OFFICE LEASE


by and between


PRESSION ADVISORY L.L.C
An Arizona Limited Liability Company


"Landlord"

and

DIMENSIONAL VISIONS GROUP, LTD.
A Delaware Corporation


"Tenant"

October 27, 1997

for premises known as

"DUNLAP EXECUTIVE OFFICE"
2301 West Dunlap Avenue, Suite 207
Phoenix, Arizona
<PAGE>
TABLE OF CONTENTS                                                           Page

1.   BASIC PROVISIONS                                                         1

2.   LEASED PREMISES; NO ADJUSTMENT                                           2

3.   LEASE TERM; COMMENCEMENT DATE                                            2

4.   SECURITY DEPOSIT                                                         2

5.   RENT; RENT TAX; ADDITIONAL RENT                                          3

6.   OPERATING COSTS                                                          3

7.   CONDITION, REPAIRS AND ALTERATIONS                                       4

8.   SERVICES                                                                 5

9.   LIABILITY AND CASUALTY INSURANCE                                         6

10.  CASUALTY DAMAGE                                                          6

11.  WAIVER OF SUBROGATION                                                    7

12.  LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS                           7

13.  DEFAULT AND REMEDIES                                                     7

14.  LATE PAYMENTS                                                            8

15.  SURRENDER                                                                8

16.  INDEMNIFICATION AND EXCULPATION                                          9

17.  ENTRY BY LANDLORD                                                        9

18.  SUBSTITUTE PREMISES                                                      9

19.  ASSIGNMENT AND SUBLETTING                                               10

20.  USE OF LEASED PREMISES                                                  11

21.  SUBORDINATION AND ATTORNMENT                                            11

22.  ESTOPPEL CERTIFICATE                                                    12

23.  SIGNS                                                                   12

24.  PARKING                                                                 12

25.  LIENS                                                                   12

26.  HOLDING OVER                                                            12

27.  ATTORNEYS' FEES                                                         13
<PAGE>
28.  RESERVED RIGHTS OF LANDLORD                                             13

29.  EMINENT DOMAIN                                                          13

30.  NOTICES                                                                 13

31.  RULES AND REGULATIONS                                                   14

32.  ACCORD AND SATISFACTION                                                 14

33.  EARLY MOVE-IN                                                           14

34.  MISCELLANEOUS                                                           14
<PAGE>
OFFICE LEASE

I. BASIC PROVISIONS
<TABLE>
<CAPTION>
<S>   <C>                           <C>
1.1   Date                          October 27. 1997

1.2   Landlord:                     Presson Advisory. L.LC.
                                    an Arizona Limited Liability Company
1.3   Landlord's Address:           501 Fast Thomas. Suite 200
                                    Phoenix. Arizona 85012

1.4   Tenant:                       Dimensional Visions Group, Ltd.
                                    A Delaware Corporation

1.5   Tenant's Address              2301 West Dunlap, Suite 207
                                    Phoenix, Arizona 85021

1.6   Property                      The parcel of real estate located in Maricopa County, Arizona,
                                    described on Exhibit "A" attached hereto and incorporated herein by
                                    this reference.

1.7   Building                      That certain office building located at 2301 West Dunlap. Phoenix,
                                    AZ and situated on the Property, and the landscaping, parking
                                    facilities, and all other improvements and appurtenances to the
                                    Property.

1.8   Leased Premises               Approximately 3100 rentable square feet of office space located on
                                    the 2nd floor of the Building and commonly known as Suite 207

1.9   Permitted use                 General office and no other purpose.

1.10  Lease Term.                   Three (3) years and  One-Half (1/2 ) months.

1.11  Scheduled Commencement Date:  December 15, 1997

1.12  Annual Basic Rent:            December 15, 1997 through December 31, 1997-Rent at no charge.
                                    1. $44,950.00 ($3,745.83/month) based upon a rental rate of $14.50
                                    PSF 1/1/98 through 12/31/98.
                                    2. $46,500.00 ($3,875.00/month) based upon a rental rate of $15.00
                                    PSF 1/1/99 through 12/31/99
                                    3. $48,050.00 ($4,004.17/month) based upon a rental rate of $15.50
                                    PSF 1/1/2000 through 12/31/2000.

1.13  Security Deposit.             $4,100.00

1.14  Base Year Costs               1998 actual Operating Costs per rentable square foot from the
                                    Commencement Date until December 31, 1998 extrapolated over a twelve
                                    (12) month period.

1.15  Building Hours                7 a.m., to 7 p.m., Monday through Friday, and 8 a.m. to 2 p.m. on
                                    Saturday, excluding recognized federal, state or local holidays.

1.16  Parking Spaces                Three (3) covered/reserved.

1.17  Parking Charge.               Two (2) covered/reserved no charge.
                                    One (1) covered/reserved at $25.00 per month.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>   <C>                           <C>
1.18  Guarantors                    None

1.19  Broker                        DAUM Commercial Real Estate Services and CB Commercial.

1.20  Metropolitan Area:            Phoenix

1.21  Late Charge Percentage        Ten Percent (10%)

1.22  Riders                        1= Hazardous Materials - exception would be for copy machine and
                                       common office supplies.

1.23  Exhibits                      A = Description of the Property
                                    B = Floor Plan
                                    E = Building Rules and Regulations
                                    G = Work Letter
</TABLE>
2. LEASED PREMISES: NO ADJUSTMENTS

     2.1  Leased  Premises.  Landlord  leases to Tenant,  and Tenant  leases and
accepts from Landlord,  the Leased  Premises,  upon the terms and conditions set
forth in this Lease and any modifications,  supplements or addenda to this Lease
(the  "Lease"),   including  the  Basic   Provisions  of  Article  I  which  are
incorporated  into this Lease by this reference,  together with the nonexclusive
right to use, in common with Landlord and others,  the Building Common Areas (as
defined below). For the purposes of this Lease, the term "Building Common Areas"
means common hallways,  corridors,  walkways and footpaths,  foyers and lobbies,
bathrooms and janitorial closets,  electrical and telephone closets,  landscaped
areas, and such other areas within or adjacent to the Building which are subject
to or are  designed  or  intended  solely for the common  enjoyment,  use and/or
benefits of the tenants of the Building.

     2.2 No  Adjustment  The  Annual  Basic  Rent at the  Commencement  Date (as
defined  below) is based on the Leased  Premises  containing  approximately  the
rentable  square  footage set forth in Article 1.8 above.  The Annual Basic Rent
shall not be increased or decreased if the actual rentable square footage of the
Leased  Premises is more or less than the rentable  square  footage set forth in
Article 1.8.

3. LEASE TERM: COMMENCEMENT DATE

     3.1 Lease  Term.  The Lease Term shall begin on the  Commencement  Date and
shall be for the period set forth in Article 1.10 above, plus any period of less
than one (1) month between the  Commencement  Date and the first day of the next
succeeding  calendar  month,  unless sooner  terminated  in accordance  with the
further provisions of this Lease.

     3.2 Commencement Date. The Commencement Date shall mean the earliest of (a)
the date on which Landlord tenders  possession of the Leased Premises to Tenant;
(b) the date on which  Landlord  would have  tendered  possession  of the Leased
Premises  to  Tenant  but  for  any  act or  omission  of  Tenant,  its  agents,
contractors  or employees,  or (c) the date on which Tenant takes  possession of
the Leased Premises.

     3.3 Memorandum of Commencement Date.  Landlord and Tenant shall, within ten
(10) days after the  Commencement  Date,  execute a  declaration  in the form of
Exhibit  "C"  attached  hereto  specifying  the  Commencement  Date  should  the
Commencement Date be a date other than the Scheduled Commencement Date.

     3.4 Delay in Commencement  Date. In the event Landlord shall be unable, for
any  reason,  to  deliver  possession  of the Leased  Premises  to Tenant on the
Scheduled Commencement Date, Landlord shall not be liable for any loss or damage
occasioned due to such failure,  nor shall such inability affect the validity of
this Lease or the  obligations  of Tenant.  In such event,  Tenant  shall not be
obligated to pay Annual  Basic Rent or  Additional  Rent until the  Commencement
Date. In the event Landlord  shall not have  delivered  possession of the Leased
Premises  to Tenant  within  thirty (30) days after the  Scheduled  Commencement
<PAGE>
Date,  and if such failure to deliver  possession  was (a) caused  solely by the
fault or  neglect  of  Landlord,  and (b) not  caused by any fault or neglect of
Tenant or due to additional time required to plan for and install other work for
Tenant beyond the amount of time which would have been required if only building
standard improvements had been installed, then, as its sole and exclusive remedy
for Landlord's  failure to deliver possession of the Leased Premises in a timely
manner,  Tenant  shall  have the right to  terminate  this  Lease by  delivering
written  notice of  termination  to Landlord at any time within thirty (30) days
after the expiration of such thirty (30) day period.  Such termination  shall be
effective  thirty (30) days after  receipt by  Landlord  of  Tenant's  notice of
termination  unless Landlord shall,  prior to the expiration of such thirty (30)
day  period,  deliver  possession  of the  Leased  Premises  to  Tenant.  Upon a
termination  of this Lease  pursuant to the  provisions of this Article 3.4, the
parties  shall  have no  further  obligations  or  liabilities  to the other and
Landlord  shall  promptly  return any  monies  previously  deposited  or paid by
Tenant.

     3.5  Lease  Year.  Each  "Lease  Year"  shall be a period  of  twelve  (12)
consecutive  calendar months, the first Lease Year beginning on the Commencement
Date or on the first day of the calendar month next succeeding the  Commencement
Date if the Commencement Date is not on the first day of a calendar month.

4. SECURITY DEPOSIT

     Tenant  shall  pay to  Landlord,  upon the  execution  of this  Lease,  the
Security Deposit set forth in Article 1.13 above as security for the performance
by Tenant of its obligations under this Lease, which amount shall be returned to
Tenant after the expiration or earlier termination of this Lease,  provided that
Tenant  shall have fully  performed  all of its  obligations  contained  in this
Lease.  The Security  Deposit,  at the election of Landlord,  may be retained by
Landlord as and for its full  damages or may be applied in reduction of any loss
and/or damage  sustained by Landlord by reason of the  occurrence of any breach,
nonperformance  or default by Tenant under this Lease  without the waiver of any
other right or remedy available to Landlord at law, in equity or under the terms
of this  Lease.  If any portion of the  Security  Deposit is so used or applied,
Tenant shall,  within five(5) days after written  notice from Landlord,  deposit
with Landlord immediately available funds in an amount sufficient to restore the
Security Deposit to its original amount,  and Tenant's failure to do so shall be
a breach of this Lease.  Tenant acknowledges and agrees that in the event Tenant
shall file a  voluntary  petition  pursuant  to the  Bankruptcy  Code,  or if an
involuntary  petition is filed against Tenant  pursuant to the Bankruptcy  Code,
then Landlord may apply the Security Deposit towards those obligations of Tenant
to  Landlord  which  accrued  prior  to the  filing  of  such  petition.  Tenant
acknowledges further that the Security Deposit may be commingled with Landlord's
other funds and that Landlord shall be entitled to retain any interest  earnings
on the Security Deposit.  In the event of termination of Landlord's  Interest in
this Lease, Landlord shall transfer the Security Deposit to Landlord's successor
in interest,  and Landlord  shall be released  from  liability by Tenant for the
return of such deposit or for an accounting of the Security Deposit.

5. RENT: RENT TAX: ADDITIONAL RENT

     5.1 Payment of Rent. Tenant shall pay to Landlord the Annual Basic Rent set
forth in Article 1.12 above,  subject to  adjustment  as provided for in Article
1.12. The Annual Basic Rent shall be paid in equal monthly  installments,  on or
before the first day of each and every  calendar month during the Lease Term, in
advance,  without notice or demand and without abatement,  deduction or set-off,
except for the first  month's  rent which is due and payable on  execution,  and
pro-rata, in advance for any partial month.. The Annual Basic Rent for the first
full month of the Lease Term shall be paid upon the execution of this Lease. All
payments requiring proration shall be prorated on the basis of a thirty (30) day
month.  In  addition,  all payments to be made under this Lease shall be paid in
lawful  money of the United  States of America to  Landlord  or its agent at the
address set forth in Article 1.3 above, or to such other person or at such other
place as Landlord may from time to time designate in writing.

     5.2 Rent Tax. In addition to the Annual Basic Rent and Additional  Rent (as
defined  below),  Tenant  shall  pay to  Landlord,  together  with  the  monthly
installments  of Annual Basic Rent and payments of  Additional  Rent,  an amount
equal  to  any  state  or  local  sales,  rental,  occupancy,   excise,  use  or
transactional  privilege  taxes assessed or levied upon Landlord with respect to
the amounts  paid by Tenant to Landlord  under this Lease,  as well as all taxes
assessed or imposed upon Landlord's  gross receipts or gross income from leasing
the  Leased  Premises  to Tenant,  including,  without  limitation,  transaction
privilege taxes,  education excise taxes, any tax now or subsequently imposed by
the City of Phoenix,  the State of Arizona, any other governmental body, and any
<PAGE>
taxes assessed or imposed in lieu of or in  substitution of any of the foregoing
taxes.  Such taxes shall not,  however,  include any  franchise,  gift,  estate,
inheritance, conveyance, transfer or net income tax assessed against Landlord.

     5.3 Additional  Rent In addition to Annual Basic Rent, all other amounts to
be paid by Tenant to Landlord  pursuant to this Lease  (including  amounts to be
paid by Tenant  pursuant  to  Article 6  below),  if any,  shall be deemed to be
Additional  Rent,  irrespective of whether  designated as such, and shall be due
and  payable  within  thirty  (30) days after  receipt  by Tenant of  Landlord's
statement or together with the next succeeding installment of Annual Basic Rent,
whichever  shall first  occur.  Landlord  shall have the same  remedies  for the
failure to pay Additional Rent as for the nonpayment of Annual Basic Rent.

6. OPERATING COSTS

     6.1 Tenant's  Obligation.  The Annual Basic Rent does riot include  amounts
attributable to any increase in the amount of Taxes (as hereinafter  defined) or
amounts attributable to any increase in the cost of the use, management, repair,
service,  insurance,  condition,  operation  and  maintenance  of the  Building.
Therefore, in order that the Annual Basic Rent payable throughout the Lease Term
shall reflect any such  increases,  Tenant shall pay to Landlord,  in accordance
with the further  provisions  of this Article 6, an amount per  rentable  square
foot of the Leased Premises equal to the difference  between the Operating Costs
(as  hereinafter  defined)  per  rentable  square  foot and the Base Year Costs.
Tenant   acknowledges   that  the  Base  Year  Costs  does  not   constitute   a
representation  by Landlord as to the Operating  Costs per rentable  square foot
that may be incurred during any calendar year.

     6.2 Landlord's  Estimate.  Landlord shall furnish Tenant an estimate of the
Operating  Costs per rentable  square foot for each Fiscal Year (as  hereinafter
defined)  commencing with the Fiscal Year in which the Commencement Date occurs.
In addition,  Landlord may, from time to time, furnish Tenant a revised estimate
of Operating  Costs should  Landlord  anticipate any increase in Operating Costs
from  that set forth in a prior  estimate.  Commencing  with the first  month to
which an  estimate  applies,  Tenant  shall  pay,  in  addition  to the  monthly
installments  of Annual Basic Rent, an amount equal to  one-twelfth  (1/12th) of
the product of the rentable square footage of the Leased Premises  multiplied by
the difference  (but not less than zero (0)), if any,  between such estimate and
the Base Year Costs;  provided,  however, if less than ninety-five percent (95%)
of the  rentable  area of the Building  shall be occupied by tenants  during the
period covered by such estimate,  the estimated  Operating Costs for such period
shall be, for the purposes of this Article 6, increased to an amount  reasonably
determined by Landlord to be  equivalent  to the  Operating  Costs that would be
incurred if occupancy  would be at least  ninety-five  percent  (95%) during the
entire period. Within one hundred twenty (120) days after the expiration of each
Fiscal Year or such longer  period of time as may be  necessary  to compile such
statement,  Landlord shall deliver to Tenant a statement of the actual Operating
Costs for such Fiscal Year, If the actual  Operating  Costs for such Fiscal Year
are more or less than the estimated  Operating Costs, a proper  adjustment shall
be made;  provided,  however,  if less  than  ninety-five  percent  (95%) of the
rentable  area of the Building  shall have been  occupied by tenants at any time
during such period, the actual Operating Costs for such period shall be, for the
purposes of this Article 6,  increased  to an amount  reasonably  determined  by
Landlord to be equivalent  to the Operating  Costs that would have been incurred
had such occupancy been at least ninety-five (95%) during the entire period. Any
excess  amounts paid by Tenant shall be, at  Landlord's  option,  applied to any
amounts  then  payable by Tenant to  Landlord  or to the next  maturing  monthly
installments of Annual Basic Rent or Additional Rent. Any deficiency between the
estimated  and  actual  Operating  Costs  shall be paid by  Tenant  to  Landlord
concurrently  with the monthly  installment  of Annual  Basic Rent next due. Any
amount owing for a  fractional  Fiscal Year in the first or final Lease Years of
the Lease Term shall be prorated. For the purposes of this Lease, the term means
the fiscal year (or  portion of the fiscal  year) of  Landlord.  The Fiscal Year
currently  commences  on January land ends on December  31;  provided,  however,
Landlord  reserves the right to change the Fiscal Year at any time or times, but
no such change shall result in an increase in the amounts  otherwise  payable by
Tenant pursuant to the provisions of this Article 6.

     6.3 Operating Costs - Defined.  For the purposes of this Lease,  "Operating
Costs" shall mean all costs and expenses accrued,  paid or incurred by Landlord,
or on Landlord's  behalf, in respect of the use,  management,  repair.  service,
insurance,  condition,  operation and maintenance of the Building including, but
not limited to the  following:  (a) salaries,  wages and benefits of all persons
who perform  duties in connection  with  landscaping,  parking,  janitorial  and
general  cleaning  services,  security  services and any and all other employees
engaged by or on behalf of Landlord; (b) payroll taxes, workmen's  compensation,
uniforms and related  expenses for such  employees;  (c) the cost of all charges
for oil,  gas,  steam,  electricity,  any  alternate  source  of  energy,  heat,
ventilation,  air-conditioning,   refrigeration,  water,  sewer  service,  trash
<PAGE>
collection,  pest control and all other  utilities,  together  with any taxes on
such utilities;  (d) the cost of painting  non-tenant space; (e) the cost of all
charges for rent, casualty,  liability,  fidelity and other insurance maintained
by  Landlord,  including  any  deductible  amounts  incurred  with respect to an
insured loss; (f) the cost of all supplies (including cleaning supplies), tools,
materials,  equipment and personal property, the rental of the personal property
and  sales,  transaction  privilege,  excise and  oilier  taxes on the  personal
property;  (g) depreciation of hand tools and other moveable equipment;  (h) the
cost of all  charges for window and other  cleaning,  janitorial,  and  security
services; (i) the cost of charges for independent  contractors;  (j) the cost of
repairs and replacements  made by Landlord at its expense and the fees and other
charges for  maintenance  and service  agreements;  (k) the cost of exterior and
interior landscaping; (l) costs relating to the operation and maintenance of all
real property and improvements  appurtenant to the Building  including,  without
limitation, all parking areas, service areas, walkways and landscaping;  (m) the
cost of alterations and improvements made by reason of the laws and requirements
of any public  authorities  or the  requirements  of insurance  bodies;  (n) all
management  fees and other charges for  management  services and overhead  costs
(including  travel and related  expenses),  whether  provided by an  independent
management  company,  Landlord  or an  affiliate  of  Landlord,  not to  exceed,
however,  the then  prevailing  range  of rates  charged  in  comparable  office
buildings in tile  metropolitan  area set forth in Article 1.20; (o) the cost of
any capital  improvements  or additions  which  improve the comfort or amenities
available to tenants of the  Building,  provided,  however,  that any such costs
shall be amortized  with  interest  over the useful life of the  improvement  or
addition;  (p) the cost of any  capital  improvements  or  additions  which  are
intended to enhance the safety of the Building or reduce (or avoid increases in)
Operating Costs, provided,  however, that any such costs shall be amortized with
interest over the useful life of the  improvement  or addition;  (q) the cost of
licenses and permits, inspection fees and reasonable legal, accounting and other
professional fees and expenses;  (r) taxes (as defined below); and (s) all other
charges properly allocable to the use, management,  repair, service,  insurance,
condition,  operation  and  maintenance  of  the  Building  in  accordance  with
generally accepted accounting principles.

     6.4 Operating  Costs - Exclusions.  Excluded from Operating  Costs shall be
the  following:  (a)  depreciation,  except  to the  extent  expressly  included
pursuant to Article 6.3 above; (b) interest on and amortization of debts, except
to the extent  expressly  included  pursuant to Article  6.3  above;(c)leasehold
improvements,  including  redecorating  made for  tenants of the  Building;  (d)
brokerage  commissions  and advertising  expenses for procuring  tenants for the
Building or the Property;  (e)  refinancing  costs;  (f) the cost of any repair,
replacement or addition which would be required to be capitalized  under general
accepted accounting principles, except to the extent expressly included pursuant
to Article 6.3 above;  and (g) the cost of any item included in Operating  Costs
under  Article  6.3 above to the  extent  that such cost is  reimbursed  or paid
directly by an  insurance  company,  condemnor,  a tenant of the Building or any
other party.

     6.5 Taxes - Defined. For the purposes of this Lease, "Taxes" shall mean and
include all real property taxes and personal property taxes, general and special
assessments,  foreseen as well as unforeseen,  which are levied or assessed upon
or with respect to the Property any improvements,  fixtures, equipment and other
property of  Landlord,  real or  personal,  located on the  Property and used in
connection with the operation of all or any portion of the Property,  as well as
any tax,  surcharge or assessment  which shall be levied or assessed in addition
to or in lieu of such real or personal  property  taxes and  assessments.  Taxes
shall also include any expenses incurred by Landlord in contesting the amount or
validity of any real or personal  property  taxes and  assessments.  Taxes shall
not, however,  include any franchise,  gift,  estate,  inheritance,  conveyance,
transfer or income tax assessed against Landlord.

     No Waiver.  The failure by Landlord to furnish  Tenant with a statement  of
Operating  Costs  shall  not  constitute  a waiver by  Landlord  or its right to
require Tenant to pay excess Operating Costs per rentable square foot.

7. CONDITION. REPAIRS AND ALTERATIONS

     7.1 As-Is Condition.  Landlord shall provide the Leased Premises to Tenant,
and Tenant  accepts the Leased  Premises in an "AS-IS"  condition,  and Landlord
makes no  representations  or warranties  concerning the condition of the Leased
Premises and has no obligation to construct,  remodel, improve, repair, decorate
or  paint  the  Leased  Premises  or any  improvement  on or part of the  Leased
Premises,  except as set forth in  Articles  7.4. 10 or as outlined in the "Work
Letter" marked as Exhibit's"  below.  Tenant represents and warrants that it has
inspected the Leased  Premises prior to execution of this Lease,  and that it is
relying on its own  inspection in executing this Lease and not on any statement,
representation or warranty of Landlord, its agents or employees.
<PAGE>
     7.2 Alterations and Improvements. Tenant shall not make any improvements or
other  alterations  to the  interior  or exterior  of the Leased  Premises  (the
"Tenant  Improvements")  without first obtaining the written consent of Landlord
to the  proposed  work,  including  the plans,  specifications  and the proposed
architect and/or  contractor(s) for such alterations  and/or  improvements.  All
such Tenant Improvements shall be at the sole cost and expense of Tenant. Tenant
acknowledges  and  agrees  that any review by  Landlord  of  Tenant's  plans and
specifications  and/or right of approval  exercised by Landlord  with respect to
any Tenant  Improvements is for Landlord's  benefit only and Landlord shall not,
by  virtue  of such  review  or  right  of  approval,  be  deemed  to  make  any
representation.  warranty or  acknowledgment to Tenant or to any other person or
entity as to the  adequacy of Tenant's  plans and  specifications  or any Tenant
Improvements.

     7.3 Tenant's  Obligations.  Tenant shall, at Tenants sole cost and expense,
maintain the Leased Premises in a clean,  neat and sanitary  condition and shall
keep the Leased Premises and every part of the Leased Premises in good condition
and repair  except  where the same is  required to be done by  Landlord.  Tenant
waives all rights to make  repairs at the expense of Landlord as provided by any
law,  statute  or  ordinance  now or  subsequently  in effect.  All of  Tenant's
Improvements  are the  property  of the  Landlord,  and Tenant  shall,  upon the
expiration  or  earlier  termination  of the Lease  Term,  surrender  the Leased
Premises,  including Tenants Improvements,  to Landlord,  broom clean and in the
same condition as when received,  ordinary wear and tear excepted. Except as set
forth in  Articles  7.4.10 and the "Work  Letter"  marked as Exhibit  "G" below,
Landlord has no obligation to construct,  remodel,  improve, repair, decorate or
paint the Leased Premises or any improvement on or part of the Leased  Premises.
Tenant shall pay for the cost of all repairs to the Leased Premises not required
to  be  made  by  Landlord  and  shall  be  responsible  for  any  redecorating,
remodeling,   alteration,  painting  and  carpet  cleaning  other  than  routine
vacuuming during the Lease Term.  Tenant shall pay for any repairs to the Leased
Premises and/or the Building made necessary by any negligence or carelessness of
Tenant, its employees or invitees.

     7.4 Landlord's  Obligations.  Landlord shall (a) make all necessary repairs
to the exterior walls,  exterior  doors,  windows and corridors of the Building,
(b)  keep  the  Building  and the  Building  Common  Areas  in  good  condition,
and(c)keep the Building  equipment  such as elevators,  plumbing,  heating,  air
conditioning and similar Building  equipment in good repair,  but Landlord shall
not be liable or  responsible  for breakdowns or  interruptions  in service when
reasonable efforts are made to restore such service.

     7.5 Removal of Alterations.  Upon the expiration or earlier  termination of
this Lease,  Tenant  shall  remove from the Leased  Premises  all movable  trade
fixtures and other movable  personal  property,  and shall  promptly  repair any
damage to the Leased Premises  and/or the Building  caused by such removal.  All
such removal and repair  shall be entirely at Tenants sole cost and expense.  At
any time within fifteen (15) days prior to the scheduled expiration of the Lease
Term or immediately  upon any  termination  of this Lease,  Landlord may require
that  Tenant  remove  from  the  Leased  Premises  any  alterations,  additions,
improvements,  trade  fixtures,  equipment,  shelving,  cabinet units or movable
furniture (and other personal property) designated by Landlord to be removed. In
such event, Tenant shall, in accordance with the provisions of Article 7.2 above
and Article 10 below,  complete such removal (including the repair of any damage
caused  thereby)  entirely at its own expense and within fifteen (15) days after
notice from Landlord.  All repairs required of tenant pursuant to the provisions
of this  Article  7.5 and  Article  10  below  shall  be  performed  in a manner
satisfactory to Landlord,  and shall include,  but not be limited to,  repairing
plumbing,  electrical wiring and holes in walls,  restoring damaged floor and/or
ceiling  tiles,  repairing any other  cosmetic  damage,  and cleaning the Leased
Premises. Except for normal wear.

     7.6 No  Abatement.  Except  as  provided  herein,  Landlord  shall  have no
liability to Tenant,  nor shall  Tenants  covenants and  obligations  under this
Lease,  including without  limitation,  Tenant's  obligation to pay Annual Basic
Rent and  Additional  Rent,  be reduced or abated in any  manner  whatsoever  by
reason of any  inconvenience,  annoyance,  interruption  or  injury to  business
arising from Landlord's making any repairs or changes which Landlord is required
or permitted to make pursuant to the terms of this Lease or by any other tenants
lease or are  required  by law to be made in and to any  portion  of the  Leased
Premises or the Building.  Landlord shall, nevertheless,  use reasonable efforts
to minimize any interference with Tenant's  business in the Leased Premises.  If
Landlord is unable to abate  damages  within sixty (60) days then Tenant has the
right to terminate.
<PAGE>
8. SERVICES

     8.1 Climate Control.  Landlord shall provide  reasonable climate control to
the Leased  Premises  during the Building  Hours as is suitable,  in  Landlord's
judgment,  for  the  comfortable  use and  occupation  of the  Leased  Premises,
excluding,  however,  air  conditioning,  evaporative  cooling  or  heating  for
electronic data processing or other equipment  requiring  extraordinary  climate
control.

     8.2  Janitorial  Services.  Landlord  shall make  janitorial  and  cleaning
services  available to the Leased  Premises at least five (5) evenings per week,
except  recognized  federal,  state  or  local  holidays.  Tenant  shall  pay to
Landlord,  within five (5) days after receipt of Landlord's bill, the reasonable
costs  incurred by Landlord for extra cleaning in the Leased  Premises  required
because  of (a)  misuse or  neglect  on the part of  Tenant,  its  employees  or
invitees,  (b) use of  portions  of the Leased  Premises  for  special  purposes
requiring greater or more difficult cleaning work than office  areas,(c)interior
glass  partitions or unusual  quantities  of glass  surfaces,  (d)  non-building
standard  materials  or  finishes  installed  by Tenant or at its  request,  (e)
removal  from the Leased  Premises  of refuse and rubbish of Tenant in excess of
that ordinarily  accumulated in general office  occupancy or at times other than
Landlord's  standard cleaning times, and (f) shampooing or other forms of carpet
cleaning other than routine vacuuming.

     8.3 Electricity.  Landlord shall, during Building Hours, furnish reasonable
amounts of electric  current as required for normal and usual lighting  purposes
and for office  machines and equipment such as personal  computers,  telecopy or
facsimile machines,  typewriters, adding machines, copying machines, calculators
and similar  machines and  equipment  normally  utilized in general  office use.
Tenants  use of  electric  energy in the Leased  Premises  shall not at any time
exceed the  capacity of any of the risers,  piping,  electrical  conductors  and
other  equipment  in or  serving  the  Leased  Premises.  The  Tenant  will have
electricity  uninterrupted  except for any  emergency  throughout  lease  period
without regauged to building hours.

     8.4 Water.  Landlord  shall  furnish cold and heated water for drinking and
lavatory purposes to the Building Common Areas.

     8.5  Light  Bulbs.  Landlord  shall  perform  such  replacement  of  lamps,
fluorescent  tubes and lamp ballasts in the Leased  Premises and in the Building
as may be required  from time to time.  If the  lighting  fixtures in the Leased
Premises  are other than those  furnished  at the  beginning  of the Lease Term,
Tenant shall pay  Landlord's  charge for replacing the lamps,  lamp ballasts and
fluorescent tubes in such lighting fixtures so installed by Tenant within thirty
(30) days after receipt of Landlord's bill.

     8.6 Additional Services.  Tenant shall pay to Landlord,  monthly as billed,
as  Additional  Rent,  Landlord's  charge for services  furnished by Landlord to
Tenant in excess of that agreed to be  furnished  by  Landlord  pursuant to this
Article 8, including,  but not limited to (a) any utility  services  utilized by
Tenant during other than Building  Hours,  and (b) climate  control in excess of
that  agreed to be  furnished  by  Landlord  pursuant  to  Article  8.1 above or
provided at times other than Building Hours.

     8.7  Interruptions  in Service.  Landlord  does not warrant that any of the
foregoing  services or any other services which Landlord may supply will be free
from interruption.  Tenant acknowledges that anyone or more of such services may
be  suspended  by reason  of  accident,  repairs,  inspections,  alterations  or
improvements  necessary to be made,  or by strikes or lockouts,  or by reason of
operation  of law,  or by causes  beyond the  reasonable  control  of  Landlord.
Landlord  shall not be  liable  for and  Tenant  shall  not be  entitled  to any
abatement or reduction of Annual Basic Rent or Additional  Rent by reason of any
disruption of the services to be provided by Landlord pursuant to this Lease.

9. LIABILITY AND CASUALTY INSURANCE

     9.1 Liability Insurance.  Tenant shall, during the Lease Term, keep in full
force and effect, a policy or policies of commercial general liability insurance
for bodily injury,  personal  injury  (including  wrongful  death) and damage to
property resulting from (i) any occurrence in the Leased Premises,  (ii) any act
or omission by Tenant, by any subtenant of Tenant, or by any of their respective
invitees,  agents,  servants,  contractors  or employees  anywhere in the Leased
Premises  or the  Building,  (iii)  the  business  operated  by Tenant or by any
subtenant of Tenant in the Leased Premises,  and (iv) the contractual  liability
of Tenant to Landlord pursuant to the indemnification provisions of Article 16.1
<PAGE>
below,  which  coverage  shall not be less than One Million  and No/100  Dollars
($l,000,000.00),  combined single limit, per occurrence. The liability policy or
policies shall contain an endorsement naming Landlord as an additional insured.

     9.2 Casualty  Insurance.  Tenant shall, during the Lease Term, keep in full
force and  effect,  a policy or  policies of so called "All Risk" or "All Peril"
insurance,  including coverage for vandalism or malicious mischief, insuring the
Tenant Improvements and Tenant's stock in trade,  furniture,  personal property,
fixtures,  equipment and other items in the Leased Premises, with coverage in an
amount equal to the replacement cost.

     9.3 Worker's Compensation  Insurance.  Tenant shall, during the Lease Term,
keep in full force and effect,  a policy or  policies  of worker's  compensation
insurance  with an insurance  carrier and in amounts  approved by the Industrial
Commission of the State of Arizona.

     9.4 Business Interruption  Insurance.  If Landlord shall so require, Tenant
shall,  during  the  Lease  Term,  keep in full  force and  effect,  a policy or
policies of business  interruption  insurance  in an amount equal to twelve (12)
monthly  installments  of Annual  Basic  Rent and  Additional  Rent  payable  to
Landlord,  together with the taxes on such rent,  insuring Tenant against losses
sustained  by Tenant as a result of any  cessation or  interruption  of Tenant's
business in the Leased Premises for any reason.

     9.5 Insurance  Requirements.  Each insurance policy and certificate of such
insurance  policy  obtained by Tenant  pursuant  to this Lease  shall  contain a
clause that the insurer  will  provide  Landlord  with at least thirty (30) days
prior written notice of any material change,  non-renewal or cancellation of the
policy. Each such insurance policy shall be with an insurance company authorized
to do business in the State of Arizona and reasonably  acceptable to Landlord. A
certificate (e.g. Acord Form 27) evidencing the coverage under each such policy,
as well as a certified copy of the required  additional  insured  endorsement(s)
shall be  delivered to Landlord  prior to  commencement  of the Lease Term.  All
insurance  policies  required  pursuant  to this  Article 9 shall be  written as
primary  policies,  not  contributing  with or in excess of any  coverage  which
Landlord may carry.  Tenant shall procure and maintain all policies  entirely at
its own expense and shall,  at least twenty (20) days prior to the expiration of
such  policies,  furnish  Landlord with renewal  certificates  of such policies.
Tenant shall not do or permit to be done  anything  which shall  invalidate  the
insurance  policies  maintained by Landlord or the insurance  policies  required
pursuant to this Article 9 or the coverage under such policies.

     9.6 Co-Insurance. If on account of the failure of Tenant to comply with the
provisions  of this Article 9 Landlord is deemed a co-insurer  by its  insurance
carrier,  then any loss or damage which Landlord shall sustain by reason of such
failure  shall be borne by Tenant,  and shall be paid by Tenant  within ten (10)
days after receipt of a bill for such loss or damage.

     9.7 Adequacy of Insurance.  Landlord makes no representation or warranty to
Tenant that the amount of  insurance  to be carried by Tenant under the terms of
this Lease is adequate to fully protect Tenant's  interests.  If Tenant believes
that the amount of any such insurance is  insufficient,  Tenant is encouraged to
obtain,  at its sole cost and expense,  such additional  insurance as Tenant may
deem desirable or adequate.  Tenant acknowledges that Landlord shall not, by the
fact of approving, disapproving, waiving, accepting, or obtaining any insurance,
incur any liability for or with respect to the amount of insurance carried,  the
form or legal  sufficiency  of such  insurance,  the  solvency of any  insurance
companies  or the  payment  or defense of any  lawsuit in  connection  with such
insurance coverage,  and Tenant hereby expressly assumes full responsibility for
and all liability, if any, with respect to, Tenant's insurance coverage.

10. CASUALTY DAMAGE

     10.1  Obligation  to  Repair.  In the  event of any  damage  to the  Leased
Premises,  Tenant  shall  promptly  notify  Landlord in  writing.  If the Leased
Premises or any part of the Building  are damaged by fire or other  casualty not
due to the fault or  negligence  of Tenant,  its  employees,  invitees,  agents,
contractors or servants,  the damage to the Building  and/or the Leased Premises
shall be repaired by and at the expense of Landlord,  excluding any  alterations
or  improvements  made by Tenant,  unless this Lease is terminated in accordance
with the  provisions  of Article 10.2 below.  Until such repairs by Landlord are
completed,  Annual Basic Rent and Additional  Rent shall be abated in proportion
to the part of the Leased Premises which is unusable by Tenant in the conduct of
its business.  If, however,  such damage is due in whole or in part to the fault
or neglect of Tenant or any  subtenant  of  Tenant,  or any of their  respective
<PAGE>
agents,  employees,  servants,  contractors  or  invitees,  there  shall  be  no
abatement of Annual Basic Rent or  Additional  Rent and Tenant shall be required
to  repair  all such  damage  at its sole cost and  expense.  There  shall be no
abatement  of Annual Basic Rent or  Additional  Rent on account of damage to the
Building or the Property unless there is also damage to the Leased Premises.

     Tenant hereby waives any statute now or subsequently in effect which grants
to Tenant the right to terminate  this Lease or which  provides for an abatement
of rent on account of damage or destruction, including, without limitation, ARS.
ss. 33-343.

     10.2  Landlord's  Option.  If the damage is not fully covered by Landlord's
insurance,  or if Landlord  determines  in good faith that the cost of repairing
the damage is more than one-third of the then  replacement cost of the Building,
or if Landlord has  determined  in good faith that the  required  repairs to the
Building cannot be made within a one hundred twenty (120) day period without the
payment of overtime or other premiums, or in the event a holder of a mortgage or
a deed of trust  against the Building or the Property  requires  that all or any
portion of the insurance  proceeds be applied in reduction of the mortgage debt,
or if such damage occurs during the final year of the Lease Term,  then Landlord
may, by written  notice to Tenant within sixty (60) days after the occurrence of
such damage,  terminate this Lease as of the date set forth in Landlord's notice
to  Tenant.  This  right  will be  reciprocal.  If  Landlord  does not  elect to
terminate this Lease,  Landlord shall, at its sole cost and expense,  repair the
Building and the Leased Premises, excluding any alterations or improvements made
by Tenant, and while such repair work is being performed,  the Annual Basic Rent
and Additional Rent shall be abated as provided  above.  Nothing in this Article
10 shall be construed as a limitation of Tenant's liability for any such damage,
should such liability otherwise exist.

11. WAIVER OF SUBROGATION

     Landlord  and Tenant  each  hereby  waives  its rights and the  subrogation
rights of its insurer  against the other patty and any other tenants of space in
the Building or the Property as well as their  respective  officers,  employees,
agents,  authorized  representatives  and  invitees,  with respect to any claims
including,  but not limited to, claims for injury to any persons,  and/or damage
to the  Property,  the  Building  or the Leased  Premises  and/or any  fixtures,
equipment, personal property,  furniture,  improvements and/or alterations in or
to the Leased Premises,  which are caused by or result from (a) risks or damages
required to be insured  against under this Lease, or (b) risks and damages which
are insured against by insurance policies maintained by Landlord and Tenant from
time to time.  Landlord  and Tenant  shall  obtain for the other  party from its
insurers  under each policy  required by this Lease or  otherwise  maintained  a
waiver of all rights of  subrogation  which such  insurers of Landlord or Tenant
might otherwise have against the other party.

12. LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS

     All  covenants  and  agreements  to be performed by Tenant under any of the
terms of this  Lease  shall be  performed  by Tenant at  Tenant's  sole cost and
expense and without any  abatement of Annual Basic Rent or  Additional  Rent. If
Tenant  shall  fail to pay any sum of  money,  other  than  Annual  Basic  Rent,
required to be paid by it under this  Lease,  or shall fail to perform any other
act on its  part to be  performed  under  this  Lease,  and such  failure  shall
continue  for ten (10) days after  notice of such  failure by Landlord  (or such
shorter  period  of time as may be  reasonable  in the  event of an  emergency),
Landlord may (but shall not be obligated to do so) without  waiving or releasing
Tenant from any of Tenant's  obligations,  make any such  payment or perform any
such  other  act on  behalf  of  Tenant.  All sums so paid by  Landlord  and all
necessary  incidental  costs,  together  with  interest  at the  greater  of (a)
eighteen  percent (18%) per annum or (b) the rate of interest per annum publicly
announced,  quoted or published,  from time to time, by Bank of America,  at its
Phoenix, Arizona office as its "reference rate" plus four (4) percentage points,
from the date of such payment by Landlord until  reimbursement in full by Tenant
(the "Default  Rate"),  shall be payable to Landlord as Additional Rent with the
next monthly  installment of Annual Basic Rent;  provided,  however, in no event
shall the Default Rate exceed the maximum rate (if any)  permitted by applicable
law.

13. DEFAULT AND REMEDIES

     13.1  Event of  Default.  If Tenant  shall fail to pay any  installment  of
Annual Basic Rent, any  Additional  Rent or any other sum required to be paid by
Tenant under this Lease,  and such failure shall  continue for ten (10) days, or
if Tenant shall fail to perform any of the other  covenants or conditions  which
Tenant is required to observe and perform and such  failure  shall  continue for
<PAGE>
fifteen  (15)  days (or  such  shorter  period  of time as may be  specified  by
Landlord in the event of an emergency)  after written  notice of such failure by
Landlord to Tenant, or if Tenant makes or has made any warranty,  representation
or  statement  to  Landlord  in  connection  with  this  Lease  which  is or was
materially false or misleading when made or furnished, or if Tenant shall commit
an Event of Default under any other agreement between Landlord and Tenant, or if
the interest of Tenant in this Lease or any of Tenant's equipment,  fixtures, or
personal  property  located on the Leased  Premises  shall be levied  upon under
execution  or  other  legal  process.  or if any  petition  shall be filed by or
against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or
to delay, reduce or modify Tenant's or any Guarantor's debts or obligations,  or
if any petition  shall be filed or other action  taken to  reorganize  or modify
Tenant's or any  Guarantor's  capital  structure,  or if Tenant or any Guarantor
shall be declared  insolvent  according to law, or if any assignment of Tenant's
or any Guarantor's property shall be made for the benefit of creditors,  or if a
receiver or trustee is  appointed  for Tenant or any  Guarantor or all or any of
their respective property,  or if Tenant or any Guarantor shall file a voluntary
petition pursuant to the Bankruptcy Code or any successor the Bankruptcy Code or
if an involuntary  petition be filed against Tenant or any Guarantor pursuant to
the Bankruptcy Code or any successor the Bankruptcy Code, then Tenant shall have
committed  a  material  breach  and  default  under  this  Lease  (an  "Event of
Default").

     13.2 Remedies.  Upon the occurrence of an Event of Default under this Lease
by Tenant,  Landlord  may,  without  prejudice  to any other rights and remedies
available  to a landlord at law, in equity or by statute,  Landlord may exercise
one or more of the following remedies,  all of which shall be construed and held
to be cumulative  and  non-exclusive:  (a) Terminate this Lease and re-enter and
take possession of the Leased Premises,  in which event,  Landlord is authorized
to make such repairs, redecorating, refurbishments or improvements to the Leased
Premises as may be necessary  in the  reasonable  opinion of Landlord  acting in
good faith for the purposes of reletting  the Leased  Premises and the costs and
expenses  incurred in respect of such repairs,  redecorating and  refurbishments
and the expenses of such reletting  (including  brokerage  commissions) shall be
paid by Tenant to  Landlord  within  ten (10) days after  receipt of  Landlord's
statement;  or (b) Without terminating this Lease,  re-enter and take possession
of the Leased Premises;  or (c)Without such re-entry,  recover possession of the
Leased  Premises in the manner  prescribed  by any  statute  relating to summary
process,  and any demand for Annual Basic Rent,  re-entry for condition  broken,
and any and all  notices to quit,  or other  formalities  of any nature to which
Tenant may be entitled,  are hereby  specifically waived to the extent permitted
by law; or (d) Without  terminating  this Lease,  Landlord  may relet the Leased
Premises as Landlord may see fit without  thereby  avoiding or terminating  this
Lease,  and for the purposes of such  reletting,  Landlord is authorized to make
such  repairs,  redecorating,  refurbishments  or  improvements  to  the  Leased
Premises as may be necessary Ill the  reasonable  opinion of Landlord  acting in
good faith for the purpose of such  reletting,  and if a  sufficient  sum is not
realized from such  reletting  (after  payment of all costs and expenses of such
repairs,   redecorating  and  refurbishments  and  expenses  of  such  reletting
(including brokerage commissions) and the collection of rent accruing therefrom)
each month to equal the Annual Basic Rent and Additional Rent payable under this
Lease,  then Tenant  shall pay such  deficiency  each month within ten (10) days
after receipt of Landlord's  statement;  or (e) Landlord may declare immediately
due and  payable  all the  remaining  installments  of  Annual  Basic  Rent  and
Additional  Rent,  and such  amount,  less the fair  rental  value of the Leased
Premises for the  remainder of the Lease Term shall be paid by Tenant within ten
(10) days after receipt of Landlord's statement.  Landlord shall not by re-entry
or any other act, be deemed to have  terminated  this Lease, or the liability of
Tenant for the total Annual Basic Rent and  Additional  Rent reserved under this
Lease or for any  installment of Annual Basic Rent and Additional  Rent then due
or subsequently  accruing,  or for damages.  unless Landlord  notifies Tenant in
writing  that  Landlord  has so  elected  to  terminate  this  Lease.  After the
occurrence  of an Event of  Default,  the  acceptance  of Annual  Basic  Rent or
Additional  Rent, or the failure to re-enter by Landlord  shall not be deemed to
be a waiver  of  Landlord's  right to  subsequently  terminate  this  Lease  and
exercise  any other  rights  and  remedies  available  to it, and  Landlord  may
re-enter and take  possession of the Leased  Premises as if no Annual Basic Rent
or  Additional  Rent had  been  accepted  after  the  occurrence  of an Event of
Default.  Upon an Event of Default,  Tenant shall also pay to Landlord all costs
and expenses incurred by Landlord, including court costs and attorneys' fees, in
retaking or otherwise obtaining possession of the Leased Premises,  removing and
storing all equipment, fixtures and personal property on the Leased Premises and
otherwise enforcing any of Landlord's rights, remedies or recourses arising as a
result of an Event of Default

     13.3 Interest on Past Due Amounts. In addition to the late charge described
in Article 14 below,  if any installment of Annual Basic Rent or Additional Rent
is not paid  promptly  when due, it shall bear  interest  at the  Default  Rate;
provided,  however,  this provision shall not relieve Tenant from any default in
the making of any payment at the time and in the manner  required by this Lease;
and  provided,  further,  in no event shall the Default  Rate exceed the maximum
rate (if any) permitted by applicable law.
<PAGE>
     13.4 Landlord  Default.  In the event  Landlord  should  neglect or fail to
perform or observe any of the covenants,  provisions or conditions  contained in
this Lease on its part to be performed or observed,  and such failure  continues
for thirty  (30) days after  written  notice of default  (or if more than thirty
(30) days shall be required  because of the nature of the  default,  if Landlord
shall fail to commence  the curing of such  default  within such thirty (30) day
period and proceed diligently to completion), then Landlord shall be responsible
to Tenant for any actual  damages  sustained by Tenant as a result of Landlord's
breach,  but not special or  consequential  damages.  Notwithstanding  any other
provisions in this Lease,  any claim which Tenant may have against  Landlord for
failure to perform or observe any of the  covenants,  provisions  or  conditions
contained in this Lease shall be deemed  waived unless such claim is asserted by
written notice of such claim to Landlord within ten (10) days of commencement of
the alleged  default or of  occurrence of the cause of action and unless suit be
brought upon such claim within six (6) months  subsequent  to the  occurrence of
such cause of action. Tenant shall have no right to terminate this Lease, except
as expressly provided elsewhere in this Lease.

14. LATE PAYMENTS

     Tenant hereby  acknowledges  that the late payment by Tenant to Landlord of
any monthly  installment of Annual Basic Rent any  Additional  Rent or any other
sums due under this Lease will cause Landlord to incur costs not contemplated by
this  Lease,  the  exact  amount  of  which  will  be  extremely  difficult  and
impracticable  to  ascertain.   Such  costs  include  but  are  not  limited  to
processing,  administrative  and accounting costs.  Accordingly,  if any monthly
installment of Annual Basic Rent, any Additional  Rent or any other sum due from
Tenant  shall not be received  by  Landlord  within ten (10) days after the date
when due, Tenant shall pay to Landlord a late charge equal to the greater of the
Late Charge  Percentage  set forth in Article  1.21  multiplied  by such overdue
amount or One Hundred and No/l00 Dollars  ($100.00).  Tenant  acknowledges  that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late  payments  by  Tenant.  Nothing  contained  in this
Article 14 shall be deemed to condone, authorize, sanction or grant to Tenant an
option for the late payment of Annual Basic Rent,  Additional  Rent or any other
sum due under this Lease.  If any check of Tenant is returned  for  insufficient
funds,  Tenant  shall  pay to  Landlord  a Fifty  and  No/l00  Dollars  ($50.00)
processing  charge,  in  addition  to payment of the amount due plus  applicable
interest and late charges.

15. SURRENDER

     Tenant shall,  upon the  expiration or earlier  termination  of this Lease,
peaceably surrender the Leased Premises, including any Tenant Improvements, in a
broom clean  condition  and  otherwise in as good  condition as when Tenant took
possession,  except  for (i)  reasonable  wear and tear  subsequent  to the last
repair,  replacement,  restoration,  alteration or renewal; (ii) loss by fire or
other casualty, and (iii) loss by condemnation.  If Tenant shall abandon, vacate
or  surrender  the  Leased  Premises,  or be  dispossessed  by process of law or
otherwise,  any personal  property and fixtures  belonging to Tenant and left in
the Leased Premises shall be deemed abandoned and, at Landlord's  option,  title
shall pass to  Landlord  under this  Lease as by a bill of sale.  Landlord  may,
however, if it so elects,  remove all or any part of such personal property from
the Leased  Premises and the costs incurred by Landlord in connection  with such
removal,  including  storage  costs and the cost of repairing  any damage to the
Leased  Premises  and/or the Building  caused by such  removal  shall be paid by
Tenant  within ten (10) days after  receipt of  Landlord's  statement.  Upon the
expiration  or earlier  termination  of this Lease,  Tenant  shall  surrender to
Landlord  all keys to the  Leased  Premises  and shall  inform  Landlord  of the
combination  of any  vaults,  locks and safes left on the Leased  Premises.  The
obligations  of Tenant under this  Article 15 shall  survive the  expiration  or
earlier  termination of this Lease.  Tenant shall indemnify Landlord against any
loss or  liability  resulting  from  delay  by  Tenant  in so  surrendering  the
Premises,  including,  without  limitation,  any claims  made by any  succeeding
Tenant  founded on such delay.  Tenant shall give written  notice to Landlord at
least  thirty (30) days prior to vacating  the Leased  Premises  for the express
purpose of  arranging a meeting  with  Landlord  for a joint  inspection  of the
Leased  Premises.  In the event of  Tenants  failure  to give such  notice or to
participate in such joint inspection, Landlord's inspection at or after Tenant's
vacation  of the  Leased  Premises  shall be  conclusively  deemed  correct  for
purposes of determining  Tenant's  liability for repairs and  restoration  under
this Lease.
<PAGE>
16. INDEMNIFICATION AND EXCULPATION

     16.1  Indemnification.  Tenant shall  indemnify,  protect,  defend and hold
Landlord  harmless for,  from and against all claims,  damages,  losses,  costs,
liens, encumbrances,  liabilities and expenses, including reasonable attorneys',
accountants'  and  investigators'  fees  and  court  costs  (collectively,   the
"Claims"),  however caused, arising in whole or in part from Tenant's use of all
or any part of the Leased Premises and/or the Building or the conduct of Tenants
business  or from any  activity,  work or thing done,  permitted  or suffered by
Tenant or by any invitee,  servant, agent, contractor,  employee or subtenant of
Tenant in the Leased Premises and/or the Building,  and shall further indemnify,
protect,  defend and hold  Landlord  harmless  for,  from and against all Claims
arising in whole or in part from any breach or default in the performance of any
obligation  on Tenant's  part to be  performed  under the terms of this Lease or
arising in whole or in part from any act,  neglect,  fault or omission by Tenant
or by any invitee,  servant,  agent, employee or subtenant of Tenant anywhere in
the Leased  Premises  and/or the  Building.  In case any action or proceeding is
brought  against  Landlord to which this  indemnification  shall be  applicable,
Tenant shall pay all Claims resulting  therefrom and shall defend such action or
proceeding,  if Landlord shall so request, at Tenant's sole cost and expense, by
counsel  reasonably  satisfactory  to Landlord.  The obligations of Tenant under
this Article 16.1 shall survive the  expiration or earlier  termination  of this
Lease.

     16.2  Exculpation.  Tenant,  as a  material  part of the  consideration  to
Landlord,  hereby  assumes all risk of damage to  property,  injury and death to
persons and all claims of any other nature  resulting from Tenants use of all or
any part of the Leased  Premises  and/or the Building,  and Tenant hereby waives
all claims against Landlord arising out of Tenants use of all or any part of the
Leased  Premises  and/or  the  Building.  Neither  Landlord  nor its  agents  or
employees  shall be liable for any damaged  property of Tenant  entrusted to any
employee or agent of Landlord or for loss of or damage to any property of Tenant
by theft or otherwise.  Landlord shall not be liable for any injury or damage to
persons or property  resulting  from any cause,  including,  but not limited to,
fire, explosion, falling plaster, steam, gas, electricity,  sewage, odor, noise,
water or rain  which may leak from any part of the  Building  or from the pipes,
appliances or plumbing works in tile Building, or from the roof of any structure
on the  Property,  or from any  streets  or  subsurface  on or  adjacent  to the
Building or the Property,  or from any other place or resulting from dampness or
any other causes  whatsoever,  unless caused  solely by the gross  negligence or
willful  misconduct  of Landlord.  Neither  Landlord nor its employees or agents
shall be liable for any defects in the Leased Premises and/or the Building,  nor
shall Landlord be liable for the negligence or  misconduct,  including,  but not
limited to,  criminal  acts, by  maintenance  or other  personnel or contractors
serving the Leased Premises and/or the Building, other tenants or third parties,
unless  Landlord  is  grossly  negligent  or guilty of willful  misconduct.  All
property of Tenant kept or stored on the Property  shall be so kept or stored at
the risk of Tenant only,  and Tenant shall  indemnify,  defend and hold Landlord
harmless  for,  from and against  any Claims  arising out of damage to the same,
including subrogation claims by Tenant's insurance carriers,  unless such damage
shall be caused by the willful act or gross  neglect of Landlord  and through no
fault of Tenant.  None of the events or conditions  set forth in this Article 16
shall be deemed a constructive  or actual eviction or result in a termination of
this Lease, nor shall Tenant be entitled to any abatement or reduction of Annual
Basic Rent or  Additional  Rent by reason of such  events or  condition.  Tenant
shall give  prompt  notice to Landlord  with  respect to any  defects,  fires or
accidents which Tenant observes in the Leased Premises and/or the Building.

17. ENTRY BY LANDLORD

     Landlord  reserves  and shall at any and all times  have,  upon twenty four
(24) hours prior written notice (except in the event of an emergency), the right
to enter the  Leased  Premises,  to  inspect  tile  same,  to submit  the Leased
Premises   to   prospective   purchasers   or  tenants,   to  post   notices  of
non-responsibility,  and to alter, improve or repair the Leased Premises and any
portion  of the  Building  of which  the  Leased  Premises  area  part,  without
abatement  of Annual  Basic Rent or  Additional  Rent,  and may for that purpose
erect  scaffolding and other necessary  structures where reasonably  required by
the character of the work to be performed, always providing that access into the
Leased  Premises shall not be blocked  thereby,  and further  providing that the
business of Tenant shall not be  interfered  with  unreasonably.  Tenant  hereby
waives any claim 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 or any loss  occasioned  thereby.  For each of the aforesaid  purposes,
Landlord  shall at all times  have and retain a key with which to unlock all the
doors in,  upon or about the  Leased  Premises,  excluding  Tenant's  vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
may deem proper to open such doors in an  emergency  in order to obtain entry to
the Leased Premises,  and any entry to the Leased Premises  obtained by Landlord
by any such means or otherwise shall not under any circumstances be construed or
deemed to be a forcible or unlawful  entry  into,  or a detainer  of, the Leased
Premises  or an  eviction  of  Tenant  from  all or any  portion  of the  Leased
<PAGE>
Premises.  Nothing in this Article 17 shall be construed as obligating  Landlord
to perform any repairs, alterations or maintenance except as otherwise expressly
required elsewhere in this Lease.

18. SUBSTITUTE PREMISES

     18.1  Relocation  of Leased  Premises.  Landlord  may,  before or after the
Commencement  Date,  elect by notice to  Tenant,  to  substitute  for the Leased
Premises  other  office  space  in  the  Building  (the  "Substitute  Premises")
designated by Landlord,  provided that the Substitute  Premises shall contain at
least the same  useable  area as the Leased  Premises  and have a  configuration
substantially  similar  to the  Leased  Premises.  Landlord's  notice  shall  be
accompanied  by a plan of the  Substitute  Premises.  Tenant  shall  vacate  and
surrender the Leased Premises and shall occupy the Substitute  Premises promptly
(and,  in any  event,  not later than  fifteen  (15) days)  after  Landlord  has
substantially  completed the work to be performed by Landlord in the  Substitute
Premises  pursuant to Article 18.2 below.  Tenant shall pay the same rental rate
per square foot with  respect to tile  Substitute  Premises as was payable  with
respect to the Leased Premises. This Lease shall remain in full force and effect
and the  Substitute  Premises  shall  subsequently  be deemed  to be the  Leased
Premise

     18.2  Compensation to Tenant. In the event Landlord shall elect to relocate
Tenant to Substitute Premises,  Tenant shall not be entitled to any compensation
for any inconvenience or interference with Tenant's business,  nor any abatement
or reduction of Annual Basic Rent or Additional  Rent,  but Landlord  shall,  at
Landlord's  expense  perform  the  following:  (a)  furnish  and  install in the
Substitute  Premises  fixtures,  equipment,   improvements,   appurtenances  and
leasehold  improvements at least equal in kind and quality to those contained or
to be contained in the Leased  Premises at the time such notices of substitution
is  given  by  Landlord;  (b)  provide  personnel  to  perform,  under  Tenant's
direction,  the moving of Tenant's personal property and trade fixtures from the
Leased  Premises to the  Substitute  Premises;(c)promptly  reimburse  Tenant for
Tenant's actual and reasonable  out-of-pocket  costs incurred in connection with
the  relocation  of any  telephone or other  communications  equipment  from the
Leased Premises to the Substitute  Premises;  and (d) promptly  reimburse Tenant
for any other actual and  reasonable  out-of-pocket  costs incurred by Tenant in
connection  with Tenants move from Leased  Premises to the Substitute  Premises,
provided such costs are approved by Landlord in advance which approval shall not
be  unreasonably  withheld.  Tenant  shall  cooperate  with  Landlord  so  as to
facilitate  the  performance by Landlord of its  obligations  under this Article
13.2 and the prompt surrender by Tenant of the Leased Premises. Without limiting
the generality of the preceding sentence, Tenant shall provide Landlord promptly
any  approvals  or  instructions  and any plans or  specifications  or any other
information  reasonably requested by Landlord, and Tenant shall perform promptly
in the Substitute  Premises any work to be performed in the Substitute  Premises
by Tenant to prepare the same for Tenant's occupancy.

19. ASSIGNMENT AND SUBLET'TING

     19.1  Assignment  and Subletting  Prohibited.  Tenant shall not transfer or
assign  this  Lease or any right or  interest  under this  Lease,  or sublet the
Leased  Premises or any part of the Leased  Premises,  without  first  obtaining
Landlord's prior written consent,  which consent Landlord shall not unreasonably
withhold.  No transfer or  assignment  (whether  voluntary  or  involuntary,  by
operation of law or otherwise) or subletting shall be valid or effective without
such prior written  consent.  Should Tenant  attempt to make or allow to be made
any such transfer,  assignment or subletting,  except as stated above, or should
any of Tenant's  rights under this Lease be sold or otherwise  transferred by or
under  court  order or  legal  process  or  otherwise,  then,  and in any of the
foregoing  events  Landlord  may, at its  option,  treat such act as an Event of
Default  by  Tenant.  Should  Landlord  consent  to a  transfer,  assignment  or
subletting,   such  consent  shall  not  constitute  a  waiver  of  any  of  the
restrictions  or  prohibitions  of this  Article  19, and such  restrictions  or
prohibitions shall apply to each successive  transfer,  assignment or subletting
under this Article 19, if any.

     19.2  Deemed  Transfers.  If Tenant  is a  corporation,  an  unincorporated
association,  a  limited  liability  company  or a  partnership,  the  transfer,
assignment or hypothecation of twenty-five percent (25%) or more of any stock or
interest  in  such  corporation,   association,  limited  liability  company  or
partnership  shall be deemed a transfer within the meaning of and subject to the
provisions of this Article 19.

     19.3 Landlord's  Consent Required.  If Tenant desires at any time to assign
this Lease or sublet the Leased Premises or any portion of the Leased  Premises,
it shall  first  notify  Landlord  of its  desire to do so and  shall  submit in
writing to Landlord: (a) the name, address, telephone number and social security
<PAGE>
number  or  taxpayer  identification  number,  if  applicable,  of the  proposed
sub-tenant or assignee; (b) the nature of the proposed subtenant's or assignee's
business to be carried on in the Leased Premises;(c)the terms and the provisions
of the proposed  sublease or assignment;  and (d) such financial  information as
Landlord may reasonably  request  concerning the proposed subtenant or assignee.
Tenant's  failure  to comply  with the  provisions  of this  Article  19.3 shall
entitle  Landlord  to  withhold  its  consent  to  the  proposed  assignment  or
subletting.

     19.4 Recapture.  If Tenant proposes to assign its interest in this Lease or
sublet all or any part of the Leased Premises, Landlord may, at its option, upon
written notice to Tenant within thirty (30) days after Landlord's receipt of the
information  specified  in Article  19.3 above,  elect to  recapture  all or any
portion of the Leased Premises,  and within sixty (60) days after notice of such
election has been given to Tenant,  this Lease shall terminate as to the portion
of the Leased Premises recaptured. If all or a portion of the Leased Premises is
recaptured  by Landlord  pursuant to this Article  19.4,  Tenant shall  promptly
execute  and  deliver to  Landlord a  termination  agreement  setting  forth the
termination  date with respect to the Leased Premises or the recaptured  portion
of the Leased Premises, and prorating the Annual Basic Rent, Additional Rent and
other  charges  payable under this Lease to such date. If Landlord doe not elect
to  recapture  as set forth  above,  Tenant  may then  after  enter into a valid
assignment  or  sublease  with  respect to the Leased  Premises,  provided  that
Landlord  consents to such  assignment or sublease  pursuant to this Article 19,
and provided  further,  that (a) such  assignment or sublease is executed within
ninety  (90) days after  Landlord  has given its  consent,  (b) Tenant  pays all
amounts then owed to Landlord under this  Lease,(c)there  is not in existence an
Event of Default as of the effective  date of the  assignment  or sublease,  (d)
there have been no material  changes with respect to the financial  condition of
the proposed subtenant or assignee or the business such party intends to conduct
in the Leased Premises,  aid (e) a fully executed original of such assignment or
sublease providing for an express assumption by the assignee or subtenant of all
of the terms,  covenants and  conditions of this Lease is promptly  delivered to
Landlord.

     19.5 Adjustment to Rental. In the event Tenant assigns its interest in this
Lease or sublets the Leased Premises, the Annual Basic Rent set forth in Article
1.12 above,  as adjusted,  shall be  increased  effective as of the date of such
assignment or subletting to the rent and other consideration payable by any such
assignee or sublessee  pursuant to such assignment or sublease.  Notwithstanding
the foregoing, in no event shall the Annual Basic Rent after any such assignment
or  subletting  be less than the Annual  Basic Rent  specified  in Article  1.12
above, as adjusted.

     19.6 No Release from Liability.  Landlord may collect Annual Basic Rent and
Additional Rent from the assignee,  subtenant, occupant or other transferee, and
apply the amount so collected, first to the monthly installments of Annual Basic
Rent,  then to any  Additional  Rent and other sums due and payable to Landlord,
and the  balance,  if any,  to  Landlord,  but no such  assignment,  subletting,
occupancy,  transfer or collection shall be deemed a waiver of Landlord's rights
under this Article 19, or the  acceptance of the proposed  assignee,  subtenant,
occupant  or  transferee.  Notwithstanding  any  assignment,  sublease  or other
transfer  (with or  without  the  consent  of  Landlord),  Tenant  shall  remain
primarily  liable under this Lease and neither Tenant nor any Guarantor shall be
released from performance of any of the terms,  covenants and conditions of this
Lease.

     19.7 Landlord's Expenses.  If Landlord consents to an assignment,  sublease
or other transfer by Tenant of all or any portion of Tenants interest under this
Lease,  Tenant shall reimburse Landlord for its actual  administrative  expenses
and for legal, accounting and other out of pocket expenses incurred by Landlord,
all  not to  exceed  an  aggregate  of Two  Hundred  Fifty  and  No/100  Dollars
($250.00).

     19.8 Assumption Agreement. If Landlord consents to an assignment,  sublease
or other transfer by Tenant of all or any portion of Tenants interest under this
Lease, Tenant shall execute and deliver to Landlord, and cause the transferee to
execute  and  deliver  to  Landlord,  an  instrument  in the form and  substance
acceptable  to  Landlord  it) which (a) the  transferee  adopts  this  Lease and
assumes and agrees to perform,  jointly and  severally  with Tenant,  all of the
obligations of Tenant under this Lease, (b) Tenant  acknowledges that it remains
primarily liable for the payment of Annual Basic Rent, Additional Rent and other
obligations  under this  Lease,(c)Tenant  subordinates  to Landlord's  statutory
lien,  contract lien and security  interest,  any liens,  security  interests or
other rights  which Tenant may claim with respect to any property of  transferee
and (d) the transferee  agrees to use and occupy the Leased  Premises solely for
the purpose specified in Article 20 and otherwise in strict accordance with this
Lease.
<PAGE>
20. USE OF LEASED PREMISES

     The Leased  Premises are leased to Tenant  solely for the Permitted Use set
forth in Article 1.9 above and for no other purpose whatsoever. If Tenant wishes
to change the Permitted  Use set forth in Article 1.9 above,  Tenant shall first
seek Landlord's prior written consent.  Within thirty (30) days after receipt by
Landlord of Tenant's request for consent,  Landlord shall provide Tenant written
notice that Landlord has (i)  consented to the proposed  change in the Permitted
Use, or (ii)  decline to consent to the change,  or (iii)  elected to  terminate
this Lease,  in which event this Lease shall  terminate ten (10) days  following
receipt by Tenant of Landlord's  Notice of  Termination.  Tenant shall not do or
permit  anything to be done in or about tile Leased  Premises  nor bring or keep
anything in the Leased Premises which will in any way increase the existing rate
of or affect any casualty or other insurance on the Building,  the Property,  or
any of their  respective  contents,  or cause a  cancellation  of any  insurance
policy covering the Building,  the Property,  or any part of the Building or the
Property,  or any of their  respective  contents.  Tenant shall not do or permit
anything to be done in or about the Leased  Premises  and/or the Building  which
will in any way  obstruct  or  interfere  with the  rights of other  tenants  or
occupants  of the  Building,  or injure or annoy them.  Tenant  shall not use or
allow the Leased  Premises  to be used for any  improper,  immoral,  unlawful or
objectionable  purpose, nor shall Tenant cause,  maintain or permit any nuisance
in, on or about the Leased  Premises  and/or the Building.  In addition,  Tenant
shall  not  commit or suffer  to be  committed  any waste in or upon the  Leased
Premises  and/or the Building.  Tenant shall not use the Leased  Premises and/or
the  Building  or permit  anything  to be done in or about the  Leased  Premises
and/or the Building  which will in any way conflict  with any matters of record,
or any law,  statute,  ordinance or governmental rule or regulation now in force
or which may subsequently be enacted or promulgated, and shall, at its sole cost
and expense,  promptly comply with all matters of record and all laws, statutes,
ordinances and governmental rules,  regulations and requirements now in force or
which may  subsequently  be in force and with the  requirements  of any Board of
Fire  Underwriters  or  other  similar  body  now or  subsequently  constituted,
foreseen  or  unforeseen,  ordinary  as well as  extraordinary,  relating  to or
affecting the condition, use or occupancy of the Property,  excluding structural
changes  not  relating to or affected  by  Tenant's  improvements  or acts.  The
judgment of any court of competent  jurisdiction  or the  admission by Tenant in
any action against  Tenant,  irrespective of whether  Landlord is a party,  that
Tenant has violated  any matters of record,  or any law,  statute,  ordinance or
governmental rule,  regulation or requirement,  shall be conclusive of that fact
between Landlord and Tenant. In addition, Tenant shall not place a load upon any
floor of the Leased  Premises  which  exceeds the load per square foot which the
floor was designed to carry, nor shall Tenant install business machines or other
mechanical  equipment in the Leased Premises which cause noise or vibration that
may be transmitted to the structure of the Building.

21. SUBORDINATION AND AT'TORNMENT

     21.1  Subordination.  This Lease and all rights of Tenant  under this Lease
shall be, at the option of Landlord,  subordinate  to (a) all matters of record,
(b) all ground leases,  overriding  leases and underlying  leases  (collectively
referred to as the "leases") of the Building or the Property now or subsequently
existing,(c)all  mortgages and deeds of trust  (collectively  referred to as the
"mortgages")  which may now or  subsequently  encumber or affect the Building or
the Property, and (d) all renewals, modifications,  amendments, replacements and
extensions of leases and mortgages  and to spreaders and  consolidations  of the
mortgages,  irrespective  or whether leases or mortgages  shall also cover other
lands,  buildings  or  leases.  The  provisions  of this  Article  21.1 shall be
self-operative and no further instruments of subordination shall be required. In
confirmation of such subordination,  Tenant shall promptly execute,  acknowledge
and deliver any  instrument  that  Landlord,  the lessor  under any lease or the
holder of any  mortgage  or any of their  respective  assigns or  successors  in
interest may  reasonably  request to evidence such  subordination.  Any lease to
which this Lease is subject and subordinate is called a "Superior Lease" and the
lessor under a Superior Lease or its assigns or successors in interest is called
a "Superior Lessor". Any mortgage to which this Lease is subject and subordinate
is called a "Superior Mortgage" and tile holder of a Superior Mortgage is called
a "Superior  Mortgagee".  If Landlord, a Superior Lessor or a Superior Mortgagee
requires that such instruments be executed by Tenant,  Tenant's failure to do so
within ten (10) days after request for such instrument  shall be deemed an Event
of Default  under this Lease.  Tenant  waives any right to terminate  this Lease
because of any foreclosure  proceedings.  Tenant hereby irrevocably  constitutes
and appoints Landlord (and any successor  Landlord) as Tenants  attorney-in-fact
to  execute  and  deliver  to any  Superior  Lessor or  Superior  Mortgagee  any
documents  required  to be  executed  by  Tenant  for and on behalf of Tenant if
Tenant  shall have  failed to do so within ten (10) days after the  request  for
execution and delivery.

     21.2  Attornment  If any  Superior  Lessor or  Superior  Mortgagee  (or any
purchaser at a foreclosure  sale)  succeeds to the rights of Landlord under this
Lease, whether through possession or foreclosure action, or the delivery of anew
<PAGE>
lease or deed (a  "Successor  Landlord"),  Tenant shall attorn to and  recognize
such Successor Landlord as Tenant's landlord under this Lease and shall promptly
execute and deliver any instrument  that such Successor  Landlord may reasonably
request  to  evidence  such  attornment.   Notwithstanding  such  subordination,
Tenant's  right to quiet  possession  of the Premises  shall not be disturbed if
Tenant is not in default  and so long as Tenant  shall pay the rent and  observe
and perform all of the provisions of this Rental  Agreement,  unless this Rental
Agreement is otherwise terminated pursuant to its terms.

22. ESTOPPEL CERTIFICATE

     Tenant shall, from time to time, within ten (10) days after written request
by Landlord, execute, acknowledge and deliver to Landlord a statement in writing
certifying:  (a) that this Lease is unmodified and in full force and effect (or,
if modified,  stating the nature of such  modification  and certifying that this
Lease,  as so  modified,  is in full force and  effect);  (b) the dates to which
Annual Basic Rent,  Additional  Rent and other  charges are paid in advance,  if
any;(c)that  there are not, to Tenant's  knowledge,  any uncured defaults on the
part of  Landlord  under  this  Lease or  specifying  such  defaults  if any are
claimed;  (d) that  Tenant  has paid  Landlord  the  Security  Deposit;  (e) the
Commencement  Date and the scheduled  expiration date of the Lease Term; (f) the
rights  (if any) of Tenant to extend or renew this Lease or to expand the Leased
Premises;  and (g) the amount of Annual  Basic Rent,  Additional  Rent and other
charges  currently  payable under this Lease. In addition,  such statement shall
provide such other  information and facts Landlord may reasonably  require.  Any
such  statement  may be relied upon by any  prospective  or existing  purchaser,
ground lessee or mortgagee of all or any portion of the Property,  as well as by
any other  assignee of Landlord's  interest in this Lease.  Tenant's  failure to
deliver such statement within such time shall be conclusive upon Tenant (I) that
this Lease is in full force and effect,  without  modification  except as may be
represented by Landlord;  (ii) that there are no uncured  defaults in Landlord's
performance  under this  Lease;  (iii)  that  Tenant  has paid to  Landlord  the
Security  Deposit;  (iv) that not more than one  month's  installment  of Annual
Basic  Rent  or  Additional  Rent  has  been  paid  in  advance;  (v)  that  the
Commencement  Date and the  scheduled  expiration  date of the Lease Term are as
stated in the statement,  (vi) that Tenant has no rights to extend or renew this
Lease or to expand  the Leased  Premises;  (vii)  that the  Annual  Basic  Rent,
Additional  Rent and  other  charges  are as set forth in the  certificate;  and
(viii) that the other  information  and facts set forth in the  certificate  are
true and correct.

23. SIGNS

     Landlord shall retain absolute control over the exterior  appearance of the
Building and the exterior  appearance of the Leased  Premises as viewed from the
public halls. Tenant shall not install,  or permit to be installed,  any drapes.
shutters, signs, lettering, advertising, or any items that will in any way alter
the  exterior  appearance  of tile  Building or the exterior  appearance  of the
Leased Premises as viewed from the public halls or the exterior of the Building.
Notwithstanding the foregoing, Landlord shall install, at Tenant's sole cost and
expense,  letters or  numerals at or near the  entryway  to the Leased  Premises
provided  Tenant obtains  Landlord's  prior written  consent as to size,  color,
design and location.  All such letters or numerals  shall be in accordance  with
the criteria  established  by Landlord for the Building.  In addition,  Tenant's
name and suite number shall be identified on the Building directory.

24. PARKING

     Tenant is allocated the number of parking spaces designated in Article 1.16
above entitling Tenant to park in parking spaces located in the Parking Facility
as designated by Landlord from time to time for use by Tenant, its employees and
licensees,  and for which  Tenant  shall pay the  monthly  charges  set forth in
Article  1.17 above.  The  parking  spaces  shall be  available  to Tenant,  its
employees and licensees on a "first come, first serve" basis.  Landlord reserves
the right to  increase  the parking  charges  set forth in Article  1.17 in such
reasonable  amounts as Landlord deems  necessary  based upon increased  costs of
operating and maintaining the Parking Facility.  Holders of parking passes shall
not be entitled to park in visitor parking spaces so designated by Landlord,  or
in any other parking  spaces other than those  designated by Landlord for use by
holders of parking passes.

25. LIENS

     Tenant shall keep the Leased  Premises free and clear of all mechanic's and
materialmen's  liens.  If,  because of any act or  omission  (or  alleged act or
omission) of Tenant,  any  mechanics',  materialmen's  or other lien,  charge or
order for the  payment of money  shall be filed or  recorded  against the Leased
Premises,  the  Property,  or the  Building,  or against  any other  property of
<PAGE>
Landlord  (irrespective  of  whether  such  lien,  charge  or  order is valid or
enforceable  as such),  Tenant shall,  at its own expense,  cause the same to be
canceled or discharged of record within thirty (30) days after Tenant shall have
received  written notice of the filing of such lien, or Tenant may.  within such
thirty  (30)  day  period,  furnish  to  Landlord,  a bond  pursuant  to  A.R.S.
ss.33-1004  (or any  successor  statute)  and  satisfactory  to Landlord and all
Superior Lessors and Superior  Mortgagees  against the lien, charge or order, in
which case Tenant shall have the right to contest,  in good faith,  the validity
or amount of such lien.

26. HOLDING OVER

     It is agreed  that the date of  termination  of this Lease and the right of
Landlord to recover immediate  possession of the Leased Premises thereupon is an
important and material  matter  affecting  the parties  hereto and the rights of
third parties,  all of which have been  specifically  considered by Landlord and
Tenant.  In the event of any  continued  occupancy or holding over of the Leased
Premises  without the express  written consent of Landlord beyond the expiration
or earlier  termination  of this Lease or of Tenants  right to occupy the Leased
Premises,  whether  in whole or in part,  or by leaving  property  on the Leased
Premises or otherwise,  this Lease shall be deemed a monthly  tenancy and Tenant
shall pay 150%  times the Annual  Basic  Rent then in effect,  in advance at the
beginning of the hold-over  month(s),  plus any Additional Rent or other charges
or payments contemplated in this Lease.

27. ATTORNEYS' FEES

     Tenant  shall pay to Landlord all amounts for costs  (including  reasonable
attorneys'  fees) incurred by Landlord in connection  with any breach or default
by Tenant  under this Lease or  incurred  in order to enforce or  interpret  the
terms or provisions of this Lease. Such amounts shall be payable within ten (10)
days after receipt by Tenant of Landlord's statement. In addition, if any action
shall be  instituted  by either of the  parties  hereto for the  enforcement  or
interpretation  of any of their  respective  rights or remedies in or under this
Lease,  the prevailing  party shall be entitled to recover from the losing party
all  costs  incurred  by the  prevailing  party in such  action  and any  appeal
therefrom, including reasonable attorneys' fees to be fixed by the court.

28. RESERVED RIGHTS OF LANDLORD

     Landlord  reserves the following rights,  exercisable  without liability to
Tenant  for  damage or injury to  property,  persons  or  business  and  without
effecting an eviction, constructive or actual, or disturbance of Tenant's use or
possession  or  giving  rise to any  claim:  (a) to name  the  Building  and the
Property  and to  change  the name or street  address  of the  Building  and the
Property;  (b) to install and maintain all signs on the exterior and interior of
the  Building  and the  Property;(c)to  designate  all sources  furnishing  sign
painting and lettering;  (d) during the last ninety (90) days of the Lease Term,
if Tenant has vacated the Leased Premises, to decorate,  remodel,  repair, alter
or otherwise  prepare the Leased Premises for  re-occupancy,  without  affecting
Tenants  obligation to pay Annual Basic Rent; (e) on reasonable  prior notice to
Tenant, to exhibit the Leased Premises to any prospective purchaser,  mortgagee,
or assignee of any mortgage on the Building or the Property and to others having
interest  in the Leased  Premises,  Building  and/or the  Property,  at any time
during the Lease Term, and to prospective tenants during the last six (6) months
of the Lease Term;  (f) to take any and all  measures,  including  entering  the
Leased Premises for the purposes of making  inspections,  repairs,  alterations,
additions and improvements to the Leased Premises or to the Building (including,
for the purposes of checking, calibrating,  adjusting and balancing controls and
other parts of the Building  systems) as maybe  necessary  or desirable  for the
operation,  improvement,  safety,  protection  or  preservation  of  the  Leased
Premises  or the  Building,  or in order to  comply  with all laws,  orders  and
requirements  of  governmental  or other  authorities,  or as may  otherwise  be
permitted or required by this Lease;  provided,  however,  that  Landlord  shall
endeavor (except in an emergency) to minimize interference with Tenants business
in the Leased Premises;  (g) to relocate various  facilities within the Building
and on the Property if Landlord  shall  determine  such  relocation to be in the
best interest of the development of the Building and/or the Property,  provided,
that  such  relocation  shall  not  materially  restrict  access  to the  Leased
Premises; (h) to change the nature, extent, arrangement, use and location of the
Building  Common  Areas;  (i) to make  alterations  or additions to and to build
additional  stories  on  the  Building  and to  build  additional  buildings  or
improvements on the Property;  and (j) to install vending  machines of all kinds
in the Leased  Premises  and the  Building,  and to receive  all of the  revenue
derived  therefrom,  provided,  however,  that  no  vending  machines  shall  be
installed by Landlord in the Leased Premises unless Tenant so requests. Landlord
further  reserves the exclusive  right to the roof of the Building.  No easement
for light,  air, or view is  included  in the leasing of the Leased  Premises to
Tenant. Accordingly, any diminution or shutting off of light, air or view by any
<PAGE>
structure  which may be  erected  on the  Property  or other  properties  in the
vicinity  of the  Building  shall in no way  affect  this  Lease or  impose  any
liability upon Landlord.

29. EMINENT DOMAIN

     29.1 Taking. If the whole of the Building is lawfully and permanently taken
by condemnation or any other manner for any public or quasi-public  purpose,  or
by deed in lieu of  condemnation,  this Lease shall  terminate as of the date of
vesting of title in such  condemning  authority  and the  Annual  Basic Rent and
Additional  Rent shall be pro rated to such date. If any part of the Building or
Property  is so  taken,  or if the  whole  of the  Building  is  taken,  but not
permanently,  then this  Lease  shall be  unaffected  thereby,  except  that (a)
Landlord  may  terminate  this Lease by notice to Tenant  within sixty (60) days
after  the date of  vesting  of title in the  condemning  authority,  and (b) if
twenty percent (20%) or more of the Leased  Premises shall be permanently  taken
and the  remaining  portion  of the  Leased  Premises  shall  not be  reasonably
sufficient  for  Tenant  to  continue  operation  of its  business,  Tenant  may
terminate this Lease by notice to Landlord within sixty (60) days after the date
of vesting of title in such condemning authority.  This Lease shall terminate on
the thirtieth (30th) day after receipt by Landlord of such notice, by which date
Tenant shall vacate and  surrender the Leased  Premises to Landlord.  The Annual
Basic  Rent and  Additional  Rent  shall  be pro  rated  to the  earlier  of the
termination  of this  Lease or such  date as Tenant is  required  to vacate  the
Leased  Premises by reason of the taking.  If this Lease is not  terminated as a
result of a partial  taking of the Leased  Premises,  the Annual  Basic Rent and
Additional  Rent shall be equitably  adjusted  according to the rentable area of
the Leased Premises and Building remaining.

     29.2 Award.  In the event of a taking of all or any part of the Building or
the Property, all of the proceeds or the award, judgment,  settlement or damages
payable by the condemning  authority  shall be and remain the sole and exclusive
property of  Landlord,  and Tenant  hereby  assigns all of its right,  title and
interest in and to any such award, judgment,  settlement or damages to Landlord.
Tenant  shall,  however,  have the right,  to the extent that the same shall not
reduce or prejudice amounts available to Landlord,  to claim from the condemning
authority,  but not from Landlord,  such  compensation  as may be recoverable by
Tenant in its own right for relocation benefits,  moving expenses, and damage to
Tenants personal property and trade fixtures.

30. NOTICES

     Any notice or communication given under the terms of this Lease shall be in
writing and shall be delivered in person,  sent by any public or private express
delivery  service  or  deposited  with the  United  States  Postal  Service or a
successor  agency,  certified or  registered  mail,  return  receipt  requested,
postage  pre-paid,  addressed as set forth in the Basic  Provisions,  or at such
other  address as a party may from time to time  designate  by notice under this
Article 30.  Notice given by personal  delivery or by public or private  express
delivery service shall be effective upon delivery,  notice sent by mail shall be
deemed to have  occurred  upon deposit of the notice in the United  States mail.
The  inability  to  deliver a notice  because  of a changed  address of which no
notice was given or a rejection  or other  refusal to accept any notice shall be
deemed  to be the  receipt  of the  notice as of the date of such  inability  to
deliver or  rejection  or refusal to accept.  Any notice to be given by Landlord
may be given by the legal counsel and/or the authorized agent of Landlord.

31. RULES AND REGULATIONS

     Tenant  shall  abide  by  all  rules  and   regulations   (the  "Rules  and
Regulations") of the Building imposed by Landlord, as attached hereto as Exhibit
"E" or as may subsequently be issued by Landlord.  The Rules and Regulations may
be changed from time to time upon ten (10) days notice to Tenant.  Breach of the
Rules and  Regulations,  by Tenant shall  constitute an Event of Default if such
breach is not fully cured within ten (10) days alter written notice to Tenant by
Landlord;  provided, however, no notice or opportunity to cure shall be required
in connection with a breach of rule number 39. Landlord shall not be responsible
to Tenant for  nonperformance  by any other  tenant,  occupant or invitee of the
Building of any Rules or Regulations.

32. ACCORD AND SATISFACTION

     No payment by Tenant or receipt by  Landlord  of a lesser  amount  than the
monthly  installment  of Annual Base Rent and  Additional  Rent (jointly  called
"Rent" in this Article  32),  shall be deemed to be other than on account of the
<PAGE>
earliest  stipulated  Rent due and not yet paid,  nor shall any  endorsement  or
statement on any check or any letter  accompanying  any check or payment as Rent
be deemed an accord and satisfaction.  Landlord may accept such check or payment
without  prejudice to Landlord's right to recover the balance of such Rent or to
pursue any other  remedy in this  Lease.  No receipt of money by  Landlord  from
Tenant  after the  termination  of this  Lease,  after the service of any notice
relating to the termination of this Lease,  after the  commencement of any suit,
or after final judgment for possession of the Leased Premises,  shall reinstate,
continue  or extend the Lease Term or affect any such  notice,  demand,  suit or
judgment.

33. EARLY MOVE IN

     Landlord shall give occupancy to Tenant on December 8, 1997 to start moving
furniture,  equipment,  etc. into the premises. All terms and conditions of this
lease shall apply during the early move-in period.

34. MISCELLANEOUS

     34.1 Entire Agreement,  Amendments. This Lease and any Exhibits attached to
and  forming a part of this  Lease set  forth  all of the  covenants,  promises,
agreements, conditions and understandings between Landlord and Tenant concerning
the  Leased  Premises  and  there  are  no  covenants,   promises,   agreements,
representations, warranties, conditions or understandings either oral or written
between them other than as contained in this Lease. Except as otherwise provided
in this Lease, no subsequent alteration,  amendment,  change or addition to this
Lease shall be binding  unless it is in writing and signed by both  Landlord and
Tenant..

     34.2 Time of the  Essence.  Time is of the  essence of each and every term,
covenant and condition of this Lease.

     34.3 Binding  Effect.  The  covenants  and  conditions of this Lease shall,
subject to the restrictions on assignment and subletting,  apply to and bind the
heirs,  executors,  administrators,  personal  representatives,  successors  and
assigns of the parties to this Lease.

     34.4 Recordation  Neither this Lease nor any memorandum of this Lease shall
be recorded by Tenant.

     34.5  Governing  law.  This Lease and all the terms and  conditions of this
Lease shall be  governed by and  construed  in  accordance  with the laws of the
State of Arizona.

     34.6 No  Partnership.  Nothing  contained  in this Lease shall be deemed or
construed  as  creating an agency,  partnership  or joint  venture  relationship
between  Landlord and Tenant or between  Landlord and any other party,  or cause
Landlord to be  responsible in any way for the debts or obligations of Tenant or
any other party.

     34.7  Authority.  If Tenant  executes  this  Lease as a  partnership,  each
individual  executing  this Lease on behalf of the  partnership  represents  and
warrants that he or she is a general  partner of the  partnership  and that this
Lease is binding upon file  partnership in accordance  with its terms. If Tenant
executes this Lease as a corporation,  each of the persons  executing this Lease
on behalf of Tenant  covenants and warrants that Tenant is a duly authorized and
existing  corporation,  that Tenant has and is qualified to transact business in
Arizona, that the corporation has full right,  authority and power to enter into
this Lease and to perform its  obligations  under this  Lease,  that each person
signing this Lease on behalf of the  corporation is authorized to do so and that
this Lease is binding upon the corporation in accordance with its terms.

     34.8 No Waiver.  The  failure of either  party to insist in any one or more
instances upon the strict  performance of any one or more of the  obligations of
this Lease,  or to exercise any election  contained in this Lease,  shall not be
construed as a waiver or  relinquishment  for the future of the  performance  of
such one or more  obligations  of this  Lease  or the  right  to  exercise  such
election,  but the same shall  continue and remain in full force and effect with
respect to any subsequent breach, act or omission.

     34.9  Severability.  If any clause or provision of this Lease is or becomes
illegal or  unenforceable  because of any present or future law or regulation of
any  governmental  body or entity effective during the Lease Term, the intention
of the  parties is that the  remaining  provisions  of this  Lease  shall not be
affected by such determination.
<PAGE>
     34.10 Exhibits. If any provision contained in an Exhibit or Addenda to this
Lease is  inconsistent  with any other  provision of this Lease,  the  provision
contained in this Lease shall supersede the provisions contained in such Exhibit
or Addenda, unless otherwise provided.

     34.11 Fair  Meaning.  The  language of this Lease shall be construed to its
normal and usual  meaning and not  strictly  for or against  either  Landlord or
Tenant.  Landlord and Tenant  acknowledge and agree that each party has reviewed
and  revised  this Lease and that any rule of  construction  to the effect  that
ambiguities are to be resolved against the drafting party shall not apply to the
interpretation  of this Lease,  or any  Exhibits,  Riders or  amendments to this
Lease.

     34.12 No Merger.  The voluntary or other  surrender of this Lease by Tenant
or a mutual  cancellation of this Lease shall not work as a merger and shall, at
Landlord's   option,   either  terminate  any  or  all  existing   subleases  or
subtenancies,  or operate as an  assignment  to  Landlord  of any or all of such
subleases or subtenancies.

     34.13 Force  Majeure.  Any  prevention,  delay or stoppage  due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable  substitutes  for  labor  or  materials,  governmental  restrictions,
regulations or controls,  judicial orders,  enemy or hostile government actions,
civil  commotion,  fire or other casualty and other causes beyond the reasonable
control of Landlord shall excuse the Landlord's performance under this Lease for
the period of any such prevention, delay, or stoppage.

     34.14 Transfer of Landlord's Interest.  The term "Landlord" as used in this
Lease,  insofar as the  covenants or  agreements on the part of the Landlord are
concerned,  shall be  limited  to mean and  include  only the owner or owners of
Landlord's interest in this Lease at the time in question.  Upon any transfer or
transfers of such interest,  the Landlord herein named in this Lease (and in the
case of any subsequent transfer,  the (lien transferor) shall be relieved of all
liability for the  performance of any covenants or agreements on the part of the
Landlord contained in this Lease.

     34.15 Limitation on Landlord's Liability.  If Landlord becomes obligated to
pay Tenant any judgment arising out of any failure by the Landlord to perform or
observe any of the terms, covenants, conditions or provisions to be performed or
observed  by  Landlord  under  this  Lease,  Tenant  shall  be  limited  in  the
satisfaction of such judgment solely to Landlord's  interest in the Building and
the  Property  or any  proceeds  arising  from the sale of the  Building  or the
Property,  and no  other  property  or  assets  of  Landlord  or the  individual
partners,  directors,  officers or  shareholders  of Landlord or its constituent
partners  shall be subject to levy,  execution  or other  enforcement  procedure
whatsoever for the satisfaction of any such money judgment.

     34.16 Brokerage Fees.  Tenant warrants and represents that it has not dealt
with any  realtor,  broker or agent in  connection  with this  Lease  except the
Broker identified in Article 1.19 above. Tenant shall indemnify, defend and hold
Landlord  harmless  for,  from  and  against  any  cost,  expense  or  liability
(including   the  cost  of  suit  and  reasonable   attorneys'   fees)  for  any
compensation,  commission  or charges  claimed by any other  realtor,  broker or
agent in connection with this Lease or by reason of any act of Tenant.

     34.17 Guaranty. Concurrently with the execution of this Lease, Tenant shall
cause the Guarantors to execute, have acknowledged and deliver to Landlord,  the
Guaranty  of  Lease  attached   hereto  as  Exhibit  "F",   whereby   Guarantors
unconditionally  guaranty to Landlord each and every  obligation of Tenant under
this Lease.

     34.18  Continuing  Obligations.  All obligations of Tenant under this Lease
not fully  performed as of the  expiration or earlier  termination of this Lease
shall survive the expiration or earlier  termination  of this Lease,  including,
without  limitation,  all payment obligations with respect to Annual Basic Rent,
Additional  Rent and all  obligations  concerning  the  condition  of the Leased
Premises.

     34.19  Confidentiality.  Tenant  shall keep the term,  rental  rate and all
other provisions of this lease confidential and shall prevent the publication or
other  disclosure  thereof by Tenant,  its  shareholders,  officers,  directors,
employees,  agents or  representatives  unless Tenant receives the prior written
consent  of  Landlord,  which  consent  Landlord  may  withhold  in its sole and
absolute  discretion.  A breach by Tenant of the  provisions  of this  paragraph
shall constitute an Event of Default under this Lease.
<PAGE>
IN WITNESS WHEREOF,  Landlord and Tenant have executed this Lease as of the date
and year first above written.

LANDLORD                                          TENANT
PRESSON ADVISORY L.L.C.                           Dimensional Vision Group, Ltd.
an Arizona Limited Liability Company                A Delaware Corporation
By Presson Corporation, An Arizona Corporation
Its: General Manager
By: /s/ Daryl R. Burton                           By: /s/ Roy D. Pringle
    --------------------------                        --------------------------
Its President                                     Its: CFO
<PAGE>
RIDER "1"

     Rider I to Office Lease dated October  27,1997,  between  PRESSON  ADVISORY
L.L.C.,  an Arizona  Limited  Liability  Company  ("Landlord")  and  Dimensional
Visions Group, Ltd. a Delaware Corporation ("Tenant").

1.  Hazardous  Materials  Laws.  "Hazardous  Materials  Laws"  means any and all
federal, state or local laws, ordinances, rules, decrees, orders, regulations or
court  decisions  (including the so-called  "common-law")  relating to hazardous
substances,    hazardous   materials,   hazardous   waste,   toxic   substances,
environmental  conditions  on, under or about the  Property,  or soil and ground
water conditions, including, but not limited to, the Comprehensive Environmental
Response,  Compensation  and Liability Act of 1980  ("CERCLA"),  as amended,  42
U.S.C. ss.9601, et seq., the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C.  ss.6901, et seq., the Hazardous Materials  Transportation Act, 49 U.S.C.
ss. 1801, et seq.,  any amendments to the  foregoing,  and any similar  federal,
state or local laws, ordinances, rules, decrees, orders or regulations.

2. Hazardous  Materials.  "Hazardous  Materials"  means any chemical,  compound,
material,  substance  or  other  matter  that:  (I)  is a  flammable  explosive,
asbestos,  radioactive  material,  nuclear  medicine  material,  drug,  vaccine,
bacteria, virus, hazardous waste, toxic substance, petroleum product, or related
injurious or potentially  injurious  material,  whether injurious or potentially
injurious by itself or in combination with other materials;  (ii) is controlled,
designated in or governed by any Hazardous  Materials  Law;  (iii) gives rise to
any reporting,  notice or publication requirements under any Hazardous Materials
Law; or (iv) gives rise to any liability,  responsibility or duty on the part of
Tenant or  Landlord  with  respect  to any  third  person  under  any  Hazardous
Materials Law.

3. Use.  Tenant shall not allow any  Hazardous  Material to be used,  generated,
released,  stored or disposed of on, under or about,  or  transported  from, the
Leased  Premises,  the  Building  or  the  Property,  unless:  (I)  such  use is
specifically disclosed to and approved by Landlord in writing prior to such use;
and (ii) such use is conducted in compliance  with the  provisions of this Rider
1. Landlord may approve such use subject to reasonable conditions to protect the
Leased  Premises,  the  Building  or the  Property,  and  Landlord's  interests.
Landlord may withhold  approval if Landlord  determines  that such  proposed use
involves a material  risk of a release or discharge of Hazardous  Materials or a
violation  of any  Hazardous  Materials  Laws or that  Tenant  has not  provided
reasonable  assurances of its ability to remedy such a violation and fulfill its
obligations under this Rider 1.

4. Compliance  With Laws.  Tenant shall strictly comply with, and shall maintain
the Leased Premises in compliance  with, all Hazardous  Materials  Laws.  Tenant
shall  obtain and  maintain in full force and effect all  permits.  licenses and
other  governmental  approvals  required for Tenant's  operations  on the Leased
Premises under any Hazardous  Materials Laws and shall comply with all terms and
conditions of any Hazardous Materials laws. At Landlord's request,  Tenant shall
deliver copies of; or allow Landlord to inspect, all such permits,  licenses and
approvals. Tenant shall perform any monitoring, investigation, clean-up, removal
and other remedial work (collectively,  "Remedial Work") required as a result of
any release or discharge of Hazardous Materials affecting the Leased Premises or
the  Building,  or any  violation of hazardous  Materials  Laws by Tenant or any
assignee  or  sublessee  of  Tenant  or their  respective  agents,  contractors,
employees, licensees, or invitees. Landlord shall have the right to intervene in
any  governmental  action or  proceeding  involving  any Remedial  Work,  and to
approve performance of the work, in order to protect Landlord's interests.

5.  Compliance  With  Insurance  Requirements.  Tenant  shall  comply  with  the
requirements of Landlord's and Tenant's  respective insurers regarding Hazardous
Materials and with such insurers'  recommendations  based upon prudent  industry
practices regarding management of Hazardous Materials.

6. Notice:  Reporting.  Tenant shall notify Landlord, in writing, within two (2)
days after any of the  following:  (a) a release or discharge  of any  Hazardous
Material,  whether or not the release or discharge is in  quantities  that would
otherwise be reportable to a public agency; (b) Tenant's receipt of any order of
a  governmental  agency  requiring  any Remedial  Work pursuant to any Hazardous
Materials  Laws;  (c)  Tenant's  receipt of any warning,  notice of  inspection,
notice of  violation  or alleged  violation,  or  Tenant's  receipt of notice or
knowledge of any proceeding,  investigation of enforcement  action,  pursuant to
any Hazardous  Materials Laws; or (d) Tenant's receipt of notice or knowledge of
any claims made or threatened  by any third party  against  Tenant or the Leased
Premises, the Building or the Property, relating to any loss or injury resulting
from Hazardous  Materials.  Tenant shall deliver to Landlord  copies of all test
<PAGE>
results,  reports and business or management plans required to be filed with any
governmental agency pursuant to any Hazardous Materials Laws.

7.  Termination:  Expiration.  Upon the termination or expiration of this Lease,
Tenant shall remove any equipment,  improvements or storage facilities  utilized
in connection with any Hazardous Materials and shall, clean up, detoxify, repair
and  otherwise  restore the Leased  Premises to a  condition  free of  Hazardous
Materials.

8. Indemnity. Tenant shall protect, indemnify, defend and hold Landlord harmless
for, from and against any and all claims,  costs,  expenses,  suits,  judgments,
actions,  investigations,  proceedings  and  liabilities  arising  out  of or in
connection  with any breach of any  provisions  of this Rider I or  directly  or
indirectly arising out of the use,  generation,  storage,  release,  disposal or
transportation of Hazardous  Materials by Tenant or any sublessee or assignee of
Tenant,  or their  respective  agents,  contractors,  employees,  licensees,  or
invitees,  on, under or about the Leased Premises,  the Building or the Property
during the Lease Term or Tenant's  occupancy of the Leased Premises,  including,
but not limited to, all foreseeable and unforeseeable  consequential damages and
the cost of any  Remedial  Work.  Neither  the  consent by  Landlord to the use,
generation,  storage, release, disposal or transportation of Hazardous Materials
nor the strict  compliance with all Hazardous  Material Laws shall excuse Tenant
from  Tenant's  indemnification  obligations  pursuant  to  this  Rider  1.  The
foregoing  indemnity  shall  be in  addition  to  and  not a  limitation  of the
indemnification  provisions  of  Rider  1 of  the  Lease.  Tenant's  obligations
pursuant to this Rider 1 shall  survive the  termination  or  expiration of this
Lease.

9 Assignment: Subletting. If Landlord's consent is required for an assignment of
this Lease or a subletting of the Leased Premises, Landlord shall have the right
to refuse such consent if the possibility of a release of Hazardous Materials is
materially  increased as a result of the  assignment  or sublease or if Landlord
does not receive  reasonable  assurances  that the new tenant has the experience
and the financial ability to remedy a violation of the Hazardous  Materials Laws
and fulfill its obligations under this Rider 1.

10.  Entry  and  Inspection:  Cure.  Landlord  and  its  agents,  employees  and
contractors,  shall have the right, but not the obligation,  to enter the Leased
Premises at all  reasonable  times to inspect the Leased  Premises  and Tenant's
compliance  with  the  terms  and  conditions  of this  Rider  1, or to  conduct
investigations  and tests.  No prior  notice to Tenant  shall be required in the
event of an  emergency,  or if Landlord  has  reasonable  cause to believe  that
violations of this Rider 1 have occurred,  or if Tenant  consents at the time of
entry. In all other cases,  Landlord shall give at least  twenty-four (24) hours
prior notice to Tenant.  Landlord shall have the right,  but not the obligation,
to  remedy  any  violation  by Tenant of the  provisions  of this  Rider I or to
perform any Remedial Work which is necessary or  appropriate  as a result of any
governmental order, investigation or proceeding.  Tenant shall pay, upon demand,
as Additional  Rent, all costs incurred by Landlord in remedying such violations
or performing  all Remedial  Work,  plus interest on such costs  incurred at the
Default Rate from the date of demand until the date received by Landlord.

11. Event of Default.  The release or discharge of any Hazardous Material or the
violation of any Hazardous Materials Law shall constitute an Event of Default by
Tenant  under  this  Lease.  In  addition  to and not in  lieu  of the  remedies
available under this Lease as a result of such Event of Default,  Landlord shall
have the right, without terminating this Lease, to require Tenant to suspend its
operations  and  activities on the Leased  Premises  until Landlord is satisfied
that  appropriate  Remedial Work has been or is being  adequately  performed and
Landlord's  election of this remedy shall not  constitute a waive of  Landlord's
right to subsequently pursue the other remedies set forth in this Lease.

LANDLORD                                          TENANT
PRESSON ADVISORY L.L.C.                           Dimensional Vision Group, Ltd.
an Arizona Limited Liability Company                A Delaware Corporation
By Presson Corporation, An Arizona Corporation
Its: General Manager
By: /s/ Daryl R. Burton                           By: /s/ Roy D. Pringle
    --------------------------                        --------------------------
Its President                                     Its: CFO
<PAGE>
EXHIBIT "E"

RULES AND REGULATIONS

     1. Unless otherwise  specifically  defined in this Exhibit, all capitalized
terms in these  Rules and  Regulations  shall have the  meaning set forth in the
Lease to which these Rules and Regulations are attached.

     2.  The  sidewalks,  driveways,  entrances,  passages,  courts,  elevators,
vestibules,  stairways,  corridors  or  halls  of  the  Building  shall  not  be
obstructed  or  encumbered or used for any purpose other than ingress and egress
to and from the premises leased to any tenant or occupant.  The halls, passages,
exits, entrances,  elevators,  stairways, balconies and roof are not for the use
of the general  public,  and the Landlord shall in all cases retain the right to
control and prevent access thereto by all persons whose presence in the judgment
of Landlord  shall be  prejudicial  to the  safety,  character,  reputation  and
interests of the Building and its tenants.

     3. No awnings or other projection shall be attached to the outside walls or
windows of the  Building.  No  curtains,  blinds,  shades,  or screens  shall be
attached to or hung in, or used in  connection  with,  any window or door of the
premises leased to any tenant or occupant,  without the prior written consent of
Landlord.  All electrical  fixtures hung in any premises leased to any tenant or
occupant must be of a type, quality,  design, color, size and general appearance
approved by Landlord.

     4. No tenant shall place objects against glass partitions, doors or windows
which would be in sight from the Building  corridors or from the exterior of the
Building and such tenant will promptly remove any such objects when requested to
do so by Landlord.

     5. The  windows  and doors  that  reflect  or admit  light and air into the
halls,  passageways  or other public places in the Building shall not be covered
or obstructed,  nor shall any bottles,  parcels,  or other articles be placed on
any window sills.

     6. No show cases or other  articles  shall be put in front of or affixed to
any part of the  exterior of the  Building  nor placed in the halls,  corridors,
walkways, landscaped areas, vestibules or other public parts of the Building.

     7. The restrooms,  water and wash closets and other plumbing fixtures shall
not be used for any purposes  other than those for which they were  constructed,
and no  sweepings,  rubbish,  rags or other  substances  shall be  thrown in the
restrooms, water and wash closets. The reasonable costs incurred by Landlord (a)
for extra cleaning in any restroom, water or wash closet required because of any
misuse of such restroom,  water or wash closet,  and/or (b) to repair any damage
resulting  from any misuse of the  fixtures  will be borne by the tenant who, or
whose employees, agents, visitors or licensees, caused the same. No tenant shall
bring or keep, or permit to be brought or kept,  any  inflammable,  combustible,
explosive or hazardous  fluid,  material,  chemical or substance in or about the
premises leased to such tenant or the Property.

     8. No tenant or occupant  shall  mark,  paint,  drill  into,  or ii any way
deface  any part of the  Building  or the  premises  leased  to such  tenant  or
occupant. No boring, cutting or strings of wires shall be permitted, except with
the prior consent of Landlord, and as Landlord may direct. No tenant or occupant
shall  install any  resilient  tile or similar  floor  covering in the  premises
leased to such tenant or occupant except in a manner approved by Landlord.

     9. Any  carpeting  cemented  down by a tenant  shall  be  installed  with a
releasable adhesive.  In the event of a violation of this paragraph by a tenant,
Landlord may charge the expense incurred to remove the carpeting to such tenant.

     10. No bicycles,  vehicles or animals of any kind (except  seeing eye dogs)
shall be brought into or kept in or about the premises leased to any tenant.  No
cooking  shall be done or permitted  in the  Building by any tenant  without the
written  approval of  Landlord.  No tenant  shall cause or permit any unusual or
objectionable odors to emanate from the premises leased to such tenant.

     11.  No space in the  Building  shall  be used for  manufacturing,  for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction.
<PAGE>
     12. No tenant and no employee,  visitor,  agent,  or licensee of any Tenant
shall  make,  or  permit  to be made,  any  unseemly  or  disturbing  noises  or
vibrations  or  disturb or  interfere  with other  tenants or  occupants  of the
Building, or neighboring buildings or premises whether by the use of any musical
instrument,  radio, television set broadcasting equipment or other audio device,
unmusical noise, whistling,  singing, yelling or screaming. or in any other way.
Nothing  shall be thrown out of any doors.  No tenant and no employee,  visitor,
agent,  or licensee  of any Tenant  shall  conduct  itself in any manner that is
inconsistent  with the character of the Building as a first quality  building or
that will  impair the  comfort,  convenience  or safety of other  tenants in the
Building.

     13. No  additional  locks or bolts of any kind shall be placed  upon any of
the  doors,  nor shall any  changes  be made in belts or the  mechanism  of such
locks.  Each  tenant  must,  upon the  termination  of its  tenancy,  restore to
Landlord all keys of stores,  offices and toilet rooms,  either furnished to, or
otherwise procured by, such tenant.

     14.  All  removals  from the  Building,  or the  carrying  in or out of the
Building  or from the  premised  leased to any  tenant,  of any safes,  freight,
furniture or bulky matter of any description must take place at such time and in
such manner as Landlord or its agents may determine, from time to time. Landlord
reserves the right to inspect all freight to be brought into the Building and to
exclude  from the  Building  all  freight  which  violates  any of the Rules and
Regulations or the provisions of such tenant's lease.

     15. Landlord shall have the right to prohibit any advertising by any tenant
or occupant which, in Landlord's opinion,  tends to impair the reputation of the
Building or its  desirability  as a building for  offices,  and upon notice from
Landlord,  such  tenant or  occupant  shall  refrain  from or  discontinue  such
advertising.

     16. Each tenant,  before  closing and leaving the  premises  leased to such
tenant  at any time,  shall  see that all  entrance  doors  are  locked  and all
electrical  equipment and lighting fixtures are turned off. Corridor doors, when
not in use, shall be kept closed.

     17. Each tenant  shall,  at its expense,  provide  artificial  light in the
premises leased to such tenant for Landlord's agents,  contractors and employees
while  performing  janitorial or other  cleaning  services and making repairs or
alterations in said premises.

     18. No  premises  shall be used,  or  permitted  to be used for  lodging or
sleeping,  or for any  immoral or illegal  purposes  or in any manner  that,  in
Landlord's  reasonable  judgment,  threatens  the safety of the  Building or the
tenants of the Building and their employees and invitees.

     19. The  requirements of tenants will be attended to only upon  application
at the office of Landlord.  Building employees shall not be required to perform,
and shall not be  requested  by any  tenant or  occupant  to  perform,  and work
outside of their regular  duties,  unless under specific  instructions  from the
office of Landlord.

     20. Canvassing,  soliciting and peddling in the Building are prohibited and
each tenant and occupant shall cooperate in seeking their prevention.

     21.  There  shall  not be used in the  Building,  either  by any  tenant or
occupant  or by their  agents or  contractors,  in the  delivery  or  receipt of
merchandise,  freight  or other  matter,  any  hand  trucks  or  other  means of
conveyance except those equipped with rubber tires,  rubber side guards and such
other safeguards as Landlord may require.

     22. If the premises leased to any tenant become infested with vermin,  such
tenant,  at  its  sole  cost  and  expense,  shall  cause  its  premises  to  be
exterminated,  from time to time,  to the  satisfaction  of Landlord,  and shall
employ  such  exterminators  for the  extermination  of the  vermin  as shall be
approved in writing by Landlord.

     23.  No  premises  shall be used,  or  permitted  to be used,  at any time,
without  the prior  written  approval  of  Landlord,  as a store for the sale or
display of goods,  wares or merchandise  of any kind, or as a restaurant,  shop,
booth,  bootblack  or  other  stand,  or for  the  conduct  of any  business  or
occupation which  predominantly  involves direct patronage of the general public
in the premises leased to such tenant, or for manufacturing or for other similar
purposes.
<PAGE>
     24. No tenant shall clean any window of the Building from the outside

     25.  No tenant  shall  move,  or  permit  to be  moved,  into or out of the
Building  or the  premises  leased to such  tenant,  any heavy or bulky  matter,
without the specific  approval of Landlord.  If any such matter requires special
handling,  only a qualified  person  shall be employed to perform  such  special
handling.  No tenant shall place or permit to be placed, on any pad of the floor
or floors of the premises leased to such tenant, a load exceeding the floor load
per square  foot which such floor was  designed to carry and which is allowed by
law.  Landlord  reserves the right to prescribe the weight and position of safes
and other heavy objects, which must be placed so as to distribute the weight.

     26. With respect to work being  performed by a tenant in its premises  with
the approval of Landlord,  the tenant shall refer all contractors,  contractors'
representatives  and  installation  technicians to Landlord for its supervision,
approval and control  prior to the  performance  of any work or  services.  This
provision  shall  apply  to  all  work  performed  in  the  Building   including
installation  of  telephones,   telegraph  equipment,   electrical  devices  and
attachments,   and  installations  of  every  nature  affecting  floors,  walls,
woodwork,  trim,  ceilings,  equipment  and ally other  physical  portion of the
Building.

     27. Landlord shall not be responsible for lost or stolen personal property,
equipment,  money,  or jewelry  from the  premises  of  tenants or public  rooms
whether or not such loss occurs when the  Building  or the  premises  are locked
against entry.

     28.  Landlord may permit entrance to the premises of tenants by use of pass
keys  controlled  by  Landlord  employees,  contractors,  or  service  personnel
directly  supervised  by Landlord  and  employees  of the United  States  Postal
Service.

     29.  Each  tenant and all of tenant's  representatives,  shall  observe and
comply with the  directional  and parking signs on the property  surrounding the
Building,  and Landlord shall not be  responsible  for any damage to any vehicle
towed because of noncompliance with parking regulations.

     30. No tenant shall install any radio, telephone,  television, microwave or
satellite  antenna,  loudspeaker  music  system  or other  device on the roof or
exterior walls of the Building or on common walls with adjacent tenants.

     31. Each tenant shall store all trash and garbage  within its premises.  No
material  shall be placed  in the trash  boxes or  receptacles  in the  Building
unless such material may be disposed of in the ordinary and customary  manner of
removing  and  disposing of trash and garbage and will not result in a violation
of any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through  entryways and  elevators  provided for such purposes
and at such times as Landlord shall designate.

     32. No tenant shall  employ any persons  other than the janitor of Landlord
for the purpose of cleaning its premises  without the prior  written  consent of
Landlord.

     33. Each tenant shall give prompt notice to Landlord of any accidents to or
defects  in  plumbing,  electrical  or  heating  apparatus  so that  same may be
attended to properly.

     34. No tenant shall bring into the Building any  pollutants,  contaminants,
inflammable, gasoline, kerosene or hazardous substances (as now or later defined
under State or Federal law).

     35. Landlord reserves the right to restrict access to and from the Building
between the hours of 6:00P.M. and 8:00 A.M. on business days and at all hours on
Saturdays, Sundays and holidays.

     36. All tenant and tenant's servants, employees, agents, visitors, invitees
and licensees shall observe  faithfully and comply strictly with these Rules and
Regulations  and such other and further  appropriate  Rules and  Regulations  as
Landlord or Landlord's  agent from time to time adopt.  Each tenant shall at all
times  keep the  premises  leased to such  tenant,  its  employees,  agents  mid
invitees  under its  control so as to prevent  the  performance  of any act that
would  damage the  Building or its  reputation  or the  premises  leased to such
tenant or could injure,  annoy, or threaten the security of the other tenants in
the Building or their respective employees, agents or invitees or the public.
<PAGE>
     37.  Landlord  may deny  entrance to the  Building  and may remove from the
Building  any person or  persons  who  appear to be or are  intoxicated,  or who
appear to be or are under the  influence  of liquor or drugs,  or who are in any
manner  violating any of the Building  Rules and  Regulations,  or who present a
hazard or  nuisance  to any other  person.  The  reasonable  costs  incurred  by
Landlord for security services or other costs reasonably incurred by Landlord to
remove any such  persons  shall be borne by the tenant whose  employees,  agents
and/or invitees are so removed.

     38. Landlord shall furnish each tenant, at Landlord's expense, with two (2)
keys to unlock the entry level  doors and two (2) keys to unlock  each  corridor
door entry to each tenant's  premises and, at such tenant's  expense,  with such
additional keys as such tenant may request. No tenant shall install or permit to
be  installed  any  additional  lock on any door into or inside of the  premises
leased to that tenant or make or permit to be made any duplicate of keys to tile
entry level doors or the doors to such  premises.  Landlord shall be entitled at
all times to  possession  of a duplicate of all keys to all doors into or inside
of the  premises  leased to tenants of the  Building.  All keys shall remain the
property of Landlord.  Upon the expiration of the Lease Term,  each tenant shall
surrender  all  such  keys  to  Landlord  and  shall  deliver  to  Landlord  the
combination to all locks on all safes,  cabinets and vaults which will remain in
the  premises  leased to that  tenant.  Landlord  shall be  entitled to install,
operate and maintain security systems in or about the Property which monitor, by
computer, close circuit television or otherwise, persons entering or leaving the
Property,  tile  Building  and/or the  premises  leased to any  tenant.  For the
purposes  of this rule the term "keys"  shall mean  traditional  metallic  keys,
plastic or other key cards and other lock opening devices.

     39. Each person  using the Parking  Facility or other areas  designated  by
Landlord  where  parking  will be  permitted  shall  comply  with all  Rules and
Regulations  adopted by Landlord  with respect to the Parking  Facility or other
areas,  including any employee or visitor parking restrictions,  and any sticker
or other identification  system established by Landlord.  Landlord may refuse to
permit any person who  violates any parking  rule or  regulation  to park in the
Parking  Facility or other areas,  aid may remove any vehicle which is parked in
the  Parking  Facility  or other areas in  violation  of the  parking  Rules and
Regulations.  The Rules and Regulations  applicable to the Parking  Facility and
the outside parking areas are as follows:

a.   The maximum  speed limit within the Parking  Facility  shall be 5 miles per
     hour,  the maximum speed limit in other parking areas shall be 15 miles per
     hour.

b.   All directional signs and arrows must be strictly observed

c.   All vehicles must be parked entirely within painted stall lines.

d.   No  intermediate  or  full-size  car may be  parked  in any  parking  space
     reserved  for a compact car; no bicycle,  motorcycle  or other two or three
     wheeled  vehicle,  and no truck,  van or other  oversized  vehicle,  may be
     parked in any area not specifically designated for use by such vehicle.

e.   No vehicle may be parked (i) in an area not striped for parking,  (ii) in a
     space which has been  reserved for visitors or for another  person or firm,
     (iii) in an aisle or on a ramp, (iv) where a "no parking" sign is posted or
     which  has  otherwise  designated  as a 110  parking  area,  (v) in a cross
     hatched  area,  (vi) ii an area  bearing a  "handicapped  parking  only" or
     similar  designation  unless the vehicle bears an  appropriate  handicapped
     designation,  (vii)  in  an  area  bearing  a  "loading  zone"  or  similar
     designation  unless the vehicle is then  engaged in a loading or  unloading
     function  and  (viii) in an area  with a posted  height  limitation  if the
     vehicle exceeds the limitation.

f.   Parking  passes,  stickers  or other  identification  devices  supplied  by
     Landlord   shall   remain  the  property  of  Landlord  and  shall  not  be
     transferable.  A replacement  charge determined by Landlord will be payable
     by each tenant for loss of any  magnetic  parking  card or parking  pass or
     sticker.

g.   Garage managers or attendants  shall not be authorized to make or allow any
     exceptions to these Rules and Regulations.
<PAGE>
h.   Each  operator  shall be required to park and lock his or her own  vehicle,
     shall use the Parking Facilities at his or her own risk and shall bear full
     responsibility for all damage to or loss of his or her vehicle, and for all
     injury to persons and damage to property  caused by his or her operation of
     the vehicle.

i.   Landlord  reserves the right to tow away, at the expense of the owner,  any
     vehicle  which is  inappropriately  parked or parked in  violation of these
     Rules and Regulations.

     40.  Landlord  has  designated  the  Building a  "non-smoking"  building in
accordance with The Smoking  Pollution  Control Ordinance adopted by the City of
Phoenix,  Arizona as set forth in Sections  23-101,  etc. of the City of Phoenix
Municipal  Code.  Accordingly,  smoking  of  tobacco  or any other weed plant is
prohibited in the Building  Common Areas located within the Building,  including
the Building lobby,  public  corridors,  lavatories,  elevators and other public
areas. Further,  smoking of tobacco or any other weed plant is prohibited within
the Leased Premises.

     41.  Landlord  reserves  the  right at any  tine  and from  time to time to
rescind,  alter or waive,  in whole or in part,  any of the  Building  Rules and
Regulations  when it is deemed  necessary,  desirable or proper,  in  Landlord's
judgment for its best interest or of the best of the tenants of the Building.

TENANT:

Dimensional Visions Group, Ltd.
A Delaware Corporation
BY: /s/ Roy D. Pringle
    ----------------------------
Its: CFO
<PAGE>
EXHIBIT G

WORKLETTER

Landlord  at its sole  cost and  expense  shall  provide  the  following  tenant
improvements:

1. Demise suite in accordance with plan in Exhibit B.

2. Touch-up paint throughout.

3. Install new carpet throughout.

4.  Remove and  replace the glass wall  adjacent  to the  exterior  door for the
purpose of moving large office equipment through the door.
<PAGE>
RIDER 2

THIS RIDER 2 to Office  Lease dated  October 27, 1997 between  PRESSON  ADVISORY
L.L.C. an Arizona Limited Liability Company ("Landlord") and DIMENSIONAL VISIONS
GROUP, LTD. a Delaware Corporation ("Tenant").

1. Quite Enjoyment:
Landlord covenants that,  provided Tenant complies with the terms and conditions
set forth herein,  Tenant shall quietly and peacefully  have and hold the Leased
Premises for the Term of the Lease.

2. In Addition to 7.1:
Notwithstanding  the  foregoing,  Landlord knows of no defect or repair or other
condition  of the Leased  Premises  that would  interfere  with  Tenant's  Quiet
Enjoyment and possession of the Leased Premises.

3. In Addition to 18.1:
In the event Landlord needs to relocate Tenant into a substitute  premise in the
building and substitute  promise is not acceptable to Tenant,  Tenant may cancel
the Lease.

LANDLORD                                          TENANT
PRESSON ADVISORY L.L.C.                           Dimensional Vision Group, Ltd.
an Arizona Limited Liability Company                A Delaware Corporation
By Presson Corporation, An Arizona Corporation
Its: General Manager
By: /s/ Daryl R. Burton                           By: /s/ Roy D. Pringle
    --------------------------                        --------------------------
Its President                                     Its: CFO
<PAGE>
AMENDMENT #1
TO LEASE

THIS AMENDMENT #1 TO LEASE, made and entered into this 10th day of August,  1998
by and between PRESSON ADVISORY L.L.C.,  an Arizona Limited  Liability  Company,
hereinafter  referred to as ("Landlord") and DIMENSIONAL  VISIONS GROUP,  LTD, a
Delaware Corporation hereinafter referred to as ("Tenant").

WITNESSETH
WHEREAS,  Landlord  leased  certain  premises to Tenant in the Dunlap  Executive
Office  Building,  located at 2301 W. Dunlap  Avenue,  Suite 207, in the City of
Phoenix, State of Arizona,  pursuant to that certain Lease dated the 27th day of
October 1997, the premises being more particularly described; therein; and

WHEREAS, Landlord wishes to expand Tenant's premises and Tenant wishes to expand
its premises from Landlord; and

WHEREAS, Landlord and Tenant therefore wish to amend said Lease;

NOW,  THEREFORE,  in  consideration  of these  present and the agreement of each
other,  Landlord  and Tenant  agree that the said Lease shall be and the same is
hereby amended as of the 15th day of September 1998.

1. Lease Premises:
     Paragraph  1.8 of the Lease is  deleted  and the  following  new  Paragraph
     replaces it:

     "Approximately  4,364  rentable  square feet of office space located on the
     2nd  floor  of the  Building  and  commonly  known  as  Suite  207 and 201.
     Furthermore, Suite 207 consists of approximately 3,100 rentable square feet
     and Suite 201 consists of approximately 1,264 rentable square feet.

2. Rental:
     The  Annual  Basic  Rent set forth by  Paragraph  1.12  shall be amended to
     reflect the following New Base Rent Schedule:

     September 15, 1998 through  September 30, 1998 - $63,278.00  ($2,812.32 per
     month), based upon a rental rate of $14.50 per rentable square foot.

     October 1, 1998  through  December  31, 1998 -  $63,278.00  ($5,273.17  per
     month), based upon a rental rate of $14.50 per rentable square foot.

     January 1, 1999  through  December  31, 1999 -  $65,460.00  ($5,455.00  per
     month), based upon a rental rate of $15.00 per rentable square foot.

     January 1, 2000  through  December  31, 2000 -  $67,642.00  ($5,636.83  per
     month), based upon a rental rate of $15.50 per rentable square foot.

3. All other  terms and  conditions  of this Lease,  as amended,  remain in full
force and effect as heretofore.

IN WITNESS WHEREOF,  Landlord and Tenant have executed this instrument by proper
persons  thereunto  duly  authorized  so  to  do  on  the  day  and  year  first
hereinabove.

LANDLORD                                          TENANT
PRESSON ADVISORY L.L.C.                           Dimensional Vision Group, Ltd.
an Arizona Limited Liability Company                A Delaware Corporation
By Presson Corporation, An Arizona Corporation
Its: General Manager
By: /s/ Daryl R. Burton                           By: /s/ Roy D. Pringle
    --------------------------                        --------------------------
Its President                                     Its: CFO