Revision 2 - March 2004                                      EXHIBIT 10.1
                                 LEASE AGREEMENT
                                      (Net)

THIS LEASE AGREEMENT  ("Lease") is made between Harsch  Investment  Properties -
Nevada, LLC, an Oregon limited liability company ("Landlord"),  and Electrograph
Systems,  Inc.,  a New York  corporation  ("Tenant"),  as of March 15, 2005 (the
"date of this Lease").

                             BASIC LEASE INFORMATION

DESCRIPTION  OF PREMISES:  470 Mirror Court,  Suite 102-103,  Henderson,  Nevada
89015, (the Premises as shown on Exhibit A), consisting of approximately  26,431
square  feet  within  Building B (the  "Building")  of  Landlord's  multi-tenant
development  known as  Henderson  Commerce  Center  (the  "Project").  "Tenant's
Proportionate Share" (a) of the Building is 39.661% and/or (b) of the Project is
6.766%.  (See  Lease  Paragraph  1  and  Exhibit  F  Paragraph  37  for  special
allocations during Tenant Improvement Work)

PERMITTED  USE:  Tenant shall  utilize the  premises for  general/administration
offices,  storage  and  distribution  of any and all of  Tenant's  product  line
consistent  with  Lease  provisions,  which  is  initially  intended  to be  for
television and audio equipment and related items.

INITIAL LEASE TERM:  Sixty-three  (63) months EARLY OCCUPANCY  DATE:  Subject to
Landlord Approval

SCHEDULED WAREHOUSE  COMMENCEMENT DATE: April 1, 2005 SCHEDULED EXPIRATION DATE:
July 31, 2010

BASE RENT,  OPERATING  EXPENSES AND SECURITY DEPOSIT (See Exhibit F Paragraph 37
for Warehouse-only Base Rent)
<TABLE>
<CAPTION>
<S>                                         <C>                         <C>  <C>
 (a) Base Rent due pursuant to Paragraph 3:                            (b)   Tenant's Proportionate Share  of First Year
                                                                             Estimated Operating Expenses pursuant to
                                                                             Paragraph  4.2:  $3,172.00  per  month
     May 1, 2005 through May 31, 2005       $12,687.00 per month             for entire Premises

     June 1, 2005 through June 30, 2005     $00.00 per month

     July 1, 2005 through April 30, 2006    $12,687.00 per month
     May 1, 2006 through May 31, 2006       $00.00 per month           (c)   Security  Deposit  pursuant to Paragraph 6:
     June 1, 2006 through April 30, 2007    $13,194.00 per month             $18,608.00.
     May 1, 2007 through April 30, 2008     $13,722.00 per month
     May 1, 2008 through May 31, 2008       $00.00 per month           (d)   Monthly    HVAC    Service    Charge pursuant to
     June 1, 2008 through April 30, 2009    $14,271.00 per month             Paragraph 7.1.2: $Not Applicable
     June 1, 2009 through July 31, 2010     $14,842.00 per month
</TABLE>
<TABLE>
<CAPTION>

<S>             <C>                                                <C>
NOTICE         NOTICE TO LANDLORD:                                  NOTICE TO TENANT:
ADDRESSES:     Harsch Investment Properties - Nevada, LLC           Electrograph Systems, Inc.

               3111 South Valley View Blvd., Suite K-101            50 Marcus Blvd
               Las Vegas, Nevada 89102                              Hauppauge, New York 11788
               Attn: Property Manager                               Attn:  Tony Blasi
               Fax: (702) 368-2930                                  Telephone:  (800) 776-5768

BILLING AND    LOCKBOX REMITTANCE TO LANDLORD:                      BILLING TO TENANT:
PAYMENT        Henderson Commerce Ctr.                              Electrograph Systems, Inc

ADDRESSES:     Unit No. 21                                          50 Marcus Blvd
               P O Box 5000                                         Hauppauge, New York 11788
               Portland, Oregon 97208- 5000                         Attn:  Dona Viotti
</TABLE>

TENANT'S TAXPAYER ID #: 11-3372997

GUARANTOR:  Manchester Technologies, Inc., a New York corporation
 (If any, see Exhibit G)

TENANT CONTACT:Samuel Taylor Telephone:   (800) 776-5768   Fax:  (631) 436-5227

IN WITNESS WHEREOF,  the parties hereto have executed this Lease,  consisting of
the foregoing  Basic Lease  Information,  the following  Paragraphs 1 through 29
(the  "Standard  Lease  Provisions")  and  Exhibits  A   (Premises/Project),   B
(Insurance),  C (Signage Criteria), D (Tenant Improvement Agreement), E (Rules &
Regulations) F (Further  Provisions  Paragraphs 30 through 37) and G (Guarantor)
all of which are  incorporated  herein  by this  reference  (collectively,  this
"Lease"). In the event of any conflict between the provisions of the Basic Lease
Information  and the provisions of the Standard Lease  Provisions,  the Standard
Lease Provisions shall control.

 Landlord                                          Tenant
    Harsch Investment Properties-Nevada LLC       Electrograph Systems, Inc., a
                                                   New York corporation
    By:  /s/ Susan Bowlsby                         By: /s/ Seth Collins
    ---  -----------------                         --------------------
    Name  Susan Bowlsby                                  Seth Collins,
    Title   Sr. VP

                                       1
<PAGE>

                           STANDARD LEASE PROVISIONS
                                     (Net)

1.  Premises.  Landlord  hereby  leases to Tenant and Tenant  hereby leases from
Landlord,  subject to the following terms and conditions, the Premises initially
consisting of the Warehouse Portion of approximately  22,431 square feet and the
balance of approximately 4,000 square feet referred to as the Office Portion for
staging and  construction of an office area of  approximately  1,356 square feet
located in the Project and described in the Basic Lease Information and shown on
the  attached  Exhibit  A.  Landlord  reserves  the right to make such  changes,
additions and/or deletions to the Project and/or the common areas and parking or
other facilities thereof as it shall determine from time to time.

2. Term.

     2.1 Unless delayed or sooner terminated in accordance herewith, the term of
this Lease (the "Term") shall be as set forth in the Basic Lease Information. If
the Term  Commencement  Date (defined  below) is not the first day of a calendar
month,  there  shall be added to the Term  the  partial  month  ("Partial  Lease
Month") from the Term  Commencement  Date through the last day of that  calendar
month containing the Term Commencement Date.

     2.2 The Term shall commence as to the Warehouse  Portion of the Premises on
the  date  specified  in the  Basic  Lease  Information  on the  Scheduled  Term
Commencement  Date and as to the Office Portion of the Premises upon substantial
completion of the Tenant Improvements (as defined below),  which is estimated to
be on or before May 31,  2005.  If the  Landlord  has not  delivered  the Office
Portion of the Premises to Tenant by May 31, 2005, the Term Commencement Date as
to the Office  Portion of the Premises shall be the earlier of the date Landlord
delivers  the Office  Portion of the Premises to Tenant or the date Tenant takes
possession  or  commences  use of the  Office  Portion of the  Premises  for any
business  purpose   (including  moving  in).  If  this  Lease  contemplates  the
construction of tenant improvements in the Premises by Landlord,  Landlord shall
be deemed to have  delivered the Office Portion of the Premises to Tenant on the
date  determined  by  Landlord's  space  planner  to be the date of  substantial
completion  of the work to be performed by Landlord (as  described in the Tenant
Improvement  Agreement,   if  any,  attached  hereto  as  Exhibit  D).  Landlord
represents and warrants that upon Lease  commencement of the applicable  portion
of the Leased Premises (Warehouse or Office, as the case may be), the public and
common  areas  and  facilities  of and  comprising  the  Building  and  Project,
including,  but not limited to, the roof and roof  membrane,  mechanical  rooms,
pest  extermination,  parking and service  areas,  driveways,  sidewalks,  truck
staging areas, fire sprinkler systems,  sanitary and storm sewer lines,  utility
services,  heating/ventilation/air  conditioning systems, electrical, mechanical
or other systems,  plumbing and lighting of the Building or Project Premises are
in good working  condition and free of faults or defects.  This Lease shall be a
binding  contractual  obligation  upon execution and delivery hereof by Landlord
and Tenant, notwithstanding the later commencement of the Term.

     2.3  Landlord's  Work.  Landlord's  Work,  if any,  shall be  installed  by
Landlord in  compliance  with all then  applicable  codes.  Tenant,  at its sole
expense,  agrees to comply  with all laws,  codes,  ordinances  and other  legal
requirements  (including covenants and restrictions)  applicable to the Premises
(herein "Laws"). After the applicable  Commencement Date, Tenant agrees to cause
the  Premises  to comply with all Laws,  including  by making any changes to the
Premises  necessitated  by any Tenant  activity,  including  but not  limited to
changes  required by (a) any  Tenant's  Work or Tenant  Alterations  (as defined
below),  or (b) any use of the Premises or Project by Tenant. If any activity of
Tenant  necessitates  changes  to the  Project  other  than the  Premises,  then
Landlord shall elect that Landlord  accomplish the same at the expense of Tenant
or that Tenant accomplish the same at its own expense.

     2.4 Delivery of  Possession.  As set forth above,  the parties  contemplate
delivery  of  possession  of the  Premises  in two (2)  phases  with a  separate
Commencement  Date for each  applicable  portion.  The Warehouse  Portion of the
Premises  shall be delivered on or before April 1, 2005,  and the Office Portion
of the Premises  shall be delivered upon  substantial  completion by Landlord of
the Tenant  Improvement  Work as  described  in Exhibit D, which is  expected to
occur on or before May 31,  2005.  If for any  reason  Landlord  cannot  deliver
possession of the Office Portion of the Premises on or before May 31, 2005, then
except as provided below, Landlord will not be subject to any liability nor will
the validity of this Lease be affected in any manner.  Rather,  the Commencement
Date for the Office  Portion of the Premises  shall be delayed until delivery of
possession  and the  expiration  date of the  Lease  Term  shall  be  unaffected
thereby.  If for any reason  possession of the Office Portion of the Premises is
not delivered by May 31, 2005,  or within the ninety (90) day period  thereafter
(the "Allowed Grace Period"),  Landlord or Tenant may terminate this Lease as to
the entire  Premises  (Warehouse  and Office  portions) by written  notice given
after the Allowed  Grace Period but prior to delivery of  possession;  provided,
the Allowed  Grace  Period shall be extended by (a) the number of days of delays
attributable  to Tenant  (including  but not limited to delays in  approvals  of
plans or cost estimates,  delays related to changes in plans requested by Tenant

                                      -2-
<PAGE>

whether or not  approved by Landlord,  delays  caused by Tenant  installing  any
"Tenant's Work", delays caused by other early entry or early occupancy by Tenant
in the Office  Portion of the  Premises,  and/or  other delays  attributable  to
Tenant),  plus (b) the  number of days of delays  caused  by events  beyond  the
reasonable control of Landlord  (including but not limited to fire,  earthquake,
other casualty,  inclement weather, acts of God, shortages of labor or material,
lead times on ordered items,  strike,  acts or omissions of  government,  and/or
delays in governmental permits,  inspections or approvals). Any such termination
shall be without liability of Landlord.  Any such termination by Tenant shall be
Tenant's sole remedy for delay in delivery of  possession of the Office  Portion
of the Premises.

     2.5 Upon full  execution and delivery of this Lease and receipt by Landlord
of satisfactory evidence of Tenant's compliance with the insurance provisions of
the  Lease,  Tenant may be  permitted  to occupy  the  Warehouse  Portion of the
Premises prior to the Term Commencement Date to install furniture,  fixtures and
the like. Early occupancy shall not advance the expiration date of the Lease and
no Base  Rent  shall  be  payable,  but  Tenant  shall  be  responsible  for any
separately metered utility usage and bound by all other provisions of the Lease,
including, without limitation, Additional Rent (defined below). During any early
occupancy  or other  period in which  Landlord  and  Tenant  are  simultaneously
occupying and/or  performing work in either portion of the Premises,  Landlord's
construction  supervisor  shall be  authorized  to resolve any  conflicts  as to
scheduling, access or the like.

3. Rent; Payment of Additional Rent; Operating Expenses.

     3.1 Subject to the  provisions  of this  Paragraph 3, Tenant  agrees to pay
during the Term as rent for the  applicable  portions of the  Premises  the sums
specified  in the Basic Lease  Information  (as  increased  from time to time as
provided in the Basic Lease  Information or as may otherwise be provided in this
Lease) (the "Base Rent").  The  adjustments  to Base Rent set forth in the Basic
Lease Provisions shall occur at the stated times and be applicable to the entire
Premises,  notwithstanding the delivery of the Office Portion of the Premises at
a later  date  than  the  Warehouse  Portion.  Base  Rent  shall be  payable  in
consecutive  monthly  installments,  in advance,  without prior notice,  demand,
deduction or offset,  commencing on the applicable  Term  Commencement  Date and
continuing on the first day of each calendar month  thereafter,  except that the
first full  monthly  installment  of Base Rent shall be  payable  upon  Tenant's
execution of this Lease.  If the applicable  Term  Commencement  Date is not the
first day of a calendar  month,  then the Base Rent for the Partial  Lease Month
shall be prorated  based on a 30-day month and shall be payable on the first day
of the calendar month following the Term Commencement Date.

     3.2  All  monies  to  be  paid  by  Tenant  hereunder,  including  Tenant's
Proportionate Share of Operating Expenses as specified in Paragraph 4 (estimated
and/or  revised),  and all other  amounts,  fees,  payments  or charges  payable
hereunder by Tenant (collectively,  "Additional Rent"), together with Base Rent,
shall  (i)  each  constitute   rent  payable   hereunder  (and  shall  sometimes
collectively  be referred  to herein as "Rent"),  (ii) be payable to Landlord in
lawful money of the United  States when due without any prior  demand  therefor,
except as may be expressly provided to the contrary herein,  (iii) be payable to
Landlord  at  Landlord's  Remittance  Address  set  forth  in  the  Basic  Lease
Information  or to such other person or to such other place as Landlord may from
time to time designate in writing to Tenant, and (iv) if applicable, be prorated
based upon a 30 day month for any partial month.

4. Operating Expenses.

     4.1  Operating  Expenses.  In addition to the Base Rent required to be paid
hereunder,  Tenant shall pay as Additional Rent, Tenant's Proportionate Share of
the  Building  and/or  Project  (as  applicable),  as defined in the Basic Lease
Information,  of  Operating  Expenses  (defined  below) in the  manner set forth
below.  Landlord and Tenant  acknowledge  that if the number of buildings  which
constitute the Project  increases or decreases,  or if physical changes are made
to the Premises,  Building and/or Project or the  configuration  of any thereof,
Landlord may at its discretion reasonably adjust Tenant's Proportionate Share of
the Building and/or Project to reflect the change.  Landlord's  determination of
Tenant's  Proportionate Share of the Building and/or Project shall be conclusive
absent manifest error. "Operating Expenses" shall mean all expenses and costs of
every kind and  nature  which  Landlord  shall pay or become  obligated  to pay,
because of or in connection with the ownership, management, maintenance, repair,
preservation,  replacement  and operation of the Building and/or Project and its
supporting facilities and such additional facilities now and in subsequent years
as may be  determined  by Landlord to be  necessary or desirable to the Building
and/or Project (as determined in a reasonable  manner) other than those expenses
and costs which are  specifically  attributable to Tenant or which are expressly
made the  financial  responsibility  of  Landlord  or  specific  tenants  of the
Building or Project  pursuant to this Lease.  Operating  Expenses shall include,
but are not limited to, the following:

     4.1.1 Taxes. All real property taxes and assessments,  possessory  interest
taxes, sales taxes,  personal property taxes, business or license taxes or fees,
gross receipts taxes,  service payments in lieu of such taxes or fees, annual or
                                       3
<PAGE>

periodic license or use fees, excises,  transit charges,  and other impositions,
general and special, ordinary and extraordinary, unforeseen as well as foreseen,
of any kind (including  fees "in-lieu" of any such tax or assessment)  which are
now or hereafter assessed, levied, charged,  confirmed, or imposed by any public
authority  upon the Landlord,  Building,  or the Project,  its operations or the
Rent (or any  portion  or  component  thereof),  or any tax,  assessment  or fee
imposed in substitution,  partially or totally,  of any of the above.  Operating
Expenses shall also include any taxes, assessments, reassessments, or other fees
or  impositions   with  respect  to  the   development,   leasing,   management,
maintenance,  alteration,  repair,  use or occupancy by Tenant of the  Premises,
Building or Project or any portion thereof, including, without limitation, by or
for Tenant,  and all  increases  therein or  reassessments  thereof  whether the
increases or reassessments  result from increased rate and/or valuation (whether
upon a  transfer  of the  Building  or  Project  or any  portion  thereof or any
interest therein or for any other reason).  Operating Expenses shall not include
inheritance or estate taxes imposed upon or assessed against the interest of any
person in the Project, or taxes computed upon the basis of the net income of any
owners of any interest in the  Project.  If it shall not be lawful for Tenant to
reimburse Landlord for all or any part of such taxes, the monthly rental payable
to  Landlord  under this Lease  shall be  revised to net  Landlord  the same net
rental after imposition of any such taxes by Landlord as would have been payable
to Landlord prior to the payment of any such taxes.

     4.1.2  Insurance.  All  insurance  premiums and costs,  including,  but not
limited  to, any  deductible  amounts,  premiums  and other  costs of  insurance
incurred by  Landlord,  including  for the  insurance  coverage  required  under
Paragraph 11.1 herein.

     4.1.3 Common Area Maintenance.

          4.1.3.1 Repairs,  replacements, and general maintenance of and for the
     Building  and Project  and public and common  areas and  facilities  of and
     comprising  the Building and  Project,  including,  but not limited to, the
     roof and roof membrane,  elevators,  mechanical rooms, alarm systems,  pest
     extermination,  landscaped  areas,  parking and service  areas,  driveways,
     sidewalks,  truck staging areas, rail spur areas,  fire sprinkler  systems,
     sanitary and storm sewer lines,  utility services,  heating/ventilation/air
     conditioning systems,  electrical,  mechanical or other systems,  telephone
     equipment and wiring servicing,  plumbing, lighting, and any other items or
     areas which affect the  operation or appearance of the Building or Project,
     which  determination shall be at Landlord's  discretion,  except for: those
     items to the extent paid for by the proceeds of insurance;  and those items
     attributable  solely or jointly to  specific  tenants  of the  Building  or
     Project.

          4.1.3.2 Repairs,  replacements,  and general maintenance shall include
     the cost of any improvements  made to or assets acquired for the Project or
     Building  that in  Landlord's  discretion  may reduce  any other  Operating
     Expenses, including present or future repair work, are reasonably necessary
     for the health and safety of the  occupants of the Building or Project,  or
     for the operation of the Building systems,  services and equipment,  or are
     required to comply with any  Regulation,  such costs or allocable  portions
     thereof to be  amortized  over such  reasonable  period as  Landlord  shall
     determine, together with interest on the unamortized balance.

          4.1.3.3 Payment under or for any easement,  license, permit, operating
     agreement, declaration,  restrictive covenant or instrument relating to the
     Building or Project.

          4.1.3.4  All  expenses  and rental  related to  services  and costs of
     supplies,   materials  and  equipment  used  in  operating,   managing  and
     maintaining the Premises,  Building and Project,  the equipment therein and
     the adjacent sidewalks,  driveways,  parking and service areas,  including,
     without  limitation,  expenses  related  to  service  agreements  regarding
     security,  fire and other alarm systems,  janitorial services to the extent
     not  furnished  by Tenant  under  Paragraph  7.2 hereof,  window  cleaning,
     elevator  maintenance,  Building  exterior  maintenance,   landscaping  and
     expenses  related to the  administration,  management  and operation of the
     Project.

          4.1.3.5 The cost of supplying any services and utilities which benefit
     all or a portion  of the  Premises,  Building  or Project to the extent not
     furnished by Tenant under Paragraph 7.2 hereof.


          4.1.3.6  Legal  expenses  and the cost of audits by  certified  public
     accountants; provided, however, that legal expenses chargeable as Operating
     Expenses  shall not  include  the cost of  negotiating  leases,  collecting
     rents,  evicting  tenants  nor shall it  include  costs  incurred  in legal
     proceedings  with or against any tenant or to enforce the provisions of any
     lease.

          4.1.3.7 A management  fee equal to five percent (5%) of the sum of the
     Landlord's  effective  gross income from the Project which  consists of the
     gross rents charged the tenants of the Project plus expense  reimbursements
     and other operating income.
                                       4
<PAGE>

The above  enumeration of services and facilities  shall not be deemed to impose
an  obligation  on  Landlord  to make  available  or provide  such  services  or
facilities  except to the extent if any that  Landlord has  specifically  agreed
elsewhere in this Lease to make the same available or provide the same.  Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall  be  responsible  for  providing  adequate  security  for  its  use of the
Premises,  the  Building  and  the  Project  and  that  Landlord  shall  have no
obligation or liability with respect  thereto,  except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

     4.2 Payment of Estimated Operating Expenses. "Estimated Operating Expenses"
for any particular year shall mean Landlord's estimate of the Operating Expenses
for such calendar  year.  During the last month of each calendar year during the
Term, or as soon thereafter as  practicable,  Landlord shall give Tenant written
notice of the Estimated Operating Expenses for the ensuing calendar year. Tenant
shall pay Tenant's  Proportionate Share of the Estimated Operating Expenses with
installments of Base Rent for the calendar year to which the Estimated Operating
Expenses applies in monthly installments on the first day of each calendar month
during such year, in advance,  prorated for any partial month, if applicable. If
at any time during the course of the calendar  year,  Landlord  determines  that
Operating  Expenses  are  projected  to vary from the then  Estimated  Operating
Expenses by more than five  percent  (5%),  Landlord  may, by written  notice to
Tenant, revise the Estimated Operating Expenses for the balance of such calendar
year, and Tenant's monthly  installments for the remainder of such year shall be
adjusted  so that by the end of such  calendar  year Tenant has paid to Landlord
Tenant's  Proportionate  Share of the revised Estimated  Operating  Expenses for
such year.  Tenant's share of the Operating Expenses (excluding for this purpose
Taxes and Insurance premiums) cannot be increased by more than five percent (5%)
per annum.

     4.3  Computation  of  Operating  Expense  Adjustment.   "Operating  Expense
Adjustment" shall mean the difference  between Estimated  Operating Expenses and
actual  Operating  Expenses  for any calendar  year  determined  as  hereinafter
provided.  Within one hundred  twenty (120) days after the end of each  calendar
year, or as soon thereafter as  practicable,  Landlord shall deliver to Tenant a
statement  of actual  Operating  Expenses  for the  calendar  year  just  ended,
accompanied by a computation of Operating Expense Adjustment.  If such statement
shows that Tenant's payment based upon Estimated Operating Expenses is less than
Tenant's  Proportionate  Share of Operating  Expenses,  then Tenant shall pay to
Landlord the difference within twenty (20) days after receipt of such statement.
If such statement shows that Tenant's payments of Estimated  Operating  Expenses
exceed Tenant's  Proportionate Share of Operating Expenses,  then (provided that
Tenant is not in default  under  this  Lease)  Landlord  shall pay to Tenant the
difference  within twenty (20) days after  delivery of such statement to Tenant.
If this Lease has been  terminated  or the Term hereof has expired  prior to the
date of such statement,  then the Operating Expense  Adjustment shall be paid by
the appropriate  party within twenty (20) days after the date of delivery of the
statement.  Tenant's  Proportionate  Share of the Operating  Expense  Adjustment
shall be prorated based on a month of 30 days and the number of calendar  months
during such calendar year that this Lease is in effect. Notwithstanding anything
to the contrary contained in Paragraph 4.1 or 4.2, Landlord's failure to provide
any notices or statements  within the time periods specified in those paragraphs
shall in no way excuse Tenant from its obligation to pay Tenant's  Proportionate
Share of Operating Expenses.

     4.4 Net  Lease.  This  shall be a net Lease and Base Rent  shall be paid to
Landlord net of all costs and expenses,  except as specifically  provided to the
contrary in this Lease. The provisions for payment of Operating Expenses and the
Operating  Expense  Adjustment  are intended to pass on to Tenant and  reimburse
Landlord  for all costs and expenses of the nature  described in Paragraph  4.1.
incurred in connection  with the  ownership,  management,  maintenance,  repair,
preservation,  replacement  and operation of the Building and/or Project and its
supporting facilities and such additional facilities now and in subsequent years
as may be  determined  by Landlord to be  necessary or desirable to the Building
and/or Project.

     4.5  Tenant  Audit.  If Tenant  shall  dispute  the amount set forth in any
statement provided by Landlord under Paragraph 4.3 above,  Tenant shall have the
right,  not later than twenty (20) days following  receipt of such statement and
upon the condition that Tenant shall first deposit with Landlord the full amount
in dispute,  to cause  Landlord's  books and records  with  respect to Operating
Expenses for such  calendar year to be audited by certified  public  accountants
selected by Tenant and subject to Landlord's  reasonable right of approval.  The
Operating  Expense  Adjustment shall be  appropriately  adjusted on the basis of
such audit.  If such audit  discloses a liability  for a refund in excess of ten
percent  (10%)  of  Tenant's  Proportionate  Share  of  the  Operating  Expenses
previously  reported,  the  cost of such  audit  shall  be  borne  by  Landlord;
otherwise  the cost of such audit shall be paid by Tenant.  If Tenant  shall not
request an audit in accordance  with the provisions of this Paragraph 4.5 within
twenty (20) days after  receipt of  Landlord's  statement  provided  pursuant to
Paragraph  4.3,  such  statement  shall be final and  binding  for all  purposes
hereof.  Tenant  acknowledges  and agrees that any  information  revealed in the
above described audit may contain proprietary and sensitive information and that
significant  damage could result to Landlord if such  information were disclosed
to any party  other  than  Tenant's  auditors.  Tenant  shall not in any  manner
disclose, provide or make available any information revealed by the audit to any
person or entity without Landlord's prior written consent,  which consent may be
withheld  by  Landlord  in its sole and  absolute  discretion.  The  information
disclosed  by the  audit  will be used  by  Tenant  solely  for the  purpose  of
evaluating Landlord's books and records in connection with this Paragraph 4.5.

                                       5
<PAGE>

5. Delinquent  Payment;  Handling Charges.  If Tenant is more than ten (10) days
late in paying any amount of Rent, Tenant shall pay Landlord a late charge equal
to ten percent (10%) of the delinquent amount. In addition,  any amount due from
Tenant to Landlord  which is not paid within ten (10) days of the date due shall
bear  interest at an annual rate (the "Default  Rate") equal to fifteen  percent
(15%).

6. Security Deposit.  Upon execution of this Lease, Tenant shall pay to Landlord
the amount of Security  Deposit  specified  in the Basic Lease  Information.  If
Tenant  defaults with respect to any provision of this Lease,  Landlord may, but
shall not be required  to, use,  apply or retain all or any part of the Security
Deposit.  If any portion of the Security  Deposit is so used or applied,  Tenant
shall,  within ten (10) days after  demand  therefor by  Landlord,  deposit with
Landlord  cash in an amount  sufficient  to restore the Security  Deposit to the
amount  required to be  maintained  by Tenant  hereunder.  Anytime the Base Rent
increases during the term of this Lease, Tenant shall, upon written request from
Landlord,  deposit  additional  monies with Landlord  sufficient to maintain the
same ratio  between the Security  Deposit and the Base Rent as those amounts are
specified in the Basic Lease  Information.  Within a reasonable period following
expiration  or the sooner  termination  of this Lease,  provided that Tenant has
performed all of its obligations hereunder,  Landlord shall return to Tenant the
remaining  portion  of  the  Security  Deposit.  The  Security  Deposit  may  be
commingled by Landlord with  Landlord's  other funds,  and no interest  shall be
paid thereon.

7. Repairs and Maintenance.

     7.1 Landlord's Obligations.

          7.1.1 Landlord  shall,  subject to  reimbursement  under  Paragraph 4,
     maintain in good repair,  reasonable wear and tear excepted, the structural
     soundness  of the roof,  foundations,  and  exterior  walls of the Building
     together  with the  common  areas  and  other  equipment  used in common by
     tenants in the Project.  The term "exterior walls" as used herein shall not
     include windows,  glass or plate glass, doors, dock bumpers or dock plates,
     special  store fronts or office  entries.  Any damage  caused by or repairs
     necessitated  by  any  negligence  or  act of  Tenant,  including,  without
     limitation,  any contractor,  employee, agent, invitee or visitor of Tenant
     (each, a "Tenant  Party") may be repaired by Landlord at Landlord's  option
     and Tenant's expense. Tenant shall immediately give Landlord written notice
     of any defect or need of repairs in such  components  of the  Building  for
     which  Landlord is  responsible,  after which Landlord shall furnish Tenant
     with notice of the need to enter the premises, unless there is an emergency
     which  requires  an  immediate  response  from  Landlord,  Tenant will give
     Landlord the right to enter the Premises at a reasonable  time  accompanied
     by  Tenant's  representative  to repair  same.  Landlord's  liability  with
     respect to any  defects,  repairs,  or  maintenance  for which  Landlord is
     responsible  under any of the  provisions of this Lease shall be limited to
     the cost of such repairs or maintenance, and there shall be no abatement of
     rent  and  no  liability  of  Landlord  by  reason  of  any  injury  to  or
     interference  with  Tenant's  business  arising from the making of repairs,
     alterations  or  improvements  in or to any  portion of the  Premises,  the
     Building or the Project or to fixtures,  appurtenances  or equipment in the
     Building, except as provided in Paragraph 15.

                  7.1.2    Intentionally omitted.

     7.2 Tenant's Obligations.

          7.2.1  Tenant  shall (to the  extent  possible)  contract  for and pay
     directly  when due for all  gas,  heat,  air  conditioning,  light,  power,
     telephone and data, sprinkler charges,  cleaning,  waste disposal in excess
     of that  provided  by  Landlord,  and other  utilities  and  services  (the
     "Services")  used on or from the  Premises,  together with any taxes (other
     than real  estate  taxes),  penalties,  surcharges  or the like  pertaining
     thereto.  If any such  Services  are not  separately  billed or  metered to
     Tenant, Tenant shall pay an equitable share, as determined in good faith by
     Landlord,  of all charges  jointly billed or metered with other premises in
     the  Project.  Tenant  shall also be  responsible  and pay for any personal
     property,  sales,  use or income  taxes  associated  with  Tenant's  use or
     occupancy of the Premises, insurance required to be carried by Tenant under
     the Lease, and Tenant's repair and maintenance duties under the Lease.

          7.2.2 Tenant  shall at all times  during the Term at Tenant's  expense
     maintain all parts of the Premises and such portions of the Building as are
     within  the  exclusive  control  of  Tenant  in a good,  clean  and  secure
     condition  and promptly  make all necessary  repairs and  replacements,  as
     determined by Landlord,  including but not limited to, all windows,  glass,
     doors, walls, including demising walls, and wall finishes, floors and floor
     covering,  heating,  ventilating  and  air  conditioning  systems,  ceiling

                                       6
<PAGE>

     insulation,  truck doors, hardware, dock bumpers, dock plates and levelers,
     plumbing work and fixtures, downspouts,  entries, skylights, smoke hatches,
     roof vents,  electrical and lighting  systems,  and fire  sprinklers,  with
     materials and  workmanship of the same  character,  kind and quality as the
     original.  Tenant shall at Tenant's expense also perform regular removal of
     trash  and  debris.  Notwithstanding  anything  to the  contrary  contained
     herein,  Tenant shall,  at its expense,  promptly  repair any damage to the
     Premises  or the  Building  or  Project  resulting  from or  caused  by any
     negligence  or act of Tenant or  Tenant's  Parties.  Nothing  herein  shall
     expressly or by implication render Tenant Landlord's agent or contractor to
     effect any repairs or maintenance  required of Tenant under  Paragraph 7.2,
     as to all of which Tenant shall be solely responsible.

          7.2.3  Tenant  shall  be  responsible  for  and  shall  pay  prior  to
     delinquency any taxes or  governmental  service fees,  possessory  interest
     taxes, fees or charges in lieu of any such taxes,  capital levies, or other
     charges  imposed  upon,  levied  with  respect to or  assessed  against its
     fixtures,  furnishings,  equipment,  personal  property or its  Alterations
     (defined below),  and on Tenant's  interest  pursuant to this Lease, or any
     increase in any of the foregoing. To the extent that any such taxes are not
     separately  assessed  or  billed to  Tenant,  Tenant  shall pay the  amount
     thereof as invoiced to Tenant by Landlord.

8. Improvements, Alterations & Mechanic's Liens.

         8.1      Improvements; Alterations.

          8.1.1 Tenant  shall not make,  or allow to be made,  any  alterations,
     physical   additions,   improvements  or  partitions,   including   without
     limitation the attachment of any fixtures or equipment, in, about or to the
     Premises  ("Alterations")  without  obtaining the prior written  consent of
     Landlord,  which consent shall not be unreasonably withheld with respect to
     proposed Alterations which: (1) comply with all applicable Regulations; (2)
     are, in Landlord's opinion, compatible with the Building or the Project and
     its mechanical, plumbing, electrical,  heating/ventilation/air conditioning
     systems,  and will not cause the  Building or Project or such systems to be
     required to be modified to comply with any Regulations (including,  without
     limitation,  the  Americans  With  Disabilities  Act);  and  (3)  will  not
     interfere  with the use and  occupancy of any other portion of the Building
     or Project by any other tenant or its invitees.  Specifically,  but without
     limiting the generality of the foregoing,  Landlord shall have the right of
     written  consent  for  all  plans  and   specifications  for  the  proposed
     Alterations,  construction means and methods,  all appropriate  permits and
     licenses,  any  contractor or  subcontractor  to be employed on the work of
     Alterations,  and the time for  performance  of such  work,  and may impose
     rules and regulations for  contractors and  subcontractors  performing such
     work.  Tenant shall also supply to Landlord any documents  and  information
     reasonably   requested   by  Landlord   in   connection   with   Landlord's
     consideration of a request for approval  hereunder.  Tenant shall cause all
     Alterations to be  accomplished in a good and  workmanlike  manner,  and to
     comply with all  applicable  Regulations.  Tenant  shall at  Tenant's  sole
     expense,  perform any additional work required under applicable Regulations
     due to the Alterations hereunder. No review or consent by Landlord of or to
     any proposed  Alteration  or additional  work shall  constitute a waiver of
     Tenant's  obligations  under this  Paragraph  8.1.  Tenant shall  reimburse
     Landlord for all costs which Landlord may incur in connection with granting
     approval to Tenant for any Alterations  beyond those originally agreed upon
     at the  commencement  of the Lease,  including any costs or expenses  which
     Landlord may incur in electing to have  outside  architects  and  engineers
     review said plans and specifications. All such Alterations shall remain the
     property of Tenant  until the  expiration  or earlier  termination  of this
     Lease,  at which time they shall be and become the  property  of  Landlord;
     provided,  however,  that Landlord may, at Landlord's option,  require that
     Tenant, at Tenant's  expense,  remove any or all Alterations made by Tenant
     and restore the Premises by the  expiration or earlier  termination of this
     Lease,  to their condition  existing prior to the  construction of any such
     Alterations.  All such removals and restoration  shall be accomplished in a
     first-class and good and  workmanlike  manner so as not to cause any damage
     to the  Premises  or Project  whatsoever.  If Tenant  fails to remove  such
     Alterations  or Tenant's  trade  fixtures or  furniture  or other  personal
     property,  Landlord  may keep and use them or remove  any of them and cause
     them to be stored or sold in accordance  with  applicable  law, at Tenant's
     sole expense.

          8.1.2 Notwithstanding the foregoing, at Landlord's option (but without
     obligation),  all or any portion of the  Alterations  shall be performed by
     Landlord for Tenant's  account and Tenant shall pay Landlord's  estimate of
     the cost thereof (including a reasonable charge for Landlord's overhead and
     profit)  prior to  commencement  of the work.  In addition,  at  Landlord's
     election and  notwithstanding the foregoing,  however,  Tenant shall pay to
     Landlord  the cost of  removing  any such  Alterations  and  restoring  the
     Premises  to their  original  condition  such cost to include a  reasonable
     charge for  Landlord's  overhead  and profit as  provided  above,  and such
     amount  may be  deducted  from the  Security  Deposit  or any other sums or
     amounts held by Landlord under this Lease.

          8.1.3 At least ten (10) business days before beginning construction of
     any Alteration,  Tenant shall give Landlord  written notice of the expected
     commencement  date of that  construction  to  permit  Landlord  to post and
     record a notice  of  non-responsibility.  Upon  substantial  completion  of
     construction, if the law so provides, Tenant shall cause a timely notice of
     completion  to be recorded  in the office of the  recorder of the county in
     which the Building is located.

          8.2  Mechanic's  Liens.  Tenant shall not cause,  suffer or permit any
     mechanic's or  materialman's  lien or claim to be filed or asserted against
     the Premises or the Project for any work performed, materials furnished, or
     obligation incurred by or at the request of Tenant or any Tenant Party.
                                       7
<PAGE>

9. Use.

     9.1 Permitted Use.  Tenant shall  continuously  occupy and use the Premises
only for the Permitted Use stated in the Basic Lease Information (the "Permitted
Use") and shall not create or permit any nuisance or  unreasonable  interference
with or disturbance  of any other tenants of Landlord.  Tenant shall at its sole
cost  and  expense  strictly  comply  with all  existing  or  future  applicable
governmental laws, rules, requirements and regulations, and covenants, easements
and  restrictions  of record  governing  and  relating to the use,  occupancy or
possession of the Premises, or to Tenant's use of the common areas together with
all rules  which may now or  hereafter  be adopted  by  Landlord  affecting  the
Premises  and/or  the  common  areas  (collectively  "Regulations").  Should any
Regulation now or hereafter be imposed on Tenant or Landlord by any governmental
body  relating to the use or  occupancy  of the Premises by Tenant or any Tenant
Party, then Tenant agrees, at its sole cost and expense, to comply promptly with
such Regulations.

     9.2  Hazardous  Materials.  As used  in this  Lease,  the  term  "Hazardous
Material" means any flammable items,  hazardous or toxic  substances,  including
any  substances   defined  as  or  included  in  the  definition  of  "hazardous
substances", "hazardous wastes", "hazardous materials" or "toxic substances" now
or subsequently  regulated under any applicable federal,  state or local laws or
regulations,  including without  limitation  petroleum-based  products,  paints,
pesticides,  asbestos,  PCBs and similar compounds,  and including any materials
subsequently  found to have adverse effects on the environment or the health and
safety of persons. Tenant shall not cause or permit any Hazardous Material to be
generated,  produced,  brought upon, used, stored,  treated or disposed of in or
about the  Property  by Tenant or any Tenant  Party  without  the prior  written
consent  of  Landlord.   Notwithstanding  the  foregoing,  Tenant  may,  without
Landlord's  prior written consent but in compliance with all applicable laws and
Regulations,  use any  materials  customarily  used by occupants  of  commercial
office space, so long as such use does not expose the Premises,  the Building or
the Project to any meaningful risk of contamination or damage or expose Landlord
to any liability therefore.

10. Assignment and Subletting.

     10.1  Transfers;  Consent.  Tenant  shall not,  without  the prior  written
consent of Landlord, (a) assign, transfer,  mortgage,  hypothecate,  or encumber
this Lease or any estate or interest herein, whether directly,  indirectly or by
operation of law,  (b) permit any other  entity to become a Tenant  hereunder by
merger, consolidation,  or other reorganization (but this subparagraph (b) shall
not be applicable if Tenant is a  corporation  whose stock is publicly  traded),
(c) if Tenant is a corporation,  partnership, limited liability company, limited
liability partnership, trust, association or other business entity (other than a
corporation whose stock is publicly traded), permit, directly or indirectly, the
transfer of any ownership  interest in Tenant so as to result in (i) a change in
the current control of Tenant,  (ii) a transfer of twenty-five  percent (25%) or
more  in the  aggregate  in any  twelve  (12)  month  period  in the  beneficial
ownership of such entity or (iii) a transfer of all or substantially  all of the
assets of  Tenant,  (d) sublet any  portion  of the  Premises,  or (e) grant any
license,  concession,  or other  right of  occupancy  of or with  respect to any
portion of the  Premises,  or (f) permit  the use of the  Premises  by any party
other than Tenant or a Tenant Party (each of the events listed in this Paragraph
9.1 being  referred to herein as a  "Transfer").  At least twenty (20)  business
days prior to the effective date of any proposed Transfer,  Tenant shall provide
Landlord with a written  description of all terms and conditions of the proposed
Transfer and all consideration  therefor,  copies of the proposed documentation,
and such  information  as Landlord may  reasonably  require.  Any Transfer  made
without  Landlord's  consent  shall be void  and  shall  constitute  an Event of
Default by Tenant.  Tenant  shall pay to Landlord  $500 as a review fee for each
Transfer request, and reimburse Landlord for its reasonable  attorneys' fees and
all other costs incurred in connection with  considering any request for consent
to a proposed  Transfer.  Landlord's  consent to a  Transfer  shall not  release
Tenant from its obligations  under this Lease (or any guarantor of this Lease of
its obligations with respect thereto).  Landlord's consent to any Transfer shall
not waive Landlord's rights as to any subsequent Transfers.

     10.2 Cancellation and Recapture.  Notwithstanding  Paragraph 10.1, Landlord
may (but shall not be obligated to), within ten (10) business days after receipt
of  Tenant's  written  request  for  Landlord's  consent  to  an  assignment  or
subletting,  cancel this Lease as to the portion of the Premises  proposed to be
sublet or subject to an  assignment of this Lease  ("Transfer  Space") as of the
date such  proposed  Transfer  is  proposed  to be  effective  and,  thereafter,
Landlord may lease such portion of the  Premises to the  prospective  transferee
(or to any other person or entity or not at all) without liability to Tenant

11. Insurance, Waivers, Subrogation and Indemnity.

         11.1 Insurance. Each of Landlord and Tenant shall maintain throughout
the Term insurance policies as required on Exhibit B attached hereto and shall
otherwise comply with the obligations and requirements provided on Exhibit B.

                                       8

<PAGE>

     11.2 Waiver of Subrogation. Landlord and Tenant each waives any claim, loss
or cost it might have against the other for any damage to or theft, destruction,
loss,  or loss of use of any  property  (a  "Loss"),  to the  extent the same is
insured  against (or is required to be insured  against  under the terms hereof)
under any "all risk" property damage insurance policy covering the Building, the
Project,  the Premises,  Landlord's  or Tenant's  fixtures,  personal  property,
leasehold improvements, or business, regardless of whether the negligence of the
other party caused such Loss.

     11.3 Indemnity.  Subject to Paragraph 11.2, Tenant shall indemnify,  defend
by either  Insurer's  counsel or by counsel  reasonably  acceptable to Landlord,
protect  and  hold  harmless  Landlord  and its  affiliates,  and  each of their
respective  directors,  shareholders,   partners,  lenders,  members,  managers,
contractors,  affiliates and employees  (collectively,  "Landlord  Indemnitees")
from and  against  all claims,  losses,  liabilities,  causes of suit or action,
judgments,   damages,   penalties,   costs  and  expenses  (including,   without
limitation,  reasonable  attorneys'  fees,  consultant's  fees, and court costs)
arising  from  or  asserted  in  connection  with  the use or  occupancy  of the
Premises,  the  Building  or the Project by Tenant or any Tenant  Party,  or any
negligence  or  misconduct  or  omissions of Tenant or of any Tenant Party in or
about the Premises or the Project,  or Tenant's  breach of any of its  covenants
under  this  Lease,  except in each case to the  extent  arising  from the gross
negligence or willful misconduct of Landlord or any Landlord Indemnitee.  Except
to the extent expressly provided in this Lease,  Tenant hereby waives all claims
against and releases Landlord and each Landlord  Indemnitee for any injury to or
death of persons,  damage to property or business loss in any manner  related to
(i) Tenant's use and occupancy of the  Premises,  the Building or the Project by
or from any cause whatsoever  (other than Landlord's gross negligence or willful
misconduct),  (ii) acts of God, (iii) acts of third parties,  or (iv) any matter
outside of the reasonable control of Landlord. This Paragraph 11.3 shall survive
termination or expiration of this Lease.

12. Subordination; Attornment.

     12.1  Subordination.  This Lease is subject and  subordinate to all present
and  future  ground  or  master  leases  of the  Project  and to the lien of all
mortgages  or deeds  of  trust  (collectively,  "Security  Instruments")  now or
hereafter  encumbering  the Project,  if any, and to all  renewals,  extensions,
modifications, consolidations and replacements thereof, and to all advances made
or  hereafter  to be made upon the  security of any such  Security  Instruments,
unless the holders of any such mortgages or deeds of trust, or the lessors under
such  ground  or  master   leases  (such   holders  and  lessors  are  sometimes
collectively referred to herein as "Holders") require in writing that this Lease
be superior thereto.  Tenant shall, within fifteen (15) days of request to do so
by  Landlord,  execute,   acknowledge  and  deliver  to  Landlord  such  further
instruments  or  assurances  as Landlord may deem  necessary or  appropriate  to
evidence or confirm the  subordination  or superiority of this Lease to any such
Security Instrument.

     12.2  Attornment.  Tenant  covenants  and agrees that in the event that any
proceedings are brought for the foreclosure of any mortgage or deed of trust, or
if any  ground or master  lease is  terminated,  it shall  attorn,  without  any
deductions or set-offs  whatsoever,  to the purchaser upon any such  foreclosure
sale, or to the lessor of such ground or master lease, as the case may be, if so
requested to do so by such purchaser or lessor,  and to recognize such purchaser
or lessor as  "Landlord"  under this Lease.  In the event that the holder of any
such mortgage or deed of trust  becomes the  "Landlord"  under this Lease,  such
holder  shall not be liable for any act or omission of Landlord  which  occurred
prior to such holder's acquisition of title.

     12.3  Non-Disturbance.  In the event any mortgage  shall be foreclosed  and
provided that there has not occurred an Event of Default  hereunder,  this Lease
shall not  terminate on account  thereof so long as the Tenant  continues to pay
the rents reserved in this Lease and otherwise  performs and observes all of the
terms, covenants,  conditions,  and provisions of this Lease to be performed and
observed by or on behalf of Tenant thereunder.

13. Rules and Regulations and Signage. Tenant shall comply, and shall cause each
Tenant Party to comply,  with the Rules and Regulations of the Project which are
attached hereto as Exhibit E and the signage  criteria which are attached hereto
as Exhibit C, and all such nondiscriminatory modifications, additions, deletions
and amendments thereto as Landlord shall adopt in good faith from time to time.

14.  Condemnation.  If the  entire  Project  or  Premises  are taken by right of
eminent domain or conveyed by Landlord in lieu thereof (a "Taking"),  this Lease
shall terminate as of the date of the Taking. If any material portion,  but less
than all of the Premises or the  Building,  become  subject to a Taking and such
Taking  will  render  the  Premises  untenantable  for a period of more than one
hundred  eighty (180) days,  then Tenant may terminate this Lease as of the date
of such  Taking by giving  written  notice to Landlord  within  thirty (30) days
after the Taking,  and all Rent paid or payable  hereunder  shall be apportioned
between  Landlord  and  Tenant as of the date of such  Taking.  If any  material

                                       9
<PAGE>

portion,  but less than all, of the Project,  Building or the  Premises  becomes
subject to a Taking,  or if  Landlord  is  required  to pay any of the  proceeds
received for a Taking to any Holder of any Security  Instrument,  then  Landlord
may terminate  this Lease by delivering  written notice thereof to Tenant within
thirty (30) days after such Taking, and all Rent paid or payable hereunder shall
be  apportioned  between  Landlord and Tenant as of the date of such Taking.  If
this Lease is not so terminated,  then Base Rent  thereafter  payable  hereunder
shall be abated for the duration of the Taking in  proportion to that portion of
the Premises rendered  untenantable by such Taking.  If any Taking occurs,  then
Landlord  shall receive the entire award or other  compensation  for the land on
which the Project is situated,  the Project,  and other improvements  taken, and
Tenant  may  separately  pursue  a claim  (to the  extent  it  will  not  reduce
Landlord's award).

15. Fire or Other Casualty.

     15.1  Repair  Estimate;  Right to  Terminate.  If all or any portion of the
Premises  or the Project is damaged by fire or other  casualty  (a  "Casualty"),
Landlord  shall,  within  ninety (90) days after  Landlord's  discovery  of such
damage,  deliver to Tenant its good faith estimate (the "Damage  Notice") of the
time period  following  such notice  needed to repair the damage  caused by such
Casualty.  Landlord may elect to terminate  this Lease in any case where (a) any
portion of the Premises or any  material  portion of the Project are damaged and
(b) either (i) Landlord  estimates in good faith that the repair and restoration
of such  damage  under  Paragraph  15.2  ("Restoration")  cannot  reasonably  be
completed  (without  the payment of overtime)  within two hundred  (200) days of
Landlord's  actual  discovery  of such  damage,  (ii) the Holder of any Security
Instrument  requires the  application of any insurance  proceeds with respect to
such Casualty to be applied to the outstanding balance of the obligation secured
by such Security  Instrument,  (iii) the cost of such  Restoration  is not fully
covered by insurance  proceeds available to Landlord and/or payments received by
Landlord from tenants,  or (iv) Tenant shall be entitled to an abatement of rent
under this Paragraph 15 for any period of time in excess of thirty-three percent
(33%) of the remainder of the Term.

     15.2 Repair  Obligation;  Abatement  of Rent.  Subject to  Paragraph  15.1,
Landlord shall,  within a reasonable time after the discovery by Landlord of any
damage resulting from a Casualty, begin with reasonable diligence to restore the
Premises to substantially the same condition as existed  immediately before such
Casualty, except for modifications required by Regulations, and modifications to
the Project  reasonably deemed desirable by Landlord;  provided,  however,  that
Landlord  shall not be required as part of the  Restoration to repair or replace
any of the Alterations,  furniture,  equipment, fixtures, and other improvements
which may have been placed by, or at the request of,  Tenant or other  occupants
in the  Premises.  Landlord  shall have no liability  for any  inconvenience  or
annoyance to Tenant or injury to Tenant's  business as a result of any Casualty,
regardless of the cause  therefor.  Base Rent shall abate if and to the extent a
Casualty damages the Premises and renders them unfit for occupancy,  and are not
occupied by Tenant.

16. Parking.  Tenant shall have the right to the nonexclusive use of the parking
facilities  of the Project for the parking of motor  vehicles used by Tenant and
Tenant  Parties  only;  such  rights  are not  transferable  without  Landlord's
approval.  The use of such parking facilities shall be subject to such rules and
regulations  as may be adopted by Landlord from time to time for the use of such
facilities.

17. Events of Default.  Each of the following  occurrences shall be an "Event of
Default"  and shall  constitute  a material  default and breach of this Lease by
Tenant:  (a) any  failure  by  Tenant to pay Rent or any  other  amount  due and
payable  hereunder when due; (b) the  abandonment or vacation of the Premises by
Tenant;  (c) any failure by Tenant to obtain insurance and/or deliver  insurance
certificates  required under  Paragraph 11; (d) any failure by Tenant to execute
and deliver any estoppel  certificate or other document  described in Paragraphs
12 or 21 requested by Landlord,  where such failure  continues for five (5) days
after delivery of written notice of such failure by Landlord to Tenant;  (e) any
failure by Tenant to fully  perform any other  obligation  of Tenant  under this
Lease,  where such  failure  continues  for thirty  (30) days after  delivery of
written  notice of such  failure by Landlord  to Tenant;  (f) the  voluntary  or
involuntary  filing of a petition by or against Tenant or any general partner of
Tenant or any guarantor (i) in any  bankruptcy or other  insolvency  proceeding,
(ii) seeking any relief under any state or federal  debtor  relief law, or (iii)
for the appointment of a liquidator or receiver for all or substantially  all of
Tenant's  property or for  Tenant's  interest in this  Lease;  (g) the  default,
repudiation  or revocation of any guarantor of Tenant's  obligations  hereunder.
Any notice of any failure of Tenant required under this Paragraph 17 shall be in
lieu of, and not in addition to, any notice required under applicable law.

18. Remedies. Upon the occurrence of any Event of Default by Tenant, Landlord
shall have, in addition to any other remedies available at law or in equity, the
option to pursue any one (1) or more of the following remedies, each and all of
which shall be cumulative and nonexclusive, without any notice or demand
whatsoever:

     18.1 Terminate this Lease, and Landlord may recover from Tenant all amounts
permitted by law necessary to compensate Landlord for the detriment  proximately
caused  by  Tenant's  failure  to  perform  its  obligations  under  this  Lease

                                       10
<PAGE>

(specifically   including,   without  limitation,   brokerage   commissions  and
advertising  expenses  incurred,   expenses  of  remodeling  the  Premises,  the
Building,  or any portion  thereof  for a new tenant,  whether for the same or a
different use, and any special concessions made to obtain a new tenant);

     18.2 If Landlord  does not elect to terminate  this Lease on account of any
Event of Default by Tenant, Landlord may, from time to time, without terminating
this Lease,  enforce all of its rights and remedies under this Lease,  including
the right to recover all Rent as it becomes due.

     18.3  Landlord  shall at all times have the right to seek any  declaratory,
injunctive,  or other equitable relief, and specifically  enforce this Lease, or
restrain or enjoin a violation or breach of any provision hereof.

     18.4 Following the occurrence of two instances of payment of Rent more than
ten (10) days late in any twelve (12) month period, the late charge set forth in
Paragraph 5 shall apply from the date  payment was due and  Landlord may require
that all remaining  monthly  installments of Rent payable under this Lease shall
be payable by cashier's  check or  electronic  funds  transfer two (2) months in
advance,  and may require that Tenant increase the Security Deposit to an amount
equal to two  times  the  current  month's  Rent at the time of the most  recent
default.

     18.5 Cure  Tenant's  default at the expense of Tenant (A)  immediately  and
without notice in the case (1) of emergency, (2) where such default unreasonably
interferes with any other tenant in the Project,  or (3) where such default will
result in the violation of any Regulation or the  cancellation  of any insurance
policy  maintained  by  Landlord,  and (B) in any  other  case  if such  default
continues  for ten (10) days  following  the receipt by Tenant of notice of such
default  from  Landlord  and all costs  incurred  by  Landlord  in  curing  such
default(s),   including,   without   limitation,   attorneys'   fees,  shall  be
reimbursable  by Tenant as Rent  hereunder  upon demand,  together with interest
thereon,  from the date such costs were  incurred  by  Landlord,  at the Default
Rate.

19.  Surrender of  Premises.  No agreement to accept a surrender of the Premises
shall be valid unless it is in writing and signed by Landlord. At the expiration
or earlier  termination of this Lease, Tenant shall deliver to Landlord all keys
to the  Premises,  and Tenant shall deliver to Landlord the Premises in the same
condition  as existed on the date Tenant  originally  took  possession  thereof,
ordinary wear and tear  excepted.  In addition,  prior to the  expiration of the
Term or any sooner termination thereof, (a) Tenant shall remove such Alterations
as Landlord shall request (even if installed with Landlord's  consent) and shall
restore  the  portion of the  Premises  affected  by such  Alterations  and such
removal  to its  condition  existing  immediately  prior to the  making  of such
Alterations,  (b) Tenant shall remove from the  Premises  all  unattached  trade
fixtures,  furniture,  equipment and personal  property located in the Premises,
including, without limitation, phone equipment, wiring, cabling and all garbage,
waste and debris,  and (c) Tenant shall repair all damage to the Premises or the
Project  caused  by  any  such  removal  including,   without  limitation,  full
restoration of all holes and gaps resulting from any such removal and repainting
required  thereby.  All personal  property and fixtures of Tenant not so removed
shall, to the extent permitted under applicable  Regulations,  be deemed to have
been abandoned by Tenant and may be appropriated,  sold, stored,  destroyed,  or
otherwise  disposed  of by  Landlord  without  notice to Tenant and  without any
obligation to account for such items.

20.  Holding  Over.  If Tenant  holds  over  after  the  expiration  or  earlier
termination of the Term hereof,  with or without the express or implied  consent
of Landlord, Tenant shall be only a month-to-month tenant and otherwise upon the
terms, covenants and conditions herein specified and Tenant's Base Rent shall be
at a rate equal to one hundred fifty percent  (150%) of the monthly  installment
of  Base  Rent  payable  by  Tenant  immediately  prior  to such  expiration  or
termination.

21. Substitution or Demolition. Intentionally Omitted.

22. Landlord Transfers and Liability.  Landlord may, without restriction,  sell,
assign or transfer in any manner all or any portion of the Project, any interest
therein or any of  Landlord's  rights under this Lease and then  Landlord  shall
automatically be released from any further obligations hereunder.  The liability
of Landlord to Tenant for any default by Landlord  under the terms of this Lease
or with respect to any  obligation  or liability  related to the Premises or the
Project shall be recoverable  only from the interest of Landlord in the Project,
and neither Landlord nor any affiliate thereof shall have any personal liability
with respect  thereto and in no case shall  Landlord be liable to Tenant for any
lost  profits,  damage  to  business,  or  any  form  of  special,  indirect  or
consequential  damage on account of any breach of this Lease.  In the event that
the holder of a mortgage or deed of trust on the Premises becomes the "Landlord"
under this  Lease,  such  holder  shall not be liable for any act or omission of
Landlord which occurred prior to such holder's acquisition of title.

                                       11
<PAGE>

23. Estoppel  Certificates;  Financial Statements.  At any time and from time to
time during the Term,  Tenant shall,  without charge,  execute,  acknowledge and
deliver to Landlord within ten (10) days after Landlord's  request therefor,  an
estoppel  certificate in recordable form containing such factual  certifications
and other  provisions as are commonly  found in the estoppel  certificate  forms
requested by institutional lenders and purchasers.

24. Notices.  All Notices,  demands,  consents,  or other information desired or
required  to be given  under  this  Lease  shall be  effective  only if given in
writing and sent by (a) certified United States mail,  postage  prepaid,  return
receipt requested,  (b) nationally recognized express mail courier that provides
written  evidence of delivery,  fees prepaid,  (c) facsimile,  (d) United States
first-class mail, postage prepaid,  or (e) personal  delivery,  and addressed to
the  Addresses  For Notices as set forth in the Basic Lease  Information,  or at
such other address as may be specified from time to time, in writing,  or, if to
Tenant, at the Premises. Any such notice, demand,  consent, or other information
shall be deemed  given (i) if sent by  certified  mail,  on the date of delivery
shown on the receipt card, (ii) if sent by courier, on the date it is officially
recorded by such  courier,  (iii) if  delivered  by  facsimile,  on the date the
sender obtains written telephonic  confirmation that the electronic transmission
was received,  (iv) if sent by United States first-class mail, five (5) business
days from the date mailed, or (v) if delivered personally,  upon delivery or, if
refused by the intended recipient, upon attempted delivery.

25. Payment by Tenant;  Non-Waiver.  Landlord's  acceptance of Rent following an
Event of  Default  shall not waive  Landlord's  rights  regarding  such Event of
Default.  No waiver by Landlord of any  violation  or breach of any of the terms
contained herein shall waive Landlord's rights regarding any future violation of
such terms. Landlord's acceptance of any partial payment of Rent shall not waive
Landlord's  rights with regard to the remaining portion of the Rent that is due,
regardless of any endorsement or other statement on any instrument  delivered in
payment of Rent or any writing delivered in connection  therewith;  accordingly,
Landlord's  acceptance  of a partial  payment  of Rent shall not  constitute  an
accord and satisfaction of the full amount of the Rent that is due.

26. Certain Rights Reserved by Landlord. Landlord hereby reserves and shall have
the following  rights with respect to the Premises and the Project:  (a) to make
inspections,  repairs, or improvements,  whether structural or otherwise, in and
about  the  Premises  or any part  thereof;  and (b) to enter  the  Premises  at
reasonable  hours  with  adequate  notice  to  Tenant  accompanied  by  Tenant's
representative (or at any time in an emergency) to perform repairs,  to take any
action authorized hereunder,  or to show the Premises to prospective  purchasers
or lenders, or, during the last six (6) months of the Term, prospective tenants.

27. Miscellaneous. If any clause or provision of this Lease is illegal, invalid,
or unenforceable  under present or future laws, then the remainder of this Lease
shall  not be  affected  thereby.  This  Lease  may  not be  amended  except  by
instrument in writing signed by Landlord and Tenant.  No provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord. The terms and conditions contained in this Lease shall inure
to the  benefit  of and be  binding  upon the  parties  hereto,  and upon  their
respective successors in interest and legal representatives, except as otherwise
herein expressly  provided.  This Lease constitutes the entire agreement between
Landlord and Tenant  regarding the subject matter hereof and supersedes all oral
statements and prior writings relating thereto. Tenant and the person or persons
signing on behalf of Tenant  represent  and warrant  that Tenant has full right,
power, and authority to enter into this Lease, and that all persons signing this
Lease on its behalf are authorized to do so. If Tenant is comprised of more than
one party,  each such party shall be jointly and  severally  liable for Tenant's
obligations  under this Lease. All exhibits and attachments  attached hereto are
incorporated  herein by this  reference.  This Lease  shall be  governed  by and
construed in accordance with the laws of the  jurisdiction  where the Project is
located. In any action which Landlord or Tenant brings to enforce its respective
rights  hereunder,  the  unsuccessful  party shall pay all costs incurred by the
prevailing party,  including without limitation,  reasonable attorneys' fees and
court costs. Tenant shall not record this Lease or any memorandum hereof. TO THE
MAXIMUM EXTENT  PERMITTED BY LAW,  LANDLORD AND TENANT EACH WAIVE RIGHT TO TRIAL
BY JURY IN ANY  LITIGATION  ARISING OUT OF OR WITH  RESPECT TO THIS LEASE.  This
Lease may be  executed  in any number of  counterparts,  each of which  shall be
deemed  an  original.  Time  is of the  essence  as to the  performance  of each
covenant hereunder in which time of performance is a factor.

28. No Broker.  Landlord  and Tenant each  warrant  that they have dealt with no
real estate broker in connection with this transaction with the exception of the
brokers, if any, named in Exhibit F. Landlord and Tenant each agree to hold each
other  harmless  from  and  against  any and all  damages,  costs  and  expenses
resulting from any claim(s) for a brokerage  commission or finder's fee that may
be asserted  against  either of them by any broker or finder with whom the other
has dealt.

29. Further provisions, if any, are contained in Exhibit F, attached hereto.

Submission of this Lease to Tenant does not constitute an option or offer to
lease and this Lease is not effective otherwise until execution and delivery by
both Landlord and Tenant.
                                       12

<PAGE>
                                    EXHIBIT A
                                PREMISES/PROJEXCT

                           HENDERSON COMMERCE CENTER

                                (GRAPHIC OMITTED)


<page>

                                   Exhibit B
                                   INSURANCE

Tenant's Insurance. Tenant shall, at Tenant's sole cost and expense, procure and
keep in effect from the date of this Lease (or earlier authorized occupancy) and
at all times until the end of the Term, the following insurance coverage:

1. Property Insurance. Insurance on all personal property and fixtures of Tenant
and all  improvements  made by or for Tenant to the Premises on an "All Risk" or
"Special Form" basis, for the full replacement value of such property.

2. Liability Insurance. Commercial General Liability Insurance written on an ISO
CG 00 01 10 93 or equivalent form, on an occurrence basis, with a per occurrence
limit of at least $2,000,000,  and a minimum general aggregate limit of at least
$3,000,000, covering bodily injury and property damage liability occurring in or
about the  Premises  or arising  out of the use and  occupancy  of the  Premises
and/or the Project by Tenant or any Tenant Party.  Such insurance  shall include
contractual  liability  coverage insuring Tenant's  indemnity  obligations under
this Lease,  and shall be endorsed to name  Landlord,  any Holder of a Security
Instrument  and any other party  specified by Landlord as an additional  insured
with regard to liability arising out of the ownership, maintenance or use of the
Premises.

3.  Worker's  Compensation  and  Employer's  Liability  Insurance.  (a) Worker's
Compensation  Insurance  as  required  by any  Regulation,  and  (b)  Employer's
Liability Insurance in amounts not less than $1,000,000 each accident for bodily
injury by accident and for bodily  injury by disease,  and for each employee for
bodily injury by disease.

4. Commercial Auto Liability Insurance. Commercial auto liability insurance with
a combined limit of not less than One Million  Dollars  ($1,000,000)  for bodily
injury and  property  damage  for each  accident.  Such  insurance  shall  cover
liability relating to any auto (including owned, hired and non-owned autos.)

5.  Alteration  Requirements.  In the event  Tenant  shall desire to perform any
Alterations,  Tenant  shall  deliver  to  Landlord,  prior  to  commencing  such
Alterations (i) evidence satisfactory to Landlord that Tenant carries "Builder's
Risk" insurance covering  construction of such Alterations in an amount and form
approved by Landlord, (ii) and such other insurance as Landlord shall reasonably
require,  and (iii) a lien and  completion  bond or other  security  in form and
amount satisfactory to Landlord.

6. General  Insurance  Requirements.  All coverages  described in this Exhibit B
shall be  endorsed  to (i) provide  Landlord  with  thirty (30) days'  notice of
cancellation or change in terms; and (ii) be primary and  non-contributing  with
Landlord's  insurance.  The property insurance coverage required of Tenant shall
be endorsed to waive all rights of subrogation by the insurance  carrier against
Landlord or shall otherwise state that the carrier shall be so bound by Tenant's
waiver of the carrier's right of subrogation. If at any time during the Term the
amount or coverage  of  insurance  which  Tenant is required to carry under this
Exhibit B is, in Landlord's reasonable judgment, materially less than the amount
or type of  insurance  coverage  typically  carried  by  owners  or  tenants  of
properties  located in the general area in which the Premises are located  which
are similar to and operated for similar  purposes as the Premises or if Tenant's
use of the Premises should change with or without Landlord's  consent,  Landlord
shall have the right o require Tenant to increase the amount or change the types
of insurance  coverage  required  under this Exhibit B. All  insurance  policies
required to be carried by Tenant  under this Lease shall be written by companies
rated A-X or better in "Best's Insurance Guide" and authorized to do business in
the State of Nevada. Deductible amounts under all insurance policies required to
be carried by Tenant under this Lease shall not exceed  $10,000 per  occurrence.
Tenant shall deliver to Landlord on or before the Term  Commencement  Date,  and
thereafter at least thirty (30) days before the expiration  dates of the expired
policies,  certified  copies of Tenant's  insurance  policies,  or a certificate
evidencing the same issued by the insurer thereunder,  and, if Tenant shall fail
to procure such insurance, or to deliver such policies or certificates, Landlord
may, at Landlord's  option and in addition to Landlord's  other  remedies in the
event of a default by Tenant  under the Lease,  procure the same for the account
of Tenant, and the cost thereof (with interest theron at the Default Rate) shall
be paid to Landlord as Additional Rent.

Landlord's Insurance. All insurance maintained by Landlord shall be for the sole
benefit of Landlord and under Landlord's sole control.

1. Property  Insurance.  Landlord agrees to maintain property insurance insuring
the  Building  against  damage  or  destruction  due  to  risk  including  fire,
vandalism,  and  malicious  mischief in an amount not less than the  replacement
cost thereof,  in the form and with  deductibles and endorsements as selected by
Landlord.  At its  election,  Landlord may instead (but shall have no obligation
to) obtain  "All Risk"  coverage,  and may also  obtain  earthquake,  pollution,
and/or flood insurance in amounts selected by Landlord.

2. Optional Insurance.  Landlord, at Landlord's option, may also (but shall have
no obligation  to) carry (i) insurance  against loss of rent, in an amount equal
to the amount of Base Rent and  Additional  Rent that Landlord could be required
to abate to all Project  tenants in the event of condemnation or casualty damage
for a period of twelve (12) months; and (ii) liability  insurance and such other
insurance  as  Landlord  may  deem  prudent  or  advisable,  including,  without
limitation,  liability  insurance  in such amounts and on such terms as Landlord
shall  determine.  Landlord shall not be obligated to insure,  and shall have no
responsibility  whatsoever for any damage to, any furniture,  machinery,  goods,
inventory or supplies, and other personal property or fixtures which Tenant may
keep or maintain in the Premises, or any leasehold  improvements,  additions or
alterations within the Premises.

<page>

                                   EXHIBIT C

                                 SIGN CRITERIA

1.  Purpose.  These  Sign  criteria  have been  established  for the  purpose of
maintaining a consistent overall appearance of the Project and shall be strictly
enforced.

2. Signage. As used herein, Signage shall mean any signs,  advertising placards,
banners, pennants, names insignias, trademarks, balloons, flags, decals or other
decorative or descriptive material installed on the Project.

3. Tenant Responsibility:  Tenant, at its sole expense, shall be responsible for
any Signage it requires at the Premises,  including  conforming  with these Sign
Criteria  and all  applicable  laws,  obtaining  required  permits,  installing,
maintaining  and removing  such  Signage,  as well as restoring  the Premises to
Landlord's satisfaction after such Signage is removed.

4. Approved  Contractor:  Tenant shall contract with a  professionally  licensed
sign company  approved by Landlord for the design,  fabrication and installation
of Tenant's Signage.

5. Landlord Approval  Required.  Tenant shall obtain Landlord's written approval
prior to the  installation  or removal of any Signage on the Premises.  Prior to
Tenant's  Signage  installation,  Tenant shall submit to Landlord for its review
and approval,  a scaled drawing of Tenant's  proposed Signage  including colors,
construction  details,  method of  attachment,  electrical  loads and electrical
plans. Any sign installed without the prior approval of Landlord will be brought
into conformity or removed at Tenant's expense.

6.  Permitted  Signage.  Tenant  shall be  permitted  Identification  Signage at
Tenant's main  entrance  displaying  Tenant's  business  name,  type of business
and/or logo only. Tenant shall also be permitted Information Signage at Tenant's
main entrance displaying Tenant's hours of operations and such other information
approved by Landlord. Landlord shall designate the specific location of Tenant's
Signage.

7. Sign Specifications. All Tenant Signage shall comply with these Sign Criteria
and the Sign Specifications attached hereto as Exhibit C-1.

8.  Installation.  Tenant shall notify Landlord prior to the installation of any
Signage. Tenant or its contractor shall repair any damage to any property caused
by such installation work.

9. Maintenance. Tenant shall be solely responsible for the proper maintenance of
its Signage,  including  illumination.  Landlord may repair or maintain Tenant's
Signage, at Tenant's expense,  if Tenant has not commenced required  maintenance
of its signage  within ten days after  receipt of written  notice from  Landlord
informing Tenant of such required repairs or maintenance.

10. Removal. Tenant shall remove all of its Signage upon the expiration or early
termination of the Lease.  Tenant shall notify  Landlord prior to such removal.
Landlord, at Tenant's expense,  shall repair any damage to the building required
as a result of Tenant's sign removal.

11.  Interior  Signage.  Except as provided  herein,  no signs  visible from the
exterior of the  Premises  shall be  permitt4ed  in the interior of the Premises
without Landlord's consent.

12. Vehicle Signs.  Without restricting  Tenant's rights to park its delivery or
other  vehicles used in the normal  course of business on the Project,  no signs
may be affixed to any vehicles or trailers  parked on the Project that advertise
promotions or direct customers to the Premises.

13. Prohibited Signs. Signs consisting of moving, swinging,  rotating, flashing,
blinking, scintillating, fluctuating or otherwise animated light are prohibited.
Off-premise  signs  or any sign  installed  for the  purpose  of  advertising  a
product,  event,  person, or subject not related to the premises upon which said
sign is located are prohibited, without written consent of the Landlord.

14. No  Exceptions.  Except as  provide  herein,  no Signage  shall be  affixed,
without  Landlord's prior approval,  anywhere on the Project,  including but not
limited to on the  glass,  in the window  area or on the  exterior  walls of the
building,  landscaping areas, sidewalks or the driveways or parking areas of the
Project.

15. Changes. These Sign Criteria are subject to change by Landlord. In the event
Landlord  changes  the Sign  Criteria  for the  Project  during the term of this
Lease,  Landlord may update  Tenant's  Signage in  compliance  with the new Sign
Criteria  provided  that any  costs  associated  with  such  change  shall be at
Landlord's sole expense.

<PAGE>

                                  EXHIBIT C-1
                              SIGN SPECIFICATIONS

                           Henderson Commerce Center

These sign criteria have been  established  for the purpose of  maintaining  the
overall appearance of Henderson Commerce Center.

Identification Signage

1.   Signs shall be made from  high-density  foam cut letters  with black fascia
     and black sides in a font style to be  specified  by Tenant.  Signs will be
     glue  adhered to the  concrete  face of the  building  in a location  to be
     designated by Landlord.

2.   The letter  style,  wording and logo shall be  submitted  to  Landlord  for
     approval.

3.   The maximum sign  dimensions,  including  Tenant's logo,  shall be 2' 6" in
     height and 9' 0" in length.  The sign and/or logo shall be centered  within
     the center  panel  above the main  entrance.  Letters and logo shall have a
     depth of 2" to 2 1/2".

4.   No electrical signs shall be permitted.

5.   Following,  for the purpose of reference  only,  is an example of a typical
     to-scale sign layout.


                                   (GRAPHIC OMITTED)





Information Signage

1. Tenant's  information  signage shall only be installed in the area designated
by Landlord on the door or storefront of the building at Tenant's main entrance.

2.  Tenant's  Information  signage  shall  consist of white vinyl letters not to
exceed 2" in height.

<PAGE>



                                  Exhibit "D"
                          Tenant Improvement Agreement
                        Work to be Performed by Landlord



This Tenant  Improvement  Agreement is made a part of the Lease  Agreement dated
March 15, 2005 (the "Lease") between Harsch Investment  Properties - Nevada, LLC
("Landlord") and Electrograph Systems, Inc., a New York corporation  ("Tenant").
Landlord has leased to Tenant and Tenant has leased from Landlord,  the premises
commonly  known as 470 Mirror  Court,  Suite  102-103,  Henderson,  Nevada  (the
premises). This Exhibit "D" sets forth the Agreement of Landlord and Tenant with
respect to certain tenant improvements that are to be made to the Premises. This
Exhibit "D" provides the terms and  conditions  under which  Landlord and Tenant
shall cause the Premises to be improved for Tenant's initial occupancy under the
Lease.

1. Tenant Improvements.

     1.1. Scope of Work.  Landlord shall construct  improvements to the Premises
          (the  "Tenant  Improvements")  in  accordance  with a set of  mutually
          acceptable  plans  ("Tenant  Improvement  Plans")  including  but  not
          limited to:

     1.1.1. Construction of standard office improvements which shall include:

     1.1.1.1. All partitions and ceiling systems in the various offices,  server
          room, kitchenette,  restrooms, floor and wall finishes, and such other
          improvements  as may be  required  to  prepare  such  portions  of the
          Premises for occupancy.

     1.1.1.2. Installation of HVAC equipment, distribution ducting, thermostats,
          diffusers and return air grills.

     1.1.1.3. Installation of electrical service from the main switchgear to the
          electrical   panels  in  the   electrical   closet  in  the  Building;
          distribution  from the electrical panels serving the Premises to light
          fixtures and  electrical  receptacles  throughout  the  Premises;  and
          installation of all light fixtures and fire/life  safety  equipment in
          the Premises.

1.1.2  Landlord  shall  retain the  services of a space  planner or architect to
prepare necessary drawings and plans for construction of the tenant improvements
("Tenant  Improvement  Plans").  Within five (5)  business  days after  Landlord
delivers to Tenant a copy of the Tenant Improvement  Plans,  Tenant shall either
approve them or shall set out the  requested  revisions.  Tenant  shall  clearly
identify   and  locate  on  the  Tenant   Improvement   Plans  (i)  any  special
requirements;  and (ii)  locations  of  telephone  and  electrical  receptacles,
outlets,  and other items requiring  electrical  power (for special  conditions,
equipment,  power  requirements,   and  manufacturer's  model  numbers  must  be
included).  Landlord  shall review any  revisions  made by Tenant and shall,  in
writing within three (3) business days after receipt, either approve the revised
Tenant Improvement Plans or reject them, in which case Landlord shall specify in
reasonable  detail the  deficiencies  as  submitted.  If rejected,  Tenant shall
resubmit required changes as soon as practicable  until Landlord's  approval has
been obtained.  If the estimated  cost of  construction  in accordance  with the
approved  Tenant  Improvement  Plans  exceeds the  Landlord's  Contribution  (as
defined below),  either the Tenant must agree to bear the additional cost or the
Tenant must identify the changes it wants made to the Tenant  Improvement  Plans
to bring the cost of the mutually  agreed scope of work to within the Landlord's
Contribution.

                                   D (1 OF 4)
<PAGE>

1.2  Construction. Landlord shall engage the services of a General Contractor to
     construct the Tenant  Improvements.  The Landlord will also provide Project
     Management services for the duration of the Tenant Improvements. The Tenant
     Improvements shall be constructed in accordance with the Tenant Improvement
     Plans and Tenant's construction schedule.

     1.2.1Tenant  shall  be  responsible  for  delays  and  additional  costs in
          completion of the design and  construction of the Tenant  Improvements
          caused by its  changes  to the Tenant  Improvement  Plans or by delays
          caused by Tenant's special materials that require a long lead-time for
          delivery.

     1.2.2If Tenant  desires  any  change to the Tenant  Improvements,  Tenant's
          change order request shall be subject to  Landlord's  approval,  which
          approval shall not be unreasonably withheld.

     1.2.3Landlord  and  its   contractors   shall  comply  with  the  following
          requirements  that shall be  applicable to any work to be performed on
          the Premises by Landlord or its contractors:


          1.2.3.1 All  such  work  shall  be  done  in  conformity  with a valid
               building  permit when required,  all such work shall be performed
               in accordance  with all applicable  governmental  regulations and
               all  applicable  safety  regulations  applicable to the Premises.
               During any period in which Landlord and Tenant are simultaneously
               occupying  and/or  performing  work in the  Premises,  Landlord's
               Project Manager shall be authorized to resolve any conflict as to
               scheduling, access or the like.

          1.2.3.2 Tenant  shall store  materials  only in areas  designated  and
               approved by the Landlord's Project Manager from time to time. All
               trash  and  surplus  construction  materials  shall  be  promptly
               removed from the Property.

     1.2.4Tenant's  entry into the Premises for any purpose,  including  without
          limitation   inspection   or   performance   of  work  by   Landlord's
          contractors,  prior to the Commencement  Date, shall be subject to all
          the terms and conditions of the Lease,  including  without  limitation
          the provisions of the Lease relating to the  maintenance of insurance,
          but excluding the  provisions of the Lease  relating to the payment of
          Base Rent.  Tenant's  entry shall mean entry by Tenant,  its officers,
          contractors,  subcontractors,  licensees,  agents, employees,  guests,
          invitees, or visitors.

     1.2.5Tenant shall  indemnify  and hold  harmless  Landlord from and against
          any and all  claims,  losses,  liabilities,  and  expenses  (including
          without  limitation  attorneys'  fees)  arising  out of or in any  way

                                   D (2 OF 2)
<PAGE>

          related  to  the   activities  of  Tenant's   contractors   and  their
          subcontractors  in the Premises or on the  Property,  if any.  Without
          limiting  the  generality  of the  foregoing,  Tenant  shall  promptly
          reimburse  Landlord upon demand for any extra expense  incurred by the
          Landlord  as a result  of faulty  work  performed  by any of  Tenant's
          contractors, any delays caused by such work, or inadequate clean-up of
          such work.

1.3  Cost.  The cost to design,  permit and  construct  the Tenant  Improvements
     shall be paid by Landlord and Tenant as follows:

     1.3.1Provided  that Tenant  complies with each and every term and condition
          of this  Agreement,  Landlord  will  contribute  a Tenant  Improvement
          Allowance of up to Fifty-nine  Dollars and 00/100  ($59.00) per square
          foot as to the 1,356  square  feet of office  area or Eighty  Thousand
          Dollars and 00/100 ($80,000.00)  ("Landlord's  Contribution")  towards
          the approved  Tenant  Improvements  for Tenant's  Premises  ("Tenant's
          Work") to be used by Landlord solely for  improvements to the interior
          of the Premises.  Landlord will  guarantee all  electrical  equipment,
          mechanical equipment and loading doors for the first year of the Lease
          Term.  Tenant  shall be  responsible  for the  cost of any  additional
          improvements  to the  Premises  over and above the Tenant  Improvement
          Allowance.

          In the event  that the total  dollar  amount due the  Contractor  upon
          completion of the tenant  improvements  should be less than the Eighty
          Thousand and 00/100 Dollars ($80,000.00), Tenant shall not be entitled
          to any monetary reimbursement or rent credit of any kind. In the event
          Tenant  should not  fulfill it  obligations  hereunder  for the entire
          Lease  Term  for  any  reason,   including   default  by  Tenant,   or
          specifically  if at any time during the Lease Term Landlord and Tenant
          should execute a Lease  Termination  Agreement  specifying that Tenant
          shall be relieved of all obligations and liabilities arising after the
          effective date of  termination,  Tenant shall be required to reimburse
          Landlord the unamortized  portion of the Tenant Improvement  Allowance
          expended by  Landlord,  which shall be  calculated  based on an annual
          interest rate of ten percent (10%) and amortized  over five (5) years.
          Payment shall be submitted in the form of a cashier's check payable to
          Landlord  promptly upon the termination of Tenant's right to occupancy
          or  execution  of the  Termination  Agreement,  whichever  shall first
          occur.

     1.3.2 Prior to commencement  of  construction  of the Tenant  Improvements,
          Landlord shall submit to Tenant the final estimated cost of the Tenant
          Improvements.

2. Tenant's Furniture, Fixtures and Equipment.

     2.1  Scope of  Work.  Tenant  shall  procure  and  install  all  furniture,
          fixtures and equipment in the Building ("Tenant's FF&E") including but
          not limited to:

     2.1.1 All  furniture, fixtures  and  equipment  in the  offices and support
          areas.

          2.1.2 All  furniture, fixtures and  equipment  used in the  day-to-day
               business activities of the Tenant.


          2.1.3 All  Security  Systems,  Telephone, Data and  Telecommunications
               Equipment, Systems and Wiring.

          2.1.4 Any and/or all other specialty items.

     2.2  Design.   Tenant   shall  be  solely   responsible   for  any   plans,
          specifications  and  permits  required  for  the  installation  of the
          Tenant's FF&E.

     2.3  Installation.  Tenant shall be solely responsible for the installation
          of  Tenant's   FF&E.   Landlord   shall  have  no  liability  for  the
          installation  of Tenant's FF&E and any delays in the  installation  of
          Tenant's FF&E shall not delay the Commencement Date of the Lease.

     2.4  Cost. All costs to procure and install  Tenant's FF&E shall be paid by
          Tenant.  Landlord  shall have no  liability  for the cost of  Tenant's
          FF&E.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


         Landlord
         HARSCH INVESTMENT PROPERTIES-NEVADA,LLC

         By: /s/ Susan Bowlsby

         Title:  Sr. Vice President


         Tenant
         ELECTROGRAPH SYSTEMS, INC.

         By:  /s/ Seth Collins
         Title: _President, Manchester Technologies, Inc.

                                   D (4 OF 4)

<PAGE>


                                   EXHIBIT E
                             RULES AND REGULATIONS

Except as otherwise provided in the Multi-Tenant Lease to which this exhibit is
attached, the following rules and regulations shall apply:

1.   The sidewalk,  entries and driveways of the Project shall not be obstructed
     by Tenant or its agents or used by them for any purpose  other than ingress
     and egress to and from the Premises.

2.   Tenant shall not place any objects,  including antennas, outdoor furniture,
     etc., in the parking areas,  landscaped areas or other areas outside of its
     Premises or on the roof of the Project.

3.   Except for seeing-eye dogs or service animals,  no animals shall be allowed
     in the offices, halls or corridors in the Project.

4.   Tenant  shall  not  disturb  the  occupants  of the  Project  or  adjoining
     buildings by the use of any radio or musical instrument or by the making of
     loud or improper noises.

5.   If Tenant desires telegraphic,  telephonic or other electric connections in
     the Premises, Landlord or its agent will direct the electrician as to where
     and how the wires may be introduced and, without such direction,  no boring
     or cutting of wires will be permitted.  Any such installation or connection
     shall be made at Tenant's expense.

6.   Tenant  shall not  install or operate  any steam or gas engine or boiler or
     carry on any  mechanical  business in the Premises  except as  specifically
     approved  in the  Lease.  The  use of oil,  gas or  flammable  liquids  for
     heating, lighting or any other purpose is expressly prohibited.  Explosives
     or other  articles  deemed  extra  hazardous  shall not be brought into the
     Project.

7.   Parking any type of recreational vehicles is specifically  prohibited on or
     about the  Project.  No vehicle of any type shall be stored in the  parking
     areas at any time. In the event a vehicle is disabled,  it shall be removed
     within 48 hours. There shall be no "For Sale" or other advertising signs on
     or about any parked  vehicle.  All vehicles  shall be parked in  designated
     parking areas in conformity with all signs and other markings.  All parking
     will be open parking;  numbering or lettering of individual spaces will not
     be permitted except as specified by Landlord.

8.   Tenant shall  maintain the premises  free from  rodents,  insects and other
     pests.

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

10.  a. Tenant agrees that all Tenant's  trash and rubbish shall be deposited in
     receptacles and that Tenant shall not cause or permit any trash receptacles
     to remain outside the building.  All movable trash  receptacles  provide by
     the  trash  disposal  firm  for the  Premises  must  be  kept in the  trash
     enclosure areas, if any,  provided for that purpose.  In the event Landlord
     provides or designates trash  receptacles,  Tenant agrees,  at its own cost
     and expense,  to cause such  receptacles  to be emptied and trash  removed.
     Tenant  agrees to bag trash before  depositing it in the  authorized  trash
     area.  Landlord  reserves the right o contract  for trash  removal and bill
     Tenant for said services.  b. Tenant shall not cause any unnecessary  labor
     by reason of Tenant's  carelessness or indifference in the  preservation of
     good order and cleanliness. Landlord shall not be responsible to Tenant for
     any loss of property on the Premises,  however occurring, or for any damage
     done to the  effects of Tenant by the  janitors  or any other  employee  or
     person.

11.  Tenant shall give Landlord prompt notice of any defects in the water,  lawn
     sprinkler,  sewage,  gas pipes,  electrical  lights and  fixtures,  heating
     apparatus or any other service equipment affecting the Premises.

12.  Tenant shall not permit  storage  outside the Premises  including,  without
     limitation,  outside  storage  of trucks and other  vehicles  or dumping of
     waste or  refuse  or  permit  any  harmful  materials  to be  placed in any
     drainage or sanitary system or trash receptacle in or about the Premises.

13.  No auction,  public or private,  will be  permitted  on the Premises or the
     Project.

14.  No awnings shall be placed over the windows in the Premises except with the
     prior written consent of Landlord.

15.  The premises shall not be used for lodging,  sleeping or cooking or for any
     immoral or illegal Purposes or for any purpose other than that specified in
     the Lease.

16.  Tenant  shall  ascertain  from  Landlord the maximum  amount of  electrical
     current  that can safely be used in the  Premises,  taking into account the
     capacity of the  electrical  wiring in the Project and the Premises and the
     needs of other  tenants  and shall  not use more  than such safe  capacity.
     Landlord's  consent to the  installation  of electric  equipment  shall not
     relieve Tenant from the obligation not the use more  electricity  than such
     safe capacity.

17.  Tenant assumes full  responsibility for protecting the Premises from theft,
     robbery and pilferage.

18.  Tenant  shall not  install or  operate on the  Premises  any  machinery  or
     mechanical  devices of a nature not directly  related to Tenant's  ordinary
     use of the Premises and shall keep all such  machinery  free of  vibration,
     noise and air waves which may be transmitted beyond the Premises.
<Page>

                                   EXHIBIT F
                               FURTHER PROVISIONS


Paragraph 30:   Broker

Landlord and Tenant each warrant that they have dealt with no real estate broker
in connection with this transaction  with the exception of Dan J. Doherty,  SIOR
of Colliers  International located at 3960 Howard Hughes Parkway, Suite 150, Las
Vegas,  Nevada 89109 who  represented  Landlord  and David  Afromsky of Coldwell
Banker Commercial  located at 5720 South Arville,  Suite 108, Las Vegas,  Nevada
89118 who represented Tenant.  Landlord shall pay a commission to its broker for
sharing with Tenant's broker per a separate agreement.  Landlord and Tenant each
agree to hold the other harmless from and against any and all damages, costs and
expenses resulting from any claim(s) for a brokerage  commission or finder's fee
that may be asserted  against  either of them by any broker or finder other than
those named above with whom the other has dealt.  If Tenant  exercises its early
termination  options as set forth in Paragraph 36,  Tenant shall be  responsible
for reimbursing Landlord for the unamortized portion of the commissions paid.


Paragraph 31:   Option To Renew

So long as Tenant has not assigned or sublet its interest under the Lease,  even
an  assignment  or sublease with  Landlord's  consent  (other than an assignment
pursuant  to  Paragraph  10.1(b)),  and  Tenant is not in default at the time of
exercise  and no default  arises  between  that time and the  expiration  of the
existing  Term of the  Lease,  Tenant or any  assignee  or  successor  of Tenant
pursuant  to  Paragraph  10.1(b),  but  not any  other  assignee,  subtenant  or
successor of Tenant,  shall have a single  option to extend the duration of this
Lease for a period of three (3) years.  During the option Term, all of the other
provisions  of the Lease shall remain in effect  except that the Base Rent shall
be subject to  adjustment  to a fair market rent as shall be agreed upon between
the  parties,  but in no event less than four  percent  (4%) above the amount in
effect  during the last year of the primary  Term.  Tenant  shall  exercise  the
option by giving  written  notice of same to Landlord  not more than twelve (12)
months nor less than nine (9) months  prior to the  expiration  of the  existing
Term of the Lease (the "Exercise Date").

The Base Rent  applicable  during the Option Term shall be established by mutual
agreement of the parties within thirty (30) days of the Exercise Date or, if the
parties  cannot so agree,  the Base Rent shall be determined as follows.  Within
ten (10) days after the thirty (30) day period or sooner if the parties mutually
agree,  Landlord  and  Tenant  shall  each  appoint  an  expert  who shall be an
appraiser or licensed real estate  professional  with at least five (5) years of
commercial  real  estate  experience  within  the area  where the  Premises  are
located.  Within  forty-five  (45) days of the  appointment,  each expert  shall
establish the Base Rent for the Premises  taking into account the then condition
of the Premises and local market  conditions and practices  applicable to leases
which are comparable as to duration, size, location and use. If a party fails to
appoint an expert,  the  determination of the sole expert appointed shall apply.
Each party  shall pay the fees and  expenses  of its own expert and shall  share
equally the fees and expenses of a referee, if one is required.

If two  experts  are  appointed  and the  determinations  are  capable of direct
comparison  and the higher  determination  is less than one  hundred ten percent
(110%)  of  the  lower  one,   the  Base  Rent  shall  be  the  average  of  the
determinations.  If the determinations are not sufficiently  similar in approach
to  ascertain  that they are within  110% of one  another or they are similar in
approach but further apart, the experts shall,  within five (5) days of the last
expert's  determination,  attempt to mutually select a third party as a referee.
If they cannot agree on a referee,  either party may ask the presiding  judge of
the trial court in the jurisdiction  where the Premises are located to appoint a
referee for them. The referee, selected by either means, must have the same type
of  qualifications  as the  experts,  except that the referee must not have been
employed regularly or as a consultant,  during the prior six (6) month period by
either  Landlord or Tenant.  Within thirty (30) days of his or her  appointment,
the referee must select one of the two (2) experts' determinations as being more
appropriate and that determination  shall establish the Base Rent for the Option
Term.

                                  Page 1 of 3
<PAGE>

Paragraph 32:   Parking

Landlord will provide three (3) reserved  parking spaces for the use of Tenant's
employees and visitors at locations in  reasonable  proximity to the Premises to
be  designated  from time to time by Landlord,  which spaces shall be subject to
the rules and regulations set forth in Paragraph 16.


Paragraph 33:   Landlord's Warranty

Landlord warrants that all electrical,  mechanical,  plumbing,  fire sprinklers,
HVAC,  roll-up  doors,  and  evaporative  cooling  systems  are in new and  good
operating  condition at the  Commencement of the initial Lease Term.  Except for
damage caused by Tenant,  its  employees,  agents and invitees,  Landlord  shall
warrant the above systems for one (1) year from the date the Tenant occupies the
Premises.


Paragraph 34:   Tenant's Alterations

Notwithstanding paragraph 8.1 of this Lease Agreement, Tenant at its own expense
shall be permitted to install four (4) removable steel security  posts,  two (2)
in front of each grade  level  door.  Said  security  posts are allowed to be in
place during non-business hours and will not be in place during regular business
hours. Tenant agrees to remove such security posts and restore the ground to its
original  condition upon vacating the Premises.  In addition,  Tenant at its own
expense shall be permitted to install a security fence to separate the warehouse
area from the office area to allow the Tenant to utilize the warehouse  area and
have it be secured while the office area is being constructed.


Paragraph 35:   Right of First Refusal to Expand

Unit B101,  consisting  of an area of  approximately  10,641 square feet located
adjacent to the Premises, is occupied as of the date of this Lease, but Landlord
anticipates  it  becoming  available  for lease  during  the Term of this  Lease
("Expansion Space"). So long as Tenant is not in default of this Lease, Landlord
agrees not to lease all or any portion of the Expansion Space to any other party
without  providing  Tenant with a right of first  refusal  ("ROFR") as set forth
herein. If Landlord should receive a written offer from any third party to lease
any  portion  of the  Expansion  Area on terms  acceptable  to  Landlord,  or if
Landlord  should be prepared to make a written offer to lease any portion of the
Expansion  Area to a third  party  (each a "Bona Fide  Offer"),  Landlord  shall
notify Tenant of the terms and conditions of said Bona Fide Offer.  Tenant shall
have seven (7) business days after receipt of said notification from Landlord to
exercise  Tenant's one time only ROFR by giving  written notice to Landlord that
Tenant is prepared  to lease all,  but not less than all of the  Expansion  Area
from  Landlord  upon the same terms and  conditions as are contained in the Bona
Fide Offer or other terms  mutually  agreeable to the  parties,  except that the
duration of the lease term  applicable to the Expansion Area for Tenant shall be
equal to that  contained  in the Bona Fide  Offer,  but not less than  three (3)
years.  If Tenant does elect to lease the  Expansion  Space,  the parties  shall
promptly  execute an  amendment  to the Lease  reflecting  the  addition  of the
Expansion Space,  together with corresponding changes in the Base Rent, Security
Deposit, and other terms and conditions, as appropriate.  If Tenant declines the
opportunity to lease the Expansion  Space or otherwise  fails to timely exercise
its ROFR,  the ROFR  shall be  extinguished,  and  Tenant  shall have no further
entitlement  to notice of future  Bona Fide  Offers  even if the Bona Fide Offer
that gave rise to the  notification  from  landlord  should fail to result in an
executed lease. Notwithstanding the foregoing, Landlord agrees that Tenant shall
have the  exclusive  right to expand into the  Expansion  Space for the first 45
days following the Scheduled Term  Commencement  Date of the Lease  Agreement on
the same terms and  conditions  as are  applicable  to the Premises  except that
Landlord  will not provide any Tenant  Improvement  Allowance  for the Expansion
Space .  Thereafter,  Tenants rights  regarding  said  Expansion  Space shall be
subject to the terms and conditions described above in this Paragraph 35.


Paragraph 36:   Early Termination

Notwithstanding  the provisions of the Basic Lease Information  establishing the
Scheduled  Expiration Date of the Lease, Tenant may, for any or no reason, cause
an  earlier  termination  of the  Lease  to be  effective  as of the  end of the
thirty-sixth  (36th) month of the initial  Lease Term  subject to the  following
terms and conditions:

                                  Page2 2 of 3
<PAGE>


     a)   Tenant  must  notify  landlord in writing on or before the last day of
          the thirtieth  (30th) month of the initial Lease Term of its desire to
          terminate  the  Lease as to all of the  Premises  occupied  by  Tenant
          within the Project (which, for the purposes of this Paragraph 36 shall
          also  include  the  Expansion  Space,  if  applicable,  and any  other
          premises covered by other lease  agreements) and the effective date of
          that  termination  shall be not less than six (6) months from the date
          of Tenant's notice; Once delivered to Landlord, such notice may not be
          withdrawn by Tenant and the parties shall  thereafter treat the end of
          the  thirty-sixth  (36th)  month of the  Lease  Term as if it were the
          Expiration  Date for purposes of the other terms and conditions of the
          Lease.

     b)   At the time of  notifying  Landlord or at any time after  notification
          and prior to any early termination date, Tenant must not have assigned
          or sublet all or any portion of the Premises and Tenant must not be in
          default;

     c)   Tenant  must  remit  with its  termination  notice a  cashier's  check
          payable  to  Landlord  for (i) the  un-amortized  portion  of the Real
          Estate Commissions and Tenant Improvement Allowance, which amounts are
          deemed  to be  amortized  over a five (5)  year  period  at an  annual
          interest rate of 10% and (ii) an Early  Termination  fee in the amount
          of  Twenty-four  Thousand Five Hundred  forty-nine  and 00/100 Dollars
          ($24,549.00).  Landlord shall provide Tenant with reasonable  evidence
          of the Real Estate Commissions paid.

     d)   The parties shall execute a Lease Termination Agreement  memorializing
          the  foregoing  and  specifying  that Tenant  shall be relieved of all
          obligations  and  liabilities  arising  after  the  effective  date of
          termination,  except that if Tenant shall have damaged the Premises or
          Landlord's property while vacating the space, upon written notice from
          Landlord,  Tenant  shall  promptly  make  payment to landlord  for the
          reasonable cost of repairs.


Paragraph 37:   Rent Prior to Delivery of Office Portion of Premises

Commencing April 1, 2005 and continuing until Landlord shall have  substantially
completed  the Office  Portion of the Premises and  delivered  possession of the
Office  Portion to Tenant,  or until  such time as either  party  causes a Lease
termination due to the Landlord's  failure to substantially  complete the Office
Portion of the Premises  within the Allowed Grace  Period,  Tenant shall only be
required to pay Base Rent and its Proportionate  Share of Operating Expenses for
the Warehouse Portion of the Premises. The Base Rent applicable to the Warehouse
Portion of the Premises shall be $10,767.00 per month and Tenant's Proportionate
Share of Operating  Expenses  for the  Warehouse  Portion of the Premises  shall
initially be estimated to be $2,692.00 per month.  Notwithstanding the scheduled
abatement  of Base Rent for the  month of June  2005,  the  parties  agree  that
Tenant's  entitlement to a month of abated Base Rent is intended to occur during
the first  calendar  month  after the Office  Portion of the  Premises  has been
substantially  completed and delivered to Tenant,  If necessary due to delays in
delivery of the Office  Portion of the Premises,  the  abatement  month shall be
delayed accordingly to be applicable to the entire Premises.

                                  Page 3 of 3
<PAGE>


                                   EXHIBIT G
                               GUARANTY OF LEASE

This  Guaranty  of Lease (the  "Guaranty")  is attached to and made part of that
certain real estate Lease (the  "Lease")  dated March 15, 2005,  between  Harsch
Investment  Properties-Nevada,  LLC, an Oregon limited liability company, as the
Landlord,  and Electrograph  Systems,  Inc., a New York corporation,  as Tenant,
covering  the  Property  commonly  known as 470  Mirror  Court,  Suite  102-103,
Henderson,  Nevada 89015.  Except as expressly stated herein,  the terms used in
this  Guaranty  shall have the same  definitions  as set forth in the Lease.  In
order to  induce  Landlord  to enter  into the  Lease  with  Tenant,  Manchester
Technologies,  Inc., a New York corporation  ("Guarantor") has agreed to execute
and deliver this  Guaranty to Landlord.  Guarantor  acknowledges  that  Landlord
would not enter into the Lease if  Guarantor  did not execute  and deliver  this
Guaranty to Landlord.  If Guarantor  consists of more than one person or entity,
all liability of Guarantor hereunder shall be joint and several.

1. Guaranty. In consideration of the execution of the Lease by Landlord and as a
material  inducement  to  Landlord  to  execute  the  Lease,   Guarantor  hereby
irrevocably  and  unconditionally  guarantees the full,  timely and complete (a)
payment of all rent and other sums payable by Tenant to Landlord under the Lease
and any  amendments or  modifications  thereto by agreement or course of conduct
and (b)  performance of all covenants,  representations  and warranties  made by
Tenant and all  obligations to be performed by Tenant  pursuant to the Lease and
any amendments or modifications  thereto by agreement or course of conduct.  The
payment of those amounts and performance of those obligations shall be conducted
in accordance  with all terms,  covenants and conditions set forth in the Lease,
without  deduction,  offset or excuse of any  nature and  without  regard to the
enforceability or validity of the Lease or any part thereof or any disability of
Tenant.

2. Landlord's Rights. Landlord may perform any of the following acts at any time
during the Lease Term without  notice to or assent of any  Guarantor and without
in any way releasing,  affecting or impairing any of Guarantor's  obligations or
liabilities  under  this  Guaranty:  (a)  alter,  modify  or amend  the Lease by
agreement or course of conduct,  (b) grant  extensions or renewals of the Lease,
(c) assign or otherwise transfer its interest in the Lease, the Property or this
Guaranty,  (d) consent to any transfer or  assignment  of Tenant's or any future
tenant's  interest under the Lease,  (e) release one or more Guarantors or amend
or modify this  Guaranty  with  respect to any  Guarantor  without  releasing or
discharging  any other  Guarantor  from any of such  Guarantor's  obligations or
liabilities  under this Guaranty,  (f) take and hold security for the payment of
this Guaranty and exchange,  enforce,  waive and release any such security,  (g)
apply such  security and direct the order or manner of sale thereof as Landlord,
in its  sole  discretion,  deems  appropriate  and (h)  foreclose  upon any such
security by judicial or non-judicial  sale without affecting or impairing in any
way the  liability of  Guarantor  under this  Guaranty  except to the extent the
indebtedness has been paid.

3. Tenant's Default.  This Guaranty is a guaranty of payment and performance and
not of  collection.  Upon any  breach  or  default  by Tenant  under the  Lease,
Landlord may proceed  immediately against Tenant and/or any Guarantor to enforce
any of Landlord's rights or remedies against Tenant or any Guarantor pursuant to
this Guaranty, the Lease or at law or in equity without notice to or demand upon
either Tenant or any Guarantor. This Guaranty shall not be released, modified or
affected  by any  failure or delay by  Landlord  to enforce any of its rights or
remedies under the Lease or this Guaranty or at law or in equity.

4. Guarantor's Waivers. Each Guarantor hereby waives (a) presentment, demand for
payment and protest of  non-performance  under the Lease, (b) notice of any kind
including,  without limitation,  notice of acceptance of this Guaranty, protest,
presentment,  demand  for  payment,  default,  nonpayment  or  the  creation  or
incurring of new or additional  obligations of Tenant to Landlord, (c) any right
to require  Landlord to enforce its rights or remedies  against Tenant under the
lease or  otherwise  or against  any other  Guarantor,  (d) any right to require
Landlord to proceed  against any  security  held from Tenant or any other party,
(e) any right of  subrogation  and (f) any defense  arising out of the  absence,
impairment or loss of any right of  reimbursement  or subrogation or other right
or remedy of Guarantor against Landlord or any such security,  whether resulting
from an election by Landlord or  otherwise.  Any part payment by Tenant or other
circumstance  which  operates  to toll any statute of  limitations  as to Tenant
shall operate to toll the statute of limitations as to Guarantor.

5. Separate and Distinct  Obligations.  Each Guarantor  acknowledges  and agrees
that such  Guarantor's  obligations to Landlord under this Guaranty are separate
and  distinct  from  Tenant's  obligations  to  Landlord  under the  Lease.  The
occurrence of any of the following  events shall not have any effect  whatsoever
on any Guarantor's obligations to Landlord hereunder,  each of which obligations
shall  continue in full force or effect as though  such event had not  occurred:
(a) the commencement by Tenant of a voluntary case under the federal  bankruptcy
laws as now constituted or hereafter amended or replaced or any other applicable
federal or state bankruptcy,  insolvency or other similar law (collectively, the
"Bankruptcy  Laws"),  (b) the consent by Tenant to the  appointment of or taking

<PAGE>

possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or similar official of Tenant or for any substantial  part of its property,  (c)
any assignment by Tenant for the benefit of creditors, (d) the failure of Tenant
generally to pay its debts as such debts become due, (e) the taking of corporate
action by Tenant in the  furtherance of any of the foregoing or (f) the entry of
a decree or order for relief by a court having jurisdiction in respect of Tenant
in any  involuntary  case under the  Bankruptcy  Laws or  appointing a receiver,
liquidator,  assignee,  custodian,  trustee, sequestrator or similar official of
Tenant or for any substantial part of its property or ordering the winding up or
liquidation  of any of its  affairs  and the  continuance  of any such decree or
order  unstayed and in effect for a period of sixty (60)  consecutive  days. The
liability of Guarantor under this Guaranty is not, and shall not be, affected or
impaired by any payment made to Landlord under or related to the Lease for which
Landlord  is  required  to  reimburse  Tenant  pursuant to any court order or in
settlement  of  any  dispute,  controversy  or  litigation  in  any  bankruptcy,
reorganization,  arrangement, moratorium or other federal or state debtor relief
proceeding.  If, during any such  proceeding,  the lease is assumed by Tenant or
any trustee or  thereafter  assigned by Tenant or any trustee to a third  party,
this  Guaranty  shall  remain in full force and effect with  respect to the full
performance  of Tenant,  any such trustee or any such third party's  obligations
under  the  Lease.  If the  Lease is  terminated  or  rejected  during  any such
proceeding or if any of the events described in Subparagraphs (a) through (f) of
this Paragraph 5 occur, as between  Landlord and Guarantor,  Landlord shall have
the  right to  accelerate  all of  Tenant's  obligations  under  the  Lease  and
Guarantor's obligations under this Guaranty. In such event, all such obligations
shall become  immediately  due and payable by  Guarantor to Landlord.  Guarantor
waives any  defense  arising  by reason of any  disability  or other  defense of
Tenant or by reason of the cessation from any cause  whatsoever of the liability
of Tenant.

6.  Subordination.  All existing and future  advances by Guarantor to Tenant and
all existing and future debts of Tenant to any Guarantor  shall be  subordinated
to all obligations owed to Landlord under the Lease and this Guaranty.

7.  Successors  and  Assigns.  This  Guaranty  binds each  Guarantor's  personal
representative, successors and assigns.

8.  Encumbrances.  If  Landlord's  Interest in the  Property or the Lease or the
rents, issues or profits therefrom are subject to any deed of trust, mortgage or
assignment for security,  any Guarantor's  acquisition of Landlord's interest in
the Property or the lease shall not affect any of Guarantor's  obligations under
this Guaranty.  In such event, this Guaranty shall nevertheless continue in full
force and  effect  for the  benefit of any  mortgagee,  beneficiary,  trustee or
assignee  or any  purchaser  at any sale by  Judicial  foreclosure  or under any
private power of sale and their  successors and assigns.  Any married  Guarantor
expressly  agrees that Landlord has recourse  against any  Guarantor's  separate
property for all of such Guarantor's obligations hereunder.

9. Guarantor's Duty.  Guarantor assumes the responsibility to remain informed of
the financial  condition of Tenant and of all other  circumstances  bearing upon
the risk of Tenant's  default which  reasonable  inquiry would reveal and agrees
that Landlord shall have no duty to advise Guarantor of Information  known to it
regarding such condition or any such circumstance.

10.  Landlord's  Reliance.  Landlord  shall not be required to inquire  into the
powers  of Tenant  or the  officers,  employees,  partners  or agents  acting or
purporting to act on its behalf and any indebtedness made or created in reliance
upon the  professed  exercise  of such  powers  shall be  guaranteed  under this
Guaranty.

11.  Incorporation of Certain Lease Provisions.  Guarantor hereby represents and
warrants to Landlord that  Guarantor has received a copy of the Lease,  has read
or had the opportunity to read the Lease and understands the terms of the Lease.
The provisions in the Lease  relating to the execution of additional  documents,
legal proceedings by Landlord against Tenant,  severability of the provisions of
the Lease,  interpretation of the Lease,  notices,  waivers, the applicable laws
which govern the  interpretation of the Lease and the authority of the Tenant to
execute the Lease are  incorporated  herein in their  entirety by this reference
and made a part hereof. Any reference in those provisions to "Tenant" shall mean
each  Guarantor and any reference in those  provisions to the "Lease" shall mean
this Guaranty except that (a) any notice which Guarantor  desires or is required
to provide to Landlord  shall be effective  only if signed by Guarantor  and (b)
any notice which Landlord  desires or is required to provide to Guarantor  shall
be sent to Guarantor at Guarantor's address indicated below or, if no address is
indicated below, at the address for notices to be sent to Tenant under the Lease


Signed on March 21, 2005    Manchester Technologies, Inc. a New York corporation
 50 Marcus Blvd.               By: /s/ Barry Steinberg
 ---------------               -- ------------------
  Street Address                Barry Steinberg, CEO

Hauppauge, NY 11788  ***
-------------------
 Guarantor's Address