STANDARD INDUSTRIAL LEASE-MULTI-TENANT
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1. Parties.  This Lease,  dated, for reference  purposes only, May, 14, 1996, is
made by and between Roger Buttrum (herein called "Lessor") and H.E.R.C. PRODUCTS
INCORPORATED, a Delaware corporation (herein called "Lessee").

2. Premises, Parking and Common Areas.

         2.1  Premises.  Lessor  hereby  leases to Lessee and Lessee leases from
Lessor for the term,  at the rental,  and upon all of the  conditions  set forth
herein,  real  property  situated in the County of  Maricopa,  State of Arizona,
commonly  known as 2202 West Lone Cactus  Place,  Suites 9, 10, 11, 12, 13, 14 &
15:  Phoenix,  Arizona,  and  described as an  approximate  15,708 st.  office /
industrial bay; part of a larger  multi-tent  industrial  building,  Lone Cactus
Commerce Center,  herein referred to as the "Premises," as may be outlined on an
Exhibit  attached  hereto,  including  rights to the Common Areas as hereinafter
specified  but not  including  any rights to the roof of the  Premises  or to an
Building in the  Industrial  Center.  The  Premises are a portion of a building,
herein  referred to as the "Building."  The Premises,  the Building,  the Common
Areas, the land upon which the same are located,  along with all other buildings
and improvements thereon, are herein collectively referred to as the "Industrial
Center."

         2.2 Vehicle  Parking.  Lessee  shall be entitled to 21 vehicle  parking
spaces,  unreserved  and  unassigned,  on those  portions  of the  Common  Areas
designated by Lessor for parking.  Lessee shall not use more parking spaces than
said number.  Said parking  spaces shall be used only for parking by vehicles no
larger than full size  passenger  automobiles or pick-up  trucks,  herein called
"Permitted  Size  Vehicles."  Vehicles  other than  Permitted  Size Vehicles are
herein referred to as "Oversized Vehicles."

                   2.2.1  Lessee  shall not  permit or allow any  vehicles  that
belong  to or  are  controlled  by  Lessee  or  Lessee's  employees,  suppliers,
shippers,  customers,  or  invitees to be loaded,  unloaded,  or parked in areas
other than those designated by Lessor for such activities.

                  2.2.2  If  Lessee  permits  or  allows  any of the  prohibited
activities  described in paragraph 2.2 of this Lease, then Lessor shall have the
right,  with notice,  In addition to such other rights and remedies  that it may
have, to remove or tow away the vehicle  involved and charge the cost to Lessee,
which cost shall be immediately payable upon demand by Lessor.

         2.3 Common Areas--Definition. The term "Common Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the  Industrial  Center that are provided and  designated  by the Lessor from
time to time for the general  non-exclusive  use of Lessor.  Lessee and of other
lessees of the  Industrial  Center and their  respective  employees,  suppliers,
shippers, customers and invitees, including parking areas, loading and unloading
areas,  trash areas,  roadways,  sidewalks,  walkways,  parkways,  driveways and
landscaped areas.

         2.4 Common Areas--Lessee's  Rights. Lessor hereby grants to Lessee, for
the benefit of Lessee and its  employees,  suppliers,  shippers,  customers  and
invitees,  during  the term of the Lease,  the  non-exclusive  right to use.  In
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time, subject to any rights,  powers, and privileges  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions  governing the use of the Industrial Center. Under no circumstances
shall the right herein  granted to use the Common Areas be deemed to include the
right to store any property,  temporarily or  permanently,  in the Common Areas.
Any such storage shall be permitted only by the prior written  consent of Lessor
or Lessor's  designated agent,  which consent may be revoked at any time. In the
event that any  unauthorized  storage  shall  occur then  Lessor  shall have the
right,  with notice,  In addition to such other rights and remedies  that it may
have, to remove the property and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor.

         2.5 Common  Areas--Rules  and  Regulations.  Lessor or such other prior
person(s) as Lessor may appoint shall have the exclusive  control and management
of the Common Areas and shall have the right,  from time to time,  to establish,
modify, amend and enforce reasonable rules and regulations with respect thereto.
Lessee agrees to abide by and conform to all such rules and regulations,  and to
cause its employees,  suppliers,  shippers,  customers, and invitees to so abide
and conform.  Lessor shall not be responsible  to Lessee for the  non-compliance
with said rules and regulations by other lessees of the Industrial Center.

         2.6 Common  Areas--Changes.  Lessor  shall have the right,  in Lessor's
sole discretion, from time to time:

                  (a) To make changes to the Common  Areas,  including,  without
limitation,  changes  in the  location,  size,  shape and  number of  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction  of  traffic,  landscaped  areas and  walkways;  (b) To close
temporarily  any of the  Common  Areas  for  maintenance  purposes  so  long  as
reasonable  access to the Premises  remains  available;  (c ) To designate other
land outside the boundaries of the Industrial  Center to be a part of the Common
Areas; (d) To add additional buildings and improvements to the Common Areas; (e)
To use the Common Areas while engaged in making additional improvements, repairs
or alterations to the Industrial  Center, or any portion thereof;  (f) To do and
perform  such other acts and make such other  changes in, to or with  respect to
the Common Areas and  Industrial  Center as Lessor may, In the exercise of sound
business judgment, deem to be appropriate.

                   2.6.1  Lessor   shall  at  all  times   provide  the  parking
facilities  required  by  applicable  law and in no event  shall  the  number of
parking spaces that Lessee is entitled to under paragraph 2.2 be reduced.

3. Term.

         3.1  Term.  The term of this  Lease  shall  be for  sixty  (60)  months
commencing  on  August  1,  1996 and  ending  on July 31,  2001,  unless  sooner
terminated pursuant to any provisions hereof.

         3.2 Delay in Possession. Notwithstanding said commencement date, if for
any reason  Lessor cannot  deliver  possession of the Premises to Lessee on said
date,  Lessor  shall not be subject to any  liability  therefor,  nor shall such
failure affect the validity of this Lease or the obligation of Lessee  hereunder
or extend the term  hereof,  but in such case,  Lessee shall not be obligated to
pay rent or  perform  any other  obligation  of  Lessee  under the terms of this
Lease,  except as may be otherwise  provided in this Lease,  until possession of
the Premises is tendered to Lessee: provided,  however, that if Lessor shall not
have  delivered  possession  of the  Premises  within  sixty (60) days from said
commencement  date,  Lessee  may, at  Lessee's  option,  by notice in writing to
Lessor within ten (10) days  thereafter,  cancel this Lease,  In which event the
parties shall be discharged from all obligations  hereunder;  provided  further,
however, that if such written notice of Lessee is not received by Lessor, within
said ten (10) day period,  Lessee's right to cancel this Lease  hereunder  shall
terminate and be of no further force or effect.

         3.3 Early  Possession.  If Lessee  occupies the Premises  prior to said
commencement  date,  such  occupancy  shall be subject to all provisions of this
Lease,  such occupancy shall not advance the termination  date, and Lessee shall
pay rent for such period at the initial monthly rates set forth below.

4. Rent.

         4.1  Base  Rent.  Lessee  shall  pay to  Lessor,  as Base  Rent for the
Premises, without any offset or deduction,  except as may be otherwise expressly
provided  in this  Lease,  on the  first day of each  month of the term  hereof,
monthly  payments  in advance of  $8,796.48  plus  applicable  rental  sales tax
(currently  4.15%),  see rent schedule to addendum.  (NEW FIGURE OF  $9,073.57).
Lessee shall pay Lessor upon execution  hereof $8,796.48 AS BASE RENT FOR August
1, 1996.  Rent for any period  during the term hereof which is for less than one
month  shall be a pro rata  portion of the Base  Rent.  Rent shall be payable in
lawful money of the United  States to Lessor at the address  stated herein or to
such other persons or at such other places as Lessor may designate in writing.
<PAGE>
5.  Security  Deposit.  Lessee shall deposit with Lessor upon  execution  hereof
$8,796.48 as security for Lessee's faithful  performance of Lessee's obligations
hereunder.  If  Lessee  fails to pay rent or other  charges  due  hereunder,  or
otherwise defaults with respect to any provision of this Lease,  Lessor may use,
apply or retain all or any  portion of said  deposit for the payment of any rent
or other  charge In default or for the payment of any other sum to which  Lessor
may become obligated by reason of Lessee's default,  or to compensate Lessor for
any loss or damage which Lessor may suffer thereby. If Lessor so uses or applies
all or any  portion of said  deposit,  Lessee  shall  within ten (10) days after
written  demand  therefor  deposit cash with Lessor in an amount  sufficient  to
restore said deposit to the full amount then required of Lessee.  If the monthly
rent shall,  from time to time,  increase during the term of this Lease,  Lessee
shall at the time of such Increase,  deposit with Lessor  additional  money as a
security deposit so that the total amount of the security deposit held by Lessor
shall at all times bear the same proportion to the then current Base Rent as the
Initial  security  deposit bears to the Initial Base Rent set forth in paragraph
4. Lessor shall not be required to keep said security  deposit separate from its
general accounts. If Lessee performs all of Lessee's obligations hereunder, said
deposit, or so much thereof as has not theretofore been applied by Lessor, shall
be  returned,  without  payment of Interest or other  Increment  for its use, to
Lessee  (or,  at  Lessor's  option,  to the last  assignee,  if any, of Lessee's
interest  hereunder) at the expiration of the term hereof,  and after Lessee has
vacated the Premises. No trust relationship is created herein between Lessor and
Lessee with respect to said Security Deposit.

6. Use.

         6.1 Use. The Premises shall be used and occupied only for manufacturing
and  distribution  of cleaning  products,  or any other use which is  reasonably
comparable and for no other purpose.

         6.2 Compliance with Law.

                  (a) Lessor warrants to Lessee that the Premises,  In the state
existing on the date that the Lease term commences and use for which Lessee will
occupy the Premises,  does not violate any covenants or  restrictions of record,
or any applicable building code, regulation or ordinance In effect on such Lease
term  commencement  date. In the event It is  determined  that this warranty has
been  violated,  then it shall be the  obligation  of the Lessor,  after written
notice from Lessee, to promptly, at Lessor's sole cost and expense,  rectify any
such  violation.  In the event Lessee does not give to Lessor  written notice of
the  violation of this  warranty  within six months from the date that the Lease
term commences,  the correction of same shall be the obligation of the Lessee at
Lessee's sole cost. The warranty  contained in this paragraph 6.2(a) shall be of
no force or effect if,  prior to the date of this Lease.  Lessee was an owner or
occupant  of the  Premises  and, In such event,  Lessor  shall  correct any such
violation at Lessee's sole cost.

                   (b) Except as provided in  paragraph  6.2(a)  Lessee shall at
Lessee's  expense,  promptly  comply with all applicable  statutes,  ordinances,
rules,   regulations,   orders,   covenants  and  restrictions  of  record,  and
requirements of any fire insurance underwriters or rating bureaus, now in effect
or which may hereafter come into effect, whether or not they reflect a change in
policy from that now  existing,  during the term or any part of the term hereof,
relating in any manner to the Premises and the  occupation  and use by Lessee of
the Premises and of the Common Areas. Lessee shall not use nor permit the use of
the Premises or the Common Areas in any manner that will tend to create waste or
a nuisance or shall tend to disturb other occupants of the Industrial Center.

         6.3 Condition of Premises

                  (a) Lessor shall deliver the Premises to Lessee clean and free
of  debris  on  the  Lease  commencement  date  (unless  Lessee  is  already  in
possession)  and  Lessor  warrant to Lessee  that the  plumbing,  lighting,  air
conditioning,  heating,  and  loading  doors  in the  Premises  shall be in good
operating  condition  on the Lease  commencement  date.  In the event that it is
determined that this warranty has been violated, then it shall be the obligation
of Lessor,  after  receipt of written  notice  from  Lessee  selling  forth with
specificity  the nature of the  violation,  to promptly,  at Lessor's sole cost,
rectify such violation,  Lessee's  failure to give such written notice to Lessor
within one  hundred-eighty  (180) days after the Lease  commencement  date shall
cause the conclusive  presumption  that Lessor has complied with all of Lessor's
obligations hereunder.  The warranty contained in this paragraph 6.3(a) shall be
of no force or effect if prior to the date of this Lease, Lessee was an owner or
occupant of the Premises:

                   (b) Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises in their  condition  existing as of the Lease  commencement
date or the date that Lessee  takes  possession  of the  Premises,  whichever is
earlier,  subject to all applicable  zoning,  municipal,  county and state laws,
ordinances and regulations governing and regulating the use of the Premises, and
any covenants or restrictions of record,  and accepts this Lease subject thereto
and to all matters disclosed thereby and by any exhibits attached hereto. Lessee
acknowledges that neither Lessor nor Lessor's agent has made any  representation
or  warranty as to the future  suitability  of the  Premises  for the conduct of
Lessee's business.

7. Maintenance, Repairs, Alterations and Common Area Services.

         7.1  Lessor's  Obligations.  Subject to the  provisions  of  paragraphs
4.2(Operating  Expenses),  6 (Use), 7.2 (Lessee's  Obligations) and 9 (Damage or
Destruction) and except for damage caused by any negligent or intentional act or
omission of Lessee,  Lessee's  employees,  suppliers,  shippers,  customers,  or
invitees,  in which event Lessee shall  repair the damage.  Lessor,  at Lessor's
expense,  subject to reimbursement pursuant to paragraph 4.2, shall keep in good
condition and repair the foundations,  exterior walls,  structural  condition or
interior bearing walls,  and roof of the Premises,  as well as the parking lots,
walkways, driveways, landscaping, fences, signs and utility installations of the
Common Areas and all parts thereof,  as well as providing the services for which
there is an Operating  Expense  pursuant to paragraph  4.2.  Lessor,  shall not,
however,  be  obligated  to paint the  exterior or interior  surface of exterior
walls,  nor shall  Lessor be required to  maintain,  repair or replace  windows,
doors,  or plate glass of the Premises.  Lessor shall have no obligation to make
repairs  under this  paragraph  7.1 until a  reasonable  time  after  receipt of
written notice from Lessee of the need for such repairs. Lessee expressly waives
the benefits of any statute now or  hereafter  in effect  which would  otherwise
afford Lessee the right to make repairs at Lessor's expense or to terminate this
Lease because of Lessor's failure to keep the Premises in good order,  condition
and repair. Lessor shall not be liable for damages or loss of any kind or nature
by reason of  Lessor's  failure to furnish any Common  Area  Services  when such
failure is caused by accident,  breakage,  repairs,  strikes,  lockout, or other
labor  disturbances  or disputes of any character,  or by any other cause beyond
the reasonable control of Lessor.

         7.2 Lessee's Obligations.

                  (a)  Subject  to the  provisions  of  paragraphs  6 (Use)  7.1
(Lessor's  Obligations),  and 9 (Damage or  Destruction),  Lessee,  at  Lessee's
expense,  shall keep in good order,  condition and repair the Premises and every
part thereof (whether or not the damaged portion of the Premises or the means or
repairing the same are  reasonably or readily  accessible to Lessee)  including,
without limiting the generality of the foregoing,  all fixtures,  interior walls
and interior surfaces of exterior walls, ceilings, within the Premises.

                   (b) If Lessee  fails to perform  Lessee's  obligations  under
this paragraph 7.2 or under any other paragraph of this Lease,  Lessor may enter
upon the Premises  after ten (10) days prior written notice to Lessee (except in
the case of  emergency,  in which no notice  shall be  required),  perform  such
obligations on Lessee's behalf and put the Premises in good order, condition and
repair,  and the cost thereof together with interest thereon at the maximum rate
then  allowable  by law shall be due and  payable as  additional  rent to Lessor
together with Lessee's next Base Rent Installment.

                  (c) On the  last  day of the  term  hereof,  or on any  sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as received,  ordinary  wear and tear  excepted,  clean and free of debris.  Any
damage or  deterioration  of the Premises shall not be deemed  ordinary wear and
tear if the same could have been prevented by good maintenance practices. Lessee
shall  repair any  damage to the  Premises  occasioned  by the  installation  or
removal of Lessee's trade  fixtures,  alterations,  furnishings,  and equipment.
Notwithstanding  anything to the contrary otherwise stated in this Lease, Lessee
shall  leave the air  lines,  power  panels,  electrical  distribution  systems,
lighting fixtures, space heaters, air conditioning,  plumbing and fencing on the
Premises in good operating condition.

         7.3 Alterations and Additions.

                  (a) Lessee shall not,  without  Lessor's prior written consent
make any alterations,  improvements,  additions, or Utility installations in, on
or about the  Premises,  or the  Industrial  Center,  except  for  nonstructural
alterations to the Premises not exceeding $2,500 in cumulative costs, during the
term of this  Lease.  In any  event,  whether  or not in  excess  of  $2,500  in
cumulative  cost,  Lessee shall make no change or  alteration to the exterior of
the Premises nor the exterior of the Building nor the Industrial  Center without
Lessor's prior written consent.  As used in this paragraph 7.3 the term "Utility
Installation" shall mean carpeting,  window coverings,  air lines, power panels,
electrical   distribution  systems,   lighting  fixtures,   space  heaters,  air
conditioning,  plumbing, and fencing.  Lessor may require that Lessee remove any
or all of said alterations,  improvements, additions or Utility Installations at
the
                                      -2-
<PAGE>
expiration of the term,  and restore the Premises and the Industrial  Center
to their  prior  condition.  Lessor may  require  Lessee to provide  Lessor,  at
Lessee's sole cost and expense, a lien and completion bond in an amount equal to
one and one-half times the estimated cost of such improvements, to insure Lessor
against any  liability  for  mechanic's  and  materialmen's  liens and to insure
completion  of the  work.  Should  Lessee  make any  alterations,  improvements,
additions or Utility  Installations without the prior approval of Lessor, Lessor
may, at any time during the term of this Lease,  require that Lessee  remove any
or all of the same.

                  (b)  Any  alterations,   improvements,  additions  or  Utility
Installations  in or about the  Premises  or the  Industrial  Center that Lessee
shall  desire to make and which  requires  the  consent of the  Lessor  shall be
presented to Lessor in written form,  with proposed  detailed  plans.  If Lessor
shall give its  consent,  the consent  shall be deemed  conditioned  upon Lessee
acquiring  a  permit  to do  so  from  appropriate  governmental  agencies,  the
furnishing of a copy thereof to Lessor prior to the commencement of the work and
the  compliance  by  Lessee of all  conditions  of said  permit in a prompt  and
expeditious manner.

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

                  (d)  All  alterations,  improvements,  additions  and  Utility
Installations (not including trade fixtures of Lessee), which may be made on the
Premises,  shall be the  property  of the  Lessor and shall  remain  upon and be
surrendered with the Premises at the expiration of the Lease term, unless Lessor
requires  their  removal  pursuant  to  paragraph  7.3(a).  Notwithstanding  the
provisions of this paragraph  7.3(d).  Lessee's  machinery and equipment,  other
than that which is affixed to the Premises so that it cannot be removed  without
material  damage to the Premises,  and other than Utility  Installations,  shall
remain  the  property  of Lessee  and may be  removed  by lessee  subject to the
provisions of paragraph 7.2.

         7.4  Utility  Additions.  Lessor  reserves  the right to install new or
additional utility  facilities  throughout the Building and the Common Areas for
the benefit of lessor or Lessee,  or any other Lessee of the Industrial  Center,
including but not by way of limitation,  such utilities as plumbing,  electrical
systems,  security  systems,  communication  systems,  and fire  protection  and
detection systems,  so long as such installations do not unreasonably  interfere
with Lessee's use of the Premises.

8. Insurance; Indemnity.

         8.1 Liability  Insurance--Lessee.  Lessee shall,  at Lessee's  expense,
obtain  and keep in force  during  the term of the  Lease a policy  of  Combined
Single Limit Bodily Injury and Property  Damage  Insurance  Insuring  Lessee and
Lessor against any liability arising out of the use, occupancy or maintenance of
the Premises and the Industrial Center. Such insurance shall be in an amount not
less that  $500,000.00  per occurrence.  The policy shall insure  performance by
Lessee  of the  indemnity  provisions  of the  paragraph  8. The  limits of said
insurance shall not, however, limit the liability of Lessee hereunder.

         8.2 Liability Insurance--Lessor.  Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined  Single Limit  Bodily  Injury
and Property Damage  Insurance,  Insuring  Lessor,  but not Lessee,  against any
liability  arising out of the  ownership,  use,  occupancy or maintenance of the
Industrial Center in an amount not less that $500,000.00 per occurrence.

         8.3  Property  Insurance.  Lessor shall obtain and keep in force during
the term of this Lease a policy or policies of Insurance covering loss or damage
to the  Industrial  Center  Improvements,  but not Lessee's  personal  property,
fixtures, equipment or tenant improvements,  in an amount not to exceed the full
replacement  value thereof,  as the same may exist from time to time,  providing
protection  against  all  perils  included  within the  classification  of fire,
extended coverage,  vandalism,  malicious mischief,  flood (In the event same is
required by a lender having a lien on the  Premises),  special  extended  perils
("all  risk,"  as such  term is used in the  Insurance  Industry),  plate  glass
insurance  and such other  Insurance  as Lessor  deems  advisable.  In addition,
Lessor shall obtain and keep in force,  during the term of this Lease,  a policy
of rental value  insurance  covering a period of one year,  with loss payable to
lessor, which Insurance shall also cover all Operating Expenses for said period.

         8.4  [deleted]

         8.5  Insurance  Policies.  Insurance  required  hereunder  shall  be in
companies holding a "General  Policyholders  Rating" of at lease 8 plus, or such
other rating as may be required by a lender  having a lien on the  Premises,  as
set forth in the most current Issue of "Bosl's  Insurance  Guide."  Lessee shall
not do or  permit to be done  anything  which  shall  Invalidate  the  Insurance
policies  carried by Lessor.  Lessee shall deliver to Lessor copies of liability
Insurance  policies required under paragraph 8.1 or certificates  evidencing the
existence  and  amounts  of such  Insurance  within  seven  (7) days  after  the
commencement  date of this Lease.  No such policy shall be cancelable or subject
to  reduction  of coverage or other  modification  except after thirty (30) days
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the  expiration  of such  polices,  furnish  Lessor with  renewals or  "binders"
thereof.

         8.6 Waiver of  Subrogation.  Lessee and Lessor each hereby  release and
relieve the other,  and waive their entire  right of recovery  against the other
for loss or damage  arising  out of or Incident  to the perils  insured  against
which perils occur in, on, or about the Premises,  whether due to the negligence
of Lessor or Lessee ro their agents,  employees,  contractors  and/or  invitees.
Lessee and Lessor  shall,  upon  obtaining  the policies of  Insurance  required
hereunder,  give notice to the Insurance  carrier or carriers that the foregoing
mutual waiver of subrogation is contained in this Lease.

         8.7 Indemnity. Lessee shall Indemnify and hold harmless Lessor from and
against any and all claims arising from Lessee's manner of use of the Industrial
Center, or from the conduct of Lessee's  business or from any activity,  work or
things  done,  permitted  or  suffered  by Lessee in or about  the  Premises  or
elsewhere and shall further Indemnify and hold harmless. Lessor from and against
any and all claims arising from any breach or default in the  performance of any
obligation  on Lessee's  part to be  performed  under the terms of this Lease or
arising  from  any  act or  omission  of  Lessee,  or any  of  Lessee's  agents,
contractors,  or  employees,  and from and against all costs,  attorney's  fees,
expenses and liabilities Incurred in the defense of any such claim or any action
or proceeding  brought thereon,  and in case any action or proceeding be brought
against Lessor by reason of any such claim. Lessee upon notice from Lessor shall
defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor
and Lessor shall  cooperate with Lessee in such defense.  Lessee,  as a material
part of the  consideration  to  Lessor,  hereby  assumes  all risk of  damage to
property of Lessee or injury to persons, in, upon or about the Industrial Center
arising from any cause and Lessee  hereby  waives all claims in respect  thereof
against Lessor.

         8.8  Exemption  of Lessor from  Liability.  Lessee  hereby  agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods,  wares,  merchandise  or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the Premises or the Industrial  Center, nor shall Lessor be liable for injury to
the person of Lessee,  Lessee's employees,  agents or contractors,  whether such
damage or injury is caused by or results  from fire,  steam,  electricity,  gas,
water or rain, or from breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances,  plumbing, air conditioning or lighting fixtures,
or from any other cause,  whether said damage or Injury results from  conditions
arising upon the Premises or upon other  portions of the Industrial  Center,  or
from other sources or places and  regardless of whether the cause of such damage
or injury or the means of repairing the same is Inaccessible  to Lessee.  Lessor
shall not be liable for any damages arising from any act or neglect of any other
Lessee,  occupant  or user of the  Industrial  Center,  nor from the  failure of
Lessor to enforce the provisions of any other lease of the Industrial Center.

9. Damage or Destruction.

         9.1 Definitions.

                  (a) "Premises  Partial  Damage" shall mean if the Premises are
damaged or  destroyed  to the extent  that the cost of repair is less than fifty
percent of the then replacement cost of the Premises.
                                      -3-
<PAGE>
                  (b) "Premises  Total  Destruction"  shall mean if the Premises
are damaged or destroyed to the extent that the cost of repair is fifty  percent
or more of the then replacement cost of the Premises.

                  (c)  "Premises  Building  Partial  Damage"  shall  mean if the
Building of which the  Premises are a part is damaged or destroyed to the extent
that the cost to repair is less than fifty percent of the then  replacement cost
of the Building.

                  (d) "Premises  Building Total  Destruction"  shall mean if the
Building of which the  Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent or more of the then replacement cost of
the Building.

                  (e)  "Industrial  Center  Buildings"  shall  mean  all  of the
buildings on the Industrial Center site.

                  (f) "Industrial Center Buildings Total Destruction" shall mean
if the Industrial  Center  Buildings are damaged or destroyed to the extent that
the cost of repair is fifty percent or more of the then  replacement cost of the
Industrial Center Buildings.

                  (g) "Insured Loss" shall mean damage or destruction  which was
caused by an  extent  required  to be  covered  by the  Insurance  described  in
paragraph  8. The fact that an Insured  Loss has a  deductible  amount shall not
make the loss an uninsured loss.

                  (h)  "Replacement   Cost"  shall  mean  the  amount  of  money
necessary  to be spent in order to repair or  rebuild  the  damaged  area to the
condition that existed  immediately prior to the damage occurring  excluding all
improvements made by Lessees.

         9.2 Premises Partial Damage; Premises Building Partial Damage.

                  (a) Insured Loss:  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time  during the term of this Lease there is damage  which is
an Insured  Loss and which  falls  into the  classification  of either  Premises
partial  Damage or Premises  Building  Partial  Damage,  then Lessor  shall,  at
Lessor's expense, repair such damage to the Premises, but not Lessee's fixtures,
equipment or tenant improvements,  as soon as reasonably possible and this Lease
shall continue in full force and effect.

                  (b) Uninsured  Loss:  Subject to the  provisions of paragraphs
9.4 and 9.5, if at any time during the term of this Lease there is damage  which
is not an Insured  Loss and which falls  within the  classification  of Premises
Partial Damage or Premises Building Partial Damage, unless caused by a negligent
or  willful  act of Lessee (In which  event  Lessee  shall  make the  repairs at
Lessee's expense), which damage prevents Lessee from using the Premises,  Lessor
may at  Lessor's  option  either (l) repair  such  damage as soon as  reasonably
possible at Lessor's  expense,  In which event this Lease shall continue in full
force and effect,  or (il) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's  intention to cancel
and terminate this Lease as of the date of the occurrence of such damage. In the
event  Lessor  elects to give such  notice of Lessor's  intention  to cancel and
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written notice to Lessor of Lessee's intention to
repair such damage at Lessee's expense,  without  reimbursement  from Lessor, in
which event this Lease shall continue in full force and effect, and Lessee shall
proceed to make such repairs as soon as reasonably possible.  If Lessee does not
give such  notice  within such  10-day  period this Lease shall be canceled  and
terminated as of the date of the occurrence of such damage.

         9.3 Premises Total  Destruction;  Premises Building Total  Destruction;
Industrial Center Buildings Total Destruction.

                  (a) Subject to the provisions of paragraphs 9.4 and 9.5, If at
any time during the term of this Lease there is damage,  whether or not it is an
Insured Loss,  and which falls into the  classifications  of either (i) Premises
Total  Destruction,  or (ii)  Premises  Building  Total  Destruction,  or  (iii)
Industrial  Center  Buildings  Total  destruction,  then  Lessor may at Lessor's
option either (i) repair such damage or destruction,  but not Lessee's fixtures,
equipment or tenant  Improvements,  as soon as  reasonably  possible at Lessor's
expense,  and this Lease shall  continue in full force and effect,  or (ii) give
written notice to Lessee within thirty (30) days after the date of occurrence of
such damage of Lessor's  intention to cancel and terminate this Lease,  in which
case  this  Lease  shall  be  canceled  and  terminated  as of the  date  of the
occurrence of such damage.

         9.4 Damage Near End of Term.

                  (a)  Subject to  paragraph  9.4(b),  If at any time during the
last six months of the term of this Lease there is substantial  damage,  whether
or not an Insured  Loss,  which  falls  within the  classification  of  Premises
Partial Damage, Lessor may at Lessor's option cancel and terminate this Lease as
of the date of occurrence of such damage by giving  written  notice to Lessee of
Lessor's  election to do so within 30 days after the date of  occurrence of such
damage.

                  (b) Notwithstanding paragraph 9.4(n), In the event that Lessee
has an option to extend or renew  this  Lease,  and the time  within  which said
option may be exercised has not yet expired,  Lessee shall exercise such option,
if it is to be  exercised  at all,  no later  than  twenty  (20) days  after the
occurrence  of an Insured Loss  falling  within the  classification  of Premises
Partial Damage,  during the last six months of the term of this Lease. If Lessee
duly exercises such option during said twenty (20) day period,  Lessor shall, at
Lessor's expense,  repair such damage, but not Lessee's  fixtures,  equipment or
tenant  improvements,  as soon as  reasonably  possible  and  this  Lease  shall
continue  in full force and  effect.  If Lessee  fails to  exercise  such option
during said twenty (20) day period, then Lessor may at Lessor's option terminate
and cancel  this Lease as of the  expiration  of said  twenty (20) day period by
giving  written  notice to Lessee of Lessor's  election to do so within ten (10)
days after the  expiration of said twenty (20) day period,  notwithstanding  any
term or provision in the grant of option to the contrary.

         9.5 Abatement of Rent; Lessee's Remedies.

                  (a) In the event  Lessor  repairs  or  restores  the  Premises
pursuant to the provisions of this  paragraph 9, the rent payable  hereunder for
the period during which such damage,  repair or restoration  continues  shall be
abated in  proportion  to the degree to which  Lessee's  use of the  Premises is
Impaired.  Except for  abatement  of rent,  if any,  Lessee  shall have no claim
against  Lessor  for  any  damage   suffered  by  reason  of  any  such  damage,
destruction,  repair,  restoration, or shall not finish such restoration as soon
as reasonably possible.

                   (b) If Lessor  shall be  obligated  to repair or restore  the
Premises  under the  provisions of this  paragraph 9 and shall not commence such
repair or  restoration  within  ninety  (90) days  after such  obligation  shall
accrue.  Lessee may at Lessee's option cancel and terminate this Lease by giving
Lessee  written  notice of  Lessee's  election to do so at any time prior to the
commencement  of such  repair or  restoration.  In such event  this Lease  shall
terminate as of the date of such notice.

         9.6  Termination--Advance  Payments.  Upon  termination  of this  Lease
pursuant to this paragraph 9, as equitable  adjustment  shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
theretofore been applied by Lessor.

         9.7 Waiver. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event  shall be governed  by the terms of this  Lease.  10.  Real  Property
Taxes.

10. Real Property Taxes.

         10.1 Payment of Tax Increase. Lessor shall pay the real property tax as
defined in  paragraph  10.3,  applicable  to the  Industrial  Center,  provided,
however,  that Lessee shall pay, In addition to rent, Lessee's Share (as defined
in  paragraph  4.2(a)  of the  amount,  if any,  by which  real  property  taxes
applicable  to the  Premises  increase  over the  fiscal  real  estate  tax year
19  -19  .  Such payment  shall be made by Lessee  within thirty (30) days after
receipt of Lessor's written  statement selling forth the amount of such increase
and the  computation  thereof.  If the  term  of this  Lease  shall  not  expire
concurrently with the expiration of the tax fiscal year,  Lessee's liability for
increased taxes for the partial lease year shall be prorated on an annual basis.

         10.2  Additional  Improvements.  Lessee  shall not be  responsible  for
paying  Lessee's Share of any increase in real property tax specified in the tax
assessor's  records and work sheets as being caused by  additional  improvements
placed  upon  the  Industrial  Center  by other  Lessees  or by  Lessor  for the
exclusive enjoyment of such other Lessees.

         10.3 Definition of "Real Property Tax." As used herein,  the term "real
property tax" shall include any form of real estate tax or assessment,  general,
special, ordinary or extraordinary,  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed on the Industrial  Center or any portion thereof by any
authority  having  the  direct or  indirect  power to tax,  including  any city,
county,  state or federal  government,  or any school,  agricultural,  sanitary,
fire, street,  drainage,  or other improvement  district thereof, as against any
legal or equitable interest of Lessor in the Industrial Center or in any portion
thereof,  as against  Lessor's right to rent or other income  therefrom,  and as
against  Lessor's  business of leasing  the  Industrial  Center.  The term "real
property tax" shall also include any tax, fee, levy, assessment or charge (i) in
substitution of, partially or totally, any tax, fee, levy,  assessment or charge
hereinabove  included  within the definition of "real property tax," or (ii) the
nature  of which  was  hereinbefore  included  within  the  definition  of "real
property  tax," or (iii)  which is imposed  for a service  or right not  charged
prior to June 1, 1978, or, if previously charged,  has been increased since June
1, 1978,  or (iv) which is imposed as a result of a transfer  either  partial or
total of Lessor's  interest in the Industrial  Center or which is added to a tax
or charge  hereinbefore  included  within the definition of real property tax by
reason of such transfer,  or (v) which is imposed by reason of this transaction,
any modifications or changes hereto, or any transfers hereof.

         10.4  Joint  Assessment.  If the  Industrial  Center is not  separately
assessed,  Lessee's  Share  of the  real  property  tax  liability  shall  be an
equitable  proportion  of the  real  property  taxes  for  all of the  land  and
improvements  included  within the tax parcel  assessed,  such  proportion to be
determined by Lessor from the respective  valuations  assigned in the assessor's
work sheets or such other information as may be reasonably  available.  Lessor's
reasonable determination thereof, in good faith, shall be conclusive.

         10.5 Personal Property Taxes.

                  (a) Lessee shall pay prior to  delinquency  all taxes assessed
against and levied upon trade  fixtures,  furnishings,  equipment  and all other
personal  property  of Lessee  contained  in the  Premises  or  elsewhere.  When
possible, Lessee shall cause said trade fixtures, furnishings, equipment and all
other  personal  property to be  assessed  and billed  separately  from the real
property of Lessor.

                  (b)  If  any of  Lessee's  said  personal  property  shall  be
assessed  with  Lessor's  real  property,  Lessee  shall pay to Lessor the taxes
attributable to Lessee within ten (10) days after receipt of a written statement
selling for the taxes applicable to Lessee's property.

11.  Utilities.  Lessee shall pay for all utilities and services supplied to the
Premises, together with any taxes thereon.
                                      -4-
<PAGE>
12. Assignment and Subletting.

         12.1 Lessor's  Consent  Required.  Lessee shall not  voluntarily  or by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber all of any part of Lessee's  interest in the Lease or in the  Premises,
without  Lessor's  prior written  consent,  which Lessor shall not  unreasonably
encumbrance  or  subletting  without  such  consent  shall  be void,  and  shall
constitute  a breach of this Lease  without the need for notice to Lessee  under
paragraph 13.1.

         12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
hereof,  Lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  all of which are referred to as "Lessee  Affiliate,"
provided that before such  assignment  shall be effective  said  assignee  shall
assume, in full, the obligations of Lessee under this Lease. Any such assignment
shall not, in any way,  affect or limit the  liability of Lessee under the terms
of this Lease  even if after such  assignment  or  subletting  the terms of this
Lease are  materially  changed or altered  without  the  consent of Lessee,  the
consent of whom shall not be necessary.

         12.3  Terms  and  Conditions  of  Assignment.  Regardless  of  Lessor's
consent, no assignment shall release Lessee of Lessee's obligations hereunder or
after the primary liability of Lessee to pay the Base Rent and Lessee's Share of
Operating  Expenses,  and to perform all other  obligations  to be  performed by
Lessee  hereunder.  Lessor may accept  rent from any  person  other than  Lessee
pending  approval  or  disapproval  of such  assignment.  Neither a delay in the
approval or  disapproval  of such  assignment  nor the  acceptance of rent shall
constitute  a waiver or estoppel of Lessor's  right to exercise its remedies for
the breach of any of the terms or conditions of this paragraph 12 or this Lease.
Consent  to  one  assignment  shall  not be  deemed  consent  to any  subsequent
assignment.  In the event of default by any assignee of Lessee or any  successor
of Lessee,  in the  performance  of any of the terms hereof,  Lessor may proceed
directly  against  Lessee without the necessity of exhausting  remedies  against
said  assignee.  Lessor may consent to subsequent  assignments  of this lease or
amendments  or  modifications  to this Lease with  assignees of Lessee,  without
notifying Lessee, or any successor of Lessee, and without obtaining its or their
consent thereto and such action shall not relieve Lessee of liability under this
Lease.

         12.4 Terms and  Conditions  Applicable  to  Subletting.  Regardless  of
Lessor's  consent,  the  following  terms  and  conditions  shall  apply  to any
subletting by Lessee of all or any part of the Premises and shall be included in
subleases:

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

                  (b) No sublease  entered  into by Lessee  shall be  reasonably
effective  unless  and until it has been  approved  in  writing  by  Lessor.  In
entering  into any  sublease,  Lessee shall use only such form of sublease as is
satisfactory to Lessor, and once approved by Lessor,  such sublease shall not be
changed or modified without Lessor's prior written consent. Any sublessee shall,
by reason of  entering  into a sublease  under this  Lease,  be deemed,  for the
benefit of Lessor,  to have  assumed  and agreed to conform and comply with each
and  every  obligation  herein  to  be  performed  by  Lessee  other  than  such
obligations as are contrary to or inconsistent  with  provisions  contained in a
sublease to which Lessor has expressly consented in writing.

                  (c)  If  Lessee's  obligations  under  this  Lease  have  been
guaranteed by third  parties,  then a sublease,  and Lessor's  consent  thereto,
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

                  (d) The consent by Lessor to any subletting  shall not release
Lessee from its obligations or alter the primary  liability of Lessee to pay the
rent  and  perform  and  comply  with all of the  obligations  of  Lessee  to be
performed under this Lease.

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

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

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

                  (h) Each and every consent required of Lessee under a sublease
shall also require the consent of Lessor.

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

                  (j) Lessor's written consent to any subletting of the Premises
by Lessee shall not  constitute  an  acknowledgment  that no default then exists
under this Lease of the  obligations  to be  performed  by Lessee nor shall such
consent  be  deemed a waiver  of any then  existing  default,  except  as may be
otherwise stated by Lessor at the time.

                  (k)  With  respect  to any  subletting  to  which  Lessor  has
consented, Lessor agrees to deliver a copy of any notice of default by Lessee to
the sublessee.  Such sublessee  shall have the right to cure a default of Lessee
within  ten (10)  days  after  service  of said  notice  of  default  upon  such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

         12.5  Attorney's  Fees.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then Lessee shall pay Lessor's reasonable attorney's fees incurred in connection
therewith, such attorney's fees not to exceed $350.00 for each such request.

13. Default; Remedies.

         13.1 Default. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

                  (a) The vacating or abandonment of the Premises by Lessee.

                  (b) The  failure by Lessee to make any  payment of rent or any
other payment  required to be made by Lessee  hereunder,  as and when due, where
such failure  shall  continue  for a period of fifteen  (15) days after  written
notice  thereof from Lessor to Lessee.  In the event that Lessor  serves  Lessee
with a Notice  to Pay Rent or Quit  pursuant  to  applicable  Unlawful  Detainer
statutes  such  Notice to Pay Rent or Quit  shall  also  constitute  the  notice
required by this subparagraph.

                  (c) Except as otherwise provided in this Lease, the failure by
Lessee to observe or perform any of the  covenants,  conditions or provisions of
this Lease to be  observed  or  performed  by Lessee,  other than  described  in
paragraph (b) above,  where such failure  shall  continue for a period of thirty
(30) days after written notice thereof from Lessor to Lessee: provided, however,
that if the nature of Lessee's  noncompliance is such that more than thirty (30)
days are reasonably required for its cure, then Lessee shall not be deemed to be
in default if Lessee  commenced such cure within said thirty (30) day period and
thereafter  diligently  prosecutes  such  cure  to  completion.  To  the  extent
permitted  by law,  such thirty (30) day notice  shall  constitute  the sole and
exclusive  notice  required  to be given to  Lessee  under  applicable  Unlawful
Detainer statutes.

                  (d) (i) The  making by Lessee of any  general  arrangement  or
general assignment for the benefit of creditors;  (ii) Lessee becomes a "debtor"
as defined in 11 U.S. C. &101 or any successor  statute thereto (unless,  in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days);  (iii) the  appointment  if a trustee or receiver to take  possession  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days. In the event that any provision of this  paragraph  13.1(d) is contrary to
any applicable law, such provision shall be of no force or effect.

                  (e) The discovery by Lessor that any financial statement given
to Lessor by Lessee,  any  assignee  of Lessee,  any  subtenant  of Lessee,  any
successor  in  interest  of  Lessee  or any  guarantor  of  Lessee's  obligation
hereunder, was materially false.

         13.2  Remedies.  In the event of any such  material  default by Lessee,
Lessor may at any time  thereafter,  with notice and demand and without limiting
Lessor in the exercise of any right or remedy which Lessor may have by reason of
such default:

                  (a) Terminate  Lessee's right to possession of the Premises by
any lawful means,  in which case this Lease and the term hereof shall  terminate
and Lessee shall immediately  surrender possession of the Premises to Lessor. In
any event Lessor  shall be entitled to recover from Lessee all damages  incurred
by Lessor by reason of Lessee's default including,  but not limited to, the cost
of  recovering  possession of the  Premises,  expenses of reletting,  reasonable
attorney's fees, and any real estate commission  actually paid; the worth at the
time of award by the court  having  jurisdiction  thereof of the amount by which
the unpaid rent for the balance of the term after the time of such award exceeds
the amount of such rental loss for the same period that Lessee  proves  could be
reasonably avoided;
                                      -5-
<PAGE>
                  (b) Maintain  Lessee's  right to possession in which case this
Lease  shall  continue  in effect  whether or not Lessee  shall have  vacated or
abandoned the Premises. In such event Lessor shall be entitled to enforce all of
Lessor's  rights and remedies  under this Lease,  including the right to recover
the rent as it becomes due hereunder.

                  (c) Pursue  any other  remedy now or  hereafter  available  to
Lessor under the laws or judicial  decisions  of the state  wherein the Premises
are located.  Unpaid installments of rent and other unpaid monetary  obligations
of Lessee under the terms of this Lease shall bear interest from the date due at
the maximum rate then allowable by law.

         13.3 Default by Lessor.  Lessor shall not be in default  unless  Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty  (30) days after  written  notice by Lessee to Lessor
and to the holder of any first  mortgage or deed of trust  covering the Premises
whose  name and  address  shall have  theretofore  been  furnished  to Lessee in
writing,  specifying  wherein  Lessor  has failed to  perform  such  obligation;
provided,  however,  that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for  performance  then Lessor shall not be in
default if Lessor commences  performance  within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.

         13.4 Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee to Lessor of Base Rent,  Lessee's  Share of  Operating  Expenses or other
sums due  hereunder  will cause Lessor to incur costs not  contemplated  by this
Lease, the exact amount of which will be extremely difficult to ascertain.  Such
costs include,  but are not limited to, processing and accounting  charges,  and
late  charges  which may be  imposed on Lessor by the terms of any  mortgage  or
trust deed covering the Industrial  Center.  Accordingly,  if any Installment of
Base Rent,  Operating  Expenses,  or any other sum due from Lessee  shall not be
received by Lessor or Lessor's  designee with twenty (20) days after such amount
shall be due, then,  without any requirement for notice to Lessee,  Lessee shall
pay to Lessor a large  charge equal to 4% of such  overdue  amount.  The parties
hereby  agree  that such late  charge  shall in no even  constitute  a waiver of
Lessee's  default with respect to such overdue  amount,  nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14.  Condemnation.  If the  Premises  or any portion  thereof of the  Industrial
Center are taken under the power of eminent domain,  or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease  shall  terminate  as to the part so  taken as of the date the  condemning
authority takes title or possession,  whichever  first occurs.  If more than ten
percent of the floor area of the Premises,  or more than twenty-five  percent of
that portion of the Common Areas designated as parking for the Industrial Center
is taken by  condemnation,  Lessee may, at Lessee's  option,  to be exercised in
writing only within ten (10) days after  Lessor shall have given Lessee  written
notice of such  taking (or in the absence of such  notice,  within ten (10) days
after the condemning authority shall have taken possession) terminate this Lease
as of the date the condemning authority take such possession. If Lessee does not
terminate this Lease. In accordance with the foregoing,  this Lease shall remain
in full force and effect as to the portion of the Premises remaining except that
the rent shall be reduced in the proportion  that the floor area of the Premises
taken bears to the total floor area of the Premises.  No reduction of rent shall
occur if the only area taken is that which  does not have the  Premises  located
thereon.  Any award for the taking of all or any part of the Premises  under the
power of eminent domain or any payment made under threat of the exercise of such
power  shall be the  property  of Lessor,  whether  such award  shall be made as
compensation  for  diminution in value of the leasehold or for the taking of the
fee, or as severance damages;  provided,  however, that Lessee shall be entitled
to any award for loss of or damage to  Lessee's  trade  fixtures  and  removable
personal  property.  In the event that this Lease is not terminated by reason of
such  condemnation,  Lessor shall to the extent of severance damages received by
Lessor in connection with such  condemnation,  repair any damage to the Premises
cause by such condemnation  except to the extent that Lessee has been reimbursed
therefor by the condemning  authority.  Lessee shall pay any amount in excess of
such severance damages required to complete such repair.

15. Broker's Fee.

         (a) Upon  execution of this Lease by both parties,  Lessor shall pay to
Johnson  Commercial  Real  Estate,  Inc.,  Bob  Deninger/Dean  Busk  and  Lee  &
Associates (Marc Pierce).  Licensed real estate broker(s), a fee as set forth in
a separate agreement between Lessor and said broker(s), or in the event there is
no separate agreement between Lessor and said broker(s),  the sum of $33,929.28,
or brokerage services rendered by said broker(s) to Lessor in this transaction.

         (b) Lessor  further  agrees that if Lessee  exercises  any  Option,  as
defined in paragraph  39.1 of this Lease,  which is granted to Lessee under this
Lease, or any subsequently  granted option which is substantially  similar to an
Option granted to Lessee under this Lease,  or if Lessee  acquires any rights to
the Premises or other premises  described in this Lease which are  substantially
similar to what  Lessee  would have  acquired  had an Option  herein  granted to
Lessee been exercised,  or if Lessee remains in possession of the Premises after
the  expiration  of the term of this Lease  after  having  failed to exercise an
Option,  or if said broker(s) are the procuring cause of any other lease or sale
entered into between the parties  pertaining  to the  Premises  and/or  adjacent
property in which Lessor has an interest,  then as to any of said  transactions,
Lessor shall pay said  broker(s) a fee in accordance  with the scheduled of said
broker(s) in effect at the time of execution of this Lease.

         (c) Lessor agrees to pay said fee not only on behalf of Lessor but also
on behalf of any person,  corporation,  association,  or other entity  having an
ownership  interest in said real property or any part thereof,  when such fee is
due hereunder.  Any transferee of Lessor's interests in this Lease, whether such
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's  obligation under this paragraph 15. Said broker shall be a third party
beneficiary of the provisions of this paragraph 15.

16. Estoppel Certificate.

         (a) Each party (as "responding  party") shall at any time upon not less
than ten (10) days'  prior  written  notice  from the other  party  ("requesting
party") execute,  acknowledge and deliver to the requesting party a statement in
writing  (i)  certifying  that this  Lease is  unmodified  and in full force and
effect (or, if modified,  stating the nature of such modification and certifying
that this Lease,  as so  modified,  is in full force and effect) and the date to
which  the  rent  and  other  charges  are  paid in  advance.  If any,  and (ii)
acknowledging  that there are not,  to the  responding  partys'  knowledge,  any
uncured  defaults  on the  part of the  requesting  party,  or  specifying  such
defaults if any are claimed.  Any such statement may be conclusively relied upon
by any prospective  purchaser or encumbrancer of the Premises or of the business
of the requesting party.

         (b) At the requesting  party's option, it shall be conclusive upon such
party  that (i) this  Lease is in full force and  effect,  without  modification
except as may be represented by the requesting  party, (ii) there are no uncured
defaults  in the  requesting  party's  performance,  and  (iii) if Lessor is the
requesting party, not more than one month's rent has been paid in advance.

         (c) If Lessor  desires to finance,  refinance,  or sell the  Industrial
Center,  or any part  thereof,  Lessee hereby agrees to deliver to any lender or
purchaser  designated  by Lessor such  financial  statements of Lessee as may be
reasonably  required by such lender or purchaser.  Such statements shall include
the past two (2)  years  financial  statements  of  Lessee.  All such  financial
statements  shall  be  received  by  Lessor  and such  lender  or  purchaser  in
confidence and shall be used for the purposes herein set forth.

17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean only the
owner  or  owners,  at the time in  question,  of the fee  title  or a  Lessee's
interest in a ground  lease of the  Industrial  Center,  and except as expressly
provided  in  paragraph  15,  in the  event  of any  transfer  of such  title or
interest,  Lessor herein named (and in case of any subsequent transfers then the
grantor)  shall be  relieved  from and  after the date of such  transfer  of all
liability as respects Lessor's obligations thereafter to be performed,  provided
that any funds in the hands of  Lessor or the then  grantor  at the time of such
transfer,  in which Lessee has an  interest,  shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid,  be binding on Lessor's successors and assigns,  only during their
respective period of ownership.

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

19. [deleted]

20. Time of Essence.  Time is of the essence with respect to the  obligations to
be performed under this Lease.

21. Additional Rent. All monetary  obligations of Lessee under the terms of this
Lease,  including  but not limited to Lessee's  Share of Operating  Expenses and
Insurance and tax expenses payable shall be deemed to be rent.

22.  Incorporation  of Prior  Agreements;  Amendments.  This Lease  contains all
agreements of the parties with respect to any matter mentioned  herein. No prior
or  contemporaneous  agreement or  understanding  pertaining  to any such matter
shall be effective.  This Lease may be modified in writing  only,  signed by the
parties in interest at the time of the modification.  Except as otherwise states
in this lease,  Lessee hereby  acknowledges  that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to lessee relative to the condition or use
by Lessee of the Premises or the Industrial Center and Lessee  acknowledges that
Lessee assumes all responsibility  regarding the Occupational Safety Health Act,
the legal use and  adaptability of the Premises and the compliance  thereof with
all  applicable  laws and  regulations  in effect  during the term of this Lease
except as otherwise specifically stated in this Lease.

23. Notices.  Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified mail, and if given
personally or by mail, shall be deemed sufficiently given if addressed to Lessee
or to Lessor at the address noted below the signature of the respective parties,
as the case may be.  Either party may by notice to the other specify a different
address for notice purposes  except that upon Lessee's taking  possession of the
Premises,  the Premises shall constitute Lessee's address for notice purposes. A
copy of all notices  required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate by notice to Lessee.
                                      -6-
<PAGE>
24.  Waivers.  No waiver by Lessor  or any  provision  hereof  shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by Lessee of
the same or any other  provision.  Lessor's  consent to, or approval of, any act
shall not be deemed to render  unnecessary the obtaining of Lessor's  consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding  breach by Lessee or any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  Lessor's  knowledge  of such  preceding  breach  at the  time of
acceptance of such rent.

25.  Recording.  Either  Lessor or Lessee  shall,  upon  request  of the  other,
execute,  acknowledge  and  deliver to the other a of this  Lease for  recording
purposes.

26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part  thereof  after the  expiration  of the term  hereof,  such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, but all Options,  if any, granted
under the terms of this Lease  shall be deemed  terminated  and be of no further
effect during said month to month tenancy.

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

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect;  Choice of Law. Subject to any provisions hereof restricting
assignment or  subletting  by Lessee and subject to the  provisions of paragraph
17,  this  Lease  shall  bind  the  parties,  their  personal   representatives,
successors  and  assigns.  This Lease shall be governed by the laws of the State
where the Industrial Center is located and any litigation  concerning this Lease
between  the  parties  hereto  shall be  initiated  in the  county  in which the
Industrial Center is located.

30. Subordination.

         (a) This Lease,  and any Option  granted  hereby,  at Lessor's  option,
shall be subordinate to any ground lease, mortgage,  deed of trust, or any other
hypothecation or security now or hereafter placed upon the Industrial Center and
to any and  all  advances  made on the  security  thereof  and to all  renewals,
modifications,    consolidations,    replacements,   and   extensions   thereof.
Notwithstanding  such  subordination,  Lessee's right to quiet possession of the
Premises  shall not be  disturbed  if Lessee  is not in  default  and so long as
Lessee shall pay the rent and observe and perform all of the  provisions of this
Lease,  unless this Lease is otherwise  terminated pursuant to its terms. If any
mortgages,  trustee  or ground  Lessor  shall  elect to have this  Lease and any
Options  granted  hereby  prior  to the lien of its  mortgage,  deed of trust or
ground lease,  and shall given written notice thereof to Lessee,  this Lease and
such  Options  shall be deemed prior to such  mortgage,  deed of trust or ground
lease,  whether this lease or such Options are dated prior or  subsequent to the
date of said  mortgage,  deed of trust or ground  lease or the date of recording
thereof.

         (b) Lessee  agrees to execute any  documents  required to effectuate an
attornment,  a subordination  or to make this Lease or any Option granted herein
prior to the lien of any mortgage,  deed of trust or ground  lease,  as the case
may be. Lessee's failure to execute such documents within ten (10) business days
after written demand shall constitute a default by Lessee hereunder with further
notice to Lessee or, at Lessor's option,  Lessor shall execute such documents on
behalf  of  Lessee  as  Lessee's  attorney-in-fact.  Lessee  does  hereby  make,
constitute and irrevocably  appoint Lessor as Lessee's  attorney-in-fact  and in
Lessee's name,  place and stead,  to execute such  documents in accordance  with
this paragraph 30(b).

31.  Attorney's  Fees.  If either party or the  broker(s)  named herein bring an
action to enforce the terms hereof or declare rights  hereunder,  the prevailing
party  in any  such  action,  on  trial or  appeal,  shall  be  entitled  to his
reasonable attorney's fees to be paid by the losing party as fixed by the court.
The provisions of this paragraph  shall inure to the benefit of the broker named
herein who seeks to enforce a right hereunder.

32.  Lessor's  Access.  Lessor and Lessor's agents shall have the right to enter
the  Premises  at  reasonable  times for the  purposes of  inspecting  the same,
showing the same to prospective purchasers, lenders, or lessees, and making such
alterations,  repairs,  improvements  or  additions  to the  Premises  or to the
Industrial  Center as Lessor may deem necessary or desirable.  Lessor may at any
time place on or about the  Premises or the  Building  any  ordinary  "For Sale"
signs and Lessor at any time during the last 120 days of the term  hereof  place
on or about the Premises any  ordinary  "For Lease"  signs.  All  activities  of
Lessor pursuant to this paragraph shall be without  abatement of rent, nor shall
Lessor have any liability to Lessee for the same.

33.  Auctions.  Lessee shall not  conduct,  nor permit to be  conducted,  either
voluntarily or involuntarily,  any auction upon the Premises of the Common Areas
without first having obtained  Lessor's prior written  consent.  Notwithstanding
anything  to the  contrary  in this  Lease,  Lessor  shall not be  obligated  to
exercise any standard of  reasonableness  in  determining  whether to grant such
consent.  33.  Signs.  Lessee  shall not place any sign upon the Premises or the
Industrial Center without Lessor's prior written consent. Under no circumstances
shall Lessee place a sign on any roof of the Industrial Center.

34. Signs.  Lessee shall not place any sign upon the premises or the  Industrial
Center without  Lessor's prior written  concent.  Under no  circumstances  shall
Lessee place a sign on any roof of the Industrial Center.

35.  Merger.  The  voluntary or other  surrender  of this Lease by Lessee,  or a
mutual  cancellation  thereof,  or a  termination  by  Lessor,  shall not work a
merger,  and  shall at the  option  of  Lessor,  terminate  all or any  existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36. Consents. Except for paragraph 33 hereof, wherever in this Lease the consent
of one party is required to an act of the other party such consent  shall not be
unreasonably withheld or delayed.

37.  Guarantor.  In the event  that there is a  guarantor  of this  Lease,  said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants,  conditions and provisions on Lessee's part
to be observed and performed  hereunder,  Lessee shall have quiet  possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease.  The individuals  executing this Lease on behalf of Lessor  represent and
warrant  to  Lessee  that they are  fully  authorized  and  legally  capable  of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Industrial Center.

39. Options.

         39.1  Definition.  As used in this  paragraph the word "Option" has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to renew  this  Lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (2) the  option  or right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other space within the  Industrial  Center or other property of
Lessor or the right of first offer to lease other  space  within the  Industrial
Center or other  property  of Lessor;  (3) the right or option to  purchase  the
Premises or the Industrial Center, or the right of first refusal to purchase the
Premises or the Industrial  Center,  or the right of first offer to purchase the
Premises or the  Industrial  Center,  or the right or option to  purchase  other
property of Lessor,  or the right of first refusal to purchase other property of
Lessor or the right of first offer to purchase other property of Lessor.

         39.2 Options  Personal.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who does so without  the  intent of  thereafter
assigning this Lease or subletting the Premises or any portion thereof,  and may
not be exercised  or be assigned,  voluntarily  or  involuntarily,  by or to any
person or entity other than  Lessee,  provided,  however,  that an Option may be
exercised by or assigned to any lesse  Affiliate as defined in paragraph 12.2 of
this lease. The Options,  if any, herein granted to Lessee are not assignable to
separate  and part from this Lease,  nor may any Option be  separated  from this
Lease in any manner, either by reservation or otherwise.

         39.3  Multiple  Options.  In the event  that  Lessee  has any  multiple
options to extend or renew this Lease a later option cannot be exercised  unless
the prior option to extend or renew this Lease has been so exercised.

         39.4 Effect of Default on Options.

                  (a)  Lessee  shall  have  no  right  to  exercise  an  Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the time  commencing  from the date  Lessor  gives to Lessee a notice of default
pursuant to paragraph 13.1(b) or 13.1(c ) and continuing until the noncompliance
alleged in said  notice of default is cured,  or (ii)  during the period of time
commencing on the date after a monetary  obligation to Lessor is due from Lessee
and unpaid  (without any necessity for notice  thereof to Lessee) and continuing
until the  obligation  is paid,  or (iii) at any time  after an event of default
described in paragraphs  13.1(a),  13.1(d), or 13.1(e) (without any necessity of
Lessor to give  notice of such  default  to  Lessee)  or (iv) in the event  that
Lessor has given to Lessee  three or more  notices of  default  under  paragraph
13.1(b) or paragraph 13.1(c),  whether or not the defaults are cured, during the
12 month period of time  immediately  prior to the time that Lessee  attempts to
exercise the subject Option.

                  (b) The period of time within an Option may be exercised shall
not be  extended or  enlarged  by reason of  Lessee's  inability  to exercise an
Option because of the provisions of paragraph 38.4(n).

                  (c) All  rights of Lessee  under the  provisions  of an Option
shall terminate and be of no further force or effect,  notwithstanding  Lessee's
due and timely  exercise of the Option,  if, after such  exercise and during the
term of this Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation of
Lessee for a period of thirty (30) days after such obligation  becomes due (with
any necessity of Lessor to give notice thereof to Lessee),  or (ii) Lessee fails
to commence to cure a default  specified in paragraph 13.1(c) within thirty (30)
days after the date that Lessor gives  notice to Lessee of such  default  and/or
Lessee fails  thereafter to diligently  prosecute  said cure to  completion,  or
(iii) Lessee  commits a default  described in  paragraphs  13.1 (a),  13.1(d) or
13.1(e)  (without  any  necessity  of Lessor to give  notice of such  default to
Lessee),  or (iv) Lessor gives to Lessee three or more notices of default  under
paragraph  13.1(b),  or  paragraph  13.19(c)),  whether or not the  defaults are
cured.

40.  Security  Measures.  Lessee hereby  acknowledges  that Lessor shall have no
obligation  whatsoever to provide guard service or other  security  measures for
the  benefit of the  Premises  or the  Industrial  Center.  Lessee  assumes  all
responsibility  for the protection of Lessee,  its agents,  and invitees and the
property  of Lessee  and of  Lessee's  agents  and  invitees  from acts of third
parties.
                                      -7-
<PAGE>
41. Easements.  Lessor reserves to itself the right, from time to time, to grant
such easement,  rights and dedications that Lessor deems necessary or desirable,
and to cause the  recordation of Parcel Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned  documents  upon  request  of Lessor  and  failure to do so shall
constitute  a  material  default of this  Lease by Lessee  without  the need for
further notice to Lessee.

42.  Performance  Under  Protest.  If at any time a amount or sum of money to be
paid by  provisions  hereof,  the party  against whom the  obligation to pay the
money is shall have the right to make  payment  under  protest and such  payment
shall not be regarded as a voluntary payment,  and there shall survive the right
on the part of said party to institute suit for recovery of such sum if it shall
be adjudged that there was no legal  obligation on the part of said party to pay
such sum or any part  thereof,  said party shall be recover  such sum or so much
thereof  as it was not  legally  required  to pay under the  provisions  of this
Lease.

43.  Authority.  If  Lessee is a  corporation,  trust,  or  general  or  limited
partnership,  each  individual  executing  this  Lease on behalf of such  entity
represents and warrants that he or she is duly authorized to execute and deliver
this  Lease on behalf of said  entity.  If  Lessee  is a  corporation,  trust or
partnership,  Lessee  shall,  within  thirty (30) days after  execution  of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict.  Any conflict between the printed provisions of this Lease and the
typewritten  or  handwritten  provisions,  if any,  shall be  controlled  by the
typewritten or handwritten provisions.

45. Offer.  Preparation of this Lease by Lessor or Lessor's agent and submission
of same to  Lessee  not be deemed an offer to lease.  This  Lease  shall  become
binding upon Lessor and Lessee only when fully executed by Lessor and Lessee.

46. Addendum. Attached hereto is an addendum or addenda containing paragraphs 47
through 63 which constitute a part of this Lease.

         Addendum to lease dated May 14, 1996.

         47.  Rent Schedule
              -------------
              Months  1-12:  $8,796.48/month gross*
              Months 13-24:  $9,110.64/month gross*
              Months 25-36:  $9,424.80/month gross*
              Months 37-48:  $9,738.96/month gross*
              Months 49-60:  $10, 053.12/months gross*
                             *Plus applicable rental sales tax (currently 4.15%)

         48.  Lessee shall have the First Right of Refusal on leasing  suites 3,
              4, 5, 6, & 7.

         49.  Lessee  shall  have the First  Right of Refusal on the sale of the
              property or part of.

         50.  Lessor Improvements:

              1.  Lessor to build out 100% A/C office  for  suites 14, 15,  test
         area in  evap-cooler  warehouse,  2" water main,  2 floor  drains - per
         plans  submitted to Ball  Architect  May 10, 1996,  attached  hereto as
         Exhibit "A".

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

         THIS  LEASE HAS BEEN  PREPARED  FOR  SUBMISSION  TO YOUR  ATTORNEY  FOR
         APPROVAL.  NO  REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
         INDUSTRIAL REAL ESTATE  ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS
         AGENTS OR EMPLOYEES AS TO THE LEGAL  SUFFICIENCY,  LEGAL EFFECTS ON TAX
         CONSEQUENCES OF THIS LEASE ON THE  TRANSACTION  RELATING  THERETO.  THE
         PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS
         TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

             LESSOR                                     LESSEE

         Robert Buttrum                 H.E.R.C. Products Inc., a Delaware Corp.
-------------------------------------   ----------------------------------------

By   Signature on Addendum Only         By   Signature on Addendum Only
     --------------------------------        -----------------------------------

By   Roger Buttrum                      By   Gary S. Glatter, President
     --------------------------------        -----------------------------------

Executed on    5-15-96                  Executed on
               ----------------------                  -------------------------


    ADDRESS FOR NOTICES AND RENT                        ADDRESS

     Roger Buttrum                           3622 N. 34th Ave.
-------------------------------------   ----------------------------------------
     21602 N. 21st Ave.                      Phoenix, AZ 85017-4401
-------------------------------------   ----------------------------------------
     Phoenix, AZ 85027
-------------------------------------   ----------------------------------------
<PAGE>
                                    ADDENDUM

THIS ADDENDUM is a part of that certain  Standard  Industrial Lease Agreement by
and between  Roger  Buttrum  (Lessor)  and  H.E.R.C.  Products  Incorporated,  a
Delaware Corporation, (Lessee), dated May 14, 1996.

51.      Notwithstanding and anything in 2.2.1/2.2.2.4 to the contrary,  Exhibit
         "B" illustrates  Lessee's  designated  parking/storage  areas for MRU's
         ramp, and outdoor storage areas.  Exhibit "B" shall be provided by Ball
         Architects, Inc., to Lessee no later than May 17, 1996.

52.      Notwithstanding anything in 2.6/2/6a to the contrary, Lessor shall have
         right to make only those  changes  to said  Common  Areas  which do not
         restrict or hinder Lessee's use or manner of use of the Premises.

53.      Notwithstanding   anything  in  3.2  to  the  contrary,  any  delay  in
         possession  shall  extend  the  Lease  term by the  amount  of delay of
         possession to reflect a full five (5) year lease term.

54.      Delete 7.1 in its entirety and replace with:

         Lessor's  Obligation.  Subject to the provisions of paragraphs 6 (Use),
         7.2 (Lessee's Obligations) and 9 (Damage or Destruction) and except for
         damage  caused by any negligent or  intentional  act of omission of the
         Lessee, Lesse's employees, suppliers, shippers, customers, or invitees,
         in which event  Lessee  shall  repair the damage,  Lessor,  at Lessor's
         expense  shall  keep in good  condition  and  repair  the  foundations,
         exterior walls,  structural  condition of interior  bearing walls,  and
         roof of the Premises, as well as the parking lots, walkways, driveways,
         landscaping,  fences,  signs,  and utility  Installations of the Common
         Areas  and  all  parts  thereof,  as  well as  providing  the  services
         described  as  an  Operating   Expenses   pursuant  to  paragraph   4.2
         (notwithstanding  that  paragraph 4.2 has been deleted and is otherwise
         inapplicable).  Lessor  shall not,  however,  be obligated to paint the
         interior  surface of exterior  walls,  but Lessor  shall be required to
         maintain,  repair or  replace  windows,  doors  and plate  glass of the
         Premises  unless the need for same was caused by Lessee's  negligent or
         intentional acts or omissions.  Lessor shall have no obligation to make
         repairs under this paragraph 7.1 until a reasonable  time after receipt
         of written  notice  from  Lessee of the need for such  repairs.  Lessee
         shall have the right to make  repairs of written  notice from Lessee of
         the need for such repairs.  Lessee shall have the right to make repairs
         at Lessor's expense or terminate this Lease because of Lessor's failure
         to keep the  Premises in good  order,  condition  and repair,  provided
         Lessee  shall have  notified  Lessor of the need for such repairs and a
         reasonable period of time shall have elapsed without Lessor making such
         repairs.  Lessor shall not be liable for damages or loss of any kind or
         nature by  reason of  Lessor's  failure  to  furnish  and  Common  Area
         Services  when such failure is caused by accident,  breakage,  repairs,
         strikes,  lockouts, or other disturbances or disputes of any character,
         or any other  cause  beyond the  reasonable  control of Lessor.  Lessor
         shall keep in good order,  condition and repair all plumbing,  heating,
         ventilating  and air  conditioning  systems,  electrical  and  lighting
         facilities and equipment within the Premises, unless the need to repair
         same is caused by Lessee's  negligent or intentional acts or omissions,
         in which case Lessee shall repair same.

55.      Notwithstanding  anything in 7.3 to the contrary,  Lessor does not need
         to be  notified,  nor  is  Lessor's  prior  consent  required  for  any
         alterations,  additions,  or Utility Installations made by Lessee in or
         about the Premises,  except for those which alter the Building systems,
         exterior or structural elements of the Building.

56.      Notwithstanding anything in 7.3b to the contrary,  Lessee shall only be
         required to obtain a permit if needed.

57.      Notwithstanding  anything in 8.8 to the  contrary,  Lessor's  exemption
         from liability does not include Lessor's  negligent or intentional acts
         or omissions.

58.      Notwithstanding anything in 9.2(a) and (b), and 9.3(a) to the contrary,
         the Lease  shall be extended  by time of  rebuilding  to reflect a full
         five (5) year  lease.  Notwithstanding  the  provisions  of 9.2 and 9.3
         hereof to the  contrary,  whenever  Lessor is  required to or elects to
         repair  the  damages to the  Premises,  Lessor  shall  also  repair the
         damages to those tenant  improvements  built and installed by Lessor at
         the  inception of the Lease  pursuant to paragraph 49 hereof (since the
         cost of such tenant Improvements have been included in the Base Rent).
<PAGE>
59.      Notwithstanding anything in 9.4(a) to the contrary, the right to cancel
         and terminate this Lease due to substantial  damage during the last six
         (6) months of the term of this  Lease  shall be both the  Lessor's  and
         Lessee's option.

60.      Notwithstanding  anything  in 10 to the  contrary,  Base year for Taxes
         shall be the tax year in which the tax lot of which the  Premises  is a
         part  shall be  assessed  at full  assessed  valuation  as an  improved
         property. Lessor represents that the Building, of which the Premises is
         a part,  constitutes a separate tax lot.  Accordingly,  Lessee's  Share
         shall be 87.5%. If Lessor receives a tax rebate (reduction) for any tax
         year where Lessee paid a Real  Property Tax  escalation  as  Additional
         Rent, then Lessor shall promptly pay Lessee a refund as and when Lessor
         receives  the tax  rebate,  equal to the rebate  less the  expenses  of
         obtaining same, multiplied by Lessee's Share.

61.      Notwithstanding  anything in 11 to the  contrary,  Lessee shall only be
         required to pay for power and telephone. Lessor shall pay for all other
         utilities (water, gas, etc.).

62.      Notwithstanding anything in 23 to the contrary,  notice shall be deemed
         given  upon  receipt  and  shall  be  delivered  either  by  hand or by
         Certified Mail.

63.      Notwithstanding  anything  in 34 to  the  contrary,  Lessor  shall,  at
         Lessor's cost,  provide  reasonable  signage for Lessee on the Building
         exterior.


LESSOR                                 LESSEE
Roger Buttram                          H.E.R.C. Products Inc.,
                                       a Delaware Corporation

By: /s/ Roger Buttrum                  By: /s/ Gary S. Glatter
   ----------------------------           -------------------------------
        Roger Buttrum                          Gary S. Glatter, President

Date: 5-15-96                          Date: 5/14/96
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