered to Lessor
shall be held in trust for the benefit of Lessor and be promptly paid or
delivered to Lessor.

         C.  Any person or entity to which this Lease is assigned pursuant to
the provisions of the Bankruptcy Code shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this Lease on and
after the date of such assignment. Any such assignee shall upon demand execute
and deliver to Lessor an instrument confirming such assumption.

         15. CONDEMNATION. If the whole or any substantial part as determined
by Lessor of the Premises should be taken for any public or quasi-public use
under governmental law, ordinance or

                                       8

<PAGE>

regulation, or by right of eminent domain, or by private purchase in lieu
thereof and the taking prevents or materially interferes with the use of the
Premises for the purpose for which they were leased to Lessee, this Lease shall
terminate and the Base Rental and additional rental shall be abated during the
unexpired portion of this Lease, effective on the date of such taking. If less
than a substantial part, as determined by Lessor, of the Premises is taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, this Lease shall not terminate, but the Base Rent and additional rental
payable hereunder during the unexpired portion of this Lease shall be reduced to
such extent as may be fair and reasonable under. all of the circumstances. All
compensation awarded in connection with or as a result of any of the foregoing
proceedings shall be the property of Lessor, and Lessee hereby assigns any
interest in any such award to Lessor; provided, however, Lessor shall have no
interest in any award made to Lessee for loss of business or goodwill or for the
taking of Lessee's fixtures and improvements, if a separate award for such items
is made to Lessee.

         16. HOLDING OVER. At the termination of this Lease by its expiration or
otherwise, Lessee immediately shall deliver possession to Lessor with all
repairs and maintenance required herein to be performed by Lessee completed. If,
for any reason, Lessee retains possession of the Premises after the expiration
or termination of this Lease, unless the parties hereto otherwise agree in
writing, such possession shall be subject to termination by either Lessor or
Lessee at any time upon not less than ten (10) days advance written notice, and
all of the other terms and provisions of this Lease shall be applicable during
such period, except that Lessee shall pay Lessor from time to time, upon demand,
as rental for the period of such possession, an amount equal to double the Base
Rent in effect on the termination date, computed on a daily basis for each day
of such period. No holding over by Lessee, whether with or without consent of
Lessor shall operate to extend this Lease except as otherwise expressly
provided. The preceding provisions of this Paragraph 16 shall not be construed
as consent for Lessee to retain possession of the Premises in the absence of
written consent thereto by Lessor.

         17. QUIET ENJOYMENT. Lessor covenants that on or before the
commencement date, it will have good title to the Premises, free and clear of
all liens and encumbrances, excepting only the lien for current taxes not yet
due, such mortgage or mortgages as are permitted by the terms of this Lease,
zoning ordinances and other building and fire ordinances and governmental
regulations relating to the use of such property, and easements, restrictions
and other conditions of record. Lessor represents that it has the authority to
enter into this Lease and that so long as Lessee pays all amounts due hereunder
and performs all other covenants and agreements herein set forth, Lessee shall
peaceably and quietly have, hold and enjoy the Premises for the term hereof
without hindrance or molestation from Lessor, subject to the terms and
provisions of this Lease.

         18. EVENTS OF DEFAULT. The following events (herein individually
referred to as "event of default") each shall be deemed to be events of
nonperformance by Lessee under this Lease:

         A.  Lessee shall fail to pay any installment of Base Rent or any
additional rental herein reserved when due, or any other payment or
reimbursement to Lessor required herein when due, and such failure shall
continue for a period of five (5) days from the date of Lessor's written notice
                                                     --------------------------
of failure to pay rent and such written notice shall be limited to one in any
-----------------------------------------------------------------------------
given calendar year.
-------------------

         B.  Lessee or any guarantor of the Lessee's obligations hereunder shall
(i) become insolvent; (ii) admit in writing its inability to pay its debts;
(iii) make a general assignment for the benefit of creditors; (iv) commence any
case, proceeding or other action seeking to have an order for relief entered on
its behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or composition
of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or of any
substantial part of its property; or (v) take any action to authorize or in
contemplation of any of the actions set forth above in this Paragraph.

         C.  Any case, proceeding or other action against the Lessee or any
guarantor of the Lessee's obligations hereunder shall be commenced seeking (i)
to have an order for relief entered against it as a debtor or to adjudicate it
as bankrupt or insolvent; (ii) reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors; or
(iii) appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its property, and such case,
proceeding or other action (a) results in the entry of an order for relief
against it which it is not fully stayed within seven (7) business days after the
entry thereof or (b) shall remain undismissed for a period of forty-five (45)
days.

         D.  Lessee shall (i) vacate all or a substantial portion of the
Premises or (ii) fail to continuously

                                       9

<PAGE>

operate its business at the Premises for the permitted use set forth herein,
whether or not Lessee is in default of the rental payments due under this Lease.

         E.  Lessee shall fail to discharge any lien placed upon the Premises in
violation of Paragraph 21 hereof within twenty (20) days after any such lien or
encumbrance is filed against the Premises.

         F.  Lessee shall fail to comply with any term, provision or covenant of
this Lease (other than those listed in this Paragraph 18), and shall not cure
such failure within thirty (30) days after written notice thereof to Lessee.
                    -----------

         19. REMEDIES.

         A.  Upon each occurrence of an event of default, Lessor shall have
the option to pursue any one or more of the following remedies without any
notice or demand:

         1.  terminate this Lease; and/or

         2.  enter upon and take possession of the Premises with or without
terminating this Lease; and/or

         3.  alter all locks and other security devices at the Premises
with or without terminating this Lease, and pursue, at
Lessor's option, one or more remedies pursuant to this Lease, Lessee hereby
specifically waiving any state or federal law to the contrary; and in any such
event Lessee immediately shall surrender the Premises to Lessor, and if Lessee
fails so to do, Lessor, without waiving any other remedy it may have, may enter
upon and take possession of the Premises and expel or remove Lessee and any
other person who may be occupying such Premises or any part thereof, without
being liable for prosecution or any claim of damages therefore.

         B.  If Lessor terminates this Lease, at Lessor's option, Lessee shall
be liable for and shall pay to Lessor, the sum of all rental and other payments
owed to Lessor hereunder accrued to the date of such termination, plus, as
liquidated damages, an amount equal to the present value (using the current
"prime" interest rate of a national banking institution of Lessor's choosing, or
should such financial institution no longer exist, a comparable financial
institution) of (1) the total rental and other payments owed hereunder for the
remaining portion of the Lease term calculated as if such term expired on the
date set forth in Paragraph 1, less (2) the then fair market rental of the
Premises for such period, which because of the difficulty of ascertaining such
value, Lessor and Lessee stipulate and agree, shall in no event be deemed to
exceed seventy-five percent (75%) of the total rental amount (including Base
Rental and any and all amounts due as additional rental) set forth in Paragraph
2 above.

         C.  If Lessor repossesses the Premises without terminating the Lease,
Lessee, at Lessor's option, shall be liable for and shall pay Lessor on demand
all rental and other payments owed to Lessor hereunder, accrued to the date of
such repossession, plus all amounts required to be paid by Lessee to Lessor
until the date of expiration of the term as stated in Paragraph 1, diminished by
all amounts received by Lessor through reletting of the Premises during such
remaining term (but only to the extent of the rent provided for herein). Actions
to collect amounts due by Lessee to Lessor under this subparagraph may be
brought from time to time, on one or more occasions, without the necessity of
Lessor's waiting until expiration of the Lease term.

         D.  Upon an event of default, in addition to any sum provided to be
paid herein, Lessee also shall be liable for and shall pay to. Lessor (i)
brokers' fees incurred by Lessor in connection with reletting the whole or any
part of the Premises; (ii) the costs of removing and storing Lessee's or other
occupant's property; (iii) the costs of repairing, altering, remodeling or
otherwise putting the Premises into rentable condition; and (iv) all reasonable
expenses incurred by Lessor in enforcing or defending Lessor's rights and/or
remedies. If either party hereto institutes any action or proceeding to enforce
any provision hereof by reason of any alleged breach of any provision of this
Lease, the prevailing party shall be entitled to receive from the losing party
all reasonable attorneys' fees and all court costs in connection with such
proceeding.

         E.  In the event Lessee fails to make any payment due hereunder when
payment is due, to help defray the additional cost to Lessor for collecting
and/or processing such late payments, Lessee shall pay to Lessor on demand a
late charge in an amount equal to five percent (5%) of such installment; and the
failure to pay such late charge within ten (10) days after demand therefore
shall be an additional event of default hereunder. The provision for such late
charge shall be in addition to all of Lessor's other rights and remedies
hereunder or at law and shall not be construed as liquidated damages or as
limiting Lessor's remedies in any manner.

                                       10

<PAGE>

     F.   Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Premises by Lessor, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Lessor and Lessee. Lessee and Lessor further agree that forbearance by Lessor to
enforce its rights pursuant to the Lease at law or in equity, shall not be a
waiver of Lessor's right to enforce one or more of its rights in connection with
any subsequent default.

     G.   If Lessor fails to perform any of its obligations hereunder within
thirty (30) days after written notice from Lessee specifying such failure,
Lessee's exclusive remedy shall be an action for damages. Unless and until
Lessor fails to cure any default after such notice, Lessee shall not have any
remedy or cause of action by reason thereof. All obligations of Lessor hereunder
will be construed as covenants, not conditions; and all such obligations will be
binding upon Lessor only during the period of its possession of the Premises and
not thereafter. The term "Lessor" shall mean only the owner, for the time being,
of the Premises, and in the event of the transfer by such owner of its interest
in the Premises, such owner shall thereupon be released and discharged from all
covenants and obligations of the Lessor thereafter accruing, but such covenants
and obligations shall be binding during the Lease term upon each new owner for
the duration of such owner's ownership. Notwithstanding any other provision
hereof, Lessor shall not have any personal liability hereunder. In the event of
any breach or default by Lessor in any term or provision of this Lease, Lessee
agrees to look solely to the equity or interest then owned by Lessor in the
Premises or of the building of which the Premises are a part; however, in no
event, shall any deficiency judgment or any money judgment of any kind be sought
or obtained against any Lessor.

     H.   If Lessor repossesses the Premises pursuant to the authority herein
granted, then Lessor shall have the right to (i) keep in place and use or (ii)
remove and store all of the furniture, fixtures and equipment at the Premises,
including that which is owned by or leased to Lessee at all times prior to any
foreclosure thereon by Lessor or repossession thereof by any lessor thereof or
third party having a lien thereon. Lessor also shall have the right to
relinquish possession of all or any portion of such furniture, fixtures,
equipment and other property to any person ("Claimant") who presents to Lessor a
copy of any instrument represented by Claimant to have been executed by Lessee
(or any predecessor of Lessee) granting Claimant the right under various
circumstances to take possession of such furniture, fixtures, equipment or other
property, without the necessity on the part of Lessor to inquire into the
authenticity or legality of said instrument. The rights of Lessor herein stated
shall be in addition to any and all other rights that Lessor has or may
hereafter have at law or in equity; and Lessee stipulates and agrees that the
rights herein granted Lessor are commercially reasonable.

     I.   Notwithstanding anything in this Lease to the contrary, all amounts
payable by Lessee to or on behalf of Lessor under this Lease, whether or not
expressly denominated as rent, shall constitute rent.

     J.   This is a contract under which applicable law excuses Lessor
from accepting performance from (or rendering performance to) any person or
entity other than Lessee.

     20.  MORTGAGES. Lessee accepts this Lease subject and subordinate to any
mortgages and/or deeds of trust now or at any time hereafter constituting a lien
or charge upon the Premises or the improvements situated thereon or the building
of which the Premises are a part; provided, however, that if the mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have Lessee's
interest in this Lease superior to any such instrument, then by notice to Lessee
from such mortgagee, trustee or holder, this Lease shall be deemed superior to
such lien, whether this Lease was executed before or after said mortgage or deed
of trust. Lessee, at any time hereafter on demand, shall execute any
instruments, releases or other documents that may be required by any mortgagee
for the purpose of subjecting and subordinating this Lease to the lien of any
such mortgage.

     21.  MECHANIC'S LIENS. Lessee has no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon,
or in any manner to bind the interest of Lessor or Lessee in the Premises or to
charge the rentals payable hereunder for any claim in favor of any person
dealing with Lessee, including those who may furnish materials or perform labor
for any construction or repairs. Lessee covenants and agrees that it will pay or
cause to be paid all sums legally due and payable by it on account of any labor
performed or materials furnished in connection with any work performed on the
Premises and that it will save and hold Lessor harmless from any and all loss,
cost or expense based on or arising out of asserted claims or liens against the
leasehold estate or against the right, title and interest of the Lessor in the
Premises or under the terms of this Lease. Lessee agrees to give Lessor
immediate written notice of the placing of any lien or encumbrance against the
Premises.

     22.  LESSOR'S LIEN. In addition to any statutory lien for rent in
Lessor's favor, Lessor shall

                                       11

<PAGE>

have, and Lessee hereby grants to Lessor, a continuing security interest for all
rentals and other sums of money becoming due hereunder from Lessee, upon all
goods, wares, equipment, fixtures, furniture, inventory, and other personal
property of Lessee now or hereafter situated on the Premises, and such property
shall not be removed therefrom without the consent of Lessor until all
arrearages in the rent as well as any and all other sums of money then due to
Lessor hereunder shall first have been paid and discharged. In the event any of
the foregoing described property is removed from the Premises in violation of
the covenant in the preceding sentence, the security interest shall continue in
such property and all proceeds and products, regardless of location. Upon a
default hereunder by Lessee in addition to all other rights and remedies, Lessor
shall have all rights and remedies under the Uniform Commercial Code, including
without limitation, the right to sell the property described in this Paragraph
at public or private sale upon five (5) days notice by Lessor to Lessee. Lessee
hereby agrees to execute such other instruments, necessary or desirable under
applicable law to perfect the security interest hereby created. Lessor and
Lessee agree that this Lease and security agreement serves as a financing
statement and that a copy, photographic or other reproduction of this portion of
this Lease may be filed of record by Lessor and have the same force and effect
as the original. This security agreement and financing statement also covers
fixtures located at the Premises subject to this Lease and legally described in
Exhibit "A" and Paragraph 26A attached hereto and incorporated herein by
reference and is to be filed for record in the real property records. Lessor
                                                                      ------
agrees to make reasonable efforts to accommodate Lessee's request to subordinate
--------------------------------------------------------------------------------
to Lessee's primary lending sources.
-----------------------------------

     23.  HAZARDOUS MATERIALS. The term "Substances," as used in this Lease,
shall mean petroleum products, pollutants, contaminants, toxic or hazardous
wastes, or any other substances, the use, storage, handling, disposal,
transportation or removal of which is regulated, restricted, prohibited or
penalized by any "Environmental Law," which term shall mean any federal, state
or local law, ordinance or other statute of a governmental or quasi-governmental
authority relating to pollution or protection of health or the environment and
shall specifically include, but not be limited to, any "hazardous substance" as
that term is defined under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 and any amendments or successors in
function thereto. Lessee hereby agrees that (i) no activity will be conducted on
the Premises that will produce any Substance, except for such activities that
are part of the ordinary course for Lessee's business activities (the "Permitted
Activities") provided said Permitted Activities are conducted in accordance with
all Environmental Laws and have been expressly approved in advance in a separate
writing by Lessor (which approval Lessor may grant or withhold in its sole
discretion); Lessee shall be responsible for obtaining any required permits and
paying any fees and providing any testing required by any governmental agency;
(ii) the Premises will not be used in any manner for the storage of any
Substances except for the temporary storage of such materials that are used in
the ordinary course of Lessee's business provided such substances are properly
stored in a manner and location meeting all Environmental Laws and expressly
approved in advance in a separate writing by Lessor (which approval Lessor may
grant or withhold in its sole discretion); Lessee shall be responsible for
obtaining any required permits and paying any fees and providing any testing
required by any governmental agency; (iii) no portion of the Premises will be
used as a landfill or a dump; (iv) Lessee will not install any underground or
aboveground tank of any type; (v) Lessee will not allow any surface or
subsurface conditions to exist or come into existence that constitute, or with
the passage of time, may constitute a public or private nuisance; (vi) Lessee
will not permit any Substances to be brought onto the Premises, except in
accordance with the terms and conditions hereof, and if so brought or found
located thereon, the same shall be immediately removed, and properly disposed,
and all required cleanup procedures shall be diligently undertaken pursuant to
all Environmental Laws; and (vii) Lessee shall in all regards comply with
Environmental Laws including; without limitation, meeting any necessary
financial responsibility requirements. Prior to any Substance being brought upon
or into the Premises, whether Lessor's written permission is required or not,
Lessee will provide to Lessor any applicable material safety data sheets
regarding said Substance as well as a written description of the amount of such
Substance to be brought upon or into the Premises and the common and recognized
chemical name of such Substance. Lessee shall bear responsibility for insuring
that all record keeping, reporting and remediation responsibilities of Lessee
under Environmental Laws are met and Lessee assumes all such responsibility and
liability for such legal compliance. Lessor or Lessor's representative shall
have the right, but not the obligation, to enter the Premises for, among other
purposes, the purposes of inspecting the storage, use and disposal of any
Substances and to review compliance with all Environmental Laws. Should it be
determined, in Lessor's sole opinion, that any Substances are being improperly
stored, used, or disposed of, then Lessee shall immediately take such corrective
action as required by applicable Environmental Laws. Lessee will provide Lessor
written notification of the release or disposal of any Substance either within
the Premises or outside of Lessee's Premises and will also provide Lessor
written notice of any pending or threatened litigation concerning the breach or
purported breach of any Environmental Laws. If at any time during or after the
term of the Lease, the Premises is found to be contaminated by Substances or
subject to said conditions, arising from or as a result of Lessee's negligence
(whether in whole or in part) or the use of the

                                       12

<PAGE>

Premises or any Substances by Lessee or any of Lessee's agents, employees,
assigns or subtenants, Lessee shall diligently institute proper and thorough
cleanup procedures in accordance with Environmental Laws at Lessee's sole cost,
and Lessee agrees to indemnify and hold Lessor harmless from all claims,
demands, actions, liabilities, costs, expenses, damages, fines, reimbursement,
restitution, response costs, cleanup costs, and obligations (including
investigative responses and attorney's fees) of any nature. The foregoing
indemnification and the responsibilities of Lessee shall apply to Lessee
regardless of whether they arise from any Permitted Activity or from any
Substances, the use of which Lessor approved, and shall survive the termination
or expiration of this Lease. Lessor shall be under no obligation to expend any
sums or to seek reimbursement to enforce the indemnification obligations of
Lessee hereunder.

Permitted Materials:  "None"

Lessee acknowledges and agrees that to the extent Lessor has agreed not to
unreasonably withhold its consent to any proposed assignment subletting or
transfer of Lessee's interest in this Lease, it shall not be unreasonable for
Lessor to withhold such consent if (i) the anticipated use of the Premises by
the proposed Transferee involves the generation, storage, use, treatment, or
disposal of Substances; (ii) the proposed Transferee has been required by any
prior lessor, lender, or governmental authority to make remedial action in
connection with Substances contaminating a property, if the contamination
resulted from such Transferee's actions or use of the property in question; or
(iii) the proposed Transferee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of a
Substance.

         24. MISCELLANEOUS.

         A.  Words of any gender used in this Lease shall be held and construed
to include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions inserted
in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any
way affect the interpretation of this Lease.

         B.  Except where otherwise expressly defined, Lessee's "proportionate
share", as used in this Lease, shall mean a fraction, the numerator of which is
the area contained in the Premises as shown on Page 1 of this Lease and the
denominator of which is the area contained in the building of which the Premises
are a part (each such area being measured in square feet). Such areas shall be
calculated according to the roof dimensions of the particular area. For the
                                                                    -------
building related items, the percentage shall be 10,802/43,182 (or 25.02%), for
------------------------------------------------------------------------------
project related items the percentage shall be 10,802/149,699 (or 7.22%).
-----------------------------------------------------------------------

         C.  The terms, provisions, covenants and conditions contained in this
Lease shall apply to, inure to the benefit of and be binding upon, the parties
hereto and upon their respective heirs, executors, personal representatives,
legal representatives, successors and assigns, except as otherwise herein
expressly provided. Lessor shall have the right to transfer and assign, in whole
or in part, its rights and obligations in the building and property that are the
subject of this Lease. Each party agrees to furnish to the other, promptly upon
demand, a corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization of such party to
enter into this Lease.

         D.  Lessor shall not be held responsible for delays in the performance
of its obligations hereunder when caused by Lessee, material shortages, acts of
God, labor disputes or other matters outside of Lessor's control.

         E.  Lessee agrees, from time to time, within five (5) days after
request of Lessor, to deliver to Lessor, or Lessor's designee, (i) a Certificate
of Occupancy and. (ii) an estoppel certificate stating that this Lease is in
full force and effect, the date to which rent has been paid, the unexpired term
of this Lease and such other factual matters pertaining to this Lease as may be
requested by Lessor. It is understood and agreed that Lessee's obligation to
furnish such Certificate of Occupancy and estoppel certificate in a timely
fashion is a material inducement for Lessor's execution of this Lease.

         F.  This Lease constitutes the entire understanding and agreement of
the Lessor and Lessee with respect to the subject matter of this Lease, and
contains all of the covenants and agreements of Lessor and Lessee with respect
thereto. Lessor and Lessee each acknowledge that no representations,
inducements, promises or agreements, oral or written, have been made by Lessor
or Lessee, or anyone acting on behalf of Lessor or Lessee, which are not
contained herein, and any prior agreements, promises, negotiations, or
representations `not expressly set forth in this Lease are of no force or
effect. This Lease may not be

                                       13

<PAGE>

altered, changed or amended except by an instrument in writing signed by both
parties hereto.

     G.  All obligations of Lessee hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereof, including without
limitation, all payment obligations with respect to Base Rent and operating
expenses and all obligations concerning the condition and repair of the
Premises. Upon the expiration or earlier termination of the term hereof, and
prior to Lessee vacating the Premises, Lessee shall restore the Premises to good
condition and repair, reasonable wear and tear excluded. Prior to Lessee
vacating the Premises, Lessee shall make all repairs as specified in Paragraph 5
hereof, including but not limited to any repairs necessary so that the heating
and air conditioning systems are in good working order. Upon expiration or
earlier termination hereof the Premises shall be delivered to Lessor in broom
clean condition. If any and all repairs or restoration required of Lessee
hereunder are not completed by the expiration or earlier termination hereof
Lessor may cause the same to be completed and the costs shall be paid by Lessee
(including a fifteen percent (15%) service charge for arranging for and
coordinating such work).

Lessee shall also, prior to vacating the Premises, pay to Lessor the amount, as
estimated by Lessor, of Lessee's obligation hereunder for all operating expenses
including, without limitation, taxes, insurance premiums and common area charges
for only the year in which the Lease expires or terminates. All such amounts
    ----
shall be used and held by Lessor for payment of such obligations of Lessee
hereunder, with Lessee being liable for any additional costs therefore upon
demand by Lessor which final demand shall be made within 120 days following the
          ---------------------------------------------------------------------
end of the lease, or with any excess to be returned to Lessee after all such
----------------
obligations have been determined and satisfied as the case may be. In lieu of
waiting until the close of the calendar year in order to determine any excess
additional rentals for operating expenses as set forth in Paragraph 2C, Lessor
has the option to charge Lessee for Lessee's proportionate share of the
additional rentals based upon the previous year's operating expenses plus ten
percent (10%). Any security deposit held by Lessor may, at Lessor's option, be
credited against the amount payable by Lessee under this Paragraph 24G or
otherwise handled in accordance with Paragraph 2B hereof.

     H.   If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added, as a
part of this Lease, a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.

     I.   All references in this Lease to "the date hereof' or similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this Lease.

     J.   Lessee represents and warrants that it has dealt with no broker,
agent or other person in connection with this transaction or that no broker
agent or other person brought about this transaction, other than InSite Realty
                                                                 -------------
Partners, L.P. and Kelly Carmody with Coldwell Banker Commercial, Chen &
------------------------------------------------------------------------
Associates and Lessee agrees to indemnify and hold Lessor harmless from and
----------
against any claims by any other broker agent or other person claiming a
commission or other form of compensation by virtue of having dealt with Lessee
with regard to this leasing transaction.

     K.   If and when included within the term "Lessor", as used in this
instrument, there is more than one person, firm or corporation; all shall
jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address for the receipt of notices
and payments to Lessor. If and when included within the term "Lessee", as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address within the continental
United States for the receipt of notices and payments to Lessee. All parties
included within the terms "Lessor"` and "Lessee" respectively, shall be bound by
notices given in accordance with the provisions of Paragraph 25 hereof to the
same effect as if each had received such notice.

     L.   LESSOR AND LESSEE EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO
IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE AGREEMENT AND THAT ALL
EXPRESS OR IMPLIED WARRANTIES IN CONNECTION THEREWITH ARE EXPRESSLY DISCLAIMED.

     M.   This Lease Agreement shall be construed under the laws of the State
of Texas.

                                       14

<PAGE>

     N. Time is of the essence; and all due dates, time schedules, and
conditions precedent to exercising a right shall be strictly adhered to without
delay except where otherwise expressly provided.

     O. Because the Premises are on the open market and are presently being
shown, this Lease shall be treated as an offer subject to non-acceptance by
Lessor, and shall not be valid or binding unless and until accepted by Lessor in
writing and a fully executed copy delivered to both parties hereto.
Notwithstanding the foregoing, Lessee agrees to tender to Lessor an initial sum
of $15,772.00 with executed originals of this Lease Agreement. Lessor shall for
   ----------
a period of fifteen (15) days after receipt of such executed Lease and tendered
sum have the ability but not the obligation to review and return an executed
original of the Lease Agreement to Lessee. If Lessor shall notify Lessee of its
acceptance or return an executed original Lease Agreement to the Lessee during,
or after the expiration of, such time period, then this Lease Agreement shall be
binding upon both parties. If Lessor does not accept the Lease as tendered. then
Lessor shall return the initial sum within 15 days of written notice of
non-acceptance. Upon such occasion, Lessor may retain such sums so deposited by
Lessee and apply such sums to amounts due and owing under the teams of the Lease
Agreement. Lessee agrees that its offer to lease the Premises will be
irrevocably left open during the time period necessary for Lessor to consider
the offer.

     25. NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivering of notice or the making of any payment by
Lessor to Lessee or with reference to the sending, mailing or delivering of any
notice or the making of any payment by Lessee to Lessor shall be deemed to be
complied with when and if the following steps are taken:

     (a) All rent and other payments required to be made by Lessee to Lessor
hereunder shall be payable to Lessor at the address for Lessor set forth below
or at such other address as Lessor may specify from time to time by written
notice delivered in accordance herewith. Lessee's obligation to pay rent and any
other amounts to Lessor under the terms of this Lease shall not be deemed
satisfied until such rent and other amounts have been actually received by
Lessor. In addition to Base Rental due hereunder, all sums of money and all
payments due Lessor hereunder shall be deemed to be additional rental owed to
Lessor.

     (b) All payments required to be made by Lessor to Lessee hereunder shall be
payable to Lessee at the address set forth below, or at such other address
within the continental United States as Lessee may specify from time to time by
written notice delivered in accordance herewith.

     (c) Any written notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered whether actually received or not, five
(5) business days after deposited in the United States Mail, postage prepaid,
Certified or Registered Mail (Registered Mail shall be effective on the date of
                              -------------------------------------------------
postage as noted by the USPS), addressed to the parties hereto at the respective
-----------------------------
addresses set out below, or at such other address as they have therefore
specified by written notice delivered in accordance herewith.

     26. ADDITIONAL PROVISIONS. The provisions contained in the addenda attached
hereto shall become a part hereof as if fully set forth herein, shall
supplement, modify and be in addition to the terms and conditions contained in
the body of this Lease, and shall control in the event of a conflict with such
terms and provisions.

                                       15

<PAGE>

EXECUTED BY LESSOR, this 1 day of May, 2000.
                        ---       ---


                                            WESTPORT BUSINESS PARK, LTD.
                                            By:      Essex Capital, Inc.
                                                     Its Authorized Agent

Attest/Witness

                                            By:     /s/ Craig L. Sommerfeldt
-----------------------------------             --------------------------------
                                                     Craig L. Sommerfeldt
By:                                         Title:   Vice President
    -------------------------------               ------------------------------


                                            ADDRESS:

                                            c/o InSite
                                            ------------------------------------

                                            1502 Augusta, Suite # 100
                                            ------------------------------------

                                            Houston, TX 77057
                                            ------------------------------------
                                            "Lessor and Secured Party"

EXECUTED BY LESSEE, this 25th day of April, 2000.
                         ----        -----
                                            WOOD ASSOCIATES. INC.
                                            ------------------------------------



Attest/Witness                              By:   /s/ Judy Adams
                                               ---------------------------------

                                            Title:   VP, HR
-----------------------------------               ------------------------------

Title:   Mgr/Contracts                      ADDRESS:
       ----------------------------

                                            3073 Corvin Drive
                                            ------------------------------------

                                            Santa Clara, California 95051
                                            ------------------------------------

                                            Phone:  408-523-2700
                                            ------------------------------------

                                            Fax:  408-523-2799
                                            ------------------------------------

                                  And

                                            7021 Portwest Drive, Suite # 100
                                            ------------------------------------

                                            Houston, Texas 77024
                                            ------------------------------------

                                           "Lessee and Debtor"


                                       16

<PAGE>

26A.    Legal Description. For the purposes of this Lease, the rentable square
footage of the Premises shall be 10,802 square feet of office and warehouse
space located in a building deemed to be approximately 43,182 sq. ft. situated
on a 4.863 acre tract of land out of Block 2, Reserve "B", Westport Business
Park, according to the plat thereof filed at Volume 294,Page 93, Harris County
Map records, Harris County, Texas and more particularly described as 7021
Portwest Drive, Suite # 100, Houston, Texas 77024, as shown in Exhibit A.
Further described as Westport 4, situated within a project known as Westport
Business Park consisting of 42.8760 acres.

26B.    Monthly Base Rent.

        Months 1 - 12        @     $ 5,785.00
        Months 13 - 24       @     $ 6,325.00
        Months 25 - 36       @     $ 6,865.00

26C.    Lessee Improvements. Lessee has inspected and agrees to accept the
Premises on an "as is" basis with the exception of the following: (See Attached
Exhibit "B"). Improvements are to be made at the Lessor's expense and Lessor
shall make best efforts to substantially complete before June 1, 2000. In the
event that Lessor's improvements are not substantially completed by June 1,
2000, then rent shall not commence until such time that they are complete.

     .  Demo and construct walls as indicated
     .  Provide and install new carpet, base, and VCT to replace existing in all
        office areas
     .  Provide mini blinds on exterior windows throughout office
     .  Repair damage to wall between office and warehouse
     .  Provide tinting on all exterior windows in warehouse
     .  Remove bolts protruding from warehouse floor
     .  Refinish wooden double doors at entrance
     .  Additionally, Landlord will deliver all existing electrical, lighting,
        mechanical, plumbing and HVAC systems (HVAC to the office only) and all
        overhead doors in good working order
     .  Proper HVAC tonnage and capacity to service the office and replacement
        of HVAC Unit #5 per the attached letter from Hallmark (Exhibit "C").

26D.    HVAC Maintenance/Service Contract Requirements. The HVAC
maintenance/service contract described in Paragraph 5C above must become
effective within thirty (30) days of the date of occupancy of the facility and
must be performed on at least a quarterly basis. The following items must be
included in Lessee's maintenance contract:

        1.     Adjust belt tension;
        2.     Lubricate all moving parts, as necessary;
        3.     Inspect and adjust all temperature and safety controls;
        4.     Check refrigeration system for leaks and operation;
        5.     Check refrigeration system for moisture;
        6.     Inspect compressor oil level and crank heaters;
        7.     Check head pressure, suction pressure and oil pressure;
        8.     Inspect air filters and replace when necessary; (minimum of once
               per month)
        9.     Check space conditions;
        10.    Check condensate drains and drain pans and clean, if necessary;
        11.    Inspect and adjust all valves;
        12.    Check and adjust dampers;
        13.    Run machine through complete cycle;
        14.    Clean evaporative and condensing coils;
        15.    Check and repair all sheet metal duct, duct board, and flexible
               duct;
        16.    Inspect and replace if necessary all belts;
        17.    Inspect and repair if necessary unit housing;
        18.    Check thermostat operation;
        19.    Inspect and repair as necessary the heating elements;

Any and all other items as recommended by the manufacturer of the unit(s).

26E.    Sign Specifications. Notwithstanding anything contained in Paragraph 7
of the Lease, Lessor agrees to allow Lessee to install one sign at Lessee's
expense which adheres to the following specifications:

                                       17

<PAGE>

 .        The sign panel shall be a pan type (a) 18 gauge steel with porcelain
         finish or (b) .080 aluminum with an acrylic urethane finish. The
         dimensions, color(s), border and corner treatments are as follows:

                  30" x 6', 1-1/2" flange & radius, A-77 background with A-88
                  border & flange.

 .        The sign is to be mounted on the building face to match other existing
         signs on the building.

 .        Any signage that is constructed/installed incorrectly will require that
         particular sign company to replace/relocate the sign at Lessee's
         expense.

 .        Background color noted will be visible on at least two-thirds of the
         sign. Copy style and color are left to the discretion of the Lessee.
         The copy is to be (A) acrylic (max 1/8" thick), (B) Porcelain (type (A)
         porcelain panel only), (C) acrylic urethane, or (D) vinyl (high
         performance - 7 year grade).

 .        This sign shall be installed by a sign contractor which has been
         approved by the Lessor.

26F.     Renewal Option. Lessor hereby grants to Lessee the right and option to
         renew and extend the term of this Lease for thirty-six (36) months (the
         "Renewal Period"). In the event Lessee elects to exercise the option
         described herein, all terms and conditions of this Lease shall continue
         in full force and effect, except that (i) terms, covenants and
         conditions that are expressly or by their nature inapplicable to the
         Renewal Period, including, without limitation, this Renewal Option
         shall not apply, and (ii) the monthly rent shall be adjusted in the
         following manner:

         The monthly rent to be paid during the Renewal Period shall be the fair
         market value of the Premises as determined by Lessor in Lessor's sole
         discretion. In no event shall the rental in the Renewal Period be below
         the rental in the primary or immediately preceding term of the Lease.

         Notice of Lessee's intention to exercise the option must be given to
         Lessor in writing not less than four (4) months nor more than six (6)
         months prior to the expiration of the primary or immediately preceding
         term of this Lease, and Lessee must not be in default under, nor shall
         there be any event or condition which with the passage of time could
         constitute a default under this Lease at either the time that this
         option must be exercised or the commencement of the Renewal Period;
         otherwise, this Renewal Option shall be null and void and of no further
         force or effect. Lessee's- failure to give notice of exercise of the
         Renewal Option shall be deemed a waiver of such option and such option
         will then be of no further force or effect.

         Lessee shall promptly execute and deliver an amendment of the Lease in
         form and substance satisfactory to Lessor to evidence the exercise of
         this Renewal Option and the effect thereof.

         In the event the Premises are sublet or assigned, this renewal option
         will be null and void and of no further effect.

26G.     Right of First Offer.

         (a)      "Offered Space" shall mean 7021 Portwest Drive, Suite # 150
                                             --------------------------------
                  (6,900 s.f.) or any portion thereof.
                  ------------

         (b)      Subject to the preferential rights of other tenants and
                  provided that as of the date of the giving of Lessee's Notice
                  (as hereinafter defined) and on the date Lessee is to commence
                  occupying the Offered Space, (x) Lessee is the lessee
                  originally named herein, (y) Lessee actually occupies all of
                  the Premises originally demised under this Lease and any
                  premises added to the Premises, and (z) no default or event
                  which but for the passage of time in the giving of notice, or
                  both, would constitute a default has occurred and is
                  continuing under the Lease, then, if at any time during the
                  Lease Term any lease for any portion of the Offered Space
                  shall expire, the Lessor, before offering such Offered Space
                  to anyone, other than the lessee then occupying such space (or
                  its affiliates), shall offer to Lessee the right to include
                  the Offered Space within the Premises on the same terms and
                  conditions upon which Lessor intends to offer the Offered
                  Space for lease.

         (c)      Such offer shall be made by Lessor to Lessee in a written
                  notice (hereinafter called the "First Offer Notice") which
                  offer shall designate the space being offered and shall
                  specify the terms which Lessor intends to offer with respect
                  to any such Offered Space. Lessee may accept the offer set
                  forth in the First Offer Notice by delivering to Lessor an
                  unconditional acceptance (hereinafter called "Lessee's
                  Notice") of such offer within three (3) working days after
                  delivery by Lessor of the First Offer Notice to Lessee. Time
                  shall

                                       18

<PAGE>

                  be of the essence with respect to giving of Lessee's Notice.
                  If Lessee does not accept (or fails to timely accept) an offer
                  made by Lessor pursuant to the provisions of this Addendum
                  with respect to the Offered Space designated in the First
                  Offer Notice, Lessor shall be under no further obligations
                  with respect to such space by reason of this Addendum.

         (d)      Lessee must accept all Offered Space offered by Lessor at any
                  one time if it desires to accept any of such Offered Space and
                  may not exercise its right with respect to only part of such
                  space. In addition, if Lessor desires to lease more than just
                  the Offered Space to one tenant, Lessor may offer to Lessee
                  pursuant to the terms hereof all such space which Lessor
                  desires to lease, and Lessee must exercise its rights
                  hereunder with respect to all such space and may not insist on
                  receiving an offer for just the Offered Space.

         (e)      If Lessee at any time declines or fails to accept any Offered
                  Space offered by Lessor, Lessee shall be deemed to have
                  irrevocably waived all further rights under this Addendum, and
                  Lessor shall be free to lease the Offered Space to third
                  parties on any terms acceptable to Lessor.

         (f)      If Lessee shall have elected in accordance with and subject to
                  the provisions of this Addendum, to lease the Offered Space,
                  the lease of the Offered Space shall be upon, and subject to,
                  all of the terms, covenants and conditions provided in this
                  Lease except (i) Lessee shall not have the right to assign its
                  rights under this Addendum to any sublessee of the Premises or
                  assignee of this Lease, and (ii) Base Rent for the Offered
                  Space shall be the then market rental rate but in no event
                  shall be less on a per square foot basis than the Base Rent
                  then being paid by Lessee for the Premises.

26H.     Parking. Parking spaces shall be provided for Lessee's general use
based on the parking ratio of the property of 1.3 spaces per 1,000 square feet.

261.     Assignment and Subletting.

(a)      Provided (x) no default or event which but for the passage of time, the
giving of notice or both would constitute a default has occurred and is
continuing under the Lease and (y) Lessee is the lessee originally named in the
Lease, Lessor shall not unreasonably withhold its consent, on a one-time basis
and after 30 days prior written notice, to Lessee's request for permission to
assign the Lease or sublease all or part of the Premises. A refusal of Lessor to
consent to a proposed assignment by Lessee shall be deemed to be reasonable if
any one of the following criteria is met:

                  (i)   The assignee or sublessee does not have a net worth
         calculated according to generally accepted accounting principles at
         least equal to the net worth of Lessee (A) immediately prior to such
         assignment or sublease or (B) as of the date of this Lease (as adjusted
         for inflation according to the National Consumer Price Index for all
         Urban Consumers or other similar index selected by Lessor), whichever
         is greater;

                  (ii)  The intended use of the Premises by the assignee or
         sublessee is not reasonably satisfactory to Lessor;

                  (iii) The intended use of the Premises by the assignee or
         sublessee would increase the pedestrian or vehicular traffic to the
         Premises or the Lessor's property;

                  (iv)  Occupancy of the Premises by the assignee or sublessee
         would, in Lessor's opinion, violate any agreement binding upon Lessor
         or the Lessor's propeay with regard to the identity of lessees, usage
         of Lessor's property, or similar matters;

                  (v)   The identity or business reputation of the assignee or
         sublessee may, in the good faith judgment of Lessor, tend to damage the
         goodwill or reputation of Lessor or Lessor's property; or

                  (vi)  The assignment or sublet is to another lessee of
         Lessor's property or is at rates which are below those charged by
         Lessor for comparable space.

The foregoing criteria shall not exclude any other reasonable basis for Lessor
to refuse its consent to such assignment.

(b)      Any approved assignment or sublease shall be expressly subject to the
terms and conditions of this Lease.

                                       19

<PAGE>

(c)  Lessee shall provide to Lessor all information concerning the assignee or
sublessee as Lessor may request.

(d)  Lessor may revoke its consent immediately and without notice if, as of the
effective date of the assignment or sublease, there has occurred and is
continuing any default or any event which but for the passage of time, the
giving of notice or both would constitute a default under the Lease.

(e)  Lessor's agreement to not unreasonably withhold its consent shall only
apply to the first assignment or sublease under the Lease, and Lessor may
withhold its consent in its sole discretion to any subsequent assignment or
sublease.

(f)  All rentals to be paid by the assignee or sublessee in excess of those
provided for in the Lease shall be paid to Lessor.


                                       20

<PAGE>


                                    [Graphic]

                                   EXHIBIT "A"

<PAGE>

                                    [Graphic]

                                   EXHIBIT "B"

<PAGE>

[Graphic]
Hallmark Air Conditioning & Heating

FAX  [Graphic]
,

April 3, 2000

Leonard Johnson
Wood Associates
3073 Corvin Drive
Santa Clara, CA  95051

RE:   7021 Portwest Drive  Suite 100

Dear Mr. Johnson,

Thank you for the opportunity to assist you in the inspection of the HVAC
equipment at the above referenced address.

Our inspection found a total of five (5) Rooftop Package Systems each
approximately 18 years old.

All 5 systems need the evaporator coils cleaned.

Unit #2 needs a belt replacement or adjustment.

Unit #3 and #4 have no power and could not be tested. #4 will need an electrical
disconnect.

Unit #5 has a failed compressor and refrigerant leaks. System replacement would
be suggested.

We will provide Quarterly Maintenance, filter replacement, preferred service and
discounted repair pricing for $1457.00 plus tax per year. We will provide a
formal proposal by mail.

Please advise if we should notify anyone else as to our findings at this time.

Sincerely,

/s/ Steve Carver
Steve Carver
Service Manager

[Graphic]
4517 Southerland Rd.  Houston, Texas  77092  713/462-8041  Fax 713/ _______


                                   EXHIBIT "C"