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                                                                   Exhibit 10.30

                                LEASE AGREEMENT



                      DATE:          August 17, 2000

                      LESSOR:        Mann Realty Associates Inc.
                                     Box E
                                     Bowmansdale, Pennsylvania  17008

                      LESSEE:        Earlychildhood.com LLC
                                     2 Lower Ragsdale Drive
                                     Monterey, CA  93940

                      LEASED PREMISES:
                                     1515 Bobali Drive
                                     Harrisburg, PA 17104

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                            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

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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

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     This LEASE AGREEMENT (hereinafter referred to as "Lease") made on
this ___________ day of _____________, 2000, by and between Mann Realty
Associates, Inc. having offices at Box E, McCormick Road, Bowmansdale,
Pennsylvania, (hereinafter referred to as "Lessor") and Earlychildhood.com LLC,
having offices at 2 Lower Ragsdale Drive, Monterey, CA 93940, (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 1515 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
120,000 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 non-exclusive 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 regulation for the
use thereof as may be prescribed from time to time by the Lessor in accordance
with this Lease.

                          ARTICLE II - TERM OF LEASE

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     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, and that Lessee reserves the right to refuse possession prior
to February 1, 2001. However, Lessor represents to Lessee that Lessor will have
substantially completed the Improvements and a certificate of occupancy will be
issued by the issuing authority no later than March 31, 2001 or Lessee shall not
be obligated to pay rent in the facility known as 1520 Bobali Drive until such
time as an occupancy permit is issued.

     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, for the months
number one (1) through six (6) the sum of Twenty six thousand

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nine hundred sixteen dollars and sixty seven cents ($26,916.67), and for months
number seven (7) through eighteen (18) the sum of thirty four thousand one
hundred sixty six dollars and sixty seven cents ($34,166.67) and for month
nineteen (19) through one hundred twenty (120) the sum of forty thousand one
hundred seventy five dollars ($40,175.00), 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 this Lease, the Lessee shall
deposit an additional sum of twenty four thousand five hundred and fifty dollars
($24,550.00) to the previously deposited 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

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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 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 1520 Bobali Drive, 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.

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     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
remises 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
as expressly approved by the Lessee and as set forth in Exhibit B, C, D, E and F
(except for Tenant leasehold improvements). Lessor agrees to complete
construction to permit occupancy by Lessee on February 1, 2001.

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     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 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

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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 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

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     (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 non-structural 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.

     (b)  Lessee will repair promptly at its own expense any damage (whether
structural or non-structural) 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 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

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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 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,

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     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, 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 exclusive use
of the Lessee, its employees, agents and customers.

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     2.  During the term and all renewals thereof, the Lessee shall pay the cost
of  snow removal, and lawn care.  Lessor shall contract for lawn care and charge
Lessee for this expense.  The cost of trash removal shall be paid by the Lessee.
The Lessee shall pay the cost of all security lighting as determined by the
Lessor.

3.  Lessee's net rental area is 120,000 square feet, divided into the total
Building of 120,000 square  feet .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 1515 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") 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

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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 (1/12/th/) of the annual Impositions
as estimated by the lessor. In the event an 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

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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, water service, sewer service, gas,
electricity, telephone service and trash disposal service together with all
taxes levied or assessed thereon and all 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.

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     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:

     (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

                                       17
<PAGE>

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."

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

                                       18
<PAGE>

   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 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 1 covers all or a portion of the
Building in addition to 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:

                                       19
<PAGE>

       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 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:

                                       20
<PAGE>

     (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 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

                                       21
<PAGE>

     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 a
     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 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:

                                       22
<PAGE>

     (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
     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
     renewals, replacements, modifications, consolidations, or extensions
     thereof; and (b) that if the holder of any such

                                       23
<PAGE>

     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 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 "Quite 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

                                       24
<PAGE>

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 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

                                       25
<PAGE>

               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.

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 in 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

                                       26
<PAGE>

set forth hereinafter. Notwithstanding Lessor's election to terminate this
Lease, Lessor may reinstate this Lease at any 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 re-enter 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 re-entry,
               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 making of such alterations
               and/or decorations shall not operate or be

                                       27
<PAGE>

               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 re-entry, 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 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

                                       28
<PAGE>

               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.

          (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 - INDEMNIFICATION; SUBROGATION

                                       29
<PAGE>

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 agents, 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 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 or coming 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)

                                       30
<PAGE>

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 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

                                       31
<PAGE>

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 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

                                       32
<PAGE>

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 proportion 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 re-enter 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 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 as described in Article III.  The basic
Monthly Rent shall be increased after year ten (10) as follows:  as described in
article XXIII.

                       ARTICLE  XXIII - OPTION TO RENEW

                                       33
<PAGE>

     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 forty three thousand dollars ($43,000.00) for
the first renewal term, and fifty thousand dollars ($50,000.00) for the second
renewal term.

                   ARTICLE XXIV - ASSIGNMENT AND SUBLETTING

1.   Assignment and Subletting.

          (a)  Other than an assignment, transfer or sublet to a successor or
               assign of Lessee that agrees to assume and be bound by the terms
               of this Lease, 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, without first obtaining in each and every
               instance the prior written consent of Lessor, which will not be
               unreasonably withheld or delayed. 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

                                       34
<PAGE>

     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
     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.

                                       35
<PAGE>

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 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 A.M. 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

                                       36
<PAGE>

     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 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 an 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.

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

                                       37
<PAGE>

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 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 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 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

                                       38
<PAGE>

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 non-compliance
would constitute an Event of Default, in addition to, and 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 non-performance.

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

                                       39
<PAGE>

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.

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.

                                       40
<PAGE>

          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 property of Lessee as to
Lessor's remedies, including without limitation the collection of any judgment
or 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 to Lessor 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

                                       41
<PAGE>

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 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 and 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.

                                       42
<PAGE>

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.

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 for sale the leased premises at this
time. However, if at any time in the future, and before the expiration date of
this lease, Lessor should 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.

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

     Mann Realty Associates, Inc.                   Earlychildhood.com LLC

                                       43
<PAGE>

     By:______________________                   By:______________________

     Attest:__________________                   Attest:__________________

               "Lessor"                                      "Lessee"

                                       44
<PAGE>

                      EXHIBIT A - DESCRIPTION OF PREMISES

A one hundred and twenty thousand (120,000) square foot warehouse to be
constructed on a 7.86 acre tract known as 1515 Bobali Drive, Harrisburg, Swatara
Township, Dauphin County, Pennsylvania, more specifically described as Lot
23B-2, as recorded in Dauphin County Plan Book G, Volume 7, pages 20 and 21, and
in Dauphin County Deed Book 3509, pages 462-479. Tax Map Parcel # 63-24-126.

                                       45
<PAGE>

                             EXHIBIT B - SITE PLAN

                                       46
<PAGE>

                       EXHIBIT C - CONSTRUCTION DRAWINGS

                                       47
<PAGE>

                          EXHIBIT D - SPECIFICATIONS



                                SCOPE OF PROJECT

BUILDING DIMENSIONS:

     _______________` (Width) x ____________` (Depth)

     Total square feet:

          Office -                  sq. ft.
          Distribution -            sq. ft
                                    sq. ft.

                            LEASEHOLD IMPROVEMENTS

BY LESSOR



     ELECTRICAL REQUIREMENTS

     HVAC PLUMBING

     OVERHEAD DOORS

     OFFICES

                                       48
<PAGE>

                       EXHIBIT E - LEASEHOLD IMPROVEMENTS

                                    PART I
             IMPROVEMENTS TO BE COMPLETED AND PAID FOR BY LANDLORD

1.   Install floor drain near fire sprinkler pump area.

2.   Install interior floor drain at drive through door areas.

3.   Install floor drain in men's women's and unisex rest rooms.

4.   Install 5 480V outlets at tenant designated locations (battery charging)

5.   Install weather protection awnings over main and secondary entrance, to be
     as wide as entrance way and a minimum of 4' from exterior wall.

6.   Seal all interior concrete floor areas.

7.   Use only new material in all construction.

8.   Install high quality, commercial bathroom fixtures and appliances, with
     Tenant (Chris Gray or his designee) to be given option of final approval.
     Such approval not to be unreasonably withheld.

9.   Use high quality, high gloss paint in interior offices.

10.  Install water bibs at drive through door area and in all restrooms.

11.  Install wall inside main front entrance so as to provide a
     vestibule/waiting area away from warehouse operations.

12.  Complete all landscaping within three (3) months of commencement date.

13.  Install 10 exhaust fans and 20 intake louvers of same size as 1520 Bobali.

14.  Install 28 gas fired radiant heating units with four zone controls.

15.  Additional electrical lines to power 28 gas radiant heaters.

16.  Upgrade main electrical panel to 600 AMPS.


____________________________________________________
Landlord


____________________________________________________
Tenant

                                      49
<PAGE>

                                   EXHIBIT E
                            LEASEHOLD IMPROVEMENTS

                                    PART II
                     IMPROVEMENTS TO BE PAID FOR BY TENANT


                                                                      Cost
                                                                      ----
1.   Five additional 480 AMP 3 phase battery charging outlets       $ 3,800

2.   One additional 210-volt electric panel for the five
     additional battery charging outlets                            $ 3,200

3.   Fans for existing docks plus 4 docks lights with fans          $ 1,200

4.   Fourteen double duplex electrical cord drops                   $ 4,600

5.   Two lighting contractors                                       $   900

6.   Twenty-one additional 400 watt high bay lighting fixtures      $ 8,000

7.   Two vending area electrical receptacles                        $   200

8.   Eight convince receptacles on south wall, including eight
     additional 110 AMP electrical outlets                          $ 2,000

9.   Additional power for 9 overhead doors                          $ 9,800

10.  One window in each of 6 offices looking out to warehouse area.
     1 window in break room. Windows at @ $200 each.                $ 1,400

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

TOTAL                                                               $35,100

Earlychildhood.com will decide no later than _______, 2000 whether to undertake
responsibility for completion of the above-requested improvements in this
Exhibit E, Part II. If Earlychildhood.com does not notify Mann Realty, Inc. by
that date (_____________, 2000), then Mann will complete such improvements. If
Mann completes such improvements, then Earlychildhood.com agrees to pay Mann
Realty Associates, Inc. $35,100 upon occupancy of 1515 Bobali Drive to cover
the cost of providing such improvements.

______________________________
Landlord


______________________________
Tenant

                                      50













<PAGE>

                                   EXHIBIT E
                            LEASEHOLD IMPROVEMENTS

                                   PART III
              IMPROVEMENTS TO BE PAID FOR BY TENANT AND LANDLORD

Due to operational needs, Earlychildhood.com requires the installation of an
ESFR sprinkler system, rather than the standard system that would otherwise have
been installed and paid for by Mann Realty Associated, Inc. The parties
therefore agree that Grinnell Fire Protection will install an ESFR sprinkler
system, and that Mann Realty Associates, Inc. shall be responsible for payment
of $133,418 (representing the amount Mann Realty Associates, Inc. would
otherwise have paid for the installation of a standard system) toward the
installation of such ESFR sprinkler system. Mann Realty Associates shall be
billed by, and will make payment directly to, Grinnell Fire Protection for this
$133,418 cost. Earlychildhood.com will be responsible for payment of the cost of
the ESFR sprinkler system over and above the $133,418 paid for by Mann Realty
Associated, Inc. Earlychildhood.com shall be billed by, and will make payment
to, Grinnell Fire Protection for this additional cost (over $133,418) of
installation of the ESFR sprinkler system.



_________________________________________________
Landlord


_________________________________________________
Tenant



                                      51
<PAGE>

                             EXHIBIT F - RENDERING


                                      52
<PAGE>

                                   AGREEMENT


This agreement is made on this____day of October, 2000, by and between Robert M.
Mumma II, G.R.A.T., ("Lessor"), and Earlychildhood.com LLC ("Lessee").

Upon such date that Lessee takes possession of 1515 Bobali Drive then the
current lease between Lessor and Lessee for 1520 Bobali Drive shall be
terminated. Lessee shall have two (2) weeks following such date to completely
vacate the premises at 1520 Bobali Drive. During those two (2) weeks lessee
shall not be obligated to pay rent for the space at 1520 Bobali Drive.

Further, the security deposit of $15,625.00 shall be retained by Lessor to be
applied to the security deposit Lessee will at that time owe according to the
terms of the 1515 Bobali Drive lease.

IN WITNESS whereof, the parties hereto have caused this agreement to be duly
executed on the day and year above written.



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

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WITNESS                                 Earlychildhood.com LLC

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