INDUSTRIAL LEASE AGREEMENT

    THIS LEASE is entered into this 22nd day of August,  2000, in  consideration
of the covenants and  undertakings  of each of the parties hereto by and between
Belz Investco GP, a Tennessee general  partnership,  hereinafter  referred to as
"Landlord",  and Riddell  Sports,  Inc., , a Delaware  corporation,  hereinafter
referred to as "Tenant";

                                   WITNESSETH:

    Landlord  owns,  operates or controls  certain real property  located in the
City of  Bartlett,  County of  Shelby  and State of  Tennessee  located  at 3131
Appling Road (the "Property"); and

    WHEREAS,  Tenant desires to lease from Landlord space within the development
or  building  described  above,  which is more  particularly  shown on Exhibit A
hereto and is more particularly described in Part 1 below.

    NOW, THEREFORE, Landlord and Tenant agree as follows:

                                     PART 1
                                    PREMISES
                                    --------

    In consideration  of the rent and other agreements  contained in this Lease,
Landlord   leases  to  Tenant  and  Tenant  rents  from  Landlord  the  premises
(hereinafter the "Premises") described as follows:

    Located at 3131 Appling  Road,  Bartlett,  Tennessee.  The Premises  contain
    approximately 205,277 square feet of area.

    The Premises are  designated  on Exhibit A hereto for the purpose of setting
forth the  configuration  and  approximate  dimensions of the space and shall be
improved or  otherwise  prepared  for  occupancy  by Tenant in  accordance  with
Exhibit C which sets out any work improvements to be implemented by Landlord and
the cost,  if any, to Tenant.  In the absence of any specific  requirements  set
forth on Exhibit C, Tenant  shall be deemed to have  accepted  the  Premises "as
is",  except for  provisions  specifically  noted  elsewhere in this Lease as to
acceptance of the space upon Landlord's delivery of the Premises to Tenant.

                                     PART 2
                                      TERM
                                      ----

    Subject to the terms and conditions  contained  herein,  this Lease shall be
effective on the date of complete  execution hereof by Landlord and Tenant,  but
the term of this Lease and the payment of Base Rental and Additional Charges (as
defined in Exhibit B) shall begin on the  commencement  date (the  "Commencement
Date")  which  shall be the earlier of (i)  November  1, 2000,  (ii) the date on
which Tenant  occupies the Premises,  or (iii) fifteen (15) days after  Landlord
tenders  delivery  of the  Premises  to Tenant.  Tender of  delivery  shall have
occurred  on the date  Landlord  notifies  Tenant that  Landlord  has either (i)
substantially  completed any improvements to be implemented by Landlord pursuant
to  Exhibit  C  subject  to  minor  punchlist  items,  or (ii)  determined  that
Landlord's  work  pursuant to Exhibit C has  progressed  sufficiently  such that
Tenant may commence and complete Tenant's work while portions of Landlord's work
are still being completed. If the Commencement Date occurs on the first day of a
month,  the term shall  expire  without  notice on the last day of the  previous
calendar month ten (10) years hence,  and if the  Commencement  Date occurs on a
day other than the first day of a month, the term shall expire without notice on
the last day of the  calendar  month in which the  Commencement  Date occurs ten
(10) years hence.

    Any access by Tenant to the Premises prior to the Commencement Date shall be
upon all of the terms,  covenants and conditions of this Lease,  except only the
payment of Base  Rental and  Additional  Charges.  Tenant  shall pay all utility
charges for their portion of the building  related to the Premises  which accrue
from and after Landlord's tender of possession.

    Landlord  and Tenant agree that,  upon the demand of the other  party,  each
shall execute an amendment to this Lease, in recordable form,  setting forth the
Commencement Date and the termination date of the Lease term.

<PAGE>
                                     PART 3
                            RENT, TAXES AND INSURANCE
                            -------------------------

    Tenant  covenants and agrees that without demand,  notice or set off, Tenant
shall pay to Landlord  minimum annual rental  (hereinafter the "Base Rental") in
the amounts as follows:

    Base  Rental  shall be payable in advance on or before the first day of each
month throughout the term of this Lease without deduction,  abatement or set off
except where otherwise provided for in this Lease in the following amounts:

    YEARS                       ANNUAL RENTAL                     MONTHLY RENTAL
    ----------------------------------------------------------------------------

    1-5 ($4.00 psf)             $821,108.00                       $68,425.67
    5-10 ($4.20 psf)            $862,163.40                       $71,846.95

    Additionally,  Tenant  shall pay to  Landlord  its  Proportionate  Share (as
defined in the General Lease  Provisions)  of Real Estate Taxes and  Assessments
(as  defined in the General  Lease  Provisions)  and shall pay to  Landlord  its
Proportionate  Share of Landlord's annual insurance premiums which amounts shall
be paid as provided in Article 1 of the General Lease Provisions.

    All rental  payments and payments of Additional  Charges  hereunder shall be
sent to:

               Belz Investco GP
               Attn.: Accounts Receivable Department
               P. O. Box 3661
               Memphis, Tennessee  38173-3661

or to such other addresses as Landlord may direct in writing from time to time.

                                     PART 4
                                USE AND OPERATION
                                -----------------

    The Premises  shall be opened for business,  kept open for business and used
continuously    only   for   the    following    use:    general    office   and
warehouse/distribution, light assembly of apparel.

                                     PART 5
                                     NOTICES
                                     -------

    All notices  required or provided for under this Lease shall be given in the
manner as prescribed by the notice requirements of the General Lease Provisions,
addressed to the following addresses:

       To Landlord:                                  To Tenant:

       Belz Investco GP                              Riddell Sports, Inc.
       c/o Belz Enterprises                          2525 Horizon Lake Drive
       100 Peabody Place, Suite 1400                 Suite 100
       Memphis, Tennessee  38103                     Memphis, TN  38133
       ATTENTION:  Ronald A. Belz                    ATTN:  Jeff Webb

or to such other addresses as Landlord or Tenant may direct in writing from time
to time.

                                     PART 6
                                REAL ESTATE AGENT
                                -----------------

    This Lease was  negotiated by Belz Realty  Company,  L.L.C.,  represented by
Morris  I.  Thomas  acting  as  agent  for  Landlord  and  Trezevant  Properties
represented by Ann Triplett acting as agents for Tenant.  Landlord agrees to pay
Trezevant  Properties a commission  in  accordance  with the  agreement  between
Landlord and Trezevant Properties.

                                     PART 7
                                 OPTION TO RENEW
                                 ---------------

    It is agreed and understood  that Tenant,  if not in default and if open and
operating,  shall  have  the  right  to  extend  this  Lease  Agreement  for one
additional  period of five (5) years at the base

<PAGE>

rental of $4.41 per square foot for the additional  term.. If Tenant shall elect
to extend,  Tenant  shall give to Landlord  not less than  twelve  (12)  months'
written  notice  prior to the  expiration  of the  original  term of this  Lease
Agreement.

                                     PART 8
                                OPTION TO EXPAND
                                ----------------

    Tenant, if not in default and is continuously  operating for business in the
Premises and, subject to existing Tenant's rights, shall be entitled to exercise
a one time option to expand  into the space  located  adjacent  to the  Premises
("Adjacent Space").  Should Tenant elect to exercise this option, it should give
Landlord no less than sixty (60) days prior  written  notice of its intent.  The
Base Rental for the Adjacent  Space shall be at the then Fair Market rate but in
no event less than the then Base  Rental  currently  being paid by Tenant.  This
option  cannot be  exercised  by Tenant  within  the last three (3) years of any
term.  If within  thirty (30) days after  receipt of such  notice,  Landlord and
Tenant have not agreed upon the Fair Market Rental rate for the respective term,
then Tenant and Landlord shall each appoint a  knowledgeable  real estate broker
or  appraiser  familiar  with  commercial  property  of the type in the  Memphis
metropolitan area. The two appointees shall designate a third real estate broker
or appraiser and the majority decision of the three shall be binding upon Tenant
and Landlord,  but under no  circumstances  shall the rental during any extended
term be less  than the  rental  paid  during  the  preceding  term.  The cost of
arbitration shall be borne equally by Landlord and Tenant.


                                     PART 9
                                ENTIRE AGREEMENT

    This Lease includes the Lease  Agreement,  Exhibit A (drawing or description
of the  Property  showing  the  general  location  of the  Premises),  Exhibit B
(General  Lease  Provisions),  Exhibit  C  (which  delineates  the  construction
requirements  of the  parties,  if  any)  and  Exhibit  D (sign  criteria).  The
foregoing  constitute  all of the  agreements  and  conditions  made between the
parties hereto,  and no  representations or statements claimed to have been made
and not herein contained shall modify this Lease in any way.

    IN  TESTIMONY  WHEREOF the above named  Landlord  and the above named Tenant
have executed this and four (4) other original instruments of identical year and
date, on the day and year set forth on page 1 of this Lease.

LANDLORD:  Belz Investco GP
           By:   URCO, INC. (Managing Partner)

                 By: /s/ Morris I. Thomas
                    -----------------------------------------
                         Morris I. Thomas, Vice President

                 By: /s/ Irwin S. Skopp
                    -----------------------------------------
                         Irwin S. Skopp, Vice President

TENANT:  Riddell Sports, Inc.

                  By: /s/ Jeff Webb
                    -----------------------------------------
                         Jeff Webb, Chief Operating Officer


Exhibits:  A.  Site Plan and/or Floor Plan
           B.  General Lease Provisions
           C.  Construction Exhibit (if applicable)
           D.  Sign Criteria

<PAGE>

                               TABLE OF CONTENTS
                                       TO
                                  EXHIBIT B TO
                           INDUSTRIAL LEASE AGREEMENT

ARTICLE 1 RENT AND OTHER PAYMENTS                                              2
Section 1.  Base Rental                                                        2
Section 2.  Additional Charges                                                 2
(i)   Common Areas Charges                                                     2
(ii)  Real Estate Taxes and Assessments                                        3
(iii) Other Taxes                                                              3
(iv)  Insurance                                                                3
(v)   Tenant's Proportionate Share                                             3
(vi)  Payment                                                                  3
Section 3.Security Deposit                                                     4
ARTICLE 2 USE AND OPERATION                                                    4
Section 1. Permitted Use                                                       4
Section 2. Parking, Etc                                                        5
Section 3. Lawful and Moral Use                                                5
Section 4. Additional Tenant Covenants                                         5
ARTICLE 3 ASSIGNMENT AND SUBLETTING                                            5
ARTICLE 4 ALTERATIONS, INSTALLATIONS AND REMOVAL OF IMPROVEMENTS
               BY TENANT                                                       6
ARTICLE 5 INSURANCE AND RELATED MATTERS                                        6
Section 1. Loss or Damage to Tenant's Property                                 6
Section 2. Tenant's Required Insurance                                         6
Section 3. Landlord's Insurance                                                7
Section 4. Waiver of Recovery                                                  7
Section 5. Hold Harmless and Indemnification                                   7
Section 6. Invalidation of Insurance/Increased Premiums                        7
ARTICLE 6  REPAIRS                                                             7
ARTICLE 7  MECHANIC'S LIEN                                                     8
ARTICLE 8  DAMAGE OR DESTRUCTION BY FIRE                                       8
ARTICLE 9  RIGHT OF ENTRY, ETC                                                 8
ARTICLE 10 DEFAULT                                                             9
ARTICLE 11 INSOLVENCY OF TENANT                                               10
ARTICLE 12 DELIVERY AT END OF LEASE                                           10
ARTICLE 13 EXTENSION; PARTIAL PAYMENT; NO ACCORD AND SATISFACTION             10
ARTICLE 14 SUBORDINATION; ATTORNMENT; ESTOPPEL; LANDLORD'S
               COVENANT AS TO TITLE                                           10
ARTICLE 15 GRAPHICS                                                           11
ARTICLE 16 CONDEMNATION                                                       11
ARTICLE 17 UTILITIES                                                          11
ARTICLE 18 ENVIRONMENTAL MATTERS                                              11
ARTICLE 19 FIRE PROTECTION                                                    12
ARTICLE 20 PERSONAL LIABILITY                                                 12
ARTICLE 21 NOTICES                                                            13
ARTICLE 22 RULES AND REGULATIONS                                              13
ARTICLE 23 REAL ESTATE AGENT                                                  14
ARTICLE 24 COVENANTS RUN TO HEIRS                                             14
ARTICLE 25 SHORT FORM LEASE                                                   14
ARTICLE 26 CORPORATE TENANTS                                                  14
ARTICLE 27 ENTIRE AGREEMENT                                                   14


<PAGE>



                                  EXHIBIT B TO
                           INDUSTRIAL LEASE AGREEMENT
                            GENERAL LEASE PROVISIONS

                                    ARTICLE 1
                             RENT AND OTHER PAYMENTS

Section 1.  BASE RENTAL

          Tenant shall, without demand or notice, pay to Landlord minimum annual
rental  ("Base  Rental")  in the  amount as is set forth in the Lease  Agreement
which  amounts  shall be paid in equal  monthly  installments  (or in the manner
prescribed  by  Part 3 of  the  Lease  to  which  this  is an  Exhibit)  without
deduction,  abatement  or setoff in  advance  on or before the first day of each
month throughout the term of this Lease(1). Base Rental for any partial calendar
month  shall be  prorated  at a daily  rate based upon the number of days in the
respective  calendar year. Tenant shall not prepay any Base Rental more than one
(1) month in advance of its due date.

Section 2.  ADDITIONAL CHARGES

          In  addition  to the Base  Rental  Tenant  agrees,  commencing  on the
Commencement  Date,  to pay to  Landlord,  at the times  hereinafter  set forth,
without deduction,  setoff or abatement,  the following  additional  charges, as
additional  rent,  the nonpayment of which shall be subject to all provisions of
this Lease and of law as to default in the payment of rent or money (hereinafter
referred to as the "Additional Charges"):

          (i) COMMON AREAS  CHARGES.  Tenant  shall pay  Tenant's  Proportionate
Share (as  hereinafter  defined) of  Landlord's  total annual costs and expenses
("Common Areas  Charges") of operating,  maintaining,  repairing,  upgrading and
supervising the Common Areas (as  hereinafter  defined) which costs and expenses
shall be  calculated  on an accrual  basis and  include,  but not be limited to,
cleaning,  gardening and  landscaping the Common Areas including the replacement
and  installation of landscaping;  sanitary control to and for the Common Areas;
any  security or traffic  control  forces or  equipment  provided for the Common
Areas; repairs and replacements of the paving,  curbs,  walkways,  and all other
Common Areas and  facilities;  line painting;  attending the parking areas;  any
governmental charges, surcharges, fees, or taxes on the parking areas or on cars
parking  therein;  costs of all  utilities  used or consumed in the Common Areas
including,  without limitation,  electricity,  water and gas consumed in parking
areas and other  Common  Areas as well as sewer  fees and  sprinkler  monitoring
fees;  repair and/or  replacement  of on-site gas lines,  water lines,  sanitary
sewer lines, storm sewer lines, drainage facilities, light poles, bulbs, and any
other utility lines, pipes, wires,  facilities and related appurtenances serving
the  Common  Areas or more than one tenant  premises;  any  changes  made in the
Common  Areas to comply with legal  requirements;  inspection;  depreciation  of
equipment and facilities used in connection with the Common Areas;  amortization
of  charges  which  Landlord  elects  to charge  over  more than one year  which
Landlord could have charged in one year;  costs of signs,  sign  maintenance and
sound systems;  all personal  property and similar taxes; the cost of all Common
Areas  equipment,  machinery,  tools,  supplies and other personal  property and
facilities and replacements  thereof;  the cost of personnel (including benefits
and taxes) to implement  such services;  the cost of any contracts  entered into
for the performance of any such services or functions;  and similar services and
functions;  plus(1)  (15%)  of all of  the  foregoing  costs  and  expenses  for
Landlord's  administration  expenses.  The  Common  Areas  shall be  defined  as
landscaping,  paving, curbs, walkways,  driveways,  parking areas, and any other
areas not reserved for the use of a single tenant.(3)


----------------------------
1(1)..."except for as otherwise provided herein"....
2(2)..."ten percent (10%)"....
3(3)..."If Tenant ever occupies the entire Building of which the Premises is a
part, Tenant shall have the option to maintain Common Areas of the
Building."....
4(4)...."Notwithstanding the above, Common Area Charges shall not
include the following: a) costs of alterations of any premises or Common Areas
in the Building for other tenants of the Building; b) costs of capital
improvements to the building, except that operating expenses shall include; i)
the cost of any capital improvement completed after the first calendar year of
the term which is primarily intended to reduce any component of operating
expenses; ii) and the cost of paving lot resurfacing amortized over the useful
life of the improvement as reasonably determined by Landlord; c) the cost of any
capital improvement which is made by Landlord to keep the land or building in
compliance with all governmental rules and regulations first enacted or made
applicable to the building following the Commencement Date, excluding those
specifically associated with bringing the building into compliance with the
Americans with Disabilities Act and Clean Air Act as they exist on the date this
Lease is executed, in each case as evenly amortized over the useful life of each
such capital improvement; d) interest and principal payments on mortgages; e)
ground rental payments; f) leasing commissions or fees; g) cost of repairs,
alterations or replacements caused by casualty losses or other events to the
extent actually insure or self-insured against by Landlord or required to be
insured against by Landlord pursuant to this Lease, provided that the deductible
portion of any such costs under any insurance policy shall be included in
operating expenses; h) cost of repairs or alterations or replacements caused by
the exercise of rights of eminent domain; i) depreciation and amortization of
any improvements except as specifically set forth above; j) legal fees and court


<PAGE>


          (ii) REAL ESTATE TAXES AND  ASSESSMENTS.  Tenant shall pay to Landlord
Tenant's Proportionate Share (as hereinafter defined) of the real property taxes
and Assessments (general and special,  ordinary and extraordinary,  foreseen and
unforeseen) levied against the land, building and improvements  constituting the
Property in which the Premises are located or property of which the Premises are
a part or property included in Landlord's real property tax and assessment bills
for the  building in which the Premises are located  ("Real  Property  Taxes and
Assessments").

          "Real Property Taxes and Assessments" shall include all costs and fees
including  consultant's  and similar fees  incurred by Landlord in contesting or
defending taxes and assessments or negotiating with public  authorities.  A copy
of  Landlord's  tax bill  shall be  conclusive  evidence  of the  amount of Real
Property Taxes and Assessments assessed or levied.

          (iii)  OTHER  TAXES.   Should  any   governmental   authority   having
jurisdiction impose a tax and/or assessment of any kind or nature upon, against,
or with respect to the rentals or other  payments  payable to Landlord or on the
gross receipts of Landlord either by way of substitution  for all or any part of
the Real Property Taxes and  Assessments  levied or assessed  against such land,
buildings and improvements, or in addition thereto, then such shall be deemed to
be a Real Property Tax and  Assessment and Tenant shall be obligated to pay said
tax. Tenant shall pay said tax directly to the taxing  authority or, if Landlord
is obligated to pay the taxing authority,  Tenant shall pay to Landlord Tenant's
Proportionate Share thereof.

          (iv) INSURANCE.  Tenant shall pay to Landlord  Tenant's  Proportionate
Share of  Landlord's  annual  premiums  for  insurance  carried by  Landlord  in
accordance with the  requirements of Article 5 of these General Lease Provisions
for "all risk" insurance coverage;  commercial general liability insurance; rent
loss insurance;  boiler and machinery insurance; and all other insurance and the
loss  deductibles  maintained by Landlord for the building and Common Areas from
time to time.


          (v) TENANT'S PROPORTIONATE SHARE. In the event the Premises are a part
of a building with multiple  tenants,  "Tenant's  Proportionate  Share" shall be
defined as being a fraction,  the  numerator of which is the number of leaseable
square feet in the Premises and the  denominator of which is the leasable square
footage of the area within the building in which the Premises are located.

          (vi) PAYMENT.  The foregoing  amounts,  unless the amount and time for
payment are fixed,  may be  separately  invoiced  by Landlord  and in such event
shall be paid by  Tenant  within 5  fifteen  (15)  days  after  the date of such
invoice. Said amounts may be estimated by Landlord in which event Landlord shall
notify  Tenant from time to time of Landlord's  estimate.  Tenant shall pay said
estimate  (as said  estimate may be revised) in advance on the first day of each
and every calendar month with Tenant's Base Rental without further notice.  When
Landlord has  calculated  the exact amount  actually  payable by Tenant for each
item,  Landlord shall notify Tenant. Any deficiency in payment by Tenant for any
item shall be paid by Tenant to Landlord  upon  receipt of the notice in respect
to such item.  Any  overpayment  by Tenant  shall be  credited  against the next
ensuing installments of Landlord's estimate of that item.

          In the event of a dispute  regarding  payment,  the burden of proof of
payment  of any  monthly  installments  of Base  Rental  or  Additional  Charges
hereunder shall be upon Tenant.

--------------------------------------------------------------------------------
costs other than those incurred in any dispute regarding application of
governmental requirements to the general occupancy, maintenance and operation of
the building; k) any costs including any management fee paid to affiliates of
Landlord or Landlord's management agent which are in excess of customary market
amounts; l) extra costs of insurance or alterations of the extent such extra
costs are attributable to any special use of the building, by or special
condition of the building due to the acts of Landlord, Landlord's management
agent, a tenant other than Tenant or any other occupan______t; m) all material
costs, interest and fines arising by reason of violation by Landlord of any
contract or legal requirement applicable to the building; n) land trust fees; o)
salaries of all Landlord employee's above the level of property manager; p) any
and all expenses associated with marketing and/or leasing the Property. If any
operational expense, though paid in one year, relates to more than one calendar
year, such operating expense shall be proportionately allocated among such
related calendar years. If any operating e____At; m) all material costs,
interest and fines arising by reason of violation by Landlord of any contract or
legal requirement applicable to the building; n) land trust fees; o) salaries of
all Landlord employee's above the level of property manager; p) any and all
expenses associated with marketing and/or leasing the Property. If any
operational expense, though paid in one year, relates to more than one calendar
year, such operating expense shall be proportionately allocated among such
related calendar years. If any operating expense relates to more than on
building or parcel or property on the Property, such operating expense shall be
allocated among all such buildings or parcels of property to which it
relates."... (5)...."thirty (30)"...


<PAGE>

          All Base Rental,  Additional  Charges and other amounts required to be
paid shall be paid to  Landlord,  at the  notice  address as is set forth in the
Lease  Agreement  or at such other place or places as Landlord  may from time to
time  designate  in  writing.  Tenant  shall pay all such  amounts  when due and
payable, without any setoff,  deduction or prior demand therefor whatsoever.  If
Tenant shall fail to pay any amounts required to be paid under the terms of this
Lease(6) within (7) days after the same is due, Tenant shall be obligated to pay
a late  payment  charge  equal to the greater of One Hundred  Dollars  ($100.00)
or(8) of any payment not paid when due to reimburse  Landlord for its additional
administrative  costs. In addition any Base Rental or Additional Charge which is
not paid  within (9) Days after the same is due shall  bear  interest  at a rate
equal to the  lesser of  (i)(10)  per annum or (ii) the  highest  contract  rate
allowable  by the state in which the Premises are located from the first day due
until paid.  Any  assessments  pursuant to this  Section  which shall become due
shall be payable, unless otherwise provided herein, with the next installment of
Base Rental.  Any payment by Tenant or acceptance by Landlord of a lesser amount
than  shall be due from  Tenant to  Landlord  shall be  treated  as a payment on
account.  The  acceptance  by  Landlord  of a check for a lesser  amount with an
endorsement or statement  thereon,  or upon any letter  accompanying such check,
that such  lesser  amount  is  payment  in full  shall be given no  effect,  and
Landlord may accept such check without prejudice to any other rights or remedies
which Landlord may have against Tenant.

Section 3.  SECURITY DEPOSIT.





                                    ARTICLE 2
                                USE AND OPERATION

Section 1.  PERMITTED USE

          The Premises shall be opened for business, kept open for business and,
except as provided in Part 4 of the Lease Agreement,  used continuously only for
a general office and for the storage and distribution of products  manufactured,
warehoused or distributed by Tenant, none of which shall be Hazardous Substances
(as defined in Article 18 hereof) or otherwise create a risk which may adversely
affect Landlord's  insurance or impose additional risks to the building in which
the Premises are located. Tenant agrees that it will not use or permit or suffer
the Premises or any part  thereof to be used for any  business or purpose  other
than  specifically  defined  and  permitted  by  the  Lease  Agreement  or  this
paragraph.

          Tenant will obtain all permits  required for its occupancy  other than
building  permits  which are  required in  connection  with  improvements  which
Landlord is required to make pursuant to this Lease Agreement.(11)



---------------------
6(6)...."after Tenant has received written notice"....
7(7)...."fifteen (15)"...
8(8)...."five percent (5%)"....
9(9)...."thirty (30)"....
10(10).."ten percent (10%)"....
11(11).."Notwithstanding the foregoing, Landlord agrees to be responsible for
any initial demands made by Shelby County for a Use and Occupancy Permit with
respect to Tenant's initial occupancy of the Premises prior to any Tenant's
improvements therein. In the event Shelby County makes any demands in accordance
with the foregoing with respect to Tenant's initial occupancy of the Premises
prior to any Tenant improvements to the Premises, Landlord will satisfy same at
Landlord's expense. Tenant acknowledges that Landlord is delivering the Premises
to Tenant in its "As Is", "Where Is" condition with all operative systems
serving the Premises in good working order as of the delivery date of the
Premises by Landlord to Tenant.".....


<PAGE>

Section 2. PARKING, ETC.

          Landlord shall provide areas during the term of this Lease for parking
and other uses,  in common with others,  by Tenant's  customers  and  employees,
together  with the right of  ingress to and egress  from the  Premises  over the
Common Areas.  Landlord  reserves the right to establish and impose from time to
time  reasonable  rules and  regulations as to the occupancy of the Premises and
uniform  operation  of the  building in which the  Premises  are located and may
require that delivery trucks or similar vehicles be parked in designated  areas.
In no event will  disabled  vehicles be kept  within the Common  Areas and in no
event will the Common Areas be used for vehicle repair.

Section 3. LAWFUL AND MORAL USE.

          The Premises  shall,  during the term of this Lease,  be used only and
exclusively  for  lawful  and moral  purposes,  and no part of the  Premises  or
improvements  thereon shall be used in any manner whatsoever for any purposes in
violation  of the  ordinances  and  laws of any  governmental  authority  having
jurisdiction  over the  Premises,  and  Tenant  will save and hold the  Landlord
harmless from any such violations.

          Tenant,  at  Tenant's  expense,  shall  comply  with all laws,  rules,
orders, ordinances,  directions, regulations and requirements of federal, state,
county and  municipal  authorities,  now in force or which may  hereafter  be in
force,  which shall impose any duty upon  Landlord or Tenant with respect to the
use, occupation or alteration of the Premises.

Section 4. ADDITIONAL TENANT COVENANTS.

          Tenant,  at Tenant's  expense,  shall keep the plate glass  within the
Premises  clean and clear of any debris and  litter;  keep any  garbage,  trash,
rubbish or refuse in  rat-proof  containers  within the interior of the Premises
until removed, have such garbage, trash, rubbish and refuse removed on a regular
basis;  keep all  mechanical  apparatus free of vibration and noise which may be
transmitted beyond the Premises;  keep any vestibules or entries to the Premises
and the  sidewalks,  driveways,  parking  areas,  rear service areas and loading
areas and other areas  adjacent  to the  Premises  free of all trash,  refuse or
other articles;  not permit any  accumulations  of garbage,  trash,  refuse,  or
rubbish within or outside of the Premises; remove its personal property from the
Common  Areas;  not  cause or permit  objectionable  odors to  emanate  from the
Premises;  and not  distribute  handbills,  printed  materials,  or  advertising
outside  its  Premises  or within the Common  Areas or solicit  business  in the
parking areas or other Common Areas.

                                    ARTICLE 3
                            ASSIGNMENT AND SUBLETTING

          This Lease shall not be  assigned,  encumbered  or in any other manner
transferred  by Tenant,  voluntarily  or  involuntarily,  by operation of law or
otherwise,  nor shall the  Premises  or any part  thereof be  sublet,  licensed,
granted or used or occupied by anyone other than Tenant without first  obtaining
the written consent of Landlord12

          A change in the control of Tenant or any guarantor of this Lease whose
stock is not publicly  held and traded shall be deemed to be an  assignment  for
all purposes of this Lease 13

          In the event that Landlord  consents to said subletting or assignment,
any amounts  received by or payable to Tenant (other than the  reasonable  value
paid to Tenant in repayment for trade  fixtures and other  personal  property of
Tenant)  above the  amounts  payable by Tenant to Landlord  hereunder,  shall be
deemed "real estate profit" and shall be paid to Landlord.

          If Landlord permits any such assignment,  change or subletting, Tenant
agrees to pay  Landlord's  reasonable  legal fees in  connection  therewith.  If
Tenant shall at any time during the term of this Lease sublet all or any part of
said  Premises or assign this Lease,  Tenant  shall  nevertheless  remain  fully
liable under all of the terms, covenants,  and conditions of this Lease. If this
Lease is  assigned,  or if the  Premises or any part  thereof are  subleased  or
occupied by anybody  other than Tenant,  Landlord may collect from the assignee,
sublessee  or occupant  any rent or other  charges  payable by Tenant under this
Lease and apply  the  amount  collected  to the rent and  other  charges  herein
reserved,  but such  collection by Landlord shall not be deemed an acceptance of
the assignee, sublessee or occupant as a tenant nor a release of Tenant from the
performance by Tenant under this Lease.

          Notwithstanding  Landlord's  consent  to any  assignment,  subletting,
occupation or use by another  person,  any  subsequent  assignment,  subletting,
occupation  or use by another  person shall  require  Landlord's  prior  written
consent 14.



------------------
12(12)...."which consent shall not be unreasonably withheld"....
13(13)...."however, all parties agree that a change in ownership or control due
to any entity acquiring the stock of Tenant, shall not be deemed an assignment,
even if such acquisition creates a new private company."....
14(14)...."which shall not be unreasonably withheld."....

<PAGE>
                                    ARTICLE 4
                         ALTERATIONS, INSTALLATIONS AND
                        REMOVAL OF IMPROVEMENTS BY TENANT

          Tenant  shall have no right  during the  continuance  of this Lease to
make any interior alterations,  changes and improvements to the Premises without
first obtaining the prior written  consent of Landlord15.  In the event Landlord
consents to any  interior  alterations,  Tenant  shall in such event (i) pay all
costs and expenses thereof; (ii) make such alterations, changes and improvements
in a good and workmanlike manner; (iii) obtain all required permits; and (iv) do
all work in conformity with all legal  requirements.  Tenant shall hold Landlord
harmless  from any  penalty,  damage or injury of whatever  kind  arising out of
failure of Tenant's work to so conform.

          Landlord's approval of the plans,  specifications and working drawings
for any of Tenant's  alterations  shall create no responsibility or liability on
the part of Landlord for their completeness,  design sufficiency,  or compliance
with all laws, rules and regulations of governmental authorities or agencies.

          If  Landlord  shall send a notice to Tenant not later than thirty (30)
days after the later of (i) the expiration  date of the Term or (ii) the date on
which Tenant completely  vacates the Premises,  Tenant within three (3) business
days thereafter shall remove any alterations,  changes and improvements  made to
the  Premises by Tenant with or without the consent of Landlord and shall repair
and  restore  the  Premises  to its  condition  prior  to  the  making  of  such
alterations,   changes  and/or  improvements.   Any  alterations,   changes  and
improvements  which  Landlord  does not require to be removed  shall  remain the
property of Landlord without compensation by Landlord to Tenant therefor.

          Except as otherwise  provided,  all  furnishings,  trade  fixtures and
other equipment installed in the Premises by Tenant shall remain the property of
Tenant and shall be removed by Tenant upon the termination of this Lease. Tenant
shall  repair  any  damage  caused  by the  removal  of  such  property  and the
restoration of the Premises provided in the paragraph above. Notwithstanding the
foregoing, all light fixtures, all carpeting,  linoleum or other floor covering,
nailed,  cemented or otherwise  adhesively  attached to the Premises,  sinks and
vanities and the complete  electrical  ((16) emergency  generators,  if
any),  plumbing,   air  conditioning  and  heating  systems,   including  ducts,
diffusers,  grills and control  systems,  shall be and remain in the Premises at
all times for the benefit of Landlord  unless  Landlord  shall direct  Tenant to
remove  any of the  foregoing  within  the  period  set  forth in the  preceding
paragraph.  Tenant shall pay before  delinquencies  all taxes  assessed  against
Tenant's fixtures,  trade fixtures,  equipment and leasehold improvements placed
in or about the Premises.

                                    ARTICLE 5
                          INSURANCE AND RELATED MATTERS

Section 1. LOSS OR DAMAGE TO TENANT'S PROPERTY.

          Tenant  acknowledges  that Landlord does not insure Tenant's  personal
property,  fixtures,  improvements  or  equipment.   Accordingly,  in  order  to
contractually  allocate  risk of loss  relative to all of such  property  Tenant
agrees that it shall store its property in and shall occupy the Premises and use
all other  portions of the property of which the Premises are a part, at its own
risk.  Irrespective of fault, Landlord and Landlord's agents and employees shall
not be liable for, and Tenant waives all claims against them for, loss or damage
to Tenant's  business or damage to person(s) or property  sustained by Tenant or
any person  claiming by, through or under Tenant  resulting from any accident or
occurrence  in or upon the Premises or the building of which they are a part, or
any part  thereof 17. The  provisions  of this  section  shall also apply to the
period prior to the commencement of the Lease term where any permission is given
by  Landlord  to Tenant for Tenant to perform any of its work and install any of
its fixtures or otherwise prior to commencement of the Lease term.

Section 2. TENANT'S REQUIRED INSURANCE.

          Tenant shall,  during the term, at its sole expense obtain and keep in
force, (i) commercial  general liability  insurance  coverage,  personal injury,
bodily injury, broad form property damage, operations hazard, owner's protective
coverage,  contractual liability and products and completed operations liability
in limits not less than  $1,000,000.00  inclusive (the aggregate  limits of such
insurance to apply  specifically to the Premises and not to multiple  locations)
with Landlord and , if required by Landlord,  mortgagees of Landlord, each named
as an additional insured as their respective interests may appear; and (ii) "All
Risk"  Physical  Damage  Insurance  for Tenant's  property  (personal  property,
fixtures and leasehold improvements in excess of building standard) in or on the
Premises  for  the  full  insurable  value  thereof,  including  an  endorsement
providing  for  "loss  of  income"  coverage.   Tenant  shall  furnish  evidence
satisfactory  to Landlord of the existence of and  maintenance of such insurance
prior to or contemporaneous  with the commencement of the term and thereafter on
the date on which such policy is required to be renewed.  Tenant  shall obtain a
written  obligation on the part of each insurance  company to notify Landlord at
least thirty (30) days prior to the cancellation of such insurance. Tenant shall
also  obtain  worker's  compensation  insurance  covering  all person  employed,
directly or indirectly,  in connection  with any finish work performed by Tenant
or any  repair  or  alteration  authorized  by this  Lease  or  consented  to by
Landlord, as required by the law of the state where the Premises are located.

          Landlord reserves the right to require that Tenant increase the limits
of such insurance  required  pursuant to the paragraph  above in such amounts as
Landlord  determines  prudent within generally  accepted business  practices for
comparable

-------------------------
15(15)...."which consent shall not be unreasonably withheld"....
16(16)...."excluding"....
17(17)....", unless such losses are due to Landlord's or Landlord's agent's
negligence."....
<PAGE>
businesses.  All policies  required to be maintained by Tenant  pursuant to this
Article shall be issued in a form acceptable to Landlord by insurance  companies
having and  maintaining at least an A-X rating in the most  currently  available
"Best's  Rating  Guide," and  qualified to do business in the state in which the
Premises  are located.  In no event shall such policy or policies  provide for a
deductible amount for any type of coverage in excess of $1,000.00.

Section 3. LANDLORD'S INSURANCE.

          Landlord shall,  during the term,  obtain and keep in force commercial
general  liability  insurance  coverage and "All Risk" Property Damage Insurance
covering  the  building of which the  Premises  are a part  (including  exterior
walls,  downspouts,  gutters and roof) excluding all  improvements  and fixtures
required  to be insured  by Tenant  pursuant  to  Article 5,  Section 2, in such
amounts and with such deductible  amounts as(18).  Landlord may also insure such
other  risks as  Landlord  may  from  time to time  determine  and with any such
deductibles as Landlord may from time to time  determine.  Landlord's  insurance
cost for maintaining the insurance coverage referred to in this Article shall be
subject to  reimbursement  by Tenant to the extent  provided  elsewhere  in this
Lease.

Section 4.  WAIVER OF RECOVERY.

          Anything in this Lease to the contrary  notwithstanding,  Landlord and
Tenant each hereby waives any and all rights of recovery, claim, action or cause
of action, against the other, its agents, officers or employees, for any loss or
damage  that may occur to the  Premises,  or any  improvements  thereto,  or the
building in which the  Premises are  located,  or any personal  property of such
party  therein,  by reason of fire,  the  elements,  or any other cause which is
insured against or is required to be insured against under the terms of the "All
Risk" Property Damage Insurance  coverage referred to in Sections 2 and 3 above,
regardless of cause or origin,  including  negligence of the other party hereto,
its agents,  officers or employees.  Landlord's and Tenant's  insurance policies
shall each contain a waiver of subrogation.

Section 5.  HOLD HARMLESS AND INDEMNIFICATION.

          Irrespective of the adequacy of said insurance, Tenant shall indemnify
and save  Landlord  free and harmless from all liability for injury or damage to
any person(s),  firm(s),  corporation(s)  or property  occurring on or about the
Premises, or arising out of any accident or any other occurrence on the Premises
or due directly or indirectly to the use of said Premises or any part thereof by
Tenant,  its agents,  subtenants or assignees  (including  all costs,  expenses,
court  reporter  fees,  expert fees and  attorney  fees  incurred by Landlord in
defense of any such claims).(19)

Section 6.  INVALIDATION OF INSURANCE/INCREASED PREMIUMS.

          Tenant  shall not do anything or engage in any  activity or permit any
condition to exist on or about the Premises which will cause the cancellation of
or invalidate  any  insurance  which  Landlord may now or hereafter  have on the
building in which the  Premises  are located or the  Premises.  Further,  Tenant
shall not  permit  any  condition  or  activity  which may  result in  increased
premiums payable by Landlord.
                                    ARTICLE 6
                                     REPAIRS

          Except as otherwise  provided in this Lease,  within a reasonable time
after Landlord  receives  written  notice from Tenant of the necessity  thereof,
Landlord will repair the roof,  structural portions and exterior of the Premises
(exclusive  of doors,  plate glass or entrances  which shall be  maintained  and
repaired by Tenant);  provided,  however,  that Tenant,  not Landlord,  shall at
Tenant's sole cost and expense make all repairs and replacements necessitated by
reason of (a) the  neglect,  fault or  default of Tenant,  or  Tenant's  agents,
employees,  contractors,  invitees,  or  customers  and (b) the  structural  and
exterior work done or installed by Tenant. Further, and notwithstanding anything
in this Lease to the contrary, Tenant shall make all repairs and replacements to
the property  which  Landlord is required to maintain  which are required as the
result of repairs,  alterations,  other  improvements or  installations  made by
Tenant or any occupant of the Premises or the agents of any of them.

          All  maintenance,   repairs  and  replacements  to  the  Premises  not
specifically  the  obligation  of  Landlord  under this  Lease  shall be made by
Tenant.  Tenant, at Tenant's expense, shall make all repairs and replacements to
keep and maintain the  interior of the  Premises in good  condition  and repair,
including,  but not  limited  to,  the  heating,  electrical,  air  conditioning
(whether located within or without the Premises), sprinkler and other mechanical
installations  serving the Premises,  the plumbing and sewer systems serving the
Premises,  the exterior and interior portions of all doors including door checks
and  hardware,  and all windows,  frames and glass;  and Tenant  shall  promptly
replace all broken and cracked  glass.  Any  replacements  Tenant is required to
make under this Lease shall be of equal or better quality, type and style as the
item being replaced. Tenant shall be responsible for all painting and decorating
of the Premises. Tenant will maintain and keep in good condition and repair all

------------------
18(18)...."are  prudent  and in  accordance  with the  practices  of  comparable
businesses.".... 1919)... "except for injury or damage resulting from Landlord's
negligence  or  intentional  misconduct  or that of its  employees  or  agents."
(20)Irrespective of the adequacy of said insurance, Landlord shall indemnify and
hold harmless Tenant from all liability for injury or damage to any person(s) or
property  occurring  on or about the Common Areas or arising out of any accident
in the Common Areas  (including all costs,  expenses and  reasonable  attorney's
fees  incurred by Tenant in defense of any such  claims),  unless such injury or
damage  results from the  negligence or  intentional  misconduct of Tenant,  its
employees, agents, subtenants, assignees or contractors.
<PAGE>
structural  and  exterior  work done or  installed  by Tenant.  Tenant shall not
permit any waste,  damage or injury to the Premises and shall,  at its sole cost
and expense, abate any nuisance upon, or emanating from, the Premises,  keep the
Premises neat, clean and in an orderly and sanitary  condition free of offensive
odors, vermin, rodents, bugs, insects and other pests. Tenant shall keep in full
force and effect a  maintenance  contract  with a reputable  heating  contractor
providing for at least(20)  inspection  and  maintenance  of the heating and air
conditioning systems serving the Premises.  Upon request Tenant shall provide or
require its contractor to provide copies of all  maintenance and service records
to Landlord.  Tenant shall obtain  approval from Landlord of its heating and air
conditioning  contractor and,  additionally,  shall obtain approval of any other
contractor   which  may   require   access  to  the  roof  for  the  purpose  of
implementation  of  any  repairs  or  improvements.  Tenant  shall  in no  event
perforate  or do any  work on or  affecting  the  roof of the  Premises  without
Landlord's prior written consent and if consented to, shall only use contractors
approved by Landlord.

                                   ARTICLE 7
                                 MECHANIC'S LIEN

          Tenant  shall  have no  authority  to  create  or  place  any  lien or
encumbrances  of any kind or nature  whatsoever  upon, or in any manner to bind,
the  interest  of Landlord  in the  Premises  or to charge the  rentals  payable
hereunder  for any claim in favor of any person or entity  dealing  with Tenant,
including those who may furnish  materials or perform labor for any construction
or repairs, and each such claim shall affect and each such lien shall attach to,
if at all, only the leasehold interest granted to Tenant by this instrument.  If
Tenant shall make repairs or  improvements  to the Premises,  Tenant  shall,  in
making such repairs or  improvements,  act solely for its own benefit and not as
an agent of Landlord,  and Landlord's interest in the Premises, and the building
or the  overall  development  of which  the  Premises  are a part,  shall not be
subject to any mechanic's, furnisher's or materialmen's liens.

          Tenant  covenants  and agrees that it will pay or cause to be paid all
sums due and  payable  by it on  account  of any labor  performed  or  materials
furnished  in  connection  with any work  performed on the Premises on which any
lien is or can be validly and legally asserted against its leasehold interest in
the Premises or the  improvements  thereon.  Tenant will save and hold  Landlord
harmless  from any and all loss,  cost or expense,  including  attorneys'  fees,
based on or arising out of asserted claims or liens against the leasehold estate
or against the rights,  title and  interest of the  Landlord in the  Premises or
under the terms of this Lease. Tenant shall discharge by payment or satisfactory
bond pursuant to statutory  procedures any lien arising out of work performed or
materials  furnished on the Premises by,  through or under Tenant  within thirty
(30) days after the filing of same.

                                    ARTICLE 8
                          DAMAGE OR DESTRUCTION BY FIRE

          In the event the Premises shall be damaged or destroyed  either (i) by
an insured casualty within Landlord's all-risk insurance policies to such extent
that Landlord  cannot make necessary  repairs or rebuild within ninety (90) days
from the date of such damage or destruction;  or (ii) by any uninsured casualty,
or (iii) by an  insured  casualty  with  respect to which  Landlord's  mortgagee
requests that the  insurance  proceeds be applied to the  indebtedness,  then at
Landlord's option,  this Lease Agreement may be terminated in which event Tenant
shall  be  allowed  an  abatement  of rent  from  the  date of  such  damage  or
destruction.(21)

          If the Premises  shall be damaged or destroyed by fire or other causes
and Landlord  elects to repair the Premises and continue  this  Lease,(22)  then
this Lease  Agreement  shall not  terminate,  the Premises  shall be repaired or
rebuilt by Landlord at its own expense,  the Base Rental and Additional  Charges
shall abate  proportionately  until the repairs or rebuilding  are completed and
possession  thereof given to Tenant,  and the term of this Lease Agreement shall
be  extended  for a  period  equal  to such  period  of rent  abatement  but not
otherwise  affected.  Tenant shall in all events restore or repair its additions
and  improvements  to  the  Premises.   Tenant  shall,  in  case  of  damage  or
destruction, give immediate notice in writing to Landlord.

          Should fifty percent  (50%) or more of the total  leasable area of the
building in which the  Premises  are located at any time be damaged or destroyed
by fire or any  other  cause,  Landlord(23)  may elect  not to  rebuild  and may
forthwith  terminate this Lease Agreement by written  notice(24)  election to so
terminate.

          In the event of a casualty  loss or damage  which  arises out of or in
connection  with the use,  misuse,  or occupancy  of the Premises by Tenant,  or
results from the acts or omissions of Tenant, its employees,  or agents,  Tenant
shall  indemnify  Landlord  for any  claims,  loss or damage not  covered  under
Landlord's standard insurance coverage, including the deductible portion of such
insurance.
                                    ARTICLE 9
                              RIGHT OF ENTRY, ETC.

          Landlord reserves the right during the term of this Lease to enter the
Premises at  reasonable  hours for the  purposes of  inspecting  and showing the
Premises  and to make such  repairs as  Landlord  may deem  necessary  for their
protection and

------------------
21(20)...."semiannual"....
22(21)...."Notwithstanding  the  foregoing,  in the event that  Landlord has not
terminated the Lease pursuant to the foregoing provision,  but has not completed
the repair or  rebuilding  of the  Premises by the date that is ninety (90) days
after  the date of  damage  or  destruction,  Tenant  shall  have  the  right to
terminate the Lease on written  notice to  Landlord."...
23(22)...."as  provided above,"....
<PAGE>

24(23)...."or Tenant"....
25(24)...."of either party's"....


<PAGE>

preservation,  and  additionally  may  enter  at any  time  in the  event  of an
emergency,  provided  that these  rights  shall not be  construed  as  expanding
Landlord's repair obligation beyond that as stated herein.

                                   ARTICLE 10
                                     DEFAULT

          Tenant  shall be in default  hereunder if Tenant shall (i) fail to pay
rent or any other sums of money  required to be paid by Tenant and such  failure
shall continue for (25) days after Landlord gives Tenant written notice thereof;
or (ii) fail to perform or comply with any other  covenant,  condition,  term or
provision  of this Lease and such  failure  shall  continue  for (26) days after
Landlord gives Tenant written notice thereof.  In the event of any such default,
in  addition  to all  other  remedies  given to  Landlord  in law or in  equity,
Landlord  may by  written  notice  to Tenant  terminate  this  Lease or  without
terminating  this Lease and  without  notice  re-enter  the  Premises by summary
proceedings or otherwise and in any event may dispossess Tenant.

          Tenant,  notwithstanding such termination,  shall be and remain liable
for all rent and other  charges and sums due  hereunder for the remainder of the
term,  which liability shall survive the termination of this Lease, the re-entry
by  Landlord  and the  commencement  of any action to secure  possession  of the
Premises.  Landlord shall have the right to maintain  successive actions against
Tenant for recovery of all damages, including, without limitation, amounts equal
to the rents and other charges and sums payable hereunder as and when said rents
and other  charges  and sums are payable  hereunder  and  Landlord  shall not be
required to wait to begin such actions or legal  proceedings until the date this
Lease would have expired.

          In the event of such re-entry,  Landlord may enter as agent for Tenant
or in its own name,  without  being  obligated to do so, and re-let the whole or
any portion of said Premises  (with or without any  improvements  made by Tenant
thereon),  or the whole or any portion  thereof with additional  space,  for any
period equal to,  greater or less than the  remainder of the term of this Lease,
for any sum (including any rental concessions and rent-free  occupancy) which it
may deem reasonable,  to any tenant which it may deem suitable and satisfactory,
and for any use and purpose which it may deem  appropriate.  Landlord's  damages
shall  include,  without  limitation,  attorneys'  fees  incurred  by  reason of
Tenant's  default,  commissions  and the cost of  repair  or  alteration  of the
Premises  ("Costs of Re-letting")  and, in the event of any reletting,  Landlord
may  apply the rent  therefrom  first to the  payment  of  Landlord's  expenses,
including  Costs of  Re-letting,  and then to the  payment of rent and all other
sums due from Tenant hereunder, Tenant remaining liable for any deficiency.

          All remedies available to Landlord in this Lease, in law or equity are
declared to be cumulative and  concurrent.  No termination of this Lease nor any
taking or recovering of possession of the Premises shall deprive Landlord of any
of its rights, remedies or actions against Tenant including, without limitation,
the right to receive  all past due rents and damages  equal to future  rents and
other  charges  accruing  under this  Lease,  which  rights  shall  survive  the
termination of this Lease or taking of possession of the Premises.

          If this Lease be terminated  for any reason  whatsoever or if Landlord
should  re-enter  the  Premises  as a result of any  breach of Tenant  hereunder
without  terminating the Lease,  Tenant covenants,  any other covenant herein to
the contrary  notwithstanding  (except where this Lease is terminated  following
eminent  domain  proceedings)  that the Premises  shall then be in the condition
prescribed for delivery at the expiration of the term of this Lease.

          In  the  event  Tenant  violates  any of  the  provisions,  covenants,
conditions  or promises  set forth in this Lease  Agreement,  and further in the
event  Landlord  determines  in its  exercise of its sole  discretion  that such
default is  susceptible  of a cure by Landlord,  then in addition to any and all
other  remedies  provided for in this Lease,  Landlord shall have the right (but
shall not be  obligated)  to cure such  default and  implement  such  corrective
measures as Landlord deems reasonably  necessary to correct such default. In the
event Landlord  exercises the right of "self help" as set forth in the preceding
sentence,  then Tenant  covenants  and agrees that it shall within five (5) days
after  notice from  Landlord  pay to Landlord  the cost  incurred by Landlord in
connection with  implementation  of such corrective  measures (27), it being the
intent to permit Landlord to recover a reasonable administrative fee in addition
to the actual cost incurred.

          Further, in the event Tenant is not conducting a going business within
the Premises or vacates or abandons the Premises (the  cessation of operation of
a business  within the  Premises  for a period in excess of seven (7) days to be
conclusive  evidence of Tenant's  intent to abandon or vacate the Premises) then
Landlord shall have the right (but shall not be obligated) to enter the Premises
after   providing   notice  to  Tenant  for  the  purpose  of   inspection   and
implementation  of  such  repairs,  maintenance  or  other  improvements  to the
Premises which may be required,  in Landlord's  opinion, to preserve the overall
appearance of the Premises or to mitigate the adverse  impact of the  appearance
of the Premises upon the Property. Landlord shall additionally have the right to
change the exterior locks on the Premises for security purposes but shall not be
obligated to do so. In the event Landlord does change the exterior  locks,  then
Tenant shall, upon request, be provided with a key to the Premises.  In no event
shall any of the  foregoing  actions by  Landlord  be  considered  an  eviction,
constructive  or  otherwise,  of Tenant,  it being the intent of the  parties to
permit  Landlord a  reasonable  right of access to the Premises for the purposes
set  forth  herein  and  to  minimize  any  adverse  impact  resulting  from  an
abandonment  of the  Premises or  cessation  of  operation  by Tenant.  Entry by
Landlord pursuant to this paragraph shall in no event be construed,  interpreted
or otherwise  determined  to be an eviction of Tenant or a  termination  of this
Lease absent notification to the contrary by Landlord.(28)

----------------------
26(25)...."ten (10)"....
27(26)...."thirty (30)"....
<PAGE>

28(27)...."together with interest thereon at ten percent (10%) per annum"....
29(28)...."Both  parties agree,  however,  that vacating the Premises alone will
not  constitute  default  if  Tenant  remains  current  on  monetary  and  other
obligations set forth in this Lease."....



<PAGE>
          In the event an  attorney  is  employed  by  either  party in order to
secure  compliance by the other party with the provisions of this Lease (whether
or not  litigation  is  involved),  the  non-prevailing  party  shall pay to the
prevailing  party the  reasonable  attorneys'  fees and costs of  collection  or
enforcement of the  provisions of this Lease  incurred by the prevailing  party,
including filing fees and court costs.

                                   ARTICLE 11
                              INSOLVENCY OF TENANT

          In  the  event  of the  insolvency  of  Tenant,  or  the  filing  of a
proceeding  by or against  Tenant or any partner of Tenant or  guarantor of this
Lease  under the  Bankruptcy  Code or if  relief  is sought by Tenant  under any
similar debtor relief laws or proceedings  including an offer in or out of court
for the compromise of Tenant's debts, or any substantial part thereof,  Landlord
in addition to any rights  available to it at law or equity shall have the right
and privilege to immediately terminate this Lease. Landlord shall have the right
to  immediately  re-enter  into  possession  of the  Premises for the purpose of
leasing same.
                                   ARTICLE 12
                            DELIVERY AT END OF LEASE

          Tenant agrees that on the last day of the term it shall without notice
or  demand  deliver  the  Premises,  including  all  improvements  and  fixtures
permanently  attached,  and replacements  thereto (except those which Tenant may
within  thirty  (30) days after the  expiration  date of the term be directed to
remove)  to  Landlord,  or  Landlord's  agent or  assignee,  in good  order  and
condition.  Tenant shall have repaired all damage to the Premises, ordinary wear
and tear excepted.

          If Tenant  remains in possession of the Premises  after the expiration
of the tenancy  created  hereunder  and without the  execution of a new lease or
other written agreement,  Tenant shall be deemed to be occupying the Premises as
a tenant from month to month and subject to all of the rents and  provisions  of
this Lease in effect on the day before the  expiration  of the  tenancy,  except
those relating to term and except that the Base Rental shall be increased to the
amount  which is the  greater of (i) double the amount  payable  during the last
month of the  Lease or (ii) one  hundred  (29) of the fair  rental  value of the
Premises as of the  expiration of the term,  without  prejudice to any claim for
damages or  otherwise  which  Landlord  may have  against  Tenant for failure of
Tenant to vacate the Premises at expiration of the term. For the purpose of this
provision  "fair  rental  value"  shall be  defined  as being the  amount  which
Landlord is then  receiving for  comparable  space in the building or project in
which the Premises are located or in comparable properties in the same city.

                                   ARTICLE 13
                           EXTENSION; PARTIAL PAYMENT;
                           NO ACCORD AND SATISFACTION

          It is agreed that, should Landlord,  at its option,  either extend the
time of payment  or accept  partial  payment  on one or more of the Base  Rental
installments  or  other  monetary  obligations  hereunder,  such  shall  not  be
construed as altering  the terms of payment of any  subsequent  installments  or
obligations.  After the service of any notice or  commencement  of any suit,  or
final judgment  therein,  Landlord may receive and collect any rent due and such
collection  or receipt  shall not operate as a waiver of nor affect such notice,
suit or judgment.

          No payment by Tenant or receipt by Landlord of a lesser  amount  shall
be other  than on  account  of the  earliest  stipulated  rent,  nor  shall  any
endorsement  or statement on any check or any letter  accompanying  any check or
payment as rent be deemed an accord and  satisfaction.  Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance of
such rent or pursue any other remedy  provided for in this Lease or available at
law or in equity.

          In the event  that any of  Tenant's  checks  payable  to  Landlord  or
Landlord's agent shall be returned for insufficient  funds,  Landlord shall have
the right to  demand  from  Tenant  that all  future  rent  payments  be made by
certified  check or money order,  Tenant shall pay to Landlord a returned  check
fee of  $20.00,  and  Landlord  shall not be  required  to accept any check from
Tenant which does not so conform.

                                   ARTICLE 14
                      SUBORDINATION; ATTORNMENT; ESTOPPEL;
                         LANDLORD'S COVENANT AS TO TITLE

          Upon payment by Tenant of the rent and other charges herein  provided,
and  upon  the  observance  and  performance  of all the  covenants,  terms  and
conditions on Tenant's part to be observed and performed, Tenant shall peaceably
and quietly hold and enjoy the Premises for the term hereof without hindrance or
interruption by Landlord or others legally claiming title thereto by, through or
under  Landlord,  subject,  nevertheless,  to the terms and  conditions  of this
Lease.

          Tenant's  leasehold estate shall always be subordinate to any mortgage
loan,  deed  of  trust,  or  underlying  or  ground  lease,  including,  without
limitation, any refinancing,  replacement,  renewal, modification,  extension or
consolidation  thereof  which is placed upon the  Premises  from time to time by
Landlord.  This provision  shall be self operative and no further  instrument of
subordination shall be required.

------------------
30(29)...."twenty-five percent (125%)"....

<PAGE>
          Tenant  agrees that it will attorn to and  recognize  the purchaser at
any  foreclosure  sale or at any  sale  under a power of sale  contained  in any
mortgage or deed of trust upon the  property in which the  Premises  are located
and the grantee of any  conveyance  made in lieu of foreclosure or power of sale
as landlord  under this Lease.  Tenant  agrees,  further,  that in the event any
proceedings  are brought for the  termination of any ground or underlying  lease
affecting the Premises,  upon such termination,  if the lessor thereunder elects
or is  obligated  to  recognize  Tenant,  Tenant shall attorn to such lessor and
recognize such lessor as Landlord under this Lease.

          Tenant covenants and agrees that within five (5) days after receipt of
notice  Tenant  shall  execute in  recordable  form and  deliver  upon demand of
Landlord  whatever  instruments  may be  required  to  acknowledge  and  further
evidence the subordinations, agreements to attorn and priorities, referred to in
this Section.  Tenant shall additionally,  within five (5) days after receipt of
notice,  execute an "Estoppel"  certificate confirming that the Lease is in full
force and  effect,  that there are no Landlord  defaults  (or  delineating  with
specificity  the nature of such  Landlord's  defaults,  if any),  the rental and
other amounts  required to be paid by Tenant,  and such other  information as is
reasonably requested by a prospective purchaser or mortgagee.

                                   ARTICLE 15
                                    GRAPHICS

          Tenant  shall not place or permit to be placed on the  exterior of the
Premises,  upon the roof,  on any exterior  door or wall,  or on the exterior or
interior window, any sign,  advertising matter,  decoration,  lettering or other
thing of that  kind  without  the  written  consent  of  Landlord  first had and
obtained.  In no event shall temporary or portable signs or banners be utilized,
installed or displayed at or about the Premises. All signs and directories shall
conform to the  specifications  which  Landlord  requires in the exercise of its
sole discretion.
                                   ARTICLE 16
                                  CONDEMNATION

          The parties  hereby  agree that should the  Premises,  or such portion
thereof as will make the Premises  unusable for the purposes  herein leased,  be
taken or  condemned  for  public or  quasi-public  use,  then this  Lease  shall
terminate from the date when  possession of the part so taken shall be required.
If the Lease continues  after a partial  taking,  the Base Rental and Additional
Charges  shall  abate  proportionately  as to the part taken.  All  compensation
awarded for such taking of the Premises,  or any part  thereof,  the fee and the
leasehold  shall  belong to and be the property of Landlord  provided,  however,
that  Landlord  shall not be entitled to any portion of any award made to Tenant
for the value of Tenant's  trade  fixtures.  Tenant shall not be entitled to any
damages for the  unexpired  portion of the term of this Lease,  or injury to its
leasehold interest.
                                   ARTICLE 17
                                    UTILITIES

          Tenant is to obtain and pay for all utilities,  including electricity,
gas, other fuel, water,  garbage fee, sewer fee,  sprinkler  monitoring fees and
other  special  fees on or for the  Premises  during the term of this Lease.  If
there is a master meter source provided by or through the Landlord,  Tenant will
pay  Landlord  for  said  utility  usage  as   additional   rent  promptly  upon
presentation of statements for said usage,  based upon Landlord's  determination
from time to time of Tenant's  consumption.  Said  amounts may be  estimated  by
Landlord in which event Tenant shall pay said  estimate,  as may be revised from
time to time,  in advance on the first day of each and every month with Tenant's
Base  Rental  without  further  notice.  Landlord  will  have  the  right in its
discretion to adjust  utility costs among tenants on other than a pro rata basis
based upon its determination of tenants' usage.(30)

                                   ARTICLE 18
                              ENVIRONMENTAL MATTERS

          Tenant shall not cause or permit any  Hazardous  Substance to be used,
stored, generated, disposed of or released on or in the Premises or the Property
or the land on which the Property is located or the underlying acquifer on which
the Property is located. Further, Tenant shall not cause or permit any materials
or substances which are commonly deemed to be explosive or flammable to be used,
stored, generated, released or disposed of on or in the Premises or the Property
in which the  Premises  are  located  by  Tenant,  Tenant's  agents,  employees,
contractors,  or invitees without first obtaining Landlord's written consent. If
Hazardous  Substances are used, stored,  generated,  or disposed of on or in the
Premises or the Property  except as permitted  above,  or if the Premises or the
Property  become  contaminated in any manner for which Tenant is legally liable,
Tenant  shall  indemnify  and hold  harmless  Landlord  from any and all claims,
damages, fines judgments, assessments,  penalties, costs, liabilities, or losses
(including,  without  limitation,  a decrease  in value of the  Premises  or the
Property,  damages caused by loss or restriction of rentable or usable space, or
any damages caused by adverse impact on marketing of the space,  and any and all
sums paid for  settlement of claims,  attorneys'  fees,  consultant's  fees, and
expert's fees) arising during or after the Lease term and arising as a result of
that contamination by Tenant. This indemnification includes,  without limitation
any and all  costs  incurred  because  of any  investigation  of the site or any
cleanup,  removal, or restoration mandated by a federal,  state, or local agency
or political subdivision.  Without limitation of the foregoing, if Tenant causes
or permits  the  presence  of any  Hazardous  Substance  on the  Premises or the
Property and that results in contamination,  Tenant shall promptly,  at its sole
expense,  take any and all  necessary  actions  to return  the  Premises  or the
Property to the condition  existing  prior to the presence of any such Hazardous
Substance on the Premises or the Property.  Tenant shall notify  Landlord if any
governmental regulatory agent cites or notifies it

----------------------
31(30)...."If  Landlord leases the remaining  unoccupied portion of the building
to another  third  party  Tenant,  Landlord  will bear the  expense to  separate
utilities, meters, HVAC, electrical, sprinkler, etc.,"....

<PAGE>
of a  violation  of  environmental  laws,  rules or  regulations  and shall keep
Landlord  informed of all acts or actions taken by Tenant with respect  thereto.
Tenant shall first obtain Landlord's approval for any such remedial action.

          As used herein,  "Hazardous  Substance"  means any  substance  that is
toxic,  ignitable,  reactive,  or  corrosive  and that is regulated by any local
government,  the state in which the  Property is located,  or the United  States
Government.  "Hazardous  Substance"  includes any and all material or substances
that are  defined  as  "hazardous  waste,"  "extremely  hazardous  waste,"  or a
"hazardous  substance"  pursuant to state,  federal,  or local governmental law.
"Hazardous   Substance"   includes,   but  is  not  restricted   to,   asbestos,
polychlorobiphenyls ("PCBs"), and petroleum.

          (31) least forty-five  (45) days prior to the  expiration  of the term
hereof,  Tenant  (32)  furnish an  environmental  audit  report  prepared  by an
environmental  engineering  firm  reasonably  acceptable to Landlord which shall
certify the absence of any  Hazardous  Substance  on,  under,  at, or within the
Premises or the Property(33)

          The  provisions  of this  Article  18 shall  survive  any  assignment,
transfer, amendment or termination of this Lease Agreement.

          The  provision  of  Article  18 shall  apply to  Tenant,  its  agents,
employees,  contractors,  invitees or others who obtain  access to the  Premises
during the term hereof.

                                   ARTICLE 19
                                 FIRE PROTECTION

          Tenant has examined the Premises and fire protection/sprinkler  system
in the  Premises,  if any.  Tenant  acknowledges  that  Landlord  shall  have no
responsibility  for  implementation of any modifications  whatsoever to any fire
protection/sprinkler  system in the Premises  which Tenant has examined and with
which  Tenant  is  satisfied.  In the  event  that  the Fire  Marshal,  Building
Department  or other  municipal  authority  requires  any  modifications  to the
existing fire protection/sprinkler system,  implementation of such modifications
and all costs thereof shall be the  responsibility  of Tenant.  Further,  in the
event such  modifications are requested or required as a restriction of Tenant's
use or method of storage  materials  within the  Premises,  Tenant  shall either
implement the required modifications to the fire protection/sprinkler  system or
ventilation  and/or  Tenant  shall  modify  its  method of storage or use of the
Premises  so as to  comply  with the  permitted  uses  under the  existing  fire
protection/sprinkler system or ventilation configuration.  The Premises shall in
no event be used for storage of "high-piled combustible stock" as defined in the
Building  Code adopted from time to time by the  governmental  authority  having
jurisdiction  over the Premises,  unless fire  protection  for such use has been
installed and is maintained in accordance with all applicable ordinances,  laws,
rules, and regulations. Tenant agrees that it shall pay for sprinkler monitoring
fees  through  Common  Area  Charges  as set  forth in  Article  1,  Section  2,
Subsection (i), provided however, if the Premises consist of a building of which
Tenant is the sole  occupant,  Tenant may be billed for and shall pay  sprinkler
monitoring fees directly.(34)

                                   ARTICLE 20
                               PERSONAL LIABILITY

         The liability of Landlord (and any partner, stockholder or officer of
Landlord) to Tenant for any default by Landlord under the terms of this Lease
shall be limited to the interest of Landlord in the Property and Landlord (and
any partner,

----------------------
32(31)...."If  Landlord has a reason to believe that contamination has occurred,
Landlord may require Tenant at"....
33(32)...."to"....
34(33)...."Landlord  warrants and  represents  that,  to the best of  Landlord's
knowledge,   any  use,  storage,   treatment,  or  transportation  of  Hazardous
Substances  that has occurred in or on the Premises prior to the date hereof has
been  in  compliance  with  all  applicable  federal,   state  and  local  laws,
regulations or ordinances. Landlord additionally warrants and represents that to
the best of Landlord's knowledge,  no release, leak, discharge,  spill, disposal
or emission of Hazardous  Substances  has occurred in, on or under the Premises,
and that the Premises are free of Hazardous Substances as of the date hereof.

          Landlord agrees to indemnify and hold harmless Tenant from any and all
claims,  damages,  fines,  judgments,  penalties,  costs,  liabilities or losses
(including,  without limitation, any and all sums paid for settlement of claims,
attorney's  fees,  consultant and expert fees) arising during or after the Lease
term from or in connection with the presence or suspected  presence of Hazardous
Substances  unless  the  Hazardous  Substances  are  present  as a result of the
negligence,  willful  misconduct,  or other  acts of  Tenant,  Tenant's  agents,
employees,  contractors,  or invitees.  Without limitation of the foregoing this
indemnification   shall   include  any  and  all  costs   incurred  due  to  any
investigation of the site or any cleanup,  removal or restoration  mandated by a
federal,  state, or local agency or political subdivision.  This indemnification
shall  specifically  include any and all costs due to Hazardous  Substances that
flow, diffuse,  migrate, or percolate into, onto or under the Premises after the
Lease term commences.
1(34)...."Any modifications required for a third party tenant's occupancy in the
building will be at Landlord's expense.".... 2


<PAGE>

stockholder  or  officer of  Landlord)  shall not be  personally  liable for any
deficiency  nor shall  Landlord  (or any  partner,  stockholder  or  officer  of
Landlord)  ever be liable  under the terms of this  Lease for  consequential  or
special  damages.  This  paragraph  shall  not be  deemed  to  limit or deny any
remedies  which  Tenant may have in the event of default by  Landlord  hereunder
which do not involve the personal liability of Landlord.

          In the event of a sale of the  Property,  Tenant  agrees that Landlord
shall thereupon be released from any  obligations or liabilities  accruing under
this Lease from and after the effective date of such conveyance.

                                   ARTICLE 21
                                     NOTICES

          All notices  required or provided  for under this Lease shall be given
in writing either by (i) CERTIFIED  MAIL,  return receipt  requested;  (ii) hand
delivery by a reputable courier service requiring receipt on delivery;  or (iii)
delivery by a national or regional overnight courier service.  All notices shall
be  addressed  to  Landlord  or Tenant at the  addresses  set forth in the Lease
Agreement or to such other addresses as Landlord or Tenant may direct in writing
from time to time.

          Notices shall be effective upon the earlier of actual receipt or forty
eight (48) hours after deposit in the U.S. Mail or permitted courier. Notices of
any default by Landlord shall be given by Tenant to any mortgagee of whom Tenant
has been notified in writing,  and said  mortgagee  shall have the right to cure
said default.

                                   ARTICLE 22
                              RULES AND REGULATIONS

          Tenant and Tenant's  agents,  employees,  invitees and visitors  shall
comply fully with the requirements of the following rules and regulations.  Such
rules and regulations may be changed or amended by Landlord at any time.

          (i) All garbage and refuse shall be kept in approved  type  containers
and shall be placed at a  location  adjoining  the  Premises  or other  location
designated  by Landlord,  for  collection  at regular  intervals  (not less than
weekly); Tenant to pay the cost of removal of garbage and refuse.

          (ii) The Tenant  agrees that if the  Premises  are used for other than
the use  contemplated by the Lease Agreement,  or if the Fire Marshal  requires,
Tenant, at its cost, shall provide the required  additional  automatic sprinkler
heads and/or other required modifications necessary to comply with the insurance
and fire  department  regulations;  in all events  Tenant shall  provide for its
usage the  necessary  quantity  and approved  type and class fire  extinguishers
within the Premises.

          (iii) No radio,  television,  satellite,  microwave dish or tower,  or
other similar  aerials or  appurtenances  (inside or outside) shall be installed
without first obtaining in each instance Landlord's consent in writing,  (35)and
if such  consent  is given,  no such  device  shall be used in a manner as to be
heard or seen  outside of the  Premises.  Tenant  shall be  responsible  for any
damage to Landlord's roof occasioned by such installation.

         (iv) Tenant shall keep the Premises at a temperature sufficiently high
to prevent freezing of water in pipes and/or fixtures or equipment.

          (v) Tenant shall  during the lease term or any  extension  hereof,  at
Tenant's  costs,  be  responsible  for pest  extermination  (including,  but not
limited to,  rodents and insects) at such intervals as are necessary to keep the
Premises free and clear of infestation.

          (vi) Tenant shall not place,  suffer or permit  displays or storage on
the outside of the  Premises or upon any of the Common  Areas of the building of
which the Premises are a part nor shall Tenant  install,  maintain or permit any
vending machines, pay phones, or other property upon the Common Areas.

          (vii)  Tenant  agrees  at all times to  comply  with any  governmental
energy conservation regulations and at all times to maintain temperatures in the
Premises  consistent  with the  temperature  as  specified  and set forth in any
governmental regulation.

          (viii) The outside areas  immediately  adjoining the Premises shall be
kept  clean and free from its  rubbish by  Tenant,  and Tenant  shall not place,
suffer or permit any obstructions or merchandise in such areas.

          (ix)  Tenant  and its  employees  shall  park  their  cars only in the
parking area designated for that purpose by Landlord; if Tenant or its employees
park in a manner that obstructs any fire lane or shall interfere with any of the
rights of Landlord or other tenant  within the  building(s)  and their rights to
free and uninterrupted egress and ingress and loading,  Tenant hereby authorizes
Landlord  (at its  option)  to tow  away  such  vehicles  and  Tenant  shall  be
responsible for all costs incurred in connection with such towing.

          (x) Tenant shall not burn trash or garbage in or about the Premises.

          (xi)  Tenant  shall  not  conduct  or permit  to be  conducted  in the
Premises any auction, fire, bankruptcy or other distress sales without the prior
written consent of Landlord.


---------------------
35...."which shall not be unreasonably withheld,"....

<PAGE>



                                   ARTICLE 23
                                REAL ESTATE AGENT

          Landlord  and Tenant each  represent  and warrant to the other that no
agents were involved in the  negotiation of this Lease except as is disclosed in
the Lease Agreement to which this is an exhibit.  Each party agrees to indemnify
the other  against  claims for  commission  by  individuals,  entities or agents
claiming  entitlement  to  commission  by  virtue of its  representation  of the
indemnifying party.

                                   ARTICLE 24
                             COVENANTS RUN TO HEIRS

          It is hereby covenanted and agreed between the parties hereto that all
covenants, conditions, agreements and undertakings in this Lease contained shall
extend to and be binding  on, and inure to the  benefit of (except as limited by
the terms hereof), the respective heirs, administrators,  executors,  successors
and permitted assigns of the respective  parties hereto the same as if they were
in every case named and  expressed  also that the term Landlord and Tenant shall
be  construed in the singular or plural  number  according as they  respectively
represent one or more than one person.

                                   ARTICLE 25
                                SHORT FORM LEASE

         The parties have entered into a Short Form of this Lease Agreement
which may, at Landlord's option, be recorded. In no event shall this Lease
Agreement be recorded.

                                   ARTICLE 26
                                CORPORATE TENANTS

          In the event Tenant is a corporation, the persons executing this Lease
on  behalf  of  Tenant  hereby  covenant  and  warrant  that:  Tenant  is a duly
constituted  corporation  qualified  to do  business  in the  State in which the
Premises is located;  all Tenant's  franchise and corporate taxes have been paid
to date;  all future  forms,  reports,  fees and other  documents  necessary for
Tenant to comply with applicable laws will be filed by Tenant when due; and such
persons are duly  authorized  by the board of directors of such  corporation  to
execute and deliver this Lease on behalf of the corporation.

                                   ARTICLE 27
                                ENTIRE AGREEMENT

          This  Lease  includes  the  Lease  Agreement,  Exhibit A  (drawing  or
description of the Property showing the general location of the Premises),  this
Exhibit  B  (General  Lease  Provisions)  and  Exhibit C (which  delineates  the
construction  requirements of the parties if any). The foregoing  constitute all
of the  agreements  and  conditions  made  between  the parties  hereto,  and no
representations or statements claimed to have been made and not herein contained
shall modify this Lease in any way.


Landlord: Belz Investco GP               Tenant: Riddell Sports, Inc.
    By: URCO, INC. (Managing Partner)

By                                       By
  ------------------------------------     -------------------------------------
     Morris I. Thomas, Vice President        Jeff Webb, Chief Operating Officer

By
  ------------------------------------
     Ronald A. Belz, President






<PAGE>


                   E X H I B I T "C" - W O R K T O B E D O N E
                   -------------------------------------------

                           BELZ INVESTCO GP- LANDLORD

                          RIDDELL SPORTS, INC.- TENANT



          The Tenant leases  Premises in an "AS IS" condition and agrees to make
all improvements at its expense,  including compliance with any ADA and handicap
requirements  except that Landlord shall make those improvements as shown on the
attached Exhibit C, Plans and  Specifications.  Landlord  warrants the operating
systems consisting of the plumbing,  electrical,  HVAC and sprinkler serving the
Premises  shall be in good  working  order  for the  first  year  following  the
Commencement  Date of the Lease and Landlord  shall  repair,  if  necessary,  or
replace at Landlord's sole discretion, any defects to same at Landlord's expense
if Landlord  receives  written  notice of such defect prior to the expiration of
the first full  lease  year.  The  foregoing  warranty  is  conditioned  upon i)
Tenant's  full  compliance  with AA4 and AA6 of  Exhibit B of this Lease and ii)
such defects not being necessitated as a result of the negligent or willful acts
of Tenant, its lessee's and/or agents.


                                 LANDLORD:  Belz Investco GP
                                            By:   URCO, INC. (Managing Partner)

                                 By:
                                    --------------------------------------------
                                        Morris I. Thomas, Vice President


                                 By:
                                    --------------------------------------------
                                        Ronald A. Belz, President


                                 TENANT: Riddell Sports, Inc.

                                 By:
                                    --------------------------------------------
                                        Jeff Webb, Chief Operating Officer




<PAGE>



                               MEMORANDUM OF LEASE
                               -------------------


     THIS LEASE,  made and entered into as of the ___ day of ____________,  2000
by and between Belz Investco,  GP, a Tennessee limited partnership,  hereinafter
referred to as "Landlord",  and Riddell  Sports,  Inc., a Delaware  corporation,
hereinafter referred to as "Tenant":

                                   WITNESSETH:

     For  and  in  consideration  of  One  Dollar  ($1.00)  and  other  valuable
consideration  paid and to be paid by the Tenant to the  Landlord,  the Landlord
does  demise and let unto  Tenant  and the  Tenant  does lease and take from the
Landlord,  upon the terms and  conditions  and subject to the  limitations  more
particularly set forth in a certain  agreement  between the Landlord and Tenant,
bearing even date herewith,  to which Agreement reference is hereby made for all
of the terms and provisions thereof,  which terms and provisions are made a part
hereof as fully and  particularly  as if set out verbatim  herein,  the premises
situated  in the  City  of  Memphis,  County  of  Shelby,  State  of  Tennessee,
consisting  of land,  together  with  improvements  placed  and/or  to be placed
thereon, and more particularly described as follows:

     An industrial  space containing  approximately  205,277 square feet located
     within  Bartlett,  Tennessee  and  further  municipally  described  as 3131
     Appling Road.

     TO HAVE AND TO HOLD the above  demised  premises  unto the  Tenant  for the
period of ten (10)  years,  commencing  on the first day of November 1, 2000 and
ending on the last day of the previous month ten (10) years thereafter.

     A first lien is hereby  expressly  reserved by the  Landlord and granted by
the Tenant upon the terms and  conditions of this Lease and upon all interest of
the  Tenant  in  this  leasehold  for  the  payment  of rent  and  also  for the
satisfaction  of any cause of action  which may  accrue to the  Landlord  by the
provisions of this instrument. A first lien is also reserved by the Landlord and
granted  by the  Tenant  upon all  building  and  other  physical  improvements,
fixtures and equipment, erected or put in place or that may be erected or put in
place upon the  premises  by or through  the Tenant or other  occupants  for the
payment of rent and also for the  satisfaction  of any cause of action which may
accrue to the Landlord by the provisions of this instrument.

     It is  agreed  and  understood  that  if  the  Tenant  shall  make  certain
improvements to the demised premises, Tenant shall, in making such improvements,
act  solely  for its own  benefit  and not as an  agent  of  Landlord  and  that
Landlord's  interest in the demised  premises  the building of which the demised
premises are a part, and the overall  development of which the demised  premises
are a part, shall not be subject to any mechanical,  furnishers or materialmen's
liens.  Landlord does not consent to any contract for labor or materials  within
the context of Section 66-11-108 et seq.,  Tennessee Code Annotated out of which
any such liens might arise. No contract for labor or material will be contracted
for by  Tenant  except  with the  express  stipulation  that  any  lien  arising
therefrom  shall not attach to  Landlord's  fee  interest,  but only to Tenant's
leasehold  interest  in  the  demised  premises,  building,  or in  the  overall
development  of which the demised  premises is a part.  Tenant  shall defend and
save  harmless  Landlord  from  any and all  loss,  cost or  expense,  including
attorneys' fees, based on or arising out of asserted claims or liens against the
leasehold  estate or against  the right,  title and  interest of Landlord in the
demised  premises or under the terms of the Lease.  Tenant  shall  discharge  by
payment  or furnish  to  Landlord a  satisfactory  bond  pursuant  to  statutory
procedures any lien arising out of work performed or materials  furnished on the
demised  premises by,  through or under Tenant within thirty (30) days after the
filing of same.

     IN WITNESS  WHEREOF,  the parties through their duly  authorized  officers,
have executed this instrument, this the day and year first above written.


LANDLORD: Belz Investco, GP                         TENANT: Riddell Sports, Inc.
      By: URCO, Inc. (Managing Partner)

By:                                      By:
   ------------------------------------     ------------------------------------
    Morris I. Thomas, Vice President         Jeff Webb, Chief Operating Officer

By:
    -----------------------------------
    Ronald A. Belz, President




<PAGE>


STATE OF TENNESSEE
COUNTY OF SHELBY

     Before me, a Notary  Public of the State and County  aforesaid,  personally
appeared  MORRIS I. THOMAS AND RONALD A. BELZ,  VICE  PRESIDENT  AND  PRESIDENT,
respectively,  of URCO, INC., a Tennessee  corporation,  said corporation is the
managing partner of BELZ INVESTCO GP, a Tennessee general partnership, with whom
I am personally  acquainted,  and who, upon oath  acknowledged that they are the
VICE PRESIDENT AND PRESIDENT,  respectively, of URCO, INC., managing partner, of
BELZ  INVESTCO  GP,  and  that  they  as  such  VICE  PRESIDENT  AND  PRESIDENT,
respectively,   executed  the  foregoing  instrument  for  the  purpose  therein
contained by signing the name of such  partnership by such  corporation,  as the
managing partner by themselves as VICE PRESIDENT AND PRESIDENT, respectively, of
such corporation.

     WITNESS my hand and Notarial seal, at office in Memphis,  Tennessee,  this,
the _____ day of __________, 2000.

     -------------------------------------------
     Notary Public

     My Commission Expires:
                           ---------------------




STATE OF TENNESSEE
COUNTY OF SHELBY

     Before me, a Notary  Public of the State and County  aforesaid,  personally
appeared JEFF WEBB with whom I am personally acquainted, (or proved to me on the
basis of satisfactory  evidence) and who, upon oath,  acknowledge  himself to be
the CHIEF OPERATING OFFICER of RIDDELL SPORTS, INC., the within named bargainor,
a Delaware  corporation,  and that he executed the foregoing  instrument for the
purposes therein contained by signing the name of such corporation by himself as
such CHIEF OPERATING OFFICER.

        Witness my hand, at office, this _____ day of ____________, ____.

        -------------------------------
        Notary Public

        My Commission Expires           .
                              ----------