OFFICE LEASE AGREEMENT

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                            FBR CAPITAL CORPORATION,
                                  D/B/A VITRIX

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                              51 West Third Street
                              Tempe, Arizona 85281
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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Article 1.   Summary and definition of certain lease provisions and exhibits  1

Article 2.   Premises; right to use common areas............................  4

Article 3.   Term...........................................................  5

Article 4.   Minimum monthly rent...........................................  5

Article 5.   Additional rent; expense stop..................................  5

Article 6.   Parking........................................................  9

Article 7.   Rent Tax and Personal Property Taxes...........................  9

Article 8.   Payment of rent; late charges..................................  9

Article 9.   Security Deposit............................................... 10

Article 10.  condition of the premises...................................... 11

Article 11.  Tenant improvements and alterations............................ 11

Article 12.  Fixtures; personal property; and surrender of premises......... 12

Article 13.  Liens.......................................................... 13

Article 14.  Use of Premises; rules and regulations......................... 14

Article 15.  rights reserved by landlord.................................... 15

Article 16.  Quiet Enjoyment................................................ 16

Article 17.  Maintenance and Repair......................................... 17

Article 18.  Utilities and janitorial services.............................. 18

Article 19.  Entry and Inspection........................................... 19

Article 20.  Tenant's insurance and indemnification of landlord............. 19

Article 21.  Landlord's insurance........................................... 22

Article 22.  Damage and destruction of premises............................. 23

Article 23.  Eminent Domain................................................. 25

Article 24.  Assignment and Subletting...................................... 25

Article 25.  Sale of Premises by Landlord................................... 27

Article 26.  Subordination; recognition and attornment...................... 28

Article 27.  Landlord's default and right to cure........................... 28

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Article 28.  Estoppel Certificates.......................................... 29

Article 29.  Tenant's default and landlord's remedies....................... 29

Article 30.  Tenant's recourse.............................................. 32

Article 31.  Holding over................................................... 32

Article 32.  General provisions............................................. 32

Article 33.  Notices........................................................ 34

Article 34.  Broker's commissions........................................... 35


Addendum to Office Lease Agreement

EXHIBIT A    Floor Plan of the Building indicating Premises
EXHIBIT B    Rules and Regulations
EXHIBIT C    Lease Guarantee (Intentionally Omitted)
EXHIBIT D    Tenant Improvement Work Letter
EXHIBIT E    Parking
EXHIBIT F    Confirmation of Commencement Date
RIDER 1      Renewal Option
RIDER 2      Landlord Concessions
RIDER 3      Expansion Right
RIDER 4      Janitorial Cleaning Services

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                             OFFICE LEASE AGREEMENT

                     FBR CAPITAL CORPORATION, d/b/a Vitrix,
                              a Nevada corporation

                                  Hayden Square

     THIS OFFICE LEASE AGREEMENT, dated September 5th, 1999, is made and entered
into by LAFP PHOENIX,  INC. a California  corporation (the "Landlord"),  and FBR
CAPITAL  CORPORATION,  d/b/a Vitrix, a Nevada  corporation,  (the "Tenant").  In
consideration  of the  mutual  promises  and  representations  set forth in this
Lease, the Landlord and Tenant agree as follows: y

                                   ARTICLE 1.

                        SUMMARY AND DEFINITION OF CERTAIN
                          LEASE PROVISIONS AND EXHIBITS

     1.1 The  following  terms and  provisions  of this Lease,  as amplified and
modified by other terms and provisions  hereof, are included in this Section 1.1
for  summary  and  definitional  purposes  only.  If  there is any  conflict  or
inconsistency  between any term or  provision  in this Section 1.1 and any other
term or provision of this Lease, the other term or provision of this Lease shall
control:

          (a) Landlord:                       LAFP PHOENIX, INC.

          (b) Address of Landlord             Lowe Enterprises Commercial Group
              for Notices:                    11209 N. Tatum Boulevard
                                              Suite B-208
                                              Phoenix, Arizona  85028
                                              Attention:  Kent D. Merselis

              with a copy to:                 Lowe Enterprises Investment
                                                Management, Inc.
                                              145 S. State College Blvd., #145
                                              Brea, California  92821
                                              Attention:  Lynda Cook

          (c) Tenant:                         FBR CAPITAL CORPORATION,
                                              d/b/a Vitrix

          (d) Address of Tenant for Notices:  Before Commencement Date:
                                              20 East University, Suite 304
                                              Tempe, Arizona 85281

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                                              From and after Commencement Date:
                                              51 West Third Street, Suite 310
                                              Tempe, Arizona 85281

          (e) Lease  Term:  Five (5) years  plus the  remainder  of any  partial
calendar month in which the Lease Term commences,  beginning on the Commencement
Date and ending on the Expiration Date.

          (f) Commencement Date:  December 1, 1999 (subject to delay per Exhibit
D) (see Article 3).

          (g) Expiration  Date:  November 30, 2004 (subject to delay per Exhibit
D) (see Article 3).

          (h) Building:  The office  buildings known as Hayden Square located at
310,  350,  404 and 410 S. Mill Avenue and 51 W. Third  Street,  Tempe,  Arizona
85281 (the "Building"), containing approximately 106,449 rentable square feet.

          (i) Premises: Suite 310 on the third floor of the Building as shown on
Exhibit A,  containing  approximately  5,651 rentable square feet which includes
approximately  5,046  usable  square  feet.  All  references  to  "rentable"  or
"useable" square feet,  footage or area,  shall be deemed measured,  as the case
may be, in accordance with American National Standard  Z65.1-1996,  as published
by BOMA International.  Landlord has the right to measure the Premises following
delivery of the Premises to Tenant. If the number of rentable square feet in the
Premises, based on the aforementioned BOMA standards is more or less than stated
herein,  the Minimum  Monthly Rent set forth in Section  1.1(j) and Tenant's Pro
Rata Share set forth in Section  1.1(k) shall be adjusted by Landlord to conform
to the actual rentable square feet.

          (j)  Minimum  Monthly  Rent:  Subject  to  completion  of  the  Tenant
Improvements by Landlord,  rent shall be payable  commencing on December 1, 1999
and on the first day of each  month  thereafter  until  November  30,  2004 (see
Article 4) according to the following schedule:

          Equal monthly installments of $10,477.90 for the first through twelfth
          months of the Lease  Term  (rental  rate of  $22.25  FSG per  rentable
          square foot);

          Equal monthly  installments  of $10,948.81 for the thirteenth  through
          twenty  fourth months of the Lease Term (rental rate of $23.25 FSG per
          rentable square foot); and

          Equal monthly  installments of $11,302.00 for the twenty-fifth through
          thirty-sixth  months of the Lease Term  (rental rate of $24.00 FSG per
          rentable square foot).

          Equal  monthly  installments  of  $11,772.92  for  the  thirty-seventh
          through  forty-eighth  months of the Lease Term (rental rate of $25.00
          FSG per rentable square foot); and

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          Equal monthly  installments of $12,126.10 for the forty-ninth  through
          sixtieth  months of the Lease Term (rental rate of $25.75 per rentable
          square foot).

          (k) Tenant's Pro Rata Share:  Approximately  5.3% (see Article 5). The
actual  amount  of  Tenant's  Pro Rata  Share  shall  be  determined  after  the
Commencement Date, and may be adjusted from time to time thereafter,  based upon
the actual amount of rentable square feet in the Building and the Premises. Upon
any  expansion  of the  Premises,  Tenant's Pro Rata Share shall be increased to
reflect the  inclusion of the  additional  square feet  comprising  the expanded
Premises. Tenant's Pro Rata Share shall be the percentage calculated as follows:
the rentable square feet comprising the Premises  divided by the total number of
rentable square feet in the Building provided,  however,  that during any period
in which any  portion of the  Building  is  unusable  as a result of casualty or
condemnation,  the rentable square footage of the Building shall be deemed to be
the rentable square footage of the Building  immediately  prior to such casualty
or condemnation.

          (l) Expense Stop:  The Operating  Costs for the Building for Operating
Year 1999 (the "Base Year"), computed based on the Building being 95% leased and
occupied. (see Section 5.2).

          (m) Security Deposit: $12,126.10 (see Article 9).

          (n) Building Hours: Monday through Friday 7 a.m. to 6 p.m.
                              Saturday 8 a.m. to 12 Noon
                              Excluding Sundays and legal holidays.
                              After Hours usage of HVAC shall be billed
                              at the rate of $8.00 per hour.
                              Notwithstanding any provision of this Lease to the
                              contrary, Tenant shall have access to the Premises
                              twenty-four (24) hours a day, seven (7) days a
                              week, three hundred sixty-five (365) days a year.

          (o) Parking: (see Article 6).

          (p) Tenant Improvement Allowance: See Exhibit D.

          (q) Tenant Improvements: See Exhibit D.

          (r) Broker(s):  Grubb & Ellis ("Landlord's  Broker") shall be entitled
to receive a brokerage  commission in connection with this Lease.  The amount of
such commission and other matters are addressed in a separate written agreement.
The brokerage commission shall be paid solely by Landlord.

     1.2 The  following  addenda,  exhibits  (the  "Exhibits"),  and riders (the
"Riders") are attached hereto and incorporated herein by this reference:

     Addendum to Office Lease  Agreement  (the  "Addendum"),  dated of even date
herewith, consisting of 1 page.

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          EXHIBIT A  Floor Plan of the Building indicating Premises
          EXHIBIT B  Rules and Regulations
          EXHIBIT C  Lease Guarantee (Intentionally Omitted)
          EXHIBIT D  Tenant Improvement Work Letter
          EXHIBIT E  Parking
          EXHIBIT F  Confirmation of Commencement Date
          RIDER 1    Renewal Option
          RIDER 2    Landlord Concessions
          RIDER 3    Expansion Right
          RIDER 4    Janitorial Cleaning Services

     1.3 The Office Lease Agreement,  the Addendum, the Exhibits, the Riders and
any schedules are collectively referred to herein as the "Lease."

                                   ARTICLE 2.

                       PREMISES; RIGHT TO USE COMMON AREAS

     2.1 Landlord leases to Tenant and Tenant leases from Landlord the Premises,
for and subject to the rents, terms,  conditions,  covenants, and provisions set
forth in this Lease.  This Lease is subject to all liens,  encumbrances,  ground
leases,  easements,  restrictions,  covenants and other  matters of record,  the
Rules and  Regulations  described  in  Section  14.2 and the  Parking  Rules and
Regulations described in Exhibit E.

     Tenant and Tenant's agents, contractors,  customers,  directors, employees,
invitees, officers, and patrons (collectively, the "Tenant's Permittees") have a
non-exclusive  privilege and license to use,  during the Lease Term,  the Common
Areas in common with all other tenants,  occupants, and authorized users thereof
and their respective permittees. For purposes of this Lease, (a) "Land" consists
of the parcel of land  containing the Building and (b) "Common Areas" consist of
those areas  within the Building and Land not leased to any tenant and which are
intended by Landlord to be available for the use, benefit,  and enjoyment of all
occupants  of the  Building.  While the  Automobile  Parking  Area  described in
Article 6 and Exhibit E is partially  located  within the Land, it is subject to
use by multiple  parties as  provided  therein  and is  therefore  not a "Common
Area".

     2.2 As used in this Lease,  "Interior  Common  Facilities"  means  lobbies,
corridors,  hallways,  elevator foyers,  restrooms,  mail rooms,  mechanical and
electrical rooms,  janitor closets, and other similar facilities used by tenants
or for the benefit of tenants on a non-exclusive basis.

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                                   ARTICLE 3.

                                      TERM

     3.1 The Lease Term, the  Commencement  Date and the Expiration  Date are as
set forth in Article 1. Even though the Lease Term does not  commence  until the
Commencement  Date,  this  Lease  shall be in full force and effect as a binding
obligation of the parties from and after the date of this Lease.

                                   ARTICLE 4.

                              MINIMUM MONTHLY RENT

     4.1 Tenant shall pay to Landlord, without deduction,  setoff, prior notice,
or demand, for the use and occupancy of the Premises,  the Minimum Monthly Rent,
payable in advance on the first day of each and every  calendar month during the
Lease Term. If the Lease Term  commences on a date other than the first day of a
calendar month, the Minimum Monthly Rent for that month (if applicable) shall be
prorated on a per diem basis  (based on a 30-day  month) and be paid to Landlord
within five (5) days after the Commencement Date. Tenant's obligation to pay the
Minimum  Monthly Rent and the Additional Rent are independent of any other term,
covenant,  condition,  or provision herein contained.  Minimum Monthly Rent, and
Additional  Rent as defined  in Article 5 may be  referred  to  collectively  as
"Rent".

                                   ARTICLE 5.

                          ADDITIONAL RENT; EXPENSE STOP

     5.1  Commencing  with the calendar  year after the Base Year,  Tenant shall
pay, as  "Additional  Rent,"  Tenant's Pro Rata Share of Operating  Costs during
each Operating Year of the Lease Term, less the Expense Stop.  Tenant's Pro Rata
Share of Operating  Costs shall be the percentage set forth in Section 1.1(k) of
the  Operating  Costs (as defined in Section 5.4) for the  applicable  Operating
Year (as defined in Section 5.4(c)), and shall be calculated on the basis of the
number of rentable  square  feet  included  in the  Premises.  If the Lease Term
begins or ends anytime  other than the first or last day of an  Operating  Year,
Operating   Costs  and  Tenant's  Pro  Rata  Share  thereof  shall  be  prorated
appropriately.

     5.2 The Minimum Monthly Rent includes an amount equal to one-twelfth (1/12)
of the Expense Stop.  Prior to the end of each  Operating  Year,  Landlord shall
provide Tenant with a written  statement of Landlord's  estimate of Tenant's Pro
Rata Share of Operating  Costs for the next  succeeding  Operating  Year. If the
estimate of Tenant's Pro Rata Share of the  Operating  Costs exceeds the Expense
Stop,  Tenant  shall pay  Landlord,  in addition to and  concurrently  with each
payment of the Minimum Monthly Rent for the next Operating Year, an amount equal
to one-twelfth (1/12) of the amount by which Landlord's estimate of Tenant's Pro
Rata Share of Operating  Costs  exceeds the Expense  Stop.  Landlord may provide
Tenant with a revised estimate of Tenant's Pro Rata Share of Operating Costs for
the current  Operating Year and adjust the required  monthly  payment to reflect
the  revised  estimate.

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     5.3 Within ninety (90) days after the end of each Operating Year,  Landlord
shall provide Tenant with a statement showing the actual Operating Costs for the
preceding  Operating Year and any adjustments to be made as a result thereof. If
Tenant's  Pro Rata  Share of the actual  Operating  Costs  paid or  incurred  by
Landlord  during  such  Operating  Year  (less the  Expense  Stop)  exceeds  the
estimates  of Operating  Costs paid by Tenant  during the same  Operating  Year,
Tenant shall remit the excess at the time the next succeeding payment of Minimum
Monthly  Rent is payable  (or within ten (10) days if the Lease Term has expired
or been  terminated).  If Tenant's Pro Rata Share of the actual  Operating Costs
paid or  incurred  by  Landlord  during  such  Operating  Year is less  than the
estimated  amounts paid by Tenant,  Landlord shall apply such excess to payments
next  falling  due under  this  Article  (or refund the same to Tenant or credit
amounts  due from  Tenant if the Lease  Term has  expired  or been  terminated),
provided, however, if such excess amounts exceed the amount to be paid by Tenant
over a three (3) month  period,  Landlord  shall  refund  such  excess to Tenant
within thirty (30) days.  In no event shall the Minimum  Monthly Rent be reduced
below that set forth in Section 1.1(j).

     5.4 As used herein:

          (a) "Operating Costs" means and includes:

               (1) Those expenses paid or incurred by Landlord (whether directly
or through independent  contractors) for managing,  maintaining,  operating, and
repairing the Building, the Common Areas and the Land, and the personal property
used in  conjunction  therewith,  including,  but not  limited  to,  the cost of
utilities,  (including,  but not limited to, steam,  electricity,  water, sewer,
gas, and other utility charges);  services, supplies, repairs, and replacements,
or other  expenses  for  managing,  maintaining,  operating,  or  repairing  the
Building,  the Common  Areas and the Land  (including,  but not  limited to, any
structural  repairs and  replacements,  provided,  however,  that any such costs
shall be  amortized  with  interest  over the useful life of the  alteration  or
improvement in accordance with generally accepted accounting principles);  costs
(including  interest)  associated with any financing incurred in connection with
repairing,  replacing or maintaining  the Building or other capital repair items
amortized in accordance with generally accepted accounting principles; insurance
(including,  without  limitation,  the coverage described in Article 21, and all
other  coverage  obtained by  Landlord  as set forth in this  Lease,  whether by
separate policy, inclusion in a blanket policy, or self insurance, in which case
the reasonable  value of self insurance  shall be included in Operating  Costs),
amortization  (over the reasonable life of the item) of the cost of installation
of capital  investment  items which are  installed  primarily for the purpose of
reducing   Operating  Costs  or  which  may  be  required  by  any  governmental
authority);  trash  and  rubbish  removal;  janitorial  services;   compensation
(including employment taxes, similar government charges,  unemployment insurance
costs,  vacation  allowances,  and the cost of providing disability insurance or
benefits,  pensions,  profit sharing benefits,  hospitalization,  retirement, or
other  fringe  benefits  and  any  other  expense  imposed  on  Landlord  or its
contractors  or  subcontractors,  pursuant to law or pursuant to any  collective
bargaining  agreement covering such employees) of all persons who perform duties
in connection  with the operation,  maintenance,  management,  and repair of the
Building,  the Common Areas, and the Land; all costs of uniforms,  supplies, and
materials used in connection with the operation and maintenance of the Premises,
the Building,  the Common Areas, and the Land (excluding persons above the level
of property  manager);  reasonable  attorney fees and costs (including,  but not
limited  to,  fees and costs in  connection  with the  appeal or contest of real

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estate or other  taxes or levies),  management  fees,  and legal and  accounting
expenses as may be ordinarily  incurred in the operation and  maintenance  of an
office building;  Landlord's  Parking User Expenses for the Building (as defined
in EXHIBIT  E);  and any other  expense  or charge  whether  or not  hereinabove
described  which, in accordance with  consistently  applied  generally  accepted
accounting and management principles would be considered an expense of managing,
maintaining,  operating,  or repairing  the  Building,  the Common Areas and the
Land; and

               (2) All impositions,  taxes,  assessments (special or otherwise),
and other  governmental  levies and charges of any and every  kind,  ordinary or
extraordinary, foreseen or unforeseen, assessed or imposed, upon or with respect
to the ownership of, or other taxable  interest  attributable  to, the Building,
the Common Areas, the Land, and any improvements, fixtures, equipment, and other
property of Landlord, real or personal,  located in, or used in connection with,
the operation of the Building,  the Common Areas, and the Land and any tax which
shall be  imposed on any  interest  or excise in  addition  to or in lieu of the
foregoing  real or  personal  property  taxes.  Notwithstanding  anything to the
contrary  contained  in this  Section  5.4(a),  in the event the Building is not
occupied  to the  extent  of  95% of its  rentable  square  footage  during  any
Operating  Year,  an  adjustment  shall be made by Landlord in  calculating  the
Operating  Costs for such  Operating  Year so that the Operating  Costs shall be
adjusted  to the amount  that would have been  incurred  had the  Building  been
occupied to a level of 95%  occupancy  during such  Operating  Year. If Landlord
shall  obtain  any  abatement,  refund  or rebate  of any real  property  taxes,
Landlord shall promptly  forward to Tenant its pro rata share of such abatement,
refund or rebate less Tenant's pro rata share of the costs and the fees incurred
by Landlord in obtaining such abatement, refund or rebate.

          (b)  Operating  Costs  do not  include  (a)  depreciation  (except  as
provided  in Section  5.4(a)(1));  (b)  interest  on and  amortization  of debts
(except as provided in Section 5.4(a)(1)); (c) leasehold improvements located in
the premises  leased by other  tenants of the Building,  including  redecorating
made  for  other  tenants  of  the  Building;   (d)  brokerage  commissions  and
advertising expenses for procuring tenants for the Building or the Property; (e)
refinancing  costs;  (f) the cost of any repair,  replacement  or addition which
would be required to be capitalized under general accepted accounting principles
(except as provided in Section 5.4(a)(1));  (g) the cost of any item included in
Operating  Costs under Section  5.4(a)(1)  above to the extent that such cost is
reimbursed or paid directly by an insurance company,  condemnor, a tenant of the
Building or any other party; (h) income,  estate,  and inheritance  taxes levied
against  Landlord,  (i)  the  cost of  performing  special  services  (including
decorative  painting  of  premises  leased  by other  tenants  of the  Building)
furnished to other  tenants and not  furnished to Tenant or costs in providing a
materially  greater level or amount of services to other tenants than  furnished
to Tenant;  (j) amounts paid for legal,  arbitration,  accounting,  brokerage or
other  professional  services  in  connection  with the  leasing  of space or in
connection with disputes with tenants,  former tenants or other occupants of the
Building;  (k) the amount by which any  expense  paid to a related  corporation,
entity or person is in excess of the amount  which  would be paid in the absence
of such  relationship;  (l) any rent or other  charges  payable under any ground
lease or other lease superior to the Lease; (m) the amount by which marketing or
advertising  costs  substantially  exceed usual and customary  costs for similar
buildings  located in the Phoenix,  Arizona  metropolitan  area;  (n)  Insurance
premiums to the extent any tenant causes Landlord's  existing insurance premiums
to increase or requires Landlord to purchase additional  insurance,  but only to

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the extent  Landlord does not recover such increases  from such tenant;  (o) any
costs,  fines or penalties due to Landlord's  violation of any governmental rule
or authority  (except for expenses  incurred in connection with minor repairs or
modifications to the Building to conform to the requirements of applicable law);
(p) all costs and expenses associated with the removal and clean up of Hazardous
Materials caused directly and exclusively by Landlord; (q) the cost of repair or
other work (including  rebuilding)  occasioned by casualty or condemnation;  (r)
landlord's financing costs; (s) costs and expenses for sculptures,  paintings or
other works of art,  including  costs  incurred  with  respect to the  purchase,
ownership,  leasing, showing, promotion, repair and/or maintenance of such works
of art; (t) costs of a capital nature,  including,  without limitation,  capital
improvements,  capital  repairs,  capital  equipment and capital  tools,  to the
extent not amortized over the reasonably  anticipated  useful life of such item;
(u)  contributions to charitable  organizations;  (v) costs incurred in removing
the  property  of former  tenants or  occupants  of the  Building;  or (w) costs
incurred as a result of any so-called "Y2K" problems.

          (c)  "Operating  Year"  means a year  beginning  January 1 and  ending
December 31.

     5.5 The  determination  and statement of expenses shall be made by Landlord
and a copy of such statements shall be made available to Tenant upon demand, not
more frequently than annually.

     5.6 Notwithstanding  anything in this Lease to the contrary,  no failure by
Landlord  to give  notices or  statements  of  Operating  Costs  within the time
specified,  and no  grant  of  "free  rent"  or  fee  concessions,  shall  waive
Landlord's right to require payment (or to recover  underpayments)  by Tenant of
Tenant's  Pro Rata  Share of  Operating  Costs in  excess of the  Expense  Stop.
Notwithstanding  the preceding  sentence,  if (a) Landlord has failed to furnish
Tenant with a statement of  Operating  Costs within two (2) years after the date
such statement is due and (b) Tenant has provided  written notice to Landlord of
such failure,  and (c) Landlord has failed to provide such statement  within ten
(10) business days after receipt of such notice,  then Landlord  shall be deemed
to have  waived its right to require  Tenant to pay excess  Operating  Costs per
rentable  square foot for the  Operating  Year for which  Landlord has failed to
provide such statement of Operating Costs. The failure by Tenant to complete the
inspection permitted in Section 5.7 below within six (6) months after receipt by
Tenant of a statement  of  Operating  Costs shall be deemed a waiver of Tenant's
right to  require  Landlord  to refund to Tenant  any  overpayment  by Tenant of
Operating Costs paid pursuant to such statement.

     5.7 Landlord  shall,  if  requested  by Tenant  within six (6) months after
Tenant's receipt of Landlord's  itemized  statement of Operating Costs,  furnish
Tenant any and all reasonable backup information and documentation pertaining to
any component Operating Costs contained in that statement.  In addition,  Tenant
or its  authorized  agent  shall  have the right,  within  six (6) months  after
receipt of Landlord's  itemized statement of Operating Costs, upon ten (10) days
prior written  notice to Landlord,  to inspect,  at Landlord's  main  accounting
offices, Landlord's books and records regarding Operating Costs. Landlord agrees
to maintain its books and records at its main  accounting  offices for a minimum
of six (6) months following the expiration of each accounting year to which such
books and records  pertain.  In the event that it shall be determined  following
Tenant's audit that Landlord has overstated Tenant's pro rata share of Operating

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Costs by four  percent  (4%) or more  during any one (1)  Operating  Year,  then
Landlord shall pay for the reasonable  costs of the audit. Any refund due Tenant
shall be payable in any event.

                                   ARTICLE 6.

                                     PARKING

     6.1  Landlord  shall  operate and  maintain or cause to be  maintained  and
operated the  Automobile  Parking Area (as defined in EXHIBIT E) for the benefit
and use of all tenants of the Building,  and their  permittees.  Landlord's  and
Tenant's rights and responsibilities with respect to the Automobile Parking Area
are as set forth in EXHIBIT E.

                                   ARTICLE 7.

                      RENT TAX AND PERSONAL PROPERTY TAXES

     7.1 Tenant shall pay to Landlord,  in addition to, and simultaneously with,
any other  amounts  payable to  Landlord  under this  Lease,  a sum equal to the
aggregate of any municipal,  county,  state, or federal excise,  sales,  use, or
transaction  privilege taxes now or hereafter legally levied or imposed against,
or on account of, any or all amounts  payable  under this Lease by Tenant or the
receipt thereof by Landlord  (except taxes which are commonly  franchise,  gift,
estate, inheritance, conveyance, transfer or income taxes).

     7.2 Tenant shall pay, prior to delinquency, all taxes levied upon fixtures,
furnishings,  equipment, and personal property placed on the Premises by Tenant.
If any or all of Tenant's fixtures, furnishings, equipment, or personal property
shall be  assessed  and  taxed  with  Landlord's  real  property,  Tenant  shall
reimburse  Landlord for such taxes within ten (10) days after delivery to Tenant
by  Landlord of a statement  in writing  setting  forth the amount of such taxes
applicable to the Tenant's property.

                                   ARTICLE 8.

                          PAYMENT OF RENT; LATE CHARGES

     8.1 Tenant shall pay the Minimum  Monthly Rent and all other charges herein
specified to Landlord at the address set forth in Section  1.1(b) of this Lease,
or to  another  person  and at another  address  as  Landlord  from time to time
designates in writing.

     8.2 Minimum  Monthly  Rent,  Additional  Rent or other  charges  payable by
Tenant to Landlord  under the terms of this Lease not  received  within ten (10)
days after  written  notice that the same is past due (the  "Delinquency  Date")
shall, automatically,  and without notice, incur a one-time late charge of 5% of
the delinquent amount; provided, however, Landlord shall not be required to give
Tenant such notice in connection with the third failure of Tenant to pay Minimum
Monthly  Rent,  Additional  Rent or other  charges when due and each  subsequent
occurrence  during any sixty (60) month period during the Term or any renewal or
extension of the Term. The parties  acknowledge that this is a reasonable fee to
compensate  Landlord for its additional costs to process  delinquencies,  and is
not a penalty.  Further,  any Minimum  Monthly Rent,  Additional  Rent, or other

                                        9
<PAGE>
charges payable by Tenant to Landlord and not paid prior to the Delinquency Date
shall bear interest from the Delinquency Date at the "Delinquency Interest Rate"
as that term is defined below. The term  "Delinquency  Interest Rate" as used in
this Lease means the  greater of (i) five  percentage  points over the  interest
rate publicly announced from time to time by Bank of America,  Arizona (BOA), or
its  successor,  as its prime rate and if such term is no longer  utilized,  the
interest rate utilized by BOA, or its  successor,  to replace the prime rate, or
(ii) 15% per annum.  Notwithstanding the above, if the Delinquency Interest Rate
exceeds the maximum  interest rate allowed by law, the Delinquency Rate shall be
reduced to the highest rate allowed by law.

     8.3  Landlord's  right to receive (and receipt of) late charges or interest
for delinquent  amounts shall not limit or restrict  Landlord's other rights and
remedies.  Landlord's acceptance of partial payments of amounts due, or payments
without  inclusion  of late  charges or  interest  shall not be deemed to limit,
restrict,  or waive  Landlord's  right to collect  the full  amounts due and all
accrued late charges and interest; nor shall any endorsement or statement on any
check or on any letter accompanying any check or payment as Minimum Monthly Rent
or  Additional  Rent be deemed an accord and  satisfaction.  Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of any unpaid or owing  Minimum  Monthly Rent or  Additional  Rent or to
pursue any other remedy set forth in this Lease. Receipt of a check shall not be
deemed to constitute  payment unless the check is honored by the bank upon which
it is drawn,  and late charges and  interest  shall accrue from the original due
date if a check is dishonored. Landlord may require that all payments be made by
cashier's  check.  No  receipt  of money  by  Landlord  from  Tenant  after  the
termination  of this  Lease,  after the  service of any notice  relating  to the
termination of this Lease,  after the  commencement  of any suit, or after final
judgment for possession of the Premises, shall reinstate, continue or extend the
Lease Term or affect any such notice, demand, suit or judgment.

                                   ARTICLE 9.

                                SECURITY DEPOSIT

     9.1 Tenant shall,  upon execution of this Lease,  deposit with Landlord the
Security Deposit, as security for the full and faithful  performance of each and
every term, condition, covenant, and provision of this Lease.

     9.2 If Tenant  defaults  in any of the terms,  conditions,  covenants,  and
provisions of this Lease, including,  but not limited to, the payment of Minimum
Monthly Rent,  Additional  Rent, or other  charges,  Landlord may, but need not,
use, apply, or retain the whole,  or any part, of the Security  Deposit,  not as
liquidated damages, but for the payment of any Minimum Monthly Rent,  Additional
Rent or charge  then due or for any other sum which  Landlord  may spend,  or be
required to spend, by reason of Tenant's default. If any portion of the Security
Deposit is so used or  applied,  Tenant,  no later than five (5)  calendar  days
following  written  demand,  shall  deposit  cash  with  Landlord  in an  amount
sufficient to restore the Security Deposit to its original amount,  and Tenant's
failure to do so shall be a material breach of this Lease, entitling Landlord to
invoke any and all of its other remedies available for default hereunder. Should
Tenant fully and faithfully comply with all of the terms, conditions, covenants,
and  provisions  of this  Lease,  the  Security  Deposit,  or any balance of the
Security Deposit,  shall be returned to Tenant or, at the option of Landlord, to

                                       10
<PAGE>
the last assignee of Tenant's  interest in this Lease within ten (10) days after
the Expiration  Date and surrender of the Premises by Tenant in full  compliance
with this  Lease.  Landlord's  rights  regarding  the  Security  Deposit  are in
addition  to and do not  preclude  any other  rights,  remedies,  or  recoveries
available to Landlord by law or pursuant to this Lease. Tenant acknowledges that
the  Security  Deposit  is not an  advance  payment  of  Minimum  Monthly  Rent,
Additional  Rent,  or any other  charges  owing  under the  Lease,  and is not a
payment of "last month's rent." The payment by Tenant of the Security Deposit to
Landlord  does not  constitute  a payment or  performance  by Tenant of any sums
owing  pursuant  to this Lease  except the  Security  Deposit  required  by this
Article 9.

     9.3 Tenant agrees that, if Landlord sells or exchanges  Landlord's interest
in the Premises during the Lease Term, Landlord may pay, transfer, or assign the
Security  Deposit to any subsequent  owner, and in that event Tenant does hereby
agree to release  Landlord  from all  liability  for the return of the  Security
Deposit.  Landlord  shall not be required to maintain such funds in a segregated
account, but may deposit such funds in any general account of Landlord, provided
that  such  commingling  in no way  affects  Landlord's  obligations  to  Tenant
regarding such funds hereunder.  Tenant shall not be entitled to any interest on
the Security Deposit.

                                  ARTICLE 10.

                            CONDITION OF THE PREMISES

     10.1 As of the  Commencement  Date, but subject to the terms and conditions
of Exhibit "D" attached hereto,  Tenant has had the opportunity fully to inspect
the Premises and accepts the Premises "AS IS." Landlord  makes no warranty as to
the  condition  of  the  Premises.   Notwithstanding  the  foregoing,   Landlord
represents  and warrants to Tenant that on the date of delivery of possession of
the  Premises to Tenant,  all work  performed by Landlord in the Premises and on
the floor of the Building  where the Premises are located shall be in compliance
with all  governmental  rules,  orders,  regulations  and  requirements  then in
effect,  including the Americans With  Disabilities  Act.  Landlord's  liability
under the foregoing warranty shall be limited to the repair and/or  replacement,
as the case may be, of  defective  parts and,  in no event,  shall  Landlord  be
liable for  special or  consequential  damages.  In the event of a breach of the
foregoing warranty,  Landlord shall commence and thereafter diligently pursue to
completion  such  corrective work as may be required for the Common Areas on the
Floor of the  Building  where  the  Premises  are  located  to  comply  with all
governmental  rules,  orders,  regulations  and  requirements  then  in  effect,
including the Americans With Disabilities Act. All such corrective work shall be
performed  by  Landlord  at its sole cost and  expense and shall not be included
within the Operating Costs. Tenant shall have no  responsibilities  with respect
to  compliance  of the  Building  or the Common  Areas with the  Americans  With
Disabilities Act.

                                   ARTICLE 11.

                       TENANT IMPROVEMENTS AND ALTERATIONS

     11.1 Landlord and Tenant agree to the  construction of tenant  improvements
in and for the Premises in accordance with the terms and conditions set forth in
Exhibit D (the "Tenant Improvements").

                                       11
<PAGE>
     11.2  Following  the  completion  of the Tenant  Improvements  described in
Section 11.1, Tenant may place partitions and fixtures and may make improvements
and other  alterations  to the  interior of the  Premises  at Tenant's  expense,
provided,  however, that Tenant shall not be permitted to do any structural work
or work that  affects the  structural  integrity  of the  Building;  and further
provided,  however,  that prior to commencing any such work,  Tenant shall first
obtain the written  consent of Landlord to the proposed  work,  by submitting to
Landlord for Landlord's  approval (a) complete plans and  specifications for the
proposed work (which consent shall not be unreasonably withheld,  conditioned or
delayed);  (b) the proposed architect and/or  contractor(s) for such alterations
and/or improvements; (c) the materials used in connection with such alterations,
including,  without limitation,  paint, carpeting,  wall or window coverings and
the use of carpet glues and other chemicals for  installation of such materials;
and (d) evidence of Tenant's  financial  ability to complete  the  construction.
Such  submissions  to Landlord shall be made at least ten (10) days prior to the
commencement of any construction in the Premises.  Landlord may require that the
work be done by Landlord's own employees, its construction contractors, or under
Landlord's  direction,  but at the  expense of Tenant;  and  Landlord  may, as a
condition to  consenting  to such work,  require that Tenant  provide  financial
security  adequate  in  Landlord's  judgment so that the  improvements  or other
alterations  to the Premises will be completed in a good,  workmanlike  and lien
free manner. Landlord may also require that any work done to the interior of the
Premises be subject to the  supervision  of Landlord or its  designee.  All such
improvements or alterations must conform to and be in substantial  accordance in
quality and  appearance  with the quality and  appearance of  improvements  in a
first-class, Class A, institutional grade office building. All such improvements
shall be the property of Landlord.  In the event Landlord consents to the use by
Tenant of its own architect  and/or  contractor for the installation of any such
alterations or  improvements,  prior to the  commencement  of such work,  Tenant
shall provide  Landlord with  evidence  that  Tenant's  contractor  has procured
worker's compensation,  liability and property damage insurance (naming Landlord
as an  additional  insured)  in a form and in an amount  reasonably  approved by
Landlord,  and evidence that Tenant's  architect and/or  contractor has procured
the  necessary   permits,   certificates  and  approvals  from  the  appropriate
governmental  authorities.  Tenant  acknowledges  and agrees  that any review by
Landlord of Tenant's plans and specifications and/or right of approval exercised
by  Landlord  with  respect  to  Tenant's  architect  and/or  contractor  is for
Landlord's  benefit  only and  Landlord  shall not,  by virtue of such review or
right  of  approval,   be  deemed  to  make  any  representation,   warranty  or
acknowledgment  to Tenant or to any other person or entity as to the adequacy of
Tenant's plans and specifications or as to the ability, capability or reputation
of Tenant's architect and/or contractor.

                                   ARTICLE 12.

             FIXTURES; PERSONAL PROPERTY; AND SURRENDER OF PREMISES

     12.1 All trade fixtures  installed by Tenant and movable  furniture that is
not permanently  affixed to the Premises shall remain the property of Tenant and
may be  removed  by Tenant not later  than the  Expiration  Date or the  earlier
termination of (a) the Lease Term or (b) Tenant's  right to possession  provided
that Tenant is not in default  hereunder at the time of the proposed removal and
further provided that there is no Minimum Monthly Rent, Additional Rent or other
charges then due but unpaid hereunder.  Tenant shall promptly repair, at its own

                                       12
<PAGE>
expense,  any damage resulting from such removal. If Tenant  intentionally fails
to remove its personal property, trade fixtures, and moveable furniture upon the
Expiration  Date or the earlier  termination of the Lease Term or Tenant's right
to possession,  the same shall be deemed abandoned and shall become the property
of Landlord. Notwithstanding the foregoing, at any time during the Lease Term or
thereafter Landlord may require Tenant to remove any personal property placed in
the  Premises  by Tenant or by others at  Tenant's  direction  or with  Tenant's
actual or implied  consent,  if the same is inherently  dangerous,  illegal,  or
actually or potentially an  environmental  hazard,  and repair any damage caused
thereby.

     12.2 All cabinetry,  built-in appliances,  wall coverings, floor coverings,
window coverings,  electrical and plumbing fixtures and conduits,  lighting, and
other special fixtures that may be placed upon, installed in, or attached to the
Premises by Tenant shall, at the Expiration Date or earlier  termination of this
Lease for any  reason,  be the  property  of  Landlord  and  remain  upon and be
surrendered  with the  Premises,  without  disturbance,  molestation,  or injury
unless  Landlord,  at the time it gives  approval for the  installation  of such
items, notifies Tenant that such items shall be required to be removed, in which
case  Tenant  shall  remove  the same  prior to the  Expiration  Date or earlier
termination of the Lease Term and repair any damage caused thereby.

     12.3 At the  Expiration  Date or upon the earlier  termination of the Lease
Term or Tenant's  right to  possession,  Tenant shall  surrender the Premises in
good order and condition, reasonable wear and tear and casualty damage excepted,
and shall  deliver all keys to  Landlord.  Tenant  shall  further  surrender  to
Landlord any Automobile Parking Areas cards issued under Article 6.

                                   ARTICLE 13.

                                      LIENS

     Except for work performed by Landlord on Tenant's behalf, Tenant shall keep
the Premises,  the Building and the Land free from any liens arising out of work
performed,  material furnished, or obligations incurred due to Tenant's actions,
the  actions of  Tenant's  employees,  agents or  contractors  or the failure of
Tenant to comply with any law excluding, however, security interests in Tenant's
personal  property  subordinate to Landlord's lien rights. In the event any such
lien does attach  against the Premises,  the Building,  or the Land,  and Tenant
does  not  discharge  the lien or post  bond  (which  under  law  would  prevent
foreclosure  or  execution  under the lien) within ten (10) days after demand by
Landlord,  such  event  shall be a default by Tenant  under  this Lease and,  in
addition to Landlord's  other rights and remedies,  Landlord may take any action
necessary to discharge the lien. Tenant shall pay Landlord upon demand all costs
or expenses (including reasonable attorney's fees and costs, whether or not suit
be instituted) incurred by Landlord by reason of attachment or discharge of such
lien and shall  indemnify,  defend  and hold  Landlord  harmless  for,  from and
against any and all  liability,  claims,  or losses arising out of attachment of
such lien.

                                       13
<PAGE>
                                   ARTICLE 14.

                     USE OF PREMISES; RULES AND REGULATIONS

     14.1  Without the prior  approval  of  Landlord,  Tenant  shall not use the
Premises for any use other than for general business office purposes.

     14.2 Tenant agrees to:

          (a) Comply with all  statutes,  ordinances,  rules,  regulations,  and
orders of all municipal,  state,  and federal  authorities now in force or which
may hereafter be in force  pertaining  to the use of the Premises.  Tenant shall
not use or permit the Premises to be used in whole or in part for any purpose or
use in violation of any of the laws,  ordinances,  regulations,  or rules of any
public authority at any time applicable thereto;

          (b) Keep the Premises in a neat, sanitary, and orderly condition, free
of debris, and shall not deposit or allow Tenant's  Permittees to deposit trash,
waste, or debris within Common Areas except within designated areas;

          (c) Not commit, or allow Tenant's Permittees to commit, any waste upon
the Premises, Building, Common Areas or Land;

          (d) Not  engage,  or  allow  Tenant's  Permittees  to  engage,  in any
activity  which will  increase  the  existing  premium  rate of insurance on the
Premises,  Building  or Building  Common  Areas or cause a  cancellation  of any
insurance  policy or permit to remain in or about any such area any article that
may be prohibited by standard form fire insurance policies;

          (e) Not use,  or  allow  Tenant's  Permittees  to use,  the  Premises,
Building  or Common  Areas for or carry on or permit any  offensive,  noisy,  or
dangerous  trade,  business,  manufacture,  or  occupation,  or any  nuisance or
anything against public policy, or interfere with the business of or disturb the
quiet enjoyment of any other tenant in the Building or Project;

          (f) Not use the  exterior of the roof or walls of the  Premises or the
Building for any purpose or allow Tenant's Permittees to do so;

          (g) Not display  anything in any windows unless and until Landlord has
consented thereto;

          (h) Not use or allow  Tenant's  Permittees to use the Common Areas for
purposes other than the purposes intended for such areas; and

          (i) Faithfully  observe and comply (and cause  Tenant's  Permittees to
observe and comply) with the Rules and Regulations  printed on Exhibit B to this
Lease (the "Rules and Regulations"), the Parking Rules and Regulations described
in Article 6, and all reasonable  and  non-discriminatory  modifications  of and
additions thereto that are applied in a commercially reasonable manner.

                                       14
<PAGE>
          (j) Neither  Landlord  nor Tenant  shall use,  generate,  manufacture,
store,  or dispose of, in, under,  or about the Premises,  the Building,  or the
Land,  or  transport  to or from the  Premises,  the  Building or the Land,  any
Hazardous Materials. For purposes of this Lease, "Hazardous Materials" includes,
but is not limited  to: (i)  flammable,  explosive,  or  radioactive  materials,
hazardous wastes,  toxic substances,  or related materials;  (ii) all substances
defined as "hazardous substances," "hazardous materials," "toxic substances," or
"hazardous chemical  substances or mixtures" in the Comprehensive  Environmental
Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601,
et seq., as amended by Superfund Amendments and Reauthorization Act of 1986; the
Hazardous  Materials  Transportation  Act,  49 U.S.C.  ss.  1901,  et seq.;  the
Resource  Conservation  and Recovery Act, 42 U.S.C. ss. 6901, et seq.; the Toxic
Substances  Control Act, 15 U.S.C.  ss. 2601,  et seq.;  (iii) those  substances
listed in the United States  Department of  Transportation  Table (49 CFR 172.10
and  amendments  thereto)  or by the  Environmental  Protection  Agency  (or any
successor  agent)  as  hazardous  substances  (40 CFR  Part  302 and  amendments
thereto);  (iv) any material,  waste, or substance  which is (A) petroleum,  (B)
asbestos,  (C)  polychlorinated   biphenyls,  (D)  designated  as  a  "hazardous
substance"  pursuant to ss. 311 of the Clean Water Act, 33 U.S.C. S 1251 et seq.
(33 U.S.C.  ss. 1321) or listed  pursuant to the Clean Water Act (33 U.S.C.  ss.
1317);  (E) flammable  explosives;  or (F)  radioactive  materials;  and (v) all
substances  defined  as  "hazardous  wastes"  in Arizona  Revised  Statutes  ss.
36-3501(16).

     14.3 Tenant shall be solely  responsible for, and shall  indemnify,  defend
and  hold  harmless  Landlord,  its  directors,   officers,  employees,  agents,
successors,  and assigns for, from and against, any loss, damage, cost, expense,
or liability  directly or indirectly  arising out of or attributable to Tenant's
and Tenant's Permittees' use, generation,  storage, release, threatened release,
discharge,  disposal, or presence of Hazardous Materials on, under, or about the
Premises,  the  Building  or the Land,  including  without  limitation:  (a) all
foreseeable  consequential  damages;  (b) the costs of any required or necessary
repairs,  cleanup or detoxification of the Premises,  the Building, the Land, or
the Project, and the preparation and implementation of any closure, remedial, or
other  required  plans;  and (c) all reasonable  costs and expenses  incurred by
Landlord in connection with clauses (a) and (b) of this Section 14.3,  including
but not limited to reasonable  attorneys' fees.  Notwithstanding  the foregoing,
Tenant may use in the Premises those  Hazardous  Materials which are customarily
used for general office purposes (i.e.,  copier toner,  liquid paper, glue, ink,
and  Landlord  approved  cleaning  solvents)  so long as they are used,  stored,
disposed of and handled in reasonably customary quantities for office use and in
compliance with all applicable codes, laws, ordinances,  rules, regulations, and
all amendments or supplements in effect from time to time. Tenant's  obligations
hereunder shall survive the termination or earlier expiration of this Lease.

                                   ARTICLE 15.

                           RIGHTS RESERVED BY LANDLORD

     In  addition  to all  other  rights,  Landlord  has the  following  rights,
exercisable without notice and without liability to Tenant and without effecting
an eviction,  constructive or actual,  and without giving right to any claim for
set off or abatement of Rent:

                                       15
<PAGE>
          (a) To decorate and to make repairs, alterations,  additions, changes,
or improvements,  whether structural or otherwise, in and about the Building, or
any part thereof (except the Premises  without first obtaining the prior written
consent of Tenant, which consent shall not be unreasonably withheld, conditioned
or delayed),  and, subject to obtaining  Tenant's consent,  for such purposes to
enter  upon the  Premises  and  during  the  continuance  of any of said work to
temporarily close doors, entryways, public space, and corridors in the Building,
to interrupt or  temporarily  suspend  Building  services and  facilities and to
change the number of floors, the size, dimensions,  arrangement, and location of
entrances or  passageways,  doors and doorways,  corridors,  elevators,  stairs,
toilets,  or other Interior  Common  Facilities or Common Areas,  so long as the
Premises are reasonably  accessible and provided that Landlord uses commercially
reasonable efforts to prevent any material disruption in the conduct of Tenant's
business in the Premises;

          (b) To change,  rearrange,  add to, or subtract from the Common Areas,
provided Tenant shall always have adequate access to the Premises;

          (c) To grant to anyone the exclusive  right to conduct any business or
render any service in or to the Building,  provided such  exclusive  right shall
not operate to exclude Tenant from the use expressly permitted herein;

          (d) To approve the weight, size, and location of safes and other heavy
equipment  and  articles  in and about the  Premises  and the  Building,  and to
require all such items and  furniture and similar items to be moved into and out
of the Building  and Premises  only at such times and in such manner as Landlord
shall  direct in  writing.  Movements  of Tenant's  property  into or out of the
Building and within the Building are entirely at the risk and  responsibility of
Tenant and Landlord  reserves the right to require  permits before  allowing any
such property to be moved into or out of the Building;

          (e) To prohibit the placing of vending or  dispensing  machines of any
kind in or about the Premises without the prior written permission of Landlord;

          (f) To  take  all  such  reasonable  measures  as  Landlord  may  deem
advisable for the security of the Building and its occupants,  including without
limitation,  the search of all persons  entering or leaving  the  Building,  the
evacuation of the Building for cause,  suspected  cause,  or for drill purposes,
the temporary denial of access to the Building,  and the closing of the Building
after regular working hours;

                                   ARTICLE 16.

                                 QUIET ENJOYMENT

     Landlord  agrees  that  upon  Tenant's  paying  the  Rent and  keeping  and
performing  all of the terms,  conditions,  covenants,  and  provisions  of this
Lease, Landlord (and no one claiming through Landlord) will do nothing that will
prevent Tenant from peaceably and quietly enjoying,  holding,  and occupying the
Premises  during  the  Lease  Term.  This  covenant  shall  not  extend  to  any
disturbance,  act, or condition brought about by any other tenant or occupant in
the  Building  and shall be subject to the rights of Landlord  set forth in this
Lease.

                                       16
<PAGE>
                                   ARTICLE 17.

                             MAINTENANCE AND REPAIR

     17.1  Subject to  Articles  15, 22 and 23 and  Tenant's  obligations  under
Sections  17.2 and 17.3,  Landlord  shall  maintain the Premises and Building in
good and  tenantable  condition and repair,  reasonable  wear and tear excepted.
Tenant waives all rights to make repairs at the expense of Landlord.  Landlord's
maintenance  and repair costs under this Section 17.1 are deemed to be Operating
Costs. The foregoing notwithstanding, Landlord shall not be liable to Tenant for
failure to make repairs as required herein unless Tenant has previously notified
Landlord,  in writing,  of the need for such  repairs and Landlord has failed to
commence said repairs within a reasonable time (but in no event less than thirty
(30) days) following  receipt of Tenant's written  notification,  or such lesser
period as shall be  reasonable in the event of a bona fide  emergency.  Landlord
acknowledges that the failure of the HVAC or building  electrical  systems shall
be deemed a bona fide  emergency.  Landlord  shall have no  obligation to alter,
remodel, improve,  renovate,  decorate, or paint the Premises at any time during
the Lease Term.

     17.2 If Landlord  would be required to perform any  maintenance or make any
repairs under  Section 17.1 because of: (a)  modifications  to the roof,  walls,
foundation,  and floor of the Building from that set forth in  Landlord's  plans
and  specifications  which are  required  by Tenant's  design for  improvements,
alterations and additions; (b) installation of Tenant's improvements,  fixtures,
or equipment;  (c) a negligent or wrongful act of Tenant or Tenant's Permittees;
or (d) Tenant's failure to perform any of Tenant's obligations under this Lease,
Landlord  may perform the  maintenance  or repairs  and Tenant  shall  reimburse
Landlord the cost  thereof  plus a reasonable  amount (not to exceed ten percent
(10%) of the cost for the maintenance or repair) for Landlord's overhead (to the
extent all such sums are not received by Landlord from insurance  proceeds) upon
receipt of a statement from Landlord.  Landlord's  costs under this Section 17.2
shall not be an Operating Cost for purposes of Article 5.

     17.3 Tenant agrees to:

          (a)  Pay  Landlord's  cost  of  maintenance   and  repair,   including
additional costs for maintenance,  repair or janitorial services that exceed the
level of such services that Landlord is otherwise required to perform or provide
hereunder,  in connection with any special  leasehold  improvements.  Landlord's
costs under this subsection will not be deemed an Operating Cost;

          (b) Repair  or, to the  extent  repair is not  feasible,  replace  all
ceiling and wall finishes  (including  painting)  and floor or window  coverings
which  require  repair or  replacement  during the Lease Term,  at Tenant's sole
cost;

          (c) Indemnify, defend and hold Landlord harmless for, from and against
any and  all  liability,  obligations,  claims,  costs,  damages,  expenses,  or
attorneys'  fees  incurred or  sustained as a result of any damage,  injury,  or
destruction  of  the  Premises,  Building  or  Common  Areas  arising  from  the
negligence or willful misconduct of Tenant or Tenant's Permittees.

                                       17
<PAGE>
     17.4 Notwithstanding  anything in this Lease to the contrary, to the extent
the terms and provisions of Article 22 conflict with, or are inconsistent  with,
the terms and provisions of this Article 17, the terms and provisions of Article
22 shall control and prevail.

                                  ARTICLE 18.

                        UTILITIES AND JANITORIAL SERVICES

     18.1 Landlord  agrees to furnish to the Premises  during  Building Hours as
defined  in Article 1, and  subject to the Rules and  Regulations,  heat and air
conditioning  required in Landlord's  judgment for normal use and  occupation of
the Premises and janitorial services for the Premises and Common Areas. Landlord
further agrees to furnish hot and cold water to those areas provided for general
use of all tenants in the  Building,  as well as  electricity  suitable  for the
intended use of the Premises, 24 hours a day, 7 days a week, 365 days a year. If
the Building includes an elevator, Landlord will use diligent efforts to provide
continuous  elevator  service for the Building,  but Landlord does not guarantee
that all elevators will be operational at all times.

     18.2 As used in this Article 18, "Excess Consumption" means the consumption
of electrical current  (including current in excess of 120 volts),  water, heat,
cooling,  or  compressed  air (if  compressed  air is  furnished by Landlord) in
excess of that which would be provided to the  Premises  were the Premises to be
(a) used as general office space during  Building  Hours;  and (b) equipped only
with typewriters, desk calculators,  normal office computer equipment, dictation
equipment,  and copying machines with power  requirements of 30 amperes or less.
Tenant  will not,  without  the  prior  written  consent  of  Landlord,  use any
apparatus or device in the Premises,  including but without limitation  thereto,
duplicating machines,  electronic data processing machines, punch card machines,
and machines using electrical  current in excess of 110 volts, which will in any
way result in Excess Consumption; or connect, except through existing electrical
outlets,  water pipes, ducts or airpipes (if any) in the Premises, any apparatus
or device for the purpose of using electric current, water, heating, cooling, or
air. If Tenant shall require electric current,  water, heating,  cooling, or air
which will result in Excess Consumption,  Tenant shall first procure the consent
of Landlord to the use thereof,  and Landlord  may cause  separate  meters to be
installed  to  measure  Excess   Consumption  or  establish  another  basis  for
determining the amount of Excess Consumption.  Tenant agrees to pay for the cost
of the Excess  Consumption based on Landlord's cost, plus any additional expense
incurred  in  installing  meters or keeping  account of the Excess  Consumption,
including  (but not  limited  to)  depreciation,  accelerated  depreciation  and
additional maintenance,  at the same time as payment of the Minimum Monthly Rent
is made. In lieu of the foregoing with respect to excess  Consumption of heating
and/or cooling,  Landlord may establish and modify from time to time, a per hour
charge for providing  such service.  Tenant  further  agrees to pay Landlord the
costs, if any, to upgrade existing  mechanical,  electrical,  plumbing,  and air
facilities,  if  required  to  provide  Excess  Consumption,  upon  receipt of a
statement  therefor.  Excess Consumption costs will not be an Operating Cost for
purposes of Article 5.

                                       18
<PAGE>
     18.3  Landlord  shall not be liable  for  damages  nor shall  rent or other
charges  abate in the event of any  failure or  interruption  of any  utility or
service  supplied  to  the  Premises  or  Building  by a  regulated  utility  or
municipality,  or any failure of a Building system supplying any such service to
the  Premises  and no such  failure  or  interruption  shall  entitle  Tenant to
terminate this Lease.

                                   ARTICLE 19.

                              ENTRY AND INSPECTION

     19.1 Landlord and Landlord's  agents shall have the right to enter into and
upon the Premises at all reasonable  times upon reasonable  prior written notice
to Tenant except where such entry shall occur at the request of Tenant, in which
event  no  notice  shall  be  required,  or  upon  notice  practical  under  the
circumstances  in the event of an emergency,  for the purpose of inspecting  the
same; performing Landlord's maintenance and repair obligations under this Lease;
maintaining or making repairs, alterations, or additions to any other portion of
the  Building,  including  the erection  and  maintenance  of such  scaffolding,
canopy, fences and props as may be required; posting notices of nonliability for
alterations,  additions,  or repairs, or of the availability of the Premises for
lease or sale; or exhibiting the Premises to potential  tenants and  purchasers.
Tenant shall permit  Landlord,  at any time within one hundred eighty (180) days
prior to the Expiration Date, to show the Premises to prospective tenants during
regular Building Hours and upon twenty-four (24) hours prior notice to Tenant.

     19.2 If Tenant shall not be personally  present to open and permit an entry
into said Premises,  at any time,  when for any reason an entry therein shall be
necessary or permissible,  Landlord or Landlord's agents may use a master key to
enter, without rendering Landlord or such agents liable therefor, and without in
any manner affecting the obligations and covenants of this Lease. Landlord shall
be permitted to take any action under this Article without causing any abatement
of rent or liability to Tenant for any loss of occupation or quiet  enjoyment of
the  Premises,  nor  shall  such  action  by  Landlord  be  deemed  an actual or
constructive eviction.

                                   ARTICLE 20.

               TENANT'S INSURANCE AND INDEMNIFICATION OF LANDLORD

     20.1 All merchandise,  furniture,  and other personal property and fixtures
belonging  to Tenant and all  persons  claiming  by or through  Tenant  shall be
placed and remain on the  Premises at Tenant's  sole risk,  unless the damage is
caused by the negligence or willful misconduct of Landlord. Tenant hereby waives
all  claims  against  Landlord  for loss,  injury or damage to all  persons  and
property on the Premises or the Common Areas from theft,  fire,  water,  gas, or
otherwise,  including  sprinkler leakage or bursting pipes, unless the damage is
caused by the negligence or willful misconduct of Landlord.

                                       19
<PAGE>
     20.2 Tenant shall secure and maintain,  at its own expense  throughout  the
term of this Lease,  and for the additional time periods  specified  below,  the
following  minimum  types and amounts of insurance,  in form and with  companies
acceptable to Landlord, insuring Tenant, its employees, agents and designees:

          (a)  WORKERS'  COMPENSATION  INSURANCE,  the amount and scope of which
shall be the GREATER of (1) the insurance currently maintained by Tenant, or (2)
the amount and scope required by statute or other governing law.

          (b) EMPLOYER'S  LIABILITY INSURANCE in amounts equal to the GREATER of
(1) the insurance currently maintained by Tenant, OR (2) the following:

              Bodily Injury by accident  -  $500,000.00 each accident
              Bodily Injury by disease   -  $500,000.00 policy limit
              Bodily Injury by disease   -  $500,000.00 each employee

          (c) COMMERCIAL  GENERAL  LIABILITY  INSURANCE on an occurrence  basis,
without claims-made features, with bodily injury and property damage coverage in
an amount  equal to the GREATER of (1) the  insurance  currently  maintained  by
Tenant, or (2) $1,000,000.00 each occurrence and $2,000,000.00 in the aggregate;
and such insurance shall include the following coverages:

               (1) Premises and Operations  coverage with X, C, and U exclusions
for  explosion,   collapse,   and   underground   property   damage  under  both
premises/operations   and  contractual  liability  coverage  parts  deleted,  if
applicable;

               (2) Owners and Contractors Protective coverage;

               (3) Products and Completed Operations coverage;

               (4) Blanket Contractual coverage, including both oral and written
contracts;

               (5) Personal Injury coverage;

               (6) Broad Form  Property  Damage  coverage,  including  completed
operations.

          (d) All Risk Property  Insurance,  including  coverage for  vandalism,
malicious mischief and sprinkler leakage,  insuring fixtures,  glass, equipment,
merchandize,  inventory and personal property in, and all other contents of, the
Premises,  and (if any) all  mechanical,  plumbing,  heating,  ventilating,  air
condition,  electrical,  telecommunication  and  other  equipment,  systems  and
facilities  located on the Premises.  Such insurance shall be in an amount equal
to 100% of the  replacement  value  thereof  from time to time (and Tenant shall
re-determine  the same as frequently as necessary in order to comply  herewith).
The proceeds of such insurance,  so long as this Lease remains in effect,  shall
be used to repair and/or replace the fixtures,  glass,  equipment,  merchandise,
inventory and personal  property in and all other contents of the Premises,  and

                                       20
<PAGE>
(if any) all  mechanical,  plumbing,  heating,  ventilating,  air  conditioning,
electrical,  telecommunication  and other  equipment,  systems and facilities so
insured.

          (e) Business Income Insurance sufficient to cover, for a period of not
less than one year, all rental,  expense and other payment obligations of Tenant
under this  Lease,  including,  without  limitation,  Base Rent and  adjustments
thereto and Taxes,  Operating Expenses,  and all other costs, fees, charges, and
payments  which  would be borne by or due from  Tenant  under  this Lease if the
Premises and Tenant's business were fully open and operating.

     20.3 All insurance policies maintained to provide the coverages required to
be maintained by Tenant hereunder shall be:

          (a) Placed with insurance  companies  authorized to do business in the
state in which the Premises are located, and with companies rated, at a minimum,
"A-" by Best's Key Rating Guide;

          (b)  Endorsed to provide for at least ten (10) days'  advance  written
notice to  Landlord of  cancellation  due to  non-payment  and thirty (30) days'
advance written notice to Landlord of material  modification or cancellation for
any reason other than non-payment; and

          (c) Endorsed to stipulate that coverages  afforded under such policies
are  primary  insurance  as  respects  Landlord  and  that any  other  insurance
maintained  by  Landlord  are excess  and  non-contributing  with the  insurance
required hereunder.

     20.4 NO ENDORSEMENT LIMITING OR EXCLUDING A REQUIRED COVERAGE IS PERMITTED.

     20.5 Tenant shall deliver to Landlord,  upon  execution of this  Agreement,
written  evidence of the  insurance  coverages  required  herein.  Tenant  shall
deliver to Landlord,  no less than fifteen (15) days prior to the  expiration of
any required  coverage,  written  evidence of the renewal or replacement of such
coverage.  Landlord's  failure,  at any time,  to object to Tenant's  failure to
provide the specified  insurance or written  evidence  thereof (either as to the
type or amount of such  insurance)  shall not be deemed as a waiver of  Tenant's
obligations under this Section.

     20.6 Upon execution of this  Agreement,  Tenant shall provide  certificates
evidencing  the  coverages   required  herein,   including   additional  insured
endorsements as required.

     20.7 If Tenant fails to furnish and maintain the insurance required by this
section, Landlord may (but is not required to) purchase such insurance on behalf
of Tenant, and the Tenant shall pay the cost thereof to Landlord upon demand and
shall furnish to Tenant any information needed to obtain such insurance.

     20.8 The insurance requirements in this section shall not in any way limit,
in either scope or amount, the indemnity  obligations  separately owed by Tenant
to Landlord under this Lease.

                                       21
<PAGE>
     20.9 TENANT HEREBY  AGREES TO  INDEMNIFY,  DEFEND AND HOLD LANDLORD AND ANY
SUBSIDIARY,  PARENT  OR  AFFILIATE  CORPORATIONS  OF  LANDLORD  AND ALL OF THEIR
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") HARMLESS
FOR,  FROM, AND AGAINST ALL LOSSES,  CLAIMS,  LIABILITIES,  INJURIES,  COSTS AND
EXPENSES,  THAT ANY  INDEMNITEE  MAY  INCUR BY  REASON  OF ANY  INJURY OR DAMAGE
SUSTAINED TO ANY PERSON OR PROPERTY  ARISING OUT OF OR  OCCURRING IN  CONNECTION
WITH THE  ALLEGED OR ACTUAL  ACTS,  ERRORS,  OR  OMISSIONS  OF TENANT,  TENANT'S
PERMITTEES,  OR ANY FIRM OR ANY OTHER PERSON DIRECTLY EMPLOYED BY TENANT, OR ANY
OF THEM, THROUGHOUT THE TERM OF THIS LEASE, OR ANY ACTIVITY ASSOCIATED THEREWITH
OR RELATED  THERETO.  TENANT'S  DUTY TO DEFEND AND INDEMNIFY  INDEMNITEES  SHALL
EXIST EVEN IF THE ALLEGED INJURIES OR DAMAGES  SUSTAINED BY THE CLAIMANT ARE THE
RESULT IN PART OF  INDEMNITEES'  ACTIVE OR PASSIVE  NEGLIGENCE,  BUT THE DUTY TO
DEFEND AND  INDEMNIFY  INDEMNITEES  SHALL NOT EXTEND TO INJURIES OR DAMAGES THAT
ARE THE RESULT OF INDEMNITEES'  NEGLIGENCE OR WILLFUL MISCONDUCT.  TENANT'S DUTY
TO  DEFEND  IS  SEPARATE  AND  DISTINCT  FROM THE DUTY TO  INDEMNIFY  AND  SHALL
IMMEDIATELY  ARISE WHEN A CLAIM IS ASSERTED  AGAINST  INDEMNITEES  IN CONNECTION
WITH  THE  PERFORMANCE  OF  TENANT,  OR THOSE  FOR WHOM  TENANT  IS  LIABLE,  IN
CONNECTION  WITH THIS  AGREEMENT,  AND  REGARDLESS  OF  WHETHER  OTHERS  MAY OWE
INDEMNITEES  A DUTY OF  DEFENSE  AND/OR  INDEMNITY.  THE  INDEMNITY  RIGHTS  AND
OBLIGATIONS  IDENTIFIED  IN THIS  LEASE  SHALL BE, AND ARE,  THE ONLY  INDEMNITY
RIGHTS AND OBLIGATIONS BETWEEN THE PARTIES, IN LAW OR EQUITY,  ARISING OUT OF OR
RELATED TO TENANT UNDER THIS LEASE OR ANY CLAIMS ASSERTED IN RELATION THERETO.

                                   ARTICLE 21.

                              LANDLORD'S INSURANCE

     21.1  Landlord  shall  maintain  Special  Form  (Causes of Loss)  including
vandalism and malicious mischief, sprinkler leakage damage, and flood and boiler
explosion endorsements  throughout the Lease Term on the Building (including the
Premises and the permanent  Tenant  Improvements  but excluding  Tenant's  trade
fixtures  and personal  property)  in an amount  equal to 100% of the  insurable
replacement  value with no  coinsurance  penalty  and may name the holder of any
mortgage  or deed of trust and any  ground  lessor  as  additional  insured.  At
Landlord's option,  the policy of insurance may include a business  interruption
insurance  endorsement  for loss of rents.  So long as  Landlord's  net worth is
greater than  $10,000,000  (as  reflected  on  Landlord's  financial  statements
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied),  Landlord may elect to self insure and otherwise  retain
the risk with  respect to  liability  insurance  required  to be  maintained  by
Landlord for liability not exceeding $250,000. Landlord may elect to self insure
or otherwise retain the risk in connection with the casualty  insurance required
to be  maintained  by Landlord  hereunder  in an amount not to exceed 10% of the
replacement  value of the Building.  Landlord  shall not include as an Operating
Expense an imputed premium or charge for self-insurance or risk retention or any

                                       22
<PAGE>
deductible in connection  with any amount with respect to which Landlord  elects
to self-insure or retain the risk. The cost of the insurance obtained under this
Section  21.1 shall be an  Operating  Cost under  Article 5 of this  Lease.  If,
however,  during the Lease  Term,  premiums  for Special  Form  (Causes of Loss)
insurance are or may be calculated by rating the premises of individual  tenants
within the Building and it is determined that the rate for the Premises,  due to
Tenant's  special  fixtures,   special  leasehold   improvements,   business  or
otherwise,  is in excess of the average rate attributable to all premises in the
Building,  Tenant  agrees to pay Landlord no later than five (5)  calendar  days
following demand the difference between the premium attributable to the Premises
and that premium which would be  attributable  to the Premises were the Premises
rated at the  average  rate.  If the  Building  is  rated  as a whole  and it is
determined that the premium, due to Tenant's special fixtures, special leasehold
improvements  or  business,  is in excess of the  premium  which would have been
charged, but for Tenant's fixtures,  improvements, or business, Tenant agrees to
pay Landlord such excess. Tenant shall have no rights in said policy procured by
Landlord  under  this  Section  21.1 and  shall not be  entitled  to be named as
insured  thereunder.

     21.2 Landlord  shall not be  responsible or liable to Tenant for any claims
for loss or damage caused by the acts or omissions of any persons  occupying any
space  elsewhere  in the  Building or any party in control of all or any part of
the area outside the Building.

     21.3 Landlord agrees to maintain  commercial  general  liability  insurance
with a general aggregate limit of not less than $3,000,000.00 for bodily injury,
personal  injury and property  damage.  Landlord's  cost of  insurance  shall be
included as a capital Operating Cost of ARTICLE 5.

     21.4 Subject to the following provisions, Tenant hereby waives any right of
recovery from Landlord and Landlord's partners, agents, officers, directors, and
employees,  and  Landlord  hereby  waives any right of recovery  from Tenant and
Tenant's  Permittees,  for any loss or  damage  (including  consequential  loss)
resulting  from any of the perils  required  to be insured  against by  either's
property  insurance  coverage  policy.  The parties shall give their  respective
insurance  carriers  notice of this waiver and shall secure an endorsement  from
each carrier to the effect that the waivers  given under this Section 21.4 shall
not adversely  affect or impair the policies of insurance or prejudice the right
of the named insured on the policy to recover  thereunder.  A waiver given under
this Section 21.4 shall apply only to losses occurring during the time that such
an endorsement is in effect and to the extent it applies.

                                   ARTICLE 22.

                       DAMAGE AND DESTRUCTION OF PREMISES

     22.1 In the event of (a) fire or other  casualty  damage to the Premises or
the Building during the Lease Term which requires repairs to either the Premises
or the Building,  or (b) the Premises or Building being declared unsafe or unfit
for  occupancy  by any  authorized  public  authority  for any reason other than
Tenant's act, use or occupation,  which  declaration  requires repairs to either
the  Premises or the  Building,  Landlord  shall  commence to make said  repairs
within sixty (60) days of written notice by Tenant of the necessity therefor and
diligently proceed therewith to completion,  except as provided in Section 22.2.
The Minimum Monthly Rent shall be proportionately reduced while such repairs are

                                       23
<PAGE>
being  made,  based upon the extent to which the  making of such  repairs  shall
interfere with the business carried on by Tenant in the Premises. Landlord shall
have no obligation to repair,  restore,  or replace  Tenant's  trade fixtures or
other  personal  property  and  Tenant  shall be  solely  responsible  therefor.
Further,  so long as Landlord has maintained in force the insurance  required to
be maintained by it hereunder,  Landlord  shall not be obligated to make repairs
to the extent that the cost thereof exceeds the insurance  proceeds available to
the  Landlord  (exclusive  of any amounts  with  respect to which  Landlord  has
elected to self-insure or otherwise retain the risk).

     22.2  Landlord's  obligation  to repair the  Premises  shall,  however,  be
subject to the following provisions of this Section 22.2. If (a) during the last
year of the Lease Term (subject to Tenant's exercise of its option to extend the
Lease Term) the  Premises or the  Building is damaged as a result of fire or any
other insured casualty,  or (b) the Premises are damaged to the extent of 25% or
more of  replacement  value,  or (c) the  Premises or the Building is damaged or
destroyed  as a result of a casualty  not insured  against,  or (d) the Building
shall be damaged  or  destroyed  by fire or other  cause to the extent of 20% or
more of the Building's replacement value, then Landlord shall have the right, to
be exercised  by notice in writing to Tenant given within  ninety (90) days from
said occurrence,  to cancel and terminate this Lease. Upon notice to Tenant, the
Lease Term shall expire by lapse of time upon the third day after such notice is
given,  and Tenant shall vacate the Premises and  surrender the same to Landlord
within ten (10) days  thereafter.  If Landlord  elects to  terminate  this Lease
under this  Section,  all Rents  shall be  prorated  as of the date of damage or
destruction and Landlord  thereupon shall be released from all further liability
or obligation to Tenant. If Landlord,  however, elects to make said repairs, and
provided  Landlord uses due  diligence in making said repairs,  this Lease shall
continue  in full  force  and  effect  and the  Minimum  Monthly  Rent  shall be
proportionately reduced as provided in Section 22.1.

     22.3 With respect to any destruction  (including any destruction  necessary
in order to make repairs)  which Landlord is obligated to repair or may elect to
repair under the terms of this  Article,  Tenant  waives any  statutory or other
right Tenant may have to cancel this Lease as a result of such  destruction  and
no such  destruction  shall annul or void this  Lease.  The  provisions  of this
Article  shall  supersede  the  obligations  of Landlord to make  repairs  under
Section 17.1 of the Lease.

     22.4 Unless the Lease is terminated  under this Article,  upon  substantial
completion of Landlord's restoration obligations, the Minimum Monthly Rent shall
be restored to the amounts which would have been in effect but for the damage or
destruction.

     22.5  Notwithstanding the provisions of this Article 22, if the Premises or
any  other  portion  of the  Building  are  damaged  by fire or  other  casualty
resulting from the negligent act or omission or willful  misconduct of Tenant or
any of Tenants Permittees, then Minimum Monthly Rent shall not be reduced during
the repair of the damage;  and Tenant  shall be liable to Landlord  for the cost
and expense of the repair and restoration of the Premises or the Building caused
thereby  to the  extent  that  cost and  expense  is not  covered  by  insurance
proceeds.

                                       24
<PAGE>
                                   ARTICLE 23.

                                 EMINENT DOMAIN

     As used in this  Article,  "Taking"  means a  taking  of or  damage  to the
Premises  or  Building  or any part  thereof by exercise of the power of eminent
domain, condemnation or sale under the threat of or in lieu of eminent domain or
condemnation. If the whole of the Building or the whole of the Premises shall be
acquired  by the  Taking,  or if the  whole of the  Automobile  Parking  Area is
acquired by a Taking,  then this Lease shall  terminate as of the date of taking
of  possession  by the  Taking  authority.  If more than 10% of the value of the
Building is acquired by a Taking,  whether or not any portion of the Premises is
so taken,  Landlord  shall have the right to terminate this Lease as of the date
of the taking of possession by the Taking authority by giving Tenant ninety (90)
days' written notice of Landlord's  intent to terminate this Lease. If more than
25% of the value of the Premises is acquired in a Taking, Landlord may terminate
this Lease upon notice to Tenant  within ninety (90) days prior to the effective
date of such  Taking.  If less than 25% of the value of the Premises is acquired
in a Taking  and the award  required  is  sufficient  to restore  the  Premises,
subject to Landlord's right to terminate this Lease in this Article 23, Landlord
shall promptly  restore the Premises to a condition  comparable to its condition
at the time of such condemnation  less the portion acquired in the Taking,  this
Lease  shall  continue  in full force and effect  with  respect to that part not
acquired,  and the Minimum  Monthly Rent shall be reduced in the proportion that
the  Rentable  Square  Footage of the  Premises  after the  taking  bears to the
Rentable Square Footage of the Premises before the Taking.  The Taking of a part
of the Automobile  Parking Areas shall not affect this Lease so long as Landlord
can  provide  the  parking  spaces  described  in Section  1.1(o),  if any,  and
reasonable  visitor  parking within the previously  existing  and/or  substitute
Automobile  Parking  Area.  In the event of a Taking as  hereinbefore  provided,
whether  whole or partial,  the Tenant  shall not be entitled to any part of the
award,  as  damages  or  otherwise,  for  diminution  in  value  or  loss of the
leasehold, reversion or fee, and Landlord is entitled to receive the full amount
of such award.  Tenant expressly waives any right or claim to all or part of any
condemnation award or compensation  thereof.  Tenant shall have no claim against
Landlord or the Taking  authority for the value of the  unexpired  Lease Term if
the Lease is terminated under this Article. Although all damages in the event of
any  condemnation  belong to the Landlord,  Tenant shall have the right to claim
and  recover  from  the  condemning  authority,  but  not  from  Landlord,  such
compensation  as may be separately  awarded or recoverable by Tenant in Tenant's
own right on account of Tenant's moving or relocation expenses. If this Lease is
totally or partially  terminated under this Article, all rents shall be prorated
as of the date of Taking  including  refunds  for  amounts  paid in  advance  by
Tenant.

                                   ARTICLE 24.

                            ASSIGNMENT AND SUBLETTING

     24.1 Tenant  agrees not to transfer or assign this Lease,  or any  interest
therein,  and shall not sublet the Premises or any part thereof, or any right or
privilege appurtenant thereto,  including spaces in the Automobile Parking Area,
without  Landlord's  prior  written  consent  which  shall  not be  unreasonably
withheld,  conditioned or delayed. Tenant's request for Landlord's consent shall

                                       25
<PAGE>
include for the  assignee or  subtenant  (as  applicable)  copies of audited (if
available) financial  statements,  credit reports,  information about principals
and an operating  history.  Landlord's  consent shall be deemed to be reasonably
withheld if any of the foregoing materials are not supplied,  or if Tenant fails
to  supply  additional  information  reasonably  and  customarily  requested  by
Landlord.  In the event  Tenant  desires to transfer or assign this Lease or any
interest therein or to sublet the Premises or any portion thereof, Tenant shall,
by notice in writing, advise Landlord of Tenant's intention,  from, on and after
a stated date  (which  shall not be less than thirty (30) days after the date of
Tenant's  notice),  to transfer or assign this Lease or to sublet any portion of
the Premises for the balance or any portion of the Lease Term.  Tenant's  notice
shall include all the terms of the proposed transfer, assignment or sublease and
shall state the consideration  therefor.  In such event, Landlord shall have the
right,  to be exercised by giving  written  notice to Tenant  within thirty (30)
days after  receipt of Tenant's  notice,  to  recapture  the space  described in
Tenant's notice and such recapture notice shall, if given,  cancel and terminate
this Lease with respect to the space therein  described as of the date stated in
Landlord's  notice.  If this  Lease is  canceled  with  respect to less than the
entire  Premises,  the  Minimum  Monthly  Rent shall be  equitably  adjusted  by
Landlord with due consideration of the size, location,  type, and quality of the
portion of the Premises so remaining after the  "recapture,"  and this Lease, as
so amended,  shall  continue  thereafter in full force and effect.  If Landlord,
upon  receiving  Tenant's  notice  with  respect  to any such  space,  shall not
exercise  its right to  recapture  such space,  Landlord  will not  unreasonably
withhold  its consent to Tenant's  assignment  of the Lease or  subletting  such
space to the party identified in Tenant's  notice.  Any assignment or subletting
hereunder  shall not  release  or  discharge  Tenant  of or from any  liability,
whether past, present or future,  under this Lease, and Tenant shall continue to
be fully liable thereunder.  Consent by Landlord to one assignment,  subletting,
occupation,  or use by another person shall not be deemed to be a consent to any
subsequent  assignment,  subletting,  occupation,  or use by another person. Any
attempted transfer,  assignment, or subletting without the prior written consent
of  Landlord  shall be void.  Tenant  shall pay  Landlord  a  processing  fee of
$200.00.

     24.2 For the purposes of this Article 24, an assignment  shall be deemed to
include the following:  (a) if Tenant is a  partnership,  a withdrawal or change
(voluntary,  involuntary,  by  operation  of  law  or  otherwise)  of any of the
partners  thereof,  a purported  assignment,  transfer,  mortgage or encumbrance
(voluntary,  involuntary,  by  operation  of law or  otherwise)  by any  partner
thereof  of  such  partner's  interest  in  Tenant,  or the  dissolution  of the
partnership;  (b) if  Tenant  consists  of more  than one  person,  a  purported
assignment,  transfer,  mortgage  or  encumbrance  (voluntary,  involuntary,  by
operation of law or  otherwise)  from one person to the other or others;  (c) if
Tenant (or a  constituent  partner or member of  Tenant) is a  corporation,  any
dissolution,   merger,  consolidation  or  reorganization  of  Tenant  (or  such
constituent partner), or any change in the ownership (voluntary, involuntary, by
operation  of law,  creation  of new stock or  otherwise)  of 20% or more of its
capital  stock from the  ownership  existing on the  Commencement  Date;  (d) if
Tenant is an  unincorporated  association,  a  purported  assignment,  transfer,
mortgage  or  encumbrance  (voluntary,  involuntary,  by  operation  of  law  or
otherwise) of any interest in such unincorporated  association; or (e) if Tenant
is a limited  liability  company,  a withdrawal  or change of any of the members
thereof, a purported assignment,  transfer,  mortgage or encumbrance (voluntary,
involuntary,  by operation of law or  otherwise)  by any member of such member's
interest in Tenant, or the dissolution of the limited liability company;  or (f)
the sale of 20% or more in value of the  assets of Tenant.  Notwithstanding  the
foregoing,  if Tenant is a corporation (i) whose stock is regularly  traded on a
national stock exchange,  or is regularly traded in the over-the-counter  market

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<PAGE>
and  quoted on  NASDAQ,  or (ii)  determines  to  hereafter  sell its stock on a
national stock exchange or  over-the-counter  market, then the transfer of stock
(a)  to  a  corporation  that  directly  or  indirectly   through  one  or  more
intermediaries,  controls,  is  controlled  by or is under  common  control with
Tenant;  (b) in the event of the merger or  consolidation of Tenant with another
corporation,  regardless of quantity, shall not constitute an assignment for the
purposes of this Lease, (collectively, the "PERMITTED TRANSFERS").

     24.3 In the event Tenant  assigns its interest in this Lease or sublets the
Premises,  the Minimum Monthly Rent shall be increased  effective as of the date
of such  assignment or subletting to one-half (1/2) of the  additional  rent and
total other consideration  payable by any such assignee or sublessee pursuant to
such  assignment  or sublease  that such assignee or sublessee is paying rent in
excess of the Minimum Monthly Rent as adjusted.  Notwithstanding  the foregoing,
in no event  shall  the  Minimum  Monthly  Rent  after  any such  assignment  or
subletting be less than the Minimum Monthly Rent.

     24.4 If Landlord  consents to an assignment,  sublease or other transfer by
Tenant of all or any portion of Tenant's interest under this Lease, Tenant shall
execute and deliver to Landlord, and cause the transferee to execute and deliver
to Landlord,  an instrument in the form and substance  acceptable to Landlord in
which (a) the  transferee  adopts  this Lease and assumes and agrees to perform,
jointly and severally with Tenant,  all of the obligations of Tenant  hereunder,
(b) Tenant  acknowledges  that it remains  primarily  liable for the  payment of
Minimum Monthly Rent,  Additional Rent and other  obligations  under this Lease,
(c) Tenant subordinates to Landlord's statutory lien, contract lien and security
interest,  any liens,  security interests or other rights which Tenant may claim
with respect to any property of transferee and (d) the transferee  agrees to use
and  occupy  the  Premises  solely  for the  purposes  specified  in herein  and
otherwise in strict accordance with this Lease.

     24.5 The voluntary or other surrender of this Lease by Tenant,  or a mutual
cancellation  thereof,  shall not work a merger,  and  shall,  at the  option of
Landlord,  terminate  all or any  existing  subleases,  or may, at the option of
Landlord, operate as an assignment to Landlord of any or all such subleases.

                                   ARTICLE 25.

                          SALE OF PREMISES BY LANDLORD

     In the event of any sale of the Building or the Land or any  assignment  of
this Lease by Landlord (or a successor  in title),  if the assignee or purchaser
assumes  the  obligations  of  Landlord  herein in  writing,  Landlord  (or such
successor)  shall  automatically be entirely freed and relieved of all liability
under  any and all of  Landlord's  covenants  and  obligations  contained  in or
derived  from this  Lease or arising  out of any act,  occurrence,  or  omission
occurring after such sale or assignment;  and the assignee or purchaser shall be
deemed,  without any further agreement between the parties,  to have assumed and
agreed to carry out any and all of the  covenants  and  obligations  of Landlord
under this Lease, and shall be substituted as Landlord for all purposes from and
after the sale or assignment.

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<PAGE>
                                   ARTICLE 26.

                    SUBORDINATION; RECOGNITION AND ATTORNMENT

     Tenant's  interest under this Lease is subordinate to all terms of, and all
liens and interests  arising under, any ground lease, deed of trust, or mortgage
now or  hereafter  placed  on the  Landlord's  interest  in  the  Premises,  the
Building,  or the Land.  Tenant further  consents to an assignment of Landlord's
interest in this Lease to Landlord's lender as required under such financing. If
the  Premises  or the  Building  is sold as a  result  of a  default  under  the
mortgage, or pursuant to a transfer in lieu of foreclosure, or a ground lease is
terminated because of the default of the lessee under such ground lease,  Tenant
shall, at the mortgagee's,  purchaser's or ground lessor's sole election, attorn
to the mortgagee,  purchaser or ground lessor, and if so requested, enter into a
new lease for the remainder of the Lease Term.  This Article is  self-operative;
however,  Tenant  agrees to execute and deliver,  if Landlord or any  mortgagee,
purchaser,  or  ground  lessor  should  so  request,  such  further  instruments
necessary to subordinate this Lease to a lien of any mortgage, deed of trust, or
ground  lease to  acknowledge  the  consent  to  assignment  and to  affirm  the
attornment  provisions set forth herein.  As long as Tenant is not in default of
any term or condition of this Lease,  any transferee,  lender,  ground lessor or
purchase shall recognize this Lease and the rights of Tenant hereunder.

                                   ARTICLE 27.

                      LANDLORD'S DEFAULT AND RIGHT TO CURE

     In the event of breach,  default,  or noncompliance  hereunder by Landlord,
Tenant agrees,  before  exercising any right or remedy  available to it, to give
Landlord written notice of the claimed breach,  default,  or noncompliance which
sets forth facts in  sufficient  detail for Landlord to assess and evaluate such
claim.  If prior to its giving such notice  Tenant has been  notified in writing
(by way of Notice  of  Assignment  of Rents and  Leases,  or  otherwise)  of the
address  of a lender  which has  furnished  financing  that is secured by realty
mortgage or deed of trust on the Premises or the Building or of a ground lessor,
concurrently  with  giving the notice to  Landlord,  Tenant  agrees to also give
notice to such lender and/or ground lessor in the manner  provided in Section 33
below.  Subject to earlier time  periods to cure set forth in other  sections of
this Lease  (including  such time period as is reasonable in the event of a bona
fide emergency),  for the thirty (30) days following such notice (or such longer
period of time as may be reasonably  required to cure a matter which, due to its
nature,  cannot reasonably be remedied within thirty (30) days),  Landlord shall
have the  right to cure the  breach,  default,  or  noncompliance  involved.  If
Landlord has failed to cure a default within said period, any such lender and/or
ground  lessor shall have an  additional  ten (10) days within which to cure the
same or, if such default  cannot be cured within that  period,  such  additional
time as may be  reasonably  necessary  if within  such ten (10) day period  said
lender and/or ground lessor has commenced and is diligently pursuing the actions
or remedies  necessary to cure the breach,  default,  or noncompliance  involved
(including,  but not limited to,  commencement and prosecution of proceedings to
foreclosure  or  otherwise  exercise  its  rights  under its  mortgage  or other
security  instrument or ground lease,  if  necessary,  to effect such cure),  in
which event this Lease shall not be terminated by Tenant so long as such actions
or remedies are being diligently pursued by said lender and/or ground lessor. If
Tenant fails to give notice to Landlord and any lender and/or ground lessor of a

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<PAGE>
default within six (6) months after Tenant first has knowledge of the occurrence
of the events pursuant to which the default arises or would occur with notice as
provided above, thereafter Tenant shall have no right to deem the same a default
hereunder.

                                   ARTICLE 28.

                              ESTOPPEL CERTIFICATES

     Tenant  agrees at any time and from time to time upon  request by Landlord,
to execute,  acknowledge,  and deliver to Landlord within ten (10) calendar days
of demand by Landlord a statement in writing  certifying  (a) that this Lease is
unmodified  and in full force and  effect (or if there have been  modifications,
that  the  same is in full  force  and  effect  as  modified  and  stating  such
modifications), (b) the dates to which the Minimum Monthly Rent, Additional Rent
and other charges have been paid in advance, if any, (c) Tenant's acceptance and
possession of the Premises,  (d) the Commencement and Expiration  Dates, (e) the
Minimum  Monthly  Rent  provided  under the Lease,  (f) that  Landlord is not in
default under this Lease (or if Tenant claims such default, the nature thereof),
(g) that  Tenant  claims  no  offsets  against  the  Rent,  and (h)  such  other
information  as may be requested with respect to the provisions of this Lease or
the tenancy created by this Lease.  Tenant  acknowledges that any such statement
delivered  pursuant to this  Article may be relied  upon by third  parties  with
regard to the sale or financing of the Premises or the Building.

                                   ARTICLE 29.

                    TENANT'S DEFAULT AND LANDLORD'S REMEDIES

     29.1 The following  shall  constitute a default by Tenant under this Lease:
(a) if Tenant fails to pay any  installment  of the Minimum  Monthly Rent within
ten (10) days after written notice that the same is past due or, if Landlord has
previously  provided notice two (2) times in such sixty (60) month period during
the Term (or any  additional  sixty (60) month period  during a Renewal Term, if
any),  when such amounts are due; or (b) if Tenant fails to pay any  installment
of Additional Rent herein provided or any other sum required by this Lease to be
paid to Landlord,  or any part thereof,  within ten (10) days of written  notice
that the same is past due or, if Landlord has  previously  provided  such notice
two (2) times in such sixty (60) month period, when such amounts are due; or (c)
if Tenant fails to perform any other covenants or obligations to be performed by
Tenant under this Lease and such failure shall  continue for ten (10) days after
notice  thereof from Landlord to Tenant,  or if such failure shall  continue for
thirty (30) days after notice  thereof  from  Landlord to Tenant if such default
cannot  reasonably  be cured  within  ten (10)  days;  or (d) if a  petition  or
proceeding  under the Federal  Bankruptcy Act or any other  applicable  state or
federal law relating to bankruptcy or reorganization or other relief for debtors
is filed or commenced by or against  Tenant or any guarantor of this Lease,  and
if against Tenant,  said  proceedings  shall not be dismissed within twenty (20)
days following  commencement  thereof; or (e) if Tenant or any guarantor of this
Lease  is  adjudged  insolvent,  makes  an  assignment  for the  benefit  of its
creditors or enters into an arrangement with its creditors;  or (f) if a writ of

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<PAGE>
attachment or execution is levied on the leasehold  estate hereby created and is
not  released  or  satisfied  within  twenty (20) days  thereafter;  or (g) if a
receiver is  appointed  in any  proceeding  or action to which Tenant is a party
with  authority  to take  possession  or control of the Premises or the business
conducted  thereon by Tenant or the property of any  guarantor of this Lease and
such  receiver is not  discharged  within a period of twenty (20) days after his
appointment.

     29.2 Upon a default  of Tenant as  defined in  Section  29.1,  Landlord  or
Landlord's agents and employees shall have the right and option to:

          (a) Prosecute and maintain an action or actions,  as often as Landlord
deems advisable,  for collection of Minimum Monthly Rent, Additional Rent, other
charges,  and damages as the same accrue,  without  entering into possession and
without  terminating this Lease. No judgment  obtained shall constitute a merger
or otherwise bar  prosecution  of subsequent  actions for Minimum  Monthly Rent,
Additional Rent, other charges, and damages as they accrue.

          (b) Immediately or at any time thereafter  reenter and take possession
of the Premises and remove Tenant or Tenant's Permittees and any or all of their
property  from the  Premises.  Reentry  and  removal  may be effected by summary
proceedings  or any other action or  proceedings  at law, by force or otherwise.
Landlord  shall not be liable in any way in  connection  with any  action  taken
under this paragraph.  No action taken, commenced, or prosecuted by Landlord, no
execution on any judgment and no act or  forbearance  on the part of Landlord in
taking or accepting possession of the Premises shall be construed as an election
to terminate this Lease unless  Landlord  expressly  exercises this option under
Section 29.2(c).  Upon taking  possession of the Premises Landlord may from time
to time,  without  termination  of this  Lease,  relet the  Premises or any part
thereof as agent for Tenant for such rental terms and  conditions  (which may be
for a term extending beyond the Lease Term) as Landlord, in its sole discretion,
may deem  advisable,  with the right to make  alterations  and  repairs  to said
Premises  required  for  reletting.  The rents  received by  Landlord  from such
reletting  shall be applied  first to the payment of any costs of reletting  and
second to the payment of Rent and other  charges due and unpaid  hereunder.  The
residue, if any, shall be held by Landlord and applied in payment of future Rent
and other charges as the same may become due and payable hereunder. If the rents
received  from such  reletting  during any month are  insufficient  to reimburse
Landlord for any costs of  reletting  or Rent and other  charges due and payable
hereunder, Tenant shall pay any deficiency to Landlord. Such deficiency shall be
calculated  and  paid  monthly.   Notwithstanding  any  such  reletting  without
termination,  Landlord may at any time thereafter  elect to terminate this Lease
for such previous breach.

          (c) Elect to terminate this Lease by written notice to Tenant.  In the
event of such termination,  Tenant shall immediately surrender possession of the
Premises.  If Tenant fails or refuses to surrender  the  Premises,  Landlord may
take possession in accordance with Section  29.2(b).  Should Landlord  terminate
this  Lease,  Tenant  shall  have no  further  interest  in this Lease or in the
Premises,  and the  Landlord may recover from Tenant all damages it may incur by
reason of Tenant's  default,  including  (1) the cost of reletting the Premises,
and (2) the worth at the time of such termination of the excess,  if any, of the
amount of rent and  charges  equivalent  to rent  reserved in this Lease for the
remainder  of the  Lease  Term  over the  then  reasonable  rental  value of the
Premises for the  remainder  of the Lease Term,  all of which  amounts  shall be
immediately due and payable at Landlord's election from Tenant to Landlord.

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<PAGE>
          (d) Obtain the  appointment  of a receiver  in any court of  competent
jurisdiction,  and the receiver  may take  possession  of any personal  property
belonging  to Tenant and used in the  conduct of the  business  of Tenant  being
carried on in the  Premises.  Tenant  agrees that the entry upon the Premises or
possession of said personal  property by said receiver  shall not  constitute an
eviction of Tenant from the Premises or any portion  thereof,  and Tenant agrees
to indemnify,  defend and hold Landlord harmless for, from and against any claim
of any character by any person  arising out of or in any way connected  with the
entry by said  receiver in taking  possession  of the Premises or said  personal
property.

     29.3 No act or conduct of the  Landlord,  whether  consisting  of  reentry,
taking  possession,  or reletting  the Premises or  obtaining  appointment  of a
receiver or  accepting  the keys to the  Premises,  or  otherwise,  prior to the
expiration  of the Lease Term shall be deemed to be or  constitute an acceptance
of the  surrender  of the  Premises by the  Landlord or an election to terminate
this Lease unless Landlord  exercises its election under Section 29.2(c) of this
Lease. Such acceptance or election by Landlord shall only be effected,  and must
be evidenced, by written acknowledgement of acceptance of surrender or notice of
election to terminate signed by Landlord.

     29.4  Tenant  agrees that in the event it is due to render  performance  in
accordance with any term, condition, covenant, or provision of this Lease and it
fails to render such performance within ten (10) days after written notification
from Landlord that such  performance is past due, in accordance  with the notice
provision  hereof or immediately if required for protection of the Premises,  in
addition to all of Landlord's other rights and remedies, Landlord shall have the
right,  but not the  obligation,  to render such  performance  and to charge all
costs and expenses  incurred in connection  therewith to Tenant.  All amounts so
charged together with interest thereon at the Delinquency Interest Rate shall be
considered  Additional Rent and shall be due and payable immediately to Landlord
within ten (10) days after  presentment of a statement to Tenant  indicating the
amount and nature of such cost or expense.

     29.5 No remedy herein conferred upon Landlord shall be considered exclusive
of any other remedy,  but the same shall be cumulative  and shall be in addition
to every other remedy given hereunder or now or hereafter  existing at law or in
equity  or by  statute.  Landlord  may  exercise  its  remedies  in any order or
combination selected by Landlord in its sole discretion. No delay or omission of
Landlord to exercise any right or power  arising  from any default  shall impair
any such  right or  power,  or shall  be  construed  to be a waiver  of any such
default or an acquiescence therein.

                                       31
<PAGE>
                                   ARTICLE 30.

                                TENANT'S RECOURSE

     Anything in this Lease to the contrary  notwithstanding,  Tenant  agrees to
look solely to the estate and property of Landlord in the Land and the Building,
subject to prior  rights of any  mortgagee  of the Land and Building or any part
thereof,  for  the  collection  of any  judgment  (or  other  judicial  process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord under this Lease. Tenant agrees that it is prohibited from using any
other procedures for the satisfaction of Tenants' remedies. Neither Landlord nor
any partner thereof nor any of their respective officers, directors,  employees,
heirs, successors,  or assigns, shall have any personal liability of any kind or
nature, directly or indirectly, under or in connection with this Lease.

                                   ARTICLE 31.

                                  HOLDING OVER

     If Tenant holds over after the  Expiration  Date or any extension  thereof,
Tenant shall be a tenant at  sufferance;  the Minimum  Monthly Rent shall be one
and  one-half  (1 1/2) times the sum of (i) the  Minimum  Monthly  Rent  payable
immediately  prior to the  Expiration  Date,  plus  (ii) any  amounts  due under
Article 5; and  except as  expressly  modified  by this  Article  31, the terms,
covenants and  conditions  of this Lease shall apply to such  holdover  tenancy.
Tenant shall further indemnify,  defend and hold Landlord harmless for, from and
against  any  and all  liability,  obligations,  claims,  losses,  expenses,  or
attorneys' fees incurred by Landlord as a result of any unauthorized holdover by
Tenant  or any other  failure  of Tenant to  deliver  the  Premises  when and as
required by this Lease, including consequential damages and lost opportunities.

                                   ARTICLE 32.

                               GENERAL PROVISIONS

     32.1 This Lease is  construed in  accordance  with the laws of the State of
Arizona,  and venue for resolution of any dispute  arising under this Lease lies
exclusively in Maricopa County, Arizona.

     32.2 If Tenant is  composed  of more than one  person or  entity,  then the
obligations of such entities or parties are joint and several.

     32.3 If any term,  condition,  covenant, or provision of this Lease is held
by a court of competent jurisdiction to be invalid, void, or unenforceable,  the
remainder  of the terms,  conditions,  covenants,  and  provisions  hereof shall
remain in full force and effect and shall in no way be  affected,  impaired,  or
invalidated.

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<PAGE>
     32.4 The  various  headings  and  numbers  herein and the  grouping  of the
provisions of this Lease into separate articles and sections are for the purpose
of convenience only and are not be considered a part hereof.

     32.5 Time is of the essence of this Lease.

     32.6 In the event  either  party  initiates  legal  proceedings  (including
arbitration or alternative dispute resolution) or retains an attorney to enforce
any right or  obligation  under this Lease or to obtain relief for the breach of
any covenant hereof, the party ultimately  prevailing in such proceedings or the
non-defaulting  party  shall be  entitled  to recover  all costs and  reasonable
attorney  fees,  and in the  event  of  legal  proceedings  the  same  shall  be
determined  by the court and not by a jury and shall be included in any judgment
or award obtained.  If Landlord is  involuntarily  made a party defendant to any
litigation  concerning  this  Lease  or the  Premises  by  reason  of any act or
omission of Tenant,  Tenant shall indemnify,  defend and hold Landlord  harmless
for,  from and against all  liability by reason  thereof,  including  Landlord's
reasonable costs and attorney fees.

     32.7 This Lease, and any Exhibit or Addendum attached hereto, set forth all
the  terms,  conditions,   covenants,   provisions,  promises,  agreements,  and
undertakings,  either  oral or  written,  between the  Landlord  and Tenant.  No
subsequent alteration,  amendment,  change, or addition to this Lease is binding
upon Landlord or Tenant unless reduced to writing and signed by both parties. If
a term, condition,  covenant, or provision of the Addendum and this Lease are in
conflict,  the terms,  conditions,  covenants,  and  provisions  of the Addendum
govern.

     32.8 Subject to Article 24, the covenants  herein  contained shall apply to
and bind the  heirs,  successors,  executors,  personal  representatives,  legal
representatives, administrators, and assigns of all the parties hereto.

     32.9 No term,  condition,  covenant,  or  provision  of this Lease shall be
waived except by written waiver of Landlord,  and the  forbearance or indulgence
by Landlord in any regard  whatsoever shall not constitute a waiver of the term,
condition,  covenant,  or  provision to be performed by Tenant to which the same
shall apply, and until complete  performance by Tenant of such term,  condition,
covenant,  or  provision,  Landlord  shall be  entitled  to  invoke  any  remedy
available under this Lease or by law despite such forbearance or indulgence. The
waiver by  Landlord of any breach or term,  condition,  covenant,  or  provision
hereof shall apply to and be limited to the specific instance involved and shall
not be deemed to apply to any other instance or to any subsequent  breach of the
same or any other term, condition,  covenant, or provision hereof. Acceptance of
rent by  Landlord  during a period in which  Tenant is in default in any respect
other than  payment  of rent shall not be deemed a waiver of the other  default.
Any payment made in arrears shall be credited to the oldest  amount  outstanding
and no contrary application will waive this right.

     32.10 The use of a singular term in this Lease shall include the plural and
the use of the masculine, feminine, or neuter genders shall include all others.

     32.11 If Landlord  shall so request in connection  with a proposed sale of,
or a  financing  to be secured  by a lien on,  all or any part of the  Building,
Tenant shall, within thirty (30) days after receipt of such request,  deliver to

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Landlord its most current  financial  statements  including a balance  sheet,  a
statement  of  income  and  expenses,  and a  statement  of  cash  flow,  all in
reasonable  detail and  prepared  according  to  generally  accepted  accounting
principles,  consistently  applied.  Year-end  statements shall be reviewed by a
certified public accountant and interim statements shall be certified by Tenant,
if Tenant is an individual,  by the chief financial officer of Tenant, if Tenant
is a  corporation,  by the  manager or a member of Tenant if Tenant is a limited
liability company or by a general partner of Tenant, if Tenant is a partnership.
Tenant shall supply  Landlord with audited  financial  statements only if Tenant
prepares audited financial statements in the ordinary course of its business.

     32.12 Landlord's submission of a copy of this Lease form (or any other term
sheet or proposal) to any person, including Tenant, shall not be deemed to be an
offer to lease or the  creation of a lease  unless and until this Lease has been
fully signed and delivered by Landlord.

     32.13 Every term, condition,  covenant, and provision of this Lease, having
been  negotiated  in detail and at length by both  parties,  shall be  construed
simply according to its fair meaning and not strictly for or against Landlord or
Tenant.

     32.14 If the time for the  performance of any  obligation  under this Lease
expires on a Saturday,  Sunday, or legal holiday, the time for performance shall
be extended to the next succeeding day which is not a Saturday, Sunday, or legal
holiday.

     32.15 If requested by Landlord,  Landlord and Tenant shall execute  written
documentation with signatures  acknowledged by a notary public, to evidence when
and if Landlord or Tenant has met certain obligations under this Lease.

     32.16 All  obligations  of Tenant  hereunder not fully  performed as of the
expiration or earlier  termination of this Lease shall survive the expiration or
earlier termination of this Lease,  including,  without limitation,  all payment
obligations  with  respect  to Minimum  Monthly  Rent,  Additional  Rent and all
obligations concerning the condition of the Premises.

     32.17 No copy of this Lease, nor any memorandum thereof,  shall be recorded
by  Tenant;  and any  breach by Tenant of this  paragraph  shall  constitute  an
immediate  default  by  Tenant  entitling  Landlord  to  involve  any and all of
Landlord's remedies available for default.

                                   ARTICLE 33.

                                     NOTICES

     Wherever in this Lease it is required or permitted that notice or demand be
given or served by either party to or on the other,  such notice or demand shall
be in writing  and shall be given or served and shall not be deemed to have been
duly given or served unless (a) in writing; (b) either (1) delivered personally,
(2) deposited with the United States Postal Service,  as certified mail,  return
receipt  requested,  bearing adequate postage,  or (3) sent by overnight express
courier (including,  without limitation, Federal Express, DHL Worldwide Express,
Airborne Express, United States Postal Service Express Mail) with a request that
the addressee sign a receipt evidencing delivery; and (c) addressed to the party
at its address in Section  1.1.  Either party may change such address by written

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notice to the other.  Service of any notice or demand shall be deemed  completed
no later than forty-eight  (48) hours after deposit  thereof,  if deposited with
the United  States  Postal  Service,  or upon  receipt if delivered by overnight
courier or in person.

                                   ARTICLE 34.

                              BROKER'S COMMISSIONS

     Tenant  represents  and  warrants to Landlord  that no party other than the
Broker(s),  identified in Section  1.1(r),  is due any brokerage  commissions or
finder's fees in connection  with this Lease,  and that Tenant has dealt with no
broker  other than the  Broker(s)  identified  in Section  1.1(r).  Tenant shall
indemnify,  defend  and  hold  Landlord  harmless  for,  from  and  against  all
liabilities arising from any such claims, including any attorneys' fees incurred
by Landlord in connection therewith.  Landlord represents and warrants to Tenant
that no party other than the Broker(s), identified in Section 1.1(r), is due any
brokerage  commissions or finder's fees in connection with this Lease,  and that
Landlord has dealt with no broker other than the Broker(s) identified in Section
1.1(r). Landlord shall indemnify,  defend and hold Tenant harmless for, from and
against all liabilities  arising from any such claims,  including any attorneys'
fees incurred by Tenant in connection therewith.

     IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day
and year first above written.


LANDLORD                                TENANT


LOWE ENTERPRISES INVESTMENT             FBR CAPITAL CORPORATION,
MANAGEMENT, INC. as authorized agent    d/b/a Vitrix,
for LAFP PHOENIX, INC., a California    a Nevada corporation
corporation

By: /s/ Tom Rollins                     By: /s/ Philip R. Shumway
    --------------------------------        --------------------------------
Name: Tom Rollins                       Name: Philip R. Shumway
Its: Vice President                     Its: President

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<PAGE>
                       ADDENDUM TO OFFICE LEASE AGREEMENT

35. AGREEMENT

     This Addendum is attached to and  incorporated by reference in that certain
Office Lease  Agreement,  dated  September  3, 1999,  by LAFP  PHOENIX,  INC., a
California  corporation (the  "Landlord"),  and FBR CAPITAL  CORPORATION,  d/b/a
Vitrix,  a Nevada  corporation (the "Tenant").  The Office Lease Agreement,  the
exhibits and riders  thereto,  and this Addendum shall  constitute one agreement
(the "Lease").  In the event of any conflict or inconsistency between the terms,
conditions,   covenants,   and  provisions  of  this  Addendum  and  the  terms,
conditions,  covenants,  and  provisions of the Lease or its exhibits,  then the
terms, conditions, covenants, and provisions of this Addendum control.

36. ACCEPTANCE

     In  conjunction  with Section  32.12 of this Lease,  the offer to lease the
Premises  and  the  obligations,  rights,  terms,  conditions,   covenants,  and
provisions set forth herein shall automatically terminate at 5:00 p.m. (Phoenix,
Arizona  time) on  September  1, 1999 (the  "Offer  Termination  Time"),  unless
accepted by Tenant prior to the Offer Termination Time by ensuring that Landlord
has in Landlord's possession, at Landlord's address referenced in Section 1.1(b)
above,  four (4)  originals  of this Lease  which have been  fully  executed  by
Tenant.

37. RIGHT OF CANCELLATION

     Provided  Tenant is not in  default  of any of its  obligations  under this
Lease,  Tenant shall have the right to cancel this Lease effective upon the last
day of the 36th month following the Commencement Date (the "Cancellation Date").
To exercise this right,  Tenant must deliver  written notice thereof to Landlord
no later than 270 days prior to the  Cancellation  Date and pay to Landlord  the
Termination  Fee no later  than 30 days  prior  to the  Cancellation  Date.  The
Termination Fee shall be equal to the sum of (i) Landlord's  unamortized leasing
costs   (including   but  not  limited  to,  leasing   commissions   and  Tenant
Improvements)  calculated at 12% per annum and (ii) Minimum Monthly Rent payable
for six months for all of the Premises computed based on a rental rate of $25.75
per rentable square foot.

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