<PAGE>
                                                                    Exhibit 10.2




                                      LEASE


                                     BETWEEN


                  PHOENIX INDUSTRIAL INVESTMENT PARTNERS, L.P.
                         AN ARIZONA LIMITED PARTNERSHIP


                                   AS LANDLORD


                                       AND


                             SPEEDFAM - IPEC, INC.,
                             AN ILLINOIS CORPORATION


                                    AS TENANT
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
1.   DEFINITIONS..........................................................     1
2.   LEASED PREMISES......................................................     4
3.   TERM.................................................................     4
4.   RENT.................................................................     4
5.   ADDITIONAL CHARGES...................................................     5
6.   LATE CHARGES AND INTEREST............................................     5
7.   USE OF LAND PREMISES.................................................     6
8.   TRIPLE NET LEASE.....................................................     6
9.   MAINTENANCE AND REPAIRS..............................................     6
10.  TENANT'S EQUIPMENT...................................................     7
11.  ALTERATIONS AND ADDITIONS............................................     7
12.  IMPOSITIONS..........................................................    10
13.  COMPLIANCE WITH REQUIREMENTS.........................................    10
14.  LIENS................................................................    10
15.  PERMITTED CONTESTS...................................................    11
16.  NO CLAIMS AGAINST LANDLORD...........................................    11
17.  INDEMNIFICATION BY TENANT............................................    11
18.  UTILITIES............................................................    12
19.  INSURANCE............................................................    12
20.  DAMAGE TO OR DESTRUCTION OF LEASED PREMISES..........................    15
21.  EMINENT DOMAIN.......................................................    16
22.  PERFORMANCE ON BEHALF OF TENANT......................................    18
23.  ASSIGNMENTS AND SUBLEASES............................................    18
24.  EVENTS OF DEFAULT; TERMINATION.......................................    24
25.  ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS ......................    29
26.  SUBORDINATION AND ATTORNMENT.........................................    31
27.  OPTIONS TO EXTEND....................................................    31
28.  APPRAISAL............................................................    32
29.  RIGHT OF ENTRY.......................................................    33
30.  NOTICES..............................................................    33
31.  SURRENDER............................................................    34
32.  BROKER...............................................................    34
33.  WAIVER...............................................................    35
34.  NO PARTNERSHIP.......................................................    35
</TABLE>
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
35.  PARTIAL INVALIDITY...................................................    35
36.  RECORDING............................................................    35
37.  HAZARDOUS MATERIALS..................................................    35
38.  HOLDING OVER.........................................................    39
39.  AUTHORITY............................................................    39
40.  PARKING..............................................................    39
41.  QUIET TITLE .........................................................    39
42.  BENEFIT..............................................................    39
43.  SIGNAGE..............................................................    39
44.  TELECOMMUNICATIONS...................................................    39
45.  APPROVALS AND CONSENTS...............................................    40
46.  SECURITY DEPOSIT.....................................................    40
47.  MISCELLANEOUS........................................................    40
</TABLE>
<PAGE>
                                      LEASE

      THIS LEASE is made and entered into as of the ______ day of
________________, 2002, ("LEASE EXECUTION DATE") by and between Phoenix
Industrial Investment Partners, L.P., an Arizona limited partnership
(hereinafter called "LANDLORD"), and SpeedFam - IPEC, Inc., an Illinois
corporation (hereinafter called "TENANT").

                                    RECITALS

      A.    Concurrently herewith, Landlord purchased from Tenant that certain
            real property commonly known as 300 North 56th Street and 305 North
            54th Street, Chandler, Arizona, more fully described on the attached
            Exhibit A ("PROPERTY ").

      B.    As part of the aforementioned acquisition, Landlord desires to lease
            to Tenant, and Tenant desires to lease from Landlord, the Leased
            Premises (as defined hereinafter) upon the terms and conditions
            hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

                              W I T N E S S E T H:

      In consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:

      1.    DEFINITIONS. As used in this Lease the following terms shall have
            the following respective meanings:

            a.    Additional Charges: as defined in Section 5.

            b.    Affiliate, Subsidiary or Successor: as defined in Section 23.

            c.    Alteration or Alterations: as defined in Section 11.

            d.    Appraisal: as defined in Section 28.

            e.    Base Rent: as defined in Section 4.

            f.    Business Days: any day which is not a Saturday, Sunday or
                  federal, state or local holiday.

            g.    Capital Improvement: as defined in Section 9.

            h.    Cost(s) and Expense(s): all costs, expenses and fees of every
                  kind and nature, including without limitation reasonable
                  attorneys' fees, court costs, experts' fees, consultants' fees
                  and all other expenses arising from or connected with
                  threatened or pending actions, suits, claims, demands or
                  proceedings.

            i.    Default: as defined in Section 24.

            j.    Default Rate: the lesser of (i) four (4) points above the then
                  prime rate of interest as announced from time to time by Bank
                  One, Arizona, NA, a national banking association, or its
                  successor; and (ii) the highest rate permitted by applicable
                  law.


                                  Page 1 of 42
<PAGE>
            k.    Fair Market Rental: as defined in Section 28.

            l.    Hazardous Materials: as defined in Section 37.

            m.    Impositions: Any of the following which at any time during or
                  in respect of the Lease Term may be charged, assessed, levied,
                  confirmed or imposed on or be a lien upon (y) the Leased
                  Premises or any part thereof or any Rent or other payments
                  paid to Landlord pursuant to this Lease or subleases of the
                  Leased Premises, or any part thereof, by anyone claiming by,
                  through or under Tenant; or (z) any occupancy, use or
                  possession of or activity conducted on the Leased Premises or
                  any part thereof: all taxes including, without limitation, (i)
                  Real Property Taxes; (ii) sales, transaction privilege,
                  license, excise, rent or similar taxes and whether imposed on,
                  or measured by, the Rent, Additional Charges or other payments
                  or consideration in any form for which Tenant is obligated by
                  reason of the privilege of renting or of Tenant's occupancy
                  hereunder, and (iii) all new taxes imposed, levied or charged
                  in lieu of or in addition to existing taxes by virtue of
                  present or future law or governmental authority in connection
                  with the ownership, use, occupancy or possession of the Leased
                  Premises as measured by the Rents, Additional Charges or other
                  payments herein provided to be paid by Tenant, or otherwise,
                  assessments (including without limitation, all assessments for
                  public improvements or benefits, whether or not commenced or
                  completed prior to the date hereof and whether or not to be
                  completed within the term hereof, ground rents, contract
                  payments, water, sewer, utility or similar rents, rates and
                  charges, excises, levies, license fees, permit fees,
                  inspection fees and other authorization fees, other charges
                  and other governmental impositions in each case, whether
                  general or special, ordinary or extraordinary, foreseen or
                  unforeseen, of every kind and character (including all
                  interest and penalties thereon). Notwithstanding anything
                  hereinabove to the contrary, Impositions shall not include,
                  and Tenant shall never be obligated to pay, any corporate,
                  estate, inheritance, succession, capital, levy or transfer tax
                  of Landlord or any income, profit or revenue tax, franchise
                  taxes or other similarly imposed taxes of Landlord determined
                  on the basis of general income or revenues (except to the
                  extent a part of the sales, privilege, rent and other taxes
                  described by (ii) of this definition of Impositions) or any
                  interest or penalties in respect thereof.

            n.    Improvements: As defined in Section 2.

            o.    Insurance Requirements: all terms of an insurance policy
                  covering or applicable to the Leased Premises or any part
                  thereof, all requirements of the issuer of any such policy,
                  and all orders, rules, regulations and other requirements of
                  the National Board of Fire Underwriters (or any other body
                  exercising similar functions) applicable to or affecting all
                  or any part of the Leased Premises or any use or condition
                  thereof.

            p.    Lease: this Lease, as at the time amended, modified or
                  supplemented, together with all Exhibits now or hereafter
                  attached hereto or referenced herein.

            q.    Lease Term: as defined in Section 3.

            r.    Lease Year: Except with regard to the first Lease Year, which
                  first Lease Year shall include the first twelve (12) full
                  calendar months and any partial month at the commencement of
                  the Lease Term (if the Lease commences on a date other than
                  the first of a month), each consecutive twelve (12) month
                  period during the Lease Term, with the first Lease Year
                  commencing simultaneously with the commencement of the Lease
                  Term,



                                  Page 2 of 42
<PAGE>
                  and with each subsequent Lease Year commencing immediately
                  upon the expiration of the immediately preceding Lease Year.

            s.    Leased Premises: as defined in Section 2.

            t.    Legal Requirements: all laws, statutes, codes, acts,
                  ordinances, orders, judgments, decrees, injunctions, rules,
                  regulations, permits, licenses, authorizations, directions and
                  requirements of all governments, officials and officers,
                  foreseen or unforeseen, ordinary or extraordinary, which now
                  or at any time hereafter may be applicable to all or any part
                  of the Leased Premises or any use or condition thereof.

            u.    Month or Monthly: each calendar month beginning or ending
                  during the Lease Term.

            v.    Option or Options: as defined in Section 27.

            w.    Option Date: as defined in Section 27.

            x.    Qualified Appraiser: as defined in Section 28.

            y.    Real Property Taxes: all taxes, assessments, levies, and other
                  charges of any kind or nature whatsoever, general and special,
                  foreseen and unforeseen (including all installments of
                  principal and interest required to pay any existing or future
                  general or special assessments for public improvements,
                  services or benefits, and any increases resulting from
                  reassessments resulting from a change in ownership, new
                  construction, or any other cause), now or hereafter imposed by
                  any governmental or quasi-governmental authority or special
                  district having the direct or indirect power to tax or levy
                  assessments, which are levied or assessed against, or with
                  respect to the value, occupancy or use of all or any portion
                  of the Leased Premises (as now constructed or as may at any
                  time hereafter be constructed, altered or otherwise changed)
                  or Landlord's interest therein, the fixtures, equipment and
                  other property of Landlord, real or personal, that are an
                  integral part of and located on the Leased Premises, the gross
                  receipts, income, or rentals from the Leased Premises, or the
                  use of parking areas, public utilities, or energy within the
                  Leased Premises, or Landlord's business of leasing the Leased
                  Premises. If at any time during the Lease Term the method of
                  taxation or assessment of the Leased Premises prevailing as of
                  the Effective Date shall be altered so that in lieu of or in
                  addition to any Real Property Taxes described above there
                  shall be levied, assessed or imposed (whether by reason of a
                  change in the method of taxation or assessment, creation of a
                  new tax or charge, or any other cause) an alternate or
                  additional tax or charge (i) on the value, use or occupancy of
                  the Leased Premises or Landlord's interest therein, or (ii) on
                  or measured by the gross receipts, income or rentals from the
                  Leased Premises, on Landlord's business of leasing the Leased
                  Premises, or computed in any manner with respect to the
                  operation of the Leased Premises, then any such tax or charge,
                  however designated, shall be included within the meaning of
                  the term "REAL PROPERTY TAXES" for purposes of this Lease.
                  "Real Property Taxes" shall also include any costs and
                  expenses incurred by Landlord in connection with appealing
                  and/or contesting any Real Property Taxes.

            z.    Rent: shall mean, collectively, Base Rent, Additional Charges,
                  Impositions, late charges and all other payments of money
                  payable to Landlord under this Lease, whether or not such
                  payments are specifically denominated as rent hereunder.

            aa.   Restoration: as defined in Section 20(b).


                                  Page 3 of 42
<PAGE>
            bb.   SNDA: as defined in Section 26.

            cc.   Tenant's Equipment: all personal property, furniture,
                  furnishings, business or trade fixtures and equipment now or
                  hereafter in or about the Leased Premises or any part thereof,
                  which are the property of Tenant or any permitted sublessee or
                  assignee of Tenant, the Alteration or removal of which shall
                  be in accordance with Section 10. Without limiting the
                  generality of the foregoing, Tenant's Equipment shall include
                  that property listed on the attached Exhibit B.

            dd.   Third Appraiser: as defined in Section 28.

            ee.   Unavoidable Delays: delays due to strikes, acts of God, labor
                  disputes, fire, earthquakes, floods, explosion, out of the
                  ordinary actions of the elements, invasion, war, insurrection,
                  sabotage, inability to procure or general shortage of labor,
                  equipment, facilities, materials, or supplies in the open
                  market, failure of transportation, lockouts, actions of labor
                  unions, laws or orders of governmental, civil, military or
                  naval authorities, governmental restrictions, enemy action,
                  riot, civil commotion, unavoidable casualty, or other causes
                  (whether similar or dissimilar) beyond the control of the
                  obligated party hereto, financial inability excepted.

      2.    LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
            leases from Landlord, the Property together with all improvements,
            buildings, fixtures and structures ("IMPROVEMENTS") as now or
            hereafter existing, constructed or altered thereon and all
            appurtenances thereto (collectively, the "LEASED PREMISES"). Tenant
            acknowledges that Tenant is the prior owner of the Leased Premises,
            that this Lease is part of a sale-leaseback transaction and Tenant
            is intimately familiar with all aspects of the Leased Premises and
            that this Lease is on an "as is", "where is" and "with all faults"
            basis.

      3.    TERM. The term of this Lease ("LEASE TERM") shall commence on
            _________________________, 2002, and shall end on the last day of
            the one hundred eightieth (180th) full calendar month after
            commencement of the Lease Term, which expiration date is
            ____________________, 2017, subject to the Options to extend
            hereinafter set forth or earlier termination pursuant to the terms
            of this Lease.

      4.    RENT. Tenant shall pay to Landlord as base monthly rent ("BASE
            RENT") for the Leased Premises as follows:

<TABLE>
<S>                                                   <C>
      Lease Year 1                                    $250,000.00 per month
      Lease Year 2                                    $255,000.00 per month
      Lease Year 3                                    $260,100.00 per month
      Lease Year 4                                    $265,302.00 per month
      Lease Year 5                                    $270,608.04 per month
      Lease Year 6                                    $276,020.20 per month
      Lease Year 7                                    $281,540.60 per month
      Lease Year 8                                    $287,171.42 per month
      Lease Year 9                                    $292,914.85 per month
      Lease Year 10                                   $298,773.14 per month
      Lease Year 11                                   $304,748.61 per month
      Lease Year 12                                   $310,843.58 per month
      Lease Year 13                                   $317,060.45 per month
      Lease Year 14                                   $323,401.66 per month
      Lease Year 15                                   $329,869.69 per month
</TABLE>


                                  Page 4 of 42
<PAGE>
            Base Rent shall be payable in advance of the first day of each Month
            during the Lease Term; provided, however, if the Lease Term
            commences on a day other than the first day of a Month, Tenant shall
            pay to Landlord concurrently with the commencement of the Lease
            Term, the Base Rent for such partial Month on a pro-rated basis
            calculated using a thirty (30) day month. The Base Rent and all
            other sums payable to Landlord hereunder shall be paid by good check
            payable in currency of the United States of America as at the time
            shall be legal tender for the payment of public and private debts,
            at the Landlord's address specified for notices in Section 30, or at
            such other place as Landlord may designate in writing from time to
            time. Such payments shall be made without any abatement, deduction
            or offset whatsoever, and without any prior demand therefor. In the
            event that the Lease Term is terminated for any reason on a date
            other than the last day of a calendar month, on the first day of the
            last calendar month of the Lease Term Tenant shall pay to Landlord
            as Base Rent for the period from said first day of said last
            calendar month to and including the last day of the Lease Term that
            proportion of the monthly Base Rent hereunder which the number of
            days between said first day of said last calendar month and the last
            day of the term hereof bears to thirty (30). If a check of Tenant's
            is dishonored for insufficient funds, Landlord may require Tenant to
            make future payments due hereunder via electronic transfer or
            cashier's check.

      5.    ADDITIONAL CHARGES. Tenant also shall pay from time to time during
            the Lease Term as additional charges ("ADDITIONAL CHARGES"):

            a.    all amounts and obligations other than Base Rent which Tenant
                  herein assumes or agrees to pay, including without limitation
                  all Impositions; and

            b.    interest at the Default Rate on such of the foregoing amounts
                  and obligations other than Base Rent as are payable to
                  Landlord which are not paid on or before the fifth (5th) day
                  after written notice by Landlord to Tenant that such amount is
                  due, with such interest to accrue from each date that such
                  amount was due until paid.

      6.    LATE CHARGES AND INTEREST. Tenant acknowledges that late payment by
            Tenant to Landlord of Rent under this Lease will cause Landlord to
            incur costs not contemplated by this Lease, the exact amount of
            which is extremely difficult or impracticable to determine. Such
            costs include, but are not limited to, processing and accounting
            charges, late charges that may be imposed on Landlord by the terms
            of any mortgage or deed of trust secured by the Leased Premises.
            Therefore, if any installment of Base Rent or any payment of
            Additional Charges, Impositions or other rent due from Tenant is not
            received by Landlord in good funds by the applicable due date,
            Tenant shall pay to Landlord an additional sum equal to five percent
            (5%) of the amount overdue as a late charge. The parties acknowledge
            that this late charge represents a fair and reasonable estimate of
            the costs that Landlord will incur by reason of late payment by
            Tenant. In no event shall this provision for a late charge be deemed
            to grant to Tenant a grace period or extension of time within which
            to pay any Rent or prevent Landlord from exercising any right or
            remedy available to Landlord upon Tenant's failure to pay any Rent
            due under this Lease in a timely fashion, including any right to
            terminate this Lease as set forth elsewhere herein. If any Base Rent
            remains delinquent for a period in excess of five (5) days then, in
            addition to such late charge, Tenant shall pay to Landlord interest
            on any Base Rent, Rent and/or Additional Charges that is not paid
            when due at the Default Rate following the date such amount became
            due until paid.

      7.    USE OF LEASED PREMISES. Tenant may use the Leased Premises for any
            lawful purpose permitted by applicable zoning, building and other
            Legal Requirements of municipal, state or


                                  Page 5 of 42
<PAGE>
            federal authorities now in force, or which hereafter may be in force
            with respect to the Leased Premises'. Tenant will not commit, omit
            or permit any act, condition or event which is contrary to any Legal
            Requirement or Insurance Requirement. Tenant shall not commit any
            waste in or about the Leased Premises, and Tenant shall keep the
            Leased Premises in a neat, clean, attractive and orderly condition,
            free of any nuisances.

      8.    TRIPLE NET LEASE. This Lease shall be deemed an absolute triple net
            lease and Tenant shall do all acts and make all payments connected
            with or arising out of any use or occupation of the Leased Premises,
            or any part thereof, whether now or hereafter existing, levied or
            imposed, and whether foreseen or unforeseen. Landlord shall not be
            obligated to perform any acts or be subject to any liabilities or to
            make any payments except as otherwise specifically and expressly
            provided in this Lease.

      9.    MAINTENANCE AND REPAIRS.

            a.    Tenant at its sole Cost and Expense will keep in good, clean,
                  first class and operable condition the Leased Premises and
                  every part thereof, including, but not limited to, all
                  plumbing, heating, roof, parking lot, ventilation, air
                  conditioning and electrical systems and equipment in, on or
                  serving the Leased Premises, windows, doors, floors, interior
                  walls, the roof, exterior walls, ceiling and basement which
                  are part of the Leased Premises, and will make or cause to be
                  made all necessary or appropriate repairs, replacements or
                  renewals thereof, whether interior or exterior, structural or
                  non- structural, ordinary or extraordinary, foreseen or
                  unforeseen, capital or ordinary.

            b.    In addition to the foregoing, Tenant shall be required to make
                  such repairs, maintenance and replacements at such reasonable
                  intervals as the parties may agree, which intervals are
                  initially designated on Exhibit D. Tenant will maintain a
                  software package that schedules all preventative maintenance
                  procedures with the settings consistent with those set forth
                  on Exhibit D. Such repairs, maintenance and replacements shall
                  be done in a good, workmanlike and first class manner. If
                  Landlord so requires, Tenant shall obtain Landlord's consent,
                  which shall not be unreasonably withheld, as to the selection
                  of contractors prior to commencement of such work. Subject to
                  Tenant's right to use internal personnel for repair,
                  replacement and maintenance obligations, Tenant shall contract
                  for regular maintenance and upkeep for landscaping, elevators,
                  janitorial and the HVAC system, and shall provide Landlord
                  with copies of such concurrently herewith and within five (5)
                  business days after Landlord's request. If Landlord and/or a
                  successor in interest to Tenant shall be bound by such
                  contracts, such contracts shall include a clause that makes
                  them terminable upon thirty (30) days written notice from
                  Landlord. Unless Tenant has contracted for repair, replacement
                  and maintenance obligations with a third- party, at all times
                  during the Lease Term, Tenant shall maintain internal
                  maintenance personnel adequate to maintain the Leased Premises
                  in good, clean, first class and operable condition. If Tenant
                  does not maintain such internal maintenance personnel, as
                  Landlord shall reasonably determine, Tenant shall enter into
                  such maintenance contracts on such terms and conditions as
                  Landlord shall reasonably require.

            c.    Tenant shall also cause the Leased Premises to be inspected by
                  a licensed contractor on an annual basis, or at such other
                  times as Landlord shall reasonably designate, and Tenant shall
                  perform, subject to Unavoidable Delays, within forty five (45)
                  days after the presentation of the contractor's findings, all
                  repairs, maintenance and replacements designated by said
                  contractor. If Landlord so requires, Tenant shall obtain
                  Landlord's consent, which shall not be unreasonably withheld,
                  as to the selection of said contractor.


                                  Page 6 of 42
<PAGE>
                  Tenant shall also cause the roof, parking lot, plumbing and
                  electrical systems to be inspected by a licensed roofing
                  contractor, paving company, plumbing company or electrical
                  company as applicable, on an annual basis, or at such other
                  times as Landlord shall designate and Tenant shall perform,
                  subject to Unavoidable Delays, within forty five (45) days
                  after the presentation of the contractor's findings, all
                  repairs, maintenance and replacements designated by said
                  contractor. Tenant shall provide Landlord with a copy of any
                  reports or findings pursuant to any inspection required
                  hereunder within five (5) business days after Tenant's receipt
                  thereof.

            d.    If Tenant does not timely perform all of its maintenance,
                  repair and replacement obligations as required by the terms of
                  this Lease, Landlord may, but shall have no obligation to,
                  perform such obligations at Tenant's sole Cost and Expense. In
                  such event, Tenant shall reimburse Landlord for all Costs and
                  Expenses associated therewith upon demand, with interest at
                  the Default Rate from date of payment by Landlord. Such sums
                  shall be considered Rent for all purposes hereunder.

            e.    Tenant shall be required to maintain the Leased Premises in a
                  first class condition through the Lease Term, at its sole Cost
                  and Expense. Notwithstanding anything contained herein to the
                  contrary, Tenant shall be solely responsible for all
                  maintenance, repairs and replacements affecting the Leased
                  Premises during the Lease Term and in no event shall Tenant be
                  deemed an agent of Landlord for the purpose of conducting such
                  maintenance, repairs, and replacements without the express
                  written acknowledgement of agency by Landlord.

      10.   TENANT'S EQUIPMENT. All of Tenant's Equipment shall remain the
            property of Tenant, provided that:

            a.    Tenant shall have the right at any time during the Lease Term
                  while not in Default to remove from the Leased Premises all or
                  any part of Tenant's Equipment in or on the Leased Premises
                  without regard to the manner placed on or affixed to the
                  Leased Premises, provided that Tenant at its expense
                  immediately will repair or be obligated for all Costs and
                  Expenses in connection with all damage to the Leased Premises
                  caused by the removal of Tenant's Equipment therefrom.

            b.    Any of Tenant's Equipment not removed by Tenant at its expense
                  within thirty (30) days after the expiration or earlier
                  termination of this Lease or the Lease Term shall be
                  considered abandoned by Tenant and may be appropriated, sold,
                  destroyed, or otherwise disposed of by Landlord without any
                  further notice to Tenant, and without obligation to account
                  therefor. Tenant at its expense will immediately repair or be
                  obligated for all Costs and Expenses in connection with all
                  damage to the Leased Premises caused by any removal of
                  Tenant's Equipment therefrom. Landlord shall not be
                  responsible for any loss of or damage to Tenant's Equipment,
                  except to the extent caused by Landlord's gross negligence or
                  willful acts.

      11.   ALTERATIONS AND ADDITIONS. Tenant shall have the right at any time
            during the Lease Term, at Tenant's sole Cost and Expense, while not
            in Default to make changes, alterations, additions or improvements
            (collectively, "ALTERATIONS", or singularly, an "ALTERATION") in or
            to the Leased Premises, subject to the following:

            a.    Tenant shall not construct any Alterations or otherwise alter
                  the Leased Premises without Landlord's prior written approval,
                  which approval shall not be unreasonably withheld or


                                  Page 7 of 42
<PAGE>
                  delayed, except that provided Tenant complies with each and
                  every other term and condition applicable to Alterations, no
                  approval by Landlord shall be required provided:

                  i.    The cost of the Alteration in question does not cost in
                        excess of Fifty Thousand Dollars ($50,000.00);

                  ii.   The total cost of all Alterations for the Lease Year in
                        which Tenant commences construction of the Alteration in
                        question does not total more than One Hundred Thousand
                        Dollars ($100,000.00); provided, however, that the cost
                        of Alterations costing less than Fifty Thousand Dollars
                        ($50,000.00) shall not apply to the total Alteration
                        amount of One Hundred Thousand Dollars ($100,000.00) for
                        the applicable Lease Year unless and until the total
                        cost of all Alterations for such Lease Year costing less
                        than Fifty Thousand Dollars ($50,000.00) each shall
                        total at least One Hundred Thousand Dollars
                        ($100,000.00), and then, all of such Alterations shall
                        apply to the total Alteration amount for said Lease Year
                        and the Tenant shall be required to obtain Landlord's
                        consent for any and all subsequent Alterations during
                        said Lease Year;

                  iii.  Such Alteration does not affect the structural integrity
                        of the Leased Premises or any base-building system; and

                  iv.   Such Alteration does not adversely affect the future
                        leaseability of the Leased Premises to a subsequent
                        lessee.

                  Except for any Alterations permitted under this Section 11(a)
                  without Landlord's consent, Tenant shall not construct any
                  Alteration until Landlord has approved in writing the plans
                  and specifications therefor, and such Alteration shall be
                  constructed substantially in compliance with such approved
                  plans and specifications by a licensed contractor first
                  approved by Landlord (who shall not unreasonably withhold,
                  condition or delay its approval of any such contractor). All
                  Alterations constructed by Tenant shall be constructed by a
                  reputable licensed contractor in a good and workmanlike first
                  class manner and using new materials of good quality, in
                  accordance with all applicable laws and regulations.

            b.    Tenant shall not commence construction of any Alterations
                  until:

                  i.    All required governmental approvals and permits have
                        been obtained;

                  ii.   All requirements regarding insurance imposed by this
                        Lease have been satisfied;

                  iii.  Tenant has given Landlord at least ten (10) days' prior
                        written notice of its intention to commence such
                        construction,

                  iv.   For any Alteration requiring Landlord's consent
                        hereunder, Tenant has obtained contingent liability and
                        broad form builders' risk insurance in an amount equal
                        to the cost of the Alteration if there are any perils
                        relating to the proposed construction not covered by
                        insurance required to be carried pursuant to Section 19.

                  v.    For any Alteration requiring Landlord's consent
                        hereunder, Tenant has deposited into an escrow account
                        an amount equal to not less than one hundred fifty


                                  Page 8 of 42
<PAGE>
                        percent (150%) of the amount of the estimated hard and
                        soft costs of the Alteration, securing Tenant's payment
                        and performance of its obligations related to the
                        applicable Alteration.

            c.    All Alterations shall remain the property of Tenant during the
                  Lease Term but shall not be altered or removed from the Leased
                  Premises except in further accordance with this Section 11;
                  provided, however, that any Alteration which involves Tenant's
                  Equipment may be altered and removed in accordance with
                  Section 10. At the expiration or sooner termination of the
                  Lease Term, all Alterations shall be surrendered to Landlord
                  as part of the realty and shall then become Landlord's
                  property, and Landlord shall have no obligation to reimburse
                  Tenant for all or any portion of the value or cost thereof;
                  provided, however, Landlord expressly reserves the right to
                  require Tenant to remove any Alterations prior to the
                  expiration or sooner termination of the Lease Term by
                  providing Tenant with written notice thereof within sixty (60)
                  days prior to the expiration of the Lease Term or within
                  thirty (30) days after the earlier termination of the Lease
                  Term, as applicable.

            d.    For any Alteration reasonably determined by Landlord to
                  adversely affect the future leaseability of the Leased
                  Premises, Tenant shall post a letter of credit, in form and
                  content and with a bank reasonably acceptable to Landlord (or
                  other security reasonably satisfactory to Landlord) in an
                  amount equal to one hundred fifty percent (150%) of the
                  estimated cost (as determined by a licensed contractor's bid
                  good for reasonable period of time) to remove such Alteration
                  and restore the Leased Premises to its state immediately prior
                  to the commencement of construction of said Alteration. In
                  addition to the foregoing, Tenant shall cause a licensed
                  contractor reasonably acceptable to Landlord (if Landlord so
                  desires to maintain acceptance of such contractor) to prepare
                  a bid for the removal of said Alteration and restoration of
                  the Leased Premises to its state immediately prior to the
                  commencement of construction of said Alteration on each fifth
                  anniversary of the completion of construction of said
                  Alteration and shall increase the amount of the letter of
                  credit or other security, as applicable, to the extent
                  necessary to provide Landlord with one hundred fifty percent
                  (150%) security for such removal and restoration. Such letter
                  of credit or security may be drawn upon only upon Tenant's
                  failure to act in accordance with Landlord's request under
                  Section 31. The foregoing notwithstanding, Tenant shall not be
                  required to comply with the requirements of this Section 11(d)
                  if it obtains a minimum credit rating of at least BBB-
                  (minimum investment grade rating).

            e.    Every six (6) months Tenant shall notify Landlord in writing
                  of the nature and cost of any and all Alterations performed by
                  Tenant hereunder, and, to the extent Landlord has not already
                  been provided with plans, specifications, approvals, permits,
                  the final cost and such other information as Landlord shall
                  reasonably determine related to said Alteration, Tenant shall
                  provide Landlord with such information concurrently therewith.

            f.    Tenant shall, at its sole Cost and Expense, make any
                  Alteration of any sort to the Leased Premises when and if
                  required by applicable current or future law, including, but
                  not limited to, the Americans With Disabilities Act of 1990
                  and all applicable fire and safety codes. Tenant shall not be
                  required to make such Alterations solely as a result of a
                  change in the law as to such requirements, but only at such
                  times as are required by the applicable law or code. Tenant
                  may take advantage of any phase in or "grandfathering"
                  provisions in such laws and codes. Any such Alterations shall
                  be made by Tenant in accordance with and subject to the
                  provisions of this Section 11.


                                  Page 9 of 42
<PAGE>
            g.    In performing Alterations, Tenant shall not be deemed the
                  agent of Landlord for any purpose without the express written
                  acknowledgement of such agency by Landlord.

            h.    The provisions and conditions of Sections 13 and 14 below
                  shall apply to any work performed by Tenant under this Section
                  11.

      12.   IMPOSITIONS. Subject to Section 15 relating to permitted contests,
            Tenant during the Lease Term (i) will pay when due (or such earlier
            date as may be required by the installment payment provisions below
            in this Section 12) and prior to delinquency all Real Property Taxes
            levied or assessed against the Leased Premises; and (ii) will pay
            all other Impositions; both subsections (i) and (ii), before any
            interest, penalty, fine or cost may be added for non-payment, and
            will furnish to Landlord for inspection within thirty (30) days
            after such payment, receipts of the appropriate taxing authority or
            other proof satisfactory to Landlord evidencing payment of such
            other Impositions. Tenant will protect, indemnify and hold Landlord
            harmless from and against all liabilities, obligations, claims,
            damages, penalties, causes of action and Costs and Expenses imposed
            upon or incurred by or asserted against Landlord or the Leased
            Premises by reason of Tenant's failure to pay all Impositions as
            required herein. If Real Property Taxes or any other Impositions are
            payable in installments, Tenant may, at its election, make payment
            thereof in installments which are due and payable during the Lease
            Term; provided, however, Tenant shall pay Real Property Taxes in
            quarterly installments during each tax year; provided further,
            however, that Tenant shall not be required to make such quarterly
            payments of Real Property Taxes if it obtains a minimum credit
            rating of at least BBB- (minimum investment grade rating). To the
            extent Tenant is required to make quarterly payments of Real
            Property Taxes pursuant to the preceding sentence, Tenant shall make
            such payments directly to the relevant governmental authority if
            permitted by such authority; provided, however, that if the relevant
            taxing authority does not accept quarterly payments, Tenant shall
            make such payments into an interest bearing escrow account, with the
            escrow agent being directed to make such payments to the relevant
            taxing authority when directed by either Tenant or Landlord. Any
            Impositions relating to a fiscal period, part of which is within and
            part of which is subsequent to the Lease Term, whether or not such
            Impositions shall become due and payable or a lien upon the Leased
            Premises or any part thereof, or be assessed, levied, confirmed or
            imposed during the Lease Term, shall be adjusted and apportioned
            between Tenant and Landlord so that Tenant shall pay only that
            portion of such Impositions computed by multiplying the total amount
            of such Impositions relating to the fiscal period by a fraction, the
            numerator of which is the number of days constituting the remainder
            of the Lease Term and the denominator of which is the number of days
            constituting the entire fiscal period. The amount due from either
            party to the other based upon the adjustment and apportionment of
            such Impositions shall be paid at or promptly following expiration
            or termination of the Lease Term.

      13.   COMPLIANCE WITH REQUIREMENTS. Subject to Section 15 relating to
            permitted contests, Tenant during the Lease Term will:

            a.    comply with all Legal Requirements and Insurance Requirements;
                  and

            b.    procure, maintain and comply with all permits, licenses,
                  franchises and other authorizations required for the use of
                  the Leased Premises or any part thereof then being made by
                  Tenant, and for the proper erection, installation, operation
                  and maintenance of the Improvements and Tenant's Equipment or
                  any part thereof.


                                  Page 10 of 42
<PAGE>
      14.   LIENS. If the Leased Premises, or any part thereof shall at any time
            become subject to any vendor's, mechanic's, laborer's or
            materialmen's lien based upon Tenant's Work, any Alteration or the
            furnishing of material, labor or professional services to Tenant or
            the Leased Premises and contracted for by or on behalf of Tenant or
            its contractors or subcontractors, Tenant shall cause the same, at
            Tenant's expense, to be discharged or bonded over (pursuant to
            applicable state law) within twenty (20) days after notice thereof,
            and Tenant shall defend, indemnify, protect and hold Landlord
            harmless from all liability, loss, Costs and Expenses arising from
            such lien, Alteration, material, labor and/or professional services.

      15.   PERMITTED CONTESTS. Tenant at its expense, after prior written
            notice to Landlord and while not in Default, may contest in its own
            name or in the name of Landlord, or both, by appropriate action
            taken in good faith and with due diligence, the amount or validity
            or application, in whole or in part, of any Impositions or any Legal
            Requirement, provided that:

            a.    in the case of any Impositions or Legal Requirement, Tenant
                  shall first make all contested payments, under protest if it
                  desires, unless Tenant's action in some manner suspends the
                  collection of such payments or unless Tenant is not required
                  to make such payments;

            b.    neither the Leased Premises nor any part thereof or interest
                  therein could realistically under the then existing
                  circumstances be deemed to be in danger of being sold,
                  forfeited or lost by reason of the contest;

            c.    in the case of any Impositions or Legal Requirement, Tenant
                  shall have furnished such security, if any, as may be required
                  by governmental authority and reasonably approved by Landlord;

            d.    in the case of any Legal Requirement, Landlord could not
                  realistically and under the then existing circumstances be in
                  danger of any criminal or civil liability for failure to
                  comply therewith; and

            e.    in the case of any Imposition or Legal Requirement which
                  remains unpaid at any time during such contest, Tenant shall
                  have furnished to Landlord such security as Landlord shall
                  reasonably require in an amount not less than one hundred
                  twenty five percent (125%) of the amount claimed to be owed by
                  a governmental authority.

      16.   NO CLAIMS AGAINST LANDLORD. Nothing contained in this Lease shall
            constitute any consent (except where consent is expressly required
            and given under this Lease) or request by Landlord, express or
            implied, for the performance of any labor or services or the
            furnishing of any materials or other property in respect of the
            Leased Premises or any part thereof, or as giving Tenant any right,
            power or authority to contract for or permit the performance of any
            labor or services or the furnishing of any materials or other
            property in such fashion as would permit the making of any claim
            against Landlord, except as any such claim is expressly provided for
            by statute despite the provisions of this Section. Any labor,
            services or material furnished to the Leased Premises in connection
            with the fulfillment of Tenant's obligations hereunder shall be the
            sole responsibility of Tenant.

      17.   INDEMNIFICATION BY TENANT. Tenant will indemnify, defend, protect
            and hold Landlord harmless from and against all liabilities,
            obligations, claims, damages, penalties, causes of action, and
            proceedings, and all Costs and Expenses incurred in connection
            therewith, imposed upon or incurred by or asserted against Landlord
            or the Leased Premises by reason of the occurrence or existence of
            any matter or thing relating to this Lease or the


                                  Page 11 of 42
<PAGE>
            Leased Premises during the Lease Term, unless resulting from the
            negligence or willful acts of Landlord, including but not limited
            to:

            a.    any accident, injury to or death of persons (including
                  workers) or loss of or damage to property occurring on or
                  about the Leased Premises or any part thereof;

            b.    any condition or use of the Leased Premises or any part
                  thereof;

            c.    any failure on the part of Tenant to perform or comply with
                  any of the terms of this Lease;

            d.    performance of any labor or services or the furnishing of any
                  materials or other property in respect of the Leased Premises
                  or any part thereof; and

            e.    all claims for loss or damage to the Leased Premises
                  uncompensated by Tenant's insurance.

      18.   UTILITIES. In addition to the Rent and other payments herein
            provided, Tenant during the Lease Term shall pay prior to
            delinquency for all water, gas, light, power, telephone, sewage,
            refrigeration, air conditioning, heat and ventilating, janitorial,
            and all other materials and utilities used in connection with or
            supplied to the Leased Premises. To the extent not already
            installed, Tenant at its Cost and Expense shall have separate meters
            installed for power, gas, water and other utilities for which
            separate meters are available, and Tenant solely shall be obligated
            for all utility connect, disconnect and security deposit charges
            applicable to the Leased Premises. Landlord shall not be liable for,
            and Tenant shall not be entitled to any other relief, by reason of
            the unavailability or limited availability of the foregoing
            utilities and services.

      19.   INSURANCE.

            a.    Risks To Be Insured. Tenant at its Cost and Expense during the
                  Lease Term will maintain the following insurance for the
                  Leased Premises with reputable insurers authorized to do
                  business in Arizona and rated at least A-IV by A.M. Best
                  Company:

                  i.    primary coverage insurance with respect to the
                        Improvements against loss or damage by fire and other
                        risks from time to time in so-called "all risk" form
                        with a sprinkler leakage endorsement insuring the
                        personal property, inventory, trade fixtures, and
                        Alterations within the Leased Premises and the Leased
                        Premises for the full replacement value thereof, as
                        determined from time to time by the insurer, and in any
                        event in an amount sufficient to prevent Landlord from
                        becoming a co-insurer of any such loss or damage;

                  ii.   commercial general liability insurance, together with
                        host liquor liability insurance, and together with
                        excess liability insurance coverage, insuring against,
                        liability for personal injury, bodily injury, death and
                        damage to property occurring in or about, or resulting
                        from an occurrence in or about, the Leased Premises with
                        combined single limit coverage on a per occurrence basis
                        of not less than a minimum amount of Five Million
                        Dollars ($5,000,000.00) and an aggregate limit of not
                        less than a minimum amount of Five Million Dollars
                        ($5,000,000.00), which insurance shall contain (1) a
                        "contractual liability" endorsement insuring Tenant's
                        performance of Tenant's obligation to indemnify Landlord
                        for losses


                                 Page 12 of 42
<PAGE>
                        related to personal injury, bodily injury, death and
                        damage to property, as contained in Section 17; and (2)
                        a cross liability endorsement;

                  iii.  appropriate worker's compensation or other insurance
                        against liability arising from claims of workmen in
                        respect of and during the period of any work on or about
                        the Leased Premises; and

                  iv.   pollution legal liability insurance, together with new
                        conditions coverage, insuring against, liability for
                        environmental contamination, releases, disposal or
                        pollution to property occurring in, on, under or about,
                        or resulting from an occurrence in or about, the Leased
                        Premises with combined single limit coverage on a per
                        occurrence basis of not less than a minimum amount of
                        Five Million Dollars ($5,000,000.00), as such amount may
                        be increased at the reasonable request of Landlord, with
                        a deductible not to exceed One Hundred Thousand Dollars
                        ($100,000.00). Notwithstanding anything contained herein
                        to the contrary, such coverage shall be with either AIG
                        or Zurich or such other similarly rated insurance
                        companies.

                  v.    Such other insurance that from time to time is
                        reasonably required by any lender of Landlord.

            b.    Policy Provisions.

                  i.    All insurance maintained by Tenant pursuant to Section
                        19(a)(i) (Property Insurance), shall:

                        1.    name Landlord, Tenant, and such other parties as
                              Landlord shall reasonably designate as insureds,
                              as their respective interests may appear, and, if
                              reasonably commercially available, shall include
                              an effective waiver by the issuer of all rights of
                              subrogation against any insured or such insured's
                              interest in the Leased Premises or any income
                              derived therefrom as provided in Section 19(d);

                        2.    provide that all insurance proceeds, if any, from
                              losses shall be adjusted with Landlord and Tenant.

                  ii.   All insurance maintained by Tenant pursuant to Section
                        19(a)(ii) (Liability Insurance), shall name Landlord and
                        such other parties as Landlord shall reasonably
                        designate as additional insureds and, if reasonably
                        commercially available, shall include an effective
                        waiver by the issuer of all rights of subrogation
                        against any additional insured or such additional
                        insured's interest in the Leased Premises or any income
                        derived therefrom as provided in Section 19(d).

                  iii.  All insurance maintained by Tenant pursuant to Section
                        19(a), shall:

                        1.    not have a "deductible" in excess of One Hundred
                              Thousand Dollars ($100,000.00), or such greater
                              amount as is approved by Landlord;

                        2.    if reasonably commercially available, pay any
                              losses notwithstanding any act or failure to act
                              or negligence of Landlord or Tenant or any other


                                  Page 13 of 42
<PAGE>
                              person or entity relating to any act, omission or
                              other event causing such losses;

                        3.    provide that no cancellation, lapse, reduction in
                              amount or material change in coverage thereof
                              shall be effective until at least thirty (30) days
                              (or ten (10) days in the case of non payment of
                              premium) after receipt by Landlord and Tenant of
                              written notice thereof;

                        4.    be primary insurance which provides that the
                              insurer shall be liable for the full amount of the
                              loss up to and including the total amount of
                              liability set forth in the declarations without
                              the right of contribution from any other insurance
                              coverage of Landlord;

                        5.    be in a form reasonably satisfactory to Landlord;
                              and

                        6.    contain a "severability" clause.

            c.    Delivery of Evidence of Insurance.

                  i.    After written request by Landlord and/or not less than
                        thirty (30) days prior to the expiration date of any
                        policy to be obtained by Tenant pursuant to this Section
                        19, Tenant will deliver to Landlord a certificate of
                        insurance as to the issuance and effectiveness of such
                        policy and the amount of coverage afforded thereby.
                        Landlord may, at any time, and from time to time,
                        inspect and/or copy any and all insurance policies
                        required to be procured by Tenant pursuant to this
                        Section 19. Notwithstanding the foregoing, with regard
                        to the insurance required of Tenant pursuant to Section
                        19(a)(iv) above, Tenant shall provide Landlord with a
                        copy of the entire policy within five (5) business days
                        after the issuance thereof.

                  ii.   Tenant shall pay all premiums due for insurance required
                        to be carried by Tenant hereunder (excepting worker's
                        compensation insurance as specified in Section
                        19(a)(iii)), one year in advance.

            d.    Waiver of Subrogation Rights.

                  i.    To the extent permitted by Landlord's insurer, if any,
                        Landlord hereby releases and waives any and all rights
                        of subrogation against Tenant, and against the officers,
                        employees, agents and representatives of Tenant, which,
                        in the absence of this Section 19(d)(i), would arise in
                        favor of any insurance company insuring Landlord against
                        loss by fire or casualty and loss of any other type
                        resulting from damage to or destruction of the
                        Improvements or any portion thereof, or in damage to or
                        destruction of the property of Landlord or the property
                        of others under Landlord's control on the Leased
                        Premises, and to the extent permitted by Landlord's
                        insurer, if any, Landlord hereby releases and waives its
                        right of recovery against Tenant for loss or damage
                        resulting from damage to or destruction of the
                        Improvements or any part thereof, or in damage to or
                        destruction of the property of Landlord on the Leased
                        Premises caused by fire, or other hazards insured
                        against by extended coverage or casualty insurance as
                        provided in this Lease, to the extent that Landlord is
                        compensated for such loss or damage by actual receipt of
                        proceeds from insurance policies covering such loss or
                        damage or portions thereof, it being expressly
                        understood and agreed that


                                  Page 14 of 42
<PAGE>
                        this release and waiver shall not constitute a release
                        and waiver by Landlord of any right of recovery against
                        Tenant for loss or damage, whether arising in connection
                        with the same claim or separate claims, in excess of
                        insurance proceeds actually received by Landlord.

                  ii.   To the extent permitted by Tenant's insurer, if any,
                        Tenant hereby releases and waives any and all rights of
                        subrogation against Landlord, and against the officers,
                        employees, agents and representatives of Landlord,
                        which, in the absence of this Section 19(d), would arise
                        in favor of any insurance company insuring Tenant
                        against loss by fire or casualty and loss of any other
                        type resulting from damage to or destruction of the
                        Improvements or any portion thereof, or in damage to or
                        destruction of the Leased Premises of Tenant or the
                        property of others under Tenant's control on the Leased
                        Premises, and, to the extent permitted by Tenant's
                        insurer, if any, Tenant hereby releases and waives its
                        right of recovery against Landlord for loss or damage
                        resulting from damage to or destruction of the
                        Improvements or any part thereof, or in damage to or
                        destruction of the Leased Premises of Tenant on the
                        Leased Premises caused by fire, or other hazards insured
                        against by extended coverage or casualty insurance as
                        provided in this Lease, to the extent that Tenant is
                        compensated for such loss or damage by actual receipt of
                        proceeds from insurance policies covering such loss or
                        damage or portions thereof, it being expressly
                        understood and agreed that this release and waiver shall
                        not constitute a release and waiver by Tenant of any
                        right of recovery against Landlord for loss or damage,
                        whether arising in connection with the same claim or
                        separate claims, in excess of insurance proceeds
                        actually received by Tenant.

                  iii.  The foregoing releases and waivers of subrogation rights
                        and releases and waivers of the rights of the Landlord
                        and of the Tenant respectively are expressly conditioned
                        upon the Landlord and the Tenant each being able to
                        obtain in present and future policies required under
                        this Lease of fire, extended coverage, casualty and
                        similar insurance, clauses or endorsements at a
                        commercially reasonable cost which permit the insured to
                        release and waive the insurance company's right of
                        subrogation against third parties responsible for loss,
                        and in the event either the Landlord or the Tenant at
                        any time is unable to obtain policies containing such
                        subrogation waiver clauses or endorsements at a
                        commercially reasonable cost, then and in that event
                        such party may give to the other party written notice
                        thereof and from and after the giving of such notice the
                        releases and waivers herein set forth and each and all
                        of them shall be considered withdrawn and shall in no
                        wise be effective as to loss or damage arising from
                        risks covered by such policies.

                  iv.   Notwithstanding anything contained in Sections
                        19(d)(i)-(iii), the insurance required to be carried by
                        Tenant hereunder shall be primary in nature and any
                        insurance carried by Landlord, if any, shall be
                        secondary in nature. Further, Landlord shall have no
                        obligation whatsoever to carry insurance insuring the
                        Leased Premises, Improvements, Alterations or personal
                        property located within the Leased Premises.


                                  Page 15 of 42
<PAGE>
      20.   DAMAGE TO OR DESTRUCTION OF LEASED PREMISES.

            a.    Tenant To Give Notice. In case of any material damage to or
                  destruction of the Leased Premises or any part thereof, Tenant
                  will promptly (and in no event later than the tenth (10th) day
                  after such occurrence) give written notice thereof to Landlord
                  generally describing the nature, extent and cause of such
                  damage or destruction.

            b.    Restoration. In case of any damage to or destruction of the
                  Improvements or any part thereof at any time during the Lease
                  Term, subject to the terms of Section 20(e), Tenant shall, at
                  its Cost and Expense, promptly commence and complete, subject
                  to Unavoidable Delays, the restoration, replacement or
                  rebuilding of the Improvements as nearly as possible to its
                  value, condition and character immediately prior to such
                  damage or destruction (such restoration, replacement and
                  rebuilding, together with any temporary repairs and property
                  protection pending completion of the work, being herein called
                  "RESTORATION").

            c.    Application Of Insurance Proceeds. All insurance proceeds
                  received by Landlord or Tenant on account of any damage to or
                  destruction of the Improvements or any part thereof (less the
                  Costs and Expenses incurred by the Landlord and Tenant in the
                  collection thereof, including, without limitation, adjusters
                  fees and expenses) shall be paid only for the Restoration,
                  subject to Sections 20(d) and (e) below.

            d.    Abatement. During any period when Tenant's use of the Leased
                  Premises is prevented in whole or part by reason of total or
                  partial damage to or destruction of the Improvements, or by
                  reason of such restoration, the Rent shall be temporarily
                  abated in proportion to the degree that Tenant's use of the
                  Leased Premises is so prevented, but only to the extent of any
                  business interruption or loss of income insurance proceeds
                  actually received by Landlord from Tenant's insurance
                  described in Section 19.

            e.    Limited Termination. Except as set forth below, in case of any
                  damage or destruction occurring during the Lease Term, whether
                  or not insurance proceeds are available for the purpose of
                  Restoration, this Lease shall remain in full force and effect
                  without any abatement, suspension, deferment, diminution or
                  reduction. If twenty percent (20%) or more of the then
                  replacement value of the Improvements is damaged by fire or
                  other casualty occurring during the final two (2) Lease Years
                  of the then running initial or extended Lease Term and
                  Landlord receives insurance proceeds sufficient to cover any
                  Rent loss due to such termination, Tenant may terminate this
                  Lease by written notice to Landlord within thirty (30) days
                  after the date of the fire or other casualty, effective as of
                  the date set forth in such termination notice, which shall in
                  no event be earlier than the thirtieth (30th) day after the
                  date of said termination notice, with Tenant to be responsible
                  for the payment of all Rent and Additional Charges becoming
                  due hereunder until the date of such termination; provided,
                  that Tenant shall pay or assign its right to receive insurance
                  proceeds from such damage or destruction over to Landlord,
                  with Tenant to also pay Landlord contemporaneously with such
                  termination the insurance deductible amount, if any,
                  applicable to such damage or destruction.

      21.   EMINENT DOMAIN.

            a.    Whole or Substantial Taking. If all or substantially all of
                  the Leased Premises shall be lawfully taken by condemnation or
                  other eminent domain proceedings pursuant to any law, general
                  or special, this Lease shall terminate on the date of such
                  taking. All Rent


                                  Page 16 of 42
<PAGE>
                  and Additional Charges required to be paid by Tenant under
                  this Lease shall be paid up to the date of such termination
                  and upon such termination this Lease shall be of no further
                  force and effect, except that any obligation or liability of
                  either party, actual or contingent, under this Lease which has
                  accrued on or prior to such termination date shall survive and
                  any prepayment of Rent and Additional Charges shall be
                  prorated between the parties. For purposes of this Section
                  "substantially all of the Leased Premises" shall be deemed to
                  mean such portion of the Leased Premises as, when so taken,
                  would leave remaining a balance of the Leased Premises which,
                  due either to the area so taken or the location of the part so
                  taken in relation to the part not so taken, would not under
                  economic conditions, applicable zoning laws, building
                  regulations then existing or prevailing, reasonably
                  accommodate Tenant's business as conducted at the date of such
                  taking and after performance of all covenants, agreements,
                  terms and provisions herein and by law provided to be
                  performed and paid by Tenant. Tenant, in cooperation with
                  Landlord, shall have the right to participate in any
                  condemnation proceedings and be represented by legal counsel
                  for the purpose of protecting its interests hereunder.

            b.    Partial Taking. If only a portion of the Leased Premises shall
                  be so taken and Section 21(a) does not apply, this Lease shall
                  be unaffected by such taking, except that Rent payable by
                  Tenant pursuant to the provisions of this Lease shall be
                  equitably reduced by Landlord to a just and appropriate amount
                  according to the nature and extent of the taking.

            c.    Award. No award for any partial or total taking shall be
                  apportioned, it being agreed and understood that Landlord
                  shall be entitled to the entire award for any partial or
                  entire taking. Tenant assigns to Landlord its interest in any
                  award which may be made in such taking or condemnation,
                  together with any and all rights of Tenant arising in or to
                  the same or any part thereof. Nothing contained herein shall
                  be deemed to give Landlord any interest in or require Tenant
                  to assign to Landlord any separate award made to Tenant for
                  the taking of Tenant's Equipment, for the interruption of
                  Tenant's business or its moving costs, or for the loss of
                  goodwill. Nothing herein contained shall prohibit Tenant from
                  making a separate claim, to the extent permitted by law, for
                  the value of Tenant's Equipment, moving expenses or relocation
                  benefits.

            d.    Temporary Taking. If the temporary use or occupancy of all or
                  any part of the Leased Premises shall be lawfully taken for
                  not more than one hundred eighty (180) days by condemnation or
                  in any other manner for any public or quasi-public use or
                  purpose during the Lease Term, Tenant shall be entitled to
                  receive that portion of the award for such taking which
                  represents compensation for the taking of Tenant's Equipment,
                  moving expenses or relocation benefits, and that portion which
                  represents reimbursement for the cost of Restoration pursuant
                  to Section 21(e). This Lease shall be and remain unaffected by
                  such taking and Tenant shall be responsible for all
                  obligations hereunder not affected by such taking and shall
                  continue to pay in full when due the Rent, Additional Charges
                  and all other sums required to be paid by Tenant pursuant to
                  the provisions of this Lease. If the period of temporary use
                  or occupancy shall extend beyond the end of the Lease Term,
                  that part of the award which represents compensation for the
                  use or occupancy of the Leased Premises (or a part thereof)
                  shall be divided between Landlord and Tenant so that Tenant
                  shall receive so much thereof as represents the period to and
                  including the end of the Lease Term, and Landlord shall
                  receive so much as represents the period subsequent to the end
                  of the Lease Term.


                                  Page 17 of 42
<PAGE>
            e.    Restoration. In the event of any taking of the Leased Premises
                  which does not result in a termination of this Lease, or in
                  the event of a taking for a temporary use or occupancy of all
                  or any part of the Leased Premises, Tenant at its expense
                  shall proceed with reasonable diligence with the Restoration
                  of the remaining parts of the Leased Premises to substantially
                  the condition existing immediately prior to the date of taking
                  to the extent that the same may be feasible to constitute a
                  complete and tenantable Leased Premises. Landlord shall
                  reimburse Tenant for the reasonable costs of the Restoration
                  of the Leased Premises in an amount not to exceed the amount
                  of the condemnation award specifically allocated to the
                  restoration of the Leased Premises; provided, however, that
                  Landlord shall use commercially reasonable efforts to seek
                  recovery of the reasonable costs of such Restoration as part
                  of the condemnation award and a specific allocation of such
                  costs in the award. If the condemnation award does not
                  specifically allocate any portion thereof for the restoration
                  of the Leased Premises, the Landlord shall reimburse Tenant
                  for the reasonable costs of the Restoration of the Leased
                  Premises in an amount not to exceed the amount of the
                  condemnation award in excess of the portion of the award
                  allocable to the real property taken, as Landlord shall
                  reasonably determine.

      22.   PERFORMANCE ON BEHALF OF TENANT. If Tenant shall fail to make any
            payment or perform any act required hereunder to be made or
            performed by Tenant, and provided Landlord has given Tenant ten (10)
            days written notice of its intent to do so and Tenant has failed
            during said period to make such payment or perform the act required
            to be performed by Tenant, subject to Unavoidable Delays, then
            Landlord may, but shall be under no obligation to, make such payment
            or perform such act with the same effect as if made or performed by
            Tenant. Notwithstanding the immediately preceding sentence, Landlord
            may proceed immediately in the event of an emergency without any
            notice to Tenant other than bona fide attempts to contact by
            telephone as soon as reasonably possible under the circumstances
            either of Tenants' two (2) representatives (whom Tenant may change
            from time to time by providing written notice thereof) whose names
            and telephone numbers Tenant has furnished in writing to Landlord
            prior to such emergency. Entry by Landlord upon the Leased Premises
            for such purpose shall not waive or release Tenant from any
            obligation or an Event of Default hereunder. Tenant shall reimburse
            Landlord for all reasonable sums so paid by Landlord and all
            reasonable Costs and Expenses incurred by Landlord in connection
            with Landlord's payment or performance under this Section with
            interest at the Default Rate from the date of such payment by
            Landlord, and no such payment or performance by Landlord pursuant
            hereto, shall be deemed to suspend or delay the payment of any
            amount of money or charge at the time the same becomes due or
            payable, nor limit any right of Landlord or relieve Tenant from any
            Default hereunder.

      23.   ASSIGNMENTS AND SUBLEASES.

            a.    Tenant shall not do any of the following (collectively
                  referred to herein as a "TRANSFER"), whether voluntarily,
                  involuntarily or by operation of law, without the prior
                  written consent of Landlord, which consent shall not be
                  unreasonably withheld or delayed:

                  i.    sublet all or any part of the Leased Premises or allow
                        it to be sublet, occupied or used by any person or
                        entity other than Tenant; or

                  ii.   assign its interest in this Lease.

                  In no event shall Tenant mortgage or encumber the Lease (or
                  otherwise use the Lease as a security device) in any manner.
                  Tenant shall reimburse Landlord for all reasonable costs


                                  Page 18 of 42
<PAGE>
                  and attorneys' and consultants' fees incurred by Landlord in
                  connection with the evaluation, processing and/or
                  documentation of any requested Transfer whether or not
                  Landlord's consent is granted. Any Transfer so approved by
                  Landlord shall not be effective until Tenant has delivered to
                  Landlord an executed counterpart of the document evidencing
                  the Transfer which: (x) is in a form reasonably approved by
                  Landlord; (y) contains the same terms and conditions as stated
                  in Tenant's notice given to Landlord pursuant to Section
                  23(b); and (z) in the case of an assignment of the Lease,
                  contains the agreement of the proposed transferee to assume
                  all obligations of Tenant under this Lease arising after the
                  effective date of such Transfer and to remain jointly and
                  severally liable therefor with Tenant. Any Transfer without
                  Landlord's consent, where such consent is required, shall, at
                  Landlord's election in its sole and absolute discretion,
                  constitute a Default by Tenant and shall be voidable at
                  Landlord's option. Landlord's consent to any one Transfer
                  shall not constitute a waiver of the provisions of this
                  Section 23(a) as to any subsequent Transfer or a consent to
                  any subsequent Transfer. No Transfer, even with the consent of
                  Landlord, shall relieve Tenant of its personal and primary
                  obligation to pay the Rent and Additional Charges and to
                  perform all of the other obligations to be performed by Tenant
                  hereunder. The acceptance of Rent by Landlord from any person
                  shall not be deemed to be a waiver by Landlord of any
                  provision of this Lease nor to be a consent to any Transfer.

                  Subject to the following, any Transfer shall be upon then fair
                  market value. Tenant shall provide Landlord with a certified
                  appraisal performed by a Qualified Appraiser (as defined
                  hereinafter) justifying the proposed rent and terms of the
                  proposed Transfer ("TRANSFER APPRAISAL"). Tenant hereby agrees
                  that it shall not be unreasonable for the Landlord to withhold
                  its consent to a proposed Transfer if it is not on such terms
                  and conditions at least as beneficial to the Landlord as set
                  forth in the Transfer Appraisal; provided, however, that if
                  Tenant is unable to consummate a sublease or assignment after
                  two hundred seventy (270) days of marketing the property or
                  negotiating the sublease at fair market value as determined by
                  the Transfer Appraisal, Tenant enter into a Transfer upon such
                  terms as reasonably become available from potential subtenants
                  and/or assignees.

            b.    At least thirty (30) days before a proposed Transfer is to
                  become effective, Tenant shall give Landlord written notice of
                  the proposed terms of such Transfer and request Landlord's
                  approval, which notice shall include the following:

                  i.    the name and legal composition of the proposed
                        transferee;

                  ii.   a current financial statement of the transferee,
                        financial statements of the transferee covering the
                        preceding three (3) years if the same exist, and (if
                        available) an audited financial statement of the
                        transferee for a period ending not more than one year
                        prior to the proposed effective date of the Transfer,
                        all of which statements are prepared in accordance with
                        generally accepted accounting principles;

                  iii.  the nature of the proposed transferee's business to be
                        carried out in the Leased Premises;

                  iv.   all consideration to be given on account of the
                        Transfer;

                  v.    the proposed use of the proposed transferee;


                                  Page 19 of 42
<PAGE>
                  vi.   the nature of any proposed tenant improvements or
                        Alterations;

                  vii.  a copy of the Transfer Appraisal; and

                  viii. a current financial statement of Tenant (except that
                        such financial statement shall not be required if Tenant
                        is current in all filings required by the Securities and
                        Exchange Commission).

            c.    If Landlord consents to a Transfer proposed by Tenant, Tenant
                  may enter into such Transfer, and if Tenant does so, the
                  following shall apply:

                  i.    Tenant shall not be released of its liability for the
                        performance of all of its obligations under this Lease.

                  ii.   If Tenant assigns its interest in this Lease, then
                        Tenant shall pay to Landlord two- thirds (2/3) of all
                        Transfer Consideration (as defined hereinafter) received
                        by Tenant over and above the assignee's agreement to
                        assume the obligations of Tenant under this Lease.

                  iii.  If Tenant sublets any part of the Leased Premises, then
                        with respect to the space so subleased, Tenant shall pay
                        to Landlord two-thirds (2/3) of the positive difference,
                        if any, between all Transfer Consideration paid by the
                        subtenant to Tenant, less Base Rent allocable to the
                        space sublet. Landlord shall reasonably determine the
                        Base Rent fairly allocable to the portion so subleased.
                        Such amount shall be paid to Landlord on the same basis
                        and at the same time, whether periodic or in lump sum,
                        that such Transfer Consideration is paid to Tenant by
                        its subtenant.

                  iv.   Tenant's obligations under this Section 23(c) shall
                        survive any Transfer, and Tenant's failure to perform
                        its obligations hereunder shall be an Event of Tenant's
                        Default. Landlord shall have the right at reasonable
                        intervals to inspect Tenant's books and records relating
                        to the payments due hereunder. Upon request therefor,
                        Tenant shall deliver to Landlord copies of all bills,
                        invoices or other documents upon which its calculations
                        are based. Landlord may condition its approval of any
                        Transfer upon obtaining a certification from both Tenant
                        and the proposed transferee of all Transfer
                        Consideration and other amounts that are to be paid to
                        Tenant in connection with such Transfer.

                  v.    As used in this Section 23(c), the term "TRANSFER
                        CONSIDERATION" shall mean the positive difference, if
                        any of: (i) any consideration of any kind received, or
                        to be received, by Tenant as a result of the Transfer,
                        if such sums are related to Tenant's interest in this
                        Lease or in the Leased Premises; minus (ii) all Costs
                        and Expenses reasonably related to the Transfer,
                        including, without limitation, brokerage fees and
                        commissions, legal fees, and Costs and Expenses of
                        Alterations and tenant improvements related to the
                        Transfer. The Costs and Expenses set forth in Section
                        23(c)(v)(ii) shall not exceed two (2) months base rent
                        under the applicable sublease or assignment.

                  vi.   Tenant shall conditionally assign and transfer to
                        Landlord its interests in the sublease and all rentals
                        and income arising therefrom. Unless and until Tenant
                        Defaults in performing any of its obligations under this
                        Lease, Tenant may


                                  Page 20 of 42
<PAGE>
                        receive, collect, and enjoy the rents accruing under the
                        sublease. The condition to the assignment shall be that
                        if Tenant Defaults in any performing any of its
                        obligations under this Lease, Landlord may, at its
                        option (which may be exercised in Landlord's sole and
                        absolute discretion) by notice to Tenant and the
                        sublessee, do either of the following:

                        1.    in pursuit of Landlord's remedies hereunder,
                              terminate the sublease in conjunction with a
                              termination of this Lease; or

                        2.    elect to receive and collect, directly from the
                              sublessee, all rent and any other sums owing and
                              to be owed under the sublease, as further set
                              forth in Section 23(c)(vii) below.

                        If the Landlord elects to receive and collect rent and
                        other sums owing under the sublease, such shall not
                        limit the Tenant's right to receive any Transfer
                        Consideration it is entitled to pursuant to Section
                        23(c)(ii) or (iii), as applicable; provided, however,
                        the Landlord may receive and collect such Transfer
                        Consideration on behalf of Tenant and apply such to
                        remedy any Default of Tenant and/or apply such to the
                        Security Deposit.

                  vii.  Landlord will not, as a result of the sublease, or as a
                        result of the collection of rents or any other sums from
                        the sublessee under Section 23(c)(vi) above, be liable
                        to the sublessee for any failure of Tenant, as
                        sublessor, to perform any obligation of Tenant, as
                        sublessor, under the sublease. Amongst such other
                        provisions as the Landlord shall reasonably require, the
                        sublease document and/or the consent to sublease
                        document shall contain the following provisions:

                        1.    Tenant shall irrevocably authorize and direct the
                              sublessee, on receipt of any written notices from
                              Landlord stating that a Default exists in the
                              performance of any of Tenant's obligations under
                              this Lease, to pay to Landlord the rents and any
                              other sums due and to become due under the
                              sublease.

                        2.    Tenant shall agree that the sublessee has the
                              right to rely on any such statement from Landlord,
                              and that the sublessee will pay those rents and
                              other sums to Landlord without any obligation or
                              right to inquire as to whether a default exists
                              and despite any notice or claim from Tenant to the
                              contrary.

                        3.    Tenant will not have any right or claim against
                              the sublessee for those rents or other sums paid
                              by the sublessee to Landlord. Landlord will credit
                              Tenant with any rent actually received by Landlord
                              under this assignment, but the acceptance of any
                              payment on account of rent from the sublessee as
                              the result of a default by Tenant will not:

                              a.    be an attornment by Landlord to the
                                    sublessee or by the sublessee to Landlord;

                              b.    be a waiver by Landlord of any provision of
                                    the Lease; or


                                  Page 21 of 42
<PAGE>
                              c.    release the Tenant from any liability under
                                    the terms, agreements or conditions of the
                                    Lease.

                              No payment of rent by the sublessee directly to
                              Landlord, regardless of the circumstance or
                              reasons for that payment, will be deemed an
                              attornment to Landlord by the sublessee in the
                              absence of a specific written agreement signed by
                              Landlord to that effect.

                        4.    In the event the Lease is terminated prior to the
                              expiration of the term of the sublease, Landlord
                              shall have the right, at Landlord's option (which
                              may be exercised in Landlord's sole and absolute
                              discretion), pursuant to notice to the sublessee,
                              to succeed to Tenant's interest as sublessor in
                              the sublease and cause the sublessee to attorn to
                              Landlord on the terms and conditions of the
                              sublease. Within ten (10) days of Landlord's
                              request, the sublessee shall execute and deliver
                              to Landlord an attornment agreement in such form
                              and with such content as Landlord may reasonably
                              require. If Landlord exercises its option,
                              Landlord will so assume the obligations of Tenant,
                              as sublessor, under the sublease from the time of
                              the exercise of the option, but Landlord will not
                              be:

                              a.    liable for any rent paid by the sublessee to
                                    Tenant more than one month in advance, or
                                    for any security deposit paid by the
                                    sublessee to Tenant (unless actually
                                    received by Landlord);

                              b.    liable for any act or omission of the Tenant
                                    under the Lease or for any default of
                                    Tenant, as sublessor, under the sublease
                                    which occurred prior to Landlord's
                                    assumption;

                              c.    subject to any defenses or offsets that the
                                    sublessee may have against Tenant, as
                                    sublessor, which arose prior to Landlord's
                                    assumption; or

                              d.    bound by any changes or modifications made
                                    to the sublease without the prior written
                                    consent of Landlord.

                              If Landlord does not elect to assume Tenant's
                              interest as sublessor in the sublease, the
                              sublease shall terminate concurrently with the
                              termination of this Lease.

                        5.    The sublease shall not be subject to amendment or
                              modification without the prior written consent of
                              Landlord, which consent shall not be unreasonably
                              withheld.

                        6.    The sublessee shall not be permitted to terminate
                              the sublease without first providing written
                              notice to the Landlord and providing Landlord with
                              a reasonable period of time (of not less than
                              thirty (30) days) to cure Tenant's default, as
                              sublessor, under the Sublease. Such notice shall
                              specify the nature of the default giving rise to
                              the sublessee's right to terminate the Lease.
                              Under no circumstances shall the Landlord be
                              required to cure such default and may do so in its
                              sole and absolute discretion.


                                  Page 22 of 42
<PAGE>
            d.    The sale of all or substantially all of Tenant's assets (other
                  than bulk sales in the ordinary course of business), any
                  dissolution of Tenant, or, the transfer, assignment and/or
                  hypothecation of any stock in Tenant, in the aggregate in
                  excess of twenty-five percent (25%) during the Lease Term;
                  excepting therefrom transfers in the aggregate in excess of
                  twenty-five percent (25%) during the Lease Term, but not more
                  than fifty percent (50%) during the Lease Term, where no
                  change in the controlling interests of Tenant occurs as a
                  result thereof, shall be deemed an assignment within the
                  meaning and provisions of this Section 23.

            e.    Notwithstanding anything contained herein to the contrary,
                  Tenant may, without Landlord's consent or participation,
                  transfer this Lease or sublease all or a portion of the Leased
                  Premises to:

                  i.    any corporation or other legal entity which directly or
                        indirectly controls or is controlled by or is under
                        common control with Tenant ("AFFILIATE");

                  ii.   any corporation or other legal entity not less than
                        fifty percent (50%) of whose outstanding stock or
                        beneficial interest shall, at the time, be owned
                        directly or indirectly by Tenant ("SUBSIDIARY"); or

                  iii.  a corporation or other legal entity in which or with
                        which Tenant is merged or consolidated, in accordance
                        with applicable statutory provisions for merger or
                        consolidation, if any, provided that by operation of law
                        or by effective provisions contained in the instruments
                        of merger or consolidation, the liabilities of the
                        entities participating in such merger or consolidation
                        are assumed by the corporation or other legal entity
                        surviving such merger or created by such consolidation
                        ("SUCCESSOR").

                  For purposes of this Section 23(e), "CONTROL" shall mean the
                  possession, directly or indirectly, of the power to direct or
                  cause the direction of the management and policies of such
                  corporation or other legal entity, whether through the
                  ownership of voting securities or by contract or otherwise. If
                  Tenant assigns its interest in this Lease or subleases all or
                  a portion the Leased Premises to an Affiliate, Subsidiary or
                  Successor, Tenant shall, within ten (10) days after the
                  effective date of such Transfer, provide Landlord with an
                  assignment and assumption agreement or sublease, as
                  applicable, in substance and form reasonably acceptable to
                  Landlord.

            f.    Notwithstanding anything contained in this Section 23 to the
                  contrary, in the event that Tenant requests Landlord's consent
                  to a Transfer, Landlord shall have the following rights:

                  i.    The right to terminate this Lease; or

                  ii.   In the case of a sublease of less than fifty percent
                        (50%) of the Leased Premises, terminate this Lease as to
                        that part of the Leased Premises requested to be sublet;
                        or

                  iii.  In the case of a sublease of greater than fifty percent
                        (50%) of the Leased Premises, terminate this Lease in
                        full or as to that part of the Leased Premises requested
                        to be so sublet, as Landlord shall determine in its sole
                        and absolute discretion, either:


                                  Page 23 of 42
<PAGE>
                        1.    On the condition that the proposed transferee
                              immediately enter into a direct lease of the
                              Leased Premises with Landlord (or, in the case of
                              a partial sublease, a lease for the portion
                              requested to be so sublet) on the same terms and
                              conditions contained in the requested sublease or
                              such other terms and conditions as Landlord may
                              reasonably designate; or

                        2.    So that Landlord is thereafter free to lease the
                              Leased Premises (or, in the case of a partial
                              sublease, the portion requested to be so sublet)
                              to whomever (including, without limitation, the
                              proposed transferee) it pleases on whatever terms
                              are acceptable to Landlord in its sole and
                              absolute discretion.

                  iv.   In the event Landlord elects to so terminate this Lease
                        as set forth above, then:

                        1.    If such termination is conditioned upon the
                              execution of a lease between Landlord and the
                              proposed transferee, Tenant's obligations under
                              this Lease shall not be terminated until such
                              transferee executes a new lease with Landlord,
                              enters into possession and commences the payment
                              of rent; and

                        2.    If Landlord elects simply to terminate this Lease
                              (or, in the case of a partial sublease, terminate
                              this Lease as to the portion requested to be so
                              sublet), the Lease shall so terminate in its
                              entirety (or as to the space requested to be so
                              sublet) fifteen (15) days after Landlord has
                              notified Tenant in writing of such election.

                        3.    Upon such termination, Tenant shall be released
                              from any further obligation under this Lease if it
                              is terminated in its entirety (or shall be
                              released from any further obligation under the
                              Lease with respect to the space requested to be so
                              sublet in the case of requested partial sublease),
                              except that the foregoing release shall not apply
                              to, and Tenant shall not be released from:

                              a.    Any obligations under this Lease accruing
                                    prior to such termination;

                              b.    Any obligations under Section 31 below
                                    relating to the surrender of the Leased
                                    Premises or such space requested to be so
                                    sublet, as applicable; and

                              c.    Any obligations which, by their terms, are
                                    to survive the expiration or sooner
                                    termination of this Lease.

                        4.    In the case of a partial termination of the Lease,
                              Landlord shall equitably adjust, as Landlord shall
                              reasonably determine, the Base Rent and allocate
                              costs and expenses related to common area
                              maintenance and Impositions to the Tenant based
                              upon the value of the Leased Premises not so
                              terminated.


                                  Page 24 of 42
<PAGE>
                        5.    Upon Landlord's request, Tenant shall execute a
                              separate termination agreement evidencing any
                              termination of this Lease and/or amendment to this
                              Lease evidencing the matters set forth herein.

      24.   EVENTS OF DEFAULT; TERMINATION.

            a.    Events of Default. Any one or more of the following specified
                  events shall be a "DEFAULT":

                  i.    if Tenant shall fail to pay any Base Rent when the same
                        becomes due and payable, and if such failure continues
                        for more than five (5) days after written notice of
                        non-payment of Rent has been given by Landlord to
                        Tenant. If so stated in the notice of default, the
                        notice of default shall also constitute a demand for
                        possession under the forcible entry and detainer
                        statutes; or

                  ii.   if Tenant shall fail to pay, when the same becomes due
                        and payable, any Additional Charges or other Rent and
                        such failure shall continue for more than five (5) days
                        after written notice of such non-payment has been given
                        by Landlord to Tenant; or

                  iii.  if Tenant shall fail to perform or comply with any other
                        obligation of Tenant under this Lease, and such failure
                        shall continue for more than thirty (30) days after
                        notice thereof has been given by Landlord to Tenant, and
                        Tenant shall not, subject to Unavoidable Delays, within
                        such thirty (30) day period commence with due diligence
                        the curing of such default, or, having so commenced,
                        shall thereafter fail or neglect, for reasons other than
                        Unavoidable Delays, to diligently pursue or complete the
                        curing of such default, such extended period not to
                        exceed one hundred eighty (180) days after notice
                        thereof from Landlord; or

                  iv.   if Tenant shall make a general assignment for the
                        benefit of creditors, or shall admit in writing its
                        inability to pay its debts as they become due or shall
                        file a petition in bankruptcy, or shall be adjudicated a
                        bankrupt or insolvent, or shall file a petition seeking
                        any reorganization, arrangement, composition,
                        readjustment, liquidation, dissolution or similar relief
                        under any present or future statute, law or regulation
                        due to its bankrupt or insolvent financial status;

                  v.    if, as a result of any proceeding against Tenant, a
                        decree or order of a court or agency or supervisory
                        authority having jurisdiction in the premises for the
                        appointment of a conservator or receiver or liquidator
                        in any insolvency, readjustment of debt, marshalling of
                        assets and liabilities or similar proceedings of or
                        relating to the Tenant or of or relating to all or
                        substantially all of its property, or for the winding-up
                        or liquidation of its affairs or for the supervision of
                        the business or affairs of Tenant, shall have been
                        entered, and such decree or order shall have remained in
                        force undischarged or unstayed for a period of more than
                        sixty (60) days;

                  vi.   Tenant shall have sublet the Leased Premises or assigned
                        its interest in this Lease in violation of the
                        provisions contained in Section 23;

                  vii.  Tenant shall have abandoned the Leased Premises or left
                        the Leased Premises substantially vacant;


                                 Page 25 of 42
<PAGE>
                  viii. Tenant shall have failed to deliver documents required
                        of it pursuant to Sections 25(a) or (b) within the time
                        periods specified therein;

                  ix.   Tenant shall have defaulted beyond applicable cure
                        periods under any loan, security agreement, security
                        instrument, promissory note, or other obligation
                        whatsoever under which Tenant is required to perform in
                        any manner whatsoever; or

                  x.    Chronic delinquency by Tenant in the payment of any
                        Rent. For purposes of this Lease, "CHRONIC DELINQUENCY"
                        shall mean failure by Tenant to pay within five (5) days
                        of the due date any Rent for any two (2) months
                        (consecutive or non- consecutive) during any Lease Year.
                        This section shall in no way limit, nor be construed as
                        a waiver of the rights and remedies of Landlord provided
                        hereunder or by law in the event of even one (1)
                        instance of delinquency in the payment of Rent by
                        Tenant. In the event of chronic delinquency, at
                        Landlord's option, Landlord shall have the right, in
                        addition to all other rights under this Lease and at
                        law, to require that Tenant pay all Rent on a quarterly
                        basis, in advance, and make all Rent payments via
                        electronic transfer of funds. '

            b.    Remedies.

                  i.    In the event of any default and breach by Tenant of any
                        of its obligations under this Lease and notwithstanding
                        the vacation or abandonment of the Leased Premises by
                        Tenant, this Lease shall continue in effect so long as
                        Landlord does not expressly terminate Tenant's right to
                        possession in any of the manners specified in this
                        paragraph and Landlord may, at Landlord's option and
                        without limiting Landlord in the exercise of any other
                        rights or remedies which it may have by reason of such
                        default and breach, exercise all of its rights and
                        remedies hereunder, including, without limitation:

                        1.    The right to declare the Lease Term ended and to
                              reenter the Leased Premises and take possession
                              thereof and remove all persons therefrom, and
                              Tenant shall have no further claim in or to the
                              Leased Premises or under this Lease; or

                        2.    The right without declaring this Lease ended to
                              reenter the Leased Premises, take possession
                              thereof, remove all persons therefrom and occupy
                              or lease the whole or any part thereof for and on
                              account of Tenant and upon such terms and
                              conditions and for such rent as Landlord may deem
                              proper and to collect such rent or any other rent
                              that may hereafter become payable and apply the
                              same as provided in Section 24(b)(ii); or

                        3.    The right, even though Landlord may have relet the
                              Leased Premises or brought an action to collect
                              Rent and other charges without terminating this
                              Lease, to thereafter elect to terminate this Lease
                              and all of the rights of Tenant in or to the
                              Leased Premises; or

                        4.    The right, without terminating this Lease, to
                              bring an action or actions to collect Rent and
                              other charges hereunder which are from time to
                              time past due and unpaid or to enforce any other
                              provisions of this Lease


                                  Page 26 of 42
<PAGE>
                              imposing obligations on Tenant, it being
                              understood that the bringing of any such action or
                              actions shall not terminate this Lease unless
                              written notice of termination is given.

                  ii.   Should Landlord relet the Leased Premises under the
                        provisions of Section 24(b)(i)(2), Landlord may execute
                        any lease either in its own name or in the name of
                        Tenant, but Tenant hereunder shall have no right or
                        authority whatever to collect any rent from the new
                        tenant. The proceeds of any such reletting shall first
                        be applied to the payment of the costs and expenses of
                        reletting the Leased Premises, including without
                        limitation, reasonable brokerage commissions and
                        alterations and repairs which Landlord, in its sole and
                        absolute discretion, deems necessary and advisable and
                        to the payment of reasonable attorneys' fees and costs
                        incurred by Landlord in connection with Tenant's
                        default, the retaking of the Leased Premises and such
                        reletting and, second, to the payment of any
                        indebtedness, other than Rent, due hereunder, including,
                        without limitation, storage charges owing from Tenant to
                        Landlord. When such costs and expenses of reletting have
                        been paid, and if there is no such indebtedness or such
                        indebtedness has been paid, Tenant shall be entitled to
                        a credit for the net amount of rental received from such
                        reletting each month during the unexpired balance of the
                        Lease Term, and Tenant shall pay Landlord monthly on the
                        first day of each month as specified herein such sums as
                        may be required to make up the rentals provided for in
                        this Lease. Nothing contained herein shall be construed
                        as obligating Landlord to relet the whole or any part of
                        the Leased Premises.

                  iii.  Should Landlord elect to terminate this Lease under the
                        provisions of Section 24(b)(i)(1) or (3) above, Landlord
                        shall be entitled to recover immediately from Tenant (in
                        addition to any other amounts recoverable by Landlord as
                        provided by law), the following amounts:

                        1.    The worth at the time of award of the unpaid rent
                              which had been earned at the time of termination;

                        2.    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 Tenant proves
                              could have been reasonably avoided;

                        3.    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 Tenant proves could be reasonably
                              avoided; and

                        4.    Any other amount necessary to compensate Landlord
                              for all the detriment proximately caused by
                              Tenant's failure to perform its obligations under
                              the Lease or which in the ordinary course of
                              things would be likely to result therefrom.

                        For purposes of computing "the worth at the time of the
                        award" of the amount specified in Section 24(b)(iii)(3)
                        above, such amount shall be discounted at the discount
                        rate of the Federal Reserve Bank of San Francisco at the
                        time of award. For purposes of computing "the worth at
                        the time of the award" under


                                  Page 27 of 42
<PAGE>
                        Section 24(b)(iii)(1) or (2) above, an interest rate of
                        ten percent (10%) per annum shall be utilized.

                  iv.   If Landlord shall elect to reenter the Leased Premises
                        as provided above, Landlord shall not be liable for
                        damages by reason of any reentry. Tenant hereby waives
                        all claims and demands against Landlord for damages or
                        loss arising out of or in connection with any reentering
                        and taking possession of the Leased Premises and waives
                        all claims for damages or loss arising out of or in
                        connection with any destruction of or damage to the
                        Leased Premises, or for any loss of property belonging
                        to Tenant or to any other person, firm or corporation
                        which may be in or upon the Leased Premises at the time
                        of such reentry.

                  v.    Landlord shall not be deemed to have terminated this
                        Lease, Tenant's right to possession of the Leased
                        Premises or the liability of Tenant to pay Rent
                        thereafter to accrue or its liability for damages under
                        any of the provisions hereof by any reentry hereunder or
                        by any action in unlawful detainer or otherwise to
                        obtain possession of the Leased Premises, unless
                        Landlord shall notify Tenant in writing that Landlord
                        has so elected to terminate this Lease. Tenant agrees
                        that the service by Landlord of any notice pursuant to
                        the unlawful detainer statutes or comparable statutes of
                        the state or locality in which the Leased Premises are
                        located and the surrender of possession pursuant to such
                        notice shall not (unless Landlord elects to the contrary
                        at the time of or at any time subsequent to the service
                        of such notice and such election shall be evidenced by a
                        written notice to Tenant) be deemed to be a termination
                        of this Lease or of Tenant's obligations hereunder. No
                        reentry or reletting under this paragraph shall be
                        deemed to constitute a surrender or termination of this
                        Lease, or of any of the rights, options, elections,
                        powers and remedies reserved by Landlord hereunder, or a
                        release of Tenant from any of its obligations hereunder,
                        unless Landlord shall specifically notify Tenant, in
                        writing, to that effect. No such reletting shall
                        preclude Landlord from thereafter at any time
                        terminating this Lease as herein provided.

                  vi.   All fixtures, furnishings, goods, equipment, chattels or
                        other personal property of Tenant remaining on the
                        Leased Premises at the time that Landlord takes
                        possession thereof may at Landlord's election be stored
                        at Tenant's expense or sold or otherwise disposed of by
                        Landlord in any manner permitted by applicable law.

                  vii.  In the event of the exercise by Landlord of any one or
                        more of its rights and remedies hereunder, Tenant hereby
                        expressly waives any and all rights of redemption, if
                        any, granted by or under any present or future laws.

            c.    Cumulative Remedies. Each right, option, power, election and
                  remedy of Landlord provided for in this Lease or now or
                  hereafter existing at law or in equity or by statute or
                  otherwise shall be, cumulative and concurrent and shall be in
                  addition to every other right, power or remedy provided for in
                  this Lease or now or hereafter existing at law or in equity or
                  by statute or otherwise, and the exercise or beginning of the
                  exercise by Landlord of any one or more of the rights, powers
                  or remedies provided for in this Lease or now or hereafter
                  existing at law or in equity or by statute or otherwise shall
                  not prejudice, preclude or impair the simultaneous or later
                  exercise by Landlord of any or all such other rights, options,
                  powers, elections or remedies Landlord may have upon a


                                  Page 28 of 42
<PAGE>
                  breach and default under this Lease and shall not be deemed to
                  be a waiver of Landlord's rights or remedies thereupon or to
                  be a release of Tenant from Tenant's obligations thereon
                  unless such waiver or release is expressed in writing and
                  signed by Landlord.

            d.    Recovery of Costs and Expenses. If any action, whether at law
                  or equity, is instituted by either party for default by the
                  other under this Lease, the prevailing party shall be awarded
                  all Costs and Expenses incident thereto.

            e.    Limitation of Landlord Liability. Any claim, demand or right
                  of any kind by Tenant which is based upon or arises in
                  connection with this Lease shall be barred unless Tenant
                  commences an action thereon within twelve (12) months after
                  the date that Tenant discovers or, in the exercise of
                  reasonable diligence, should have discovered, the act,
                  omission, event or default upon which the claim, demand or
                  right in question arises, has occurred. In consideration of
                  the benefits accruing hereunder, Tenant and all successors and
                  assigns covenant and agree that, in the event of any actual or
                  alleged breach or default hereunder by Landlord:

                  i.    the sole and exclusive remedy and source of recovery for
                        any judgment or award shall be against Landlord's
                        interest in the Leased Premises;

                  ii.   no limited partner, member, shareholder or other owner
                        of Landlord (excepting general partners) (collectively,
                        "LANDLORD OWNER") shall be sued or named as a party in
                        any suit or action (except as may be necessary to secure
                        jurisdiction of the partnership);

                  iii.  no service of process shall be made against any Landlord
                        Owner (except as may be necessary to secure jurisdiction
                        of Landlord);

                  iv.   no Landlord Owner shall be required to answer or
                        otherwise plead to any service of process;

                  v.    no judgment will be taken against any Landlord Owner;

                  vi.   any judgment taken against any Landlord Owner may be
                        vacated and set aside at any time without hearing;

                  vii.  no writ of execution will ever be levied against the
                        assets of any Landlord Owner;

                  viii. in no event shall Landlord be liable to Tenant for
                        punitive, special, indirect or consequential damages;
                        and

                  ix.   these covenants and agreements are enforceable both by
                        Landlord and also by any Landlord Owner.

                  Tenant agrees that each of the foregoing covenants and
                  agreements shall be applicable to any covenant or agreement
                  either expressly contained in this Lease or imposed by statute
                  or at common law.


                                  Page 29 of 42
<PAGE>
      25.   ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

            a.    Estoppel Certificate by Tenant. Tenant, any sublessee or
                  assignee or all of any portion of Tenant's interest under this
                  Lease, will execute, acknowledge and deliver to Landlord,
                  within fifteen (15) days of Landlord's written request, a
                  certificate certifying:

                  i.    this Lease is unmodified and in full force and effect
                        (or, if there have been modifications, that the Lease is
                        in full force and effect, as modified, and stating the
                        modifications);

                  ii.   the dates, if any, to which Rent, Additional Charges and
                        other sums payable hereunder have been paid;

                  iii.  no notice has been received by Tenant of any Default
                        which has not been cured, except as otherwise specified
                        in such certificate, or, if there is an uncured Default,
                        specifying the nature of such;

                  iv.   Landlord is not in default hereunder and no event which,
                        with the passing of time, giving of notice, or both,
                        would constitute a default by Landlord hereunder; and

                  v.    certifying such other information about the status of
                        the Lease and the Leased Premises as may be required by
                        Landlord.

                  A failure to deliver an estoppel certificate within fifteen
                  (15) days after delivery of a request therefor shall be a
                  conclusive admission that, as of the date of the request for
                  such statement: (w) this Lease is unmodified except as may be
                  represented by Landlord in said request and is in full force
                  and effect, (x) there are no uncured defaults in Landlord's
                  performance, (y) no rent has been paid more than thirty (30)
                  days in advance; and (z) the information regarding the status
                  of the Lease, as represented by Landlord in said request, is
                  true and correct. Any such certificate may be relied upon by
                  any permitted prospective transferee, deed of trust
                  beneficiary or mortgagee of Landlord's interest under this
                  Lease.

            b.    Tenant's Financial Statements. At any time during the Lease
                  Term, Tenant shall, upon ten (10) days' prior written notice
                  from Landlord, provide Tenant's most recent financial
                  statement and financial statements covering the twenty-four
                  (24) month period prior to the date of such most recent
                  financial statement to any lender of Landlord, any potential
                  lender of Landlord or potential buyer of the Leased Premises.
                  Such statements shall be prepared in accordance with generally
                  accepted accounting principles and shall be certified by
                  Tenant's chief financial officer as true and correct in all
                  material respects or, if such is the normal practice of
                  Tenant, shall be audited by an independent certified public
                  accountant. Notwithstanding the foregoing, Tenant shall not be
                  obligated to provide Landlord with financial information as
                  set forth in this Section 25(b) for so long as Tenant is
                  required to, and does, file such information with the
                  Securities and Exchange Commission.

            c.    Estoppel Certificate by Landlord. Landlord will execute,
                  acknowledge and deliver to Tenant, within fifteen (15) days of
                  Tenant's written request, a certificate certifying:

                  i.    that this Lease is unmodified and in full force and
                        effect (or, if there have been modifications, that this
                        Lease is in full force and effect as modified, and
                        stating the modifications);


                                  Page 30 of 42
<PAGE>
                  ii.   the dates, if any, to which Rent, Additional Charges and
                        other sums payable hereunder have been paid; and

                  iii.  whether or not, to the knowledge of Landlord, there then
                        exists any Default under this Lease (and if so,
                        specifying the same).

                  A failure to deliver an estoppel certificate within fifteen
                  (15) days after delivery of a request therefor shall be a
                  conclusive admission that, as of the date of the request for
                  such statement: (w) this Lease is unmodified except as may be
                  represented by Landlord in said request and is in full force
                  and effect, (x) there are no uncured defaults in Tenant's
                  performance, (y) no rent has been paid more than thirty (30)
                  days in advance; and (z) the information regarding the status
                  of the Lease, as represented by Tenant in said request, is
                  true and correct. Any such certificate may be relied upon by
                  any permitted prospective assignee, sublessee or other
                  transferee of all or part of Tenant's interest under this
                  Lease.

      26.   SUBORDINATION AND ATTORNMENT. This Lease, at Landlord's option,
            shall be subordinate to any mortgage or deed of trust which may be
            placed against the Leased Premises and to any and all advances made
            or to be made pursuant to any such mortgage or deed of trust, and to
            all renewals, replacements and extensions of any such mortgage or
            deed of trust; provided that each such subordination shall be on the
            condition that the mortgagee or deed of trust beneficiary and
            trustee shall execute and deliver to Tenant an agreement ("SNDA") to
            the effect that, so long as a Default caused by Tenant is not
            occurring hereunder, such mortgagee, beneficiary or trustee will
            recognize this Lease and not disturb or otherwise interfere with
            Tenant's leasehold and other rights under this Lease. The form and
            substance of such document shall be in form and content as may
            reasonably be required by Landlord's lender or potential lender, as
            the case may be. Tenant shall execute and deliver the SNDA within
            fifteen (15) days after written request by Landlord.

      27.   OPTIONS TO EXTEND. Subject to the provisions of Section 24(a)(ix)
            above and provided that no Default shall have occurred and be
            continuing at the time this Option is exercised, Landlord hereby
            grants to Tenant three (3) successive options (collectively, the
            "OPTIONS", and each an "OPTION") to extend the Lease Term of this
            Lease for three (3) successive periods of five (5) consecutive Lease
            Years each. Tenant may exercise each Option only by giving Landlord
            written notice thereof not less than twelve (12) months, no more
            than eighteen (18) months prior to the expiration of the then
            running initial or extended Lease Term, as the case may be. The
            covenants, terms and conditions between Landlord and Tenant during
            each such extended term shall be the same as contained in this Lease
            for the initial Lease Term, except that Tenant shall have no further
            right to extend the Lease Term, and the Base Rent payable during
            each such extended term for which Tenant exercises this Option shall
            be adjusted for the first Lease Year of the applicable Option to
            equal the greater of:

            a.    one hundred and two percent (102%) of the Base Rent due for
                  the preceding Lease Year; and

            b.    Fair Market Rental of the Leased Premises as of the beginning
                  of the extended term ("OPTION DATE") as hereinafter set forth:

                  i.    Between the three hundred sixty-fifth (365th) and one
                        hundred eightieth (180th) day prior to the Option Date,
                        Landlord and Tenant shall attempt to agree by a written
                        and signed addendum to this Lease on the Fair Market
                        Rental to be payable during such extended term. If
                        Landlord and Tenant are unable to agree


                                 Page 31 of 42
<PAGE>
                        on such Fair Market Rental or fail to execute the
                        addendum by the one hundred eightieth (180th) day
                        preceding the Option Date, then, within thirty (30) days
                        thereafter Landlord and Tenant shall each select a
                        Qualified Appraiser and use the appraisal mechanism set
                        forth in Section 28 to determine the Fair Market Rental.

                  ii.   If for any reason the Fair Market Rental has not been
                        determined as of the Option Date, Tenant shall continue
                        to pay Base Rent to Landlord in an amount of Landlord's
                        lowest proposal during the negotiations set forth in
                        Section 27(b)(i) above, and, when the Fair Market Rental
                        for the extended term is determined, Tenant within
                        thirty (30) days following Landlord's notice thereof,
                        shall pay to Landlord the amount of any increase for
                        each month during which Tenant paid a lower monthly
                        installment of Base Rent, or, if Tenant has over paid
                        Base Rent, Tenant shall receive a credit for such
                        amounts against Base Rent next coming due.

            c.    Further, the Base Rent for each Lease Year during an Option
                  after the first Lease Year during said Option shall be
                  increased by two percent (2%) over the preceding Lease Year.

            d.    The exercise of all preceding Option(s) is a condition
                  precedent to the exercise of any subsequent Option(s).

            e.    Any references in this Lease to the Lease Term shall mean the
                  initial Lease Term as extended pursuant to this Section.

      28.   APPRAISAL. Any appraisal of the Fair Market Rental of the Leased
            Premises required or permitted hereunder shall be made by either
            Landlord or Tenant selecting and notifying the other party hereto of
            the name and address of an appraiser who is duly licensed in the
            state where the Leased Premises are located, who is a member of the
            American Institute of Real Estate Appraisers ("M.A.I.") and who is
            knowledgeable concerning the sale and rental values of properties
            similar to and located in the same State and County as the Leased
            Premises (a "QUALIFIED APPRAISER"). Within fifteen (15) days after
            being notified of the name and address of a Qualified Appraiser,
            such other party hereto shall select and notify Landlord or Tenant
            (as the case may be) of the name and address of a second Qualified
            Appraiser. Within ten (10) days after the expiration of the
            aforesaid fifteen (15) day period, the two Qualified Appraisers
            shall select and notify Landlord and Tenant of the name and address
            of a third Qualified Appraiser ("THIRD APPRAISER"). The first two
            Qualified Appraisers selected by Landlord and Tenant each shall make
            an independent and separate appraisal ("APPRAISAL") of the Fair
            Market Rental of the Leased Premises, and shall furnish copies of
            each such Appraisal to each other, to the Third Appraiser, and to
            Landlord and Tenant within thirty (30) days after the expiration of
            the aforesaid fifteen (15) day period. Within fifteen (15) days
            after the expiration of the aforesaid thirty (30) day period, the
            Third Appraiser will notify Landlord and Tenant of which Appraisal
            the Third Appraiser has selected as the closer to the Fair Market
            Rental of the Leased Premises. For the purposes hereof, the term
            "FAIR MARKET RENTAL" means the rental during the applicable term
            that a willing tenant would pay a willing landlord, neither of whom
            is compelled to rent. In no event shall the Fair Market Rental
            during the extended term under Section 27 be less than one hundred
            two percent (102%) of the Base Rent payable by Tenant for the Lease
            Year immediately prior to the Option Date for such extended term. If
            either Landlord or Tenant fails to appoint its Qualified Appraiser
            and send notice thereof to the other party as required herein, the
            one appointed Qualified


                                  Page 32 of 42
<PAGE>
            Appraiser promptly shall appoint a second Qualified Appraiser and
            the Third Appraiser shall be selected as set forth hereinabove. If
            Landlord and Tenant each shall appoint a Qualified Appraiser, but
            such two Qualified Appraisers are unable to agree within the
            required time upon the selection of a Third Appraiser, the Third
            Appraiser shall be selected by the mutual agreement of the Landlord
            and Tenant, if the Landlord and Tenant are unable to so agree within
            ten (10) days, the Third Appraiser shall be selected by the then
            presiding civil judge of the Superior Court of Arizona in and for
            Maricopa County. The determination of the Fair Market Rental in
            accordance with the foregoing procedures shall be final and binding
            upon Landlord and Tenant and enforceable by any court of competent
            jurisdiction. All appraisal fees and expenses of the Qualified
            Appraiser selected by Landlord shall be paid by Landlord, of the
            Qualified Appraiser selected by Tenant shall be paid by Tenant, and
            of the Third Appraiser shall be paid equally by Landlord and Tenant.

            Notwithstanding the foregoing, if the Fair Market Rental as
            determined by the Third Appraiser pursuant to the foregoing
            procedures is greater than the lowest proposal of Landlord during
            the negotiation period, the Tenant shall pay one hundred percent
            (100%) of the fees and expenses of both Qualified Appraisers and the
            Third Appraiser. However, if the Fair Market Rental as determined by
            the Third Appraiser pursuant to the foregoing procedures is lower
            than the highest proposal of Tenant during the negotiation period,
            the Landlord shall pay one hundred percent (100%) of the fees and
            expenses of both Qualified Appraisers and the Third Appraiser. If
            the Fair Market Rental as determined by the Third Appraiser pursuant
            to the foregoing procedures is between Landlord's lowest proposal
            during the negotiation period and Tenant's highest proposal during
            the negotiation period, each of the parties shall bear the fees and
            expenses of their respectively appointed Qualified Appraiser and
            shall split the fees and expenses of the Third Appraiser.

      29.   RIGHT OF ENTRY. Provided that Landlord has given Tenant at least
            twenty-four (24) hours prior notice (except in the event of an
            emergency in which case no advance notice is required), and subject
            to reasonable security precautions of Tenant, Landlord may, at all
            reasonable times and during usual business hours, enter upon the
            Leased Premises for the purpose of inspecting, repairing or
            preserving the same, or to show the Leased Premises to prospective
            purchasers, and in addition may, at any time within the last
            eighteen (18) months of the then running Lease Term show the Leased
            Premises to prospective tenants. Any entry into the Leased Premises
            obtained by Landlord in accordance with this Section 29 shall not be
            deemed to be a forcible or unlawful entry into, or a detainer of,
            the Leased Premises, or an eviction, actual or constructive, of
            Tenant from the Leased Premises. Tenant hereby waives any claims for
            damages for any injury or inconvenience to or interference with
            Tenant's business, any loss of occupancy or quiet enjoyment of the
            Leased Premises, and any other loss occasioned thereby.

      30.   NOTICES. All notices and other communications to be given hereunder
            by Landlord or Tenant shall be in writing and shall be deemed to
            have been given upon (i) personal delivery when personally
            delivered; (ii) upon the earlier of receipt or the third Business
            Day following the date of deposit in the mail (at the addresses
            specified below, whether or not received by the person to whose
            attention notice is directed at such address) after having been
            mailed by first class registered or certified mail, return receipt
            requested, postage prepaid; (iii) the next business day when sent
            via nationally recognized overnight courier; or (iv) upon receipt of
            confirmation of successful transmission when sent by facsimile
            transmittal (with a copy sent via First Class mail) as follows:


                                  Page 33 of 42
<PAGE>
<TABLE>
<S>                                                   <C>
            Landlord:                                 Tenant:
            Phoenix Industrial Investment
            Partners, L.P.                            SpeedFam - IPEC, Inc.
            19800 Glen Una Drive                      305 North 54th St.
            Saratoga, California 95070                Chandler, AZ  85226
            Attn:  Kenneth Levy                       Attn:  J. Michael Dodson
            Facsimile:  408-875-4714                  Facsimile:  (480) 785-4116

            With a copy to:                           With a copy to:

            Frank H. Maiorana, Esquire                Robert C. Bates, Esq.
            Silicon Valley Law Group                  Snell & Wilmer, L.L.P.
            152 North Third Street, Suite 900         One Arizona Center
            San Jose, California 95112                Phoenix, Arizona 85004-0001
            Facsimile:  (408) 286-1430                Facsimile:  (602) 382-6070
</TABLE>

            The parties hereto may change the address for delivery by providing
            ten (10) days written notice to the other parties in the manner set
            forth herein. The copies of notices sent to Frank H. Maiorana and
            Robert C. Bates are informational and are not required in order for
            the notices given to Landlord and Tenant to be effective.

      31.   SURRENDER. Upon the expiration of the Lease Term, or upon the
            earlier termination of this Lease, Tenant shall vacate and surrender
            the Leased Premises to Landlord in first class condition and repair
            and in full compliance with the maintenance, repair and replacement
            provisions of this Lease. In any event, Tenant shall cause the
            following to be done prior to the expiration or the sooner
            termination of this Lease:

            a.    all interior walls shall be painted or cleaned so that they
                  appear freshly painted;

            b.    all non-carpeted floor coverings shall be cleaned and waxed to
                  the extent they are in first class condition;

            c.    to the extent non-carpeted floor coverings are not in first
                  class condition, said floor coverings shall be repaired or
                  replaced, as necessary;

            d.    all carpets not in first class condition shall be cleaned and
                  shampooed to the extent necessary to place them in first class
                  condition as reasonably determined by Landlord;

            e.    to the extent cleaning and shampooing does not place the
                  carpets in first class condition as reasonably determined by
                  Landlord, such carpets shall be replaced, to the extent
                  necessary, with neutral carpets of equal or better quality;

            f.    all broken, marred, stained or nonconforming acoustical
                  ceiling tiles shall be replaced; and

            g.    all windows shall be washed.

            If Landlord so requests, Tenant shall, prior to the expiration or
            sooner termination of this Lease, remove any Alterations which
            Tenant is required to remove pursuant to Section 11 and repair all
            damage caused by such removal.


                                  Page 34 of 42
<PAGE>
            If the Leased Premises are not so surrendered upon the expiration or
            sooner termination of this Lease, Tenant shall be liable to Landlord
            for all costs incurred by Landlord in conforming the Leased Premises
            to the required condition, plus interest on all such costs at the
            Default Rate. Tenant shall indemnify Landlord against loss or
            liability to the extent resulting from delay by Tenant in so
            surrendering the Leased Premises, including, without limitation, any
            claims made by any succeeding tenant to the extent related to such
            delay.

      32.   NO BROKER. Landlord and Tenant each represents to the other that
            there are no broker's commissions in connection with this Lease and
            each party shall indemnify, defend, protect and hold the other
            harmless from and against any and all Costs and Expenses related to
            a claim of commission owing by and through the applicable party.

      33.   WAIVER. Any waiver by Landlord of any Default, breach or failure by
            Tenant shall not constitute a waiver of any other Default, breach or
            failure by Tenant hereunder. The subsequent acceptance of Base Rent,
            Rent or Additional Charges hereunder by Landlord shall not be deemed
            to be a waiver of any preceding Default or breach by Tenant of this
            Lease, other than a failure of Tenant to pay the particular Base
            Rent, Rent or Additional Charges so accepted. No covenant, term or
            condition of this Lease shall be deemed to have been waived by
            Landlord unless such waiver be in writing by Landlord.

      34.   NO PARTNERSHIP. The relationship of the parties hereto as solely
            that of landlord and tenant, and under no circumstances shall the
            parties hereto be considered as partners, joint venturers or lender
            and borrower. Tenant represents, warrants and acknowledges that the
            transaction by which the Landlord acquired title to the Leased
            Premises and the subsequent lease of the Leased Premises hereunder
            are separate and distinct transactions and the Tenant has no rights
            of first refusal or options to purchase the Leased Premises.

      35.   PARTIAL INVALIDITY. The invalidity or unenforceability of any
            covenant, term or condition of this Lease shall not affect any other
            covenant, term or condition of this Lease.

      36.   RECORDING. Neither Landlord nor Tenant shall record this Lease
            without the prior written consent of the other, which consent may be
            withheld in the other party's sole and absolute discretion. Either
            party, however, may record a memorandum hereof and, in the event of
            a request to execute such memorandum by one party, the other party
            shall execute and deliver to the requesting party within ten (10)
            days after the request therefor, such memorandum to be in a form
            reasonably acceptable to both parties. If either party requests a
            memorandum of this Lease be executed and recorded, concurrently with
            the execution and delivery of said memorandum, Tenant shall execute
            and deliver to Landlord a Quitclaim Deed in such form and content as
            Landlord shall require. Such Quitclaim Deed shall be held by
            Landlord unrecorded unless and until this Lease has expired or been
            terminated. Tenant hereby irrevocably authorizes and directs
            Landlord to record said Quitclaim Deed upon the expiration or
            earlier termination of this Lease; provided, however, Landlord shall
            provide Tenant with notice of Landlord's intent to record the
            Quitclaim Deed at least five (5) business days prior to such
            recording.

      37.   HAZARDOUS MATERIALS. Landlord and Tenant agree as follows with
            respect to the existence or use of Hazardous Materials in, on or
            about the Leased Premises:

            a.    Except as otherwise permitted pursuant to Section 37(c) below,
                  any handling, transportation, storage, treatment, disposal or
                  use of Hazardous Materials by Tenant and Tenant's agents,
                  employees, contractors, or invitees (collectively "AGENTS")
                  after the


                                  Page 35 of 42
<PAGE>
                  Effective Date in or about the Leased Premises is strictly
                  prohibited. Tenant shall indemnify, defend upon demand with
                  counsel reasonably acceptable to Landlord and hold harmless
                  Landlord from and against any liabilities, losses, claims,
                  damages, lost profits, consequential damages, interest,
                  penalties, fines, monetary sanctions, attorneys' fees,
                  experts' fees, court costs, remediation costs, investigation
                  costs, and other expenses which result from or arise in any
                  manner whatsoever out of the use, storage, treatment,
                  transportation, release, or disposal of any Hazardous
                  Materials on or about the Leased Premises caused or permitted
                  by Tenant or Tenant's Agents.

            b.    If the presence of Hazardous Materials in, on or about the
                  Leased Premises caused or permitted by Tenant or Tenant's
                  Agents results in contamination or deterioration of water or
                  soil resulting in a level of contamination greater than the
                  levels established as acceptable by any governmental agency
                  having jurisdiction over such contamination, then Tenant shall
                  promptly take any and all action necessary to investigate and
                  remediate such contamination if required by Law or as a
                  condition to the issuance or continuing effectiveness of any
                  governmental approval which relates to the use of the Leased
                  Premises or any part thereof.

            c.    Landlord acknowledges that Tenant uses numerous chemicals
                  classified as Hazardous Materials in the operation of its
                  business and that Tenant shall be permitted to do so provided
                  that Tenant does so in a manner consistent with the
                  requirements of this Section 37(c) and provided that Tenant
                  discloses the use of such materials to Landlord as required by
                  Section 37(k). In addition, Tenant may use reasonable
                  quantities of household chemicals such as adhesives,
                  lubricants and cleaning fluids in order to conduct its
                  business at the Leased Premises. Tenant agrees that during its
                  use and occupancy of the Leased Premises it will: (1) not (A)
                  permit Hazardous Materials to be present on or about the
                  Leased Premises except in a manner and quantity necessary for
                  the ordinary performance of Tenant's business or (B) release,
                  discharge or dispose of any Hazardous Materials on, in, at,
                  under, or emanating from, the Leased Premises; (2) comply with
                  all Hazardous Materials Laws relating to the Leased Premises
                  and the use of Hazardous Materials on or about the Leased
                  Premises and not engage in or permit others to engage in any
                  activity at the Leased Premises in violation of any Hazardous
                  Materials Laws; and (3) immediately notify Landlord of (A) any
                  inquiry, test, investigation or enforcement proceeding by any
                  governmental agency or authority against Tenant, Landlord or
                  the Leased Premises relating to any Hazardous Materials or
                  under any Hazardous Materials Laws; (B) any contamination of
                  the Leased Premises by Hazardous Materials which constitutes a
                  violation of any Hazardous Materials Laws; or (C) the
                  occurrence of any event or existence of any condition that
                  would cause a breach of any of the covenants set forth in this
                  Section 37.

            d.    Upon reasonable notice to Tenant, Landlord may inspect the
                  Leased Premises and surrounding areas for the purpose of
                  determining whether there exists on or about the Leased
                  Premises any Hazardous Material or other condition or activity
                  that is in violation of the requirements of this Lease or of
                  any Hazardous Materials Laws. Such inspections may include,
                  but are not limited to, entering the Leased Premises or
                  adjacent property with drill rigs or other machinery for the
                  purpose of obtaining laboratory samples. Landlord shall not be
                  limited in the number of such inspections during the Lease
                  Term. In the event (i) such inspections reveal the presence of
                  any such Hazardous Material or other condition or activity in
                  violation of the requirements of this Lease or of any
                  Hazardous Materials Laws, or (ii) Tenant or its Agents
                  contribute or knowingly consent to the presence of any
                  Hazardous Materials in, on, under, through or about the Leased


                                  Page 36 of 42
<PAGE>
                  Premises or exacerbate the condition of or the conditions
                  caused by any Hazardous Materials in, on, under, through or
                  about the Leased Premises, Tenant shall reimburse Landlord for
                  the cost of such inspections within ten (10) days of receipt
                  of a written statement therefor. Tenant will supply to
                  Landlord such historical and operational information regarding
                  the Leased Premises and surrounding areas as may be reasonably
                  requested to facilitate any such inspection and will make
                  available for meetings appropriate personnel having knowledge
                  of such matters. Tenant agrees to give Landlord at least sixty
                  (60) days prior notice of its intention to vacate the Leased
                  Premises so that Landlord will have an opportunity to perform
                  such an inspection prior to such vacation. The right granted
                  to Landlord herein to perform inspections shall not create a
                  duty on Landlord's part to inspect the Leased Premises, or
                  liability on the part of Landlord for Tenant's use, storage,
                  manufacture, treatment or disposal of Hazardous Materials, it
                  being understood that Tenant shall be solely responsible for
                  all liability in connection with the use, storage,
                  manufacture, treatment or disposal of Hazardous Materials by
                  Tenant or Tenant's Agents.

            e.    As used herein, the term "HAZARDOUS MATERIALS" means any
                  hazardous or toxic substance, material or waste which is or
                  becomes regulated by any local governmental authority, the
                  State of Arizona or the United States government. The term
                  "HAZARDOUS MATERIALS" includes, without limitation, petroleum
                  products, asbestos, PCB's, and any material or substance which
                  is (i) listed under, or defined as hazardous or extremely
                  hazardous pursuant to The Arizona Environmental Quality Act of
                  1986, A.R.S. Section 49-101, et. seq., (ii) deemed as a
                  "hazardous waste" pursuant to Section 1004 of the Federal
                  Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.
                  (42 U.S.C. 6903) ("RCRA"), (iii) defined as a "hazardous
                  substance" pursuant to Section 101 of the Comprehensive
                  Environmental Response, Compensation and Liability Act, 42
                  U.S.C. 9601 et seq. (42 U.S.C. 9601) ("CERCLA") or any
                  regulations promulgated under CERCLA; (iv) any substance now
                  or hereafter regulated by the Toxic Substances Control Act, as
                  amended ("TSCA") (15 U.S.C. Section 2601 et seq.) or any
                  regulations promulgated under TSCA; (v) petroleum, petroleum
                  by-products, gasoline, diesel fuel, or other petroleum
                  hydrocarbons; (vi) asbestos and asbestos-containing material,
                  in any form, whether friable or non-friable; (vii)
                  polychlorinated biphenyls; (viii) lead and lead- containing
                  materials; or (ix) any additional substance, material or
                  waste. As used herein, the term "HAZARDOUS MATERIAL LAW(S)"
                  shall mean any statute, law, ordinance, or regulation of any
                  governmental body or agency (including the U.S. Environmental
                  Protection Agency, the Arizona Department of Environmental
                  Quality which regulates the use, storage, release or disposal
                  of any Hazardous Materials.

            f.    If Tenant's use of Hazardous Materials on or about the Leased
                  Premises results in a release, discharge or disposal of
                  Hazardous Materials on, in, at, under, or emanating from, the
                  Leased Premises, Tenant agrees to investigate, clean up,
                  remove or remediate such Hazardous Materials in full
                  compliance with: (i) the requirements of (A) all Hazardous
                  Materials Laws and (B) any governmental agency or authority
                  responsible for the enforcement of any Hazardous Materials
                  Laws; and (ii) any additional requirements of Landlord that
                  are reasonably necessary to protect the value of the Leased
                  Premises.

            g.    Landlord shall have the right, but not the obligation, prior
                  or subsequent to Tenant's Default, without in any way limiting
                  Landlord's other rights and remedies under this Lease, to
                  enter upon the Leased Premises, or to take such other actions
                  as it deems reasonably necessary or advisable, to investigate,
                  clean up, remove or remediate any Hazardous Materials or
                  contamination by Hazardous Materials present on, in, at,
                  under,


                                  Page 37 of 42
<PAGE>
                  or emanating from, the Leased Premises in violation of
                  Tenant's obligations under this Lease or under any Hazardous
                  Materials Laws. Notwithstanding any other provision of this
                  Lease, Landlord shall also have the right, at its election, in
                  its own name or as Tenant's agent, to negotiate, defend,
                  approve and appeal, at Tenant's expense, any action taken or
                  order issued by any governmental agency or authority with
                  regard to any such Hazardous Materials or contamination by
                  Hazardous Materials. The reasonable Costs and Expenses paid or
                  incurred by Landlord in the exercise of the rights set forth
                  in this Section 37 shall be payable by Tenant upon demand.

            h.    Notwithstanding any provision contained herein to the
                  contrary, Tenant shall surrender the Leased Premises to
                  Landlord upon the expiration or earlier termination of this
                  Lease free of debris, waste or Hazardous Materials placed on,
                  about or near the Leased Premises by Tenant or Tenant's
                  Agents, and, with respect to any contamination or other
                  conditions resulting from the actions or inaction of Tenant or
                  Tenant's Agents, in a condition which complies with all
                  Hazardous Materials Laws and any additional requirements of
                  Landlord that are reasonably necessary to protect the value of
                  the Leased Premises, including, without limitation, the
                  obtaining of any closure permits or other governmental permits
                  or approvals related to Tenant's use of Hazardous Materials in
                  or about the Leased Premises. If it is determined by Landlord
                  that the condition of all or any portion of the Leased
                  Premises is not in compliance with the provisions of this
                  Lease with respect to Hazardous Materials, including, without
                  limitation, all Hazardous Materials Laws, at the expiration or
                  earlier termination of this Lease, then at Landlord's sole
                  option, Landlord may require Tenant to hold over possession of
                  the Leased Premises until Tenant can surrender the Leased
                  Premises to Landlord in the condition in which the Leased
                  Premises existed on the Effective Date and in any case prior
                  to the appearance of such Hazardous Materials, including,
                  without limitation, the conduct or performance of any closures
                  as required by any Hazardous Materials Laws. Any such holdover
                  by Tenant will be with Landlord's consent, will not be
                  terminable by Tenant in any event or circumstance and will
                  otherwise be subject to the provisions of Section 38 of this
                  Lease.

            i.    Tenant agrees to indemnify and hold harmless Landlord from and
                  against any and all claims, losses (including, without
                  limitation, loss in value of the Leased Premises), liabilities
                  and expenses (including attorneys' fees) sustained by Landlord
                  attributable to (i) any Hazardous Materials placed on or about
                  the Leased Premises by Tenant or Tenant's Agents, or (ii)
                  Tenant's breach of any provision of this Section 37.

            j.    The obligations of Tenant under this Section 37 shall survive
                  the expiration or earlier termination of the Lease Term. The
                  rights and obligations of Landlord and Tenant with respect to
                  issues relating to Hazardous Materials are exclusively
                  established by this Section 37. In the event of any
                  inconsistency between any other part of this Lease and this
                  Section 37, the terms of this Section 37 shall control.

            k.    Prior to the execution of this Lease, Tenant has completed,
                  executed and delivered to Landlord a Hazardous Materials
                  Disclosure Certificate ("CERTIFICATE") in form and content
                  attached hereto as Exhibit C. Tenant covenants, represents and
                  warrants to Landlord that the information in the Certificate
                  is true and correct and accurately describes the Hazardous
                  Materials that will be manufactured, treated, used or stored
                  on or about the Leased Premises by Tenant or Tenant's Agents.
                  Tenant shall (a) on each six (6) month anniversary of the
                  commencement date of this Lease; and (b) at such other times
                  as Landlord reasonably requests, complete, execute and deliver
                  to Landlord an updated Hazardous Materials Disclosure
                  Certificate (each, an "UPDATED CERTIFICATE") describing


                                  Page 38 of 42
<PAGE>
                  Tenant's then current and known proposed future uses of
                  Hazardous Materials on or about the Leased Premises, which
                  Updated Certificates shall be in the same format as that which
                  is set forth in Exhibit C or in such updated format as
                  Landlord may reasonably require from time to time. Landlord
                  shall have the right to approve or disapprove such new or
                  additional Hazardous Materials in its sole and absolute
                  discretion; provided, however, that this requirement shall not
                  apply to Hazardous Materials manufactured, treated, used or
                  stored by Tenant in connection with Tenant's business, which
                  Hazardous Materials may be used in accordance with this
                  Section 37. Tenant shall make no use of Hazardous Materials on
                  or about the Leased Premises except as described in the
                  Certificate, an Updated Certificate or as otherwise approved
                  by Landlord in writing in accordance with this Section 37;
                  provided, however, that Landlord shall have no right to
                  approve or disapprove of Hazardous Materials manufactured,
                  treated, used or stored by Tenant in connection with Tenant's
                  business, which Hazardous Materials may be used in accordance
                  with this Section 37; provided further, however, that Tenant
                  shall not be required to provide Landlord prior notice of a
                  new or different chemical which is classified as a Hazardous
                  Material which is used in connection with Tenant's business.
                  The Certificate and each Updated Certificate shall be
                  completed and signed by Tenant's environmental risk manager.

      38.   HOLDING OVER. No holding over by Tenant of the Leased Premises after
            the expiration of the Lease Term shall operate to extend the Lease
            Term or this Lease, and Tenant shall indemnify, defend and hold
            Landlord harmless from all Costs and Expenses and claims for damages
            by any other tenant to whom Landlord may have leased to Leased
            Premises effective upon the expiration of the Lease Term or
            termination of this Lease. Any such holding over shall be deemed a
            tenancy at sufferance, subject to all conditions, provisions and
            obligations of this Lease insofar as the same are applicable to a
            tenancy at sufferance, except that the Base Rent shall be an amount
            equal to one hundred ten percent (110%) of the greater of (i) Base
            Rent that was applicable at the expiration of the Lease; and (ii)
            the fair market rental value as reasonably determined by Landlord.

      39.   AUTHORITY. The person or persons executing this Lease on behalf of
            Landlord and Tenant each hereby represent and warrant to the other
            party (Landlord or Tenant, as the case may be) that authority for
            the same was duly given as evidenced by the certified copy of
            resolution(s) of their respective Boards of Directors.

      40.   PARKING. Tenant, its officers, directors, employees, agents,
            contractors, vendors, licensees and other authorized persons, shall
            be entitled to use throughout the Lease Term all vehicular parking
            spaces, free of charge on and about the Leased Premises.

      41.   QUIET TITLE. Provided that Tenant is not in Default under this
            Lease, Landlord covenants that, subject to the terms and conditions
            of this Lease, from and after the commencement of the Lease Term,
            Tenant shall not be disturbed or hindered in Tenant's enjoyment of
            the Leased Premises and that Landlord shall not interfere with
            Tenant's business activities involving the Leased Premises.

      42.   BENEFIT. The covenants, terms and conditions of this Lease shall
            inure to the benefit of and be binding upon the parties hereto and,
            subject to Section 23, their respective successors and assigns.

      43.   SIGNAGE. Tenant shall be permitted to place such signage on and
            about the Leased Premises as are permitted by applicable law;
            provided, however, prior to the expiration or


                                  Page 39 of 42
<PAGE>
            earlier termination of this Lease, Tenant shall remove such signage
            from the Leased Premises and restore the Leased Premises to its
            condition immediately preceding the installation of such signage.

      44.   TELECOMMUNICATIONS. Tenant's use of the Leased Premises shall not
            include using the Leased Premises to provide telecommunications
            services (including, without limitation, Internet connections) to
            third parties, it being intended that Tenant's telecommunications
            activities within the Leased Premises be strictly limited to such
            activities as are incidental to general office use.

      45.   APPROVALS AND CONSENTS. Unless a party's sole discretion is
            otherwise expressly provided for in a particular provision of this
            Lease, all approvals and consents required of either party hereunder
            shall not be unreasonably withheld or delayed, regardless of whether
            or not the provision in question expressly so states.

      46.   SECURITY DEPOSIT. Concurrently herewith, Tenant shall deposit with
            Landlord the sum of Six Hundred Fifty Thousand Dollars
            ($650,000.00), as security for the performance by Tenant of its
            obligations under this Lease, and not as prepayment of Rent (the
            "SECURITY DEPOSIT"). Landlord may from time to time apply such
            portion of the Security Deposit as is necessary for the following
            purposes:

            a.    to remedy any default by Tenant in the payment of Rent;

            b.    to repair damage to the Leased Premises caused by Tenant;

            c.    to clean the Leased Premises upon the expiration or sooner
                  termination of the Lease; and/or

            d.    to remedy any other default of Tenant to the extent permitted
                  by applicable law, including, without limitation, on account
                  of damages owing to Landlord under Section 24(b), and, in this
                  regard, Tenant hereby waives any restriction on the uses to
                  which the Security Deposit may be put, if any.

            In the event the Security Deposit or any portion thereof is so used,
            Tenant agrees to pay to Landlord promptly upon demand an amount in
            cash sufficient to restore the Security Deposit to the full original
            amount. Landlord shall not be deemed a trustee of the Security
            Deposit, may use the Security Deposit in business, and shall not be
            required to segregate it from its general accounts. Tenant shall not
            be entitled to any interest on the Security Deposit. If Landlord
            transfers the Leased Premises during the Lease Term, Landlord shall
            pay the Security Deposit to any transferee of Landlord's interest,
            in which event the transferring Landlord will be released from all
            liability for the return of the Security Deposit. If Tenant performs
            every provision of this Lease to be performed by Tenant, the unused
            portion of the Security Deposit shall be returned to Tenant (or, at
            Tenant's direction, the last assignee of Tenant's interest under
            this Lease), to the extent not applied, within fifteen (15) days
            following the expiration or sooner termination of this Lease and the
            surrender of the Leased Premises by Tenant to Landlord in accordance
            with the terms of this Lease. If this Lease is terminated following
            Tenant's Default, the unpaid portion of the Security Deposit, if
            any, shall be returned to Tenant two (2) weeks after final
            determination of all damages due Landlord. If a Default by Tenant
            occurs hereunder, Landlord may require that Tenant deposit with it
            such additional amount (either in cash or in a letter of credit) as
            Landlord reasonably determines, to be added to and held as a portion
            of the Security Deposit.


                                  Page 40 of 42
<PAGE>
      47.   MISCELLANEOUS. This Lease constitutes the entire agreement of the
            parties with respect to the subject matter hereof and may be
            amended, waived or discharged only by an instrument in writing
            signed by the party against which enforcement of such amendment,
            waiver or discharge is sought. This Lease shall be binding upon and
            inure to the benefit of and be enforceable by the respective
            successors and permitted assigns of the parties. The headings in
            this Lease are for purposes of reference only and shall not control,
            limit or define the meaning or construction of any provision hereof.
            Time is of the essence of this Lease. The parties acknowledge that
            each party and its counsel have reviewed and revised this Lease and
            that the rule of construction to the effect that any ambiguities are
            to be resolved against the drafting party shall not be employed in
            the interpretation of this Agreement or in any amendments or
            exhibits hereto. This Lease shall be construed in accordance with
            and governed by the laws of the State of Arizona.

                    (SIGNATURES TO FOLLOW ON SUCCEEDING PAGE)


                                  Page 41 of 42
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
day and year first above written.


Phoenix Industrial Investment Partners, L.P.    SpeedFam - IPEC, Inc.,
an Arizona limited partnership                  an Illinois corporation

      By: Glen Una Management Company,
            a California corporation
      Its: General Partner                      By:  /s/ J. Michael Dodson
                                                    ----------------------------
                                                Name:  J. Michael Dodson
                                                      --------------------------
                                                Title:  Chief Financial Officer
                                                       -------------------------

        By:  /s/ Kenneth Levy
            ----------------------------
        Name:  Kenneth Levy
              --------------------------
        Title:  President
               -------------------------



                                  Page 42 of 42
<PAGE>
                                    EXHIBIT A

                      LEGAL DESCRIPTION OF LEASED PREMISES

LOT 1 OF SPEEDFAM INTERNATIONAL, INC., ACCORDING TO THE PLAT OF RECORD IN THE
OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 439
OF MAPS, PAGE 41.



                                    Exhibit A

                                   Page 1 of 1
<PAGE>
                                    EXHIBIT B

                               TENANT'S EQUIPMENT

      The following property shall be included in the definition of Tenant's
Equipment:

        BUILDING 305:

        CDA Air Compressor Equipment
        Air Scrubbers
        DI Water System/Equipment
        Waste Treatment Equipment
        Cleanroom HVAC Equipment
        Chemical Distribution/Storage Equipment
        Cleanroom Vacuum Equipment
        Cleanroom System (walls, partitions, air handlers, hepafilters,
          chiller, other)
        50 Hertz Generators
        7.5 Ton Overhead Cranes
        Trolley Mounted Cranes
        Surveillance Cameras and Security Equipment
        Cafeteria Equipment


        BUILDING 300:

        CDA Air Compressor Equipment
        Cleanroom Vacuum Equipment
        Air Scrubbers
        Cleanroom Humidity Control Equipment (Kathobar) Roof Boilers for
        Kathobar Units Electrical Backup Power Generator 330KV Electrical
        Transfer Switch 50 Hertz Generators DI Water System/Equipment
        Waste Treatment Equipment Chemical Distribution/Storage Equipment
        Cleanroom System (walls, partitions, air handlers, hepafilters,
          chiller, other)
        Surveillance Cameras and Security Equipment
        Acid Fume Safety Hood
        Cleanroom Safety Showers


                                    Exhibit B

                                   Page 1 of 1
<PAGE>
                                    EXHIBIT C

                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

      Your cooperation in this matter is appreciated. Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary
for Landlord to evaluate your proposed uses of the Leased Premises. On an annual
basis and at such other times as set forth in Section 37 of the Lease, you are
to provide an update to the information initially provided by you in this
certificate. Any questions regarding this certificate should be directed to, and
when completed, the certificate should be delivered to the Landlord as provided
in the Lease.

      GENERAL INFORMATION:

            Describe the proposed operations to take place in, on, or about the
      Leased Premises, including, without limitation, principal products
      processed, manufactured or assembled, and services and activities to be
      provided or otherwise conducted. Existing tenants should describe any
      proposed changes to on-going operations.

1.    USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

      1.1   Will any Hazardous Materials (as hereinafter defined) be used,
            generated, treated, stored or disposed of in, on or about the Leased
            Premises? Existing tenants should describe any Hazardous Materials
            which continue to be used, generated, treated, stored or disposed of
            in, on or about the Leased Premises.

            Wastes                                          Yes  [ ]     No  [ ]
            Chemical Products                               Yes  [ ]     No  [ ]
            Other                                           Yes  [ ]     No  [ ]

            If Yes is marked, please explain: __________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

      1.2   If Yes is marked in Section 1.1, attach a list of any Hazardous
            Materials to be used, generated, treated, stored or disposed of in,
            on or about the Leased Premises, including the applicable hazard
            class and an estimate of the quantities of such Hazardous Materials
            to be present on or about the Leased Premises at any given time;
            estimated annual throughput; the proposed location(s) and method of
            storage (excluding nominal amounts of ordinary household cleaners
            and janitorial supplies which are not regulated by any Environmental
            Laws, as hereinafter defined); and the proposed location(s) and
            method(s) of treatment or disposal for each Hazardous Material,
            including the estimated frequency, and the proposed contractors or
            subcontractors. Existing tenants should attach a list setting forth
            the information requested above and such list should include actual
            data from on-going operations and the identification of any
            variations in such information from the prior year's certificate.


                                    Exhibit C

                                   Page 1 of 6
<PAGE>
2.    STORAGE TANKS AND SUMPS. Is any above or below ground storage or treatment
      of gasoline, diesel, petroleum, or other Hazardous Materials in tanks or
      sumps proposed in, on or about the Leased Premises? Existing tenants
      should describe any such actual or proposed activities.

            Yes  [ ]                No  [ ]

            If yes, please explain: ____________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

3.    WASTE MANAGEMENT

      3.1   Has your company been issued an EPA Hazardous Waste Generator I.D.
            Number? Existing tenants should describe any additional
            identification numbers issued since the previous certificate.

            Yes  [ ]                No  [ ]

      3.2   Has your company filed a biennial or quarterly reports as a
            hazardous waste generator? Existing tenants should describe any new
            reports filed.

            Yes  [ ]                No  [ ]

            If yes, attach a copy of the most recent report filed.

4.    WASTEWATER TREATMENT AND DISCHARGE

      4.1   Will your company discharge wastewater or other wastes to:

            ____ storm drain?     ____ sewer?
            ____ surface water?   ____ no wastewater or other wastes discharged.

            Existing tenants should indicate any actual discharges. If so,
            describe the nature of any proposed or actual discharge(s). ________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

      4.2   Will any such wastewater or waste be treated before discharge?

            Yes  [ ]                No  [ ]


                                    Exhibit C

                                   Page 2 of 6
<PAGE>
            If yes, describe the type of treatment proposed to be conducted.
            Existing tenants should describe the actual treatment conducted.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

5.    AIR DISCHARGES

      5.1   Do you plan for any air filtration systems or stacks to be used in
            your company's operations in, on or about the Leased Premises that
            will discharge into the air; and will such air emissions be
            monitored? Existing tenants should indicate whether or not there are
            any such air filtration systems or stacks in use in, on or about the
            Leased Premises which discharge into the air and whether such air
            emissions are being monitored.

            Yes  [ ]                No  [ ]

            If yes, please describe: ___________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

      5.2   Do you propose to operate any of the following types of equipment,
            or any other equipment requiring an air emissions permit? Existing
            tenants should specify any such equipment being operated in, on or
            about the Leased Premises.

            ____ Spray booth(s)         ____ Incinerator(s)
            ____ Dip tank(s)            ____ Other (Please describe)
            ____ Drying oven(s)         ____ No Equipment Requiring Air Permits

            If yes, please describe: ___________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

      5.3   Please describe (and submit copies of with this Hazardous Materials
            Disclosure Certificate) any reports you have filed in the past
            [thirty-six] months with any governmental or quasi-governmental
            agencies or authorities related to air discharges or clean air
            requirements and any such reports which have been issued during such
            period by any such agencies or authorities with respect to you or
            your business operations.

6.    HAZARDOUS MATERIALS DISCLOSURES

      6.1   Has your company prepared or will it be required to prepare a
            Hazardous Materials management plan ("MANAGEMENT PLAN") or Hazardous
            Materials Business Plan and Inventory ("BUSINESS PLAN") pursuant to
            Fire Department or other governmental or


                                    Exhibit C

                                   Page 3 of 6
<PAGE>
            regulatory agencies' requirements? Existing tenants should indicate
            whether or not a Management Plan is required and has been prepared.

            Yes  [ ]                No  [ ]

            If yes, attach a copy of the Management Plan or Business Plan.
            Existing tenants should attach a copy of any required updates to the
            Management Plan or Business Plan.

      6.2   Are any of the Hazardous Materials, and in particular chemicals,
            proposed to be used in your operations in, on or about the Leased
            Premises listed or regulated under Proposition 65? Existing tenants
            should indicate whether or not there are any new Hazardous Materials
            being so used which are listed or regulated under Proposition 65.

            Yes  [ ]                No  [ ]

            If yes, please explain: ____________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

7.    ENFORCEMENT ACTIONS AND COMPLAINTS

      7.1   With respect to Hazardous Materials or Environmental Laws, has your
            company ever been subject to any agency enforcement actions,
            administrative orders, or consent decrees or has your company
            received requests for information, notice or demand letters, or any
            other inquiries regarding its operations? Existing tenants should
            indicate whether or not any such actions, orders or decrees have
            been, or are in the process of being, undertaken or if any such
            requests have been received.

            Yes  [ ]                No  [ ]

            If yes, describe the actions, orders or decrees and any continuing
            compliance obligations imposed as a result of these actions, orders
            or decrees and also describe any requests, notices or demands, and
            attach a copy of all such documents. Existing tenants should
            describe and attach a copy of any new actions, orders, decrees,
            requests, notices or demands not already delivered to Landlord
            pursuant to the provisions of Article 7 of the Lease Agreement.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

      7.2   Have there ever been, or are there now pending, any lawsuits against
            your company regarding any environmental or health and safety
            concerns?

            Yes  [ ]                No  [ ]


                                    Exhibit C

                                   Page 4 of 6
<PAGE>
            If yes, describe any such lawsuits and attach copies of the
            complaint(s), cross-complaint(s), pleadings and other documents
            related thereto as requested by Landlord. Existing tenants should
            describe and attach a copy of any new complaint(s), cross-
            complaint(s), pleadings and other related documents not already
            delivered to Landlord pursuant to the provisions of Article 7 of the
            Lease Agreement. ___________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

      7.3   Have there been any problems or complaints from adjacent tenants,
            owners or other neighbors at your company's current facility with
            regard to environmental or health and safety concerns? Existing
            tenants should indicate whether or not there have been any such
            problems or complaints from adjacent tenants, owners or other
            neighbors at, about or near the Leased Premises and the current
            status of any such problems or complaints.

            Yes  [ ]                No  [ ]

            If yes, please describe. Existing tenants should describe any such
            problems or complaints not already disclosed to Landlord under the
            provisions of the signed Lease Agreement and the current status of
            any such problems or complaints.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
            ________________________________________________________

8.    PERMITS AND LICENSES. Attach copies of all permits and licenses issued to
      your company its proposed operations in, on or about the Leased Premises,
      including, without limitation, any Hazardous Materials permits, wastewater
      discharge permits, air emissions permits, and use permits or approvals.
      Existing tenants should attach copies of any new permits and licenses as
      well as any renewals of permits or licenses previously issued.

As used herein, the term "HAZARDOUS MATERIALS" means any hazardous or toxic
substance, material or waste which is or becomes regulated by any local
governmental authority, the State of Arizona or the United States government.
The term "HAZARDOUS MATERIALS" includes, without limitation, petroleum products,
asbestos, PCB's, and any material or substance which is (i) listed under, or
defined as hazardous or extremely hazardous pursuant to The Arizona
Environmental Quality Act of 1986, A.R.S. Section 49-101, et. seq., (ii) deemed
as a "hazardous waste" pursuant to Section 1004 of the Federal Resource
Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903) ("RCRA"),
(iii) defined as a "hazardous substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601 et seq. (42 U.S.C. 9601) ("CERCLA") or any regulations promulgated under
CERCLA; (iv) any substance now or hereafter regulated by the Toxic Substances
Control Act, as amended ("TSCA") (15 U.S.C. Section 2601 et seq.) or any
regulations promulgated under TSCA; (v) petroleum, petroleum by-products,
gasoline, diesel fuel, or other petroleum hydrocarbons; (vi) asbestos and
asbestos-containing material, in any form, whether friable or non-friable; (vii)
polychlorinated biphenyls; (viii) lead and lead-containing materials; or (ix)
any additional substance, material or waste. As used herein, the term "HAZARDOUS
MATERIAL LAW(S)" shall mean any statute, law,


                                    Exhibit C

                                   Page 5 of 6
<PAGE>
ordinance, or regulation of any governmental body or agency (including the U.S.
Environmental Protection Agency, the Arizona Department of Environmental Quality
which regulates the use, storage, release or disposal of any Hazardous
Materials.

The undersigned hereby acknowledges and agrees that this Hazardous Materials
Disclosure Certificate is being delivered to Landlord in connection with the
evaluation of a Lease and, if such Lease is executed, will be attached thereto
as an exhibit. The undersigned further acknowledges and agrees that if such
Lease is executed, this Hazardous Materials Disclosure Certificate will be
updated from time to time in accordance with Section 37 of the Lease. The
undersigned further acknowledges and agrees that Landlord and its partners,
lenders and representatives may, and will, rely upon the statements,
representations, warranties, and certifications made herein and the truthfulness
thereof in entering into the Lease and the continuance thereof throughout the
term, and any renewals thereof, of the Lease. I, the undersigned, acting with
full authority to bind the Tenant and on behalf of the Tenant, certify,
represent and warrant that the information contained in this certificate is true
and correct.

SpeedFam-IPEC, Inc.
an Illinois corporation


By:______________________
Name:____________________
Its:_____________________

Date:____________________


                                    Exhibit C

                                   Page 6 of 6
<PAGE>
                                    EXHIBIT D

                          SOFTWARE MAINTENANCE SCHEDULE

                                 [SEE ATTACHED]


                                    Exhibit D

                                   Page 1 of 1