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                                                                  EXHIBIT 10.39


                               LEASE AT SOUTHLAKE

         THIS LEASE is made and entered into as of this 30 day of November,
1995, by and between LENEXA INDUSTRIAL PARK, INC., a Kansas corporation,
hereinafter referred to as Lessor, and INNOVEX INC., a Delaware corporation,
hereinafter referred to as Lessee.

                                  WITNESSETH:

         Lessor, for and in consideration of the rent and other covenants herein
contained to be kept and performed by Lessee, does hereby demise, lease, and let
to Lessee, and Lessee does hereby rent, hire, and take from Lessor and agrees to
occupy in accordance with the covenants hereinafter set forth, the premises
described in Exhibit "A" hereto. The premises are known and numbered as 15705
College Boulevard, Lenexa, Kansas 66219 and for purposes of this lease are
deemed to contain 15,474 square feet of rentable area.

1.       TERM:
         The original term of this Lease shall commence on the 1st day of
January, 1996, and shall continue for FIVE (5), ending on the 31st day of
December, 2000. (SEE ADDITIONAL PARAGRAPH 1A.)

         Upon the expiration of the term of this Lease or its other termination,
Lessee shall return all keys, remove all of its personal property, and return
the premises to Lessor in accordance with the terms of this Lease. Should the
last day of this Lease fall on a Sunday or on a legal holiday, the termination
shall be on the preceding business day.

         In the event Lessor is unable to deliver possession of the premises to
Lessee on the commencement date specified above, the ending date shall be
extended for a period equal to the delay in delivery of possession, plus the
number of days necessary to end the term on the last day of a month. Lessor and
Lessee shall execute an amendment to this Lease setting forth said revised
beginning and ending dates. (SEE ADDITIONAL PARAGRAPH 1B.)

         Lessee agrees to vacate the premises on the ending date of the lease
term and shall indemnify Lessor from any damages which Lessor incurs from
Lessee's delay in vacating the premises. In the absence of any agreement to the
contrary, any occupancy of the premises after the ending date of this Lease
shall be a "month-to-month" tenancy, subject to all of the terms of this Lease
applicable to a month-to-month tenancy except that the basic rent then in effect
shall be increased by twenty-five percent (25%).

2.       RENTAL:
         The basic rental for the premises shall be at the rate of (SEE
ADDITIONAL PARAGRAPH 2A.) annually, payable in equal monthly installments,
without deduction or set off, each due and payable to Lessor on the first day of
each and every month of the term hereof in advance. Any rentals or other
payments required by this Lease not received by Lessor within ten (10) days
after the due date set forth herein shall be subject to a late charge of five
percent (5%) of the amount thereof for each month or portion of a month during
which said amount remains unpaid. Failure by Lessee to pay said late charge,
within ten (10) days after notice from Lessor that it is due shall constitute a
default of this Lease by Lessee. Lessor acknowledges receipt of Nine Thousand
One Hundred Sixty-Seven and 00/100 Dollars ($9,167.00) paid to Lessor by Lessee
concurrently with the execution of this Lease as a deposit, to be applied as
rent for the first month of the term hereof. All rental payments and other
payments required under this Lease shall be made to Lessor at P.O. Box 411299,
Kansas City, Missouri 64141-1299 or at such other place as may be requested by
Lessor in writing.

3.       POSSESSION AND CONDITION AT BEGINNING OF TERM:
         Lessor shall use diligence to give possession as nearly as possible at
the beginning of the term of this Lease, and rent shall abate pro rata for the
period of any delay in so doing, which abatement shall be in full for Lessee's
damages therefrom. Lessee has inspected and knows the condition of the premises
and accepts the same in their present condition (subject to ordinary wear, tear,
and deterioration in the event the term commences after the date hereof and to
the rights of present or former occupant, if any, to take his removable
property). Lessee acknowledges that neither Lessor, nor Lessor's agent, has


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made any representations or warranties concerning premises or their suitability
for Lessee's use, except as is set forth in this Lease.

         Any changes in or to the premises to be accomplished by Lessor shall
only be as specifically set forth in Exhibit "B" hereto. Certification of the
completion of any such changes by the architect for the building shall be
conclusive evidence of such completion.

         Lessor covenants and warrants to Lessee and to Realtor that to its
knowledge there are no conditions concerning the property except as set forth on
Exhibit "C" hereto related to the existence of asbestos, PCB transformers, or
other toxic, hazardous or contaminated substances (hereinafter referred to as
hazardous substances), and/or underground storage tanks on or about the premises
existing at the date of this Lease.

4.       USE OF PREMISES:
         The demised premises are leased as a commercial facility for the
purpose of administrative, data entry, and other general office functions and
are not to be used for any other purpose without first having secured the
written consent of the Lessor, which consent shall not be unreasonably withheld.

         Lessee agrees to conduct its business in a manner that will not be
objectionable to other businesses in SOUTHLAKE including noise, vibration, odor,
or fumes. In the event Lessor receives complaints from other businesses in
SOUTHLAKE and determines, in its sole reasonable judgment, that Lessee is
conducting its operations in a manner so as to be objectionable to such other
businesses, Lessee agrees, upon notice from Lessor, to promptly modify the
conduct of its operations to eliminate such objectionable operations.

         Lessee shall not use, store, generate, treat, transport, or dispose of
any hazardous substance on the premises without first obtaining Lessor's written
approval. Lessor may withdraw approval of any hazardous substance at any time,
for reasonable cause related to the threat of site contamination, or damage or
injury to persons, property or resources on or near the premises. Upon
withdrawal of such approval by Lessor, Lessee shall immediately remove the
hazardous substance from the premises. (SEE ADDITIONAL PARAGRAPH 4A.)

         For any month in which any hazardous substances have been used,
generated, treated, stored, transported or otherwise been present on or about
the premises pursuant to the above provisions, Lessee shall provide Lessor with
a written report listing the hazardous substances which were present on the
premises, all releases that occurred or were discovered on the premises, all
compliance activities related to such hazardous substances including any
contacts with government agencies or private parties concerning the same. If
requested by Lessor, Lessee shall furnish Lessor with copies of all documents
and correspondence related to such activities and written reports of any oral
contacts relating thereto.

5.       PUBLIC REQUIREMENTS:
         Lessee shall comply with all applicable laws, ordinances, governmental
orders and regulations and other public requirements now and hereafter affecting
the premises or Lessee's use thereof, including but not limited to the
Declaration of Covenants and Restrictions Affecting SOUTHLAKE (attached hereto
as Exhibit "D") as the same may be lawfully amended from time to time, and shall
save and hold Lessor harmless from expense or damage resuming from failure to do
so. (SEE ADDITIONAL PARAGRAPH 5A.)

6.       ASSIGNING AND SUBLEASING: 
         Lessee shall not sublet the premises or any part thereof and Lessee
shall not assign, transfer, pledge, mortgage or otherwise encumber this Lease,
or any portion of the term thereof, without the previous written consent in each
instance of Lessor, and Lessee shall furnish to Lessor with each request a copy
of such proposed instrument; Lessor agreeing, however, not to arbitrarily
withhold consent to subletting for any legitimate business not detrimental to
the premises or adjacent property, or occupants thereof, and not more hazardous
on account of fire or otherwise, and not creating wear and tear to the premises
more than the business for which the premises are herein leased. Permission is,
however, granted Lessee to assign this Lease and


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also to sublet the premises to any subsidiary corporation or parent corporation
of Lessee, upon giving Lessor written notice of intent so to do. In the event of
any assignment or subletting, Lessee shall remain the principal obligor to the
Lessor under all covenants of this Lease, and by accepting any assignment or
subletting, an assignee or sublessee shall become bound by and shall perform all
of the terms, conditions and covenants by which the Lessee hereunder is bound.

7.       INSURANCE:
         Lessor shall, throughout the term of this Lease, maintain fire and
extended coverage insurance on the premises leased in an amount equal to the
full insurable value thereof, subject to any allowances for coinsurance rating
provisions utilized by Lessor. Lessor shall also carry owner's public liability
and property damage insurance coverage on the premises with limits not less than
$1,000,000 combined single limits. Subject to the provisions of Paragraph 16
hereof, all such insurance shall be for the sole benefit of the Lessor and under
its sole control. 

Lessee shall comply with all insurance regulations so the lowest insurance rates
consistent with the use of the premises permitted by this Lease may be obtained,
and shall not permit anything on or about the leased premises which would make
void or voidable any insurance now or hereafter on the premises. If, during the
term of this Lease, the fire and extended coverage insurance rates are
increased, or the amount of insurance coverage is increased in order to comply
wish Lessor's obligations contained in this Paragraph 7. Lessee agrees to
reimburse Lessor for Lessee's percentage of the amount of such increased
insurance cost in any year of the Lease term in excess of the base insurance
cost to which this Lease is subject. It is agreed, that the base insurance cost
for the leased premises (or for the entire building of which the premises are a
part if the premises are a part of a multi-tenant building) is $ 0. Proration
shall be made for partial year's occupancy in the first and last year of the
Lease term.

8.       TAXES:
         Lessor shall pay all ad valorem taxes and special assessments lawfully
levied against the premises during the term of this Lease. Lessee agrees to pay
Lessor the Lessee's percentage of the amount of ad valorem taxes and special
assessments, if any, levied against the leased premises in any year of the lease
term in excess of the base taxes to which this Lease is subject. In the event
Lessor retains the services of an attorney or tax consulting firm to attempt to
reduce the valuation of the premises for tax purposes, Lessee shall pay Lessor
the Lessee's percentage of the cost of said professional services. It is agreed
that the base taxes for the leased premises (or for the entire building of which
the premises are a part if the premises are part of a multi-tenant building) are
$ 0. Proration shall be made for partial years occupancy during the first and
last year of the lease term.

9.       MAINTENANCE BY LESSOR:
         Lessor shall keep in repair, ordinary wear and tear excepted, only the
roof, foundations, exterior walls (exclusive of inside surfaces, glass, dock
bumpers, louvers or doors therein), gutters and downspouts of any building of
which the premises are a part and shall also make any repairs required due to
fire or other insured casualty, but Lessee shall be responsible for the cost of
any of the foregoing repairs resulting from Lessee's negligence or abuse or the
negligence or abuse of Lessee's invitees (e.g. delivery truck, etc.), including,
but not being limited to, the neglect or abusive handling or storage of
hazardous substances, and shall also be responsible for the deductible portion
only of any repair covered by Lessor's insurance on the premises. Before any
obligation on Lessor to make repairs, Lessor shall first be given written notice
of any defects and shall have a reasonable time thereafter to make such repairs;
and Lessor shall in no event be liable for damages beyond the actual cost of any
repairs Lessor fails to make within a reasonable time after such written notice.
Lessee shall reimburse Lessor for Lessee's percentage of the foregoing
maintenance costs. Lessor shall also be responsible for such additional
maintenance responsibilities, if any, as are set forth in Paragraph 23 of this
Lease.

10.      OUTSIDE STORAGE:
         Lessee shall not use any part of the exterior of the premises for
outside storage except for proper storage of trash in enclosed metal containers
located as directed by Lessor, pending regular pickup of the same.

11.      MAINTENANCE BY LESSEE:
         Subject to the foregoing obligation of Lessor and further subject to
the provisions of Paragraph 23 of this Lease, Lessee agrees to take good care of
the premises and appur-


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tenances thereto, and to keep them in good repair and sanitary condition, free
from filth, and hazardous substances, overloading, danger of fire, or any pest
or nuisance, and to keep all mechanical systems in good working order. Lessee
shall conduct a continuing program of preventive maintenance covering such
mechanical equipment, including regular service and maintenance to heating and
air conditioning equipment by competent tradesmen and shall furnish Lessor
evidence of such maintenance upon request. Lessee shall not permit any waste of
the premises. At the expiration or other termination of this Lease, Lessee shall
return the premises to Lessor pursuant to the terms of this Lease, broom clean,
and in good and sanitary order, condition and repair, except for such wear and
tear as would be normal for the period of Lessee's occupancy and except for
damage by fire, explosion or other insured casualty. If Lessee fails to do
anything required of Lessee in this paragraph or elsewhere in this Lease within
a reasonable time, Lessor may, at Lessor's option, perform the same at Lessee's
expense. (SEE ADDITIONAL PARAGRAPH 11A.)

         No spill, deposit, emission, leakage or other release of hazardous
substances on the premises shall be deemed to be "wear and tear as would be
normal for the period of Lessee's occupancy". Lessee shall be responsible to
promptly and completely clean up any such release caused by Lessee, its
employees, agents, contractors and invitees as shall occur on the premises
during the term of this Lease and shall surrender the premises free of any
contamination or other damage caused by such occurrences during the term of this
Lease.

12.      ALTERATIONS AND ADDITIONS:
         Lessee shall have the right, at its sole expense, to make
non-structural additions, improvements, or modifications to the interior of the
premises for the convenient conduct of its business. All such changes shall be
made in a good workman-like manner and in accordance with applicable codes and
regulations, and shall become a part of the premises; provided, however, that at
Lessor's option Lessor may require Lessee to restore the premises to their
original condition at the termination of this Lease. Lessee shall give Lessor
poor written notice of any alterations, additions, improvements or modifications
so made. Any increase in ad valorem taxes or insurance premiums resulting from
such improvements shall be the sole responsibility of Lessee.

         Lessee shall have the right to install such machinery, equipment, and
business and trade fixtures as it deems necessary, and such items shall remain
the property of Lessee and shall be removed at the termination of this Lease,
the Lessee repairing any damage occasioned by removal If Lessee shall obtain
written consent of Lessor to leave any machinery or like equipment in the
premises, then the full title to such machinery and equipment shall thereupon
pass to Lessor.

13.      LESSOR'S RIGHT OF ENTRY:
         Lessor, or Lessor's Agent, may enter upon the premises at reasonable
hours, upon reasonable prior notice, to examine the same and to do anything
required of Lessor hereunder or which Lessor may deem necessary for the good of
the premises. Such right of entry and inspection shall not constitute managerial
or operational control by Lessor over any actvities of Lessee in the premises.
During the last 180 days of this Lease, Lessor may display a sign offering bee
premises for sale or for lease, which sign may be affixed in a conspicuous place
on the front of the premises.

14.      SIGNS AND ADVERTISEMENTS:
         Lessee shall not install nor permit the installation of any signs in or
upon the premises which are visible from the exterior thereof without the
written approval of Lessor. All such signs shall be installed in accordance with
the terms of such approval and in conformance with applicable laws and
regulations and provisions of the Declaration of Covenants and Restrictions
Affecting SOUTHLAKE. Lessee shall remove all signs from the premises at the
termination of this Lease and shall repair any damage to the premises caused by
its signs at as sole cost and expense.

15.      LIABILITY:
         Lessee hereby relinquishes all claims, releases, assumes all risks and
agrees to hold Lessor harmless from any liability for any damage done or
occasioned by or from any plumbing, wiring, gas, water, steam, sprinkler system,
equipment or other pipes, or the bursting, leaking or running of any tank,
washstand, water closet, waste pipe or other articles in, above, upon or about
the building or premises, or for damage occasioned from or by water, snow, or
ice being upon, above or about the premises unless caused by the


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intentional act or omission of Lessor. Lessee also agrees to hold Lessor
harmless from any claim, damage, liability or expense (inducing attorneys' fees)
incurred by, claimed, or assessed against Lessor in any way occasioned by
hazardous substances on the premises or by the negligent or intentional
activities of Lessee during or in conjunction with, or arising from Lessee's
occupancy of the premises pursuant to this Lease.

         Lessor and Lessee hereby expressly waive any cause of action or right
of recovery which either may have hereafter against the other for any loss or
damage to the leased premises, or to the contents thereof, from all claims and
liabilities arising from or caused by any hazard chat could be covered by a
standard fire insurance policy with extended coverage and "all risk" endorsement
on the leased premises, or on the contents thereof, and each party hereto shall
obtain a waiver from any insurance carrier with which it carrier insurance
covering the leased premises, or the contents thereof, releasing its subrogation
rights as against the other party, and upon request by either party evidence of
said waiver shall be furnished by each party hereto to the other party.

         Lessee agrees to save and hold Lessor harmless from any claim, damage,
liability, or expense arising from any injury, (including death) to persons or
damage to property occurring in, on or about the premises arising out of the use
or occupancy of the premises by Lessee. Lessee shall maintain in effect
throughout the term of this Lease, general public liability insurance covering
the premises, and including the Lessor as an additional insured, with combined
single limits not less than $1,000,000.00. (SEE ADDITIONAL PARAGRAPH 15A.)

         All merchandise and property in or about the premises shall be at
Lessee's sole duty and risk and Lessee does hereby now and forever relinquish
all claims, release, and agree to hold Lessor harmless from any claims for
damages thereto or any of same, howsoever caused.

16.      DAMAGE BY CASUALTY:
         If, during the term hereof, or previous thereto, the premises or any
building of which the premises are a part shall suffer damage by fire,
explosion, providential means, or any other casualty to the extent that the
premises or building cannot reasonably be repaired within 120 days after date of
such damage, or to such an extent that under the then existing laws, orders,
ordinances or other public requirements the same cannot be repaired to
substantially the same form and with substantially the same materials as before
such damage, then the term hereby created shall terminate as of the date of such
damage and rent shall cease as of the date of such damage, with proportionate
refund of any prepayment, on condition Lessee forthwith surrenders the premises
to Lessor. If this Lease is not so terminated, then Lessor shall repair the
premises as soon as practicable with due diligence, placing the same in as good
condition as they were just before such damage, and rent shall abate pro rata
and in proportion to untenantability of the premises from the time of such
damage until restoration of the premises by Lessor. It is further agreed that
the period for reconstruction shall be extended for such time during which
strikes, riots, civil commotion, governmental intervention, acts of God, or any
other contingency beyond Lessor's control shall delay the construction. In case
of such damage, whether this Lease is thereby terminated or not, Lessee shall
remove all of the rubbish and debris of Lessee's property within five (5) days
after written request by Lessor, and if this Lease is not thereby terminated.
Lessee shall not do anything to hinder or delay Lessor's work of repair, and
will cooperate with Lesson such work. Lessor shall not be liable for
inconvenience to Lessee by making repairs to any part of the premises or
building, nor for the restoration of any improvements made by Lessee. nor for
the restoration of any property of Lessee. Notwithstanding anything herein to
the contrary in the event the holder of any indebtedness secured by a mortgage
or deed of trust covering the premises requires that the insurance proceeds be
applied to such indebtedness, then Lessor shall have the right to terminate this
Lease by delivering written notice of termination to Lessee, whereupon all
rights and obligations hereunder shall cease and terminate.

17.      DEFAULT:
         If there be default in payment of any rent or in any other of Lessee's
obligations hereunder or if the premises be abandoned or vacated, and if such
default or condition shall continue after ten (10) days' notice, or thirty (30)
days notice for non-monetary defaults, in writing, from Lessor to Lessee to make
good such default or correct such condition, Lessor may, at Lessor's option, at
any time thereafter while such default or condition continues, without further
notice or demand, declare His Lease terminated and enter upon and repossess the
premises free of this Lease; or Lessor may, at Lessor's option in the event


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the premises be abandoned or vacated, enter upon and repossess the premises
without judicial proceedings, or in the event the premises are not abandoned or
vacated Lessor may obtain possession of the premises by summary proceedings,
such as by an action for rent and possession (it being understood that rent and
possession is only an example of a summary proceeding and is not intended to
limit the type of summary proceeding this right would extend to), Lessee hereby
acknowledging that the repossession of the premises without judicial proceedings
as aforesaid or the obtaining of possession by summary proceedings as aforesaid
(and any subsequent judgment entered as a result of such a proceeding), shall
not terminate the Lease and shall not absolve the Lessee from liability for rent
for the remainder of the term; Lessee hereby acknowledging that in the event
Lessor receives possession by abandonment, agreement or by summary proceeding,
possession has been obtained and retained by Lessor as Agent of the Lessee and
Lessor is authorized to relet the premises as Agent for the balance of the term
of this Lease, for a shorter or longer term, at such rental as Lessor deems fit,
and may receive the rents therefor, applying the same first to the payment of
the expense of such reletting and second to the payment of rent due and to
become due under this Lease, Lessee remaining liable for and agreeing hereby to
pay Lessor any deficiency. Provided, however, if any such default be other than
for non-payment of money and it would take more than to thirty (30) days to cure
the same, Lessor shall not be entitled to terminate this Lease or enter upon the
premises for such default if Lessee begins the cure of such default within said
Thirty (30) days and prosecutes the cure thereof with due diligence to
completion. If any proceedings under the present or any other Bankruptcy Code,
including but not being limited to voluntary or involuntary straight bankruptcy
proceedings, arrangements or reorganizations, be instituted by or against
Lessee, or if a receiver or trustee be appointed for or ordered to dispose of
Lessee's business or property, or if Lessee makes any assignment or conveyance
for benefit of creditors, the same shall constitute a breach of this Lease and
Lessor shall forthwith on such breach be entitled to collect damages therefor as
provided by law, and, in addition thereto, Lessor shall, to the extent permitted
by law, have the right of termination, entry and repossession as above, in this
paragraph set forth.

18.      EMINENT DOMAIN:
         If the premises or any substantial part thereof shall be taken by any
competent authority under the power of eminent domain, or a conveyance thereof
be made in lieu of or in anticipation of the exercise of such power, or if the
premises or any substantial part thereof be acquired for any public or
quasi-public use or purpose, the term of this Lease shall cease and terminate
upon the date when the possession of said premises or the part thereof so taken
shall be required for such use or purpose and without apportionment of the
award, and Lessee shall have no claim against Lessor for the value of any
unexpired term of this Lease. In said event, rent at the then current rate shall
be apportioned as of the date of the termination. No money or other
consideration shall be payable by the Lessor to the Lessee for the right of
cancellation and the Lessee shall have no right to share in the condemnation
award or in any judgment for damages caused by the taking. Nothing in this
paragraph shall preclude an award being made to Lessee for loss of business or
depreciation to and cost of removal of equipment or fixtures.

19.      UTILITIES:
         Except as set forth in Paragraph 23 hereof, Lessee shall contrast in
its own name and pay for all charges for water, sewer charges, gas, heat, oil,
electricity, fuel, telephone and other utilities used in or serving the premises
during the term of this Lease.

20.      MECHANIC'S LIENS:

         Lessee will not permit any mechanic's liens, or other liens, to be
placed upon the premises or any building improvement thereon during the term
hereof, and in case of the filing of any such lien, Lessee will promptly pay
same; provided, however, that Lessee shall have the right to contest the
validity or amount of any such lien upon posting security with Lessor which in
Lessors sole reasonable judgment is adequate to pay and discharge any such lien
in full if held valid. If Lessee fails to pay or otherwise discharge any lien
after thirty (30) days' notice from Lessor that a lien has been filed,
Lessor shall have the right and privilege at Lessor's option of paying the same
or any portion thereof without inquiry as to the validity thereof, and any
amounts so paid, including expenses and interest, shall be immediately due by
Lessee to Lessor and shall be paid promptly upon presentation of bill thereof.

21.      MORTGAGES AND ESTOPPEL CERTIFICATES:
         This Lease shall be subject and subordinate to any mortgage or deed or
trust now or at any time hereafter constituting a lien or charge upon the
premises or the improve-


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ments situated thereon. Lessee shall at any hereafter on demand execute any
instruments, releases or other documents which may be required by any such
mortgagee for the purpose of subjecting and subordinating this Lease to the lien
of any such mortgage. (SEE ADDITIONAL PARAGRAPH 21A.)

         Lessee shall at any time and from time to time, upon not less than (10)
days' prior request by Lessor, execute, acknowledge and deliver to Lessor a
statement in writing certifying that (i) this Lease is unmodified and in full
force and effect (or if there have been modifications that the same is in full
force and effect as modified and identifying the modifications, (ii) the dates
to which the base rent and other charges have been paid, and (iii) so far as the
person making the certificate knows, Lessor is not in default under any
provisions of this Lease (or if there are defaults, specifying the defaults). It
is intended that any such statement may be relied upon by any person proposing
to acquire Lessor's interest in this Lease or the premises, or any prospective
mortgagee of, or assignee of any mortgage upon such interest or the premises.

22.      SECURITY DEPOSIT:
         Lessee agrees to deposit on the date hereof the sum of Fourteen
Thousand One Hundred Eighty-Four and 00/100 Dollars ($14,184.00), which sum
shall be held by Lessor, without obligation for interest, as security for the
performance of Lessee's covenants and obligations under this Lease; it being
expressly understood that such deposit is not an advance rental deposit or a
measure of Lessor's damages in case of Lessee's default. Upon the occurrence of
any event of default by Lessee, Lessor may, from time to time, without prejudice
to any other remedy provided herein or provided by law, use such fund to the
extent necessary to make good any such default, or any damage, expense, or
liability caused by such default, and Lessee shall promptly pay to Lessor on
demand the amount as applied in order to restore the security deposit to its
original amount. Failure of Lessee to restore the security deposit, as set forth
above, within ten (10) days from demand by Lessor shall constitute an act of
default under this Lease. If Lessee is not then in default hereunder, the
balance of such deposit shall be returned by Lessor to Lessee upon termination
of this Lease and return of the premises to Lessor in accordance with the terms
thereof.

23.      DEFINED SERVICES BY LESSOR TO LESSEE:
         It is agreed chat for purposes of this Lease, Lessee occupies 36.14% of
the floor space in the building of which the premises are a part (Lessee's
percentage) and 11.35% of the floor space in the project in which the premises
are located (Lessee's CAM percentage).

         (a) Lessor shall furnish and pay for water, fire sprinkler charges and
normal trash removal used in and servicing the building of which the premises
are a part and Lessee shall reimburse Lessor for Lessee's usage of said
services. If Lessee's usage reasonably exceeds normal usage in the building as
measured by floor space occupied by Lessee, Lessor may levy an appropriate
surcharge to properly reflect Lessee's usage of said utilities and services.

         (b) Lessor shall also furnish other services for the benefit of Lessee
pertaining to the building and the project of which the premises are a part such
as landscaping and paving maintenance, maintenance to project and tenant
signage, snow removal, exterior lighting, and charges levied pursuant to the
Declaration of Covenants and Restrictions to which the premises are subject and
Lessee shall reimburse Lessor for Lessee's CAM percentage of such costs incurred
by Lessor on Lessee's behalf.

             It is agreed that Lessee's payment to Lessor for paving maintenance
during the original term of this Lease shall be $ 774.00 annually, payable as
set forth in 23(f) below. Lessor reserves the right to equitably adjust said
payment during extensions of said original term. In consideration of such
payment, Lessor agrees to be responsible for all paving maintenance in the
project of which the premises are a part and Lessee shall bear no additional
cost for paving maintenance unless the same is occasioned by Lessee's abuse of
paved areas serving the premises.

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        (e) It is specifically understood that Lessor's performance of any of
the defined services set forth in this Paragraph 23 shall not extend to the
assumption of any of Lessee's responsibilities under this Lease related to
hazardous substances as the same are defined and covered throughout this Lease.

        (f) Promptly following execution of this Lease, and on or about the
commencement of each calendar year during the term of this Lease, Lessor shall
notify Lessee of the estimated annual amount of Lessee's cost of the
reimbursements for defined services called for in this Paragraph 23 and
including Paragraphs 7, 8, and 9 hereof, and Lessee shall pay one-twelfth (1/12)
of said amount as additional rent with each monthly installment of basic rent
due under this Lease.

         As near as possible following the end of each calendar year, Lessor
shall furnish Lessee with a statement of Lessee's reimbursements called for in
this Paragraph 23 and Lessee shall pay the balance due, if any, upon receipt of
statement therefor, or shall receive credit in the coming year for any excess
paid by Lessee during the previous year.

24.      WAIVER:
         A waiver by Lessor of any default or breach hereunder shall not be
construed to be a continuing waiver of such default or breach, nor as a waiver
or permission, expressed or implied, of any other or subsequent default or
breach. All waivers must be in writing and no course of conduct shall establish
a custom or confer any rights upon Lessee.

25.      NOTICES:
         Unless otherwise designated by like notice in writing by either party
to the other, notices required herein shall be sent by registered or certified
mail as follows:

         To Lessor:   Lenexa Industrial Park, Inc.
                      1220 Washington
                      Kansas City, Missouri 64105

         To Lessee:   Innovex Inc.
                      11250 Corporate Avenue
                      Lenexa, Kansas 66219
                      Attn: Life Starbird

Notices so mailed shall be deemed duly given upon mailing, postage prepaid,
addressed as above indicated.

26.      SUCCESSORS:
         All of the terms, covenants and conditions of this Lease shall apply
and inure to the benefit of, and be binding upon the parties hereto, and upon
their respective successors in interest and legal representatives, except as
otherwise provided herein.

27.      QUIET POSSESSION:
         Lessor covenants with Lessee that Lessee, on paying the rent herein
required to be paid and performing the covenants herein contained, shall and may
peaceably and quietly have, hold and enjoy the premises during the term of this
Lease.

28.      PROCUREMENT OF THIS LEASE:
         It is understood by the parties hereto that this Lease has been
negotiated by The Zimmer Companies, Inc., hereinafter called Realtor. It is
understood that said Realtor has acted in the capacity of Agent for the Lessor
and both Lessor and Lessee acknowledge that said Realtor and no other was the
procuring cause of this Lease. Lessor agrees to pay said Realtor, and no other,
a commission for services rendered herein in accordance with written agreement
between Lessor and Realtor named herein.


                   Page 8 - Defined Service Lease (SOUTHLAKE)
                                      9IZM2



<PAGE>   9

         It is understood that the above named Realtor, or members of the above
named Realtor firm, have a financial interest in the ownership of the premises
covered by this Lease.

29.      ATTORNEY'S FEES:
         If any action at law or in equity shall be brought to enforce any of
the covenants, terms or conditions of this Lease, the prevailing party shall be
entitled to recover from the other party, as part of the prevailing party's
costs, reasonable attorney's fees, the amount of which shall be fixed by the
court, and shall be made a part of any judgment or decree rendered.

30.      DEFINITIONS:
         (a)      HAZARDOUS SUBSTANCE

         "Hazardous Substance(s)" shall mean any substance which at any time
shall be listed as "hazardous" or "toxic" under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et
seq., as amended and the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. Section 6901 et seq., as amended, or in the regulations implementing such
statutes, or which has been or shall be determined at any time by any agency or
court to be a hazardous or toxic substance regulated under any other applicable
laws (as hereinafter defined). The term "hazardous substance(s)" shall also
include, without limitation, raw materials, building components, the products of
any manufacturing or other activities on the premises, wastes, petroleum
products, or special nuclear or by-product material as defined by the Atomic
Energy Ad of 1954, 42 U.S.C. Section 3011, et seq., as amended.

         (b)       APPLICABLE LAW(S) 

         "Applicable Law(s)" shall include, but shall not be limited to, CERCLA,
RCRA, the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.,
the Clean Air Act, 42 U.S.C. Section 7401 et seq., as amended, and the
regulations promulgated thereunder, and any other federal, state and/or local
laws or regulations, whether currently in existence or hereafter enacted or
promulgated, that govern or relate to:

         (1)      The existence, cleanup and/or remedy of contamination of
                  property; 

         (2)      The protection of the environment from spilled, deposited or
                  otherwise emplaced contamination.

         (3)      The control of hazardous or toxic substances or wastes; or 

         (4)      The use, generation, discharge, transportation, treatment,
                  removal or recovery of hazardous or toxic substances or
                  wastes, including building materials

31.      LEASE CONSTITUTES ENTIRE CONTRACT:
         Each party to this Lease acknowledges that this Lease constitutes all
of the agreements between the parties hereto, and that no representations,
warranties, or other covenants are included except as set forth herein, and this
Lease shall not be recordable, but a "Memorandum of Lease" in usual and
customary form will be executed and acknowledged by the parties, upon request of
either party, which may be recorded.


                  Page 9 - Defined Service Lease (SOUTHLAKE) 
                                     9IZM2



<PAGE>   10

               IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease
Agreement or have caused it to be executed by their respective authorized
representatives the day and year first above written. Each of the persons
executing this Lease represent that they are authorized to execute the same on
behalf of the party for whom they have executed hereafter.

<TABLE>
<S>                                          <C>
                                             INNOVEX INC.

                                             /s/ Janet H. Parkey        
----------------------------                 -----------------------------------------------------
                                             By: /s/ Janet H. Parkey   Lessee
                                             -----------------------------------------------------
                                             Title:  Vice Pres. - Finance & Support Services



                                             LENEXA INDUSTRIAL PARK, INC.

                                             /s/ Hugh J. Zimmer
----------------------------                 -----------------------------------------------------
                                              By: Hugh J. Zimmer                            Lessor
</TABLE>


         For the provisions of Paragraph 3, POSSESSION AND CONDITION AT
BEGINNING OF TERM, and Paragraph 28, PROCUREMENT OF THIS LEASE, only, the
undersigned Realtor is made a party to this Contract.

<TABLE>
<S>                                          <C>
                                             THE ZIMMER COMPANIES, INC.

                                             /s/ Hugh J. Zimmer
 ----------------------------                -----------------------------------------------------
</TABLE>
                                      
This lease consists of 12 pages, together with attached Exhibits "A", "B",
"B-1.1", B-1.2", "B-2", "C" and "D".

                   Page 10 - Defined Service Lease (SOUTHLAKE)
                                     9IZM2


<PAGE>   11
                         ADDITIONAL PARAGRAPHS TO LEASE

LESSEE: INNOVEX INC. 
LESSOR: LENEXA INDUSTRIAL PARK, INC.

1A.     TERM:
        Lessee is hereby granted the option of terminating this Lease Agreement
at one time during the term hereof. The following termination schedule shall
apply and shows the date in which written notification of Lessee's desire to
terminate shall be delivered to Lessor along with the effective date of the
termination, as well as the corresponding termination penalty which shall be
paid by Lessee to Lessor on the effective date of said termination.

<TABLE>
<CAPTION>
     Notification Date         Effective Date            Termination Penalty
    By Lessee to Lessor        of Termination         Paid by Lessee to Lessor
    -------------------        --------------         ------------------------
    <S>                       <C>                           <C>    
       June 30, 1998          December 31, 1998              $56,736.00
</TABLE>

1B.     TERM 
        In the event Lessor is unable to deliver possession of the premises to
Lessee, with Lessor's work as set forth on Exhibit "B" substantially completed,
by March 1, 1996, Lessee shall have the right to terminate this Lease by notice
thereof to Lessor. Lessor will use its best efforts to prepare the Northeast
area of the space including the reception area and restrooms in a tenantable
condition by January 1,1996.

2A.     RENTAL:
        Basic rental for the premises shall be the following:
<TABLE>
<CAPTION>
                   Period                                   $/Month
        --------------------------------                 -------------
        <S>                                                 <C>                
        January 1, 1996 - June 30, 1996                     $ 9,167.00
        July 1, 1996 - December 31, 1996                    $11,458.00
        January 1, 1997 - June 30, 1997                     $12,830.00
        July 1, 1997 - December 31, 2000                    $14,184.00
</TABLE>

4A.     USE OF PREMISES:
        Notwithstanding the foregoing, Lessee shall have the right to use
hazardous substances in insubstantial amounts, in the ordinary course of the
operation of an office.

5A.      PUBLIC REQUIREMENTS:
         It is expressly acknowledged and agreed by the Lessor that the
responsibility for and cost associated with causing the exterior common areas of
the building and property to comply with Title III of the Americans with
Disabilities Act ("ADA") are the Lessor's.

11A.    MAINTENANCE BY LESSEE:
        Notwithstanding the foregoing, Lessee's obligations under this paragraph
shall be limited to such mechanical equipment, utility lines and other
facilities which serve the premises exclusively.

15A.    LIABILITY: 
        Lessor agrees to save and hold Lessee harmless from any claim, damage,
liability or expense arising from any injury (including death) to persons or
damage to property occurring in, on or about the premises, to the extent caused
by or arising out of the activities of Lessor, its employees, agents,
contractors, servants or invitees.

21A.    MORTGAGES AND ESTOPPEL CERTIFICATES:
        As a condition of any subordination of this Lease to any mortgage or
deed of trust at any time hereafter constituting a lien or charge upon the
premises, or the improvements situated thereon, the holder of any such mortgage
or deed of trust shall be required to agree in writing with Lessee that so long
as Lessee is not in default of its obligations under this Lease beyond the
period, if any, provided herein for the cure of such default, Lessee's
possession of the premises and its estate under this Lease shall not be
disturbed by reason of a foreclosure of such mortgage or deed of trust or
conveyance in lieu thereof.

32.     PREFERENTIAL RIGHT TO LEASE ADJACENT SPACE:
        Lessee is granted a preferential right to lease the 12,025 rentable
square feet which are currently under lease to VisualTools, Inc. by Lease dated
February 10, 1993 and are

                   Page 11 - Defined Service Lease (SOUTHLAKE)
                                     9IZM2


<PAGE>   12

adjacent to the premises in the building of which the premises are a part as the
same may become available for lease to third parties and occupancy from time to
time during the term of this Lease. At such time as said adjacent floor space
becomes available for lease, Lessor shall notify Lessee of said availability
stipulating the amount of space available, the rental, and other terms by which
Lessor is agreeable to lease said space. For a period of twenty (20) days
following receipt of said notice, Lessee shall have the right to lease said
adjacent space upon the terms offered, or upon such other terms as Lessor and
Lessee may agree. If Lessor and Lessee have failed to execute a lease covering
said adjacent space within twenty (20) days from the date of Lessor's notice of
availability, this preferential right shall automatically expire without further
notice and Lessor shall have the right to lease said adjacent space to others
without regard to this preferential right except if Lessor is willing to accept
a cash rental less than ninety percent (90%) of the cash rental specified in 
Lessor's notice to Lessee. Lessor shall then give a second notice to Lessee
specifying said revised terms and Lessee shall have an additional ten (10) day
period following receipt of said second notice in which to lease said adjacent
space upon the revised terms offered.

         This preferential right granted to Lessee is subject to the provisions
of a Lease between Lessor and Bankline MidAmerica, Inc., dated February 25,
1991, which grants to Bankline MidAmerica, Inc. a preferential right to lease
space which is adjacent to their premises on the east.

33.     OPTION TO RENEW:
        Provided Lessee is not then in default of any of the provisions
hereunder and this Lease has not been terminated or canceled under any other
provisions hereof, it is agreed that the Lessee shall have the option to extend
the original term hereof for one (1) additional and consecutive five (5) year
term commencing with the end of the original term. The five (5) year term shall
be referred to hereinafter as the extended term. In the even Lessee exercises
this option, all terms and conditions of this Lease shall be applicable to the
extended term except for basic rental, which shall be adjusted as set forth
hereafter.

In the event Lessee wishes to extend the term as set forth above, Lessee shall
give written notice to Lessor of its intent to so extend at least six (6) months
prior to the expiration of the original term.

Basic rental for the extended term shall be at the rate of One Hundred Ninety
Five Thousand Seven Hundred Forty Four and 00/100 Dollars ($195,744.00)
annually, payable in equal monthly installments of Sixteen Thousand Three
Hundred Twelve and 00/100 Dollars ($16,312.00).


                   Page 12 - Defined Service Lease (SOUTHLAKE)
                                     9IZM2


<PAGE>   13


                       [THE TECH CENTER AT SOUTHLAKE MAP]


<PAGE>   14
                                  EXHIBIT "B"

                            Southlake Tech Center #1
                               15705 College Blvd
                               Lenexa, Kansas 66219

                                  [FLOOR PLAN]




<PAGE>   15

                                  [FLOOR PLAN]



                                   EXHIBIT B1
                                  [SPACE PLAN]


<PAGE>   16
                                  [FLOOR PLAN]

                                  EXHIBIT B-1.1
                                 [WALL FINISHES]
<PAGE>   17

                                    [LEGEND]
                                  [FLOOR PLAN]



                                 EXHIBIT B-1.2
                        [ADDITIONAL ELECTRICAL OUTLETS]


<PAGE>   18

                                   EXHIBIT B-2

                             Outline Specifications
                                   for Innovex

                           Southlake Tech Building #1
                               15705 College Blvd.
                               Lenexa, Kansas 66219

-        The Lessor will procure all necessary building permits as required by
         the City of Lenexa in order to expedite occupancy for the Lessee.

-        The premises, prior to occupancy will be cleaned and left in a state
         that will allow the Lessee to occupy the premises. All carpeted areas
         will be vacuumed and cleaned as required. All restrooms and public
         areas will be cleansed and sanitized. All VCT flooring will be cleaned
         and waxed. All interior windows will be cleaned. All walls and
         doors/frames will be cleaned as required. All cleaned as required.

-        Demolition of existing walls as noted on the attached Exhibit B will be
         removed by Lessor. Areas requiring repair and patch back will be
         performed in a good workmanlike manner and in a standard conforming to
         good quality commercial construction.

-        Wood blocking and backing as required will be installed.

-        Demolition areas receiving new acoustical ceiling will have 3-1/2
         blanket insulation installed.

-        All new roof penetrations for new mechanical equipment installed by the
         Lessor will be performed as required by the roofing manufacturer to
         insure proper warranty continuance.

-        All existing and new doors installed will be equipped with lever style
         door hardware.

-        Drywall surfaces requiring patching and repair will be performed prior
         to final wall finish. Final wall finishes shall be installed as
         outlined on Exhibit B-1.1. Wallcovering shall be Koroseal Palais
         Antique 8921-10 Walls as indicated to receive paint shall he painted
         Sherwin Williams Interior Latex Paint. Walls and door frames shall be
         painted with SW 1305.

-        New acoustical ceilings installed will be standard 2x4x5/8"
         non-directional ceiling tile as manufactured by Armstrong or equal.
         Acoustical grid system shall be Armstrong Series 200.

-        New 4" rubber cove base with toe will be installed on all new and
         existing partitions. Color to be #64 Smoke.

-        Floor areas to receive VCT shall be the rear vestibule area, telephone,
         room, janitor closet, and breakroom. Tile shall be 12x12x1/8" Armstrong
         or equal.

-        Carpeted areas will he furnished with new 26 oz. Level Loop Direct glue
         carpet as manufactured by Holleytex. Carpet shall be Holleytex 730 Blue
         Suede. Areas with existing ceramic file or quarry tile shall remain.

-        The existing fire protection system will be modified to accommodate the
         revised floor plan and shall be performed in conformance with NFPA and
         the City of Lenexa Codes Enforcement and Fire Department.

-        The base HVAC system will be modified to accommodate a Parker Control
         Zoning System. Ten zones of control will be included. The existing
         demolished area will have a new 5 ton combination roof top unit
         installed. The existing will be modified to be in conformance with
         ASHRAE standards for this location.

-        All existing light fixtures will be modified with T8 lamps with
         electronic ballast, and paracube lenses. All lighting in general open
         office areas will be controlled by motion sensor devices. Emergency and
         exit lights will be installed as required by building codes and the
         fire department. New electrical devices to be installed shall be
         installed as indicated on Exhibit B-1.2. Exact locations shall be
         determined by Lessee prior to installation.
<PAGE>   19


                                                           EXHIBIT"C"


                                 NO EXCEPTIONS.


<PAGE>   20

                                  Exhibit "D" 


                                   DECLARATION
                                 WITH RESPECT TO
                                  COVENANTS AND
                                  RESTRICTIONS
                                    AFFECTING
                                    SOUTHLAKE



                                [SOUTHLAKE LOGO]


<PAGE>   21
DECLARATION
WITH RESPECT TO
COVENANTS AND RESTRICTIONS
AFFECTING SOUTHLAKE

THIS DECLARATION is made as of this 1st day of April, 1986 by LENEXA INDUSTRIAL
PARK, INC., a Kansas Corporation, (hereinafter called Declarant).

WHEREAS, this Declaration relates to a tract of land situated in the City of
Lenexa, County of Johnson, State of Kansas, legally described as set forth in
Exhibit 1 hereto, fee simple title to which is vested in Declarant, hereinafter
referred to as the Entire Tract; and,

WHEREAS, Declarant proposes to develop said tract as an integrated business
development for office, commercial and limited industrial purposes, and desires
to fix and establish certain covenants, conditions and restrictions upon and
subject to which the Entire Tract, or any part thereof, shall be improved, held,
leased, sold and/or conveyed.

NOW, THEREFORE, Declarant, as owner of the land described in Exhibit 1 hereto,
for itself and its successors and assigns, hereby declares as follows:

ARTICLE 1
CERTAIN DEFINITIONS

1.01     The following terms shall, except where the context otherwise requires,
         have the respective meanings hereinafter specified:

         (a)      The term "BUILDING" shall mean any structure which (i) is
                  permanently affixed to the land, (ii) has one or more floors
                  and a roof, and (iii) is bounded by either an open area or the
                  lot lines of a Building Site. A Building shall not include
                  such structures as billboards, fences, or radio towers, or
                  structures with interior surfaces not normally accessible for
                  human use, such as tanks, smokestacks, or similar structures.
   
         (b)      The term "BUILDING LINE" shall have the meaning given to such
                  term in Section 4.01 hereof.

         (c)      The term "BUILDING SITE" shall mean a portion of the Entire
                  Tract on which a Building is erected or on which a Building
                  could be constructed within the terms of this Declaration. If
                  a Building is one of a group of Buildings constructed upon a
                  contiguous portion of the Entire Tract according to an
                  integrated plan approved by the Trustees, then the portion of
                  the Entire Tract utilized for such development may be
                  designated a Building Site for purposes of these Restrictions.

         (d)      "COMMON PROPERTIES" shall mean and refer to those areas of
                  land shown on any recorded plat or its equivalent, or any area
                  of land designated by recorded document in Johnson County,
                  Kansas, comprising a portion of the Entire Tract which are
                  identified thereon as "Common Properties of the Southlake
                  Association."

         (e)      The term "DECLARANT" shall mean Lenexa Industrial Park, Inc.,
                  a Kansas corporation, its successors and assigns.

         (f)      The term "FLOOR AREA" shall mean the aggregate area of all
                  floors within all Buildings erected on any Building Site. Each
                  floor shall be measured to the

 Page 2  


<PAGE>   22

ARTICLE 1 
CERTAIN DEFINITIONS

1.01     (f)      exterior side of each outside wall where such floor extends to
                  an outside wall and shall be measured to the interior side of
                  the supporting pillars or walls where such floor does not
                  extend to an outside wall. The term "Floor Area" shall not 
                  include truck ramps or shipping or delivery areas situated 
                  outside any Building, improvement or other structure.

         (g)      The term "PERSON" shall mean an individual, corporation,
                  trust, partnership or unincorporated organization.

         (h)      The term "RECORD OWNER" shall mean the owner at the time of
                  any part of the Entire Tract as shown on the records of the
                  Recorder for the County of Johnson, State of Kansas, as of the
                  date of any action to be taken by such Record Owner under the
                  provisions of this Declaration, and shall also mean and
                  include any person designated in writing, whether in a lease
                  or otherwise, by any such Record Owner to act in the manner
                  provided herein with complete authority and in the place of
                  such owner in the matter for which action is taken.

         (i)      The term "RESTRICTIONS" shall mean the covenants, conditions
                  and restrictions upon and subject to which the Entire Tract,
                  or any part thereof, shall be improved, held, leased, sold
                  and/or conveyed, all as hereinafter set forth.

         (j)      The term "SIGN" is any writing (including letter, word, or
                  numeral); pictorial representation (including illustration or
                  declaration); emblem (including device, symbol or trademark);
                  flag (including banner or pennant); or any other figure of
                  similar character, which (i) is a structure or any part
                  thereof, or is attached to, painted on or in any other manner
                  represented on a Building or other structure, (ii) is used to
                  announce, direct attention to, or advertise, and (iii) is
                  visible from outside a Building. A Sign shall include writing,
                  representation, or other figure of similar character within a
                  Building only when regularly visible from outside the
                  Building. The following shall not he deemed to be a Sign
                  within the meaning as hereinabove set forth: (i) signs of a
                  duly constituted governmental body, including traffic or
                  regulatory devices, legal notices or warnings; (ii) small
                  signs displayed for the direction or convenience of the
                  public, including signs which identify restrooms, freight
                  entrances or the like, but these shall also be subject to the
                  approval of the Trustees.

         (k)      The term "STRUCTURE" shall mean any physical object
                  temporarily or permanently affixed to the land, except grass,
                  shrubbery, trees or other landscaping.

         (1)      The term "SUBSIDIARY" shall mean any corporation at least a
                  majority of the outstanding voting stock of which shall at the
                  time he owned by a Record Owner.

         (m)      The term "TRUSTEE" shall mean those persons selected and
                  elected as members of the Board of Trustees as hereinafter
                  provided.

         (n)      The term "UNAVOIDABLE DELAYS" shall mean strikes, lockouts,
                  acts of God, casualty, boycotts, governmental restrictions,
                  war, national emergency, inability to obtain labor or
                  materials or other cause beyond the reasonable control of the
                  Record Owner or the person claiming under such Record Owners;
                  provided, however, lack of funds or financing shall not be
                  deemed an Unavoidable Delay.


Page 3


<PAGE>   23

ARTICLE 2 
GENERAL PURPOSES OF RESTRICTIONS

2.01     The Entire Tract is hereby subjected to the Restrictions for the
         following purposes:

         (a)      To encourage development in a manner which is free from danger
                  of fire, explosion, toxic and noxious matter and other
                  hazards, and from offensive noise, vibration, smoke, dust,
                  odorous matter and other objectionable influences.

         (b)      To protect the Entire Tract against congestion by limiting the
                  bulk of Buildings in relation to the land around them and to
                  one another, and providing for off-street parking and loading
                  facilities.

         (c)      To promote the proper and most desirable use and development
                  of the various parts of the Entire Tract in accordance with
                  a well considered plan.

         (d)      To conserve the value of Building Sites and Buildings of
                  Owners in the Entire Tract.

         (e)      To protect against construction of improvements on Building
                  Sites which are of poor design or quality and to encourage
                  construction of improvements utilizing good quality and
                  attractive material and good architectural and planning
                  standards, compatible with other improvements in the Entire
                  Tract.

         (f)      To ensure compliance with all applicable federal, state and
                  local laws and regulations.

         (g)      To provide for the continuing care and maintenance of all
                  land, Buildings and Structures in the Entire Tract so that
                  Southlake may be, and continue to be, a location which
                  provides an aesthetically pleasing workplace for Record
                  Owners, their tenants, employees and invitees.


ARTICLE 3 
REVIEW AND APPROVAL OF IMPROVEMENTS

3.01     No Building or Structure, or other improvement including, but not
         limited to, any signs, poles or towers, paved areas or fences shall be
         erected, placed or altered on any Building Site in the Entire Tract
         until the plans and specifications therefor, and a plot plan showing
         the location thereof on the particular Building Site and a landscaping
         plan shall have been submitted to and approved in writing by the
         Trustees. In reviewing such plans, specifications and plot plans, the
         Trustees shall give consideration to conformity and harmony of exterior
         design with existing Buildings, Structures and other improvements in
         the Entire Tract, and to the location of existing Buildings, Structures
         and other improvements on the Building Site, giving due regard to the
         anticipated use thereof, as the same may affect adjoining Buildings,
         uses and operations, and as to location of such proposed Buildings,
         Structures and improvements with respect to topography, grade and
         finished ground elevation. In the event the Trustees fail to approve or
         disapprove such plans, specifications, and plot plans, in writing,
         within sixty (60) days after the same have been submitted to the
         Trustees, then such plans, specifications, and plot plans shall be
         deemed to have been approved, provided, however, that lack of approval
         by the Trustees shall not waive any express covenant contained herein.

3.02     Neither the Trustees, nor Declarant, nor any member, employee or agent
         of any of them shall be liable to any Record Owner or tenant or to
         anyone else submitting plans for approval, or to any other action in
         connection with its or their duties hereunder.

Page 4

<PAGE>   24

ARTICLE 3 
REVIEW AND APPROVAL OF IMPROVEMENTS

3.02     Likewise, anyone so submitting plans to the Trustees for approval, by
         submitting such plans, and any person when he or it becomes a Record
         Owner or tenant, agrees that he or it will not bring any action or suit
         to recover any damages against the Trustees, Declarant or any member,
         employee or agent of any of them, arising or in any way connected with
         this Declaration or the approval or failure to approve any plans
         submitted by anyone.

3.03     After approval of aforementioned plans and specifications by the
         Trustees, no deviation shall be made during construction which would
         materially change the scope of the improvements, and no changes in
         exterior quality or appearance of the improvements shall be made
         without written approval of the Trustees.

3.04     The Trustees may require all or any part of the following information
         be submitted to them in connection with their consideration of any
         plans, submittal or application:

         (a)      Architectural plans for the proposed building or structure,
                  which shall include outline specifications designating
                  materials and mechanical, electrical and structural systems,
                  and samples of external colors.

         (b)      A site plan for traffic engineering analysis, showing the
                  location and design of buildings, driveways, driveway
                  intersections with streets, parking areas, loading areas,
                  maneuvering areas and sidewalks designated.

         (c)      A grading plan and planting plan, including screen walls and
                  fences for analysis of adequacy of visual screening, erosion
                  control, drainage and landscape architectural design, together
                  with plan for automatic underground sprinklering system.

         (d)      A site plan showing utilities and utility easements.

         (e)      Plans for all signs to be erected, including details of
                  materials, location, design, size, color and lighting.

         (f)      Plans showing exterior illumination of the Building, as well
                  as parking and loading areas.

         (g)      A description of the proposed business operation in sufficient
                  detail to permit judgment (i) of the extent of any noise,
                  odor, glare, vibration, smoke, dust, gases, hazard, radiation,
                  radioactivity or liquid wastes that may be created; and (ii)
                  as to whether or not the proposed operation includes only uses
                  permitted under the terms of any existing zoning ordinances
                  and this Declaration and other laws and governmental
                  regulations.

         (h)      Any other information as may he reasonably requested by the
                  Trustees in order to insure compliance with the covenants
                  contained herein.

3.05     The Trustees shall have the right to approve a variance in conformance
         to these Restrictions which does not, in the sole reasonable judgment
         of the Trustees, violate the spirit and intent of the Restrictions.

3.06     Once The Trustees have approved plans and specifications for a Building
         or other Structure and such Building or other Structure has been
         constructed in conformity with

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<PAGE>   25

ARTICLE 3 
REVIEW AND APPROVAL OF IMPROVEMENTS

3.06     such plans and specifications, the approval shall not be withdrawn and
         such Building or other Structure shall thereafter be deemed to be in
         compliance with these Restrictions as then in effect or thereafter
         amended.

ARTICLE 4 
BUILDING AND SETBACK LINES

4.01     Except as hereinafter provided, no Building or other Structure shall at
         any time be erected on a Building Site nearer than one hundred feet
         (100') to the right-of-way line of College Boulevard, or to Santa Fe
         Trail Drive, or nearer than fifty feet (50') to the right-of-way line
         of any other street adjoining the Building Site. Likewise, no Building
         or other Structure shall be nearer than thirty feet (30') to any side
         boundary line or rear boundary line of such Building Site, except as
         provided herein. The foregoing are designated as a Building Line.

4.02     No parking or loading areas nor vehicle maneuvering areas shall at any
         time be constructed or maintained nearer than thirty feet (30') to the
         right-of-way line of any street adjoining the Building Site nor nearer
         than fifteen feet (15') to any other side or rear boundary line of a
         Building Site, but the same may be permitted on other portions of a
         Building Site between the property line and the Building Lines.

4.03     Incidental structures, such as flagpoles, light standards, sign
         standards, meter pits, fire hose houses, sidewalks, patios and similar
         accessory Structures, may be permitted between property lines and
         Building Lines upon the written approval of the Trustees.

4.04     Except as provided above, the area between property lines and Building
         Lines shall be used for landscaped areas, lawn, driveways to parking
         and loading areas, and walks in accordance with other provisions of
         this Declaration.

ARTICLE 5 
PARKING AND LOADING

5.01     No parking of automobiles, trucks, trailers, or other vehicles will be
         permitted on any public or private streets in the Entire Tract, and it
         will be the responsibility of each Record Owner to provide sufficient
         parking and loading facilities on its Building Site at least to the
         minimum standards set forth herein, and each Record Owner shall be
         responsible for compliance with the provision of this Article by its
         employees, customers, visitors, invitees, and motor carriers serving
         the Building Site. Each Record Owner shall keep available on its
         Building Site paved areas, or land for future permitted paved areas, at
         least as set forth below:

         (a)      Four (4) parking spaces per thousand (1,000) square feet of
                  Floor Area devoted to office, administrative, or similar
                  purposes.

         (b)      Four (4) parking spaces per thousand (1,000) square feet of
                  Floor Area devoted to retail or commercial purposes.

         (c)      Two (2) parking spaces per thousand (1,000) square feet for
                  Floor Area devoted to distribution or manufacturing purposes.

5.02     No loading dock or loading door used for the frequent receipt or
         shipment of goods or materials shall be erected fronting on any public
         street without the written permission

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<PAGE>   26

ARTICLE 5 
PARKING AND LOADING

5.02     of the Trustees. Any loading docks or loading doors so permitted shall
         be constructed so that any exposed sides of a loading space so created
         shall be appropriately and effectively screened by landscaping or
         otherwise and to the extent considered reasonable by the Trustees. The
         front of the loading space so created shall be screened by landscaping
         or berms so as to minimize view from public streets and adjacent
         Building Sites as determined by the Trustees.

5.03     All portions of any Building Site used for driveways, parking areas and
         loading areas shall be paved with a dustfree, all-weather surface at
         least equal to the required specifications of the City of Lenexa and
         shall be kept in a good condition and state of repair.

5.04     With respect to any Building devoted to industrial purposes and
         involving the frequent loading and unloading of products and materials
         at the Building Site on which such Building is erected, the Record
         Owner shall provide, or reserve land for future provision, off-street
         loading space on the basis of space for loading and unloading one (1)
         truck for the first ten thousand (10,000) square feet of Floor Area
         devoted to such industrial purposes and space for loading and unloading
         one (1) additional truck for each succeeding twenty thousand (20,000)
         square feet of Floor Area devoted to such industrial purposes. A truck
         loading space shall have a minimum horizontal width of eleven feet six
         inches (11' 6"), a minimum depth of sixty feet (60') and a minimum
         vertical clearance of fourteen feet (14').

ARTICLE 6 
BUILDING CONSTRUCTION

6.01     All Buildings erected on a Record Owner's Building Site shall be
         masonry construction or its equivalent, or better as determined by the
         Trustees.

6.02     Exterior walls of Buildings shall be finished with face brick, stone,
         modern metal paneling with enduring finish, glass, concrete panels
         painted or finished with a permanent and attractive surface, or their
         equivalent, as determined by the Trustees. With the written permission
         of the Trustees, exterior walls of Buildings not facing streets may be
         constructed of painted concrete blocks, provided returns of twenty feet
         (20') are constructed from walls facing streets of the same material as
         the material on walls facing streets.

6.03     The improvements on each Building Site shall include a flagpole flying
         the American flag or the flag of national origin of the occupant of a
         Building on said Building Site.

6.04     The exterior of all Buildings on a Building Site shall be illuminated
         according to a plan approved in writing by the Trustees.

6.05     In the event that any Building or other improvement on a Building Site
         is to be constructed or otherwise improved with an exposed metal roof,
         such as a standing seam metal roof or similar installations, the
         Trustees may require that said roof be finished with an enduring finish
         in a color approved by the Trustees to achieve an aesthetically
         pleasing appearance of said roof from other portions of the Entire
         Tract.

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<PAGE>   27

ARTICLE 7
LANDSCAPING AND MAINTENANCE OF GROUNDS AND BUILDINGS

7.01     The maintenance of all land, Buildings and other Structures in the
         Entire Tract is the continuing responsibility and obligation of each
         Record Owner and each of the same covenant and agree with the other
         Record Owners and the Trustees to keep and maintain the same in
         accordance with the provisions of this Declaration. The standards of
         maintenance of all improvements in the Entire Tract shall be determined
         by the Trustees in their sole reasonable judgment and shall be based
         upon the terms and provisions of these covenants and the intent of
         these covenants to create and maintain a modern and prestigious
         business park consistent with the provisions of Article 2 hereof.

         (a)      All land areas between required Building Lines and property
                  lines (including street rights-of-way adjoining the same) of a
                  Building Site which has been improved with a Building, not
                  used for drives, walks or parking areas, must be attractively
                  landscaped and maintained as lawn and landscaped areas. Weeds
                  and undergrowth must be kept mowed to a height of not more
                  than twelve inches (12") on all other unimproved land areas.
                  Common Areas shall he kept in a clean and orderly condition as
                  determined by the Trustees and in accordance with the
                  provisions of Article 16 hereof.

         (b)      No trash, debris or litter shall be permitted on any Building
                  Site and it shall be the responsibility of each Record Owner
                  to conduct its business in a manner which will not result in
                  the same being generated on its or other Building Sites.

         (c)      Exterior surfaces of Buildings, Structures and other
                  improvements, including all paved areas, must be kept in a
                  good condition and state of repair and otherwise in conformity
                  with the intent of these Restrictions. Said exteriors shall be
                  maintained and renewed or replaced as necessary to keep the
                  same consistent with the plans therefore originally approved
                  by the Trustees. Color or finish of exterior surfaces shall
                  not be changed except as the same may be approved by the
                  Trustees.

7.02     Improved Building Sites shall be landscaped in accordance with a plan
         submitted to and approved in writing by the Trustees; and no tenant or
         Record Owner shall occupy the Building or Structure until such plan,
         together with adequate provisions for implementing the same, has been
         so approved. The plan shall include the use of conifers and tall
         evergreens, particularly in the screened areas defined in Article 5.02
         above, as well as in other areas of the site that require plantings.
         Owners are urged to also provide groupings of conifers and tall
         evergreens in areas between property lines and Building Lines along
         streets and abutting Common Properties to provide year round screening
         in these areas. 

         Minimum size of trees to be installed upon improved Building Sites at
         the time of initial or replacement planting shall be as follows:

                     Shade Trees- 2-2 1/2" calipers
                     Flowering and ornamental trees - 5-6' high
                     Conifers - 5-6' high
                     Upright evergreens - 4' high

7.03     It is the intent of Declarant that landscaping shall be provided in a
         manner and to an extent to properly compliment the building
         improvements on a site and to properly screen parking and loading
         areas. Initial planting, exclusive of sodding, seeding, and

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<PAGE>   28

ARTICLE 7
LANDSCAPING AND MAINTENANCE OF GROUNDS AND BUILDINGS

7.03     lawn sprinkler system shall be included at a cost or value of not less
         than two percent (2%) of the estimated cost of building and other
         improvements up to $250,000; and one percent (1%) of the estimated cost
         over $250,000 and less than $500,000; and one-half percent (1/2%) for
         any cost or value over $500,000.

7.04     The landscape development, having been installed, shall be maintained
         by the Record Owner or tenant of the Building Site in a neat and
         adequate manner, which shall include the mowing of lawns, trimming of
         hedges, fertilizing, watering when needed, and removal of weeds from
         planted areas on Record Owner's Building Sites and public rights-of-way
         adjacent thereto. Maintenance of the landscaping development shall
         include replacement of all plant material included in the approved
         landscaping plan, as well as replacement of any street trees on or
         adjacent to a Building Site originally provided by Declarant.
 
7.05     Installation and utilization of an automatic underground lawn and
         landscape watering system is required for each Building Site which has
         been improved with a Building pursuant to this Declaration. Said system
         shall be designed so as to properly water all lawn and landscaped areas
         of a Building Site.

         The Trustees may waive the installation of a watering system in areas 
         of a Building Site other than between Building Lines and property lines
         if such area is held for the expansion of a Building or parking areas. 
         Such a waiver shall only be for the term and under conditions stated in
         the written approval of the Trustees regarding said improvements.

7.06     The approved plan for landscaping the Building Site may not be altered
         without written approval by the Trustees.

7.07     Each Record Owner and tenant shall keep its premises, Buildings,
         improvements and appurtenances in a safe, sightly, clean, neat and
         wholesome condition, and shall comply in all respects with all
         governmental, health and police requirements. Each Record Owner and
         tenant shall remove at its own expense any rubbish or trash of any
         character which may accumulate on its property and shall keep
         unlandscaped areas mowed as required by these Restrictions. Rubbish and
         trash shall not be disposed of on the premises by burning in open
         fires. Use of any incinerators shall only be with written approval of
         the Trustees.

7.08     A part of each Record Owner's obligations set forth in this Article
         shall be the implementation and maintenance of an erosion control
         program on its Building Site. This program shall be designed to insure
         that, to the greatest extent deemed practical by the Trustees, measures
         shall be taken to minimize water discharge from a Building Site onto
         the Common Properties in a manner to prevent erosion of banks or
         silting in of lakes on said Common Properties.

7.09     In the event any Record Owner or tenant does not comply with the
         provisions of this Article within ten (10) days after written notice by
         the Trustees, the Trustees and their representatives or employees shall
         have the right to enter on such Building Site and perform the work
         specified in such notice and the Record Owner or tenant shall pay the
         cost thereof upon demand. If the cost of such work is not paid within
         ten (10) days after demand is made therefor upon such Record Owner or
         tenant, it shall become a lien on such land the same as and enforceable
         to the extent provided for assessment in this Declaration.

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<PAGE>   29

ARTICLE 8 
OUTSIDE STORAGE

8.01     No outside storage of any type, including but not limited to materials,
         supplies, equipment, vehicles, finished or semifinished products, raw
         materials or articles of any nature shall be stored or permitted to
         remain on any Building Site outside of the Building or Buildings
         constructed thereon, without the written approval of the Trustees. Any
         permitted storage shall be screened and/or fenced in a manner so as to
         not be objectionable to any occupant of other Building Sites in the
         Entire Tract, and shall be continued only in accordance with the terms
         of the Trustee's approval.

8.02     Facilities for storage of waste and rubbish shall be maintained within
         a screened area in closed metal containers of type approved by the
         Trustees in writing and only in locations approved by the Trustees in
         writing.

8.03     The bulk storage of any liquids or materials on the outside of
         Buildings shall be permitted only in locations and in a manner as may
         he approved in writing by the Trustees.

ARTICLE 9 
MINERALS

9.01     No oil or gas drilling, oil development, mining or quarrying operations
         of any kind shall be permitted upon the entire Tract, or any part
         thereof, nor shall oil wells, gas wells, tanks, tunnels, mineral
         excavations or shafts be permitted upon the Entire Tract or any part
         thereof without written approval of the Trustees.

ARTICLE 10 
SIGNS

10.01    No sign shall be erected, placed or otherwise installed upon a Building
         Site or affixed to a Building, Structure, or other improvement erected
         on a Building Site until the plans for such sign shall have been
         approved in writing by the Trustees. All signs, whether or not included
         or excluded from the definition of such term in Section 1.01 (j) hereof
         (except such signs as may be wholly within a Building and not visible
         from outside thereof) shall be conservative and in good taste, shall be
         identification signs as distinguished from promotional signs or
         billboards, and shall comply with the general purposes of this
         Declaration as set forth in Section 2.01 hereof. Flashing or moving
         signs shall be prohibited. Product or service replicas or models shall
         be prohibited unless the same are conservative and in good taste, are
         for identification purposes as distinguished from promotional purposes,
         and shall comply with the general purposes of this Declaration as set
         forth in Section 2.01 hereof. Declarant, or its agent, or authorized
         agents of Record Owners, shall be permitted to erect a reasonable
         number of Signs, which shall be conservative and in good taste, for the
         purpose of identifying the development and advertising the availability
         of Buildings and Building Sites therein, but the same shall only be
         permitted as authorized by the Trustees.

ARTICLE 11 
PERFORMANCE STANDARDS

11.01    No operation shall be conducted on any Building Site or any part
         thereof which results in the emission of noise, smoke, dust, dirt, fly
         ash or odor to an extent to be reasonably objectionable to any other
         Record Owner or occupant of other Building Sites in the Entire Tract.

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<PAGE>   30

ARTICLE 12
RIGHT TO REPURCHASE

12.01    If, after the expiration of two (2) years from the date of conveyance
         of any Building Site within the Entire Tract, any Record Owner (or
         anyone claiming under such Record Owner) shall not have begun in good
         faith (subject, however, to Unavoidable Delays) the construction of an
         acceptable and approved Building upon such Building Site for the uses
         permitted hereunder, and thereafter, with diligence, prosecuted such
         construction in strict compliance with the provisions hereof, Declarant
         may within a two (2) year period thereafter, at its option, require the
         Record Owner to reconvey the Building Site to Declarant, free and clear
         from all liens, charges, encumbrances, tenancies and other such title
         exceptions except those in existence at the time of such original
         conveyance, and at such time Declarant shall refund to the Record Owner
         the purchase price and enter into possession of said Building Site. At
         any time Declarant may extend, in writing, the time in which such
         Building may be commenced and/or completed. Such right to repurchase
         shall be an additional material consideration to Declarant for the
         conveyance of any Building Site. A notice of such right to repurchase
         or an agreement with respect to such right may be included in contracts
         for sale or in deeds by which Declarant conveys title, but the failure
         in any particular transaction so to include either the notice or the
         agreement or both shall not deprive Declarant of such right without
         specific recitation to such effect in such contracts and deeds.

ARTICLE 13 
UTILITY CONNECTION

13.01    All public utility connections and installations of wires and conduits
         to Buildings shall be made underground from the nearest available power
         source. No transformer, electric, gas or other meter of any type or
         other apparatus shall be located on any power pole but the same shall
         be placed on or below the surface of the land or hung on the outside of
         a Building on a wall not facing a street, and where placed on the
         surface of the land shall be adequately screened and fenced, and all
         such installations shall be subject to prior written approval of the
         Trustees.

13.02    The provisions of this Article 13 shall not operate to prohibit or
         modify the overhead electrical transmission line of Kansas City Power &
         Light Company located on portions of the Entire Tract at the date of
         these Restrictions.

ARTICLE 14
SUBDIVISION

14.01    No Building Site shall be subdivided, nor shall any portion be
         separately sold, leased or rented, until a plan for such proposed
         subdivision or separate sale, leasing or renting, shall have been
         submitted to and approved by the Trustees in writing.

ARTICLE 15 
THE BOARD OF TRUSTEES

15.01    There hereby is established a Board of Trustees, for all purposes set
         forth in these Restrictions, which shall consist of three members.
         Declarant hereby appoints Hugh J. Zimmer, David J. Zimmer, and Ellen B.
         Zimmer, as the initial Board of Trustees, the appointment to be
         effective upon the recordation of this declaration in the Office of the
         Recorder of Deeds for Johnson County, Kansas, who shall hold office
         until their respective successors are appointed and qualified, unless
         sooner removed pursuant hereto.

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<PAGE>   31

ARTICLE 15 
THE BOARD OF TRUSTEES

15.02    So long as fifty percent (50%) or more of the acreage subject to these
         Restrictions (exclusive of public roadways and Common Properties) is
         owned by Declarant, the three (3) members of the Board of Trustees
         shall be appointed by Declarant. So long as twenty percent (20%) to
         forty-nine percent (49%) of the acreage subject to these Restrictions
         is owned by Declarant, two (2) members shall be appointed by Declarant
         and one (1) member shall be elected by the other Record Owners. So long
         as five percent (5%) to nineteen percent (19%) of the acreage subject
         to these restrictions is owned by Declarant, one (1) member shall be
         appointed by it and two (2) members shall be elected by the other
         Record Owners. If less than five percent (5%) of the acreage subject to
         these Restrictions is owned by Declarant, all of the members of the
         Board of Trustees shall be elected by the other Record Owners.

15.03    Subject to the provisions of 15.02, in all elections for members of the
         Board of Trustees, every Record Owner shall have the right to vote in
         person or by proxy, having one (1) vote for each full acre owned, and
         fraction of an acre owned in excess of one-half (1/2) acre, for as many
         persons as there are Trustees to be elected, or to accumulate said
         votes and give one (1) candidate as many votes as the number of
         Trustees multiplied by the total number of full acres and fractional
         acres in excess of one-half (1/2) of an acre shall equal, or to
         distribute such votes on the same principle among as many candidates as
         a Record Owner shall see fit.

15.04    The term of office of the members of the Board of Trustees shall be for
         two (2) years and shall run from January 1st through December 31st of
         the second year or until their successors are elected and/or appointed
         and qualified; provided, however, that upon written notice by the
         Record Owners of over fifty percent (50%) of the square foot land area
         of the Entire Tract (exclusive of public road ways and Common
         Properties) the term of any Trustee shall automatically terminate and
         the unexpired term shall be filled in accordance with provisions of
         this Article within thirty (30) days from the date of said termination.

15.05    Two (2) members of the Board of Trustees shall constitute a quorum, and
         actions of the Board shall be by majority vote of those members in
         attendance at any meeting at which there is a quorum present. The Board
         of Trustees shall promulgate operating procedures for the conduct of
         its affairs, which procedures shall provide for written notice to all
         Trustees of meetings, given at least three (3) days prior to any such
         meeting, provided that such notice may be waived. However, if all
         Trustees severally or collectively consent in writing to any action to
         be taken by the Trustees, such consents shall have the same force and
         effect as a unanimous vote of the Trustees or a resolution unanimously
         passed by the Trustees at a meeting duly held, and may be hereinafter
         referred to as such. Such consent shall be filed with the minutes of
         the meetings of the Trustees.

15.06    The Board of Trustees shall provide for the enforcement of the
         Restrictions herein set forth, shall establish policies and procedures
         for the review and approval of plans and the like required by these
         Restrictions, shall have the right to provide for any improvements or
         maintenance of improvements, or services, which they may deem necessary
         or desirable, shall have the power as hereinafter provided to levy
         assessments, shall set dates for the election of Trustees when such
         elections are appropriate, and shall otherwise establish such
         procedures and policies necessary or deemed desirable to provide for
         the general welfare of the Entire Tract, in accordance with the spirit
         and letter of the Restrictions set forth in this Declaration.

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<PAGE>   32

ARTICLE 15
THE BOARD OF TRUSTEES

15.07    Without limiting the generality of the foregoing, the Board of Trustees
         shall have the following powers, provided, however, that nothing herein
         contained shall be deemed to prevent any Record Owner having the
         contractual right to do so from enforcing any Restrictions in its own
         name:

         (a)      To enforce, either in the name of one or more Trustees, or in
                  the name of any Record Owner within the Entire Tract, any and
                  all Restrictions herein contained. The expenses and costs, if
                  any, in such proceedings shall be paid out of the funds of the
                  Trustees raised by assessments or otherwise.

         (b)      To provide for the plowing or removal of snow from sidewalks
                  and streets.

         (c)      To care for, protect and replant trees, shrubbery, grass and
                  other improvements on all parkways, streets, Common Properties
                  and in other public places.

         (d)      To mow, care for and maintain parkways in front of vacant or
                  other property and to cut and remove weeds and grass from such
                  parkways, vacant property or other places; to pick up and
                  remove therefrom loose material, trash and rubbish of all
                  kinds and to do such other things necessary or desirable to
                  keep vacant and unimproved property neat in appearance and in
                  good order.

         (e)      To provide and maintain such lights as the Trustees may deem
                  advisable on streets, parks, parkways, gateways, entrances or
                  other features, Common Properties and in other public or
                  semi-public places.

         (f)      To exercise such control over streets, sidewalks, parks,
                  Common Properties and pedestrian ways as may be within its
                  powers including the cleaning of the same, and the erection
                  and maintenance of street signs.

         (g)      To acquire and hold the title in its name, or the name of one
                  of the Trustees or a nominee or otherwise, to such real estate
                  and easements as may be reasonably necessary to carry out
                  purposes of this Declaration, or to the Common Properties, and
                  to pay taxes on such real estate as may be so used by it, as
                  well as such taxes as may be assessed against land in public
                  or semi-public places or the Common Properties.

         (h)      To provide for grounds and lawn maintenance, snow removal,
                  trash removal or other services to be performed for Record
                  Owners on their Building Sites, all of said services to be
                  billed to and paid for by said Record Owners. If the Trustees
                  so determine, said services may he mandatory on all Building
                  Sites and shall be according to a degree and specification
                  consistent with the intent of these Restrictions. Said
                  services may he performed by employees of the Trustees or
                  their agents, or may he performed by contract or both. The
                  charges for such services shall be comparable to prevailing
                  charges for similar services in the area and shall be
                  equitably billed to each Record Owner. Said billings shall be
                  in a manner determined by the Trustees and may include
                  reasonable charges for administration and supervision, as well
                  as for other direct and indirect costs approved by the
                  Trustees. The Trustees may, in their sole discretion, exempt
                  any Record Owner from the obligation to accept such services.
                  All charges billed in accordance with this Section shall be
                  collectible in the manner called for regarding payment of
                  assessments and shall constitute liens as hereinafter
                  provided.

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<PAGE>   33

ARTICLE 15 
THE BOARD OF TRUSTEES

15.08    The Trustees shall have power to levy assessments upon and against the
         Record Owners and against the Building Sites themselves for the purpose
         of carrying out the general duties and powers of the Board of Trustees
         set forth in this Article and elsewhere in these Restrictions. In
         making such assessments, the Trustees may levy a charge of not more
         than $.005 per square foot of land area in the Entire Tract in any 
         one (1) calendar year against the Record Owners of property and the
         Building Sites themselves within the Entire Tract, apportioned to and
         against such property and Building Sites according to the square foot
         area of land contained therein. Such maximum amount may not be
         exceeded, provided, however, that such maximum amount shall be changed,
         if the change results in an increase, but not if the change results in
         a decrease, on the fifth (5th) anniversary of the date of the recording
         of this Declaration in the Recorder of Deeds of Johnson County, Kansas,
         and on each successive fifth (5th) anniversary thereafter, to an amount
         in each case, which is the product of five (5) mills, multiplied by a
         fraction, the numerator of which shall be the Consumer Price Index for
         Urban Wage Earners and Clerical Workers, U.S. City Average, All Items
         (1967 equals 100) published by the Bureau of Labor Statistics, United
         States Department of Labor ("CPI-U"), or its successor or other
         comparable index in the event of the discontinuance of CPI-U, for June
         of the calendar year in which each fifth (5th) anniversary falls, and
         the denominator of which shall be the CPI-U as defined above for
         December, 1985. Any charge pursuant to Article 7.09 or 15.07 (h)
         enforceable as an assessment lien shall not be limited as herein set
         forth, but shall be in the amount as set forth in said Articles. All
         assessments shall be made in the manner and subject to the following
         provisions:

         (a)      Notice of the levying of all assessments shall be given by
                  mail, addressed to the address for such Record Owner as set
                  forth in the deed from Declarant conveying title to the
                  Building Site in question or to such other address as the
                  Record Owner may have given notice pursuant to Section 19.01
                  hereof and deposited in the United States mail with postage
                  prepaid, or may be given by posting a brief notice of the
                  assessment upon the Building Site itself.

         (b)      Every assessment shall become due and payable upon the date
                  set forth in the notice thereof, which shall not be less than
                  thirty (30) days after such notice. From and after the date
                  when said payment is due, the same shall bear interest at the
                  Kansas legal rate of interest per annum until paid, and such
                  payment with accrued interest shall constitute a lien on the
                  affected property which shall continue in full force and
                  effect until the amount is fully paid. At any time after the
                  passage of the resolution (whether at a meeting or by consent)
                  levying an assessment and its entry in its minutes, the Board
                  of Trustees or any one of the Trustees acting in behalf of the
                  Board, may, in addition, execute and acknowledge an instrument
                  reciting the levy of the assessment with respect to any one or
                  more Building Sites and cause the same to be recorded in the
                  Johnson County, Kansas Recorder's office; and the Board of
                  Trustees may upon payment cancel or release any one or more
                  Building Sites from the liability of the assessment (as shown
                  by recorded instrument) by recording (at the expense of the
                  affected owner) a like instrument releasing such assessment
                  with respect to any property affected. The Trustees shall
                  cause to be noted from time to time in the minutes of their
                  proceedings or in other appropriate records the payments made
                  on account of assessments. All statutory laws and rights for
                  enforcing and collecting general taxes in the State of Kansas,
                  now or hereafter existing, are conferred upon the Trustees,
                  and the Trustees may bring suits to collect such assessment or
                  enforce such liens. Such liens shall continue for a period of
                  three years from the date of delinquency, unless within such
                  time suit shall have

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<PAGE>   34

ARTICLE 15 
THE BOARD OF TRUSTEES

15.08    (b)      been instituted for the collection of the assessment, in which
                  event the lien shall continue until termination of the suit 
                  and satisfaction of the judgment resulting therefrom.

15.09    In addition to the annual charges permitted in Section 15.08 above, the
         Trustees shall have the right to levy special assessments on all of the
         Building Sites in the Entire Tract for the sole purpose of
         reconstruction, unexpected repair or replacement of improvements within
         the Common Properties of SOUTHLAKE. Such special assessments shall only
         be levied after at least thirty (30) days' notice to each Record Owner
         specifying the nature and amount of such proposed special assessment
         and the approval of the same by a vote representing approval by the
         Record Owners of a majority of the acreage in the Entire Tract. After
         approval as set forth herein, special assessments shall be subject to 
         collection in the same manner as annual charges set forth in 15.08
         above.

15.10    The Board of Trustees shall have all powers and authority necessary or
         desirable to carry out the spirit and letter of the Restrictions set
         forth in this Declaration even though such powers and authority are not
         specifically granted in this Declaration.

15.11    The Board of Trustees shall have such bank accounts in which shall be
         deposited the funds of the Board of Trustees, whether raised by
         assessment or otherwise, in such banks, and requiring such signatures
         for withdrawal as the Board of Trustees shall determine. The Board of
         Trustees shall keep books of account relating to the collection and
         disbursement of funds.

15.12    The Board of Trustees may, at any time, and from time to time, create
         and terminate an association or associations to be composed of Record
         Owners or their tenants or both in the Entire Tract. The Association
         shall be incorporated or unincorporated as the Trustees shall
         determine, shall have such duration and such articles and bylaws as the
         Trustees shall determine, and shall have such duties, powers and
         responsibilities as the Trustees shall determine and assign to it,
         including, but not limited to, such of the powers and duties of the
         Trustees as are set forth in this Article.

ARTICLE 16 
COMMON PROPERTIES

16.01    Common Properties, as the same may be vested in SOUTHLAKE, shall be
         held by the Trustees for the use and benefit of all Record Owners and
         their employees and invitees in the Entire Tract, and others as may he
         determined by the Trustees. The Trustees may hold the Common Properties
         in fee simple, by easement, or in any other manner approved by the
         Trustees.

16.02    The Trustees shall establish such rules and regulations for the use of
         Common Properties by Record Owners and others as they shall deem to be
         appropriate and shall have the right to enforce the same with the same
         authority granted by these Covenants.

16.03    The Trustees shall establish standards of maintenance for the Common
         Properties which shall be consistent with the intent of these
         Restrictions and shall maintain the same in accordance with such
         standards.

16.04    The Trustees shall have the right to enter into contracts with the City
         of Lenexa or other appropriate public bodies for the maintenance, use,
         control, development, and operation of the Common Properties, all in
         the sole discretion of the Trustees. The


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<PAGE>   35

ARTICLE 16 
COMMON PROPERTIES

16.04    rights referred to in this Article may include conveyance by easement,
         contract, or in fee simple of all or any part of the Common Areas as
         determined by the Trustees.

ARTICLE 17 
ADDITIONAL LAND TO BE MADE SUBJECT HERETO

17.01    Declarant, from time to time, shall have the right at any time before
         it has conveyed all of the land then subject hereto to render other
         lands also subject and subservient to the Restrictions, if such land is
         contiguous, adjoining or adjacent to the Entire Tract or some point
         thereof, or if separated from the Entire Tract only by a dedicated
         street, by executing, delivering to the Board of Trustees, and
         recording a supplement to the Restrictions stating:

         (a)      A description of the land to be added and made subject to the
                  Restrictions.

         (b)      A statement that Declarant is the owner in fee simple of such
                  land; or, in lieu thereof, a statement that all persons
                  joining in such supplement constitute the entire fee simple
                  ownership of such land.

         (c)      A statement of any additional restrictions or burdens to which
                  the land to be added shall be subjected, if any, and a
                  statement of any restrictions or provisions of the
                  Restrictions which shall in whole or in part not be applicable
                  to such land to be added, or which shall be applicable in
                  modified form, if any; provided, however, that such land to be
                  added must be subject to assessment as herein provided.

17.02    Following the execution, delivery and recording of such supplement, but
         subject to its terms, such land to be added and the then or future
         owners thereof shall in all respects be fully subject to the
         Restrictions and all rights, privileges, obligations and the like set
         forth herein, except as otherwise provided in such supplement,
         including, but not limited to, the right to serve as and elect members
         of the Board of Trustees and to the payment of assessments as though
         said land had originally been included in and subject to these
         Restrictions.

ARTICLE 18 
ENFORCEMENT AND DURATION

18.01    The conditions, covenants, restrictions and reservations herein
         contained shall run with the land, and be binding upon and inure to the
         benefit of Declarant and the now and future Record Owners of every part
         of the land now or hereafter covered by the provisions hereof; shall
         create mutual, equitable servitudes upon each Building Site in favor of
         every other such Building site; and shall create reciprocal rights and
         obligations between and among Declarant and the respective Record
         Owners and tenants of all Building Sites and privity of contract and
         estate between Declarant and all grantees of said Building Sites, their
         heirs, successors and assigns.

18.02    These conditions, covenants, restrictions and reservations may be
         enforced as herein provided and by Declarant, any Record Owner, or any
         Tenant with approval of the Record Owner of the Building Site of which
         the Tenant occupies in whole or in part, as well as by the Trustees
         acting on behalf of Declarant and Record Owners, and violation of any
         conditions, covenant, restriction or reservation herein contained shall
         give to Declarant, the Trustees, the Association and to the Record
         Owners or any of them, the right to bring proceedings at law or in
         equity against the party or parties violating or

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<PAGE>   36

ARTICLE 18 
ENFORCEMENT AND DURATION

18.02    attempting to violate any of said covenants, conditions, restrictions
         and reservations; to enjoin them from so doing; to cause such violation
         to be remedied; or to recover damages resulting from any such
         violation. Every act, omission to act, or condition which violates the
         covenants, conditions, restrictions and reservations herein contained
         shall constitute a nuisance and every remedy available at law or in
         equity for the abatement of public or private nuisances shall he
         available to Declarant, the Record Owners, the Association and the
         Trustees. In any legal or equitable proceeding to enforce the
         provisions hereof or to enjoin their violation, the party or parties
         against whom judgment is entered shall pay the reasonable attorneys'
         fees of the party or parties for whom judgment is entered in such
         amount as may be fixed by the court in such proceeding. Such remedies
         shall be cumulative and not exclusive.

18.03    It is understood that from time to time Declarant or other Record
         Owners may dedicate portions of the Entire Tract to various
         governmental bodies to be used as public streets, parks, or for similar
         purposes essential to the use and development of the Entire Tract. It
         is further understood that Declarant may also from time to time
         designate certain portions of the Entire Tract to be used for private
         roads or Common Properties, without dedication to governmental bodies.
         So long as any of the foregoing are dedicated or conveyed by deed or
         easement for purposes as set forth above, and are used for such
         purposes, they shall be automatically released from this Declaration
         including the obligation for assessments set forth in Article 15. In
         the event, however, that any of the foregoing are vacated, and revert
         to and become a part of adjoining Building Sites, they shall
         automatically come under the terms and provisions of this Declaration.

18.04    All restrictions and other provisions herein contained shall be deemed
         prior and superior to all mortgages and deeds of trust hereafter
         executed upon land subject to this Declaration, and to all leases
         covering part or all of any Building Site; provided, however, the
         violation of these restrictions shall not defeat nor render invalid the
         lien of any mortgage or deed of trust made in good faith and for value,
         nor the leasehold estate of any tenant except to the extent otherwise
         expressly provided in its lease. If any portion of the land is sold
         under foreclosure of any mortgage or deed of trust, any purchaser at
         such sale, and his successors and assigns, shall hold any and all of
         such properties purchased subject to all of the Restrictions and other
         provisions hereof as fully as if he were an original party to this
         Declaration.

18.05    The failure of Declarant, the Trustees, the Association or any Record
         Owner to take action to enforce the provisions hereof or to enjoin
         their violation shall in no event be deemed a waiver of its right to
         subsequently do so, nor shall it be deemed a waiver of any subsequent
         default or of the continuation of any existing default.

18.06    Invalidation of any part or parts of this Declaration by judgment or
         court action shall in no way affect any of the other provisions which
         shall remain in full force and effect.

18.07    These Restrictions shall run with the land and shall he binding upon
         and shall inure to the benefit of all parties and all persons claiming
         under or through Declarant or any Record Owner until December 31, 2015,
         at which time the Restrictions shall be automatically extended for
         successive periods of ten (10) years; provided, however, that at any
         time the Record Owners of more than fifty percent (50%) of the acreage
         in the Entire Tract, and Declarant (whose acreage may be included
         for the fifty percent (50%) computation) may, by written declaration
         signed and acknowledged by them and recorded in the office of the 
         Recorder of Deeds for Johnson County, Kansas, alter, amend, modify or 
         terminate these Restrictions, except that no amendment shall be made 
         which shall change Section 3.06, the maximum amount of the assessments


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<PAGE>   37

ARTICLE 18
ENFORCEMENT AND DURATION

18.07    provided for in Section 15.08, or the provisions protecting mortgages,
         deeds of trust, and leasehold estates in Section 18.04, without the
         agreement of one hundred percent (100%) of the Record Owners.

ARTICLE 19 
MISCELLANEOUS

19.01    All notices, consents, approvals or other communications (herein called
         Notices) required or permitted to be given hereunder shall be in
         writing and shall be deemed to have been properly given if sent by
         registered or certified mail, postage prepaid, if to Declarant, or the
         Trustees, addressed to Declarant at 1220 Washington, P.O. Box 414317,
         Kansas City, Missouri 64141, or to any Record Owner at the address
         specified in the deed from Declarant to the Record Owner owning the
         Building Site in question, or at such other address as shall be
         furnished to Declarant by a Record Owner in accordance with the terms
         of this Section 19.01 or to the street address of a Building located on
         a Building Site. Declarant, the Trustees, or any Record Owner may
         change the address to which Notices are to be sent in the manner herein
         before provided. Notices shall be deemed given on the date of the
         registration or certification thereof. Declarant shall not be bound by
         any change in record ownership of any Building Site until it has been
         given notice of such change in ownership in the manner herein
         provided for the giving of Notices.

19.02    Every person who now or hereafter owns or acquires any rights, title,
         estate or interest to any portion of the property covered hereby is and
         shall be conclusively deemed to have consented and agreed to every
         covenant, condition and restriction contained herein, whether or not
         reference to this Declaration is contained in the instrument by which
         such person acquired an interest in said property.

19.03    This Agreement and the separate provisions thereof shall be construed
         and enforced in accordance with the laws of the State of Kansas.

         IN WITNESS WHEREOF, LENEXA INDUSTRIAL PARK, INC. has caused this
         Declaration to be duly executed as of the date first above written.

                            LENEXA INDUSTRIAL PARK, INC.



                            By: /s/ Hugh J. Zimmer
                               -------------------------------
                               Hugh J. Zimmer, President


ATTEST:



/s/ Oneta F. Copeland
--------------------------------
Oneta F. Copeland, Secretary


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<PAGE>   38

STATE Of MISSOURI )
                  ) ss. 
COUNTY OF CLAY    )


On this 1st day of April, 1986, personally appeared Hugh J. Zimmer to me
personally known, who being duly sworn, did say that he is President of Lenexa
Industrial Park, Inc., that the seal affixed to the foregoing instrument was
signed and sealed on behalf of said corporation and said Hugh J. Zimmer
acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
my office in Kansas City, Missouri, the day and year last above written.

My commission expires:


June 24, 1989                         /s/ Cheryl A. Brockman
-------------                         ----------------------
                                      Cheryl A. Brockman
                                      Notary Public



EXHIBIT 1

All that part of the North One-Half of Section 17, Township 13, Range 24, now in
the City of Lenexa, Johnson County, Kansas, more particularly described as
follows: Beginning at the Northwest corner of said Section 17; thence North
90 (degree) East, along the North line of said Section 17, a distance of 5299.71
feet, to the Northeast corner of said Section 17; thence South 0 (degree) 31'59"
West, along the East line of the Northeast Quarter of said Section 17, a
distance of 165.00 feet; thence South 90 (degree) West, parallel with the North
line of said Section 17, a distance of 220.00 feet; thence South
0 (degree) 31'59" West, parallel with the East line of the Northeast Quarter of
said Section 17, a distance of 120.00 feet; thence North 90 (degree) East,
parallel with the North line of said Section 17, a distance of 220.00 feet, to a
point on the East line of the Northeast Quarter of said Section 17; thence South
0 (degree 31'59" West, along said East line, a distance of 116.00 feet; thence
North 87 (degree) 38'58" West, a distance of 311.40 feet; thence South
0 (degree) 31'59" West, parallel with the East line of the Northeast Quarter of
said Section 17, a distance of 182.50 feet; thence South 8 (degree) 38'58" East,
a distance of 311.40 feet, to a point on the East line of the Northeast Quarter
of said Section 17; thence South 0(degree) 31'59" West, along said East line, a
distance of 377.74 feet, to a point on the Westerly right-of-way line of the St.
Louis and San Francisco Railroad and the Missouri and Kansas Interurban Railway
Company; thence South 33 (degree) 32'14" West, along said Westerly Railroad
right-of-way line, a distance of 2028.93 feet, to a point on the South line of
the Northeast Quarter of said Section 17; thence North 89 (degree) 56'09" West,
along said South line, a distance of 1538.74 feet, to the Southwest corner of
the Northeast Quarter of said Section 17; thence North 89 (degree) 55'30" West,
along the South line of the Northwest Quarter of said Section 17, a distance of
2639.70 feet, to the Southwest corner of the Northwest Quarter of said Section
17; thence North 0(degree)11'10" East, along the West line of the Northwest
Quarter of said Section 17, a distance of 2647.20 feet, to the Point of
Beginning, containing 298.6062 acres, more or less.

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