<PAGE>

                                                                   Exhibit 10.23

                           INDEX TO LEASE AGREEMENT
                           ------------------------

ARTICLE I       LEASED PREMISES

ARTICLE II      TERMS OF LEASE

ARTICLE III     BASIC MONTHLY RENT

ARTICLE IV      SECURITY DEPOSIT

ARTICLE V       USE OF LEASED PREMISES

ARTICLE VI      IMPROVEMENTS BY LESSOR

ARTICLE VII     SIGNS

ARTICLE VIII    ALTERATIONS BY LESSEE

ARTICLE IX      MAINTENANCE AND REPAIR

ARTICLE X       MAINTENANCE OF COMMON AREA

ARTICLE XI      TAXES AND OTHER IMPOSITIONS

ARTICLE XII     UTILITIES

ARTICLE XIII    INSURANCE AND DAMAGES

ARTICLE XIV     LESSEE'S PROPERTY

ARTICLE XV      ACCESS TO LEASED PREMISES

ARTICLE XVI     QUIET ENJOYMENT

ARTICLE XVII    ESTOPPEL CERTIFICATE; SUBORDINATION; ATTORNMENT

ARTICLE XVIII   EVENTS OF DEFAULT; LESSOR'S REMEDIES AND DAMAGES

ARTICLE XIX     INDEMNIFICATION; SUBROGATION

ARTICLE XX      NO WAIVER

ARTICLE XXI     EMINENT DOMAIN


<PAGE>

ARTICLE XXII    RENT ADJUSTMENT FORMULA

ARTICLE XXIII   OPTION TO RENEW

ARTICLE XXIV    ASSIGNMENT AND SUBLETTING

ARTICLE XXV     SURRENDER

ARTICLE XXVI    MISCELLANEOUS

ARTICLE XXVII   BINDING CLAUSE

ARTICLE XXVIII  NOTICE TO SELL

<PAGE>

This LEASE AGREEMENT (hereinafter referred to as "Lease") (hereinafter referred
to as "Lease") made on this 23 day of November, 1998, by and between Robert M.
Mumma, II, G.R.A.T., having offices at Box E, McCormick Road, Bowmansdale,
Pennsylvania, (hereinafter referred to as "Lessor") and QTL Corporation, having
offices at 1353 Dayton Street, Salinus, CA, 93962, (hereinafter referred to as
"Lessee").

     WHEREAS, the Lessor wishes to lease to the Lessee and the Lessee wishes to
lease from the Lessor, that certain portion of the premises herein described in
"Exhibit A".

     INTENDING TO BE LEGALLY BOUND HEREBY, the Lessor and the Lessee agree as
follows:
                          ARTICLE I -- LEASED PREMISES

     1.   The Lessor leases to the Lessee and the Lessee leases from the Lessor
that certain portion (hereinafter referred to as the "Leased Premises") of a
building (hereinafter referred to as the "Building'") as designated on the site
plan (Exhibit B), construction drawings (Exhibit C), specification (Exhibit D),
leasehold improvements by Lessor/Lessee (Exhibit E), and rendering (Exhibit F) ,
hereafter to be erected at 1520 Bobali Drive, Harrisburg, Pennsylvania, 17104
(hereinafter referred to as the "Center"` or "Entire Premises") located in
Swatara Township, Dauphin County, Pennsylvania, the leased premises containing
50,000 square feet of net rentable floor space, with the leased premises being
measured from the outside building line of each wall of the leased premises or,
in the case of those walls separating the leased premises from the other
portions of the building, down the center lines of such walls, together with the
right to the nonexclusive use in common with others to use some of all such
automobile parking areas, corridors and pathways and other facilities as may be
designated by Lessor from time to time as more fully set forth in and subject to
the terms and conditions of this Lease, and to such rules and
<PAGE>

                                      -2-



regulation for the use thereof as may be prescribed from time to time by the
Lessor in accordance with this Lease.

     1.   The term (hereinafter referred to as the "Term") of this Lease shall
be for a period of ten (10) years, and shall commence on the earlier of the
following dates: (1) the date which is one (1) day after the Lessor or the
Lessor's supervising architect or agent notifies Lessee in writing that the
Lessor has substantially completed all of the improvements (hereinafter referred
to as "Improvement") required to be constructed pursuant to this Lease and a
certificate of occupancy has been issued by the issuing authority, or (2) the
date on which the Lessee takes possession of the Leased Premises, whichever
shall first occur. However, Lessor represents to Lessee that occupancy will take
place no later than June 1, 1999.

     2.   Immediately upon demand therefor, the Lessee shall deliver to the
Lessor a statement acknowledging the date upon which the Term commenced, which
statement shall be in form and substance satisfactory to the Lessor.

     3.   Notwithstanding anything to the contrary, in no event shall the Term
extend beyond ten (10) years from commencement. ( Except to the extent permitted
by the terms of this Lease).

     4.   Except to the extent permitted by the terms of this Lease, in the
event that the Lessee shall continue to occupy the Leased Premises beyond the
Term hereof and the Lessor elects to accept rent therefor, a tenancy at will
from month to month only shall be created and no tenancy for any longer period
of time shall be deemed to exist.

                       ARTICLE III -- BASIC MONTHLY RENT

     1.   The Lessee shall pay to the lessor as basic monthly rent (hereinafter
referred to as "Basic Monthly Rent") for the Leased Premises the sum of Fifteen
Thousand Six Hundred
<PAGE>

                                      -3-

Twenty Five Dollars ($15,625.00), all in advance, on the first day of every
calendar month during the Term hereof without deduction or setoff (except as
otherwise permitted herein). In the event that the Term of the Lease shall
commence or end on a day other than the first of the month, the Lessee shall pay
for such time period minimum rental equal to one-thirtieth (1/30th) of the Basic
Monthly Rent multiplied by the number of rental days of such fractional month.

                         ARTICLE IV -- SECURITY DEPOSIT

     1.   Concurrently with the execution of the Lease, the Lessee shall deposit
with the Lessor the sum of Fifteen Thousand Six Hundred Twenty-five Dollars
($15,625.00) as security for the full, timely and faithful observance and
performance by the Lessee of the provisions of this Lease on the part of Lessee
to be observed or performed. The said security deposit (hereinafter referred to
as the "Security Deposit") shall be held by the Lessor throughout the Term
hereof and the Lessee shall not be entitled to interest thereon.

     2.   If at any time during the term, a default by the Lessee (hereinafter
referred to as "Default by Lessee ) shall occur by reason of the failure of the
Lessee to make a prompt payment when due of Basic Monthly Rent or additional
rent (hereinafter referred to as "Additional Rent") or any other sum owing by
the Lessee to the Lessor, then the Lessor may appropriate and apply any portion
of the Security Deposit as may be necessary to the payment of the overdue Basic
Monthly Rent, Additional Rent or any other sum owing by the Lessee to the
Lessor.

     3.   If on the termination of the tenancy of the Lessee or for any other
reason, the Lessee does not leave the Leased Premises in the same condition
which they existed at the beginning of the term, reasonable wear and tear
excepted, then, in addition to any and all other rights as remedies of which the
Lessor may be possessed, the Lessor may appropriate and apply
<PAGE>

                                      -4-

any portion of the security Deposit, as may be reasonably necessary to return
the Leased Premised to such condition.

     4.   Any remaining Security Deposit not so applied pursuant to paragraphs 2
and 3 of this Article shall be returned by Lessor to Lessee without demand,
without interest, within thirty (30) days after the end of the Term.

     5.   The Lessee acknowledges that the Security Deposit is not to be
considered as the final Basic Monthly Rent.

     6.   The Lessor may deliver the Security Deposit to any purchaser of
Lessor's interest in the Leased Premises, in the event that such interest is
sold, and thereupon Lessor shall be discharged from any further liability with
respect to such Security Deposit, and Lessee agrees to look solely to such
purchaser for the return of such Security Deposit.

                      ARTICLE V -- USE OF LEASED PREMISES

     1.   The Leased Premises shall be occupied and used for warehousing,
wholesale and retail sales, if applicable, offices for administration and sales,
including the purposes of warehousing, distribution, and manufacturing Lessee's
full range of products similar and/or equal to current production and/or
warehousing facilities located at 1830 S. 19th Street, Harrisburg, Pennsylvania,
17104, or any other legal use so long as all products stored conform to all
state and federal regulation pertaining to the storage, maintenance or
possession of products defined as toxic under applicable standards. Lessee
agrees that it will not store, possess or dispose of any product in other than
the manner prescribed by applicable regulations.

     2.   The Lessee covenants and warrants to the Lessor:

          a.  Not to use the Leased Premises or permit the Leased Premises to be
used for any unlawful purpose or any purpose not specifically permitted by this
Lease.
<PAGE>

                                      -5-


          b.  Not to use or occupy or suffer or permit the Leased Premises or
any part thereof to be used or occupied in any manner so as to increase the cost
of fire or other casualty insurance over and above the normal cost of such
insurance for the type and location of the Building or contrary to the Lease.

          c.  Not to display any merchandise or other items outside the Leased
Premises nor in any way obstruct the sidewalks adjacent thereto.

          d.  Not to place garbage, rubbish, trash or containers thereof outside
the Leased Premises except in such containers, if any, which the Lessee shall
have provided for such purpose with the approval of the Lessor.

          e.  To load and unload all merchandise and other items and to cause
the collection of garbage, rubbish and trash through such doors, if any, of the
Leased Premises as the Lessor shall have designated for such purpose.

          f.  To keep the Leased Premises in a good, safe, clean and proper
condition.

          g.  To prevent the Leased Premises form being used in any way which
shall injure or damage the same or the Building or which may be or result in a
nuisance, annoyance, inconvenience or damage to the other tenants of the
Building.

          h.  To abide by all reasonable rules and regulations established by
Lessor, from time to time, with respect to the Building, provided, however, that
no such rules or regulations shall prohibit or unreasonably hinder the use of
the Leased Premises for the purpose referred to in this Article not interfere
with Lessee's right to quiet enjoyment of the premise.

                      ARTICLE VI -- IMPROVEMENTS BY LESSOR

     1.   The Lessor shall construct the Leased Premises incorporating in such
construction all items of work in accordance with the plans and specifications
set forth in Exhibit B, C, D, E
<PAGE>

                                      -6-

and F (except for Tenant leasehold improvements). Lessor agrees to complete
construction to permit occupancy by Lessee on May 1, 1999.

     2.  Lessor shall have the exclusive right to determine the architectural
design and the structural, mechanical and other standard details and
specifications of the Improvements, including, but not limited to, the type of
materials and the manufacturer and supplier thereof. All construction by Lessor
shall be done in a good and workmanlike manner and in accordance with all
building and fire codes.

     3.  In the event that the Lessor shall be unable to complete the
Improvements so that the Premises are fully usable by lessee for its intended
production and/or distribution, Lessee shall not be liable for any Basic Monthly
Rent, Additional Rent or other amount herein reserved until such time as the
Lessor shall deliver possession of the leased Premises to the Lessee in said
condition, subject to the provisions hereinafter set forth.

                              ARTICLE VII -- SIGNS

     1.  Subject to the provisions hereof the lessee as part of this Lease will
erect a sign (hereinafter referred to as the "Sign") conforming to those signs
already placed (hereinafter referred to as "Sign") on the exterior portion of
the Building. The design for and size of the Sign together with the location
will be at the discretion of Lessor. The Lessee, will have the right to
designate the proper name to be inserted. Size, shape, color and style of
letters to be at the discretion of Lessor.

                     ARTICLE VIII -- ALTERATIONS BY LESSEE

     1.  The Lessee shall not make or permit to be made any alteration,
improvements or additions (hereinafter collectively referred to as
"Alterations") to the Leased Premises or any part thereof without first
obtaining the written consent in writing of the Lessor. The Lessor shall not
<PAGE>

                                      -7-

be required to give such consent which shall not be unreasonably withheld and in
the event that the Lessor shall give such consent, such consent may be
conditioned upon the fulfillment of such requirements as the Lessor shall
determine. All Alterations to the Leased Premises shall be made in accordance
with all applicable laws and governmental rules and regulations and shall
immediately become the property of the Lessor and shall remain for the benefit
of the Lessor; provided, however, that if prior to the termination of this
Lease, or within thirty (30) days thereafter the Lessor so directs by notice to
the Lessee that the same be removed, the lessees shall at its cost and expense
promptly remove such of the alteration which were placed on the leased Premises
by the lessee and which are designated in said notice and repair any damage
occasioned by such removal to the reasonable satisfaction of the lessor and in
default thereof the Lessor may effect said removals and repairs at the lessee's
cost and expense and the lessee shall pay the cost and expense thereof to the
Lessor upon demand as Additional Rent. In the event of the making of such
Alteration as herein provided, the lessee shall indemnify and save the Lessor
harmless of and from any and all loss and damage. The foregoing notwithstanding,
Lessee shall not be required to remove the permanent Leasehold improvements to
be constructed by Lessee such as office partitions. Lessee shall also have the
right to remove its trade fixtures, shelving, machinery and equipment provided
it repairs any damage caused by such removal.

     2.   In the event that the Lessee shall make any Alteration to the leased
premises pursuant to Section 1 of this Article, the Lessee shall promptly pay
when due all contractors and materialmen who shall have supplied labor, work or
materials to the Lessee. In addition, the Lessee shall take all other steps,
including without limitation the timely filing of stipulations or waivers or
releases of liens signed by all contractor, subcontractors or materialmen. In
the event that any Mechanic's Lien shall be filed with respect to the Leased
Premises for work performed
<PAGE>

                                      -8-

by or on behalf of the Lessee, the Lessee shall bond against or cause the same
to be discharged within thirty (30) days after the Mechanic's Lien has been
filed or formal notice of said lien has been issued, whichever shall first
occur, regardless of the validity of such Mechanic's Lien. Nothing contained in
this Lease or otherwise is intended to authorize the Lessee to do or cause any
work or labor to be done or any materials to be supplied for the account of the
lessee, all of the same being solely for the Lessee's account and at the
Lessee's sole risk, cost and expense.

                      ARTICLE IX -- MAINTENANCE AND REPAIR

     1.  Repairs and Maintenance by Lessee

          (a) Lessee shall at all times at its own expense keep and maintain the
Leased Premises (including, but not limited to, all entrances and the inside and
outside of all glass in the doors and windows and all partitions, doors,
fixtures, signs, equipment and appurtenances thereof in good order and repair
and in a neat, safe, clean and orderly condition, including, but not limited to,
making all nonstructural ordinary and extraordinary, foreseen and unforeseen
repairs and replacements to the Leased Premises, including, without limitation,
repairs and replacements to the plumbing and sewage facilities within the Leased
Premises or under the floor slab including free flow up to the main sewer line,
electrical, heating ventilation and air conditioning systems and escalators and
elevators, if any, and mechanical systems and installations therein, provided
however that Lessee shall not be responsible for any repairs or defects caused
by faulty construction by Lessor and Lessor agrees to repair or correct the
same. Lessee shall not overload the electrical wiring serving the Leased
Premises or within the leased Premises, and will install at its own expense but
only after obtaining Lessor's written approval, which shall not be unreasonably
withheld, any additional electrical wiring which may be required in connection
with the Leased Premises.
<PAGE>

                                      -9-

          (b)  Lessee will repair promptly at its own expense any damage
(whether structural or nonstructural) to the Leased Premises caused by any
construction or alterations performed by Lessee or bringing into the Leased
Premises any property for Lessee's use, or by the installation or removal of
such property, regardless of fault or by whom such damage shall be caused,
unless caused solely by the negligence of Lessor or its servants or employees.

          (c)  In the event Lessee defaults in the performance to Lessor's
satisfaction of any of its obligations and under this Section 1, and such
default continues for a period of ten (10) days after written notice from Lessor
(except that in an emergency no notice shall be required), Lessor, in addition
to Lessor's other remedies under this Lease, at law or in equity, may (but shall
not be obligated to do so) cure such default on behalf of Lessee without any
liability of Lessor, its agents, servants, employees, contractors or
subcontractors for damage to Lessee's merchandise, fixtures or other property or
to Lessee's business by reason thereof and Lessee shall reimburse Lessor, as
Additional Rent, upon demand, for any sums paid or costs incurred in curing such
default, plus administrative costs of Lessor in a sum equal to twenty percent
(20%) of such sums and costs.

     2.   Structural Repairs.  Except as otherwise provided by Section 1,
structural portions of the Premises, the roof of the Leased Premises and those
portions of the exterior of the Leased Premises, including parking areas, which
Lessee is not obligated to maintain pursuant to Section 1 will be repaired by
Lessor provided Lessee gives Lessor notice specifying the need for and nature of
such repairs, provided however, if Lessor is required to make any repairs to
such portions of the Leased Premises by reason, in whole or in part of the
negligent act of failure to act by Lessee or Lessee's agent. Servants,
employees, contractors or subcontractors, or by reason of any unusual use of the
Leased Premises by Lessee (whether or not such use is a permitted use
<PAGE>

                                      -10-


hereunder), Lessor may collect the cost of such repairs, as Additional Rent,
upon demand. For the purpose of this Lease, any difference in floor level,
shifting of floor slab, or deviation in finished floor height resulting from the
insertion or construction of an expansion joint or strip in the floor slab shall
not be deemed a structural defect requiring repair by Lessor, but rather, a
normal construction practice which shall be Lessee's responsibility to
appropriately plan for in its construction and use of the Leased premises.

     If, without Lessor's prior consent, Lessee performs any alterations,
additions, improvements, changes, affixations of chattels or other work which
affects the structural portions of the Leased Premises and/or the roof of the
Building and/or that portion of the exterior of the Leased Premises which Lessor
is obligated to repair pursuant to Section 2 (a) or which affects the structural
integrity of the Building, such action by Lessee shall release and discharge
Lessor as of the commencement of such alteration, addition, improvement,
affixation or other work of and from such repair obligation and thereafter
Lessee agrees to be solely responsible for the maintenance, repair, and
replacement of any or all such structural portions, roof, exterior and building
which have been affected as aforesaid; provided, in the event Lessee shall
default in the performance, to Lessor's satisfaction, of such responsibilities,
Lessor, in addition to Lessor's other remedies under this Lease, at law or in
equity, may (but shall not be obligated to do so) cure such default on behalf of
Lessee without any liability of Lessor, its agents, servants, employees,
contractors or subcontractors for damage to Lessee's merchandise, fixtures or
other property or to Lessee's business by reason thereof, and Lessee shall
reimburse Lessor, as Additional Rent, upon demand, for any sums paid or costs
incurred in curing such default, plus administrative costs of Lessor in a sum
equal to twenty percent (20%) of such sums and/or costs. For the purposes of the
foregoing, if Lessee performs any such alterations, additions,
<PAGE>

                                      -11-

improvements, changes, affixation or other work in a manner not consistent with
Lessor's prior consent thereto, such work shall be deemed to have been performed
without Lessor's consent. The foregoing notwithstanding, Lessee shall have no
liability for and shall be reimbursed by Lessor for the cost of repairs made by
Lessee which are the responsibility of Lessor hereunder and which Lessor failed
to make after ten (10) days written notice from Lessee to Lessor, unless Lessor
disputes responsibility.

     3.  The Lessee shall place throughout the leased premises such fire
extinguishers as are necessary in order to comply with all applicable laws and
shall maintain the same in good working order and repair. In the event that the
Lessee refuses or neglects to provide such fire extinguishers, the Lessor may,
but shall not be required to provide the same and the Lessee shall pay the cost
and expense thereof to the Lessor upon demand as Additional Rent. In the event
that the fire extinguishers are provided by the Lessee as required herein, the
fire extinguishers shall be and remain the property of the Lessee.

                    ARTICLE X -- MAINTENANCE OF COMMON AREA

     1.  The Lessor shall provide such approaches, exits, entrances, and
roadways as the Lessor shall determine to be appropriate for the nonexclusive
use of the Lessee, its employees, agents and customers. Subject to the other
provisions of this Lease, the Lessor shall maintain such approaches to 1520
Bobali Drive, Harrisburg, Pennsylvania, 17104, as recorded, i.e. exits,
entrances, paved areas, and roadways, and all lawns and other exterior areas
under the control of the Lessor ( all of the foregoing being hereinafter
referred to as "Common Areas") in good condition and repair, and with respect to
such approaches, exits, entrances, paved areas, and roadways as aforesaid,
reasonably clear of snow and ice.
<PAGE>

                                      -12-

     2.   During the term and all renewals thereof, the Lessee shall pay to the
Lessor as Additional Rent, which sum shall be paid monthly by the Lessee to the
Lessor together with the Basic Monthly Rent which shall constitute the Lessee's
share of the cost of the maintenance of the Common Areas including snow, lawn
care and parking areas but not to include trash removal or the cost of a trash
container, or security lighting. The cost of trash removal shall be paid by the
Lessee. The Lessee shall pay its pro rata share of the cost of all security
lighting as determined by the Lessor.

     3.   Lessee's net rental area is 50,000 square feet, divided into the total
Building of 50,000 square feet. Included with printout will be copies of
invoices submitted by subcontractors. Notwithstanding the foregoing, the Lessor
shall not take any action nor permit any other tenant of the Lessor to take any
action which would hinder or impede reasonable access to the Leased premises
over the roadway known as 1520 Bobali Drive, Harrisburg, Pennsylvania, 17104.

                   ARTICLE XI -- TAXES AND OTHER IMPOSITIONS

     1.   Within thirty (30) days after each billing is transmitted to the
Lessee, the Lessee shall pay as Additional Rent the Lessee's proportionate share
of all levies, taxes, assessments, water and sewer rates and charges, liens, and
license and permit fees, charges for public utilities and all other charges,
imposts and burdens of whatsoever nature, general or special, foreseen or
unforeseen, whether or not particularized by name, ordinary or extraordinary,
which are applicable to the Term of this Lease, and which are created, levied,
assessed, confirmed, adjudged, imposed or charged by any federal, state or
municipal government or public authority of whatsoever nature, or under any law
or governmental rule or regulation, or pursuant to any recorded covenants or
agreements (all of which are hereinafter referred to as "Impositions")
<PAGE>

                                      -13-

upon or with respect to the Leased Premises, the Lot upon which the same is
located or any improvements made thereto, any part of the foregoing or any
appurtenances thereto, or directly upon this Lease or the rent payable hereunder
or amounts payable by any subtenants or other occupants of the Leased Premises.
Or upon this transaction or any related documents to which the Lessee is a
party, or against the Lessor because of the lessor's estate or interest herein.
The Lessee's proportionate share of such Impositions shall be determined by
dividing the total area of the leased premise by the total area of the building
and applying the percentage thus calculated to the total amount of the
Impositions due. The Lessee shall pay each such Imposition at the Lessor's
election to the Lessor directly or to the government or other public authority
charged with the collection of such Impositions; and in the latter event, the
Lessee shall furnish to the Lessor, not later than thirty (30) days following
such payment, a receipt or other evidence satisfactory to the Lessor of the
payment of such Impositions.

     2.  Nothing contained in this Lease shall be deemed to require the Lessee
to pay any income, sales, gross receipts, business privilege, transfer or excess
profits tax imposed or assessed upon the Lessor by reason of its collection of
rents under the Lease. Lessee shall be responsible for any mercantile taxes
relating to its business.

     3.  Notwithstanding the foregoing provisions of this Article, in the event
that any mortgages of the Lessor requires monthly installment payments of the
Impositions or in the event that any mortgagee of the lessor requires monthly
installment payments of the Impositions or in the event that the lessee fails to
pay the Impositions when due, the Lessor shall have the right, at its election,
but not the duty, to require the Lessee to pay to the Lessor or to any mortgagee
of the lessor, at the time when the installment of basic monthly Rent is payable
hereunder, an amount equal to one-twelfth (1/12th) of the annual Impositions as
estimated by the lessor.  In the event an
<PAGE>

                                      -14-

actual billing is transmitted to the lessee, the Lessee shall also pay as
Additional Rent the amount by which the Impositions becoming due exceed the
monthly payments of account thereof previously made by the Lessee. The Lessor
shall have no liability to the lessee on account of any estimate made by the
lessor with respect to any Imposition or by reason of the fact that any such
estimate exceeded or was less than the amount of such Imposition. Any payments
by Lessee which turn out to be in excess of the Impositions actually owed shall
be returned promptly by Lessor to Lessee. The amounts paid by the lessee
pursuant to this Section shall be used to pay the Impositions but such amounts
shall not be deemed to be trust funds and no interest shall be payable thereon
by the Lessor.

     4.  The Lessor shall have the right, but not the duty, to contest the
validity or amount of any imposition or to recover payments made on account
thereof. The lessee shall cooperate fully with the lessor with respect to such
proceedings to the extent reasonably necessary and shall pay to the lessor all
reasonable costs and expenses, including without limitation attorneys fees,
incurred in connection with such proceedings as Additional Rent promptly upon
being billed therefore. In the event that the Lessor shall elect not to contest
the validity or amount of any real estate tax (or assessment pertaining thereto)
which is referred to in this Article and which is, included within the
definition of "Impositions" referred to therein, then the lessee shall have the
right, but not the duty, to contest the same at its own cost and expense and in
such case, any amounts to be recovered, net reasonable attorneys fees, shall be
distributed on an equitable basis between the Lessor and the Lessee.

                           ARTICLES XII -- UTILITIES

     1.  The Lessee shall pay for the cost and expense of all utilities and
other services rendered furnished to the Leased Premises during the term,
including without limitation heat,
<PAGE>

                                      -15-

water service, sewer service, gas, electricity, telephone service and trash
disposal service together with all taxes levied or assessed thereon and other
charges on such utilities or services. In no event shall the lessor be liable
for the quality, quantity, failure or interruption of such utilities or services
to Leased Premises. The following utilities shall be separately metered for the
leased Premises: heat, water service, sewer service, gas, electricity, and
telephone service. Notwithstanding the foregoing, in the event that such
utilities or services are not separately metered for the Lessee, then the Lessee
shall pay from time to time as Additional Rent within thirty (30) days after
billing by the Lessor the Lessee's proportionate share of the cost and expense
of such utilities and other services, by dividing the total area of the leased
premise by the total area of the building and applying the percentage thus
calculated to the total amount of the Impositions due.

                     ARTICLES XIII -- INSURANCE AND DAMAGE

     1.  The Lessee shall maintain and keep in effect throughout the Term hereof
with policies from an insurer and in form and substance reasonably satisfactory
to the lessor and its lender.

         a.  Insurance against loss or damage to the Leased Premises and all
other improvements now or hereafter located thereon by fire and such other
casualties as may be included in the broadest form of all-risk insurance from
time to time available, in an amount equal to at least the full insurable
replacement value of the leased Premises and all improvements thereon, the
policy to have attached thereto replacement cost.

     2.  Lessee will keep in force with companies licensed to do business in the
state where the Leased Premises is located at Lessee's expense at all times
during the term of this Lease and during such other times as Lessee occupies the
leased Premises for any part there:
<PAGE>

                                      -16-

         (a) Public liability insurance with respect to Leased Premises, if
any, and the business operated by Lessee and any subtenants, licensees and
concessionaires of Lessee in or from the leased Premises with minimum limits of
Five Hundred Thousand Dollars ($500,000.00) on account of bodily injuries to or
death of one person, and One Million Dollars ($1,000,000.00) on account of
bodily injuries to or death of more than one person as the result of any one
accident or disaster, and property damage insurance with minimum limits of One
Hundred thousand Dollars ($100,000.00). If the nature of Lessee's operation is
such as to place any or all of its employees under the coverage of local
workmen's compensation or similar statues, Lessee shall also keep in force, at
its own expense, workmen's compensation or similar insurance affording statutory
coverage and containing statutory limits.

         (b) Upon request, Lessee will deposit with Lessor the policies of
insurance required by the provisions of this Section, of certificates thereof,
together with satisfactory evidence of the payment of the required premium, or
premiums thereof.

         (c) All policies of insurance required to be carried by Lessee
pursuant to this Lease shall provide that the policy shall not be subject to
cancellation, termination or change except after ten (10) days prior written
notice to Lessor and shall name Lessor as an additional insured as its interest
may appear. In addition, such policies of insurance shall contain a provision
substantially as follows: "It is understood and agreed that the insurance
afforded by this policy or policies for more than one named insured shall not
operate to increase the limits of the companies' liability, but otherwise shall
not operate to limit or void the coverage of any one named insured as respects
claims against the same named insured by any other named insured or the
employees of such other names insured."
<PAGE>

                                      -17-

     3.  (a)  Lessee will not do, omit to do, or suffer to be done or keep or
suffer to be kept anything in, upon or about the Leased Premises which will
violate the provisions of Lessor's policies insuring against loss or damage by
fire or other hazards (including, but not limited to, public liability), which
will adversely affect Lessor's fire or liability insurance premium rating or
which will prevent Lessor from procuring such policies with companies acceptable
to Lessor, provided Lessee is first given adequate notice of the requirements of
such policies. If anything done, omitted to be done or suffered to be done by
Lessee, or kept or suffered by Lessee to be kept in, upon or about the leased
Premises shall by itself or in combination with other circumstances existing at
the Building of which the Leased Premises are a part, cause the premium rate of
fire or other insurance on the Leased Premises or other property of the Building
of which the Leased Premises are a part, in companies acceptable to lessor to be
increased beyond the established rate from time to time fixed by the appropriate
underwriters with regard to the use of the leased Premises for the purposes
permitted under this Lease or to such other property in the Building of which
the Leased Premises are a part, for the use or uses made thereof; Lessee will
pay the amount of such increase or, in the event that the other circumstances
existing at the Building of which the Leased Premises are a part, shall have
contributed to such increase, such equitable portion of such increase as
reasonably determined by Lessor, as Additional rent upon Lessor's demand and
will thereafter pay the amount of such increase, as the same may vary from time
to time, with respect to every premium relating to coverage of the Leased
Premises during a period falling within the Term of this Lease until such
increase is eliminated. In addition, if applicable, Lessor may at its option
rectify the condition existing on the Leased Premises which caused or was a
contributing cause of the increased premium rate in the event that the Lessee
should fail to do so and may charge the cost of such
<PAGE>

                                      -18-

action to Lessee as Additional Rent, payable on demand. In determining whether
increased premiums are the result of Lessee's use of the Leased Premises, a
schedule, issued by the organization making the insurance rate on the Leased
Premises, showing the various components of such rate, shall be conclusive
evidence of the several items and charges which make up the fire insurance rate
on the Leased Premises.

         (b) If for any reason whatsoever including, but not limited to, the
abandonment of the leased Premises, Lessee's failure to pay the insurance
premium or Lessee's failure to occupy the leased Premises as herein permitted,
Lessee fails to provide and keep in force any or all of the insurance policies
set forth in this Lease, then in such event Lessee shall indemnify and hold
Lessor harmless against any loss which would have been covered by such
insurance.

         (c) If Lessee shall not comply with its covenants made in this Section,
Lessor in addition to Lessor's other remedies hereunder may (but shall not be
obligated to) cause insurance, as aforesaid, to be issued, and in such event
Lessee agrees to pay the premium for such insurance as Additional Rent promptly
upon Lessor's demand, or Lessor, at its option, may treat such failure to comply
as a Deliberate Event of Default.

     4.  (a) Throughout the Term of this Lease, Lessee shall pay to Lessor, an
amount equal to the premium payment paid, or due within thirty (30) days, for
insurance coverage on the Leased Premises obtained by the Lessor, pursuant to
Section 1. Such payment shall be made within fifteen (15) days from the date of
an invoice provided by Lessor to Lessee.

         (b) In the event that the insurance policy covering the Leased
Premises obtained by the lessor pursuant to Section I covers all or a portion of
the Building in addition to
<PAGE>

                                      -19-

the Leased Premises, then the share of the Lessee of the insurance premium
contribution to the Leased Premises shall be completed in accordance with the
following formula:

                            Lessee's Share = P x LP
                            -----------------------
                                       B

"P" equals the dollar amount of the premium for the period in questions; LP
equals the total number of square feet constituting the Leased Premises; B
equals the total number of square feet in the Building covered by the policy in
question.

     5.  If the leased premises are damaged or destroyed so they cannot be
repaired with reasonable diligence within one hundred eighty (180) days of the
date of such damage or destruction, then either lessor or Lessee may terminate
this Lease upon thirty (30) days' written notice to the other party; provided,
however, that if Lessor has not entered into binding contracts within sixty (60)
days of the date of damage for the repair and reconstruction of the Leased
Premises within 180 days of the date of destruction, Lessee shall have the
option, at its sole discretion, to terminate this Lease upon thirty (30) day's
written notice to Lessor. In the event of such, termination on or after the
sixtieth day after the date of damage, all rent and other charges payable by
Lessee shall be payable only to the date of the damage or destruction and any
rent or other charges paid in advance by Lessee shall be refunded by Lessor to
Lessee to the extent that the same are for a period after the damage or
destruction.

     6.  If the Leased Premises are damaged or destroyed, but this lease is not
terminated, as provided above, then Lessor shall rebuild and restore the leased
Premises within such 180-day period and during the period from the date of such
damage or destruction until completion of rebuilding and restoration, the
charges payable by Lessee shall abate as follows:

         (a) If the Leased Premises are used during such period, then all rent
and other charges payable hereunder by Lessee shall abate in the proportion that
the damaged or destroyed
<PAGE>

                                      -20-

portion bears to the whole and rent and other charges shall be paid on the basis
of the number of square feet of floor area in the Leased Premises which are
actually used:

         (b) If the leased Premises are not used during such period for any
purpose by Lessee, then there shall be a complete abatement of all rent and
other charges from the date of injury until completion of rebuilding and
restoration.

     7.  If any damage to or condition of the Leased Premises, which by this
lease is Lessor's responsibility, shall in Lessee's reasonable judgment be
considered of such a nature as to require emergency action, then lessee may
undertake, at Lessor's expense, temporary emergency measures and Lessor shall
reimburse Lessee on demand for the costs and expenses associated with such
measures Lessee shall use its reasonable efforts to notify Lessor by telephone
of any such emergency.

     8.  The Lessor's obligation or election to restore the Leased premises
under this Article shall not include the repair, restoration or replacement of
the fixtures, improvements, alterations, furniture or any other property,
owned, installed, made by or in the possession of the Lessee.

                       ARTICLE XIV -- LESSEE'S PROPERTY

     1.  All of the lessee's personal property of every kind or description
which may at any time be in the leased Premises shall be at the lessee's sole
risk, or at the risk of those claiming under the lessee, and the Lessor shall
not be liable for any damage to said property or loss suffered by the business
or occupation of the Lessee caused by water from any source whatsoever or from
the bursting, overflowing or leaking of sewer or steam pipes or from the
sprinkler system or from the heating or plumbing fixtures or from electric wires
or from gas or odors caused in any manner whatsoever. Provided however that
Lessor shall be liable if the
<PAGE>

                                      -21-

damage is the result of faulty construction on the part of Lessor or the failure
of Lessor to make repairs for which Lessor is responsible after written notice
from Lessee.

                    ARTICLE XV -- ACCESS TO LEASED PREMISES

     1.  The lessee shall permit the Lessor and the Lessor's agents to inspect
and examine the Leased Premises at any reasonable time during business hours, in
company of a representative of the lessor and after reasonable notice to the
Lessee, except in a bona fide emergency, to permit the lessor to make such
repairs, decorations, alterations, improvements or additions in the Leased
Premises or to the Building that Lessor may deem desirable or necessary, without
the same being construed as an eviction of the Lessee in whole or in part and
the Basic Monthly Rent and Additional Rent shall in no way abate while such
repairs, decorations, alterations, improvements or additions are being made by
reason of loss or interruption of the business of Lessee because of the
prosecution of such work.

     2.  The Lessor shall also have the right to enter the Leased Premises for a
period commencing one hundred eighty (180) days prior to the termination of the
Term of this Lease during business hours, in company of representative of the
lessor and after reasonable notice to the Lessee, to permit the for the purpose
of exhibiting the same to prospective tenants or purchasers. During said period
the lessor may place signs in or upon the Leased Premises to indicate that same
are for rent or sale, which signs shall not be removed, obliterated or hidden by
Lessee.

                        ARTICLE XVI -- QUIET ENJOYMENT

     1.  In The event that the Lessee shall pay the Basic Monthly rent,
Additional Rent and other sums owing hereunder and shall perform and observe all
of the covenants and duties and obligations herein required to be performed or
observed on the Lessee's part, the Lessee
<PAGE>

                                      -22-


shall, at all times during the Term, have the peaceable and quiet enjoyment and
possession of the leased Premises without any manner of hindrance from the
lessor or any persons lawfully claiming through the lessor, except as to such
portion of the leased Premises as shall be taken under the power of eminent
domain.

        ARTICLE XVII -- ESTOPPEL CERTIFICATE; SUBORDINATION; ATTORNMENT

     1.   At any time, and from time to time, upon the written request of Lessor
or any mortgagee, Lessee, within twenty (20) days of the date of such written
request, agrees to execute and deliver to Lessor and/or such mortgagee, without
charge and in a form satisfactory to Lessor and/or such mortgagee, a written
statement (a) ratifying this Lease; (b) confirming the commencement and
expiration dates of the term of this Lease; (c) certifying that Lessee is in
occupancy of the leased Premises, and that the Lease is in full force and effect
and has not been modified, assigned, supplemented or amended except by such
writings as shall be stated; (d) certifying that all conditions and agreements
under this Lease to be satisfied or performed by Lessor have been satisfied and
performed except as shall be stated; (e) certifying that lessor is not in
default under the Lease and there are no defenses or offsets against the
enforcement of the Lease by Lessor, or stating the defaults and/or defenses
claimed by Lessee; (f) reciting the amount of advance rent, if any, paid by
Tenant and the date to which such rent has been paid; (g) reciting the amount of
security deposited with Lessor, if any; and (h) any other information which
Lessor or the mortgagee shall reasonably require.

     2.   The failure of Lessee to execute, acknowledge and deliver to Lessor
and/or any mortgagee a statement in accordance with the provisions of Section 1
above within the period set forth in Section 1 shall constitute an
acknowledgment by Lessee which may be relied upon by any person holding or
intending to acquire any interest whatsoever in the leased Premises that
<PAGE>

                                      -23-

this Lease has not been assigned, amended, changed or modified, is in full force
and effect and that the Basic Monthly Rent and Additional Rent have been duly
and fully paid not beyond the respective due dates immediately preceding the
date of the request for such statement and shall constitute as to any persons
entitled to rely on such statements a waiver of any defaults by Lessor or
defenses or offsets against the enforcement of this Lease by Lessor which may
exist prior to the date of the written request, and Lessor, at its option, may
treat such failure as a Default by Lessee.

     3.   Lessee agrees: (a) that except as hereinafter provided, this Lease is,
and all of Lessee's rights hereunder are and shall always be, subject and
subordinate to any first mortgage, leases of lessor's property (in sale-
leaseback) pursuant to which Lessor has or shall retain the right of possession
of the Leased Premises or any part thereof and to all advances made or to be
made thereunder and to the interest thereon, and all renewal replacements,
modifications, consolidations, or extensions thereof, and (b) that if the holder
of any such Mortgage ("Mortgagee") or if the purchaser at any foreclosure sale
or at any sale under a power of sale contained in any Mortgage shall at its sole
option so request, Lessee will attorn to, and recognize such Mortgagee or
purchase, as the case may be, as Lessor under this Lease for the balance then
remaining of the Term of this Lease, subject to all terms of this Lease, and (c)
that the aforesaid provisions shall be self-operative and no further instrument
or document shall be necessary unless required by such Mortgagee or purchaser.
Notwithstanding anything to the contrary set forth above, any Mortgagee may at
any time subordinate its Mortgage to this Lease, without Lessee's consent, by
execution of a written document subordinating such Mortgage to this Lease to the
extent set forth therein, and thereupon this Lease shall be deemed prior to such
Mortgage to the extent set forth in such written document without regard to
their respective dates of
<PAGE>

                                      -24-

execution, delivery and/or recording and in the event, to the extent set forth
in such written document such Mortgagee shall have the same rights with respect
to this Lease as though this Lease had been executed and a memorandum thereof
recorded prior to the execution, delivery and recording of the Mortgagee and as
though this Lease had been assigned to such Mortgagee. Should Lessor or any
Mortgagee or purchaser desire confirmation of either such subordination or such
attornment, as the case may be, Lessee upon written request, and from time to
time, will execute and deliver without charge and in form satisfactory of
Lessor, the Mortgagee or the purchaser all instruments and/or documents that may
be requested to acknowledge such subordination and/or agreement to attorn, in
recordable form. The subordination provisions contained herein shall be subject
to the "Quiet Enjoyment" clause contained in Article XVI above.

     4.   In the event Lessee fails to execute and deliver the instruments and
documents as provided for above, within the time period set forth, Lessee does
hereby make, constitute and appoint Lessor or such Mortgagee or purchaser, as
the case may be, as Lessee's attorney-in-fact and in its name, place and stead
to do so, or Lessor may treat such failure as a Default by Lessee. The aforesaid
power of attorney is given as security coupled with an interest and is
irrevocable.

       ARTICLE XVIII -- EVENTS OF DEFAULT; LESSOR'S REMEDIES AND DAMAGES

     1.   The following shall constitute Events of Default:

          (a)  If Lessee defaults in the payment of any sum of money (whether
Basic Monthly Rent, Additional Rent or otherwise) when due and such default
shall continue for ten (10) days after the date of written notice from Lessor to
Lessee.
          (b)  Except for the payment of sums of money as described in Paragraph
1(b) above, if Lessee defaults in fulfilling any of the other covenants of this
Lease on Lessee's part to
<PAGE>

                                      -25-

be performed hereunder and such default shall continue for the period within
which performance is required to be made by specific provision of this Lease,
or, if no such period is so provided, for twenty (20) days after the date or
written notice from Lessor to Lessee specifying the nature of said default, or,
if the default so specified shall be of such a nature that the same cannot be
reasonably cured or remedied with said twenty (20) day period, if Lessee shall
not in good faith have commenced the curing or remedying of such default within
such twenty day period and shall not thereafter diligently proceed therewith to
completion.

          (c)  If any execution or attachment shall be issued against Lessee or
any of Lessee's property and shall not be discharged or vacated within ten (10)
days after the issuance thereof.

          (d)  If by order of a court of competent jurisdiction, a receiver or
liquidation or trustee of Lessee or any guarantor of this Lease, or of any of
its property, shall be appointed and shall not have been sequestered, and such
decree shall have continued undischarged and unstayed for 30 days after the
entry thereof or if any proceedings under the Federal Bankruptcy Act or any
similar statute applicable to Lessee or any such guarantor, as or hereafter in
effect, shall be instituted by or against it and shall not be dismissed within
30 days after such filing, or if Lessee or any such guarantor shall institute
any such proceeding or shall consent to the institution of any such proceeding
against it under any such law, or Lessee or any such guarantor shall consent the
appointment of a receiver or liquidator or trustee of it or of all or any part
of its property.

          (e)  If Lessee shall abandon the leased Premises or if the Leased
Premises shall be permitted to become vacant.
<PAGE>

                                      -26-

     2.   In the event of a retaking of the Premises by the Lessor or upon the
default by the Lessee and enforcement of its remedies in such event, Lessor
shall:
          (a)  have the obligation to make reasonable attempts to relet the
Premises and thereby mitigate Lessee's damages. Rent recovered by such reletting
shall be applied against Lessee's damages.

          (b)  Such reletting shall be in an arm's length transaction and Lessor
may not relet rent free.

          (c)  Upon such reletting the lessee shall be released from any
liability under the lease as though the same had terminated by its terms and
except for any damages not mitigated under Paragraph 2 (a) above.

     3.   Upon or after the occurrence of any one or more of such Events of
Default, and upon Lessee's failure to cure as provided if the Term shall not
have commenced Lessor may immediately cancel this Lease by written notice to
Lessee, or if the Term shall have commenced Lessor may serve upon Lessee a
written notice that this Lease and the Term will terminate on a date to be
specified therein, which shall not be less than ten (10) days after the date of
such notice and in either event, Lessee shall have no right to avoid the
cancellation or termination by payment of any sum due or by other performance of
any condition, term or covenant broken. Upon the date specified the aforesaid
notice of termination, this Lease and the term hereof shall terminate and come
to an end as fully and completely as if such date were the day herein definitely
fixed for the end and expiration of this Lease and such term, and Lessee shall
then quit and surrender the Leased Premises to Lessor, but notwithstanding any
statute, rule of law, or decision of any court to the contrary, Lessee shall
remain liable as set forth hereinafter.  Notwithstanding Lessors election to
terminate this Lease, Lessor may reinstate this Lease at any
<PAGE>

                                      -27-

time thereafter, and a letter from Lessor, its agent or the attorney for Lessor
setting forth Lessor's exercise of its option to reinstate the lease shall be
sufficient to reinstate this lease upon all of its terms and conditions, without
any other notice to or from either party to the other.

     4.   Upon or after any one or more Events of Default; or if the notice
provided for above in Section 3 hereof shall have been given and this Lease
shall be terminated; or if the leased Premises become vacant or deserted; then,
in all or any of such events, in addition to, and not in lieu of all other
remedies of Lessor, Lessor may without notice terminate all services (including,
but not limited to, the furnishing of utilities) and/or reenter the leased
Premises, or by summary proceedings or otherwise dispossess Lessee and the legal
representative of Lessee or other occupant of the Leased Premises, and remove
their effects and repossess and enjoy the Leased Premises, together with all
alteration, additions and improvements, all without being liable to prosecution
or damages therefor.

     5.   Additional Remedies of Lessor.

          (a)  In the event of any Event of Default, termination and/or
dispossession by summary proceedings or otherwise, in addition to, and not in
lieu of, all other remedies which Lessor has under this lease, at law or in
equity: (1) the Basic Monthly Rent shall become due thereupon and be paid up to
the time of such reentry, dispossession and/or expiration; and (2) Lessor may
relet the Leased Premises or any part or parts thereof either in the name of
Lessor or otherwise, for a term which may at lessor's option be less than or
exceed the period which would otherwise have constituted the balance of the term
of this Lease, and may grant reasonable concessions or free rent and (3) Lessor,
at Lessor's option, may make such alterations, repairs, replacements and/or
decorations in the leased Premises as Lessor in Lessor's sole judgment considers
advisable and necessary for the purpose of reletting the Leased Premises; and
the
<PAGE>

                                      -28-

making of such alterations and/or decorations shall not operate or be construed
to release Lessor from liability hereunder as aforesaid. Lessor shall in no
event be liable in any way whatsoever for failure to relet the Leased Premises,
or in the event that the Leased Premises are relet, of failure to collect the
rent thereof such reletting.

          (b)  In any of the circumstances mentioned in the foregoing section in
which Lessor shall have the right to hold Lessee liable as therein provided,
Lessor shall have the election, in place and instead of holding Lessee so
liable, forthwith to recover against Lessee, as liquidated damages for loss of
the bargain and not as a penalty, a sum equal to the Basic monthly Rent
multiplied by the number of months and fractional months which would have
constituted the balance of the Term, together with costs and attorney's fees.

          (c)  In the event of a breach or threatened breach by Lessee of any of
the covenants or provisions hereof, Lessor shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity as if reentry,
summary proceedings and other remedies were not herein provided for. Mention in
the lease of any particular remedy shall not preclude Lessor from any other
remedies under this Lease, either now or hereafter existing at law or in equity
or by statute.

     6.   Confession of Judgment.

          (a)  When this Lease shall be terminated or canceled by reason of the
breach of any provision hereof either during the original term of this Lease or
any renewal thereof and also as soon as the Term hereby created or any renewal
thereof shall have expired, it shall be lawful for any attorney as attorney for
Lessee to file an agreement for entering in any court of competent jurisdiction
and amicable action and confession of judgment in ejectment against Lessee and
all persons claiming under Lessee for the recovery by Lessor of possession of
the
<PAGE>

                                      -29-

Leased Premises, for which this Lease or a true and correct copy thereof
shall be his sufficient warrant, whereupon, if Lessor so desires, a writ of
possession may issue forthwith, without any prior writ or proceedings
whatsoever, and provided that if for any reason after such action shall have
been commenced the same shall be terminated and possession remain in or be
restored to Lessee, Lessor shall have the right upon any subsequent default or
defaults, or upon the termination of cancellation of this lease as hereinbefore
set forth, to bring one or more amicable action or actions as hereinbefore set
forth to recover possession as aforesaid.

     7.   Security Interest.

          (a)  In addition to any other remedies the Lessor shall have in this
Lease, in the Event of Default, the Lessor shall have a lien as security for the
payment of the rent aforesaid upon all of the goods, wares, furniture and
fixtures, machinery and equipment which are or may be put upon the Premises, and
such liens may be enforced in the nonpayment of any rent by the taking and sale
of such property under the terms of the Uniform Commercial code and Lessee
agrees to execute such additional forms and documents as may be reasonably
required to perfect the security interest of the Lessee. Lessor agrees to
release or subordinate any of its landlord liens to any and all liens against
Lessee held by Lessee's banks.

          (b)  The right to delay execution on any real estate that may be
levied upon to collect any amount which may become due under the terms and
conditions of this Lease and any right to have the same appraised, and Lessee
authorizes any Prothonotary or clerk to enter a writ of execution or other
process upon Lessee's voluntary waiver and further agrees that said real estate
may be sold on a writ of execution or other process.
<PAGE>

                                      -30-

          (c)  the right to three (3) months' notice and/or fifteen (15) or
thirty (30) days' notice required under certain circumstances by The Landlord
and tenant Act of 1951, hereby agreeing that seven (7) days notice shall be
sufficient in either or any such case.

                    ARTICLE XIX -- INDICATION; SUBROGATION

     1.   Indemnification and Waiver of Claim.

          (a)  Lessee will defend and, except to the extent caused by the
negligence of Lessor, its agents, servants, and employees, will indemnify Lessor
and its agents and save them harmless from and against any and all claims,
actions, damages, liability and expense (including, but not limited to,
attorney's fees and disbursements) in connection with the loss of life, personal
injury or damage to property or business arising from, related to, or in
connection with the occupancy or use by Lessee of the Leased Premises or any
part of Lessor's property or occasioned wholly or in part by act or omission of
Lessee, its contractors, subcontractors, subtenants, licensees or
concessionaires, or its or their respective agent, servants or employees. Lessee
shall also pay all costs, expenses and reasonable attorney's fees that may be
expended or incurred by Lessor and/or its agent in successfully enforcing the
covenants and agreements of this Lease.

     2.   Unless and then solely to the extent such damage is caused by the
negligent acts or omissions of Lessor, or its agents, servants, and employees,
neither Lessor, nor its respective agents, servants, employees or contractors
shall be liable for, and Lessee, in consideration of Lessor's execution of this
Lease, hereby releases all claims for loss of life, personal injury or damage to
property or business sustained by Lessee or any person claiming through Lessee
resulting from any fire, accident, occurrence or condition in or upon any part
thereof (including, without limitation, the leased Premises and the Building)
including, but not limited to, such
<PAGE>

                                      -31-

claims for loss of life, personal injury or damage resulting from (1) any defect
in or failure of plumbing, heating or air conditioning equipment, electrical
wiring or installation thereof, water pipes, stairs, railings or walks; (2) any
equipment or appurtenances being out of repair; (3) the bursting, leaking or
running of any tank, washstand, water closet; waste pipe, drain or any other
pipe or tank in, upon or about; (4) the backing up of any sewer pipe; (5) the
escape of steam or hot water; (6) water, snow or ice being upon oncoming through
the roof or any other place upon or near the leased Premises or the building of
which the same is a part or otherwise; (7) the falling of any fixture, plaster
or stucco; (8) broken glass; (9) any act of omission of other tenants or other
occupants; and (10) any act or omission of lessor, its agent or their respective
principals, agents, servants and employees whether occurring on, prior to, or
subsequent to the date of this Lease. The foregoing waiver and release is
intended by Lessor and Lessee to be absolute, unconditional and without
exception and to supersede any specific repair obligation imposed upon Lessor
hereunder.

     3.   Subrogation.  In the event the leased Premises or its contents are
damaged or destroyed by fire or other insured casualty, (a) Lessor, to the
extent of the coverage of Lessor's policies of fire insurance with extended
coverage endorsements, hereby waives its rights, if any, against Lessee with
respect to such damage or destruction, even if said fire or other casualty shall
have been caused, in whole or in art, by the negligence of lessee, its agents,
servants or employees, and (b) Lessee, to the extent of the coverage of Lessee's
policies of fire insurance with extended coverage, hereby waives its rights, if
any, against lessor with respect to such damage, or destruction, even if said
fire or other casualty shall have been caused, in whole or in part, by the
negligence of lessor, its agents, servants or employees, provided, however, such
waivers of subrogation shall only be effective with respect to loss or damage
occurring during
<PAGE>

                                      -32-

such time as Lessor's or Lessee's policies of fire insurance with extended
coverage endorsements (as the case may be) shall contain a clause or
endorsement providing in substance that the aforesaid waiver of subrogation
shall not prejudice the type and amount of coverage under such policies or the
right of Lessor or Lessee (as the case may be) to recover thereunder. If, at any
time, Lessor's or Lessee's insurance carrier refuses to write insurance which
contains a consent to the foregoing waiver of subrogation, Lessor or Lessee, as
the case may be, shall notify the other party thereof in writing, and upon the
giving of such notice, the provisions of this Section shall be null and void as
to any casualty which occurs after such notice. If Lessor's or Lessee's
insurance carrier shall make a charge for the incorporation of the aforesaid
waiver of subrogation in its policies, then the party requesting the waiver
shall promptly pay such charge to the other party, upon demand. In the event the
party requesting the waiver fails to pay such charge upon demand, the other
party shall be released of its obligation to supply such waiver.

                            ARTICLE XX -- NO WAIVER

     1.   No failure on the part of the Lessor to exercise, and no delay in
exercising, any right or remedy of which it may be possessed shall operate as a
waiver thereof, nor shall any single or partial exercise by the lessor of any
right or remedy of which it may be possessed preclude any other or future
exercise thereof or the exercise of any other right or remedy.

                         ARTICLE XXI -- EMINENT DOMAIN

     1.   Total Condemnation. If the whole of the leased Premises shall be taken
by any public or quasi-public authority under the power of eminent domain,
condemnation or expropriation or in the event of a conveyance in lieu thereof
then this Lease shall terminate as of the date on which possession of the Leased
Premises is required to be surrendered to the condemning authority, and Lessee
shall have no claim against lessor or the condemning
<PAGE>

                                      -33-

authority, and lessee shall have no claim against Lessor or the condemning
authority for the value of the unexpired term of this lease.

     2.   Partial Condemnation.  If any part of the leased Premises shall be so
taken or conveyed and if such partial taking or conveyance shall render the
leased Premises unsuitable for the business of the lessee, then the term of this
Lease shall cease and terminate as of the date on which possession of the Leased
Premises is required to be surrendered to the condemning authority and Lessee
shall have no claim against Lessor or the condemning authority for the value of
any expired term of this lease. In the event such partial taking of conveyance
is not extensive enough to render the leased Premises unsuitable for the
business of Lessee, this Lease shall continue in full force and effect except
that the Basic Monthly rent shall be reduced in the same portion that the floor
area of the Leased Premises so taken or conveyed bears to such floor area
immediately prior to such taking or conveyance such reduction commencing as of
the date Lessee is required to surrender possession of such portion. Lessor
shall promptly restore the leased Premises, to the extent of condemnation
proceeds available for such purpose, as neatly as practicable to a condition
comparable to their condition at the time of such condemnation less the portion
lost in the taking or conveyance and Lessee shall promptly make all necessary
repairs, restoration and alterations of Lessee's fixtures, equipment and
furnishings and shall promptly reenter the leased Premises and commence doing
business in accordance with the provision of this Lease. For purposes of
determining the amount of funds available for restoration of the Leased Premise
from the condemnation award said amount will be deemed to be that part of the
awarded which remains after payment of Lessor's reasonable expenses incurred in
recovering same and of any amounts due to any mortgagee of lessor, and which
represents a portion of the
<PAGE>

                                      -34-

the total sum so available (excluding any award or other compensation for land)
which is equitably allocable to the leased premises.

                    ARTICLE XXII -- RENT ADJUSTMENT FORMULA

     The Basic Monthly Rent shall be Fifteen Thousand Six Hundred Twenty-Five
Dollars ($15,625.00) for years on (1) through and including ten (10) years
hereunder. The basic Monthly Rent shall be increased after year ten (10) as
follows: as described in Article XXIII.

                       ARTICLE XXIII -- OPTION TO RENEW

     The Lessee is hereby granted an option to extend this Lease for two (2)
five (5) year periods, and upon the exercise of any such option, all terms and
conditions herein contained (other than with respect to Minimum Monthly Rent
which shall be determined in accordance herewith but specifically including the
confession of judgment provisions contained in Article XVII hereof) contained in
the lease shall be applicable to each option period to the same extent as they
are to the Term hereof. The Lessee shall notify the lessor in writing six (6)
months prior to the expiration of the then current term of its intention not to
extend said Lease, otherwise the extension shall be automatic. The Minimum
monthly Rent shall be increased to seventeen thousand nine hundred sixteen
dollars and 66 cents for the first renewal term, and nineteen thousand five
hundred eighty-three dollars and 33 cents for the second renewal term.

                   ARTICLE XXIV -- ASSIGNMENT AND SUBLETTING

     1.  Assignment and Subletting.

     (a) Lessee shall not voluntarily, involuntarily, or by operation of law,
assign, transfer, mortgage or otherwise encumber (herein collectively referred
to as an "assignment") this Lease or any interest of Lessee herein, in whole or
in part, not sublet the whole or any part of the leased Premises, not permit the
leased Premises or any part thereof to be used or occupied by others,
<PAGE>

                                      -35-

without first obtaining in each and every instance the prior written consent of
Lessor, which will not be unreasonably withheld. Any consent by Lessor to an
assignment or subletting or use or occupancy by others shall be held to apply
only to the specific transaction thereby authorized and shall not constitute a
waiver of the necessity for such consent to any subsequent assignment of
subletting or sue or occupancy by others, including, but not limited to a
subsequent assignment or subletting by any trustee, receiver, liquidator, or
personal representative of Lessee, nor shall the references anywhere in this
Lease to subtenants, licensees and concessionaires be construed as a consent by
Lessor to an assignment. If this Lease or any interest herein be assigned or if
the leased Premises or any part thereof be sublet or used or occupied by anyone
other than Lessee without Lessor's prior written consent having been obtained
thereto, Lessor may nevertheless collect rent (including, but not limited to,
Basic Monthly Rent, and Additional Rent) from the assignee, sublessee, user or
occupant and apply the net amount collected to the rents herein reserved, and
furthermore in any such event Lessee shall pay to lessor monthly, as additional
rent, the excess of the consideration received or to be received during such
month for such assignment, sublease or occupancy (whether or not denoted as
rent) over the rental reserved for such month in this Lease applicable to such
portion of the leased Premises so assigned, sublet or occupied. No such
assignment, subletting, use, occupancy or collection shall be deemed a waiver of
the covenant herein against assignment, subletting or use or occupancy by other,
or the acceptance of the assignee, subtenant, user or occupant as lessee
hereunder or constitute a release of Lessee from the further performance by
Lessee of the terms and provisions of this Lease. If this Lease or any interest
of Lessee herein be assigned or if the whole or any part of the Leased premises
be sublet or used or occupied by others, after having obtain Lessor's prior
written consent thereto, Lessee shall nevertheless remain fully liable for the
full performance of all
<PAGE>

                                      -36-

obligations under this Lease to be performed by Lessee and Lessee shall not be
released therefrom in any manner.

                           ARTICLE XXV -- SURRENDER

     1.  The Lessee covenants to the Lessor to deliver up and surrender to the
Lessor possession of the Leased Premises upon expiration of this Lease or its
earlier termination as herein provided, broom clean and in as good condition and
repair as the same shall be at the commencement of the Term of this Lease, or
may have been put by the lessor during the continuance thereof, ordinary wear
and tear excepted. Acceptance of delivery of the Leased Premises or opening same
for business shall be deemed conclusive evidence that the Leased Premises were
in good condition and repair at the commencement of the Term of this Lease.

     2.  The Lessee shall at Lessee's expense remove all property of Lessee and
all alterations, additions and improvements as to which the lessor shall have
made the election hereinbefore provided, repair all damage to the Leased
Premises caused by such removal and restore the Leased Premises to the condition
in which they were prior to the installation of the articles so removed,
"ordinary wear and tear excepted". Any property not so removed and as to which
the Lessor shall have not made said election, shall be deemed to have been
abandoned by the Lessee and may be retained or disposed of by the lessor, as the
lessor shall desire. The Lessee's obligation to observe or perform this covenant
shall survive the expiration of the Term of this Lease.

                         ARTICLE XXVI -- MISCELLANEOUS

     1.  Access by Lessor.  Lessor may at all reasonable times during the Term
         ----------------
of this Lease enter to inspect the Leased Premises and/or may show the leased
Premises and building to others. At any time within one (1) year immediately
preceding the expiration of the Term of this
<PAGE>

                                      -37-

Lease, Lessor shall have the right to display on the exterior of the Leased
Premises (but not so as to unreasonably obstruct the view thereof or access
thereto) the customary "For Rent" sign and during such period Lessor may show
the leased Premises and all parts thereof to prospective tenants between the
hours of 9:00 AM. and 9:00 P.M., upon reasonable notice to Lessee and in the
company of Lessee's representative or opportunity for such representative to be
present upon the Leased Premise, on any day except Sunday and any legal or
religious holiday on which Lessee shall not be open for business. Lessor also
reserves the right after notice of intention to so enter (except that in the
event of an emergency, no notice shall be required) to enter the Leased Premises
at any time and from time to time to make such repairs, additions or alterations
as it may deem necessary for the safety, improvement or preservation thereof, or
of the Building, but Lessor assumes no obligation to do so, and the performance
thereof by Lessor shall not constitute a waiver of Lessee's default in failing
to perform the same. Lessor shall in no event be liable for any inconvenience,
disturbances, loss of business or other damage to Lessee by reason of the
performance by Lessor of any work in, upon, above or under the leased Premises.
If Lessee shall have vacated or deserted the Leased Premises or, in the event of
an emergency, or if in any other instance after Lessor has given written notice
of Lessor's intention to enter, Lessee or Lessee's employees shall not be
personally present to permit an entry into the Leased Premises, then in any such
event, Lessor or its agents or employees may enter the same by the use of force
or otherwise without rendering Lessor liable therefor, and without in any manner
affecting Lessor's obligations under this lease. The exercise of such reserved
right by Lessor shall not be deemed an eviction or disturbance of Lessee's use
and possession of the leased Premises and shall not render Lessor liable in any
manner to Lessee or to any other person, nor shall the same constitute any
grounds for an abatement of any rent hereunder.
<PAGE>

                                      -38-

     2.  Holding Over.  Should Lessee hold over in possession of the Leased
         ------------
Premises after the expiration of the term hereof without the execution of a new
lease agreement or extension or renewal agreement Lessee, at the option of
Lessor, shall be deemed to be occupying the Leased Premises from month to month,
subject to such occupancy being terminated by either party upon at least thirty
(30) days' written notice, at the rental, including, but not limited to, Basic
Monthly Rent and Additional Rent all calculated, from time to time, as though
the Term of this Lease had continued and otherwise subject to all of the other
terms, covenants and conditions of the lease insofar as the same may be
applicable to a month to month tenancy.

     3.  Successors.  All rights, obligations and liabilities herein given to,
         ----------
or imposed upon, the respective parties hereto shall extend to and bind the
several respective heirs, executors, administrators, trustees, receivers, legal
representatives, successors and assigns of the said parties; and if there shall
be more than one Lessee, they shall all be bound jointly and severally the
terms, covenants and agreements herein. No rights, however, shall inure to the
benefit of any assignee, legal representative, trustee, receiver, legatee or
other personal representative of lessee unless the assignment to such party has
been approved by Lessor in writing as provided in Section 14.1 (a) hereof.

     4.  Waiver.  The waiver by lessor of any breach of any term, covenant or
         ------
condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or a waiver of any other term, covenant or condition herein
contained. The subsequent acceptance by Lessor of rent due hereunder or any or
all other monetary obligations of Lessee hereunder, whether or not denoted as
rent hereunder, shall not be deemed to be a waiver of any preceding breach by
Lessee of any term, covenant or condition of this lease, other than the failure
of lessee to make the particular payment so accepted, regardless of Lessor's
knowledge of such preceding
<PAGE>

                                      -39-

breach at the time of acceptance of such rent. No covenant, term or condition of
the Lease shall be deemed to have been waived by lessor, unless such waiver be
in writing and executed by Lessor.

     5.  Custom and Usage.  Any law, usage or custom to the contrary
         ----------------
notwithstanding, Lessor shall have the right at all times to enforce the
covenants and conditions of this lease in strict accordance with the terms
hereof, notwithstanding any conduct or custom on the part of the lessor in
refraining from so doing at any time or times with respect to the 1 lessee
hereunder or with respect to other tenants. The failure of Lessor at any time or
times to enforce its rights under said covenants and provisions strictly in
accordance with the same shall not be construed as having created a custom in
any way or manner contrary to the specific terms, provisions and covenants of
this Lease or as i having in any way or manner modified the same.

     6.  Accord and Satisfaction.  No payment by Lessee or receipt by Lessor of
         -----------------------
a lesser amount than any payment of Basic Monthly Rent or Additional Rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated Basic Monthly Rent or Additional Rent then due and payable, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed and accord and satisfaction, and lessor may accept
such check or payment without prejudice to Lessor's right to recover the balance
of such rent or pursue any other remedy provided in this Lease, at law or in
equity.

     7.  Performance of Lessee's Covenants.  Lessee covenants and agrees that it
         ---------------------------------
will perform all agreements and observe all covenants herein expressed on its
part to be performed and observed and that it will promptly, upon receipt of
written notice specifying action desired by Lessor in connection with any such
agreement or covenant, comply with such notice; and further, that if Lessee
shall not comply with any such notice to the satisfaction of Lessor prior to the
date on which such noncompliance would constitute an Event of Default, in
addition to, and
<PAGE>

                                      -40-

not in lieu of or in limitation of any other remedy which Lessor may have
pursuant to this Lease, at law or in equity, Lessor may, but shall not be
obligated to, enter upon the Leased Premises and do the things specified in said
notice. Lessor shall have no liability to Lessee for any loss or damage existing
in any way from such action and Lessee agrees to pay upon demand, as Additional
Rent, any expense incurred by Lessor in taking such action. Notwithstanding the
foregoing, Lessor's performance of any or all of Lessee's covenants shall not
release Lessee from liability for nonperformance.

     8.  Entire Agreement.  The Lease, including the Exhibits and Rider, if any,
         ----------------
set forth all the covenants, promises, agreements, conditions and understandings
between Lessor and Lessee concerning the Leased Premises and there are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between them other than as herein set forth. All prior communication,
negotiations, arrangements, representations, agreements and understandings,
whether oral, written or both, between the parties hereto, and their
representatives, are merged herein and extinguished, this Lease superseding and
canceling the same. Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Lease shall be binding upon
Lessor or Lessee unless reduced to writing and executed by the party against
which such subsequent alteration, amendment, change or modification if to be
enforced. If any provision contained in any rider hereto is inconsistent with
any printed revisions of this Lease, the provision contained in such rider shall
supersede said printed provision. Lessee hereby acknowledges that this Lease
contains no restrictive covenants or exclusive in favor of Lessee.
<PAGE>

                                      -41-

     9.   No Partnership. Lessor does not, in any way or for any purpose, become
          --------------
a partner of lessee in the conduct of its business, or otherwise, or joint
venture or a member of a joint enterprise with Lessee.

    10.   Captions and Index.  The captions and index appearing in the lease are
          ------------------
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or intent of such sections or articles of this Lease nor
in any way affect this Lease.

    11.   Lessee Defined; Use of Pronoun.  The word "Lessee" shall be deemed and
          ------------------------------
taken to mean each and every person or party mentioned as a Lessee herein, be
the same one or more; and if there shall be more than one Lessee, any noticed
required or permitted by the terms of this Lease may be given by or to any one
thereof, and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Lessor or Lessee
shall be deemed a proper reference even though Lessor or Lessee may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural number where there is more than one
Lessor or Lessee an to either corporations, associations, partnerships or
individuals, males and females, shall in all instances be assumed as though in
each case fully expressed

     12.  Negation of Personal Liability.  Notwithstanding anything contained
          ------------------------------
herein to the contrary, Lessee and Lessor agree that neither party shall have
personal liability with respect to any of the provisions of this Lease and
Lessee and Lessor, respectfully, shall look solely to the estate and property of
Lessor in the land and buildings comprising the Building of which the demised
premises are a part for the satisfaction of Lessee's remedies, or the estate or
the property of Lessee as to Lessor's remedies, including without limitation the
collection of any judgment or
<PAGE>

                                      -42-

the enforcement of any other judicial process requiring the payment or
expenditure of money by Lessor or Lessee in the event of any default or breach
by Lessor or lessee with respect to any of the terms and provisions of this
Lease to be observed and/or performed by Lessor or lessee, subject, however, to
the prior rights of any holder of any Mortgage covering all or any part of the
Building of which the demised premises are a part, and no other assets of lessor
or Lessee or any principal of lessor or Lessee shall be subject to levy,
execution or other judicial process for the satisfaction of claims and in the
event either obtains a judgment against the other, the judgment docket shall be
so noted. This Section shall insure to the benefit of Lessor's and Lessee's
successors and assigns and their respective principals.

     13.  Effect of Governmental Limitation on Rents and Other Charges.  In the
          ------------------------------------------------------------
event that any law, decision, rule or regulation of any governmental body having
jurisdiction shall have the effect of limiting for any period of time the amount
of Basic monthly Rent or Additional Rent or other charges payable be lessee to
any amount less than that otherwise provided pursuant to this Lease, the
following amounts shall nevertheless be payable by Tenant: (a) throughout such
period of limitation, Tenant shall remain liable for the maximum amount of Basic
monthly Rent, Additional Rent, and other charges which are legally payable
(without regard to any limitation to the amount thereof expressed in this lease
except that all amounts payable by reason of the Section 15 shall not in the
aggregate exceed the total of all amounts which would otherwise be payable by
Lessee pursuant to the terms of this lease for the period of limitation), (b) at
the termination of such period limitation, Lessee shall pay to Lessor, on demand
but only to the extent legally collectible by lessor, any amounts which would
have been due from the Lessee during the period of limitation but which were not
paid because of such limiting law, decision, rule or regulation, and ( c) for
the remaining term of this Lease following the period of
<PAGE>

                                      -43-

limitation, Lessee shall pay to Lessor all amounts due for such portion of the
Term of this lease in accordance with the terms hereof calculated as though
there had been no intervening period of limitation.

     14.  Partial Invalidity; Separate Covenants.  If any term, covenant or
          --------------------------------------
condition of this Lease or the application thereof to any person or circumstance
shall to any extent, be invalid or unenforceable, the remainder of this Lease or
the application of such term, covenant, or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not be
affected thereby and each term, covenant and condition of this lease shall be
valid be enforced to the fullest extent permitted by law. Furthermore, each
covenant, agreement, obligation and other provision contained in this lease is,
and shall be deemed and construed as a separate and independent covenant of the
party bound by, undertaking or making the same, and not dependent on any other
provision of this Lease unless expressly so provided.

     15.  Recording.  Lessee shall not record this lease without the written
          ---------
consent of lessor. If Lessor requests, the parties shall execute and acknowledge
short form of lease for recording purposes which shall be recorded at lessor's
expense.

     16.  Brokerage Commission.  Landlord and tenant agree that Commercial-
          --------------------
Industrial Realty Company ("CIR") is entitled to receive a real estate
commission as per separate agreement between landlord and broker.

     17.  Construction.  It is the intent of the parties hereto that if any
          ------------
term, covenant, condition, or agreement of this Lease is capable of two or more
constructions, one or more of which would render the provisions void, and the
other or others of which would render the provision valid, then the provision
shall have the meaning or meanings which would render it valid.
<PAGE>

                                      -44-

     18.  Submission of Lease to Lessee.  THE SUBMISSION BY LESSOR TO LESSEE OF
          -----------------------------
THIS LEASE SHALL HAVE NO BINDING FORCE OR EFFECT, SHALL NOT CONSTITUTE AN OPTION
FOR THE LEASING OF THE LEASED PREMISES, NOT CONFER ANY RIGHTS OR IMPOSE ANY
OBLIGATIONS UPON EITHER PARTY UNTIL, THE EXECUTION THEREOF BY LESSOR AND THE
DELIVERY OF AN EXECUTED ORIGINAL COPY THEREOF TO LESSEE OR ITS REPRESENTATIVE.

                        ARTICLE XXVII -- BINDING CLAUSE

     This Agreement shall be binding upon and shall insure to the benefit of the
parties hereto, their respective heirs, personal representatives, successors and
assigns.

                       ARTICLE XXVIII -- NOTICE TO SELL


     Lessor does not intend to sell or offer to sell leased premises at this
time. However, if at any time in the future, and before the expiration date of
this lease, Lessor should decide to offer the premises for sale, then Lessee
shall be notified in writing of such intent to sell. Further, Lessee shall be
excluded from any real estate brokerage contract that Lessor may enter into for
the purpose of selling the leased premises.
<PAGE>

                                      -45-

     IN WITNESS WHEREOF, AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereto have caused this Lease to be duly executed and their seals to be hereunto
affixed on the day and year first above written.

                                    Robert M. Mumma, II, G.R.A.T.


                                    By: /s/ Robert M. Mumma, II, G.R.A.T.
                                        ---------------------------------

                                    Attest: /s/
                                            -----------------------------
                                                     "Lessor"


                                        /s/ Ronald C. Elliot
                                        ---------------------------------

                                    By: Ronald C. Elliot
                                        ---------------------------------

                                    Attest: /s/
                                            -----------------------------
                                                     "Lessee"



<PAGE>


                                   AGREEMENT

Robert M. Mumma, II, Landlord, agrees to pay QTL Corporation, Tenant, the sum of
thirty thousand dollars ($30,000.00) to be used to terminate current lease and
for moving expenses. This $30,000.00 shall be due and payable on the date of
commencement of the lease for the 1520 Bobali Drive premises.


Date: November 23, 1998                        /s/ Robert M. Mumma, II
                                               -------------------------------
                                               Robert M. Mumma, II G.R.A.T.
                                               Trustee


                                               /s/ R.C. Elliot
                                               ------------------------------
                                               QTL Corporation
                                               Title: President


<PAGE>


                                  EXHIBIT "A"

                            Description of Premises

A fifty thousand (50,000) square foot warehouse to be constructed on a 9.175
acre tract known as 1520 Bobali Drive, Swatara Township, Dauphin County,
Pennsylvania, more specifically described as Lot 23B, on the plan entitled
"Friendship Center" as recorded in Dauphin County Plan Book N, Volume 3,
Page 52, and in Dauphin County Record Book 252, page 142.
Tax Map Parcel # 63-24-39


<PAGE>


                                  Exhibit "B"


                           [SITE PLAN FOR TRACT 23B]


<PAGE>


                               EXHIBIT "C" & "D"

                       [TRACT 23B, SWATARA TOWNSHIP, PA
                      STRUCTURAL NOTES & TYPICAL DETAILS]



<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                               FOUNDATION PLAN]
<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                              ROOF FRAMING PLAN]
<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                          TYPICAL SECTIONS & DETAILS]
<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                          TYPICAL SECTIONS & DETAILS]
<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                               PANEL ELEVATIONS]
<PAGE>

                                  [TRACT 23B
                             SWATARA TOWNSHIP, PA
                               PANEL ELEVATIONS]
<PAGE>

                                  EXHIBIT "E"


                                 [FLOOR PLAN]

<PAGE>

                                  EXHIBIT "F"

[LEFT SIDE ELEVATION]
[REAR ELEVATION]
[RIGHT SIDE ELEVATION]
[FRONT ELEVATION]

<PAGE>

                              ASSIGNMENT OF LEASE
                              -------------------

    KNOW ALL MEN BY THESE PRESENTS, that Robert M. Mumma, II, G.R.A.T., original
Lessor, Party of the first part, for and in consideration of the sum of One
($1.00) Dollar and other good and valuable consideration, to it paid by Robert
M. Mumma, II, Party of the second part, the receipt whereof is hereby
acknowledged, has assigned, transferred and does hereby assign and transfer to
the said party of the second part, all right, title and interest of the said
party of the first party in and to a certain lease agreement dated November 17,
1998 with a lease addendum dated March 24, 1999 by QTL Corporation, leasing the
premises hereafter to be erected at 1520 Bobali Drive, Harrisburg, Pennsylvania
17104.

    In Witness Whereof, said party of the first party has caused these presents
to be signed by its Trustee this 6th day of April, 1999.

Witness:

/s/ Susan Mumma                      /s/ Robert M. Mumma II       (SEAL)
-----------------------              -----------------------------
                                     Robert M. Mumma, II, Trustee
                                     Robert M. Mumma, II G.R.A.T.


                             CONSENT TO ASSIGNMENT

     And now, this 9th day of April, 1999, QTL Corporation, Lessee under the
above-mentioned lease agreement, in consideration of One Dollar and other
valuable considerations, does hereby consent to the Assignment of all of the
right, title and interest of the Robert M. Mumma, II GRAT to Robert M. Mumma, II
in the Lease Agreement dated November 17, 1998 with addendum dated March 24,
1999.

     Witness my hand and seal of behalf of QTL Corporation the day and year
foresaid.

Attest:                              QTL Corporation


/s/ Caron Pearce                 by: /s/ Jeffrey Grace
-----------------------              -----------------------------
H/R  4/10/99                         Controller       4/10/99


<PAGE>

                                LEASE ADDENDUM

This lease addendum, made this 24th day of March, 1999, by and between ROBERT M.
MUMMA, G.R.A.T. ("Lessor") and QTL CORPORATION ("Lessee").

Whereas Lessor and Lessee did enter into a lease agreement dated November 17,
1998 for 50,000 square feet of warehouse space located at 1520 Bobali Drive,
Harrisburg, PA 17104.

Whereas Lessor and Lessee agree to the following:

                Page 5, Article II, Paragraph 1, shall be amended to read that
                Lessor represents to Lessee that occupancy will take place no
                later than July 1, 1999.

All other terms and conditions of the aforementioned Lease shall remain in full
force and effect except where modified by this document.


WITNESS:                                        ROBERT M. MUMMA, II, GRAT

-------------------------                       -------------------------------
                                                Date:



WITNESS:                                        QTL CORPORATION

/s/ Caron Pearce                                /s/ Jeffrey Grace
-------------------------                       -------------------------------
3/25/99                                         Date: 3/25/99



<PAGE>

                    [NEW AMERICA INTERNATIONAL LETTERHEAD]


November 24, 1998

Ron Elliott
QTL Corporation
1353 Dayton Street
Salinas, CA 93962

RE: Harrisburg Warehouse Lease

Dear Ron:

Enclosed is your signed Harrisburg warehouse lease and moving expense side
agreement letter. Please initial each of the individual lease pages and return
one lease to me as soon as possible.

Also enclosed is a receipt for your security deposit of $15,625.

Please note that the lease cover page and page #4 were corrected to indicate
your Salinas address, and page #8 was revised to show an occupancy lease date of
May 1/st/, 1999, instead of March 1/st/, 1998.

Sincerely,

COMMERCIAL-INDUSTRIAL REALTY COMPANY

/s/ Peter A. Gemora
Peter A. Gemora
REALTOR

PAG/sem

enclosures

                                 [LETTERHEAD]
<PAGE>

QTL CORPORATION                                                         36989

        Robert M. Mumma, II                       Check Number:    36989
                                                  Check Date:      Nov 19, 1998

                                                  Check Amount:   $15,625.00
Item to be Paid - Description                     Discount Taken   Amount Paid
--------------------------------------------------------------------------------
          security deposit                                          15,625.00


/s/ Received 11/28/98 Robert M. Mumma II


                             [FACSIMILE OF CHECK]