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                          FIRST AMENDMENT TO COMMERCIAL

                               SINGLE-TENANT LEASE

THIS FIRST AMENDMENT TO SINGLE-TENANT  LEASE (this  "Amendment") is entered into
for  reference  purposes  only as of  October  __,  1996,  by and  between  3811
PARTNERS,  LLLP, a Colorado limited  liability  limited  partnership,  JEROME A.
LEWIS AND MARTHA  DELL LEWIS AND  PACIFICA  JOLIET  INDUSTRIAL,  LLC, a Colorado
limited liability company, as tenants in common, d/b/a/ PRL Joliet ("landlord"),
and CRYENCO SCIENCES, INC. a Colorado corporation ("Tenant").

                                   WITNESSETH:

A.   Landlord  and Tenant  entered into that  certain  Commercial  Single-Tenant
     Lease, dated June 19, 1996 (the "Lease").

B.   Landlord  and  Tenant  desire  to amend the  Lease in the  manner  and form
     hereinafter set forth.

        NOW,  THEREFORE,  in  consideration  of the  premises and other good and
valuable   consideration,   the  receipt   and   adequacy  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

1.   The reference in Lease to "3811 Partners, LLLP" shall be changed to read as
    "3811 Joliet, L.L.L.P."

2.   Miscellaneous.

        a. The Lease as modified  herein remains in full force and effect and is
           ratified by Landlord and Tenant. In the event of any conflict between
           the  Lease and this  Amendment,  the  terms  and  conditions  of this
           Amendment shall control.  Capitalized  terms not defined herein shall
           have the same meaning as set forth in the Lease.

        b. This  Amendment  is  binding  upon and  inures to the  benefit of the
           parties hereto and their heirs, personal representatives,  successors
           and assigns.

        c.  This  Amendment  shall be governed  by an  construed  in  accordance
           with the laws of the State of Colorado.



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<PAGE>



IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS Amendment.  This Amendment is
effective upon delivery of a fully executed copy to Tenant  ("Effective  Date");
the day and year first above written is for reference purposes only.

                             3811 JOLIET, L.L.L.P., a Colorado limited liability
                             limited partnership

                             By:    ___________________________________
                                    Robert A. Russell, General Partner

                             JEROME A. LEWIS AND MARTHA DELL LEWIS

                             __________________________________________
                                            Jerome A. Lewis

                             __________________________________________
                                            Martha Dell Lewis

                             PACIFICA JOLIET INDUSTRIAL, LLC, a
                             Colorado limited liability company

                             By:    ___________________________________
                                    Steve Leonard, Manager

                                   "Landlord"

                             CRYENCO SCIENCES, INC., a Colorado
                             corporation

                             By:  _______________________________
                             Print Name:  _______________________
                             Its:  ______________________________
                             Date:  _____________________________

                             "Tenant"


                                        2
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<PAGE>


** Upon  purchase of this property by Lessor from current  owner,  approximately
October 1, 1996. 

*** Lessee is currently in possession  under  existing lease with current owner,
which lease shall  terminate  effective  with Lessor's  purchase of the property
from current owner and commencement of the Lease.

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
             STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
                (Do not use this form for Multi-Tenant Property)

1.  Basic Provisions ("Basic Provisions")

    1.1  PARTIES: This Lease ("LEASE"),  dated for reference purposes only, June
         19,  1996,  is made by and  between  3811  Partners,  LLLP,  a Colorado
         limited liability limited partnership,  Jerome A. Lewis and Martha Dell
         Lewis,  and  Pacifica  Joliet  Industrial,   LLC,  a  Colorado  limited
         liability company, as  Tenants-in-Common  dba PRL Joliet ("LESSOR") AND
         Cryenco Sciences,  Inc.  ("LESSEE"),  (collectively  the "PARTIES",  or
         individually a "PARTY").

    1.2  PREMISES:  That  certain  real  property,  including  all  improvements
         therein or to be provided by Lessor under the terms of this Lease,  and
         commonly  known by the street  address of 3811 Joliet Street located in
         the County of Denver,  State of Colorado  and  generally  described  as
         (describe  briefly  the nature of the  property)  124,290  square  foot
         manufacturing   and   warehouse   facility   on  14.3  acres  of  land.
         ("PREMISES"). (See Paragraph 2 for further provisions.)

    1.3  TERM:  Ten (10)  years and 0 months  ("ORIGINAL  TERM")  commencing  **
         ("COMMENCEMENT  DATE") and ending ten (10) years from commencement date
         ("EXPIRATION  DATE").  However,  this  original  Term  may be  modified
         pursuant to Addendum A, Paragraph 11(b) attached hereto.  (SEE ADDENDUM
         A,  ADDITIONAL  PROVISIONS,  PARA. 11 (2)) (See Paragraph 2 for further
         provisions.)

    1.4  EARLY POSSESSION:  *** ("Early Possession  Date").  (See Paragraphs 3.2
         and 3.3 for further  provisions.)

    1.5  BASE RENT:  $38,840.63  per month ("BASE  RENT"),  payable on the first
         day of each month commencing (See Paragraph 4 for further  provisions.)
         If this box is checked, there are provisions in this lease for the Base
         Rent to be adjusted.

    1.6  BASE RENT PAID UPON EXECUTION:  $38,840.63 as Base Rent for the period.

    1.7  SECURITY  DEPOSIT: $116,521.89 (3 months' rent) * ("SECURITY DEPOSIT").
         (See Paragraph 5 for further provisions.)

    1.8  PERMITTED   USE:   Manufacturing   and   warehousing  of  vehicles  for
         cryogenically cooled liquids (See Paragraph 6 for further provisions.)

    1.9  INSURING PARTY:  Lessor is the "INSURING PARTY" unless otherwise stated
         herein. (See Paragraph 8 for further provisions.)*

    1.10 REAL ESTATE BROKERS:  The following real estate brokers  (collectively,
         the "BROKERS") and brokerage  relationships  exist in this  transaction
         and are consented to by the Parties (check applicable boxes):

    Pacifica  Holding  Company  represents  [ ]  Lessor  exclusively  ("LESSOR'S
    BROKER");  [ ] both  Lessor and Lessee,  and CB  Commercial  represents  [ ]
    Lessee  exclusively  "LESSEE'S  BROKER");  [ ] both Lessee and Lessor.  (See
    Paragraph 15 for further provisions).

    1.11 

    1.12 ADDENDA.  Attached  hereto is an  Addendum  or  Addenda  consisting  of
         Paragraphs  I through  VII.1  and  Exhibits  A -  Colorado  Statutes  -
         Substitution  Bonds; B- List of Chemicals and * all of which constitute
         a part of this Lease.

   *Option(s) to Extend

2.   Premises.

    2.1  LETTING.  Lessor hereby leases to Lessee, and Lessee hereby leases from
         Lessor, the Premises,  for the term, at the rental, and upon all of the
         terms,  covenants  and  conditions  set  forth  in this  Lease.  Unless
         otherwise provided herein, any statement of square footage set forth in
         this Lease,  or that may have been used in  calculating  rental,  is an
         approximation  which  Lessor and  Lessee  agree is  reasonable  and the
         rental  based  thereon is not  subject to  revision  whether or not the
         actual square footage is more or less.

    2.2  CONDITION.  Lessor shall  deliver the Premises to Lessee clean and free
         of debris on the  Commencement  Date and  warrants  to Lessee  that the
         existing plumbing,  fire sprinkler system,  lighting, air conditioning,
         heating,  and loading doors, if any, in the Premises,  other than those
         constructed  by Lessee,  shall be in good  operating  condition  on the
         Commencement Date. If a non-compliance  with said warranty exists as of
         the Commencement  Date, Lessor shall,  except as otherwise  provided in
         this  Lease,  promptly  after  receipt of written  notice  from  Lessee
         setting  forth  with   specificity   the  nature  and  extent  of  such
         non-compliance,  rectify same at Lessor's  expense.  If Lessee does not
         give  Lessor  written  notice of a  non-compliance  with this  warranty
         within  (30)  days  after the  Commencement  Date,  correction  of that
         non-compliance  shall be the obligation of Lessee at Lessee's sole cost
         and expense.

<PAGE>
    2.3  COMPLIANCE  WITH  COVENANTS,  RESTRICTIONS  AND BUILDING  CODE.  Lessor
         warrants to Lessee that the  improvements  on the Premises  comply with
         all  applicable  covenants  or  restrictions  of record and  applicable
         building   codes,   regulations   and   ordinances  in  effect  on  the
         Commencement  Date.  Said  warranty  does not apply to the use to which
         Lessee  will  put  the  Premises  or  to  any  Alterations  or  Utility
         installations  (as  defined in  Paragraph  7.3(a) made or to be made by
         Lessee. If the Premises do not comply with said warranty, Lessor shall,
         except as otherwise  provided in this Lease,  promptly after receipt of
         written  notice from Lessee setting forth with  specificity  the nature
         and  extent  of such  non-compliance,  rectify  the  same  at  Lessor's
         expense.   If  Lessee  does  not  give  Lessor   written  notice  of  a
         non-compliance  with this warranty within six (6) months  following the
         Commencement  Date,  correction  of that  non-compliance  shall  be the
         obligation of Lessee at Lessee's sole cost and expense.

    2.4  ACCEPTANCE  OF PREMISES.  Lessee hereby  acknowledges:  (a) that it has
         been  advised  by the  Brokers to satisfy  itself  with  respect to the
         condition of the Premises  (including but not limited to the electrical
         and fire sprinkler systems, security, environmental aspects, compliance
         with  Applicable  Law, as defined in Paragraph 6.3) and the present and
         future suitability of the Premises for Lessee's intended use , (b) that
         Lessee has made such investigation as it deems necessary with reference
         to such  matters and assumes  all  responsibility  therefor as the same
         relate to Lessee's  occupancy of the  Premises  and/or the term of this
         Lease,  and (c) that neither Lessor,  nor any of Lessor's  agents,  has
         made any oral or written  representations or warranties with respect to
         the said matters other than as set forth in this Lease.

    2.5  LESSEE  PRIOR  OWNER/OCCUPANT.  The  warranties  made by Lessor in this
         Paragraph 2 shall be of no force or effect if immediately  prior to the
         date set forth in Paragraph 1.1 Lessee was the owner or occupant of the
         Premises.  In such  event,  Lessee  shall,  at  Lessee's  sole cost and
         expense,   correct  any   non-compliance  of  the  Premises  with  said
         warranties.

3.   Term.

    3.1  TERM. The Commencement Date,  Expiration Date and Original Term of this
         Lease are as specified in Paragraph 1.3.

    3.2  EARLY POSSESSION.  If Lessee totally or partially occupies the Premises
         prior to the  Commencement  Date, the obligation to pay Base Rent shall
         be abated for the period of such early  possession.  All other terms of
         this Lease,  however,  (including but not limited to the obligations to
         pay Real  Property  Taxes and  insurance  premiums  and to maintain the
         Premises)  shall be in  effect  during  such  period.  Any  such  early
         possession  shall not affect nor  advance  the  Expiration  Date of the
         Original Term..

    3.3  DELAY IN POSSESSION. If for any reason Lessor cannot deliver possession
         of the  Premises  to Lessee as  agreed  herein by the Early  Possession
         Date, if one is specified in Paragraph 1.4, or, if no Early  Possession
         Date is  specified,  by the  Commencement  Date,  Lessor  shall  not be
         subject to any liability  therefor,  nor shall such failure  affect the
         validity of this  Lease,  or the  obligations  of Lessee  hereunder  or
         extend the term hereof,  but in such case,  Lessee shall not, except as
         otherwise  provided  herein,  be  obligated  to pay rent or perform any
         other  obligation  of Lessee under the terms of this Lease until Lessor
         delivers  possession  of the Premises to Lessee.  If  possession of the
         Premises is not  delivered  to Lessee  within sixty (60) days after the
         Commencement  Date,  Lessee may, as its option, by notice in writing to
         Lessor  within ten (10) days  thereafter,  cancel this Lease,  in which
         event the Parties shall be discharged from all  obligations  hereunder;
         provided,  however,  that if  such  written  notice  by  Lessee  is not
         received by Lessor within said ten (10) day period,  Lessee's  right to
         cancel this Lease shall terminate and be of no further force or effect.
         Except as may be otherwise  provided,  and  regardless of when the term
         actually  commences,  if  possession  is not  tendered  to Lessee  when
         required by this Lease and Lessee  does not  terminate  this Lease,  as
         aforesaid,  the period free of the obligation to pay Base Rent, if any,
         that Lessee would  otherwise  have  enjoyed  shall run from the date of
         delivery of  possession  and continue for a period equal to what Lessee
         would otherwise have enjoyed under the terms hereof, but minus any days
         of delay caused by the acts, changes or omissions of Lessee.

4.       Rent.

    4.1  BASE RENT.  Lessee  shall cause  payment of Base Rent and other rent or
         charges,  as the same may be adjusted from time to time, to be received
         by Lessor in  lawful  money of the  United  States,  without  offset or
         deduction,  on or before  the day on which it is due under the terms of
         this  lease.  Base Rent and all other rent and  charges  for any period
         during  the term  hereof  which is for less than one (1) full  calendar
         month  shall be  prorated  based upon the actual  number of days of the
         calendar month  involved.  Payment of Base Rent and other charges shall
         be made to Lessor at its address stated herein or to such other persons
         or at such other addresses as Lessor may from time to time designate in
         writing to Lessee.

         *  See Addendum A, Additional Provisions             Initials _________

         NET                                                           _________

                                        1

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<PAGE>



5.  SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
    Security  Deposit  set  forth in  Paragraph  1.7 as  security  for  Lessee's
    faithful  performance of Lessee's  obligations  under this Lease.  If Lessee
    fails to pay Base Rent or other rent or charges due hereunder,  or otherwise
    Defaults  under this Lease (as defined in Paragraph  13.1),  Lessor may use,
    apply or retain all or any portion of said Security  Deposit for the payment
    of any  amount  due  Lessor or to  reimburse  or  compensate  Lessor for any
    liability,  cost, expense,  loss or damage (including attorneys' fees) which
    Lessor may suffer or incur by reason thereof.  If Lessor uses or applies all
    or any portion of said Security  Deposit,  Lessee shall within ten (10) days
    after written  request  therefor  deposit  moneys with Lessor  sufficient to
    restore said Security Deposit to the full amount required by this Lease. Any
    time the Base Rent  increases  during the term of this Lease,  Lessee shall,
    upon  written  request from Lessor,  deposit  additional  moneys with Lessor
    sufficient to maintain the same ratio  between the Security  Deposit and the
    Base Rent as those  amounts are  specified in the Basic  Provisions.  Lessor
    shall  not be  required  to keep  all or any  part of the  Security  Deposit
    separate  from its general  accounts.  Lessor  shall,  at the  expiration or
    earlier  termination  of the term  hereof and after  Lessee has  vacated the
    Premises, return to Lessee (or, at Lessor's option, to the last assignee, if
    any, of Lessee's interest herein),  that portion of the Security Deposit not
    used or applied by Lessor.  Unless otherwise  expressly agreed in writing by
    Lessor,  no part of the Security  Deposit  shall be considered to be held in
    trust,  to bear interest or other increment for its use, or to be prepayment
    for any  moneys to be paid by Lessee  under this  Lease.  (SEE  ADDENDUM  A,
    ADDITIONAL PROVISIONS, PARAGRAPH V)

6.       Use.

    6.1  USE. Lessee shall use and occupy the Premises only for the purposes set
         forth in Paragraph  1.8, or any other use which is comparable  thereto,
         and for no other purpose. Lessee shall not use or permit the use of the
         Premises in a manner that creates waste or a nuisance, or that disturbs
         owners and/or occupants of, or causes damage to,  neighboring  premises
         or properties.

    6.2  Hazardous Substances.

         (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS  SUBSTANCE" as
             used in this Lease  shall mean any  product,  substance,  chemical,
             material or waste whose presence, nature, quantity and/or intensity
             of existence, use, manufacture,  disposal,  transportation,  spill,
             release or  effect,  ether by itself or in  combination  with other
             materials   expected  to  be  on  the  Premises,   is  either:  (i)
             potentially  injurious to the public health, safety or welfare, the
             environment  or the  Premises,  (ii)  regulated or monitored by any
             governmental authority, or (iii) a basis for liability of Lessor to
             any governmental agency or third party under any applicable statute
             or common law theory. Hazardous Substance shall include, but not be
             limited to,  hydrocarbons,  petroleum,  gasoline,  crude oil or any
             products, by-products or fractions thereof. Lessee shall not engage
             in any activity in, on or about the Premises  which  constitutes  a
             Reportable  Use (as  hereinafter  defined) of Hazardous  Substances
             without the express prior written  consent of Lessor and compliance
             in a timely  manner (at Lessee's  sole cost and  expense)  with all
             Applicable  Law (as defined in  Paragraph  6.3).  "REPORTABLE  USE"
             shall mean (i) the installation or use of any above or below ground
             storage  tank,  (ii)  the  generation,  possession,  storage,  use,
             transportation,  or disposal of a Hazardous Substance that requires
             a  permit  from,  or  with  respect  to  which  a  report,  notice,
             registration  or business  plan is  required to be filed with,  any
             governmental authority.  Reportable Use shall also include Lessee's
             being  responsible for the presence in, on or about the Premises of
             a Hazardous  Substance  with  respect to which any  Applicable  Law
             requires  that a notice be given to persons  entering or  occupying
             the  Premises  or  neighboring   properties.   Notwithstanding  the
             foregoing,  Lessee may,  without  Lessor's  prior  consent,  but in
             compliance  with all Applicable Law, use any ordinary and customary
             materials  reasonably  required  to be used by Lessee in the normal
             course of Lessee's business  permitted on the Premises,  so long as
             such use is not a  Reportable  Use and does not expose the Premises
             or neighboring  properties to any meaningful risk of  contamination
             or damage or expose Lessor to any liability therefor.  In addition,
             Lessor may (but  without any  obligation  to do so)  condition  its
             consent tot he use or presence of any Hazardous Substance, activity
             or  storage  tank  by  Lessee  upon  Lessee's  giving  Lessor  such
             additional  assurances  as Lessor,  in its  reasonable  discretion,
             deems necessary to protect itself, the public, the Premises and the
             environment   against  damage,   contamination   or  injury  and/or
             liability therefrom or therefor, including, but not limited to, the
             installation  (and removal on or before Lease expiration or earlier
             termination) of reasonably  necessary  protective  modifications to
             the Premises (such as concrete encasements),  and/or the deposit of
             an  additional  Security  Deposit  under  Paragraph 5 hereof.  (SEE
             ADDENDUM A, ADDITIONAL PROVISIONS, PARAGRAPH VII (1)).

         (b) 

<PAGE>
         (c) INDEMNIFICATION.  Lessee shall indemnify,  protect, defend and hold
             Lessor, its agents,  employees,  lenders and ground lessor, if any,
             and the  Premises,  harmless  from and  against any and all loss of
             rents and/or damages, liabilities, judgments, costs, claims, liens,
             expenses,  penalties,  permits and attorney's and consultant's fees
             arising out of or involving any Hazardous Substance or storage tank
             brought  onto the  Premises  by or for  Lessee  or  under  Lessee's
             control. Lessee's obligations under this Paragraph 6 shall include,
             but not be limited to, the effects of any  contamination  or injury
             to person,  property  or the  environment  created or  suffered  by
             Lessee, and the cost of investigation  (including  consultant's and
             attorney's  fees and testing),  removal,  remediation,  restoration
             and/or abatement thereof, or of any contamination therein involved,
             and shall  survive the  expiration or earlier  termination  of this
             Lease. No termination,  cancellation or release  agreement  entered
             into by Lessor and Lessee shall release Lessee from its obligations
             under this Lease with  respect to Hazardous  Substances  or storage
             tanks,  unless  specifically  so agreed by Lessor in writing at the
             time of such agreement.

    6.3  LESSEE'S  COMPLIANCE  WITH LAW.  Except as  otherwise  provided in this
         Lease,  Lessee,  shall,  at  Lessee's  sole  cost and  expense,  fully,
         diligently and in a timely manner,  comply with all  "APPLICABLE  LAW,"
         which  term  is  used  in  this  Lease  to  include  all  laws,  rules,
         regulations,   ordinances,   directives,   covenants,   easements   and
         restrictions  of record,  permits,  the  requirements of any applicable
         fire  insurance  underwriter  or  rating  bureau,  and  the  reasonable
         recommendations of Lessor's engineers and/or  consultants,  relating in
         any  manner to the  Premises  (including  but not  limited  to  matters
         pertaining to (i) industrial hygiene, (ii) environmental conditions on,
         in,  under or  about  the  Premises,  including  soil  and  groundwater
         conditions,  and (iii) the use,  generation,  manufacture,  production,
         installation,  maintenance, removal, transportation,  storage, spill or
         release of any Hazardous  Substance or storage tank),  now in effect or
         which may hereafter  come into effect,  and whether or not reflecting a
         change in policy from any  previously  existing  policy.  Lessee shall,
         within five (5) days after receipt of Lessor's written request, provide
         Lessor with copies of all documents and information, including, but not
         limited to, permits, registrations,  manifests,  applications,  reports
         and certificates,  evidencing  Lessee's  compliance with any Applicable
         Law specified by Lessor,  and shall  immediately  upon receipt,  notify
         Lessor in  writing  (with  copies  of any  documents  involved)  of any
         threatened or actual claim,  notice,  citation,  warning,  complaint or
         report  pertaining to or involving failure by Lessee or the Premises to
         comply with any Applicable Law.

    6.4  INSPECTION;  COMPLIANCE.  Lessor and Lessor's  Lender(s) (as defined in
         Paragraph  8.3(a)  shall  have the right to enter the  Premises  at any
         time, in the case of an emergency,  and otherwise at reasonable  times,
         for the purpose of  inspecting  the  condition  of the Premises and for
         verifying  compliance by Lessee with this Lease and all Applicable Laws
         (as defined in Paragraph 6.3), and to employ experts and/or consultants
         in  connection  therewith  and/or  to advise  Lessor  with  respect  to
         Lessee's  activities,  including  but not limited to the  installation,
         operation,  use, monitoring,  maintenance,  or removal of any Hazardous
         Substance  or  storage  tank on or from the  Premises.  The  costs  and
         expenses of any such inspections  shall be paid by the party requesting
         same, unless a Default or Breach of this Lease, violation of Applicable
         Law, or a contamination,  caused or materially contributed to by Lessee
         is found to exist or be imminent, or unless the inspection is requested
         or  ordered  by a  governmental  authority  as the  result  of any such
         existing  or imminent  violation  or  contamination.  In any such case,
         Lessee shall upon request  reimburse Lessor or Lessor's Lender,  as the
         case may be,  for the  costs and  expenses  of such  inspections.  (SEE
         ADDENDUM A, ADDITION PROVISIONS, PARAGRAPH VII (3)).

7.  Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
    7.1  Lessee's Obligations.

         (a) Subject to the provisions of Paragraphs  2.2 (Lessor's  warranty as
             to  condition),  2.3  (Lessor's  warranty  as  to  compliance  with
             covenants,  etc.), 7.2 (Lessor's  obligations to repair), 9 (damage
             and destruction),  and 14 (condemnation,) Lessee shall, at Lessee's
             sole cost and expense and at all times, keep the Premises and every
             part thereof in good order,  condition and repair,  structural  and
             non-structural  (whether  or  not  such  portion  of  the  Premises
             requiring   repair,  or  the  means  of  repairing  the  same,  are
             reasonably or readily  accessible to Lessee, and whether or not the
             need for such repairs occurs as a result of Lessee's use, any prior
             use,  the  elements  or the age of such  portion of the  Premises),
             including,  without  limiting the generality of the foregoing,  all
             equipment or  facilities  serving the  Premises,  such as plumbing,
             heating,  air  conditioning,   ventilating,   electrical,  lighting
             facilities,  boilers,  fired  or  unfired  pressure  vessels,  fire
             sprinkler  and/or  standpipe  and  hose  or  other  automatic  fire
             extinguishing  system,  including fire alarm and/or smoke detection
             systems and equipment, fire hydrants, fixtures, walls (interior and
             exterior),  foundations,  ceilings,  roofs, floors, windows, doors,
             plate  glass,  skylights,  landscaping,  driveways,  parking  lots,
             fences,  retaining walls, signs, sidewalks and parkways located in,
             on,  about,  adjacent to the  Premises.  Lessee  shall not cause or
             permit any  Hazardous  Substance  to be spilled or released in, on,
             under or about the  Premises  (including  through  the  plumbing or
             sanitary  sewer system) and shall  promptly,  at Lessee's  expense,
             take  all   investigatory   and/or   remedial   action   reasonably
             recommended,  whether or not formally ordered or required,  for the
             cleanup of any contamination of, and for the maintenance,  security
             and/or monitoring of, the Premises,  the elements surrounding same,
             or   neighboring   properties,   that  was  caused  or   materially
             contributed  to  by  Lessee,  or  pertaining  to or  involving  any
             Hazardous  Substance  and/or storage tank brought onto the Premises
             by or for  Lessee or under its  control.  Lessee,  in  keeping  the
             Premises in good order,  condition and repair,  shall  exercise and
             perform good  maintenance  practices.  Lessee's  obligations  shall
             include  restorations,  replacements  or renewals when necessary to
             keep the Premises and all improvements thereon or a part thereof in
             good

             See   Addendum   A,   Additional   Provisions,   Paragraph   VII(2)
             Initials __________

             NET

                                       2

<PAGE>
<PAGE>



         (b) order,  condition  and  state of  repair.  If Lessee  occupies  the
             Premises for seven (7) years or more,  Lessor may require Lessee to
             repaint the exterior of the buildings on the Premises as reasonably
             required,  but not more frequently than once every seven (7) years,
             AND  REPAINTING  SHALL OCCUR ON CURRENTLY  PAINTED  PORTIONS OF THE
             BUILDING ONLY. *

        (b)  Lessee  shall,  at  Lessee's  sole cost and  expense,  procure  and
             maintain  contracts,  with copies to Lessor,  in customary form and
             substance for, and with  contractors  specializing  and experienced
             in,  the  inspection,  maintenance  and  service  of the  following
             equipment and  improvements,  if any, located on the Premises:  (i)
             heating, air conditioning and ventilation  equipment,  (ii) boiler,
             fired or unfired  pressure  vessels,  (iii) fire  sprinkler  and/or
             standpipe and hose or other automatic fire  extinguishing  systems,
             including fire alarm and/or smoke  detection,  (iv) landscaping and
             irrigation  systems,  (v) roof covering and drain  maintenance  and
             (vi) asphalt and parking lot maintenance.

    7.2  LESSOR'S  OBLIGATIONS.  Except for the  warranties  and  agreements  of
         Lessor  contained  in  Paragraph  2.2  (relating  to  condition  of the
         Premises), 2.3 (relating to compliance with covenants, restrictions and
         building  code),  9 (relating to  destruction  of the  Premises) and 14
         (relating  to  condemnation  of the  Premises),  it is  intended by the
         Parties  hereto  that  Lessor  have  no   obligation,   in  any  manner
         whatsoever,  to repair and  maintain  the  Premises,  the  improvements
         located thereon,  or the equipment  therein,  whether structural or non
         structural,  all of which  obligations  are  intended to be that of the
         Lessee under  Paragraph 7.1 hereof.  It is the intention of the Parties
         that the terms of this Lease govern the  respective  obligations of the
         Parties as to maintenance and repair of the Premises. Lessee and Lessor
         expressly  waive the benefit of any statute now or  hereafter in effect
         to the  extent it is  inconsistent  with the terms of this  Lease  with
         respect to, or which  affords  Lessee the right to make  repairs at the
         expense of Lessor or to  terminate  this Lease by reason of, any needed
         repairs.

    7.3  Utility Installations; Trade Fixtures; Alterations.

         (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS"  is
             used in this Lease to refer to all carpeting, window  coverings air
             lines,  power  panels,   electrical  distribution,   security,  fir
             protection systems,  communication  systems,   lighting   fixtures,
             heating, ventilating, and air conditioning equipment, plumbing, and
             fencing  in,  on  or  about the Premises. The term "TRADE FIXTURES"
             shall  mean  Lessee's machinery and  equipment  that can be removed
             without   doing   material   damage  to  the  Premises.   The  term
             "ALTERATIONS" shall mean  any modification  of the  improvements on
             the Premises from that which are provided by Lessor under the terms
             of this Lease, other than  Utility Installations or Trade Fixtures,
             whether by addition  or  deletion. "LESSEE OWNED ALTERATIONS AND/OR
             UTILITY  INSTALLATIONS" are defined as Alterations  and/or  Utility
             Installations  made by Lessee that are not yet owned  by Lessor  as
             defined in Paragraph 7.4(a). Lessee shall not make  any Alterations
             or Utility  Installations  in, on,  under  or  about  the  Premises
             without  Lessor's  prior written consent. Lessee may, however, make
             non-structural   Utility  Installations  to  the  interior  of  the
             Premises (excluding the roof), as long as they are not visible from
             the  outside, do not involve puncturing, relocating or removing the
             roof or any existing walls,  and the cumulative cost thereof during
             the term of this lease as extended does not exceed $25,000.

         (b) CONSENT. Any Alterations or Utility Installations that Lessee shall
             desire to make and which require the consent of the Lessor shall be
             presented to Lessor in written form with proposed  detailed  plans.
             All consents given by Lessor, whether by virtue of Paragraph 7.3(a)
             or by  subsequent  specific  consent,  shall be deemed  conditioned
             upon:  (i) Lessee's  acquiring all applicable  permits  required by
             governmental  authorities,  (ii) the  furnishing  of copies of such
             permits  together with a copy of the plans and  specifications  for
             the  Alteration  or  Utility   Installation   to  Lessor  prior  to
             commencement  of the work  thereon,  and  (iii) the  compliance  by
             Lessee  with  all  conditions  of  said  permits  in a  prompt  and
             expeditious  manner.  Any Alterations or Utility  Installations  by
             Lessee  during the term of this  Lease  shall be done in a good and
             workmanlike  manner  with  good  and  sufficient  materials  and in
             compliance  with all  Applicable  Law.  Lessee shall  promptly upon
             completion   thereof   furnish   Lessor  with  as-built  plans  and
             specifications  therefor.  Lessor may (but without obligation to do
             so) condition  its consent to any  requested  Alteration or Utility
             Installation  that cost  $10,000  or more upon  Lessee's  providing
             Lessor with a lien and  completion  bond in an amount  equal to one
             and one-half times the estimated cost of such Alteration or Utility
             Installation  and/or upon Lessee's  posting an additional  Security
             Deposit with Lessor under Paragraph 36 hereof.


         (c) INDEMNIFICATION.  Lessee shall pay,  when due, all claims for labor
             or materials  furnished or alleged to have been furnished to or for
             Lessee at or for use on the  Premises,  which  claims are or may be
             secured  by  any  mechanics'  or  materialmen's  lien  against  the
             Premises or any interest therein. Lessee shall give Lessor not less
             than ten (10) days'  notice prior to the  commencement  of any work
             in, on or about the  Premises,  and Lessor  shall have the right to
             post  notices  of  non-responsibility  in or  on  the  Premises  as
             provided  by law.  If Lessee  shall,  in good  faith,  contest  the
             validity of any such lien,  claim or demand,  then Lessee shall, at
             its sole expense defend and protect itself, Lessor and the Premises
             against  the same  and  shall  pay and  satisfy  any  such  adverse
             judgment  that  may be  rendered  thereon  before  the  enforcement
             thereof  against  the  Lessor  or the  Premises.  If  Lessor  shall
             require,  Lessee shall furnish to Lessor a surely bond satisfactory
             to Lessor in an amount equal to one and on-half times the amount of
             such  contested lien claim or demand,  indemnifying  Lessor against
             liability  for the same,  as required by law for the holding of the
             Premises  free from the effect of such lien or claim.  In addition,
             Lessor may require Lessee to pay Lessor's attorney's fees and costs
             in participating in such action if Lessor shall decide it is to its
             best  interest to do so. (SEE  ADDENDUM A,  ADDITIONAL  PROVISIONS,
             PARAGRAPH VIII)

<PAGE>
    7.4  Ownership; Removal; Surrender; and Restoration.

         (a) OWNERSHIP.  Subject to Lessor's  right to require  their removal or
             become the owner thereof as hereinafter  provided in this Paragraph
             7.4, all Alterations and Utility  Additions made to the Premises by
             Lessee shall be the property of and owned by Lessee, but considered
             a part of the Premises.  Lessor may, at any time and at its option,
             elect in writing to Lessee to be the owner of all or any  specified
             part of the Lessee  Owned  Alterations  and Utility  Installations.
             Unless  otherwise  instructed per subparagraph  7.4(b) hereof,  all
             Lessee Owned  Alterations and Utility  Installations  shall, at the
             expiration  or  earlier  termination  of  this  Lease,  become  the
             property  of Lessor and remain  upon and be  surrendered  by Lessee
             with the Premises.

         (b) REMOVAL.  Unless  otherwise  agreed in writing,  Lessor may require
             that any or all Lessee Owned  Alterations or Utility  Installations
             by removed by the expiration or earlier  termination of this Lease,
             notwithstanding  their  installation  may have  been  consented  to
             Lessor.  Lessor may  require  the removal at any time of all or any
             part of any Lessee Owned Alterations or Utility  Installations made
             without the required consent of Lessor.

         (c) SURRENDER/RESTORATION.  Lessee shall  surrender the Premises by the
             end of the last day of the Lease  term or any  earlier  termination
             date,  with all of the  improvements,  parts and  surfaces  thereof
             clean and free of debris and in good operating order, condition and
             state of repair,  ordinary wear and tear  excepted.  "ORDINARY WEAR
             AND TEAR" shall not include any damage or deterioration  that would
             have  been  prevented  by good  maintenance  practice  or by Lessee
             performing  all of its  obligations  under  this  Lease.  Except as
             otherwise  agreed or specified in writing by Lessor,  the Premises,
             as  surrendered,  shall  include  the  Utility  Installations.  The
             obligation  of  Lessee  shall  include  the  repair  of any  damage
             occasioned by the installation,  maintenance or removal of Lessee's
             Trade Fixtures,  furnishings,  equipment,  and  Alterations  and/or
             Utility  Installations,  as well as the removal of any storage tank
             installed  by or for  Lessee,  and  the  removal,  replacement,  or
             remediation of any soil,  material or ground water  contaminated by
             Lessee,  all as may then be required by Applicable  Law and/or good
             practice.  Lessee's  Trade  Fixtures  shall  remain the property of
             Lessee and shall be removed by Lessee  subject to its obligation to
             repair and restore the Premises per this Lease.

8.  Insurance; Indemnity.

    8.1  PAYMENT FOR  INSURANCE.  Regardless  of whether the Lessor or Lessee is
         the Insuring Party,  Lessee shall pay for all insurance  required under
         this  Paragraph  8 except  to the  extent of the cost  attributable  to
         liability  insurance  carried  by Lessor in  excess of  $1,000,000  per
         occurrence.   Premiums  for  policy  periods  commencing  prior  to  or
         extending  beyond the Lease term shall be prorated to correspond to the
         Lease term.  Payment  shall be made by Lessee to lessor within ten (10)
         days following receipt of an invoice for any amount due.

    8.2  Liability Insurance.

         (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force during the
             term of  this  Lease  a  Commercial  General  Liability  policy  of
             insurance  protecting Lessee and Lessor (as an additional  insured)
             against  claims for bodily  injury,  personal  injury and  property
             damage based upon, involving or arising out of the ownership,  use,
             occupancy, or maintenance of the Premises and all areas appurtenant
             thereto.  Such insurance shall be on an occurrence basis or a claim
             made  basis with a "tail"  acceptable  to Lessor  providing  single
             limit coverage in an amount not less than $1,000,000 per occurrence
             with  an  "Additional  Insured-Managers  or  Lessors  of  Premises"
             Endorsement and contain the "Amendment of the Pollution  Exclusion"
             for damage caused by heat,  smoke or fumes from a hostile fire. The
             policy shall not contain any  intra-insured  exclusions  as between
             insured persons or  organizations,  but shall include  coverage for
             liability assumed under this Lease as an "insured contract" for the
             performance of Lessee's indemnity obligations under this lease. The
             limits of said  insurance  required  by this lease or as carried by
             Lessee  shall  not,  however,  limit the  liability  of Lessee  nor
             relieve  Lessee of any  obligation  hereunder.  All insurance to be
             carried by Lessee shall be primary to and not contributory with any
             similar  insurance  carried by  Lessor,  whose  insurance  shall be
             considered excess insurance only.

         (b) CARRIED  BY  LESSOR.  In the event  Lessor is the  Insuring  Party,
             Lessor  shall  also  maintain  liability   insurance  described  in
             Paragraph  8.2(a),  above,  in addition to, and not in lieu of, the
             insurance required to be maintained by Lessee.  Lessee shall not be
             named as an additional insured therein.

    8.3  Property Insurance - Building, Improvements and Rental Value.

         (a) BUILDING AND IMPROVEMENTS. The Insuring Party shall obtain and keep
             in force  during the term of this Lease a policy or policies in the
             name of Lessor,  with loss  payable to Lessor and to the holders of
             any  mortgages,  deeds of trust or ground  leases  on the  Premises
             ("LENDER(S)"),  insuring loss or damage to the Premises. The amount
             of such insurance  shall be equal to the full  replacement  cost of
             the  Premises,  as the same shall  exist from time to time,  or the
             amount  required  by  Lenders,  but  in  no  event  more  than  the
             commercially  reasonable and available  insurable value thereof if,
             by

                                                          Initials______________




                                       3

<PAGE>
<PAGE>



             reason of the unique  nature or age of the  improvements  involved,
             such latter amount is less than full replacement cost. If Lessor is
             the Insuring Party,  however,  Lessee Owned Alterations and Utility
             Installations shall be insured by Lessee under Paragraph 8.4 rather
             than by Lessor.  If the  coverage  is  available  and  commercially
             appropriate, such policy or policies shall insure against all risks
             of direct  physical  loss or  damage  (except  the  perils of flood
             and/or earthquake unless required by a Lender),  including coverage
             for  any  additional   costs  resulting  from  debris  removal  and
             reasonable amounts of coverage for the enforcement of any ordinance
             or  law  regulating  the   reconstruction  or  replacement  of  any
             undamaged  sections of the Premises  required to be  demolished  or
             removed  by  reason of the  enforcement  of any  building,  zoning,
             safety or land use laws as the  result of a covered  cause of loss.
             Said  policy or  policies  shall also  contain an agreed  valuation
             provision in lieu of any coinsurance clause, waiver of subrogation,
             and inflation  guard  protection  causing an increase in the annual
             property insurance coverage amount by a factor of not less than the
             adjusted  U.S.  Department  of Labor  Consumer  Price Index for All
             Urban  Consumers  for the city  nearest to where the  Premises  are
             located.  If such insurance  coverage has a deductible  clause, the
             deductible  amount  shall not  exceed  $1,000 per  occurrence,  and
             Lessee shall be liable for such  deductible  amount in the event of
             an Insured Loss, as defined in Paragraph 9.1(c).

         (b) RENTAL VALUE.  The Insuring  Party shall,  in addition,  obtain and
             keep in force during the term of this Lease a policy or policies in
             the name of Lessor,  with loss  payable  to Lessor  and  Lender(s),
             insuring the loss of the full rental and other  charges  payable by
             Lessee to Lessor under this Lease for one (1) year  (including  all
             real  estate  taxes  insurance  costs,  and  any  scheduled  rental
             increases).  Said  insurance  shall  provide  that in the event the
             Lease is  terminated  by reason of an insured  loss,  the period of
             indemnity  for such coverage  shall be extended  beyond the date of
             the  completion  of  repairs or  replacement  of the  Premises,  to
             provide for one full year's loss of rental  revenues  from the date
             of any such loss. Said insurance shall contain an agreed  valuation
             provision  in lieu of any  coinsurance  clause,  and the  amount of
             coverage shall be adjusted annually to reflect the projected rental
             income, property taxes, insurance premium costs and other expenses,
             if any, otherwise payable by Lessee, for the next twelve (12) month
             period.  Lessee  shall be liable for any  deductible  amount in the
             event of such loss.

         (c) ADJACENT  PREMISES.  If the Premises are part of a larger building,
             or if the Premises are part of a group of buildings owned by Lessor
             which are  adjacent to the  Premises,  the Lessee shall pay for any
             increase  in the  premiums  for  the  property  insurance  of  such
             building or buildings if said increase is caused by Lessee's  acts,
             omissions, use or occupancy of the Premises.

         (d) TENANT'S  IMPROVEMENTS.  If the Lessor is the Insuring  Party,  the
             Lessor shall not be required to insure Lessee Owned Alterations and
             Utility  Installations  unless the item in question  has become the
             property of Lessor under the terms of this Lease.  If Lessee is the
             Insuring  Party,  the policy carried by Lessee under this Paragraph
             8.3   shall   insure   Lessee   Owned   Alterations   and   Utility
             Installations.

    8.4  LESSEE'S PROPERTY  INSURANCE.  Subject to the requirements of Paragraph
         8.5, Lessee at its cost shall either by separate policy or, at Lessor's
         option, by endorsement to a policy already carried,  maintain insurance
         coverage on all of Lessee's personal property, Lessee Owned Alterations
         and  Utility  Installations  in, on, or about the  Premises  similar in
         coverage to that carried by the  Insuring  Party under  Paragraph  8.3.
         Such insurance shall be for replacement cost coverage with a deductible
         of not to exceed  $1,000 per  occurrence.  The  proceeds  from any such
         insurance  shall be used by  Lessee  for the  replacement  of  personal
         property or the  restoration  of Lessee Owned  Alterations  and Utility
         Installations.  Lessee shall be the Insuring  Party with respect to the
         insurance  required by this Paragraph 8.4 and shall provide Lessor with
         written evidence that such insurance is in force.

    8.5  INSURANCE POLICIES.  Insurance required hereunder shall be in companies
         duly licensed to transact  business in the state where the Premises are
         located,   and   maintaining   during  the   policy   term  a  "General
         Policyholders  Rating" of at least BI,V, or such other rating as may be
         required by a Lender having a lien on the Premises, as set forth in the
         most current issue of "Best's  Insurance Guide." Lessee shall not do or
         permit  to be  done  anything  which  shall  invalidate  the  insurance
         policies  referred to in this  Paragraph  8. If Lessee is the  Insuring
         Party, Lessee shall cause to be delivered to Lessor certified copies of
         policies of such insurance or certificates evidencing the existence and
         amounts of such insurance with the insured and loss payable  clauses as
         required by this Lease.  No such policy shall be  cancelable or subject
         to modification  except after (30) days prior written notice to Lessor.
         Lessee shall at least thirty (30) days prior to the  expiration of such
         policies,  furnish  Lessor with  evidence  of  renewals  or  "insurance
         binders" evidencing renewal thereof, or Lessor may order such insurance
         and charge the cost thereof to Lessee, which amount shall be payable by
         Lessee to Lessor  upon  demand.  If the  Insuring  Party  shall fail to
         procure  and  maintain  the  insurance  required  to be  carried by the
         Insuring  Party under this  Paragraph 8, the other Party may, but shall
         not be required  to,  procure and  maintain  the same,  but at Lessee's
         expense.

    8.6  WAIVER OF SUBROGATION.  Without affecting any other rights or remedies,
         Lessee and Lessor ("WAIVING PARTY") each hereby release and relieve the
         other,  and waive their  entire  right to recover  damages  (whether in
         contract or in tort)  against  the other,  for loss of or damage to the
         Waiving  Party's  property  arising  out of or  incident  to the perils
         required to be insured  against  under  Paragraph 8. The effect of such
         releases  and  waivers  of the right to  recover  damages  shall not be
         limited  by the amount of  insurance  carried  or  required,  or by any
         deductibles applicable thereto.

<PAGE>
    8.7  INDEMNITY.  Except for  Lessor's  negligence  and/or  breach of express
         warranties,  Lessee shall indemnify,  protect, defend and hold harmless
         the Premises,  Lessor and its agents, Lessor's master or ground lessor,
         partners  and  Lenders,  from and against  any and all claims,  loss of
         rents and/or damages,  costs,  liens,  judgments,  penalties,  permits,
         attorney's and consultant's fees,  expenses and/or liabilities  arising
         out of, involving, or in dealing with, the occupancy of the Premises by
         Lessee, the conduct of Lessee's business,  any act, omission or neglect
         of Lessee, its agents,  contractors,  employees or invitees, and out of
         any Default or Breach by Lessee in the  performance  in a timely manner
         of any  obligation on Lessee's  part to be performed  under this lease.
         The  foregoing  shall  include,  but not be limited  to, the defense or
         pursuit of any claim or any action or proceeding involved therein,  and
         whether or not (in the case of claims made  against  Lessor)  litigated
         and/or  reduced to  judgment,  and whether well founded or not. In case
         any action or proceeding be brought  against Lessor by reason of any of
         the foregoing matters,  Lessee upon notice from Lessor shall defend the
         same at Lessee's expense by counsel  reasonably  satisfactory to Lessor
         and Lessor shall cooperate with Lessee in such defense. Lessor need not
         have first paid any such claim in order to be so indemnified.

    8.8  EXEMPTION  OF LESSOR  FROM  LIABILITY.  Lessor  shall not be liable for
         injury or damage except for damage caused by Lessor's gross  negligence
         or willful  misconduct  and to the extent  such loss is not  covered by
         insurance  provided for in this lease * to the person or goods,  wares,
         merchandise   or  other   property  of  Lessee,   Lessee's   employees,
         contractors,  invitees,  customers, or any other person in or about the
         Premises,  whether  such damage or injury is caused by or results  from
         fire,  steam,  electricity,  gas, water, or rain, or from the breakage,
         leakage, obstruction or other defects of pipes, fire sprinklers, wires,
         appliances,  plumbing,  air conditioning or lighting fixtures,  or from
         any  other  cause,  whether  the said  injury or  damage  results  from
         conditions  arising  upon the  Premises  or upon other  portions of the
         building of which the  Premises  are a part,  or from other  sources or
         places, and regardless of whether the cause of such damage or injury or
         the means of repairing the same is accessible or not.  Lessor shall not
         be liable for any damages  arising from any act or neglect of any other
         tenant of Lessor. Notwithstanding Lessor's negligence or breach of this
         Lease,  Lessor  shall  under no  circumstances  be liable for injury to
         Lessee's business or for any loss of income or profit therefrom.

9.  Damage or Destruction.
    9.1  Definitions.

         (a) "PREMISES  PARTIAL  DAMAGE" shall mean damage or destruction to the
             improvements on the Premises,  other than Lessee Owned  Alterations
             and  Utility  Installations,  the  repair  cost of which  damage or
             destruction  is less than 50% of the then  Replacement  Cost of the
             Premises immediately prior to such damage or destruction, excluding
             from  such  calculation  the  value of the land  and  Lessee  Owned
             Alterations and Utility Installations.

         (b) "PREMISES  TOTAL  DESTRUCTION"  shall mean damage or destruction to
             the  Premises,  other than  Lessee  Owned  Alterations  and Utility
             Installations the repair cost of which damage or destruction is 50%
             or more of the then  Replacement  Cost of the Premises  immediately
             prior  to  such  damage  or   destruction,   excluding   from  such
             calculation the value of the land and Lessee Owned  Alterations and
             Utility Installations.

         (c) "INSURED LOSS" shall mean damage or destruction to  improvements on
             the  Premises,  other than  Lessee  Owned  Alterations  and Utility
             Installations,  which was caused by an event required to be covered
             by the insurance described in Paragraph 8.3(a), irrespective of any
             deductible amounts or coverage limits involved.

         (d) "REPLACEMENT  COST"  shall mean the cost to repair or  rebuild  the
             improvements owned by Lessor at the time of the occurrence to their
             condition existing immediately prior thereto, including demolition,
             debris   removal  and  upgrading   required  by  the  operation  of
             applicable   building  codes,   ordinances  or  laws,  and  without
             deduction for depreciation.

         (e) "HAZARDOUS  SUBSTANCE  CONDITION"  shall  mean  the  occurrence  or
             discovery  of  a  condition  involving  the  presence  of  ,  or  a
             contamination  by, a Hazardous  Substance  as defined in  Paragraph
             6.2(a), in, on, or under the Premises.

    9.2  PARTIAL DAMAGE - INSURED LOSS. If a Premises  Partial Damage that is an
         Insured Loss occurs,  then Lessor shall,  at Lessor's  expense,  repair
         such  damage  (but  not  Lessee's   Trade   Fixtures  or  Lessee  Owned
         Alterations and Utility  Installations) as soon as reasonably  possible
         and this  Lease  shall  continue  in full force and  effect;  provided,
         however,  that Lessee shall, at Lessor's  election,  make the repair of
         any damage or destruction  the total cost to repair of which is $10,000
         or less, and , in such event,  Lessor shall make the insurance proceeds
         available   to  Lessee  on  a  reasonable   basis  for  that   purpose.
         Notwithstanding  the  foregoing,  if the required  insurance was not in
         force or the  insurance  proceeds  are not  sufficient  to effect  such
         repair,  the Insuring Party shall  promptly  contribute the shortage in
         proceeds (except as to the deductible which is Lessee's responsibility)
         as and when required to complete said repairs.  In the event,  however,
         the  shortage  in proceeds  was due to the fact that,  by reason of the
         unique nature of the  improvements,  full  replacement  cost  insurance
         coverage was not  commercially  reasonable and available,  Lessor shall
         have no obligation to pay for the shortage in insurance  proceeds or to
         fully restore the unique aspects of the Premises unless Lessee provides
         Lessor with the funds to cover same,  or  adequate  assurance  thereof,
         within  ten (10)  days  following  receipt  of  written  notice of such
         shortage  and  request  therefor.  If  Lessor  receives  said  funds or
         adequate  assurance thereof within said ten (10) day period,  the party
         responsible  for  making the  repairs  shall  complete  them as soon as
         reasonably  possible  and this  Lease  shall  remain in full  force and
         effect.  If Lessor does not receive such funds or assurance within said
         period,  Lessor  may  nevertheless  elect by  written  notice to Lessee
         within ten (10) days thereafter to make such  restoration and repair as
         is commercially reasonable with Lessor paying any shortage in proceeds,
         in which case this Lease


         * and/or such loss has not been waived  pursuant to Section 8.6 of this
         lease.                                                 Initials _______


         NET

         shall remain in full force and effect.  If in such case Lessor does not
         so elect, then this Lease shall terminate  sixty(60) days following the
         occurrence  of the  damage or  destruction.  Unless  otherwise  agreed,
         Lessee  shall in no event have any right to  reimbursement  from Lessor
         for any  funds  contributed  by Lessee  to  repair  any such  damage or
         destruction.  Premises  Partial Damage due to flood or earthquake shall
         be subject to Paragraph 9.3 rather than Paragraph 9.2,  notwithstanding
         that there may be some insurance coverage,  but the net proceeds of any
         such  insurance  shall be made  available  for the  repairs  if made by
         either Party.

    9.3  PARTIAL DAMAGE - UNINSURED  LOSS. If a Premises  Partial Damage that is
         not an Insured Loss occurs, unless caused by a negligent or willful act
         of Lessee (in which  event  Lessee  shall make the  repairs at Lessee's
         expense  and this Lease shall  continue  in full force and effect,  but
         subject to Lessor's rights under Paragraph



                                       4

<PAGE>
<PAGE>


         13). Lessor may at Lessor's option,  either:  (i) repair such damage as
         soon as reasonably  possible at Lessor's  expense,  in which event this
         Lease shall  continue in full force and  effect,  or (ii) give  written
         notice to Lessee  within  thirty  (30) days after  receipt by Lessor of
         knowledge  of the  occurrence  of such  damage  of  Lessor's  desire to
         terminate  this  Lease as of the date  sixty  (60) days  following  the
         giving of such notice.  In the event Lessor  elects to give such notice
         of Lessor's  intention to terminate  this Lease,  Lessee shall have the
         right  within  ten (10) days after the  receipt of such  notice to give
         written  notice to Lessor of Lessee's  commitment to pay for the repair
         of such damage  totally at lessee's  expense and without  reimbursement
         from Lessor.  Lessee shall  provide  Lessor with the required  funds or
         satisfactory  assurance  thereof  within  thirty  (30)  days  following
         Lessee's said  commitment.  In such event this Lease shall  continue in
         full force and effect, and Lessor shall proceed to make such repairs as
         soon as reasonably  possible and the required funds are  available.  If
         Lessee does not give such  notice and  provide  the funds or  assurance
         thereof within the times specified above, this Lease shall terminate as
         of the date specified in Lessor's notice of termination.

    9.4  TOTAL  DESTRUCTION.  Notwithstanding  any other provision  hereof, if a
         Premises Total Destruction  occurs (including any destruction  required
         by any authorized public  authority),  this Lease shall terminate sixty
         (60)  days  following  the  date of such  Premises  Total  Destruction,
         whether or not the  damage or  destruction  is an  Insured  Loss or was
         caused by a negligent or willful act of Lessee. In the event,  however,
         that the damage or destruction was caused by Lessee,  Lessor shall have
         the right to recover  Lessor's  damages from Lessee  except as released
         and waived in Paragraph 8.6.

    9.5  DAMAGE NEAR END OF TERM.  If at any time during the last six (6) months
         of the term of this Lease there is damage for which the cost for repair
         exceeds  one (1)  month's  Base Rent,  whether or not an Insured  Loss,
         Lessor may, at Lessor's  option,  terminate this Lease  effective sixty
         (60) days  following  the date of  occurrence  of such damage by giving
         written notice to Lessee of Lessor's  election do so within thirty (30)
         days after the date of occurrence of such damage. Provided, however, if
         Lessee at that time has an  exercisable  option to extend this Lease or
         to  purchase  the  Premises,  then Lessee may  preserve  this Lease by,
         within  twenty (20) days  following the  occurrence  of the damage,  or
         before  the  expiration  of the time  provided  in such  option for its
         exercise whichever is earlier ("EXERCISE PERIOD"),  (i) exercising such
         option  and (ii)  providing  Lessor  with  any  shortage  in  insurance
         proceeds (or adequate assurance thereof) needed to make the repairs. If
         Lessee duly  exercises  such option  during  said  Exercise  Period and
         provides Lessor with funds (or adequate assurance thereof) to cover any
         shortage in  insurance  proceeds,  Lessor  shall,  at Lessor's  expense
         repair such damage as soon as reasonably  possible and this Lease shall
         continue in full force and  effect.  If Lessee  fails to exercise  such
         option and provide such funds or assurance during said Exercise Period,
         then  Lessor  may at  Lessor's  option  terminate  this Lease as of the
         expiration of said sixty (60) day period  following  the  occurrence of
         such damage by giving written notice to Lessee of Lessor's  election to
         do so within ten (10) days after the expiration of the Exercise Period,
         notwithstanding  any term or  provision  in the  grant of option to the
         contrary.

    9.6  Abatement of Rent; Lessee's Remedies.

         (a) In the event of damage described in Paragraph 9.2 (Partial Damage -
             Insured),  whether or not Lessor or Lessee  repairs or restores the
             Premises,  the Base Rent, Real Property Taxes,  Insurance premiums,
             and other  charges,  if any,  payable by Lessee  hereunder  for the
             period  during  which such  damage,  its repair or the  restoration
             continues  (not  to  exceed  the  period  for  which  rental  value
             insurance is required under Paragraph  8.3(b)),  shall be abated in
             proportion  to the degree to which  Lessee's use of the Premises is
             impaired.  Except for abatement of Base Rent,  Real Property Taxes,
             insurance premiums,  and other charges,  if any, as aforesaid,  all
             other obligations of Lessee hereunder shall be performed by Lessee,
             and  Lessee  shall  have no claim  against  Lessor  for any  damage
             suffered by reason of any such repair or restoration.

         (b) If Lessor  shall be  obligated  to repair or restore  the  Premises
             under the provisions of this Paragraph 9 and shall not commence, in
             a substantial  and meaningful way, the repair or restoration of the
             Premises  within  ninety  (90) days  after  such  obligation  shall
             accrue,  Lessee may, at any time prior to the  commencement of such
             repair or  restoration,  give  written  notice to Lessor and to any
             Lenders of which Lessee has actual  notice of Lessee's  election to
             terminate  this  Lease on a date  not less  than  sixty  (60)  days
             following the giving of such notice. If Lessee gives such notice to
             Lessor  and such  Lenders  and such  repair or  restoration  is not
             commenced  within  thirty (30) days after  receipt of such  notice,
             this Lease shall terminate as of the date specified in said notice.
             If Lessor or a Lender  commences the repair or  restoration  of the
             Premises within thirty (30) days after receipt of such notice, this
             Lease shall  continue in full force and effect.  "COMMENCE" as used
             in this paragraph shall mean either the unconditional authorization
             of the  preparation of the required  plans, or the beginning of the
             actual work on the Premises, whichever first occurs.

<PAGE>
    9.7  HAZARDOUS  SUBSTANCE  CONDITIONS.  If a Hazardous  Substance  Condition
         occurs,  unless Lessee is legally  responsible  therefor (in which case
         Lessee shall make the investigation and remediation thereof required by
         Applicable  Law and this Lease shall continue in full force and effect,
         but subject to  Lessor's  rights  under  Paragraph  13),  Lessor may at
         Lessor's  option either (i)  investigate  and remediate  such Hazardous
         Substance  Condition,  if required,  as soon as reasonably  possible at
         Lessor's  expense,  in which  event this Lease  shall  continue in full
         force and effect,  or (ii) if the  estimated  cost to  investigate  and
         remediate  such  condition  exceeds  twelve (12) times the then monthly
         Base Rent or  $100,000,  whichever is greater,  give written  notice to
         Lessee  within thirty (30) days after receipt by Lessor of knowledge of
         the occurrence of such Hazardous Substance Condition of Lessor's desire
         to terminate  this Lease as of the date sixty (60) days  following  the
         giving of such notice.  In the event Lessor  elects to give such notice
         of Lessor's  intention to terminate  this Lease,  Lessee shall have the
         right  within  ten (10) days after the  receipt of such  notice to give
         written  notice  to  Lessor  of  Lessee's  commitment  to pay  for  the
         investigation  and  remediation of such Hazardous  Substance  Condition
         totally at  Lessee's  expense  and  without  reimbursement  from Lessor
         except to the extent of an amount  equal to twelve  (12) times the then
         monthly  Base Rent or  $100,000,  whichever  is greater.  Lessee  shall
         provide  Lessor  with the funds  required  of  Lessee  or  satisfactory
         assurance  thereof  within  thirty (30) days  following  Lessee's  said
         commitment.  In such event this Lease shall  continue in full force and
         effect,  and  Lessor  shall  proceed  to make  such  investigation  and
         remediation  as soon as reasonably  possible and the required funds are
         available. If Lessee does not give such notice and provide the required
         funds or assurance thereof within the times specified above, this Lease
         shall  terminate  as of  the  date  specified  in  Lessor's  notice  of
         termination. If a Hazardous Substance Condition occurs for which Lessee
         is not  legally  responsible,  there  shall be  abatement  of  Lessee's
         obligations  under  this  Lease  to the  same  extent  as  provided  in
         Paragraph 9.6(a) for a period of not to exceed twelve months.

    9.8  TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease pursuant
         to this Paragraph 9, an equitable  adjustment  shall be made concerning
         advance  Base Rent and any  other  advance  payments  made by Lessee to
         Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
         Security  Deposit as has not been,  or is not then required to be, used
         by Lessor under the terms of this Lease.

    9.9  WAIVE  STATUTES.  Lessor and Lessee  agree that the terms of this Lease
         shall govern the effect of any damage to or destruction of the Premises
         with  respect to the  termination  of this  Lease and hereby  waive the
         provisions of any present or future statute to the extent  inconsistent
         herewith.

10.  Real Property Taxes.

    10.1 (a) PAYMENT OF TAXES.  Lessee  shall pay the Real  Property  Taxes,  as
         defined in Paragraph  10.2,  applicable to the Premises during the term
         of this Lease. Subject to Paragraph 10.1(b), all such payments shall be
         made at  least  ten (10)  days  prior  to the  delinquency  date of the
         applicable  installment.  Lessee  shall  promptly  furnish  Lessor with
         satisfactory evidence that such taxes have been paid. If any such taxes
         to be paid by Lessee  shall  cover any period of time prior to or after
         the  expiration  or earlier  termination  of the term hereof,  Lessee's
         share of such  taxes  shall be  equitably  prorated  to cover  only the
         period of time within the tax fiscal year this Lease is in effect,  and
         Lessor shall reimburse Lessee for any overpayment after such proration.
         If Lessee shall fail to pay any Real  Property  Taxes  required by this
         Lease to be paid by  Lessee,  Lessor  shall  have the  right to pay the
         same,  and Lessee shall  reimburse  Lessor  therefor  upon demand.

         (b) ADVANCE  PAYMENT.  In order to insure  payment  when due and before
             delinquency of any or all Real Property Taxes,  Lessor reserves the
             right,  at Lessor's  option and only if required by Lessor's lender
             to estimate  the current  Real  Property  Taxes  applicable  to the
             Premises, and to require such current year's Real Property Taxes to
             be paid in advance to Lessor by Lessee,  either:  (i) in a lump sum
             amount  equal to the  installment  due,  at least  twenty (20) days
             prior  to the  applicable  delinquency  date,  or (ii)  monthly  in
             advance  with the  payment  of the Base Rent.  If Lessor  elects to
             require  payment  monthly in advance,  the monthly payment shall be
             that  equal  monthly  amount  which,  over  the  number  of  months
             remaining  before the month in which the applicable tax installment
             would become  delinquent  (and  without  interest  thereon),  would
             provide a fund large enough to fully discharge  before  delinquency
             the  estimated  installment  of taxes to be paid.  When the  actual
             amount  of the  applicable  tax bill is known,  the  amount of such
             equal  monthly  advance  payment  shall be  adjusted as required to
             provide  the  fund  needed  to  pay  the  applicable  taxes  before
             delinquency.  If the  amounts  paid to Lessor  by Lessee  under the
             provisions  of this  Paragraph  are  insufficient  to discharge the
             obligations  of Lessee to pay such Real Property  Taxes as the same
             become due, Lessee shall pay to Lessor,  upon Lessor's demand, such
             additional  sums as are  necessary  to pay  such  obligations.  All
             moneys paid to Lessor  under this  Paragraph  may be  inter-mingled
             with  other  moneys of Lessor and shall not bear  interest.  In the
             event of a Breach by Lessee in the  performance of the  obligations
             of Lessee  under  this  lease,  then any  balance  of funds paid to
             Lessor  under the  provisions  of this  Paragraph  may,  subject to
             proration  as  provided  in  Paragraph  10.1(a),  at the  option of
             Lessor,  be  treated  as  an  additional   Security  Deposit  under
             Paragraph 5.

                                                             Initials___________
         NET



                                       5

<PAGE>
<PAGE>



    10.2 DEFINITION OF "REAL  PROPERTY  TAXES".  As used herein,  the term "REAL
         PROPERTY  TAXES" shall include any form of real estate tax  assessment,
         general,  special,  ordinary or  extraordinary,  and any  license  fee,
         commercial  rental tax,  improvement bond or bonds,  levy or tax (other
         than  inheritance,  personal  income or estate taxes)  imposed upon the
         Premises by any authority  having the direct or indirect  power to tax,
         including  any  city,  state  or  federal  government,  or any  school,
         agricultural,  sanitary,  fire,  street,  drainage or other improvement
         district  thereof,  levied  against any legal or equitable  interest of
         Lessor in the  Premises or in the real  property of which the  Premises
         are a part,  Lessor's right to rent or other income  therefrom,  and/or
         Lessor's  business of leasing  the  Premises.  The term "REAL  PROPERTY
         TAXES" shall also include any tax, fee, levy,  assessment or charge, or
         any increase therein, imposed by reason of events occurring, or changes
         in  applicable  law  taking  effect,  during  the  term of this  Lease,
         including  but not limited to a change in the ownership of the Premises
         or in the  improvements  thereon,  the execution of this lease,  or any
         modification,  amendment  or  transfer  thereof,  and  whether  or  not
         contemplated by the Parties.

    10.3 JOINT ASSESSMENT. If the Premises are not separately assessed, Lessee's
         liability  shall be an equitable  proportion of the Real Property Taxes
         for all of the land and  improvement  included  within  the tax  parcel
         assessed,   such  proportion  to  be  determined  by  Lessor  from  the
         respective  valuations  assigned in the assessor's  work sheets or such
         other information as may be reasonably  available.  Lessor's reasonable
         determination thereof, in good faith, shall be conclusive.

    10.4 PERSONAL  PROPERTY  TAXES.  Lessee shall pay prior to  delinquency  all
         taxes  assessed  against  and levied upon  Lessee  Owned  Alternatives,
         Utility Installations,  Trade Fixtures, furnishings,  equipment and all
         personal  property of Lessee  contained in the  Premises or  elsewhere.
         When  possible,  Lessee  shall cause its Trade  Fixtures,  furnishings,
         equipment  and all other  personal  property to be assessed  and billed
         separately  from the real  property of Lessor.  If any of Lessee's said
         personal property shall be assessed with Lessor's real property, Lessee
         shall pay Lessor the taxes  attributable to Lessee within ten (10) days
         after receipt of a written statement setting forth the taxes applicable
         to Lessee's  property or, at Lessor's option,  as provided in Paragraph
         10.l(b).

11. UTILITIES.  Lessee  shall  pay for  all  water,  gas,  heat,  light,  power,
    telephone,  trash disposal and other utilities and services  supplied to the
    Premises,  together  with any taxes  thereon.  If any such  services are not
    separately metered to Lessee, Lessee shall pay a reasonable  proportion,  to
    be determined by Lessor, of all charges jointly metered with other premises.

12. ASSIGNMENT AND SUBLETTING.
    12.1 LESSOR'S CONSENT REQUIRED.

         (a) Lessee  shall  not  voluntarily  or by  operation  of  law  assign,
             transfer, mortgage or otherwise transfer or encumber (collectively,
             "ASSIGNMENT")  or sublet all or any part of  Lessee's  interest  in
             this  Lease  or in the  Premises  without  Lessor's  prior  written
             consent given under and subject to the terms of Paragraph 36.

         (b) A change in the control of Lessee shall  constitute  an  assignment
             requiring Lessor's consent. The transfer, on a cumulative basis, of
             twenty-five  percent (25%) or more of the voting  control of Lessee
             shall constitute a change in control for this purpose.

         (c) The  involvement  of Lessee or its  assets in any  transaction,  or
             series  of  transactions  (by  way of  merger,  sale,  acquisition,
             financing, refinancing,  transfer, leveraged buy-out or otherwise),
             whether or not a formal  assignment or  hypothecation of this Lease
             or  Lessee's  assets  occurs,  which  results  or will  result in a
             reduction of the Net Worth of Lessee, as hereinafter defined, by an
             amount equal to or greater than  twenty-five  percent (25%) of such
             Net Worth of Lessee as it was  represented to Lessor at the time of
             the  execution  by Lessor of this  Lease or at the time of the most
             recent  assignment to which Lessor has  consented,  or as it exists
             immediately prior to said transaction or transactions  constituting
             such  reduction,  at whichever time said Net Worth of Lessee was or
             is greater,  shall be  considered  an  assignment  of this Lease by
             Lessee to which Lessor may  reasonably  withhold its consent.  "NET
             WORTH OF LESSEE" for  purposes of this Lease shall be the net worth
             of Lessee  (excluding any guarantors)  established  under generally
             accepted accounting principles consistently applied.

         (d) An  assignment  or  subletting  of Lessee's  interest in this Lease
             without Lessor's  specific prior written consent shall, at Lessor's
             option, be a Default curable after notice per Paragraph 13.1(c), or
             a noncurable  Breach  without the necessity of any notice and grace
             period. If Lessor elects to treat such unconsented to assignment or
             subletting as a noncurable  Breach,  Lessor shall have the right to
             either:  (i)  terminate  this Lease,  or (ii) upon thirty (30) days
             written notice ("Lessor's Notice"),  increase the monthly Base Rent
             to a fair market rental value or one hundred ten percent  (110%) of
             the  Base  Rent  then in  effect,  whichever  is  greater.  Pending
             determination  of the new fair market rental value,  if disputed by
             Lessee,  Lessee shall pay the amount set forth in Lessor's  Notice,
             with any overpayment  credited against the next  installment(s)  of
             Base  Rent  coming  due,  and  any   underpayment  for  the  period
             retroactively to the effective date of the adjustment being due and
             payable immediately upon the determination thereof. Further, in the
             event of such Breach and market value adjustment,  (1) the purchase
             price of any option to purchase the  Premises  held by Lessee shall
             be subject  to similar  adjustment  to the then fair  market  value
             (without the Lease being considered an encumbrance or any deduction
             for depreciation or  obsolescence,  and considering the Premises at
             its highest and best use and in good condition), or one hundred ten
             percent  (110%) of the price  previously  in effect,  whichever  is
             greater,   (ii)  any  index-oriented  rental  or  price  adjustment
             formulas  contained in this Lease shall be adjusted to require that
             the base index be determined with reference to the index applicable
             to the time of such adjustment,  (iii) any fixed rental adjustments
             scheduled during the remainder of the Lease term shall be increased
             in the same ratio as the new market  rental  bears to the Base Rent
             in effect immediately prior to the market value adjustment.

<PAGE>
    12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING

         (a) Regardless of Lessor's consent,  any assignment or subletting shall
             not: (i) be effective  without the express  written  assumption  by
             such assignee or sublessee of the  obligations of Lessee under this
             Lease, (ii) release Lessee of any obligations  hereunder,  or (iii)
             alter the primary  liability of Lessee for the payment of Base Rent
             and other sums due Lessor  hereunder or for the  performance of any
             other obligations to be performed by Lessee under this Lease.

         (b) Lessor may accept any rent or performance  of Lessee's  obligations
             from any person other than Lessee  pending  approval or disapproval
             of an assignment. Neither a delay in the approval or disapproval of
             such assignment nor the acceptance of any rent or performance shall
             constitute  a waiver or estoppel of Lessor's  right to exercise its
             remedies  for the  Default or Breach by Lessee of any of the terms,
             covenants or conditions of this Lease.

         (c) The consent of Lessor to any  assignment  or  subletting  shall not
             constitute a consent to any subsequent  assignment or subletting by
             Lessee or to any subsequent or successive  assignment or subletting
             by  the  sublessee.  However,  Lessor  may  consent  to  subsequent
             sublettings  and  assignments  of the sublease or any amendments or
             modifications thereto after reasonable attempts to notify Lessee or
             anyone else liable on the lease or sublease  and without  obtaining
             their consent,  and such action shall not relieve such persons from
             liability under this Lease or sublease.

         (d) In the event of any Default or Breach of Lessee's obligations under
             this  Lease,  Lessor  may  proceed  directly  against  Lessee,  any
             Guarantors or any one else  responsible  for the performance of the
             Lessee's  obligations  under this Lease,  including the  sublessee,
             without first exhausting Lessor's remedies against any other person
             or entity  responsible  therefor to Lessor, or any security held by
             Lessor or Lessee.

         (e) Each request for consent to an assignment or subletting shall be in
             writing,   accompanied   by   information   relevant   to  Lessor's
             determination  as to the financial and  operational  responsibility
             and   appropriateness   of  the  proposed  assignee  or  sublessee,
             including  but not  limited to the  intended  use  and/or  required
             modification   of  the   Premises,   if   any,   together   with  a
             non-refundable  deposit  of  $1,000  or ten  percent  (10%)  of the
             current  monthly  Base Rent,  whichever is greater,  as  reasonable
             consideration  for Lessor's  considering and processing the request
             for  consent.  Lessee  agrees to provide  Lessor with such other or
             additional  information  and/or  documentation as may be reasonably
             requested by Lessor.

         (f) Any assignee of, or sublessee under, this Lease shall, by reason of
             accepting  such  assignment  or  entering  into such  sublease,  be
             deemed,  for the benefit of Lessor,  to have  assumed and agreed to
             conform and comply with each and every  term,  covenant,  condition
             and obligation  herein to be observed or performed by Lessee during
             the  term  of  said   assignment  or  sublease,   other  than  such
             obligations as are contrary to or  inconsistent  with provisions of
             an  assignment  or  sublease  to  which  Lessor  has   specifically
             consented in writing.

         (g) The  occurrence  of a  transaction  described in Paragraph  12.1(c)
             shall give  Lessor the right  (but not the  obligation)  to require
             that the  Security  Deposit be  increased to an amount equal to six
             (6) times the then  monthly  Base  Rent,  and  Lessor  may make the
             actual  receipt by Lessor of the amount  required to establish such
             Security   Deposit  a  condition   to  Lessor's   consent  to  such
             transaction.

         (h) Lessor,  as a condition to giving its consent to any  assignment or
             subletting, may require that the amount and adjustment structure of
             the rent  payable  under this Lease be adjusted to what is then the
             market value and/.or  adjustment  structure for property similar to
             the Premises as then constituted.

    12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The following
         terms and conditions  shall apply to any subletting by Lessee of all or
         any part of the Premises and shall be deemed  included in all subleases
         under this Lease whether or not  expressly  incorporated  therein:

         (a) Lessee  hereby  assigns  and  transfers  to Lessor all of  Lessee's
             interest in all rentals and income arising from any sublease of all
             or a  portion  of the  Premises  heretofore  or  hereafter  made by
             Lessee,  and Lessor may collect such rent and income and apply same
             toward Lessee's  Obligations under this Lease;  provided,  however,
             that until a Breach (as defined in  Paragraph  13.1) shall occur in
             the performance of Lessee's  obligations  under this Lease,  Lessee
             may, except as otherwise provided in this Lease,  receive,  collect
             and enjoy the rents accruing under such sublease. Lessor shall not,
             be reason  of this or any  other  assignment  of such  sublease  to
             Lessor,  nor by  reason  of the  collection  of  the  rents  from a
             sublessee,  be deemed  liable to the  sublessee  for any failure of
             Lessee to perform and comply with any of  Lessee's  obligations  to
             such  sublessee  under such  sublease.  Lessee  hereby  irrevocably
             authorizes and directs any such sublessee, upon written notice from
             Lessor stating that a Breach exists in the  performance of Lessee's
             obligations  under this Lease, to pay to Lessor the rents and other
             charges due and to become due under the sublease.  Sublessee  shall
             rely upon any such  statement and request from Lessor and shall pay
             such rents and other  charges to Lessor  without any  obligation or
             right  to   inquire   as  to  whether   such   Breach   exists  and
             notwithstanding  any  notice  from  or  claim  from  Lessee  to the
             contrary.  Lessee shall have no right to inquire as to whether such
             Breach  exists and  notwithstanding  any notice  from or claim from
             Lessee to the contrary. Lessee shall have no right or claim against
             said  sublessee,  or,  until the  Breach  has been  cured,  against
             Lessor,  for any  such  rents  and  other  charges  so paid by said
             sublessee to Lessor.

         NET                                                   Initials_________




                                       6

<PAGE>
<PAGE>



         (b) In the  event of a  Breach  by  Lessee  in the  performance  of its
             obligations under this Lease, Lessor, at its option and without any
             obligation to do so, may require any sublessee to attorn to Lessor,
             in which  event  Lessor  shall  undertake  the  obligations  of the
             sublessor under such sublease from the time of the exercise of said
             option  to the  expiration  of such  sublease;  provided,  however,
             Lessor  shall  not be  liable  for any  prepaid  rents or  security
             deposit paid by such  sublessee to such  sublessor or for any other
             prior Defaults or Breaches of such sublessor under such sublease.

         (c) Any matter or thing  requiring the consent of the sublessor under a
             sublease shall also require the consent of Lessor herein.

         (d) No sublessee  shall further assign or sublet all or any part of the
             Premises without Lessor's prior written consent.

         (e) Lessor  shall  deliver a copy of any notice of Default or Breach by
             Lessee  to the  sublessee,  who  shall  have the  right to cure the
             Default of Lessee  within the grace  period,  if any,  specified in
             such notice.  The sublessee shall have a right of reimbursement and
             offset from and against  Lessee for any such Defaults  cured by the
             sublessee.

13. DEFAULT; BREACH; REMEDIES.

    13.1 DEFAULT;  BREACH.  Lessor  and  Lessee  agree  that if an  attorney  is
         consulted by Lessor in connection  with a Lessee  Default or Breach (as
         hereinafter  defined),  $350.00 is a  reasonable  minimum  sum per such
         occurrence for legal services and costs in the  preparation and service
         of a notice of  Default,  and the Lessor may  include  the cost of such
         services  and costs in said notice as rent due and payable to cure said
         Default.  A "DEFAULT" is defined as a failure by the Lessee to observe,
         comply with or perform any of the terms, covenants, conditions or rules
         applicable  to Lessee  under this  Lease.  A "BREACH" is defined as the
         occurrence of any one or more of the following  Defaults,  and, where a
         grace period for cure after notice is specified herein,  the failure by
         Lessee to cure such Default prior to the  expiration of the  applicable
         grace period, and shall entitle Lessor to pursue the remedies set forth
         in  Paragraphs  13.2 and/or  13.3:

         (a) The  vacating of the  Premises  without the  intention  to reoccupy
             same, or the abandonment of the Premises.

         (b) Except as expressly  otherwise  provided in this Lease, the failure
             by Lessee to make any  payment  of Base Rent or any other  monetary
             payment required to be made by Lessee hereunder,  whether to Lessor
             or to a third  party,  as and when due,  the  failure  by Lessee to
             provide Lessor with reasonable evidence of insurance or surety bond
             required  under this  Lease,  or  failure of Lessee to fulfill  any
             obligation  under this Lease which  endangers or threatens  life or
             property,  where such failure  continues  for a period of three (3)
             days following  written notice thereof by or on behalf of Lessor to
             Lessee.

         (c) Except as expressly  otherwise  provided in this Lease, the failure
             by Lessee to provide Lessor with  reasonable  written  evidence (in
             duly executed  original form, if applicable) of (i) compliance with
             applicable law per Paragraph  6.3(ii) the  inspection,  maintenance
             and service contracts  required under Paragraph  7.1(b),  (iii) the
             recission of an unauthorized assignment or subletting per Paragraph
             12.1(b),  (iv) a Tenancy Statement per Paragraphs 16 or 37, (v) the
             subordination or  non-subordination of this Lease per Paragraph 30,
             (vi) the guaranty of the performance of Lessee's  obligations under
             this Lease if  required  under  Paragraphs  1.11 and 37,  (vii) the
             execution of any document requested under Paragraph 42 (easements),
             or (viii) any other  documentation or information  which Lessor may
             reasonably  require of Lessee under the terms of this Lease,  where
             any such failure  continues for a period of ten (10) days following
             written notice by or on behalf of Lessor to Lessee.

         (d) A Default  by  Lessee as to the  terms,  covenants,  conditions  or
             provisions of this Lease,  or of the rules adopted under  Paragraph
             40 hereof,  that are to be observed,  complied with or performed by
             Lessee,  other than those  described in  subparagraphs  (a), (b) or
             (c),  above,  where such Default  continues  for a period of thirty
             (30) days after written notice thereof by or on behalf of Lessor to
             Lessee;  provided,  however, that if the nature of Lessee's Default
             is such that more than thirty (30) days are reasonably required for
             its cure,  then it shall not be deemed to be a Breach of this Lease
             by Lessee if Lessee commences such cure within said thirty (30) day
             period  and   thereafter   diligently   prosecutes   such  cure  to
             completion.

         (e) The  occurrence of any of the following  events:  (i) The making by
             Lessee of any general  arrangement or assignment for the benefit of
             creditors;  (ii)  Lessee's  becoming  a  "debtor"  as defined in 11
             U.S.C.  'SS' 101 or any successor  statute thereto (unless,  in the
             case of a petition  filed  against  Lessee,  the same is  dismissed
             within  sixty  (60)  days;  (iii) the  appointment  of a trustee or
             receiver to take possession of substantially all of Lessee's assets
             located at the  Premises  or of  Lessee's  interest  in this Lease,
             where possession is not restored to Lessee within thirty (30) days;
             or (iv) the  attachment,  execution  or other  judicial  seizure of
             substantially  all of Lessee's assets located at the Premises or of
             Lessee's  interest  in  this  Lease,  where  such  seizure  is  not
             discharged within thirty (30) days; provided, however, in the event
             that any  provision  of this  subparagraph  (e) is  contrary to any
             applicable law, such provision shall be of no force or effect,  and
             not affect the validity of the remaining provisions.

         (f) The  discovery  by Lessor  that any  financial  statement  given to
             Lessor by Lessee or any Guarantor of Lessee's obligations hereunder
             was materially false.

<PAGE>
         (g) If the  performance  of  Lessee's  obligations  under this Lease is
             guaranteed: (i) the death of a guarantor, (ii) the termination of a
             guarantor's  liability  with  respect to this  Lease  other than in
             accordance  with the terms of such  guaranty,  (iii) a  guarantor's
             becoming  insolvent or the subject of a bankruptcy  filing,  (iv) a
             guarantor's  refusal to honor the  guaranty,  or (v) a  guarantor's
             breach of its guaranty obligation on a n anticipatory breach basis,
             and  Lessee's  failure,  within sixty (60) days  following  written
             notice by or on behalf  of Lessor to Lessee of any such  event,  to
             provide  Lessor with  written  alternative  assurance  or security,
             which,  when  coupled with the then  existing  resources of Lessee,
             equals or exceeds the  combined  financial  resources of Lessee and
             the guarantors that existed at the time of execution of this Lease.

    13.2 REMEDIES.   If  Lessee  fails   to  perform  any  affirmative  duty  or
         obligation  of Lessee  under  this  Lease,  within  ten (10) days after
         written   notice  to  Lessee   (or  in  case  of   emergency,   without
         notice),Lessor  may at its option (but  without  obligation  to do so),
         perform such duty or obligation on Lessee's  behalf,  including but not
         limited  to the  obtaining  of  reasonably  required  bonds,  insurance
         policies, or governmental licenses, permits or approvals. The costs and
         expenses of any such  performance by Lessor shall be due and payable by
         Lessee to Lessor upon invoice therefor. If any check given to Lessor by
         Lessee shall not be honored by the bank upon which it is drawn, Lessor,
         at its option,  may  require all future  payments to be made under this
         Lease by Lessee to be made only by cashier's  check.  In the event of a
         Breach of this Lease by Lessee,  as defined in Paragraph  13.1, with or
         without  further notice or demand,  and without  limiting Lessor in the
         exercise of any right or remedy which Lessor may have by reason of such
         Breach,  Lessor may:

         (a) Terminate  Lessee's  right to  Possession  of the  Premises  by any
             lawful  means,  in which case this Lease and the term hereof  shall
             terminate and Lessee shall immediately  surrender possession of the
             Premises  to Lessor.  In such event  Lessor  shall be  entitled  to
             recover from Lessee:  (i) the worth at the time of the award of the
             unpaid rent which had been earned at the time of termination;  (ii)
             the worth at the time of award of the  amount  by which the  unpaid
             rent which would have been earned after  termination until the time
             of award  exceeds  the amount of such  rental  loss that the Lessee
             proves could have been reasonably  avoided;  (iii) the worth at the
             time of  award  of the  amount  by which  the  unpaid  rent for the
             balance of the term after the time of award  exceeds  the amount of
             such  rental  loss  that the  Lessee  proves  could  be  reasonably
             avoided;  and (iv) any other amount necessary to compensate  Lessor
             for all the detriment proximately caused by the Lessee's failure to
             perform its  obligations  under this Lease or which in the ordinary
             course of things would be likely to result therefrom, including but
             not limited to the cost of  recovering  possession of the Premises,
             expenses  of  reletting,   including   necessary   renovation   and
             alteration of the Premises,  reasonable  attorneys'  fees, and that
             portion of the leasing  commission paid by Lessor applicable to the
             unexpired term of this Lease. The worth at the time of award of the
             amount  referred to in provision  (iii) of the prior sentence shall
             be computed by discounting  such amount at the discount rate of the
             Federal Reserve Bank of San Francisco at the time of award. Efforts
             by Lessor to mitigate  damages caused by Lessee's Default or Breach
             of this Lease  shall not waive  Lessor's  right to recover  damages
             under this  Paragraph.  If  termination  of this Lease is  obtained
             through the provisional remedy of unlawful  detainer,  Lessor shall
             have the right to recover in such  proceeding  the unpaid  rent and
             damages as are recoverable  therein,  or Lessor may reserve therein
             the right to recover all or any part thereof in a separate suit for
             such rent and/or  damages.  If a notice and grace  period  required
             under subparagraphs 13.1(b), (c) or (d) was not previously given, a
             notice to pay rent or quit,  or to perform or quit, as the case may
             be, given to Lessee under any statute authorizing the forfeiture of
             leases for unlawful  detainer shall also  constitute the applicable
             notice for grace period purposes required by subparagraphs 13.1(b),
             (c) or  (d).  In such  case,  the  applicable  grace  period  under
             subparagraphs  13.1(b),  (c) or (d) and under the unlawful detainer
             statute shall run concurrently after the one such statutory notice,
             and the failure of Lessee to cure the Default within the greater of
             the two  such  grace  periods  shall  constitute  both an  unlawful
             detainer  and a  Breach  of  this  Lease  entitling  Lessor  to the
             remedies provided for in this Lease and/or by said statute.

         (b) Continue the Lease and Lessee's  right to  possession in effect (in
             California  under  California  Civil  Code  Section  1951.4)  after
             Lessee's  Breach and abandonment and recover the rent as it becomes
             due,  provided  Lessee has the right to sublet or  assign,  subject
             only to reasonable  limitations.  See  Paragraphs 12 and 36 for the
             limitations on assignment and subletting which  limitations  Lessee
             and  Lessor  agree  are   reasonable.   Acts  of   maintenance   or
             preservation,  efforts to relet the Premises, or the appointment of
             a receiver to protect the Lessor's  interest  under the Lease shall
             not constitute a termination of the Lessee's right to possession.

         (c) Pursue any other remedy now or hereafter  available to Lessor under
             the laws or judicial  decisions  of the state  wherein the Premises
             are located.

         (d) The expiration or termination of this Lease and/or the  termination
             of  Lessee's  right to  possession  shall not  relieve  Lessee from
             liability  under  any  indemnity  provisions  of this  lease  as to
             matters  occurring or accruing  during the term hereof or by reason
             of Lessee's occupancy of the Premises.

         NET                                                Initials____________




                                       7

<PAGE>
<PAGE>



    13.3 INDUCEMENT RECAPTURE  IN EVENT OF BREACH.  Any  agreement by Lessor for
         free or abated rent or other charges applicable to the Premises, or for
         the  giving or  paying by Lessor to or for  Lessee of any cash or other
         bonus,  inducement  or  consideration  for Lessee's  entering into this
         Lease,  all  of  which  concessions  are  hereinafter  referred  to  as
         "INDUCEMENT PROVISIONS", shall be deemed conditioned upon Lessee's full
         and faithful performance of all of the terms,  covenants and conditions
         of this Lease to be  performed  or observed  by Lessee  during the term
         hereof as the same may be extended.  Upon the occurrence of a Breach of
         this Lease by Lessee, as defined in Paragraph 13.1, any such Inducement
         Provision shall  automatically be deemed deleted from this Lease and of
         no  further  force  or  effect,  and any  rent,  other  charge,  bonus,
         inducement or consideration theretofore abated, given or paid by Lessor
         under such an Inducement Provision shall be immediately due and payable
         by Lessee to Lessor,  and  recoverable by Lessor as additional rent due
         under this Lease, notwithstanding any subsequent cure of said Breach by
         Lessee.  The  acceptance  by Lessor  of rent or the cure of the  Breach
         which  initiate the operation of this  Paragraph  shall not be deemed a
         waiver by Lessor of rent or the cure of the Breach which  initiated the
         operation of this  Paragraph  shall not be deemed a waiver by Lessor of
         the  provisions  of this  Paragraph  unless  specifically  so stated in
         writing by Lessor at the time of such acceptance.

    13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee to
         Lessor of rent and other sums due hereunder  will cause Lessor to incur
         costs not contemplated by this Lease, the exact amount of which will be
         extremely  difficult  to  ascertain.  Such costs  include,  but are not
         limited to, processing and accounting  charges,  and late charges which
         may be imposed upon Lessor by the terms of any ground lease mortgage or
         trust deed covering the Premises.  Accordingly,  if any  installment of
         rent or any other sum due from  Lessee  shall not be received by Lessor
         or Lessor's  designee  within five (5) days after such amount  shall be
         due, then,  without any requirement for notice to Lessee,  Lessee shall
         pay to Lessor a late charge  equal to six percent  (6%) of such overdue
         amount.  The parties  hereby  agree that such late charge  represents a
         fair and  reasonable  estimate of the costs Lessor will incur by reason
         of late  payment by Lessee.  Acceptance  of such late  charge by Lessor
         shall in no event  constitute  a waiver of  Lessee's  Default or Breach
         with respect to such overdue amount, nor prevent Lessor from exercising
         any of the other rights and remedies  granted  hereunder.  In the event
         that a late charge is payable hereunder,  whether or not collected, for
         there (3) consecutive  installments of Base Rent, then  notwithstanding
         Paragraph  4.1 or any other  provision  of this Lease to the  contrary,
         Base Rent shall, at Lessor's option,  become due and payable  quarterly
         in advance.

    13.5 BREACH BY  LESSOR.  Lessor  shall not be deemed in breach of this Lease
         unless  Lessor fails within a reasonable  time to perform an obligation
         required to be  performed  by Lessor.  For  purposes of this  Paragraph
         13.5, a reasonable time shall in no event be less than thirty (30) days
         after  receipt by  Lessor,  and by the  holders  of any  ground  lease,
         mortgage or deed of trust  covering the Premises whose name and address
         shall  have been  furnished  Lessee in  writing  for such  purpose,  of
         written  notice  specifying  wherein such  obligation of Lessor has not
         been  performed;  provided,  however,  that if the  nature of  Lessor's
         obligation  is such that more than  thirty  (30) days after such notice
         are reasonably  required for its performance,  then Lessor shall not be
         in breach of this Lease if performance is commenced  within such thirty
         (30) day period and thereafter diligently pursued to completion.

14. CONDEMNATION.  If the  Premises or any  portion  thereof are taken under the
    power of eminent  domain or sold under the  threat of the  exercise  of said
    power  (all of which are herein  called  "CONDEMNATION"),  this Lease  shall
    terminate  as to the part so taken as of the date the  condemning  authority
    takes title or possession,  whichever first occurs.  If more than 10 percent
    (10%) of the floor area of the Premises,  or more than twenty-five  (25%) of
    the land area not occupied by any building, is taken by condemnation, Lessee
    may, at Lessee's  option,  to be exercised  in writing  within ten (10) days
    after Lessor shall have given  Lessee  written  notice of such taking (or in
    the  absence  of such  notice,  within  ten (10) days  after the  condemning
    authority shall have taken  possession)  terminate this Lease as of the date
    the condemning authority takes such possession. If Lessee does not terminate
    this Lease in accordance with the foregoing, this Lease shall remain in full
    force and effect as to the portion of the  Premises  remaining,  except that
    the Base Rent shall be reduced in the same  proportion as the rentable floor
    area of the  Premises  taken bears to the total  rentable  floor area of the
    building  located on the Premises.  No reduction of Base Rent shall occur if
    the  only  portion  of the  Premises  taken  is land on  which  there  is no
    building.  Any award for the taking of all or any part of the Premises under
    the power of eminent domain or any payment made under threat of the exercise
    of such power shall be the  property of Lessor,  whether such award shall be
    made as  compensation  for  diminution  in value of the leasehold or for the
    taking of the fee, or as severance damages;  provided,  however, that Lessee
    shall be  entitled  to any  compensation,  separately  awarded to Lessee for
    Lessee's relocation expenses and/or loss of Lessee's Trade Fixtures.  In the
    event  that this  Lease is not  terminated  by reason of such  condemnation,
    Lessor shall to the extent of its net severance damages  received,  over and
    above the legal and other  expenses  incurred by Lessor in the  condemnation
    matter,  repair  any  damage to the  Premises  caused by such  condemnation,
    except  to the  extent  that  Lessee  has been  reimbursed  therefor  by the
    condemning  authority.  Lessee shall be  responsible  for the payment of any
    amount in excess of such net  severance  damages  required to complete  such
    repair.

<PAGE>
15. BROKER'S FEE.

    15.1
    15.2
    15.3
    15.4
    15.5 Lessee and Lessor each  represent  and warrant to the other that it has
         had no dealings with any person, firm, broker or finder (other than the
         Brokers,  if any  named  in  Paragraph  1.10)  in  connection  with the
         negotiation of this Lease and/or the  consummation  of the  transaction
         contemplated hereby, and that no broker or other person, firm or entity
         other than said named Brokers is entitled to any commission or finder's
         fee in  connection  with said  transaction.  Lessee  and Lessor do each
         hereby agree to indemnify,  protect, defend and hold the other harmless
         from and against  liability  for  compensation  of charges which may be
         claimed by any such unnamed  broker,  finder or other  similar party by
         reason of any dealing or actions of the indemnifying  Party,  including
         any costs,  expenses,  attorneys' fees reasonably incurred with respect
         thereto.

    15.6 Lessor  and  Lessee   hereby   consent  to  and   approve   all  agency
         relationships,  including  any dual  agencies,  indicated  in Paragraph
         1.10.

16. TENANCY STATEMENT.

    16.1 Each Party (as  "RESPONDING  PARTY")  shall  within ten (10) days after
         written notice from the other Party ( the "REQUESTING  PARTY") execute,
         acknowledge and deliver to the Requesting  Party a statement in writing
         in form similar to the most current "TENANCY  STATEMENT" form published
         by  the  American  Industrial  Real  Estate   Association,   plus  such
         additional  information,  confirmation  and/or  statements  as  may  be
         reasonably requested by the Requesting Party.

    16.2 If Lessor desires to finance, refinance, or sell the Premises, any part
         thereof,  or the building of which the Premises are a part,  Lessee and
         all Guarantors of Lessee's  performance  hereunder shall deliver to any
         potential  lender or  purchaser  designated  by Lessor  such  financial
         statements of Lessee and such Guarantors as may be reasonably  required
         by such  lender or  purchaser,  including  but not  limited to Lessee's
         financial  statements for the past there (3) years.  All such financial
         statements  shall be received by Lessor and such lender or purchaser in
         confidence and shall be used only for the purposes herein set forth.

17. LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or
    owners at the time in question of the fee title to the Premises, or, if this
    is a sublease,  of the Lessee's interest in the prior lease. In the event of
    a transfer of Lessor's  title or interest in the  Premises or in this Lease,
    Lessor shall  deliver to the  transferee  or assignee (in cash or by credit)
    any unused  Security  Deposit held by Lessor at the time of such transfer or
    assignment.  Except as  provided  in  Paragraph  15,  upon such  transfer or
    assignment  and delivery of the Security  Deposit,  as aforesaid,  the prior
    Lessor shall be relieved of all  liability  with  respect to the  obligation
    and/or  covenants under this Lease thereafter to be performed by the Lessor.
    Subject to the foregoing,  the obligations and/or covenants in this Lease to
    be  performed  by the Lessor shall be binding only upon the Lessor as herein
    above defined.

18. SEVERABILITY.  The invalidity of any provision of this Lease,  as determined
    by a court of competent jurisdiction, shall in no way affect the validity of
    any other provision hereof.

19. INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor hereunder,
    other than late  charges,  not  received by Lessor  within  thirty (30) days
    following  the  date on  which  it was due,  shall  bear  interest  from the
    thirty-first  (31st) day after it was due at the rate of 12% per annum,  but
    not  exceeding  the  maximum  rate  allowed by law,  in addition to the late
    charge provided for in Paragraph 13.4.

20. TIME OF ESSENCE.  Time is of the essence with respect to the  performance of
    all obligations to be performed or observed by the Parties under this Lease.

21. RENT  DEFINED.  All monetary  obligations  of Lessor under the terms of this
    Lease are deemed to be rent.

22. NO PRIOR OR OTHER  AGREEMENTS;  BROKER  DISCLAIMER.  This Lease contains all
    agreements  between the Parties with respect to any matter mentioned herein,
    and no other prior or  contemporaneous  agreement or understanding  shall be
    effective.  Lessor and Lessee each  represents  and  warrants to the Brokers
    that it has made, and is relying solely upon,  its own  investigation  as to
    the nature,  quality,  character and financial  responsibility  of the other
    Party to this  Lease and as to the  nature,  quality  and  character  of the
    Premises.  Brokers  have no  responsibility  with  respect  thereto  or with
    respect to any default or breach hereof by either Party.

NET                                                            Initials_________


                                       8

<PAGE>
<PAGE>



23. NOTICES.

    23.1 All notices required or permitted by this Lease shall be in writing and
         may be delivered in person (by hand or by messenger or courier service)
         or may be sent by regular,  certified or registered mail or U.S. Postal
         Service Express Mail, with postage paid, or by facsimile  transmission,
         and shall be deemed  sufficiently given if served in a manner specified
         in this  Paragraph  23.  The  addresses  noted  adjacent  to a  Party's
         signature on this Lease shall be that  Party's  address for delivery or
         mailing of notice  purposes.  Either Party may by written notice to the
         other specify a different address for notice purposes, except that upon
         Lessee's  taking  possession  of  the  Premises,   the  Premises  shall
         constitute  Lessee's  address for the purpose of mailing or  delivering
         notices to Lessee.  A copy of all notices  required or  permitted to be
         given to Lessor  hereunder  shall be  concurrently  transmitted to such
         party or  parties  at such  addresses  as Lessor  may from time to time
         hereafter designate by written notice to Lessee.

    23.2 Any  notice  sent by  registered  or  certified  mail,  return  receipt
         requested,  shall be deemed given on the date of delivery  shown on the
         receipt card, or if no delivery date is shown, the postmark thereon. If
         sent by regular mail the notice shall be deemed given  forty-eight (48)
         hours after the same is  addressed  as required  herein and mailed with
         postage  prepaid.  Notices  delivered by United States  Express Mail or
         overnight  courier that  guarantees  next day delivery  shall be deemed
         given  twenty-four  (24) hours after delivery of the same to the United
         States  Postal  Service or  courier.  If any notice is  transmitted  by
         facsimile  transmission  or  similar  means,  the same  shall be deemed
         served or  delivered  upon  telephone  confirmation  of  receipt of the
         transmission thereof, provided a copy is also delivered via delivery or
         mail. If notice is received on a Sunday or legal  holiday,  it shall be
         deemed received on the next business day.

24. WAIVERS.  No waiver by Lessor of the Default or Breach of any term, covenant
    or condition  hereof by Lessee,  shall be deemed a waiver of any other term,
    covenant or  condition  hereof,  or of any  subsequent  Default or Breach by
    Lessee of the same or of any  other  term,  covenant  or  condition  hereof.
    Lessor's  consent to, or approval  of, any act shall not be deemed to render
    unnecessary  the  obtaining  of Lessor's  consent  to, or  approval  of, any
    subsequent  or similar  act by Lessee,  or be  construed  as the basis of an
    estoppel to enforce the provision or provisions of this Lease requiring such
    consent. Regardless of Lessor's knowledge of a Default or Breach at the time
    of accepting rent, the acceptance of rent by Lessor shall not be a waiver of
    any  preceding  Default or Breach by Lessee of any provision  hereof,  other
    than the  failure  of Lessee to pay the  particular  rent so  accepted.  Any
    payment  given  Lessor by Lessee in may be  accepted by Lessor on account of
    moneys or damages due Lessor,  notwithstanding any qualifying  statements or
    conditions  made by Lessee in connection  therewith,  which such  statements
    and/or  conditions  shall  be  of  no  force  or  effect  whatsoever  unless
    specifically agreed to in writing by Lessor at or before the time of deposit
    of such payment.

25. RECORDING.  Either  Lessor or  Lessee  shall,  upon  request  of the  other,
    execute,  acknowledge  and deliver to the other a short form  memorandum  of
    this Lease for recording purposes. The Party requesting recordation shall be
    responsible for payment of any fees or taxes applicable thereto.

26. NO RIGHT TO  HOLDOVER.  Lessee  has no right  to  retain  possession  of the
    Premises or any part thereof beyond the expiration or earlier termination of
    this Lease.

27. CUMULATIVE  REMEDIES.  No  remedy  or  election  hereunder  shall be  deemed
    exclusive  but  shall,  wherever  possible,  be  cumulative  with all  other
    remedies at law or in equity.

28. COVENANTS  AND  CONDITIONS.  All  provisions of this Lease to be observed or
    performed by Lessee are both covenants and conditions.

29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the parties,
    their  personal  representatives,  successors and assigns and be governed by
    the laws of the State in which the  Premises  are  located.  Any  litigation
    between the Parties hereto  concerning  this Lease shall be initiated in the
    county in which the Premises are located.

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

    30.1 SUBORDINATION.  This  Lease  and any  Option  granted  hereby  shall be
         subject and subordinate to any ground lease,  mortgage,  deed of trust,
         or other  hypothecation  or security  device  (collectively,  "SECURITY
         DEVICE"),  now or hereafter  placed by Lessor upon the real property of
         which the  Premises  are a part,  to any and all  advances  made on the
         security thereof, and to all renewals,  modifications,  consolidations,
         replacements  and  extensions  thereof.  Lessee agrees that the Lenders
         holding  any such  Security  Device  shall have no duty,  liability  or
         obligation  to  perform  any of the  obligations  of Lessor  under this
         Lease,  but that in the event of Lessor's  default  with respect to any
         such  obligation,  Lessee  will give any Lender  whose name and address
         have  been  furnished  Lessee in  writing  for such  purpose  notice of
         Lessor's  default  and allow such  Lender  thirty  (30) days  following
         receipt of such notice for the cure of said default before invoking any
         remedies Lessee may have by reason  thereof.  If any Lender shall elect
         to have this Lease  and/or any Option  granted  hereby  superior to the
         lien of its Security  Device and shall give written  notice  thereof of
         Lessee,  this  Lease and such  Options  shall be  deemed  prior to such
         Security   Device,   notwithstanding   the   relative   dates   of  the
         documentation or recordation thereof.

    30.2 ATTORNMENT.  Subject to the  non-disturbance  provisions  of  Paragraph
         30.3,  Lessee  agrees to  attorn  to a Lender  or any  other  party who
         acquires  ownership  of the  Premises by reason of a  foreclosure  of a
         Security Device,  and that in the event of such  foreclosure,  such new
         owner  shall not:  (i) be liable for any act or  omission  of any prior
         lessor or with  respect to events  occurring  prior to  acquisition  of
         ownership,  (ii) be subject to any  offsets or  defenses  which  Lessee
         might have against any prior lessor or (iii) be bound by  prepayment of
         more than one month's rent.

<PAGE>
    30.3 NON-DISTURBANCE.  With  respect to  Security  Devices  entered  into by
         Lessor after the  execution of this Lease,  Lessee's  subordination  of
         this Lease shall be subject to receiving  assurance (a "NON-DISTURBANCE
         AGREEMENT")  from the Lender that Lessee's  possession  and this Lease,
         including any options to extend the term hereof,  will not be disturbed
         so long as Lessee is not in Breach  hereof  and  attorns  to the record
         owner of the Premises.

    30.4 SELF-EXECUTING.  The agreements contained in this Paragraph 30 shall be
         effective  without the  execution of any further  documents;  provided,
         however,  that,  upon  written  request  from  Lessor  or a  Lender  in
         connection  with a sale,  financing  or  refinancing  of the  Premises,
         Lessee  and  Lessor  shall  execute  such  further  writings  as may be
         reasonably  required to separately  document any such  subordination or
         non-subordination,  attornment and/or  non-disturbance  agreement as is
         provided for herein.

31. ATTORNEY'S  FEES.  Notwithstanding  any other  terms or  provisions  of this
    Lease,  if any Party or Broker brings an action or proceeding to enforce the
    terms hereof or declare rights hereunder, the Prevailing Party (as hereafter
    defined) or Broker in any such proceeding,  action, or appeal thereon, shall
    be entitled to reasonable  attorney's  fees. Such fees may be awarded in the
    same suit or  recovered  in a separate  suit,  whether or not such action or
    proceeding is pursued to decision or judgment.  The term, "PREVAILING PARTY"
    shall  include,  without  limitation,  a Party or Broker  who  substantially
    obtains  or  defeats  the  relief  sought,  as the case may be,  whether  by
    compromise,  settlement,  judgment, or the abandonment by the other Party or
    Broker of its  claim or  defense.  The  attorney's  fee  award  shall not be
    computed in accordance with any court fee schedule,  but shall be such as to
    fully  reimburse all attorney's fees  reasonably  incurred.  Lessor shall be
    entitled to attorney's fees, costs and expenses  incurred in the preparation
    and service of notices of Default and consultations in connection therewith,
    whether or not a legal action is  subsequently  commenced in connection with
    such Default or resulting Breach.

32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall
    have  the  right  to  enter  the  Premises  at any  time,  in the case of an
    emergency,  and otherwise at reasonable times for the purpose of showing the
    same to  prospective  purchasers,  lenders,  or  lessees,  and  making  such
    alterations,  repairs,  improvements  or additions to the Premises or to the
    building of which they are a part, as Lessor may reasonably  deem necessary.
    Lessor  may at any time  place on or about  the  Premises  or  building  any
    ordinary  "For Sale"  signs and  Lessor may at any time  during the last one
    hundred  twenty (120) days of the term hereof place on or about the Premises
    any  ordinary  "For Lease"  signs.  All such  activities  of Lessor shall be
    without abatement of rent or liability to Lessee.

33. AUCTIONS.  Lessee  shall not  conduct,  not permit to be  conducted,  either
    voluntarily or  involuntarily,  any auction upon the Premises  without first
    having obtained Lessor's prior written consent.  Notwithstanding anything to
    the  contrary in this Lease,  Lessor  shall not be obligated to exercise any
    standard of reasonableness in determining whether to grant such consent.

34. SIGNS. Lessee shall not place any sign upon the Premises, except that Lessee
    may, with Lessor's prior written consent, install (but not on the roof) such
    signs as are  reasonably  required to advertise  Lessee's own business.  The
    installation  of any sign on the  Premises by or for Lessee shall be subject
    to  the   provisions   of  Paragraph  7   (Maintenance,   Repairs,   Utility
    Installations,  Trade Fixtures and Alterations). Lessor consents to Lessee's
    existing sign.

35. TERMINATION;  MERGER.  Unless  specifically  stated  otherwise in writing by
    Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
    termination or cancellation  hereof,  or a termination  hereof by Lessor for
    Breach by Lessee,  shall  automatically  terminate  any  sublease  or lesser
    estate in the Premises; provided, however, Lessor shall, in the event of any
    such surrender, termination or cancellation, have the option to continue any
    one or all of any existing  subtenancies.  Lessor's  failure within ten (10)
    days following any such event to make a written  election to the contrary by
    written notice to the holder of any such lesser  interest,  shall constitute
    Lessor's  election to have such event  constitute  the  termination  of such
    interest.

36. CONSENTS.

         (a) Except for Paragraph 33 hereof (Auctions) or as otherwise  provided
             herein,  wherever  in this Lease the consent of a Party is required
             to an act by or for the  other  Party,  such  consent  shall not be
             unreasonably withheld or delayed.  Lessor's actual reasonable costs
             and expenses (including but not limited to architects', attorneys',
             engineers'   or   other   consultants'   fees)   incurred   in  the
             consideration  of,  or  response  to, a request  by Lessee  for any
             Lessor consent pertaining to this Lease or the Premises,  including
             but not limited to consents to an  assignment,  a subletting or the
             presence or use of a Hazardous Substance, practice or storage tank,
             shall be paid by Lessee to Lessor  upon  receipt of an invoice  and
             supporting documentation therefor.

             NET                                               Initials_________




                                       9

<PAGE>
<PAGE>



         (b) Subject  to  Paragraph   12.1(e)   (applicable   to  assignment  or
             subletting),  Lessor may, as a condition  to  considering  any such
             request by Lessee,  require  that  Lessee  deposit  with  Lessor an
             amount of money (in  addition to the  Security  Deposit  held under
             Paragraph 5) reasonably  calculated by Lessor to represent the cost
             Lessor  will  incur  in  considering  and  responding  to  Lessee's
             request.  Except as otherwise provided,  any unused portion of said
             deposit  shall be refunded  to Lessee  without  interest.  Lessor's
             consent to any act,  assignment  of this Lease or subletting of the
             Premises by Lessee shall not constitute an  acknowledgment  that no
             Default  or Breach by Lessee of this Lease  exists,  nor shall such
             consent be deemed a waiver of any then existing  Default or Breach,
             except as may be otherwise specifically stated in writing by Lessor
             at the time of such consent.

         (c) All  conditions  to Lessor's  consent  authorized by this Lease are
             acknowledged by Lessee as being reasonable.  The failure to specify
             herein any  particular  condition  to  Lessor's  consent  shall not
             preclude  the  imposition  by Lessor at the time of consent of such
             further or other  conditions as are then  reasonable with reference
             to the particular matter for which consent is being given.

37. GUARANTOR.


38. QUIET  POSSESSION.  Upon  payment by Lessee of the rent for the Premises and
    the  observance  and  performance  of all of the  covenants,  conditions and
    provisions on Lessee's  part to be observed and performed  under this Lease,
    Lessee  shall have quiet  possession  of the  Premises  for the entire  term
    hereof subject to all of the provisions of this Lease.

39. OPTIONS.

    39.1 DEFINITION.  As used in this  Paragraph  39 the word  "OPTION"  has the
         following meaning: (a) the right to extend the term of this Lease or to
         renew  this  Lease or to extend or renew any lease  that  Lessee has on
         other  property of Lessor;  (b) the right of first refusal to lease the
         Premises or the right of first offer to lease the Premises or the right
         of first  refusal  to lease  other  property  of Lessor or the right of
         first  offer  to lease  other  property  of  Lessor;  (c) the  right to
         purchase the  Premises,  or the right of first  refusal to purchase the
         Premises,  or the right of first offer to purchase the Premises, or the
         right to  purchase  other  property  of  Lessor,  or the right of first
         refusal to purchase other property of Lessor.

    39.2 OPTIONS PERSONAL TO ORIGINAL  LESSEE.  Each Option granted to Lessee in
         this Lease is personal to the original  Lessee  named in Paragraph  1.1
         hereof,  and  cannot  be  voluntarily  or  involuntarily   assigned  or
         exercised by any person or entity other than said original Lessee while
         the original  Lessee is in full and actual  possession  of the Premises
         and without the intention of thereafter  assigning or  subletting.  The
         Options, if any herein granted to Lessee are not assignable,  either as
         a part of an assignment of this Lease or separately or apart therefrom,
         and no Option  may be  separated  from  this  Lease in any  manner,  by
         reservation or otherwise.

    39.3 MULTIPLE OPTIONS.  In the event that Lessee has any multiple Options to
         extend or renew this Lease,  a later option cannot be exercised  unless
         the prior  Options  to extend or renew  this  Lease  have been  validly
         exercised.

    39.4 EFFECT OF DEFAULT ON OPTIONS.

         (a) Lessee  shall have no right to exercise an Option,  notwithstanding
             any  provision in the grant of Option to the  contrary:  (i) during
             the  period  commencing  with the  giving of any  notice of Default
             under  Paragraph 13.1 and continuing  until the noticed  Default is
             cured,  or (ii) during the period of time any  monetary  obligation
             due Lessor from Lessee is unpaid  (without regard to whether notice
             thereof is given  Lessee),  or (iii)  during the time  Lessee is in
             Breach of this Lease, or (iv) in the event that Lessor has given to
             Lessee three (3) or more notices of Default under  Paragraph  13.1,
             whether or not the Defaults are cured, during the twelve (12) month
             period immediately preceding the exercise of the Option.

         (b) The period of time within  which an Option may be  exercised  shall
             not be extended or  enlarged  by reason of  Lessee's  inability  to
             exercise an Option because of the provisions of Paragraph 39.4(a).

         (c) All  rights  of  Lessee  under the  provisions  of an Option  shall
             terminate  and be of no further  force or  effect,  notwithstanding
             Lessee's  due and timely  exercise  of the Option,  if,  after such
             exercise and during the term of this Lease, (i) Lessee fails to pay
             to Lessor a  monetary  obligation  of Lessee for a period of thirty
             (30) days after such obligation  becomes due (without any necessity
             of Lessor to give notice  thereof to Lessee),  or (ii) Lessor gives
             to Lessee three or more  notices of Default  under  Paragraph  13.1
             during any twelve  month  period,  whether or not the  Defaults are
             cured, or (iii) if Lessee commits a Breach of this Lease.

40. MULTIPLE  BUILDINGS.  If the  Premises  are  part  of a  group  of  building
    controlled by Lessor,  Lessee agrees that it will abide by, keep and observe
    all reasonable rules and regulations which Lessor may make from time to time
    for the management, safety, care and cleanliness of the grounds, the parking
    and unloading of vehicles and the preservation of good order, as well as for
    the  convenience of other  occupants or tenants of such other  buildings and
    their  invitees,  and that Lessee will pay its fair share of common expenses
    incurred in connection therewith.

<PAGE>
41. SECURITY  MEASURES.  Lessee hereby  acknowledges  that the rental payable to
    Lessor  hereunder  does  not  include  the cost of  guard  service  or other
    security  measures,  and that Lessor shall have no obligation  whatsoever to
    provide same.  Lessee assumes all  responsibility  for the protection of the
    Premises,  Lessee,  its agents and invitees and their property from the acts
    of third parties.

42. RESERVATIONS.  Lessor  reserves to itself the right,  from time to time,  to
    grant,  without the consent or joinder of Lessee,  such  easements,  rights,
    dedications,  maps and restrictions do not  unreasonably  interfere with the
    use of  the  Premises  by  Lessee.  Lessee  agrees  to  sign  any  documents
    reasonably  requested  by Lessor to  effectuate  any such  easement  rights,
    dedication, map or restrictions.

43. PERFORMANCE  UNDER  PROTEST.  If at any time a dispute shall arise as to any
    amount  or sum of  money  to be paid by one  Party to the  other  under  the
    provisions hereof, the Party against whom the obligation to pay the money is
    asserted  shall  have the right to make  payment  "under  protest"  and such
    payment shall not be regarded as a voluntary payment and there shall survive
    the right on the part of said Party to  institute  suit for recovery of such
    sum. If it shall be adjudged that there was no legal  obligation on the part
    of said  Party  to pay such sum or any part  thereof,  said  Party  shall be
    entitled  to  recover  such  sum or so much  thereof  as it was not  legally
    required to pay under the provisions of this Lease.

44. AUTHORITY.  If either Party hereto is a  corporation,  trust,  or general or
    limited partnership,  each individual executing this Lease on behalf of such
    entity  represents and warrants that he or she is duly authorized to execute
    and deliver this Lease on its behalf.  If Lessee is a corporation,  trust or
    partnership,  Lessee shall, within thirty (30) days after request by Lessor,
    deliver to Lessor evidence satisfactory to Lessor of such authority.

45. CONFLICT.  Any conflict between the printed provisions of this Lease and the
    typewritten provisions shall be controlled by the typewritten or handwritten
    provisions.

46. OFFER.  Preparation of this Lease by Lessor or Lessor's agent and submission
    of same to Lessee  shall not be  deemed  an offer to lease to  Lessee.  This
    Lease is not intended to be binding until executed by all Parties hereto.

47. AMENDMENTS.  This  Lease  may be  modified  only in  writing,  signed by the
    parties in interest at the time of the modification. The parties shall amend
    this Lease from time to time to reflect any adjustments that are made to the
    Base Rent or other rent  payable  under this  Lease.  As long as they do not
    materially change Lessee's obligations hereunder, Lessee agrees to make such
    reasonable  non-monetary  modifications  to this Lease as may be  reasonably
    required by an institutional,  insurance company,  or pension plan Lender in
    connection  with the  obtaining of normal  financing or  refinancing  of the
    property of which the Premises are a part.

48. MULTIPLE  PARTIES.  Except as otherwise  expressly  provided herein, if more
    than one person or entity is named  herein as either  Lessor or Lessee,  the
    obligations  of  such  multiple  parties  shall  be the  joint  and  several
    responsibility  of all  persons or entities  named  herein as such Lessor or
    Lessee.

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
    PROVISION  CONTAINED  HEREIN,  AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
    INFORMED AND VOLUNTARY  CONSENT  THERETO.  THE PARTIES HEREBY AGREE THAT, AT
    THE TIME THIS LEASE IS  EXECUTED,  THE TERMS OF THIS LEASE ARE  COMMERCIALLY
    REASONALE  AND  EFFECTUATE  THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
    RESPECT TO THE PREMISES.

    IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
    ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE
    THE  CONDITION  OF THE  PROPERTY AS TO THE  POSSIBLE  PRESENCE OF  ASBESTOS,
    STORAGE TANKS OR HAZARDOUS  SUBSTANCES.  NO REPRESENTATION OR RECOMMENDATION
    IS MADE BY THE AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIALTION OR BY THE REAL
    ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES ASA TO THE LEGAL  SUFFICIENCY,
    LEGAL EFFECT,  OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH
    IT  RELEATS;  THE  PARTIES  SHALL RELY  SOLELY  UPON THE ADVICE OF THEIR OWN
    COUNSEL AS TO THE LEGAL AND TAX  CONSEQUENCES  OF THIS LEASE. IF THE SUBJECT


                                       10

<PAGE>
<PAGE>


    PROPERTY IS LOCATED IN A STATE OTHER THAN  CALIFORNIA,  AN ATTORNEY FROM THE
    STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED.

The parties hereto have executed this Lease at the place on the dates  specified
    above to their respective signatures.

Executed at __________________________   Executed at ___________________________
on ___________________________________   on ____________________________________
by LESSOR:                               By LESSEE:
3811  Partners,  LLLP,  a  Colorado      CRYENCO SCIENCES, INC.
limited     liability,      limited
partnership,  Jerome  A.  Lewis and
Martha  Dell  Lewis,  and  Pacifica
Joliet Industrial,  LLC, a Colorado
limited   liability   company,   as
Tenants-in-Common, dba PRL Joliet

By ___________________________________   By ____________________________________
Name Printed:                            Name Printed:
Title:                                   Title:

By                                       By
Name Printed:                            Name Printed:
Title:                                   Title:
Address:                                 Address:

Tel. No. (   )    Fax No. (   )          Tel. No. (    )     Fax No. (   )



NET

NOTICE: These forms are often modified to meet changing  requirements of law and
        industry needs.  Always write or call to make sure you are utilizing the
        most current form:  American  Industrial  Real Estate  Association,  354
        South Figueroa Street, Suite M-1, Los Angeles, CA 90071. (213) 687-6777.
        Fax No. (213) 687-8616.



                                       11

<PAGE>
<PAGE>



                         ADDENDUM "A" TO LEASE AGREEMENT

                              ADDITIONAL PROVISIONS

         To that certain Lease dated June 19, 1996, between 3811 Partners, LLLP,
     a  Colorado  limited  liability  limited  partnership,  Jerome A. Lewis and
     Martha Dell Lewis; and Pacifica Joliet Industrial,  LLC, a Colorado limited
     liability  company,  as Tenants In Common,  dba PRL Joliet, as Lessor,  and
     Cryenco  Sciences,  Inc., as Lessee,  covering the property located at 3811
     Joliet Street, Denver, Colorado.

         To  the  extent  that  this  Addendum   conflicts  with,   modifies  or
     supplements  other portions of the Lease, the provisions  contained in this
     Addendum  shall  govern  and  control  the rights  and  obligations  of the
     parties.

I.   RENT ADJUSTMENTS.

     (1) The Base Rent shall be adjusted every two (2) years on the  anniversary
         date of the lease  commencement (an "Adjustment  Date").  The Base Rent
         shall be adjusted by the increase,  if any, in the Consumer Price Index
         of the Bureau of Labor  Statistics  of the  Department of Labor for All
         Urban Consumers, "All Items", for the City and County of Denver, herein
         referred to as "CPI".  The CPI increase on each  Adjustment  Date shall
         not be, on a cumulative  basis,  less than 3%  compounded  annually nor
         more than 5% compounded annually.

     (2) The adjusted Monthly Base Rent shall be calculated as follows: the Base
         Rent  set  forth  in  paragraph  1.5 of the  attached  Lease,  shall be
         multiplied by a fraction the numerator of which shall be the CPI of the
         calendar  month 2 (two)  months  prior  to the  month(s)  specified  in
         paragraph I(1) above during which the adjustment is to take effect, and
         the  denominator  of which shall be the CPI of the calendar month which
         is two (2) months prior to the first month of the term of this Lease as
         set forth in paragraph 1.3 ("Base Month").  The sum so calculated shall
         constitute the new monthly rent hereunder,  but in no event,  shall any
         such new  monthly  rent be less  than the rent  payable  for the  month
         immediately preceding the date for rent adjustment.

     (3) In the event the  compilation  and/or  publication  of the CPI shall be
         discontinued,  then the index most  similar to the CPI shall be used to
         make such calculations. In the even that Lessor and Lessee cannot agree
         on such  alternate  index,  then  the  matter  shall be  submitted  for
         decision to the American Arbitration association in the County in which
         the  Premises are located,  in  accordance  with the then rules of said
         Association,  and the decision of the Arbitrators shall be binding upon
         the  parties,  notwithstanding  any party  failing to appear  after the
         notice  of  proceeding.  The  cost of said  Arbitrators  shall  be paid
         equally by Lessor and Lessee.

     (4) In  the  event  of a  dispute  as to  the  selected  substitute  CPI in
         accordance  with Section I(3) above,  Lessee shall continue to pay Base
         Rent at the rate in effect  for the  month  immediately  preceding  the
         Adjustment  Date, until the increased Base Rent, if any, is determined.
         Within  five (5) days  following  the date on  which  the  increase  is
         determined,  Lessee  shall  make  a  payment  to  Lessor  equal  to the
         increased Base Rent plus an amount equal to the difference  between the
         Base Rent in effect for the month immediately  preceding the Adjustment
         Date and the increased Base Rent for each month that has passed without
         payment of the increase since the Adjustment Date. Thereafter, the rent
         shall be paid at the increase rate.

II.  ROOF REPAIRS.

     (1) Lessee shall be  responsible  for any and all repair,  maintenance  and
         replacement of both the upper and lower roofs pursuant to Paragraph 7.1
         of this Lease. Lessee and Lessor acknowledge that a portion of the roof
         is currently in a state of disrepair.  Lessee agrees, within sixty (60)
         days after  execution of this Lease, to perform  necessary  maintenance
         and repairs that will bring the roof into a good  operating  condition.
         Those repairs  shall exclude a re-roofing of the asphalt  built-up roof
         (lower roof).  However,  Lessor  agrees,  one time only, to replace the
         asphalt  built-up roof (lower roof) only,  consisting of  approximately
         120,000 square feet,  when needed,  as determined by Lessor in its sole
         discretion,  after  consideration  to  normal  maintenance  and  repair
         performed by Lessee as provided above. The cost to Lessor for such roof
         replacement shall not exceed $220,000.  If the cost to replace the same
         shall exceed $220,000, any such excess will be paid by Lessee.

     (2) Lessee  agrees  that  on the  date  of  completion  of the  lower  roof
         replacement (the "Roof Completion Date"), the Lease shall automatically
         be  extended by ten (10) years to the date that is ten (10) years after
         the  Roof  Completion  Date,  however,  the  term of this  Lease in the
         aggregate shall not exceed a total of fifteen (15) years,  (i.e. if the
         roof is replaced in the second year of this Lease,  then the Lease term
         will be twelve  (12)  years,  however,  if the roof is  replaced in the
         sixth year of the Lease or any time  thereafter,  then the total  lease
         term will be fifteen (15) years.

<PAGE>
III. ASPHALT AND  CONCRETE REPAIRS.

     LESSEE AND LESSOR  ACKNOWLEDGE  THAT THE  ASPHALT IS  CURRENTLY  IN NEED OF
     CERTAIN  REPAIRS  AND  MAINTENANCE.  LESSEE  AGREES TO  PERFORM  REASONABLY
     REQUIRED REPAIRS IN A GOOD WORKMAN-LIKE MANNER IN ACCORDANCE WITH PARAGRAPH
     7.3 OF THIS LEASE WITHIN 100 DAYS AFTER THE DATE OF THIS LEASE.

IV.  LNG.

     Landlord gives its approval for Tenant to install an LNG fueling station on
     the south portion of the land, subject to all appropriate  governmental and
     environmental  regulations.  The  installation  and  maintenance of the LNG
     fueling  station  shall  be  the  sole  responsibility  of the  Tenant.  In
     addition, Lessor hereby consents to Lessee's handling and storage of LNG on
     the  Premises,   subject  to  applicable   governmental  and  environmental
     regulations with no additional security deposit.

V.   SECURITY DEPOSIT.

     The  following  language  shall be added to the end of paragraph 1.7 of the
     Lease,  "Security Deposit shall be held as follows:  one-third ($38,840.63)
     in cash with Landlord and two-thirds  ($77,681.26)  in the form of a Letter
     of Credit.  The Letter of Credit must be from an institution  and in a form
     approved by the Lessor.  Such approval shall not be unreasonably  withheld.
     If after  thirty-six  (36)  months  after the  commencement  of this Lease,
     Lessee is not nor has not been in  default  under the terms of this  Lease,
     then the  Security  Deposit  will be reduced by one  month's  initial  rent
     ($38,840.63), and if after sixty (60) months after the commencement of this
     Lease,  Lessee is not nor has not been in  default  under the terms of this
     lease,  then the Security  Deposit  shall be reduced by an  additional  one
     month's initial rent ($38,840.63),  leaving ($38,840.63) held as a security
     deposit in the form of cash."

VI.  INSURING PARTY.

     The  following  language  shall be added to the end of paragraph 1.9 of the
     Lease,  "If Lessee can provide  Lessor with a written  estimate which shows
     that Lessee can obtain the insurance coverage required under paragraph 8 of
     this  Lease at a cost  which is less than the cost  incurred  by Lessor for
     such insurance coverage, Lessee shall be the Insuring Party and will remain
     the  Insuring  Party  for so long as the  cost of such  required  insurance
     coverage  remains  less than the cost to Lessor to provide  such  insurance
     coverage, and for such time as Lessee is the Insuring Party, Lessee will be
     obligated  to promptly  notify  Lessor of the annual  renewal  cost of such
     insurance within thirty (30) days of such renewal date."

VII. HAZARDOUS SUBSTANCES

    1.   Consent  to Use of LNG  and other Hazardous Substances by Lessee on the
         Premises.

         The following language shall be added to the end of paragraph 6.2(a) of
     the Lease,  "Lessor  hereby  acknowledges  that Lessee  uses the  following
     Hazardous  Substances,  as  detailed in Exhibit  B, in connection  with its
     normal business operation on, in and about the Premises and Lessor consents
     to the permitted Use of the Premises,  including the use by Lessee, of such
     Hazardous  Substances in the conduct of Lessee's Normal business operations
     in accordance with this Section 6.2(a), subject to the terms and conditions
     imposed by this Article 6. Lessee shall,  on the  anniversary  date of this
     Lease, provide Lessor with a list of all Hazardous Substances listed above,
     and Lessor shall have the right to reasonably  request further  information
     from  Lessee  regarding  the same.  The use by Lessee  in the  Premises  of
     Hazardous  Substances  other than those Hazardous  Substances  specifically
     mentioned  above  shall  require  Lessee to obtain the consent of Lessor in
     accordance with Section 6.2(a)."

    2.   Duty to Inform Lessor

         Paragraph  6.2(b) of the Lease  shall be  replaced  with the  following
     language,  "If Lessee knows,  or has  reasonable  cause to believe,  that a
     Hazardous  Substances  other than  minimum  quantities  of the same used by
     Tenant in the  ordinary  course of the conduct of its business as permitted
     hereunder or other than as previously  consented to by Lessor in accordance
     with the terms of Section 6.2, or a condition  involving or resulting  from
     such Hazardous Substances has come to be located in, on, under or about the
     premises,  Lessee shall  immediately  give  written  notice of such fact to
     Lessor.  Lessee  shall also  immediately  give Lessor a copy of any initial
     statement,  report,  notice  or  documentation  sent  by  any  governmental
     authority or private  party or persons  entering or occupying the Premises,
     with  regards to the same,



                                       12

<PAGE>
<PAGE>


     and shall  provide  Lessor  and its  lender  with  access,  during  regular
     business  hours and upon  reasonable  notice to Lessee,  to Lessee's  files
     containing  any  statement,  report,  notice,  registration,   application,
     permit,  business plan,  license,  claim,  action or proceeding given to or
     received  from any  governmental  authority  or  private  party,  or person
     entering  or  occupying  the  Premises,  concerning  the  presence,  spill,
     release,   discharge  of,  or  exposure  to,  any  Hazardous  Substance  or
     contamination  in on, or about the  Premises,  including but not limited to
     all such documents as may be involved in any Reportable  Uses involving the
     Premises  for review by Lessor or its lender or  mortgagee  during  regular
     business hours and upon reasonable notice to Lessee."

    3.   Inspections; Compliance

         The  following  language  shall be added to the end of paragraph 6.4 of
     the Lease,  "In the event that Lessor,  and/or Lessor's  Lender  reasonably
     determine that an  environmental  inspection is necessary due to the nature
     of  Lessee's  business  and  the  use  of the  property,  then  a  Phase  I
     Environmental  Study  shall be  ordered at  Lessee's  cost at a cost not to
     exceed the  competitive  market  cost.  If the results of the Phase I study
     require that a Phase II Environmental  Study is necessary,  then this study
     shall be  ordered  at  Lessee's  cost,  again at a cost not to  exceed  the
     competitive  market  cost.  Lessor must approve any  environmental  testing
     company to be used for this purpose."

VIII. MECHANIC'S LIENS

     The following language shall be added to the end of paragraph 7.3(c) of the
     Lease,  "Notwithstanding  the foregoing if, within a reasonable  time after
     any mechanic's lien is filed against the Premises,  Lessee:  (1) procures a
     substitution bond pursuant to C.R.S.  Section 38-22-131 approved by a judge
     of the District  Court with which such bond or  undertaking  is filed in an
     amount  equal to one and  one-half  times the amount of the lien plus costs
     allowed to date, and (2) in accordance with C.R.S.  Section 38-22-132,  the
     lien  against  the  Premises  is  discharged  and  released in full and the
     subject bond is  substituted  therefor by the Court,  then Lessor shall not
     (under such  circumstances)  require Lessee to pay Lessor's attorneys' fees
     and costs in  participating in such action if Lessor shall decide to do so.
     Copies of the  above-referenced  Colorado  statues are  attached  hereto as
     Exhibit A."



                                       13

<PAGE>
<PAGE>




                                   EXHIBIT "A"

38-22-131. SUBSTITUTION OF BOND ALLOWED. (1) Whenever a mechanic's lien has been
    filed  in  accordance  with  this  article,  the  owner,  whether  legal  or
    beneficial,  of any interest in the property subject to the lien may, at any
    time,  file with the clerk of the district  court of the county  wherein the
    property is situated a corporate surety bond or any other  undertaking which
    has  been  approved  by a judge of said  district  court.

    (2) Such bond or  undertaking  plus  costs  allowed  to date  shall be in an
        amount equal to one and one-half times the amount of the lien plus costs
        allowed to date and shall be approved by a judge of the  district  court
        with which such bond or undertaking is filed.

    (3) The bond or undertaking  shall be conditioned that, if the lien claimant
        shall be finally  adjudged to be entitled to recover upon the claim upon
        which his lien is based, the principal or his sureties shall pay to such
        claimant the amount of his judgment,  together with any interest, costs,
        and other sums which such claimant would be entitled to recover upon the
        foreclosure of the lien.

        Source: L. 75, p.1425,  'SS' 5.

38-22-132.  LIEN TO BE  DISCHARGED.  Notwithstanding  the  provisions of section
    38-22-119,  upon the filing of a bond or  undertaking as provided in section
    38-22-131,  the lien against the property shall be forthwith  discharged and
    released  in  full,  and  the  real  property  described  in  such  bond  or
    undertaking  shall be released from the lien and from any action  brought to
    foreclose such lien, and the bond or undertaking  shall be substituted.  The
    clerk of the  district  court with which such bond or  undertaking  has been
    filed shall issue a  certificate  of release  which shall be recorded in the
    office  of the  clerk  and  recorder  of the  county  wherein  the  original
    mechanic's  lien was filed,  and the  certificate of release shall show that
    the property has been released from the lien and from any action  brought to
    foreclose such lien.



                                       14

<PAGE>
<PAGE>



                               OPTION(S) TO EXTEND

                                   ADDENDUM TO

                                 STANDARD LEASE

DATED          June 19, 1996

BY AND BETWEEN (LESSOR)       3811 Partners,  LLLP, a Colorado limited liability
                              limited  partnership, Jerome A. Lewis
   and

                              Martha Dell Lewis, and Pacifica Joliet Industrial,
                              LLC,  a  Colorado  limited  liability  company, as
                              Tenants-in-Common, dba PRL Joliet

               (LESSEE)       Cryenco Sciences, Inc.

PROPERTY ADDRESS:             3811 Joliet Street, Denver, Colorado

Paragraph ________

A.    OPTION(S) TO EXTEND:

      Lessor  hereby  grants  lessee the option to extend the term of this Lease
      for 2 additional 60 month period(s) commencing when the prior term expires
      upon each and all of the following terms and conditions:

(i)   Lessee  gives  to Lessor,  and Lessor actually receives on a date which is
      prior to the date that the option period would  commence (if exercised) by
      at least 6 and not more than 9 months, a written notice of the exercise of
      the option(s) to extend this Lease for said additional term(s), time being
      of essence.  If said  notification  of the  exercise of said  option(s) is
      (are) not so given and received, the option(s) shall automatically expire;
      said option(s) may (if more than one) only be exercised consecutively;

(ii)  The  provisions  of paragraph  39,  including  the  provision  relating to
      default of Lessee set forth in paragraph 39.4 of this Lease and conditions
      of this Option;

(iii) All of the terms and  conditions  of this Lease except where  specifically
      modified by this option shall apply;

(iv)  The  monthly rent for each month of the option  period shall be calculated
      as follows, using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

    [X] 1. COST OF LIVING ADJUSTMENT(S) (COL)

    (a) On (Fill in COL Adjustment  Date(s):  the commencement date of the first
        option period and every two (2) years  thereafter,  monthly rent payable
        under  paragraph  1.5  ("Base  Rent")  of the  attached  Lease  shall be
        adjusted by the change,  if any, from the Base Month specified below, in
        the Consumer  Price Index of the Bureau of Labor  Statistics of the U.S.
        Department  of Labor for (select  one):  CPI W (Urban  Wage  Earners and
        Clerical  Workers)  or |X| CPI U (All Urban ,  Consumers),  for (Fill in
        Urban  Area):  the  City and  County  of  Denver,  Colorado,  All  Items
        (1982-1984 = 100),  herein  referred to as "C.P.I." The same minimum and
        maximum  parameters for calculation of the CPI increases provided for in
        the original  term,  Addendum A,  Paragraph I(1) shall be applicable for
        all option periods.

    (b) The monthly rent payable in  accordance  with  paragraph  A1(a) above of
        this Addendum shall be calculated as follows: the Base Rent set forth in
        paragraph 1.5 of the attached  Lease,  shall be multiplied by a fraction
        the numerator of which shall be the C.P.I. of the calendar month 2 (two)
        months prior to the month(s)  specified in paragraph  A1(a) above during
        which the  adjustment is to take effect,  and the  denominator  of which
        shall be the C.P.I.  of the calendar month which is two (2) months prior
        to (select  one):  [X] the first  month of the term of this Lease as set
        forth in paragraph 1.3 ("Base  Month") or (Fill in other "Base  Month"):
        ______________________.  The sum so calculated  shall constitute the new
        monthly rent hereunder, but in no event, shall any such new monthly rent
        be less than the rent payable for the month  immediately  preceding  the
        date for rent adjustment.

    (c) In the event the compilation  and/or  publication of the C.P.I. shall be
        transferred to any other governmental  department or bureau or agency or
        shall be discontinued, then the index most nearly the same as the C.P.I.
        shall be used to make such  calculation.  In the event  that  Lessor and
        Lessee cannot agree on such alternative  index, then the matter shall be
        submitted  for  decision  to the  American  Arbitration  Association  in
        accordance  with the then rules of said  association and the decision of
        the  arbitrators  shall be binding  upon the  parties.  The cost of said
        Arbitrators shall be paid equally by Lessor and Lessee.


B.  NOTICE:  Unless specified otherwise herein, notice of any escalation's other
    than Fixed Rental  Adjustments shall be made as specified in paragraph 23 of
    the attached Lease.

C.  BROKER'S FEE:


                                       15

<PAGE>
<PAGE>


    The Real Estate  Brokers  specified in paragraph  1.10 of the attached Lease
    shall  be paid a  Brokerage  Fee for  each  adjustment  specified  above  in
    accordance with paragraph 15 of the attached Lease.







Initials: ________________                           Initials: _________________

          ________________                                     _________________

                               OPTION(S) TO EXTEND

                                   PAGE 2 OF 2

NOTICE:  These forms are often modified to meet changing requirements of law and
         Industry needs. Always write or call to make sure you are utilizing the
         most current form:  American  Industrial Real Estate  Association,  345
         South Figueroa Street, Suite M-1 Los Angeles, CA 90071. (213) 687-8777.
         Fax No. (213) 687-8616.



                                       16

<PAGE>
<PAGE>





                                   EXHIBIT "B"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                         NFPA RATINGS
                                                 --------------------------------------------------------------
    PRODUCT          CAS #            TYPE          HEALTH       FLAMMABILITY     REACTIVITY        OTHER
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                   <C>            <C>             <C>            <C>
Nitric Acid      7697-37-2       ACID                  3              0               0              CORR
---------------------------------------------------------------------------------------------------------------
Ethylene Glycol  107-21-1        COOLENT               2              0               0
---------------------------------------------------------------------------------------------------------------
LNG              8006-14-2       CRYOGENIC             1              4               0
---------------------------------------------------------------------------------------------------------------
Nitrogen, Liquid 7727-37-9       CRYOGENIC             3              0               0
---------------------------------------------------------------------------------------------------------------
SKC-NF Cleaner                   DYE                   0              0               0
---------------------------------------------------------------------------------------------------------------
SKD-NF Developer                 DYE                   0              0               0
---------------------------------------------------------------------------------------------------------------
SKL-HF/S Penetrant               DYE                   0              0               0
---------------------------------------------------------------------------------------------------------------
Steel Blue, DX-100               DYE                   0              0               0
---------------------------------------------------------------------------------------------------------------
Steel Blue, SP-100               DYE                   0              0               0
---------------------------------------------------------------------------------------------------------------
Fuel Oil         000126-00-0     FUEL                  2              2               0
---------------------------------------------------------------------------------------------------------------
Fuel Oil, #2-D   000169-00-0     FUEL                  2              2               0
---------------------------------------------------------------------------------------------------------------
Gas/Oil Blend    64741-44-2      FUEL                  2              2               0
---------------------------------------------------------------------------------------------------------------
Gasoline         8006-61-9       FUEL                  1              3               0
---------------------------------------------------------------------------------------------------------------
Kerosene         8008-20-6       FUEL                  1              2               0
---------------------------------------------------------------------------------------------------------------
Acetylene                        GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Air, Compressed  000016-00-0     GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Ar+1 Gas Mix                     GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Ar+2 Gas Mix                     GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Argon            7440-37-1       GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Blueshield #1                    GAS                   0              0               0
#3, (Ari in HE)
---------------------------------------------------------------------------------------------------------------
Blueshield  #4,                  GAS                   0              0               0
#5 (02 in AR)
---------------------------------------------------------------------------------------------------------------
Carbon Dioxed    124-38-9        GAS                   1              0               0
---------------------------------------------------------------------------------------------------------------
Carbon Monoxide  630-08-0        GAS                   3              3               0
---------------------------------------------------------------------------------------------------------------
Helium                           GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Nitrogen         7727-37-9       GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
O2 +1 Gas Mix                    GAS                   0              0               0
---------------------------------------------------------------------------------------------------------------
Oxygen           7782-44-7       GAS                   0              0               0              OXY
---------------------------------------------------------------------------------------------------------------
Propane          115-07-1        GAS                   0              4               1
---------------------------------------------------------------------------------------------------------------
Dicaperl                         INSULATION            0              0               0
---------------------------------------------------------------------------------------------------------------
Persolite                        INSULATION            0              0               0
---------------------------------------------------------------------------------------------------------------
ATF                              LUBRICANT             0              0               0
---------------------------------------------------------------------------------------------------------------
Bel-Ray FC-1245                  LUBRICANT             0              0               0
Grease
---------------------------------------------------------------------------------------------------------------
Cutting Fluid                    LUBRICANT             0              0               0
---------------------------------------------------------------------------------------------------------------
High Vacuum                      LUBRICANT             0              0               0
Grease
---------------------------------------------------------------------------------------------------------------
Hydraulic Oil                    LUBRICANT             0              0               0
---------------------------------------------------------------------------------------------------------------
Kyrotox, 240                     LUBRICANT             1              0               0
series Grease
---------------------------------------------------------------------------------------------------------------
Lubriplate 1200-2                LUBRICANT             0              0               0
Grease
---------------------------------------------------------------------------------------------------------------
Lubriplate 630-2                 LUBRICANT             0              0               0
Grease
---------------------------------------------------------------------------------------------------------------
Motor Oil        000034-00-0     LUBRICANT             2              1               0
---------------------------------------------------------------------------------------------------------------
Trim Sol                         LUBRICANT             0              0               0
---------------------------------------------------------------------------------------------------------------
WD-40                            LUBRICANT             2              2               0
---------------------------------------------------------------------------------------------------------------
Paint                            PAINT                 0              0               0
---------------------------------------------------------------------------------------------------------------
Paint Related                    PAINT                 0              0               0
Products
---------------------------------------------------------------------------------------------------------------
Epoxy Thinner                    SOLVENT               0              0               0
---------------------------------------------------------------------------------------------------------------
Isopropyl        67-63-0         SOLVENT               2              3               0
Alcohol 99%
---------------------------------------------------------------------------------------------------------------
MEK              78-93-3         SOLVENT               2              3               0
---------------------------------------------------------------------------------------------------------------
Trichloroethylene79-01-6         SOLVENT               3              3               0
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       17

<PAGE>