<PAGE>

                                                                   Exhibit 10.10

                          DP OPERATING PARTNERSHIP, LP


                            STANDARD INDUSTRIAL LEASE     For Landlord Use Only:
                                  (NET-NET-NET)                 Building #:  285
                                                                       L/A:  BPE

Lease Preparation Date:  December 23, 1998

Landlord: DP Operating Partnership, L.P., a Delaware limited partnership,
located at 1200 Financial Boulevard, P. O. Box 7098, Reno, Nevada 89510

Tenant: Brightpoint, Inc., a Delaware corporation, with its principal business
offices located at 6402 Corporate Drive, Indianapolis, Indiana 46278.

Trade Name (dba):  Brightpoint, Inc.

1. LEASE TERMS

         1.01 Premises: The Premises referred to in this Lease contain
approximately 159,500 square feet as shown on Exhibit "A" attached, together
with the non-exclusive right to use the Common Areas as set forth in Section
4.02., subject to the terms and conditions of this Lease, any conditions and
restrictions, and Rules and Regulations of the Project (subject to the
provisions of Section 24.01 hereof) in effect from time to time. The address of
the Premises is: 5360 Capital Court, Reno, Nevada.

         1.02 Project: The Project in which the Premises are located consist of
approximately fourteen and 77/100ths (14.77) acres of land and the building in
which the Premises are located including approximately 159,500 square feet
located on such land, as shown in Exhibit "A."

         1.03 Tenant's Notice Address: Tenant's Notice Address is the address of
the Leased Premises as defined in Section 1.01 unless otherwise specified here:
6402 Corporate Drive, Indianapolis, IN 46278.

         1.04 Landlord's Notice Address: P. O. Box 7098, Reno, Nevada 89510

         1.05 Tenant's Permitted Use: Storage, warehousing, assembly, light
manufacturing, service and distribution of wireless communication equipment and
related products in compliance with all applicable laws, Rules and Regulations
of the Project (subject to the provisions of Section 24.01 hereof) and this
Lease.

         1.06 Lease Term: The Lease Term is for Five (5) years and commences
upon the later of (i) the issuance of a Temporary Certificate of Occupancy for
the Premises allowing for Tenant's





                                      -1-
<PAGE>


functional occupancy thereof (ii) substantial completion of Landlord's Work (as
defined in Section 1.12 below) in substantial accordance with the provisions of
Exhibits "B" and "B-1" attached hereto without material interference due to
uncompleted portions of Landlord's Work or defective items (the "Lease
Commencement Date") and expires five (5) years thereafter. The Lease
Commencement Date and ending and rental adjustment dates shall be established by
Landlord and Tenant's execution of a Commencement Date Certificate, as provided
in Section 3.01 below, in the form attached hereto as Exhibit "E". Tenant shall
also have two (2) options to extend the Lease Term for additional five (5) year
periods each (the "Extension Terms," as defined in Section 41.01 below). For
purposes of the Lease the terms "Lease Term," "term of the Lease," and "term,"
shall mean and include the initial five (5) year period of this Lease, together
with the Extension Terms, to the extent exercised by Tenant pursuant to Article
41. below, and the term, "Initial Lease Term," shall mean the initial five (5)
year period of this Lease.

         1.07 Base Monthly Rent: Base Monthly Rent for the Initial Lease Term
shall be paid in accordance with the following schedule:

--------------------------------------- ----------------------------------------
         Period                         Base Monthly Rent Amount
--------------------------------------- ----------------------------------------
         Month 1 - 12/31/99             $44,820
--------------------------------------- ----------------------------------------
         1/1/00 through Month 36        $49,445 plus the amortization amount as
                                        hereinafter provided
--------------------------------------- ----------------------------------------
         Months 37-60                   $52,906
--------------------------------------- ----------------------------------------

         Base Monthly Rent for the period commencing on January 1, 2000 and
ending at the end of the thirty-sixth (36th) month of the Lease Term, subject to
Tenant's prepayment right as hereinafter provided, shall include the difference
between (i) the cumulative amount of Base Monthly Rent which would have been
payable for the portion of the Initial Lease Term prior to January 1, 2000 at
the rate of Forty-nine Thousand, Four Hundred Forty-five Dollars ($49,445) per
month, and (ii) the cumulative amount of Base Monthly Rent payable under this
Lease at the rate of Forty-four Thousand, Eight Hundred Twenty Dollars ($44,820)
per month for the portion of the Initial Lease Term prior to January 1, 2000,
which amount shall be amortized at the rate of ten percent (10%) per annum
ratably on a monthly basis over such period. For example, and for such purposes
only, in the event the Lease Commencement Date was August 1, 1999, subject to
Tenant's prepayment right as hereinafter provided, the amount of Base Monthly
Rent for the period commencing on January 1, 2000 and ending at the end of the
thirty-sixth (36th) month of the Lease Term would be Eight Hundred Forty-two and
53/100ths Dollars ($842.53) ([$49,445 x 5 months] - [$44,820 x 5 months] @ 10%
per year for 31 months). Tenant shall have the right to prepay the unpaid
portion of the amortized amount determined above at any time after January 1,
2000, and in the event Tenant prepays such entire amount on or before January
31, 2000, no interest shall be required to be paid with such prepayment.
Landlord shall give Tenant notice of the amount of additional Base Monthly Rent
payable pursuant to this Section 1.07; provided, however, that the failure of
Landlord to provide such notice shall not be construed as a waiver of the
payment of such amount. In the event this




                                      -2-
<PAGE>

Lease terminates prior to the end of the thirty-sixth (36th) month of the
Initial Lease Term for any reason other than a default by Landlord hereunder,
then Tenant agrees to pay to Landlord the unamortized portion of such amount
within ten (10) days after such termination.

         Base Monthly Rent during the Extension Terms, as applicable, shall be
determined as provided in Section 41.02 below.

         1.08 Security Deposit: [WAIVED])

         1.09 Proportionate Share: Tenant's Proportionate Share is One Hundred
percent (100%) based upon the total square footage of the building within which
the Premises are located in the Project and the square footage of the Premises.

         1.10 [INTENTIONALLY DELETED]

         1.11 Tenant is entitled to vehicle parking spaces as provided in and
subject to the provisions of Section 8. of the Lease.

         1.12 Tenant Improvements: Tenant Improvements to be performed in the
Premises, if any, will be performed in accordance with the terms and provisions
entitled "Landlord's Work" contained in Exhibits "A-1" and "B-1" attached.
Within fifteen (15) days of the Lease Commencement Date, representatives of
Landlord and Tenant agree to conduct a "walk through" inspection of the Premises
and reasonably agree on any remaining punchlist items to be completed after the
Lease Commencement Date. Any such remaining punchlist items shall be completed
by Landlord within a commercially reasonable period of time after the Lease
Commencement Date. Landlord represents and warrants that Landlord shall perform
Landlord's Work in a good and workmanlike fashion, in substantial conformance
with the provisions of Exhibits "B" and "B-1" attached, in compliance with all
applicable laws and regulations, and using new materials, and reasonably free of
construction defects. Upon receipt from Tenant of notice of any portion of
Landlord's Work which does not conform to the foregoing representation and
warranty within the two (2) year period commencing on the Lease Commencement
Date, Landlord agrees to promptly correct same. Tenant understands and agrees
that Tenant must provide written notice to Landlord within the two (2) year
period specified above and that the representation and warranty shall expire on
the second (2nd) anniversary of the Lease Commencement Date. Except as expressly
set forth hereinabove in this Section 1.12, nothing contained in this Lease,
including any Exhibits hereto, shall be interpreted or is intended in any way as
a representation or warranty by Landlord as to the quantity, quality, or fitness
of the Premises or Landlord's Work, including, without limitation, a fitness for
any particular purpose, each of which is expressly disclaimed by Landlord
hereunder. Thereafter during the Lease Term, except as set forth in this Section
1.12 above, Landlord will be under no obligation to alter, change, decorate or
improve the Premises.

2. DEMISE AND POSSESSION



                                      -3-
<PAGE>

         2.01 Landlord leases to Tenant and Tenant leases from Landlord the
Premises described in 1.01. By entering the Premises, subject to the provisions
of Section 1.12 above, Tenant acknowledges that it has examined the Premises and
accepts the Premises in their condition delivered on the Lease Commencement
Date. Landlord expressly reserves its right to lease any other space available
in the Project to whom ever it wishes; provided, however, that Landlord shall
not lease any portion of the Project to any Person or entity which conducts junk
yard or smelting operations. Tenant hereby acknowledges that it did not rely on
any other tenant remaining a tenant in the Project as a consideration for
entering into this Lease.

         2.02 If for any reason Landlord cannot deliver possession of the
Premises with a Temporary Certificate of Occupancy on or before September 1,
1999, Landlord shall not be subject to any liability nor shall the validity of
this Lease be affected. However, Tenant, unless it is the cause of the delay,
has the right to cancel this Lease by written notification if possession of the
Premises is not delivered within one hundred five (105) days of the scheduled
Lease Commencement Date set forth in this Section 2.02 above. Landlord may
terminate this Lease by giving written notice to Tenant if possession of the
Premises is not delivered within one hundred five (105) days of the scheduled
Lease Commencement Date set forth in this Section 2.02 above.

3. BASE MONTHLY RENT

         3.01 Base Monthly Rent: On the first day of every calendar month of the
Lease Term commencing on the Lease Commencement Date, Tenant will pay, without
deduction or offset, prior notice or demand, Base Monthly Rent and Additional
Rent at the place designated by Landlord. In the event that the Lease Term
commences or ends on a day other than the first day of a calendar month, a
prorated amount of Base Monthly Rent and Additional Rent shall be due on the
first day of the first month following the Lease Commencement Date or the final
month of the Lease Term, as applicable, and shall be calculated using the actual
number of days in the particular a month. In the event this Lease is to commence
upon a date not ascertained on execution, both parties agree to complete and
execute a Commencement Date Certificate in the form of Exhibit "E" within ten
(10) days of the Lease Commencement Date, if applicable.

         3.02 [INTENTIONALLY DELETED]

         3.03 Any installment of rent or any other charge payable which is not
paid within ten (10) days after it becomes due will be considered past due and
Tenant will pay to Landlord as Additional Rent a late charge equal to the
product of twelve percent (12%) per annum of such installment for each month or
fractional month transpiring from the date due until paid. A twenty-five dollar
($25.00) handling charge will be paid by Tenant to Landlord for each returned
check and, thereafter, Tenant will pay all future payments of rent or other
charges due by money order or cashier's check. If Tenant shall be served with
three (3) or more demands during the term of the Lease for the payment of past
due rent, any payments tendered thereafter to cure any default by Tenant shall
be made only by cashier's check.



                                      -4-
<PAGE>


         3.04 The amount of the Base Monthly Rent includes projected
construction of Tenant's improvements as indicated on Exhibits "A-1 and "B-1"
attached. In the event that Tenant requests Landlord to construct additional
improvements, such costs or expenses upon itemized notice by Landlord, shall be
paid by Tenant to Landlord.

4.  COMMON AREAS

         4.01 Definitions: "Common Areas": "Common Area" is defined as all areas
and facilities outside the Premises and within the exterior boundary line of the
Project that are provided and designated by Landlord for the non-exclusive use
of Landlord, Tenant and other lessees of the Project and their respective
employees, agents, customers and invitees. Common Areas include, but are not
limited to: all parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways, corridors, landscaped areas
and any restrooms used in common by lessees.

         4.02 Tenant, its employees, agents, customers and invitees have the
non-exclusive right (in common with other Tenants, Landlord, and any other
person granted use by Landlord) to use of the Common Areas. Tenant agrees to
abide by and conform to, and to cause its employees, agents, customers and
invitees to abide by and conform to all reasonable rules and regulations
established by Landlord subject to provisions of paragraph 24.

         4.03 Landlord has the right, in its sole discretion, from time to time,
to: 1) make changes to the Common Areas, including without limitation, changes
in the location, size, shape and number of driveways, entrances, parking spaces,
parking areas, ingress, egress, direction of driveways, entrances, corridors
parking areas and walkways; 2) close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to the Premises remains
available; 3) add additional buildings and improvements to the Common Areas; 4)
use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Project or any portion thereof; do and perform any other acts
or make any other changes in, to or with respect to the Common Areas and Project
as Landlord may, in the exercise of sound business judgement, deem to be
appropriate; provided, however, that none of the foregoing shall materially and
unreasonably interfere with the conduct of Tenant's business from the Premises,
except in the case of emergency or as required by governmental authority.

5. ADDITIONAL RENT

         5.01 All charges payable by Tenant other than Base Monthly Rent are
called "Additional Rent". Unless this lease provides otherwise, Additional Rent
is to be paid with the next monthly installment of Base Monthly Rent and is
subject to the provisions of 3.03. The term "rent" whenever used in this Lease
means Base Monthly Rent and Additional Rent.

         5.02 Operating Costs



                                      -5-
<PAGE>


         A. "Operating Costs" are all costs and expenses of ownership,
operation, maintenance, management, repair and insurance incurred by Landlord
for the Project including, but not limited to the following: all supplies,
materials, labor and equipment, used in or related to the operation and
maintenance of the Common Areas; all utilities, including but not limited to:
water, electricity, gas, heating, lighting, sewer, waste disposal related to the
maintenance or operation of the Common Areas; all air-conditioning and
ventilating costs related to the maintenance or operation of the Project; all
Landlord's costs in managing, maintaining, repairing, operating and insuring the
Project, including, for example, clerical, supervisory, and janitorial staff;
all maintenance, management and service agreements, including but not limited
to, janitorial, security, trash removal related to the maintenance or operation
of the Project; all legal and accounting costs and fees for licenses and permits
related to the ownership and operation of the Project; all insurance premiums
and costs of fire, casualty, and liability coverage, rent abatement and
earthquake insurance and any other type of insurance related to the Entire
Project, including any deductible for a loss attributable to the Premises; all
operation, maintenance and repair costs to the Common Areas, including but not
limited to, sidewalks, walkways, parkways, parking areas, loading and unloading
areas, trash areas, roadways, driveways, corridors, and landscaped area,
including for example, costs of resurfacing and restriping parking areas; all
maintenance and repair costs of building exteriors (including painting, asphalt
repair and replacement and roof maintenance, repair and replacement), restrooms
used in common by Tenants and signs and directories of the Project; amortization
(based upon the estimated useful life of such improvements and/or capital
expenditures) (along with reasonable financing charges) of capital improvements
made to the Common Areas which may be required by any government authority or
which will improve the operating efficiency of the Project; a reasonable reserve
for repairs and replacement; a five percent (5%) fee for Landlord's supervision
of the Common Areas (five percent (5%) of the total above mentioned costs and
expenses incurred in a calendar year). Operating Costs will not include
depreciation of the Project. Notwithstanding the foregoing, Tenant shall pay an
amount equal to two and 7/10ths cents (2.7(cent)) per square foot of the
Premises per month, which amount shall be increased by five percent (5%) for
each twelve (12) month period during the Lease Term (including any Extension
Terms) after the initial twelve (12) month period of the Lease, as Tenant's
Prorata Share of all Operating Costs other than (i) costs which may be required
to comply with all applicable laws, codes, rules, and regulations of
governmental and administrative authorities, and (ii) insurance and deductible
costs (collectively, the "Excluded Items"). Tenant shall be responsible for
Tenant's Prorata Share of the actual cost of the Excluded Items. During the
Lease Term, Tenant may, on one (1) occasion, notify Landlord in writing that
Tenant elects to pay Tenant's Prorata Share of actual Operating Costs and Tenant
shall thereafter be responsible for Tenant's Prorata Share of actual Operating
Costs during the remaining portion of the Lease Term (including any Extension
Term).

         B. Subject to the provisions of Paragraph 5.02A. above, Tenant shall
pay to Landlord Tenant's Proportionate Share of the Operating Costs as indicated
in 1.09. If there is a change in the square footage of either the Project or the
Premises during the term of this Lease the Proportionate Share of the Tenant
shall be adjusted accordingly. Such payment shall be paid by Tenant with and in
addition to the monthly payment of Base Monthly Rent. In the event Tenant elects
to pay Tenant's Prorata Share of actual Operating Costs as provided in Paragraph
5.02A. above, Tenant shall, if Landlord so elects, pay to Landlord on a monthly
basis, in advance, the amount which Landlord







                                      -6-
<PAGE>

reasonably estimates to be Tenant's Proportionate Share of the Operating Costs.
In the event of such election by Landlord, Landlord shall periodically determine
Tenant's share of the actual Operating Costs, and in the event that the amount
which Tenant has paid to Landlord on account of the estimated Operating Costs is
less than his share of such actual Operating Costs, Tenant shall pay such
difference to Landlord on the next rent payment date. In the event that Tenant
elects to pay Tenant's Prorata Share of actual Operating Costs as provided in
Paragraph 5.02A. above, in the event that Tenant has paid to Landlord more than
his share of such actual Operating Costs, the amount of such difference shall be
credited against Tenant's payments of Operating Costs, the amount of such
difference shall be credited against Tenant's payments of Operating Costs next
due or if such period is at the end of the Lease term the amount of any
overpayment shall be promptly refunded to Tenant. In the event Tenant elects to
pay Tenant's Prorata Share of actual Operating Costs as provided in Paragraph
5.02A. above, no later than May 1 of each year during the Lease Term, Landlord
shall provide Tenant with an itemized statement which provides a detailed
accounting of all Operating Costs for the prior year.

         C. Failure by Landlord to provide Tenant with a statement by April 1st
of each year shall not constitute a waiver by Landlord of its right to collect
Tenant's share of Operating Costs or estimates for a particular calendar year,
Landlord's right to charge Tenant for such expenses in subsequent years is not
waived.

         5.03 Taxes

         A. "Real Project Taxes" are: (i) any fee, license fee, license tax,
business license fee, commercial rental tax, levy, charge, assessment, penalty
or tax imposed by any taxing authority against the Project; (ii) any tax or fee
on Landlord's right to receive, or the receipt of, rent or income from the
Project or against Landlord's business of leasing the Project, (iii) any tax or
charge for fire protection, streets, sidewalks, road maintenance, refuse or
other services provided to the Project by any governmental agency; (iv) any tax
imposed upon this transaction, or based upon a re-assessment of the Project due
to a change in ownership or transfer of all of part or Landlord's interest in
the Project; (v) any charge or fee replacing, substituting for, or in addition
to any tax previously included within the definition of real property tax; and
(vi) the Landlord's cost of any tax protest relating to any of the above. Real
Project Taxes do not, however, include Landlord's federal or state income,
franchise, inheritance or estate taxes.

         B. Tenant shall pay to Landlord Tenant's Proportionate Share of the
Real Project Taxes as indicated in 1.09. Such payment shall be paid by Tenant
annually upon being invoiced for such taxes in addition to the monthly payment
of Base Monthly Rent. Tenant shall, if Landlord so elects and Tenant agrees, pay
to Landlord on a monthly basis, in advance, the amount which Landlord reasonably
estimates to be Tenant's Proportionate Share of the Real Project Taxes. In the
event of such election by Landlord, Landlord shall periodically determine
Tenant's share of the actual Real Project Taxes, and in the event that the
amount which Tenant has paid to Landlord on account of the Real Project Taxes is
less than his share of such actual Real Project Taxes, Tenant shall pay such
difference to Landlord on the next rent payment date. In the event that Tenant
has paid to Landlord more than his share of such actual Real Project Taxes, the
amount of such difference shall be





                                      -7-
<PAGE>

credited against Tenant's payment of Real Project Taxes next due. If the Lease
term is expired then Landlord shall promptly refund any overpayment to Tenant.
If Tenant does not agree to the advance monthly payments specified above, Tenant
shall pay to Landlord on a quarterly basis, not later than thirty (30) days in
advance of each required quarterly installment, Tenant's Proportionate Share of
the Real Project Taxes. Landlord agrees that Tenant shall have the right, at
Tenant's sole cost and expense and upon written notice to Landlord, to contest
the legality or validity of any of the taxes which are to be paid by Tenant
pursuant to the foregoing provisions. In the event of any such contest, failure
on the part of Tenant to pay any such tax, prior to the delinquency date thereof
shall not constitute a default hereunder if Tenant posts a bond, in a reasonable
amount required by Landlord, but not to exceed one hundred fifty percent (150%)
of the disputed assessment. Tenant, upon the final determination of such
contest, shall immediately pay and discharge any judgment rendered against it,
together with all costs and charges incidental thereto. Landlord further agrees
at the request of Tenant, to execute, or join in the execution of any instrument
or documents necessary in connection with any such contest, but at no expense to
Landlord. Upon request of Tenant, Landlord shall provide Tenant with copies of
all invoices or statements which comprise the Real Project Taxes.

         C. Personal Property Taxes: Tenant will pay all taxes charged against
trade fixtures, furnishing, equipment or any other personal property belonging
to Tenant. Tenant will have personal property taxes billed separately from the
Project. If any of Tenant's personal property is taxed with the Project, Tenant
will pay Landlord the taxes for the personal property upon demand by Landlord.

         5.04 Based on Tenant's Proportionate Share defined in 1.09, Tenant
agrees to pay as Additional Rent to Landlord its share of any utility
surcharges, occupancy taxes, or any other costs resulting from the statutes or
regulations, or interpretations thereof, enacted by any governmental authority
in connection with the use or occupancy of the Project or the parking facilities
serving the Project, or any part thereof. Landlord represents and warrants that,
as of the Lease Commencement Date, Landlord has no "knowledge" (as hereinafter
defined) that any of the items specified in this Section 5.4 would be imposed on
Tenant under this Lease. For purposes of this Section 5.04, the term "knowledge"
shall have the meaning set forth in Section 7.07 below.

         5.05 Landlord by completing this paragraph may elect to have Tenant pay
a monthly estimate of the Additional Rent due from Tenant of 5.5(cent) per
square foot, i.e, $8.772.50. Landlord shall make adjustments to this estimate
based upon actual costs, projected future costs, and Tenant's payment option as
set forth in Paragraph 5.02A above. Landlord shall periodically determine the
balance between actual Additional Rent and Additional Rent paid by Tenant and
make adjustments in accordance with 5.02 and 5.03 above.

6.  [INTENTIONALLY DELETED]

7. USE OF PREMISES:  QUIET CONDUCT

         7.01 The Premises may be used and occupied only for Tenant's Permitted
Use as shown in 1.05 and for no other purpose, without obtaining Landlord's
prior written consent, which consent






                                      -8-
<PAGE>

shall not be unreasonably withheld or delayed. Tenant will comply with all laws,
ordinances, orders and regulations affecting the Premises. Landlord represents
that (i) the Premises are currently zoned ___________________, and (ii) to the
best of Landlord's knowledge, there are currently no covenants, restrictions, or
agreements affecting the Project which would prevent Tenant from utilizing the
Premises for Tenant's permitted use specified in Section 1.05 above. Tenant will
not perform any act or carry on any practices that may injure the Project or the
Premises or be a nuisance or menace, or disturb the quiet enjoyment of other
lessees in the Project including but not limited to equipment which causes
vibration, use or storage of chemicals, or heat or noise which is not properly
insulated. Tenant will not cause, maintain or permit any outside storage on or
about the Premises. In addition, Tenant will not allow any condition or thing to
remain on or about the Premises which diminishes the appearance or aesthetic
qualities of the Premises and/or the Project or the surrounding property. The
keeping of a dog or other animal on or about the Premises is expressly
prohibited. So long as Tenant is not in default under the term of this Lease,
Tenant shall have quiet enjoyment of the Premises during the entire Lease Term.

         7.02 As used in this section, the term "Hazardous Waste" means:

         A. Those substances defined as "hazardous substances", "hazardous
materials", "toxic substances", "regulated substances", or "solid waste" in the
Toxic Substance Control Act, 15 U.S.C.ss. 2601 et. seq., as now existing or
hereafter amended ("TSCA"), the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C.ss.9601 et. seq., as now
existing or hereafter amended ("CERCLA"), the Resource, Conservation and
Recovery Act of 1976, 42 U.S.C. Section 6901 et. seq., as now existing or
hereafter amended ("RCRA"), the Federal Hazardous Substances Act, 15
U.S.C.ss.1261 et. seq., as now existing or hereafter amended ("FHSA"), the
Occupational Safety and Health Act of 1970, 29 U.S.C.ss. 651 et. seq., as now
existing or hereafter amended ("OSHA"), the Hazardous Materials Transportation
Act, 49 U.S.C.ss. 1801 et. seq., as now existing or hereafter amended ("HMTA"),
and the rules and regulations now in effect or promulgated hereafter pursuant to
each law referenced above;

         B. Those substances defined as "hazardous waste", "hazardous material",
or "regulated substances" in Nev. Rev. Stat. ch 459, 1989 Nev. Stat. ch. 598 and
1989 Nev. Stat. ch 363, or in the regulations now existing or hereafter
promulgated pursuant thereto or in the Uniform Fire Code, 1988 edition;

         C. Those substances listed in the United States Department of
Transportation table (49 CFR ss. 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto); and

         D. Such other substances, mixtures, materials and waste which are
regulated under applicable local, state or federal law, or which are classified
as hazardous or toxic under federal, state or local laws or regulations (all
laws, rules and regulations referenced in paragraphs (a), (b), (c) and (d) are
collectively referred to as "Environmental Laws").





                                      -9-
<PAGE>

         7.03 Tenant's Covenants. Tenant does not intend to and Tenant will not,
nor will Tenant allow any other person (including partnerships, corporations and
joint ventures), during the term of this Lease to manufacture, process, store,
distribute, use, discharge or dispose of any Hazardous Waste in, under or on the
Project, the Common Areas, or any property adjacent thereto. Notwithstanding the
foregoing, Tenant shall be entitled to process, store, distribute, and dispose
of Hazardous Waste that arises in the normal course of Tenant's business
relating to its permitted uses under the Lease, provided that all such
activities are done in full compliance with all Environmental Laws and all other
governmental and administrative laws, rules, regulations, and requirements.

         A. Tenant shall notify Landlord promptly in the event of any spill or
release of Hazardous Waste into, on, or onto the Project regardless of the
source of spill or release, whenever Tenant knows or suspects that such a
release occurred.

         B. Tenant will not be involved in operations at or near the Project
which could lead to the imposition on the Tenant or the Landlord of liability or
the creation of a lien on the Project, under the Environmental Laws.

         C. Tenant shall, upon twenty-four (24) hour prior notice by Landlord,
permit Landlord or Landlord's agent access to the Project to conduct an
environmental site assessment with respect to the Project.

         7.04. Indemnity. Tenant for itself and its successors and assigns
undertakes to protect, indemnify, save and defend Landlord, its agents,
employees, directors, officers, shareholders, affiliates, consultants,
independent contractors, successors and assigns (collectively the "Indemnitees")
harmless from any and all liability, loss, damage and expense, including
reasonable attorneys' fees, claims, suits and judgments that Landlord or any
other Indemnitee, whether as Landlord or otherwise, may suffer as a result of,
or with respect to:

         A. The violation by Tenant or Tenant's agents, employees, invitees,
licensees or contractors of any Environmental Law after the earlier of (i) the
date of the granting of possession or occupancy of the Premises to Tenant, or
(ii) the Lease Commencement Date, including the assertion of any lien thereunder
and any suit brought or judgment rendered regardless of whether the action was
commenced by a citizen (as authorized under the Environmental Laws) or by a
government agency;

         B. To the extent caused, directly or indirectly by Tenant or Tenant's
agents, employees, invitees, licensees or contractors, any spill or release of
or the presence of any Hazardous Waste affecting the Project whether or not the
same originates or emanates from the Project or any contiguous real estate,
including any loss of value of the Project as a result of a spill or release of
or the presence of any Hazardous Waste;

         C. To the extent caused, directly or indirectly by Tenant or Tenant's
agents, employees, invitees, licensees or contractors, any other matter
affecting the Project within the jurisdiction of the United States Environmental
Protection Agency, the Nevada State Environmental Commission, the Nevada
Department of





                                      -10-
<PAGE>

Conservation and Natural Resources, or the Nevada Department of Commerce,
including costs of investigations, remedial action, or other response costs
whether such costs are incurred by the United States Government, the State of
Nevada, or any Indemnitee;

         D. To the extent caused, directly or indirectly by Tenant or Tenant's
agents, employees, invitees, licensees or contractors, liability for clean-up
costs, fines, damages or penalties incurred pursuant to the provisions of any
applicable Environmental Law; and

         E. To the extent caused, directly or indirectly by Tenant or Tenant's
agents, employees, invitees, licensees or contractors, liability for personal
injury or property damage arising under any statutory or common-law tort theory,
including, without limitation, damages assessed for the maintenance of a public
or private nuisance, or for the carrying of an abnormally dangerous activity,
and response costs.

         7.05 Remedial Acts. In the event of any spill or release of or the
presence of any Hazardous Waste affecting the Project, caused by Tenant, its
employees, agents, invitees, licensees, or contractors, whether or not the same
originates or emanates from the Project or any contiguous real estate, and/or if
Tenant shall fail to comply with any of the requirements of any Environmental
Law, Landlord may, without notice to Tenant, at its election, but without
obligation so to do, gives such notices and/or cause such work to be performed
at the Project and/or take any and all other actions as Landlord shall deem
necessary or advisable in order to remedy said spill or release of Hazardous
Waste or cure said failure of compliance and any amounts paid as a result
thereof, together with interest at the rate equal to the product of the variable
Prime Rate "Prime", plus four percent (4%)) per annum as charged by Bank of
America, Nevada; times the amount of such installment amount due, or twelve
percent (12%) () per annum of such installment or the sum of twenty-five dollars
($25.00), whichever is greater, for each month or fractional month transpiring
from the date due until paid.

         7.06 Settlement. Landlord upon giving Tenant ten (10) days prior
notice, shall have the right in good faith to pay, settle or compromise, or
litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment
or adjudication under the belief that it is liable therefor, whether liable or
not, without the consent or approval of Tenant unless Tenant within said ten
(10) day period shall protest in writing and simultaneously with such protest
deposit with Landlord collateral satisfactory to Landlord sufficient to pay and
satisfy any penalty and/or interest which may accrue as a result of such protest
and any judgment or judgments as may result, together with attorney's fees and
expenses, including, but not limited to, environmental consultants.

         7.07 Landlord Compliance With Environmental Laws. Landlord hereby
represents and warrants to Tenant that as of the date of execution of this Lease
and the Lease Commencement Date, (i) to Landlord's "knowledge" (as such term is
hereinafter defined), the Project is in compliance with all Environmental Laws
and Landlord has received no notice of any existing federal, state, county or
municipal environmental, pollution, health, safety, fire, or building code
violations from governmental authorities having jurisdiction with respect
thereto, (ii) to Landlord's knowledge, there is no reportable amount of
Hazardous Waste on, in, or under the Project, (iii) Landlord has not been named
as a party in any proceeding or lawsuit for violation of Environmental Laws with
respect to the Project, and (iv) to Landlord's knowledge, the Project is not
currently subject to investigation for






                                      -11-
<PAGE>

alleged violations of Environmental Laws. The term "knowledge" as used in this
Section 7.07 shall mean the actual knowledge of employees of Dermody Properties,
a Nevada corporation, without inquiry or investigation and without the inclusion
of imputed, implied, or constructive knowledge, except with respect to reports
or investigations commissioned on behalf of such company or Landlord. Landlord
agrees to defend, indemnify, and hold harmless Tenant, its officers, directors,
employees and agents and any assigns, subtenants, or successors to Tenant's
interest in the Premises from and against any and all losses, claims, damages,
penalties, and liability including reasonable out-of-pocket litigation costs and
reasonable attorneys' fees and expenses, which Tenant may suffer as a result of,
or with respect to, a breach by Landlord of Landlord's representations and
warranties specified in this Section 7.07 above.

         7.08 Survival. The representations, warranties, covenants, and
obligations of the parties contained in this Article 7. shall survive the
expiration or earlier termination of this Lease.

8. PARKING

         8.01 Tenant and Tenant's customers, suppliers, employees, and invitees
have the non-exclusive right to park in common with other lessees in the parking
facilities as designated by Landlord. Tenant agrees not to overburden the
parking facilities and agrees to cooperate with Landlord and other lessees in
the use of the parking facilities. Landlord reserves the right to, on an
equitable basis, assign specific spaces with or without charge to Tenant as
Additional Rent, make changes in the parking layout from time to time, and to
establish reasonable time limits on parking. So long as Tenant is the sole
tenant within the Project, and subject to the following provisions, Tenant shall
have the exclusive use of the vehicle parking spaces within the exterior
boundaries of the Project delineated on Exhibit A, and Landlord covenants and
agrees not to make material changes or alterations to such parking areas
specified herein except as required by law, rule, regulation or governmental or
administrative authority, or in connection with the further development of the
Project. Tenant agrees that Landlord is under no obligation to enforce Tenant's
exclusive rights set forth above.

9.  UTILITIES

         9.01 Tenant will be responsible for and shall pay for all water, gas,
heat, light, power, sewer, electricity, or other services metered, chargeable to
or provided to the Premises from and after the earlier of the Lease Commencement
Date or Tenant's right of occupancy of the Premises separate from and in
addition to the costs outlined in Section 5.02 dealing with the utility costs
for Common Area Maintenance. Landlord reserves the right to install separate
meters for any such utility.

         9.02 Landlord will not be liable or deemed in default to Tenant nor
will there be any abatement of rent for any interruption or reduction of
utilities or services not caused by any act of Landlord or any act reasonably
beyond Landlord's control. Tenant agrees to comply with energy conservation
programs implemented by Landlord by reason of enacted laws or ordinances.





                                      -12-
<PAGE>

         9.03 Tenant will contract and pay for all telephone and such other
services for the Premises subject to the provisions of 10.03.

10. ALTERATIONS, MECHANIC'S LIENS

         10.01 Tenant will not make any alterations to the Premises without
Landlord's prior written consent which consent shall not be unreasonably
withheld in accordance with the provisions of this Section 10. Landlord's
consent shall be contingent upon Tenant providing Landlord with the following
items or information, all subject to Landlord's approval: (i) Tenant's
contractor, (ii) certificates of insurance by Tenant's contractor for commercial
general liability insurance with limits not less than $2,000,000 General
Aggregate, $1,000,000 Products/Complete Operations Aggregate, $1,000,000
Personal & Advertising Injury, $1,000,000 Each Occurrence, $50,000 Fire Damage,
$5,000 Medical Expense, $1,000,000 Auto Liability (Combined Single Limit,
including Hired/Non-Owned Auto Liability), Workers Compensation, including
Employer's Liability, as required by state statute endorsed to show Landlord as
an additional insured and for worker's compensation as required and (iii)
detailed plans and specifications for such work. Tenant agrees that it will have
its contractor execute a waiver of mechanic's lien and that Tenant will remove
any mechanic's lien placed against the Project or provide a bond or other
collateral in an amount and on such terms as are acceptable to Landlord in
Landlord's reasonable discretion (it being agreed that Landlord may require
removal of and Tenant shall immediately remove any such liens if so required by
Landlord's lenders, partners, affiliates, or otherwise to finance, refinance,
sell or transfer the Project) within twenty (20)) days of receipt of notice of
lien. In addition, before alterations may begin, valid building permits or other
permits or licenses required must be furnished to Landlord, and, once the
alterations begin, Tenant will diligently and continuously pursue their
completion. At Landlord's option, any alterations may become part of the realty
and belong to Landlord. If requested by Landlord, Tenant will pay, prior to the
commencement of the construction, an amount determined by Landlord necessary to
cover the costs of demolishing such alterations and/or the cost of returning the
Premises to its condition prior to such alterations. As a further condition to
giving such consent, Landlord may require Tenant to provide Landlord, at
Tenant's sole cost and expense, a payment and performance bond in form
acceptable to Landlord, in a principal amount not less than one and one-half
times the estimated costs of such alterations, to ensure Landlord against any
liability for mechanic's and materialmen's liens and to ensure completion of
work. Tenant, at Landlord's option, shall at Tenant's expense remove all
alterations and repair all damage to the Premises. Notwithstanding the
foregoing, Tenant may, without Landlord's prior consent, make nonstructural
changes, alterations, and additions to the interior of the Premises (i) which
increase the value of the Premises, or (ii) in an amount not to exceed Five
Thousand Dollars ($5,000) in any one instance. Such additions may include,
without limitation, installation of computer cabling, painting, and
telecommunications system. Tenant agrees not to install any equipment on or
otherwise modify, repair or alter the roof of the Premises without the
Landlord's prior written consent, which consent shall not be unreasonably
withheld or delayed.

         10.02 Notwithstanding anything in 10.01, Tenant may, without the
written consent of Landlord, install trade fixtures, equipment, and machinery in
conformance with the ordinances of






                                      -13-
<PAGE>

the applicable city and county, and they may be removed upon termination of its
Lease provided the Premises are not damaged by their removal.

         10.03 Any private telephone systems and/or other related
telecommunications equipment and lines must be installed within Tenant's
Premises and, upon termination of this Lease removed and the Premises restored
to the same condition as before such installation, normal wear and tear
excepted.

         10.04 Tenant will pay all costs for alterations and will keep the
Premises, the Project and the underlying property free from any liens arising
out of work performed for, materials furnished to or obligation incurred by
Tenant, or provide a bond or other collateral in an amount and on such terms as
are acceptable to Landlord in Landlord's reasonable discretion (it being agreed
that Landlord may require removal of and Tenant shall immediately remove any
such liens if so required by Landlord's lenders, partners, affiliates, or
otherwise to finance, refinance, sell, or transfer the Project).

         10.05 Landlord will have the right to construct or permit construction
of tenant improvements in or about the Project for existing and new Tenants and
to alter any public areas in and around the Project. Notwithstanding anything
which may be contained in this Lease, Tenant understands this right of Landlord
and agrees that such construction will not be deemed to constitute a breach of
this Lease by Landlord and Tenant waives any such claim which it might have
arising from such construction. To the extent reasonably possible, Landlord
agrees to conduct or permit such construction so that such construction shall
not materially and unreasonably interfere with Tenant's ability to conduct its
business on the Premises.

11.  FIRE INSURANCE: HAZARDS AND LIABILITY INSURANCE

         11.01 Except as expressly provided as Tenant's Permitted Use, or as
otherwise consented to by Landlord in writing, Tenant shall not do or permit
anything to be done within or about the Premises which Tenant knows or
reasonably believes will increase the existing rate of insurance on the Project
and shall, at its sole cost and expense, comply with any requirements,
pertaining to the Premises, of any insurance organization insuring the Project
and Project-related apparatus. Upon notice of such increase, Tenant agrees to
pay to Landlord, as Additional Rent, any increases in premiums on policies
resulting from Tenant's Permitted Use or other use consented to by Landlord
which increases Landlord's premiums or requires extended coverage by Landlord to
insure the Premises. Landlord agrees, to the extent reasonably possible, to
provide Tenant with a reasonable opportunity to cure such condition.

         11.02 Tenant, at all times during the term of this Lease and at
Tenant's sole expense, will maintain a policy of standard fire and extended
coverage insurance with "all risk" coverage on all Tenant's improvements and
alterations in or about the Premises and on all personal property and equipment
to the extent of at least ninety percent (90%) of their full replacement value.
The proceeds from this policy will be used by Tenant for the replacement of
personal property and equipment and the restoration of Tenant's improvements
and/or alterations. This policy will contain an express waiver, in favor of
Landlord, of any right of subrogation by the insurer.





                                      -14-
<PAGE>

         11.03 Tenant, at all times during the term on this Lease and at
Tenant's sole expense, will maintain a policy of commercial general liability
coverage with limits of not less than $2,000,000 combined single limit for
bodily injury and property damage insuring against all liability of Tenant and
its authorized representatives arising out of or in connection with Tenant's use
or occupancy of the Premises.

         11.04 All insurance will name Landlord and/or Landlord's designated
partners and affiliates as an additional named insured and will include an
express waiver of subrogation by the insurer in favor of Landlord and Tenant and
will release Landlord from any claims for damage to any person, to the Premises,
and to the Project, and to Tenant's personal property, equipment, improvements
and alterations in or on the Premises of the Project, caused by or resulting
from risks which are to be insured against by Tenant under this Lease. All
insurance required to be provided by Tenant under this Lease will (a) be issued
by an insurance company authorized to do business in the state in which the
Premises are located and which has and maintains a rating of A/X in the Best's
Insurance Reports or the equivalent, (b) be primary and noncontributing with any
insurance carried by Landlord, and (c) contain an endorsement requiring at least
thirty (30) days prior written notice of cancellation to Landlord before
cancellation or change in coverage, scope or limit of any policy. Tenant will
deliver a certificate of insurance or a copy of the policy to Landlord within
thirty (30) days of execution of this Lease and will provide evidence of renewed
insurance coverage at each anniversary, and prior to the expiration of any
current policies; however, in no event will Tenant be allowed to occupy the
Premises before providing adequate and acceptable proof of insurance as stated
above. Tenant's failure to provide evidence of this coverage to Landlord may, in
Landlord's sole discretion, constitute a default under this Lease.

         11.05 Landlord shall, subject to reimbursement as provided herein,
maintain on the building included in the Project fire with extended coverage
insurance or any other insurance coverage as deemed reasonably necessary by
Landlord throughout the Lease Term. Such insurance policy shall be issued by an
insurance company authorized to do business in the State of Nevada and which has
and maintains a rating of A/IX in the Best's Insurance Reports or equivalent,
and in an amount not less than ninety-five percent (95%) of the full replacement
value of the building included in the Project.

         11.06 Tenant and Landlord each waive any and all rights against the
other, or against the officers, employees, agents and representatives or the
other, for the loss of or damage to such waiving party or its property or
property of others under its control, where such loss or damage is insured
against or would have been insured against under an insurance policy required to
be in force under this Lease at the time of such loss or damage. Tenant and
Landlord shall upon obtaining the policies of insurance required hereunder, give
notice to the insurance carriers that the foregoing mutual waiver of subrogation
is contained in this Lease.

12. INDEMNIFICATION AND WAIVER OF CLAIMS

         12.01 Except to the extent caused by the gross negligence or
intentional misconduct of Landlord, Tenant waives all claims against Landlord
for damage to any property in or about the




                                      -15-
<PAGE>

Premises and for injury to any persons, including death resulting therefrom,
regardless of cause or time of occurrence. Tenant will defend, indemnify and
hold Landlord harmless from and against any and all claims, actions,
proceedings, expenses, damages and liabilities, including attorney's fees,
arising out of, connected with, or resulting from any use of the Premises by
Tenant, its employees, agents, visitors or licensees, including, without
limitation, any failure of Tenant to comply fully with all of the terms and
conditions of this Lease except for any damage or injury which is the direct
result of intentional misconduct by Landlord, its employees, agents, visitors or
licensees. Landlord will defend, indemnify, and hold Tenant, its employees,
agents, visitors, or licensees harmless from and against any and all claims,
actions, proceedings, expenses, damages, and liabilities, including reasonable
attorney's fees, caused by the gross negligence or intentional misconduct of
Landlord.

13.  REPAIRS

         13.01 Tenant shall, at its sole expense, keep and maintain the Premises
and every part thereof (excepting common use equipment, which Landlord agrees to
repair or replace pursuant to Section 5.02 unless damages are due to the neglect
or intentional acts of Tenant or its agents, employees, visitors, or licensees),
including interior windows, skylights, doors, plate glass, any store fronts and
the interior of the Premises, in good and sanitary order, condition and repair,
normal wear and tear excepted. Tenant will, also, at its sole cost keep and
maintain all utilities, fixtures, plumbing and mechanical equipment used by
Tenant in good order and repair normal wear and tear excepted and furnish all
expendables (light bulbs, paper goods, soaps, etc.) used in the Premises. The
standard for comparison and need of repair will be the condition of the Premises
at the time of commencement of this Lease considering normal wear and tear and
all repairs will be made by a licensed and bonded contractor approved by
Landlord which shall not be unreasonably withheld or delayed.

         13.02 Tenant will not make repairs to the Premises at the cost of
Landlord whether by deductions of rent or otherwise, or vacate the Premises or
terminate the Lease if repairs are not made. If during the Term, any alteration,
addition or change to the Premises is required by legal authorities, Tenant, at
its sole expense, shall promptly make the same. Landlord reserves the right to
make any such repairs not made or maintained in good condition by Tenant normal
wear and tear excepted and Tenant shall reimburse Landlord for all such costs
upon demand.

         13.03 If repairs deemed necessary by Landlord or any government
authority are not made by Tenant within the prescribed time frame as requested
in writing, Tenant shall be in default of this Lease.

         13.04 Tenant shall, at its own expense, within thirty days of lease
commencement, contract with a vendor acceptable to Landlord for the maintenance
service of the HVAC which will be furnished to the Landlord upon request. If
Tenant fails to obtain and maintain such a maintenance service contract Landlord
shall have the right to obtain such a maintenance service contract at the
expense of Tenant.



                                      -16-
<PAGE>


         13.05 Landlord Repairs and Maintenance. During the Lease Term, Landlord
shall maintain, repair, and replace as necessary (i) the exterior walls and the
interior and exterior structures (consisting of foundations and bearing walls)
of the Project, (ii) the Common Area of the Project, and (iii) the roof
structure of the Project, except that Landlord shall not be responsible for any
repairs, maintenance, or replacements provided herein (I) caused by Tenant's
misuse of the Premises or Tenant's or Tenant's agents', employees', invitees',
licensees', or contractors' negligence, or intentional misconduct, or by reason
of failure of Tenant to perform or observe any terms, conditions, or agreements
contained in this Lease, and (II) not covered by Landlord's insurance required
to be maintained pursuant to Section 11.05 above. Landlord shall not be
responsible to make any repairs or replacements required under this Lease except
upon written notice of the need therefor from Tenant, and the opportunity to
cure as specified in Section 30.01 below. Costs of all repairs and replacements
made by Landlord hereby shall be considered part of the Operating Costs of the
Project or will be considered in calculating reserves, as applicable, as
specified in paragraph 5.02A above.

14.  AUCTIONS, SIGNS, AND LANDSCAPING

         14.01 Tenant will not conduct or permit to be conducted any sale by
auction on the Premises. Landlord will have the right to control landscaping and
approve the placement, size, and quality of signs pursuant to Exhibit "F", "Sign
Criteria". Tenant will not make alterations or additions to the landscaping and
will not place any signs nor allow the placement of any signs, which are visible
from the outside, on or about any building of the Project, nor in any landscape
area, without the prior written consent of Landlord. Landlord will have the
right in its sole discretion to withhold its consent. Any signs not in
conformity with this Lease or in accordance with the provisions of Exhibit "F"
may be removed by Landlord at Tenant's expense.

15.  ENTRY BY LANDLORD

         15.01 Tenant will permit Landlord and Landlord's agents to enter the
Premises at all reasonable times for the purpose of inspecting the same, or for
the purpose of maintaining the Project, or for the purpose of making repairs,
alterations or additions to any portion of the Project, including the erection
and maintenance of such scaffolding, canopies, fences and props as may be
required, or for the purpose of posting notices of nonresponsibility for
alterations, additions or repairs , or for the purpose of showing the Premises
to prospective tenants during the last six months of the Lease Term, or placing
upon the Project any usual or ordinary "for sale" signs, without any rebate of
rents and without any liability to Tenant for any loss of occupation or quiet
enjoyment of the Premises thereby occasioned. Tenant will permit Landlord at any
time within sixty (60) days prior to the expiration of this Lease, to place upon
the Premises any usual or ordinary "to let" or "to lease" signs. Tenant will not
install a new or additional lock or any bolt on any door of the Premises without
the prior written consent of Landlord, which will not be unreasonably withheld.
If Landlord gives its consent, such work shall be undertaken by a locksmith
approved by Landlord, at Tenant's sole cost. Landlord retains the right to
charge Tenant for restoring any altered doors to their condition prior to the
installation of the new or additional locks.



                                      -17-
<PAGE>


16.  ABANDONMENT

         16.01 Except upon not less than thirty (30) days prior written notice
to Landlord, Tenant will not vacate or abandon the Premises, which shall be
deemed to occur any time during the Lease Term if Tenant does not conduct
business for a period of fifteen (15) consecutive days and/or leaves the
Premises unoccupied for any period of time. If Tenant abandons, vacates or
surrenders the Premises, or is dispossessed by process of law, or otherwise, any
personal property belonging to Tenant left in or about the Premises will, at the
option of Landlord be deemed abandoned and may be disposed of by Landlord in the
manner provided for by the laws of the state in which the Premises are located.

17.  DESTRUCTION

         17.01 In the case of total destruction of the Premises, or any portion
of the Premises substantially interfering with Tenant's use thereof, whether by
fire or other casualty, this Lease shall terminate except as provided in this
Article 17. If such destruction occurs prior to the second (2nd) anniversary of
the Lease Commencement Date, then Landlord shall repair such damage within two
hundred twenty-five (225) days of the date of such damage or destruction, and
this Lease shall not terminate, but shall continue in full force and effect. In
the event such destruction occurs on or after the second (2nd) anniversary of
the Lease Commencement Date, if (I) Landlord notifies Tenant in writing within
forty-five (45) days of such destruction of Landlord's election to repair said
damage, (II) Landlord reasonably estimates that such repairs can be completed
within one hundred eighty (180) days of the date of Landlord's notice, and (III)
Landlord proceeds to and does repair such damage within such one hundred eighty
(180) day period, this Lease shall not terminate, but shall continue in full
force and effect. Except as provided in Section 17.02 below, Tenant shall be
entitled to a reduction in the Base Monthly Rent in an amount equal to that
proportion of the Base Monthly Rent which the number of square feet of floor
space in the unusable portion bears to the total number of square feet of floor
space in the Premises. Said reduction shall be prorated so that the rent shall
only be reduced for those days any given area is actually unusable. In the event
the damage or destruction occurs prior to the second (2nd) anniversary of the
Lease Commencement Date or in the event Landlord elects pursuant to the
foregoing provisions to continue the Lease and restore the Premises as specified
above, and Landlord has not substantially completed such restoration within the
applicable time period specified above, then after the expiration of the
applicable time period, Tenant may provide to Landlord a notice of its intention
to terminate this Lease (a "Termination Notice"). In the event Landlord
substantially completes the restoration within thirty (30) days of receipt of a
Termination Notice, then this Lease shall not terminate. In the event Landlord
does not substantially complete the restoration within such thirty (30) day
period, then this Lease shall terminate as of the expiration of such thirty (30)
day period. All restoration obligations and time periods specified in this
Article 17 shall be subject to and extended by the provisions of Section 38.11
below. If this Lease is terminated pursuant to this Section 17 and if Tenant is
not in default hereunder, rent shall be prorated as of the date of termination,
any security deposited with Landlord shall be returned to Tenant, less any
reasonable offsets and all rights and obligations hereunder shall cease and
terminate.






                                      -18-
<PAGE>

         17.02. Notwithstanding the foregoing provisions, in the event the
Premises, or any portion thereof, shall be damaged by fire or other casualty or
risk not covered by Landlord's insurance carried pursuant to Section 11.05 above
and is due to the fault, negligence, gross negligence, or intentional act,
misconduct or omission of Tenant, its agents, employees, servants, contractors,
subtenants, licensees, customers or business invitees, then, without prejudice
to any other rights and remedies of Landlord, this Lease shall not terminate,
the damage shall be repaired at Tenant's cost, and there shall be no
apportionment or abatement of any rent. In addition, notwithstanding the
provisions of Section 17.01 above, in the event the Premises or any portion
thereof shall be damaged by fire or other casualty due to the negligence, gross
negligence, intentional acts or misconduct, omission or fault of Tenant, its
agents, employees, servants, contractors, subtenants, licensees, customers, or
invitees, then there shall be no apportionment or abatement of any rent during
the time period commencing on destruction of the Premises as set forth in
Section 17.01 above.

         17.03. In the event of any damage not limited to, or not including, the
Premises, such that the building of which the Premises is a part is damaged to
the extent of fifty (50%) percent or more of the cost of replacement, or the
buildings (taken in the aggregate) of the Project owned by Landlord shall be
damaged to the extent of more than fifty percent (50%) ) of the aggregate cost
of replacement, Landlord may elect to terminate this Lease upon giving notice of
such election in writing to Tenant within ninety (90) days after the occurrence
of the event causing the damage.

         17.04. The provisions of this Section 17 with respect to Landlord shall
be limited to such repair as is necessary to place the Premises in the same
condition as the Premises were is upon commencement of this Lease, reasonable
wear and tear and any modifications or preparations made by Tenant excepted, and
when placed in such condition the Leased Property shall be deemed restored and
rendered tenantable promptly following which time Tenant, at Tenant's expense
shall perform Tenant's work required by Exhibit B (if applicable) and Tenant
shall also repair or replace its stock in trade, fixtures, furniture,
furnishings, floor coverings and equipment, and if Tenant has closed, Tenant
shall promptly reopen for business.

         17.05. All insurance proceeds payable under any fire, and/or rental
insurance shall be payable solely to Landlord and Tenant shall have no interest
therein. Tenant shall in no case be entitled to compensation for damages on
account of any annoyance or inconvenience in making repairs under any provision
of this Lease unless such damage was solely caused by Landlord's intentional
misconduct or gross negligence.. Except to the extent provided for in this
Section 17, neither the rent payable by Tenant nor any of Tenant's other
obligations under any provision of this Lease shall be affected by any damage to
or destruction of the Premises or any portion thereof by any cause whatsoever.

18.  ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP

         18.01 Except for a "Permitted Assignment," as defined in Section 18.02
below, Tenant will not, without Landlord's prior written consent, assign,
sublease, sell, mortgage, encumber, convey or otherwise transfer all or any part
of Tenant's leasehold estate, or permit the Premises to be occupied by anyone
other than Tenant and Tenant's employees or sublet the premises or any portion
thereof





                                      -19-
<PAGE>


(collectively called "Transfer"). Tenant must supply Landlord with any and all
documents deemed necessary by Landlord to evaluate any proposed Transfer and
with respect to a Permitted Assignment at least thirty (30) days in advance of
Tenant's proposed Transfer date or the date of a Permitted Assignment.

         18.02 Except for a "Permitted Assignment," as defined hereinbelow,
Landlord need not consent to any Transfer for reasons including, but not limited
to, whether or not: (a) in the reasonable judgment of Landlord the transferee is
of a character or is engaged in a business which is not in keeping with the
standard of Landlord for the Project; (b) in the reasonable judgment of Landlord
any purpose for which the transferee intends to use the Premises is not in
keeping with the standards of Landlord for the Project; provided in no event may
any purpose for which transferee intends to use the Premises be in violation of
this Lease; (c) the portion of the Premises subject to the transfer is not
regular in shape with appropriate means of entering and exiting, including
adherence to any local, county or other governmental codes, or is not otherwise
suitable for the normal purposes associated with such a Transfer; or (d) Tenant
is in default under this Lease or any other Lease with Landlord. Notwithstanding
the foregoing provisions of this Section 18.02, and provided that Tenant
complies with all other provisions of this Article 18, Landlord hereby consents
to the assignment of the Lease to (i) any wholly-owned subsidiary entity of
Brightpoint, Inc., (ii) an entity formed as a result of the merger or
consolidation of Tenant with one or more entities, and (iii) the sale by Tenant
of all or substantially all of its assets, including the Lease, to a single
entity ("Asset Sale"), and such entity specifically assumes the obligations of
Tenant under this Lease and otherwise agrees to comply with the terms and
conditions of the Lease (a "Permitted Assignment"). No Permitted Assignment
shall release or otherwise affect Tenant's or any guarantor's's obligations
under this Lease, or constitute an express or implied consent to any other
Transfer of all or any part of Tenant's leasehold estate, or the occupation by
anyone other than Tenant or Tenant's employees.

         18.03 In the event Landlord consents to a sublease of the Premises,
Tenant will pay Landlord fifty percent (50%) of the excess, if any, of the rent
and other charges reserved in the sublease over the allocable portion of the
rent and other charges hereunder for that portion of the Premises subject to the
sublease . For the purpose of this section, the rent reserved in the Transfer
will be deemed to include any lump sum payment or other consideration given to
Tenant in consideration for the sublease . Tenant will pay or cause the
transferee to pay to Landlord this additional rent together with the monthly
installments of rent due.

         18.04 Any consent to any Transfer which may be given by Landlord, or
any Permitted Assignment or the acceptance of any rent, charges or other
consideration by Landlord from Tenant or any third party, will not constitute a
waiver by Landlord of the provisions of this Lease or a release of Tenant from
the full performance by it of the covenants stated herein; and any consent given
by Landlord to any Transfer, or any Permitted Assignment will not relieve Tenant
(or any transferee of Tenant) from the above requirements for obtaining the
written consent of Landlord to any subsequent Transfer.

         18.05 If a default under this Lease should occur while the Premises or
any part of the Premises are assigned, sublet or otherwise transferred
(including, without limitation, a Permitted





                                      -20-
<PAGE>


Assignment) Landlord, in addition to any other remedies provided for within this
Lease or by law, may at its option collect directly from the transferee all rent
or other consideration becoming due to Tenant under the Transfer or Permitted
Assignment and apply these monies against any sums due to Landlord by Tenant;
and Tenant authorizes and directs any transferee to make payments of rent or
other consideration direct to Landlord upon receipt of notice from Landlord. No
direct collection by Landlord from any transferee should be construed to
constitute a novation or a release of Tenant or any guarantor of Tenant from the
further performance of its obligations in connection with this Lease.

         18.06 The issuance, transfer, assignment, hypothecations or retirement
of any stock, warrant or options or other related rights of ownership of Tenant
or any interest therein shall not constitute or be deemed to be a Transfer
within the meaning of this Article 18. and Landlord shall have no right of
consent or approval with respect thereto. No such issuance, transfer,
assignment, hypothecations or retirement shall in any way affect Tenant's or any
guarantor's obligations under this Lease.

         18.07 In the event Tenant requests Landlord's consent to an Assignment,
Sub-Let or Transfer of Tenant's interest in the leased Premises, or in the case
of a Permitted Assignment, Tenant agrees to pay Landlord all reasonable
attorney's fees incurred by Landlord for any legal services for document review
of any and all documents deemed necessary by Landlord and Tenant to Transfer
Tenant's interest in the Premises or with respect to such Permitted Assignment.

19.  BREACH BY TENANT

         19.01 Tenant will be in breach of this Lease if at any time during the
term of this Lease (and regardless of the pendency of any bankruptcy,
reorganization, receivership, insolvency or other proceedings in law, in equity
or before any administrative tribunal which have or might have the effect of
preventing Tenant from complying with the terms of this Lease):

         A. Tenant fails to make payment of any installment of Base Monthly
Rent, Additional Rent, or of any other sum herein specified to be paid by
Tenant, and such failure is not cured within ten (10) days after Landlord's
written notice to Tenant of such failure; or

         B. Tenant fails to observe or perform any of its other covenants,
agreements or obligations hereunder, and such failure is not cured within thirty
(30) days after Landlord's written notice to Tenant of such failure; provided,
however, that if the nature of Tenant's obligation is such that more than thirty
(30)days are required for performance, then Tenant will not be in breach if
Tenant commences performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion; or

         C. Tenant, Tenant's assignee, subtenant, guarantor, or occupant of the
Premises becomes insolvent, makes a transfer in fraud of its creditors, makes a
transfer for the benefit of its creditors, is the subject of a bankruptcy
petition, is adjudged bankrupt or insolvent in proceedings filed against Tenant,
a receiver, trustee, or custodian is appointed for all or substantially all of
Tenant's assets,





                                      -21-
<PAGE>


fails to pay its debts as they become due, convenes a meeting of all or a
portion of its creditors, or performs any acts of bankruptcy or insolvency,
including the selling of its assets to pay creditors; or

         D. Tenant has abandoned the Premises as defined in paragraph 16. above
without providing thirty (30) days prior written notice to Landlord as provided
therein.

         E. Tenant fails to take possession of the Premises within thirty (30)
days of receiving notice by Landlord that the Premises are available.

20.  REMEDIES OF LANDLORD

         20.01 Nothing contained herein shall constitute a waiver of Landlord's
right to recover damages by reason of Landlord's efforts to mitigate the damage
to it by Tenant's default; nor shall anything in this Section adversely affect
Landlord's right, as in this Lease elsewhere provided, to indemnification
against liability for injury or damages to persons or property occurring prior
to a termination of this Lease.

         20.02 All cure periods provided herein shall run concurrently with any
periods provided by law.

         20.03 In the event of a breach of or default by Tenant under this Lease
beyond any applicable cure period provided in Section 19.01, in addition to any
other rights or remedies provided for herein or at law or in equity, Landlord,
at its sole option, shall have the following rights:

         A. The right to declare the term of this Lease ended and reenter the
Premises and take possession thereof, and to terminate all of the rights of
Tenant in and to the Premises.

         B. The right, without declaring the term of this Lease ended, to
reenter the Premises and to occupy the same, or any portion there of, for and on
account of the Tenant as hereinafter provided, and Tenant shall be liable for
and pay to Landlord on demand all such expenses as Landlord may have paid,
assumed or incurred in recovering possession of the Premises, including costs,
expenses, attorney's fees and expenditures placing the same in good order, or
preparing or altering the same for reletting, and all other expenses,
commissions and charges paid by the Landlord in connection with reletting the
Premises. Any such reletting may be for the remainder of the term of this Lease
or for a longer or shorter period. Such reletting shall be for such rent and on
such other terms and conditions as Landlord, in its sole discretion, deems
appropriate. Landlord may execute any lease made pursuant to the terms hereof
either in the Landlord's own name or in the name of Tenant or assume Tenant's
interest in any existing subleases to any tenant of the Premises, as Landlord
may see fit, and Tenant shall have no right or authority whatsoever to collect
any rent from such tenants, subtenants, of the Premises. In any case, and
whether or not the Premises or any part thereof is relet, Tenant, until the end
of the Lease term shall be liable to Landlord for an amount equal to the amount
due as Rent hereunder, less net proceeds, if any of any reletting effected for
the account of Tenant. Landlord reserves the right to bring such actions for the
recovery of any deficits remaining unpaid by the Tenant to the Landlord
hereunder as Landlord may deem advisable from time to time without





                                      -22-
<PAGE>

being obligated to await the end of the term of the Lease. Commencement of
maintenance of one or more actions by the Landlord in this connection shall not
bar the Landlord from bringing any subsequent actions for further accruals. In
no event shall Tenant be entitled to any excess rent received by Landlord over
and above that which Tenant is obligated to pay hereunder; or

         C. The right, even though it may have relet all or any portion of the
Premises in accordance with the provisions of subsection B. above, to thereafter
at any time elect to terminate this Lease for such previous default on the part
of the Tenant, and to terminate all the rights of Tenant in and to the Premises.

         20.04 Pursuant to the rights of re-entry provided above, Landlord may
remove all persons from the Premises and may, but shall not be obligated to,
remove all property therefrom, and may, but shall not be obligated to, enforce
any rights Landlord may have against said property or store the same in any
public or private warehouse or elsewhere at the cost and for the account of
Tenant or the owner or owners thereof. Tenant agrees to hold Landlord free and
harmless from any liability whatsoever for the removal and/or storage of any
such property, whether of Tenant or any third party whomsoever. Such action by
the Landlord shall not be deemed to have terminated this Lease.

         20.05 If Tenant breaches this Lease and abandons the Premises before
the end of the term, or if its right of possession is terminated by Landlord
because of Tenant's breach of this Lease, then this Lease may be terminated by
Landlord at its option. On such Termination Landlord may recover from Tenant, in
addition to the remedies permitted at law:

         A. The worth, at the time of the award, of the unpaid Base Monthly
Rents and Additional Rents which had been earned at the time this Lease is
terminated.

         B. The worth, at the time of the award, of the amount by which the
unpaid Base Monthly Rents and Additional Rents which would have been earned
after the date of termination of this Lease until the time of award exceeds the
amount of the loss of rents that Tenant proves could be reasonably avoided;

         C. The worth, at the time of the award, of the amount by which the
unpaid Base Monthly Rent and Additional Rents for the balance of the Lease Term
after the time of award exceeds the amount of such rental loss for such period
as the Tenant proves could have been reasonably avoided; and

         D. Any other amount, and court costs, necessary to compensate Landlord
for all detriment proximately caused by Tenant's breach of its obligations under
this Lease, or which in the ordinary course of events would be likely to result
therefrom. The detriment proximately caused by Tenant's breach will include,
without limitation, (i) expenses for cleaning, repairing or restoring the
Premises, (ii) expenses for altering, remodeling or otherwise improving the
Premises for the purpose of reletting the Premises, (iii) brokers' fees and
commissions, advertising costs and other expenses of reletting the Premises,
(iv) costs of carrying the Premises such as taxes, insurance premiums, utilities
and security precautions, (v) expenses of retaking possession of the Premises,
(vi) reasonable







                                      -23-
<PAGE>

attorney's fees and court costs, (vii) any unearned brokerage commissions paid
in connection with this Lease, (viii) reimbursement of any previously waived
Base Rent, Additional Rent, free rent or reduced rental rate, and (ix) any
concession made or paid by Landlord to the benefit of Tenant in consideration of
this Lease including, but not limited to, any moving allowances, contributions
or payments by Landlord for tenant improvements or build-out allowances or
assumptions by Landlord of any of the Tenant's previous lease obligations.

         20.06 In any action brought by the Landlord to enforce any of its
rights under or arising from this Lease, Landlord shall be entitled to receive
its costs and legal expenses including reasonable attorneys' fees, whether or
not such action is prosecuted to judgment.

         20.07 The waiver by Landlord of any breach or default of Tenant
hereunder shall not be a waiver of any preceding or subsequent breach of the
same or any other term. Acceptance of any Rent payment shall not be construed to
be a waiver of the Landlord of any preceding breach of the Tenant.

         20.08 All past due amounts owed by Tenant under the terms of this Lease
shall bear interest at twelve percent per annum unless otherwise stated.

21.  SURRENDER OF LEASE NOT MERGER

          21.01 The voluntary or other surrender of this Lease by Tenant, or
mutual cancellation thereof, will not work a merger and will, at the option of
Landlord, terminate all or any existing transfers, or may, at the option of
Landlord, operate as an assignment to it of any or all of such transfers.

22.  ATTORNEYS FEES/COLLECTION CHARGES

         22.01 In the event of any legal action or proceeding between the
parties hereto, reasonable attorneys' fees and expenses of the prevailing party
in any such action or proceeding will be added to the judgment therein. Should
Landlord be named as defendant in any suit brought against Tenant in connection
with or arising out of Tenant's occupancy hereunder, Tenant will pay to Landlord
its costs and expenses incurred in such suit, including reasonable attorney's
fees, except to the extent Landlord is named as a defendant as a result of its
alleged gross negligence or intentional misconduct.

         22.02 If Landlord utilizes the services of any attorney at law for the
purpose of collecting any rent due and unpaid by Tenant after ten (10) days
written notice to Tenant of such nonpayment of rent or in connection with any
other breach of this Lease by Tenant, Tenant agrees to pay Landlord reasonable
attorneys' fees as determined by Landlord for such services, regardless of the
fact that no legal action may be commenced or filed by Landlord

23.  CONDEMNATION





                                      -24-
<PAGE>

         23.01 If any portion of the Premises is taken for any public or
quasi-public purpose by any lawful government power or authority, by exercise of
the right of appropriation, reverse condemnation, condemnation or eminent
domain, or sold to prevent such taking, and if the remaining portion of the
Premises will not be reasonably adequate for the operation of Tenant's business
after Landlord completes such repairs or alterations as Landlord elects to make,
either Tenant or the Landlord may at its option terminate this Lease by
notifying the other party hereto of such election in writing within twenty (20)
days after such taking. Tenant will not because of such taking assert any claim
against the Landlord or the taking authority for any compensation because of
such taking, and Landlord will be entitled to receive the entire amount of any
award without deduction for any estate of interest of Tenant. If Landlord elects
to make repairs, Landlord will promptly proceed to restore the Premises to
substantially its same condition prior to such partial taking, allowing for any
reasonable effects of such taking, and a proportionate allowance based on the
loss of square footage will be made to Tenant for the Base Monthly Rent and
Additional Rent corresponding to the time during which, and to the part of the
Premises, which, Tenant is deprived on account of such taking and restoration.
Notwithstanding the foregoing, Tenant shall be entitled to assert a claim
against the condemning authority for compensation for alterations made by Tenant
to the Premises, for trade fixtures or other property of Tenant acquired by the
condemning authority, and for relocation expenses, to the extent the foregoing
does not reduce compensation payable to Landlord hereunder.

24.  RULES AND REGULATIONS

         24.01 Tenant will faithfully observe and comply with any reasonable
Rules and Regulations promulgated by Landlord for the Project and Landlord
reserves the right to reasonably modify and amend them as it deems necessary.
Landlord will not be responsible to Tenant for the nonperformance by any other
Tenant or occupant of the Project of any of said Rules and Regulations. Such
Rules and Regulations shall apply to all tenants or the Project.

         24.02 In the event that Tenant fails to cure any violations of such
Rules and Regulations following ten (10) days written notice by Landlord, such
failure to cure shall be deemed a material breach of this Lease by Tenant.

25.  ESTOPPEL CERTIFICATE

         25.01 Each party (the "Nonrequesting Party") will execute and deliver
to the other party (the "Requesting Party") within ten (10) business days of the
Requesting Party's written demand, a statement in writing certifying that this
Lease is in full force and effect, and that the Base Monthly Rent and Additional
Rent payable hereunder is unmodified and in full force and effect (or, if
modified, stating the nature of such modification) and the date to which rent
and other charges are paid, if any, and acknowledging that there are not, to the
Non-Requesting Party's knowledge, any uncured defaults on the part of the
Requesting Party hereunder or specifying such defaults if they are claimed and
such other matters as Landlord may reasonably request. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises. The Non-Requesting Party's failure to deliver such statement within
such time shall be conclusive upon the Non-Requesting Party that (1) this Lease
is in full force and effect, without modification except as





                                      -25-
<PAGE>


may be represented by the Requesting Party; (2) there are no uncured defaults in
the Requesting Party's performance and (3) not more than one (1) month's rents
has been paid in advance. Tenant shall provide a copy of the demand to
Landlord's counsel, Walther, Key, Maupin, Oats, Cox, Klaich & LeGoy, 3500
Lakeside Court, Suite 200, Reno, Nevada 89509, and agrees that any such demand
shall only be provided as a result of a requirement from a third party for
Tenant's audit and financing purposes.

26.  SALE BY LANDLORD

         26.01 In the event of a sale or conveyance by Landlord of the Project
the same shall operate to release Landlord from any liability upon any of the
covenants or conditions, expressed or implied, herein contained in favor of
Tenant arising, occurring or accruing after such sale or conveyance, and in such
event Tenant agrees to look solely to the responsibility of the successor in
interest of Landlord in and to this Lease with respect thereto. This Lease will
not be affected by any such sale, and Tenant agrees to attorn to the purchaser
or assignee.

27.  NOTICES

         27.01 All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments, or designations under this
Lease by either party to the other will be in writing and will be considered
sufficiently given and served upon the other party if sent by certified or
registered mail, return receipt requested, postage prepaid, delivered
personally, or by a national overnight delivery service and addressed as
indicated in 1.03 and 1.04.

28.  WAIVER

         28.01 The failure of Landlord to insist in any one or more cases upon
the strict performance of any term, covenant or condition of the Lease will not
be construed as a waiver of a subsequent breach of the same or any other
covenant, term or condition; nor shall any delay or omission by Landlord to seek
a remedy for any breach of this Lease be deemed a waiver by Landlord of its
remedies or rights with respect to such a breach.

29.  HOLDOVER

         29.01 If Tenant remains in the Premises after the Lease Expiration date
with the consent of the Landlord, and has not given prior written notice to
Landlord, such continuance of possession by Tenant will be deemed to be a
month-to-month tenancy at the sufferance of Landlord terminable on thirty (30)
day notice at any time by either party. All provisions of this Lease, except
those pertaining to term and rent, will apply to the month-to-month tenancy.
Tenant will pay a new Base Monthly Rent in an amount equal to 125% of the base
monthly rent payable for the last full calendar month during the regular term of
this Lease. Upon expiration or earlier termination of this Lease, Tenant agrees
to surrender possession of the Premises and leave the same in good and clean
condition, reasonable wear and tear excepted.






                                      -26-
<PAGE>

30.  DEFAULT OF LANDLORD/LIMITATION OF LIABILITY

         30.01 In the event of any default by Landlord hereunder, Tenant agrees
to give notice of such default, by registered mail, to Landlord at Landlord's
Notice Address as stated in 1.04. Landlord shall have thirty (30) days to cure
the default, or, if such default is not curable within such thirty (30) day
period, Landlord shall have such period of time as is reasonably necessary to so
cure such default, provided that Landlord diligently prosecutes the same to
completion. In the event of any actual or alleged failure, breach or default
hereunder by Landlord which is not cured within the allowed cure period,
Tenant's sole and exclusive remedy will be against Landlord's interest in the
Project, and Landlord's directors, officers, employees and any partner of
Landlord will not be sued, be subject to service or process, or have a judgement
obtained against him in connection with any alleged breach or default, and no
writ of execution will be levied against the assets of any partner, shareholder
or officer of Landlord. The covenants and agreements are enforceable by Landlord
and also by any partner, shareholder or officer of Landlord.

31.  SUBORDINATION

         31.01 Subject to the following requirements, at the election of
Landlord or any mortgagee with a lien on the Project or any ground lessor with
respect to the Project, this Lease will be subject and subordinate at all times
to (a) all ground leases or underlying leases which may now exist or hereafter
be executed affecting the Project, and (b) the lien of any mortgage or deed of
trust which may now exist or hereafter be executed in any amount for which the
Project, ground leases or underlying leases, or Landlord's interest or estate in
any of said items is specified as security. Such subordination shall not
materially and adversely affect Tenant's rights and obligations under this
Lease, and shall be subject to the execution by such mortgagee, beneficiary, or
ground lessor of a nondisturbance agreement reasonable conforming with the terms
of this Section 31.01. In the event that any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant will,
notwithstanding any subordination, attorn to and become the Tenant of the
successor in interest to Landlord, at the option of such successor in interest.
Tenant covenants and agrees to execute and deliver to Landlord any document or
instrument reasonably requested by Landlord or its ground lessor, mortgagee or
beneficiary under a deed of trust evidencing such subordination of this Lease
with respect to any such ground lease or underlying leases or the lien of any
such mortgage or deed of trust. Tenant hereby irrevocably appoints Landlord as
attorney-in-fact of Tenant to execute, deliver and record any such document in
the name and on behalf of Tenant. Landlord agrees to exercise commercially
reasonable efforts to obtain a nondisturbance and attornment agreement with
respect to the current holder of the deed of trust on the Project within a
reasonable period of time after the execution of this Lease; provided, however,
that failure of Landlord to obtain such non-disturbance and attornment agreement
shall not constitute a default by Landlord hereunder.

32.  DEPOSIT AGREEMENT






                                      -27-
<PAGE>

         32.01 Landlord and Tenant hereby agree that Landlord will be entitled
to immediately endorse and cash Tenant's good faith rent check(s). It is further
agreed and understood that such action will not guarantee acceptance of this
Lease by Landlord, but, in the event Landlord does not accept this Lease, such
deposits will be promptly refunded in full to Tenant. This Lease will be
effective only after Tenant has received a copy fully executed by both Landlord
and Tenant.

33.  GOVERNING LAW

         33.01 This Lease is governed by and construed in accordance with the
laws of the State of Nevada, and venue of any suit will be in the county where
the Premises are located unless the Premises are not located in Nevada in which
case the venue will be Washoe County in the State of Nevada.

34.  NEGOTIATED TERMS

         34.01 This Lease is the result of the negotiations of the parties and
has been agreed to by both Landlord and Tenant after prolonged discussion.

35.  SEVERABILITY

         35.01 If any provision of this Lease is found to be unenforceable, all
other provisions shall remain in full force and effect.

36.  BROKERS

         36.01 Each party (the "Representing Party") warrants to the other party
that it has had no dealings with any broker or agent in connection with this
Lease, except NONE and covenants to pay, hold harmless and indemnify the other
party from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any broker or agent as a result
of the Representing Party, other than any identified above, with respect to this
Lease or its negotiation.

37.  QUIET POSSESSION

         37.01 Tenant, upon paying the rentals and other payments herein
required from Tenant, and upon Tenant's performance of all of the terms,
covenants and conditions of this Lease on its part to be kept and performed, may
quietly have, hold and enjoy the Premises during the Term of this Lease without
disturbance from Landlord or from any other person claiming through Landlord.

38.  MISCELLANEOUS PROVISIONS

         38.01 Whenever the singular number is used in this Lease and when
required by the context, the same will include the plural, and the masculine
gender will include the feminine and neuter genders, and the word "person" will
include corporation, firm, partnership, or association. If there






                                      -28-
<PAGE>


is more than one Tenant, the obligations imposed upon Tenant under this Lease
will be joint and several.

         38.02 The headings or titles to paragraphs of this Lease are not a part
of this Lease and will have no effect upon the construction or interpretation of
any part of this Lease.

         38.03 This instrument contains all of the agreements and conditions
made between the parties to this Lease. Tenant acknowledges that neither
Landlord nor Landlord's agents have made any representation or warranty as to
the suitability of the Premises to the conduct of Tenant's business. Any
agreements, warranties or representations not expressly contained herein will in
no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive
all claims for damages by reason of any statement, representation, warranty,
promise or agreement, if any, not contained in this Lease.

         38.04  Time is of the essence of each term and provision of this Lease.

         38.05 Except as otherwise expressly stated, each payment required to be
made by Tenant is in addition to and not in substitution for other payments to
be made by Tenant.

         38.06 Subject to Article 18, the terms and provisions of this Lease are
binding upon and inure to the benefit of the heirs, executors, administrators,
successors and assigns of Landlord and Tenant.

         38.07 All covenants and agreements to be performed by Tenant under any
of the terms of this Lease will be performed by Tenant at Tenant's sole cost and
expense and without any abatement of rent.

         38.08 In consideration of Landlord's covenants and agreements
hereunder, Tenant hereby covenants and agrees not to disclose any terms,
covenants or conditions of this Lease to any other party without the prior
written consent of Landlord.

         38.09 Tenant agrees it will provide to Landlord such financial
information as Landlord may reasonably request for the purpose of obtaining
construction and/or permanent financing for the Premises.

         38.10 If Tenant shall request Landlord's consent and Landlord shall
fail or refuse to give such consent, Tenant shall not be entitled to any damages
for any withholding by Landlord of its consent; Tenant's sole remedy shall be an
action for specific performance or injunction, and such remedy shall be
available only in those cases where Landlord has expressly agreed in writing not
to unreasonably withhold its consent or where as a matter of law Landlord may
not unreasonably withhold its consent.

         38.11 Whenever a day is appointed herein on which, or a period of time
is appointed in which, either party is required to do or complete any act,
matter or thing, the time for the doing or completion thereof shall be extended
by a period of time equal to the number of days on or during which such party is
prevented from, or is reasonably interfered with, the doing or completion of
such act, matter or thing because of labor disputes, civil commotion, war,
warlike operation, sabotage,





                                      -29-
<PAGE>


governmental regulations or control, fire or other casualty, inability to obtain
materials, or to obtain fuel or energy, weather or other acts of God, or other
causes beyond such party's reasonable control (financial inability excepted);
provided, however, that nothing contained herein shall excuse Tenant from the
prompt payment of any Rent or charge required of Tenant hereunder.

         38.12 No slot machine or other gambling game shall be permitted on the
Premises without the prior written consent of Landlord. The Premises shall not
be used for any "adult bookstore" or "adult motion picture theater" as said
terms are defined in NRS 278.0221, or any similar use, notwithstanding any local
zoning codes or ordinances or any other provisions of law to the contrary
permitting such use.

39.  CHANGE ORDERS.

         39.01 In the event Tenant requests and\or approves changes in the scope
the work being provided by or through Landlord Tenant agrees to pay all the
direct and indirect costs of additional work at the time it gives such approval.
In the event that the aggregate cost of additional work provided under this
Lease is ten thousand dollars ($10,000.00) or more, or in excess of two months
rent, whichever is less, then Landlord may accept payment of one half of the
cost of additional work at the time of approval of said change order by the
Tenant, and payment of the balance to be paid at the time the additional work is
substantially completed.

40.  SPECIAL PROVISIONS

         40.01 Special provisions of this Lease number 41 through 43 and
Exhibits "A" (Depiction of Premises and Offices Within Premises), "A-1"
(Depiction of Future Expansion Property), "B" (Landlord's Work for Premises
Shell), "B-1" (Landlord's Work for Offices), "C" (Tenant Questionnaire), "D"
(Rules and Regulations), "E" (Commencement Date Certificate), and "F" (Sign
Criteria) are attached hereto and made a part hereof. If none, so state in the
following space:

41.  OPTIONS TO EXTEND THE LEASE TERM:

         41.01 Tenant is hereby granted two (2) options (the "Extension
Options") to extend the Lease Term for an additional term of five (5) years each
(each, an "Extension Term" and collectively, "Extension Terms"), each beginning
on the day after expiration of the Initial Lease Term or first Extension Term,
as the case may be, and expiring five (5) years thereafter (unless terminated
sooner pursuant to any other terms or provisions of the Lease), on all of the
same terms and conditions as set forth in the Lease, but at an adjusted Base
Monthly Rent as set forth in Section 41.02 below (and without any additional
options to extend the Lease Term after the expiration of the Second Extension
Term). The Extension Options may be exercised by Tenant only by delivery of
written notice of such exercise ("Extension Notice") to Landlord, which
Extension Notice must be received by Landlord at least one hundred eighty (180)
days before the expiration of the Initial Lease Term or first Extension Term, as
applicable. If Tenant fails to timely deliver the Extension Notice, or if this
Lease is terminated pursuant to any other terms or provisions of this Lease
prior to the expiration of the Initial Lease Term or the first Extension Term,
as applicable, all remaining Extension Options shall lapse, and Tenant shall
have no right to extend or further extend the Lease Term. The Extension Options
shall be exercisable by Tenant on the express conditions that (i) at the time of
delivery of the applicable Extension Notice and at all times prior to the
commencement of the






                                      -30-
<PAGE>

applicable Extension Term, Tenant shall not be in default under this Lease
beyond the applicable cure period, (ii) Tenant has not previously been in
default beyond the applicable cure period (whether or not any such default has
been timely cured) under this Lease on more than three (3) occasions during the
Lease Term, and (iii) except for a Permitted Assignment, Tenant has not
Transferred this Lease nor sublet all or any part of the Premises, it being
understood that the Extension Options are personal to the original named Tenant
under this Lease. In the event of any such Transfer or sublease, all unexercised
Extension Options shall lapse and shall be null and void and of no further force
or effect. After exercise of each Extension Option by Tenant in accordance with
the foregoing provisions, Tenant's obligation to renew shall be irrevocable by
Tenant.

         41.02 Base Monthly Rent during each thirty (30) month period of each
Extension Term shall be computed as follows. As used here, the term, "Index,"
shall mean the Consumer Price Index for all Urban Consumers, U.S. City Average
(1982/82=100), the term, "Extension Adjustment Month," shall mean the first
(1st) month of each Extension Term and the thirty-first (31st) month of each
Extension Term, the term, "Extension Comparison Index," shall mean the Index
published and which is in effect the three (3) months preceding the commencement
of each Extension Adjustment Month, and the term, "Beginning Index," shall mean
the Index published which is in effect during the thirty-fourth (34th) month of
the Lease Term. Base Monthly Rent for each thirty (30) month period during each
Extension Term shall be the product of the Base Monthly Rent for the
thirty-seventh (37th) through sixtieth (60th) months of the Initial Lease Term
as specified in Section 1.07 above, multiplied by a fraction, the numerator
being the applicable Extension Comparison Index and the denominator being the
Beginning Index. In no event, however, shall the Base Monthly Rent during any
thirty (30) month period of any Extension Term be less than the Base Monthly
Rent due during the immediately preceding thirty (30) month period of the Lease
Term. Landlord will give Tenant notice of each increase by written invoice;
however, failure of Landlord to give such notice shall not be construed as a
waiver of the increase and any such increased amount shall accrue as rent. If
after this Lease is executed the Index is discontinued or revised, Landlord
reserves the right to use a conversion factor formula or table as may be
published by the Bureau of Labor Statistics or a different Index in order to
obtain substantially the same result.

42.  OPTION TO MOVE TO A LARGER FACILITY

         42.01 At any time during the Lease Term, Tenant shall have the option
to relocate to a larger facility owned by Landlord (the "Option to Relocate")
subject to the terms and conditions specified in this Article 42. The Option to
Relocate may be exercised by Tenant upon delivery of written notice to Landlord
(the "Relocation Notice") specifying (i) the amount of square footage and
location, if known by Tenant, of the premises into which Tenant desires to
relocate (the "Relocation Premises") and (ii) the date of Tenant's desired
relocation, which shall be not less than one hundred eighty (180) days from the
date of such notice. Tenant's right to exercise the Option to Relocate is
expressly conditioned upon (i) the Relocation Premises being a minimum of 50%
larger than the Premises covered by this Lease, including the Expansion Premises
in the event the Expansion Option (as each term is defined in Section 43.01
below) has previously been exercised by Tenant, (ii) at the time of delivery of
Tenant's Relocation Notice and at the time of such relocation, Tenant shall not
be in default under this Lease beyond the applicable cure period, (iii) Tenant
has not previously been in default after the expiration of the applicable cure
period under this Lease on more than three (3) separate occasions during the
Lease Term, (iv) except for a Permitted Assignment, Tenant shall have not
Transferred all or any part of the Premises or Tenant's interest in the Lease,
it







                                      -31-
<PAGE>

being understood that the Option to Relocate is personal to the original named
Tenant under the Lease or successor in a Permitted Assignment, (v) Landlord's
then owning an available facility capable of accommodating Tenant's requested
Relocation Premises, it being agreed that Landlord shall have no obligation to
locate or construct a facility or relocate or displace other tenants of Landlord
on Tenant's behalf, and (vi) Tenant's execution of a new Lease Agreement for the
Relocation Premises containing substantially the same terms and conditions as
this Lease, but providing for (I) Base Monthly Rent equal to the fair rental
value of the Relocation Premises as reasonably determined by Landlord, and (II)
a minimum lease term equal to the then remaining Lease Term, including the
Extension Options. Upon delivery of possession of the Relocation Premises by
Landlord, Tenant shall vacate the Premises and leave the same in the condition
required under the Lease upon such vacation and restoration, and this Lease,
including without limitation, the Expansion Option, shall thereupon terminate;
provided, however, that nothing in this Article 42. is intended to or shall be
deemed to release any party from, or waive any of either party's rights with
respect to, any obligations of either party or any default by either party under
the Lease prior to such vacation of the Premises.

43.  EXPANSION OF PREMISES.

         43.01 Tenant is hereby granted the option (the "Expansion Option") to
cause Landlord to construct or cause to be constructed an expansion of the
building in which the Premises are located which expansion shall include
approximately one hundred forty-five thousand (145,000) square feet of warehouse
space located on the South portion of the real property included in the Project
as shown on Exhibit A- 2 attached hereto as "Future Expansion" (the "Expansion
Premises"). The Expansion Option may be exercised by Tenant only by delivery of
written notice to Landlord or Tenant's exercise of its rights under this Article
43. (the "Expansion Notice"), which must be received by Landlord not later than
the third (3rd) anniversary of the Lease Commencement Date. If Tenant fails to
timely deliver such Expansion Notice or if the Lease is terminated pursuant to
any of its other terms or provisions prior to the third (3rd) anniversary of the
Lease Commencement Date, Tenant's rights to exercise the Expansion Option shall
lapse and Landlord shall be free to develop, hold, or sell the portion of the
Project on which the Expansion Premises are to be located as Landlord chooses,
in Landlord's sole and absolute discretion. The Expansion Option shall be
exercisable by Tenant on the express conditions that (i) at the time of delivery
of the Expansion Notice, Tenant shall not be in default under this Lease after
expiration of the applicable cure period, (ii) Tenant has not previously been in
default after expiration of the applicable cure period under this Lease on more
than three (3) separate occasions during the Lease Term, and (iii) Tenant has
not assigned this Lease or sublet all or any part of the Premises, it being
understood that the Expansion Option is personal to the original named Tenant
under this Lease. In the event of any such assignment or sublease, the Expansion
Option shall lapse and be null and void and of no further force and effect.

         43.02 The Expansion Premises shall be designed and constructed by
Landlord as a connected expansion of the original building in which the Premises
are located. Landlord shall commence preparation of the design of the Expansion
Premises within thirty (30) days after exercise by Tenant of the Expansion
Option using an architect, contractor, or other qualified consultants selected
by Landlord. The final plans and specifications of the Expansion Premises (the
"Plans") shall be delivered to Tenant within ninety (90) days after the exercise
by Tenant of the Expansion Option. Tenant shall have ten (10) days to review and
specify in writing to Landlord any reasonable objections of Tenant to the Plans.
If Tenant shall disapprove the Plans, Tenant and Landlord shall







                                      -32-
<PAGE>

cooperate in good faith to resolve the dispute as promptly as possible. After
Tenant and Landlord have approved of the Plans, Tenant and Landlord shall agree
in good faith on the Base Monthly Rent applicable to the Expansion Premises. In
the event Tenant and Landlord are unable to agree upon the Plans and/or Base
Monthly Rent (including, without limitation, any interim adjustments) for the
Expansion Premises within thirty (30) days after Landlord's presentation of the
Plans to Tenant, then Landlord's obligations to construct and lease the
Expansion Premises to Tenant and Tenant's obligations to lease the Expansion
Premises from Landlord shall be null and void and of no further force and
effect. In the event Landlord and Tenant are unable to agree upon the Plans
and/or Base Monthly Rent as specified above, at the expiration of the applicable
time period specified above Tenant shall pay to Landlord, as Additional Rent,
fifty percent (50%) of all costs incurred by Landlord pursuant to the provisions
of this Article 43. In the event Landlord and Tenant agree upon the Plans and
Base Monthly Rent in accordance with the foregoing provisions, Landlord shall
then construct the Expansion Premises in substantial conformance with the
approved Plans and in accordance with a construction schedule agreed to in good
faith by Landlord and Tenant within thirty (30) days after agreement by Landlord
and by Tenant of the Plans and Base Monthly Rent. Such construction schedule
shall provide for Landlord's substantial completion of construction of the
Expansion Premises within two hundred ten (210) days of such agreement, subject
to extension for delays caused by Tenant and force majeure events as specified
in Section 38.11 above. Upon Landlord and Tenant's agreement as to the Plans,
Base Monthly Rent, and construction schedule for the Expansion Premises,
Tenant's obligations to lease the Expansion Premises shall be irrevocable.

         43.03 Effective upon substantial completion of the improvements
constituting the Expansion Premises, (i) the Expansion Premises shall become,
for all purposes, a part of the Premises as defined in Section 1.01 of this
Lease, and shall be subject to all terms, covenants, and conditions hereof, (ii)
the Base Monthly Rent shall be increased to include the Base Monthly Rent
applicable to the Expansion Premises in an amount specified in Section 43.02
above, and such total amount shall become, for all purposes, the "Base Monthly
Rent" defined in Section 1.07 of this Lease, (iii) all Additional Rent shall be
adjusted to include payment for the Expansion Premises, and (iv) the Lease Term
for the Expansion Premises shall be the longer of (I) the period coterminous
with the Lease Term of the Original Premises, including any Extension Term(s)
resulting from any properly exercised Extension Options, and (II) five (5)
years. The Expansion Premises shall be deemed to be "substantially completed" at
such time as the Expansion Premises have received a Temporary Certificate of
Occupancy allowing for Tenant's functional occupancy thereof, and Landlord has
completed construction of the Expansion Premises in substantial accordance with
the approved Plans without material interference due to uncompleted portions of
the Expansion Premises or defective items. Within fifteen (15) days of
substantial completion of the improvements constituting the Expansion Premises,
representatives of Landlord and Tenant agree to conduct a "walk through"
inspection of the Expansion Premises and reasonably agree on any remaining
punchlist items to be completed after such date. Any such remaining punchlist
items shall be completed by Landlord within a commercially reasonable period of
time after such walk-through inspection. Landlord represents and warrants that
Landlord shall complete the Expansion Premises in a good and workmanlike
fashion, in substantial conformance with the approved Plans, in compliance with
all applicable laws and regulations, using new materials, and reasonably free of
construction defects. Upon receipt from Tenant of notice of any portion of the
Expansion Premises which does not conform to the foregoing representation and
warranty within the two (2) year period commencing on the date of substantial
completion, Landlord agrees to promptly correct the same. Tenant understands and
agrees that Tenant must provide written notice to Landlord within the two (2)
year







                                      -33-
<PAGE>


period specified above and that the representation and warranty shall expire on
the second (2nd) anniversary of the date of substantial completion. Thereafter
during the Lease Term, except as set forth in this Section 43.03 above, Landlord
will be under no obligation to alter, change, decorate or improve the Expansion
Premises. Except as expressly set forth hereinabove in this Section 43.03,
nothing contained in this Lease, including any Exhibits hereto, shall be
interpreted or is intended in any way as a representation or warranty by
Landlord as to the quantity, quality, or fitness of the Expansion Premises,
including, without limitation, a fitness for any particular purpose, each of
which is expressly disclaimed by Landlord hereunder. The date of substantial
completion shall be established by Landlord and Tenant's execution of a
Commencement Date Certificate substantially in the form attached hereto as
Exhibit "E", which the parties agree to execute within ten (10) days of such
date.

44.      TERMINATION OF 1450 EAST GREG STREET, UNIT 104, LEASE

         44.01 Landlord and Tenant agree that the lease agreement between
Landlord and Tenant (the "Greg Street Lease Agreement") for the premises located
at 1450 East Greg Street, Unit 104, Reno, Nevada (the "Greg Street Premises")
shall be canceled effective on the Lease Commencement Date. Tenant agrees to
vacate the Greg Street Premises not later than ten (10) days after the Lease
Commencement Date (the "Greg Street Vacation Date"). Tenant shall be relieved of
the obligation to pay rent under the Greg Street Lease Agreement as of the Lease
Commencement Date and all other obligations under the Greg Street Lease
Agreement accruing and arising after the later of the Lease Commencement Date or
the Greg Street Vacation Date; provided, however, that Landlord and Tenant
acknowledge and agree that Tenant will not be relieved of any of Tenant's
obligations under the Greg Street Lease Agreement which arise or accrue prior to
the later of the Lease Commencement Date or the Greg Street Vacation Date, all
of which shall survive the termination of the Greg Street Lease Agreement.
Nothing contained herein shall be intended to or shall be deemed to release
Tenant from or waive Landlord's rights with respect to any obligations of Tenant
or any default by Tenant under the Greg Street Lease Agreement prior to the
later of the Lease Commencement Date or the Greg Street Vacation Date. Tenant
shall (i) notify Landlord upon surrender of the Greg Street Premises of any
defaults by Landlord under the Greg Street Lease then known by Tenant, and (ii)
surrender the Greg Street Premises in good and clean condition, reasonable wear
and tear excepted.

45.      SPECIAL USE PERMIT

         45.01 Landlord and Tenant acknowledge Tenant's receipt of a letter from
the City of Reno confirming it is the opinion of the City of Reno that an
additional special use permit is not required for Tenant's operations on a
twenty-four (24) hours basis provided that such operations otherwise comply with
the permitted uses under the current IC zoning classification of the Premises
(the "Special Use Permit Opinion Letter"). A copy of the Special Use Permit
Opinion Letter is attached hereto as Exhibit "G" incorporated herein by this
reference. Tenant has requested two (2) changes to the Special Use Permit
Opinion Letter, which are as follows: (i) changing the spelling of Tenant's name
from the spelling utilized in the Special Use Permit Opinion Letter to its
correct spelling as set forth on the first page of this Lease, and (ii) causing
the letter to be signed by Laura Tuttle, rather than another City of Reno
employee. Landlord shall promptly submit the Special Use Permit Opinion Letter
including the changes requested by Tenant set forth above (the "Revised Opinion
Letter") to the City of Reno for signature and shall exercise commercially
reasonable efforts to







                                      -34-
<PAGE>


pursue obtaining the executed Revised Opinion Letter. In the event Landlord has
not obtained the executed Revised Opinion Letter and at any time during the
Lease Term Tenant is prohibited from carrying on operations constituting its
Permitted Use solely because of the failure to have a Special Use Permit, zoning
classification of the Premises, then Tenant agrees to diligently pursue
obtaining a new Special Use Permit or an amendment to Landlord's existing
Special Use Permit, permitting Tenant's twenty-four (24) hour operations.
Landlord agrees to exercise commercially reasonable efforts to assist Tenant in
obtaining such Special Use Permit or amendment. If, after one hundred twenty
(120) days from the date of notification that Tenant's operations require a
Special Use Permit as provided above and provided that Tenant has exercised
commercially reasonable efforts to obtain such Special Use Permit or amendment,
Tenant has not obtained the required Special Use Permit or amendment, Tenant may
terminate this Lease by providing not less than sixty (60) days written notice
to Landlord. In the event Landlord obtains the properly executed Revised Opinion
Letter, then upon obtaining the same, Tenant's rights to terminate the Lease
pursuant to this Section 45.01 shall terminate and be of no further force and
effect.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year indicated by Landlord's execution date as written below.

         Individuals signing on behalf of a Tenant warrant that they have the
authority to bind their principals. In the event that Tenant is a corporation,
Tenant shall deliver to Landlord, concurrently with the execution and delivery
of this Lease, a certified copy of corporate resolutions adopted by Tenant
authorizing said corporation to enter into and perform the Lease and authorizing
the execution and delivery of the Lease on behalf of the corporation by the
parties executing and delivering this Lease. THIS LEASE, WHETHER OR NOT EXECUTED
BY TENANT, IS SUBJECT TO ACCEPTANCE AND EXECUTION BY LANDLORD, ACTING ITSELF OR
BY ITS AGENT ACTING THROUGH ITS PRESIDENT, VICE PRESIDENT, OR ITS DIRECTOR OF
LEASING AND MARKETING.

Landlord: DP Operating Partnership, L.P., a        Tenant: Brightpoint, Inc., a
          Delaware limited partnership                     Delaware Corporation
          by: Dermody Properties, a
          Nevada Corporation, its General
          Partner

By:  /s/ Michael C. Dermody                      /s/ Steven E. Fivel
     ----------------------                      ---------------------
     Michael C. Dermody
Its: President                              Its: EVP & General Counsel
                                                 ---------------------
Date:  July 22, 1999                       Date: April 20, 1999
       --------------------                      --------------------
       (Execution Date)                          (Execution Date)



                                      -35-
<PAGE>



                                   EXHIBIT B-1




      Proposal from United Construction Co. dated April 1, 1999 to provide
               labor, materials and equipment required to perform
                        the proposed tenant improvements


<PAGE>



                                    Exhibit C
                             (Tenant Questionnaire)

                      TENANT QUESTIONNAIRE REGARDING USE OF
                  PREMISES AT 5360 CAPITAL COURT, RENO, NEVADA
<Table>
<Caption>
                                                                                 Yes    No
<S>    <C>                                                                      <C>     <C>
1.     Will any manufacturing process be done on the subject premises?           [ ]    [ ]

2.     Do you or your company intend to use any internal combustion
       engines greater than 50 HP at the subject premises?                       [ ]    [ ]

3.     Do you or your company intend to use processes that involve
       mixing, blending, or processing any solvents, adhesives, paints
       or coatings?                                                              [ ]    [ ]

4.     Will your operation at the premises create any dusts or smoke?            [ ]    [ ]

5.     At the subject premises, will you or your company refine any
       liquids or solids?  Reclaim any metals?                                   [ ]    [ ]

6.     Will you or your company plate or coat anything at the subject
       premises?                                                                 [ ]    [ ]

7.     Will any process be used on the Premises which requires equipment
       for the heating of materials (i.e., boilers, furnaces, broilers,
       baking ovens, etc.)?                                                      [ ]    [ ]

8.     Will you handle or store solvents or motor fuels on the premises?         [ ]    [ ]

9.     Will you use or store any acids at the premises?                          [ ]    [ ]

10.    Will you or your company use any chemical processes at the premises?      [ ]    [ ]

11.    Will you or your company use any solvents for clean up?                   [ ]    [ ]

12.    Is your business a dry cleaner, restaurant, body shop, gasoline
       station, printer or part coater?                                          [ ]    [ ]

13.    Will you or your company use any process which requires lead or
       melting or soldering with lead or lead alloys?                            [ ]    [ ]

14.    Do you or your company have a Hazardous Materials Management plan?        [ ]    [ ]
</Table>


<PAGE>


If you have marked "Yes" to any of the questions as to processes, chemicals,
including types and quantities, to be used on the Premises, please give a more
detailed explanation below and on a second page if necessary.


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Name of person completing form: Steven E. Fivel, EVP & GC
                                ------------------------------------------------

Company name and address: Brightpoint, Inc.
                          ------------------------------------------------------


--------------------------------------------------------------------------------



Exhibit "C" to lease dated December 23, 1998,
by and between by and between DP Operating
Partnership, L.P., a Delaware limited
partnership, by:  Dermody Properties,
a Nevada Corporation, its General Partner
and Brightpoint, Inc., a Delaware Corporation.

/s/ Michael C. Dermody
-------------------------
Dermody Properties

/s/ Steven E. Fivel
-------------------------
Brightpoint, Inc.



<PAGE>


                                   EXHIBIT "D"

                              RULES AND REGULATIONS

It is further agreed that the following rules and regulations shall be and are
hereby made a part of this Lease, and the Tenant agrees that its employees and
agents, or any others permitted by the Tenant to occupy or enter said Premises,
will at all times abide by said rules and regulations and that a default in the
performance and observance thereof shall operate the same as any other defaults
herein:

1.     The sidewalks, entries, and driveways shall not be obstructed by the
       Tenant, or its agents, or used by them for any purpose other than ingress
       and egress to and from their Premises. Landlord may remove any such
       obstruction or thing (unauthorized by Landlord) without notice or
       obligation to Tenant.

2.     Tenant shall not place any movable objects, including antennas, outdoor
       furniture, (except for the fenced employee area etc., in the parking
       areas, landscaped area or other areas outside of said Premises, or on the
       roof of said Premises.

3.     No person shall disturb the occupants of this or adjoining Buildings or
       Premises by the use of any radio or musical instrument or by the making
       of loud or improper noises.

4.     Parking any type of recreational vehicles is specifically prohibited. No
       vehicle of any type shall be stored in the parking areas at any time. In
       the event that a vehicle is disabled, it shall be removed within 48
       hours. There shall be no "For Sale" or other advertising signs on or
       about any parked vehicle. All vehicles shall be parked in the designated
       parking areas in conformation with all signs and other markings.

5.     Lessee shall not use, keep or permit to be used or to be kept any foul or
       noxious gas or substance in the Premises, or permit or suffer the
       Premises to be occupied or used in a manner offensive or objectionable to
       Lessor or other occupants of the Building by reason of noise, odors
       and/or vibrations, or interfere in any way with other Lessees or those
       having business therein. Lessee shall maintain the leased Premises free
       from mice, bugs, and ants attracted by food, water or storage materials.

6.     Lessor reserves the right to exclude or expel from the complex any person
       who in the judgment of the Lessor, is intoxicated or under the influence
       of liquor or drugs or who shall in any manner do any act in violation of
       the Rules and Regulations of the said project.

7.     Lessee shall give Lessor prompt notice of any defects in the water, lawn
       sprinkler, sewage, gas pipes, electrical lights and fixtures, heating
       apparatus, or any other service equipment or any dangerous or hazardous
       condition existing on the property.


<PAGE>



                              RULES AND REGULATIONS
                                     Page 2.

8.     No outside storage of pallets, boxes, cartons, drums or any other
       containers or materials used in shipping or transport of goods is
       allowed. Tenant shall place all refuse in proper receptacles provided by
       Tenant at Tenant's expense on the Premises or inside enclosures (if any)
       provided by Landlord for the Building, and shall keep sidewalks and
       driveways outside the Building and lobbies, corridor stairwells, ducts or
       shafts of the Building free of all refuse.

9.     All moveable trash receptacles provided by the trash disposal firm must
       be kept in the trash enclosure areas where provided for that purpose.
       Landlord and Tenant acknowledge and agree that Tenant will keep trash and
       recycling bins in front on one (1) or more of Tenant's dock doors.

10.    The Landlord reserves the right to make such other and further reasonable
       rules and regulations as in its judgment may from time to time be needful
       and desirable for the safety, care and cleanliness of the Premises and
       for the preservation of good order therein.

11.    Lessee shall not use any method of heating or air conditioning other than
       that supplied by Lessor without the consent of Lessor.

12.    No person shall go on the roof without Lessor's permission.

13.    All goods, including material used to store goods, delivered to the
       Premises of Lessee shall be immediately moved into the Premises and shall
       not be left in parking or receiving areas overnight.

14.    Tenants shall not do or permit anything to be done in their Premises or
       bring or keep anything therein which will in any way obstruct or
       interfere with the rights of other Tenants. or do, or permit anything to
       be done in their Premises which shall, in the judgement of the Landlord
       or its manager, in any way injure or annoy them, or conflict with the
       laws relating to fire, or with the regulations of the fire department or
       with any insurance policy upon the Building or any part thereof or any
       contents therein or conflict with any of the of the Rules and Ordinances
       of the public Building or health authorities.

15.    All electrical equipment used by Tenants shall be U.L. approved or as
       used in other standard Brightpoint operations. Nothing shall be done or
       permitted in Tenant's Premises, and nothing shall be brought into or kept
       in the Premises which would impair or interfere with any of the Building
       services or the proper and economic heating, cooling, cleaning or other
       servicing of the Building or the Premises. Tenant's computers and other
       equipment are hereby expressly allowed.



<PAGE>



                              RULES AND REGULATIONS
                                     Page 3.

16.    Tenants shall not install or operate any steam or gas engine or boiler,
       or carry on any mechanical business in the Building. The use of oil, gas
       or inflammable liquids for heating, lighting or any other purpose is
       expressly prohibited. Explosives or other articles deemed extra hazardous
       shall not be brought into the Building. Tenants shall not use any other
       method of heating than that supplied by Landlord. Landlord and Tenant
       acknowledge and agree that Tenant may use flammable materials that are a
       standard part of their business and that the use, storage and processing
       of such materials will be in full compliance with all federal, state and
       local regulations and laws.

17.    Tenants shall not remove any carpet, or wall coverings, window blinds, or
       window draperies in their Premises without the prior written approval
       from Landlord.

18.    No animals, birds or pets (other than seeing-eye dogs) of any kind shall
       be allowed in Tenant's Premises or Building.

19.    The water closets, urinals, waste lines, vents or flues of the Building
       shall not be used for any purpose other than those for which they were
       constructed, and no rubbish, acids, vapors, newspapers or other such
       substances of any kind shall be thrown into them. The expense caused by
       any breakage, stoppage or damage resulting from a violation of this rule
       by any Tenant, its employees, visitors, guests or licensees, shall be
       paid by Tenant.

20.    All decorating, carpentry work, or any labor required for the
       installation of Tenant's (a) equipment, such as an alarm system,
       computer, telephone/telegraph equipment, lines, cables or other
       electrical devices; or (b) furnishings or other property shall be
       performed at Tenants expense, and will not require Landlord's prior
       verbal or written approval. Should any such work require alterations that
       affect the heating, ventilation, air conditioning, plumbing, electrical
       or mechanical systems of the Building, the roof, or the structure of the
       Building, Landlord's prior written approval will be required. Structural
       changes are defined as changes that affect a vital and substantial
       portion of the Premises, changing its characteristic appearance,
       fundamental purpose of its erection or uses, or a change of such a nature
       as to affect the very realty itself, extraordinary in scope and effect,
       or unusual in expenditure.

21.    The Premises shall not be used or permitted to be used for residential,
       lodging or sleeping purposes.

22.    Except as permitted by landlord, Tenant shall not mark upon, paint signs
       upon, cut, drill into, drive nails or screws into, or in any way deface
       the walls, ceilings, partitions or floors of their Premises or of the
       Building, and the repair cost of any defacement, damage, or injury caused
       by Tenant, its agents or employees shall be paid for by the Tenant.

23.    The cost of repairing any damage to the public partitions of the Building
       or the public facilities, or to any facilities used in common with other
       tenants, caused by any Tenant or the employees, licensees, agents or
       invitees of the Tenant, shall be paid by such Tenant.




<PAGE>

24.    Landlord reserves the right to restrict or prohibit canvassing,
       soliciting or peddling in the Building.




Exhibit "D" to lease dated December 23, 1998,
by and between by and between DP Operating
Partnership, L.P., a Delaware limited
partnership, by:  Dermody Properties,
a Nevada Corporation, its General Partner
and Brightpoint, Inc., a Delaware Corporation.

/s/ Michael C. Dermody
-----------------------
Dermody Properties

/s/ Steven E. Fivel
-----------------------
Brightpoint, Inc.


<PAGE>



                                   EXHIBIT "F"

                                  SIGN CRITERIA


SECTION I:  PURPOSE AND INTENT

       The purpose of Dermody Properties planned sign program is to provide
       minimum standards to safeguard life, health, property and the public
       welfare and to provide the means for adequate identification and
       advertisement of both the existing and future business by regulating and
       controlling the design, location, and maintenance of all signs.

       The intent of this program is to assure compatibility of proposed signs
       with existing signs by providing tenants with individual identification
       while maintaining overall consistency. All existing and proposed signs
       must comply with the standards set forth in this planned sign program and
       applicable City codes.

SECTION II:  GENERAL SIGN REQUIREMENTS

       1.  Compliance Required

              No person shall erect, re-erect, construct, enlarge, alter,
              repair, move, improve, remove, convert, or equip any sign or sign
              structure, or paint a new wall sign or cause or permit the same to
              be done, contrary to or in violation of any of the provisions of
              this planned sign program. Conformance will be strictly enforced
              and any installed non-conforming or unapproved signs must be
              brought into conformance at the expense of the tenant.

         2.   Sign Content

              All signs shall be limited to tenant's trade name and/or logo or
              logo-type. Wording of signs shall not include the product sold
              except as part of the tenant's trade name or logo. Registered
              trademarks may be allowed subject to approval by landlord.

         3.   Administration

              a.  Each tenant shall submit or cause to be submitted to the
                  Landlord for approval prior to fabrication at least 3 copies
                  of detailed sign drawings covering the location, size, layout
                  mounting method, design, color, and materials of the proposed
                  sign or signs.

              b.  After the Landlord has approved the sign drawings, tenant
                  shall submit the plans to the City for approval. If any
                  changes are made in the Landlord approved plans by the
                  Planning Department tenant shall re-submit revised plans to
                  the Landlord for review and approval prior to fabrication and
                  installation.

              c.  All permits and fees for signs and their installation shall be
                  obtained and paid for by the tenant or his representative.





<PAGE>

                                  SIGN CRITERIA

                                     PAGE 2.

              d.  Tenant shall be fully responsible for their sign and choice of
                  sign contractor. Tenant sign contractor shall be licensed to
                  work in the State of Nevada and the appropriate local
                  jurisdiction and shall carry workers compensation and public
                  liability insurance in the amount of $500,000.00 per
                  occurrence against all damage suffered or done to any person
                  and/or property while engaged in the construction or erection
                  of signs.

              e.  Tenant shall be responsible for the fulfillment of all
                  requirements and specifications of this document and any
                  appropriate City Code.

              f.  All submittals should be addressed to your leasing agent:

                           Dermody Properties
                           Post Office Box 7098
                           Reno, Nevada 89510

         4.   Prohibited Signs

              The following signs shall not be permitted:

              a.  Signs which incorporate in any manner any flashing, moving or
                  intermittent lighting or which emit noise;

              b.  Signs which by color, wording, design, location, or
                  illumination resemble or conflict with any traffic control
                  device or with safe and efficient flow of traffic;

              c.  Signs that create a safety hazard by obstructing clear view of
                  pedestrian and vehicular traffic;

              d.  Flags, banners and pennants when used for advertising
                  purposes. National or state flags displayed in an appropriate
                  manner shall not be prohibited;

              e.  Signs projecting into the public right-of-way;

              f.  Any proposed sign that would adversely affect conforming
                  residential development or conforming tenant signing.

              g.  Portable signs;

              h.  Signs which project above a parapet or the highest point of a
                  roof.


<PAGE>




                                  SIGN CRITERIA

                                     PAGE 3.

         5.   Proper Maintenance Required

              All signs, together with all of their supports, braces, guys and
              anchors, shall be properly maintained with respect to appearance,
              structural and electrical features. The display surfaces of all
              signs shall be kept neatly painted or posted at all times. All
              signs shall be subject to maintenance provisions as follows:

              a.  All signs shall be refinished to remove rust or other
                  corrosion due to the elements and any cracked or broken faces
                  and malfunctioning lamps shall be replaced within thirty (30)
                  days following notification by Landlord.

              b.  Any location where business goods are no longer sold or
                  produced or where services are no longer provided shall have
                  thirty (30) days following move out to remove any remaining or
                  derelict signs or copy therein and restore the mounting
                  surface to a good and satisfactory condition.


Exhibit "F" to lease dated December 23, 1998,
by and between by and between DP Operating
Partnership, L.P., a Delaware limited
partnership, by:  Dermody Properties,
a Nevada Corporation, its General Partner
and Brightpoint, Inc., a Delaware Corporation.

/s/ Michael C. Dermody
-------------------------
Dermody Properties

/s/ Steven E. Fivel
-------------------------
Brightpoint, Inc.




<PAGE>


                                   EXHIBIT "G"


                  Letter from City of Reno, dated April 6, 1999
               concerning special use permit approvals and zoning