<PAGE>

                                                                   Exhibit 10.20

                                     LEASE



                        STERLING NETWORK EXCHANGE, LLC,
                     a Delaware limited liability company

                                 ("Landlord")

                                      and

                                 INFLOW, INC.,
                            a Delaware corporation

                                  ("Tenant")





<PAGE>

                               TABLE OF CONTENTS

                                                               Page

ARTICLE 1. TERM AND POSSESSION...................................4

  1.1  Term......................................................4
  1.2  Surrender.................................................4
  1.3  Holdover..................................................4
  1.4  Option to Renew...........................................4

ARTICLE 2. RENT..................................................5

  2.1  Base Rent ................................................5
  2.2  Adjustments...............................................6
  2.3  Late Charges .............................................6
  2.4  Nature of Payments .......................................6

ARTICLE 3. SECURITY DEPOSIT......................................6
ARTICLE 4. USE...................................................7

  4.1  Permitted Use.............................................7
  4.2  Restrictions .............................................7
  4.3  Compliance with Law ......................................7
  4.4  Environmental Matters.....................................8
ARTICLE 5. TAXES ...............................................10

  5.1  Tenant's Taxes ..........................................10
  5.2  Rental Taxes.............................................10

ARTICLE 6. PARKING AND COMMON USE AREAS.........................10

  6.1  Common Facilities .......................................10
  6.2  Parking .................................................10

ARTICLE 7. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES...11

  7.1  Payment .................................................11
  7.2  Allocation ..............................................13
  7.3  Gross-up ................................................13

ARTICLE 8. CONSTRUCTION.........................................13

  8.1  Delivery.................................................13
  8.2  Condition................................................13
  8.3  Costs of Construction ...................................14
  8.4  Tenant's Work ...........................................14
  8.5  Alterations and Approval ................................14
  8.6  Approval Conditions .....................................15
  8.7  Performance of Tenant's Work ............................16
  8.8  Additional Provisions....................................16
  8.9  Provisions Concerning Installations on and
       Access to Roof...........................................17
  8.10 Generator................................................17
  8.11 Floor Loading Capacity...................................18
  8.12 Liens....................................................18


                                      -i-
<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                    Page

     8.13 Security System............................................18

ARTICLE 9. REPAIR/MAINTENANCE[UTILITIES/ACCESS.......................19

     9.1  Landlord's Responsibilities ...............................19
     9.2  Tenant's Obligations ......................................19
     9.3  Janitorial Services .......................................19
     9.4  Utilities..................................................20
     9.5  Telecommunication Services.................................20
     9.6  Access.....................................................21

ARTICLE 10. TENANT'S WORK, ALTERATIONS AND PERSONAL PROPERTY.........21
ARTICLE 11. CERTAIN RIGHTS RESERVED BY LANDLORD......................22
ARTICLE 12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE.........23

     12.1 Tenant's Responsibility....................................23
     12.2 Insurance..................................................23
     12.4 Waiver of Subrogation......................................24
     12.5 Landlord's Insurance.......................................24

ARTICLE 13. FIRE AND CASUALTY........................................24
ARTICLE 14. CONDEMNATION.............................................25
ARTICLE 15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD..............25

     15.1 Transfer by Tenant.........................................25
     15.2 Permitted Transfers .......................................26
     15.3 Co-location Not a Transfer.................................27
     15.4 Splitting Profits..........................................27
     15.5 Continued Responsibility ..................................27
     15.6 Sale of Property ..........................................27

ARTICLE 16. ESTOPPEL CERTIFICATE.....................................27

     16.1 Certification..............................................27
     16.2 Failure to Provide.........................................28

ARTICLE 17. LANDLORD'S REMEDIES......................................28

     17.1 Events of Default..........................................28
     17.2 Remedies...................................................28
     17.4 Subleases..................................................29
     17.5 Disputes; Arbitration......................................29
     17.6 Attorneys' Fees............................................30

ARTICLE 18. NOTICES..................................................30
ARTICLE 19. SUBORDINATION/QUIET ENJOYMENT ...........................30

     19.1 Subordination .............................................30
     19.2 Quiet Enjoyment ...........................................30
     19.3 Waiver of Landlord's Lien..................................31


                                     -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                   Page

ARTICLE 20. BROKERS.................................................31
ARTICLE 21. RELOCATION..............................................31
ARTICLE 22. SIGNAGE.................................................31
ARTICLE 23. GENERAL PROVISIONS......................................31

  23.1  Force Majeure...............................................32
  23.2  Rules.......................................................32
  23.3  Captions....................................................32
  23.4  Integration.................................................32
  23.5  No Offer....................................................32
  23.6  No Waiver...................................................32
  23.7  Deadlines...................................................33
  23.8  No Accord or Satisfaction...................................33
  23.9  Non-Recourse Liability......................................33
  23.10 Governing Law; Choice of Forum..............................33
  23.11 Exhibit.....................................................33
  23.12 Successors and Assigns......................................33
  23.13 Confidentiality.............................................33
  23.14 Landlord's Warranties.......................................34
  23.15 Zoning......................................................34

ARTICLE 24. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS............34

  24.1  Co-location ................................................34
  24.2  Right to Serve Other Tenants ...............................34
EXHIBIT A - FLOOR PLAN OF THE PREMISES .............................37
EXHIBIT B - SITE PLAN OF THE PROJECT ...............................38
EXHIBIT C - WORK LETTER ............................................39
EXHIBIT D - RULES AND REGULATIONS ..................................45
EXHIBIT E - ROOFTOP INSTALLATIONS ..................................47
EXHIBIT F - GENERATOR ROOM .........................................48


                                    - iii -
<PAGE>

                                     LEASE

     THIS LEASE is made this ____ day of February, 2000, by and between STERLING
NETWORK EXCHANGE, LLC, a Delaware limited liability company ("Landlord"), and
INFLOW, INC., a Delaware corporation ("Tenant").

     Landlord hereby leases to Tenant and Tenant leases from Landlord, for the
term and upon the conditions and agreements set forth in this Lease, the
Premises (as defined below).

                            BASIC LEASE PROVISIONS
                            ----------------------

A.   The Premises: Suite 202 in the Building, totaling approximately 39,146
     square feet of rentable area (34,040 square feet of useable area) and
     Tenant's two Generator Rooms each consisting of 500 square feet of useable
     area all as illustrated on the attached Exhibits A and F. Notwithstanding
     that the area of both Generator Rooms is part of Premises for all other
     purposes under this Lease, the 500 square foot area of one of the Generator
     Rooms shall not be part of the rentable square footage used in calculating
     rent and other changes hereunder. The other Generator Room shall be
     included in such calculations at 575 rentable square feet, resulting in a
     total rentable area of 39,721 square feet. The foregoing numbers are
     subject to adjustment as provided in Section 2.2 below.

B.   The Building: The building located at 120 East Van Buren Avenue, Phoenix,
     Arizona, 85004.

C.   Project: The Downtown Phoenix Technology Exchange, consisting of the
     Building and any common facilities used in connection with the Building and
     Premises as reasonably determined from time to time by Landlord. A general
     Site Plan of the Project is attached hereto as Exhibit B.

D.   Names of Guarantors: [INTENTIONALLY OMITTED]

E.   Security Deposit: $59,581.50

F.   The Initial Term: Ten (10) years, beginning on the Rent Commencement Date
     (which is the date 131 days after the Commencement Date) and ending on the
     last day of the calendar month during which the tenth anniversary of the
     Rent Commencement Date occurs (the "Expiration Date").

G.   Estimated Commencement, Rent Commencement, and Expiration Dates: June 1,
     2000, October 10, 2000, and September 30, 2010, respectively.

H.   Base Rent:

                                       1
<PAGE>

<TABLE>
<CAPTION>
       Period               Annual Base Rent     Annual Base Rent    Monthly Payment
       ------               ----------------     ----------------    ---------------
                           Per Rentable Sg. Ft.
                           --------------------
<S>                        <C>                   <C>                 <C>

  Commencement Date               $18.00                NONE -              NONE
      through                                         ABATEMENT          ABATEMENT
Rent Commencement Date                                 PERIOD             PERIOD
   (131 days after
  Commencement Date)

 Rent Commencement Date           $18.00             $714,978.00         $59,581.50
through Expiration Date
</TABLE>
The foregoing chart reflects (i) a 30 day free rent period, and (ii) a $5.00 per
rentable square foot Base Rent Abatement Period between the Commencement Date
and the Rent Commencement Date, amounting to a discount of $198,605.00 (applied
from the Commencement Date on a per them Base Rent rate of $1,958.84, for 101
days, with a discount on the following month's rent of $762.16).

I.   Renewal Terms: Two (2) renewal options of five (5) years each, at 100% of
     the then market rate, subject to the provisions of paragraph 1.4 .

J.   Description of Tenant's Business: The installation, operation, and
     maintenance of equipment and facilities in connection with Tenant's
     telecommuni cations business, including office use ("Permitted Use").

K.   [INTENTIONALLY OMITTED).

L.   Tenant's Notice Addresses:

            Inflow, Inc.
            938 Bannock Street, Suite 300
            Denver, Colorado 80204
            Attn: John W. Coons

            with a copy to:
            Inflow, Inc.
            120 East Van Buren Avenue, Suite 202
            Phoenix, Arizona 85004
            Attn: General Manager

            And a copy to:
            Inflow, Inc.
            938 Bannock Street, Suite 300
            Denver, Colorado 80204
            Attn: Legal Department




                                       2
<PAGE>

          Telephone Numbers for Access Under Article 11(b) and (c):

               303-824-3000      , or such other numbers of which
          -----------------------
          Tenant gives notice to Landlord from time to time.


M.   Landlord's Notice Address:

          Sterling Network Exchange, LLC
          650 Dundee Road, Suite 370
          Northbrook, IL 60062
          Attn: Anthony L. Wanger

          With a copy to:
          Fennemore Craig
          3003 North Central Avenue, Suite 2600
          Phoenix, AZ 85012
          Attn: Elizabeth M. Behnke (87550.009)

N.   Tenant's Designated Broker: Node Com, Inc.

0.   Landlord's Designated Broker: Cushman & Wakefield of Arizona, Inc.

P.   Tenant's pro rata share: 13.81%, calculated on the basis of 39,721
rentable square feet in the Premises and 287,500 rentable square feet in the
Building. The parties acknowledge that the foregoing total rentable square
footage for the Building represents Landlord's good faith estimate based on
information available as of the date of this Lease. On or before the earlier of
(i) the date on which the Building is fully leased, or (ii) August 30, 2000,
Landlord will provide to Tenant its architect's certification of the actual
total rentable square footage of the Building and the Premises, calculated
pursuant to Section 2.2 below. Landlord's architect's certification shall be
subject to verification by Tenant's architect and Landlord and Tenant agree to
use good faith efforts to resolve any discrepancies.

Q.   Parking: Three (3) covered, reserved parking spaces at no additional charge
for the Term (the parking ratio for the Project being 1:10,000 sf); and twenty-
seven (27) parking spaces in an adjacent parking lot owned by a third party at
the rate of $60.00 per space per month, subject to the provisions of Section
6.2.

R.   Exhibits:

     Exhibit A, Floor Plan of the Premises
     Exhibit B, Site Plan of the Project
     Exhibit C, Work Letter
     Exhibit D, Rules and Regulations
     Exhibit E, Rooftop Installation Area
     Exhibit F, Generator Room


                                       3
<PAGE>

ARTICLE 1. TERM AND POSSESSION

1.1   Term. The Term of this Lease shall commence on the Commencement Date and
shall expire on the last day of the calendar month in which the tenth
anniversary of the Commencement Date occurs. The Commencement Date of this Lease
will be the earlier of: (i) the date that Tenant commences its business
operations in the Premises, or (ii) 90 days after the Delivery Date. The
anticipated Delivery Date is March 1, 2000. If Landlord fails to deliver the
Premises, with demising walls in place and those items in Exhibit C to be
completed prior to the Delivery Date complete, to Tenant on or before the
Delivery Date, the Commencement Date shall be delayed two days for each day past
the Delivery Date the Premises notwithstanding that Tenant has commenced
business operations in the Premises. Upon request of either party after the Term
has commenced, Landlord and Tenant shall jointly execute a memorandum confirming
the Commencement Date.

1.2   Surrender. Upon the termination or expiration of this Lease or upon the
termination of Tenant's right of possession, whether by lapse of time or
otherwise, Tenant shall at once surrender possession of the Premises to Landlord
and remove Tenant's property as provided in this Lease.

1.3   Holdover. Tenant shall have no right to hold over after the expiration of
the Term of this Lease without Landlord's consent. If, with Landlord's consent,
Tenant holds over after the expiration of this Lease, Tenant shall become a
tenant from month to month only, upon all of the terms of this Lease except that
the amount of the Base Rent shall be increased to an amount equal to 150% of the
Base Rent in effect immediately prior to the expiration.

1.4   0ption to Renew.

      (a) Renewal. Provided that no material, uncured Event of Default by Tenant
exists at the time of Tenant's exercise of the option or at the commencement of
a Renewal Term, and no circumstance exists which, if continued uncured, will,
with the lapse of time or the giving of notice, or both, constitute a material
Event of Default, then Tenant shall have, and is hereby granted, the option to
extend the Initial Term for the additional periods set forth in Basic Lease
Provisions paragraph I above (each, a "Renewal Term"). Except as set forth
below, Tenant's occupancy of the Premises during the Renewal Term shall be
governed by all of the terms, conditions, covenants and provisions of the Lease
except that Tenant shall have no further option to extend the Term of this Lease
after the expiration of the final Renewal Term. If Tenant desires to exercise
its option to extend the Term, it must give Landlord notice in writing ("Option
Notice") of its intent to do so at least nine (9), but no more than twelve (12),
months prior to the expiration of the then-current Term or Renewal Term.

      (b)  Annual Base Rent During the Renewal Term.

           (i) The Base Rent during each Renewal Term will be the "then fair
market rental value of the Premises" as defined below, but not less than the
Base Rent payable in the last year of the preceding Term (or Renewal Term, as
the case may be). Landlord and Tenant shall have thirty (30) days after Landlord
receives the Option Notice within which to agree on the


                                       4
<PAGE>

Annual Base Rent for the Renewal Term based upon the then fair market rental
value of the Premises. If the parties agree on the Base Rent for the Renewal
Term within thirty (30) days, they shall amend this Lease by stating the Base
Rent for the Renewal Term.

          (ii)  If Landlord and Tenant are unable to agree on the Base Rent for
the Renewal Term within the thirty (30) day period, then the "then fair market
value of the Premises" shall be determined in accordance with the below.

          (iii) The "then fair market rental value of the Premises" means the
annual per square foot amount that a willing, comparable Tenant would pay and a
willing, comparable Landlord would accept at arm's length for a new five (5)
year lease (for non-renewable and nonexpansion space, unless the renewal or
expansion are pursuant to a comparable definition of fair market rental value)
for delivery on or about the applicable delivery or effective date, for
comparable non-sublease, non-encumbered, non-renewal space in the Building. The
value of Tenant's trade fixtures and equipment and Tenant Improvements
constructed and paid for by Tenant shall not be factored into the fair market
value determination. Notwithstanding the foregoing, the then fair market rental
value of the Premises for the Renewal Tenn will not be less than the Base Rent
payable during the last year of the preceding Term.

          (iv)  Within seven (7) days after the expiration of the thirty (30)
day period set forth above, Landlord and Tenant shall each appoint a real estate
appraiser with at least five full years full-time commercial appraisal
experience in the area in which the Premises are located to appraise the then
fair market rental value of the Premises. If either the Landlord or the Tenant
does not appoint an appraiser within ten days after the other has given notice
of the name of its appraiser, the single appraiser appointed shall be the sole
appraiser and shall set the then fair market rental value of the Premises. If
two appraisers are appointed pursuant to this paragraph, they shall meet
promptly and attempt to set the then fair market rental value of the Premises.
If they are unable to agree within the thirty (30) days after the second
appraiser has been appointed, they shall attempt to elect a third appraiser
meeting the qualifications stated in this paragraph within ten (10) days after
the last day the two appraisers are given to set the then fair market rental
value of the Premises. If they are unable to agree on the third appraiser,
either the Landlord or Tenant may petition the presiding civil court judge of
the Maricopa County Superior Court for the selection of a third appraiser who
meets the qualifications stated in this paragraph. Within thirty (30) days after
the selection of the third appraiser, a majority of the appraisers shall set the
then fair market rental value of the Premises. If a majority of the appraisers
are unable to set the then fair market rental value of the Premises within
thirty (30) days after selection of the third appraiser, the three appraisals
shall be averaged and the average shall be the then fair market rental value of
the Premises. Landlord and Tenant shall split equally the cost of appointing the
appraisers and of paying the appraiser's fees.

ARTICLE 2. RENT

2.1  Base Rent. Commencing on the Rent Commencement Date, Tenant shall pay to
Landlord during the Term of this Lease at the office of Landlord or at such
other place as Landlord may designate, without notice, demand, deduction, or
set-off, Base Rent in the applicable amounts as set forth in Basic Lease
Provisions paragraph H (or, for Renewal Terms,

                                       5
<PAGE>

as determined under Article 1.4 above), subject to adjustments as provided in
Section 2.2, in advance on the first day of each calendar month. If the Rent
Commencement Date does not occur on the first day of a calendar month, Tenant
shall pay rent on the Rent Commencement Date for the actual days of the
fractional month on a pro rata basis.

2.2  Adjustments. On or before the Commencement Date, the Base Rent and all
other figures hereunder calculated on the basis of square footage, including the
Abatement Period, shall be adjusted based on the actual rentable square feet of
space in the Premises as determined by the approved plans and specifications,
provided that the "common area factor" or "load factor, shall not exceed 12% and
the useable area of the Premises shall, in addition to the load factor, be
subject to a stipulated 3% riser load factor. All references to "rentable" or
"useable" square feet shall be deemed measured in accordance with American
National Standard Z65.1-1996, as published by BOMA International, and the
calculations of the usable square footage of the Premises shall be subject to
verification by Tenant (but the rentable square footage shall be determined as
set forth in this section).


2.3  Late Charges. Any amount due from Tenant to Landlord which is not paid
within five (5) days after the date on which it is due shall bear interest at
four percent (4%) in excess of the prime rate as reported from time to time in
the Money Rates section of the Wall Street Journal, from the due date until
paid, but the payment of such interest shall not excuse or cure any default by
Tenant under this Lease.

2.4  Nature of Payments. All sums required to be paid by Tenant under this
Lease, whether or not so designated, are rent.

ARTICLE 3. SECURITY DEPOSIT

     Concurrently with the execution of this Lease, Tenant shall deposit with
Landlord the sum set forth in Basic Lease Provisions Paragraph E (the "Security
Deposit"), as security for the full and faithful performance of this Lease. If
Tenant defaults with respect to any provision of this Lease, Landlord may apply
all or any part of the Security Deposit for the payment of any sum in default,
or for the payment of any other amount which Landlord may spend or become
obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's
default. Application of the Security Deposit shall not constitute a cure of the
default by Tenant to which the application relates unless Tenant timely
replenishes the Security Deposit as set forth in the following sentence. If any
portion of the Security Deposit is so applied, Tenant shall, within five days
after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount. Landlord
shall not be required to keep the Security Deposit separate from its general
funds, and Tenant shall be entitled to interest on the deposit at the rate of
4.5% per annum. If Tenant shall fully and faithfully perform every provision of
this Lease to be performed by Tenant, the Security Deposit or any balance
thereof shall be returned to Tenant (or, at Landlord's option, to the last
assignee of Tenant's interest) promptly following the expiration of the Term.

                                       6
<PAGE>

ARTICLE 4. USE

4.1  Permitted Use. Tenant shall use and occupy the Premises for the purposes
set forth in Basic Lease Provisions Paragraph J and shall use them for no other
purpose whatsoever without Landlord's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.

4.2  Restrictions. Landlord acknowledges that Tenant's use of the Premises for
the Permitted Use and installation of equipment as permitted in this Lease,
including, without limitation, Tenant's and Tenant's customers' equipment, as
well as Tenant's generators and HVAC, equipment does not violate the following
restrictions. Tenant shall, subject to the terms of this Lease:

     (a) Not use or permit upon the Premises anything that would invalidate any
policies of insurance now or hereafter carried on the Premises or that will
increase the rate of insurance on the Premises, unless Tenant agrees to pay any
such increased premiums;

     (b) Pay all additional insurance premiums which may be caused by the use
which Tenant shall make of the Premises;

     (c) Not in any manner deface or injure the Premises, except as required in
connection with Tenant's Work and other alterations made by Tenant and approved
by Landlord;

     (d) Not do anything or permit anything to be done upon the Premises in any
way tending to create a nuisance, or tending to disturb any other lessee in the
Building, including, without limitation, any of the following: the playing of
music audible outside the Premises, the placement of signs in or displayed
through any window or door (except as permitted in this Lease or otherwise
approved by Landlord); the creation of a nuisance; the releasing of offensive
odors to the exterior of the Premises, lodging, or manufacturing;

     (e) Not commit or suffer to be committed any waste upon the Premises;

     (f) Not violate any recorded restriction or covenant affecting the
Project of which notice has been given to Tenant by Landlord, nor use the
Premises for any purpose which would be in violation of any exclusive rights or
use granted to other tenants or occupants in the Project of which notice has
been given to Tenant by Landlord;

     (g) Not install business machines or other machinery which cause noise or
vibration that may be transmitted to the structure of the Building.

4.3  Compliance with Law. Tenant, as to the Premises and Tenant's business
therein, and Landlord, as to the Common Areas and the services provided by
Landlord, shall comply with all present and future federal, state and local
laws, ordinances, orders, rules and regulations, including, without limitation
the Americans with Disabilities Act (collectively, "Laws"). Tenant shall procure
all permits, certificates, licenses and other authorizations required by
applicable Law relating to Tenant's business or Tenant's use or occupancy of the
Premises or Tenant's


                                       7
<PAGE>

activities on the Premises. Tenant and Landlord shall make all reports and
filings required by applicable Laws. Tenant and Landlord shall defend, indemnify
and hold harmless each other and each other's present and future officers,
directors, employees, partners and agents from and against all claims, demands,
liabilities, fines, penalties, losses, costs, members, and expenses, including
but not limited to costs of compliance, remedial costs, and reasonable
attorneys' fees, arising out of or relating to any failure of Tenant or Landlord
to comply with applicable Laws.

4.4  Environmental Matters.
     ----------------------

     (a) Hazardous Materials. Tenant shall not cause, or permit or allow any of
Tenant's employees, agents, customers, visitors, invitees, licensees,
contractors, assignees, or subtenants (collectively, "Tenant's Parties") to
cause or permit any Hazardous Materials to be brought upon, stored,
manufactured, generated, blended, handled, recycled, treated, disposed or used
on, under or about the Premises, the Building, the common facilities, or the
Project, except for (i) materials contained in the equipment and computer room
facilities for equipment such as batteries, cooling systems, and diesel
generators, or (ii) routine office and janitorial supplies in usual and
customary quantities, all stored, used, and disposed of in accordance with
applicable Environmental Laws. As used herein, "Hazardous Materials" means any
chemical, substance, material, controlled substance, object, condition, waste,
living organism or combination thereof which is or may be hazardous to human
health or safety or to the environment due to its radioactivity, ignitability,
corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity,
phytotoxicity, infectiousness or other harmful or potentially harmful properties
or effects, including, without limitation, petroleum and petroleum products,
asbestos, radon, polychlorinated biphenyls (PCBs) and all of those chemicals,
substances, materials, controlled substances, objects, conditions, wastes,
living organisms or combinations thereof which are now or become in the future
listed, defined or regulated in any manner by an Environmental Law based upon,
directly, or indirectly, such properties or effects. As used herein,
"Environmental Laws" means any and all federal, state or local environmental,
health or safety-related laws, regulations, standards, decisions of courts,
ordinances, rules, codes, orders, decrees, directives, guidelines, permits or
permit conditions, currently existing and as amended, enacted, issued or adopted
in the future which are or become applicable to Tenant, the Premises, the
Building, the common facilities or the Project. Tenant and Tenant's Parties
shall comply with all Environmental Laws and promptly notify Landlord of the
violation of any Environmental Law or presence of any Hazardous Materials, other
than the exceptions permitted above, on the Premises.

     (b) Environmental Audit. Upon reasonable prior notice to Tenant, Landlord
may retain an environmental consultant or engineer to conduct an audit or
environmental assessment of the Premises and Tenant's compliance with applicable
laws, rules and regulations. Tenant shall extend its full cooperation with the
audit or investigation. If Tenant is found not to be substantially in compliance
with applicable law, the entire cost of the audit or assessment shall be paid by
Tenant to Landlord within ten (10) business days after demand; otherwise the
cost shall be borne by Landlord.

     (c) Indemnification. Tenant shall indemnify, protect, defend (by counsel
reasonably acceptable to Landlord) and hold harmless Landlord and its partners,
members, directors,


                                       8
<PAGE>

officers, employees, shareholders, lenders, agents, contractors and each of
their respective successors and assigns (individually and collectively,
"Indemnitees") from and against any and all claims, judgments, causes of action,
damages, penalties, fines, taxes, costs, liabilities, losses, and expense
arising at any time during or after the Term as a result (directly or
indirectly) of or in connection with (i) Tenant's or Tenant's Parties' breach of
any prohibition or provision of this Article, or (ii) the presence of Hazardous
Materials on, under or about the Premises or other property as a result
(directly or indirectly) of Tenant's or Tenant's Parties' activities in
connection with the Premises, unless and to the extent caused by any breach of
Landlord's obligations under this Lease. This indemnity shall include the cost
of any required or necessary repair, cleanup or detoxification, and the
preparation and implementation of any closure, monitoring or other required
plans, whether such action is required or necessary prior to or following the
termination of this Lease. Neither the written consent by Landlord to the
presence of Hazardous Materials on, under or about the Premises, nor the strict
compliance by Tenant with all Environmental Laws, shall excuse Tenant from
Tenant's obligation of indemnification pursuant hereto. Landlord will name
Tenant as additional insured under American International Specialty Lines
Pollution Legal Liability Select Policy (the "Environmental Insurance"). To the
extent not covered by the Environmental Insurance, Landlord shall indemnify,
protect, defend (by counsel reasonably acceptable to Tenant), and hold harmless
Tenant and its partners, members, directors, officers, employees, shareholders,
lenders, agents, contractors, and each of their respective successors and
assigns from and against any and all claims, judgments, causes of action,
damages, penalties, fines, taxes, costs, liabilities, losses, and expenses,
arising at any time during or after the term of this Lease in connection with
(i) Landlord's or Landlord's Parties breach of any prohibition or provision of
this Article, or (ii) the presence of Hazardous Materials on, under, or about
Project not caused by Tenant or Tenant's Parties . Landlord's and Tenant's
obligations pursuant to the foregoing indemnities shall survive the termination
of this Lease.

     (d) To Landlord's knowledge there are or will be no Hazardous Materials,
including lead based paint or asbestos in the Premises in violation of
applicable Environmental Laws as of the Delivery Date. Landlord warrants that as
of the Delivery Date there will be no Hazardous Materials in the Premises,
including without limitation asbestos or lead based paint, that will with
Tenant's construction of improvements or use of the Premises. Landlord shall not
cause, or permit or allow any of Landlord's employees, agents, customers,
visitors, invitees, licensees, contractors, assignees, or tenants (collectively,
"Landlord's Parties") to bring upon, store, manufacture, generate, blend,
handle, recycle, treat, dispose or use Hazardous Materials on, under or about
the Building, the common facilities, or the Project, except for (i) materials
contained in the equipment and computer room facilities of Landlord's tenants
for equipment such as batteries, cooling systems, and diesel generators, (ii)
routine office and janitorial supplies in usual and customary quantities, or
(iii) materials as required by governmental agencies with jurisdiction, all
stored, used, and disposed of in accordance with applicable Environmental Laws.
Landlord and Landlord's Parties shall comply with all Environmental Laws and
promptly notify Tenant of the violation of any Environmental Law or presence of
any Hazardous Materials in the Project.


                                      9
<PAGE>

ARTICLE 5. TAXES

5.1 Tenant's Taxes. Tenant shall pay, prior to delinquency, all taxes assessed
against or levied upon Tenant's trade fixtures, furnishings, equipment and other
personal property located in or upon the Premises. Tenant shall use reasonable
business efforts to cause the trade fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the real property of
which the Premises form a part. If any of Tenant's trade fixtures, furnishings,
equipment, and other personal property is assessed and taxed with the real
property, Tenant shall pay to Landlord Tenant's share of the taxes within ten
business days after delivery to Tenant by Landlord of a statement in writing
setting forth the amount of the taxes applicable thereto.

5.2 Rental Taxes. Tenant shall, simultaneously with the payment of any sums
required to be paid under this Lease as rent, additional rent, or otherwise, pay
Landlord for any sales, use, rental, transaction privilege, or other excise tax
imposed or levied on, or measured by, the amount paid. If any tax, surcharge or
regulatory fee is imposed by any governmental authority upon or with respect to
parking, parking fees paid or received, parking spaces, or vehicles parking in
the parking spaces in the common facilities, Tenant shall pay the same as
additional rent hereunder with the monthly installments of Base Rent or as
otherwise required from time to time by Landlord.

ARTICLE 6. PARKING AND COMMON USE AREAS

6.1 Common Facilities. All parking areas, access roads, driveways, pedestrian
sidewalks and ramps, landscaped areas, drainage facilities, exterior lighting,
signs, courtyards, corridors, elevators, entryways, public restrooms, risers,
utility vaults or closets, and other areas and improvements (all of which are
referred to as "common facilities" or "common areas") provided by Landlord for
the general use in common of tenants, their officers, agents, employees,
customers and other invitees shall at all times be subject to the exclusive
control and management of Landlord and Landlord shall have the right from time
to time to modify, enlarge, or eliminate the same so long as such modification,
enlargement, or reduction does not materially, adversely affect access to or the
use of the Premises for Tenant's business. Tenant shall, at all times, have
unrestricted access to the Premises, and Landlord shall endeavor to have at
least one elevator operational at all times. Landlord shall have the right from
time to time to establish, modify and enforce reasonable rules and regulations
with respect to the common areas as set forth in section 23.2 below. Tenant's
right to use the Premises includes the non-exclusive right to use the common
facilities.

6.2 Parking. Tenant shall be entitled to the exclusive use of the number and
type of parking space(s) in the Project as set forth in Basic Lease Provisions
paragraph Q. No storage of vehicles or parking for more than twenty-four (24)
hours is allowed without Landlord's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed. Tenant acknowledges and
agrees that Landlord is not liable for damage, loss or theft of property or
injury to persons in, upon or about the parking area from any cause whatsoever
except Landlord's gross negligence or intentional misconduct. Landlord shall
have the right to establish, and from time to time change (including relocating
reserved covered parking spaces), alter and amend, and to enforce against all
users of the parking area such reasonable requirements



                                      10
<PAGE>

and restrictions as Landlord deems necessary and advisable for the proper
operation and maintenance of the parking area. Tenant and Tenant's Parties shall
be entitled to park in Tenant's parking spaces in the Project but, unless Tenant
and Tenant's Parties participate in a sticker or vehicle tag program, Landlord
shall have no obligation to enforce the exclusivity of Tenant's parking or to
ensure that non-Tenant parties do not park in Tenant's spaces. In addition to
the above referenced parking spaces, Landlord will obtain for Tenant 27 parking
spaces in a parking lot adjacent to the Project ("Adjacent Lot') at $60.00 per
space per month. The foregoing spaces shall be on a month to month basis,
subject to all terms, conditions, rules, and regulations imposed by the owners
or operators of the Adjacent Lot, and Landlord shall not be liable for
unavailability of spaces, any increase in price of the spaces, or damage, loss,
or theft of property or injury to persons in, upon, or about the Adjacent Lot.
If spaces become unavailable in the Adjacent Lot, Landlord will use good faith
efforts to assist Tenant in obtaining additional parking in the vicinity of the
Building.

ARTICLE 7. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES

7.1 Payment. Tenant shall pay Tenant's pro rata share of the Building's and
Project's operating costs ("Operating Costs"). The Operating Costs consist of
those reasonable costs and expenses actually incurred and directly associated
with managing, operating, maintaining, and repairing the Building and the
Project, determined in accordance with generally accepted accounting principles
consistently applied, including all electrical, heating, ventilating, air
conditioning, plumbing and other building systems (but not the cost for the
supply and use of such utilities by tenants) and the roof, any skylights,
interior and exterior walls; service and maintenance contracts; fire sprinkler
monitoring charges; energy management costs; real property taxes and general and
special assessments; wages, salaries and employee benefits of persons performing
services in connection with the Building or the Project; common area utilities;
parking lot sweeping, sealing, patching and restriping; public liability and
property damage insurance, fire and extended coverage insurance, and rent
interruption insurance; supplies, materials, tools, parts, and equipment;
equipment rental charges; bookkeeping, accounting, legal and other professional
charges and expenses; fees for permits and licenses; administrative expenses;
taxes other than real property taxes, including but not limited to transit
taxes, water and sewer rents, taxes based upon the receipt of rent (as
applicable to Operating Costs only) including, without limitation, gross
receipts taxes applicable to rent personal property taxes imposed upon fixtures,
machinery, equipment, apparatus, appurtenances, furniture and other personal
property used in connection with the Project (but specifically excluding excess
profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes); service and
maintenance contracts; signage; landscaping; and a management fee not exceeding
10% of the other Operating Costs. The cost of capital improvements incurred by
Landlord to comply with changes after the date of this Lease in the Americans
with Disabilities Act or other Law in the common areas shall be amortized over
its useful life and the amortization amount included in Operating Costs.
Landlord shall use reasonable efforts to keep Operating Costs at reasonable
amounts while maintaining a high quality project. Operating Costs shall not
include the replacement of or structural repairs to the roof or the exterior
walls; repairs to the extent covered by warranty, indemnity agreements, surety
bonds, or actual insurance proceeds or insurance proceeds that would have been
received had Landlord maintained the insurance required by this Lease, whichever
is greater; alterations


                                      11
<PAGE>

within leased premises of other tenants for their sole or principal benefit;
costs in excess of the arms-length cost of any goods or services acquired from
any affiliate of Landlord; costs incurred as the result of the gross negligence
or intentional misconduct of Landlord or its agents; costs, services or other
benefits which are not offered to Tenant, or for which Tenant is charged
directly but which are provided to another tenant or occupant of the Project;
costs incurred due to the violation or alleged violation by Landlord of the
terms and conditions of any lease, contract or other obligation; costs incurred
due to the violation or alleged violation by the Project of any Law which is in
effect on the date of this Lease; costs incurred due to the violation or alleged
violation by Landlord of any Law; costs arising from or related to the presence
in or about the Project or the clean-up or remediation of Hazardous Materials;
any types of utility services (including, without limitation, water, gas,
electricity, sewer and telephone) that at any time during the Term are
separately metered or contracted for and paid for by Tenant directly, or to the
extent serving any portions of the Project except the common areas; expenses for
which Landlord has, or will be required to be reimbursed from insurance, another
tenant (other than pursuant to an operating expense clause similar to this
Section) or another source; depreciation, amortization and other non-cash items;
ground rents; financing costs, including principal, interest, points, fees,
mortgage or similar taxes and other costs of obtaining and maintaining the s
ame, whether for the Project or for any equipment or other items for or used in
connection with the Project; Landlord's general overhead; capital improvements,
except as noted above; costs incurred for the repair of latent defects in the
Building; art and objects of art; common area decorations; tools and equipment
except to the extent used solely for the Building; costs of obtaining
reductions, referrals or abatements of taxes except to the extent of the savings
achieved; political contributions; and costs of marketing space in the Building,
leasing commissions, attorneys' fees, space planning costs, and other costs and
expenses incurred in connection with leasing of any portion of the Project. The
Operating Costs for the calendar year 2000 are estimated to be $3.09 per
rentable square foot. Commencing after the first full calendar year of the Term,
on the first day of each month Tenant shall pay a monthly advance charge on
account of Tenant's pro rata share of the Operating Costs. The amount of the
monthly charge shall be established by Landlord and may be adjusted from time to
time by Landlord to reflect the actual cost. Within 90 days after the end of
each fiscal year as established by Landlord, Landlord shall provide to Tenant a
reasonably detailed summary of the actual Operating Costs, including back-up
materials as reasonably requested by Tenant, showing Tenant's actual share and
the amount by which Tenant has overpaid or underpaid (the "Statement"). Any
overpayment shall be credited to Tenant's Operating Costs account no later than
the beginning of the next monthly period, except that at the end of the Term,
including any exercised Renewal Option, any overpayment shall be refunded to
Tenant. Any deficiency shall be payable within ten business days after receipt
of the Statement. Tenant may audit, inspect, or review Landlord's books and
records concerning Operating Costs for the two years preceding the year in which
the audit takes place. Tenant shall give Landlord notice within 90 days after
receipt of the Statement that Tenant wishes to audit Landlord's books and
records concerning Operating Costs at Landlord's office where such books and
records are maintained. Tenant may not audit more frequently than one time per
year. The audit shall be conducted by a qualified person within 30 days after
the notice from Tenant to Landlord. If Tenant's audit determines that an error
has been made, Landlord and Tenant shall endeavor to agree upon the matter,
failing which such matter shall be submitted to an independent certified public
accountant selected by Landlord with Tenant's approval, for a determination
which will be conclusive and binding upon Landlord and Tenant.


                                      12
<PAGE>

All costs incurred by Tenant for Tenant's audit shall be paid for by Tenant
unless an error is determined to exist pursuant to the procedure outlined above
of more than five percent (5%) of the Operating Costs, in which event Landlord
shall reimburse Tenant for such costs. If it is determined that any portion of
the Operating Costs were not properly chargeable to Tenant, then Landlord shall
promptly credit or refund, at Tenant's option, the appropriate sum to Tenant,
and the Operating Costs payment to be made by Tenant shall be adjusted, if
required.

7.2 Allocation. Tenant's pro rata share of the Operating Costs shall be the
proportion that the rentable area of the Premises bears to the total rentable
area of the Building. Landlord's allocation methodology shall be consistent
throughout the Lease Term. The Operating Costs for the fiscal year in which this
Lease commences or terminates shall be apportioned so that Tenant shall not be
responsible for costs that relate to periods prior to or subsequent to the Term
of this Lease except any period of holding over.

7.3 Gross-up. The Operating Costs shall be adjusted to reflect level of
occupancy such that the cost of services provided to tenants, if any, which are
not provided to vacant space or are provided to vacant space to a reduced
degree, are distributed among those tenants enjoying the services. Only those
component expenses that are affected by variations in occupancy levels shall be
grossed up. The adjustment shall be made based upon generally accepted
accounting principles consistently applied to project costs at a 95% occupancy
level whenever the actual occupancy rate is less than 95%. In no event shall the
adjustment result in reimbursement to Landlord of an amount in excess of actual
costs incurred by Landlord.

ARTICLE 8. CONSTRUCTION

8.1 Delivery. If delivery of possession of the Premises to Tenant is delayed
beyond the anticipated Delivery Date because of a delay in the completion of
construction of the Premises by Landlord, then this Lease shall remain in full
force and effect, Landlord shall not be liable to Tenant for any damage
occasioned by the delay, and the Delivery Date shall be changed to the date
actual delivery of possession to Tenant is effected, with the corresponding
change in the Commencement Date as set forth in Section 2.1; provided, however,
that if Landlord has not delivered the Premises to Tenant on or before May 21,
2000, Tenant shall have the right to terminate this Lease by notice to Landlord
given before the earlier of (i) delivery of the Premises, or (ii) June 21, 2000.

8.2 Condition. Landlord, at Landlord's sole cost and expense shall construct in
a thoroughly first class, professional and workmanlike manner and in accordance
with all applicable Laws, the Code and the other provisions of this Lease, the
work ("Landlord's Work") described in Part I of Exhibit C. Landlord's Work shall
be completed on or before June 9, 2000, or such specific earlier date set forth
in Part I of Exhibit C. Landlord has no obligation to design or construct
improvements or to make alterations in the Premises except as specifically set
forth in Part I of Exhibit C as Landlord's Work. Any changes in Exhibit C shall
be subject to approval by both Landlord and Tenant, which approval shall not be
unreasonably withheld, conditioned or delayed. Any defects in the alterations or
additions constructed by Landlord in accordance with Exhibit C (except for
latent defects) shall automatically be waived unless specified in a written
punchlist delivered to Landlord within forty-five (45) days after the
Commencement Date.


                                      13

<PAGE>

Landlord shall promptly correct all defects set forth in the punchlist. Landlord
shall provide Tenant with a shell certificate of occupancy or the equivalent on
or before June 9, 2000. If Landlord has not completed Landlord's Work on or
before June 9, 2000, the Rent Commencement Date shall be delayed by two (2) days
for each day past June 9, 2000 that Landlord's Work is not completed, and if
Landlord has not completed Landlord's Work on or before June 24, 2000, the Rent
Commencement Date shall be delayed by three (3 )) days for each day past June
24, 2000, that Landlord's Work is not completed. If Landlord's Work is not
completed by July 9, 2000, then Tenant may terminate this Lease by notice to
Landlord.

8.3  Costs of Construction. Tenant shall pay all costs of designing, installing,
and constructing Tenant's Work, as defined below (but not Landlord's Work).

8.4 Tenant's Work. Prior to the Commencement Date, commencing on the date this
Lease is fully executed, Landlord shall permit Tenant and Tenant's
representatives to enter the Premises so that Tenant may do such work as may be
required by Tenant make the Premises ready for Tenant's use and occupancy
(excluding Landlord's Work) ("Tenant's Work", as generally outlined in Exhibit
C. Such permission shall be subject to all the terms of this Lease except
Tenant's obligation to pay Base Rent and Operating Costs. Tenant acknowledges
and agrees that Landlord is not liable in any way for any injury, loss, or
damage which may occur to Tenant, its agents, contractors, employees, or
invitees or to Tenant's Work and installations made in the Premises, except
injury, loss or damage arising from Landlord's negligence or intentional acts,
all of the same being at Tenant's sole risk. Tenant acknowledges that Landlord
will be conducting Landlord's Work in the Premises and other work in the Project
concurrently with Tenant's Work, and Tenant and Landlord each agrees to
reasonably cooperate with the other in order to avoid interference with the
other party's construction activities. Tenant shall have the right to perform
the initial Tenant's Work and any other alterations or installations 24 hours
per day, seven days per week, 365 days per year from the date of this Lease
throughout the Term, and shall have reasonable access to the parking areas,
roof, loading dock and other common areas. Landlord shall not receive any profit
from but may charge (pass through) reasonable fees for inspection of Tenant's
Work, or any other alterations performed by Tenant, made in order to assure that
such work was performed in accordance with approved plans and specifications.
Landlord shall provide reasonable utilities for Tenant's use during Tenant's
construction at no cost to Tenant.

8.5 Alterations and Approval. After delivery of the Premises, Tenant shall
commence construction of Tenant's Work, at Tenant's sole cost and expense, by
delivering to Landlord plans and specifications (the "Design Plans") showing
Tenant's Work, for Landlord's approval and consent, which shall not be
unreasonably withheld, conditioned or delayed, except that Landlord reserves the
right to withhold consent in Landlord's sole discretion for Tenant's Work
adversely affecting the structure, safety, efficiency, or security of the
Building in which the Premises is located, the systems ("Systems") and equipment
("Equipment") which affect the Premises and other space in the Building, or the
appearance of the Premises from any common or public areas. To the extent of
Tenant's initial Work, the Design Plans shall include all improvements
contemplated under this Article 8, including, without limitation, generators,
antennae or satellite dishes, HVAC, conduits, cabling, fibre optics, and all
other matters which Landlord is entitled to approve. At the time Tenant submits
the Design Plans to Landlord, Tenant shall provide Landlord with notice of
whether Tenant's Work will involve or affect any


                                      14
<PAGE>

Hazardous Materials, whether such materials are customary and usual based on
standard industry practices, and all other reasonable details relating thereto.
Landlord will promptly review the Design Plans and any changes thereto as well
as any plans and specifications for other alterations to be performed by Tenant
during the Term (the "Other Plans"), making reasonable efforts to complete
Landlord's review within five (5) business days after Landlord's receipt of the
initial Design Plans or the Other Plans, and will give Tenant notice detailing
Landlord's reasonable objections thereto, if any. If Landlord has not given
notice to Tenant within the five (5) business day period provided that Landlord
approves or objects to the Design Plans or Other Plans, then Tenant may give
notice to Landlord and if Landlord does not respond to the Design Plans or Other
Plans with objections or approval within three (3) business days thereafter,
Landlord will be deemed to have approved the Design Plans or Other Plans. Within
ten (10) business days after receipt by Tenant of Landlord's objections to the
Design Plans or Other Plans (including omissions therefrom) Tenant shall revise
and resubmit the Design Plans or Other Plans for Landlord's review. If,
notwithstanding diligent, good faith efforts on the part of the parties to
arrive at mutually acceptable Design Plans, the parties are unable to do so on
or before the date which is 30 days after the date on which the Design Plans are
submitted by Tenant to Landlord, then either party may terminate this Lease by
notice to the other. The final Design Plans approved by Tenant and Landlord are
the "Final Plans". Landlord shall, in the notice given to Tenant approving the
Final Plans or any Other Plans, notify Tenant which of the improvements,
fixtures and equipment must be removed at the end of the Term, which of the
improvements, fixtures and equipment may (but do not have to) be removed at the
end of the Term, and which of the improvements, fixtures and equipment shall not
be removed at the end of the Term. In any event, notwithstanding the foregoing,
Tenant shall have the right to elect not to remove conduit, cabling, piping,
electrical conductors or standard office improvements, and Tenant shall have the
right to remove any or all of its equipment, including, without limitation,
generators, HVAC, batteries, and UPS systems, at any time during the Term.

8.6 Approval Conditions. Landlord reserves the right to impose reasonable
requirements as a condition of such consent or otherwise in connection with
Tenant's Work, including requirements that Tenant: (i) submit for Landlord's
information the names, addresses and background information concerning all of
the major architects, engineers, contractors, subcontractors and suppliers
Tenant proposes to use, (ii) obtain and post permits, (iii) submit conditional
and final lien waivers in compliance with Arizona law for all architects,
engineers, contractors, subcontractors, and suppliers performing Tenant's Work,
(iv) permit Landlord or its representatives, upon reasonable notice, to inspect
Tenant's Work at reasonable times, (v) use a contractor specified by Landlord
for all work affecting the Building fire detection system, and (vi) comply with
such other reasonable requirements as Landlord may impose concerning the manner
and times in which Tenant's Work shall be done so as to facilitate coordination
of Landlord's and Tenant's Work and work being performed by or on behalf of
other tenants. Landlord reserves the right to reasonably approve and review the
work of the architects, engineers, contractors, subcontractors, and suppliers
who will design and perform Tenant's Work and supply materials affecting the
operation of Building Systems and Equipment, floor slabs or other load-bearing
structural elements so as to assure itself that the Work is being performed in
accordance with approved plans and specifications. Within 30 days after
completion of Tenant's Work, Tenant shall provide Landlord with a copy of the
complete construction drawings for the build-out (as-built drawings) of the
Premises.

                                      15
<PAGE>

8.7 Performance of Tenant's Work.  Tenant shall use Tenant's commercially
reasonable efforts not to unreasonably disrupt other tenants of the Building
during the build-out and installation of Tenant's Work. Tenant's Work shall be
performed: (i) in a thoroughly first class, professional and workmanlike manner,
(ii) only with materials that are new, high quality, and free of material
defects, (iii) strictly in accordance with the Final Plans approved by Landlord,
(iv) so as not to adversely affect the Systems and Equipment or the structure of
the Building or the Project, (v) diligently to completion and so as to avoid any
unreasonable disturbance, disruption or inconvenience to other tenants and the
operation of the Building, (vi) in compliance with all applicable Laws, the
Code, and other provisions of this Lease, and (vii) such other reasonable
requirements as Landlord may impose concerning the manner and times in which
Tenant's Work shall be done so as to facilitate coordination of Landlord's and
Tenant's Work and work being performed by or on behalf of other tenants. If
Tenant fails to perform Tenant's Work as required herein or the materials
supplied fail to comply herewith or with the specifications approved by
Landlord, and Tenant fails to cure such failure within 10 business days after
notice by Landlord (except notice shall not be required in emergencies),
Landlord shall have the right to stop Tenant's Work until such failure is cured
(which shall not be in limitation of Landlord's other remedies). Landlord shall
cooperate with Tenant's Work and the exercise of any rights granted to Tenant in
this Lease.

8.8 Additional Provisions. Tenant may at Tenant's sole cost at anytime during
the Term at no additional charge, with prior written notice to Landlord and
Landlord's written permission, which shall not be unreasonably withheld,
conditioned, or delayed, install certain heating, air conditioning, and
ventilation units on the roof of the Building in the areas designated on Exhibit
E attached hereto, with additional rooftop area, if any is requested by Tenant,
subject to availability. During the term of this Lease, Tenant may add HVAC
capacity or expand existing HVAC, including supply and return piping and drains
and ducts. Landlord's prior written approval, which approval shall not be
unreasonably withheld, conditioned or delayed, shall be obtained as to location,
machinery, and plans and specifications. Subject to Exhibit C, Tenant may
install the required conduits to connect the HVAC system to Tenant's emergency
generators. Tenant shall have the right to remove or cap any heating system or
supply an air system serving the Premises, to install drains for the HVAC
equipment, to discard any HVAC wastewater into the Building's sewage system, and
to relocate the reconnect primary air ductwork and/or secondary water piping
located in the Premises. At any time during the Term, Tenant may at Tenant's
expense, and subject to Landlord's prior approval (not to be unreasonably
conditioned, withheld, or delayed) of location, screening, design, and
equipment, install coolant lines to support air conditioning systems in the
Premises or elsewhere serving the Premises and install and operate separate and
independent chillers or other cooling system. All such installation shall be
done in compliance with the provisions of this Article 8 and Tenant shall use
all due care and shall not injure the roof of the Building in such installation.
Subject to Landlord's prior approval of plans and specifications therefor, which
approval shall not be unreasonably withheld, conditioned or delayed, Tenant, at
Tenant's sole expense and at any time during the Term, may (i) convert the
present sprinkler system within the Premises to a dry pipe pre-action system,
(ii) relocate or encase any watermains or other water pipes running through or
adjacent to the Premises, (iii) install an FM 200 gas system in the Premises,
(iv) install any other fire suppression system approved by Landlord (such system
may be connected with the Building life


                                      16
<PAGE>

safety system, if compatible, at Tenant's sole expense, (v) place a UPS system
and associated batteries, transient voltage surge suppressor (TVSS) equipment,
ATS equipment, power distribution cabinets, and equipment and power panels in
the Premises in a location approved in advance by Landlord, which approval shall
not be unreasonably withheld, conditioned or delayed, and to integrate building
power into such systems. Tenant may, at any time during the Term, or (vi) tie
into Building grounding systems.

8.9 Provisions Concerning Installations on and Access to Roof The weight and
size of any installations on the roof of the Building are subject to Landlord's
approval, which approval shall not be unreasonably withheld, conditioned or
delayed. All costs of installation and maintenance of installations on the roof
shall be borne by Tenant. Any such installation shall: (i) be done in a manner
that does not affect coverage or protection afforded by any roof warranty or
maintenance contract (unless Tenant negotiates binding revisions to such
warranty or contract at no additional cost to Landlord); (ii) not result in any
penetration of the roof membrane, except for the installation of conduit and
pipes as approved by Landlord in connection with Landlord's approval of the
Final Plans (unless approved in advance by Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed); (iii) be consistent with
structural support requirements, as reviewed and approved by Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed; (iv) be
performed under Landlord's supervision in accordance with approved plans, which
approval shall not be unreasonably withheld, conditioned or delayed; (v) include
reasonable measures to the extent practicable to make the same be screened from
view at ground level from any portion of the Project common areas or neighboring
properties by screening approved by Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed; and (vi) be maintained, serviced,
powered, and repaired at Tenant's sole cost and expense. Landlord shall be
entitled to establish reasonable restrictions on roof access as necessary to
protect coverage or protection afforded by any roof warranty or maintenance
contract, provided that Tenant shall always have a way to obtain immediate
access for repair of malfunctioning equipment. Subject to availability of
rooftop space, Landlord agrees to not unreasonably withhold, condition or delay
its consent to the placement of rooftop antenna, satellite dishes and other
telecommunications equipment at any time during the Term. Subject to all other
provisions of this Article, including approval of location and screening,
Landlord shall provide an area of approximately 200 square feet on the rooftop,
as shown on Exhibit E, to accommodate Tenant's dishes, antennae, and other
telecommunications equipment, at no charge during the Term of this Lease, and
additional rooftop space (subject to availability) at a reasonable charge.
Landlord is hereby released from all liability and responsibility for, and
Tenant will be solely responsible for, all costs and expenses, including, but
not limited to, those arising from roof leaks, resulting from Tenant's
installation, maintenance, use, or operation of any satellite dish, antenna, or
related equipment and provided that, once such satellite dishes, antennas or
related equipment are installed by Tenant, Landlord shall not install or permit
the installation of any objects that will materially interfere with Tenant's
satellite dishes, antennas and related equipment. Tenant represents and warrants
to Landlord that Tenant's reception and transmission equipment will not
materially interfere with the reception and transmission of signals by the
equipment of other tenants and occupants of the Building.

8.10 Generators. Tenant, at Tenant's sole expense and at any time during the
Term, may install two diesel emergency generators, including fuel tanks and
grounding systems, in Tenant's


                                      17
<PAGE>

Generator Rooms, as shown in Exhibit F and described above, according to plans
and specifications approved in advance by Landlord, which approval shall not be
unreasonably withheld, conditioned, or delayed, and in compliance with all
applicable Laws. Each generator must be located in side a Generator Room and no
Generator Room will be larger than 500 usable square feet. Tenant shall have the
right to install a generator plug on the outside of the building adjacent to the
loading dock areas for the purpose of connecting the Premises to a portable
generator in the event of a Building power failure. Landlord shall provide, at
no additional charge, if necessary, riser space to connect such generators.
Tenant shall have the right to test Tenant's generator on a weekly basis at
times reasonably agreed upon between Landlord and Tenant in advance (or as set
forth in reasonable rules formulated by Landlord), and Tenant shall be
responsible, at Tenant's sole expense, for maintaining, testing, refueling, and
cleaning the generator and any fuel tanks, all in compliance with applicable
law. Tenant may place a DC power plant and associated batteries within the
Premises, subject to Landlord's prior approval of location, which approval shall
not be unreasonably withheld, conditioned or delayed.

8.11 Floor Loading Capacity. Tenant may, at Tenant's sole expense and at any
time during the Term, subject to Landlord's prior consent, which consent shall
not be unreasonably withheld, conditioned or delayed, and the requirements of
this Lease, reasonably reinforce the floor loading capacity of the Premises, so
long as the reinforcement does not adversely affect the floor to ceiling height
of the space below the Premises. If Tenant does so with Landlord's consent,
Tenant shall not be required to return the reinforced areas to their original
condition.

8.12 Liens. Tenant shall pay all costs for Tenant's Work when due. Tenant shall
keep the Project and the Premises free from any mechanic's, materialmen's,
architect's, engineer's or similar liens or encumbrances, and any claims
therefor, in connection with any of Tenant's Work. Tenant shall remove any
claim, lien, or encumbrance of record relating to, caused by or resulting from
Tenant's Work, by bond or otherwise within 30 days after notice from Landlord.
If Tenant fails to do so Landlord may pay the amount (or any portion thereof) or
take such other action as Landlord reasonably deems necessary to remove such
claim, lien, or encumbrance, without being responsible for investigating the
validity thereof. The amount so paid and costs incurred by Landlord shall be
deemed additional rent under this Lease payable within thirty (30) days after
demand, without limitation as to other remedies available to Landlord. Nothing
contained in this Lease shall authorize Tenant to do any act which subjects
Landlord's title to, or any lender's interest in, the Building or any part of it
to any such claims, liens, or encumbrances, whether claimed pursuant to statute
or other law or express or implied contract.

8.13 Securily System. Tenant may, at Tenant's sole expense at any time during
the Term, subject to Landlord's prior written approval, which approval shall not
be unreasonably withheld, conditioned or delayed, install one or more security
systems (such as a cardkey system) for access to the Premises, retain
supplemental security services with respect to the Premises, and create a
special security area within the Premises to encompass Tenant's equipment room.
Landlord will cooperate with Tenant in maintaining the security for the Premises
and such area. Tenant may install security with non-building standard locks and
other access controls which restrict access to Tenant and its customers, so long
as Tenant provides Landlord with a reasonable means of access to the Premises
through such security system to allow Landlord to exercise its rights and
perform its obligations under this Lease, subject to the terms of this Lease,

                                      18
<PAGE>

and if such systems are changed or modified, Tenant shall immediately notify
Landlord and provide such means of access. Tenant may fence or cage any
equipment or facilities installed by Tenant outside the Premises with Landlord's
prior approval, which approval shall not be unreasonably withheld, conditioned
or delayed. Any entry shall be subject to the provisions of Section 11 below.

ARTICLE 9. REPAIR/MAINTENANCE/UTILITIES/ACCESS

9.1 Landlord's Responsibilities. Subject to the provisions of Article 7,
Landlord shall maintain the Building and the Project in good condition and
repair at least equivalent to that maintained in similar buildings in the
Central Phoenix Business District, including plate glass, doors, and all
heating, air conditioning, ventilation, electrical and plumbing systems
(excluding those installed by Tenant or exclusively serving the Premises, as
contemplated hereunder), the common facilities, including, without limitation,
the parking area, the roof and structural elements of the Premises, and all
utility lines below grade or in the common facilities. Landlord shall not be
responsible to make any non-routine repairs or perform any non-routine
maintenance unless written notice of the need for such repairs or maintenance is
given by Tenant. In the event Tenant or Tenant Parties misuse or intentionally
or negligently damage the Premises, the improvements contained therein, or the
Project, Tenant shall reimburse Landlord for the cost of repair or maintenance
related to the misuse or damage, plus a ten percent (10%) administrative fee for
such work, within ten (10) business days after written request therefor,
accompanied by evidence reasonably supporting such costs. Landlord shall use
commercially reasonable efforts to make available to the Premises water,
electricity, gas, sewer services, and elevator service of a quantity and quality
at least equivalent to such services provided in comparable or similar buildings
in the Central Phoenix Business District. Except as provided in this Lease,
there shall be no abatement of rent and no liability of Landlord by reason of
any entry to the Premises, interruption of services or facilities, temporary
closure of common facilities, or temporary interference with Tenant's business
arising from the making of any repairs or maintenance; provided, however, that
Tenant shall at all times have unrestricted access to the Premises, and Landlord
shall use reasonable efforts to provide at least one elevator operational at all
times, and Landlord shall use reasonable efforts to minimize any disturbance or
interference with Tenant's ordinary business operations. Notwithstanding
anything to the contrary in this Section 9.1 (but subject to Section 9.4 below),
if Tenant's utilities are interrupted in the Premises for a period of more than
three days, Base Rent and Operating Costs shall abate for such a period of time,
retroactive to the date of utility interruption, that Tenant is unable to
conduct its ordinary business operations in the Premises. So long as Landlord
complies with the terms of this Article 9, rent abatement shall be Tenant's sole
remedy for such interruption.

9.2 Tenant's Oblintions. Tenant shall maintain the interior of the Premises and
the improvements installed by Tenant in good condition and repair. If Tenant
does not comply with its obligations under this Article, Landlord may, upon
reasonable prior notice to Tenant, but need not, make such repairs and
replacements or obtain maintenance and service contracts, and Tenant shall pay
Landlord the cost within ten (10) business days after demand.

9.3  Janitorial Services. Tenant shall be responsible for providing janitorial
services for the Premises as determined by Tenant.


                                      19
<PAGE>

9.4 Utilities. All utility charges for the Premises shall be separately metered
or submetered. Tenant shall pay directly to any public utility for any utility
which it uses in the Premises that is separately metered by such utility and
shall pay to Landlord, prior to delinquency, for any utilities supplied to the
Premises that are measured by a submeter which is part of a master meter for the
Project or any portion thereof. Notwithstanding the foregoing, Tenant shall be
entitled to the exclusive use of 3,200 Amps of power during the term and any
Renewal Terms. Tenant shall have the right at any time during the Term to tap
into Building water supply in order to operate a humidifier system in the
Premises, provided that Tenant pays to Landlord a reasonable charge to reimburse
Landlord for Tenant's excess water usage (but not including any profit component
for Landlord). Landlord and Tenant acknowledge that Landlord may from time to
time, upon reasonable prior notice to Tenant, upgrade, perform routine
maintenance, or change the utilities available to the Building and the Premises
to comply with local law or the requirements of the power suppliers, and that
these activities may involve interruptions in Tenant's utility service. Landlord
will (i) use reasonable efforts to avoid outages during such upgrades,
maintenance, and changes, (ii) except when impracticable, give Tenant sufficient
notice before the same to permit Tenant to take additional measures, including
without limitation payment of additional costs to minimize or avoid outages, and
(iii) use reasonable efforts to schedule such upgrades, maintenance, and changes
as much as practicable at low usage times so as to minimize the impact. So long
as Landlord complies with the provisions of this Article, Landlord shall have no
liability for interruption of utilities.

9.5 Telecommunication Services. Subject to Landlord's prior approval, which
approval shall not be unreasonably withheld, conditioned or delayed, Tenant may
have access at no additional rental cost or other charge (but at Tenant's sole
expense) and at any time during the Term to empty conduit and riser space in the
Building for Tenant's use in accordance with plans and specifications approved
in advance by Landlord and subject to Landlord's reasonable restrictions. Tenant
shall have the right at no additional rental cost or other charge (but at
Tenant's sole expense) and at any time during the Term (a) to use fiber optic
cabling in the Building to be installed by Landlord in connection with
Landlord's Work, or, at Tenant's election, to construct additional
telecommunications entrances into the Building and into the Premises (including,
without limitation, multiple and redundant entrances), (b) to install any
additional conduit and facilities required in order to connect Tenant's
generators, power, HVAC equipment and piping, antennas, grounding, and related
equipment and for any other purpose not inconsistent with the design of the
conduit and riser space, (c) to install manholes adjacent to the Building for
bringing telecommunications fiber into the Building, and (d) to use Landlord's
planned telecommunication entrances. As to any of the foregoing work which
concerns or affects parts of the Building or the Project not within the
Premises, Landlord may require that the work be inspected by Landlord or its
contractors for conformance with approved plans and specifications (as
reasonably approved by Landlord), at Tenant's expense, for reimbursement under
the terms set forth in Exhibit C. All such work shall comply with the provisions
of Article 8 above. Subject to Landlord's prior consent as to location and
installation (which consent shall not be unreasonably conditioned, withheld, or
delayed), Tenant may run telecommunication cables from the Premises to exit the
Building and to the boundary of the land on which the Building is located.


                                      20
<PAGE>

9.6 Access. Tenant and its representatives and customers shall have access to
and the right to enter the Premises and the location of any of Tenant's
equipment seven days per week, 24-hours per day, 365 days per year without the
requirement of prior notice. In addition, if and to the extent necessary to
access any of its cabling, conduit or equipment located outside the Premises,
upon reasonable prior notice to Landlord (which may be verbal or telephonic in
the event of emergency repairs), Tenant shall have access to the common areas,
power and telephone closets serving the Premises, parking area and loading dock,
seven days per week, 24-hours per day, 365 days per year; provided, however,
Tenant acknowledges that a building engineer may be required to accompany any
persons gaining access to areas outside the Premises (unless such engineer is
not immediately available with respect to any emergency repairs, in which case
Tenant shall give such notice as is practicable, within not more than 24 hours).

ARTICLE 10. TENANT'S WORK, ALTERATIONS AND PERSONAL PROPERTY

Tenant shall not commence Tenant's Work or any alterations, additions or
improvements to the Premises, including signs, without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed, it being acknowledged that, except as otherwise provided in this Lease,
Landlord shall have sole discretion in matters affecting the Building structure,
Systems, Equipment, safety, and the rights of other tenants or occupants.
Notwithstanding the foregoing, for Work which (i) will cost less than $50,000
annually, in the aggregate, and (ii) does not affect the Building structure,
Systems, Equipment, safety, riser and shaft capacity, or the rights of other
tenants or occupants, Landlord's consent is not required, but such Work shall be
performed in compliance with all other requirements of this Article and Sections
8.3 through 8.13. All Tenant's Work, alterations, additions, or improvements
shall be made or done in accordance with plans and specifications approved by
Landlord and shall be subject to the provisions of Sections 8.3 through 8.13
above. Other than for the initial Tenant's Work contemplated hereunder, if
Landlord reasonably deems it necessary, Landlord may condition its consent upon
provision of a payment bond, in amount and form reasonably satisfactory to
Landlord, covering the work to be done by Tenant's contractor. In the event
Landlord consents to the making of any alterations, additions or improvements to
the Premises by Tenant, they shall be made by Tenant at Tenant's sole cost and
expense. Any contractor or person selected by Tenant to perform work within the
Premises must first be approved in writing by Landlord, which approval shall not
be unreasonably withheld, conditioned or delayed, and Landlord may require by
notice to Tenant given at the time that Landlord approves the plans for such
work, that Tenant either use certain contractors in connection with work on or
directly affecting Building Systems or arrange for supervision or review of
Tenant's Work by such contractor. Tenant's Work and all alterations and
improvements shall be constructed of new materials, in a good workmanlike
manner, in accordance with applicable laws and codes, including without
limitation the Americans with Disabilities Act. Upon the expiration or sooner
termination of the Term of this Lease or of Tenant's right to possession, Tenant
shall, upon demand by Landlord, at Tenant's sole cost and expense, forthwith
remove any alterations, additions or improvements made by Tenant, designated by
Landlord (as provided in this Lease at the time of Landlord's approval of the
plans for the improvement) as requiring removal, and Tenant shall, forthwith at
its sole cost and expense, repair any damage to the Premises caused by such
removal and restore the Premises to a condition reasonably comparable to their
condition at the commencement of the Lease (reasonable wear and tear and loss by
casualty excluded);


                                      21
<PAGE>

provided, that Tenant may leave in the Premises those alterations, additions or
improvements made by Tenant, designated by Landlord (as provided in this Lease
at the time of Landlord's approval of plans for the improvement) as not
requiring removal.

ARTICLE 11. CERTAIN RIGHTS RESERVED BY LANDLORD

Landlord shall have the right:

     (a) To change the Project's name or street address after thirty (30) days
         prior notice to Tenant;

     (b) To enter the Premises either personally or by a designated
representative, upon no less than 24 hours prior notice to Tenant and, at
Tenant's option, escorted by Tenant's representative, for the purpose of access
to risers, examination, inspection, or performing Landlord's obligations
hereunder (except in the event of an emergency when no notice or escort shall be
required), and in showing the Premises to prospective lenders or purchasers;

     (c) To enter the Premises either personally or by a designated
representative, at Tenant's option accompanied by a representative of Tenant,
upon 24 hours prior notice to Tenant during the last six months of the Initial
Term or Renewal Period, as the case may be (if Tenant has not elected to
exercise its renewal rights), for purposes of showing the Premises to
prospective tenants;

     (d) Notwithstanding anything in this Article or this Lease, Landlord or its
agents shall enter Tenant's secured equipment area only after at least twenty-
four (24) hours notice to Tenant and when accompanied by Tenant, except when
failure to comply with the foregoing will cause imminent danger to the Premises
or other portions of the Building or any person. Any entry by Landlord will be
conducted with reasonable caution under the circumstances to prevent damage to
or interference with any of the equipment in the area.

     (e) To grant to anyone the exclusive right to conduct any business or
render any service in or to the Project, provided such exclusive right shall not
operate to exclude Tenant from the use expressly permitted under Article 4 or
the conduct of Tenant's business in the Premises and provided that no such
exclusive rights will be granted with respect to the provision of
telecommunication or power services to the Project;

     (f) Subject to the provisions of Section 8.13, to retain at all times and
to use, subject to the foregoing limitations, keys (including card keys) to all
doors within and into the Premises. This provision shall not apply to Tenant's
safes or security cabinets for equipment within the equipment room of the
Premises, or other areas maintained by Tenant for the safety and security of
monies, securities, negotiable instruments or like items; and

     (g) To restrict or prohibit vending or dispensing machines of any kind in
or about the Premises, except to the extent such machines are used solely for
the personal use of Tenant, its employees, licensees, and agents and are not
visible from the common facilities.
<PAGE>

ARTICLE 12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE

12.1 Tenant's Responsibility. Tenant shall defend, indemnify and hold Landlord
harmless from any and all claims arising from Tenant's use of the Premises or
the conduct of its business or from any activity, work, or thing done, permitted
or suffered by Tenant in or about the Premises, regardless of fault or
negligence which is imputed to Landlord as the owner of the Project but which
involves a condition of the Premises within the control of Tenant, its employees
or contractors, but excluding claims arising from Landlord's or its agents' or
employees' actual negligence or intentional acts. Tenant shall further defend,
indemnify and hold Landlord harmless from any and all claims arising from any
breach or default in the performance of this Lease by Tenant, or arising from
any act or negligence of Tenant, or of its agents or employees, and from all
costs, attorneys' fees, expenses and liabilities incurred as a result of any
such claim. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property or injury to persons, in, upon, or about
the Premises from any cause, and Tenant hereby waives all claims in respect
thereof against Landlord, unless caused by active negligence or intentional acts
of Landlord, its agents or employees. Landlord shall not be liable for loss of
or damage to any property by theft or otherwise, or for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of any building or from
the pipes, appliances or plumbing works therein, or from the roof, street or
subsurface, or from any other place resulting from dampness or any other cause
whatsoever, except to the extent caused by the negligence or intentional acts of
Landlord, its agents or employees. Landlord shall not be liable for interference
with the natural light. Tenant shall give immediate notice to Landlord of any
fire, accident or defect discovered with the Premises or the Building. Tenant
acknowledges that it can protect itself to its satisfaction by procuring
appropriate insurance.

12.2 Insurance. Throughout the Term of this Lease Tenant shall maintain special
perils property insurance, including building and machinery coverage as
applicable, in an amount equal to one hundred percent of the replacement value
of Tenant's trade fixtures, equipment, and other personal property located on
the Premises together with such other insurance as may be reasonably required by
Landlord's lender or by any government agency. All proceeds of Tenant's policy
of property insurance shall be payable to Tenant, and all proceeds of policies
of insurance procured by Landlord shall be payable to Landlord. Tenant hereby
waives any right to recovery from Landlord and Landlord hereby waives any right
of recovery from Tenant for any loss or damage (including consequential loss)
resulting from any of the perils insured against in the special form property
insurance policy with extended coverage endorsement. During the Term of this
Lease, Tenant shall, at Tenant's expense, maintain commercial general liability
insurance against claims for personal injury, death or property damage occurring
in, upon or about the Premises in an amount not less than $2,000,000 per
occurrence and $2,000,000 annual aggregate (with a separate general aggregate
limit for the Premises), automobile liability insurance with a combined single
limit not less than $1,000,000, and workers' compensation insurance as required
by law. Tenant's policies of liability insurance shall name Landlord as an
additional insured, shall provide coverage for blanket contractual liability,
premises, products/completed operations, and personal and advertising injury
coverage, to the extent normally included in policies maintained by Tenant.
Tenant's policies of insurance shall be primary and not contributory as to other
insurance purchased by or available to Landlord, and


                                      23
<PAGE>

shall have retentions or deductibles reasonably acceptable to Landlord. A
certificate of the insurance required to be carried by Tenant under this Article
12 shall be delivered to Landlord prior to the Commencement Date and thereafter
at least thirty days prior to the expiration of the then current policies. Upon
the written request of Landlord, copies of such policies shall also be delivered
to Landlord. Each policy shall contain an endorsement prohibiting cancellation
or nonrenewal without at least ten (10) days prior notice to Landlord for
nonpayment of premium and otherwise without thirty (30) days prior notice to
Landlord.

12.4 Waiver of Subrogation. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the Premises or the Building, by reason of fire or the elements,
regardless of cause or origin, including negligence of Landlord or Tenant and
their agents, officers and employees. Landlord and Tenant agree immediately to
give their respective insurance companies which have issued special perils
policies of property insurance, written notice of the terms of the mutual
waivers contained in this Section, and to have the insurance policies properly
endorsed, if necessary, to prevent the invalidation of the insurance coverage by
reason of the mutual waivers. The waiver does not apply to claims caused by a
party's willful misconduct. If, despite a party's best efforts, it cannot find
an insurance company meeting the criteria above that will give the waiver at
reasonable commercial rates, then it shall give notice to the other party within
thirty (30) days after the Commencement Date. The other party shall then have
thirty (30) days to find an insurance company that will issue the waiver. If the
other party also cannot find such an insurance company, then both parties shall
be released from their obligation to obtain the waiver. If an insurance company
is found but it will give the waiver only at rates greater than reasonable
commercial rates, then the parties can agree to pay for the waiver under any
agreement they can negotiate. If the parties cannot in good faith negotiate an
agreement, then both parties shall be released from their obligation to obtain
the waiver.

12.5 Landlord's Insurance. Landlord shall carry full replacement special perils
property insurance, including building and machinery coverages and commercial
general liability insurance in an amount not less than $2,000,000 per
occurrence.

ARTICLE 13. FIRE AND CASUALTY

Except as hereafter provided, if the Premises are wholly or partially destroyed
or damaged by fire or other casualty, Landlord shall restore the Premises with
reasonable diligence; provided, however, that Landlord shall have no obligation
to restore improvements not originally provided by Landlord or to replace any of
Tenant's fixtures, furnishings, equipment, or personal property and Tenant shall
be responsible for refixturizing the Premises and reinstalling its equipment.
Landlord need not commence repairs until a substantial portion of the insurance
proceeds are available. Proceeds of Landlord's insurance payable with respect to
a fire or other casualty shall be received and held by Landlord. Proceeds of
Tenant' s insurance payable with respect to a fire or other casualty shall be
received and held by Tenant. In the event the Premises are destroyed or damaged
by any fire or casualty not covered by the insurance maintained by Landlord, or
insurance required under this Lease to be maintained by Landlord, whichever is
greater, or to the extent of not less than twenty-five percent of the
replacement cost thereof, or if the fire or


                                      24
<PAGE>

casualty occurs within the last year of the Term of the Lease, or if the
Premises cannot reasonably be repaired within ninety (90) days from the date of
the casualty, then Landlord or Tenant shall have the option to terminate this
Lease by giving notice to the other party within sixty days after the occurrence
of such damage or destruction, in which case Landlord shall retain all insurance
proceeds payable with respect to its insurance with respect to the Premises as
its own property, and Tenant shall retain all insurance proceeds payable with
respect to its insurance with respect to the Premises as its own property. If
Landlord or Tenant does not terminate this Lease as provided above, this Lease
shall continue in full force and effect, but Base Rent and Operating Costs shall
be equitably abated with respect to the portion of the Premises that is not
usable by Tenant for its normal business operations until the restoration is
substantially complete. The provisions of this Lease shall govern when this
Lease is terminable as a result of a fire or casualty and no other rule or
statute on the subject applies.

ARTICLE 14. CONDEMNATION

If any portion of the Premises or the Building is appropriated or taken under
the power of eminent domain which Tenant determines in its reasonable judgment
renders the Premises unusable by Tenant for its normal business operations,
either Landlord or Tenant shall have the right to terminate this Lease, as of
the date Tenant is required to vacate or can no longer use the affected part of
the Premises or the Building, by giving notice in writing of such election
within thirty days after receipt by Tenant from Landlord of written notice that
Tenant's Premises or the Building have been or will be so appropriated or taken.
Notwithstanding the foregoing, Landlord may only exercise its option to
terminate this Lease under this Article 14 if Landlord terminates the leases of
all other similarly situated tenants occupying premises in the Building which
are also subject to the taking. If neither Landlord nor Tenant elects to
terminate this Lease, then Landlord shall restore the Premises to the extent
practicable to their condition prior to the taking, and the Base Rent and
Operating Costs shall be reduced on an equitable basis from the date of the
taking, taking into account the relative value of the portion of the Premises
taken as compared to the portion remaining. All awards or compensation for any
taking of any part of the Premises, whether payable to Landlord or Tenant, shall
be the sole property of Landlord. Notwithstanding anything to the contrary
contained herein, Tenant shall be entitled to pursue an award of compensation
relating to damage to or loss of tenant improvements made by Tenant, trade
fixtures or other personal property belonging to Tenant, moving expenses,
inconvenience and business interruption. Landlord shall be under no obligation
to restore or replace Tenant's furnishings, trade fixtures, equipment and
personal property. For the purposes of this Article 14, a voluntary sale or
conveyance in lieu of condemnation shall be deemed an appropriation or a taking
under the power of eminent domain.

ARTICLE 15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD

15.1 Transfer by Tenant. Except as otherwise provided in this Article 15, Tenant
shall not, either voluntarily or by operation of law, assign, hypothecate, or
transfer this Lease, or sublet the Premises or any part thereof, without
Landlord's prior written consent, which shall not be unreasonably withheld,
conditioned, or delayed, provided the proposed assignee or sublessee is
reasonably satisfactory to Landlord as to credit and character and will occupy
the Premises for purposes not inconsistent with Tenant's purposes as stated in
Article 4. Landlord shall be under


                                      25
<PAGE>

no obligation to give or withhold consent until after all information reasonably
required by Landlord with respect to the identity, background, experience and
financial worth of the proposed assignee, transferee, or subtenant has been
provided to Landlord, after which Landlord will give notice to Tenant within
five (5) business days of Landlord's consent or nonconsent. No hypothecation,
assignment, sublease or other transfer to which Landlord has consented shall be
effective for any purpose until such time as fully executed documents of such
transaction have been provided to Landlord, and, in the case of an assignment,
the assignee has attorned directly to Landlord, or, in the case of a sublease,
the sublessee has acknowledged that the sublease is subject to all of the terms
and conditions of this Lease. Any assignment, mortgage, transfer or subletting
of this Lease which is not in compliance with the provisions of this Article 15
shall be voidable and shall, at the option of Landlord, terminate this Lease.
The consent by Landlord to an assignment or subletting shall not be construed as
relieving Tenant from obtaining the express written consent of Landlord to any
further assignment or subletting or as releasing Tenant from any liability or
obligation hereunder, whether or not then accrued. Except as provided in this
Article, this Lease shall be binding upon and inure to the benefit of the
successors and assigns of the parties. The term "assignment" includes the
following, whether accomplished directly or indirectly: (a) if Tenant is a
partnership or limited liability company, the withdrawal or change, voluntarily,
involuntarily or by operation of law, of a majority of the partners or members,
or a transfer of a majority of ownership interests, in the aggregate on a
cumulative basis, or the dissolution of the partnership or limited liability
company; and (b) if Tenant is a private corporation (i.e., whose stock is not
publicly held and traded through an exchange or over the counter), the: (i)
dissolution, merger, consolidation or other reorganization of Tenant; (ii) sale
or other transfer of more than a cumulative aggregate of 50% of the voting
shares of Tenant (other than to immediate family members by reason of gift or
death); or (iii) sale, mortgage, hypothecation or pledge of more than a
cumulative aggregate of 50% of Tenant's net assets.

15.2 Permitted Transfers. Notwithstanding the foregoing, Tenant may assign its
     ---------------------
interest under this Lease or sublease any portion of the Premises to an
Affiliate (as defined below), provided that (i) the Affiliate is a reputable
entity with a tangible net worth, determined on a consolidated basis, if
applicable, in accordance with generally accepted accounting principles, that is
at least equal to the greater of (X) Tenant's tangible net worth immediately
prior to such transaction, and (Y) Tenant's tangible net worth on the date of
this Lease, and (ii) except with respect to assignment by operation of Law, an
instrument is executed by the assignee or subtenant under which the transferee
assumes all obligations of Tenant under this Lease, and such instrument is
delivered to Landlord on or prior to or promptly after the effective date of
such transaction. As used in this Lease, the term "Affiliate" means an entity
which (i) controls, is controlled by, or is under common control with INFLOW,
INC., or (ii) is Tenant's successor by merger, acquisition (whether structured
as a stock acquisition or the acquisition of substantially all of Tenant's
assets), or consolidation, (iii) acquires the business being conducted in the
Premises, (iv) has at least a ten percent (10%) ownership interest in Tenant, or
(v) is owned at least ten percent (10%) by Tenant. As used herein, "control" of
an entity means the possession, directly or indirectly, of the power to direct
that entity's management and policies, whether through the ownership of voting
securities or otherwise. A transfer under this Section 15.2 is a "Permitted
Transfer" So long as Tenant is not a publicly traded corporation and subject to
the confidentiality provisions of Article 23.13 below, from time to time, within
a reasonable time following written request by Landlord, Tenant shall promptly
provide Landlord with a statement certified by an authorized


                                      26
<PAGE>

officer of Tenant which provides the following information: (i) the names of
Tenant's shareholders, partners, limited partners, or members, and their
ownership interests at the time of the statement; (ii) the state in which Tenant
is incorporated or organized; and (iii) any information regarding a material
change in Tenant's structure, including, without limitation, a merger or
consolidation. Landlord may not request such a statement more than one time per
year.

15.3 Co-location Not a Transfer. The co-location of equipment or the providing
of short-term rights to use portions of the Premises to Tenant's customers and
vendors is not an assignment or sublease by Tenant, provided that, as between
Landlord and Tenant, any rights and liabilities with respect to the co-location
or the co-located equipment shall be the sole responsibility of Tenant,
including, without limitation, the movement thereof, in and out of the Premises
in the same manner and to the same extent as if the co-locators were Tenant and
their equipment belonged to Tenant.

15.4 Splitting Profits. If Landlord has approved an assignment of this Lease or
a sublease of the Premises as provided above or Tenant has made a Permitted
Transfer, then Tenant shall pay to Landlord when and as received by Tenant fifty
percent of any consideration received by Tenant in excess of the Base Rent and
other charges then payable by Tenant hereunder (calculated on a per square foot
basis), after Tenant has recovered Tenant's reasonable costs, fees, and expenses
incurred in connection with such assignment or sublease, including reasonable
brokerage commissions, reasonable costs of architectural and engineering fees,
and leasehold improvements required by the assignee or subtenant.

15.5 Continued Responsibility. Tenant shall remain fully liable for performance
of this Lease, notwithstanding any assignment or sublease, for the entire Lease
Term, including any Renewal Periods as to which the transferee exercises its
option.

15.6 Sale of Propgrty. In the event of a sale or conveyance by Landlord of the
Premises, provided that Landlord's successor in interest assumes all obligations
under this Lease, Landlord shall be relieved of all future liability for the
covenants or conditions, express or implied, in favor of Tenant, and Tenant
shall look solely to Landlord's successor in interest. Provided that Landlord's
successor in interest assumes all obligations under this Lease, this Lease shall
not be affected by any sale, and Tenant shall attorn to the successor-in-
interest. If any Security Deposit has been made by Tenant, the successor-in-
interest shall be obligated to return it in accordance with the terms hereof and
Landlord shall be discharged from any further liability in reference thereto.

ARTICLE 16. ESTOPPEL CERTIFICATE

16.1 Certification. Tenant and Landlord shall each at any time and from time to
time upon not less than fifteen (15) days' prior written notice from the other
party execute, acknowledge and deliver to the other party a statement in writing
(i) certifying that this Lease is unmodified and in full force and effect (or if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the dates to which the
rental and other charges are paid in advance, if any; (ii) acknowledging that
there are not, to the certifying party's



                                      27
<PAGE>

knowledge, any uncured defaults on the part of the other party hereunder, or
specifying such defaults if they are claimed; and (iii) certifying such other
matters relating to this Lease as the requesting party may reasonably request.
Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the real property of which the Premises
are a part.

16.2 Failure to Provide. Either party's failure to deliver a statement within
     ------------------
the fifteen (15) day time period prescribed above shall be conclusive upon such
party (i) that this Lease is in full force and effect, without modification
except as may be represented by the requesting party, (ii) that there are no
uncured defaults in the requesting party's performance, and (iii) that not more
than one month's rental has been paid in advance.

ARTICLE 17. LANDLORD'S REMEDIES

17.1 Events of Default. The following are Events of Default:
     -----------------

     (a)  Tenant's failure to pay rent or any other amount due under this Lease
within ten (10) days after notice of nonpayment.

     (b)  Tenant's failure to execute, acknowledge and return an estoppel
certificate which complies with the requirements of Article 16 or a
subordination agreement which complies with the requirements of Article 19,
within five (5) business days after request by Landlord following the expiration
of the periods provided for in Articles 16 and 19.

     (c)  Tenant's failure to perform any other obligation under this Lease
within fifteen (15) days after notice of nonperformance; provided, however, that
if the breach is of such a nature that it cannot be cured within fifteen (15)
days after receipt of written request, Tenant shall be deemed to have cured if
cure is commenced promptly (in no event later than fifteen (15) days after
notice of nonperformance) and diligently pursued to completion; but if a breach
involves an imminent threat to health or safety, Landlord may in its notice of
breach reduce the period for cure to such shorter period as may be reasonable
under the circumstances.

17.2 Remedies. After the occurrence of an Event of Default, Landlord, without
     --------
further notice or demand, may exercise any one or more of the following remedies
concurrently or in succession:

     (a)  Terminate Tenant's right to possession of the Premises by legal
process, with or without terminating this Lease, and by judicial process retake
exclusive possession of the Premises.

     (b)  From time to time relet all or portions of the Premises, using
reasonable efforts to mitigate Landlord's damages. In connection with any
reletting, Landlord may relet for a period less than or extending beyond the
Term of this Lease and may make alterations or improvements to the Premises
without releasing Tenant of any liability. Upon a reletting of all or
substantially all of the Premises, Landlord shall be entitled to recover all of
its then prospective damages for the balance of the Term of the Lease measured
by the difference between amounts payable under


                                      28
<PAGE>

this Lease and the anticipated net proceeds of reletting; provided, however,
that if the new lease term extends beyond the Term or the Premises covered
thereby includes other premises not part of the Premises, a fair apportionment
of the expenses of reletting will be made, and any rental concessions will be
amortized over the term of the new lease. In no event shall Tenant be entitled
to receive any amount representing the excess of avails of reletting over
amounts payable hereunder.

     (c)  From time to time recover accrued and unpaid rent and damages arising
from Tenant's breach of the Lease, regardless of whether the Lease has been
terminated, together with applicable late charges and interest at the rate of
18% per annum or the highest lawful rate, whichever is less; provided, however,
that Landlord shall use reasonable efforts to relet the Premises in order to
mitigate Landlord's damages.

     (d)  Recover all reasonable attorneys' fees and other expenses incurred by
Landlord in connection with enforcing this Lease, recovering possession, and
collecting amounts owed.

     (e)  Perform the obligation on Tenant's behalf or remove equipment
installed in contravention of the terms of this Lease and recover from Tenant,
upon demand, the entire amount expended by Landlord plus fifteen percent (15%)
of such amounts for handling, supervision, and overhead.

     (f)  Terminate this Lease for any breach and recover from Tenant all
reasonable damages it may incur by reason of such breach, including the
reasonable cost of recovering the Premises, and including the worth at the time
of such termination of the excess, if any, of the amount of Base Rent and
charges equivalent to rent reserved in this Lease for the remainder of the
stated Term over the then reasonable rental value of the Premises for the
remainder of the stated Term, all of which amounts shall be immediately due and
payable from Tenant to Landlord.

     (g)  Pursue any other remedies available at law or in equity.

17.4 Subleases. Upon a termination of Tenant's right to possession, whether or
     ---------
not this Lease is terminated, subtenancies and other rights of persons claiming
under or through Tenant: (i) shall be terminated or (ii) Tenant's interest shall
be assigned to Landlord. Landlord may separately elect termination or assignment
with respect to each such subtenancy or other matter.

17.5 Disputes, Arbitration. Notwithstanding anything to the contrary in this
     ---------------------
Article, Landlord and Tenant agree to resolve disputes between Landlord and
Tenant concerning denial of consent and matters involving $50,000.00 or less, by
final binding arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association ("AAA"), including the Expedited
Procedures, provided, however, that neither party shall be required to submit to
arbitration if the dispute involves: (i) any issue that may requiring the
joinder or testimony of a third party, and such third party refuses to
participate in the arbitration proceedings; or (ii) the exercise of remedies for
non-payment of rent, where there is no pending good faith dispute with respect
to the amount owed. Absent a showing of good cause, the hearing shall be
conducted within 90 days from the service of the statement of claim. All
proceedings shall be governed by


                                      29
<PAGE>

the Federal Arbitration Act. Each party shall bear the expense of its own
attorneys, experts and out of pocket costs as well as fifty percent of the
expense of administration and arbitrator fees. Depositions, other than those
taken in lieu of live testimony, shall not be taken except upon the
arbitrator(s) finding of special need. Parties shall be entitled to conduct
document discovery in accordance with a procedure where responses to information
requests shall be made within twenty days from their receipt. Either party shall
be entitled to pursue remedies for emergency judicial relief in any court of
competent jurisdiction, except that immediately following the preliminary
adjudication of such request for emergency relief, the parties hereby consent to
a stay of the judicial proceedings pending a determination of the dispute on the
merits by arbitration as herein provided.

17.6 Attorneys' Fees. The prevailing party in any action related to this Lease
shall be awarded reasonable attorneys' fees, court costs and expenses from the
other party.

17.7. Limitation on Landlord's Remedies. Notwithstanding anything in this
Section, under no circumstances may Landlord withhold services under this Lease
as a remedy for Tenant's default.

ARTICLE 18. NOTICES

Notices required or permitted hereunder must be given in writing, personally
delivered or sent by registered or certified mail, return receipt requested,
postage prepaid, or by a nationally recognized overnight courier service (e.g.,
Federal Express, UPS) at the addresses set forth in Sections L and M of the
Basic Lease Provisions or at any other address designated by Landlord or Tenant
in writing, and any such notice of communication shall be deemed to have been
given as of the date of delivery, if hand- or courier-delivered (including
Federal Express or other established overnight service which obtains a signed
receipt upon delivery), or as of three days after the date of mailing if mailed
certified, return receipt requested, postage prepaid.

ARTICLE 19. SUBORDINATION/QUIET ENJOYMENT

19.1 Subordination. Landlord expressly reserves the right at any time to place
liens and encumbrances on and against the Premises and the Project, superior in
lien and effect to this Lease and the estate created hereby, and Tenant shall
execute upon request subordination agreements in a form reasonably satisfactory
to Tenant to that effect; provided however, that Tenant's execution of the
subordination agreement shall be conditioned upon the holder of the encumbrance
recognizing Tenant's rights, notwithstanding any foreclosure of the lien or
encumbrance, and execution of a nondisturbance agreement, reasonably
satisfactory to Tenant, by such holder of the encumbrance. Landlord warrants to
Tenant that as of the date of this Lease, there is no deed of trust or mortgage
encumbering the Project or the Premises.

19.2 Quiet Enjoyment. Subject to the other provisions of this Lease and so long
as Tenant faithfully pays all rent and additional rent and other amounts owed
under this Lease and performs and complies with the obligations and conditions
to be performed and complied with by Tenant under this Lease, Tenant shall enjoy
and have throughout the Term of the Lease the quiet and undisturbed possession
of the Premises and the right to use the common areas and the other areas in
which Tenant is given rights under this Lease.


                                      30
<PAGE>


19.3 Waiver of Landlord's Lien. Landlord hereby waives any lien under ARS
     ---------------------------
(S)(S)33-361 and 362, and any other liens Landlord may have under law or
otherwise, in any of Tenant's furniture, trade fixtures, equipment, inventory,
or other personal property, whether located on or within the Premises or
otherwise, and whether now or hereafter owned by Tenant or any of Tenant's
customers or co-locators. Within twenty (20) days after written request
therefor, Landlord will confirm such waiver in writing in form and substance
reasonably acceptable to Landlord and providing that a lender or other holder of
an interest in Tenant's personal property may take possession of the Premises
for purposes of foreclosure on Tenant's property for no longer than 30 days,
subject to payment of rent and all other charges hereunder.

ARTICLE 20. BROKERS

Both Landlord and Tenant represent that they have dealt with no other broker
than as set forth in Sections N and 0 of the Basic Lease Provisions in
connection with the negotiation, execution and delivery of this Lease (the
"Broker"). Landlord agrees to pay a reasonable commission to the Broker, subject
to the terms of a separate agreement between Landlord and Broker. If any person
other than the Broker shall assert a claim to a finder's fee, brokerage
commission or other compensation on account of alleged employment as finder or
broker or performance of services as a finder or broker in connection with this
transaction, the party through whom the finder or broker is claiming to be owed
a finder's fee, brokerage commission or other compensation shall indemnify and
hold the other party harmless from and against any such claim and all costs,
expenses and liabilities incurred in connection with such claim or any action or
proceeding brought thereon, including but not limited to attorneys' fees and
court costs in defending such claim.

ARTICLE 21. RELOCATION [INTENTIONALLY OMITTED]

ARTICLE 22. SIGNAGE

Landlord shall retain control over the exterior appearance of the Building and
the Premises as viewed from the public. Tenant shall not install or permit to be
installed any drapes, shutters, signs, lettering, decoration, advertising or any
items on the outside of the Premises or in the interior of the Premises which
are visible from the outside of the Premises and in any way adversely alter the
exterior appearance of the Building or the Premises, except as described in the
Final Plans or any Other Plans approved by Landlord. Landlord will provide
Tenant with standard lobby signage. Tenant may at its sole expense install an
identification sign to be located on or near the entryway to the Premises using
Tenant's standard graphics, subject to Landlord's prior written consent as to
size and location, which consent shall not be unreasonably withheld, conditioned
or delayed. Notwithstanding the foregoing, Tenant shall have the right to remove
or block up the windows in the exterior walls of the Premises, subject to
Landlord's prior review and approval of the methods and materials, which
approval shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 23. GENERAL PROVISIONS

                                       31
<PAGE>

23.1 Force Majeure. This Lease and the obligations of Tenant and Landlord
hereunder shall not be affected or impaired because Landlord or Tenant is unable
to fulfill any of its obligations hereunder or is delayed in doing so if such
inability or delay is caused by reason of any strike, lockout, civil commotion,
war-like operations, war, riot, fuel shortage, police activities, invasion,
rebellion, hostilities, military or usurped power, sabotage, governmental
regulations or controls, inability to obtain any material, service or financing,
Act of God, or other cause beyond the control of the Landlord or Tenant, as
applicable, except that this provision does not under any circumstances excuse
non-payment of rent or additional rent.

23.2 Rules. Tenant and its officers, agents, employees, and customers shall
comply with the rules and regulations established by Landlord and attached
hereto as Exhibit D (the "Rules and Regulations") and with such modifications
and additions as Landlord may hereafter make for the Project; provided, however,
that such rules and regulations shall not be inconsistent with this Lease (and,
in the event of any inconsistency between the rules and regulations and this
Lease, the terms and provisions of this Lease shall prevail). Any violation of
the rules and regulations shall constitute a breach of this Lease, subject to
the notice and cure provisions of Article 17. Landlord shall enforce all Rules
and Regulations in a non-discriminatory and equitable manner, and no change in
any of the Rules and Regulations shall be effective until thirty (30) days after
notice thereof is given to Tenant, result in an increase in any of Tenant's
monetary obligations under this Lease or adversely affect Tenant's ability to
use the Premises for the Permitted Use or the conduct of Tenant's business in
accordance with the terms of this Lease. In the event of any conflict between
the Rules and Regulations and the terms and conditions of the Lease, the terms
and conditions of the Lease shall control.

23.3 Captions. The article captions contained in this Lease are for convenience
only and shall not be considered in the construction or interpretation of any
provision.

23.4 Integration. This Lease contains all of the agreements of the parties
hereto with respect to any matter covered or mentioned in this Lease, and no
prior agreement or understanding pertaining to any matter shall be effective for
any purpose. No provision of this Lease may be amended or added to except by an
agreement in writing signed by the parties hereto or their respective successors
in interest.

23.5 No Offer. Submission of this instrument for examination shall not bind
Landlord in any manner, and no lease or obligations of Landlord shall arise
until this instrument is signed and delivered by Landlord and Tenant.

23.6 No Waiver. No waiver by Landlord of any provision of this Lease or any
breach by Tenant hereunder shall be deemed to be a waiver of any other provision
hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant,
whether or not similar to the act so consented to or approved. No act or thing
done by Landlord or Landlord's agent during the Term of this Lease shall be
deemed an acceptance of a surrender of the Premises, and no agreement to accept
a surrender shall be valid unless in writing and signed by Landlord. No employee
of Landlord or of Landlord's agents shall have any power


                                      32
<PAGE>

to accept the keys to the Premises prior to the termination of this Lease, and
the delivery of the keys to any employee shall not operate as a termination of
the Lease or a surrender of the Premises.

23.7   Deadlines.  Time is of the essence of this Lease.

23.8   No Accord or Satisfaction.  No payment by Tenant or receipt by Landlord
of a lesser amount than the rent and other sums due hereunder shall be deemed to
be other than on account of the earliest rent or other sums due, nor shall any
endorsement or statement on any check or accompanying any check or payment be
deemed an accord and satisfaction; and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rental or
other sum and the pursue any other remedy provided in this Lease.

23.9   Non-Recourse Liability.  If Landlord fails to perform any of its
obligations under this Lease and, as a consequence of such nonperformance,
Teneant recovers a money judgment against Landlord, such judgement shall be
satisfied only out of Landlord's interest in the Project. Landlord, its
affiliates, shareholders, members, partners, officers, directors, heirs,
personal representatives, successors or assigns, shall have no liability
whatsoever for any deficiency, and no other assets of Landlord, its affiliates,
shareholders, members, partners, officers, directors, heirs, personal
representatives, successors or assigns, shall be subject to levy, execution or
other enforcement procedures as a result of such judgement. Notwithstanding any
provision of this Lease, Tenant shall not be entitled to recover consequential
or speculative damages for any default by Landlord.

23.10  Governing Law; Choice of Forum.  This Lease shall be deemed to be made
under, shall be construed in accordance with, and shall be governed by the
internal, substantive laws of the State of Arizona (without reference to choice
of law principles). Any action brought to interpret, enforce, or construe any
provision of this Lease shall be commenced and maintained in the Superior Court
of the State of Arizona in and for the County of Maricopa (or, as may be
appropriate, in the Justice Courts of Maricopa County or in the United States
District Court for the District of Arizona, if, but only if, the superior court
lacks or declines jurisdiction over such action). The parties irrevocably
consent to jurisdiction and venue in such courts for such purposes and agree not
to seek transfer or removal of any action commenced in accordance with the terms
of this paragraph.

23.11  Exhibit.  All Exhibits referred to herein and attached hereto are a part
hereof.

23.12  Successors and Assigns.  This Lease shall be binding upon and inure to
the benefit of the parties and their respective successors in interest and
permitted assigns, provided, however, Tenant may not assign this Lease except
as provided herein.

23.13  Confidentiality.  If Landlord has access to or obtains confidential
information concerning Tenant's business, facilities, operations, plans,
customers, proprietary software, technology, products, ownership structure (so
long as Tenant is a privately held company), and finances, ("Confidential
Information"), Landlord agrees that it will not use such informtion for its own
account or the account of any third party except as expressly permitted under
this Lease, and

                                       37
<PAGE>

Landlord will take reasonable precautions to protect the confidentiality of such
information and will not disclose the Confidential Information to third parties
(except as required by law, to Landlord's attorneys, accountants, third party
consultants and other advisors, mortgagees and lenders, or prospective
purchasers of the Building, as reasonably necessary, requiring such parties to
take reasonable precautions to protect the confidentiality of the Confidential
Information).

23.14 Landlord's Warranties. Landlord represents and warrants to Tenant that (i)
Landlord holds fee title to the Building, including, without limitation, the
Premises; (ii) the Building and the Premises, as of the date of this Lease, are
not subject to any ground lease, deed of trust, or mortgage; (iii) the person
executing this Lease on behalf of Landlord has full power and authority to sign
this Lease on behalf of Landlord and to bind Landlord to its terms; (iv) no
other person or entity has the right to occupy and use the Premises from and
after the date of this Lease; (v) as of the Delivery Date, the Premises will be
in compliance with Laws; and (vi) the Project is not within the 100 year flood
plain.

23.15 Zoning. Landlord and Tenant acknowledge that the Project is zoned Downtown
Core District under the City of Phoenix Zoning Ordinance. To Landlord's
knowledge and belief, the use of the Premises as contemplated hereunder as of
the date of execution of this Lease is in allowable thereunder.

ARTICLE 24.    CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS

24.1 Co-location. Tenant may co-locate customer equipment in the Premises.
Notwithstanding anything in this Lease to the contrary, the installation of
Tenant's customers' equipment in the Premises shall not require the prior
consent of Landlord, so long as the customer equipment does not exceed the floor
load capacity of the Premises. Tenant shall defend, indemnify, and hold Landlord
harmless from, for, and against any and all claims of and from such customers
relating to such co-location. Tenant shall not be required to pay to or share
with Landlord any profits or co-location fees or charges Tenant receives from
the customers whose equipment is co-located. No tenancy or subtenancy shall be
created by co-location of equipment allowed under this Article, nor shall co-
location under this provision be considered an assignment or transfer under
Article 15 of this Lease.

24.2 Right to Serve Other Tenants. Tenant shall have the right to interconnect
its telecommunications facilities with or provide telecommunications services to
other tenants of the Building. Tenant may, but is not obligated to, make such
connections with other tenants through an authorized "meet me room," and, in
connection therewith, Tenant shall pay reasonable, uniformly applied charges
assessed by the operator of the meet me room. Tenant shall not make carrier-to-
carrier connections outside the "meet me room" except for Tenant's own primary
use or in connection with provision of service to Tenant's customers or
affiliates. Subject to the foregoing, Tenant shall be permitted reasonable
access to the Building for the purpose of installing, operating, repairing, and
maintaining the facilities and equipment connecting Tenant's network to the
Building's other tenants. Tenant will consult with Landlord in advance to
determine an appropriate entrance plan and Tenant will not proceed with
installation until Landlord's written approval has been obtained, such approval
not to be unreasonably withheld,


                                      34
<PAGE>

conditioned or delayed. Tenant will perform any installation in accordance with
Article 10 above and in such a manner as to not unreasonably disrupt Building
operations. Tenant will restore the Building to its original condition, and bear
all costs for rearrangements or restoration, as necessary.

                        [SIGNATURES ON FOLLOWING PAGE]



                                      35
<PAGE>

LANDLORD:                                TENANT:

STERLING NETWORK EXCHANGE, LLC           INFLOW, INC., a Delaware corporation
a Delaware limited liability company

By: Sterling Network Manager             By: /s/ Arthur H. Zeile
Its: Managing Member                        --------------------

                                         Name: Arthur H. Zeile
By: /s/ Anthony [Illegible]                    -----------------
    -----------------------
                                         Title: President, C.E.O.
Name: Anthony [Illegible]                       ----------------
     ----------------------
                                         Date signed: 2/14/00
Title: SVP                                            ----------
      ---------------------

Date signed: 2-11-00











<PAGE>

                                  Exhibit A




                             Floorplan Graphic of
                                   Downtown
                                   Phoenix
                                  Technology
                                   Exchange

<PAGE>

                                   EXHIBIT B

                           SITE PLAN OF THE PROJECT


                                      38
<PAGE>

                                   EXHIBIT C

                                  WORK LETTER

I.   DESCRIPTION OF LANDLORD'S WORK
     ------------------------------

The following is a description of the improvements to be provided by Landlord in
the Premises, at Landlord's cost except as designated to be at Tenant's cost,
and excluding Tenant's Work, as defined in the Lease. As to all building
materials and equipment which Landlord may be obligated to supply under the
"Description of Landlord's Work", Landlord will provide Tenant with
construction, by standard methods, of good and workmanlike quality, and in
compliance with plans and specifications approved by Tenant as follows:
Landlord's architects and engineers shall prepare plans and specifications for
the Building and submit them to Tenant and Setter, Leach, and Linstrom (whose
address is 1100 Peavey Building, 730 Second Avenue South, Minneapolis, MN
55402). Tenant shall have 3 business days to review the plans and specifications
and approve or disapprove them. If Tenant disapproves the plans and
specifications, and Landlord declines to make changes to accommodate Tenant's
objections, then Tenant may terminate this Lease by notice to Landlord. The
approved plans and specification shall be the "Plans for Landlord's Work".

A.   STRUCTURE
     ---------

The building is an existing structure of Type II One Hour construction in
accordance with the Uniform Building Code, originally designed for industrial
and office functions. The various areas of the building were designed for the
following live loads: 100 PSF, up to 250 PSF Landlord warrants that the Premises
load capacity is 125 PSF except that those areas designated on Exhibit A as 250
PSF, which have a 250 PSF capacity. See the structural report for more detailed
information on where the various loadings occur. The existing structural systems
will be maintained without significant alteration. The addition of structural
supports required to meet tenant requirements shall be at the Tenant's expense.
Floor is exposed concrete over 100% of the lease space and shall be sealed by
Landlord at Landlord's expense.

B.   ROOF
     ----

     1. Roof System: Tremco BURmastic 200, 5-layer composite ply cold process
roof system with at least a 15 year warranty. Landlord will complete the Roof on
or before May 26, 2000, making commercially reasonable efforts to have the Roof
substantially watertight by April 21,2000.

     2. Landlord will complete the screening and parapet for the roof on or
before the Commencement Date.

C.   INTERIOR FINISHES
     -----------------

     1. Asbestos has been removed from the building.


                                      39
<PAGE>

     2. Corridor and public spaces within the building shall be finished by
Landlord with painted gypsum board, have vinyl tile floor coverings with 4"
vinyl base, ceilings of exposed, painted structure, and wall mounted fluorescent
lighting.

     3. Common toilet rooms shall be finished by Landlord with painted gypsum
board walls and ceilings, baked enamel toilet partitions, resilient sheet
flooring with resilient sheet cove base, and fluorescent light fixtures, except
that the restroom adjacent to Tenant's Premises (as designated on Exhibit A)
shall have ceramic tile floor, and laminate countertops. Tenant shall have the
right to further upgrade this restroom at Tenant's sole expense and with
Landlord's prior approval as to the same.

     4. Landlord shall install the demising wall as soon as possible following
issuance of the applicable building permit, with metal studs, wire lath, and
sheetrock on the common area side from floor to underside of deck above. The
Premises side of the demising wall is Tenant's responsibility.

D.   WALKWAYS. EMERGENCY EXITS
     -------------------------

If an emergency exit/service door is required, such a door will be provided at a
location determined by Landlord, and exit signs and emergency lighting provided.
Emergency lighting will be provided by Landlord only in public and common use
spaces. All emergency lighting required in the Premises will be provided by the
Tenant at Tenant's expense.

E.   UTILITIES
     ---------

     1. Water and sewer lines currently serve the existing building and shall
remain in place to serve the new building toilet facilities. Any toilet
facilities constructed for the public or common use spaces to meet code
requirements will be by Landlord. Any toilet spaces requested to be included in
the Premises shall be subject to Landlord approval and provided by Tenant.

     2. The building is served by a wet-pipe automatic sprinkler system. The
system will be modified by Landlord to provide dry-pipe sprinklers in the public
and common spaces, with a sprinkler main on each level with tap-off valves to
serve tenant spaces. The system will be designed to provide a dry-pipe pre-
action sprinkler system if required by Tenant. All work associated with the
sprinkler system from the sprinkler main tap-off valve throughout the tenant
space shall be by Tenant at Tenant's expense.

     3. The current building fire alarm system will be removed and replaced with
a Class "A" multi-plexed addressable system in all the public and common use
areas. The system will be capable of connecting to Tenant fire alarm systems
within the tenant spaces. All fire alarm work inside the tenant spaces shall be
by Tenant at Tenant's expense. Tenant will be required to provide to the
building fire alarm system, the monitoring points required per the authority
having jurisdiction.

     4. The existing HVAC system will be replaced by the Landlord to include
all public and common use spaces. A condenser water distribution system with
tie-in valves will be


                                      40
<PAGE>

available to all tenants at 150 BTU/SF with N + I redundancy. Extension of the
piping will be from the tie-in valves located in common chases throughout the
building. Common chases will be made available to all tenants to use for piping,
if required, to connect to equipment that may be located on the roof, such
piping to be installed by Landlord at Tenant's expense. Extension of piping,
refrigerant piping, dry coolers and condensing units are at Tenant's expense.
All such equipment and its location shall be subject to all local ordinances and
Landlord's approval as to location, installation, and screening, which approval
shall not be unreasonably withheld, conditioned or delayed.

     5. The current 4-4,000 Amp electrical distribution system will be renovated
and upgraded to provide electrical service to all tenants. Landlord will provide
power and electrical outlets for all public and common use spaces. Landlord will
provide for use by Tenant 3,200 Amp 480 Volt 3 phase single panel power, through
two 1600 Amp feeds in electrical room. Connections to the building distribution
system shall be made by Landlord's contractor at Tenant's expense, reimbursed to
Landlord on the earlier of 10 days following invoice by Landlord for such
service or Tenant's opening for business in the Premises. Transformation and
installation of electrical systems within the Premises shall be by Tenant at
Tenant's expense. Landlord reserves the right to reasonably designate point of
connection and internal building routing.

     6. Landlord will provide emergency power generation equipment within the
building public and common use spaces to provide code required emergency power
for critical functions in those areas.

     7. Fiber optic telephone lines are currently located in Second Street, Van
Buren, and First Street with an existing fiber vault into the building on Second
Street. On or before the Delivery Date, Landlord will have constructed a second
vault to allow connection to a second source of fiber optic cabling. Connection
to the fiber optic cables and distribution of signal to the tenant spaces shall
be by Tenant. Tenant may bring its fiber optic cabling from the street to the
Premises subject to Landlord's approval of the route over (or through) which the
cabling is run, which approval shall not be unreasonably withheld, conditioned,
or delayed.

     8. Power generation equipment consisting of batteries required by the
tenants shall be Tenant's responsibility at Tenant's sole cost. It is expected
that battery rooms will require construction to meet Article 64 of the NTPA per
the City of Phoenix. Compliance with code requirements will be Tenant's
responsibility and at Tenant's expense.

     9.   Electrical utility is provided by Arizona Public Service. Four utility
circuits are supplied from the Downtown network.

     10.  Landlord will provide a building security system consisting of card-
access and door monitoring.

     11. Landlord will provide Tenant with any existing non-proprietary CAD
drawings of the Building and one-line drawings of the systems of the Building
which are in Landlord's possession or control, in electronic format, if
possible. Landlord will provide Tenant with


                                      41
<PAGE>

documentation regarding Building
systems in Landlord's possession or control, as reasonably requested by Tenant.

F.   GROUNDING AND LIGHTNING PROTECTION
     ----------------------------------

     1. Landlord shall provide a UL Certified Master Seal Lightning Protection
System for the Building.

     2. Landlord will provide a Building AC Grounding System with a 1 to 5 Ohm
Resistance. Landlord, shall provide a DC Grounding System with connection points
on each floor.

     3.   Lightning protection and grounding will comply with National Electric
Code Requirements and Bellcore Standards.

G.   GENERATOR CUBICLES: FUELING FACILITIES: EXHAUST; AND RADIATORS
     --------------------------------------------------------------

     1. Tenant has been assigned Generator Cubicle(s) under Section 8 of the
Lease, as shown on Exhibit F. Construction of Tenant's Generator Cubicles and
all associated general construction is at Tenant's expense and will be
responsibility of Tenant. Cubicles shall be limited to 500 usable square feet in
area, and shall be designed to meet H-3 Classification per City of Phoenix
requirements. Tenant is responsible for obtaining required permits and payment
of all associated fees and construction costs.

     2. Landlord will design and construct Fuel Line Header from Refueling Port
at exterior of the Building to a Solenoid Valve Tap-off within ten (10) feet of
the Generator Cubicle (the entire fueling system is referred to as the "Fueling
Port System"). Tenant, at Tenant's expense, is responsible for design and
construction of the Fuel Line from Valve to Fuel Tank as well as associated
conduit, power and control wiring to Fueling Port Station. Landlord directs
where conduit and control piping can be run in the Building and may require that
all such conduit be constructed and installed by Landlord at Tenant's expense.
All Tenant piping is subject to City of Phoenix permit requirements. Tenant will
pay pro rata cost of Fueling Port System and main Fuel Header Line based on the
proportion of the total number of Generator Cubicles used by Tenant to the total
number shown on Exhibit F.

     3. Landlord, at Tenant's expense, will design and construct a Generator
Exhaust System from the Generator Motor Exhaust Port to the rooftop termination.
Tenant shall provide requirements for Exhaust Duct Diameter based on Tenant
Generator size. All Generator Exhaust Piping shall be Selkirk IPS. Tenant shall
have right to inspect exhaust pipe installation, and provide written acceptance
of the installation. If such inspection identifies corrective action, Tenant
shall advise Landlord, in writing, of proposed corrective action in sufficient
time for Landlord to effect repairs prior to Tenant's Commencement Date.

     4. Landlord, at Tenant's expense, will design and construct a Radiator
Cooling Loop from Tenant's Generator Cubicle(s) to rooftop location of Radiator
Platform and extend piping two (2) feet onto Platform. Tenant will be provided
with structural platform above the roof to


                                      42
<PAGE>

locate Generator Radiator(s), in the locations specified in Exhibit E. Landlord
is installing the Radiator Platform, and Tenant shall pay to Landlord Tenant's
share of the cost of the Radiator Platform calculated based on the pro rata
portion of the Platform dedicated to Tenant's Radiator(s). (For example: Four
(4) radiator locations on a Platform. Tenant installs one (1) Radiator. Tenant's
cost is one-fourth (1/4) of total Platform construction cost.) Tenant at its own
expense shall be responsible for installing and securing the Radiator(s) and
make final connection of Cooling Piping. Tenant at its own expense shall also
provide any Sound Attenuation Devices required by local ordinances or required
by City of Phoenix with respect to Tenant's equipment, and Landlord shall
provide any Sound Attenuation Devices required for the Building.

     5. Tenant, at Tenant's expense, shall install a Foam Fire Suppression
System for its Generator Cubicles in accordance with City of Phoenix
requirements. Landlord will provide piping to allow Fire Department to introduce
Fire Suppression Foam into Generator Farm Area, if required, and Tenant shall
pay its proportionate share of the cost of such piping and the installation
thereof, based on the proportion of the total number of Generator Cubicles used
by Tenant to the total number of Generator Cubicles in the generator farm area.

H.   ROOFTOP DRY COOLER LOCATIONS
     ----------------------------

     Landlord will provide a Grillage above the roof for Tenant Dry Coolers, the
cost of which will be charged to Tenant on pro rata basis based on number of Dry
Coolers actually installed by Tenant. Landlord reserves the right to reasonably
approve the routing of condenser piping and conduit, and Landlord may, at
Landlord's option, install the same at Tenant's expense from the Premises to the
Grillage. Tenant, at its expense, will be required to distribute piping to each
of six shafts currently located in Tenant space. Tenant is responsible for
installation of Dry Coolers and associated piping, power, and controls to meet
City of Phoenix requirements, at Tenant's sole expense. Dry Cooler locations for
Tenant are as indicated on attached plan identified as Exhibit E.

11. DESCRIPTION OF TENANT IMPROVEMENTS WITHIN THE PREMISES
    ------------------------------------------------------

     A. In addition to those items specified as Tenant responsibility above,
Tenant shall construct Improvements in the Premises in accordance with the Final
Plans approved by both parties. Tenant's construction and installation of such
Improvements is subject to the master plans and specifications of the Building.
Landlord will cooperate in good faith with Tenant on the permitting and approval
of Tenant's Improvements.

     B. COST OF WORK PERFORMED BY LANDLORD ON BEHALF OF TENANT. As to work
described above to be performed by Landlord at Tenant's expense, Landlord shall
provide to Tenant as soon as is practicable, but no later than March 1, 2000, a
good faith estimate as to the cost of such work. Tenant shall notify Landlord
within five (5) business days as to whether Tenant approves the cost of such
work. If Tenant does not approve the cost of such work, or if Landlord does not
provide the cost estimates on or before March 1, 2000, then Tenant may obtain
its own estimates and perform the work (or have the work performed) itself, and
Landlord will reasonably cooperate with Tenant on the same. All such work will
under all


                                      43
<PAGE>

circumstances be subject to Landlord's prior approval of plans, specifications,
and routing of pipes and conduits, such approval not to be unreasonably
withheld, conditioned, or delayed. As to items which are to be prorated between
Tenant and other tenants, if Tenant elects hereunder to perform the work
hereunder, then Tenant shall pay for its pro rata share of such work and
Landlord will pay the remainder.

     C. INSPECTIONS: REIMBURSEMENTS FOR WORK DONE BY LANDLORD AT TENANT EXPENSE.
Tenant shall have the right to have its architects and engineers inspect
Landlord's Work for compliance with the Lease, including, without limitation,
this Exhibit C, and the Plans for Landlord's Work. In each instance above where
work is be performed by Landlord at Tenant's expense, Tenant shall reimburse
Landlord for such work within thirty (30) days after notice and presentation of
an invoice for such work in accordance with this provision and the requirements
of the Lease, provided that Tenant's architects and engineers have confirmed
that the work represented by such invoice has been completed in compliance with
this Lease and the Plans for Landlord's Work. If Tenant notifies Landlord that
Tenant or its architects and engineers have reasonably determined that the work
represented by an invoice has not been completed in compliance with this lease
and the Plans for Landlord's Work, Landlord and Tenant shall use commercially
reasonable good faith efforts to resolve any such disagreement, and if such
disagreement cannot be resolved by Landlord and Tenant, they shall submit the
matter to arbitration as provided in Section 17.4 of this Lease. Landlord may
present multiple invoices from time to time as work is in progress or completed.
Tenant's failure to reimburse Landlord or to notify Landlord within ten (10)
business days after Tenant's receipt of notice with a copy of Landlord's invoice
that Tenant is contesting the amount claimed due shall be deemed a failure to
pay additional rent under the Lease. Reimbursement amounts not paid within
thirty (30) days after presentation of the invoice to Tenant shall bear
interest at the rate of 18% per annum or the highest rate allowed by law,
whichever is lower. Landlord shall give notice with copies of invoices in
accordance with the notice provisions of Article 18 of the Lease.


                                      44
<PAGE>

                                   EXHIBIT D

                             RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed, printed or affixed on or to any part of the outside of the Premises
or the surrounding area without the prior written consent of the Landlord. If
Landlord consents, it may regulate the manner of display of the sign, placard,
picture, advertisement, name or notice. Without notice to and at the expense of
Tenant, Landlord may remove any sign, placard, picture, advertisement, name or
notice which has not been approved by Landlord or is being displayed in a non-
approved manner. Tenant shall not place anything or allow anything to be placed
near the glass of any window, door, partition or wall which may appear unsightly
from outside of the Building.

2. Tenant shall not obstruct sidewalks, halls, passages, exits and entrances in
the Building or the Project and shall not use sidewalks, halls, passages, exits
and entrances for any purpose other than ingress and egress. The halls,
passages, exits and entrances are not for the use of the general public other
than persons who are making use of the services offered by Tenant, and Landlord
retains the right to the control thereof and may prevent access by persons whose
presence, in the judgment of the Landlord, is prejudicial to the safety,
character, reputation and interest of the Building; provided, however, that
nothing herein contained shall be construed to prevent access by persons with
whom a Tenant normally deals in the ordinary course of that Tenant's business.
Except as provided in the Lease, no Tenant and no employees or invitees of any
Tenant shall go upon the roof of the Building without Landlord's prior consent.

     Except as provided in the Lease, Tenant shall not alter any lock or install
any new additional locks or any bolts on any door of the Premises without the
prior written consent of Landlord. Tenant shall provide Landlord with copies of
keys or key cards for all locks and locking systems.

4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purposes other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from a violation of this rule shall be
borne by the Tenant who, or whose employees or invitees, caused it.

5. Except as permitted with respect to Tenant's Work, Tenant shall not mark on
or drive nails, screw or drill into the partitions, woodwork or plaster (except
as may be incidental to the hanging of wall decorations), and shall not in any
way deface the Premises.

6.   Tenant shall not cause any unnecessary labor by reason of Tenant's
carelessness or indifference in the preservation of good order and cleanliness.

7.   Except "helper animals" and seeing eye dogs, animals and birds are
prohibited in or about the Premises.

                                      45
<PAGE>

8. No cooking shall be done or permitted by Tenant in the Premises, except by
Tenant's employees, using an Underwriters' Laboratory approved microwave oven or
equipment for brewing coffee, tea, hot chocolate and similar beverages provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations. Kitchen and lunchroom
facilities and equipment as set forth in the foregoing sentence are allowed only
for the use of Tenant's employees and customers.

9. Tenant shall not use or keep within the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material except for
use in connection with Tenant's generators and other equipment of Tenant and
Tenant's customers.

10.  The directory of the Building will be provided exclusively for the display
of the name and location of tenants only and Landlord reserves the right to
exclude any other names therefrom.

11.  Tenant shall not place a load upon any floor which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.

12. Except as provided in the Lease, Tenant shall not install any radio or
television antenna, satellite dish, loudspeaker or other device on the roof or
exterior walls of the Building. Tenant shall not unreasonably interfere with
radio or television broadcasting or reception from or in the Building or
elsewhere.

13. Tenant shall store all its trash and garbage within its Premises or in an
outside receptacle provided by or acceptable to Landlord. Tenant shall not place
in any trash box or receptacle any material which cannot be disposed of in the
ordinary and customary manner of trash and garbage disposal. All garbage and
refuse disposal shall be made in accordance with directions issued from time to
time by Landlord.

14. The requirements of Tenant will be attended to only upon appropriate
application to the office of the Building by an authorized individual. Employees
of Landlord shall not perform any work or do anything outside of their regular
duties unless under special instruction from Landlord, and no employee of
Landlord will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.

15. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Project.

16. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Project. Tenant shall
be responsible for the observance of all of the foregoing rules by Tenant's
employees, agents, clients, customers, invitees and guests.
<PAGE>

Exhibit E graphic portraying the Downtown Phoenix Technology Exchange roof level
equipment plan.