NETGATEWAY INC
EXHIBIT 10.120 LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>a10kexhlease.txt
<DESCRIPTION>EXHIBIT 10.120 LEASE
<TEXT>

                             BASIC LEASE INFORMATION
                      TIMPANOGOS RESEARCH & technology park
                         office building lease agreement

Lease Date:  as of May 7, 1999

"Tenant":  Galaxy Mall, Inc., a Wyoming corporation

Address of Tenant:  890 Industrial Park Dr., Orem, UT 84057

         Contact:  Frank C. Heyman, CFO     Telephone:  (801) 227-0004

"Landlord":  Novell, Inc., a Delaware corporation

Address of Landlord:  1555 North Technology Way, Orem,

         Contact:  Newton Andrus    Telephone:  (801) 228-8611


"Adjusted Rental":  "The sum of the annual Basic Rental and the annual
                    Excess Operating Expenses and Excess Taxes.

"Agency":           Russell  K.  Booth and B.  Thomas  Colemere  both of Mansell
                    Commercial Real Estate Services,  Inc.  represents  Landlord
                    only and the Tenant represents themselves.

"Base Year":        Calendar year 1999

"Basic Rental":     $125,912  per annum  ($10,493  per  month) for the
                    first year.  $129,727 per annum  ($10,811 per month) for the
                    second year.  $133,543 per annum ($11,129 per month) for the
                    third year.  $137,358 per annum  ($11,446 per month) for the
                    fourth year. $141,173 per annum ($11, 764 per month) for the
                    fifth year.

"Broker":           Mansell Commercial Real Estate Services, Inc.

"Building":         The  Building  located  in the  Park  known  as  "Timpanogos
                    Research  and  Technology  Park  (TRTP)" and  designated  as
                    Building F on the site plan of the park  attached  hereto as
                    Exhibit A.

"Commencement Date": May 15, 1999

"Common Roadways":  The private common roadways shown  cross-hatched
                    on Exhibit A.

"Estimated Excess   Landlord's estimate of the Excess Operating Expenses, which
Operating           shall  be paid  by   Tenant  to Landlord on a monthly
Expenses":          basis.

"Estimated Excess   Landlord's estimate of the Excess Taxes, which
Taxes"              shall be paid by Tenant to Landlord on a monthly basis after
                    the base year.

"Excess Operating   (i) The amount by which the Operating Expenses  per Square
Expenses":          Foot of RA  (defined in Exhibit E) for any calendar year
                    or portion  thereof  during the Lease Term exceeds  the
                    Operating  Expenses  Per  Square  Foot  of  RA
                    (defined  in Exhibit E) during the Base Year  multiplied  by
                    (ii) the RA of the Premises.

"Excess Taxes":     The product of (i) the amount by which the Taxes per
                    Square Foot of RA  (defined  in Exhibit E) for any  calendar
                    year or portion  thereof  during the Lease Term  exceeds the
                    Taxes per Square Foot of RA during the Base Year, multiplied
                    by (ii) the RA of the Premises.

"Furniture":        Subject to  availability,  Landlord shall provide  furniture
                    for the  Premises  from its  existing  inventory at no extra
                    charge  to  the  Tenant.   If  Tenant  requires   additional
                    furniture,   and  it  is  available   for  Tenant  use  from
                    Landlord's existing inventory,  Landlord shall provide it at
                    no extra cost.  Landlord  and Tenant  shall agree on a basic
                    set of components  (see  Attachment A,  Furniture  inventory
                    List) prior to  installation.  Tenant is responsible for any
                    items  needing  to  be  purchased  over  and  above  current
                    inventory,  for all furniture layout,  design,  delivery (to
                    and from Premises as directed by Landlord),  installation by
                    a Landlord  approved  installer.  Tenant is also responsible
                    for  any  damage  to  the  furniture  and  for a  day-to-day
                    maintenance. Any furniture currently located in the Premises
                    that is not wanted by Tenant shall be returned to Landlord's
                    storage  location as  directed  by Landlord  and at Tenant's
                    expense.  Tenant accepts  furniture in its "as is" condition
                    and shall  return  it in as good a  condition  as  received,
                    normal wear and tear excepted.

"Guarantor":        None.

"Land":             The land upon which the  Building is located,  which land is
                    shown hatched on Exhibit A1 attached hereto.


"Legal Requirements": Laws and  ordinances of all federal,  state,
                    county, and municipal governments,  and rules,  regulations,
                    orders  and  directives  of  all  departments,  agencies  or
                    offices thereof,  and of any other  governmental,  public or
                    quasi-public   authorities  having   jurisdiction  over  the
                    Premises, the Property, the Park or any portion(s) thereof.

"Park":             All of the Park  Buildings  together with all of the land in
                    Timpanogos  Research and Technology Park outlined on Exhibit
                    A attached hereto  comprised of  approximately  NA acres and
                    all  landscaping,  driveways,  roadways,  parking  areas and
                    other improvements now or hereafter located on such land.

"Park Buildings":   The  Buildings  located in the Park  including,
                    without  limitation,  Building F, which Park  Buildings  are
                    shown  on the  site  plan of the  Park  attached  hereto  as
                    Exhibit A.

"Parking":          Upon the terms set forth in Exhibit I attached hereto.

"Permitted Use":    Tenant  shall use and occupy the Premises for general
                    and executive  offices,  research,  development and sales of
                    computer  software,  hardware,  Internet sales,  service and
                    support, and for no other use or purpose.

"Premises":         Approximately  7,631 rentable square feet located on the 3rd
                    floor of the Building.  The Premises are shown cross-hatched
                    on the floor plan attached hereto as Exhibit B.

"Property":         Collectively  the  Land,  the  Building  together  with  all
                    landscaping, driveways, parking areas and other improvements
                    now or hereafter situated on the land.

"Rentable Area      Approximately 7,631 rentable square feet on the 3rd floor of
(or "RA") of the    Building F.
Premises":

"Restrictive        The  covenants  set forth on Exhibit H attached hereto, and
Covenants":         any amendments or additions thereto pursuant to
                    Paragraph 45.

"Right of First     Subject  to  prior  rights  of any  other tenant,
Offer":             Tenant  shall  have a Right of  First  Offer on the
                    rental space in Building F as it becomes available for lease
                    during the initial  Term of the Lease,  subject to the terms
                    and  conditions of this Lease  including  Exhibit J attached
                    hereto.

"Security Deposit": $11,764 payable upon execution of the Lease.

"Security           Landlord   currently  provides  basic  security
Services":          services  which  includes  card  access,  24  hour  security
                    patrols  and limited  camera  surveillance.  Landlord  shall
                    provide  one access  card,  without  charge  but  subject to
                    change without notice,  to each employee at the beginning of
                    the  lease  term  and to each  new  employee  when  they are
                    employed.   There  will  be  a  $15.00  charge,  subject  to
                    adjustment  without notice, to the Tenant for each card that
                    needs to be  replaced  or changed for any reason and that is
                    not returned at the end of the lease.  Landlord will provide
                    two keys to the locks on the  corridor  doors  entering  the
                    Premises,  with  additional  keys  to be  furnished  by  the
                    Landlord  at  Tenant's  expense.  Any keys or  locks  needed
                    within the  Premises  shall be provided  by the  Landlord at
                    Tenant's  expense.  Landlord  reserves  the  right to change
                    these services upon notice.

"Shared Park        The Common Roadways, Hard Disk Cafeteria,
Facilities":        Fitness Center and other facilities of the Park described on
                    Exhibit  G  attached  hereto  which  are used in common on a
                    non-exclusive  basis by all  tenants  of the Park.  Landlord
                    reserves the right to change the availability and use of the
                    Shared Park Facilities.

"Signage":          Tenant's  name  shall be  placed  on all  building  standard
                    signage at Landlord's  expense. If Tenant occupies more than
                    50% of the rental  space in  Building F, they shall have the
                    right to an exterior  building  sign,  subject to Timpanogos
                    Research and Technology  Park (TRTP)  covenants,  conditions
                    and restrictions,  and to Landlord's  approval,  which shall
                    not be  unreasonably  withheld.  Sign to be in keeping  with
                    TRTP  standards  and  policies  and  shall  be  designed  to
                    maintain the professional look of the park.

"Tenant             Landlord shall provide a Tenant  Improvement
Improvements":      Allowance of $1.00 per sq. ft.  ($7,631).  Otherwise  Tenant
                    accepts the Premises in its "as is" condition.  Tenant to do
                    own  cabling and wiring for data and phone  connections  and
                    shall provide their own telephony equipment.

"Term":             The period  commencing on the Commencement  Date (as defined
                    below) and subject to and upon the terms and  conditions set
                    forth   herein  or  in  any  exhibit  or  addendum   hereto,
                    continuing  for  sixty  (60)  calendar   months   thereafter
                    provided  however,  that if the Commencement Date falls on a
                    date  other  than the  first  day of a  calendar  month  the
                    expiration  date of the primary term shall be extended so as
                    to give effect to the full term specified  above in addition
                    to the  remainder  of the  calendar  month  during which the
                    Commencement Date falls.

         The foregoing Basic Lease  Information is hereby  incorporated into and
made a part of the Lease attached hereto (the "Lease").

         Each reference in the Lease to any of the  information  and definitions
set forth in the Basic Lease information shall mean and refer to the information
and definitions  hereinabove set forth and shall be used in conjunction with and
limited by all references  thereto in the provisions of the Lease.  In the event
of any conflict  between any Basic Lease  Information  and the Lease,  the Lease
shall control.

LANDLORD:                               Novell, Inc., a Delaware corporation

Date:                     , 1999        By:
     ---------------------

                                        Name:

                                        Title:

TENANT:                                 Galaxy Mall, Inc. a Wyoming corporation

Date:                     , 1999        By:
     ---------------------

                                        Name:

                                        Title:

<PAGE>

                     TIMPANOGOS RESEARCH AND TECHNOLOGY PARK
                         OFFICE BUILDING LEASE AGREEMENT

         THIS LEASE  AGREEMENT is entered into as of the Lease Date set forth in
the Basic Lease  Information by and between the Landlord and Tenant named in the
Basic Lease.

1.       Definitions and Basic Provisions.

         The  definitions  and basic  provisions  set  forth in the Basic  Lease
Information  (the "Basic  Lease  Information")  executed by Landlord  and Tenant
contemporaneously herewith are incorporated herein by reference for all purposes
and shall be used in  conjunction  with and limited by the reference  thereto in
the provisions of this Lease.  As used herein,  the term "RA," when referring to
the Premises  (defined in the Basic lease  Information)  shall mean and refer to
the  rentable  area of the  Premises  measured in  accordance  with the Building
Owners and Managers  Association  ("BOMA") method of measurement.  The term RA,"
when  referring  to the  Building  or any other  Park  Building,  shall mean the
aggregate  total of all RA in the  Building  in  question  or in all of the Park
Buildings,  as  applicable.  The Landlord  reserves the right to re-measure  the
Premises in accordance with BOMA standards, in which event the Basic Rental will
be immediately adjusted to reflect the change in the RA of the Premises.

2.       Lease Grant.

         Landlord,  in  consideration  of the  rent  to be paid  and  the  other
covenants  and  agreements  to  be  performed  by  Tenant  and  upon  the  terms
hereinafter  stated,  does hereby lease, demise and let unto Tenant the Premises
commencing  on the  Commencement  Date  and  ending  on the last day of the Term
unless sooner terminated as herein provided.

3.       Rent.

         (a) Tenant shall pay to Landlord  Adjusted Rental,  which is the sum of
the monthly Basic Rental,  the monthly Excess Operating Expenses and the monthly
Excess  Taxes (as  defined in the Basic  Lease  Information),  as  estimated  by
Landlord from time to time, in monthly  installments in advance on the first day
of each month in lawful  money of the United  States to  Landlord at its address
set forth above (or such other address as Landlord shall designate in writing to
Tenant)  without  notice or demand  and  without  any  abatement,  deduction  or
set-off, for each month of the entire Term. One such monthly installment,  shall
be  payable by Tenant to  Landlord  upon the  execution  of this  Lease.  A like
monthly  installment  shall be due and payable  without demand  beginning on the
first day of the calendar  month  immediately  following  the month in which the
Commencement Date occurs and continuing thereafter on or before the first day of
each  succeeding  calendar month during the Lease Term.  Rent for any fractional
month at the  beginning  of the Lease Term shall be prorated  based on one-three
hundred  sixty-fifth  (1/365) of the current annual Adjusted Rental for each day
of the partial month this Lease is in effect, and shall be due and payable on or
before the first day of the calendar  month  immediately  following the month in
which the Commencement Date occurs.

         (b) If all of any sum due under this Lease is not  received  by its due
date, then Tenant, to the extent permitted by law, shall pay, in addition to the
sum  owed,  a late  payment  charge  equal to five  percent  (5%) of the sum (or
portion  thereof)  which is overdue.  If a check  remitted t0 pay any sum due to
Landlord  hereunder  shall not be honored upon  presentment  for  payment,  then
Tenant in addition to the amount owed,  shall pay to Landlord on demand a fee of
five  percent  (5%) of the amount  owed.  Following  the  dishonor  of any check
presented  for  payment,  Landlord  may require all further  payments to be made
hereunder to be made by certified  check or money order.  Also, if Landlord does
not  receive  any  Adjusted  Rental  within  thirty (30) days after the due date
thereof,  or fails to pay any sum (other than Adjusted Rental) which at any time
becomes due to Landlord  under any  provision of this Lease as and when the same
becomes due  hereunder,  then,  in either such event,  Tenant shall pay Landlord
interest on such  overdue  amounts  from the due date  thereof  until paid at an
annual  rate (the "Past Due  Rate')  which  equals  the  lesser of (i)  eighteen
percent  (18%) of (ii) the highest rate then  permitted by law. All late payment
charges and fees for dishonored checks are to reimburse  Landlord for additional
costs and expenses which Landlord  presently expects to incur in connection with
the handling and processing of late or dishonored  payments.  Provision for such
late  charge,  interest  or fee for  dishonor  shall be in addition to all other
rights and remedies  available to Landlord  hereunder or at law or in equity and
shall not be construed as liquidated damages or limiting  Landlord's remedies in
any manner.

         (c) Tenant's  covenants and  obligations to pay Adjusted Rental and all
additional  rental  (collectively,  the "Rent")  hereunder are unconditional and
independent  of any other  covenant or condition  imposed on either  Landlord or
Tenant, whether under this Lease, at law or in equity.

4.       Security Deposit.

         Landlord shall hold the Security Deposit without liability for interest
and as security for the performance by Tenant of Tenant's obligations under this
Lease. Tenant agrees that such deposit will not be considered an advance payment
of rental or a measure  of  Landlord's  damages  in case of  default  by Tenant.
Landlord may, from time to time, without prejudice to any other remedy, use such
deposit to make good any  arrearage in any amount due hereunder and to reimburse
Landlord for any other damage,  injury,  expense or liability caused to Landlord
by any breach of this Lease.  Following  any such  application  of the  Security
Deposit,  Tenant  shall pay to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original amount. If Tenant is not then in
default  hereunder,  one-half  (1/2) of any  remaining  balance of the  Security
Deposit  shall be returned by Landlord to Tenant  within a reasonable  period of
time after the  expiration  of this lease.  The balance of the Security  Deposit
shall be held by  Landlord  until  final  computation  of any sums  (such as the
Excess  Operating  Expenses)  which Tenant may owe under this Lease. If Landlord
transfers  its  interest in the  Premises  during the Lease Term,  Landlord  may
assign the  Security  Deposit to the  transferee  and  thereafter  shall have no
further liability for the return of the Security Deposit.  Landlord shall not be
required to keep the Security Deposit separate from its general funds.

5.       Leasehold Improvements.

         If Landlord has agreed to  construct  improvements  upon the  Premises,
such improvements shall be installed as provided in Exhibit D attached hereto.

6.       Landlord's Obligations.

         (a) Subject to the following limitations, Landlord shall furnish Tenant
while Tenant is occupying  the Premises and  performing  all of its  obligations
under this Lease,  facilities  to provide (i) water (hot and cold) for  lavatory
and  cleaning  purposes at those  points of supply  provided  for general use of
tenants in the  Building;  (ii)  heated and  refrigerated  air  conditioning  in
season,   during  Customary   Business  Hours  (defined  below),   and  at  such
temperatures and in such amounts as are reasonably  considered by Landlord to be
standard;  (iii) janitorial service to the Premises as is reasonably  considered
by  Landlord to be standard on  weekdays  other than  Holidays  (as  hereinafter
defined) and such window-washing as may from time to time in Landlord's judgment
reasonably  be required;  (iv)  elevator  service in common with other  tenants;
provided  that  Landlord may limit the number of elevators in operation at times
other than Customary  Building Hours;  and (v) replacement of Building  standard
light bulbs and fluorescent tubes. Also,  Landlord shall maintain the public and
common areas of the Building in reasonably  good order and condition;  provided,
however,  that Tenant shall  reimburse  Landlord  for the cost of repairing  any
damage to such areas occasioned by Tenant, or its employees,  contractors agents
of invitees.  The cost of these  facilities  and  services  shall be included in
Operating  Expenses  (as  defined in Exhibit  F). If Tenant  desires  any of the
services  specified  in this  Paragraph  6 at a time or in an amount  other than
times or amounts  herein  designated,  such excess  service or services shall be
supplied to Tenant,  subject to  availability,  upon  Tenant's  request for such
services,  which  request  shall be made in accordance  with  Landlord's  normal
operating  procedures.  Tenant shall pay to Landlord as additional rent the cost
of such excess service or services (which may include a charge for  depreciation
of Landlord's  equipment)  within fifteen (15) days after Tenant's  receipt of a
bill therefore.  "Customary  Business Hours" means 7:00 a.m. to 7:00 p.m. Monday
through Friday, and Saturday 9:00 a.m. to 1:00 p.m., except Holidays. "Holidays"
means New Year's Day, Martin Luther King Day,  Presidents Day, Memorial Day, the
Fourth of July, Labor Day,  Thanksgiving Day, the Friday following  Thanksgiving
and Christmas Day. After hours heating, ventilating, air conditioning (HVAC) and
electrical  service shall be charged at the rate of $10 per hour with the Tenant
providing an honest report of after hours usage to the Landlord upon request. If
Tenant requests after hours services requiring service personnel, Tenant will be
charged for the cost of such  service plus an  additional  charge of 15% of such
cost to cover overhead.

         (b) Landlord shall make available to Tenant  electric power  facilities
in the Premises  sufficient to furnish power for lighting,  personal  computers,
typewriters,  voice writers,  calculating machines and other machines of similar
low electrical consumption;  provided,  however, that Landlord shall not provide
power in excess of five (5) watts per square foot of RA of the Premises.  If, in
Landlord's  judgment,  Tenant's  use of  power  exceeds  that  permitted  by the
preceding sentence,  Tenant shall bear the entire cost of the excess,  including
without  limitation,  the cost of any metering devices which may be necessary to
determine the amount of such excess. Landlord shall also make available electric
lighting  and current for the common  areas of the Building in the manner and to
the extent deemed by Landlord to be standard.

         (c) Landlord's  obligation to make available the utilities described in
this  Paragraph 6 is subject to the rules and  regulations  of the  suppliers of
utilities and of any municipal or other  governmental  authority  regulating the
business of providing  utility  services.  Landlord  shall not be responsible or
liable to Tenant for any loss,  damage or  expense  that  Tenant may  sustain or
incur if either the quantity or character of any utility service is changed. Any
riser or risers or wiring to meet Tenant's excess  electrical  requirements will
be  installed  by  landlord at  Tenant's  sole cost and expense (if  approved by
Landlord in accordance  with Paragraph 9 below).  If heat  generating  machines,
equipment,  fixtures  or  devices  of any  nature  whatsoever  which  affect the
temperature  otherwise maintained by the air conditioning system are used in the
Premises by Tenant, Landlord may install supplementary air conditioning units in
the Premises at Tenant's  expense  (including the cost of  installation  and the
cost of operation and maintenance thereof).

         (d)  Landlord's  failure  to  any  extent  to  make  available,  or any
slowdown, stoppage or interruption of, the service set forth in this Paragraph 6
resulting from any cause beyond Landlord's  control (as defined in Paragraph 40)
shall not render Landlord liable in any respect for damages to person,  property
or  business,  nor be  construed  an eviction of Tenant or work on  abatement of
Rent,  nor relieve  Tenant from  fulfilling  any covenant or  agreement  hereof;
however,  Landlord  shall use  reasonable  efforts (and shall not be required to
employ any  workers  at  overtime  rates) to resume  said  services  in a timely
manner.

7.       Condition of Premises.

         TENANT EXPRESSLY  ACKNOWLEDGES THAT (A) TENANT HAS THOROUGHLY  EXAMINED
THE PREMISES AND TAKES AND ACCEPTS THE PREMISES IN ITS "AS IS"  CONDITION ON THE
COMMENCEMENT DATE, (B) LANDLORD AND LANDLORD'S AGENTS AND EMPLOYEES HAVE MADE NO
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF THE PREMISES, THE BUILDING,
THE PROPERTY OR THE PARK,  NOR HAS  LANDLORD  MADE ANY  COMMITMENTS  TO REMODEL,
REPAIR OR  REDECORATE,  EXCEPT AS  EXPRESSLY  SET FORTH  HEREIN AND (C) LANDLORD
EXPRESSLY  DISCLAIMS  ANY IMPLIED  WARRANTY  THAT THE  PREMISES ARE SUITABLE FOR
TENANT'S  INTENDED  COMMERCIAL  PURPOSE.  TENANT  EXPRESSLY  WAIVES AND RELEASES
LANDLORD FROM ANY OF SAME.

8.       Use.

         (a)  Tenant  shall  use the  Premises  only for the  Permitted  Use (as
defined  in the Basic  Lease  Information).  Tenant  shall not occupy or use the
Premises,  or permit any portion of the Premises to be occupied or used, for any
business or purpose other than the Permitted Use or for any use or purpose which
is unlawful in part or in whole or deemed by Landlord to be  disreputable in any
manor or extra hazardous on account of fire, nor permit anything to be done that
will in any way  invalidate or increase the rate of insurance on the Building or
its  contents.  Tenant shall  promptly  upon demand  reimburse  Landlord for any
additional  premium charged for any such insurance by reason of Tenant's failure
to comply  with the  provisions  of this  Paragraph.  Tenant  will  conduct  its
business and control its agents,  employees and invitees in such a manner as not
to create  any  nuisance,  interfere  with,  annoy or disturb  other  tenants or
interfere with Landlord in the  management of the Building,  the Property or the
Park. Tenant will maintain the Premises in a clean, healthful and safe condition
and will comply with all laws, ordinances,  orders, rules and regulations of all
state, federal,  municipal and other agencies or bodies having jurisdiction over
the  Premises and  governing  the use,  condition or occupancy of the  Premises,
whether existing as of the Commencement Date or enacted subsequent thereto.

         (b) If any  governmental  license or permit  shall be required  for the
proper and lawful  conduct of  Tenant's  business  in the  Premises  or any part
thereof,  Tenant  shall duly  procure and  thereafter  maintain  such license or
permit and submit the same to Landlord. Landlord agrees to cooperate with Tenant
and to execute such  applications,  certificates  and other  documents as Tenant
shall  reasonably  request in order for Tenant to procure or  maintain  any such
license or  permit,  provided  that same is at no cost or  expense to  Landlord.
Tenant  shall at all times  comply  with the terms and  conditions  of each such
license or  permit.  Tenant  shall not at any time use or  occupy,  or suffer or
permit anyone to use or occupy the Premises, or do or permit anything to be done
in the  Premises,  in any manner  which (i)  violates  the  existing,  permanent
Certificate  of Occupancy  for the  Premises;  (ii) causes or is likely to cause
injury to the Building or any equipment,  facilities or systems  therein;  (iii)
constitutes a violation of the Legal  Requirements;  (iv) materially impairs the
character, reputation or appearance of the Building as Class A office Buildings;
or (v)  materially  impairs the proper and economic  maintenance,  operation and
repair of the Building and/or its equipment, facilities or systems.

9.       Tenant's Repairs and Alterations.

         (a) Tenant  shall  keep and  maintain  the  Premises  in a good,  clean
condition  of repair  and  maintenance.  Tenant  shall not  damage or injure the
Premises.  If any repairs or maintenance  required to be performed by Tenant are
not commenced  within  fifteen (15) days and  completed  within thirty (30) days
after  Landlord  notifies  Tenant of the need for same,  Landlord  may make such
repairs  or  replacement,  and  Tenant  shall  pay the  cost  thereof  (plus  an
additional  charge of fifteen  percent (15%) of such cost to cover  overhead) to
Landlord  within  fifteen (15) days after  Tenant's  receipt of a statement from
Landlord. Tenant further agrees not to commit or allow any waste or damage to be
committed on any portion of the Property,  and at the termination of this Lease,
by lapse of time or otherwise,  Tenant shall deliver up the Premises to Landlord
in as good  condition  as at the  Commencement  Date,  ordinary  wear  and  tear
excepted.  Except  as may be set  forth in  Exhibit  D,  Landlord  shall  not be
required to make any  improvements  or repairs of any kind or character on or to
the Property, or any portion thereof, during the Lease Term. Notwithstanding the
foregoing,  Landlord  shall make all necessary  repairs to the Building  systems
servicing  but  located  outside  the  Premises  unless the need for such repair
arises out of (1) the  performance  by Tenant of any  alterations or other work,
(2) any act or omission of Tenant or its  employees,  invitees or contractors or
(3) the  installation  of any  equipment,  fixtures or property by Tenant in the
Premises  or the moving of the  foregoing  in or out of the  Premises,  in which
event Tenant shall be responsible to make the repairs.

         (b) Tenant,  without the prior written  consent of Landlord,  shall not
paint,  install lighting or decorations  (except wall hangings),  or install any
signs, window or door lettering or advertising media of any type on or about the
Property,  or any part thereof,  or make any other alterations,  improvements or
physical additions in or to the Property,  or any part thereof. All alterations,
additions or improvements  (whether temporary or permanent in character) made in
or upon the property, either by Landlord or Tenant, shall be Landlord's property
on  termination  of  this  Lease  and  shall  remain  on  the  Property  without
compensation  to Tenant or, at  Landlord's  option,  Tenant shall  restore those
portions of the  Premises  which Tenant  altered,  added to or improved to their
original  condition.  All furniture and  unattached,  movable trade fixtures and
equipment  installed  in the  Premises by Tenant may be removed by Tenant at the
termination  of this Lease if Tenant so elects.  Landlord may require  Tenant to
remove such items.  If the items are not  removed,  landlord may elect that such
items will become Landlord's  property.  If removal occurs,  Tenant, at Tenant's
expense,  shall repair and restore to its original  condition any portion of the
Premises which is damaged by such removal. All such installations,  removals and
restorations  shall be  accomplished in a good  workmanlike  manner so as not to
damage the  Premises or the primary  structure  or  structural  qualities of the
Building or any plumbing or electrical  lines or other utility  facilities.  All
contractors  used by Tenant in performance  of any  alterations or other work in
the Premises shall be subject to the approval of Landlord,  such approval not to
be  unreasonably   withheld  provided  that  with  respect  to  any  structural,
mechanical or electrical  work  (regardless of the cost thereof) Tenant will use
Landlord's  contractors.  If the cost of the  alterations  or  other  work to be
performed by Tenant as reasonably estimated by landlord shall exceed $30,000 (i)
Landlord shall have the right to require Tenant to use Landlord's  architect and
(ii) Tenant shall at Landlord's option use Landlord, Landlord's property manager
or  Landlord's  outside  construction  manager as  construction  manager for the
project and Tenant shall pay to such  construction  manager a fee equal to 3% of
the  cost  of such  alteration  work.  Notwithstanding  anything  herein  to the
contrary,  with  respect  to any  non-structural  alteration  which (i) does not
affect any Building  system or any portion of the Building  outside the Premises
and (ii) does not cost more than  $30,000,  the consent of Landlord  will not be
unreasonably  withheld or delayed.  In  addition,  with  respect to painting and
other  cosmetic  work that does not cost more  than  $30,000  in the  aggregate,
Landlord's  consent shall not be required provided Landlord receives at least 10
days advance notice thereof.  Promptly after Tenant completes any alteration, it
will deliver to Landlord a set of as-built drawings.

10.      Assignment and Subletting.

         (a) Tenant shall not, either voluntarily or by operation of law, assign
all or any portion of this Lease,  nor sublet the Premises or any part  thereof,
nor permit the  Premises or any part  thereof to be occupied by any person other
than  Tenant or  Tenant's  employees,  without  the  prior  written  consent  of
Landlord.  If Tenant  desires to assign this lease or sublet the Premises or any
part thereof,  Tenant shall so notify Landlord at least sixty (60) days prior to
the date on which Tenant  desires to make such  assignment  or  sublease,  which
notice shall contain all material  terms of the proposed  assignment or sublease
and  financial  information  regarding  the proposed  assignee or subtenant as a
condition of such sublease or  assignment,  Landlord may require plans to verify
compliance  with Building and fire codes.  Landlord may assess a reasonable  fee
for review of such plans. If Tenant desires to assign this Lease, Landlord shall
have the option  within  thirty (30) days after receipt of such notice to notify
Tenant in writing that  Landlord  elects to terminate  this Lease as of the date
specified by Tenant for said  assignment.  If Tenant desires to sublet more than
50% of the RA of the Premises, Landlord shall have the option within thirty (30)
days after  receipt of such  notice to notify  Tenant in writing  that  Landlord
elects to  terminate  this  Lease as of the date  specified  by Tenant  for such
subletting.  If Landlord fails to timely exercise the foregoing  recapture right
or if the  requested  sublease  does not trigger a recapture  right on behalf of
Landlord,  then Landlord shall have  forty-five  (45) days after receipt of such
notice to notify  Tenant  whether  Landlord  consents to such an  assignment  or
subletting.  Landlord shall not unreasonably  withhold or delay its consent to a
subletting  provided that (a) the sublessee under any such  subletting  shall be
such  person or entity  as in the  Landlord's  judgment  is of a  character  and
engaged in a business  such as is in keeping with the  standards of the Park and
its occupancy,  (b) the sublessee shall have sufficient net worth to perform its
obligations under its sublease,  (c) the sublessee shall not be a (i) government
or a  governmental  authority or a subdivision or an agency of any government or
any governmental authority, (ii) a tenant of the Landlord elsewhere in the Park,
(iii) an entity or person with whom the Landlord has  negotiated  (for  purposes
hereof,  "negotiated" shall mean exchanging of written  proposals,  leases being
prepared or drafts  distributed  and modified) for a proposed  lease of space in
the Park at any time  during the six (6) month  period  prior to the  receipt of
said notice by the Landlord or (iv)  competitor of Landlord and (d) the space so
to be sublet shall be regular in shape.  If Landlord  fails to notify  Tenant in
writing of such election within said forty-five (45) day period,  Landlord shall
be deemed to have denied  consent to such  assignment  or sublease.  If Landlord
consents to a sublease, Tenant shall provide, at its expense, direct access from
the sublet space to a public  corridor of the Building in accordance  with plans
and specifications  approved by Landlord.  No assignment or subletting by Tenant
shall relieve Tenant of any obligations under this lease.  Landlord's consent to
any assignment,  sublease or other  transaction shall not be deemed a consent to
any other or subsequent transaction.

         (b) If Landlord  consents to any  subletting or assignment by Tenant as
hereinabove  provided  and the rent,  additional  rent and  other  consideration
received by Tenant under or relating to such  sublease  exceeds the Rent payable
to Landlord under this Lease, or if Tenant receives any  consideration  from the
assignee  under  any  such  assignment,  then  100% of  such  excess  rents  and
consideration  under or relating to such sublease or 100% of such  consideration
for any assignment shall  automatically be due and payable by Tenant to Landlord
as additional rent hereunder.

         (c) Landlord may transfer and assign,  in whole or in part,  its rights
and obligations  hereunder  concurrently with the transfer and assignment of all
or any  portion  of the  Park  and in such  event  and  upon  assumption  by the
transferee of Landlord's  obligations hereunder (any such transferee to have the
benefit  of,  and be subject  to,  the  provisions  of this  Lease),  no further
liability or obligation shall thereafter accrue against Landlord hereunder.

         (d)  If  Tenant  is a  corporation,  then  any  merger,  consolidation,
dissolution  or  liquidation,  or any  change  (whether  in one or a  series  of
transactions)  in ownership or power to vote of fifty  percent  (50%) or more of
its  outstanding  voting  stock shall  constitute  an  assignment  of this Lease
requiring the consent of Landlord. If Tenant is a partnership,  joint venture of
other entity, then any liquidation or dissolution,  or any transfer of ownership
of interests totaling fifty percent (50%) or more of the total interests in such
entity  (whether  in one or a services  of  transactions)  shall  constitute  an
assignment of this Lease  requiring the consent of Landlord.  The  provisions of
this clause (d) shall not be applicable so long as the stock of Tenant is traded
at a recognized regional stock exchange.

         (e) Tenant  agrees that it shall not place (or permit the placement of)
any signs on or about the Premises or the Park, nor conduct (or permit anyone to
conduct)  any  public  advertising  which  includes  any  pictures,  renderings,
sketches or other  representations  of any Building (or a portion  thereof) with
respect to any  proposed  assignment  or  subletting  of the  Premises,  without
Landlord's  prior written consent.  In all events,  Tenant shall comply with all
applicable governmental regulations.

         (f)  Tenant  shall  not  mortgage,  pledge,  hypothecate  or  otherwise
encumber (or grant a security interests in) this Lease or any of Tenant's rights
hereunder.

         (g)  Landlord  may  terminate  this Lease if Tenant  sells,  transfers,
exchanges,  distributes, or otherwise disposes of more than thirty percent (30%)
of its assets (except in the ordinary  course of business,  in a public offering
of the  Tenant's  stock,  or in a  merger  or  acquisition)  unless  after  such
disposition,  the  net  worth  of  Tenant  as  demonstrated  to  the  reasonable
satisfaction of Landlord is an amount acceptable to the Landlord.

         (h) If Tenant assigns this Lease or sublets all or substantially all of
the  Premises,  any option then held by Tenant  (such as an option to renew this
Lease or to expand the size of the Premises) shall terminate  automatically upon
the assignment or sublease unless approved otherwise by Landlord.

         (i)  Tenant  shall  pay  Landlord's  reasonable  expenses  incurred  in
reviewing any request by Tenant under this Paragraph upon demand.

         (j) If the  Premises or any part thereof are sublet or used or occupied
by anyone other than Tenant, whether or not in violation of this Lease, Landlord
may,  after  default  by Tenant and  expiration  of  tenant's  time to cure such
default, collect rent from the subtenant or occupant. Landlord may apply the net
amount  collected to the Rent, but no such  subletting,  occupancy or collection
shall be deemed a waiver of any of the  provisions  of this  Paragraph 10 or the
acceptance of the  subtenant or occupant as tenant,  or a release of Tenant from
the performance of Tenant's obligations under this Lease.  Landlord's consent to
any  subletting  or use or occupancy  by others shall not relieve  Tenant of its
obligations to obtain Landlord's written consent to any other subletting, use or
occupancy by others.

11.      Compliance with Laws.

         Tenant  shall  comply  with all  Legal  Requirements  which  relate  to
Tenant's use of the Premises or Tenant's method of operation therein , or impose
any violation,  order or duty on Tenant by reason thereof.  Tenant shall pay all
the costs, expenses, penalties and damages which may be imposed upon Landlord by
reason of  Tenant's  failure to fully and  promptly  comply with and observe the
provisions of this Paragraph.  Landlord shall comply with all Legal Requirements
which  relate to the  Shared  Park  facilities.  Landlord  agrees to remedy  any
non-compliance   with  Legal   Requirements   elsewhere  in  the  Park  if  such
non-compliance has the effect of preventing or hindering Tenant from obtaining a
permit, certificate or approval that Tenant is entitled to obtain hereunder from
local authorities.

12.      Indemnity.

         (a) Landlord  shall not be liable or responsible to Tenant for any loss
or damage to any  property or person  occasioned  by theft,  act of God,  public
enemy, injunction, riot, strike, insurrection,  war, court order, requisition or
order of governmental body or authority, or for any damage or inconvenience that
may arise  through  repair or alteration of any part of the Building or any part
of the Park,  or failure  to make any such  repairs  unless  caused by the gross
negligence or willful misconduct of Landlord. In addition, Landlord shall not be
liable to Tenant,  or to Tenant's  agents,  servants,  employees,  customers  or
invitees and Tenant shall  indemnify,  defend and hold harmless  Landlord of and
from all fines, suits, claims, demands, losses,  liabilities,  actions and costs
(including  court costs and attorneys'  fees, at trial and on appeal) arising in
whole or in part from (i) any injury to person or damage to  property  caused by
any act, omission or neglect of Tenant,  Tenant's agents,  servants,  employees,
customers  or  invitees,  (ii)  Tenant's  use of the  Premises or the conduct of
Tenant's  business  or  profession,  (iii) any  activity,  work,  or thing done,
permitted  or suffered buy Tenant in or about the Premises or (iv) any breach or
default in the  performance  of any  obligation on Tenant's part to be performed
under the terms of this Lease unless  caused by the gross  negligence or willful
misconduct of Landlord.

         (b)  Tenant  shall  not  (i) do any act or  things  in  respect  of the
Premises,  or use or occupy the Premises,  or conduct  Tenant's  business in any
manner,  or (ii)  permit or suffer to be done any act or thing or fail to act in
respect of the Premises,  whereby the fire insurance or any other insurance then
in effect for the  Building,  the  Property or any other part of the Park or any
part thereof  shall become void or suspended or whereby any  insurance  premiums
maintained by Landlord (or imputed premiums, if Landlords self-insures) shall be
higher  than those which would  normally  have been in effect for the  occupancy
contemplated  under the Permitted Uses in this  Paragraph,  if the breach is not
due to circumstances  beyond Tenant's reasonable control and if Tenant shall not
have remedied the breach within ten (10) days of  Landlord's  written  notice of
the breach to tenant,  then in  addition  to all other  rights and  remedies  of
Landlord  hereunder,  Tenant  shall  (i)  indemnify  and hold  Landlord  and its
affiliates  harmless  from and against any loss which would have been covered by
insurance  which shall have become void or  suspended  because of such breach by
Tenant,  and (ii) pay to Landlord any and all  increases of premiums  (including
imputed premiums) on any insurance resulting from any such breach.

         (c) Tenant shall  defend,  indemnify and hold  harmless  Landlord,  its
affiliates  and  its  or  their  officers,  directors,   employees  and  agents,
("Landlord's  Indemnitees")  from and against any and all claims arising from or
in connection with any work or thing  whatsoever done in the Premises,  any act,
omission,  or any  condition  created  in the  Premises  by Tenant or any of its
subtenants, or its or their agents, employees,  invitees or contractors,  or any
accident,  bodily  injury  (including  death) or damage to  property,  including
damage to property of Tenant or its employees,  agents, or invitees occurring in
the Premises, unless (i) caused by the gross negligence of Landlord, its agents,
employees,  or  contractors,  or (ii)  caused by or  relating  to any  breach or
default  by  Landlord  in  the  full  and  promptly  performance  of  Landlord's
obligations under this lease which remains uncured beyond a reasonable period of
time after Landlord is given notice thereof by Tenant.

         (d)  Tenant  shall  defend,  indemnify  and  hold  harmless  Landlord's
Indemnities  from and against any and all claims  arising from or in  connection
with (i) any  condition or any  accident,  bodily  injury  (including  death) or
damage to  property,  including  damage to property of Tenant or its  employees,
agents,  invitees, or contractors,  occurring in the Shared Park Facilities,  to
the extent caused by the acts,  omissions or  negligence of Tenant,  its agents,
employees, invitees, or contractors; (ii) any breach or default by Tenant in the
full and prompt  performance  of Tenant's  obligations  under this Lease;  (iii)
bodily  injuries  (including  death)  suffered  by Tenant's  employees,  agents,
contractors or invitees;  and (iv) damage to property  belonging to Tenant,  its
employees, agents, contractors or invitees.

         (e)  Notwithstanding  any provision to the contrary,  Tenant shall look
solely to  Landlord's  interests  in the Park in the event of any claim  against
Landlord arising out of this Lease. No other properties or assets of Landlord or
any agent or employee of Landlord  shall be subject to levy,  execution or other
enforcement  procedures for the satisfaction of any remedy of Tenant arising out
of this Lease.  Landlord in no event shall be liable for  consequential  damages
arising  out of any loss of use of the  Demised  Premises  or any  equipment  or
facilities therein by Tenant or any person claiming through Tenant.

         (f) The indemnity and hold harmless  agreements in this Paragraph shall
include  indemnification  from and against any and all liability,  fines, suits,
demands,  costs  and  expenses  of  any  kind  or  nature  (including,   without
limitation,  reasonable  attorneys'  fees and  disbursements)  incurred in or in
connection with any such claim or proceeding  brought  thereon,  and the defense
thereof,  but shall be limited to the extent any proceeds actually  collected by
Landlord or Tenant (as the case may be) or such  injured  party  under  policies
owned by  Landlord  or Tenant  (as the case may be) or such  injured  party with
respect to such damage or injury are insufficient to satisfy same. The indemnity
and hold  harmless  agreements  in this  Paragraph in favor or a party shall not
apply in cases of that party's sole negligence.

13.      Subordination.

         (a) This  Lease and all  rights of  Tenant  hereunder  are and shall be
subject and subordinate to any deeds of trust, mortgages or other instruments of
security  ("Security  Instruments"),  as well as to any ground leases or primary
leases ("Master Leases"), that now or hereafter cover any of the Property or any
interest of Landlord  therein,  and to any and all advances made on the security
thereof, and to any and all increases, renewals, modifications,  consolidations,
replacements  and extensions  thereof.  Landlord hereby  expressly  reserves the
right, at its option and declaration,  to place Security  Instruments and Master
Leases on and against any of the Property or any  interest of Landlord  therein,
superior  in effect to this Lease and the estate  created  hereby.  This  clause
shall be  self-operative  and no further  instrument  of  subordination  need be
required, however, upon Landlord's request, or upon the request of any holder (a
"Holder") under any Security Instrument, or of any lessor (a "Lessor") under any
Master Lease,  Tenant shall execute promptly any instrument  (including  without
limitation  an amendment to this Lease that does not  materially  and  adversely
affect  Tenant's  rights or duties under this Lease) or instruments  intended to
subordinate  this Lease or to evidence  the  subordination  of this Lease to any
such  Security  Instrument  or Master Lease.  Tenant  hereby  appoints  Landlord
Tenant's  attorney in fact to execute any such  instrument  for and on behalf of
Tenant.

         (b) In the event of the  enforcement  by a Holder  under  any  Security
Instrument of the remedies  provided for by law or by such Security  Instrument,
or in the event of the termination of any Master Lease, the Holder or the Lessor
may terminate  this Lease or may continue this lease in full force and effect as
a direct lease between such Holder or Lessor and Tenant. If the Holder or Lessor
continues this lease, Tenant will attorn to and automatically  become the tenant
of such successor in interest without change in the terms or other provisions of
this Lease (Tenant  hereby  waiving any right Tenant may have to terminate  this
Lease or surrender  possession of the Premises) and this Lease shall continue in
full force and effect;  provided however,  that such successor in interest shall
not be bound by or liable for (i) any payment of Rent for more than one month in
advance,  (ii) any  amendment  or  modification  of this lease made  without the
written  consent of such Holder,  Lessor or successor in interest,  or (iii) any
offset, claim or cause of action which Tenant may have against Landlord relating
to the  period  which is prior to the time  Tenant  becomes  the  tenant of such
successor  in  interest.  Upon  request by any Holder,  Lessor or  successor  in
interest to either,  Tenant shall execute and deliver an  instrument  confirming
this attornment herein provided for.

         (c) Tenant agrees that any Holder or Lessor may at any time subordinate
any rights  which  Holder or Lessor may hold to the rights of Tenant  under this
Lease.

14.      Rules and Regulations.

         Tenant  shall  comply  fully  with the  rules  and  regulations  of the
Building,  the Property and the Park that are attached  hereto as Exhibit C, and
made a part  hereof as though  fully set out  herein.  Tenant  shall  further be
responsible for the compliance with such rules and regulations by the employees,
servants,  agents,  contractors,  visitors  and  invitees  of  Tenant.  Landlord
reserves the right to amend or rescind any of the rules and  regulations  and to
make such other and further rules and regulations as in its reasonable  judgment
shall  from time to time be  prudent  in the  operation  and  management  of the
Premises,  the Property and/or the Park,  which rules and  regulations  shall be
binding upon Tenant upon notice to Tenant of same provided that Landlord  agrees
to give advance  notice to Tenant of any amendment to the rules and  regulations
and to consider Tenant's comments thereto, if any.

15.      Inspection.

         Landlord and its officers,  agents and  representatives  shall have the
right to enter into and upon any and all parts of the Premises at all reasonable
hours  (or,  if any  emergency,  at  any  hour)  for  all  reasonable  purposes,
including,  without  limitation,  showing the Premises to  prospective  tenants,
purchasers  or lenders;  and Tenant  shall not be entitled to any  abatement  or
reduction of Rent by reason thereof, nor shall such be deemed to be an actual or
constructive eviction.  Unless there is an emergency,  Landlord shall give prior
notice to Tenant and shall allow a representative to accompany Landlord provided
such representative does not interfere with such entry.

16.      Condemnation.

         (a) If all of the Premises shall be taken by any public or quasi-public
authority under the power of condemnation,  eminent domain or expropriation,  or
in the event of conveyance  of all of the Premises in lieu  thereof,  this Lease
shall terminate as of the day possession  shall be taken by such  authority.  If
ten percent  (10%) or less of the Premises  shall be so taken or conveyed,  this
Lease shall terminate only in respect of the part so taken or conveyed as of the
day possession shall be taken by such authority.  If more than ten percent (10%)
of the Premises or if a material  portion of the  Property  shall be so taken or
conveyed,  this  Lease  shall  terminate  only  in  respect  of the  part of the
Premises,  so taken or conveyed as of the day possession  shall be taken by such
authority,  but Landlord and Tenant shall have the right to terminate this lease
upon  notice  given to the other  party  within  30 days  after  such  taking of
possession.

         (b) If this Lease  shall  continue  in effect as to any  portion of the
Premises  not so taken or  conveyed,  the Basic Rent and the RA of the  Premises
shall be computed on the basis of the  remainder  of the  Premises as of the day
possession shall be taken. Except as specifically  provided herein, in the event
of any such taking or  conveyance  there shall be no reduction in Rent.  If this
Lease shall continue in effect, Landlord shall make all necessary alterations so
as to  constitute  the  remainder  of the Premises a complete  tenantable  unit.
Landlord  shall do so at its expense,  but shall be obligated only to the extent
of the net  award  or  other  compensation  (after  deducting  all  expenses  in
connection with obtaining same) available to Landlord for the improvements taken
or conveyed  (excluding any award or other compensation for land). Within thirty
(30) days of Landlord's receipt of the net award or other compensation, Landlord
shall  advise  Tenant  whether  such  funds are  sufficient  or  constitute  the
remainder  of the  Premises a complete  tenantable  unit.  If such funds are not
sufficient and if Landlord elects therefore not to proceed,  or if for any other
reason  Landlord does not make such  alterations  to constitute the remainder of
the  Premises a  tenantable  unit,  Tenant  shall have the right upon  notice to
terminate this Lease.

         (c) All awards and compensation  for any taking or conveyance,  whether
for the whole or a part of the  Premises,  the Property or any other  portion of
the Park shall be property of Landlord,  and Tenant  hereby  assigns to Landlord
all of Tenant's right,  title and interest in and to any and all such awards and
compensation.  Tenant shall be entitled to claim in the condemnation  proceeding
such award or compensation as may be allowed for Tenant's  personal property and
for loss of  business,  and the cost of  Tenant's  relocation,  but only if such
award or compensation shall be made by the condemning  authority in addition to,
and shall not result in a reduction of, the award or compensation  made by it to
Landlord.

17.      Fire or Other Casualty.

         If the  Premises  or the  Building  shall be  destroyed  or  materially
damaged and  Landlord is unable to restore  the  Premises or the  Building to an
acceptable  condition within a reasonable  amount of time, then either party may
terminate  this lease by notice to the other  within  thirty (30) days after the
occurrence of the casualty, and this lease shall terminate as of the date of the
casualty.  If neither party  terminates this Lease,  Landlord shall proceed with
reasonable  diligence and at its sole cost and expense to rebuild and repair the
Premises or the Building,  as the case may be, and this Lease shall  continue in
full force and  effect.  If the  casualty  is due wholly or in part to an act or
omission  of Tenant or Tenant's  agents,  employees,  invitees  or  contractors,
Tenant shall pay to Landlord any deductible under Landlord's insurance policies.
Notwithstanding  the  foregoing,  if any  Holder  requires  that  the  insurance
proceeds be used to retire a debt,  or if any Lessor  should  terminate a Master
Lease as a result of any such  casualty,  then Landlord may elect not to rebuild
and this  lease  shall  terminate  upon  delivery  to Tenant of a notice to that
effect.  Landlord's  obligation  to rebuild and repair  under this  Paragraph 17
shall in all events be limited to restoring  the Premises to  substantially  the
condition same were in immediately preceding the casualty,  excluding all signs,
fixtures,  equipment or furniture  of Tenant and any  alterations,  additions or
improvements  to the  Premises  made by  tenant,  whether  prior to or after the
Commencement  Date. Tenant agrees that promptly after completion of such work by
Landlord,  Tenant shall proceed with  reasonable  diligence and at its sole cost
and expense to rebuild,  repair and  restore  all signs,  furniture,  equipment,
fixtures and other  improvements which may have been placed by Tenant within the
Premises.  Provided  that the  casualty  did not  occur by  reason of any act or
omission  of Tenant or Tenant's  agents,  employees,  invitees  or  contractors,
Landlord  shall allow  Tenant a diminution  of Basic Rental  during the time the
Premises  are unfit for  occupancy,  which  diminution  shall be based  upon the
proportion of square feet which are unfit for occupancy to the total square feet
in the Premises.  Except as  hereinafter  provided,  any insurance  which may be
carried by Landlord or Tenant  against  loss or damage to the Building or to the
Premises  shall be for the sole benefit of the party carrying such insurance and
under its sole  control.  Tenant shall be  responsible  for  obtaining  fire and
extended coverage  insurance for full replacement cost upon all improvements and
fixtures installed in the Premises at Tenant's expense, if any, and the contents
of the Premises.

18.      Holding Over.

         Should  Tenant,  or any of its  successors  in interest,  hold over the
Premises,  or any part thereof,  after the expiration of the Lease Term,  unless
otherwise agreed in writing by Landlord,  such holding over shall constitute and
be  construed  as a tenancy at will only,  at a daily  rental equal to the daily
Rent  payable  for the last  month of the Lease  Term plus one  hundred  percent
(100%) of such amount.  The  inclusion of the  preceding  sentence  shall not be
construed as landlord's consent for Tenant to hold over.

19.      Taxes on Tenant's Property.

         Tenant  shall be liable for all taxes  levied or  assessed  against all
personal  property,  furniture or fixtures placed by Tenant in the Premises.  If
any such  taxes  for  which  Tenant is liable  are  levied or  assessed  against
landlord or  Landlord's  property  and if Landlord  pays same or if the assessed
value of  Landlord's  property is increased  by inclusion of personal  property,
furniture or fixtures  placed by Tenant in the  Premises,  and Landlord pays the
taxes based on such increase, Tenant shall pay to Landlord upon demand that part
of such taxes for which Tenant is primarily liable hereunder.

20.      Events of Default.

         The following  events shall be deemed to be events of default by Tenant
under this Lease:

         (a) Tenant shall fail to pay when due any Adjusted Rental or other sums
payable by Tenant hereunder and such failures continues for a period of five (5)
days after written notice to Tenant by Landlord (or under any other lease now or
hereafter executed by Tenant in connection with space in the Property).

         (b) Tenant shall fail to comply with or observe any other  provision of
this lease (or any other lease now or hereafter executed by tenant in connection
with space in the Park), and such failure  continues for fifteen (15) days after
delivery to Tenant of notice thereof,  provided that if such failure cannot with
due  diligence  be cured  within said 15 days  period,  said  failure  shall not
constitute an event of default if Tenant  commences to cure such default  within
10 days after its  occurrence and  thereafter  diligently  proceeds to cure such
default to completion.

         (c) Tenant shall make a transfer in fraud of creditors or an assignment
for the benefit of creditors.

         (d) Any  petition  shall  be  filed  by or  against  Tenant  under  any
appropriate federal or state bankruptcy or insolvency law and with respect to an
involuntary petition,  same is not dismissed within 60 days after its filing; or
Tenant shall be adjudged  bankrupt or insolvent in proceedings filed thereunder;
or Tenant  shall admit that it cannot  meet its  financial  obligations  as they
become due. For additional  provisions regarding Tenant's bankruptcy see Exhibit
F.

         (e) A receiver or trustee shall be appointed  for all or  substantially
all of the assets of Tenant.

         (f) One ore more of the event  enumerated  in clauses  (c), (d) and (e)
occurs to Guarantor.

         (g) Tenant shall abandon any portion of the  Premises.  For purposes of
this Lease,  Tenant  shall be deemed to have  abandoned  the  Premises if Tenant
fails to  utilize  all or  substantially  all of the  Premises  for the  purpose
permitted herein for ten (10) or more consecutive days.

         (h) Tenant shall do or permit to be done anything  which creates a lien
upon the Premises which is not removed within 20 days after its creation.

         (i) Tenant  shall fail to execute an Estoppel  Certificate  in the form
and time period requested by Landlord pursuant to Paragraph 30.

21.      Remedies.

         Upon the  occurrence of any event of default by either party  specified
in this Lease, the other party may pursue any and all remedies which it may then
have hereunder or at law or in equity, including, without limitation, any one or
more of the remedies  listed in this  section.  In all cases,  each party agrees
that it will make commercially  reasonable  efforts to mitigate damages from any
default by the other party.

         (a)  Terminate  this Lease,  in which event  Tenant  immediately  shall
surrender the Premises to Landlord,  and if Tenant fails to do so, Landlord may,
without  prejudice to any other remedy which it may have for  possession  or any
arrearage  in  Rent  hereunder  or at law or in  equity,  enter  upon  and  take
possession of the Premises. To the extent permitted by law, Tenant agrees to pay
to Landlord  on demand the amount of all loss,  cost,  expense and damage  which
Landlord  may  suffer or incur by reason of such  termination,  whether  through
inability  (after a  commercially  reasonable  effort) to relet the  Premises on
satisfactory terms or otherwise, including the following:

            (i) the worth at the time of award of any unpaid Rent which had been
earned at the time of such termination; plus

            (ii) the  worth at the time of  award  of the  amount  by which  the
unpaid  Rent which would have been earned  after  termination  until the time of
award exceeds the amount of such rental loss which Tenant proves could have been
reasonably avoided; plus

            (iii)  the  worth at the time of award of the  amount  by which  the
unpaid  Rent for the  balance  of the term after the time of award  exceeds  the
amount of such  rental  loss  that  Tenant  proves  could  have been  reasonably
avoided; plus

            (iv) any other amount,  including court costs, or costs of reletting
(including  leasing and refitting costs),  necessary to compensate  Landlord for
all  detriment  proximately  caused by  Tenant's  failure  to  perform  Tenant's
obligations  under this Lease or which in the ordinary course of things would be
likely to result therefrom; plus

            (v) at Landlord's election,  such other amounts in addition to or in
lieu of the foregoing as may be permitted  from time to time by applicable  law;
and

            (vi) all reasonable attorneys' fees incurred by Landlord relating to
the default and termination of this Lease.

         All Rent shall be computed on the basis of the amount thereof which was
due and payable to Landlord for the month immediately prior to default.

         As used in subparagraphs  (i) and (ii) above, the "worth at the time of
award" is to be computed by allowing interest at the Past Due Rate.

         As used in subparagraph (iii) above, the "worth at the time of award is
to be computed by  discounting  such amount at the discount  rate of the Federal
Reserve Bank of New York at the time of the award plus one percent (1%).

         (b) Enter upon and take  possession  of the  Premises  by virtue of the
laws of the State of Utah for summary  proceedings for possession of real estate
or such other proceeding as may be applicable,  and if Landlord so elects, relet
all or any part of the Premises on such terms as Landlord  shall deem  advisable
(including, without limitation, such concessions and free rent as Landlord deems
necessary or  desirable)  and receive and retain all of the rent  therefor;  and
Tenant agrees (i) to pay to Landlord on demand any deficiency  that may arise by
reason of such  reletting  for the remainder of the Lease Term (or any extension
thereof,  if the event of default occurs during such extension  term),  and (ii)
that Tenant  shall not be entitled  to any rents or other  payments  received by
Landlord in connection with such reletting even if such rents and other payments
are in excess of the amounts that would  otherwise be payable to Landlord  under
this  Lease.  Tenant  shall be  liable  immediately  to  Landlord  for all costs
Landlord  incurs in  reletting  the  Premises,  including,  without  limitation,
brokers' commissions, reasonable attorneys' fees incurred in connection with the
reletting  and in  connection  with  Tenant's  default  hereunder,  expenses  of
repairing,  altering and remodeling the Premises required by the reletting,  and
like costs. Tenant expressly acknowledges that Landlord has no duty to relet the
Premises,  that  Landlord  may  offer  all or any part of the  Premises  for any
period,  to any  tenant  and for any use  which  Landlord  may  elect,  and that
Landlord  may offer for lease any vacant  space in the Park  Buildings  prior to
offering the Premises for lease.

         (c) Make such payments or enter upon the Premises, and perform whatever
Tenant is obligated to pay or perform under the terms of this Lease;  and Tenant
agrees  to  reimburse  Landlord  on demand  for any  expenditures  and  expenses
(together  with  interest  thereon  at the Past Due Rate  from the date  paid by
Landlord)  which  Landlord may make or incur in thus effecting  compliance  with
Tenant's obligations under this Lease.

         (d) Receive  from  Tenant all sums,  the payment of which may have been
waived or abated by Landlord or which may have been paid by Landlord pursuant to
any agreement to grant Tenant a rental abatement or other monetary inducement or
concession,  including but not limited to any tenant finish  allowance or moving
allowance, it being agreed that any such concession or abatement was made on the
basis that Tenant fully perform all  obligations  and covenants  under the Lease
for the entire Lease Term.

         (e) Collect, from time to time, by suit or otherwise,  each installment
of Rent or other sum as it becomes due  hereunder,  or to enforce,  from time to
time, by suit or otherwise,  any term or provision  hereof on the part of Tenant
required to be kept or performed.

         (f) No re-entry or taking  possession of the Premises by Landlord shall
be construed as an election on Landlord's part to terminate this Lease, unless a
written  notice of such intention be given to Tenant.  Notwithstanding  any such
reletting or re-entry or taking possession,  Landlord may at any time thereafter
terminate  this  Lease for a previous  default.  Pursuit of any remedy set forth
herein  shall not  preclude  pursuit  of any  other  remedy  provided  herein or
available at law,  nor shall  pursuit of any remedy  constitute a forfeiture  or
waiver  of any Rent due to  Landlord  hereunder  or of any  damage  suffered  by
Landlord  because  of the  violation  of any  term  of  this  Lease.  Landlord's
acceptance of any Rent following an event of default  hereunder  shall not waive
such event of default. No payment by Tenant or receipt by Landlord of any amount
less than the amounts due by Tenant  hereunder  shall be deemed to be other than
on account of the amounts due by Tenant  hereunder,  nor shall an endorsement or
statement on any check or document  accompanying any payment be deemed an accord
and satisfaction.

         (g) If Landlord takes  possession of the Premises as permitted  herein,
Landlord may keep in place and use all furniture,  fixtures and equipment at the
Premises,  including  that  which is owned by or  leased  to Tenant at all times
prior to any foreclosure thereon by Landlord or repossession thereof by a lessor
thereof or third party having a lien thereon.  Landlord also may remove from the
Premises  (without  the  necessity  of  obtaining  a distress  warrant,  writ of
sequestration  or other legal  process)  all or any  portion of such  furniture,
fixtures,  equipment and other  property  located  thereon and store same at any
premises within Utah County,  Utah. In such event,  Tenant shall pay to Landlord
all costs  incurred by Landlord in connection  with such removal and storage and
shall indemnify and hold Landlord harmless from all loss, damage,  cost, expense
and liability in  connection  with such removal and storage.  Landlord's  rights
herein are in addition to any and all other  rights  which  Landlord  has or may
hereafter have at law or in equity.

         (h) If  Landlord  must  notify  Tenant  of  any  failure  (monetary  or
non-monetary)  of  Tenant to  comply  with any  provision  of this  Lease,  that
obligation  to notify  Tenant shall  terminate  following the second such notice
delivered to Tenant within any twelve-month period during the Lease Term.

22.      Landlord's Liability.

         Landlord  shall not be in default  under this lease unless and until it
fails to perform an obligation  hereunder  within thirty (30) days after written
notice by Tenant to Landlord  specifying the  obligation  which Landlord had not
performed.  However,  if  Landlord's  obligation  reasonably  requires more than
thirty  (30) days for its  performance,  Landlord  shall not be in default if it
commences  performance within such thirty-day period and uses reasonable efforts
to complete  same.  Tenant has no right to claim any nature of lien  against the
Building or the Property or to withhold,  deduct from or offset against any Rent
or other sums to be paid to Landlord.  All obligations of Landlord hereunder are
binding upon  Landlord  only during the period of its ownership of the Property.
The term "Landlord"  means only the owner,  for the time being, of the Property.
In the event of the transfer by such owner of its interest in the Property, such
owner  shall  thereupon  be  released  and  discharged  from all  covenants  and
obligations of Landlord thereafter accruing,  but such covenants and obligations
shall be binding  during the Lease Term upon each new owner for the  duration of
such owner's  ownership.  Any  liability of Landlord to Tenant  relating to this
lease shall be limited to the interest of Landlord in the Premises, and Landlord
shall not be personally liable for any deficiency.

23.      Surrender of Premises.

         No act or thing done by  Landlord  or its agents  during the Lease Term
shall be deemed an acceptance  of a surrender of the Premises,  and no agreement
to accept a surrender of the Premises  shall be valid unless the same be made in
writing and signed by Landlord.

24.      Attorneys' Fees.

         In the event that any action or  proceeding  is brought to enforce  any
term, covenant or condition of this Lease on the part of Landlord or Tenant, the
prevailing  party in such action or  proceeding  shall be entitled to reasonable
attorneys' fees to be fixed by the court therein.

25.      Mechanic's Liens.

         Tenant will not permit any mechanic's  liens or liens to be placed upon
the  Premises,  the  Building or any other  portion of the Park,  or any portion
thereof, caused by or resulting from any work performed,  materials furnished or
obligation  incurred  by or at the  request  of  Tenant,  and in the case of the
filing of any such lien;  Tenant will  immediately  pay or otherwise  obtain the
release of same. If default in compliance with this Paragraph shall continue for
fifteen (15) days after  delivery to Tenant of a notice  thereof from  Landlord,
Landlord  shall have the right and privilege at Landlord's  option of paying the
same or any portion thereof without inquiry as to the validity thereof,  and any
amounts so paid,  including  expenses and interest,  shall be so much additional
rent  hereunder  due from  Tenant to  Landlord  and shall be repaid to  Landlord
(together  with  interest  at the Past Due Rate from the date paid by  landlord)
within  fifteen (15) days after  delivery to Tenant of a request  from  Landlord
therefor.

26.      No Subrogation-Insurance.

         (a) Each party hereto  waives any cause of action it might have against
the other party on account of any loss or damage that is insured  against  under
any  insurance  policy  (to the extent  that such loss or damage is  recoverable
under such insurance policy) that covers the Premises, the Building,  Landlord's
or Tenant's fixtures, personal property,  leasehold improvements or business and
which  names  Landlord  or  Tenant,  as the  case  may be,  as a party  insured.
Notwithstanding  the foregoing,  the release in the preceding  sentence shall be
applicable  and in force and effect  only so long as and to the extent that such
release does not invalidate any policy or policies of insurance now or hereafter
maintained  by the other party  hereto.  Each party  hereto  agrees that it will
request its insurance  carrier to endorse all  applicable  policies  waiving the
carrier's  rights of recovery under  subrogation or otherwise  against the other
party and obtain such waiver of subrogation if it is obtainable at no extra cost
or expense to the  insured (or if there is an extra cost if the other party pays
such extra cost).

         (b) Tenant shall maintain a policy of comprehensive  general  liability
insurance  pertaining to its use and occupancy of the Premises  hereunder,  with
premiums  thereof  fully paid in advance,  issued by and binding  upon a solvent
insurance  company qualified to do business in the State of Utah, such insurance
to name  Landlord as an  additional  insured.  Such policy shall afford  minimum
protection  of not less than Four  Million  and No/100  Dollars  ($4,000,000.00)
combined  single limit for bodily injury,  death to any one person,  or property
damage in any one occurrence. Additionally, Tenant shall obtain and maintain (i)
a contractual liability coverage endorsement with "incidental contract" coverage
including all oral or written contracts relating to the named insured's business
and (ii) All Risk  insurance  in respect to Tenant's  stock in trade,  fixtures,
furnishings,  floor covering,  equipment and all other property of Tenant in the
Premises,  insuring 100% insurable  value of such property.  The adequacy of the
coverage  afforded  by said  liability  insurance  shall be subject to review by
Landlord from time to time,  and if Landlord is advised by Landlord's  insurance
agent that a prudent  businessman in Utah County,  Utah,  using the Premises for
the Permitted Use, would increase the limits of said insurance,  Tenant shall to
that extent  increase the insurance  coverage  required by this Paragraph 26. In
addition to the remedies provided in Paragraph 21 of this Lease, if Tenant fails
to maintain the insurance  required by this  Paragraph 26,  Landlord may, but is
not  obligated  to, obtain such  insurance  without  notice to Tenant and Tenant
shall pay to Landlord upon demand as additional  rental the premium cost thereof
plus  interest at the Past Due Rate from the date of payment by  Landlord  until
repaid by Tenant.

         (c) Upon Tenant's  execution of this Lease and at any time from time to
time thereafter when Landlord so requests, Tenant shall furnish a certificate of
insurance and other evidence  satisfactory to Landlord of the maintenance of all
insurance  coverages  required  hereunder,  and  Tenant  shall  obtain a written
obligation  on the part of each  insurance  company to notify  Landlord at least
thirty (30) days prior to cancellation or material change of any such insurance.
All insurance required by this Paragraph 26 shall be primary and noncontributing
with any insurance which may be carried by Landlord.

27.      Brokerage.

         Tenant warrants that it has had no dealings with any broker or agent in
connection with the negotiation or execution of this Lease other than the Broker
(as  defined in the Basic Lease  Information),  and Tenant  agrees to  indemnify
Landlord  against all costs,  expenses,  attorneys'  fees or other liability for
commissions  or other  compensation  or  charges  claimed by any broker or agent
other than Broker who claims same by, through or under Tenant.

28.      Building Name.

         Landlord  reserves the right at any time to give a name to the Building
or to change the name by which the Building is designated.

29.      Estoppel Certificates.

         Tenant  agrees  to  furnish  from time to time  when  requested  by (a)
Landlord,  (b) a Holder or a Lessor,  or (c) any prospective  Holder,  Lessor or
purchaser  of the  Building  or the  Property,  a  certificate  signed by Tenant
confirming such factual  certifications and  representations as to the terms and
conditions of this Lease and amendments, if any, as may be deemed appropriate by
Landlord or any such Holder,  Lessor,  or purchaser,  and Tenant  shall,  within
fifteen (15) days following  Tenant's receipt of said proposed  certificate from
Landlord,  return a fully executed copy of said certificate to Landlord.  In the
event  Tenant  fails to  return a fully  executed  copy of such  certificate  to
Landlord  within said  fifteen-day  period,  then Tenant  conclusively  shall be
deemed to have  approved  and  confirmed  all of the terms,  certifications  and
representations contained in such certificate.

30.      Notices.

         Each provision of this Lease, or of any applicable  governmental  laws,
ordinances,  regulations,  and other requirements with reference to the sending,
mailing  or  delivery  of any  notice,  or with  reference  to the making of any
payment by Tenant or Landlord,  shall be deemed to be complied  with when and if
the following specs are taken:

         (a) All  Rent and  other  payments  required  to be made by  Tenant  to
Landlord hereunder shall be payable to, and must be received by, Landlord on the
date due and at the address set forth in the Basic Lease  Information or at such
other  address as  Landlord  may  specify  from time to time by  written  notice
delivered in accordance herewith.

         (b)  Any  notice,  request  or  documents  (excluding  Rent  and  other
payments) permitted or required to be delivered hereunder must be in writing and
shall be deemed  delivered upon receipt if actually  received and whether or not
received when deposited in the United States mail,  postage  prepaid,  certified
mail (with or without return receipt requested), addressed to the parties hereto
at the respective  addresses set forth in the Basic Lease Information or at such
other  address as either of said parties have  theretofore  specified by written
notice delivered in accordance herewith.

     If and when  included  within the term "Tenant" as used in this Lease there
are  more  than  one  person,  firm or  corporation,  all  shall  arrange  among
themselves for their joint execution of such notices  specifying some individual
at some specific address for the receipt of notices and payments to Tenant.  All
parties included within the term "Tenant" shall be bound by notices and payments
given in accordance  with the  provisions of this  Paragraph the same as if each
had received such notice or payment.

31.      Severability.

         If any  clause  or  provision  of this  Lease is  illegal,  invalid  or
unenforceable under present or future laws effective during the Lease Term, then
and in that event,  it is the intention of the parties hereto that the remainder
of this Lease shall not be affected thereby, and it is also the intention of the
parties  to this Lease that in lieu of each  clause or  provision  of this Lease
that is illegal, invalid or unenforceable,  there be added as part of this lease
a  clause  or  provision  as  similar  in  terms  to such  illegal,  invalid  or
unenforceable  clause or provision  as may be possible  and be legal,  valid and
enforceable.

32.      Amendments:  No Waiver:  Binding Effect.

         This Lease may not be altered, changed or amended, except by instrument
in writing  signed by both parties  hereto.  No provision of this lease shall be
deemed to have been  waived by  Landlord  or  Tenant  unless  such  waiver be in
writing  signed by the party making the waiver and addressed to the other party,
nor shall any custom or  practice  which may evolve  between  the parties in the
administration  of the terms hereof be construed to waive or lessen the right of
Landlord to insist upon the performance by Tenant in strict  accordance with the
terms hereof.  The terms and conditions  contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto,  and upon their
respective successors in interest and legal representatives, except as otherwise
herein expressly provided.

33.      Quiet Enjoyment.

         Tenant shall  peaceably and quietly hold and enjoy the Premises for the
Lease Term, without hindrance from Landlord or Landlord's successors or assigns,
subject to (i) the terms and conditions of this Lease, including the performance
by Tenant of all of the terms and  conditions  of this Lease to be  performed by
Tenant,  including the payment of rent and other amounts due hereunder, and (ii)
actions  and claims of any person or entity  holding  superior  title to that of
Landlord,  including,  but not by way of  limitation,  any  person or entity who
holds an interest in the Premises to which the  leasehold  interests  created by
this lease is subordinate.

34.      Gender.

         Words of any gender used in this Lease shall be held and  construed  to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, unless the context otherwise requires.

35.      Joint and Several Liability.

         If there be more than one Tenant,  the  obligations  hereunder  imposed
upon Tenant  shall be joint and  several.  If there be a  Guarantor  of Tenant's
obligations  hereunder,  the obligations  hereunder imposed upon Tenant shall be
the joint and several  obligations of Tenant and Guarantor and Landlord need not
first proceed  against  Tenant  before  proceeding  against  Guarantor nor shall
Guarantor be released  from its guaranty for any reason  whatsoever,  including,
without limitation,  in case of any amendments hereto, waivers hereof or failure
to give Guarantor any notices hereunder.

36.      Certain Rights Reserved by Landlord.

         Landlord shall have the following  rights,  exercisable  without notice
and  without  liability  to Tenant for damage or injury to  property,  person or
business  and  without  effecting  an  eviction,   constructive  or  actual,  or
disturbance  of  Tenant's  use or  possession  or  giving  rise to any claim for
Set-off or abatement of Rent:

         (a) To decorate and to make repairs, alterations, additions, changes or
improvement,  whether  structural or otherwise,  in and about the Premises,  the
Building  and/or the Park,  or any part  thereof,  and for such purpose to enter
upon the  Premise,  the  Building  or other  parts of the park and,  during  the
continuance  of any such work, to  temporarily  close doors,  entryways,  public
space and corridors in the Premises, the Building or other parts of the Park, to
store materials in the premises,  to interrupt or temporarily  suspend  Building
services and facilities,  to change the arrangement and location of entrances or
passageways, doors and doorways, corridors, elevators, stairs, toilets, or other
public parts of the Building,  and to change the arrangement and location of all
parking  areas,  sidewalks and driveways  situated upon the Land or elsewhere in
the Park, all without abatement of Rent or affecting any of Tenant's obligations
hereunder, so long as the Premises are reasonably accessible.

         (b) 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.

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

         (d) To take all such reasonable measures as Landlord may deem advisable
for  the  security  of  the  Property  and  its  occupants,  including,  without
limitation,  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  Customary  Business  Hours and on Saturdays,  Sundays and
Holidays, subject, however, to Tenant's right to admittance when the Building is
closed after  Customary  Business  Hours under such  reasonable  regulations  as
Landlord may  prescribe  from time to time which may include,  by way of example
but not of limitation, that persons entering or leaving the Building, whether or
not during Customary Business Hours, use a pass key, or identify themselves to a
security  officer by registration  or otherwise and that such persons  establish
their right to enter or leave the Building.

37.      Notice to Lender.

         Tenant  agrees to deliver by  certified  mail to any Holder or Lessor a
copy of any  written  notice of  nonperformance  given by  Tenant  to  Landlord,
specifying the alleged  failure to perform in reasonable  detail,  provided that
prior to giving any such notice to Landlord, Tenant has been notified in writing
of the address of such Holder or Lessor.  Tenant further agrees that if Landlord
fails to cure any  nonperformance  within the time  provided  for in this Lease,
then any such Holder or Lessor  shall have an  additional  forty-five  (45) days
within which to cure such nonperformance, or if same cannot be cured within that
time,  then such  additional  time as may be necessary  for cure if, within such
sixty-day  period,  such  holder or lessor  has  commenced  performance  of such
obligation  and  diligently  pursues the same to  completion,  including but not
limited to  commencement  of  foreclosure  proceedings  necessary to effect such
cure.

38.      Captions.

         The captions  contained in this Lease are for  convenience of reference
only, and in no way limit or enlarge the terms and conditions of this Lease.

39.      Miscellaneous.

         (a) Any approval by Landlord or Landlord's  architects and/or engineers
of any of  Tenant's  drawings,  plans and  specifications  that are  prepared in
connection  with any  construction  of improvements in the Premises shall not in
any  way  be  construed  or  operate  to  bind   Landlord  or  to  constitute  a
representation or warranty of Landlord as to the adequacy or sufficiency of such
drawings,  plans and  specifications,  or the improvements to which they relate,
for any use,  purpose,  or  condition,  but such  approval  shall  merely be the
consent of Landlord as may be required  hereunder in  connection  with  Tenant's
construction  of  improvements in the Premises in accordance with such drawings,
plans and specifications.

         (b) Each and every  covenant and agreement  contained in this Lease is,
and shall be construed to be, a separate and independent covenant and agreement.

         (c) There shall be no merger of this Lease or of the  leasehold  estate
hereby created with the fee estate in the Premises or any part thereof by reason
of the fact that he same  person may acquire or hold,  directly  or  indirectly,
this Lease or the  leasehold  estate herby created or any interest in this Lease
or in such  leasehold  estate as well as the fee estate in the  Premises  or any
interest in such fee estate.

         (d) Neither  Landlord  nor  Landlord's  agents or brokers have made any
representations  or  promises  with  respect  to the  Property,  or any  portion
thereof,  except as herein  expressly  set forth  and no  rights,  easements  or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth in the provisions of this Lease.

         (e) The  submission  of this Lease to Tenant for  examination  does not
constitute an offer,  reservation or option in favor of Tenant, and Tenant shall
have no rights  with  respect  to this  Lease or the  Premises  unless and until
Landlord shall execute a copy of this Lease and deliver the same to Tenant.

         (f)  This  Lease   shall  be   subject   to  any  and  all   easements,
rights-of-way,  covenants, liens, conditions, restrictions,  outstanding mineral
interest and royalty interests, if any, relating to the Park, to the extent, and
only to the extent, same still may be in force and effect and either shown in of
record in the Office of the County Clerk of Utah County, Utah or apparent on the
Property.

         (g)  Tenant  shall not bring or  permit to remain on the  Premises  any
asbestos,  lead,  PCBs,  petroleum  or  petroleum  products,  explosives,  toxic
materials,  or substances defined as hazardous wastes,  hazardous materials,  or
hazardous  substances  under any  federal,  state,  or local  law or  regulation
("Hazardous  Materials").  Tenant's violation of the foregoing prohibition shall
constitute a material breach and default  hereunder and Tenant shall  indemnify,
hold  harmless  and  defend  Landlord  from and  against  any  claims,  damages,
penalties,  liabilities,  and costs  (including  reasonable  attorneys' fees and
court  costs)  caused by or  arising  out of (i) a  violation  of the  foregoing
prohibition  or (ii) the presence or any release of any Hazardous  Materials on,
under,  or about the  Premises  during  Tenant's  occupancy  or  control  of the
Premises. Tenant shall clean up, remove, remediate and repair any soil or ground
water  contamination  and  damage  caused  by the  presence  or  release  of any
Hazardous  Materials  in,  on,  under,  or about the  Premises  during  Tenant's
occupancy of the Premises in  conformance  with the  requirements  of applicable
law.  Tenant shall  immediately  give Landlord  written  notice of any suspected
breach of this  Paragraph,  upon  learning of the presence or any release of any
Hazardous Materials,  and upon receiving any notices from governmental  agencies
pertaining to Hazardous Materials which may affect the Premises. The obligations
of Tenant hereunder shall survive the expiration or earlier termination, for any
reason, of this Lease.

         (h) Tenant shall not record this Lease.

         (i)  Tenant  warrants  that  its  signatory  to  this  Lease  is a duly
appointed  officer  of  Tenant  with  authority  to  bind  Tenant  to all of the
obligations hereof.

         (j) The tem "business day," when used herein, shall mean every day that
is not a Saturday, Sunday or Holiday.

         (k) Except as expressly provided herein,  whenever this Lease calls for
a consent or approval of Landlord,  or the exercise of Landlord's judgment,  the
granting or denial of such approval and the exercise of such  judgment  shall be
within the sole discretion of Landlord and Landlord shall not, for any reason or
to any extent,  be required to grant such  approval or consent or exercise  such
judgment in any manner regardless of the reasonableness of either the request or
Landlord's judgment.

         (l) Tenant shall have the right to use the Shared Park  Facilities on a
nonexclusive  basis  together with Landlord and all other  occupants of the Park
subject  to the  rules  and  regulations  promulgated  or to be  promulgated  by
Landlord with respect to the use of the Shared Park Facilities. Tenant shall pay
to  Landlord,  as  additional  rent  hereunder,  a subsidy on behalf of Tenant's
employees and invitees with respect to use of the Hard Disk Cafeteria located in
the Park. Such subsidy shall be based on the aggregate  deficit of the cafeteria
and on the RA of the Premises and the rentable area of all Park Buildings.  Such
subsidy under the Paragraph shall not exceed Five Thousand  dollars  ($5,000) in
any calendar year during the initial term hereof. Landlord reserves the right at
its sole discretion to discontinue  the Fitness Center,  the Hard Disk Cafe, and
other amenities as part of the Shared Facilities. Landlord reserves the right to
change the availability and use of the Shared Park Facilities.

         (m) Tenant  shall summon the  appropriate  municipal  emergency  forces
(police,  fire  department,  or  ambulance,  as the case may be) in the event of
fire,  serious  injury  or other  emergency  in the  Premises  immediately  upon
obtaining  knowledge thereof.  Immediately after summoning  municipal  emergency
forces,  Tenant shall advise  Landlord  and the  security  forces.  Tenant shall
cooperate  fully with local and/or regional  emergency  forces and with Landlord
during any emergency.

         (n) Tenant  acknowledges  that  certain  of  Landlord's  employees  are
members of a Site  Emergency  Control Force and will, in response to a signal by
Landlord,  assemble to address an emergency  anywhere in the Park. None of these
personnel  will be held liable by Tenant for any actions  taken in responding to
an emergency in the Park; further, Tenant shall indemnify and hold Landlord, its
agents and  employees  harmless  from and against any and all claims  brought by
Tenant's employees, contractors, agents or invitees and any of their dependents,
heirs,  successors  or assigns  arising  out of any act or  omission,  including
negligence,  of the  members  of the  Emergency  Control  Force  and  Landlord's
Emergency Medical Technicians which may occur while carrying out their duties in
responding to an emergency in the Park.

         (o) All payments  required to be made  hereunder  other than Basic Rent
shall constitute additional rent hereunder.  Landlord shall have the same rights
and remedies with respect to the  non-payment  of additional  rent as it is with
respect to the non-payment of Basic Rent.

         (p) If Tenant  shall  default  in the  performance  of any of  Tenant's
obligations  under this Lease,  Landlord,  without thereby waiving such default,
may (but shall not be obligated  to) perform the same for the account and at the
expense of Tenant, without notice in a case of emergency,  and in any other case
only if such default  continues  after the  expiration of five (5) days from the
date Landlord  gives Tenant  notice of the default.  Bills for any such expenses
incurred  by  Landlord,  and  bills  for  all  reasonable  costs,  expenses  and
disbursements,  including reasonable  attorneys' fees and expenses,  involved in
collecting  the  Rent  or  enforcing  any  rights  against  Tenant  or  Tenant's
obligations hereunder,  may be sent by Landlord to Tenant immediately,  and such
amounts shall be due and payable in accordance with their terms.

40.      Force Majeure.

         If  Landlord  is  delayed  in  performing  an  obligation  of  Landlord
hereunder  as a  result  of  strikes,  lockouts,  shortages  of  labor,  fuel or
materials, acts of God, legal requirements, fire or other casualty, or any other
cause beyond  Landlord's  control,  then performance of such obligation shall be
excused for the period of such delay,  and the period to perform such obligation
shall be extended by the number of days equivalent to the number of days of such
delay.  Landlord  shall not be  required  to settle or  compromise  any  strike,
lockout or other labor  disputes,  the resolution  thereof being within the sole
discretion of Landlord.

41.      Applicable Law.

         This Lease shall be  governed in all  respects by the laws of the State
of Utah.  Landlord and Tenant intend to conform strictly to all applicable state
and federal usury laws. All agreements between Landlord and Tenant,  whether now
existing or hereafter arising and whether written or oral, are expressly limited
so that in no contingency or event whatsoever  shall the amount  contracted for,
charged or received by Landlord for the use,  forbearance  or detention of money
exceed the maximum  amount which  Landlord is legally  entitled to contract for,
charge  or  collected  under  applicable  state or  federal  law.  If,  from any
circumstance  whatsoever,  fulfillment  of any  provision  hereof  at  the  time
performance of such provision shall be due shall involve  transcending the limit
of validity  prescribed  by law, then the  obligation  to be fulfilled  shall be
automatically  reduced  to the  limit  of such  validity,  and if from  any such
circumstance,  Landlord shall ever receive as interest or otherwise an amount in
excess of the maximum  that can be legally  collected,  then such  amount  which
would be excessive  interest  shall be applied to the reduction of the Rent; and
if such amount  which would be  excessive  interest  exceed the Rent,  then such
additional amount shall be refunded to Tenant.

42.      Third Party Rights.

         Nothing herein expressed or implied is intended, or shall be construed,
to confer upon or give to any person or entity,  other than the parties  hereto,
any right or remedy under or by reason of this Lease.

43.      Americans With Disabilities Act.

         Landlord and Tenant acknowledge that during the term of this Lease, the
Americans  With  Disabilities  Act. 42 U.S.C.A.  12101 et seq. (the "Act"),  may
require  modifications  to the  Premises,  the  Building  and to the Park.  With
respect to the Act, Landlord and tenant agree as follows:

         (a) Landlord shall be responsible for any modifications to the Premises
required to bring the Premises  into  compliance  with the Act as it reads as of
the date of commencement hereof.

         (b)  Landlord  shall  modify  the  improvements  which  constitute  the
Building (other than the Premises) and the Shared Park Facilities if required to
bring the Building and the Shared Park Facilities in compliance with the Act, as
same may be modified from time to time. The cost of such modifications  shall be
amortized upon such reasonable basis as Landlord may elect and shall be included
in the Operating Expenses.

         (c)  If,   during  the  term   hereof,   changes  in  the  Act  require
modifications  or  alterations to the Premises or if Tenant makes any changes to
the  Premises  that cause the  Premises  to be out of  compliance  with the Act,
Tenant  shall,  following  notification  of Landlord,  be  responsible  for, and
expressly   agrees  to  pay  (or  reimburse   Landlord)  for  the  cost  of  any
modifications or alterations required to bring the Premises into compliance with
the Act. All  alterations and  modifications  to the Premises shall be done in a
good and  workmanlike  manner and court costs)  arising out of or related to the
other's failure to perform any of its obligations under this Paragraph 43.

44.      Site Plan and restrictive Covenants.

         Tenant  agrees that it will not occupy or use the Premises in violation
of or perform  any act which  violates  the site plan for the Park or any of the
Restrictive Covenants, as they may hereafter be amended from time to time.

45.      Furniture.

         Subject to  availability,  Landlord  shall  provide  furniture  for the
Premises  from its existing  inventory  at no extra charge to Tenant.  If Tenant
requires additional furniture, and it is available for Tenant use from Landlords
existing  inventory,  Landlord  shall provide it at no extra cost.  Landlord and
Tenant shall agree on a basic set of components  (see  Attachment  A,  Furniture
Inventory  List)  prior to  installation.  Tenant is  responsible  for any items
needing to be purchased  over and above  current  inventory,  for all  furniture
layout,  design,  deliver  (to and  from  Premises  as  directed  by  landlord),
installation by a Landlord  approved  installer.  Tenant is also responsible for
any damage to the  Furniture  and for a day-to-day  maintenance.  Any  furniture
currently located in the Premises that is not wanted by Tenant shall be returned
to Landlord's  storage location as directed by Landlord and at Tenant's expense.
Tenant accepts furniture in its "as is" condition and shall return it in as good
a condition as received, normal wear and tear excepted.

46.      Tenant Improvements.

         Landlord shall not provide a Tenant Improvement  Allowance.  Any Tenant
improvements  are  subject to Landlord  approval  and the terms of the Lease and
shall be provided  by the  Tenant.  Tenant to do own cabling and wiring for data
and phone connections and shall provide their own telephony equipment.

47.      Right of First Offer.

         Subject to Prior rights of any other tenant,  Tenant shall have a Right
of First  Offer on the rental  space in Building F as it becomes  available  for
lease during the initial Term of the Lease,  subject to the terms and conditions
of this Lease including Exhibit J attached hereto.

48.      Security Services.

         Landlord currently provides basic security services which includes card
access, 24 hour security patrols and limited camera surveillance. Landlord shall
provide one access card, without charge but subject to change without notice, to
each  employee at the  beginning of the lease term and to each new employee when
they are employed.  There will be a $15.00 charge, subject to adjustment without
notice, to the Tenant for each card that needs to be replaced or changed for any
reason and that is not returned at the end of the lease.  Landlord  will provide
two  keys to the  locks  on the  corridor  doors  entering  the  Premises,  with
additional keys to be furnished by the Landlord at Tenant's expense. Any keys or
locks needed  within the Premises  shall be provided by the Landlord at Tenant's
expense. Landlord reserves the right to change these services upon notice.

49.      Signage.

         Tenant's  name  shall be placed on all  building  standard  signage  at
Landlord's  expense.  If Tenant  occupies  more than 50% of the rental  space in
Building F, they shall have the right to an exterior  building sign,  subject to
Timpanogos  Research  and  Technology  Park  (TRTP)  covenants,  conditions  and
restrictions,  and to  Landlord's  approval,  which  shall  not be  unreasonably
withheld.  Sign to be in keeping with TRTP  standards  and policies and shall be
designed to maintain the professional look of the Park.

50.      Exhibits and Attachments.

         All exhibits and  attachments,  riders and addenda  referred to in this
Lease and the exhibits  listed below and attached hereto are  incorporated  into
this Lease and made a part hereof for all  intents and  purposes as if fully set
out herein. All capitalized terms used in such documents shall, unless otherwise
defined therein, have the same meanings as are set forth herein.

             Exhibit A               -Site Plan of the Park
             Exhibit A-1             -Land Owned and Controlled by Landlord
             Exhibit B               -Plans of Premises located in the Building
             Exhibit C               -Rules and Regulations
             Exhibit D               -Leasehold Improvements
             Exhibit D-1             -Space Plan
             Exhibit E               -Operating Expenses
             Exhibit F               -Bankruptcy
             Exhibit G               -Shared Park Facilities
             Exhibit H               -Restrictive Covenants
             Exhibit I               -Parking
             Exhibit J               -Right of First Offer
             Attachment A            -Furniture Inventory List

DATED as of the date first written.

                                     LANDLORD:

                                     Novell, Inc., a Delaware corporation


Date: 14, May, 1999                  By:

                                     Name:

                                     Title:

                                     TENANT:

                                     Galaxy Mall, Inc., a Wyoming corporation


Date 14 May, 1999                    By:

                                     Name:

                                     Title:

<page>


                                    exhibit A

                                 OREM SITE PLAN



<PAGE>



                                   exhibit a-1

                                      LAND
                           (Novell Owned & Controlled)



<PAGE>



                                    exhibit B

                              BOMA SPACE ALLOCATION
                                (Orem Building F)



<PAGE>


                                    exhibit C

                              RULES AND REGULATIONS

         The following rules and regulations shall apply,  where applicable,  to
the Property and the Park and to each portion thereof:

         1. Smoking will not be permitted  within the Building or any other Park
Building. No tenant or tenant's agent, employee, invitee or contractor may smoke
anywhere on the Land other than areas  outside the Building  which are expressly
designated as smoking areas.

         2. Sidewalks,  doorways, vestibules, halls, stairways and other similar
areas shall not be  obstructed  by tenants or used by any tenant for any purpose
other than ingress and egress to and from that  tenant's  premises and for going
from one to another part of the Park.

         3.  Plumbing,  fixtures  and  appliances  shall  be used  only  for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material  shall be  thrown  or  placed  therein.  Damage  resulting  to any such
fixtures  or  appliances  from  misuse  by a  tenant  or such  tenant's  agents,
employees or invitees shall be paid by such tenant and Landlord shall not in any
case be responsible therefore.

         4. No signs, advertisement or notices shall be painted or affixed on or
to any windows or doors or other  exterior  part of the  Building (or be visible
from any public or common  area)  unless they are of such color,  size and style
and in such places as shall be first  approved in wiring by Landlord.  Landlord,
at each tenant's sole cost and expense,  shall install all letters or numbers by
or on doors in such  tenant's  premises  which  letters or  numbers  shall be in
Building  standard  graphics.  No  nails,  hooks or  screws  shall be  driven or
inserted in any part of the Building outside the premises except by any Building
maintenance  personnel nor shall any part of any Building be defaced by tenants.
No curtains or other window treatments shall be placed between the glass and the
Building standard window treatments.

         5. Two keys to the locks on the corridor  doors  entering each tenant's
premises shall be furnished by Landlord free of charge, with any additional keys
to be furnished by landlord to each tenant,  at such  tenant's  cost.  Landlords
shall provide all locks for other doors in each tenant's  premises,  at the cost
of such tenant,  and no tenant shall place any  additional  lock or locks on any
door in or to its premises without  Landlord's  prior written consent.  All such
keys shall remain the  property of Landlord.  Each tenant shall give to Landlord
the  explanation of the  combination  of all locks for safes,  safe cabinets and
vault doors, if any, in such tenant's premises.

         6. With respect to work being performed by tenants in any premises with
the approval of Landlord,  all tenants will refer all contractors,  contractors'
representatives  and installation  technicians  rendering any service to them to
Landlord for Landlord's supervision, approval and control before the performance
of any contractual services. This provision shall apply to all work performed in
the  Building  including,  but not  limited  to,  installations  of  telephones,
telegraph equipment,  electrical devices and attachments,  doors, entrances, and
any and all  installations of every nature affecting  floors,  walls,  woodwork,
trim  windows,  ceilings,  equipment  and  any  other  physical  portion  of the
Building.

         7. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky  material  or  merchandise  which
requires  use of  elevators  or  stairways,  or movement  through  the  Building
entrances  or  lobby  shall  be  restricted  to such  hours  as  Landlord  shall
designate.  All such movements shall be under the supervision of Landlord and in
the manner  agreed  between the tenants and landlord by  pre-arrangement  before
performance.  Such pre-arrangement initiated by a tenant will include Landlord's
determination,  and be subject to  Landlord's  decision and  control,  as to the
time,  method, and routing of movement and as to limitations for safety or other
concern  which may prohibit any article,  equipment or any other item from being
brought in to the  Building.  Tenants  shall assume all risk as to the damage to
articles  moved and injury to persons or public  engaged or not  engaged in such
movement, including equipment,  property and personnel of Landlord if damaged or
injured as a result of acts in  connection  with carrying out this service for a
tenant from time of entering the Property to  completion  of work;  and Landlord
shall not be liable for acts of any person  engaged in, or damage or loss to any
of said property or persons  resulting  from,  any act in  connection  with such
service performed for a tenant.

         8.  Landlord may  prescribe  the weight and position of safes and other
heavy equipment or items, which shall in all cases, to distribute weight,  stand
on supporting devices approved by Landlord.  All damages done to the Building by
the  installation or removal of any property of a tenant,  or done by a tenant's
property while in the Building, shall be repaired at the expense of such tenant.
Each  tenant  shall  bear all  costs  incurred  by  Landlord  or such  tenant in
determining the feasibility or actual  installation of any such heavy equipment.
A tenant shall notify the Building  manager when safes or other heavy  equipment
are to be taken in or out of the  Building,  and the moving  shall be done under
the supervision of the Building manager, after written permission from Landlord.
Persons employed to move such property must be acceptable to Landlord.

         9. Corridor doors, when not in use, shall be kept closed.

         10. Each tenant shall  cooperate with  Landlord's  employees in keeping
its premises neat and clean.

         11.  Landlord  shall be in no way  responsible  to the  tenants,  their
agents,  employees  or invitees  for any loss of property  from the  premises or
public  areas  or for  any  damages  to any  property  thereon  from  any  cause
whatsoever.

         12. To ensure  orderly  operation of the Building,  no ice,  mineral or
other water, towels, newspapers,  etc. shall be delivered to any premises except
by persons appointed or approved by Landlord in writing.

         13. Should a tenant  require  telegraphic,  telephonic,  annunciator or
other communication service,  Landlord will direct the electrician where and how
wires are to be  introduced  and placed and none shall be  introduced  or placed
except as Landlord  shall  direct.  Except as provided in each  tenant's  lease,
electric current shall not be used for heating or nonstandard power requirements
without Landlord's prior written permission.

         14.  Tenant  shall not make or permit any  improper,  objectionable  or
unpleasant  noises or odors in the  Building or  otherwise  interfere in any way
with other tenants or persons having business with them.

         15.  Nothing  shall be  swept or  thrown  into  the  corridors,  halls,
elevator shafts or stairways.  No birds or animals shall be brought into or kept
in, on or about any tenant's premises, except as may be allowed by law.

         16. No  machinery  of any kind shall be  operated  by any tenant in its
premises without the prior written consent of Landlord,  no shall any tenant use
or keep in the Building any inflammable or explosive fluid or substance.

         17. No portion of any  tenant's  premises  shall at any time be used or
occupied as sleeping or lodging quarters.

         18. Each tenant and its agents,  employees and invitees shall park only
in those  areas  designated  by  Landlord  for parking and shall not park on nay
public or private streets  contiguous to,  surrounding or in the vicinity of the
Building without Landlord's prior written consent.

         19. Landlord will not be responsible for lost or stolen property, money
or jewelry from any tenant's  premises or public or common areas  regardless  of
whether such loss occurs when the area is locked against entry or not.


<PAGE>

                                    exhibit D

                             LEASEHOLD IMPROVEMENTS

         This Exhibit D sets forth the terms and conditions governing the design
and construction of the tenant  improvements  ("Tenant Work") to be installed in
the Premises.

         1. Tenant's Representative.  Tenant has appointed (to be designated) as
its authorized representative ("Tenant Representative"),  who has full power and
authority  to bind Tenant for all actions  taken with regard to the Tenant Work.
In the event that the  individual  named  above as  Tenant's  Representative  is
unavailable  for a period in excess of three (3)  business  days,  Tenant  shall
designate an  alternative  Tenant  Representative  who shall have full power and
authority  to  bind  Tenant,  and  shall  notify  Landlord  of the  name  of the
alternative Tenant  Representative and of the duration of the period such person
shall act as  Tenant's  Representative  and of the  duration  of the period such
person shall act as Tenant's Representative.  Tenant hereby ratifies all actions
and decisions  with regard to the Tenant Work that Tenant's  Representative  may
have taken or made prior to the execution of this Lease.  Landlord  shall not be
obligated to respond to or act upon any plan, drawing,  change order or approval
or other  matter  relating  to the  Tenant  Work until it has been  approved  by
Tenant's  Representative.  Landlord hereby  designates (to be designated) as the
person(s) authorized to receive notices from Tenant. Neither Tenant nor Tenant's
Representative  shall be  authorized  to receive  notices from  Tenant.  Neither
Tenant nor Tenant's  Representative  shall be  authorized  to direct  Landlord's
general  contractor  with  respect to the Tenant  Work.  If  Landlord's  general
contractor  performs  any such work under the  direction  of Tenant or  Tenant's
Representative, then Landlord shall have no liability for the cost of such work,
the cost of corrective  work  required as a result of such work,  any delay that
may result from such work, or any other problem in connection with such work.

         2. Leasehold  Improvements.  Landlord has constructed the base building
improvements in the Premises,  including  without  limitation  Building standard
light fixtures, Building standard HVAC, ceiling grids and ceiling ties.

         3. Allowances.

               (a) Allowance  for Tenant Work.  Tenant shall receive as a credit
         against  the cost of the  Tenant  Work an amount up to $7,631  less ten
         percent  (10%) of actual  construction  costs  thereof  which  shall be
         retained by Landlord for construction management,  to be applied toward
         the  cost  of  the  construction  of  the  Tenant  Work   ("Improvement
         Allowance").  Landlord shall pay the cost of construction of the Tenant
         Work  directly to  Landlord's  general  contractor  and charge the cost
         thereof against the Improvement Allowance.

               (b)  Allowance  for Design  Services.  Tenant shall  receive as a
         credit  against  the cost of the  preparation  or review by  Landlord's
         architect of the Space Plan and Drawings  and  Specifications  (both as
         defined below) (collectively,  the "Tenant Plans") for the Tenant Work,
         an  allowance of $0 per usable  square foot of the Premises  (the "Plan
         Allowance"). The Plan Allowance shall be in addition to the Improvement
         Allowance.  All costs and expenses of preparing  the Tenant Plans shall
         be credited first against the Plan Allowance.  If said cost exceeds the
         Plan  Allowance,  such  excess  shall be payable  directly by Tenant to
         Landlord within ten (10) days after Landlord's delivery to Tenant of an
         invoice therefore.

         4. Design.

         (a) Tenant Plans.


               (i) Space Plan:  The term "Space  Plan" shall mean the plan to be
         agreed upon by Landlord and Tenant and attached  hereto and made a part
         hereof as Exhibit D-1 to the Lease.

               (ii)  Drawings  and   Specifications:   The  term  "Drawings  and
         Specifications"  shall  mean the  construction  working  drawings,  the
         mechanical,  electrical  and other  technical  specifications,  and the
         finishing details, including wall finishes and colors and technical and
         mechanical  equipment  installation,  if any,  all of which  detail the
         installation  of the Tenant Work. A list of the page titles,  reference
         numbers and dates which  constitute  the fully  approved  Drawings  and
         Specifications shall be initialed by each party and attached hereto and
         made a part hereof as Exhibit D-2 to the Lease.

         (b) Time Periods for Design of Tenant Plans. The following maximum time
periods shall be allowed for the following matters:

<TABLE>

                                Action                                Time Limits (Based on Business Days)
                                ------                                ------------------------------------
<s>                                                         <c>
   (i)    Tenant furnishes all necessary  information to
          Landlord's  space  planner to enable the space
          planner  to prepare  the Space  Plan  (locates
          partitions      and      doors,      indicates
          mechanical/electrical/plumbing    requirements
          (including HVAC, lighting, acoustical or extra
          floorload requirements)

  (i)     10 business days after the Lease Date              (ii)    10 business days after receipt of information
          (ii) Landlord delivers to Tenant draft of Space            specified in (i)
          Plan

 (iii)    Tenant approves Space Plan or delivers to          (iii)   5 business days after delivery of Space Plan
          Landlord any requested minor changes to Space
          Plan

 (iv)     If necessary, Landlord delivers revised Space      (iv)    5 business days after receipt of requested
          Plan to Tenant                                             revisions

  (v)     Tenant approves revised Space Plan to Tenant        (v)    3 business days after deliver to Tenant

 (vi)     Tenant furnishes information to Landlords          (vi)    5 business days after Tenant approves the
          architect required to enable Landlord's                    Space Plan
          architect to prepare Drawings and
          Specifications (i.e  mechanical, electrical,
          telephones, finish selections, etc.)

 (vii)    Landlord delivers Drawings and Specifications      (vii)   10 business days after receipt of information
          to Tenant                                                  specified in (vi)

(viii)    Tenant approves or requests minor changes to      (viii)   3 business days after delivery of Drawings and
          Drawings and Specifications                                Specifications to Tenant

 (ix)     If necessary, Landlord delivers revised            (ix)    3 business days after receipt of requested
          Drawings and Specifications to Tenant                      revisions

  (x)     Tenant approves revised Drawings and                (x)    2 business days after delivery to Tenant
          Specifications

(xi)      Landlord  provides  Tenant  with  (1) the Cost     (xi) 6  business  days  after  agreement  upon
           estimate (as defined  below) and (2)                   Drawings and Specifications
          timing for   installation of
          Tenant Work

</TABLE>

         (c)  Approvals by Landlord.  Each party shall  evidence its approval of
each component of the Tenant Plans by executing same. All Tenant Plans,  and any
changes,  additions or  modifications  that Tenant desires to make to the Tenant
Plans, shall be subject to Landlord's prior written approval.

         5. Pricing and Construction.

         (a) Cost  Estimate.  The "Cost  Estimate"  shall  include  all  amounts
charged by  Landlord's  contractor  for  performing  all work and  providing all
materials in connection with the Tenant Work (including Landlord's  contractor's
general conditions, overhead and profit).

         (b)  Payments  by  Tenant  for  Costs  in  Excess  of  the  Improvement
Allowance.  In the event the cost of the Tenant  Work  exceeds  the  Improvement
Allowance, all such excess costs shall be payable by Tenant as follows:

               (i) Fifty  percent  (50%) shall be due and payable upon  Tenant's
         receipt of the Cost Estimate pursuant to Paragraph 4(b).

               (ii) Fifty  percent (50%) shall be due and payable when such work
         is commenced.

         (c) Construction. After approval of the Drawings and Specifications and
determination  of the Cost Estimate,  Landlord shall administer the construction
of the Tenant Work in accordance with the approved  Drawings and  Specifications
and approved  change orders.  All Tenant Work shall be constructed by Landlord's
general contractor.

         6.  Change  Orders.  If Tenant  requests  any change or addition to the
Tenant  Work  after  Tenant's  and  landlord's  approval  of  the  Drawings  and
Specifications and determination of the Cost Estimate, Landlord shall respond to
Tenant's  request for consent as soon as  possible.  If Landlord  approves  such
request, Landlord shall as soon as practicable after such approval notify Tenant
of any  increase in the cost of the Tenant Work due to such change order and the
delay in  Substantial  Completion  of the  Premises,  if any,  due to the change
order.  To the extent  the cost of the  change  order  exceeds  the  Improvement
Allowance,  all excess cost  attributable  to the change  order shall be payable
along with the ten percent (10%)  overhead and  administration  fee described in
Paragraph 3(a) above to Landlord by Tenant upon approval by Tenant of the change
order cost and/or delay, if any.

         7. Substantial Completion.

               (a)   General.   Landlord   shall  use   reasonable   efforts  to
         Substantially  Complete (as defined below) the Tenant Work on or before
         the Estimated Commencement Date, but neither the validity of this lease
         nor the  obligations  of Tenant under this Lease shall be affected by a
         failure to Substantially Complete the Premises by such date, and Tenant
         shall have no claim against Landlord  because of Landlord's  failure to
         Substantially Complete the Premises on the Estimated Commencement Date.

               (b)  Substantial  Completion.  "Substantial  Completion"  of  the
         Premises shall be deemed  conclusively  to have occurred as soon as the
         Tenant  Work has  been  constructed  in  accordance  with the  approved
         Drawings  and  Specifications  and  approved  change  orders,  and  the
         Premises  are ready to be  utilized  for their  intended  purpose.  The
         Premises  shall be  considered  Substantially  Complete and ready to be
         utilized  for their  intended  purpose  even though  there remain to be
         completed in the Premises minor details of construction,  decoration or
         mechanical  adjustment,  the  lack of  completion  of  which  will  not
         materially  interfere  with Tenant's  permitted use of the Premises and
         which may be completed without undue noise or dust or without otherwise
         unreasonably  disrupting  Tenant's operations from the Premises ("punch
         list  items").  In  the  event  of a  Tenant  Delay,  for  purposes  of
         establishing the  Commencement  Date,  Substantial  Completion shall be
         deemed to occur on the date it would have  occurred  but for the Tenant
         Delay, as determined by Landlord's architect.

               (c) Tenant  Delays.  The  following  items  shall be  referred to
         individually as a "Tenant Delay":  (i) Tenant's  failure to comply with
         any of the deadlines specified in this Exhibit D; (ii) Tenant's request
         for changes or additions to the Tenant Work  subsequent  to the date of
         Landlord's approval of the Drawings and Specifications;  (iii) Tenant's
         failure to pay when due any amounts  required  pursuant to this Exhibit
         D; (iv) the  performance  of any work by any person or firm employed or
         retained by Tenant which performance results in an increase in the time
         to complete  the Tenant  Work;  (v)  Tenant's  request  for  materials,
         finishes or installations which are not available as needed to meet the
         general contractor's schedule for Substantial Completion; (vi) Tenant's
         or  Tenant's  agent,  including  Tenant's  contractors,   vendors,  and
         Representative's  interference with the general contractor's  schedule;
         or (vii) any other delay which directly results from Tenant's actions.

               (d) Punch List.  Prior to delivery of  possession of the Premises
         to Tenant, Landlord shall prepare a preliminary punch list for Landlord
         and Tenant's  review and Landlord and Tenant shall examine the Premises
         and shall agree on a final punch list which shall  specify the items of
         work that  require  correction,  repair or  replacement.  Tenant  shall
         approve such punch list in writing within five (5) business days of the
         walk-through.

         8. Tenant Actions.  If Tenant,  with Landlord's  prior written consent,
employs or acts as its own  architect to provide any portion of Tenant's  Plans,
Tenant  shall  assume  all  liability  and  responsibility  for that  portion of
Tenant's Plans provide by Tenant or Tenant's  architect for compliance  with all
applicable  codes and  ordinances.  If Tenant,  with  Landlord's  prior  written
consent,  employs  or  acts as its  own  contractor,  Tenant  shall  assume  all
liability  and   responsibility  for  the  improvements  to  be  constructed  in
accordance  with Tenant's  Plans and all  applicable  codes and  ordinances  and
notwithstanding  anything in this Lease to the contrary,  the Commencement  Date
shall  not be later  than the  Estimated  Commencement  Date  unless  agreed  to
otherwise by Landlord in writing.  Tenant's liability shall include,  but not be
limited to paying  all  architectural,  engineering  and  construction  costs to
correct  Tenant's Plans and the Tenant Work to comply with all applicable  codes
and ordinance.  Notwithstanding  Landlord's written consent for Tenant to assume
responsibility  in the  design or  construction  of the  improvements,  Landlord
reserves the right to complete such design or construction  without interference
from Tenant, Tenant's architect or contractor, if such work is not being pursued
diligently.

         9.  Possession by Tenant.  By occupying  the Premises,  Tenant shall be
deemed to have accepted same as suitable for the purpose herein  intended and to
have knowledge that same comply fully with Landlord's obligations,  except as to
items  contained  in the punch list  prepared  as provided  in  Paragraph  7(d).
Landlord  agrees to correct and  complete  any such items  outlined in the punch
list as soon as practicable.  Within fifteen (15) days after Tenant's receipt of
a request from  landlord,  Tenant shall  execute a  certificate  confirming  the
Commencement  Date and  certifying  that  Tenant has  accepted  delivery  of the
Premises  and  that the  condition  of the  Premises  complies  with  Landlord's
obligations hereunder.



<PAGE>


                                   exhibit D-1

                            PROPOSED FURNITURE LAYOUT
                                   GALAXY MALL



<PAGE>


                                    exhibit E

                               OPERATING EXPENSES

         In addition  to the Basic  Rental  payable by Tenant  under this Lease,
Tenant shall pay additional rent determined as follows:

     1. The Operating  Expenses (as  hereinafter  defined)  attributable  to the
Premises  shall be computed by multiplying  the  "Operating  Expenses Per Square
Foot of RA" (as defined in Paragraph (7) below) by the RA of the  Premises.  For
the purpose of this Exhibit E, the term "Operating  Expenses" shall mean the sum
of (i)  any and  all  costs,  expenses  and  disbursements  of  every  kind  and
character,  which  Landlord  shall  incur,  pay or  become  obligated  to pay in
connection  with  the  ownership  of  any  estate  or  interest  in,  operation,
maintenance, repair, replacement and security of the Applicable Leased Buildings
(as hereafter defined), or any portion thereof and (ii) the Applicable Share (as
hereunder  defined) of all costs,  expenses and  disbursements of every kind and
character  which  Landlord  shall  incur,  pay  or  become  obligated  to pay in
connection with the ownership, operation,  maintenance,  repair, replacement and
security  of  the  Shared  Park  Facilities  in  each  instance,  determined  in
accordance with generally accepted accounting  principles  consistently applied,
including but not limited to the following:

         (a) Wages,  salaries  and other  benefits of all  employees of Landlord
and/or any managing agent who are engaged in the operation, repair, replacement,
maintenance and security of the Applicable  Leased  Buildings  and/or the Shared
Park  Facilities  and any  property  manager  for the  Park  (including  without
limitation,  payroll, unemployment,  social security and other taxes, insurance,
vacation,  holiday and sick pay and other fringe  benefits,  but  excluding  any
profit sharing benefits) management fees of any managing agent of the Applicable
Leased  Buildings  and/or the Shared Park Facilities and legal fees and expenses
incurred in connection  with the Applicable  Leased  Building  and/or the Shared
Park Facilities.

         (b) All  supplies,  equipment  and  materials  used  in the  operation,
maintenance,  repair,  replacement  and  security  of all or any  portion of the
Applicable  Leased  Buildings  and/or the Shared Park  Facilities.  A charge for
depreciation of equipment so used may be included in Operating Expenses.

         (c) Annual  cost of all  capital  improvements  made to the  Applicable
Leased  Buildings  and/or the Shared Park Facilities  which although  capital in
nature can  reasonably be expected to reduce the normal  operating  costs of the
Applicable  Leased Buildings  and/or the Shared Park Facilities,  as well as all
capital  improvements  made  in  order  to  comply  with  any  statutes,  rules,
regulations  or  directives  of any  governmental  authority  relating to energy
conservation,  public safety or security or access for disabled individuals,  as
amortized  (with  interest  on the  unamortized  balance at the market rate then
generally  available  for  such  improvements)  over  the  useful  life  of such
improvements by Landlord for federal income tax purposes.

         (d)  Cost  of  all  utilities,   other  than  the  cost  of  excess  or
individually  metered  utilities  supplied to tenants of the  Applicable  Leased
Buildings which is actually reimbursed to Landlord by such tenants.

         (e)  Cost  of all  maintenance  and  service  agreements  on  equipment
relating  to or in the  Applicable  Leased  Buildings  and/or  the  Shared  Park
Facilities,  including without limitation alarm service, HVAC service,  security
service, and elevator maintenance, and window cleaning for the Applicable Leased
Buildings and/or Shared Park Facilities.

         (f)  Cost  of  casualty,   rental  abatement  and  liability  insurance
applicable to the Applicable  Leased  Building and/or the Shared Park Facilities
and  Landlord's  personal  property,  equipment  and fixtures used in connection
therewith,  together with any other insurance  deemed  necessary or desirable by
Landlord  or  any  holder  of a lien  secured  by the  Property,  including  any
deductible under any policy of insurance.

         (g)  Cost of  repairs,  replacements  and  general  maintenance  of the
Applicable  Leased  Building  and/or the Shared Park  Facilities  or any portion
thereof.

         (h)  Cost of  service  or  maintenance  contracts  for  the  operation,
maintenance,  repair,  replacement or security of the Applicable Leased Building
and/or the Shared Park  Facilities  or any portion  thereof,  including  without
limitation janitorial and cleaning contracts.

         (i) Any costs incurred by reason of easements or restrictions affecting
all or any  portion of the  Applicable  Leased  Building  and/or the Shared Park
Facilities (including without limitation any fees, charges or assessments of any
property  owners   association)   and  any  costs  incurred  in  the  operation,
maintenance,  repair, replacement and security of the common and public areas on
or serving the Property, or any portion thereof,  including, but not limited to,
the parking garages or parking facilities serving the Applicable Leased Building
and/or the Shared Park Facilities.

         "Operating  Expenses" shall not including capital  improvements made to
the Applicable Leased Building and/or the Shared Park Facilities, other than (A)
capital improvements described in subparagraph (1)(c) above and (B) items which,
though capital for accounting purposes,  are properly considered maintenance and
repair items (such as painting of common areas,  replacement of carpet,  and the
like),  or payments  made by Tenant or other  tenants of the  Applicable  Leased
Building,  either to third parties or to Landlord,  under  agreements for direct
reimbursement for services.

         "Operating Expenses" shall also not include the following expenses: (i)
Taxes,  (ii) costs with respect to services for which  Landlord is reimbursed by
tenants of the Applicable  Leased Buildings (other than pursuant to an operating
expense  escalation  provision)  provided  such  service  is not of a type being
supplied by Landlord to Tenant under this Lease.

     2. For purposes of determining,  "Excess Taxes" (as such term is defined in
the Basic  Lease  Information),  "Taxes Per Square Foot of RA" shall mean Taxes,
(hereinafter defined) attributable to the Applicable Leased Buildings divided by
the  aggregate  rentable  square feet of office space in the  Applicable  Leased
Buildings. As used herein, the term "Taxes" shall mean all taxes and assessments
and government charges whether federal, state, county or municipal,  and whether
they be by taxing  districts  or  authorities  presently  taxing  or by  others,
subsequently   created  or  otherwise,   and  any  other  taxes  or  assessments
attributable to the Applicable  Leased Buildings and its operations,  excluding,
however,  federal and state taxes on income (except as specifically permitted by
this  subparagraph  (2),  together with all costs and expenses of contesting the
validity  or amount of such  taxes and  assessments.  If at any time  during the
Lease Term,  the present  method of taxation shall be changed so that in lieu of
or in  addition  to the whole or any part of the Taxes,  there  shall be levied,
assessed  or imposed on  Landlord a capital  levy or other tax  directly  on the
rents  received  therefrom  and/or a franchise tax,  assessment,  levy or charge
measured  by or based,  in whole or in part,  upon such rents of the  Applicable
Leased Buildings,  then all such taxes,  assessments,  levies or charges, or the
part  thereof so  measured or based,  shall be deemed to be included  within the
term "Taxes" for purposes of this Exhibit E.  Notwithstanding the foregoing,  if
during any calendar year the  Applicable  Leased  Buildings  are not  separately
taxed from other portions of the Park, then the term Taxes per Square Foot of RA
shall be deemed equal to the Taxes for the entire Park  multiplied by Applicable
Share and divided by the aggregate rentable square feet in the Applicable Leased
Buildings.

     3. During the Lease Term,  Tenant  shall pay as a component of the Adjusted
Rental,  the Excess Operating  Expenses and the Excess Taxes (both as defined in
the Basic Lease  Information).  With  respect to each  calendar  year during the
Lease Term commencing with calendar year 1999, Landlord shall have the option of
making a good faith  estimate of the Excess  Operating  Expenses  and the Excess
Taxes for the  calendar  year in question or the upcoming  calendar  year as the
case may be, and upon thirty (30) days written notice to Tenant may require that
Tenant pay said estimated Excess  Operating  Expenses and estimated Excess Taxes
in equal  monthly  installments  in the  manner  and at the  times  set forth in
Paragraph  3 of the Lease for  payment of the  Adjusted  Rental.  Alternatively,
Landlord  may require  payment of the Excess  Operating  Expenses and the Excess
Taxes in a lump sum at the  time  when the  Operating  Expenses  and  Taxes  are
available  for each  calendar  year.  For  purposes  of  calculating  the Excess
Operating  Expenses and the Excess Taxes payable with respect to any  fractional
calendar year during the Lease Term,  Landlord may either (i) estimate Operating
Expenses and Taxes for the portion of the Lease Term during such  partial  year,
or (ii) estimate  Operating  Expenses and Taxes for the entire calendar year and
reduce the same to an amount  bearing the same  proportion to the full amount of
estimated  Operating Expenses and estimated Taxes for such year as the number of
days in such fractional  calendar year bears to the total number of days in such
full calendar year. All payments of Excess  Operating  Expenses and Excess Taxes
based upon an  estimate  of  Landlord  shall be subject  to  adjustment  as more
particularly described in Paragraph 3 of this Exhibit E.

     4. On or before May 1 of each  calendar  year  during the Lease Term (or of
the calendar year immediately  succeeding the termination of this Lease),  or as
soon  thereafter as practical,  Landlord  shall furnish to Tenant a statement of
the Operating Expenses,  the Operating Expenses Per Square Foot of RA and the RA
of the Premises for the previous  calendar  year. If Tenant's  total payments of
Excess Operating  Expenses for any calendar year (or portion thereof) during the
Lease Term  (based on  Landlord's  estimate  of the Excess  Operating  Expenses)
exceed the Excess Operating  Expenses  actually due during such year (or portion
thereof),  then  Landlord,  at  Landlord's  sole option,  either shall credit to
Tenant's  account or shall refund to Tenant any  overpayment.  Likewise,  Tenant
shall pay to Landlord within ten (10) days after written  demand,  the amount by
which the Excess  Operating  Expenses for any calendar year (or portion thereof)
during the Lease Term, exceed the Excess Operating Expenses payments received by
Landlord from Tenant for such calendar Year (or portion thereof).

     5. If the Applicable  Leased  Buildings taken as a whole shall be less than
ninety-five percent (95%) occupied during any calendar year,  Operating Expenses
for such  calendar year shall be increased to equal  Operating  Expenses for the
Applicable  Leased  Buildings as if they were 95% occupied  during such calendar
year.

     6. Tenant's  obligation to pay  additional  rent pursuant to this Exhibit E
shall survive any  termination  or expiration of this Lease,  and shall continue
and  shall  cover  all  periods+  up to the  termination  date of this  Lease as
calculated pursuant to the Basic Lease Information.  If Landlord terminates this
Lease without  specifically  waiving in writing Landlord's right to seek damages
against Tenant, Tenant's obligations to pay any and all additional rent pursuant
to this Lease shall not terminate as a result thereof.

     7. Definitions. As used herein:

(a)      The term  "Applicable  Leased  Buildings"  shall mean  Buildings ___ as
         shown on the site  plan for the Park  provided  that (i) if any of said
         Buildings  shall not be occupied by at least one tenant of Landlord for
         at least 180 days during any calendar  year,  then such Building  shall
         not be deemed an Applicable  Leased Building for such calendar year and
         (ii) if any Park Building  other than the Buildings  listed above shall
         be occupied  by at least one tenant of  Landlord  for at least 180 days
         during  any  calendar  year  then  such  Building  shall be  deemed  an
         Applicable Leased Building for such calendar year;

(b)      The term "Applicable Share" shall mean ___%, provided that if the RA of
         any Applicable  Leased  Building or any Park Building shall increase or
         decrease such percentage shall be appropriately  modified, it being the
         intent of the parties that Applicable Share shall mean the aggregate RA
         of the  Applicable  Leased  Buildings  divided  by  the RA of all  Park
         Buildings; and

(c)      The  term  "Operating  Expenses  Per  Square  Foot  of RA"  shall  mean
         Operating  Expenses during the calendar year in question divided by the
         aggregate RA of the Applicable Leased Buildings.



<PAGE>

                                    Exhibit F

                                   Bankruptcy

         1. If a  petition  is filed  by,  or an order  for  relief  is  entered
against,  Tenant  under  Chapter 7 of the  United  States  Bankruptcy  Code (the
"Code") and the trustee of Tenant elects to assume this Lease for the purpose of
assigning it, the election or  assignment,  or both,  may be made only if all of
the terms and  conditions of  subparagraph  a(i) are  satisfied.  If the trustee
fails to elect to assume this Lease for the purpose of assigning it within sixty
(60)  days  after  his  appointment,  this  Lease  will be  deemed  to have been
rejected.  Landlord  shall then  immediately  be entitled to  possession  of the
Premises  without  further  obligation to Tenant or the trustee,  and this Lease
will be  cancelled.  Landlord's  right  to be  compensated  for  damages  in the
bankruptcy proceeding, however, shall survive.

         (a) If Tenant files a petition for reorganization  under Chapters 11 or
13 of the Code or a  proceeding  that is filed by or  against  Tenant  under any
other  chapter of the Code is  converted  to a Chapter 11 or 13  proceeding  and
Tenant's trustee or Tenant as a debtor-in-possession  fails to assume this Lease
within  sixty  (60) days  from the date of the  filing  of the  petition  or the
conversion,  the  trustee  or the  debtor-in-possession  will be  deemed to have
rejected this Lease.  To be effective,  an election to assume this Lease must be
in writing and addressed to Landlord and, in Landlord's  business judgment,  all
of the  following  conditions,  which  Landlord  and  Tenant  acknowledge  to be
commercially reasonable, must have been satisfied.

         (i) The trustee or the  debtor-in-possession  has cured or has provided
to Landlord adequate assurance, as defined in this subparagraph a, that:

         (1) The trustee will cure all monetary defaults under this Lease within
ten (10) days from the date of the assumption; and

         The Trustee will cure all non-monetary defaults under this Lease within
thirty (30) days from the date of the assumption.

         (2) The trustee or the  debtor-in-possession  has compensated Landlord,
or has provided to Landlord adequate assurance,  as defined in this subparagraph
a, that within ten (10) days from the date of the  assumption  Landlord  will be
compensated for any pecuniary loss Landlord incurred arising from the default of
Tenant,  the  trustee,  or the  debtor-in-possession  as recited  in  Landlord's
written   statement   of   pecuniary   loss   sent   to  the   trustee   or  the
debtor-in-possession.

         (3) The trustee or the  debtor-in-possession has provided Landlord with
adequate  assurance of the future  performance  of each of Tenant's  obligations
under this Lease; provided, however, that:

         The trustee or debtor-in-possession will also deposit with Landlord, as
security  for the timely  payment of rental,  an amount  equal to three  months'
Adjusted Rental and other monetary charges accruing under this Lease.

         From and after the date of the assumption of this Lease, the trustee or
debtor-in-possession  will  pay  when  due  each  Adjusted  Rental  payment  due
hereunder.

         The  obligations  imposed upon the trustee or the  debtor-in-possession
will continue for Tenant after the completion of bankruptcy proceedings.

         (4) Landlord has determined  that the assumption of this Lease will not
breach any provision in any other lease, mortgage, financing agreement, or other
agreement by which Landlord is bound relating to the Premises.

         (5) For purposes of this  subparagraph  a, "adequate  assurance"  means
that:

         Landlord will  determine  that the trustee or the  debtor-in-possession
has, and will continue to have, sufficient unencumbered assets after the payment
of all secured  obligations and administrative  expenses to assure Landlord that
the trustee or the  debtor-in-possession  will have sufficient  funds to fulfill
Tenant's obligations under this Lease; and

         (6) An order will have been entered segregating sufficient cash payable
to Landlord and/or a valid and perfected  first lien and security  interest will
have been granted in property of Tenant, trustee, or  debtor-in-possession  that
is  acceptable  for  value and kind to  Landlord,  to  secure  to  Landlord  the
obligation  of the  trustee  or  debtor-in-possession  to cure the  monetary  or
nonmonetary defaults under this Lease within the time periods set forth above.

         (b) In the event that this Lease is assumed by a trustee  appointed for
Tenant or by Tenant as debtor-in-possession under the provisions of subparagraph
a and, thereafter, Tenant is either adjudicated a bankrupt or files a subsequent
petition  for  rearrangement  under  Chapter 11 of the Code,  then  Landlord may
terminate, at its option, this Lease and all Tenant's rights under it, by giving
written notice of Landlord's election to terminate.

         (c) If the trustee or the  debtor-in-possession has assumed this Lease,
under the  terms of  subparagraph  a, to  assign or to elect to assign  Tenant's
interest  under this Lease or the estate  created by that  interest to any other
person, that interest or estate may be assigned only if Landlord acknowledges in
writing that the intended assignee has provided adequate  assurance,  as defined
in this  subparagraph c, of future  performance of all of the terms,  covenants,
and conditions of this Lease to be performed by Tenant.

         For the purposes of this  subparagraph c, adequate  assurance of future
performance  means that  Landlord  has  ascertained  that each of the  following
conditions has been satisfied:

         (i) The assignee has submitted a current financial  statement,  audited
by a certified public accountant,  that shows a net worth and working capital in
amounts determined by Landlord to be sufficient to assure the future performance
by the assignee of Tenant's obligation under this Lease;

         (ii) If requested by Landlord, the assignee will obtain guarantees,  in
form and  substance  satisfactory  to  Landlord,  from one or more  persons  who
satisfy Landlord's standards of credit worthiness; and

         (iii)  Landlord  has  obtained  all  consents or waivers from any third
party  required  under any  lease,  mortgage,  financing  arrangement,  or other
agreement  by which  Landlord  is  bound,  to  enable  Landlord  to  permit  the
assignment.

         (d) When, pursuant to the Code, the trustee or the debtor-in-possession
is obligated to pay reasonable  use and occupancy  charges for the use of all or
part of the Premises, the charges will not be less than the Adjusted Rental then
required to be paid by Tenant hereunder.

         (e)  Neither  Tenant's  interest in this Lease nor any estate of Tenant
created in this Lease will pass to any  trustee,  receiver,  or assignee for the
benefit of creditors,  or any other person or entity,  or otherwise by operation
of law under the laws of any state having jurisdiction of the person or property
of Tenant,  unless  Landlord  consents in writing to this  transfer.  Landlord's
acceptance of rental or any other payments from any trustee, receiver, assignee,
person,  or  other  entity  will not be  deemed  to  have,  the  need to  obtain
Landlord's  consent or Landlord's right to terminate this Lease for any transfer
of Tenant's interest under this Lease without that consent.



<PAGE>


                                    exhibit G

                                 orem site plan





<PAGE>


City of Orem                         EXHIBIT H                     Appendix E

                     TIMPANOGOS RESEARCH AND TECHNOLOGY PARK
                            DECLARATION OF COVENANTS,
                           CONDITIONS AND RESTRICTIONS


                     TIMPANOGOS RESEARCH AND TECHNOLOGY PARK

              DECLARATION OF COVENANTS; CONDITIONS AND RESTRICTIONS

         This  Declaration  is made this 10th day of April,  1984 by the City of
Orem, Utah, a Utah municipal corporation hereinafter referred to as "Declarant."

                                   Witnesseth:

         WHEREAS;  Declarant  is the owner of  certain  property  in the City of
Orem,  County  of Utah,  State of Utah,  known as the  Timpanogos  Research  and
Technology  Park, which is more  particularly  described in "Exhibit A" attached
hereto and by this reference incorporated herein, hereinafter referred to as the
"Entire Property"; and

         WHEREAS,  Declarant desires to create on the Entire Property a research
and technology  park and desires to provide for the  preservation  of the values
and  amenities  in said  development.  To this end,  and for the  benefit of the
Entire Property and the Owners thereof,  Declarant desires to subject the Entire
Property  to  the  covenants,   conditions,   restrictions   charges  and  liens
hereinafter set forth; and

         WHEREAS, Declarant desires to develop the Entire Property in individual
units  (hereinafter  referred to as  "Lots"),  each of which shall be subject to
this Declaration.

         NOW,  THEREFORE,  Declarant  hereby  declares that the Entire  Property
described above shall be held, sold, conveyed,  transferred,  developed, leased,
subleased,  and occupied  subject to the  following  covenants,  conditions  and
restrictions which shall run with the Entire Property or any portion thereof and
which are for the purpose of protecting the value and desirability of the Entire
Property,  and every  portion  thereof,  and shall be binding  upon all  parties
having any right,  title,  or  interest  in the Entire  Property  or any portion
thereof, their heirs,  successors and assigns, and shall inure to the benefit of
each Owner thereof.

                                   ARTICLE 1
                                   Definitions

         Section 1.  "Owner"  shall mean the record  owner,  whether one or more
persons or  entities,  fee  simple  title to any Lot which is part of the Entire
Property (or in the event of a sale/leaseback transaction involving any Lot, the
lessee or lessees thereunder) but excluding those having such interest solely as
security for the  performance  of any  obligation  in which event the  equitable
owner of such fee simple title shall be deemed to be the Owner thereof.

         Section 2. "Lot" shall mean any parcel of land shown upon any  recorded
subdivision plat of the Entire Property, except dedicated public rights-of-way.

         Section 3.  "Committee"  shall mean the  Architectural  and Development
Control Committee as defined in Article III hereof.

         Section  4.  "Declarant"  shall  mean  the  City of  Orem,  Utah or its
Successors  and Assigns,  if such  successors  and assigns are the owners of any
portion of the Entire Property an/or are designated by the City of Orem, Utah to
perform the obligations of Declarant hereunder.

         Section 5.  "Building"  shall mean and include,  but not be limited to,
the main portion of a structure  built for permanent use and all  projections or
extensions  thereof,  including  but not  limited to  garages,  outside  storage
structures and areas, outside platforms, canopies, enclosed malls and porches.

         Section 6.  "Improvements"  shall mean and include,  but not be limited
to, buildings, driveways, exterior lighting, fences, landscaping, lawns, loading
areas, parking areas, retaining walls, roads, screening walls, signs, utilities,
walkways, and berms, which are located on a Lot.

         Section  7.  "Landscaping"  shall mean a space of ground  covered  with
lawn, living ground cover, shrubbery,  trees and similar vegetation which may be
complimented with earth berms,  masonry or similar  materials,  all harmoniously
combined with other improvements.

         Section  8.  "Occupant"  shall  mean  an  entity,   whether  it  be  an
individual,  corporation,  joint venture, partnership or association,  which has
purchased,  leased, rented or otherwise legally acquired the right to occupy and
use any building or Lot, whether or not such right is exercised.

         Section 9. "Park"  shall mean the Entire  Property as from time to time
developed and known as the "Timpanogos Research and Technology Park."

         Section  10.  "Land  Areas"  shall mean the entire  parcel  referred to
except dedicated public rights-of way.

         Section 11. "Set Back" shall mean the distance  from the property  line
of the Lot to the  Improvement  that is subject to the Set Back  requirement  is
provided for in this Declaration.

                                   ARTICLE 2
                                      USES

         Section 1. Entire Property:  Each Lot shall be developed  pursuant to a
conditional use permit issued by the City. No portion of the Entire Property may
be occupied by any use which is in violation of applicable ordinances, laws, and
regulations of any governmental  entity having  jurisdiction over the use of any
portion of the Entire Property.

         Section 2. Partial Prohibition: No portion of the Entire Property shall
be used for  activities  other than those  related to,  compatible  with,  or in
support of scientific,  technological  or innovative  research and  development,
both basic and applied,  and those uses which will allow the Timpanogos Research
and  Technology  Park to be  self-sufficient  and  self-contained.  Research and
production operations may be permitted wherein: (1) because of the nature of the
technology  involved in such  production  (such as the  production of integrated
circuits and solid state  products),  the research and production  facilities on
said land are mutually  dependent,  or (2) the  production  operations  are: (i)
developmental in nature,  and (ii) are  substantially  dependent on frequent and
close  collaboration  with  research  personnel  working  in  these  facilities.
However,  support  services  directly  related to and in support of the  ongoing
purposes and nature of the Park or for the establishment of a public park and/or
recreational facilities for the use and enjoyment of Park tenants and others may
be permitted.  All support  services shall be located within the main buildings.
The type and location of all uses shall be approved by the Orem City Council.

         Section 3. Performance  Standards:  No Lot or Improvement shall be used
for any activity which does not comply with federal,  state,  and local laws and
regulations  regarding  noise,  odor, air quality,  water  quality,  waste water
discharge, electrical interference, and hazardous materials.

         Section 4. Hours of Use: The Declarant  may  determine  hours of use of
each business as a requirement of the Conditional Use Permit.

                                   ARTICLE 3
                     Architectural and Development Controls

         Section 1. Architectural and Development  Control  Committee:  The Orem
City  Council  shall  appoint a five (5) member  Architectural  and  Development
Control Committee,  herein referred to as the "Committee," the function of which
shall be to insure that all  improvements on the Entire Property  harmonize with
existing  surroundings and structures and meet the restrictions and requirements
described in this  Declaration  or as contained  in any  Development  Guidelines
established by the Declarant.

         Section 2. Submission to Committee: No Improvement shall be constructed
and no  significant  alteration  of any  Improvement  situated on a Lot shall be
performed,  unless complete plans and  specifications  therefore have first been
submitted to and approved in writing by the Committee,  which approval shall not
be unreasonably refused.

         Section 3. Approval Procedure:  Any plans and specifications  submitted
to the Committee shall be approved or disapproved by it in writing within thirty
(30) days after submission.  In the event the Committee fails to take any action
within such period, it shall be deemed to have approved the material  submitted;
provided,  however,  that with respect to any such material which  constitutes a
variation or waiver of any of the requirements in this Declaration  stated, such
variation  or  waiver  shall be deemed to have  been  refused.  Approval  by the
Committee  shall be in addition to, and shall not supercede  compliance with all
City  requirements  involving,  but not limited to, the  conditional  use permit
controlling the development of the Lot.

         Section 4.  Standards:  In  deciding  whether to approve or  disapprove
plans and  specifications  submitted  to it,  the  Committee  shall use its best
judgment  to  insure  that  all  improvements,  construction,  landscaping,  and
alterations on Lots within the Entire Property conform to and harmonize with the
requirements and restrictions of this Declaration.

         Section 5. Development Guidelines:

               (a) The Declarant shall adopt such  Development  Guidelines as it
         deems  necessary  to  inform  owners  and  interested  parties  of  the
         standards which will be applied in approving or  disapproving  proposed
         construction.

               (b) Such  guidelines may amplify but may not be less  restrictive
         than the regulations and  restrictions  stated in this  Declaration and
         shall be  binding  upon all Owners of Lots  within the Entire  Property
         provided,  however,  that such Owners may modify such guidelines as set
         forth in Article V. Section 4 of this Declaration.

               (c) Such  guidelines  shall  specifically  state  the  rules  and
         regulations  of the Declarant  with respect to the  submission of plans
         and specifications for approval,  time or times within which such plans
         and  specifications  must be  submitted,  and state such  other  rules,
         regulations,   and  policies  which  the  Committee  will  consider  in
         approving or  disapproving  proposed  construction  of or alteration to
         Improvements.

         Section 6. Basis for  Approval:  Review and  approval by the  Committee
must be based  upon the  standards  set  forth  in this  Declaration  and in the
Development Guidelines. The Committee shall consider not only the quality of the
specific  proposal  but also its effect and impact upon  neighboring  Lots,  the
Entire Property, and the surrounding residential neighborhoods

         Section 7. No liability for damages:  The Committee shall not be liable
for damages by reason of any action,  inaction,  approval,  or disapproval by it
with respect to any requirement made pursuant to this Article.

         Section 8. Declarant's Obligation:  Declarant hereby covenants in favor
of each  Owner  that all  Improvements  erected  by it shall be  architecturally
compatible  with respect to one  another,  with this  Declaration,  and with the
Development Guidelines.

                                   ARTICLE 4
                                  Improvements

         Improvements  on Lots shall be constructed  strictly in accordance with
the following restrictions and requirements:

               Section 1. Construction of Improvements:

                    (a)  Temporary  Structures:  No temporary  building or other
temporary  structure  shall be permitted  on any Lot:  provided,  however,  that
trailers,  temporary  buildings and the like shall be permitted for construction
purposes during the construction period of a permanent building. Such structures
shall be placed as inconspicuously as practicable,  shall cause no inconvenience
to Owners or  Occupants  or other  Lots,  and shall be removed no later than the
date of the issuance of an occupancy  permit for the Building in connection with
which the temporary structure was used.

                    (b) Construction Period: Construction of principal buildings
shall be  commenced  within  twelve  (12)  months of the date of  closing of the
purchase of the lot  provided,  however,  that the Declarant may grant a one (1)
time written  extension of up to one (1) year's time period upon  conditions  it
deems appropriate. In order to ensure that construction begins within the twelve
(12) month  period,  the owner shall post a cash bond equal to ten percent (10%)
of the purchase price of the Lot(s) purchased at the time the lot was purchased.
In the event  construction  is not begun within the twelve (12) month period and
no extension is granted,  the Owner shall deed the property and all improvements
thereon back to the Declarant, free of all title defects and encumbrances of any
kind, the Declarant  shall pay to the Owner a sum equal to the purchase price of
the Lot, and the bond shall be forfeited to Declarant as liquidated  damages. If
construction is begun in a timely fashion.  Declarant shall reimburse the amount
of the bond plus  interest  accrued  thereon to the owner upon  issuance  of the
final occupancy permit by the City.

         Section 2. Location of Buildings

                    (a)  Setbacks:  Buildings  on all  Lots  shall be set back a
minimum of fifty (50) feet from any  dedicated  street and twenty (20) feet from
any other property line.

                    (b) Land Coverage: The size of any Lot shall be limited to a
minimum of three (3) acres and a maximum of twenty-five (25) acres. All building
and parking  areas on any Lot shall not occupy  more than sixty (60)  percent of
the total area of said Lot.  The  remaining  portion of the Lot,  not to be less
than forty (40) percent, shall be landscaped.

         Section 3. Building Standards: Buildings shall be constructed according
to the following standards and guidelines:

                    (a) Materials:  All structures must be finished on all sides
with materials approved by the Committee.  The following  materials shall not be
allowed for exterior finish: Metal clad, metal roofs, wooden and metal materials
other  than  accent  trim,  concrete  block and  plaster.  Acceptable  finishing
materials include brick, glass, and select forms of aggregate.

                    (b) Colors:  All buildings shall be finished in colors which
will blend with the environment

                    (c) Height:  Building  height is  restricted to a maximum of
thirty-six (36) feet exclusive of roof mounted mechanical equipment.

                    (d) Outside  Storage:  All  storage  and storage  activities
outside of the main buildings,  except loading and unloading, shall be conducted
within a building or enclosure  constructed with the same exterior finish as the
main  building.  The design of all storage  buildings  and  enclosures  shall be
approved by the Committee.

         Section 4.  Parking  Areas:  Parking  Areas  shall be  constructed  and
maintained by the Owner as follows:

                    (a) Parking Surfaces:  All parking spaces, parking areas and
driveways must be constructed  in accordance  with standards  established by the
City.

                    (b) Parking Setbacks:  All parking areas shall be set back a
minimum of fifty (50) feet from all dedicated  public  streets.  Where possible,
all parking areas shall be located to the rear of the building(s).

                    (c) Parking  Requirements:  Parking on public streets within
the Park is prohibited. There shall be sufficient land allocated by the Owner to
provide one space per 300 square feet of gross floor area.  The minimum  parking
requirements may be modified by the Declarant in its judgment and discretion.

                    (d) Screening of Parking  Areas:  All parking areas shall be
substantially   screened  from  streets  and  adjoining   Lots  by   appropriate
landscaping.

         Section 5. Site Landscaping:

                    (a) Landscaping and lighting plans shall be submitted to the
Declarant for approval as a part of the site plan.

                    (b) All site  landscaping  requirements  shall be  completed
within  ninety (90) days of completion  of the building  construction.  However,
this requirement may be varied by the Declarant.

         Section 6. Signs shall be in conformance  with standards and guidelines
established by the City.

         Section 7. Maintenance:  Buildings, Landscaping, and other improvements
shall be continuously  maintained so as to preserve a well kept  appearance.  If
the Committee is not satisfied  with the level of maintenance on a Lot, it shall
so notify  the  Owner in  writing  and the Owner  shall  have  thirty  (30) days
thereafter in which to restore its Lot to a level of  maintenance  acceptable to
the Committee.  If in the Committee's opinion, the Owner has failed to bring the
Lot to any acceptable standard within such thirty (30) day period, the Committee
may  order the  necessary  work  performed  on the Lot at the  Owner's  expense.
Failure  to  properly  maintain  Improvements  shall  be  adequate  grounds  for
revocation of the Conditional Use Permit by the City.

         Section 8. Utility  Connections:  All utility  lines,  connections  and
installations  must be  underground  and rise within a building or fixture.  Any
external  transformers,  meters,  or similar  fixtures shall be installed  below
ground  level or shall be located  no more than three (3) feet from a  building,
must be  installed  no more than three (3) feet above  ground  level and must be
screened.

         Section 9. Mechanical Equipment: All mechanical equipment incidental to
any building,  including  roof mounted  mechanical  equipment,  shall be totally
enclosed or screened so as to be an integral part of the architectural design of
the building to which it is attached or related unless otherwise approved by the
Committee and the Declarant.

                                   ARTICLE 5
                               General Provisions

         Section 1.  Enforcement:  The Declarant,  the  Committee,  or any Owner
shall have the right to  enforce,  by any  proceeding  at law or in equity,  all
restrictions,  conditions,  covenants,  and  reservations  of this  Declaration.
Failure of the Declarant,  the Committee or any Owner to enforce any covenant or
restriction  herein  contained shall in no event be deemed a waiver of the right
to do so thereafter.

         Section 2. Severability:  Invalidation of any one of these covenants or
restrictions  by  judgment  or court  order  shall in no way  affect  any  other
provisions which shall remain in full force and effect.

         Section 3. Duration: The covenants and restrictions of this Declaration
shall run with and bind the land for a term of twenty  (20)  years from the date
this  Declaration  is  recorded,  after  which time they shall be  automatically
extended  for  successive  periods of ten (10)  years,  to a maximum of 99 years
unless  terminated  at the end of any  such  period  by vote of the  Owners  and
Declarant as set forth in Section 4 of this Article.

         Section 4.  Modification,  Consents,  Terminations and Amendments:  Any
modification of the  Development  Guidelines (as authorized to be established in
Article III Section 5 hereof),  termination of this Declaration (as set forth in
Article V Section 3 hereof) or amendments of this  Declaration  shall take place
only by the  affirmative  vote of two-thirds of all votes  entitled to be voted.
Each Owner, except Declarant,  shall have one vote for each acre of land, or any
fraction  thereof  owned by it.  Declarant  shall have votes  equal to the total
votes of all Owners  other than  Declarant  or one vote per acre or any fraction
thereof  owned  by  it  in  the  Entire  Property,  whichever  is  greater.  Any
modification of this Declaration must be recorded.

         Section 5. No Severance  of Right From  Ownership of a Lot: No Owner of
any Lot shall convey his interest under this Declaration.

         Section 6. Interpretation:  The captions which precede the Articles and
Sections of this Declaration are for convenience only and shall in no way affect
the manner in which any provision  hereof is construed.  Whenever the context so
requires,  the singular  shall include the plural,  the plural shall include the
singular, the whole shall include any part thereof, and any gender shall include
both  genders.  The  provisions  of any  portion  of this  Declaration  shall be
liberally construed to effect all of its purposes.  These Covenants,  Conditions
and Restrictions  shall be construed in accordance with the laws of the State of
Utah.

         PASSED AND APPROVED this 10th day of April, 1984.

                                                DeLance W. Squire
                                                ------------------------
                                                CITY OF OREM, BY
                                                DeLance W. Squire, Mayor


         ATTEST:

         Phillip Goodrich
         ------------------------------------
         Phillip C. Goodrich, City Recorder

         STATE OF UTAH              )
                           :        ss.
         COUNTY OF UTAH             )


         On the 14th day of March, 1985,  personally  appeared before me DeLance
W. Squire, who, being by me duly sworn, did say that he is the Mayor of the City
of Orem, a Utah municipal corporation,  that the foregoing instrument was signed
in behalf of said City of Orem by authority of its  ordinances and State law and
the said DeLance W. Square  acknowledged  to me that said City of Orem  executed
the same.

                                                             Melody Downey
                                                             -------------
                                                             NOTARY PUBLIC
My Commission expires:  July 27, 1986
                        -------------
Residing at:  Orem, Utah
              ----------


<PAGE>

         Timpanogos Research and Technology Park Boundary Description

         Commencing  at the  Southeast  Corner of Section  2,  Township 6 South,
Range 2 East,  Salt Lake Base and Meridian:  thence S 89(degree) 54' 39" W along
the Section Line 1679.04 feet:  Thence N 0(degree) 05' 21" W 792.00 feet; thence
S 89(degree) 54' 39" W 330.03 feet: thence N 0(degree) 05' W 1677.89 feet to the
North  Right-of-Way  Line of the Murdock  Canal;  thence N 74(degree)  34' 30" E
along said  Right-of-Way  Line 155.91 feet to a point of  curvature  of a 235.00
foot radius curve to the right:  thence  along said curve and said  Right-of-Way
Line  151.76  feet  through  a central  angle of  37(degree)  00' 04":  thence N
0(degree)  58' 39" W 194.68  feet on the North  Right-of-Way  Line of 1600 North
Street;  thence along said Right-of-Way Line the next five courses; S 89(degree)
37' E 521.35 feet to a point of  curvature  of a 533.00 foot radius curve to the
right; thence along said curve 191.79 feet through a central angle of 20(degree)
37';  thence S 69(degree)  00' E 476.34 feet to a point of curvature of a 533.00
foot radius  curve to the right;  thence  along said curve 158.14 feet through a
central angle of 17(degree)  00';  thence S 52(degree)  00' E 494.01 feet to the
Section  Line;  thence S 1(degree) 00' 22" E along the Section Line 2103.89 feet
to the Point of Beginning.

         Contains 109.7155 acres.

         Basis of Bearing is the Utah State Plane  Coordinates  System,  Central
Zone



<PAGE>


                                    Exhibit I

                                     Parking

         Provided Tenant is not in default hereunder,  Tenant shall be permitted
to use the parking area situated upon the Land for parking (i.e. 1 parking space
for each 300 rentable  square feet of the  Premises),  on a free and  unreserved
basis subject to such terms, conditions and regulations as are from time to time
applicable  to patrons of said  parking  area.  Notwithstanding  the  foregoing,
Landlord  reserves  the  right to  designate,  in its sole  discretion,  certain
parking  spaces as reserved  spaces as Landlord so chooses.  Tenant  agrees that
without  written  permission  from  Landlord,  Tenant  and  Tenant's  agents and
employees  shall not park within the areas so designated by Landlord as reserved
spaces,  or spaces for  visitors,  handicapped,  security and service  vehicles.
Landlord  shall not be liable  or  responsible  for any loss of or to any car or
vehicle or equipment or other property therein or damage to property or injuries
(fatal or nonfatal)  from any cause  whatsoever  while such car or vehicle is on
the Land or parked within said parking  areas.  Landlord may make,  modify,  and
enforce  rules and  regulations  relations to the parking of vehicles and Tenant
will abide by such rules and  regulations  provided same do not  materially  and
adversely affect Tenant's parking hereunder. Landlord shall have no liability to
Tenant, its employees and visitors for any damage,  loss, injury, etc. to person
or property by reason of Tenant's use of the parking area.



<PAGE>


                                    Exhibit J

                              Right of first offer

         If at any time after the  Commencement  Date during the initial Term of
the Lease,  Landlord  desires to lease the Right of First Offer Space as defined
in the Basic Lease  information  (the "ROFO  space") to a third party,  Landlord
will give Tenant prompt  written  notice of such  availability,  the date of the
availability, the Basic Rental which Landlord will be offering to lease the ROFO
Space and all other material terms. For a period of ten (10) business days after
Tenant's  receipt  of  Landlord's  notice,  provided  Tenant  is not in  default
hereunder on the day Tenant exercises such right and on the commencement date of
the new Lease.  Tenant will have the right (the "ROFO Right") to notify Landlord
of its  desire to lease the ROFO Space at the Basic  Rental and other  materials
terms set forth in Landlord's  notice. If Landlord shall timely receive Tenant's
notice of its desire to lease ROFO Space,  Landlord  and Tenant  will  execute a
lease  memorializing  Tenant's lease for the ROFO Space,  which will contain the
terms set forth in  Landlord's  notice and the terms and  transaction.  Tenant's
failure to timely  notify  Landlord  of its desire to Lease the ROFO Space being
offered  within  the time  period  set  forth  above  will be deemed a waiver of
Tenant's  ROFO Right with respect to such ROFO Space and such offer.  TIME SHALL
BE OF THE ESSENCE with respect to Tenant  exercising its ROFO Right.  This Right
of First Offer is subject to the prior rights of any other tenant.



</TEXT>
</DOCUMENT>
