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                                                                   Exhibit 10.34


                                LEASE AGREEMENT

                                BY AND BETWEEN

                     CP REPROP PHOENIX III CORP., Landlord

                                    - AND -

                            SIMMONS COMPANY, Tenant



                           DATED:  March ____, 1997
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                               TABLE OF CONTENTS



ARTICLE I
Demise of Premises.........................................................  1

ARTICLE II
Term of Lease..............................................................  1

ARTICLE III
Rent.......................................................................  2

ARTICLE IV
The Demised Premises; Tenant Improvements..................................  3

ARTICLE V
Use........................................................................  4

ARTICLE VI
Quiet Enjoyment............................................................  4

ARTICLE VII
Additional Rent, Taxes, Assessments,
Water Rates, Charges, Etc..................................................  4

ARTICLE VIII
Insurance..................................................................  7

ARTICLE IX
Repairs.................................................................... 10

ARTICLE X
Common Area Repair......................................................... 11

ARTICLE XI
Casualty................................................................... 13

ARTICLE XII
Condemnation............................................................... 14

ARTICLE XIII
Compliance With Laws, Etc.................................................. 14

ARTICLE XIV
Subordination/Estoppels.................................................... 16

ARTICLE XV
Defaults, Remedies......................................................... 16
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ARTICLE XVI
Assignment and Sublease.................................................... 19

ARTICLE XVII
Notices.................................................................... 21

ARTICLE XVIII
Holding Over............................................................... 22

ARTICLE XIX
Liens...................................................................... 22

ARTICLE XX
Condition of Demised Premises, Loss, Etc................................... 23

ARTICLE XXI
Inspection, For Sale and For Rent Signs.................................... 23

ARTICLE XXII
Signs...................................................................... 23

ARTICLE XXIII
Advance Rent, Security and Late Charge..................................... 24

ARTICLE XXIV
Financial Statements....................................................... 24

ARTICLE XXV
Broker..................................................................... 24

ARTICLE XXVI
Short Form or Memorandum of Lease.......................................... 25

ARTICLE XXVII
Waiver of Trial by Jury.................................................... 25

ARTICLE XXVIII
Personal Liability......................................................... 25

ARTICLE XXIX
Landlord's Retained Rights................................................. 25

ARTICLE XXX
Definitions................................................................ 25
     Section 30.1 Common Facilities or Common Area.  ...................... 25
     Section 30.2 Proportionate Share...................................... 26
     Section 30.3 Force Majeure............................................ 26
     Section 30.4 Additional Rent.......................................... 26
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ARTICLE XXXI
Miscellaneous................................................................ 26
      Section 31.1  Partial Invalidity....................................... 26
      Section 31.2  Waivers.................................................. 26
      Section 31.3  Number, Gender........................................... 27
      Section 31.4  Successors, Assigns...................................... 27
      Section 31.5  Headings................................................. 27
      Section 31.6  Entire Agreement......................................... 27
      Section 31.7  Landlord................................................. 27
      Section 31.8  Words of Duty............................................ 27
      Section 31.9  Cumulative Remedies...................................... 27
      Section 31.10 No Option................................................ 27
      Section 31.11 Accord and Satisfaction.................................. 27
      Section 31.12 Tenant's Corporate Authority............................. 28
      Section 31.13 Landlord's Corporate Authority........................... 28
      Section 31.14 Applicable Law........................................... 28
      Section 31.15 Compliance with Rules and Regulations.................... 28
                  
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      THIS LEASE, dated the ____ day of March, 1997, between CP REPROP PHOENIX
III CORP., a Delaware corporation, with offices at Cabot Partners, Two Center
Plaza, Suite 200, Boston Massachusetts 02108 (hereinafter referred to as the
"Landlord"), and SIMMONS COMPANY, a Delaware corporation, with offices at One
Concourse Parkway, Suite 600, Atlanta, Georgia 30328 (hereinafter referred to as
the "Tenant").

                             W I T N E S S E T H:

                                   ARTICLE I
                              Demise of Premises

      Section 1.1  The Landlord, for and in consideration of the rents to be
paid and of the covenants and agreements hereinafter contained to be kept and
performed by the Tenant, hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord, for the term and the rent and
upon the covenants and agreements hereinafter set forth, the premises described
in Exhibit A attached hereto and made a part hereof (such premises being
hereinafter referred to as the "Demised Premises" and being a part of an
existing building as more particularly defined hereinafter) which is situated on
that certain parcel of land located at 101 North 104th Avenue, Tolleson,
Arizona, in the County of Maricopa, State of Arizona (hereinafter referred to as
the "Real Property"), as described on Exhibit A-1 attached hereto and made a
part hereof (hereinafter called "Building Area"), together with eighty-six (86)
parking spaces (the "Parking Spaces") as shown on Exhibit B attached hereto and
made a part hereof for the exclusive use and enjoyment by the Tenant and the
Tenant's employees, agents and invitees and together with the non-exclusive
right of ingress and egress to and from the Demised Premises and the Parking
Spaces to and from 104th Avenue as shown on Exhibit B attached hereto together
with the right to use in common with all other tenants in the Building the
Common Facilities, defined in Section 31.1.

      The Landlord and the Tenant covenant and agree as follows:

                                  ARTICLE II
                                 Term of Lease

      Section 2.1  The term of this Lease (the "Term" or "Lease Term") and the
demise of the Demised Premises shall be for ten (10) years and three (3) months
beginning on the "Commencement Date", said term as used herein being defined as
the earlier of the following dates: (A) the date upon which the leasehold
improvements described in Article IV hereof have been constructed and installed
by the Landlord as evidenced by the delivery to the Tenant of both a (i)
statement from the Landlord's architect or space planner or engineer certifying
the said tenant improvements have been completed in accordance with all
applicable federal, state and local laws, statutes and ordinances and
substantially in accordance with the plans and specifications approved by the
Tenant under Article IV and (ii) a certificate of occupancy for the Demised
Premises issued by the appropriate governmental authority (provided, however,
that any delays resulting from changes requested by the Tenant to the plans and
specifications for the Tenant Improvements (as hereinafter defined) shall be
retroactively discounted from such date as set forth in Section 4.2) or (B) the
date upon which the Tenant takes possession of the Demised Premises and
commences operation of the business of the Tenant in the Demised Premises;
provided, that the entry by the Tenant into the Demised Premises or the
installation by the Tenant in the Demised Premises of trade fixtures, equipment
and other personal property necessary to conduct the operation of the business
of the Tenant shall not be deemed taking possession of the Demised Premises by
the Tenant. In the event the Commencement Date has not occurred within one
hundred twenty (120) days following the mutual execution of this Lease by the
Landlord and the Tenant (subject to Force Majeure, as hereinafter defined), the
Tenant may terminate this Lease by written notice to the Landlord within fifteen
(15) days thereafter, and upon such termination, the Advance Rent and the
Security Deposit paid by the Tenant under Sections 23.1 and 23.2 
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shall be promptly returned by the Landlord to the Tenant, and the parties shall
have no further obligations or liabilities hereunder to one another other than
those obligations or liabilities that expressly survive the termination of this
Lease.

      The Tenant shall have the right to extend the Term for one (1) additional
five (5) year period pursuant to the terms and conditions set forth in Exhibit C
attached hereto and made a part hereof.

                                  ARTICLE III
                                     Rent

      Section 3.1  The Tenant shall pay to the Landlord, during the Term without
counterclaim, deduction or setoff, except as otherwise provided herein, basic
rent (hereinafter "Term Basic Rent"), calculated in accordance with Section 3.2
and payable in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts.

      Section 3.2  The Term Basic Rent shall accrue at the annual rates
(hereinafter referred to as the "Annual Basic Rent"), and shall be payable in
advance on the first day of each calendar month during the Term in the monthly
installments of Term Basic Rent (hereinafter referred to as the "Monthly Basic
Rent"), set forth below, except that a proportionately lesser sum may be paid
for the first and last months of the Term of this Lease if the Lease Term
commences on a date other than the first day of the month, in accordance with
the provisions of this Lease hereinafter set forth. The Monthly Basic Rent, and
any Additional Rent, shall be payable at the office of the Landlord, at the
address above set forth, or as may otherwise be directed by notice from the
Landlord to the Tenant.

                          Annual                 Monthly
      Months             Basic Rent             Basic Rent

       1-  3                  --                      --

       4- 63            $297,815.04             $24,817.92

      64-123            $349,932.72             $29,161.06


      Notwithstanding anything contained herein to the contrary, the Tenant
shall be entitled to an abatement of the first three (3) months of Monthly Basic
Rent (but not of Additional Rent or any other sum payable by the Tenant under
this Lease) so long as the Tenant shall fully and faithfully perform all of its
obligations hereunder. If, however, the Tenant shall at any time be in default
hereunder beyond any notice and cure period, the abatement provided for herein
shall no longer be valid and the Tenant shall in addition to any other damages
to which the Landlord shall be entitled to as a result of said default be
obligated to reimburse the Landlord for the full amount of the aforesaid
abatement.

      Section 3.3  The Tenant shall, and will, during the Term well and truly
pay, or cause to be paid, to the Landlord, the Monthly Basic Rent as herein
provided and all other sums that may become due and payable by the Tenant to the
Landlord, hereunder, at the time and in the manner herein provided, without
counterclaim, offset or deduction except as otherwise provided herein; and all
other sums due and payable by the Tenant hereunder may, at the Landlord's
option, be deemed to be, and treated as, Additional Rent, and added to any
Monthly Basic Rent due and payable by the Tenant hereunder, and, in the event of
nonpayment of such other sums beyond any notice and cure period, the Landlord
shall have all the rights and remedies herein provided for 



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in the case of the nonpayment of Term Basic Rent and Additional Rent, or of a
breach of any covenant to be performed by the Tenant.

      Section 3.4  The Basic Rent (Term, Annual and Monthly) payable by the
Tenant pursuant to this Lease is intended to be net to the Landlord, and all
other charges and expenses imposed upon the Demised Premises or incurred in
connection with its use, occupancy, care, maintenance, operation and control,
including but not limited to city or state rental taxes and the charges and
expenses payable pursuant to Articles VII and VIII of this Lease, shall be paid
by the Tenant, excepting liens resulting from acts or omissions of the Landlord
and other payments to be paid or obligations undertaken by the Landlord as
specifically provided in this Lease.

      Section 3.5  As used in this Lease, "Basic Rent" shall mean either Term
Basic Rent, Annual Basic Rent or Monthly Basic Rent, as appropriate.

                                  ARTICLE IV
                   The Demised Premises; Tenant Improvements

      Section 4.1  The Demised Premises consist of approximately 103,408 gross
square feet of space in a building containing approximately 279,131 gross square
feet (which building is hereinafter called the "Building") previously erected
thereon. The Tenant shall have a one-time right of first refusal as set forth on
Exhibit D attached hereto and made a part hereof.

      Section 4.2  The Landlord shall perform all of the leasehold improvements
to the Demised Premises in substantial compliance with plans and specifications
approved by the Tenant and more particularly described on Exhibit E attached
hereto and made a part hereof (the "Tenant Improvements"). The Tenant
Improvements shall be performed by the Landlord in compliance with all
applicable codes, rules and regulations. The Landlord shall, prior to the
commencement of any of the aforesaid work obtain all permits, approvals and
certificates required by any governmental or quasigovernmental bodies and (upon
completion) certificates of final approval thereof and, upon request, shall
deliver promptly duplicates of all such permits, approvals and certificates to
the Tenant. The Seller shall assign to the Tenant any warranties the Seller has
received relating to the Tenant Improvements and shall provide to Tenant a one
(1)-year general warranty relating to the Tenant Improvements.

      If the Tenant requests any changes to the plans and specifications
reflected on Exhibit E, the Landlord shall provide the Tenant with written
notice of any increase in cost and the number of days by which the construction
of the Tenant Improvements will be delayed, which number of days shall be
retroactively added to the Commencement Date, thus making the Lease Commencement
Date earlier by the aggregate number of days delay under this paragraph (but
still subject to earlier Commencement Date if the Tenant takes possession of the
Demised Premises and commences operation of the business of the Tenant in the
Demised Premises prior to completion of the Tenant Improvements as provided in
Section 2.1).

      The Landlord hereby agrees to pay for the costs and fees incurred in
connection with the construction of the Tenant Improvements up to a maximum
amount of Three Hundred Ten Thousand Two Hundred Twenty-Four and No/100 Dollars
($310,224.00), which amount is equal to the sum of Three Dollars ($3.00) per
square foot of the Demised Premises (hereinafter referred to as the
"Construction Allowance"), and Tenant shall pay for the cost of the Tenant
Improvements in excess of the Construction Allowance, including any additional
costs resulting from changes requested by the Tenant in the plans and
specifications referred to in Exhibit E. The Landlord and the Tenant agree that
upon receipt of a draw request relating to the construction of the Tenant
Improvements ("Draw Request"), the Landlord shall forward a copy of the Draw
Request to the Tenant along with an invoice from the Landlord for the Tenant's
share of such costs, the parties agreeing that, until the Landlord has paid the
Construction Allowance, each party shall be responsible for fifty percent (50%)
of the sums reflected in each Draw Request. After the Landlord has paid the
Construction Allowance, the Tenant shall be 


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responsible for one hundred percent (100%) of all costs reflected by the Draw
Requests. Within ten (10) days of receipt of the Draw Request and an invoice
from the Landlord, the Tenant will pay to the Landlord the invoiced amounts.

      Section 4.3  The Demised Premises hereinabove described constitutes a
self-contained unit and nothing in this Lease shall impose upon the Landlord any
obligation to provide any services for the benefit of the Tenant, including but
not limited to water, gas, electricity, heat or janitorial, unless and to the
extent expressly provided in this Lease.

                                   ARTICLE V
                                      Use

      Section 5.1  The Demised Premises may be used for the manufacturing and
distribution of mattresses and mattress related products and for related office
use and for no other purpose. Nothing contained herein shall be construed as a
representation on the part of the Landlord that the Tenant's use of the Demised
Premises is a permitted use and, unless otherwise stated in this Lease, it shall
be the Tenant's obligation, at the Tenant's sole cost and expense, to make
application for and to obtain any and all certificates and/or permits (other
than permits required for the construction of the Tenant Improvements which
shall be the Landlord's responsibility) to permit the Tenant's use from any
governmental agencies having jurisdiction over the Demised Premises.

      Section 5.2  The aforesaid permitted use does not permit the stacking of
merchandise and/or materials against walls or columns, nor does it permit the
hanging of equipment from (or otherwise loading) the roof or structural members
of the Building; provided, however, that the Tenant shall have the right to
install and hang airlines and electrical drops upon which the Landlord and the
Tenant shall agree.

                                  ARTICLE VI
                                Quiet Enjoyment

      Section 6.1  The Landlord covenants that if, and so long as, no default by
the Tenant exists beyond any notice or cure period, the Landlord shall do
nothing to affect the Tenant's right to peaceably and quietly have, hold and
enjoy the Demised Premises for the Term herein mentioned, subject to the
provisions of this Lease and to any mortgage or deed of trust to which this
Lease shall be subordinate.

                                  ARTICLE VII
                     Additional Rent, Taxes, Assessments,
                          Water Rates, Charges, Etc.

      Section 7.1  The Landlord covenants that it shall pay in full when due all
Real Estate Taxes, as hereinafter defined, imposed on the Real Property and the
Building of which the Demised Premises are part. The Tenant shall reimburse the
Landlord, before any interest or penalties accrue thereon, its Proportionate
Share of all Real Estate Taxes and all water and sewer rates and charges imposed
during the Term on the Real Property and Building of which the Demised Premises
are a part. Upon request, the Landlord shall exhibit to the Tenant receipted
bills or other proof of payment. There shall be apportioned any tax or charge
relating to the fiscal years in which the Term of this Lease commences and
terminates. Additionally, the Tenant shall pay, in full, all city, county, and
state rental taxes imposed upon the Basic Rent and Additional Rent and all other
sums payable to the Landlord hereunder.

      Section 7.2  The Tenant shall not be required to pay any estate,
inheritance, devolution, succession, transfer, legacy or gift tax charged
against the Landlord or the estate or interest of the Landlord in the Demised
Premises or upon the right of any person to succeed to the same or any part
thereof by inheritance, succession, 



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transfer or gift, nor any capital stock tax or corporate franchise tax incurred
by the Landlord, nor any income tax upon or against the income of the Landlord
(including any rental income derived by the Landlord from the Demised Premises).

      Section 7.3  The Tenant shall reimburse the Landlord its Proportionate
Share of all assessments that may be imposed upon the Real Property by reason of
any specific public improvement (including but not limited to assessments for
street openings, grading, paving and sewer installations and improvements). Any
such benefit, assessment or installment thereof relating to a fiscal period in
which the Term of this Lease begins or ends shall be apportioned.

      Section 7.4  The Tenant, if joined by the tenants occupying a majority of
the usable square footage of the Real Property, in its name or the Landlord's
name, shall have the right to contest, or review, by appropriate proceedings, in
such manner as it may deem suitable, at its own expense, and without, expense to
the Landlord, any tax, assessment, water and sewer rents or charges, or other
charges payable by the Tenant pursuant to this Lease, and upon the request of
the Tenant, the Landlord will pay, under protest any tax, assessment, water or
sewer rent or charge, or any other charge payable by the Tenant pursuant to this
Lease, which shall be contested or reviewed by the Tenant. Any refund resulting
from such contest or review shall be assigned to and belong to the Tenant and
shall be paid to the Tenant promptly upon its receipt by the Landlord. If the
refund relates to a tax year that is apportioned between the Landlord and the
Tenant, the refund shall be apportioned between the Landlord and the Tenant.

      Section 7.5  Notwithstanding anything contained herein to the contrary,
should the Landlord's mortgagee require at any time, the maintenance of an
escrow reserve for the tax obligations of the Tenant or for any other obligation
of the Tenant as in this Lease contained, the Tenant shall promptly pay to said
escrowee the required amount as the same may be periodically adjusted from time
to time.

      Section 7.6  The Tenant shall pay, before delinquency, all taxes,
assessments, license fees, and other charges that are levied or assessed against
the Tenant's personal property located on the Demised Premises. If any taxes on
the Tenant's personal property are levied against the Landlord, Building or the
Real Property, or if the assessed value of the Building is increased by the
inclusion of a value placed on the Tenant's personal property or as a result of
alterations, additions or improvements made to the Demised Premises by or for
the Tenant, the Tenant, on demand, shall immediately pay to the Landlord as
Additional Rent, the sum of taxes levied against the Landlord, or the proportion
of the taxes resulting from such increase in the Landlord's assessment caused
thereby. The Landlord shall be entitled to, in good faith using its reasonable
determination and in consultation with all tenants of the Building, ascertain
the value of the tax attributable to the Tenant's personal property or
alterations, additions or improvements.

      Section 7.7  "Real Estate Taxes" shall mean taxes, assessments (special,
betterment, or otherwise), levies, fees, rent taxes, excises, impositions,
charges water and sewer rents and charges, and all other government levies and
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen, which are imposed or levied upon or assessed against the Real
Property or the Building or any Rent or other sums payable by any tenants or
occupants thereof. Real Estate Taxes shall include the Landlord's costs and
expenses of contesting any Real Estate Taxes. If at any time during the term the
present system of ad valorem taxation of real property shall be changed so that
in lieu of the whole or any part of the ad valorem tax on real property, or in
lieu of increases therein, there shall be assessed on the Landlord a capital
levy or other tax on the gross rents received with respect to the Real Property
or the Building or a federal, state, county, municipal, or other local income,
franchise, excise or similar tax, assessment, levy, or charge (distinct from any
now in effect) measured by or based, in whole or in part, upon gross rents, then
all of such taxes, assessments, levies, or charges, to the extent so measured or
based, shall be deemed to be Real Estate Taxes.



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      Section 7.8  Within sixty (60) days after the end of the Landlord's fiscal
year, the Landlord shall advise the Tenant in writing of the Tenant's
Proportionate Share of those Additional Rent items enumerated in this Article
VII as estimated for the current calendar year, and for each succeeding calendar
year or proportionate part thereof if the last period prior to the Lease's
termination is less than a full calendar year as then known to the Landlord, and
thereafter, the Tenant shall pay as Additional Rent, its Proportionate Share, as
hereinafter defined, of these costs for the upcoming year in equal monthly
installments on the first day of each month, such new rates being applied to any
months for which the Monthly Basic Rent shall have already been paid which are
affected by the Additional Rent items above referred to, as well as the
unexpired months of the current period, the adjustment for the then expired
months to be made at the payment of the next succeeding Monthly Basic Rent, all
subject to final adjustment at the expiration of each calendar year or
proportionate part thereof, if the last period prior to the Lease's termination
is less than a full calendar year. In the event the last period prior to the
Lease's termination is less than a full calendar year, the Additional Rent costs
during said period shall be proportionately reduced to correspond to the
duration of said final period.

      Upon request by the Tenant not more than once per annum, the Landlord will
furnish to the Tenant within sixty (60) days after the end of the Landlord's
fiscal year, a written statement in reasonable detail covering the lease year
just expired showing the total common area costs for such year, the amount of
the Tenant's Proportionate Share thereof and the payments made by the Tenant
with respect thereto. The Tenant, at the Tenant's expense, and at a time
reasonably acceptable to the Landlord, shall have the right, to be exercised by
written notice to the Landlord at any time within one (1) year after receipt of
the Landlord's statement to elect to audit the Landlord's books and records
pertaining to the Landlord's common area costs described in the Landlord's
statement, which audit may be conducted by the Tenant's personnel or an outside
firm of accountants engaged by the Tenant, provided such audit commences within
thirty (30) days after the Tenant's notice to the Landlord and thereafter
proceeds regularly and continuously to conclusion. The Landlord agrees to
cooperate in good faith with the Tenant in the conduct of any such audit. The
Landlord agrees to maintain books and records on the operation of the Building
and the Real Property sufficient to provide reasonable and appropriate backup
materials and such invoices, receipts, ledgers and documents as are customary in
establishing an "audit trail" for operating expenses and all matters addressed
in the Landlord's statement. If the Landlord is unable to provide reasonable and
appropriate evidence of the incurrence or accrual of any cost or expense, the
same may not be treated as a "common area cost". Upon the Tenant completing the
Tenant's audit of the Landlord's books and records, if such audit discloses
discrepancies between the Landlord's statement and the Tenant's audit results,
then the Landlord and the Tenant shall negotiate in good faith to resolve any
such differences. At such time as any dispute is resolved resulting in an
adjustment in the Tenant's additional rental obligations, then within fifteen
(15) days after resolution of such dispute, the Landlord or the Tenant, which
ever party is found to be owing the other, shall pay to the other such
adjustment amount with interest at the prime rate accruing from either (i) the
date the Tenant's additional rental adjustment payment was originally due and
payable, if the Tenant owes additional rental to the Landlord, or (ii) the date
additional rental was paid by the Tenant, if the Landlord owes the Tenant a
refund of such additional rental. If the Tenant's audit, as agreed by the
Landlord, discloses that the Landlord's calculation of the Tenant's additional
rental as set forth in its statement for the audited calendar year was
overstated by more than five percent (5%), then the Landlord shall pay to the
Tenant, within forty-five (45) days after receipt of an invoice therefor, an
amount equal to the Tenant's actual, reasonable out-of-pocket costs and fees
incurred in conducting such audit and/or resolving any disputes thereover with
the Landlord.

      Section 7.9  Additional Rent shall include, by way of illustration and not
of limitation, those items for which the Tenant is obligated to pay its
Proportionate Share, including but not limited to the items referred to in this
Article VII, the Landlord's insurance in accordance with Article VIII, Common
Area maintenance and repair in accordance with Article X, and all other charges
required to be paid pursuant to the terms and provisions of this Lease in
addition to Basic Rent.



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                                 ARTICLE VIII
                                   Insurance

      Section 8.1  During the Term, the Landlord shall maintain the following
insurance, insuring the Landlord and ground lessor, if any, and any
mortgagee(s), as their respective interests may appear, the cost of which shall
be reimbursed by the Tenant as Additional Rent to the extent of its
Proportionate Share, as herein defined, except rent insurance for which the
Tenant shall reimburse the Landlord for the costs of the rent insurance premium
equal to the proportion of the premium which the Tenant's Term Basic Rent and
Additional Rent bears to the total of all rent and Additional Rent for which
rent insurance is obtained.

            (A) Insurance against damage to the Building by all risks of direct
physical loss (at the Landlord's option to include earthquake and flood) with
the policy to contain either the agreed amount endorsement or a replacement cost
endorsement, in amounts sufficient to prevent the Landlord from becoming a
co-insurer, but in no event less than one hundred percent (100%) of the
Building's then replacement value. Policy to include a contingent liability
endorsement and/or demolition and increased cost of construction endorsement in
order for the Building to be constructed in accordance with all requirements and
regulations which may be applicable at the time of loss or damage, of all
governmental agencies having jurisdiction over the Building and construction of
such Building.

            (B) If appropriate, boiler and machinery insurance coverage for all
eligible objects, including pressure vessels and air conditioning equipment,
with the electrical apparatus clause, with such limits as may be reasonably
necessary to properly insure the values at risk in the Building.

            (C) Rent insurance, with all risk coverage, against the loss of Term
Basic Rent and Additional Rent for no less than one (1) year as provided herein.
Notwithstanding anything else contained herein to the contrary, the Tenant's
share of the cost of the insurance premium for rental income insurance shall be
arrived at by determining the proportion of the Tenant's Monthly Basic Rent in
relation to the monthly rent of all tenants covered by said rent insurance
policy.

            (D) INTENTIONALLY DELETED.

            (E) Comprehensive general liability insurance against claims for
bodily injury and property damage occurring in or about the Demised Premises and
insurance against such other hazards as, from time to time, are then commonly
insured against for premises similarly situated in amounts normally carried with
respect thereto.

All insurance maintained pursuant to this Section 8.1 may be effected by blanket
insurance policies. The Tenant shall be liable for the payment of its prorata
share of any deductible amount under the Landlord's insurance maintained
pursuant to this Article VIII, in an amount not to exceed Twenty-Five Thousand
and 00/100 Dollars ($25,000.00).

      Section 8.2  The Tenant, at its cost, shall provide and keep in force,
during the Term of the Lease:

            (A) A comprehensive general liability policy in standard form
(containing the so-called "occurrence clause") against claims for personal
injury and property damage occurring on, in or about the Demised Premises in the
combined single limit amount of Two Million and 00/100 ($2,000,000.00) Dollars,
and include an endorsement naming the Landlord as an additional insured with
respect to liability for ownership, operation, maintenance, use and control, and
provide primary coverage to the Landlord (any policy issued to the Landlord
providing duplicate or similar coverage shall be deemed excess over the Tenant's
policies).



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<PAGE>   12
      Notwithstanding anything to the contrary contained in the preceding
paragraph, it is contemplated between the parties hereunder that the Tenant's
insurance shall be primary as the Demised Premises, and the Landlord's insurance
shall be primary as to the Common Areas.

            (B) Worker's Compensation Insurance (including Employers' Liability
Insurance) in the statutory amount covering all employees of the Tenant employed
or performing services at the Demised Premises, in order to provide the
statutory benefits required by the laws of the state in which the Demised
Premises are located or employer's indemnity insurance.

            (C) Automobile Liability Insurance, including but not limited to,
passenger liability, on all owned, non-owned, and hired vehicles used in
connection with the Demised Premises, with a combined single limit per
occurrence of not less than One Million and 00/100 Dollars ($1,000,000.00) per
vehicle for injuries or death of one or more persons or loss or damage to
property.

            (D) Personal Property Insurance covering leasehold improvements paid
for by the Tenant and the Tenant's personal property and fixtures from time to
time in, on, or at the Demised Premises, in an amount not less than 100% of the
full replacement cost, without deduction for depreciation, providing protection
against events protected under "All Risk Coverage," as well as against sprinkler
damage, vandalism, and malicious mischief. Any proceeds from the Personal
Property Insurance shall be used for the repair or replacement of the property
damaged or destroyed, unless this Lease is terminated under an applicable
provision herein. If the Demised Premises are not repaired or restored following
damage or destruction in accordance with other provisions herein, Landlord shall
receive any proceeds from the Personal Property Insurance allocable to the
Tenant's leasehold improvements.

            (E) Business Interruption Insurance, providing in the event of
damage or destruction of the Demised Premises an amount sufficient to sustain
the Tenant for a period of not less than one (1) year for: (i) the net profit
that would have been realized had the Tenant's business continued; and (ii) such
fixed charges and expenses as must necessarily continue during a total or
partial suspension of business to the extent to which they would have been
incurred had no business interruption occurred, including, but not limited to,
interest on indebtedness of the Tenant, salaries of executives, foremen, and
other employees under contract, charges under noncancelable contracts, charges
for advertising, legal or other professional services, taxes and rents that may
still continue, trade association dues, insurance premiums, and depreciation.

            (F) The policy of insurance shall be from a financially responsible
company reasonably satisfactory to the Landlord. The company shall be licensed
by the State of Arizona and a certificate(s) evidencing the existence of such
policy shall be delivered to the Landlord, together with evidence of the payment
of the premiums therefor, on or before the Commencement Date. At least ten (10)
days prior to the expiration or termination date of any policy, the Tenant shall
deliver a renewal or replacement policy, or certificate(s) evidencing the
existence thereof, to the Landlord together with proof of the payment of the
premium therefor.

            (G) If, by reason of changed economic conditions, the insurance
amounts referred to in this Section 8.2 become inadequate, the Tenant agrees to
increase the amounts of such insurance promptly upon the Landlord's reasonable
request. The Landlord agrees to endeavor to provide at least thirty (30) days'
notice to the Tenant of any such increases prior to the assessment of costs
therefor.

      Section 8.3  All losses paid under the policy or policies carried pursuant
to Section 8.1 shall, subject to the mortgagee's rights, be adjusted by the
Landlord and the proceeds thereof shall be payable to the Landlord and all
policies shall so provide. Each insurance policy carried by the Landlord and
each insurance policy carried by the Tenant and insuring the Demised Premises
and its fixtures and contents against loss by fire, water and causes covered by
standard extended coverage, shall be written in a manner so as to provide that
the insurance 



                                       8
<PAGE>   13
company waive all rights of recovery by way of subrogation against the Landlord
or the Tenant in connection with any loss or damage covered by such policies.
Neither party shall be liable to the other for any loss or damage to the
property of the other party to the extent such loss would be covered by the
insurance required to be maintained under this Lease. If such insurance policies
are obtainable only by the payment of an additional premium charge, the same
shall be obtained and such additional premium paid for by the Tenant. If the
release of either the Landlord or the Tenant, as set forth in the third sentence
of this Paragraph, shall contravene any law with respect to exculpatory
agreements, the liability of the party in question shall be deemed not released
but shall be deemed secondary to the latter's insurer.

      Section 8.4  Subject to the insurance, waiver of subrogation and release
provisions of this Lease, the Tenant will indemnify, defend and save the
Landlord harmless from any liability on account of any damage to person or
property arising out of the failure of the Tenant to perform and comply, in all
material respects, with any of the requirements and provisions of this Lease or
arising from the Tenant's use and occupancy of the Demised Premises. Subject to
the insurance, waiver of subrogation and release provisions of this Lease, the
Landlord will indemnify and save the Tenant harmless from any liability on
account of any damage to person or property arising out of any failure of the
Landlord to perform and comply, in all material respects, with any of the
requirements and provisions of this Lease or arising from the gross negligence
or willful misconduct of Landlord or its tenants (other than the Tenant),
officers, agents, partners, servants, representatives, employees, contractors,
or invitees. The indemnities set forth in this Section 8.4 of this Lease shall
survive the expiration or earlier termination of this Lease or the Tenant's
non-occupancy of the Demised Premises.

      Section 8.5  In the event any mortgagee, ground lessor or trust deed
holder requires an escrow for insurance, taxes or any other recurring charges,
the Tenant shall, within thirty (30) days of receipt of the Landlord's notice of
same, on demand from the Landlord, deposit the Proportionate Share, as
hereinafter defined, of the required escrow as required by any of the aforesaid.

      Section 8.6  Any policies required to be furnished by the Tenant pursuant
to this Article VIII shall contain provision for ten (10) days' written notice
by registered mail to the Landlord of any change or cancellation of said policy.

                                  ARTICLE IX
                                    Repairs

      Section 9.1  The Tenant shall keep the non-structural elements of the
interior of the Demised Premises in good condition and repair. The Tenant's
repair obligation shall include without limitation the sidewalks in front of the
Demised Premises, all lighting, HVAC, electrical, plumbing and other systems
located within the Demised Premises, all fixtures, equipment, motors and
machinery located within the Demised Premises, all interior walls, partitions,
doors and windows, and all exterior entrances, windows, doors and docks. The
Tenant shall keep the Demised Premises and all parts thereof in a clean and
sanitary condition and free from trash and other objectionable matter. The
Tenant shall pay its Proportionate Share, as hereinafter defined, of the costs
of all required repairs to the Building and Common Area, as hereinafter defined,
which repairs shall be made by the Landlord in accordance with Article X. Should
the Tenant fail to promptly repair the Demised Premises as required hereby after
ten (10) days prior written notice from the Landlord as to the need of such
repairs (except in the case of an emergency as reasonably determined by the
Landlord), the Landlord may make the repair and charge the reasonable actual
cost thereof as Additional Rent, which the Tenant shall pay in full, reserving
the right in the Tenant to assert a claim against the adjoining tenant as
provided for herein.

      The Tenant shall replace, at the Tenant's expense, all glass in and on the
Demised Premises which may become broken after the date of the Tenant's
occupancy. When used in this Article, the term "repairs" shall include all
necessary replacements and renewals. All repairs made by the Tenant shall be
equal in quality and 



                                       9
<PAGE>   14
class to the state of repair of such item as of the Commencement Date, subject
to normal wear and tear. The Tenant shall quit and surrender the Demised
Premises at the end of the Term in as good condition as the reasonable use
thereof will permit and in compliance with the requirements stated herein and,
except for the warehouse floor which shall be professionally cleaned, in a
"broom-clean" condition excepting normal wear and tear and casualty damage not
caused by the Tenant.

      Should the Tenant fail to keep the Demised Premises in good condition and
repair, the Landlord, after reasonable notice to the Tenant (or without notice
in the case of an emergency), may, without being obliged, make the repairs, and
the Tenant shall pay to the Landlord, immediately upon demand, the actual and
reasonable cost therefor, which shall constitute Additional Rent due hereunder
and shall be subject to all remedies by law or otherwise for the collection of
Basic Rent and Additional Rent; however, nothing herein shall be construed to
impose a duty on the Landlord to mitigate its damages by undertaking any repair
which is the Tenant's obligation.

      Section 9.2  The Landlord shall: (A) maintain, repair, replace, as
necessary, and keep in good working order and condition throughout the Term the
walls, the foundation, the roof and the structural steel of the Demised Premises
and (B) make all repairs made necessary by the negligence or intentionally
wrongful acts or omissions of the Landlord or its tenants (other than the
Tenant), officers, agents, partners, servants, representatives, employees,
contractors, or invitees; and any repairs made necessary by latent defects,
defects in construction, or defects resulting from improper maintenance (which
under this Lease is the responsibility of the Landlord) in the Common Area, the
Demised Premises or the Building.

      Section 9.3  The Tenant shall have the right to make any alterations or
improvements to the Demised Premises the cost of which for any single calendar
year does not exceed the aggregate amount of Twenty-Five Thousand and 00/100
Dollars ($25,000.00) without the Landlord's prior written consent, provided such
alterations or improvements do not alter the basic structure of the Building or
the Building systems or affect the soundness or value thereof. The Tenant shall
not make any other alterations, additions or improvements to the Demised
Premises without the prior written consent of the Landlord, which the Landlord
shall not unreasonably withhold. All erections, alterations, additions and
improvements, whether temporary or permanent in character, which may be made
upon or to the Demised Premises either by the Landlord or the Tenant, except
furniture or movable trade fixtures installed at the expense of the Tenant,
shall be the property of the Landlord and shall remain upon and be surrendered
with the Demised Premises as a part thereof at the expiration or sooner
termination of this Lease, without compensation to the Tenant; or, in the
alternative and at the direction of the Landlord, the Tenant shall remove all or
so much of the property therefrom as directed or such property shall be
conclusively deemed abandoned and may be removed by the Landlord, and the Tenant
shall reimburse the Landlord for the cost of such removal. The Landlord may have
any such property stored at the Tenant's risk and expense. The Landlord, at the
Landlord's option, may require as a condition of its consent, that the Tenant
remove, at the expiration or sooner termination of the Lease Term, any
erections, alterations, additions or improvements made by the Tenant, and
restore the Demised Premises to its preexisting condition and that the Tenant
use contractors approved by the Landlord. Notwithstanding anything to the
contrary in the foregoing, the Landlord shall specify at the time the Landlord
consents to any alteration, addition or improvement whether such alteration,
addition or improvement shall remain at the expiration or earlier termination of
this Lease.

                                   ARTICLE X
                              Common Area Repair

      Section 10.1  The Landlord agrees to maintain or repair, or cause to be
maintained or repaired, in good condition and repair during the Term, the Common
Facilities and Common Areas, as hereinafter defined, and, when required, replace
or renew the same, and in addition, the Landlord agrees to provide Common Area
landscaping services, exterior maintenance and repair; and the Tenant shall pay
its Proportionate Share of the costs for all of the aforesaid, unless the need
for said repair resulted from the Tenant's acts or omissions or those 


                                       10
<PAGE>   15
of its agents, servants, contractors, or invitees, in which case the Landlord
shall nevertheless repair the same but the entire actual and reasonable cost
shall be paid for by the Tenant. Such costs shall include, without limitation,
the yearly amortization of capital costs incurred by the Landlord for
improvements or structural repairs to the Real Property, the Building, or the
Demised Premises required to comply with any application of, or change in, the
laws, rules or regulations of any governmental authority having jurisdiction, or
for the purpose of reducing costs, but only to the extent such costs are
actually reduced by the installation of such item, which costs shall be
amortized on a straight-line basis over the useful life of such improvements or
repairs; provided, however, such costs shall not exceed Twenty-Five Thousand and
00/100 Dollars ($25,000.00) per year as the Tenant's Proportional Share unless
the Tenant consents in writing to a greater amount. For the performance of these
services, the Tenant shall pay the Landlord, as Additional Rent, a management
fee equal to two percent (2%) of the Term Basic Rent and Additional Rent paid
during the initial Term of this Lease and two and two-tenths percent (2.2%) of
the Term Basic Rent paid during any renewal or extension term, said fee to be
payable in equal monthly installments on the first day of every month during the
Lease Term. Notwithstanding anything herein to the contrary, the Landlord shall
not be responsible for the maintenance, replacement, or repair of any windows,
doors, plate glass, or the interior surfaces of any exterior walls in the
Demised Premises, and the Tenant shall perform the same at its cost as part of
the care and repair of the Demised Premises as provided for in Article IX.

      Notwithstanding the above, Common Area costs shall not include the
following:

            (A) income and corporate or partnership franchise taxes of the
Landlord;

            (B) compensation paid to any employee of the Landlord above the
grade of property manager;

            (C) operating expenses which are the sole responsibility of the
Tenant or any other tenant in the Building;

            (D) costs of electrical energy billed directly to other tenants of
the Building;

            (E) costs of any special work or services performed by or at the
request of any tenant and not generally provided or available to all tenants of
the Building;

            (F) costs, including legal and other professional fees, incurred by
the Landlord in negotiating other leases or financing, collecting rent, evicting
other tenants or in legal proceedings to enforce the provisions of any other
lease or mortgage or to defend the Landlord against the Tenant or any other
tenant due to the gross negligence or misconduct of the Landlord or as a result
of a breach of this Lease by the Landlord or a breach by any other tenant of its
lease obligations;

            (G) increased insurance premiums caused by acts of any other tenant
which are paid directly by such tenant to the Landlord;

            (H) costs incurred as a result of the gross negligence or willful
misconduct of the Landlord;

            (I) costs or expenses which are reimbursed or paid to the Landlord
by other tenants of the Building (other than by virtue of the pass through of
the Landlord's Common Area costs to other tenants), or pursuant to any insurance
or under any valid manufacturer warranty;

            (J) costs and expenses incurred by the Landlord pursuant to any
provision of this Lease which expressly requires the Landlord to perform certain
obligations or services at the Landlord's sole cost and expense and which are
expressly stated not to be passed through as Common Area costs;


                                       11
<PAGE>   16
            (K) accounting expenses related to special audits not performed in
the ordinary course of the Landlord's business required by or in connection with
disputes with tenants, including the Tenant;

            (L) expenses relating to the existence of the Landlord as a
corporation or partnership, including overhead, accounting, auditing and legal
fees, key man disability insurance, and transaction costs relating to a sale,
syndication, financing, mortgaging, hypothecation or change in ownership of the
Building (including, without limitation, an outright sale or refinancing of the
Real Property, or reorganization of any entity comprising the Landlord);

            (M) costs relating to any building or land not included within the
Building or the Real Property, including any allocation of cost incurred on a
shared basis such as centralized accounting cost unless the allocation is made
on a reasonable and consistent basis that fairly reflects the share of such cost
actually contributed to the Building; and

            (N) the cost of any service provided by the Landlord's agents,
employees or affiliates which exceed a reasonable cost charged by an independent
party for services comparable in type, quality and character in the same general
vicinity.


                                  ARTICLE XI
                                   Casualty

      Section 11.1 (A) If the Demised Premises shall be destroyed or rendered
untenantable, either wholly or in part, by fire or other casualty ("Casualty"),
the Tenant shall immediately notify the Landlord in writing upon the occurrence
of such Casualty ("Tenant's Notice"). In the event of any Casualty, the Landlord
may elect either to (i) repair the damage caused by the Casualty as soon as
reasonably possible using due diligence, in which case this Lease shall remain
in full force and effect, or (ii) terminate this Lease as of the date the
Casualty occurred. The Landlord shall notify the Tenant within thirty (30) days
after receipt of Tenant's Notice of the Landlord's election to either (i) repair
the damage (in which event the notice shall provide the Landlord's reasonable
estimate of the time required for such repair) or (ii) terminate this Lease
("Landlord's Notice"). If the Landlord elects to repair the damage, the Tenant
shall pay the Landlord the portion of the "deductible amount" (if any) under the
Landlord's insurance allocable to the damage to the Premises and, if the damage
shall have been due to an act or omission of the Tenant or the Tenant's
employees, agents, contractors or invitees, the difference between the actual
cost of repair and any insurance proceeds received by the Landlord. If the
Landlord fails to repair the Casualty using due diligence within one hundred
eighty (180) days (subject to Force Majeure) after electing not to terminate,
the Tenant shall have the right to terminate this Lease.

            (B) If the damage caused by the Casualty cannot reasonably be
repaired within one hundred and eighty (180) days from receipt of Tenant's
Notice, subject to Force Majeure, then, and in such case, this Lease shall be
terminable by either party by written notice to the other party within ten (10)
days of Landlord's Notice.

            (C) If the Casualty to the Demised Premises shall occur during the
last six (6) months of the Lease Term and the damage shall be estimated by the
Landlord to require more than thirty (30) days to repair, either the Landlord or
the Tenant may elect to terminate this Lease as of the date the Casualty shall
have occurred, regardless of the sufficiency of any insurance proceeds. The
party electing to terminate this Lease shall give written notification to the
other party of such election within ten (10) days after the Tenant's notice to
the Landlord of the occurrence of the Casualty.

      11.2  If the Demised Premises shall be destroyed or damaged by Casualty
and the Landlord shall elect to repair or restore the Demised Premises pursuant
to the provisions of this Article 11, any Rent payable during the period of such
damage, repair and/or restoration shall be reduced according to the degree, if
any, to which the 


                                       12
<PAGE>   17
Tenant's use of the Premises shall be impaired. Such reduction shall not exceed
the sum of one (1) year's payment of Base Rent, insurance premiums and Real
Estate Taxes. Except for such possible reduction in Base Rent, insurance
premiums and Real Property Taxes, and except for the indemnities of the Landlord
contained in this Lease, the Tenant shall not be entitled to any compensation,
reduction or reimbursement from the Landlord as a result of any damage,
destruction, repair, or restoration of the Demised Premises.

      11.3  The Tenant waives the protection of any statute, code or judicial
decision which shall grant a tenant the right to terminate a lease in the event
of the damage or destruction of the leased property, and the provisions of this
Article 11 shall govern the rights and obligations of the Landlord and the
Tenant in the event of any damage or destruction of or to the Demised Premises.


                                  ARTICLE XII
                                 Condemnation

      Section 12.1  If all or a portion of the Demised Premises or the Common
Area shall be taken by eminent domain so that the Tenant cannot reasonably
conduct its operations in the Demised Premises as intended by and in the manner
desired by the Tenant, either the Landlord or the Tenant may terminate this
Lease as of the date the condemning authority takes title or possession, by
delivering notice to the other party within ten (10) days after receipt of
written notice of such taking (or in the absence of such notice, within ten (10)
days after the condemning authority shall take title or possession). If neither
the Landlord nor the Tenant elects to terminate this Lease, this Lease shall
remain in effect as to that portion of the Demised Premises not taken, except
that the Basic Rent shall be reduced in proportion to the reduction in the floor
area of the Demised Premises. If this Lease shall be terminated, any
condemnation award or payment shall be distributed to the Landlord. The Tenant
shall have no claim against the Landlord for the value of the unexpired lease
term or otherwise. The Tenant shall have the right, to the extent that same
shall not diminish the Landlord's award, to make a separate claim against the
condemning authority (but not the Landlord) for such compensation as may be
separately awarded or recoverable by the Tenant.

                                 ARTICLE XIII
                          Compliance With Laws, Etc.

      Section 13.1  The Tenant shall not do or permit anything to be done in the
Demised Premises which shall constitute a public nuisance or which will conflict
with the regulations of the Fire Department or with any insurance policy upon
said improvements or any part thereof. To the extent possible, the Landlord
shall provide the Tenant with prior notice of any such action which will
conflict with any such insurance policy.

      Section 13.2  The Tenant shall, at its own expense, obtain all necessary
environmental and operating permits and comply with all requirements of law and
with all ordinances or orders, rules and regulations of any Federal, Arizona,
State, Municipal or other public authority affecting the Demised Premises
including, but not limited to laws, ordinance, orders, rules and regulations
which apply to the interior or exterior of the Demised Premises, the structural
or nonstructural parts thereof which impose any duty arising solely out of the
Tenant's use and occupancy of the Demised Premises, and to make all improvements
and repairs required by such laws, ordinances, orders, rules and regulations
which impose any duty arising solely out of the Tenant's use and occupancy of
the Demised Premises.

      Section 13.3  The Landlord agrees that, as of the Commencement Date, the
Building and the Common Areas will comply with all applicable laws, rules,
regulations and ordinances of all federal, state, county and municipal
authorities having jurisdiction thereof, including, without limitation, the
Americans with Disabilities Act, fire, health, and safety laws (individually
called "Law" and collectively called "Laws"), and the Landlord agrees to
promptly correct any infractions of Laws in effect as of the Commencement Date
with respect to the 


                                       13
<PAGE>   18
Building or Common Areas. The Landlord shall promptly comply with all new Laws
or amendments to Laws to which the Building or the Common Areas may be subject
during the Term, including, without limitation, Laws requiring the making of any
structural repairs, modifications, capital expenditures or improvements. The
Tenant shall promptly comply during the Lease Term with all new Laws and
amendments to Laws which impose any duty arising solely out of the Tenant's use
and occupancy of the Demised Premises and which are applicable to the Demised
Premises' internal improvements that do not comprise part of the Building except
as provided elsewhere in this Lease. The Tenant shall not be responsible for
correcting any condition or violation of Law existing as of the Commencement
Date or which is the Landlord's obligation to correct under the terms of this
Lease. The Tenant shall have the right to protest in a proper legal forum the
application to it of any Laws with which it is required to comply pursuant to
this Lease.

      Section 13.4 (A) As used in this Lease, the term "Hazardous Material"
shall mean any flammable items, explosives, radioactive materials, oil,
hazardous or toxic substances, material or waste or related materials, including
any substances defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials" or "toxic substances" now
or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different products and materials which are subsequently found to
have adverse effects on the environment or the health and safety of persons. The
Tenant shall not cause or permit any Hazardous Material to be generated,
produced, brought upon, used, stored, treated or disposed of in or about the
Real Property by the Tenant, its agents, employees, contractors, sublessees or
invitees without (i) the prior written consent of the Landlord, and (ii)
complying with all applicable federal, state and local laws or ordinances
pertaining to the transportation, storage, use or disposal of such Hazardous
Materials, including but not limited to obtaining proper permits. The Landlord
shall be entitled to take into account such other factors or facts as the
Landlord may reasonably determine to be relevant in determining whether to grant
or withhold consent to the Tenant's proposed activity with respect to Hazardous
Material. In no event, however, shall the Landlord be required to consent to the
installation or use of any storage tanks on the Real Property. The materials set
forth on attached Exhibit G have been approved by the Landlord and are used in
the ordinary course of the Tenant's business in compliance with all governmental
regulations.

            (B) If the Tenant's transportation, storage, use or disposal of
Hazardous Materials on the Real Property results in the contamination of the
soil or surface or ground water or loss or damage to person(s) or property, then
the Tenant agrees to: (a) notify the Landlord immediately of any contamination,
claim of contamination, loss or damage, (b) after consultation with the
Landlord, to the extent required by applicable laws, clean up the contamination
in full compliance with all applicable statutes, regulations and standards and
(c) indemnify, defend and hold the Landlord harmless from and against any
claims, suits, causes of action, costs and fees, including reasonable attorney's
fees and costs, arising from or connected with any such contamination, claim of
contamination, loss or damage. The Tenant agrees to fully cooperate with the
Landlord and provide such documents, affidavits and information as may be
requested by the Landlord (i) to comply with any environmental law, (ii) to
comply with the request of any lender, purchaser or tenant, and/or (iii) for any
other reason deemed necessary by the Landlord in its sole discretion. The Tenant
shall notify the Landlord promptly in the event of any release of any Hazardous
Material at, in, on, under or about the Real Property which is required to be
reported to a governmental authority under any environmental law, will promptly
forward to the Landlord copies of any written notices received by the Tenant
relating to alleged violations of any environmental law and will promptly pay
when due any fine or assessment against the Landlord, the Tenant or the Demised
Premises relating to any violation of an environmental law by the Tenant during
the term of this Lease. If a lien is filed against the Real Property by any
governmental authority resulting from the need to expend or the actual expending
of monies arising from an act or omission, whether intentional or unintentional,
of the Tenant, its agents, employees or invitees, or for which the Tenant is
responsible, resulting in the releasing, spilling, leaking, leaching, pumping,
emitting, pouring, emptying or dumping of any Hazardous Material into the waters
or onto land located within 


                                       14
<PAGE>   19
or without the State where the Real Property is located, then the Tenant shall,
within thirty (30) days from the date that the Tenant is first given notice that
such lien has been placed against the Real Property (or within such shorter
period of time as may be specified by the Landlord if such governmental
authority has commenced steps to cause the Real Property to be sold pursuant to
such lien), either (i) pay the claim and remove the lien, or (ii) furnish a cash
deposit, bond, or such other security with respect thereto as is satisfactory in
all respects to the Landlord and is sufficient to effect a complete discharge of
such lien on the Real Property. The provisions of this Section 13.4 shall
survive the expiration or earlier termination of this Lease.

                                  ARTICLE XIV
                            Subordination/Estoppels

      Section 14.1  Subject to the following conditions precedent, this Lease is
and shall be subject and subordinate to all present and future first mortgages
or first deeds of trust affecting the Demised Premises; provided: (A) the
Landlord delivers Non-Disturbance Agreements substantially as set forth below or
in such form as is otherwise reasonably acceptable to the Tenant and lender; and
(B) as long as the Tenant is not in default under this Lease beyond the
applicable grace or cure periods, any mortgagee, purchaser or transferee in
foreclosure, or any ground lessor in the event of default under any ground lease
(i) shall honor this Lease in accordance with its terms; (ii) shall not disturb
the Tenant in its possession of the Demised Premises; (iii) shall not name the
Tenant in any foreclosure proceedings; and (iv) shall cause the Landlord's
obligations under this Lease to be performed from and after the date of any such
foreclosure, purchase or transfer. The Landlord shall promptly notify the Tenant
of any mortgage, deed of trust or ground lease on the Building or the Real
Property. Upon request by the Tenant, the Landlord shall deliver a properly
executed, acknowledged Non-Disturbance Agreement to the Tenant in the form set
forth in this Section. The Tenant shall execute any instrument which may be
deemed necessary or desirable by the Landlord to further effect or to evidence
the subordination of this Lease to any such first mortgage or first deed of
trust. The Landlord may assign this Lease to any such first mortgagee or first
trust deed holder in connection with any such lien superior to this Lease, and
the Tenant shall execute, at no expense to the Tenant, any instrument which may
be necessary or desirable by the Landlord or the holder of said lien in
connection with said assignment. Any expense incurred in the preparing,
executing or recording of such assignment to any such holder shall be without
expense or cost to the Tenant.

      Section 14.2  The Tenant further agrees, within ten (10) days of the
Landlord's written request, to certify by written instrument duly executed and
acknowledged to any first mortgagee, first trust deed holder or purchaser, or
any proposed first mortgage lender, first trust deed holder or purchaser, that
this Lease is in full force and effect, or if not, in what respect it is not,
that this Lease has not been modified, or the extent to which it has been
modified, that there are no existing defaults hereunder to the best of the
knowledge of the party so certifying, or specifying the defaults, if any, and
any other information which the Landlord shall reasonably require. Any such
certification shall be without prejudice as between the Landlord and the Tenant,
it being agreed that any document required hereunder shall not be used in any
litigation between the Landlord and the Tenant.

      Section 14.3  Upon request by the Tenant, the Landlord agrees to provide
to the Tenant, or on behalf of the Tenant, an estoppel form stating that this
Lease is in full force and effect, or if not, in what respect it is not, that
this Lease has not been modified, or to the extent it has been modified, that
there are no exiting defaults hereunder to the best of the knowledge of the
party so certifying, or specifying the defaults, if any, and any other
information which the Tenant shall reasonably require.

                                  ARTICLE XV
                              Defaults, Remedies

      Section 15.1 If, during the Term, any one or more of the following acts or
occurrences (any one of such occurrences or acts being hereinafter called an
Event of Default) shall happen:


                                       15
<PAGE>   20
            (A) The Tenant shall default in making any payment of Basic Rent or
any Additional Rent as and when the same shall become due and payable, and such
default shall continue for a period of ten (10) days after notice from the
Landlord that such payment is due and unpaid; or

            (B) The Tenant shall default in the performance of or compliance
with any of the other covenants, agreements, terms or conditions of this Lease
to be performed by the Tenant (other than any default curable by payment of
money), and such default shall continue for a period of thirty (30) days after
written notice thereof from the Landlord to the Tenant, or, in the case of a
default which cannot with due diligence be cured within thirty (30) days, the
Tenant shall fail to proceed promptly (except for unavoidable delays) after the
giving of such notice and with all due diligence to cure such default and
thereafter to prosecute the curing hereof with all due diligence (it being
intended that as to a default not susceptible of being cured with due diligence
within thirty (30) days, the time within which such default may be cured shall
be extended for such period as may be reasonably necessary to permit the same to
be cured with all due diligence); or

            (C) The Tenant or any guarantor of this Lease shall file a voluntary
petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall
file any petition or answer seeking any reorganization, composition,
readjustment or similar relief under any present or future bankruptcy or other
applicable law, or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver, or liquidator of the Tenant or any guarantor of this
Lease or of all or any substantial part of its properties or of all or any part
of the Demised Premises; or

            (D) If, within sixty (60) days after the filing of an involuntary
petition in bankruptcy against the Tenant or any guarantor of this Lease, or the
commencement of any proceeding against the Tenant or such guarantor seeking any
reorganization, composition, readjustment or similar relief under any law, such
proceeding shall not have been dismissed, or if, within sixty (60) days after
the appointment, without the consent or acquiescence of the Tenant or such
guarantor, of any trustee, receiver or liquidator of the Tenant or such
guarantor, or of all or any part of the Demised Premises, such appointment shall
not have been vacated or stayed on appeal or otherwise, or if, within sixty (60)
days after the expiration of any such stay, such appointment shall have been
vacated, or if, within sixty (60) days after the taking possession, without the
consent or acquiescence of the Tenant or such guarantor, of the property of the
Tenant, or of such guarantor by any governmental office or agency pursuant to
statutory authority for the dissolution or liquidation of the Tenant or such
guarantor, such taking shall not have been vacated or stayed on appeal or
otherwise; or

            (E) If the Demised Premises shall be vacated by the Tenant for a
period of thirty (30) consecutive days; provided, however, that such vacating
shall not be considered an Event of Default so long as the Tenant performs its
obligations under this Lease and pays to the Landlord the cost of any insurance
increases resulting from the vacating of the Demised Premises by the Tenant,

then, and in any such event, and during the continuance thereof, the Landlord
may, at its option, then or thereafter while any such Event of Default shall
continue and notwithstanding the fact that the Landlord may have any other
remedy hereunder or at law or in equity, by notice to the Tenant, designate a
date, not less than ten (10) days after the giving of such notice, on which this
Lease shall terminate; and thereupon, on such date the Term of this Lease and
the estate hereby granted shall expire and terminate upon the date specified in
such notice with the same force and effect as if the date specified in such
notice was the date hereinbefore fixed for the expiration of the Term of this
Lease, and all rights of the Tenant hereunder shall expire and terminate, but
the Tenant shall remain liable as hereinafter provided. Additionally, the Tenant
agrees to pay, as Additional Rent, all reasonable and actual attorney's fees and
other expenses incurred by the Landlord in enforcing any of the obligations
under this Lease, this covenant to survive the expiration or sooner termination
of this Lease.



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<PAGE>   21
      Section 15.2 On the occurrence of an Event of Default by the Tenant, the
Landlord may (whether or not this Lease is terminated as provided in Section
15.1) at any time thereafter, with or without notice or demand (except as
expressly provided in this Lease) and without limiting the Landlord in the
exercise of any right or remedy which the Landlord may have:

            (A) Following termination, without prejudice to other remedies the
Landlord may have by reason of the Tenant's default or of such termination, the
Landlord may (i) peaceably reenter the Demised Premises upon voluntary surrender
by the Tenant or remove the Tenant therefrom and any other persons occupying the
Demised Premises, using such legal proceedings as may be available; (ii)
repossess the Demised Premises or relet the Demised Premises or any part thereof
for such term (which may be for a term extending beyond the Lease Term), at such
rental and upon such other terms and conditions as the Landlord in the
Landlord's sole discretion shall determine, with the right to make alterations
and repairs to the Demised Premises; and (iii) remove all personal property
therefrom. Following termination, the Landlord shall have all the rights and
remedies of a landlord provided at law and in equity. The amount of damages the
Tenant shall pay to the Landlord following termination shall include all Rent
unpaid up to the termination of this Lease, costs and expenses incurred by the
Landlord due to such Event of Default and, in addition, the Tenant shall pay to
the Landlord as damages, at the election of the Landlord (if the Landlord shall
elect subsection (y) below, it may cease such election at any time), either (x)
the discounted present value (at the then Federal Reserve Bank discount rate) of
the aggregate Rent and other charges due during the period commencing with such
termination and ending on the expiration date of this Lease, or (y) amounts
equal to the Rent and other charges which would have been payable by the Tenant
had this Lease or the Tenant's right to possession not been so terminated,
payable upon the due dates therefor specified herein following such termination
and until the expiration date of this Lease; provided, however, that if the
Landlord shall relet the Demised Premises during such period, the Landlord shall
credit the Tenant with the net rents received by the Landlord from such
reletting, such net rents to be determined by first deducting from the gross
rents as and when received by the Landlord from such reletting the expenses
incurred or paid by the Landlord in terminating this Lease, and the expenses of
reletting, including, without limitation, altering and preparing the Demised
Premises for new tenants, brokers' commissions, legal fees and all other similar
and dissimilar expenses properly chargeable against the Demised Premises and the
rental therefrom, it being understood that any such reletting may be for a
period equal to or shorter or longer than the remaining Lease Term; and
provided, further, that (i) in no event shall the Tenant be entitled to receive
any excess of such net rents over the sums payable by the Tenant to the Landlord
hereunder and (ii) in no event shall the Tenant be entitled in any suit for the
collection of damages pursuant to this subsection (y) to a credit in respect of
any net rents from a reletting except to the extent that such net rents are
actually received by the Landlord prior to the commencement of such suit. If the
Demised Premises or any part thereof should be relet in combination with other
space, then proper apportionment on a square foot area basis shall be made of
the rent received from such reletting and of the expenses of reletting. In
calculating the Rent and other charges under subsection (x) above, there shall
be included, in addition to the Rent other considerations agreed to be paid or
performed by the Tenant, on the assumption that all such considerations would
have remained constant (except as herein otherwise provided) for the balance of
the full Term hereby granted. The Landlord shall use reasonable commercial
efforts to relet the Demised Premises or any part thereof for such rent and on
such terms as it shall determine (including the right to relet the Demised
Premises for a greater or lesser term than the Lease Term, the right to relet
the Demised Premises as part of a larger area and the right to change the
character or use made of the Demised Premises); provided, however, that such
obligation shall not obligate the Landlord to relet such space if favor of other
space available in the Building or other property owned by the Landlord
[business issue]. Suit or suits for the recovery of such damages, or any
installments thereof, may be brought by the Landlord from time to time at its
election, and nothing contained herein shall be deemed to require the Landlord
to postpone suit until the date when the Term of this Lease would have expired
if it had not been terminated hereunder.

            (B) Maintain the Tenant's right to possession, in which case this
Lease shall continue in effect whether or not the Tenant has abandoned the
Demised Premises. In such event, the Landlord shall be 


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<PAGE>   22
entitled to enforce all of the Landlord's rights and remedies under this Lease,
including the right to recover the rent as it becomes due.

            (C) Pursue any other remedy now or hereafter available to the
Landlord under the laws or judicial decisions of the state in which the Property
is located.

      Section 15.3 If this Lease provides for a postponement of any Base Rent or
Additional Rent, a period of "free" Rent, reduced Rent, early occupancy, or
other Rent concession, such postponed Rent, "free" Rent, reduced Rent or other
Rent concession shall be referred to herein as the "Abated Rent". The Tenant
shall be credited with having paid all of the Abated Rent on the expiration of
the Lease Term only if the Tenant has fully, faithfully, and punctually
performed all of the Tenant's obligations hereunder, including the payment of
all Rent (other than the Abated Rent) and all other monetary obligations and the
surrender of the Demised Premises in the physical condition required by this
Lease. The Tenant acknowledges that its right to receive credit for the Abated
Rent is absolutely conditioned upon the Tenant's full, faithful and punctual
performance of its obligations under this Lease. If an event of default shall
occur, the Abated Rent shall immediately become due and payable in full and this
Lease shall be enforced as if there were no such Rent abatement or other Rent
concession. In such case Abated Rent shall be calculated based on the full
initial rent payable under this Lease.

      15.4 Notwithstanding any other term or provision hereof to the contrary,
this Lease shall terminate on the occurrence of any act which affirms the
Landlord's intention to terminate the Lease as provided in this Article 15
hereof, including the filing of an unlawful detainer action against the Tenant.
On any termination, the Landlord's damages for default shall include all costs
and fees, including reasonable attorneys' fees that the Landlord shall incur in
connection with the filing, commencement, pursuing and/or defending of any
action in any bankruptcy court or other court with respect to the Lease, the
obtaining of relief from any stay in bankruptcy restraining any action to evict
the Tenant; or the pursuing of any action with respect to the Landlord's right
to possession of the Demised Premises. All such damages suffered (apart from
Base Rent and other Rent payable hereunder) shall constitute pecuniary damages
which shall be reimbursed to the Landlord prior to assumption of the Lease by
the Tenant or any successor to the Tenant in any bankruptcy or other
proceedings.

      Section 15.5 Except as otherwise expressly provided herein, any and all
rights and remedies which the Landlord may have under this Lease and at law and
equity shall be cumulative and shall not be deemed inconsistent with each other,
and any two or more of all such rights and remedies may be exercised at the same
time to the greatest extent permitted by law.

                                  ARTICLE XVI
                            Assignment and Sublease

      Section 16.1 The Tenant may not mortgage, pledge, hypothecate, assign,
transfer, sublet or otherwise deal with this Lease or the Demised Premises in
any manner except as specifically provided for in this Article XVI.

      Section 16.2 In the event that the Tenant desires to sublease the whole or
any portion of the Demised Premises or assign the within Lease to any other
party, the Tenant shall give the Landlord written notice of such desire and
furnish the Landlord with an exact copy of the proposed assignment or sublease
not less than twenty (20) business days prior to the effective date on which the
Tenant desires to make such assignment or sublease and the identity of the
subtenant or assignee. The Tenant shall not submit, nor shall the Landlord
accept, any assignment or sublease for review which has a proposed rent less
than the current market value. The Landlord shall require a Five Hundred Dollar
($500.00) payment to cover its handling charges for each request for consent to
any sublet or assignment prior to its consideration of the same.



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<PAGE>   23
      Section 16.3 The Landlord shall have a period of twenty (20) business days
following receipt of the aforementioned notice within which to notify the Tenant
in writing that the Landlord elects either:

            (A) to terminate this Lease as to the space so affected as of the
date so specified by the Tenant as above (with the same effect as if such date
was the date fixed herein for the expiration of the Term) in which event the
Tenant will be relieved of all further obligation hereunder as to such space; or

            (B) to, upon the execution of the proposed sublease or assignment to
the proposed subtenant or assignee, accept the proposed assignment or sublease
so that such prospective sublessee or assignee shall then become the tenant of
the Landlord hereunder; or

            (C) to permit the Tenant to assign or sublet such space, subject,
however, to the Tenant remaining liable for the observance of all of the
covenants and provisions of this Lease, including, but not limited to the
payment of Term Basic Rent reserved herein, through the entire Term of this
Lease. In such event the Tenant and any assignee shall promptly pay to the
Landlord one-half (1/2) of any consideration received for any assignment or
one-half (1/2) of the rent (basic and additional), as and when received in
excess of the rent (basic and additional) required to be paid by the Tenant for
the period affected by said assignment or sublease for the area sublet, computed
on the basis of an average square foot rent for the gross square footage the
Tenant has leased; or

            (D) to reasonably refuse to consent to the Tenant's assignment or
sublet and to continue this Lease in full force and effect. The Landlord's
refusal to consent shall not be deemed unreasonable if, by way of example and
not by way of limitation, the proposed assignment or sublet is to any
governmental or quasi-governmental agency or to anyone whose use would impose
abnormal or excessive wear and tear on the Demised Premises or expose the Real
Property, Building, Demised Premises or the environment to risk of disposal or
other release of any Hazardous Substance, or whose use would be more
environmentally sensitive than the use made of the Demised Premises by the
original Tenant under this Lease.

If the Landlord should fail to notify the Tenant in writing of such election
within said twenty (20) business day period, the Landlord shall be deemed to
have elected option (C) above. No future assignment or subletting shall be made
except upon compliance with this Section. Any attempted assignment or sublease
by the Tenant in violation of this Section shall be void. This absolute
prohibition against assigning or subletting except in compliance with this
Section shall include those by operation of law or statute.

      Section 16.4 In any event, except as otherwise provided in Section 16.3,
the acceptance by the Landlord of any Basic Rent or Additional Rent from the
assignee or from any of the subtenants or the failure of the Tenant to insist
upon a strict performance of any of the terms, conditions and covenants
herein shall not release the Tenant herein, nor any assignee assuming this
Lease, from any and all of the obligations herein during and for the entire Term
of this Lease.

      Section 16.5 Notwithstanding anything contained herein to the contrary,
any sublet or assignment to (A) any successor by merger or other reorganization
or (B) any entity acquiring substantially all the assets of the Tenant or (C)
any entity under common control with the Tenant or (D) an Affiliated Company
shall not require the prior notice or written consent of the Landlord. As used
herein, Affiliated Company shall mean any corporation related to such party as a
parent, subsidiary or brother-sister corporation so that such corporation and
such party or such corporation and such party and other corporations constitute
a controlled group as determined under Section 1563 of the Internal Revenue Code
of 1986, as amended and as elaborated by the Treasury Regulations promulgated
thereunder.



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<PAGE>   24
      Section 16.6 If the Tenant is a corporation and if at any time during the
Lease Term the persons owning a majority of its "voting stock" at the time of
the execution of this Lease should cease to own a majority of such voting stock
(except as the result of transfers by bequest or inheritance), the Tenant
covenants to notify the Landlord of any such transfer and such transfer shall be
deemed an assignment of this Lease. In the event of such transfer, the Landlord
shall provide the Tenant with its consent or nonconsent within fifteen (15)
business days of receipt of the Tenant's notice of such transfer, or the
Landlord's consent shall be deemed to have been given. In the event of such
transfer, the Landlord may not unreasonably withhold its consent thereto. This
Section shall not apply whenever the Tenant is a corporation, the outstanding
stock of which is listed on a recognized stock exchange. For the purposes of
this Section 16.6, stock ownership shall be determined in accordance with the
principles set forth in Section 544 of the Internal Revenue Code of 1986, as
amended, to and including the date of this Lease, and the term "voting stock"
shall refer to shares of stock regularly entitled to vote for the election of
directors of the corporation.

                                 ARTICLE XVII
                                    Notices

      Section 17.1 All notices, demands, consents, approvals, requests and
instruments or documents by this Lease required or permitted to be given to or
served upon the Landlord or the Tenant shall be in writing. Any such notice,
demand, consent, approval, request, instrument or document shall be sufficiently
given or served only if delivered personally or if sent by a recognized
overnight courier service or if sent by certified or registered mail, postage
prepaid, addressed at the address set forth below, or at such other address as
it shall designate by notice, as follows:

      If to the Landlord:     CP REPROP Phoenix III Corp
                                    Cabot Partners
                                    Attn: Gene Reilly
                                    Two Center Plaza, Suite 200
                                    Boston, Massachusetts 02108

      With Copy to:           Mayer, Brown & Platt
                                    Attn: Mary Lemuth
                                    700 Louisiana, Suite 3600
                                    Houston, Texas 77002



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<PAGE>   25
      If to the Tenant:       Simmons Company
                                    Attn: Roger Franklin
                                    One Concourse Parkway, Suite 600
                                    Atlanta, Georgia 30071

      With Copy to:           Jones, Day, Reavis & Pogue
                                    Attn: Stephen B. Schrock
                                    3500 One Peachtree Center
                                    303 Peachtree Street, N.E.
                                    Atlanta, Georgia 30303

      Any notice so sent shall be deemed given or served upon receipt or
rejection thereof.

                                 ARTICLE XVIII
                                 Holding Over

      Section 18.1 If the Tenant shall remain in the Demised Premises after the
expiration of the Term without having executed and delivered a new lease with
the Landlord, such holding over shall not constitute a renewal or extension of
this Lease. The Landlord may, at its option, elect to treat the Tenant as one
who has not removed at the end of its Term, and thereupon be entitled to all the
remedies against the Tenant provided by law in that situation, or the Landlord
may elect, at its option, to construe such holding over as a tenancy from month
to month, subject to all the terms and conditions of this Lease, except as to
duration thereof, and in that event the Tenant shall pay one hundred twenty-five
percent (125%) of the Monthly Basic Rent required to be paid for the last month
of the Term of this Lease, as extended or renewed, plus all Additional Rent, in
advance on the first day of the month, for the first month the Tenant holds
over, and thereafter shall pay one hundred fifty percent (150%) of the Monthly
Basic Rent required to be paid for the last month of the Term of this Lease, as
extended or renewed, plus all Additional Rent, in advance on the first day of
each month until such time as the Tenant surrenders occupancy and delivers
possession to the Landlord. The time limitations described in this Article XVIII
shall not be subject to extension for Force Majeure.

                                  ARTICLE XIX
                                     Liens

      Section 19.1 The Tenant shall not do any act, or make any contract, which
may create or be the foundation for any lien or other encumbrance upon any
interest of the Landlord or any ground or underlying lessor in any portion of
the Demised Premises. If, because of any act or omission (or alleged act or
omission) of the Tenant, any Notice of Intention, mechanic's or other lien,
charge, or order for the payment of money or other encumbrance shall be filed
against the Landlord and/or any ground or underlying lessor and/or any portion
of the Demised Premises (whether or not such lien, charge, order, or encumbrance
is valid or enforceable as such), the Tenant shall, at its own cost and expense,
cause same to be discharged of record or bonded within fifteen (15) days after
the filing thereof; and the Tenant shall indemnify and save harmless the
Landlord and all ground and underlying lessor(s) against and from all costs,
liabilities, suits, penalties, claims, and demands, including reasonable counsel
fees, resulting therefrom. If the Tenant fails to comply with the foregoing
provisions, the Landlord shall have the option of discharging or bonding any
such lien, charge, order, or encumbrance, and the Tenant agrees to reimburse the
Landlord for all reasonable actual costs, expenses and other sums of money in
connection therewith (as Additional Rent) with interest at Prime plus four
percent (4%) promptly upon demand. All materialmen, contractors, artisans,
mechanics, laborers, and any other persons now or hereafter contracting with the
Tenant or any contractor or subcontractor of the Tenant for the furnishing of
any labor services, materials, supplies, or equipment with respect to any
portion of the Demised Premises, at any time from the date 



                                       21
<PAGE>   26
hereof until the end of the Lease Term, are hereby charged with notice that they
look exclusively to the Tenant to obtain payment for same.

                                  ARTICLE XX
                   Condition of Demised Premises, Loss, Etc.

      Section 20.1 Other than as expressly set forth in this Lease, after the
commencement of the Tenant's occupancy, the Landlord shall not be responsible
for the loss of, or damage to, the Tenant's property or that under its care,
custody or control or injury to the Tenant occurring in or about the Demised
Premises or for any business interruption loss, for any reason whatsoever, to
include but not be limited to: any existing or future condition, defect, matter
or thing in the Demised Premises; the acts, omissions or negligence of other
persons or tenants in and about the Demised Premises; theft or burglary from the
Demised Premises; the negligence of the Landlord, its agents, servants or
invitees; and defects, errors or omissions in the construction or design of the
Demised Premises and/or the Building including the structural and nonstructural
portions thereof. The Tenant covenants and agrees to make no claim for any such
loss, damage or injury at any time.

      The Landlord represents that it holds record title to the Real Property,
and that no third party has any rights in the Demised Premises. The Landlord
agrees that it shall be responsible for the working condition of the Building
systems and the compliance of the Real Property and the Building with all
applicable governmental laws and regulations. Additionally, subject to matters
disclosed in the Phase I environmental report prepared for the Landlord by Smith
Technology Corporation November, 1996, Project No. 05-7937-82 prior to its
acquisition of the Real Property, which report the Landlord has provided to the
Tenant, to the actual knowledge of the Landlord without any independent
investigation, the Real Property is in compliance with all applicable
environmental regulations currently in effect at the date of execution of this
Lease.


                                  ARTICLE XXI
                    Inspection, For Sale and For Rent Signs

      Section 21.1 Upon prior notice to the Tenant (except in cases of emergency
where damage to life or property is imminent), the Landlord, or its agents,
shall have the right to enter the Demised Premises at reasonable business hours
to examine the same, or to exhibit the Demised Premises to prospective
purchasers and to place upon the Demised Premises a suitable "For Sale" sign,
which sign must be approved by the Tenant, which approval shall not be
unreasonably withheld. For six (6) months prior to the expiration of the Term,
the Landlord, or its agents, may exhibit the Demised Premises to prospective
tenants and may place the usual "To Let" signs thereon.

                                 ARTICLE XXII
                                     Signs

      Section 22.1 No sign, advertisement or notice shall be affixed to or
placed upon any part of the Demised Premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord, which approval the Landlord shall not unreasonably
withhold, provided: (i) that the Tenant comply with all applicable governmental
ordinances and regulations and receives all necessary governmental approvals
required for erection and maintenance of the sign and (ii) no later than the
last day of the Term, the Tenant shall, at the Tenant's expense, remove the sign
and repair all injury done by or in connection with the installation or removal
of the sign.


                                       22
<PAGE>   27
                                 ARTICLE XXIII
                    Advance Rent, Security and Late Charge

      Section 23.1 Simultaneously herewith, the Tenant has deposited with the
Landlord the sum of Twenty-Four Thousand Eight Hundred Seventeen Dollars
($24,817.00) as advance Monthly Basic Rent for the fourth month of the Tenant's
rental obligation.

      Section 23.2 The Tenant has this day deposited with the Landlord the sum
of Twenty-Five Thousand Dollars ($25,000.00) as security for the full and
faithful performance by the Tenant of all of the terms and conditions upon the
Tenant's part to be performed, which said sum shall be returned to the Tenant
after the time fixed as the expiration of the Term herein, provided the Tenant
has fully and faithfully carried out all of the terms, covenants and conditions
on the Tenant's part to be performed. In the event the Landlord uses any of said
security deposit to cure the Tenant's default(s) or meet any of the Tenant's
obligations, the Tenant covenants to upon demand replace the amount so utilized.
In the event of a bona fide sale, subject to this Lease, the Landlord shall have
the right to transfer the security to the vendee, and the Landlord shall be
considered released by the Tenant from all liability for the return of such
security; and the Tenant agrees to look solely to the new landlord for the
return of the said security, and it is agreed that this shall apply to every
transfer or assignment made of the security to a new landlord. The security
deposited under this shall not be mortgaged, assigned or encumbered by the
Tenant without the written consent of the Landlord. Notwithstanding anything to
the contrary in this paragraph, provided that the Tenant is not in default on
the fifth (5th) anniversary of the Commencement Date, the Landlord shall deliver
to the Tenant any amount of the security deposit still held by the Landlord.

      Section 23.3 Anything in this Lease to the contrary notwithstanding, at
the Landlord's option, the Tenant shall pay a "Late Charge" of five percent (5%)
of any installment of Monthly Basic Rent or Additional Rent paid more than ten
(10) days after the due date thereof, to cover the extra expense involved in
handling delinquent payments.

                                 ARTICLE XXIV
                             Financial Statements

      Section 24.1 The Tenant agrees, within ninety (90) days after the end of
the Tenant's accounting year, at the request of the Landlord, or at the request
of the holder of any first mortgage upon the Demised Premises, to furnish to the
Landlord or mortgagee, a certified balance sheet and profit and loss statement
for the last accounting year.

                                  ARTICLE XXV
                                    Broker

      Section 25.1 The Tenant represents and warrants to the Landlord that Daum
Commercial Real Estate is the sole broker which advised it of the availability
of the Demised Premises for leasing and is the sole broker which introduced it
to the Landlord, and the Landlord shall pay the commission, if any, which may be
due to said broker. The Landlord and the Tenant agree to indemnify and hold each
other harmless from any and all claims of other brokers and expenses in
connection therewith arising out of or in connection with the negotiation of or
the entering into this Lease by the Landlord and the Tenant, except for any such
claim resulting from the actions of the indemnifying party.



                                       23
<PAGE>   28
                                 ARTICLE XXVI
                       Short Form or Memorandum of Lease

      Section 26.1 At the request of either party, the Landlord and the Tenant
will execute and deliver, in duplicate original counterparts, a recordable
memorandum of this Lease identifying the Demised Premises and stating the
commencement and termination dates of the Term of this Lease and any other
information concerning this Lease mutually agreed to by the Landlord and the
Tenant.

                                 ARTICLE XXVII
                            Waiver of Trial by Jury

      Section 27.1 The Landlord and the Tenant waive trial by jury in any
action, proceeding or counterclaim brought by either the Landlord or the Tenant
against the other in any matters whatsoever arising out of or in any way
connected with this Lease, the Tenant's use or occupancy of the Demised
Premises, and/or any claim of injury or damage.

                                ARTICLE XXVIII
                              Personal Liability

      Section 28.1 Notwithstanding anything to the contrary provided in this
Lease, it is specifically understood and agreed, such agreement being a primary
consideration for the execution of this Lease by the Landlord, that there shall
be absolutely no personal liability on the part of the Landlord, its successors,
assigns or any mortgagee in possession (for the purposes of this Paragraph,
collectively referred to as "Landlord"), with respect to any of the terms,
covenants and conditions of this Lease, and that the Tenant shall look solely to
the equity of the Landlord in the Building for the satisfaction of each and
every remedy of the Tenant in the event of any breach by the Landlord of any of
the terms, covenants and conditions of this Lease to be performed by the
Landlord, such exculpation of liability to be absolute and without any
exceptions whatsoever; provided, however, excepted from such exculpation of
liability are damages or losses suffered by the Tenant resulting from the
commitment of any intentionally fraudulent act by or from the willful misconduct
of the Landlord.

                                 ARTICLE XXIX
                          Landlord's Retained Rights

      Section 29.1 The Landlord hereby reserves to itself, its successors and
assigns, the right to grant, construct, maintain and use ingress and egress
easements, railroad easements, utility easements, drainage easements, across,
through, over and under the Demised Premises, Building and Building Area or to
or from other lands and other portions of the Real Property and to construct and
install pipes and other equipment necessitated thereby, provided, however, that
the same be at the cost of the Landlord and does not unreasonably interfere with
the use of or access to the Demised Premises by the Tenant.

                                  ARTICLE XXX
                                  Definitions

      Section 30.1 Common Facilities or Common Area. As used herein, Common
Facilities or Common Area shall include those facilities available to all
Building tenants including by way of example and not by way of limitation, the
parking areas whether assigned or not; the means of ingress and egress from and
over the ground level exterior areas of the Building Area; any sidewalks and
curbs; any landscaped areas; all Building and Building Area facilities or
services that service all Building tenants, including but not limited to
exterior utility lines, roof, roof supports, exterior walls, structural steel,
and exterior lighting; provided, however, that the Tenant's proportional share
of any roof maintenance pass-throughs shall be limited each year to the sum of
Five 


                                       24
<PAGE>   29
Thousand and No/100 Dollars ($5,000). The Landlord may at any time close
temporarily any Common Facilities to make repairs or changes therein or to
effect construction, repairs or changes therein or to effect construction,
repairs or changes within the Building, or to discourage non-tenant parking, and
may do such other acts in and to the Common Facilities as in its judgment may be
desirable to improve the convenience thereof, provided same does not
unreasonably interfere with the Tenant's use of or access to the Demised
Premises.

      Notwithstanding anything to the contrary contained herein, the Landlord
shall be responsible for maintaining the exterior utility lines only beyond the
termination of the municipal utility companies' ownership.

      Section 30.2 Proportionate Share. The Tenant's Proportionate Share,
wherever that phrase is used, shall be thirty-seven and one tenth percent
(37.1%), which the parties agree reflects and will be continually adjusted to
reflect the ratio of the gross square feet of the area rented to the Tenant
(including an allocable share of all Common Facilities) (which now is 103,408
gsf) as compared with the total number of gross square feet of the entire
Building measured outside wall to outside wall but excluding therefrom any
storage areas (which is now 279,131 gsf). The Landlord shall have the right to
make changes or revisions in the Common Facilities of the Building so as to
provide additional leasing area. The Tenant understands that as a result of
changes in the layout of the Common Facilities from time to time occurring due
to, by way of example and not by way of limitation, the rearrangement of
corridors, the aggregate of all Building tenant proportionate shares may be
equal to, less than or greater than one hundred percent (100%).

      Section 30.3 Force Majeure. Force Majeure shall mean and include those
situations beyond either party's control, including by way of example and not by
way of limitation, acts of God; accidents; repairs; strikes; shortages of labor,
supplies or materials; delays in the issuance of governmental permits or
approvals; inclement weather; or, where applicable, the passage of time while
waiting for an adjustment of insurance proceeds. Any time limits required to be
met by either party hereunder, whether specifically made subject to Force
Majeure or not, except those related to the payment of Term Basic Rent or
Additional Rent and except as to the time periods set forth in Article XVIII,
shall, unless specifically stated to the contrary elsewhere in this Lease, be
automatically extended by the number of days by which any performance called for
is delayed due to Force Majeure.

      Section 30.4 Additional Rent. Additional Rent shall mean all sums in
addition to Term Basic Rent payable by the Tenant to the Landlord pursuant to
the provisions of this Lease.

                                 ARTICLE XXXI
                                 Miscellaneous

      Section 31.1 Partial Invalidity. If any term or provision of this Lease or
the application thereof to any party or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of such
term or provision to parties or circumstances other than those to which it is
held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.

      Section 31.2 Waivers. One or more waivers by either party of the
obligation of the other to perform any covenant or condition shall not be
construed as a waiver of a subsequent breach of the same or any other covenant
or condition.

      The receipt of Basic Rent or Additional Rent by the Landlord, with
knowledge of any breach of this Lease by the Tenant or of any default on the
part of the Tenant in the observance or performance of any of the conditions or
covenants of this Lease, shall not be deemed to be a waiver of any provision of
this Lease. Neither acceptance of the keys nor any other act or thing done by
the Landlord or any agent or employee during the Term 



                                       25
<PAGE>   30
herein demised shall be deemed to be an acceptance of a surrender of said
Demised Premises, excepting only an agreement in writing signed by the Landlord
accepting or agreeing to accept such a surrender.

      Section 31.3 Number, Gender. Wherever herein the singular number is used,
the same shall include the plural, and the masculine gender shall include the
feminine and neuter genders.

      Section 31.4 Successors, Assigns. The terms, covenants and conditions
herein contained shall be binding upon and inure to the benefit of the
respective parties and their successors and assigns.

      Section 31.5 Headings. The Article and marginal headings herein are
intended for convenience in finding the subject matters, are not to be taken as
part of this Lease and are not to be used in determining the intent of the
parties to this Lease.

      Section 31.6 Entire Agreement. This instrument contains the entire and
only agreement between the parties and no oral statements or representations or
prior written matter not contained in this instrument shall have any force or
effect. This Lease shall not be modified in any way or terminated except by a
writing executed by both parties.

      Section 31.7 Landlord. The term "Landlord" as used in this Lease means
only the holder, for the time being, of the Landlord's interest under this Lease
so that in the event of any transfer of title to the Demised Premises the
Landlord shall be and hereby is entirely freed and relieved of all obligations
of the Landlord hereunder accruing after such transfer, and it shall be deemed
without further agreement between the parties that such grantee, transferee or
assignee has assumed and agreed to observe and perform all obligations of the
Landlord hereunder arising during the period it is the holder of the Landlord's
interest hereunder.

      Section 31.8 Words of Duty. Whenever in this Lease any words of obligation
or duty are used, such words or expressions shall have the same force and effect
as though made in the form of covenants.

      Section 31.9 Cumulative Remedies. The specified remedies to which the
Landlord or the Tenant may resort under the terms of this Lease are cumulative
and are not intended to be exclusive of any other remedies or means of redress
to which the Landlord or the Tenant may lawfully be entitled in case of any
breach or threatened breach of any provision of this Lease.

      Section 31.10 No Option. The submission of this Lease Agreement for
examination does not constitute a reservation of, or option for, the Demised
Premises, and this Lease Agreement becomes effective as a Lease Agreement only
upon execution and delivery thereof by the Landlord and the Tenant.

      Section 31.11 Accord and Satisfaction. No payment by the Tenant or receipt
by the Landlord of a lesser amount than the Basic Rent and additional charges
payable hereunder shall be deemed to be other than a payment on account of the
earliest stipulated Monthly Basic Rent and Additional Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment for Basic Rent or Additional Rent be deemed an accord and satisfaction,
and the Landlord may accept such check or payment without prejudice to the
Landlord's right to recover the balance of such Basic Rent and Additional Rent
or pursue any other remedy provided herein or by law.

      Section 31.12 Tenant's Corporate Authority. If the Tenant is a
corporation, the Tenant represents and warrants that this Lease and the
undersigned's execution of this Lease has been duly authorized and approved by
the corporation's Board of Directors. The undersigned officers and
representatives of the corporation executing this Lease on behalf of the
corporation represent and warrant that they are officers of the corporation with



                                       26
<PAGE>   31
authority to execute this Lease on behalf of the corporation, and within fifteen
(15) days of execution hereof, the Tenant will provide the Landlord with a
corporate resolution confirming the aforesaid.

      Section 31.13 Landlord's Corporate Authority. If the Landlord is a
corporation, the Landlord represents and warrants that this Lease and the
undersigned's execution of this Lease has been duly authorized and approved by
the corporation's Board of Directors. The undersigned officers and
representatives of the corporation executing this Lease on behalf of the
corporation represent and warrant that they are officers of the corporation with
authority to execute this Lease on behalf of the corporation, and within fifteen
(15) days of execution hereof, the Landlord will provide the Tenant with a
corporate resolution confirming the aforesaid.

      Section 31.14 Applicable Law. This Lease shall be interpreted and
construed in accordance with the laws of the State of Arizona (excluding Arizona
conflict of laws) and by the state courts of Arizona.

      Section 31.15 Compliance with Rules and Regulations. The Tenant shall
observe and comply with the rules and regulations hereinafter set forth in
Exhibit H attached hereto and made a part hereof and with such further
reasonable rules and regulations as the Landlord may prescribe, on written
notice to the Tenant, for the safety, care and cleanliness of the Building and
Common Area and the comfort, quiet and convenience of other occupants of the
Building provided that such rules and regulations are uniformly enforced by the
Landlord in a non-discriminatory manner as to all tenants.

      IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
 
                           CP REPROP PHOENIX III CORP.,
                           Landlord

                           By:___________________________
                           Its________________________

                           SIMMONS COMPANY,
                           Tenant

                           By:___________________________
                           Its________________________


                                       27
<PAGE>   32
                       EXHIBIT C - RIGHT TO EXTEND TERM


      (a) Provided that as of the time of the giving of the Extension Notice and
the Commencement Date of the Extension Term, (x) the Tenant is the Tenant
originally named herein (or a permitted assignee of the Tenant under this
Lease), (y) the Tenant (or a permitted assignee of the Tenant under the Lease)
actually occupies all of the Demised Premises initially demised under this Lease
and any space added to the Demised Premises, and (z) no Event of Default exists
(including the passage of any applicable curative period, if any), then the
Tenant shall have the right to extend the Lease Term for an additional term of
sixty (60) months (such additional term is hereinafter called the "Extension
Term") commencing on the day following the expiration of the Lease Term
(hereinafter referred to as the "Commencement Date of the Extension Term"). The
Tenant shall send the Landlord written notice (hereinafter called the "Extension
Notice") of its election to extend the term of the Lease Term at least nine (9)
months prior to the scheduled expiration date of the Lease Term.

      (b) The Basic Rent payable by the Tenant to the Landlord during the
Extension Term shall be equal to the Market Rate (hereinafter defined) as of the
first day of the Extension Term. Within fifteen (15) days after receipt of the
Extension Notice for the extension, the Landlord shall determine and send the
Tenant written notice of the Landlord's good faith estimate of prevailing market
rents for space similar to the Demised Premises for a term similar to the
Extension Term with comparable terms and conditions. The Tenant shall then have
a period of fifteen (15) days within which to in good faith accept or reject in
writing the Landlord's estimate of prevailing market rents. Failure of the
Tenant to send such notice shall be deemed an approval by the Tenant of the
Landlord's estimate. If the Tenant timely notifies the Landlord that the Tenant
in good faith rejects the Landlord's estimate, the Landlord and the Tenant shall
endeavor for a period of fifteen (15) days to reach agreement on prevailing
market rents. If the Landlord and the Tenant are unable to reach agreement on
prevailing market rents within such fifteen (15) day period, the determination
of prevailing market rents shall be resolved by binding arbitration as provided
below. The Landlord's estimate of prevailing market rents, if accepted (or
deemed accepted) by the Tenant as above provided, or prevailing market rents as
determined either by the Landlord and the Tenant jointly, or by binding
arbitration pursuant to this Exhibit C, shall be herein referred to as the
"Market Rent."

      (c) If pursuant to the foregoing provisions of this Exhibit C the
determination of prevailing market rents is to be resolved by binding
arbitration, such arbitration shall be conducted in accordance with the terms of
this paragraph. The Landlord and the Tenant shall each select a competent,
qualified arbitrator who shall be an M.A.I. appraiser and, if such arbitrators
are unable to reach agreement within fifteen (15) days, the first two
arbitrators shall: (i) if the recommendations as to the prevailing market rent
of the two arbitrators are amounts within ten percent (10%) of the other, add
the two recommendations and divide by two to get a binding determination or (ii)
if the recommendations are not within ten percent (10%) of the other, appoint a
third arbitrator who shall be an M.A.I. appraiser (or if they are unable to
agree upon a third arbitrator, either may apply to the Chief Judge of the
applicable United States District Court, and such judge shall appoint the third
arbitrator). Within ten (10) days after his appointment, the third arbitrator
shall consult with the first two arbitrators and the third arbitrator shall
choose, as a final resolution of such dispute, the recommendation of one of the
first two arbitrators, without modification, as such third arbitrator may deem
most appropriate under all of the circumstances. The decision of the third
arbitrator shall be binding on the Landlord and the Tenant. All fees and
expenses of the arbitration shall be divided equally.

      (d) The determination of Basic Rent does not reduce the Tenant's
obligation to pay or reimburse the Landlord for Additional Rent and other
reimbursable items as set forth in this Lease, and the Tenant shall reimburse
and pay the Landlord as set forth in this Lease with respect to such Additional
Rent and other items with respect to the Demised Premises during the Extension
Term.



                                       28
<PAGE>   33
      (e) Except for the Basis Rent as determined above, the Tenant's occupancy
of the Demised Premises during the Extension Term shall be on the same terms and
conditions as are in effect immediately prior to the expiration of the initial
Lease Term; provided, however, the Tenant shall have no further right to any
allowances, credits or abatements or any options to expand, contract, renew or
extend the Lease.

      (f) If the Tenant does not send the Extension Notice within the period set
forth in paragraph (a) above, the Tenant's right to extend the Lease Term for
the Extension Term shall automatically terminate. Time is of the essence as to
the sending of the Extension Notice.

      (g) The Landlord shall have no obligation to refurbish or otherwise
improve the Demised Premises for the Extension Term. The Premises shall be
tendered on the Commencement Date of the Extension Term in their then "as-is"
condition.

      (h) If the Lease is extended for the Extension Term, then the Landlord
shall prepare and the Tenant shall execute an amendment to the Lease confirming
the extension of the Lease Term and the other provisions applicable thereto (the
"Amendment").

      (i) If the Tenant exercises its right to extend the term of the Lease for
the Extension Term pursuant to this Exhibit C, the term "Lease Term" as used in
the Lease, shall be construed to include, to the extent applicable, the
Extension Term, as applicable, except as provided in (e) above.


                                       29
<PAGE>   34
                                   EXHIBIT D

                            RIGHT OF FIRST REFUSAL



(a) "Offered Space" shall mean any space contiguous to the Demised Premises
located within the Building.

      (b) Provided that as of the date of the giving of the Landlord's Notice,
(x) the Tenant is the Tenant originally named herein (or a permitted assignee of
the Tenant under the Lease), (y) the Tenant actually occupies all of the Demised
Premises originally demised under this Lease and any premises added to the
Demised Premises, and (z) no Event of Default exists (including the passage of
any applicable curative period, if any), if at any time during the Lease Term
any lease for any portion of the Offered Space shall expire and if the Landlord
intends to enter into a lease (the "Proposed Lease") for such portion of the
Offered Space with anyone (a "Proposed Tenant") other than the tenant then
occupying such space (or its affiliates) or a tenant who, as of the date of this
Lease, is currently a tenant of the Property, the Landlord shall first offer to
the Tenant the right to lease such portion of the Offered Space upon all the
terms and conditions of the Proposed Lease.

      (c) Such offer shall be made by the Landlord to the Tenant in a written
notice (hereinafter called the "Offer Notice") which offer shall designate the
space being offered and shall specify the terms for such portion of the Offered
Space which shall be the same as those set forth in the Proposed Lease. The
Tenant may accept the offer set forth in the Offer Notice by delivering to the
Landlord an unconditional acceptance (hereinafter called "Tenant's Notice") of
such offer within 5 business days after delivery by the Landlord of the Offer
Notice to the Tenant. Time shall be of the essence with respect to the giving of
Tenant's Notice. If the Tenant does not accept (or fails to timely accept) an
offer made by the Landlord pursuant to the provisions of this Exhibit with
respect to such portion of the Offered Space designated in the Offer Notice, the
Landlord shall remain obligated with respect to such space by reason of this
Exhibit only if the Proposed Lease is not entered into between the Landlord and
Proposed Tenant. In order to send the Offer Notice, the Landlord does not need
to have negotiated a complete lease with the Proposed Tenant but may merely have
agreed upon the material economic terms for the Proposed Lease, and the Tenant
must make its decision with respect to that portion of the Offered Space covered
by the Proposed Lease as long as it has received a description of such material
economic terms.

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



                                       30
<PAGE>   35
                                   EXHIBIT E

                           PLANS AND SPECIFICATIONS

      Those plans prepared by McCall & Tang architects and planners, Inc., Job #
      9703, Plan dated February 7, 1997.




                                       31
<PAGE>   36
                                   EXHIBIT F

                             INTENTIONALLY DELETED


                                       32
<PAGE>   37
                                   EXHIBIT G

                              APPROVED MATERIALS




                                       33
<PAGE>   38
                       EXHIBIT H - RULES AND REGULATIONS


1.    No advertisements, pictures or signs of any sort shall be displayed on or
      outside the Demised Premises without the prior written consent of the
      Landlord. This prohibition shall include any portable signs or vehicles
      placed within the parking lot, common areas or on streets adjacent thereto
      for the purpose of advertising or display. The Landlord shall have the
      right to remove any such unapproved item without notice and at the
      Tenant's expense.

2.    The Tenant shall not park or store motor vehicles, trailers or containers
      outside the Demised Premises after the conclusion of normal daily business
      activity except in approved areas specifically designated by the Landlord,
      acting reasonably.

3.    The Tenant shall not use any method of heating or air-conditioning other
      than that supplied by the Landlord without the prior written consent of
      the Landlord.

4.    All window coverings and window films or coatings installed by the Tenant
      and visible from outside of the building require the prior written
      approval of the Landlord. Except for dock shelters and seals as may be
      expressly permitted by the Landlord, no awnings or other projections shall
      be attached to the outside walls of the building.

5.    The Tenant shall use, keep or permit to be used or kept any foul or
      noxious gas or substance on, in or around the Demised Premises unless
      approved by the Landlord. The Tenant shall not use, keep or permit to be
      used or kept any flammable or combustible materials without proper
      governmental permits and approvals.

6.    The Tenant shall not use, keep or permit to be used or kept food or other
      edible materials in or around the Demised Premises in such a manner as to
      attract rodents, vermin or other pests. The Tenant shall not permit
      cooking in or about the Demised Premises other than in microwave ovens.

7.    The Tenant shall not use or permit the use of the Demised Premises for
      lodging or sleeping, for public assembly, or for any illegal or immoral
      purpose.

8.    The Tenant shall park motor vehicles only in those parking areas
      designated for use by the Tenant on Exhibit B except for active loading
      and unloading. During loading and unloading of vehicles or containers, the
      Tenant shall not unreasonably interfere with traffic flow within the
      industrial park and loading and unloading areas of other tenants.

9.    Storage of propane tanks, whether interior or exterior, shall be in secure
      and protected storage enclosures approved by the local fire department
      and, if exterior, shall be located in areas specifically designated by the
      Landlord. Safety equipment, including eye wash stations and approved
      neutralizing agents, shall be provided in areas used for the maintenance
      and charging of lead-acid batteries. The Tenant shall protect electrical
      panels and building mechanical equipment from damage from forklift trucks.

10.   The Tenant shall not disturb, solicit or canvas any occupant of the
      Building or industrial park and shall cooperate to prevent same.

11.   No person shall go on the roof of the Building without the Landlord's
      permission except to perform obligations under its lease.


                                       34
<PAGE>   39
12.   No animals (other than seeing eye dogs) or birds of any kind may be
      brought into or kept in or about the Demised Premises.

13.   Machinery, equipment and apparatus belonging to the Tenant which cause
      noise or vibration that may be transmitted to the structure of the
      Building to such a degree as to be reasonably objectionable to the
      Landlord or other tenants or to cause harm to the Building shall be placed
      and maintained by the Tenant, at the Tenant's expense, on vibration
      eliminators or other devices sufficient to eliminate the transmission of
      such noise and vibration. The Tenant shall cease using any such machinery
      which causes reasonably objectionable noise and vibration which can not be
      sufficiently mitigated.

14.   All goods, including material used to store goods, delivered to the
      Demised Premises of the Tenant shall be immediately moved into the Demised
      Premises and shall not be left in parking or exterior loading areas
      overnight.

15.   Tractor trailers which must be unhooked or parked with dolly wheels beyond
      the concrete loading areas must use steel plates or wood blocks of
      sufficient size to prevent damage to the asphalt paving surfaces. No
      parking or storing of such trailers will be permitted in the auto parking
      areas of the industrial park or on streets adjacent thereto.

16.   Forklifts which operate on asphalt paving areas shall not have solid
      rubber tires and shall use only tires that do not damage the asphalt.

17.   The Tenant shall be responsible for the safe storage and removal of all
      pallets. Pallets shall be stored behind screened enclosures at locations
      approved by the Landlord.

18.   The Tenant shall be responsible for the safe storage and removal of all
      trash and refuse. All such trash and refuse shall be contained in suitable
      receptacles stored behind screened enclosures at locations approved by the
      Landlord. The Landlord reserves the right to remove, at the Tenant's
      expense and without further notice, any trash or refuse left elsewhere
      outside of the Demised Premises or in the industrial park.

19.   The Tenant shall not store or permit the storage or placement of goods or
      merchandise in or around the common areas surrounding the Demised
      Premises. No displays or sales of merchandise shall be allowed in the
      parking lots or other common areas.

20.   The Tenant shall appoint an Emergency Coordinator who shall be responsible
      for assuring notification of the local fire department in the event of an
      emergency, assuring that sprinkler valves are kept open and implementing
      the Factory Mutual "Red Tag Alert" system including weekly visual
      inspection of all sprinkler system valves on or within the Demised
      Premises.



                                       35