EXHIBIT 10.6


                            STANDARD INDUSTRIAL LEASE



1.   BASIC LEASE PROVISIONS.

     1.1  DATE: April 3, 2006

     1.2  LANDLORD: The Realty Associates Fund VI, L.P., a Delaware limited
          partnership

     1.3  TENANT: Chesapeake Logistics LLC, a Maryland limited liability company

     1.4  PREMISES ADDRESS: 6675AmbertonDrive, Elkridge, Maryland 21227

     1.5  APPROXIMATE LEASABLE AREA OF PREMISES: 21,000 rentable square feet

     1.6  USE: As a warehouse for storage and distribution of furniture,
          electronics and other merchandise, and, as ancillary hereto, for
          limited office purposes related to the aforesaid use; in all events
          subject to the requirements and limitations contained in Section 4

     1.7  TERM: Approximately seven (7) years and two (2) months

     1.8  COMMENCEMENT DATE: June 1, 2006, subject to adjustment in accordance
          with Section 3 below

     1.9  BASE RENT: The Base Rent shall be adjusted during the Term of the
          Lease as follows:

<TABLE>
<CAPTION>
           Lease Period in full calendar months           Annual Base Rent          Monthly Base Rent
                 of the Term of the Lease               (annualized amount)
                    <S>                                   <C>                    <C>
                    01-14*                                $  80,499.96           $ 6,708.33 - 8/1/06-7/31/07
                    15-26                                 $124,372.56            $10,364.38 - 8/1/07-7/31/08
                    27-38                                 $128,103.72            $10,675.31 - 8/1/08-7/31/09
                    39-50                                 $131,946.84            $10,995.57 - 8/1/09-7/31/10
                    51-62                                 $135,905.28            $11,325.44 - 8/1/10-7/31/11
                    63-74                                 $139,982.40            $11,665.20 - 8/1/11-7/31/12
                    75-86                                 $144,181.92            $12,015.16 - 8/1/12-7/31/13
</TABLE>

          *  Subject to abatement pursuant to Paragraph 2 of the Addendum

     1.10 BASE RENT PAID UPON EXECUTION: $6,708.00 for the first full month of
          the Term of this Lease for which Base Rent is due

     1.11 TENANT'S PERCENTAGE SHARE: 11.25% with respect to the Building and
          6.02% with respect to the Project (See also section 6.4)

     1.12 ESTIMATED MONTHLY OPERATING EXPENSE PAYMENT AND BASE YEAR FOR REAL
          PROPERTY TAXES AND INSURANCE COSTS:

          ESTIMATED MONTHLY OPERATING EXPENSE PAYMENT: $612.50 per month

          BASE YEAR FOR REAL PROPERTY TAXES AND INSURANCE COSTS: Calendar year
          2006

     1.13 SECURITY DEPOSIT: $10,062.50

     1.14 NUMBER OF PARKING SPACES: Unreserved and in common with all other
          tenants of the Project

     1.15 REAL ESTATE BROKER:

                           LANDLORD:        NAI KLNB, Inc.

                           TENANT:          Corridor Reznick LLC

     1.16 EXHIBITS ATTACHED TO LEASE: Addendum; Exhibit A - "Premises;" Exhibit
          B - "Verification Letter; "Exhibit C - "Rules and Regulations;"
          Exhibit D - "Form of HazMat Certificate" Schedule 1 - Work Letter
          Agreement;" Schedule 1-A - "Scope of Work"

<PAGE>

     1.17 ADDRESSES FOR NOTICES:

                   LANDLORD:                 The Realty Associates Fund VI, L.P.
                                             c/o NAI KLNB, Inc.
                                             1430 Joh Avenue
                                             Suite A
                                             Baltimore, Maryland 21227

                   WITH A COPY TO:           TA Associates Realty
                                             28 State Street
                                             Boston, Massachusetts 02109
                                             Attn:  Asset Manager


                   TENANT:                   Chesapeake Logistics, LLC
                                             6675 Amberton Drive
                                             Elkridge, Maryland 21227



<PAGE>

2.   PREMISES.

     2.1 ACCEPTANCE. Landlord leases to Tenant, and Tenant leases from Landlord,
the Premises, to have and to hold for the term of this Lease, subject to the
terms, covenants and conditions of this Lease. The Premises is depicted on
Exhibit "A" attached hereto. The Premises depicted on Exhibit "A" is all or a
part of a building (the "BUILDING") and may contain areas outside of the
Building to the extent such areas are specifically identified on Exhibit "A as
being a part of the Premises. Tenant accepts the Premises in its condition as of
the Commencement Date, subject to all applicable laws, ordinances, regulations,
covenants, conditions, restrictions and easements, and except as may be
otherwise expressly provided herein, Landlord shall not be obligated to make any
repairs or alterations to the Premises. Tenant acknowledges that Landlord has
made no representation or warranty as to the suitability of the Premises for the
conduct of Tenant's business, and Tenant waives any implied warranty that the
Premises are suitable for Tenant's intended purposes. The number of square feet
set forth in section 1.5 is an approximation, and the Base Rent shall not be
changed if the actual number of square feet in the Premises is different than
the number of square feet set forth in Section 1.5.

                            SEE ADDENDUM PARAGRAPH 1

     2.2 COMMON AREAS. Landlord hereby grants to Tenant for the benefit of
Tenant and its employees, suppliers, shippers, customers and invitees during the
term of this Lease, the nonexclusive right to use, in common with others
entitled to such use (including Landlord), the Common Areas (as hereinafter
defined) as they exist from time to time, subject to all rights reserved by
Landlord hereunder and under the terms of all rules and regulations promulgated
by Landlord from time to time with respect thereto. Landlord reserves the right
from time to time to (a) make changes in the Common Areas, including, without
limitation, changes in location, size, shape and number of driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas and walkways; (b) close temporarily any
of the Common Areas for maintenance purposes so long as reasonable access to the
Premises remains available; (c) construct additional buildings, parking areas,
loading dock facilities and other improvements within the Common Areas; and (d)
do and perform such other acts and make such other changes in, to or with
respect to the Common Areas as Landlord may deem appropriate. As used herein,
the term "COMMON AREAS" means all areas and facilities outside the Premises and
within the exterior boundary lines of the land owned by Landlord that are
provided and designated by Landlord as such from time to time for general
nonexclusive use of Tenant and others, including, if designated by Landlord as
Common Areas, parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways and landscaped areas. The "Project" consists of
two (2) buildings and includes, without limitation, the Premises, the Building,
the Common Areas, the land upon which the same are located, along with all other
buildings and improvements thereon. Under no circumstances shall the right
herein granted to use the Common Areas be deemed to include the right to store
any property, temporarily or permanently, in the Common Areas, including,
without limitation, the storage of trucks or other vehicles. Any such storage
shall be permitted only by the prior written consent of Landlord, which consent
may be revoked at any time. In the event that any unauthorized storage shall
occur then Landlord shall have the right, without notice, in addition to such
other rights and remedies that it may have, to remove the property and charge
the cost to Tenant, which cost shall be immediately payable upon demand by
Landlord.

3.   TERM.

     3.1 TERM AND COMMENCEMENT DATE. The term and Commencement Date of this
Lease are as specified in sections 1.7 and 1.8. The Commencement Date set forth
in section 1.8 is an estimated Commencement Date. Subject to the limitations
contained in section 3.3 below, the actual Commencement Date shall be the date
possession of the Premises is tendered to Tenant in accordance with section 3.4
below; provided, however, that the term of this Lease shall be computed from the
first day of the calendar month following the Commencement Date and provided
further that the Commencement Date shall be no earlier than June 1, 2006. When
the actual Commencement Date is established by Landlord, Tenant shall, within
fifteen (15) days after Landlord's request, complete and execute the letter
attached hereto as Exhibit "B" and deliver it to Landlord. Tenant's failure to
execute the letter attached hereto as Exhibit "B" within said fifteen (15) day
period shall be a material default hereunder and shall constitute Tenant's
acknowledgment of the truth of the facts contained in the letter delivered by
Landlord to Tenant.

     3.2 DELAY IN POSSESSION. Notwithstanding the estimated Commencement Date
specified in section 1.8, if for any reason Landlord cannot deliver possession
of the Premises to Tenant on said date, Landlord shall not be subject to any
liability therefore, nor shall such failure affect the validity of this Lease or
the obligations of Tenant hereunder; provided, however, in such a case, Tenant
shall not be obligated to pay rent or perform any other obligation of Tenant
under this Lease, except as may be otherwise provided in this Lease, until
possession of the Premises is tendered to Tenant as defined in section 3.4. If
Landlord shall not have tendered possession of the Premises to Tenant within one
hundred twenty (120) days following the estimated Commencement Date specified in
section 1.8, as the same may be adjusted in accordance with section 3.3 or in
accordance with the terms of any work letter agreement entered into by Landlord
and Tenant, Tenant may, at Tenant's option, by notice in writing to Landlord
within ten (10) days after the expiration of the one hundred twenty (120) day
period, terminate this Lease. If Tenant terminates this Lease as provided in the
preceding sentence, the parties shall be discharged from all obligations
hereunder, except that Landlord shall return any money previously deposited with
Landlord by Tenant; and provided further, that if such written notice by Tenant
is not received by Landlord within said ten (10) day period, Tenant shall not
have the right to terminate this Lease as provided above unless Landlord fails
to tender possession of the Premises to Tenant within two hundred forty (240)
days following the estimated Commencement Date specified in section 1.8, as the
same may be adjusted in accordance with section 3.3 or in accordance with the
terms of any work letter agreement entered into by Landlord and Tenant. If
Landlord is unable to deliver possession of the Premises to Tenant on the
Commencement Date due to a Force Majeure Event, the Commencement Date shall be
extended by the period of the delay caused by the Force Majeure Event. A "FORCE
MAJEURE EVENT" shall mean fire, earthquake, weather delays or other acts of God,
strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment,
labor or materials, delays in issuance of governmental permits or approvals, or
any other cause beyond the reasonable control of Landlord.

<PAGE>

     3.3 DELAYS CAUSED BY TENANT. There shall be no abatement of rent, and the
one hundred twenty (120) day period and the two hundred forty (240) day period
specified in section 3.2 shall be deemed extended, to the extent of any delays
caused by acts or omissions of Tenant, Tenant's agents, employees and
contractors, or for Tenant delays as defined in any work letter agreement
attached to this Lease, if any (hereinafter "TENANT DELAYS"). Tenant shall pay
to Landlord an amount equal to one thirtieth (1130th) of the Base Rent due for
the first full calendar month of the Lease term for each day of Tenant Delay.
For purposes of the foregoing calculation, the Base Rent payable for the first
full calendar month of the term of this Lease shall not be reduced by any abated
rent, conditionally waived rent, free rent or similar rental concessions, if
any. Landlord and Tenant agree that the foregoing payment constitutes a fair and
reasonable estimate of the damages Landlord will incur as the result of a Tenant
Delay. Within thirty (30) days after Landlord tenders possession of the Premises
to Tenant, Landlord shall notify Tenant of Landlord's reasonable estimate of the
date Landlord could have delivered possession of the Premises to Tenant but for
the Tenant Delays. After delivery of said notice, Tenant shall immediately pay
to Landlord the amount described above for the period of Tenant Delay.

     3.4 TENDER OF POSSESSION. Possession of the Premises shall be deemed
tendered to Tenant when Landlord's architect or agent has determined that (a)
the improvements to be provided by Landlord pursuant to a work letter agreement,
if any, are substantially completed, and, if necessary, have been approved by
the appropriate governmental entity, (b) the Project utilities are ready for use
in the Premises, (c) Tenant has reasonable access to the Premises, and (d)
Landlord has offered Tenant possession of the Premises. If improvements to the
Premises are constructed by Landlord, the improvements shall be deemed
"substantially" completed when the improvements have been completed except for
minor items or defects which can be completed or remedied after Tenant occupies
the Premises without causing substantial interference with Tenant's use of the
Premises.

     3.5 EARLY POSSESSION. If Tenant occupies the Premises prior to the
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and Tenant shall
pay Base Rent and all other charges provided for in this Lease during the period
of such occupancy. Provided that Tenant does not interfere with or delay the
completion by Landlord or its agents or contractors of the construction of any
tenant improvements, and provided Landlord has possession of the Premises,
Tenant shall have the right to enter the Premises up to fourteen (14) days prior
to the anticipated Commencement Date for the purpose of installing furniture,
trade fixtures, equipment, and similar items. Tenant shall be liable for any
damages or delays caused by Tenant's activities at the Premises. Provided that
Tenant has not begun operating its business from the Premises, and subject to
all of the terms and conditions of the Lease, the foregoing activity shall not
constitute the delivery of possession of the Premises to Tenant, and the Lease
Term shall not commence as a result of said activities. Prior to entering the
Premises, Tenant shall obtain all insurance it is required to obtain by the
Lease and shall provide certificates of said insurance to Landlord. Tenant shall
coordinate such entry with Landlord's manager, and such entry shall be made in
compliance with all terms and conditions of this Lease and the Rules and
Regulations attached hereto.

4.   USE.

     4.1 PERMITTED USE. The Premises shall be used only for the purpose
described in section 1.6 and for no other purpose. Landlord makes no
representation or warranty that Tenant's use is permitted by applicable zoning
laws or other laws and regulations. In no event shall any portion of the
Premises be used for retail sales. Tenant shall not initiate, submit an
application for, or otherwise request, any land use approvals or entitlements
with respect to the Premises or any other portion of the Project, including,
without limitation, any variance, conditional use permit or rezoning, without
first obtaining Landlord's prior written consent, which may be given or withheld
in Landlord's sole discretion. Tenant shall not (a) permit any animals or pets
to be brought to or kept in the Premises, (b) install any antenna, dish or other
device on the roof of the Building or outside of the Premises, (c) make any
penetrations into the roof of the Building, (d) place loads upon floors, walls
or ceilings in excess of the load such items were designed to carry (e.g.,
____lbs), (e) place or store, nor permit any other person or entity to place or
store, any property, equipment, materials, supplies or other items outside of
the Building in which the Premises is located or (f) change the exterior of the
Premises or the Building in which the Premises is located.

     4.2 COMPLIANCE WITH LAWS. Tenant shall, at Tenant's sole expense, promptly
comply with all applicable laws, ordinances, rules, regulations, orders,
certificates of occupancy, conditional use or other permits, variances,
covenants, conditions, restrictions, easements, the recommendations of
Landlord's engineers or other consultants, and requirements of any fire
insurance underwriters, rating bureaus or government agencies, now in effect or
which may hereafter come into effect, whether or not they reflect a change in
policy from that now existing, during the term or any part of the term hereof,
relating in any manner to the Premises or the occupation and use by Tenant of
the Premises. Tenant shall, at Tenant's sole expense, comply with all
requirements of the Americans With Disabilities Act that relate to the Premises,
and all federal, state and local laws and regulations governing occupational
safety and health. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, or
take any other action that would constitute a nuisance or would disturb,
unreasonably interfere with or endanger Landlord or any other tenants of the
Project. Tenant shall obtain, at its sole expense, any permit or other
governmental authorization required to operate its business from the Premises.
Landlord shall not be liable for the failure of any other tenant or person to
abide by the requirements of this section or to otherwise comply with applicable
laws and regulations, and Tenant shall not be excused from the performance of
its obligations under this Lease due to such a failure.

5.    BASE RENT. Tenant shall pay Base Rent in the amount set forth on the first
page of this Lease. The first month's Base Rent and Security Deposit, and the
first monthly installment of estimated Operating Expenses (as hereafter defined)
shall be due and payable on the date this Lease is executed by Tenant, and
Tenant promises to pay to Landlord in advance, without demand, deduction or
set-off, monthly installments of Base Rent on or before the first day of each
calendar month succeeding the Commencement Date. Payments of Base Rent for any
fractional calendar month shall be prorated. All payments required to be made by
Tenant to Landlord hereunder shall be payable at such address as Landlord may
specify from time to time by written notice delivered in accordance herewith.
Tenant shall have no right at any time to abate, reduce, or set off any rent due
hereunder except where expressly provided in this Lease.

                            SEE ADDENDUM PARAGRAPH 2


<PAGE>

6.   OPERATING EXPENSE PAYMENTS.

     6.1 OPERATING EXPENSES. Tenant shall pay Tenant's Percentage Share (as
defined below) of the Operating Expenses for the Project. For the purposes of
this Lease, the term "OPERATING EXPENSES" shall mean all expenses and
disbursements of every kind (subject to the limitations set forth below) which
Landlord incurs, pays or becomes obligated to pay in connection with the
ownership, operation, and maintenance of the Project (including the associated
Common Areas), including, but not limited to, the following:

         (a) wages and salaries (including management fees) of all employees,
agents, consultants and other individuals or entities engaged in the operation,
repair, replacement, maintenance, and security of the Project, including taxes,
insurance and benefits relating thereto;

         (b) all supplies and materials used in the operation, maintenance,
repair, replacement, and security of the Project;

         (c) annual cost of all Capital improvements (as defined below) made to
the Project which although capital in nature can reasonably be expected to
reduce the normal operating costs of the Project, as well as all Capital
improvements made in order to comply with any law now or hereafter promulgated
by any governmental authority, as amortized over the useful economic life of
such improvements as determined by Landlord in its reasonable discretion
(without regard to the period over which such improvements may be depreciated or
amortized for federal income tax purposes);

         (d) cost of all utilities paid by Landlord;

         (e) cost of Landlord's personal property used in connection with the
operation of the Project;

         (f) cost of repairs, replacements and general maintenance of the
Project (including all truck court areas, paving and parking areas, Common Area
lighting facilities, fences, gates, water lines, sewer lines, rail spur areas
and any other item Landlord is obligated to repair or maintain), other than
costs necessary to assure the structural soundness of the roof, foundation and
exterior walls of the Project which are payable solely by Landlord under section
11;

         (g) cost of service or maintenance contracts with independent
contractors for the operation, maintenance, repair, replacement or security of
the Project (including, without limitation, alarm service, exterior painting,
trash collection, snow, ice, debris and waste removal and landscape
maintenance);

         (h) the cost of all accounting fees, management fees, legal fees and
consulting fees attributable to the operation, ownership, management,
maintenance or repair of the Project;

         (i) payments made by Landlord under any easement, license, operating
agreement, declaration, restrictive covenant or other agreement relating to the
sharing of costs among property owners;

         (j) reserves created by Landlord, in Landlord's sole discretion, for
future Operating Expenses or the future replacement of Capital Improvements;

         (k) the cost of all business licenses, permits or similar fees relating
to the operation, ownership, repair or maintenance of the Project; and

         (l) the cost of any other item the cost of which is stated in this
Lease to be an Operating Expense.

For purposes of this Lease, a "CAPITAL IMPROVEMENT" shall be an improvement to
the Project that Landlord is obligated to make pursuant to this Lease, the cost
of which is not fully deductible in the year incurred in accordance with
generally accepted accounting principles; provided, however, that, at Landlord's
option, the cost of painting all or part of the Project and resurfacing and
restriping roadways and parking areas shall be treated as an expense and not as
a Capital Improvement. Real Property Taxes (as defined below) and Insurance
Costs (as defined below) shall be reimbursed to Landlord as provided below and
shall not be treated as an Operating Expense. References to facilities,
services, utilities or other items in this section shall not impose an
obligation on Landlord to have said facilities or to provide said services
unless such facilities and services already exist at the Project.

     6.2 OPERATING EXPENSE EXCLUSIONS. Notwithstanding anything to the contrary
contained herein, for purposes of this Lease, the term "OPERATING EXPENSES"
shall not include the following: (i) costs (including permit, license and
inspection fees) incurred for tenant improvements for other tenants within the
Project; (ii) legal and auditing fees (other than those fees reasonably incurred
in connection with the maintenance and operation of all or any portion of the
Project), leasing commissions, advertising expenses and similar costs incurred
in connection with the leasing of the Project; (iii) depreciation of the
Building or any other improvements situated within the Project; (iv) any items
for which Landlord is actually reimbursed by insurance or by direct
reimbursement by any other tenant of the Project; (v) costs of repairs or other
work necessitated by fire, windstorm or other casualty (excluding any
deductibles) and/or costs of repair or other work necessitated by the exercise
of the right of eminent domain to the extent insurance proceeds or a
condemnation award, as applicable, is actually received by Landlord for such
purposes; provided, such costs of repairs or other work shall be paid by the
parties in accordance with the provisions of sections 11 and 12, below; (vi)
other than any interest charges for Capital Improvements referred to in section
6.l(c) hereinabove, any interest or payments on any financing for the Building
or the Project and interest and penalties incurred as a result of Landlord's
late payment of any invoice; (vii) costs associated with the investigation
and/or remediation of Hazardous Materials (hereafter defined) present in, on or
about any portion of the Project, unless such costs and expenses are the
responsibility of Tenant as provided in section 27 hereof, in which event such
costs and expenses shall be paid solely by Tenant in accordance with the
provisions of section 27 hereof; (viii) overhead and profit increment paid to
Landlord or to subsidiaries or affiliates of Landlord for goods and/or services

<PAGE>

in the Project to the extent the same exceeds the costs of such by unaffiliated
third parties on a competitive basis; (ix) any payments under a ground lease or
master lease; and (x) except as provided in section 6.1 (c) and (j) above, the
cost of Capital Improvements.

     6.3 PAYMENT. Tenant's Percentage Share of Operating Expenses shall be
payable by Tenant within ten (10) days after a reasonably detailed statement of
actual expenses is presented to Tenant by Landlord. At Landlord's option,
however, Landlord may, from time to time, estimate what Tenant's Percentage
Share of Operating Expenses will be, and the same shall be payable by Tenant
monthly during each calendar year of the Lease term, on the same day as the Base
Rent is due hereunder. In the event that Tenant pays Landlord's estimate of
Tenant's Percentage Share of Operating Expenses, Landlord shall use its best
efforts to deliver to Tenant within one hundred eighty (180) days after the
expiration of each calendar year a reasonably detailed statement (the
"STATEMENT") showing Tenant's Percentage Share of the actual Operating Expenses
incurred during such year. Landlord's failure to deliver the Statement to Tenant
within said period shall not constitute Landlord's waiver of its right to
collect said amounts or otherwise prejudice Landlord's rights hereunder. If
Tenant's payments under this section during said calendar year exceed Tenant's
Percentage Share as indicated on the Statement, Tenant shall be entitled to
credit the amount of such overpayment against Tenant's Percentage Share of
Operating Expenses next falling due. If Tenant's payments under this section
during said calendar year were less than Tenant's Percentage Share as indicated
on the Statement, Tenant shall pay to Landlord the amount of the deficiency
within thirty (30) days after delivery by Landlord to Tenant of the Statement.
Landlord and Tenant shall forthwith adjust between them by cash payment any
balance determined to exist with respect to that portion of the last calendar
year for which Tenant is responsible for Operating Expenses, notwithstanding
that the Lease term may have terminated before the end of such calendar year;
and this provision shall survive the expiration or earlier termination of the
Lease.

     6.4 TENANT'S PERCENTAGE SHARE. "TENANT'S PERCENTAGE SHARE" as used in this
Lease shall mean the percentage of the cost of Operating Expenses, Real Property
Taxes (as defined below) and Insurance Costs (as defined below) for which Tenant
is obligated to reimburse Landlord pursuant to this Lease. Notwithstanding
anything to the contrary contained in section 1 .11, Landlord shall have the
right to determine Tenant's Percentage Share of the cost of Operating Expenses,
Real Property Taxes and Insurance Costs using any one or more of the following
three methods, and Tenant hereby agrees that any one of the following three
methods of allocation is reasonable: (a) by multiplying the cost of all
Operating Expenses, Real Property Taxes and/or Insurance Costs by a fraction,
the numerator of which is the number of square feet of leasable space in the
Premises and the denominator of which is the number of square feet of leasable
space in all buildings in the Project; or (b) (i) with respect to an Operating
Expense, Real Property Taxes or Insurance Costs attributable solely to the
Building, requiring Tenant to pay that portion of the cost of the Operating
Expense, Real Property Taxes or Insurance Costs that is obtained by multiplying
such cost by a fraction, the numerator of which is the number of square feet of
leasable space in the Premises and the denominator of which is the number of
square feet of leasable space in the entire Building and (ii) with respect to an
Operating Expense, Real Property Taxes or Insurance Costs attributable to the
Common Areas of the Project, but not any particular building in the Project,
requiring Tenant to pay that portion of the cost of the Operating Expense, Real
Property Taxes or Insurance Costs that is obtained by multiplying such cost by a
fraction, the numerator of which is the number of square feet of leasable space
in the Premises and the denominator of which is the number of square feet of
leasable space in all buildings in the Project.

     6.5 AUDITS. If Tenant disputes the amount set forth in the Statement,
Tenant shall have the right, at Tenant's sole expense, not later than sixty (60)
days following receipt of such Statement, to cause Landlord's books and records
with respect to the calendar year which is the subject of the Statement to be
audited by a certified public accountant mutually acceptable to Landlord and
Tenant. The audit shall take place at the offices of Landlord where its books
and records are located at a mutually convenient time during Landlord's regular
business hours. Tenant's Percentage Share of Operating Expenses shall be
appropriately adjusted based upon the results of such audit, and the results of
such audit shall be final and binding upon Landlord and Tenant. Tenant shall
have no right to conduct an audit or to give Landlord notice that it desires to
conduct an audit at any time Tenant is in default under the Lease. The
accountant conducting the audit shall be compensated on an hourly basis and
shall not be compensated based upon a percentage of overcharges it discovers. No
subtenant shall have any right to conduct an audit, and no assignee shall
conduct an audit for any period during which such assignee was not in possession
of the Premises. Tenant's right to undertake an audit with respect to any
calendar year shall expire sixty (60) days after Tenant's receipt of the
Statement for such calendar year, and such Statement shall be final and binding
upon Tenant and shall, as between the parties, be conclusively deemed correct,
at the end of such sixty (60) day period, unless prior thereto Tenant shall have
given Landlord written notice of its intention to audit Operating Expenses for
the calendar year which is the subject of the Statement. If Tenant gives
Landlord notice of its intention to audit Operating Expenses, it must commence
such audit within sixty (60) days after such notice is delivered to Landlord,
and the audit must be completed within one hundred twenty (120) days after such
notice is delivered to Landlord. If Tenant does not commence and complete the
audit within such periods, the Statement which Tenant elected to audit shall be
deemed final and binding upon Tenant and shall, as between the parties, be
conclusively deemed correct. Tenant agrees that the results of any Operating
Expense audit shall be kept strictly confidential by Tenant and shall not be
disclosed to any other person or entity.

7.   SECURITY DEPOSIT. Tenant shall deliver to Landlord at the time it executes
     this Lease the security deposit set forth in section 1 .13 as security for
     Tenant's faithful performance of Tenant's obligations hereunder. If Tenant
     fails to pay Base Rent or other charges due hereunder, or otherwise
     defaults with respect to any provision of this Lease, Landlord may use all
     or any portion of said deposit for the payment of any Base Rent or other
     charge due hereunder, to pay any other sum to which Landlord may become
     obligated by reason of Tenant's default, or to compensate Landlord for any
     loss or damage which Landlord may suffer thereby. If Landlord so uses or
     applies all or any portion of said deposit, Tenant shall within ten (10)
     days after written demand therefore deposit cash with Landlord in an amount
     sufficient to restore said deposit to its full amount. Landlord shall not
     be required to keep said security deposit separate from its general
     accounts. If Tenant performs all of Tenant's obligations hereunder, said
     deposit, or so much thereof as has not heretofore been applied by Landlord,
     shall be returned, without payment of interest or other amount for its use,
     to Tenant (or, at Landlord's option, to the last assignee, if any, of
     Tenant's interest hereunder) at the expiration of the term hereof, and
     after Tenant has vacated the Premises. No trust relationship is created
     herein between Landlord and Tenant with respect to said security deposit.
     Tenant acknowledges that the security deposit is not an advance payment of
     any kind or a measure of Landlord's damages in the event of Tenant's
     default. Tenant hereby waives the provisions of any law which is
     inconsistent with this section.

<PAGE>

8.   UTILITIES.

     8.1 PAYMENT. Tenant shall pay for all water, gas, electricity, telephone,
sewer, sprinkler services, refuse and trash collection and other utilities and
services used on the Premises, together with any taxes, penalties, surcharges or
the like pertaining thereto. Tenant shall contract directly with the applicable
public utility for such services. Tenant shall pay its share of all charges for
jointly metered utilities based upon consumption, as reasonably determined by
Landlord. Tenant agrees to limit use of water and sewer for normal restroom use
and for any other purpose reasonably related to the Permitted Use of the
Premises as specified in Section 1.6, and nothing herein contained shall impose
upon Landlord any duty to provide sewer or water usage for other than normal
restroom usage.

     8.2 INTERRUPTIONS. Tenant agrees that Landlord shall not be liable to
Tenant for its failure to furnish water, gas, electricity, telephone, sewer,
refuse and trash collection or any other utility services or building services
when such failure is occasioned, in whole or in part, by repairs, replacements
or improvements, by any strike, lockout or other labor trouble, by inability to
secure electricity, gas, water, telephone service or other utility at the
Project, by any accident, casualty or event arising from any cause whatsoever,
including the negligence of Landlord, its employees, agents and contractors, by
act, negligence or default of Tenant or any other person or entity, or by any
other cause, and such failures shall never be deemed to constitute an eviction
or disturbance of Tenant's use and possession of the Premises or relieve Tenant
from the obligation of paying rent or performing any of its obligations under
this Lease. Furthermore, Landlord shall not be liable under any circumstances
for loss of property or for injury to, or interference with, Tenant's business,
including, without limitation, loss of profits, however occurring, through or in
connection with or incidental to a failure to furnish any such services or
utilities. Landlord may comply with voluntary controls or guidelines promulgated
by any governmental entity relating to the use or conservation of energy, water,
gas, light or electricity or the reduction of automobile or other emissions
without creating any liability of Landlord to Tenant under this Lease.
Notwithstanding anything contained herein to the contrary, if any interruption
of utilities or services caused by Landlord's gross negligence or willful
misconduct shall continue for more than five (5) consecutive business days and
shall render all or any portion of the Premises unusable for the normal conduct
of Tenant's business, and if Tenant does not in fact use or occupy such portion
of the Premises, then all Base Rent and additional rent payable hereunder with
respect to such portion of the Premises which Tenant does not occupy shall be
abated from and after the sixth (6th) consecutive business day until full use of
such portion of the Premises is restored to Tenant.

     8.3 RAILROAD SPURS. If the Premises is served by a railroad spur, Tenant
shall execute any agreement required by the railroad company serving the
railroad spur, and such agreement shall be satisfactory to Landlord, in
Landlord's sole discretion. Tenant shall pay the cost of maintaining the
railroad spur, at Tenant's sole cost and expense.

     8.4 ALTERNATIVE UTILITY PROVIDERS. If permitted by applicable laws,
Landlord shall have the right at any time and from time to time during the term
of this Lease to either contract for service from a different company or
companies (each such company referred to as an "ALTERNATE SERVICE PROVIDER")
other than the company or companies presently providing electrical service for
the Project (the "ELECTRIC SERVICE PROVIDER") or continue to contract for
service from the Electric Service Provider, at Landlord's sole discretion.
Tenant agrees to cooperate with Landlord, the Electric Service Provider, and an
Alternate Service Provider at all times and, as reasonably necessary, shall
allow Landlord, the Electric Service Provider, and any Alternate Service
Provider reasonable access to the Building's electric lines, feeders, risers,
wiring and any other machinery within the Premises.

9.   REAL AND PERSONAL PROPERTY TAXES

     9.1 PAYMENT OF TAXES. Tenant shall pay to Landlord during the term of this
Lease, in addition to Base Rent and Tenant's Percentage Share of Operating
Expenses, Tenant's Percentage Share of all Real Property Taxes (as defined
below) assessed against the Project in any Comparison Year (as defined below)
that are in excess of the amount of all Real Property Taxes assessed against the
Project in the Base Year. For purposes of this Lease, a Comparison Year shall
mean each calendar year after the Base Year. Tenant's Share of the Real Property
Tax increases for the last Comparison Year of the Lease Term shall be prorated
according to that portion of such Comparison Year as to which Tenant is
responsible for a share of such increase. Tenant's Percentage Share of Real
Property Taxes shall be payable by Tenant at the same time, in the same manner
and under the same terms and conditions as Tenant pays Tenant's Percentage Share
of Operating Expenses.

     9.2 DEFINITIONOF REAL PROPERTY TAX. As used herein, the term "REAL PROPERTY
TAXES" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, improvement bond or bonds imposed on the
Project or any portion thereof by any authority having the direct or indirect
power to tax, including any city, county, state or federal government, or any
school, agricultural, sanitary, fire, street, drainage or other improvement
district thereof, as against any legal or equitable interest of Landlord in the
Project or in any portion thereof. Real Property Taxes shall not include income,
inheritance and gift taxes.

     9.3 PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment
and all other personal property of Tenant contained in the Premises or related
to Tenant's use of the Premises. If any of Tenant's personal property shall be
assessed with Landlord's real or personal property, Tenant shall pay to Landlord
the taxes attributable to Tenant within ten (10) days after receipt of a written
statement from Landlord setting forth the taxes applicable to Tenant's property.

     9.4 REASSESSMENTS. From time to time Landlord may challenge the assessed
value of the Project as determined by applicable taxing authorities and/or
Landlord may attempt to cause the Real Property Taxes to be reduced on other
grounds. If Landlord is successful in causing the Real Property Taxes to be
reduced or in obtaining a refund, rebate, credit or similar benefit (hereinafter
collectively referred to as a "REDUCTION"), Landlord shall have the option, in
its sole discretion, to (a) retain the benefit of the reduction and to pay, at
Landlord's sole expense, the costs incurred by Landlord in causing the reduction
to be made or (b) to the extent practicable, to credit the reduction(s) to Real
Property Taxes for the calendar year to which a reduction applies and to
recalculate the Real Property Taxes owed by Tenant for years in which the
reduction applies based on the reduced Real Property Taxes. If Landlord proceeds
in accordance with (b) above, all costs incurred by Landlord in obtaining the
Real Property Tax reductions shall be considered an Operating Expense, and

<PAGE>

Landlord shall determine, in its sole discretion, to which years any reductions
will be applied. In addition, if Landlord proceeds in accordance with (b) above,
all accounting and related costs incurred by Landlord in calculating new Base
Years for tenants and in making all other adjustments shall be an Operating
Expense. If Landlord proceeds in accordance with (a) above, Landlord shall not
be obligated to refund to Tenant all or any portion of the reduction or to
reduce Real Property Taxes for the years to which any reductions apply. Landlord
shall have the right to compensate a person or entity it employs to obtain a
reduction in Real Property Taxes by giving such person or entity a percentage of
any reduction or credit obtained, and in this event the reduction or credit
obtained by Landlord shall be deemed to be the reduction or credit given by the
taxing authority less the compensation paid to such person or entity.

10.  INSURANCE.

     10.1 INSURANCE-TENANT.

         (a) Tenant shall obtain and keep in force during the term of this Lease
a commercial general liability policy of insurance with coverages acceptable to
Landlord, in Landlord's sole discretion, which, by way of example and not
limitation, protects Tenant and Landlord (as an additional insured) against
claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be on an
occurrence basis providing single-limit coverage in an amount not less than
$2,000,000 per occurrence with an "Additional Insured-Managers and Landlords of
Premises Endorsement" and contain the "Amendment of the Pollution Exclusion" for
damage caused by heat, smoke or fumes from a hostile fire. The policy shall not
contain any intra-insured exclusions as between insured persons or
organizations, but shall include coverage for liability assumed under this Lease
as an "insured contract" for the performance of Tenant's indemnity obligations
under this Lease.

         (b) Tenant shall obtain and keep in force during the term of this Lease
"all-risk" extended coverage property insurance with coverages acceptable to
Landlord, in Landlord's sole discretion. Said insurance shall be written on a
one hundred percent (100%) replacement cost basis on Tenant's personal property,
all tenant improvements installed at the Premises by Landlord or Tenant,
Tenant's trade fixtures and other property. By way of example, and not
limitation, such policies shall provide protection against any peril included
within the classification "fire and extended coverage," against vandalism and
malicious mischief, theft, sprinkler leakage, earthquake damage and flood
damage.

         (c) Tenant shall, at all times during the term hereof, maintain in
effect workers' compensation insurance as required by applicable law and
business interruption and extra expense insurance satisfactory to Landlord.


     10.2 INSURANCE-LANDLORD.

         (a) Landlord shall obtain and keep in force a policy of general
liability insurance with coverage against such risks and in such amounts as
Landlord deems advisable insuring Landlord against liability arising out of the
ownership, operation and management of the Project.

         (b) Landlord shall also obtain and keep in force during the term of
this Lease a policy or policies of insurance covering loss or damage to the
Project in the amount of not less than eighty percent (80%) of the full
replacement cost thereof, as determined by Landlord from time to time. The terms
and conditions of said policies and the perils and risks covered thereby shall
be determined by Landlord, from time to time, in Landlord's sole discretion. In
addition, at Landlord's option, Landlord shall obtain and keep in force, during
the term of this Lease, a policy of rental interruption insurance, with loss
payable to Landlord, which insurance shall, at Landlord's option, also cover all
Operating Expenses and Real Property Taxes. Tenant will not be named as an
additional insured in any insurance policies carried by Landlord and shall have
no right to any proceeds therefrom. The policies purchased by Landlord shall
contain such deductibles as Landlord may determine. Tenant shall pay at Tenant's
sole expense any increase in the property insurance premiums for the Project
over what was payable immediately prior to the increase to the extent the
increase is specified by Landlord's insurance carrier as being caused by the
nature of Tenant's occupancy or any act or omission of Tenant.

         (c) Tenant shall pay to Landlord during the term of this Lease, in
addition to Base Rent, Tenant's Percentage Share of Operating Expenses and
Tenant's Percentage Share of Real Property Taxes, Tenant's Percentage Share of
all Insurance Costs (as defined below) paid by Landlord in any Comparison Year
that are in excess of the amount of all Insurance Costs paid by Landlord in the
Base Year. Tenant's Share of Insurance Cost increases for the last Comparison
Year of the Lease Term shall be prorated according to that portion of such
Comparison Year as to which Tenant is responsible for a share of such increase.
Tenant's Percentage Share of Insurance Costs shall be payable by Tenant at the
same time, in the same manner and under the same terms and conditions as Tenant
pays Tenant's Percentage Share of Operating Expenses. For purposes of this
Lease, "INSURANCE COSTS" shall mean the cost of all insurance purchased by
Landlord pursuant to sections (a) and (b) above.

     10.3 INSURANCE POLICIES. Tenant shall deliver to Landlord copies of the
insurance policies required under section 10.1 within fifteen (15) days prior to
the Commencement Date of this Lease, and Landlord shall have the right to
approve the terms and conditions of said policies. Tenant's insurance policies
shall not be cancelable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to Landlord.
Tenant shall, at least thirty (30) days prior to the expiration of such
policies, furnish Landlord with renewals thereof. Tenant's insurance policies
shall be issued by insurance companies authorized to do business in the state in
which the Project is located, and said companies shall maintain during the
policy term a "General Policyholder's Rating" of at least A and a financial
rating of at least "Class X" (or such other rating as may be required by any
lender having a lien on the Project) as set forth in the most recent edition of
"Best Insurance Reports." All insurance obtained by Tenant shall be primary to
and not contributory with any similar insurance carried by Landlord, whose
insurance shall be considered excess insurance only. Landlord and, at Landlord's
option, the holder of any mortgage or deed of trust encumbering the Project and
any person or entity managing the Project on behalf of Landlord, shall be named


<PAGE>

as an additional insured on all insurance policies Tenant is obligated to obtain
by section 10.1 above. Tenant's insurance policies shall not include deductibles
in excess of Five Thousand Dollars ($5,000).

     10.4 WAIVER OF SUBROGATION. Landlord waives any and all rights of recovery
against Tenant for or arising out of damage to, or destruction of, the Project
to the extent that Landlord's insurance policies then in force insure against
such damage or destruction and permit such waiver, and only to the extent of the
insurance proceeds actually received by Landlord for such damage or destruction.
Landlord's waiver shall not relieve Tenant from liability under section 19 below
except to the extent Landlord's insurance company actually satisfies Tenant's
obligations under section 19 in accordance with the requirements of section 19.
Tenant waives any and all rights of recovery against Landlord, Landlord's
employees, agents and contractors for liability or damages if such liability or
damage is covered by Tenant's insurance policies then in force or the insurance
policies Tenant is required to obtain by section 10.1 (whether or not the
insurance Tenant is required to obtain by section 10.1 is then in force and
effect), whichever is broader. Tenant's waiver shall not be limited by the
amount of insurance then carried by Tenant or the deductibles applicable
thereto. Tenant shall cause the insurance policies it obtains in accordance with
this section 10 to provide that the insurance company waives all right of
recovery by subrogation against Landlord in connection with any liability or
damage covered by Tenant's insurance policies.

     10.5 COVERAGE. Landlord makes no representation to Tenant that the limits
or forms of coverage specified above or approved by Landlord are adequate to
insure Tenant's property or Tenant's obligations under this Lease, and the
limits of any insurance carried by Tenant shall not limit Tenant's obligations
or liability under any indemnity provision included in this Lease or under any
other provision of this Lease.

11.  LANDLORD'S REPAIRS. Landlord shall maintain, at Landlord's expense, only
the structural elements of the roof of the Building (excluding the roof
membrane), the structural soundness of the foundation of the Building and the
structural elements of the exterior walls of the Building. Tenant shall
reimburse Landlord for the cost of any maintenance, repair or replacement of the
foregoing necessitated by Tenant's misuse, negligence, alterations to the
Premises or any breach of its obligations under this Lease. By way of example,
and not limitation, the term "EXTERIOR WALLS" as used in this section shall not
include windows, glass or plate glass, doors or overhead doors, special store
fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall
immediately give Landlord written notice of any repair required by Landlord
pursuant to this section, after which Landlord shall have a reasonable time in
which to complete the repair. Nothing contained in this section shall be
construed to obligate Landlord to seal or otherwise maintain the surface of any
foundation, floor or slab. Tenant expressly waives the benefits of any statute
now or hereafter in effect which would otherwise afford Tenant the right to make
repairs at Landlord's expense or to terminate this Lease because of Landlord's
failure to keep the Premises in good order, condition and repair.

12.  TENANT'S REPAIRS.

     12.1 OBLIGATIONS OF TENANT. Subject to section 12.2 below, Tenant shall, at
its sole cost and expense, keep and maintain all parts of the Premises (except
those listed as Landlord's responsibility in section 11 above) in good and
sanitary condition, promptly making all necessary repairs and replacements,
including but not limited to, windows, glass and plate glass, doors, skylights,
roof membranes, any special store front or office entry, walls and finish work,
floors and floor coverings, heating and air conditioning systems, dock boards,
bumpers, plates, seals, levelers and lights, plumbing work and fixtures
(including periodic backflow testing), electrical systems, lighting facilities
and bulbs, sprinkler systems, alarm systems, fire detection systems, termite and
pest extermination, sidewalks, landscaped areas, fencing, tenant signage and
regular removal of trash and debris. Tenant shall notify Landlord in writing
prior to making any repair or performing any maintenance pursuant to this
section, and Landlord shall have the right to designate the contractor Tenant
shall use to make any repair or to perform any maintenance on the roof, heating,
ventilation and air conditioning systems ("HVAC"), plumbing systems, electrical
systems, sprinkler systems, fire alarm systems or fire detection systems located
at the Premises. Tenant shall not paint or otherwise change the exterior
appearance of the Premises without Landlord's prior written consent, which may
be given or withheld in Landlord's sole discretion. The cost of maintenance and
repair of any common party wall (any wall, divider, partition or any other
structure separating the Premises from any adjacent premises occupied by other
tenants) shall be shared equally by Tenant and the tenant occupying the adjacent
premises; provided, however, if Tenant damages a party wall the entire cost of
the repair shall be paid by Tenant, at Tenant's sole expense. Tenant shall not
damage any party wall or disturb the integrity and support provided by any party
wall. If Tenant fails to keep the Premises in good condition and repair,
Landlord may, but shall not be obligated to, make any necessary repairs. If
Landlord makes such repairs, Landlord may bill Tenant for the cost of the
repairs as additional rent, and said additional rent shall be payable by Tenant
within ten (10) days after demand by Landlord.

     12.2 PERFORMANCE OF WORK BY LANDLORD. Notwithstanding Tenant's obligation
to keep the roof membranes, HVAC units, sprinkler systems, fire alarm systems,
fire detection systems and exterior walls of the Premises in good condition and
repair, Landlord shall employ contractors to perform all repairs, maintenance
and replacements of the roof membranes, HVAC units, sprinkler systems, fire
alarm systems, fire detection systems and exterior walls of the Premises. The
items described in the previous sentence that Landlord will cause to be
repaired, maintained and replaced are hereinafter referred to as the "LANDLORD
MAINTENANCE ITEMS." Tenant shall reimburse Landlord as additional rent for all
costs Landlord incurs in performing the Landlord Maintenance items within ten
(10) days after written demand by Landlord. Landlord shall determine in its sole
discretion the scope and timing of the performance of such Landlord Maintenance
Items, and Tenant shall not perform such Landlord Maintenance Items. Landlord's
maintenance of the exterior walls of the Premises shall include the right, but
not the obligation, of Landlord to paint from time to time all or some of the
exterior walls, canopies, doors, windows, gutters, handrails and other exterior
parts of the Premises with colors selected by Landlord, and Tenant shall
reimburse Landlord as provided above for all costs incurred by Landlord in
painting such items. If the Premises contains landscaped areas ("LANDSCAPED
AREAS"), Landlord shall maintain the Landscaped Areas, and Tenant shall
reimburse Landlord for all costs incurred by Landlord in maintaining the
Landscaped Areas within ten (10) days after written demand by Landlord;
provided, however, Landlord shall have the right to estimate the monthly cost of
maintaining the Landscaped Areas, and Tenant shall pay such amount to Landlord
as additional rent each month at the same time Tenant pays Base Rent. Tenant
shall immediately give Landlord written notice of any repair or maintenance
required by Landlord pursuant to this section, after which Landlord shall have a
reasonable time in which to complete such repair or maintenance. Landlord shall
have the right, but not the obligation, to include the cost of Landlord
Maintenance items and the cost of the maintenance of Landscaped Areas in
Operating Expenses, and Tenant shall then pay Tenant's Percentage Share of such
costs as determined by Landlord. Landlord shall have the right at any time, and

<PAGE>

from time to time, to elect upon written notice to Tenant to have Tenant perform
some or all of the Landlord Maintenance items and/or the maintenance of the
Landscaped Areas, in which event Tenant shall employ contractors designated by
Landlord to perform such work and shall pay for all such work at Tenant's sole
cost and expense, all in accordance with the requirements of section 12.1.

     12.3 MAINTENANCE CONTRACTS. Landlord shall enter into regularly scheduled
preventative maintenance/service contracts for some or all of the following: the
HVAC units servicing the Premises, the sprinkler, fire alarm and fire detection
systems servicing the Premises, backflow testing for the plumbing servicing the
Premises and for the roof membrane of the Premises (the "Maintenance
Contracts"). The Maintenance Contracts shall include maintenance services
satisfactory to Landlord, in Landlord's sole discretion. Tenant shall reimburse
Landlord for the cost of the Maintenance Contracts within ten (10) days after
written demand by Landlord; provided, however, Landlord shall have the right to
estimate the monthly cost of the Maintenance Contracts, and Tenant shall pay
such amount to Landlord as additional rent each month at the same time Tenant
pays Base Rent. Landlord shall have the right, but not the obligation, to
include the cost of Maintenance Contracts in Operating Expenses, and Tenant
shall then pay Tenant's Percentage Share of such costs as determined by
Landlord. Landlord shall have the right at any time, and from time to time, to
elect upon written notice to Tenant to have Tenant purchase some or all of the
Maintenance Contracts, in which event Tenant shall purchase such contracts from
persons designated or approved by Landlord and shall pay for such Maintenance
Contracts at Tenant's sole cost and expense.


13.  ALTERATIONS AND SURRENDER.

     13.1 CONSENT OF LANDLORD. Tenant shall not, without Landlord's prior
written consent, which may be given or withheld in Landlord's sole discretion,
make any alterations, improvements, additions, utility installations or repairs
(hereinafter collectively referred to as "ALTERATIONS") in, on or about the
Premises or the Project. Alterations shall include, but shall not be limited to,
the installation or alteration of security or fire protection systems,
communication systems, millwork, shelving, retrieval or storage systems,
carpeting or other floor covering, painting, window and wall coverings,
electrical distribution systems, lighting fixtures, telephone or computer system
wiring, HVAC and plumbing. At the expiration of the term, Landlord may require
the removal of any Alterations installed by Tenant and the restoration of the
Premises and the Project to their prior condition, at Tenant's expense. If, as a
result of any Alteration made by Tenant, Landlord is obligated to comply with
the Americans With Disabilities Act or any other law or regulation, and such
compliance requires Landlord to make any improvement or Alteration to any
portion of the Project, as a condition to Landlord's consent, Landlord shall
have the right to require Tenant to pay to Landlord prior to the construction of
any Alteration by Tenant the entire cost of any improvement or alteration
Landlord is obligated to complete by such law or regulation. Should Landlord
permit Tenant to make its own Alterations, Tenant shall use only such architect
and contractor as has been expressly approved by Landlord, and Landlord may
require Tenant to provide to Landlord, at Tenant's sole cost and expense, a lien
and completion bond in an amount equal to one and one-half times the estimated
cost of such Alterations, to insure Landlord against any liability for
mechanic's and materialmen's liens and to insure completion of the work. In
addition, Tenant shall pay to Landlord a fee equal to six percent (6%) of the
cost of the Alterations to compensate Landlord for the overhead and other costs
it incurs in reviewing the plans for the Alterations and in monitoring the
construction of the Alterations. Should Tenant make any Alterations without the
prior approval of Landlord, or use a contractor not expressly approved by
Landlord, Landlord may, at any time during the term of this Lease, require that
Tenant remove all or part of the Alterations and return the Premises to the
condition it was in prior to the making of the Alternations. In the event Tenant
makes any Alterations, Tenant agrees to obtain or cause its contractor to
obtain, prior to the commencement of any work, "builders all risk" insurance in
an amount approved by Landlord, workers compensation insurance and any other
insurance requested by Landlord, in Landlord's sole discretion.

     13.2 PERMITS. Any Alterations in or about the Premises that Tenant shall
desire to make shall be presented to Landlord in written form, with plans and
specifications which are sufficiently detailed to obtain a building permit. If
Landlord consents to an Alteration, the consent shall be deemed conditioned upon
Tenant acquiring a building permit from the applicable governmental agencies,
furnishing a copy thereof to Landlord prior to the commencement of the work, and
compliance by Tenant with all conditions of said permit in a prompt and
expeditious manner. Tenant shall provide Landlord with as-built plans and
specifications for any Alterations made to the Premises.

     13.3 MECHANICS LIENS. Tenant shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Tenant at or for
use in the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises or the Project, or any interest therein.
If Tenant shall, in good faith, contest the validity of any such lien, Tenant
shall furnish to Landlord a surety bond satisfactory to Landlord in an amount
equal to not less than one and one-half times the amount of such contested lien
claim indemnifying Landlord against liability arising out of such lien or claim.
Such bond shall be sufficient in form and amount to free the Project from the
effect of such lien. In addition, Landlord may require Tenant to pay Landlord's
reasonable attorneys' fees and costs in participating in such action.

     13.4 NOTICE. Tenant shall give Landlord not less than ten (10) days'
advance written notice prior to the commencement of any work in the Premises by
Tenant, and Landlord shall have the right to post notices of non-responsibility
in or on the Premises or the Project.

     13.5 SURRENDER. Subject to Landlord's right to require removal or to elect
ownership as hereinafter provided, all Alterations made by Tenant to the
Premises shall be the property of Tenant, but shall be considered to be a part
of the Premises. Unless Landlord gives Tenant written notice of its election not
to become the owner of the Alterations at the end of the term of this Lease, the
Alterations shall become the property of Landlord at the end of the term of this
Lease. Landlord may require, on notice to Tenant, that some or all Alterations
be removed prior to the end of the term of this Lease and that any damages
caused by such removal be repaired at Tenant's sole expense. On the last day of
the term hereof, or on any sooner termination, Tenant shall surrender the
Premises (including, but not limited to, all doors, windows, floors and floor
coverings, skylights, heating and air conditioning systems, dock boards, truck
doors, dock bumpers, plumbing work and fixtures, electrical systems, lighting
facilities, sprinkler systems, fire detection systems and nonstructural elements
of the exterior walls, foundation and roof (collectively the "Elements of the
Premises")) to Landlord in the same condition as received, ordinary wear and
tear and casualty damage excepted, clean and free of debris and Tenant's
personal property, trade fixtures and equipment. Tenant's personal property


<PAGE>

shall include all computer wiring and cabling installed by Tenant. Provided,
however, if Landlord has not elected to have Tenant remove the Alterations,
Tenant shall leave the Alterations at the Premises in good condition and repair,
ordinary wear and tear excepted. Other than the Landlord's Work which Tenant
shall not be required to remove, Tenant shall repair any damage to the Premises
occasioned by the installation or removal of Tenant's trade fixtures,
furnishings and equipment. Damage to or deterioration of any Element of the
Premises or any other item Tenant is required to repair or maintain at the
Premises shall not be deemed ordinary wear and tear if the same could have been
prevented by good maintenance practices. If the Premises are not surrendered at
the expiration of the term or earlier termination of this Lease in accordance
with the provisions of this section, at Landlord's option, Tenant shall continue
to be responsible for the payment of Base Rent and all other amounts due under
this Lease until the Premises are so surrendered in accordance with said
provisions. Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all damages, expenses, costs, losses or liabilities arising from
any delay by Tenant in so surrendering the Premises including, without
limitation, any damages, expenses, costs, losses or liabilities arising from any
claim against Landlord made by any succeeding tenant or prospective tenant
founded on or resulting from such delay and losses and damages suffered by
Landlord due to lost opportunities to lease any portion of the Premises to any
such succeeding tenant or prospective tenant, together with, in each case,
actual attorneys' fees and costs.

     13.6 FAILURE OF TENANT TO REMOVE PROPERTY. If this Lease is terminated due
to the expiration of its term or otherwise, and Tenant fails to remove its
property, in addition to any other remedies available to Landlord under this
Lease, and subject to any other right or remedy Landlord may have under
applicable law, Landlord may remove any property of Tenant from the Premises and
store the same elsewhere at the expense and risk of Tenant.

14.  DAMAGE AND DESTRUCTION.

     14.1 EFFECT DAMAGE OR DESTRUCTION. If all or part of the Project is damaged
by fire, earthquake, flood, explosion, the elements, riot, the release or
existence of Hazardous Materials (as defined below) or by any other cause
whatsoever (hereinafter collectively referred to as "DAMAGES"), but the damages
are not material (as defined in section 14.2 below), Landlord shall repair the
damages to the Project as soon as is reasonably possible, and this Lease shall
remain in full force and effect. If all or part of the Project is destroyed or
materially damaged (as defined in section 14.2 below), Landlord shall have the
right, in its sole and complete discretion, to repair or to rebuild the Project
or to terminate this Lease. Landlord shall within one hundred twenty (120) days
after the discovery of such material damage or destruction notify Tenant in
writing of Landlord's intention to repair or to rebuild or to terminate this
Lease. Tenant shall in no event be entitled to compensation or damages on
account of annoyance or inconvenience in making any repairs, or on account of
construction, or on account of Landlord's election to terminate this Lease.
Notwithstanding the foregoing, if Landlord shall elect to rebuild or repair the
Project after material damage or destruction, but in good faith determines that
the Premises cannot be substantially repaired within three hundred sixty (360)
days after the date of the discovery of the material damage or destruction,
without payment of overtime or other premiums, and the damage to the Project
will render the entire Premises unusable during said three hundred sixty (360)
day period, Landlord shall notify Tenant thereof in writing at the time of
Landlord's election to rebuild or repair, and Tenant shall thereafter have a
period of fifteen (15) days within which Tenant may elect to terminate this
Lease, upon thirty (30) days' advance written notice to Landlord. Tenant's
termination right described in the preceding sentence shall not apply if the
damage was caused by the negligent or intentional acts of Tenant or its
employees, agents, contractors or invitees. Failure of Tenant to exercise said
election within said fifteen (15) day period shall constitute Tenant's agreement
to accept delivery of the Premises under this Lease whenever tendered by
Landlord, provided Landlord thereafter pursues reconstruction or restoration
diligently to completion, subject to delays caused by Force Majeure Events. If
Landlord is unable to repair the damage to the Premises or the Project during
such three hundred sixty (360) day period due to Force Majeure Events, the three
hundred sixty (360) day period shall be extended by the period of delay caused
by the Force Majeure Events. Subject to section 14.3 below, if Landlord or
Tenant terminates this Lease in accordance with this section 14.1, Tenant shall
continue to pay all Base Rent, Operating Expenses and other amounts due
hereunder which arise prior to the date of termination.

     14.2 DEFINITION OF MATERIAL DAMAGE. Damage to the Project shall be deemed
material if, in Landlord's reasonable judgment, the uninsured cost of repairing
the damage will exceed Twenty-Five Thousand Dollars ($25,000). If insurance
proceeds are available to Landlord in an amount which is sufficient to pay the
entire cost of repairing all of the damage to the Project, the damage shall be
deemed material if the cost of repairing the damage exceeds One Hundred Thousand
Dollars ($100,000). Damage to the Project shall also be deemed material if (a)
the Project cannot be rebuilt or repaired to substantially the same condition it
was in prior to the damage due to laws or regulations in effect at the time the
repairs will be made, (b) the holder of any mortgage or deed of trust
encumbering the Project requires that insurance proceeds available to repair the
damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the
repayment of the indebtedness secured by the mortgage or the deed of trust, or
(c) the damage occurs during the last twelve (12) months of the Lease term.

     14.3 ABATEMENT OF RENT. If Landlord elects to repair damage to the Project
and all or part of the Premises will be unusable or inaccessible to Tenant in
the ordinary conduct of its business until the damage is repaired, and the
damage was not caused by the negligence or intentional acts of Tenant or its
employees, agents, contractors or invitees, Tenant's Base Rent and Tenant's
Share of Operating Expenses shall be abated until the repairs are completed in
proportion to the amount of the Premises which is unusable or inaccessible to
Tenant in the ordinary conduct of its business. Notwithstanding the foregoing,
there shall be no abatement of Base Rent or Tenant's Share of Operating Expenses
by reason of any portion of the Premises being unusable or inaccessible for a
period equal to five (5) consecutive business days or less.

     14.4 TENANT'S ACTS. If such damage or destruction occurs as a result of the
negligence or the intentional acts of Tenant or Tenant's employees, agents,
contractors or invitees, and the proceeds of insurance which are actually
received by Landlord are not sufficient to pay for the repair of all of the
damage, Tenant shall pay, at Tenant's sole cost and expense, to Landlord upon
demand, the difference between the cost of repairing the damage and the
insurance proceeds received by Landlord.


<PAGE>

     14.5 TENANT'S PROPERTY. Landlord shall not be liable to Tenant or its
employees, agents, contractors, invitees or customers for loss or damage to
merchandise, tenant improvements, fixtures, automobiles, furniture, equipment,
computers, files or other property (hereinafter collectively "TENANT'S
PROPERTY") located at the Project. Tenant shall repair or replace all of
Tenant's property at Tenant's sole cost and expense. Tenant acknowledges that it
is Tenant's sole responsibility to obtain adequate insurance coverage to
compensate Tenant for damage to Tenant's property.

     14.6 WAIVER. Landlord and Tenant hereby waive the provisions of any present
or future statutes which relate to the termination of leases when leased
property is damaged or destroyed and agree that such event shall be governed by
the terms of this Lease.

15.  CONDEMNATION. If any portion of the Premises or the Project are taken under
the power of eminent domain, or sold under the threat of the exercise of said
power (all of which are herein called "CONDEMNATION"), this Lease shall
terminate as to the part so taken as of the date the condemning authority takes
title or possession, whichever first occurs; provided that if so much of the
Premises or Project are taken by such condemnation as would substantially and
adversely affect the operation and profitability of Tenant's business conducted
from the Premises, and said taking lasts for ninety (90) days or more, Tenant
shall have the option, to be exercised only in writing within thirty (30) days
after Landlord shall have given Tenant written notice of such taking (or in the
absence of such notice, within thirty (30) days after the condemning authority
shall have taken possession), to terminate this Lease as of the date the
condemning authority takes such possession. If a taking lasts for less than
ninety (90) days, Tenant's rent shall be abated during said period but Tenant
shall not have the right to terminate this Lease. If Tenant does not terminate
this Lease in accordance with the foregoing, this Lease shall remain in full
force and effect as to the portion of the Premises remaining, except that the
Base Rent and Operating Expenses shall be reduced in the proportion that the
usable floor area of the Premises taken bears to the total usable floor area of
the Premises. Common Areas taken shall be excluded from the Common Areas usable
by Tenant and no reduction of rent shall occur with respect thereto or by reason
thereof. Landlord shall have the option in its sole discretion to terminate this
Lease as of the taking of possession by the condemning authority, by giving
written notice to Tenant of such election within thirty (30) days after receipt
of notice of a taking by condemnation of any part of the Premises or the
Project. Any award for the taking of all or any part of the Premises or the
Project under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Landlord, whether such award
shall be made as compensation for diminution in value of the leasehold, for good
will, for the taking of the fee, as severance damages, or as damages for tenant
improvements; provided, however, that Tenant shall be entitled to any separate
award for loss of or damage to Tenant's removable personal property and for
moving expenses. In the event that this Lease is not terminated by reason of
such condemnation, and subject to the requirements of any lender that has made a
loan to Landlord encumbering the Project, Landlord shall to the extent of
severance damages received by Landlord in connection with such condemnation,
repair any damage to the Project caused by such condemnation except to the
extent that Tenant has been reimbursed therefore by the condemning authority.
This section, not general principles of law or the State of Maryland Code of
Civil Procedure shall govern the rights and obligations of Landlord and Tenant
with respect to the condemnation of all or any portion of the Project.

16.  ASSIGNMENT AND SUBLETTING.


     16.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by
operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise
transfer or encumber all or any part of Tenant's interest in this Lease or in
the Premises (hereinafter collectively a "TRANSFER"), without Landlord's prior
written consent, which shall not be unreasonably withheld. Landlord shall
respond to Tenant's written request for consent hereunder within thirty (30)
days after Landlord's receipt of the written request from Tenant. Any attempted
Transfer without such consent shall be void and shall constitute a material
default and breach of this Lease. Tenant's written request for Landlord's
consent shall include, and Landlord's thirty (30) day response period referred
to above shall not commence, unless and until Landlord has received from Tenant,
all of the following information: (a) financial statements for the proposed
assignee or subtenant for the past three (3) years prepared in accordance with
generally accepted accounting principles, (b) federal tax returns for the
proposed assignee or subtenant for the past three (3) years, (c) a TRW credit
report or similar report on the proposed assignee or subtenant, (d) a detailed
description of the business the assignee or subtenant intends to operate at the
Premises, (e) the proposed effective date of the assignment or sublease, (f) a
copy of the proposed sublease or assignment agreement which includes all of the
terms and conditions of the proposed assignment or sublease, (g) a detailed
description of any ownership or commercial relationship between Tenant and the
proposed assignee or subtenant, (h) a detailed description of any Alterations
the proposed assignee or subtenant desires to make to the Premises, and (i) a
Hazardous Materials Disclosure Certificate substantially in the form of Exhibit
D attached hereto (the "TRANSFEREE HAZMAT CERTIFICATE"). If the obligations of
the proposed assignee or subtenant will be guaranteed by any person or entity,
Tenant's written request shall not be considered complete until the information
described in (a), (b) and (c) of the previous sentence has been provided with
respect to each proposed guarantor. "TRANSFER" shall also include the transfer
(a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a
recognized securities exchange, of more than twenty five percent (25%) of the
voting stock of such corporation during the term of this Lease (whether or not
in one or more transfers) or the dissolution, merger or liquidation of the
corporation, or (b) if Tenant is a partnership, limited liability company,
limited liability partnership or other entity, of more than twenty five percent
(25%) of the profit and loss participation in such partnership or entity during
the term of this Lease (whether or not in one or more transfers) or the
dissolution, merger or liquidation of the partnership, limited liability
company, limited liability partnership or other entity. If Tenant is a limited
or general partnership (or is comprised of two or more persons, individually or
as co-partners), Tenant shall not be entitled to change or convert to (i) a
limited liability company, (ii) a limited liability partnership or (iii) any
other entity which possesses the characteristics of limited liability without
the prior written consent of Landlord, which consent may be given or withheld in
Landlord's sole discretion. Tenant's sole remedy in the event that Landlord
shall wrongfully withhold consent to or disapprove any assignment or sublease
shall be to obtain an order by a court of competent jurisdiction that Landlord
grant such consent; in no event shall Landlord be liable for damages with
respect to its granting or withholding consent to any proposed assignment or
sublease. If Landlord shall exercise any option to recapture the Premises, or
shall deny a request for consent to a proposed assignment or sublease, Tenant
shall indemnify, defend and hold Landlord harmless from and against any and all
losses, liabilities, damages, costs and claims that may be made against Landlord
by the proposed assignee or subtenant, or by any brokers or other persons
claiming a commission or similar compensation in connection with the proposed


<PAGE>

assignment or sublease. Notwithstanding anything to the contrary contained in
this Section 16, provided Tenant is not in default after expiration of all
applicable notice and cure periods, Tenant shall have the right, without
Landlord's consent, upon thirty (30) days advance written notice to Landlord, to
assign the Lease or sublet the whole or any part of the Premises (a) to any
entity or entities which are owned by Tenant, or which owns Tenant, (b) in
connection with the sale or transfer of substantially all of the assets of the
Tenant or the sale or transfer of substantially all of the outstanding ownership
interests in Tenant, or (c) in connection with a merger, consolidation or other
corporate reorganization of Tenant (each of the transactions referenced in the
above subparagraphs (a), (b), and (c) are hereinafter referred to as a
"Permitted Transfer," and each surviving entity shall hereinafter be referred to
as a "Permitted Transferee"); provided, that such assignment or sublease is
subject to the following conditions:

                  (i)   Tenant shall remain fully liable under the terms of the
Lease;

                  (ii)  such Permitted Transfer shall be subject to all of the
terms, covenants and conditions of the Lease;

                  (iii) such Permitted Transferee has a net work at least equal
to the net worth of Tenants as of the date of this Lease, and

                  (iv)  such Permitted Transferee shall expressly assume the
obligations of Tenant under the lease by a document reasonably satisfactory to
Landlord.

     16.2 LEVERAGED BUY-OUT. The involvement by Tenant or its assets in any
transaction, or series of transactions (by way of merger, sale, acquisition,
financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not
a formal assignment or hypothecation of this Lease or Tenant's assets occurs,
which results or will result in a reduction of the "Net Worth" of Tenant as
hereinafter defined, by an amount equal to or greater than twenty-five percent
(25%) of such Net Worth of Tenant as it is represented to Landlord at the time
of the execution by Landlord of this Lease, or as it exists immediately prior to
said transaction or transactions constituting such reduction, at whichever time
said Net Worth of Tenant was or is greater, shall be considered to be an
assignment of this Lease by Tenant to which Landlord may reasonably withhold its
consent. "NET WORTH" of Tenant for purposes of this section shall be the net
worth of Tenant (excluding any guarantors) established under generally accepted
accounting principles consistently applied.

     16.3 STANDARD FOR APPROVAL. Landlord shall not unreasonably withhold its
consent to a Transfer provided that Tenant has complied with each and every
requirement, term and condition of this section 16. Tenant acknowledges and
agrees that each requirement, term and condition in this section 16 is a
reasonable requirement, term or condition. It shall be deemed reasonable for
Landlord to withhold its consent to a Transfer if any requirement, term or
condition of this section 16 is not complied with or: (a) the Transfer would
cause Landlord to be in violation of its obligations under another lease or
agreement to which Landlord is a party; (b) in Landlord's reasonable judgment, a
proposed assignee or subtenant has a smaller net worth than Tenant had on the
date this Lease was entered into with Tenant or is less able financially to pay
the rents due under this Lease as and when they are due and payable; (c) a
proposed assignee's or subtenant's business will impose a burden on the
Project's parking facilities, Common Areas or utilities that is greater than the
burden imposed by Tenant, in Landlord's reasonable judgment; (d) the terms of a
proposed assignment or subletting will allow the proposed assignee or subtenant
to exercise a right of renewal, right of expansion, right of first offer, right
of first refusal or similar right held by Tenant; (e) a proposed assignee or
subtenant refuses to enter into a written assignment agreement or sublease,
reasonably satisfactory to Landlord, which provides that it will abide by and
assume all of the terms and conditions of this Lease for the term of any
assignment or sublease and containing such other terms and conditions as
Landlord reasonably deems necessary; (f) the use of the Premises by the proposed
assignee or subtenant will be a use permitted by this Lease; (g) any guarantor
of this Lease refuses to consent to the Transfer or to execute a written
agreement reaffirming the guaranty; (h) Tenant is in default as defined in
section 17 at the time of the request; (i) if requested by Landlord, the
assignee or subtenant refuses to sign a non-disturbance and attornment agreement
in favor of Landlord's lender; (j) Landlord has sued or been sued by the
proposed assignee or subtenant or has otherwise been involved in a legal dispute
with the proposed assignee or subtenant; (k) the assignee or subtenant is
involved in a business which is not in keeping with the then-current standards
of the Project; (l) the proposed assignee or subtenant is an existing tenant of
the Project or is a person or entity then negotiating with Landlord for the
lease of space in the Project; (m) the assignment or sublease will result in
there being more than one subtenant of the Premises; (n) the assignee or
subtenant is a governmental or quasi-governmental entity or an agency,
department or instrumentality of a governmental or quasi-governmental agency; or
(o) the assignee or subtenant will use, store or handle Hazardous Materials in
or about the Premises of a type, nature, quantity not acceptable to Landlord, in
Landlord's sole discretion.

     16.4 ADDITIONAL TERMS AND CONDITIONS. The following terms and conditions
shall be applicable to any Transfer:

         (a) Regardless of Landlord's consent, no Transfer shall release Tenant
from Tenant's obligations hereunder or alter the primary liability of Tenant to
pay the rent and other sums due Landlord hereunder and to perform all other
obligations to be performed by Tenant hereunder or release any guarantor from
its obligations under its guaranty.

         (b) Landlord may accept rent from any person other than Tenant pending
approval or disapproval of an assignment or subletting.

         (c) Neither a delay in the approval or disapproval of a Transfer, nor
the acceptance of rent, shall constitute a waiver or estoppel of Landlord's
right to exercise its rights and remedies for the breach of any of the terms or
conditions of this section 16.

         (d) The consent by Landlord to any Transfer shall not constitute a
consent to any subsequent Transfer by Tenant or to any subsequent or successive
Transfer by an assignee or subtenant. However, Landlord may consent to
subsequent Transfers or any amendments or modifications thereto without
notifying Tenant or anyone else liable on the Lease and without obtaining their
consent, and such action shall not relieve such persons from liability under
this Lease.


<PAGE>

         (e) In the event of any default under this Lease, Landlord may proceed
directly against Tenant, any guarantors or anyone else responsible for the
performance of this Lease, including any subtenant or assignee, without first
exhausting Landlord's remedies against any other person or entity responsible
therefore to Landlord, or any security held by Landlord.

         (f) Landlord's written consent to any Transfer by Tenant shall not
constitute an acknowledgment that no default then exists under this Lease nor
shall such consent be deemed a waiver of any then-existing default.

         (g) The discovery of the fact that any financial statement relied upon
by Landlord in giving its consent to an assignment or subletting was materially
false shall, at Landlord's election, render Landlord's consent null and void.

         (h) Landlord shall not be liable under this Lease or under any sublease
to any subtenant.

         (i) No assignment or sublease may be modified or amended without
Landlord's prior written consent.

         (j) The occurrence of a transaction described in section 16.2 shall
give Landlord the right (but not the obligation) to require that Tenant
immediately provide Landlord with an additional security deposit equal to twelve
(12) times the monthly Base Rent payable under the Lease, and Landlord may make
its receipt of such amount a condition to Landlord's consent to such
transaction.

         (k) Any assignee of, or subtenant under, this Lease shall, by reason of
accepting such assignment or entering into such sublease, be deemed, for the
benefit of Landlord, to have assumed and agreed to conform and comply with each
and every term, covenant, condition and obligation herein to be observed or
performed by Tenant during the term of said assignment or sublease, other than
such obligations as are contrary or inconsistent with provisions of an
assignment or sublease to which Landlord has specifically consented in writing.

         (l) At Landlord's request, Tenant shall deliver to Landlord, Landlord's
standard consent to assignment or consent to sublease agreement, as applicable,
executed by Tenant, the assignee and the subtenant, as applicable.

     16.5 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Tenant of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

         (a) Tenant hereby absolutely and unconditionally assigns and transfers
to Landlord all of Tenant's interest in all rentals and income arising from any
sublease entered into by Tenant, and Landlord may collect such rent and income
and apply same toward Tenant's obligations under this Lease; provided, however,
that until a default shall occur in the performance of Tenant's obligations
under this Lease, Tenant may receive, collect and enjoy the rents accruing under
such sublease. Landlord shall not, by reason of this or any other assignment of
such rents to Landlord nor by reason of the collection of the rents from a
subtenant, be deemed to have assumed or recognized any sublease or to be liable
to the subtenant for any failure of Tenant to perform and comply with any of
Tenant's obligations to such subtenant under such sublease, including, but not
limited to, Tenant's obligation to return any security deposit. Tenant hereby
irrevocably authorizes and directs any such subtenant, upon receipt of a written
notice from Landlord stating that a default exists in the performance of
Tenant's obligations under this Lease, to pay to Landlord the rents due as they
become due under the sublease. Tenant agrees that such subtenant shall have the
right to rely upon any such statement and request from Landlord, and that such
subtenant shall pay such rents to Landlord without any obligation or right to
inquire as to whether such default exists and notwithstanding any notice or
claim from Tenant to the contrary.

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

     16.6 TRANSFER PREMIUM FROM ASSIGNMENT OR SUBLETTING. Landlord shall be
entitled to receive from Tenant (as and when received by Tenant) as an item of
additional rent the following amounts (hereinafter the Transfer Premium): (a) if
a sublease is for less than fifty percent (50%) of the usable square feet in the
Premises, one-half of all amounts received by Tenant from the subtenant in
excess of the amounts payable by Tenant to Landlord hereunder or (b) if a
sublease is for fifty percent (50%) or more of the usable square feet in the
Premises or Tenant assigns the Lease, all amounts received by Tenant from the
subtenant or assignee in excess of the amounts payable by Tenant to Landlord
hereunder. The Transfer Premium shall be reduced by the reasonable brokerage
commissions and legal fees actually paid by Tenant in order to assign the Lease
or to sublet a portion of the Premises. "TRANSFER PREMIUM" shall mean all Base
Rent, additional rent or other consideration of any type whatsoever payable by
the assignee or subtenant in excess of the Base Rent and additional rent payable
by Tenant under this Lease. If less than all of the Premises is transferred, the
Base Rent and the additional rent shall be determined on a
per-leasable-square-foot basis. "TRANSFER PREMIUM" shall also include, but not
be limited to, key money and bonus money paid by the assignee or subtenant to
Tenant in connection with such Transfer, and any payment in excess of
fair-market value for services rendered by Tenant to the assignee or subtenant
or for assets, fixtures, inventory, equipment or furniture transferred by Tenant
to the assignee or subtenant in connection with such Transfer.

     16.7 LANDLORD'S OPTION TO RECAPTURE SPACE. Notwithstanding anything to the
contrary contained in this section 16, Landlord shall have the option, by giving
written notice to Tenant within thirty (30) days after receipt of any request by
Tenant to assign this Lease or to sublease space in the Premises, to terminate
this Lease with respect to said space as of the date thirty (30) days after
Landlord's election. In the event of a recapture by Landlord, if this Lease
shall be canceled with respect to less than the entire Premises, the Base Rent,
Operating Expenses and the number of parking spaces Tenant may use shall be
adjusted on the basis of the number of rentable square feet retained by Tenant
in proportion to the number of rentable square feet contained in the original


<PAGE>

Premises, and this Lease as so amended shall continue thereafter in full force
and effect, and upon request of either party, the parties shall execute written
confirmation of same. If Landlord recaptures only a portion of the Premises, it
shall construct and erect at its sole cost such partitions as may be required to
sever the space to be retained by Tenant from the space recaptured by Landlord.
Landlord may, at its option, lease any recaptured portion of the Premises to the
proposed subtenant or assignee or to any other person or entity without
liability to Tenant. Tenant shall not be entitled to any portion of the profit,
if any, Landlord may realize on account of such termination and reletting.
Tenant acknowledges that the purpose of this section is to enable Landlord to
receive profit in the form of higher rent or other consideration to be received
from an assignee or subtenant, to give Landlord the ability to meet additional
space requirements of other tenants of the Project and to permit Landlord to
control the leasing of space in the Project. Tenant acknowledges and agrees that
the requirements of this section are commercially reasonable and are consistent
with the intentions of Landlord and Tenant. The provisions of this section 16.7
shall not apply to a Permitted Transfer.

     16.8 LANDLORD'S EXPENSES. In the event Tenant shall assign this Lease or
sublet the Premises or request the consent of Landlord to any Transfer, then
Tenant shall pay Landlord's reasonable costs and expenses incurred in connection
therewith, including, but not limited to, attorneys', architects', accountants',
engineers' or other consultants' fees.

17.  DEFAULT; REMEDIES.

     17.1 DEFAULT BY TENANT. Landlord and Tenant hereby agree that the
occurrence of any one or more of the following events is a material default by
Tenant under this Lease and that said default shall give Landlord the rights
described in section 17.2. Landlord or Landlord's authorized agent shall have
the right to execute and to deliver any notice of default, notice to pay rent or
quit or any other notice Landlord gives Tenant.

         (a) Tenant's failure to make any payment of Base Rent, Tenant's
Percentage Share of Operating Expenses, Tenant's Percentage Share of Real
Property Taxes, Tenant's Percentage Share of Insurance Costs or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of five (5) business days after written
notice thereof from Landlord to Tenant. In the event that Landlord serves Tenant
with a notice to pay rent or quit pursuant to applicable unlawful detainer
statutes, such notice shall also constitute the notice required by this section
17.1 (a).

         (b) The failure of Tenant to comply with any of its obligations under
sections 4, 10, 12, 13, 16, 19, 23, 25, 26, 27 and 28 where Tenant fails to
comply with its obligations or fails to cure any earlier breach of such
obligation within ten (10) days following written notice from Landlord to
Tenant. In the event Landlord serves Tenant with a notice to quit or any other
notice pursuant to applicable unlawful detainer statutes, said notice shall also
constitute the notice required by this section 17.1 (b).

         (c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Tenant
(other than those referenced in sections 17.l(a), (b) and (c), above), where
such failure shall continue for a period of ten (10) days after written notice
thereof from Landlord to Tenant; provided, however, that if the nature of
Tenant's nonperformance is such that more than ten (10) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within said ten (10) day period and thereafter
diligently pursues such cure to completion. In the event that Landlord serves
Tenant with a notice to quit or any other notice pursuant to applicable unlawful
detainer statutes, said notice shall also constitute the notice required by this
section 17.l(c).

         (d) (i) The making by Tenant or any guarantor of Tenant's obligations
hereunder of any general arrangement or general assignment for the benefit of
creditors; (ii) Tenant or any guarantor becoming a "debtor" as defined in 11
U.S.C. 101 or any successor statute thereto (unless, in the case of a petition
filed against Tenant or guarantor, the same is dismissed within sixty (60)
days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30) days; (iv) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within thirty (30)
days; or (v) the insolvency of Tenant. In the event that any provision of this
section 17.l(e) is unenforceable under applicable law, such provision shall be
of no force or effect.

         (e) The discovery by Landlord that any financial statement,
representation or warranty given to Landlord by Tenant, or by any guarantor of
Tenant's obligations hereunder, was materially false at the time given. Tenant
acknowledges that Landlord has entered into this Lease in material reliance on
such information.

         (f) If Tenant is a corporation, partnership, limited liability company
or similar entity, the dissolution or liquidation of Tenant.

         (g) If Tenant's obligations under this Lease are guaranteed: (i) the
death of a guarantor, (ii) the termination of a guarantor's liability with
respect to this Lease other than in accordance with the terms of such guaranty,
(iii) a guarantor's becoming insolvent or the subject of a bankruptcy filing,
(iv) a guarantor's refusal to honor the guaranty, or (v) a guarantor's breach of
its guaranty obligation on an anticipatory breach basis.

     17.2 REMEDIES.

         (a) In the event of any material default or breach of this Lease by
Tenant, Landlord may, at any time thereafter, with or without notice or demand,
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have by reason of such default:


<PAGE>

             (i) terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord. If
Landlord terminates this Lease, Landlord may recover from Tenant (A) the worth
at the time of award of the unpaid rent which had been earned at the time of
termination; (B) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; (C) the worth at the time of award of the amount by which
the unpaid rent for the balance of the term after the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided; and (D) any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform its obligations
under the Lease or which in the ordinary course of things would be likely to
result therefrom, including, but not limited to, the cost of recovering
possession of the Premises, expenses of releasing, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, any real
estate commissions actually paid by Landlord and the unamortized value of any
free rent, reduced rent, tenant improvement allowance or other economic
concessions provided by Landlord. The "worth at time of award" of the amounts
referred to in section 17.2(a)(i)(A) and (B) shall be computed by allowing
interest at the lesser of ten percent (10%) per annum or the maximum interest
rate permitted by applicable law. The worth at the time of award of the amount
referred to in section 17.2(a)(i)(C) shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%). For purposes of this section 17.2(a)(i),
"rent" shall be deemed to be all monetary obligations required to be paid by
Tenant pursuant to the terms of this Lease.

             (ii) maintain Tenant's right of possession, in which event Landlord
shall have the remedy which permits Landlord to continue this Lease in effect
after Tenant's breach and abandonment and recover rent as it becomes due. In the
event Landlord elects to continue this Lease in effect, Tenant shall have the
right to sublet the Premises or assign Tenant's interest in the Lease subject to
the reasonable requirements contained in section 16 of this Lease and provided
further that Landlord shall not require compliance with any standard or
condition contained in section 16 that has become unreasonable at the time
Tenant seeks to sublet or assign the Premises pursuant to this section
17.2(a)(ii).

             (iii) collect sublease rents (or appoint a receiver to collect such
rent) and otherwise perform Tenant's obligations at the Premises, it being
agreed, however, that the appointment of a receiver for Tenant shall not
constitute an election by Landlord to terminate this Lease.

             (iv) pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the state in which the Premises are
located.

         (b) No remedy or election hereunder shall be deemed exclusive, but
shall, wherever possible, be cumulative with all other remedies at law or in
equity. The expiration or termination of this Lease and/or the termination of
Tenant's right to possession of the Premises shall not relieve Tenant of
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the term of the Lease or by reason of Tenant's occupancy of
the Premises.

         (c) If Tenant abandons or vacates the Premises, Landlord may re-enter
the Premises, and such re-entry shall not be deemed to constitute Landlord's
election to accept a surrender of the Premises or to otherwise relieve Tenant
from liability for its breach of this Lease. No surrender of the Premises shall
be effective against Landlord unless Landlord has entered into a written
agreement with Tenant in which Landlord expressly agrees to (i) accept a
surrender of the Premises and (ii) relieve Tenant of liability under the Lease.
The delivery by Tenant to Landlord of possession of the Premises shall not
constitute the termination of the Lease or the surrender of the Premises.

     17.3 DEFAULT BY LANDLORD. Landlord shall not be in default under this Lease
unless Landlord fails to perform obligations required of Landlord within thirty
(30) days after written notice by Tenant to Landlord and to the holder of any
mortgage or deed of trust encumbering the Project whose name and address shall
have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for its cure, then Landlord shall not be in default if Landlord
commences performance within such thirty (30) day period and thereafter
diligently pursues the same to completion. In no event shall Tenant have the
right to terminate this Lease as a result of Landlord's default, and Tenant's
remedies shall be limited to damages and/or an injunction. Tenant hereby waives
its right to recover consequential damages (including, but not limited to, lost
profits) or punitive damages arising out of a Landlord default. This Lease and
the obligations of Tenant hereunder shall not be affected or impaired because
Landlord is unable to fulfill any of its obligations hereunder or is delayed in
doing so, if such inability or delay is caused by reason of a Force Majeure
Event, and the time for Landlord's performance shall be extended for the period
of any such delay. Any claim, demand, right or defense by Tenant that arises out
of this Lease or the negotiations which preceded this Lease shall be barred
unless Tenant commences an action thereon, or interposes a defense by reason
thereof, within the earlier to occur of (i) the expiration of the applicable
statute of limitations with respect to the inaction, omission, event or action
that gave rise to such claim, demand, right or defense, and (ii) twelve (12)
months after the expiration or earlier termination of this Lease.

     17.4 LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Base Rent, Tenant's Percentage Share of Operating Expenses or
other sums due hereunder will cause Landlord to incur costs not contemplated by
this Lease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting charges
and late charges which may be imposed on Landlord by the terms of any mortgage
or trust deed encumbering the Project. Accordingly, if any installment of Base
Rent, Tenant's Percentage Share of Operating Expenses or any other sum due from
Tenant shall not be received by Landlord within five (5) days of when such
amount shall be due, then, without any requirement for notice or demand to
Tenant, Tenant shall immediately pay to Landlord a late charge equal to ten
percent (10%) of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such late charge by
Landlord shall in no event constitute a waiver of Tenant's default with respect
to such overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies granted hereunder, including the assessment of interest
under section 17.5. Notwithstanding anything to the contrary contained in this
Section 17.4 of the Lease, Landlord agrees to waive imposition of such late

<PAGE>

charge on the first occasion in any twelve (12) month period provided the
overdue payment is made within five (5) business days after Landlord gives
Tenant written notice that the payment was not made when due

     17.5 INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided,
any amount due to Landlord that is not paid when due shall bear interest at the
lesser of ten percent (10%) per annum or the maximum rate permitted by
applicable law. Payment of such interest shall not excuse or cure any default by
Tenant under this Lease; provided, however, that interest shall not be payable
on late charges incurred by Tenant nor on any amounts upon which late charges
are paid by Tenant.

     17.6 PAYMENT OF RENT AND SECURITY DEPOSIT AFTER DEFAULT. If Tenant fails to
pay Base Rent, Tenant's Percentage Share of Operating Expenses, parking charges
or any other monetary obligation due hereunder on the date it is due, after
Tenant's third failure to pay any monetary obligation on the date it is due, at
Landlord's option, all monetary obligations of Tenant hereunder shall thereafter
be paid by cashier's check, and Tenant shall, upon demand, provide Landlord with
an additional security deposit equal to three (3) months' Base Rent. If Landlord
has required Tenant to make said payments by cashier's check or to provide an
additional security deposit, Tenant's failure to make a payment by cashier's
check or to provide the additional security deposit shall be a material default
hereunder.

18.  LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT. All covenants and
agreements to be kept or performed by Tenant under this Lease shall be performed
by Tenant at Tenant's sole cost and expense and without any reduction of rent.
If Tenant shall fail to perform any of its obligations under this Lease,
Landlord may, but shall not be obligated to, after three (3) days' prior written
notice to Tenant, make any such payment or perform any such act on Tenant's
behalf without waiving its rights based upon any default of Tenant and without
releasing Tenant from any obligations hereunder. Tenant shall pay to Landlord,
within ten (10) days after delivery by Landlord to Tenant of statements
therefore, an amount equal to the expenditures reasonably made by Landlord in
connection with the remedying by Landlord of Tenant's defaults pursuant to the
provisions of this section.

19.  INDEMNITY. Tenant hereby agrees to indemnify, defend and hold harmless
Landlord and its employees, partners, agents, contractors, lenders and ground
lessors (said persons and entities are hereinafter collectively referred to as
the "INDEMNIFIED PARTIES") from and against any and all liability, loss, cost,
damage, claims, loss of rents, liens, judgments, penalties, fines, settlement
costs, investigation costs, cost of consultants and experts, attorneys fees,
court costs and other legal expenses, effects of environmental contamination,
cost of environmental testing, removal, remediation and/or abatement of
Hazardous Materials (as said term are defined below), insurance policy
deductibles and other expenses (hereinafter collectively referred to as
"Damages") arising out of or related to an Indemnified Matter (as defined
below). For purposes of this section, an "INDEMNIFIED MATTER" shall mean any
matter for which one or more of the Indemnified Parties incurs liability or
Damages if the liability or Damages arise out of or involve, directly or
indirectly, (a) Tenant's or its employees', agents', contractors' or invitees'
(all of said persons or entities are hereinafter collectively referred to as
"Tenant Parties") use or occupancy of the Premises or the Project, (b) any act,
omission or neglect of a Tenant Party, (c) Tenant's failure to perform any of
its obligations under the Lease, (d) the existence, use or disposal of any
Hazardous Substance (as defined below) brought on to the project by a Tenant
Party or (e) any other matters for which Tenant has agreed to indemnify Landlord
pursuant to any other provision of this Lease. Tenant's obligations hereunder
shall include, but shall not be limited to (f) compensating the Indemnified
Parties for Damages arising out of Indemnified Matters within ten (10) days
after written demand from an Indemnified Party and (g) providing a defense, with
counsel reasonably satisfactory to the Indemnified Party, at Tenant's sole
expense, within ten (10) days after written demand from the Indemnified Party,
of any claims, action or proceeding arising out of or relating to an Indemnified
Matter whether or not litigated or reduced to judgment and whether or not well
founded. If Tenant is obligated to compensate an Indemnified Party for Damages
arising out of an Indemnified Matter, Landlord shall have the immediate and
unconditional right, but not the obligation, without notice or demand to Tenant,
to pay the damages, and Tenant shall, upon ten (10) days' advance written notice
from Landlord, reimburse Landlord for the costs incurred by Landlord. By way of
example, and not limitation, Landlord shall have the immediate and unconditional
right to cause any damages to the Common Areas, another tenant's premises or to
any other part of the Project to be repaired and to compensate other tenants of
the Project or other persons or entities for Damages arising out of an
Indemnified Matter. The Indemnified Parties need not first pay any Damages to be
indemnified hereunder. Tenant's obligations under this section shall not be
released, reduced or otherwise limited because one or more of the Indemnified
Parties are or may be actively or passively negligent with respect to an
Indemnified Matter or because an Indemnified Party is or was partially
responsible for the Damages incurred. This indemnity is intended to apply to the
fullest extent permitted by applicable law. Tenant's obligations under this
section shall survive the expiration or termination of this Lease unless
specifically waived in writing by Landlord after said expiration or termination.

20.  EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that Landlord
shall not be liable for injury to Tenant's business or any loss of income
therefrom or for loss of or damage to the merchandise, tenant improvements,
fixtures, furniture, equipment, computers, files, automobiles, or other property
of Tenant, Tenant's employees, agents, contractors or invitees, or any other
person in or about the Project, nor shall Landlord be liable for injury to the
person of Tenant, Tenant's employees, agents, contractors or invitees, whether
such damage or injury is caused by or results from any cause whatsoever
including, but not limited to, theft, criminal activity at the Project,
negligent security measures, bombings or bomb scares, Hazardous Materials, fire,
steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers,
plumbing, air conditioning or lighting fixtures, or from any other cause,
whether said damage or injury results from conditions arising upon the Premises
or upon other portions of the Project, or from other sources or places, or from
new construction or the repair, alteration or improvement of any part of the
Project, unless the cause of the damage or injury arises out of Landlord's or
its employees', agents' or contractors' grossly negligent or intentional acts.
Landlord shall not be liable for any damages arising from any act or neglect of
any employees, agents, contractors or invitees of any other tenant, occupant or
user of the Project, nor from the failure of Landlord to enforce the provisions
of the lease of any other tenant of the Project. Tenant, as a material part of
the consideration to Landlord hereunder, hereby assumes all risk of damage to
Tenant's property or business or injury to persons in, upon or about the Project
arising from any cause, excluding Landlord's gross negligence or the gross
negligence of its employees, agents or contractors, and Tenant hereby waives all
claims in respect thereof against Landlord, its employees, agents and
contractors.

<PAGE>

21.  LANDLORD'S LIABILITY. Tenant acknowledges that Landlord shall have the
right to transfer all or any portion of its interest in the Project and to
assign this Lease to the transferee. Tenant agrees that in the event of such a
transfer Landlord shall automatically be released from all liability under this
Lease; and Tenant hereby agrees to look solely to Landlord's transferee for the
performance of Landlord's obligations hereunder after the date of the transfer.
Upon such a transfer, Landlord shall, at its option, return Tenant's security
deposit to Tenant or transfer Tenant's security deposit to Landlord's transferee
and, in either event, Landlord shall have no further liability to Tenant for the
return of its security deposit. Subject to the rights of any lender holding a
mortgage or deed of trust encumbering all or part of the Project, Tenant agrees
to look solely to Landlord's equity interest in the Project for the collection
of any judgment requiring the payment of money by Landlord arising out of (a)
Landlord's failure to perform its obligations under this Lease or (b) the
negligence or willful misconduct of Landlord, its partners, employees and
agents. No other property or assets of Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of any judgment or
writ obtained by Tenant against Landlord. No partner, employee or agent of
Landlord shall be personally liable for the performance of Landlord's
obligations hereunder or be named as a party in any lawsuit arising out of or
related to, directly or indirectly, this Lease and the obligations of Landlord
hereunder. The obligations under this Lease do not constitute personal
obligations of the individual partners of Landlord, if any, and Tenant shall not
seek recourse against the individual partners of Landlord or their assets.

22.  SIGNS. Tenant shall not make any changes to the exterior of the Premises,
install any exterior lights, decorations, balloons, flags, pennants, banners or
painting, or erect or install any signs, windows or door lettering, placards,
decorations or advertising media of any type which can be viewed from the
exterior of the Premises, without Landlord's prior written consent, which may be
given or withheld in Landlord's sole discretion. Upon vacation of the Premises,
Tenant shall remove all signs and repair, paint and/or replace the building
fascia surface to which its signs are attached. Tenant shall obtain all
applicable governmental permits and approvals for signs and exterior treatments.
All signs, decorations, advertising media, blinds, draperies and other window
treatment or bars or other security installations visible from outside the
Premises shall be subject to Landlord's approval and conform in all respects to
Landlord's requirements.

23.  PARKING. During the term and subject to the rules and regulations attached
hereto as Exhibit "C," as modified by Landlord from time to time (the "RULES"),
Tenant shall be entitled to use the parking spaces in the Common Area parking
lot of the Project. Tenant's parking rights are in common with the parking
rights of any other tenants of the Project, and all of Tenant's parking spaces
are unreserved parking spaces. Landlord reserves the right at any time to
designate areas in the Common Areas where Tenant may or may not park. If Tenant
commits or allows in the parking lot any of the activities prohibited by the
Lease or the Rules, then Landlord shall have the right, without notice, in
addition to such other rights and remedies that it may have, to remove or tow
away the vehicle involved and charge the cost to Tenant, which cost shall be
immediately payable by Tenant upon demand by Landlord. Tenant's parking rights
are the personal rights of Tenant, and Tenant shall not transfer, assign or
otherwise convey its parking rights separate and apart from this Lease. All
parking spaces may only be used for parking vehicles no larger than full-size
passenger automobiles or pick-up trucks. Landlord, in addition to its other
remedies, shall have the right to remove or tow away any other vehicles.
Landlord shall not be responsible for enforcing Tenant's parking rights against
any third parties. Tenant shall not permit or allow any vehicles that belong to
or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers or invitees to be loaded, unloaded or parked in areas other than those
designated by Landlord for such activities.

24.  BROKER'S FEE. Tenant and Landlord each represent and warrant to the other
that neither has had any dealings or entered into any agreements with any
person, entity, broker or finder other than the persons, if any, listed in
section 1.15, in connection with the negotiation of this Lease, and no other
broker, person, or entity is entitled to any commission or finder's fee in
connection with the negotiation of this Lease, and Tenant and Landlord each
agree to indemnify, defend and hold the other harmless from and against any
claims, damages, costs, expenses, attorneys' fees or liability for compensation
or charges which may be claimed by any such unnamed broker, finder or other
similar party by reason of any dealings, actions or agreements of the
indemnifying party. The commission payable to Landlord's broker with respect to
this Lease shall be pursuant to the terms of the separate commission agreement
in effect between Landlord and Landlord's broker. Landlord's broker shall pay a
portion of its commission to Tenant's broker, if so provided in any agreement
between Landlord's broker and Tenant's broker. Nothing in this Lease shall
impose any obligation on Landlord to pay a commission or fee to any party other
than Landlord's broker.

25.  ESTOPPEL CERTIFICATE.

     25.1 DELIVERY OF CERTIFICATE. Tenant shall from time to time, upon not less
than ten (10) days' prior written notice from Landlord, execute, acknowledge and
deliver to Landlord a statement in writing certifying such information as
Landlord may reasonably request including, but not limited to, the following:
(a) that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect), (b) the date to which the Base Rent and
other charges are paid in advance and the amounts so payable, (c) that there are
not, to Tenant's knowledge, any uncured defaults or unfulfilled obligations on
the part of Landlord, or specifying such defaults or unfulfilled obligations, if
any are claimed, (d) that all tenant improvements to be constructed by Landlord,
if any, have been completed in accordance with Landlord's obligations, and (e)
that Tenant has taken possession of the Premises. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Project.

     25.2 FAILURE TO DELIVER CERTIFICATE. At Landlord's option, the failure of
Tenant to deliver such statement within such time shall constitute a material
default of Tenant hereunder, or it shall be conclusive upon Tenant that (a) this
Lease is in full force and effect, without modification except as may be
represented by Landlord, (b) there are no uncured defaults in Landlord's
performance, (c) not more than one month's Base Rent has been paid in advance,
(d) all tenant improvements to be constructed by Landlord, if any, have been
completed in accordance with Landlord's obligations, and (e) Tenant has taken
possession of the Premises.

26.  FINANCIAL INFORMATION. From time to time, at Landlord's request, Tenant
shall cause the following financial information to be delivered to Landlord, at
Tenant's sole cost and expense, upon not less than ten (10) days' advance
written notice from Landlord: (a) a current financial statement for Tenant and
Tenant's financial statements for the previous two accounting years, (b) a
current financial statement for any guarantor(s) of this Lease and the
guarantor(s) financial statements for the previous two accounting years and (c)
such other financial information pertaining to Tenant or any guarantor as
Landlord or any lender or purchaser of Landlord may reasonably request. All
financial statements shall be prepared in accordance with generally accepted
accounting principals consistently applied and, if such is the normal practice
of Tenant, shall be audited by an independent certified public accountant.
Landlord agrees to hold such financial information confidential.


<PAGE>

27.  ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS.

     27.1 HAZARDOUS DISCLOSURE CERTIFICATE. Prior to executing this Lease,
Tenant has delivered to Landlord Tenant's executed initial Hazardous Materials
Disclosure Certificate (the "INITIAL HAZMAT CERTIFICATE"), a copy of which is
attached hereto as Exhibit D. Tenant covenants, represents and warrants to
Landlord that the information in the Initial HazMat Certificate is true and
correct and accurately describes the use(s) of Hazardous Materials which will be
made and/or used on the Premises by Tenant. Tenant shall, commencing with the
date which is one year from the Commencement Date and continuing every year
thereafter, deliver to Landlord an executed Hazardous Materials Disclosure
Certificate (the "HAZMAT CERTIFICATE") describing Tenant's then-present use of
Hazardous Materials on the Premises, and any other reasonably necessary
documents and information as requested by Landlord. The HazMat Certificates
required hereunder shall be in substantially the form attached hereto as Exhibit
D.

     27.2 DEFINITION OF HAZARDOUS MATERIALS. As used in this Lease, the term
Hazardous Materials shall mean and include (a) any hazardous or toxic wastes,
materials or substances, and other pollutants or contaminants, which are or
become regulated by any Environmental Laws (defined below); (b) petroleum,
petroleum by-products, gasoline, diesel fuel, crude oil or any fraction thereof;
(c) asbestos and asbestos-containing material, in any form, whether friable or
non-friable; (d) polychlorinated biphenyls; (e) radioactive materials; (f) lead
and lead-containing materials; (g) any other material, waste or substance
displaying toxic, reactive, ignitable or corrosive characteristics, as all such
terms are used in their broadest sense, and are defined or become defined by any
Environmental Law; or (h) any materials which cause or threatens to cause a
nuisance upon or waste to any portion of the Project or any surrounding
property; or poses or threatens to pose a hazard to the health and safety of
persons on the Premises, any other portion of the Project or any surrounding
property. For purposes of this Lease, the term "Hazardous Materials" shall not
include nominal amounts of ordinary household cleaners, office supplies and
janitorial supplies which are not actionable under any Environmental Laws.

     27.3 PROHIBITION; ENVIRONMENTAL LAWS. Tenant shall not be entitled to use
or store any Hazardous Materials on, in, or about any portion of the Premises
and the Project without, in each instance, obtaining Landlord's prior written
consent thereto. If Landlord, in its sole discretion, consents to any such usage
or storage, then Tenant shall be permitted to use and/or store only those
Hazardous Materials that are necessary for Tenant's business and to the extent
disclosed in the HazMat Certificate and as expressly approved by Landlord in
writing. Any such usage and storage may only be to the extent of the quantities
of Hazardous Materials as specified in the then-applicable HazMat Certificate as
expressly approved by Landlord. In all events such usage and storage must at all
times be in full compliance with any and all local, state and federal
environmental, health and/or safety-related laws, statutes, orders, standards,
courts' decisions, ordinances, rules and regulations (as interpreted by judicial
and administrative decisions), decrees, directives, guidelines, permits or
permit conditions, currently existing and as amended, enacted, issued or adopted
in the future which are or become applicable to Tenant or all or any portion of
the Premises (collectively, the "ENVIRONMENTAL LAWS") and in compliance with the
recommendations of Landlord's consultants Tenant agrees that any changes to the
type and/or quantities of Hazardous Materials specified in the most recent
HazMat Certificate may be implemented only with the prior written consent of
Landlord, which consent may be given or withheld in Landlord's sole discretion.
Tenant shall not be entitled nor permitted to install any tanks under, on or
about the Premises for the storage of Hazardous Materials without the express
written consent of Landlord, which may be given or withheld in Landlord's sole
discretion. Landlord shall have the right, in Landlord's sole discretion, at all
times during the Term of this Lease to (i) inspect the Premises, (ii) conduct
tests and investigations to determine whether Tenant is in compliance with the
provisions of this section 27 or to determine if Hazardous Materials are present
in, on or about the Project, (iii) request lists of all Hazardous Materials
used, stored or otherwise located on, under or about any portion of the Premises
and/or the Common Areas, and (iv) to require Tenant to complete a survey of its
use, storage and handling of Hazardous Materials in the Premises, using a form
and following procedures designated by Landlord, in Landlord's sole discretion
(the "SURVEY"). Tenant shall reimburse Landlord for the cost of all such
inspections, tests and investigations, and all costs associated with any Survey.
If as a result of an inspection, test or Survey Landlord determines, in
Landlord's sole discretion, that Tenant should implement or perform safety,
security or compliance measures, Tenant shall within thirty (30) days after
written request by Landlord perform such measures, at Tenant's sole cost and
expense. The aforementioned rights granted herein to Landlord and its
representatives shall not create (a) a duty on Landlord's part to inspect, test,
investigate, monitor or otherwise observe the Premises or the activities of
Tenant and Tenant Parties with respect to Hazardous Materials, including without
limitation, Tenant's operation, use and any remediation relating thereto, or (b)
liability on the part of Landlord and its representatives for Tenant's use,
storage, disposal or remediation of Hazardous Materials, it being understood
that Tenant shall be solely responsible for all liability in connection
therewith.

     27.4 TENANT'S ENVIRONMENTAL OBLIGATIONS. Tenant shall give to Landlord
immediate verbal and follow-up written notice of any spills, releases,
discharges, disposals, emissions, migrations, removals or transportation of
Hazardous Materials on, under or about any portion of the Premises or in any
Common Areas; provided that Tenant has actual, implied or constructive knowledge
of such event(s). Tenant, at its sole cost and expense, covenants and warrants
to promptly investigate, clean up, remove, restore and otherwise remediate
(including, without limitation, preparation of any feasibility studies or
reports and the performance of any and all closures) any spill, release,
discharge, disposal, emission, migration or transportation of Hazardous
Materials arising from or related to the intentional or negligent acts or
omissions of Tenant or Tenant Parties such that the affected portions of the
Project and any adjacent property are returned to the condition existing prior
to the appearance of such Hazardous Materials. Any such investigation, clean up,
removal, restoration and other remediation shall only be performed after Tenant
has obtained Landlord's prior written consent, which consent shall not be
unreasonably withheld so long as such actions would not potentially have a
material adverse long-term or short-term effect on any portion of the Project.
Notwithstanding the foregoing, Tenant shall be entitled to respond immediately
to an emergency without first obtaining Landlord's prior written consent.
Tenant, at its sole cost and expense, shall conduct and perform, or cause to be
conducted and performed, all closures as required by any Environmental Laws or
any agencies or other governmental authorities having jurisdiction thereof. If
Tenant fails to so promptly investigate, clean up, remove, restore, provide
closure or otherwise so remediate, Landlord may, but without obligation to do
so, take any and all steps necessary to rectify the same, and Tenant shall
promptly reimburse Landlord, upon demand, for all costs and expenses to Landlord
of performing investigation, cleanup, removal, restoration, closure and
remediation work. All such work undertaken by Tenant, as required herein, shall
be performed in such a manner so as to enable Landlord to make full economic use
of the Premises and other portions of the Project after the satisfactory
completion of such work.

<PAGE>


     27.5 ENVIRONMENTAL INDEMNITY. In addition to Tenant's other indemnity
obligations under this Lease, Tenant agrees to, and shall, protect, indemnify,
defend (with counsel acceptable to Landlord) and hold Landlord and the other
indemnities harmless from and against any and all loss, cost, damage, liability
or expense (including, without limitation, diminution in value of any portion of
the Premises or the Project, damages for the loss of or restriction on the use
of rentable or usable space, and from any adverse impact of Landlord's marketing
of any space within the Project) arising at any time during or after the term of
this Lease in connection with or related to, directly or indirectly, the use,
presence, transportation, storage, disposal, migration, removal, spill, release
or discharge of Hazardous Materials on, in or about any portion of the Project
as a result (directly or indirectly) of the intentional or negligent acts or
omissions of Tenant or Tenant Parties. Neither the written consent of Landlord
to the presence, use or storage of Hazardous Materials in, on, under or about
any portion of the Project nor the strict compliance by Tenant with all
Environmental Laws shall excuse Tenant from its obligations of indemnification
pursuant hereto. Tenant shall not be relieved of its indemnification obligations
under the provisions of this section 27.5 due to Landlord's status as either an
"owner" or "operator" under any Environmental Laws.

     27.6 SURVIVAL. Tenant's obligations and liabilities pursuant to the
provisions of this section 27 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that the condition of
all or any portion of the Project is not in compliance with the provisions of
this Lease with respect to Hazardous Materials, including without limitation,
all Environmental Laws at the expiration or earlier termination of this Lease,
then Landlord may require Tenant to hold over possession of the Premises until
Tenant can surrender the Premises to Landlord in the condition in which the
Premises existed as of the Commencement Date and prior to the appearance of such
Hazardous Materials except for reasonable wear and tear, including without
limitation, the conduct or performance of any closures as required by any
Environmental Laws. The burden of proof hereunder shall be upon Tenant. For
purposes hereof, the term "reasonable wear and tear" shall not include any
deterioration in the condition or diminution of the value of any portion of the
Project in any manner whatsoever related to, directly or indirectly, Hazardous
Materials. Any such holdover by Tenant will be with Landlord's consent, will not
be terminable by Tenant in any event or circumstance and will otherwise be
subject to the provisions of section 33 of this Lease.

28.  SUBORDINATION.

     28.1 EFFECT OF SUBORDINATION. This Lease, and any Option (as defined below)
granted hereby, upon Landlord's written election, shall be subject and
subordinate to any ground lease, mortgage, deed of trust or any other
hypothecation or security now or hereafter placed upon the Project and to any
and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Nothwithstanding such subordination, Tenant's right to quiet possession of the
Premises shall not be disturbed if Tenant is not in default and so long as
Tenant shall pay the rent and observe and perform all of the provisions of the
Lease, unless the Lease is otherwise terminated pursuant to its terms. At the
request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such
person or entity. If any mortgagee, trustee or ground lessor shall elect to have
this Lease and any Options granted hereby prior to the lien of its mortgage,
deed or trust or ground lease, and shall give written notice thereof to Tenants,
this Lease and such Options shall be deemed prior to such mortgage, deed of
trust or ground lease or the date of recording thereof. In the event of the
foreclosure of a security device, the new owner shall not (a) be liable for any
act or omission of any prior landlord or with respect to events occurring prior
to its acquisition of title, (b) be liable for the breach of this Lease by any
prior landlord, (c) be subject to any offsets or defenses which Tenant may have
against the prior landlord or (d) be liable to Tenant for the return of its
security deposit.

     28.2 EXECUTION OF DOCUMENTS. Tenant agrees to execute and acknowledge ay
documents Landlord reasonably requests Tenant execute to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be. Tenant's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Tenant hereunder or, at
Landlord's option, Landlord shall have the right to execute such documents on
behalf of tenant as Tenant's attorney-in-fact. Tenant does hereby make,
constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in
Tenant's name, place and stead to execute such documents in accordance with this
section.

29.  OPTIONS.

     29.1 DEFINITION. As used in this Lease, the work "OPTION" the following
meaning: (1) the right or option to extend the term of this Lease or to renew
this Lease, (2) the option of right of first refusal to lease the Premises or
the right of first offer to lease the Premises or the right of first refusal to
lease other space within the Project of the right of first offer to lease other
space within the project, and (3) the right or option to terminate this Lease
prior to its expiration date or to reduce the size of the Premises. Any Option
granted to Tenant by Landlord must be evidenced by a written option agreement
attached to the lease a s a rider or addendum or said option shall be of no
force or effect.

     29.2 OPTIONS PERSONAL. Each Option granted to Tenant in this Lease, if any,
is personal to the original Tenant and may be exercised only by the original
Tenant while occupying the entire Premises and may not be exercised or assigned,
voluntarily or involuntarily, by or to any person or entity other than Tenant,
including without limitation, any permitted transferee as defined in section 16.
The Options, if any, herein granted to Tenant are not assignable separate or
apart from this Lease, nor may any Option be separated from this Lease in any
manner, either by reservation or otherwise. If at any time an Option is
exercisable by Tenant, the Lease has been assigned or a sublease exists as to
any portion of the Premises, the Option shall be deemed null and void and
neither Tenant nor any assignee or subtenant shall have the right to exercise
the Option.

     29.3 MULTIPLE OPTIONS. In the event that Tenant has multiple Options to
extend or renew this Lease, a later Option cannot be exercised unless the prior
Option to extend or renew this Lease has been so exercised.

<PAGE>

     29.4 EFFECT OF DEFAULT ON OPTIONS. Tenant shall have no right to exercise
an Option (i) during the time commencing from the date Landlord gives to Tenant
a notice of default pursuant to section 17.1 and continuing until the
noncompliance alleged in said notice of default is cured, or (ii) if Tenant is
in default of any of the terms, covenants or conditions of this Lease. The
period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Tenant's inability to exercise an Option because of the
provisions of this section.

     29.5 LIMITATIONS ON OPTIONS. Notwithstanding anything to the contrary
contained in any rider or addendum to this Lease, any options, rights of first
refusal or rights of first offer granted hereunder shall be subject and
secondary to Landlord's right to first offer and lease any such space to any
tenant who is then occupying or leasing such space at the time the space becomes
available for leasing and shall be subject and subordinated to any other
options, rights of first refusal or rights of first offer previously given to
any other person or entity.

     29.6 GUARANTEES. Notwithstanding anything to the contrary contained in any
rider or addendum to this Lease, Tenant's right to exercise and the
effectiveness of an Option is conditioned upon Landlord's receipt from any prior
tenant that has not been expressly released from liability under this Lease, and
any guarantor of any obligation of Tenant under this Lease, of a written
agreement reaffirming such person's obligations under this Lease or the
guaranty, as modified by Tenant's exercise of the Option.

                            SEE ADDENDUM PARAGRAPH 3

30.  LANDLORD RESERVATIONS. Landlord shall have the right: (a) to change the
name and address of the Project or Building upon not less than ninety (90) days
prior written notice; (b) to permit any tenant the exclusive right to conduct
any business as long as such exclusive right does not conflict with any rights
expressly given herein; and (c) to place signs, notices or displays upon the
roof, interior or exterior of the Building or Common Areas of the Project.
Landlord reserves the right to use the exterior walls of the Premises, and the
area beneath, adjacent to and above the Premises together with the right to
install, use, maintain and replace equipment, machinery, pipes, conduits and
wiring through the Premises, which serve other parts of the Project provided
that Landlord's use does not unreasonably interfere with Tenant's use of the
Premises.


31.  CHANGES TO PROJECT. Landlord shall have the right, in Landlord's sole
discretion, from time to time, to make changes to the size, shape, location,
number and extent of the improvements comprising the Project (hereinafter
referred to as "CHANGES") including, but not limited to, the interior and
exterior of buildings, the Common Areas, HVAC, electrical systems, communication
systems, fire protection and detection systems, plumbing systems, security
systems, parking control systems, driveways, entrances, parking spaces, parking
areas and landscaped areas. In connection with the Changes, Landlord may, among
other things, erect scaffolding or other necessary structures at the Project,
limit or eliminate access to portions of the Project, including portions of the
Common Areas, or perform work in the Building, which work may create noise, dust
or leave debris in the Building. Tenant hereby agrees that such Changes and
Landlord's actions in connection with such Changes shall in no way constitute a
constructive eviction of Tenant or entitle Tenant to any abatement of rent.
Landlord shall have no responsibility or for any reason be liable to Tenant for
any direct or indirect injury to or interference with Tenant's business arising
from the Changes, nor shall Tenant be entitled to any compensation or damages
from Landlord for any inconvenience or annoyance occasioned by such Changes or
Landlord's actions in connection with such Changes.

32.  INTENTIONALLY OMITTED.

33.  HOLDING OVER. If Tenant remains in possession of the Premises or any part
thereof after the expiration or earlier termination of the term hereof with
Landlord's consent, such occupancy shall be a tenancy from month to month upon
all the terms and conditions of this Lease pertaining to the obligations of
Tenant, except that the Base Rent payable shall be the greater of (a) two
hundred percent (200%) of the Base Rent payable immediately preceding the
termination date of this Lease or (b) one hundred twenty-five percent (125%) of
the fair market Base Rent for the Premises as of the date Tenant holds over, and
all Options, if any, shall be deemed terminated and be of no further effect. If
Tenant remains in possession of the Premises or any part thereof, after the
expiration of the term hereof without Landlord's consent, Tenant shall, at
Landlord's option, be treated as a tenant at sufferance or a trespasser. Nothing
contained herein shall be construed to constitute Landlord's consent to Tenant
holding over at the expiration or earlier termination of the Lease term or to
give Tenant the right to hold over after the expiration or earlier termination
of the Lease term. Tenant hereby agrees to indemnify, hold harmless and defend
Landlord from any cost, loss, claim or liability (including attorneys' fees)
Landlord may incur as a result of Tenant's failure to surrender possession of
the Premises to Landlord upon the termination of this Lease.

34.  LANDLORD'S ACCESS.

     34.1 ACCESS. Landlord and Landlord's agents, contractors and employees
shall have the right to enter the Premises at reasonable times, upon forty-eight
(48) hours prior notice, for the purpose of inspecting the Premises, performing
any services required of Landlord, showing the Premises to prospective
purchasers, lenders or tenants, undertaking safety measures and making
alterations, repairs, improvements or additions to the Premises or to the
Project. In the event of an emergency, Landlord may gain access to the Premises
by any reasonable means and without prior notice, and Landlord shall not be
liable to Tenant for damage to the Premises or to Tenant's property resulting
from such access. Landlord may at any time place on or about the Building "for
sale" or "for lease" signs and Landlord may at any time during the last one
hundred twenty (120) days of the term hereof place on or about the Premises "for
lease" signs.

<PAGE>

     34.2 KEYS. Landlord shall have the right to retain keys to the locks on the
entry doors to the Premises and all interior doors at the Premises.

35.  SECURITY MEASURES. Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or other security measures for
the benefit of the Premises or the Project, and Landlord shall have no liability
to Tenant due to its failure to provide such services. Tenant assumes all
responsibility for the protection of Tenant, its agents, employees, contractors
and invitees and the property of Tenant and of Tenant's agents, employees,
contractors and invitees from acts of third parties. Nothing herein contained
shall prevent Landlord, at Landlord's sole option, from implementing security
measures for the Project or any part thereof, in which event Tenant shall
participate in such security measures and the cost thereof shall be included
within the definition of Operating Expenses, and Landlord shall have no
liability to Tenant and its agents, employees, contractors and invitees arising
out of Landlord's negligent provision of security measures. Landlord shall have
the right, but not the obligation, to require all persons entering or leaving
the Project to identify themselves to a security guard and to reasonably
establish that such person should be permitted access to the Project.

36.  EASEMENTS. Landlord reserves to itself the right, from time to time, to
grant such easements, rights and dedications that Landlord deems necessary or
desirable, and to cause the recordation of parcel maps and restrictions, so long
as such easements, rights, dedications, maps and restrictions do not
unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any of the aforementioned documents within ten (10) days after Landlord's
request, and Tenant's failure to do so shall constitute a material default by
Tenant. The obstruction of Tenant's view, air or light by any structure erected
in the vicinity of the Project, whether by Landlord or third parties, shall in
no way affect this Lease or impose any liability upon Landlord.

37.  TRANSPORTATION MANAGEMENT. Tenant shall fully comply at its sole expense
with all present or future programs implemented or required by any governmental
or quasi-governmental entity or Landlord to manage parking, transportation, air
pollution or traffic in and around the Project or the metropolitan area in which
the Project is located.

38.  SEVERABILITY. The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

39.  TIME OF ESSENCE. Time is of the essence with respect to each of the
obligations to be performed by Tenant and Landlord under this Lease.

40.  DEFINITION OF ADDITIONAL RENT. All monetary obligations of Tenant to
Landlord under the terms of this Lease, including, but not limited to, Base
Rent, Tenant's Percentage Share of Operating Expenses and late charges shall be
deemed to be rent.

41.  INCORPORATION OF PRIOR AGREEMENTS. This Lease and the attachments listed in
section 1.16 contain all agreements of the parties with respect to the lease of
the Premises and any other matter mentioned herein. No prior or contemporaneous
agreement or understanding pertaining to any such matter shall be effective.
Except as otherwise stated in this Lease, Tenant hereby acknowledges that no
real estate broker nor Landlord nor any employee or agents of any of said
persons has made any oral or written warranties or representations to Tenant
concerning the condition or use by Tenant of the Premises or the Project or
concerning any other matter addressed by this Lease.

42.  AMENDMENTS. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification.

43.  NOTICES. All notices required or permitted by this Lease shall be in
writing and may be delivered (a) in person (by hand, by messenger or by courier
service), (b) by U.S. Postal Service regular mail, (c) by U.S. Postal Service
certified mail, return receipt requested, or (d) by U.S. Postal Service Express
Mail, Federal Express or other overnight courier, and shall be deemed
sufficiently given if served in a manner specified in this section. Any notice
permitted or required hereunder, and any notice to pay rent or quit or similar
notice, shall be deemed personally delivered to Tenant on the date the notice is
personally delivered to any employee of Tenant at the Premises. The addresses
set forth in section 1.17 of this Lease shall be the address of each party for
notice purposes. Landlord or Tenant may by written notice to the other specify a
different address for notice purposes, except that upon Tenant's taking
possession of the Premises, the Premises shall constitute Tenant's address for
the purpose of mailing or delivering notices to Tenant. A copy of all notices
required or permitted to be given to Landlord hereunder shall be concurrently
transmitted to such party or parties at such addresses as Landlord may from time
to time hereinafter designate by written notice to Tenant. Any notice sent by
regular mail or by certified mail, return receipt requested, shall be deemed
given three (3) days after deposited with the U.S. Postal Service. Notices
delivered by U.S. Express Mail, Federal Express or other courier shall be deemed
given on the date delivered by the carrier to the appropriate party's address
for notice purposes. If notice is received on Saturday, Sunday or a legal
holiday, it shall be deemed received on the next business day. Nothing contained
herein shall be construed to limit Landlord's right to serve any notice to pay
rent or quit or similar notice by any method permitted by applicable law, and
any such notice shall be effective if served in accordance with any method
permitted by applicable law whether or not the requirements of this section have
been met.

44.  WAIVERS. No waiver by Landlord or Tenant of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by
Landlord or Tenant of the same or any other provision. Landlord's consent to, or
approval of, any act shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any subsequent act by Tenant. The
acceptance of rent hereunder by Landlord shall not be a waiver of any preceding
breach by Tenant of any provision hereof, other than the failure of Tenant to
pay the particular rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent. No acceptance by
Landlord of partial payment of any sum due from Tenant shall be deemed a waiver
by Landlord of its right to receive the full amount due, nor shall any
endorsement or statement on any check or accompanying letter from Tenant be
deemed an accord and satisfaction. Tenant hereby waives for Tenant and all those
claiming under Tenant all rights now or hereafter existing to redeem by order or
judgment of any court or by legal process or writ Tenant's right of occupancy of
the Premises after any termination of this Lease.

45.  COVENANTS. This Lease shall be construed as though Landlord's covenants
contained herein are independent and not dependent and Tenant hereby waives the
benefit of any statute to the contrary. All provisions of this Lease to be
observed or performed by Tenant are both covenants and conditions.

<PAGE>

46.  BLNDLNG EFFECT; CHOICE OF LAW. Subject to any provision hereof restricting
assignment or subletting by Tenant, this Lease shall bind the parties, their
heirs, personal representatives, successors and assigns. This Lease shall be
governed by the laws of the state in which the Project is located, and any
litigation concerning this Lease between the parties hereto shall be initiated
in the county in which the Project is located.

47.  ATTORNEYS' FEES. If Landlord or Tenant brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such
action, or appeal thereon, shall be entitled to its reasonable attorneys' fees
and court costs to be paid by the losing party as fixed by the court in the same
or separate suit, and whether or not such action is pursued to decision or
judgment. The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
and court costs reasonably incurred in good faith. Landlord shall be entitled to
reasonable attorneys' fees and all other costs and expenses incurred in the
preparation and service of notices of default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection
with such default. Landlord and Tenant agree that attorneys' fees incurred with
respect to defaults and bankruptcy are actual pecuniary losses within the
meaning of section 365(b)(l)(B) of the Bankruptcy Code or any successor statute.

48.  AUCTIONS. Tenant shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction or going-out-of-business sale upon the
Premises or the Common Areas.

49.  MERGER. The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation thereof, or a termination by Landlord, shall not result in
the merger of Landlord's and Tenant's estates and shall, at the option of
Landlord, terminate all or any existing subtenancies or may, at the option of
Landlord, operate as an assignment to Landlord of any or all of such
subtenancies.

50.  QUIET POSSESSION. Subject to the other terms and conditions of this Lease,
and the rights of any lender, and provided Tenant is not in default hereunder,
Tenant shall have quiet possession of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

51.  AUTHORITY. If Tenant is a corporation, trust, limited liability company,
limited liability partnership or general or limited partnership, Tenant, and
each individual executing this Lease on behalf of such entity, represents and
warrants that such individual is duly authorized to execute and deliver this
Lease on behalf of said entity, that said entity is duly authorized to enter
into this Lease, and that this Lease is enforceable against said entity in
accordance with its terms. If Tenant is a corporation, trust, limited liability
company, limited liability partnership or other partnership, Tenant shall
deliver to Landlord upon demand evidence of such authority satisfactory to
Landlord.

52.  CONFLICT. Except as otherwise provided herein to the contrary, any conflict
between the printed provisions, exhibits, addenda or riders of this Lease and
the typewritten or handwritten provisions, if any, shall be controlled by the
typewritten or handwritten provisions.

53.  MULTIPLE PARTIES. If more than one person or entity is named as Tenant
herein, the obligations of Tenant shall be the joint and several responsibility
of all persons or entities named herein as Tenant. Service of a notice in
accordance with section 43 on one Tenant shall be deemed service of notice on
all Tenants.

54.  INTERPRETATION. This Lease shall be interpreted as if it was prepared by
both parties, and ambiguities shall not be resolved in favor of Tenant because
all or a portion of this Lease was prepared by Landlord. The captions contained
in this Lease are for convenience only and shall not be deemed to limit or alter
the meaning of this Lease. As used in this Lease, the words tenant and landlord
include the plural as well as the singular. Words used in the neuter gender
include the masculine and feminine gender.

55.  PROHIBITION AGAINST RECORDING. Neither this Lease, nor any memorandum,
affidavit or other writing with respect thereto, shall be recorded by Tenant or
by anyone acting through, under or on behalf of Tenant. Landlord shall have the
right to record a memorandum of this Lease, and Tenant shall execute,
acknowledge and deliver to Landlord for recording any memorandum prepared by
Landlord.

56.  RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be deemed or
construed by the parties hereto or by any third party to create the relationship
of principal and agent, partnership, joint venturer or any association between
Landlord and Tenant.

57.  SECURITY INTEREST. In consideration of the covenants and agreements
contained herein, and as a material consideration to Landlord for entering into
this Lease, Tenant hereby unconditionally grants to Landlord a continuing
security interest in and to all personal property of Tenant located or left at
the Premises and the Security Deposit, if any, and any advance rent payment or
other deposit, now in or hereafter delivered to or coming into the possession,
custody or control of Landlord, by or for the account of Tenant, together with
any increase in profits or proceeds from such property. The security interest
granted to Landlord hereunder secures payment and performance of all obligations
of Tenant under this Lease now or hereafter arising or existing, whether direct
or indirect, absolute or contingent, or due or to become due. In the event of a
default under this Lease which is not cured within the applicable grace period,
if any, Landlord is and shall be entitled to all the rights, powers and remedies
granted a secured party under the State of Maryland Commercial Code and
otherwise available at law or in equity, including, but not limited to, the
right to retain as damages the personal property, Security Deposit and other
funds held by Landlord, without additional notice or demand regarding this
security interest. Tenant agrees that it will execute such other documents or
instruments as may be reasonably necessary to carry out and effectuate the
purpose and terms of this Section, or as otherwise reasonably requested by
Landlord, including without limitation, execution of a UCC-1 financing
statement. Tenant's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Tenant hereunder and, at
Landlord's option, Landlord shall have the right to execute such documents on
behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make,
constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact, and
Landlord shall have the right to execute such documents in Tenant's name. Tenant
hereby waives any rights it may have under the State of Maryland Civil Code
which are inconsistent with Landlord's rights under this Section. Landlord's
rights under this Section are in addition to Landlord's rights under Sections 7
and 17. Notwithstanding anything to the contrary contained in Section 57 of this
Lease, the security interest granted by Tenant to Landlord shall be

<PAGE>

automatically subordinated to the security interest, if any, granted to Tenant's
lenders in the ordinary course of Tenant's business. At Tenant's request,
Landlord shall execute a lien waiver, the form of which shall be reasonably
satisfactory to Landlord, waiving Landlord's security interest in the collateral
described in any such lien waiver (which collateral shall exclude any tenant
improvements and any fixtures installed in the Premises).

58.  RULES AND REGULATIONS. Tenant agrees to abide by and conform to the Rules
and to cause its employees, suppliers, customers and invitees to so abide and
conform. Landlord shall have the right, from time to time, to modify, amend and
enforce the Rules in a nondiscriminatory manner. Landlord shall not be
responsible to Tenant for the failure of other persons, including, but not
limited to, other tenants, their agents, employees and invitees, to comply with
the Rules.

59.  RIGHT TO LEASE. Landlord reserves the absolute right to effect such other
tenancies in the Project as Landlord in its sole discretion shall determine, and
Tenant is not relying on any representation that any specific tenant or number
of tenants will occupy the Project.

60.  CONFIDENTIALITY. Tenant acknowledges and agrees that the terms of this
Lease are confidential and constitute proprietary information of Landlord.
Disclosure of the terms hereof could adversely affect the ability of Landlord to
negotiate other leases with respect to the Project and may impair Landlord's
relationship with other tenants of the Project. Tenant agrees that it and its
partners, officers, directors, employees, brokers, and attorneys, if any, shall
not disclose the terms and conditions of this Lease to any other person or
entity without the prior written consent of Landlord, which may be given or
withheld by Landlord, in Landlord's sole discretion. It is understood and agreed
that damages alone would be an inadequate remedy for the breach of this
provision by Tenant, and Landlord shall also have the right to seek specific
performance of this provision and to seek injunctive relief to prevent its
breach or continued breach.

61.  OFAC CERTIFICATION.

     61.1. Tenant certifies that: (i) It is not acting, directly or indirectly,
for or on behalf of any person, group, entity, or nation named by any Executive
Order or the United States Treasury Department as a terrorist, "Specially
Designated National and Blocked Person," or other banned or blocked person,
entity, nation, or transaction pursuant to any law, order, rule, or regulation
that is enforced or administered by the Office of Foreign Assets Control; and
(ii) It is not engaged in this transaction, directly or indirectly on behalf of,
or instigating or facilitating this transaction, directly or indirectly on
behalf of, any such person, group, entity, or nation.

        61.2. Tenant hereby agrees to defend, indemnify, and hold harmless
Landlord from and against any and all claims, damages, losses, risks,
liabilities, and expenses (including attorney's fees and costs) arising from or
related to any breach of the foregoing certification.

62.  WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE
RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR
CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER
LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF
INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR
REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.


<PAGE>

LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS
LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS
LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY
AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND
TENANT WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN
THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS
EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND
SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE
THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE
PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED
BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF
THIS LEASE TO TENANT.

<TABLE>
<CAPTION>

LANDLORD                                                               TENANT*
<S>                                                                   <C>

THE REALTY ASSOCIATES FUND, VI, L.P.,                                  CHESAPEAKE LOGISTICS, LLC,
a Delaware limited partnership                                         a Maryland limited liability company

By:   Realty Associates Advisors LLC, a Massachusetts
      limited liability company, general partner

      By:  Realty Associates Advisors LLC, a Delaware                  *By: /s/ Brian P. Flood
           limited liability company, Manager                               ---------------------------------------

                                                                                        Brian P. Flood
                                                                            ---------------------------------------
           By:  Realty Associates Advisors Trusts, a                                    (Print Name)
                Massachusetts business trust, sole member

                By:  /s/ Kimberly M. Hourihan                          Its:  President and Chief Operating Officer
                     --------------------------                              -------------------------------------
                            Officer                                                       (Print Title)

By:   Realty Associates Fund VI Texas Corporation, a Texas
      corporation, general partner

      By:  /s/ Kimberly M. Hourihan
           -----------------------------
                     Officer
                                                                       *By:
                                                                             --------------------------------------


                                                                             --------------------------------------
                                                                                           (Print Name)

                                                                       Its:
                                                                             --------------------------------------
                                                                                           (Print Title)
</TABLE>


*If Tenant is a corporation, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing. The Lease must
be executed by the president or vice president the secretary or assistant
secretary, unless the bylaws or a resolution of the board of directors shall
otherwise provide, in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.


<PAGE>


                                    ADDENDUM



        THIS ADDENDUM (the "Addendum") is attached to the Lease dated as of
April 3, 2006 between THE REALTY ASSOCIATES FUND VI, L.P., a Delaware limited
partnership ("Landlord") and CHESAPEAKE LOGISTICS LLC, a Maryland limited
liability company ("Tenant") and incorporated herein by reference thereto. To
the extent that there are any conflicts between the provisions of the Lease and
the provisions of this Addendum, the provisions of this Addendum shall supersede
the conflicting provisions of the Lease.

         1. TENANT IMPROVEMENTS. At Landlord's expense, Landlord shall make
tenant improvements ("Landlord's Work") for the Premises using Building standard
materials and finishes in accordance with the Work Letter Agreement attached
hereto and incorporated herein as Schedule 1 and in accordance with the scope of
work attached hereto and incorporated herein as Schedule 1-A. Landlord shall
complete Landlord's Work in a good and workmanlike manner and in compliance with
all applicable laws. In the event that a discrepancy exists between Schedule 1
and Schedule 1-A, then Schedule 1-A shall control. Any improvements other than
the Landlord's Work shall be subject to Landlord's prior written approval, shall
be at Tenant's sole expense and, except as otherwise permitted in Schedule 1,
shall be constructed by Landlord. Tenant's initial occupancy of the Premises
shall be deemed an acknowledgment that the Premises are in good and tenantable
order and that Landlord has provided or constructed all Landlord's Work to be
provided or constructed by Landlord except those items, if any, specified on a
punch list delivered by Tenant pursuant to Schedule 1.

         2. RENT ABATEMENT. Notwithstanding anything to the contrary contained
in this Lease, no Base Rent shall be paid by Tenant for the first two (2) full
consecutive calendar months of the Term of this Lease. No other amounts due to
Landlord under this Lease other than the Base Rent shall be abated, except as
expressly provided elsewhere in the Lease. In the event Tenant defaults
hereunder and fails to cure such default within any applicable notice or cure
period, Tenant shall not be entitled to any further abatement of Base Rent and
all Base Rent previously abated shall be immediately paid by Tenant to Landlord.

         3. OPTION TO RENEW.

                  a. Subject to the provisions of Section 29 of the Lease,
provided that Tenant is not in default at the time of Tenant's exercise of the
Option or at the commencement of the extended term, Tenant shall have one (1)
five (5) year Option to renew this Lease. Tenant shall provide to Landlord on a
date which is prior to the date that the Option period would commence (if
exercised) by at least one hundred eighty (180) days but not more than two
hundred seventy (270) days, a written notice of the exercise of the Option to
extend the Lease for the additional Option term, time being of the essence. Such
notice shall be given in accordance with Section 43 of the Lease. If
notification of the exercise of an Option is not so given and received, all
Options granted hereunder shall automatically expire. Base Rent applicable to
the Premises for the renewal term shall be equal to the "Fair Market Rental"
(defined hereinafter). All other terms and conditions of the Lease shall remain
the same.

                  b. If Tenant exercises the Option, Landlord shall determine
the Fair Market Rental by using its good faith judgment. Landlord shall provide
Tenant with written notice of such amount within fifteen (15) days after Tenant
exercises its Option. Tenant shall have fifteen (15) days ("Tenant's Review
Period") after receipt of Landlord's notice of the new base rent within which to
accept such rental. In the event Tenant fails to accept in writing such rental
proposal by Landlord, then such proposal shall be deemed rejected and Landlord
and Tenant shall attempt to agree upon such Fair Market Rental, using their best
good faith efforts. If Landlord and Tenant fail to reach agreement within
fifteen (15) days following Tenant's Review Period ("Outside Agreement Date")
then the parties shall each within ten (10) days following the Outside Agreement
Date appoint a real estate broker who shall be licensed in the State of Maryland
and who specializes in the field of commercial industrial space leasing in the
Elkridge, Maryland market, has at least five (5) years of experience and is
recognized within the field as being reputable and ethical. If one party does
not appoint a broker within the above specified time, then the broker appointed
by the other party shall promptly appoint a broker for such party. Such two
individuals shall each determine within ten (10) days after their appointment
such base rent. If such individuals do not agree on base rent, then the two
individuals shall, within five (5) days, render separate written reports of
their determinations and together appoint a third similarly qualified individual
having the qualifications described above. If the two brokers are unable to
agree upon a third broker, the third broker shall be appointed by the President
of the Baltimore County Board of Realtors. In the event the Baltimore County
Board of Realtors is no longer in existence, the third broker shall be appointed
by the President of its successor organization. If no successor organization is
in existence, the third broker shall be appointed by the Chief Judge of the
Circuit Court of Baltimore County, Maryland. The third individual shall within
ten (10) days after his or her appointment make a determination of such base
rent. The third individual shall determine which of the determinations of the
first two individuals is closest to his own and the determination that is
closest shall be final and binding upon the parties, and such determination may
be enforced in any court of competent jurisdiction. Landlord and Tenant shall
each bear the cost of its broker and shall share equally the cost of the third
broker.

                  c. The term "Fair Market Rental" shall mean the annual amount
per rentable square foot that a willing, comparable renewal tenant would pay and
a willing, comparable landlord of a similar industrial building would accept at
arm's length for similar space, giving appropriate consideration to the
following matters: (i) annual rental rates per rentable square foot; (ii) the
type of escalation clauses (including, without limitation, operating expenses,
real estate taxes, and CPI) and the extent of liability under the escalation
clauses (i.e., whether determined on a "net lease" basis or by increases over a
particular base year or base dollar amount); (iii) rent abatement provisions
reflecting free rent and/or no rent during the lease term; (iv) length of lease
term; (v) size and location of premises being leased; and (vi) other generally
applicable terms and conditions of tenancy for similar space; provided, however,
Tenant shall not be entitled to any tenant improvement or refurbishment
allowance. The Fair Market Rental may also designate periodic rental increases,
a new Base Year and similar economic adjustments. The Fair Market Rental shall
be the Fair Market Rental in effect as of the beginning of the Option period,
even though the determination may be made in advance of that date, and the
parties may use recent trends in rental rates in determining the proper Fair
Market Rental as of the beginning of the Option period.


<PAGE>




                                    EXHIBIT A
                                    PREMISES
                               6675 Amberton Drive


<PAGE>


                                    EXHIBIT B
                               VERIFICATION LETER

         CHESAPEAKE LOGISTICS LLC, a Maryland limited liability company
("Tenant') hereby certifies that it has entered into a lease with THE REALTY
ASSOCIATES FUND VI, L.P., a Delaware limited partnership ("Landlord") and
verifies the following information as of the _____ day of
_________________________,2006:



             Address of Premises:      _________________________________________

                                       _________________________________________

       Leasable Area of Premises:      _________________________________________

               Commencement Date:      _________________________________________

          Lease Termination Date:      _________________________________________

               Initial Base Rent:      _________________________________________

       illing Address for Tenant:      _________________________________________

                                       _________________________________________

                       Attention:      _________________________________________

                Telephone Number:      _________________________________________

              Federal Tax ID No.:      _________________________________________


         Tenant acknowledges and agrees that all tenant improvements Landlord is
obligated to make to the Premises, if any, have been completed to Tenant's
satisfaction, that Tenant has accepted possession of the Premises, and that as
of the date hereof there exist no offsets or defenses to the obligations of
Tenant under the Lease.



                                     TENANT

                                     CHESAPEAKE LOGISTICS LLC,
                                     a Maryland limited liability company

                                     By:
                                         ---------------------------------------


                                         ---------------------------------------
                                                       (Print Name)

                                     Its:
                                         ---------------------------------------
                                                       (Print Title)

                                     By:
                                         ---------------------------------------

                                         ---------------------------------------
                                                       (Print Name)

                                     Its:
                                         ---------------------------------------
                                                       (Print Title)



<PAGE>


ACKNOWLEDGED AND AGREED TO:

LANDLORD


THE REALTY ASSOCIATES FUND VI, L.P.,
a Delaware limited partnership

By:      Realty Associates Fund VI LLC, a Massachusetts
         limited liability company, general partner

         By:      Realty Associates Advisors LLC, a Delaware
                  limited liability company, Manager

                  By:      Realty Associates Advisors Trusts, a
                           Massachusetts business trust, sole
                           member

                           By:      ________________________
                                            (Officer)

By:      Realty Associates Fund VI Texas Corporation, a Texas
         corporation, general partner

         By:      _______________________________________
                                    Officer


<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS

                                  GENERAL RULES


Tenant shall faithfully observe and comply with the following Rules and
Regulations:

1. Tenant shall not alter any locks or install any new or additional locks or
bolts on any doors or windows of the Premises without obtaining Landlord's prior
written consent. Tenant shall bear the cost of any lock changes or repairs
required by Tenant.

2. Access to the Project may be refused unless the person seeking access has
proper identification or has a previously received authorization for access to
the Project. Landlord and its agents shall in no case be liable for damages for
any error with regarding to the admission to or exclusion from the Project of
any person. In case of invasion, mob, riot, public excitement or other
commotion, Landlord reserves the right to prevent access to the Project during
the continuance thereof by any means it deems appropriate for the safety and
protection of life and property.

3. No cooking shall be done or permitted on the Premises, nor shall the Premises
be used for any improper, objectionable or immoral purposes. Notwithstanding the
foregoing, Underwriters' Laboratory-approved equipment and microwave ovens may
be used in the Premises for heating food and brewing coffee, tea, hot chocolate
and similar beverages for employees and visitors of Tenant, provided that such
use is in accordance with all applicable federal, state and city laws, codes,
ordinances, rules and regulations; and provided further that such cooking does
not result in odors escaping from the Premises.

4. No boring or cutting for wires shall be allowed without the consent of
Landlord. Tenant shall not install any radio or television antenna, satellite
dish, loudspeaker or other device on the roof or exterior walls of the Building.
Tenant shall not interfere with broadcasting or reception from or in the Project
or elsewhere.

5. Landlord reserves the right to exclude or expel from the Project any person
who, in the judgment of Landlord, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
these Rules and Regulations.

6. Tenant shall store all its trash and garbage within the interior of the
Premises or in other locations approved by Landlord, in Landlord's sole
discretion. No material shall be placed in the trash boxes or receptacles if
such material is of such nature that it may not be disposed of in the ordinary
and customary manner of removing and disposing of trash in the vicinity of the
Project without violation of any law or ordinance governing such disposal.

7. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

                                  PARKING RULES

1. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, suppliers, shippers, customers or
invitees to be loaded, unloaded or parked in areas other than those designated
by Landlord for such activities and at times approved by Landlord. Users of the
parking area will obey all posted signs and park only in the areas designated
for vehicle parking. Tenant and its customers, employees, shippers and invitees
shall comply with all rules and regulations adopted by Landlord from time to
time relating to truck parking and/or truck loading and unloading.

2. Landlord reserves the right to relocate all or a part of parking spaces
within the parking area.

3. Landlord will not be responsible for any damage to vehicles, injury to
persons or loss of property, all of which risks are assumed by the party using
the parking area.

4. The maintenance, washing, waxing or cleaning of vehicles in the parking area
or Common Areas is prohibited.

5. Tenant shall be responsible for seeing that all of its employees, agents,
contractors and invitees comply with the applicable parking rules, regulations,
laws and agreements.

6. At Landlord's request, Tenant shall provide Landlord with a list which
includes the name of each person using the parking facilities based on Tenant's
parking rights under this Lease and the license plate number of the vehicle
being used by that person. Tenant shall provide Landlord with an updated list
within five (5) days after any part of the list becomes inaccurate.

Landlord reserves the right at any time to change or rescind any one or more of
these Rules and Regulations, or to make such other and further reasonable Rules
and Regulations as in Landlord's judgment may from time to time be necessary for
the management, safety, care and cleanliness of the Project, and for the
preservation of good order therein, as well as for the convenience of other
occupants and tenants therein. Landlord may waive any one or more of these Rules
and Regulations for the benefit of any particular tenant, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules or Regulations against any or all tenants of the Project. Tenant shall be
deemed to have read these Rules and Regulations and to have agreed to abide by
them as a condition of its occupancy of the Premises.


<PAGE>


                                    EXHIBIT D

                           Form of HazMat Certificate

                              General Information

<TABLE>
<CAPTION>

<S>                         <C>                                <C>          <C>
Name of Responding Company: _________________________________________________________________________________________

Mailing Address: ____________________________________________________________________________________________________

Signature: __________________________________________________________________________________________________________

Title:  _________________________________________________      Phone:________________________________________________

Date: ______________________      Age of Facility: __________________       Length of Occupancy: ____________________


Major products manufactured and/or activities conducted on the property: ____________________________________________

_____________________________________________________________________________________________________________________
</TABLE>


Type of Business Activity(ies):              Hazardous Materials Activities:
(check all that apply)                       (check all that apply)

________ machine shop                        ________ degreasing
________ light assembly                      ________ chemical/etching/miling
________ research and development            ________ wastewater treatment
________ product service or repair           ________ painting
________ photo processing                    ________ striping
________ automotive service and repair       ________ cleaning
________ manufacturing                       ________ printing
________ warehouse                           ________ analytical lab
________ integrated/printed circuit          ________ plating
________ chemical/pharmaceutical product     ________ chemical/missing/synthesis
                                             ________ silkscreen
                                             ________ lathe/mill machining
                                             ________ deionizer water product
                                             ________ photo masking
                                             ________ wave solder
                                             ________ metal finishing


                 HAZARDOUS MATERIALS/WASTE HANDLING AND STORAGE

A. Are hazardous materials handled on any of your shipping and receiving docks
in container quantities greater than one gallon?     _____ Yes         _____ No

B. If Hazardous materials or waste are stored on the premises, please check off
the nature of the storage and type(s) of materials below:

Types of Storage Container                   Type of Hazardous Materials and/or
(list above-ground storage only)             Waste Stored

________ 1 gallon or 3 liter bottles/cans    ________ acid
________ 5 to 30 gallon carboys              ________ phenol
________ 55 gallon drums                     ________ caustic/alkaline cleaner
________ tanks                               ________ cyanide
                                             ________ photo resist stripper
                                             ________ paint
                                             ________ flammable solvent
                                             ________ gasoline/diesel fuel
                                             ________ nonflammable/chlorinated
                                                      solvent
                                             _________ oil/cutting fluid

C. Do you accumulate hazardous waste onsite?         _____ Yes _____ No


<PAGE>

        If yes, how is it being handled?

        ________ on-site treatment or recovery
        ________ discharged to sewer
        ________ hauled offsite          If hauled offsite, by whom ____________
        ________ incineration

D. Indicate your hazardous waste storage status with Department of Health
Services:

        ________ generator
        ________ interim status facility
        ________ permitted TSDF
        ________ none of the above






<PAGE>


                         WASTEWATER TREATMENT/DISCHARGE


A. Do you discharge industrial wastewater to:

        ________ sewer
        ________ storm drain
        ________ surface water
        ________ no industrial discharge


B. Is your industrial wastewater treated before discharge?  _____ Yes _____ No

         If yes, what type of treatment is being conducted?

        ________ neutralization
        ________ metal hydroxide formation
        ________ closed-loop treatment
        ________ cyanide destruct
        ________ HF treatment
        ________ other

              SUBSURFACE CONTAINMENT OF HAZARDOUS MATERIALS/WASTES

A. Are buried tanks/sumps being used for any of the following:

        ________ hazardous waste storage
        ________ chemical storage
        ________ gasoline/diesel fuel storage
        ________ waste treatment
        ________ wastewater neutralization
        ________ industrial wastewater treatment
        ________ none of the above

B. If buried tanks are located onsite, indicate their construction:

        ________ steel               ________ fiberglass     ________ concrete
        ________ inside open vault       __________ double walled



C. Are hazardous materials or untreated industrial wastewater transported via
buried piping to tanks, process areas or treatment areas?   _____ Yes _____ No



D. Do you have wet floors in your process areas?            _____ Yes _____ No

         If yes, name processes: _______________________________________________


E. Are abandoned underground tanks or sumps located on the property?
                                                            _____ Yes _____ No


                           HAZARDOUS MATERIALS SPILLS

A. Have hazardous materials ever spilled to:

        ________ the sewer
        ________ the storm drain
        ________ onto the property
        ________ no spills have occurred


B. Have you ever experienced any leaking underground tanks or sumps?
                                                            _____ Yes _____ No

<PAGE>

C. If spills have occurred, were they reported?             _____ Yes _____ No

         Check which the government agencies that you contacted regarding the
spill(s):

         __________ Department of Health Services
         __________ Department of Fish and Game
         __________ Environmental Protection Agency
         __________ Regional Water Quality Control Board
         __________ Fire Department

D. Have you been contacted by a government agency regarding soil or groundwater
contamination on your site?

         _____ Yes         _____ No

         Do you have exploratory wells onsite?  _____ Yes     _____ No

         If yes, indicate the following:

Number of wells:______  Approximate depth of wells:_______  Well diameters:_____


PLEASE ATTACH ENVIRONMENTAL REGULATORY PERMITS, AGENCY REPORTS THAT APPLY TO
YOUR OPERATION AND HAZARDOUS WASTE MANIFESTS.

Check off those enclosed:

________ Hazardous Materials Inventory Statement, HMlS

________ Hazardous Materials Management Plan, HMMP

________ Department of Health Services, Generatory Inspection Report

________ Underground Tank Registrations

________ Industrial Wastewater Discharge Permit

________ Hazardous Waste Manifest



<PAGE>


                                   SCHEDULE 1

                              WORK LETTER AGREEMENT


1. Landlord's Work. Landlord, at its sole cost and expense, except as otherwise
provided in this Work Letter Agreement, shall furnish and install, in or for the
benefit of the Premises, the improvements ("Landlord's Work") set forth on the
scope of work attached hereto as Schedule 1-A (the "Scope of Work") using
Building standard finishes and materials ("Building Standards"). If applicable,
Landlord's Work shall be completed based on plans (the "Plans") prepared by
Landlord and approved by Tenant. As used herein, Landlord's Work shall include
all non-base building work to be done in the Premises pursuant to the Scope of
Work and/or the Plans, including, but not limited to: demolition work,
partitioning, doors, ceiling, floor coverings, wall finishes (including paint
and wall coverings), window coverings, electrical (excluding the cost of
computer cabling, Tenant's telephone system and wiring, and any other special
electrical or wiring dedicated to the Tenant's operations or business),
plumbing, heating, ventilating and air conditioning, fire protection, cabinets
and other millwork. If Plans are required, then, within five (5) days after
receipt by Tenant of the Plans, Tenant (i) shall give its written approval with
respect thereto, or (ii) shall notify Landlord in writing of its disapproval and
state with specificity the grounds for such disapproval and the revisions or
modifications necessary in order for Tenant to give its approval. Within five
(5) days following Landlord's receipt of Tenant's disapproval, Landlord shall
submit to Tenant for approval the requested revisions or modifications. Within
three (3) days following receipt by Tenant of such revisions or modifications,
Tenant shall give its written approval with respect thereto or shall request
other revisions or modifications therein, provided any additional revisions to
the Plans shall be at Tenant's expense and any time delay incurred in the
approval of the Plans from the date of this second notice of disapproval shall
constitute Tenant Delay (as that term is defined in Section 3 hereof). All
architectural and engineering work for such Landlord's Work and any required
occupancy permits for the Premises shall also be provided at Landlord's sole
cost and expense, except as specifically set forth herein.

2. Construction of Landlord's Work.

        2.1 Construction. Within a reasonable period following approval of the
Plans by Tenant, or if no Plans are to be prepared, then within a reasonable
period following the execution of the Lease by both Landlord and Tenant
(whichever signs last), Landlord shall instruct its contractor to secure a
building permit and commence construction of the Landlord's Work in accordance
with the Plans or the Scope of Work, as applicable.

        2.2 Change in the Plans. If there are any changes requested by Tenant to
either the Scope of Work or the Plans after final approval by Landlord and
Tenant and Landlord approves such change, then upon the completion of any
required revisions, Landlord shall notify Tenant of the cost which will be
chargeable to Tenant by reason of such change and Tenant shall notify Landlord
whether Tenant desires to proceed with such change. Until such time as Tenant
has approved such change and Landlord has received payment in full of the total
costs of such change (including payment for all architectural and engineering
costs and related design expenses), Landlord shall not be obligated to stop or
alter any work to incorporate the desired change and may continue to work on
Tenant's Premises in accordance with the Plans and/or the Scope of Work. Tenant
shall pay any sums required by this Section 2.2 within five (5) business days
following receipt of Landlord's invoice therefore. Any and all delays in the
completion of the Premises resulting from any such changes shall be deemed a
Tenant Delay whether or not the items covered by the change are Landlord's Work.

        2.3 Completion. Landlord shall endeavor to cause the contractor to
substantially complete construction of the Landlord's Work in a diligent manner,
but Landlord shall not be liable for any loss or damage as a result of delays in
construction or delivery of possession of the Premises. For purposes of this
Agreement, the Landlord's Work shall be deemed "substantially" completed when
the Landlord's Work have been completed except for minor items or defects which
can be completed or remedied after Tenant occupies the Premises (which such
items or defects shall be set forth on a "Punch List" as defined hereinafter in
Section 4) without causing substantial interference with Tenant's use of the
Premises. As used herein, the term "substantially" complete shall specifically
exclude Tenant's installation of its furniture, fixtures and cabling which shall
be Tenant's obligation and shall not affect the date of substantial completion.

3. Commencement Date. The Commencement Date and Tenant's obligation to pay rent
under the Lease shall be governed by Section 3 of the Lease, provided, however,
if there shall be a delay ("Tenant Delay") in the substantial completion of the
Landlord's Work as a result of:

        3.1. Tenant's failure to submit or revise the Plans within the time
limits provided herein;

        3.2. Tenant's failure to pay any sum specified in Section 2.2 above
within the time limits provided herein;

        3.3. Tenant's request for non-Building Standards, whether as to
materials or installation, that extend the time it takes to obtain necessary
building permits or other governmental authorizations or extends the time for
the construction period;

        3.4. Insufficiency of the Plans, to the extent caused by Tenant, that
extends the time it takes to obtain necessary building permits or other
governmental authorizations or changes in the Plans required by the applicable
governmental regulatory agencies reviewing the Plans;

        3.5. Tenant's changes in the Scope of Work or the Plans, if any, after
the approval by Landlord; or

        3.6. Any other act or omission of Tenant constituting a Tenant Delay
under the terms of this Agreement;


<PAGE>

then the Commencement Date shall not occur until such time as the Landlord's
Work are substantially complete, however, Tenant shall pay to Landlord an amount
equal to one thirtieth (1/30th ) of the Base Rent due for the first full
calendar month of the Term of the Lease for each day of Tenant Delay. Upon
substantial completion of the Landlord's Work, Landlord shall notify Tenant of
the reasonable estimate of the date Landlord could have delivered possession of
the Premises to Tenant but for Tenant Delays and Tenant shall immediately pay to
Landlord the amount described above for the period of Tenant Delay.

4. Final Inspection. Prior to delivery of possession and acceptance of the
Premises by Tenant, Tenant together with Landlord and Landlord's contractor
shall make a final inspection of the Premises to ensure that the construction
has been accomplished substantially in accordance with the Plans. A punch list
(the "Punch List") of items to be completed or corrected shall be prepared at
the time of such inspection. Landlord agrees to use reasonable efforts to
complete all items on such Punch List as soon as reasonably possible thereafter.

5. Incorporation. This Agreement is and shall be incorporated by reference in
the Lease, and all of the terms and conditions of the Lease are and shall be
incorporated herein by this reference.







<PAGE>


                                  SCHEDULE 1-A


                                  SCOPE OF WORK


1. Construct office space in the Premises of approximately 2,000 square feet
based on a mutually agreeable space plan;

2. Provide two (2) new dock doors in rear of the Premises; and

3. Replace with glass two (2) existing dock doors in the area of the Premises
where the office space described in item 1 above shall be constructed.