LMI AEROSPACE INC
EX. 10.27 - LEASE AGREEMENT WITH HOLZ TRUST
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>lmiex1026032902.txt
<DESCRIPTION>EX. 10.27 - LEASE AGREEMENT WITH HOLZ TRUST
<TEXT>
                                                                  Exhibit 10.27

                                [GRAPHIC OMITTED]

                         STANDARD INDUSTRIAL/COMMERCIAL
                           MULTI-TENANT LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


         1. Basic Provisions ("Basic Provisions").

         1.1 Parties:  This Lease ("Lease"),  dated for reference  purposes only
April 2, 2001 is made by and between Peter Holz and Anna L. Holz Trustees of the
Peter and Anna L. Holz Trust dated 2/8/89, as to an undivided one-half interest,
and Ernest R. Star and Linda Ann Zoettl,  Trustees  under the Ernest R. Star and
Elisabeth H. Star 1978 Trust dated August 25, 1978, as to an undivided  one-half
interest ("Lessor") and Metal Corporation,  a Missouri  corporation  ("Lessee"),
(collectively the "Parties," or individually a "Party").

         1.2(a)  Premises:  That  certain  portion of the  Project  (as  defined
below), including all improvements therein or to be provided by Lessor under the
terms of this Lease,  commonly known by the street  address of 11011,  11017 and
11021 Olinda Street  located in the City of Los Angeles,  County of Los Angeles,
State of California,  with zip code _______, as outlined on Exhibit ___ attached
hereto  ("Premises") and generally  described as (describe briefly the nature of
the Premises)  approximately  20,320 square feet in an industrial  building with
adjoining parking lot with approximately 40 parking spaces.

In  addition to Lessee's  rights to use and occupy the  Premises as  hereinafter
specified,  Lessee  shall  have  non-exclusive  rights to the  Common  Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights  to the  roof,  exterior  walls  or  utility  raceways  of  the  building
containing the Premises  ("Building")  or to any other buildings in the Project.
The  Premises,  the  Building,  the Common  Areas,  the land upon which they are
located,  along with all other buildings and  improvements  thereon,  are herein
collectively referred to as the "Project." (See also Paragraph 2.)

         1.2(b) Parking:  shared unreserved vehicle parking spaces  ("Unreserved
Parking Spaces");  and none reserved vehicle parking spaces  ("Reserved  Parking
Spaces"). (See also Paragraph 2.6.)

         1.3 Term: 5 years and zero months ("Original Term") commencing April 2,
2001 ("Commencement  Date") and ending March 31, 2006 ("Expiration  Date"). (See
also Paragraph 3.)

         1.4 Early Possession:  _____________________("Early  Possession Date").
(See also Paragraphs 3.2 and 3.3.)

         1.5 Base Rent:  $ 11785.  60 per month  ("Base  Rent"),  payable on the
first day of each month commencing April 2, 2001. (See also Paragraph 4.)

         |_| If this box is checked,  there are provisions in this Lease for the
Base Rent to be adjusted.

         1.6  Lessee's  Share of Common  Area  Operating  Expenses:  sixty-three
percent (63%) ("Lessee's Share").

         1.7 Base Rent and Other Monies Paid Upon Execution:

               (a) Base Rent: $11785.60 for the period April, 2001.

               (b)  Common  Area  Operating  Expenses:  $_______  for the period
_________.

               (c) Security Deposit:  $11785.60 ("Security Deposit").  (See also
Paragraph 5.)

               (d) Other: $__________ for ______________________.

               (e) Total Due Upon Execution of this Lease: $23571.20.

         1.8 Agreed Use: industrial use for manufacturing,  storage,  and office
use. (See also Paragraph 6.)

         1.9 Insuring Party: Lessor is the "Insuring Party." (See also Paragraph
8.)

         1.10  Guarantor:  The obligations of the Lessee under this Lease are to
be guaranteed by LMI Aerospace, Inc., a Missouri corporation ("Guarantor"). (See
also Paragraph 37.)

         1.11 Addenda and  Exhibits:  Attached  hereto is an Addendum or Addenda
consisting  of Paragraphs  50 through 51 and Exhibits  Guaranty of Lease,  Rider
with Sections 1 through 22, all of which constitute a part of this Lease.

         2. Premises.

         2.1 Letting.  Lessor hereby leases to Lessee,  and Lessee hereby leases
from Lessor,  the  Premises,  for the term,  at the rental,  and upon all of the
terms,  covenants  and  conditions  set forth in this  Lease.  Unless  otherwise
provided herein, any statement of size set forth in this Lease, or that may have
been used in calculating  Rent, is an  approximation  which the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not the actual size is more or less.

         2.2  Condition.  Lessor  shall  deliver  that  portion of the  Premises
contained within the Building  ("Unit") to Lessee broom clean and free of debris
on the Commencement  Date or the Early  Possession Date,  whichever first occurs
("Start  Date"),  and, so long as the required  service  contracts  described in
Paragraph  7.1(b) below are obtained by Lessee and in effect  within thirty days
following the Start Date, warrants that the existing electrical,  plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
loading doors, if any, and all other such elements in the Unit, other than those
constructed  by Lessee,  shall be in good  operating  condition on said date and
that the  structural  elements of the roof,  bearing walls and foundation of the
Unit shall be free of material defects.  If a non-compliance  with such warranty
exists  as of the Start  Date,  or if one of such  systems  or  elements  should
malfunction or fail within the  appropriate  warranty  period,  Lessor shall, as
Lessor's  sole  obligation  with  respect to such  matter,  except as  otherwise
provided in this Lease,  promptly  after  receipt of written  notice from Lessee
setting  forth with  specificity  the nature and extent of such  non-compliance,
malfunction or failure,  rectify same at Lessor's expense.  The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to
the  remaining  systems and other  elements of the Unit. If Lessee does not give
Lessor the required notice within the appropriate warranty period, correction of
any such  non-compliance,  malfunction  or failure  shall be the  obligation  of
Lessee at  Lessee's  sole cost and  expense  (except for the repairs to the fire
sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).

         2.3 Compliance.  Lessor warrants that the  improvements on the Premises
and the Common Areas  comply with the building  codes that were in effect at the
time that each such improvement,  or portion thereof, was constructed,  and also
with all applicable laws, covenants or restrictions of record, regulations,  and
ordinances  in  effect  on the  Start  Date  ("Applicable  Requirements").  Said
warranty  does not apply to the use to which  Lessee will put the Premises or to
any Alterations or Utility  Installations  (as defined in Paragraph 7.3(a)) made
or to be made by Lessee.  NOTE: Lessee is responsible for determining whether or
not the zoning is appropriate for Lessee's  intended use, and acknowledges  that
past uses of the  Premises  may no longer be  allowed.  If the  Premises  do not
comply with said warranty, Lessor shall, except as otherwise provided,  promptly
after receipt of written notice from Lessee setting forth with  specificity  the
nature and extent of such non-compliance,  rectify the same at Lessor's expense.
If the Applicable Requirements are hereafter changed so as to require during the
term of this Lease the  construction  of an addition to or an  alteration of the
Unit, Premises and/or Building,  the remediation of any Hazardous Substance,  or
the  reinforcement or other physical  modification of the Unit,  Premises and/or
Building ("Capital  Expenditure"),  Lessor and Lessee shall allocate the cost of
such work as follows:

               (a)  Subject  to  Paragraph   2.3(c)   below,   if  such  Capital
Expenditures  are  required  as a result of the  specific  and unique use of the
Premises by Lessee as compared with uses by tenants in general,  Lessee shall be
fully responsible for the cost thereof, provided,  however, that if such Capital
Expenditure  is  required  during  the last 2 years of this  Lease  and the cost
thereof  exceeds 6 months'  Base Rent.  Less may  instead  terminate  this Lease
unless  Lessor  notifies  Lessee,  in writing,  within 10 days after  receipt of
lessee's  termination  notice  that  Lessor has  elected  to pay the  difference
between the actual cost thereof and the amount equal to 6 months' Base Rent.  If
Lessee  elects  termination,  Lessee  shall  immediately  cease  the  use of the
Premises which requires such Capital  Expenditure  and deliver to Lessor written
notice  specifying  a  termination  date  at  least  90  days  thereafter.  Such
termination date shall,  however,  in no event be earlier than the last day that
Lessee  could  legally  utilize the  Premises  without  commencing  such Capital
Expenditure.

               (b) If such Capital Expenditure is not the result of the specific
and unique  use of the  Premises  by Lessee  (such as,  governmentally  mandated
seismic modifications),  then Lessor and Lessee shall allocate the obligation to
pay for the  portion  of such  costs  reasonably  attributable  to the  Premises
pursuant to the formula set out in Paragraph 7.1(d); provided,  however, that if
such Capital Expenditure is required during the last 2 years of this Lease or if
Lessor  reasonably  determines that it is not  economically  feasible to pay its
share thereof, Lessor shall have the option to terminate this Lease upon 90 days
prior written notice to Lessee unless Lessee notifies Lessor, in writing, within
10 days after  receipt of Lessor's  termination  notice that Lessee will pay for
such Capital  Expenditure.  If Lessor does not elect to terminate,  and fails to
tender its share of any such Capital Expenditure,  Lessee may advance such funds
and deduct same, with Interest, from Rent until Lessors share of such costs have
been  fully  paid.  If Lessee is unable to  finance  Lessor's  share,  or if the
balance  of the Rent due and  payable  for the  remainder  of this  Lease is not
sufficient to fully reimburse  Lessee on an offset basis,  Lessee shall have the
right to terminate this Lease upon 30 days written notice to Lessor.

               (c) Notwithstanding the above, the provisions  concerning Capital
Expenditures are intended to apply only to  non-voluntary,  unexpected,  and new
Applicable  Requirements.  If the Capital  Expenditures are instead triggered by
Lessee as a result of an actual  change in use,  change in  intensity of use, or
modification  to the  Premises  then,  and in that event,  Lessee shall be fully
responsible  for the cost  thereof,  and  Lessee  shall  not  have any  right to
terminate this Lease.

         2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised
by Lessor and/or  Brokers to satisfy itself with respect to the condition of the
Premises  (including but not limited to the  electrical  HVAC and fire sprinkler
systems,  security,   environmental  aspects,  and  compliance  with  Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's  intended  use,  (b)  Lessee  has made such  investigation  as it deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its  occupancy of the  Premises,  and (c) neither  Lessor,
Lessor's agents,  nor Brokers have made any oral or written  representations  or
warranties  with respect to said matters  other than as set forth in this Lease.
In addition, Lessor acknowledges that: (i) Brokers have made no representations,
promises  or  warranties  concerning  Lessee's  ability  to honor  the  Lease or
suitability to occupy the Premises,  and (ii) it is Lessor's sole responsibility
to  investigate  the financial  capability  and/or  suitability  of all proposed
tenants.

         2.5 Lessee as Prior  Owner/Occupant.  The warranties  made by Lessor in
Paragraph  2 shall be of no force or  effect if  immediately  prior to the Start
Date  Lessee was the owner or occupant of the  Premises.  In such event,  Lessee
shall be responsible for any necessary corrective work.

         2.6  Vehicle  Parking.  Lessee  shall be  entitled to use the number of
Unreserved  Parking Spaces and Reserved  Parking  Spaces  specified in Paragraph
1.2(b) on those  portions of the Common  Areas  designated  from time to time by
Lessor for parking.  Lessee shall not use more parking  spaces than said number.
Said  parking  spaces  shall be used for  parking  by  vehicles  no larger  than
full-size passenger automobiles or pick-up trucks, herein called "Permitted Size
Vehicles". Lessor may regulate the loading and unloading of vehicles by adopting
Rules and  Regulations  as provided  in  Paragraph  2.9. No vehicles  other than
Permitted  Size  Vehicles  may be parked in the Common  Area  without  the prior
written permission of Lessor.

               (a) Lessee shall not permit or allow any vehicles  that belong to
or  are  controlled  by  Lessee  or  Lessee's  employees,  suppliers,  shippers,
customers,  contractors or invitees to be loaded,  unloaded,  or parked in areas
other than those designated by Lessor for such activities.

               (b) Lessee  shall not service or store any vehicles in the Common
Areas.

               (c) If Lessee permits or allows any of the prohibited  activities
described  in this  Paragraph  2.6,  then Lessor  shall have the right,  without
notice,  in  addition to such other  rights and  remedies  that it may have,  to
remove or tow away the  vehicle  involved  and charge the cost to Lessee,  which
cost shall be immediately payable upon demand by Lessor.

         2.7 Common Areas -  Definition.  The term "Common  Areas" is defined as
all areas and facilities  outside the Premises and within the exterior  boundary
line of the Project and interior utility raceways and  installations  within the
Unit that are  provided and  designated  by the Lessor from time to time for the
general non-exclusive use of Lessor, Lessee and other tenants of the Project and
their respective  employees,  suppliers,  shippers,  customers,  contractors and
invitees,  including  parking areas,  loading and unloading areas,  trash areas,
roadways, walkways, driveways and landscaped areas.

         2.8 Common Areas - Lessee's  Rights.  Lessor grants to Lessee,  for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees,  during the term of this Lease, the non-exclusive right to use, in
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time,  subject to any rights,  powers and privileges  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions  governing the use of the Project. Under no circumstances shall the
right  herein  granted to use the Common Areas be deemed to include the right to
store any property,  temporarily or permanently,  in the Common Areas.  Any such
storage  shall be  permitted  only by the  prior  written  consent  of Lessor or
Lessor's  designated  agent,  which  consent may be revoked at any time.  In the
event that any  unauthorized  storage  shall  occur,  then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor.

         2.9  Common  Areas -  Rules  and  Regulations.  Lessor  or  such  other
person(s) as Lessor may appoint shall have the exclusive  control and management
of the Common Areas and shall have the right,  from time to time,  to establish,
modify,   amend  and  enforce  reasonable  rules  and  regulations  ("Rules  and
Regulations") for the management,  safety, care, and cleanliness of the grounds,
the parking and  unloading of vehicles and the  preservation  of good order,  as
well as for the  convenience  of other  occupants or tenants of the Building and
the Project  and their  invitees.  Lessee  agrees to abide by and conform to all
such Rules and  Regulations,  and to cause its employees,  suppliers,  shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance  with said Rules and Regulations by
other tenants of the Project.

         2.10 Common Areas - Changes.  Lessor shall have the right,  in Lessor's
sole discretion, from time to time:

               (a) To make  changes  to the  Common  Areas,  including,  without
limitation,  changes  in the  location,  size,  shape and  number of  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

               (b) To close  temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

               (c) To designate other land outside the boundaries of the Project
to be a part of the Common Areas;

               (d) To add additional  buildings and  improvements  to the Common
Areas;

               (e) To use the Common  Areas while  engaged in making  additional
improvements, repairs or alterations to the Project, or any portion thereof; and

               (f) To do and perform such other acts and make such other changes
in, to or with  respect to the Common  Areas and  Project as Lessor  may, in the
exercise of sound business judgment, deem to be appropriate.

         3. Term.

         3.1 Term. The Commencement  Date,  Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

         3.2 Early  Possession.  If Lessee  totally or  partially  occupies  the
Premises prior to the  Commencement  Date, the obligation to pay Base Rent shall
be abated for the period of such early possession. All other terms of this Lease
(including  but not limited to the  obligations  to pay Lessee's Share of Common
Area  Operating  Expenses,  Real Property  Taxes and  insurance  premiums and to
maintain the Premises) shall, however, be in effect during such period. Any such
early possession shall not affect the Expiration Date.

         3.3 Delay In  Possession.  Lessor  agrees to use its best  commercially
reasonable  efforts  to  deliver  possession  of the  Premises  to Lessee by the
Commencement  Date.  If,  despite  said  efforts,  Lessor is  unable to  deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not, however,
be  obligated  to pay Rent or perform  its other  obligations  until it receives
possession of the Premises.  If possession is not delivered within 60 days after
the Commencement Date, Lessee may, at its option, by notice in writing within 10
days after the end of such 60 day period,  cancel this Lease, in which event the
Parties  shall be discharged  from all  obligations  hereunder.  If such written
notice is not received by Lessor  within said 10 day period,  Lessee's  right to
cancel shall  terminate.  Except as otherwise  provided,  if  possession  is not
tendered to Lessee by the Start Date and Lessee does not  terminate  this Lease,
as aforesaid,  any period of rent  abatement  that Lessee would  otherwise  have
enjoyed  shall run from the date of delivery of  possession  and  continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof,
but  minus any days of delay  caused  by the acts or  omissions  of  Lessee.  If
possession  of  the  Premises  it  not  delivered  within  4  months  after  the
Commencement  Date,  this Lease shall  terminate  unless  other  agreements  are
reached between Lessor and Lessee in writing.

         3.4  Lessee  Compliance.   Lessor  shall  not  be  required  to  tender
possession of the Premises to Lessee until Lessee  complies with its  obligation
to provide  evidence of  insurance  (Paragraph  8.5).  Pending  delivery of such
evidence,  Lessee shall be required to perform all of its obligations under this
Lease  from  and  after  the  Start  Date,   including   the  payment  of  Rent,
notwithstanding Lessor's election to withhold possession pending receipt of such
evidence  of  insurance.  Further,  if Lessee is  required  to perform any other
conditions  prior to or  concurrent  with the Start  Date,  the Start Date shall
occur but Lessor may elect to  withhold  possession  until such  conditions  are
satisfied.

         4. Rent.

         4.1. Rent Defined.  All monetary  obligations of Lessee to Lessor under
the terms of this Lease (except for the Security  Deposit) are deemed to be rent
("Rent").

         4.2 Common Area Operating  Expenses.  Lessee shall pay to Lessor during
the term hereof,  in addition to the Base Rent,  Lessee's Share (as specified in
Paragraph 1.6) of all Common Area Operating  Expenses,  as hereinafter  defined,
during each  calendar  year of the term of this Lease,  in  accordance  with the
following provisions:

               (a) "Common Area Operating Expenses" are defined, for purposes of
this Lease,  as all costs  incurred  by Lessor  relating  to the  ownership  and
operation of the Project, including, but not limited to, the following:

                     (i) The operation,  repair and maintenance in neat,  clean,
         good order and condition,  but not the  replacement  (see  subparagraph
         (e)), of the following:

                           (aa) The Common  Areas and Common Area  improvements,
               including  parking  areas,  loading and  unloading  areas,  trash
               areas, roadways, parkways, walkways, driveways, landscaped areas,
               bumpers,  irrigation  systems,  Common Area lighting  facilities,
               fences and gates, elevators, roofs, and roof drainage systems.

                           (bb) Exterior signs and any tenant directories.

                           (cc) Any fire sprinkler systems.

                     (ii) The cost of water,  gas,  electricity and telephone to
         service the Common Areas and any utilities not separately metered.

                     (iii)  Trash  disposal,  pest  control  services,  property
         management,  security  services,  and the  costs  of any  environmental
         inspections.

                     (iv)  Reserves  set aside  for  maintenance  and  repair of
         Common Areas.

                     (v) Any  deductible  portion of an insured loss  concerning
         the Building or the Common Areas.

                     (vi) The cost of any Capital Expenditure to the Building or
         the Project not covered under the provisions of Paragraph 2.3 provided;
         however,  that  Lessor  shall  allocate  the cost of any  such  Capital
         Expenditure  over a 12 year period and Lessee  shall not be required to
         pay more than  Lessee's  Share of 1/144th  of the cost of such  Capital
         Expenditure in any given month.

                     (vii) Any other  services to be provided by Lessor that are
         stated elsewhere in this Lease to be a Common Area Operating Expense.

               (b) Any Common Area  Operating  Expenses and Real Property  Taxes
that are  specifically  attributable  to the Unit,  the Building or to any other
building in the Project or to the  operation,  repair and  maintenance  thereof,
shall be allocated entirely to such Unit, Building, or other building.  However,
any  Common  Area  Operating  Expenses  and  Real  Property  taxes  that are not
specifically  attributable  to the  Building or to any other  building or to the
operation,  repair and  maintenance  thereof,  shall be  equitably  allocated by
Lessor to all buildings in the Project.

               (c) The inclusion of the  improvements,  facilities  and services
set forth in  Subparagraph  4.2(a)  shall not be deemed to impose an  obligation
upon Lessor to either have said  improvements  or facilities or to provide those
services  unless the Project already has the same,  Lessor already  provides the
services,  or Lessor has agreed  elsewhere  in this Lease to provide the same or
some of them.

               (d) Lessee's Share of Common Operating  Expenses shall be payable
by  Lessee  within  10 days  after a  reasonably  detailed  statement  of actual
expenses is presented to Lessee. At Lessor's option,  however,  an amount may be
estimated  by Lessor from time to time of Lessee's  Share of annual  Common Area
Operating Expenses and the same shall be payable monthly or quarterly, as Lessor
shall designate,  during each 12 month period of the Lease term, on the same day
as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days
after the  expiration  of each  calendar  year a reasonably  detailed  statement
showing  Lessee's  Share of the actual Common Area Operating  Expenses  incurred
during the preceding  year. If Lessee's  payments  under this  Paragraph  4.2(d)
during the preceding year exceed  Lessee's Share as indicated on such statement,
Lessor shall credit the amount of such  over-payment  against  Lessee's Share of
Common Area  Operating  Expenses next becoming due. If Lessee's  payments  under
this Paragraph 4.2(d) during the preceding year were less than Lessee's Share as
indicated  on such  statement,  Lessee  shall  pay to Lessor  the  amount of the
deficiency within 10 days after delivery by Lessor to Lessee of the statement.

               (e)  When a  capital  component  such as the  roof,  foundations,
exterior  walls or a Common Area  capital  improvement,  such as the parking lot
paving,  elevators,  fences,  etc. requires  replacement,  rather than repair or
maintenance,  Lessor  shall,  at  Lessor's  expense,  be  responsible  for  such
replacement. Such expenses and/or costs are not Common Area Operating Expenses.

         4.3  Payment.  Lessee  shall  cause  payment of Rent to be  received by
Lessor in lawful money of the United States, without offset or deduction (except
as  specifically  permitted in this Lease),  on or before the day on which it is
due.  Rent for any period during the term hereof which is for less than one full
calendar  month shall be prorated  based upon the actual  number of days in said
month.  Payment of Rent shall be made to Lessor at its address  stated herein or
to such  other  persons or place as Lessor  may from time to time  designate  in
writing.  Acceptance  of a payment  which is less than the amount then due shall
not be a waiver of Lessor's  rights to the balance of such Rent,  regardless  of
Lessor's endorsement of any check so stating. In the event that any check, draft
or other  instrument of payment given by Lessee to Lessor is dishonored  for any
reason, Lessee agrees to pay to Lessor the sum of $25.

         5. Security  Deposit.  Lessee shall deposit with Lessor upon  execution
hereof the Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this  Lease,  Lessor may use,  apply or retain all or any  portion of said
Security  Deposit  for the payment of any amount due Lessor or to  reimburse  or
compensate  Lessor for any liability,  expense,  loss or damage which Lessor may
suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
of the  Security  Deposit,  Lessee shall  within 10 days after  written  request
therefor deposit monies with Lessor  sufficient to restore said Security Deposit
to the full amount required by this Lease. If the Base Rent increases during the
term of this Lease,  Lessee  shall,  upon written  request from Lessor,  deposit
additional  monies with Lessor so that the total amount of the Security  Deposit
shall at all times bear the same  proportion to the  increased  Base Rent as the
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended  to  accommodate  a  material  change  in the  business  of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the extent necessary,  in Lessors  reasonable  judgment,  to
account for any increased wear and tear that the Premises may suffer as a result
thereof. If a change in control of Lessee occurs during this Lease and following
such  change  the  financial  condition  of Lessee  is, in  Lessor's  reasonable
judgment,  significantly  reduced,  Lessee shall deposit such additional  monies
with  Lessor as shall be  sufficient  to cause the  Security  Deposit to be at a
commercially  reasonable  level  based on such  change in  financial  condition.
Lessor  shall not be required to keep the  Security  Deposit  separate  from its
general  accounts.  Within 14 days after the  expiration or  termination of this
Lease,  if Lessor elects to apply the Security  Deposit only to unpaid Rent, and
otherwise  within 30 days  after the  Premises  have been  vacated  pursuant  to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not  used or  applied  by  Lessor.  No part of the  Security  Deposit  shall  be
considered to be held in trust,  to bear  interest or to be  prepayment  for any
monies to be paid by Lessee under this Lease.

         6. Use.

         6.1 Use.  Lessee shall use and occupy the Premises  only for the Agreed
Use, or any other legal use which is reasonably  comparable thereto,  and for no
other  purpose.  Lessee  shall not use or permit  the use of the  Premises  in a
manner that is unlawful,  creates damage, waste or a nuisance,  or that disturbs
occupants of or causes  damage to  neighboring  premises or  properties.  Lessor
shall not unreasonably  withhold or delay its consent to any written request for
a  modification  of the  Agreed  Use,  so long as the same will not  impair  the
structural  integrity of the  improvements  on the Premises or the mechanical or
electrical  systems therein,  and/or is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after
such request give written  notification  of same,  which notice shall include an
explanation of Lessors objections to the change in the Agreed Use.

         6.2 Hazardous Substances.

               (a)  Reportable  Uses  Require   Consent.   The  term  "Hazardous
Substance"  as used in this Lease shall mean any  product,  substance,  or waste
whose presence, use, manufacture,  disposal,  transportation, or release, either
by itself or in combination with other materials expected to be on the Premises,
is either (i) potentially injurious to the public health, safety or welfare, the
environment  or the Premises,  (ii)  regulated or monitored by any  governmental
authority,   or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency or third party under any  applicable  statute or common law
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline, and/or crude oil or any products, by-products or fractions
thereof.  Lessee shall not engage in any  activity in or on the  Premises  which
constitutes a Reportable Use of Hazardous  Substances  without the express prior
written consent of Lessor and timely  compliance (at Lessee's  expense) with all
Applicable Requirements. "Reportable Use" shall mean (i) the installation or use
of any above or below ground  storage  tank,  (ii) the  generation,  possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit  from,  or with  respect  to which a report,  notice,  registration  or
business plan is required to be filed with, any governmental  authority,  and/or
(iii) the  presence at the  Premises of a Hazardous  Substance  with  respect to
which any  Applicable  Requirements  requires  that a notice be given to persons
entering or occupying the Premises or  neighboring  properties.  Notwithstanding
the foregoing,  Lessee may use any ordinary and customary  materials  reasonably
required to be used in the normal  course of the Agreed Use, so long as such use
is in compliance with all Applicable Requirements,  is not a Reportable Use, and
does not expose the Premises or neighboring  property to any meaningful  risk of
contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may  condition  its consent to any  Reportable  Use upon  receiving  such
additional  assurances as Lessor  reasonably  deems necessary to protect itself,
the public, the Premises and/or the environment  against damage,  contamination,
injury and/or  liability,  including,  but not limited to, the installation (and
removal  on  or  before  Lease   expiration   or   termination)   of  protective
modifications  (such as concrete  encasements)  and/or  increasing  the Security
Deposit.

               (b) [Text  missing  from  original - mq] located in, on, under or
about the  Premises,  other than as  previously  consented to by Lessor,  Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report,  notice,  claim or other  documentation  which it has
concerning the presence of such Hazardous Substance.

               (c)  Lessee  Remediation.  Lessee  shall not cause or permit  any
Hazardous  Substance  to be spilled or  released  in,  on,  under,  or about the
Premises  (including  through the plumbing or sanitary  sewer  system) and shall
promptly,  at Lessee's expense,  take all  investigatory  and/or remedial action
reasonably  recommended,  whether or not formally  ordered or required,  for the
cleanup  of any  contamination  of,  and for the  maintenance,  security  and/or
monitoring  of the  Premises  or  neighboring  properties,  that was  caused  or
materially contributed to by Lessee, or pertaining to or involving any Hazardous
Substance  brought  onto the Premises  during the term of this Lease,  by or for
Lessee, or any third party.

               (d) Lessee  Indemnification.  Lessee shall indemnify,  defend and
hold Lessor, its agents, employees,  lenders and ground lessor, if any, harmless
from  and  against  any  and all  loss of  rents  and/or  damages,  liabilities,
judgments,  claims expenses,  penalties,  and attorneys' and  consultants'  fees
arising out of or involving any Hazardous Substance brought onto the Premises by
or for Lessee, or any third party (provided,  however, that Lessee shall have no
liability  under  this  Lease  with  respect  to  underground  migration  of any
Hazardous  Substance  under the  Premises  from areas  outside of the  Project).
Lessee's  obligations  shall include,  but not be limited to, the effects of any
contamination  or injury to  person,  property  or the  environment  created  or
suffered  by  Lessee,  and the  cost  of  investigation,  removal,  remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease. No termination,  cancellation or release  agreement  entered into by
Lessor and Lessee shall  release  Lessee from its  obligations  under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor in
writing at the time of such agreement.

               (e) Lessor Indemnification. Lessor and its successors and assigns
shall indemnify,  defend,  reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages,  including the cost
of  remediation,  which  existed  as a result  of  Hazardous  Substances  on the
Premises prior to the Start Date or which are caused by the gross  negligence or
willful misconduct of Lessor, its agents or employees.  Lessor's obligations, as
and when required by the  Applicable  Requirements,  shall  include,  but not be
limited to, the cost of investigation,  removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.

               (f)  Investigations  and  Remediations.  Lessor  shall retain the
responsibility and pay for any  investigations or remediation  measures required
by governmental  entities having  jurisdiction  with respect to the existence of
Hazardous  Substances  on the  Premises  prior to the Start  Date,  unless  such
remediation  measure  is  required  as  a  result  of  Lessee's  use  (including
"Alterations,"  as defined in paragraph 7.3(a) below) of the Premises,  in which
event Lessee shall be responsible for such payment. Lessee shall cooperate fully
in any such activities at the request of Lessor,  including  allowing Lessor and
Lessor's agents to have reasonable access to the Premises at reasonable times in
order to carry out Lessor's investigative and remedial responsibilities.

         6.3  Lessee's  Compliance  with  Applicable  Requirements.   Except  as
otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently  and in a  timely  manner,  materially  comply  with  all  Applicable
Requirements,  the requirements of any applicable fire insurance  underwriter or
rating bureau, and the  recommendations of Lessor's engineers and/or consultants
which  relate in any manner to the  Premises,  without  regard to  whether  said
requirements are now in effect or become effective after the Start Date.  Lessee
shall, within 10 days after receipt of Lessor's written request,  provide Lessor
with copies of all permits and other documents, and other information evidencing
Lessee's  compliance with any Applicable  Requirements  specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of any  threatened  or  actual  claim,  notice,  citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements.

         6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time, in the case of an emergency,  and otherwise at reasonable  times,  for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee with this  Lease.  The cost of any such  inspections  shall be paid by
Lessor,  unless a violation of Applicable  Requirements,  or a contamination  is
found to exist or be imminent,  or the  inspection  is requested or ordered by a
governmental authority. In such case, Lessee shall upon request reimburse Lessor
for the  cost of such  inspection,  so  long as such  inspection  is  reasonably
related to the violation or contamination.

         7.  Maintenance;  Repairs;  Utility  Installations;  Trade Fixtures and
Alterations.

         7.1 Lessee's Obligations.

               (a) In  General.  Subject  to the  provisions  of  Paragraph  2.2
(Condition),   2.3  (Compliance),   6.3  (Lessee's  Compliance  with  Applicable
Requirements),  7.2 (Lessor's  Obligations),  9 (Damage or Destruction),  and 14
(Condemnation),  Lessee  shall,  at Lessee's  sole  expense,  keep the Premises,
Utility  installations  (intended  for Lessee's  exclusive  use, no matter where
located),  and  Alterations in good order,  condition and repair (whether or not
the portion of the Premises  requiring  repairs,  or the means of repairing  the
same,  are  reasonably or readily  accessible to Lessee,  and whether or not the
need for such  repairs  occurs as a result of Lessee's  use,  any prior use, the
elements or the age of such portion of the Premises), including, but not limited
to, all equipment or facilities,  such as plumbing, HVAC equipment,  electrical,
lighting  facilities,  boilers,  pressure  vessels,  fixtures,  interior  walls,
interior surfaces of exterior walls, ceilings,  windows, doors, plate glass, and
skylights,  but  excluding  any  items  which are the  responsibility  of Lessor
pursuant  to  Paragraph  7.2.  Lessee,  in keeping  the  Premises in good order,
condition and repair,  shall  exercise and perform good  maintenance  practices,
specifically  including the procurement and maintenance of the service contracts
required  by  Paragraph  7.1(b)  below.   Lessee's   obligations  shall  include
restorations,  replacements  or renewals when necessary to keep the premises and
all improvements thereon or a part thereof in good order, condition and state of
repair.

               (b) Service  Contracts.  Lessee shall,  at Lessee's sole expense,
procure and maintain  contracts,  with copies to Lessor,  in customary  form and
substance  for,  and  with  contractors  specializing  and  experienced  in  the
maintenance  of the following  equipment and  improvements,  if any, if and when
installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels,
(iii)  clarifiers,  and (iv) any other  equipment,  if  reasonably  required  by
Lessor.  However,  Lessor reserves the right,  upon notice to Lessee, to procure
and  maintain  any or all of such  service  contracts,  and if Lessor so elects,
Lessee shall reimburse Lessor, upon demand, for the reasonable cost thereof.

               (c)  Failure to  Perform.  If Lessee  fails to  perform  Lessee's
obligations  under this Paragraph 7.1,  Lessor may enter upon the Premises after
10 days' prior written notice to Lessee (except in the case of an emergency,  in
which case no notice shall be required),  perform such  obligations  on Lessee's
behalf,  and put the Premises in good order,  condition  and repair,  and Lessee
shall promptly reimburse Lessor for the reasonable cost thereof.

               (d) Replacement. Subject to Lessee's indemnification of Lessor as
set forth in  Paragraph  8.7 below,  and without  relieving  Lessee of liability
resulting  from  Lessee's  failure to  exercise  and  perform  good  maintenance
practices,  if an item  described in Paragraph  7.1(b) cannot be repaired  other
than at a cost  which is in excess of 50% of the cost of  replacing  such  item,
then such item  shall be  replaced  by  Lessor,  and the cost  thereof  shall be
prorated  between the Parties and Lessee shall only be  obligated  to pay,  each
month during the remainder of the term of this Lease,  on the date on which Base
Rent is due,  an amount  equal to the  product of  multiplying  the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of
which is 144 (i.e., 1/144th of the cost per month). Lessee shall pay interest on
the  unamortized  balance  at a rate  that  is  commercially  reasonable  in the
judgment of Lessor's accountants.  Lessee may, however, prepay its obligation at
any time.

         7.2 Lessor's  Obligations.  Subject to the provisions of Paragraphs 2.2
(Condition),  2.3 (Compliance),  4.2 (Common Area Operating Expenses),  6 (Use),
7.1 (Lessee's  Obligations),  9 (Damage or Destruction)  and 14  (Condemnation),
Lessor,  subject to reimbursement  pursuant to Paragraph 4.2, shall keep in good
order,  condition  and  repair  the  foundations,   exterior  walls,  structural
condition of interior  bearing  walls,  floors,  exterior  roof,  fire sprinkler
system,  Common Area fire alarm and/or smoke detection  systems,  fire hydrants,
parking lots,  walkways,  parkways,  driveways,  landscaping,  fences, signs and
utility  systems  serving  the Common  Areas and all parts  thereof,  as well as
providing  the  services  for which  there is a Common  Area  Operating  Expense
pursuant to Paragraph  4.2.  Lessor shall not be obligated to paint the exterior
or  interior  surfaces  of  exterior  walls nor shall  Lessor  be  obligated  to
maintain,  repair or  replace  windows,  doors or plate  glass of the  Premises.
Lessee expressly waives the benefit of any statute now or hereafter in effect to
the extent it is inconsistent with the terms of this Lease.

         7.3 Utility Installations; Trade Fixtures; Alterations.

               (a) Definitions.  The term "Utility  Installations" refers to all
floor and window coverings,  air lines, power panels,  electrical  distribution,
security and fire protection systems,  communication systems, lighting fixtures,
HVAC  equipment,  plumbing,  and fencing in or on the Premises.  The term "Trade
Fixtures"  shall  mean  Lessee's  machinery  and  equipment  that can be removed
without doing material damage to the Premises. The term "Alterations" shall mean
any modification of the improvements,  other than Utility Installations or Trade
Fixtures,  whether by addition or deletion.  "Lessee  Owned  Alterations  and/or
Utility  Installations" are defined as Alterations and/or Utility  Installations
made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

               (b)  Consent.  Lessee shall not make any  Alterations  or Utility
Installations to the Premises  without  Lessor's prior written  consent.  Lessee
may, however,  make non-structural  Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long as they  are not  visible  from the  outside,  do not  involve  puncturing,
relocating or removing the roof or any existing  walls,  and the cumulative cost
thereof  during this Lease as extended  does not exceed a sum equal to 3 months'
Base Rent in the  aggregate  or a sum equal to one month's  Base Rent in any one
year.  Notwithstanding  the foregoing,  Lessee shall not make or permit any roof
penetrations  and/or  install  anything on the roof  without  the prior  written
approval of Lessor.  Lessor may, as a  precondition  to granting such  approval,
require  Lessee to utilize a contractor  chosen and/or  approved by Lessor.  Any
Alterations or Utility  Installations that Lessee shall desire to make and which
require the consent of the Lessor  shall be  presented to Lessor in written form
with detailed  plans.  Consent shall be deemed  conditioned  upon Lessee's:  (i)
acquiring all  applicable  governmental  permits,  (ii)  furnishing  Lessor with
copies  of  both  the  permits  and  the  plans  and  specifications   prior  to
commencement  of the work,  and (iii)  compliance  with all  conditions  of said
permits and other  Applicable  Requirements in a prompt and expeditious  manner.
Any  Alternations or Utility  Installations  shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and  specifications.  For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee  providing a lien and  completion  bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility  Installation  and/or upon Lessee's
posting an additional Security Deposit with Lessor.

               (c)  Indemnification.  Lessee shall pay, when due, all claims for
labor or materials  furnished or alleged to have been furnished to or for Lessee
at or  for  use on the  Premises,  which  claims  are or may be  secured  by any
mechanic's or materialmen's  lien against the Premises or any interest  therein.
Lessee shall give Lessor not less than 10 days notice prior to the  commencement
of any work in, on or about the  Premises,  and  Lessor  shall have the right to
post notices of non-responsibility. If Lessee shall instead contest the validity
of any such lien, claim or demand, then Lessee shall, at its sole expense defend
and protect itself,  Lessor and the Premises  against the same and shall pay and
satisfy  any such  adverse  judgment  that may be  rendered  thereon  before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond
in an  amount  equal to 150% of the  amount  of such  contested  lien,  claim or
demand, indemnifying Lessor against liability for the same.

         7.4 Ownership; Removal; Surrender; and Restoration.

               (a) Ownership.  Subject to Lessor's  right to require  removal or
elect   ownership  as  hereinafter   provided,   all   Alterations  and  Utility
Installations  made by Lessee shall be the property of Lessee,  but considered a
part of the Premises.  Lessor may, at any time, elect in writing to be the owner
of all or any  specified  part  of the  Lessee  Owned  Alterations  and  Utility
Installations.  Unless  otherwise  instructed per Paragraph  7.4(b) hereof,  all
Lessee Owned Alterations and Utility  Installations  shall, at the expiration or
termination  of this Lease,  become the property of Lessor and be surrendered by
Lessee with the Premises.

               (b) Removal.  By delivery to Lessee of written notice from Lessor
not  earlier  than 90 and not later than 30 days prior to the end of the term of
this  Lease,  Lessor may require  that any or all Lessee  Owned  Alterations  or
Utility Installations be removed by the expiration or termination of this Lease.
Lessor  may  require  the  removal  at any time of all or any part of any Lessee
Owned Alterations or Utility Installations made without the required consent.

               (c) Surrender;  Restoration.  Lessee shall surrender the Premises
by the  Expiration  Date  or  any  earlier  termination  date,  with  all of the
improvements,  parts and surfaces thereof broom clean and free of debris, and in
good  operating  order,  condition  and state of repair,  ordinary wear and tear
excepted. "Ordinary wear and tear" shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding the
foregoing,  if this Lease is for 12 months or less,  then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with
NO  allowance  for  ordinary  wear and tear.  Lessee  shall  repair  any  damage
occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee
owned Alterations and/or Utility  Installations,  furnishings,  and equipment as
well as the removal of any storage tank installed by or for Lessee. Lessee shall
also  completely  remove  from the  Premises  any and all  Hazardous  Substances
brought onto the Premises by or for Lessee, or any third party (except Hazardous
Substances which were deposited via underground  migration from areas outside of
the Project)  even if such removal  would  require  Lessee to perform or pay for
work that  exceeds  statutory  requirements.  Trade  Fixtures  shall  remain the
property  of Lessee and shall be removed  by  Lessee.  The  failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express
written  consent of Lessor shall  constitute a holdover  under the provisions of
Paragraph 26 below.

         8. Insurance; Indemnity.

         8.1 Payment of Premium Increases.

               (a) As used herein, the term "Insurance Cost Increase" is defined
as any increase in the actual cost of the  insurance  applicable to the Building
and/or the Project and required to be carried by Lessor,  pursuant to Paragraphs
8.2(b),  8.3(a)  and  8.3(b),  ("Required  Insurance"),  over and above the Base
Premium, as hereinafter defined,  calculated on an annual basis.  Insurance Cost
Increase shall include,  but not be limited to,  requirements of the holder of a
mortgage  or deed of trust  covering  the  Premises,  Building  and/or  Project,
increased valuation of the Premises,  Building and/or Project,  and/or a general
premium rate increase.  The term  Insurance  Cost Increase  shall not,  however,
include any premium increases  resulting from the nature of the occupancy of any
other tenant of the Building. If the parties insert a dollar amount in Paragraph
1.9, such amount shall be considered the "Base  Premium." The Base Premium shall
be the annual premium  applicable to the 12 month period  immediately  preceding
the Start Date.  If,  however,  the Project was not insured for the  entirety of
such 12 month period,  then the Base Premium shall be the lowest annual  premium
reasonably  obtainable for the Required Insurance as of the Start Date, assuming
the most  nominal use  possible of the  Building.  In no event,  however,  shall
Lessee be  responsible  for any  portion of the  premium  cost  attributable  to
liability  insurance  coverage in excess of $2,000,000  procured under Paragraph
8.2(b).

               (b)  Lessee  shall  pay any  Insurance  Cost  Increase  to Lessor
pursuant to Paragraph 4.2.  Premiums for policy periods  commencing prior to, or
extending beyond,  the term of this Lease shall be prorated to coincide with the
corresponding Start Date or Expiration Date.

         8.2 Liability Insurance.

               (a) Carried by Lessee.  Lessee  shall  obtain and keep in force a
Commercial General Liability policy of insurance protecting Lessee and Lessor as
an additional  insured  against  claims for bodily injury,  personal  injury and
property  damage based upon or arising out of the ownership,  use,  occupancy or
maintenance of the Premises and all areas  appurtenant  thereto.  Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less than  $1,000,000 per occurrence  with an annual  aggregate of not less than
$2,000,000, an "Additional  Insured-Managers or Lessors of Premises Endorsement"
and contain the "Amendment of the Pollution  Exclusion  Endorsement"  for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any intro-insured  exclusions as between insured persons or  organizations,  but
shall  include  coverage for  liability  assumed under this Lease as an "insured
contract"  for the  performance  of Lessee's  indemnity  obligations  under this
Lease. The limits of said insurance shall not,  however,  limit the liability of
Lessee nor relieve Lessee of any obligation hereunder.  All insurance carried by
Lessee  shall be  primary to and not  contributory  with any  similar  insurance
carried by Lessor, whose insurance shall be as considered excess insurance only.

               (b) Carried by Lessor.  Lessor shall maintain liability insurance
as  described  in  Paragraph  8.2(a),  in  addition  to, and not in lieu of, the
insurance  required to be maintained by Lessee.  Lessee shall not be named as an
additional insured therein.

         8.3 Property Insurance - Building, Improvements and Rental Value.

               (a)  Building and  Improvements.  Lessor shall obtain and keep in
force a policy or policies of insurance in the name of Lessor, with loss payable
to Lessor, any ground-lessor,  and to any Lender insuring loss or damages to the
Premises.  The amount of such insurance  shall be equal to the full  replacement
cost of the  Premises,  as the same shall exist from time to time, or the amount
required by any Lender,  but in no event more than the  commercially  reasonable
and available  insurable  value thereof.  Lessee Owned  Alterations  and Utility
Installations,  Trade Fixtures,  and Lessee's personal property shall be insured
by Lessee under  Paragraph  8.4. If the coverage is available  and  commercially
appropriate,  such policy or policies  shall insure  against all risks of direct
physical  loss or damage  (except the perils of flood and/or  earthquake  unless
required by a Lender), including coverage for debris removal and the enforcement
of  any   Applicable   Requirements   requiring   the   upgrading,   demolition,
reconstruction  or replacement of any portion of the Premises as the result of a
covered  loss.  Said policy or policies  shall also contain an agreed  valuation
provision  in  lieu  of any  coinsurance  clause,  waiver  of  subrogation,  and
inflation guard protection  causing an increase in the annual property insurance
coverage  amount by a factor of not less than the adjusted  U.S.  Department  of
Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located.  If such insurance  coverage has a deductible  clause,
the deductible amount shall not exceed $1,000 per occurrence.

               (b) Rental  Value.  Lessor  shall also obtain and keep in force a
policy or  policies  in the name of Lessor  with loss  payable to Lessor and any
Lender,  insuring the loss of the full Rent for one year with an extended period
of  indemnity  for an  additional  180 days  ("Rental  Value  Insurance").  Said
insurance shall contain an agreed valuation provision in lieu of any coinsurance
clause,  and the amount of coverage  shall be  adjusted  annually to reflect the
projected Rent otherwise payable by Lessee, for the next 12 month period.

               (c)  Adjacent  Premises.  Lessee  shall  pay for any  foreseeable
increase in the premiums for the property  insurance of the Building and for the
Common  Areas or other  buildings  in the Project if said  increase is caused by
Lessee's acts, omissions, use or occupancy of the Premises.

               (d) Lessee's  Improvements.  Since Lessor is the Insuring  Party,
Lessor  shall not be required to insure  Lessee  Owned  Alterations  and Utility
Installations  unless the item in  question  has become the  property  of Lessor
under the terms of this Lease.

         8.4 Lessee's Property; Business Interruption Insurance.

               (a) Property Damage.  Lessee shall obtain and maintain  insurance
coverage on all of Lessee's personal property,  Trade Fixtures, and Lessee Owned
Alterations and Utility Installations.  Such insurance shall be full replacement
cost  coverage with a deductible  of not to exceed  $1,000 per  occurrence.  The
proceeds from any such insurance  shall be used by Lessee for the replacement of
personal  property,  Trade  Fixtures  and Lessee Owned  Alterations  and Utility
Installations.  Lessee  shall  provide  Lessor with written  evidence  that such
insurance is in force.

               (b) No  Representation  of  Adequate  Coverage.  Lessor  makes no
representation  that the  limits or forms of  coverage  of  insurance  specified
herein  are  adequate  to  cover  Lessee's  property,   business  operations  or
obligations under this Lease.

         8.5 Insurance Policies. Insurance required herein shall be by companies
duly  licensed or admitted to transact  business in the state where the Premises
are located,  and  maintaining  during the policy term a "General  Policyholders
Rating"  of at least B+, V, as set forth in the most  current  issue of  "Best's
Insurance  Guide",  or such other rating as may be required by a Lender.  Lessee
shall  not do or permit  to be done  anything  which  invalidates  the  required
insurance  policies.  Lessee shall,  prior to the Start Date,  deliver to Lessor
certified  copies of policies of such insurance or  certificates  evidencing the
existence  and  amounts  of the  required  insurance.  No such  policy  shall be
cancelable or subject to modification except, after 30 days prior written notice
to  Lessor.  Lessee  shall,  at least 30 days  prior to the  expiration  of such
policies,  furnish  Lessor with  evidence of  renewals  or  "insurance  binders"
evidencing  renewal  thereof,  or Lessor may order such insurance and charge the
cost  thereof to Lessee,  which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease,  whichever is less. If either Party shall fail
to procure and  maintain the  insurance  required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

         8.6  Waiver of  Subrogation.  Without  affecting  any  other  rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages  against the other,  for loss of or damage
to its property  arising out of or incident to the perils required to be insured
against  herein.  The effect of such  releases and waivers is not limited by the
amount of  insurance  carried  or  required,  or by any  deductibles  applicable
hereto.  The Parties agree to have their  respective  property damage  insurance
carriers  waive any right to  subrogation  that such  companies may have against
Lessor  or  Lessee,  as the  case  may  be,  so  long  as the  insurance  is not
invalidated thereby.

         8.7 Indemnity.  Except for Lessor's  negligence or willful  misconduct,
Lessee shall indemnify,  protect, defend and hold harmless the Premises,  Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims,  loss of rents  and/or  damages,  liens,  judgments,
penalties,  attorneys' and consultants' fees, expenses and/or liabilities rising
out of,  involving,  or in  connection  with,  the use and/or  occupancy  of the
Premises by Lessee.  If any action or  proceeding is brought  against  Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at  Lessee's  expense by counsel  reasonably  satisfactory  to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.

         8.8 Exemption of Lessor from Liability.  Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  HVAC or  lighting  fixtures,  or from any  other  cause,
whether the said  injury or damage  results  from  conditions  arising  upon the
Premises  or upon other  portions  of the  Building,  or from  other  sources or
places.  Lessor  shall not be liable  for any  damages  arising  from any act or
neglect of any other  tenant of Lessor nor from the failure of Lessor to enforce
the  provisions  of any  other  lease in the  Project.  Notwithstanding  Lessors
negligence  or breach of this  Lease,  Lessor  shall under no  circumstances  be
liable  for  injury  to  Lessee's  business  or for any loss of income or profit
therefrom.

         9. Damage or Destruction. See Rider

         9.1 Damage Near End of Term. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent,  whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days  following  the date of  occurrence  of such  damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend  this  Lease or to  purchase  the  Premises,  then  Lessee  may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance  proceeds (or adequate  assurance  thereof)  needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice  purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises  such option  during such  period and  provides  Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds,  Lessor
shall, at Lessor's commercially  reasonable expense,  repair such damage as soon
as reasonably  possible and this Lease shall  continue in full force and effect.
If Lessee  fails to exercise  such option and  provide  such funds or  assurance
during such period, then this Lease shall terminate on the date specified in the
termination notice and Lessee's option shall be extinguished.

         9.2 Abatement of Rent; Lessee's Remedies.

               (a)  Abatement.  In the  event  of  Premises  Partial  Damage  or
Premises Total Destruction or a Hazardous  Substance  Condition for which Lessee
is not responsible  under this Lease,  the Rent payable by Lessee for the period
required  for the repair,  remediation  or  restoration  of such damage shall be
abated in  proportion  to the degree to which  Lessee's  use of the  Premises is
impaired,  but not to  exceed  the  proceeds  received  from  the  Rental  Value
insurance.  All other  obligations  of Lessee  hereunder  shall be  performed by
Lessee,  and Lessor  shall have no liability  for any such damage,  destruction,
remediation, repair or restoration except as provided herein.

               (b)  Remedies.  If Lessor shall be obligated to repair or restore
the Premises and does not commence,  in a substantial  and meaningful  way, such
repair or restoration within 90 days after such obligation shall accrue,  Lessee
may, at any time prior to the  commencement of such repair or restoration,  give
written  notice to Lessor and to any Lenders of which Lessee has actual  notice,
of  Lessee's  election to  terminate  this Lease on a date not less than 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or  restoration  is not commenced  within 30 days  thereafter,  this Lease shall
terminate as of the date specified in said notice.  If the repair or restoration
is commenced  within such 30 days,  this Lease shall  continue in full force and
effect.  "Commence"  shall mean either the  unconditional  authorization  of the
preparation  of the required  plans,  or the beginning of the actual work on the
Premises, whichever first occurs.

         9.3  Termination;  Advance  Payments.  Upon  termination  of this Lease
pursuant to Paragraph  6.2(g) or Paragraph 9, an equitable  adjustment  shall be
made  concerning  advance Base Rent and shall  return in full any other  advance
payments made by Lessee to Lessor.  Lessor shall, in addition,  return to Lessee
so much of Lessee's Security Deposit as has not been, or is not then required to
be, used by Lessor.

         9.4 Waive  Statutes.  Lessor  and  Lessee  agree that the terms of this
Lease shall  govern the effect of any damage to or  destruction  of the Premises
with respect to the termination of this Lease and hereby waive the provisions of
any present or future statute to the extent inconsistent herewith.

         10. Real Property Taxes.

         10.1 Definitions.

               (a)  "Real  Property  Taxes."  As used  herein,  the  term  "Real
Property  Taxes" shall  include any form of  assessment;  real estate,  general,
special,  ordinary  or  extraordinary,   or  rental  levy  or  tax  (other  than
inheritance,  personal income or estate taxes);  improvement bond and/or license
fee imposed upon or levied against any legal or equitable  interest of Lessor in
the Project, Lessor's right to other income therefrom,  and/or Lessor's business
of leasing,  by any  authority  having the direct or  indirect  power to tax and
where the funds are generated  with  reference to the Project  address and where
the proceeds so generated  are to be applied by the city,  county or other local
taxing authority of a jurisdiction within which the Project is located. The term
"Real  Property  Taxes" shall also include any tax,  fee,  levy,  assessment  or
charge,  or any increase  therein,  imposed by reason of events occurring during
the term of this Lease,  including but not limited to, a change in the ownership
of the Project or any portion thereof or a change in the improvements thereon.

               (b) "Base Real  Property  Taxes." As used herein,  the term "Base
Real  Property  Taxes"  shall be the amount of Real  Property  Taxes,  which are
assessed against the Premises, Building, Project or Common Areas in the calendar
year during which the Lease is executed.  In calculating Real Property Taxes for
any calendar year, the Real Property Taxes for any real estate tax year shall be
included in the  calculation of Real Property Taxes for such calendar year based
upon the number of days which such calendar year and tax year have in common.

         10.2  Payment  of  Taxes.  Lessor  shall  pay the Real  Property  Taxes
applicable to the Project,  and except as otherwise  provided in Paragraph 10.3,
any  increases  in such  amounts  over the Base  Real  Property  Taxes  shall be
included in the calculation of Common Area Operating Expenses in accordance with
the provisions of Paragraph 4.2.

         10.3. Additional Improvements. Common Area Operating Expenses shall not
include Real Property  Taxes  specified in the tax  assessor's  records and work
sheets as being  caused by  additional  improvements  placed upon the Project by
other  lessees or by Lessor for the exclusive  enjoyment of such other  lessees.
Notwithstanding  Paragraph 10.2 hereof,  Lessee shall, however, pay to Lessor at
the time Common Area  Operating  Expenses are payable under  Paragraph  4.2, the
entirety of any increase in Real Property Taxes if assessed  solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by
Lessee or at Lessee's  request.  10.4 Joint  Assessment.  If the Building is not
separately  assessed,  Real Property Taxes allocated to the Building shall be an
equitable  proportion  of the  Real  Property  Taxes  for  all of the  land  and
improvements  included  within the tax parcel  assessed,  such  proportion to be
determined by Lessor from the respective  valuations  assigned in the assessor's
work sheets or such other information as may be reasonably  available.  Lessor's
reasonable determination thereof, in good faith, shall be conclusive.

         10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes  assessed  against and levied upon Lessee  Owned  Alterations  and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee  contained  in the  Premises.  When  possible,  Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment and all other personal  property to be assessed and billed  separately
from the real  property of Lessor.  If any of Lessee's  said  property  shall be
assessed  with  Lessor's  real  property,  Lessee  shall  pay  Lessor  the taxes
attributable  to  Lessee's  property  within 10 days after  receipt of a written
statement setting forth the taxes applicable to Lessee's property.

         11. Utilities. Lessee shall pay for all water, gas, heat, light, power,
telephone,  trash  disposal and other  utilities  and  services  supplied to the
Premises,  together with any taxes  thereon.  Notwithstanding  the provisions of
Paragraph 4.2, if at any time in Lessor's sole judgment,  Lessor determines that
Lessee  is  using a  disproportionate  amount  of  water,  electricity  or other
commonly metered utilities,  or that Lessee is generating such a large volume of
trash as to require an increase in the size of the  dumpster  and/or an increase
in the number of times per month that the  dumpster is emptied,  then Lessor may
increase  Lessee's  Base Rent by an amount equal to such  increased  costs.  See
Rider regarding allocation of utilities.

         12. Assignment and Subletting.

         12.1 Lessor's Consent Required.

               (a) Lessee shall not  voluntarily  or by operation of law assign,
transfer, mortgage or encumber (collectively,  "assign or assignment") or sublet
all or any part of Lessee's  interest in this Lease or in the  Premises  without
Lessor's prior written consent.

               (b) A  change  in the  control  of  Lessee  shall  constitute  an
assignment  requiring  consent.  The transfer,  on a cumulative basis, of 50% or
more of the voting  control of Lessee  shall  constitute a change in control for
this purpose.

               (c)  An  assignment  or  subletting  without  consent  shall,  at
Lessor's option,  be a Default curable after notice per Paragraph  13.1(c),  but
such  default  must be  cured  within  five  (5)  days of  notice  from  Lessor,
notwithstanding  any other notice and cure periods specified in the Lease. If it
is not cured  within such five (5) days notice  period,  it will be, at Lessor's
option,  a  noncurable  Breach  without  the  necessity  of any notice and grace
period. If Lessor elects to treat such unapproved  assignment or subletting as a
noncurable Breach,  Lessor may either: (i) terminate this Lease, or (ii) upon 30
days  written  notice,  increase  the monthly Base Rent to 110% of the Base Rent
then in effect. Further, in the event of such Breach and rental adjustment,  (1)
the purchase  price of any option to purchase the Premises  held by Lessee shall
be subject to similar  adjustment to 110% of the price previously in effect, and
(ii) all fixed and non-fixed rental  adjustments  scheduled during the remainder
of the Lease term shall be increased to 110% of the scheduled adjusted rent.

               (d) Lessee's  remedy for any breach of  Paragraph  12.1 by Lessor
shall be limited to compensatory damages and/or injunctive relief.

         12.2 Terms and Conditions Applicable to Assignment and Subletting.

               (a) Regardless of Lessor's consent,  any assignment or subletting
shall not:  (i) be  effective  without the express  written  assumption  by such
assignee or  sublessee  of the  obligations  of Lessee  under this  Lease,  (ii)
release  Lessee  of any  obligations  hereunder,  or  (iii)  alter  the  primary
liability of Lessee for the payment of Rent or for the  performance of any other
obligations to be performed by Lessee.

               (b) Lessor may accept Rent or performance of Lessee's obligations
from any  person  other  than  Lessee  pending  approval  or  disapproval  of an
assignment.  Neither a delay in the approval or disapproval  of such  assignment
nor the acceptance of Rent or performance  shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for Lessee's Default or Breach.

               (c) Lessor's  consent to any  assignment or subletting  shall not
constitute a consent to any subsequent assignment or subletting.

               (d) In the event of any  Default or Breach by Lessee,  Lessor may
proceed directly  against Lessee,  any Guarantors or anyone else responsible for
the performance of Lessee's obligations under this Lease, including any assignee
or  sublessee,  without first  exhausting  Lessor's  remedies  against any other
person or entity responsible therefor to Lessor, or any security held by lessor.

               (e) Each request for consent to an assignment or subletting shall
be in writing,  accompanied by information relevant to Lessor's determination as
to the financial  and  operational  responsibility  and  appropriateness  of the
proposed  assignee or  sublessee,  including but not limited to the intended use
and/or  required  modification of the Premises,  if any,  together with a fee of
$1,000 or 10% of the current  monthly Base Rent applicable to the portion of the
Premises which is the subject of the proposed assignment or sublease,  whichever
is greater,  as  consideration  for Lessor's  considering  and  processing  said
request.  Lessee  agrees  to  provide  Lessor  with  such  other  or  additional
information and/or documentation as may be reasonably requested.

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

         12.3  Additional  Terms and Conditions  Applicable to  Subletting.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this Lease whether or not expressly incorporated therein:

               (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all Rent payable on any  sublease,  and Lessor may collect such Rent
and apply same toward Lessee's obligations under this Lease; provided,  however,
that until a Breach  shall occur in the  performance  of  Lessee's  obligations,
Lessee may collect said Rent.  Lessor  shall not, by reason of the  foregoing or
any  assignment of such  sublease,  nor by reason of the  collection of Rent, be
deemed  liable to the  sublessee for any failure of Lessee to perform and comply
with any of Lessee's  obligations to such sublessee.  Lessee hereby  irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor stating that a Breach exists in the  performance of Lessee's  obligations
under  this  Lease,  to pay to Lessor  all Rent due and to become  due under the
sublease.  Sublessee  shall rely upon any such  notice from Lessor and shall pay
all Rents to Lessor  without  any  obligation  or right to inquire as to whether
such Breach exists, notwithstanding any claim from Lessee to the contrary.

               (b) In the  event of a  Breach  by  Lessee,  Lessor  may,  at its
option,  require  sublessee  to attorn to Lessor,  in which event  Lessor  shall
undertake the  obligations of the sublessor under such sublease from the time of
the  exercise  of said  option to the  expiration  of such  sublease;  provided,
however,  Lessor shall not be liable for any prepaid  rents or security  deposit
paid by such  sublessee to such  sublessor or for any prior Defaults or Breaches
of such sublessor.

               (c) Any matter  requiring  the consent of the  sublessor  under a
sublease shall also require the consent of Lessor.

               (d) No sublessee  shall further  assign or sublet all or any part
of the Premises without Lessor's prior written consent.

               (e)  Lessor  shall  deliver a copy of any  notice of  Default  or
Breach by Lessee to the sublessee,  who shall have the right to cure the Default
of Lessee  within  the grace  period,  if any,  specified  in such  notice.  The
sublessee shall have a right of reimbursement and offset from and against Lessee
for any such Defaults cured by the sublessee.

         13. Default; Breach; Remedies.

         13.1 Default; Breach. A "Default" is defined as a failure by the Lessee
to comply with or perform any of the terms,  covenants,  conditions or Rules and
Regulations  under this Lease. A "Breach" is defined as the occurrence of one or
more of the following  Defaults,  and the failure of Lessee to cure such Default
within any applicable grace period:

               (a) The  abandonment  of the  Premises;  or the  vacating  of the
Premises without providing a commercially reasonable level of security, or where
the coverage of the property insurance described in Paragraph 8.3 is jeopardized
as a result  thereof,  or without  providing  reasonable  assurances to minimize
potential vandalism.

               (b) The  failure  of  Lessee to make any  payment  of Rent or any
Security Deposit required to be made by Lessee  hereunder,  whether to Lessor or
to a third  party,  when due, to provide a  reasonable  evidence of insurance or
surety bond, or to fulfill any  obligation  under this Lease which  endangers or
threatens  life or  property,  where such failure  continues  for a period of 10
business days following written notice to Lessee.

               (c) The  failure  by Lessee to  provide  (i)  reasonable  written
evidence of compliance with Applicable Requirements, (ii) the service contracts,
(iii) the  rescission  of an  unauthorized  assignment  or  subletting,  (iv) an
Estoppel Certificate,  (v) a requested  subordination,  (vi) evidence concerning
any guaranty and/or Guarantor,  (vii) any document  requested under Paragraph 41
(easements),  or (viii) any other  documentation or information which Lessor may
reasonably  require  of Lessee  under the  terms of this  Lease,  where any such
failure continues for a period of 10 days following written notice to Lessee.

               (d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease,  or of the rules  adopted under  Paragraph 2.9 hereof,
other than those described in subparagraphs  13.1(a),  (b) or (c), above,  where
such Default  continues for a period of 30 days after written notice;  provided,
however,  that if the nature of Lessee's  Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach
if  Lessee  commences  such  cure  within  said  30 day  period  and  thereafter
diligently prosecutes such cure to completion.

               (e) The occurrence of any of the following events: (i) the making
of any general  arrangement  or assignment  for the benefit of  creditors;  (ii)
becoming a "debtor"  as defined  in 11 U.S.C.  ss.101 or any  successor  statute
thereto  (unless,  in the case of a petition filed against  Lessee,  the same is
dismissed  within 60 days);  (iii) the  appointment  of a trustee or receiver to
take possession of substantially  all of Lessee's assets located at the Premises
or of Lessee's  interest  in this Lease,  where  possession  is not  restored to
Lessee  within 60 days;  or (iv) the  attachment,  execution  or other  judicial
seizure of  substantially  all of Lessee's  assets located at the Premises or of
Lessee's interest in this Lease,  where such seizure is not discharged within 60
days;  provided,  however,  in the event that any provision of this subparagraph
(e) is contrary to any applicable  law, such  provision  shall be of no force or
effect, and not affect the validity of the remaining provisions.

               (f) The discovery  that any  financial  statement of Lessee or of
any Guarantor given to Lessor was materially false.

               (g) If the performance of Lessee's  obligations  under this Lease
is guaranteed:  (i) the  termination of a Guarantor's  liability with respect to
this Lease  other than in  accordance  with the terms of such  guaranty,  (ii) a
Guarantor's  becoming insolvent or the subject of a bankruptcy  filing,  (iii) a
Guarantor's  refusal to honor the guaranty or (iv) a  Guarantor's  breach of its
guaranty  obligation on an anticipatory  basis, and Lessee's failure,  within 60
days following written notice of any such event, to provide written  alternative
assurance or security,  which, when coupled with the then existing  resources of
Lessee,  equals or exceeds the  combined  financial  resources of Lessee and the
Guarantors that existed at the time of execution of this Lease.

         13.2 Remedies. If Lessee fails to perform any of its affirmative duties
or obligations, within 10 days after written notice (or in case of an emergency,
without notice),  Lessor may, at its option,  perform such duty or obligation on
Lessee's  behalf,  including  but not  limited to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee upon  receipt of invoice  therefor.  If any check given to
Lessor  by  Lessee  shall not be  honored  by the bank  upon  which it is drawn,
Lessor,  at its option,  may require all future payments to be made by Lessee to
be by cashier's  check.  In the event of a Breach,  Lessor may,  with or without
further  notice or demand,  and without  limiting  Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

               (a) Terminate Lessee's right to possession of the Premises by any
lawful  means,  in which  case this  Lease  shall  terminate  and  Lessee  shall
immediately  surrender  possession  to  Lessor.  In such event  Lessor  shall be
entitled to recover  from  Lessee:  (i) the unpaid Rent which had been earned at
the time of  termination;  (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 that the Lessee  proves
could have been reasonably avoided;  (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 the Lessee  proves  could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the  detriment  proximately  caused by the  Lessee's  failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely to result therefrom,  including but not limited to the cost of recovering
possession  of  the  Premises,   expenses  of  reletting,   including  necessary
renovation and alteration of the Premises,  reasonable attorneys' fees, and that
portion of any leasing  commission  paid by Lessor in connection with this Lease
applicable to the unexpired  term of this Lease.  The worth at the time of award
of the  amount  referred  to in  provision  (iii) of the  immediately  preceding
sentence  shall be computed by  discounting  such amount at the discount rate of
the Federal  Reserve Bank of the District  within which the Premises are located
at the time of award plus one  percent.  Efforts by Lessor to  mitigate  damages
caused by  Lessee's  Breach of this  Lease  shall  not waive  Lessor's  right to
recover  damages under  Paragraph 12. If  termination  of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover in such  proceeding  any unpaid Rent and  damages as are  recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period  required  under  Paragraph 13.1 was
not previously  given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful  detainer  statute shall also constitute the notice
required by Paragraph  13.1. In such case, the applicable  grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,  and
the  failure of Lessee to cure the  Default  within the  greater of the two such
grace periods shall  constitute  both an unlawful  detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

               (b)  Continue  the Lease and  Lessee's  right to  possession  and
recover the Rent as it becomes  due, in which event Lessee may sublet or assign,
subject only to reasonable limitations.  Acts of maintenance,  efforts to relet,
and/or the  appointment of a receiver to protect the Lessor's  interests,  shall
not constitute a termination of the Lessee's right to possession.

               (c) Pursue any other remedy now or hereafter  available under the
laws or judicial  decisions of the state  wherein the Premises are located.  The
expiration or termination of this Lease and/or the termination of Lessee's right
to  possession  shall not relieve  Lessee  from  liability  under any  indemnity
provisions  of this Lease as to matters  occurring  or accruing  during the term
hereof or by reason of Lessee's occupancy of the Premises.

         13.3  Inducement  Recapture.  Any  agreement for free or abated rent or
other  charges,  or for the  giving or paying by Lessor to or for  Lessee of any
cash or other bonus, inducement or consideration for Lessee's entering into this
Lease,  all of which  concessions  are  hereinafter  referred to as  "Inducement
Provisions",  shall be  deemed  conditioned  upon  Lessee's  full  and  faithful
performance of all of the terms,  covenants and  conditions of this Lease.  Upon
Breach  of  this  Lease  by  Lessee,   any  such   Inducement   Provision  shall
automatically  be deemed  deleted  from this  Lease and of no  further  force or
effect,  and  any  rent,  other  charge,  bonus,   inducement  or  consideration
theretofore abated,  given or paid by Lessor under such an Inducement  Provision
shall be immediately  due and payable by Lessee to Lessor,  notwithstanding  any
subsequent  cure of said Breach by Lessee.  The  acceptance by Lessor of rent or
the cure of the Breach which initiated the operation of this paragraph shall not
be  deemed a  waiver  by  lessor  of the  provisions  of this  paragraph  unless
specifically so stated in writing by Lessor at the time of acceptance.

         13.4 Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee of Rent will cause Lessor to incur costs not  contemplated by this Lease,
the exact amount of which will be extremely  difficult to ascertain.  Such costs
include,  but are not limited to,  processing and accounting  charges,  and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be  received by Lessor  within 5 days after such amount  shall be due,
then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and
reasonable  estimate  of the  costs  Lessor  will  incur by  reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent the exercise of any of the other rights and remedies granted  hereunder.
In the event that a late charge is payable hereunder,  whether or not collected,
for 3 consecutive  installments of Base Rent, then notwithstanding any provision
of this Lease to the contrary,  Base Rent shall, at Lessor's option,  become due
and payable quarterly in advance.

         13.5 Interest.  Any monetary payment due Lessor  hereunder,  other than
late charges, not received by Lessor, when due as to scheduled payments (such as
Base  Rent)  or  within  30 days  following  the  date on  which  it was due for
non-scheduled  payment,  shall  bear  interest  from the date  when  due,  as to
scheduled  payments,  or the  31st  day  after  it was  due as to  non-scheduled
payments.  The interest  ("Interest")  charged .shall be equal to the prime rate
reported in the Wall Street Journal as published  closest prior to the date when
due plus 4%, but shall not exceed the maximum rate  allowed by law.  Interest is
payable in addition to the potential late charge provided for in Paragraph 13.4.

         13.6 Breach by Lessor.

               (a)  Notice of  Breach.  Lessor  shall not be deemed in breach of
this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time  shall in no event be less than 30 days after  receipt  by Lessor,  and any
Lender whose name and address  shall have been  furnished  Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such that more than 30 days are reasonably required for its performance, then
Lessor shall not be in breach if  performance  is  commenced  within such 30 day
period and thereafter diligently pursued to completion.

               (b) Performance by Lessee on Behalf of Lessor.  In the event that
neither  Lessor  nor  Lender  cures  said  breach  within  30 days (or  within a
reasonable  time,  in case of  emergency)  after  receipt of said notice,  or if
having commenced said cure they do not diligently pursue it to completion,  then
Lessee may elect to cure said breach at Lessee's expense and offset from Rent an
amount equal to the greater of one month's  Base Rent or the  Security  Deposit,
and to pay an excess of such expense under protest,  reserving Lessee's right to
reimbursement  from  Lessor.  Lessee  shall  document  the cost of said cure and
supply said documentation to Lessor.

         14.  Condemnation.  If the  Premises or any  portion  thereof are taken
under the power of eminent  domain or sold under the threat of the  exercise  of
said power (collectively  "Condemnation"),  this Lease shall terminate as to the
part taken as of the date the  condemning  authority  takes title or possession,
whichever first occurs.  If more than 10% of the floor area of the Unit, or more
than 25% of Lessee's Reserved Parking Spaces,  is taken by Condemnation,  Lessee
may, at Lessee's option,  to be exercised in writing within 10 days after Lessor
shall have given Lessee written notice of such taking (or in the absence of such
notice,  within  10  days  after  the  condemning  authority  shall  have  taken
possession)  terminate this Lease as of the date the condemning  authority takes
such possession.  If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to the  reduction  in  utility  of the  Premises  caused  by such  Condemnation.
Condemnation  awards and/or  payments  shall be the property of Lessor,  whether
such  award  shall  be made as  compensation  for  diminution  in  value  of the
leasehold,  the value of the part taken,  or for  severance  damages;  provided,
however,  that  Lessee  shall  be  entitled  to any  compensation  for  Lessee's
relocation  expenses,  loss of business goodwill and/or Trade Fixtures,  without
regard to whether or not this Lease is terminated  pursuant to the provisions of
this Paragraph.  All Alterations and Utility  Installations made to the Premises
by Lessee,  for purposes of Condemnation  only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation  which is
payable  therefor.  In the event that this Lease is not  terminated by reason of
the Condemnation,  Lessor shall repair any damage to the Premises caused by such
Condemnation.

         15. Representations and Indemnities of Broker Relationships. Lessee and
Lessor each  represent and warrant to the other that it has had no dealings with
any person,  firm,  broker or finder, in connection with this Lease, is entitled
to any commission or finder's fee in connection  herewith.  Lessee and Lessor do
each hereby agree to indemnify, protect, defend and hold the other harmless from
and against  liability for  compensation  or charges which may be claimed by any
such unnamed broker,  finder or other similar party by reason of any dealings or
actions of the indemnifying  Party,  including any costs,  expenses,  attorneys'
fees reasonably incurred with respect thereto.

         16. Estoppel Certificates.

               (a) Each Party (as "Responding Party") shall within 10 days after
written  notice  from  the  other  Party  (the   "Requesting   Party")  execute,
acknowledge  and deliver to the Requesting  Party a statement in writing in form
similar to the then most current  "Estoppel  Certificate"  form published by the
American Industrial Real Estate Association,  plus such additional  information,
confirmation and/or statements as may be reasonably  requested by the Requesting
Party.

               (b) If the Responding  Party shall fail to execute or deliver the
Estoppel Certificate within such 10 day period, the Requesting Party may execute
an Estoppel  Certificate stating that: (i) the Lease is in full force and effect
without  modification except as may be represented by the Requesting Party, (ii)
there are no uncured defaults in the Requesting Party's  performance,  and (iii)
if Lessor is the Requesting  Party, not more than one month's rent has been paid
in  advance.   Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting  Party's  Estoppel  Certificate,  and the  Responding  Party shall be
estopped from denying the truth of the facts contained in said Certificate.

               (c)  If  Lessor  desires  to  finance,  refinance,  or  sell  the
Premises,  or any part thereof,  Lessee and all Guarantors  shall deliver to any
potential lender or purchaser  designated by Lessor such financial statements as
may be  reasonably  required  by such  lender or  purchaser,  including  but not
limited  to  Lessee's  financial  statements  for the  past 3  years.  All  such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

         17.  Definition of Lessor.  The term "Lessor" as used herein shall mean
the owner or owners at the time in  question  of the fee title to the  Premises,
or, if this is a sublease,  of the Lessee's  interest in the prior lease. In the
event of a transfer of Lessor's title or interest in the Premises or this Lease,
Lessor shall  deliver to the  transferee  or assignee (in cash or by credit) any
unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon
such transfer or assignment and delivery of the Security Deposit,  as aforesaid,
the  prior  Lessor  shall be  relieved  of all  liability  with  respect  to the
obligations  and/or covenants under this Lease thereafter to be performed by the
Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease
to be  performed  by the  Lessor  shall  be  binding  only  upon the  Lessor  as
hereinabove defined. Notwithstanding the above, and subject to the provisions of
Paragraph 20 below,  the original  Lessor under this Lease,  and all  subsequent
holders  of the  Lessor's  interest  in  this  Lease  shall  remain  liable  and
responsible  with  regard to the  potential  duties  and  liabilities  of Lessor
pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

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

         19. Days. Unless otherwise  specifically indicated to the contrary, the
word, "days" as used in this Lease shall mean and refer to calendar days.

         20.  Limitation  on  Liability.  Subject to  provisions of Paragraph 17
above, the obligations of Lessor under this Lease shall not constitute  personal
obligations  of  Lessor,  the  individual  partners  of  Lessor  or its or their
individual partners, directors, officers or shareholders,  and Lessee shall look
to the Premises,  and to no other assets of Lessor,  for the satisfaction of any
liability  of Lessor  with  respect to this Lease,  and shall not seek  recourse
against the individual partners of Lessor, or its or their individual  partners,
directors,  officers or  shareholders,  or any of their personal assets for such
satisfaction.

         21.  Time  of  Essence.  Time is of the  essence  with  respect  to the
performance of all  obligations to be performed or observed by the Parties under
this Lease.

         22.  No  Prior or  Other  Agreements;  Broker  Disclaimer.  This  Lease
contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous  agreement or understanding  shall
be effective,  other than the Asset Purchase Agreement described in the attached
Rider.  Lessor and Lessee each  represent  and warrant to the Brokers  that they
have made,  and are  relying  solely  upon,  their own  investigation  as to the
nature,  quality,  character and financial  responsibility of the other Party to
this Lease and as to the use,  nature,  quality and  character of the  Premises.
Brokers  have no  responsibility  with  respect  thereto or with  respect to any
default or breach hereof by either Party.

         23. Notices.

         23.1 Notice  Requirements.  All notices  required or  permitted by this
Lease or  applicable  law shall be in writing and may be delivered in person (by
hand or by courier) or may be sent by regular,  certified or registered  mail or
U.S.  Postal  Service  Express  Mail,  with  postage  prepaid,  or by  facsimile
transmission,  and  shall be  deemed  sufficiently  given if  served in a manner
specified  in this  Paragraph  23. The  addressed  noted  adjacent  to a Party's
signature on this Lease shall be that Party's address for delivery or mailing of
notices.  Either  Party may by written  notice to the other  specify a different
address for notice, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessee's address for notice. A copy of all notices
to Lessor  shall be  concurrently  transmitted  to such party or parties at such
addresses as Lessor may from time to time hereafter designate in writing.

         23.2 Date of Notice.  Any notice sent by registered or certified  mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular  mail the  notice  shall be deemed  given 48 hours  after the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by United  States  Express Mail or overnight  courier  that  guarantee  next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier.  Notices  transmitted by facsimile  transmission  or similar
means  shall  be  deemed  delivered  upon  telephone   confirmation  of  receipt
(confirmation  report from fax machine is  sufficient),  provided a copy is also
delivered via delivery or mail.  If notice is received on a Saturday,  Sunday or
legal holiday, it shall be deemed received on the next business day.

         24. Waivers.  No waiver by Lessor of the Default or Breach of any term,
covenant or  condition  hereof by Lessee,  shall be deemed a waiver of any other
term,  covenant or condition hereof,  or of any subsequent  Default or Breach by
Lessee of the same or of any other term, covenant or condition hereof.  Lessor's
consent  to, or approval  of, any act shall not be deemed to render  unnecessary
the obtaining of Lessor's  consent to, or approval of, any subsequent or similar
act by Lessee,  or be  construed  as the basis of an  estoppel  to  enforce  the
provision or provisions of this Lease requiring such consent.  The acceptance of
Rent by Lessor  shall not be a waiver of any  Default or Breach by  Lessee.  Any
payment by Lessee may be  accepted by Lessor on account of monies or damages due
Lessor,  notwithstanding any qualifying  statements or conditions made by Lessee
in connection therewith,  which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.

         25. No Right To Holdover.  Lessee has no right to retain  possession of
the Premises or any part thereof  beyond the  expiration or  termination of this
Lease.  In the  event  that  Lessee  holds  over,  then the Base  Rent  shall be
increased  to  150%  of the  Base  Rent  applicable  immediately  preceding  the
expiration  or  termination.  Nothing  contained  herein  shall be  construed as
consent by Lessor to any holding over by Lessee.

         26.  Cumulative  Remedies.  No remedy or  election  hereunder  shall be
deemed  exclusive but shall,  wherever  possible,  be cumulative  with all other
remedies at law or in equity.

         27. Covenants and Conditions; Construction of Agreement. All provisions
of this Lease to be  observed  or  performed  by Lessee are both  covenants  and
conditions.  In  construing  this  Lease,  all  headings  and titles are for the
convenience  of the  Parties  only and  shall not be  considered  a part of this
Lease.  Whenever required by the context,  the singular shall include the plural
and vice versa.  This Lease shall not be  construed as if prepared by one of the
Parties, but rather according to its fair meaning as a whole, as if both Parties
had prepared it.

         28. Binding Effect; Choice of Law. This Lease shall be binding upon the
parties, their personal representatives,  successors and assigns and be governed
by the laws of the State in which  the  Premises  are  located.  Any  litigation
between the Parties  hereto  concerning  this Lease  shall be  initiated  in the
county in which the Premises are located.

         29. Subordination; Attornment; Non-Disturbance.

         29.1  Subordination.  Subject  to  Paragraph  30.3,  this Lease and any
Option  granted  hereby shall be subject and  subordinate  to any ground  lease,
mortgage,   deed  of  trust,   or  other   hypothecation   or  security   device
(collectively, "Security Device"), now or hereafter placed upon the Premises, to
any  and  all  advances  made  on the  security  thereof,  and to all  renewals,
modifications,  and  extensions  thereof.  Lessee agrees that the holders of any
such Security  Devices (in this Lease  together  referred to as "Lender")  shall
have no  liability or  obligation  to perform any of the  obligations  of Lessor
under this  Lease.  Any  Lender  may elect to have this Lease  and/or any Option
granted  hereby  superior to the lien of its Security  Device by giving  written
notice thereof to Lessee,  whereupon this Lease and such Options shall be deemed
prior  to such  Security  Device,  notwithstanding  the  relative  dates  of the
documentation or recordation thereof.

         29.2 Attornment. Subject to the non-disturbance provisions of Paragraph
29.3,  Lessee  agrees to attorn  to a Lender  or any  other  party who  acquires
ownership of the Premises by reason of a foreclosure of a Security  Device,  and
that in the event of such  foreclosure,  such new owner shall not: (a) be liable
for any act or omission of any prior lessor or with respect to events  occurring
prior to  acquisition  of  ownership;  (b) be subject to any offsets or defenses
which Lessee might have against any prior lessor,  (c) be bound by prepayment of
more than one month's  rent,  or  provided  such new owner  otherwise  agrees in
writing to be bound by the terms hereof, and (d) be liable for the return of any
security deposit paid to any prior lessor.

         29.3 Non-Disturbance.  With respect to Security Devices entered into by
Lessor after the execution of this Lease,  Lessee's  subordination of this Lease
shall be conditioned  upon receiving a commercially  reasonable  non-disturbance
agreement (a "Non-Disturbance Agreement") from the Lender, which Non-Disturbance
Agreement  provides  that Lessee's  possession of the Premises,  and this Lease,
including  any options to extend the term hereof,  will not be disturbed so long
as  Lessee  is not in Breach  hereof  and  attorns  to the  record  owner of the
Premises.  Further,  within 60 days after the  execution  of this Lease,  Lessor
shall  use its  commercially  reasonable  efforts  to  obtain a  Non-Disturbance
Agreement from the holder of any  pre-existing  Security Device which is secured
by  the   Premises.   In  the  event  that  Lessor  is  unable  to  provide  the
Non-Disturbance  Agreement  within  said 60 days,  then  Lessee may, at Lessee's
option,  directly  contact Lender and attempt to negotiate for the execution and
delivery of a Non-Disturbance Agreement.

         29.4  Self-Executing.  The  agreements  contained in this  Paragraph 30
shall be effective  without the  execution of any further  documents;  provided,
however, that, upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of the Premises,  Lessee and Lessor shall execute
further  writings as may be  reasonably  required  to  separately  document  any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

         30.  Attorneys'  Fees.  If any  Party or  Broker  brings  an  action or
proceeding  involving the Premises whether founded in tort,  contract or equity,
or to declare rights hereunder,  the Prevailing Party (as hereafter  defined) in
any such proceeding,  action, or appeal thereon, shall be entitled to reasonable
attorneys'  fees.  Such fees may be awarded in the same suit or  recovered  in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include,  without limitation,  a
Party or Broker who  substantially  obtains or defeats the relief sought, as the
case may be, whether by compromise,  settlement, judgment, or the abandonment by
the other Party or Broker of its claim or  defense.  The  attorneys'  fees award
shall not be computed in accordance  with any court fee  schedule,  but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor shall be entitled to attorneys' fees, costs and expenses  incurred in the
preparation  and service of notices of Default and  consultations  in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  Default  or  resulting  Breach  ($200 is a  reasonable  minimum  per
occurrence for such services and consultation).

         31. Lessor's Access;  Showing  Premises;  Repairs.  Lessor and Lessor's
agents shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to prospective  purchasers,  lenders,  or tenants,  and making such alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary.
All such activities  shall be without  abatement of rent or liability to Lessee.
Lessor may at any time place on the Premises  any ordinary  "For Sale" signs and
Lessor may during the last 6 months of the term hereof place on the Premises any
ordinary  "For Lease"  signs.  Lessee may at any time place on the  Premises any
ordinary "For Sublease" sign.

         32. Auctions. Lessee shall not conduct, nor permit to be conducted, any
auction upon the Premises without  Lessor's prior written consent.  Lessor shall
not be  obligated  to exercise any  standard of  reasonableness  in  determining
whether to permit an auction.

         33. Signs. Except for ordinary "For Sublease" signs which may be placed
on the  Premises,  Lessee  shall not place  nay sign  upon the  Project  without
Lessor's  prior  written  consent.  All signs must  comply  with all  Applicable
Requirements.

         34.  Termination;  Merger.  Unless  specifically  stated  otherwise  in
writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the
mutual termination or cancellation hereof, or a termination hereof by Lessor for
Breach by Lessee, shall automatically terminate any sublease or lesser estate in
the Premises;  provided,  however,  that Lessor may elect to continue any one or
all existing  subtenancies.  Lessor's  failure within 10 days following any such
event to elect to the  contrary  by  written  notice  to the  holder of any such
lesser  interest,   shall  constitute  Lessor's  election  to  have  such  event
constitute the termination of such interest.

         35. Consents.  Except as otherwise  provided  herein,  wherever in this
Lease the consent of a Party is  required  to an act by or for the other  Party,
such consent  shall not be  unreasonably  withheld or delayed.  Lessor's  actual
reasonable  costs  and  expenses  (including  but not  limited  to  architects',
attorneys',   engineers'   and  other   consultants'   fees)   incurred  in  the
consideration  of, or response  to, a request by Lessee for any Lessor  consent,
including  but not limited to consents to an  assignment,  a  subletting  or the
presence or use of a Hazardous  Substance,  shall be paid by Lessee upon receipt
of an invoice and supporting  documentation  therefor.  Lessor's  consent to any
act,  assignment or subletting  shall not constitute an  acknowledgment  that no
Default or Breach by Lessee of this  Lease  exists,  nor shall  such  consent be
deemed a  waiver  of any then  existing  Default  or  Breach,  except  as may be
otherwise  specifically stated in writing by Lessor at the time of such consent.
The failure to specify herein any particular condition to Lessor's consent shall
not preclude the  imposition by Lessor at the time of consent of such further or
other conditions as are then reasonable with reference to the particular  matter
for which consent is being given.  In the event that either Party disagrees with
any  determination  made by the other  hereunder  and  reasonably  requests  the
reasons for such determination,  the determining party shall furnish its reasons
in writing and in  reasonable  detail  within 10 business  days  following  such
request.

         36. Guarantor.

         36.1 Execution.  The Guarantors,  if any, shall each execute a guaranty
in the form most  recently  published  by the  American  Industrial  Real Estate
Association,  and each such Guarantor shall have the same  obligations as Lessee
under this Lease.

         36.2  Default.  It shall  constitute  a  Default  of the  Lessee if any
Guarantor  fails or  refuses,  upon  request to  provide:  (a)  evidence  of the
execution of the  guaranty,  including  the  authority  of the party  signing on
Guarantor's  behalf  to  obligate  Guarantor,  and in the  case  of a  corporate
Guarantor,  a  certified  copy  of  a  resolution  of  its  board  of  directors
authorizing the making of such guaranty,  (b) current financial statements,  (c)
an Estoppel Certificate,  or (d) written confirmation that the guaranty is still
in effect.

         37.  Quiet  Possession.  Subject  to  payment by Lessee of the Rent and
performance of all of the covenants,  conditions and provisions on Lessee's part
to be  observed  and  performed  under  this  Lease,  Lessee  shall  have  quiet
possession and quiet enjoyment of the Premises during the term hereof.

         38. Options. If Lessee is granted an option, as defined below, then the
following provisions shall apply.

         38.1 Definition.  "Option" shall mean: (a) the right to extend the term
of or renew this Lease or to extend or renew any lease that  Lessee has on other
property  of  Lessor;  (b) the right of first  refusal  or first  offer to lease
either the Premises or other  property of Lessor;  and (c) the right to purchase
or the right of first  refusal to purchase  the  Premises  or other  property of
Lessor.

         38.2  Multiple  Options.  In the event  that  Lessee  has any  multiple
Options to extend or renew this Lease, a later Option cannot be exercised unless
the prior Options have been validly exercised.

         38.3 Effect of Default on Options.

               (a) Lessee shall have no right to exercise an Option:  (i) during
the period  commencing  with the giving of any notice of Default and  continuing
until said  Default is cured,  (ii) during the period of time any Rent is unpaid
(without  regard to whether notice  thereof is given  Lessee),  (iii) during the
time  Lessee is in Breach of this  Lease,  or (iv) in the event that  Lessee has
been given 3 or more  notices of separate  Default,  whether or not the Defaults
are cured, during the 12 month period immediately  preceding the exercise of the
Option.

               (b) The period of time  within  which an Option may be  exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 38.3(a).

               (c) An  Option  shall  terminate  and be of no  further  force or
effect,  notwithstanding  Lessee's  due and timely  exercise of the Option,  if,
after such  exercise and prior to the  commencement  of the extended  term,  (i)
Lessee  fails to pay Rent for a period of 30 days  after such Rent  becomes  due
(without any necessity of Lessor to give notice  thereof),  (ii) Lessor gives to
Lessee 3 or more notices of separate Default during any 12 month period, whether
or not the  Defaults  are  cured,  or (iii) if  Lessee  commits a Breach of this
Lease.

         39. Security Measures. Lessee hereby acknowledges that the Rent payable
to Lessor hereunder does not include the cost of guard service or other security
measures,  and that Lessor shall have no obligation  whatsoever to provide same.
Lessee assumes all  responsibility  for the protection of the Premises,  Lessee,
its agents and invitees and their property from the acts of third parties.

         40. Reservations.  Lessor reserves the right: (i) to grant, without the
consent or joinder of Lessee, such easements, rights and dedications that Lessor
deems necessary,  (ii) to cause the recordation of parcel maps and restrictions,
and  (iii) to  create  and/or  install  new  utility  raceways,  so long as such
easements, rights, dedications,  maps, restrictions, and utility raceways do not
unreasonably  interfere with the use of the Premises by Lessee. Lessee agrees to
sign any documents reasonably requested by Lessor to effectuate such rights.

         41. Performance Under Protest.  If at any time a dispute shall arise as
to any  amount or sum of money to be paid by one  Party to the  other  under the
provisions  hereof,  the Party  against whom the  obligation to pay the money is
asserted shall have the right to make payment  "under  protest" and such payment
shall not be regarded as a voluntary  payment and there shall  survive the right
on the part of said Party to  institute  suit for  recovery  of such sum.  If it
shall be adjudged  that there was no legal  obligation on the part of said Party
to pay such sum or any part  thereof,  said Party  shall be  entitled to recover
such sum or so much thereof as it was not legally required to pay.

         42. Authority. If either Party hereto is a corporation,  trust, limited
liability company,  partnership,  or similar entity,  each individual  executing
this Lease on behalf of such entity  represents  and warrants  that he or she is
duly  authorized  to execute  and deliver  this Lease on its behalf.  Each party
shall,  within 30 days after  request,  deliver to the other party  satisfactory
evidence of such authority.

         43. Conflict. Any conflict between the printed provisions of this Lease
and the  typewritten  or  handwritten  provisions  shall  be  controlled  by the
typewritten or handwritten provisions.

         44. Offer. Preparation of this Lease by either party or their agent and
submission  of same to the other  Party shall not be deemed an offer to lease to
the other  Party.  This Lease is not intended to be binding  until  executed and
delivered by all Parties hereto.

         45. Amendments.  This Lease may be modified only in writing,  signed by
the Parties in interest at the time of the modification.  As long as they do not
materially  change Lessee's  obligations  hereunder,  Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as may  be  reasonably
required by a Lender in  connection  with the  obtaining of normal  financing or
refinancing of the Premises.

         46.  Waiver of Jury Trial.  The Parties  hereby waive their  respective
rights to trial by jury in any action or  proceeding  involving  the Property or
arising out of this Agreement.

         LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
TERM AND  PROVISION  CONTAINED  HEREIN,  AND BY THE EXECUTION OF THIS LEASE SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT
THE TIME  THIS  LEASE IS  EXECUTED,  THE TERMS OF THIS  LEASE  ARE  COMMERCIALLY
REASONABLE  AND  EFFECTUATE  THE  INTENT AND  PURPOSE OF LESSOR AND LESSEE  WITH
RESPECT TO THE PREMISES.

         ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT OR TAX  CONSEQUENCES  OF THIS LEASE OR THE  TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

         1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX  CONSEQUENCES OF THIS
LEASE.

         2.  RETAIN  APPROPRIATE  CONSULTANTS  TO  REVIEW  AND  INVESTIGATE  THE
CONDITION OF THE PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED
TO: THE POSSIBLE PRESENCE OF HAZARDOUS  SUBSTANCES,  THE ZONING OF THE PREMISES,
THE  STRUCTURAL  INTEGRITY,  THE  CONDITION OF THE ROOF AND  OPERATING  SYSTEMS,
COMPLIANCE WITH THE AMERICANS WITH  DISABILITIES  ACT AND THE SUITABILITY OF THE
PREMISES FOR LESSEE'S INTENDED USE.

         WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN  PROVISIONS  OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS
OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

         The  parties  hereto have  executed  this Lease at the place and on the
dates specified above their respective signatures.

Executed at:                                Executed at:
            ---------------------                       ------------------------
on:                                         on:
   ------------------------------              ---------------------------------

By LESSOR:                                  By LESSEE:
Peter and Anna L. Holz Trust                Metal Corporation,
and Ernest R. Star and                      a Missouri corporation
Elisabeth H. Star Trust


By: /s/ Peter Holz                          By: /s/ Ronald S. Saks
    ------------------------------              --------------------------------
Name Printed: Peter Holz                    Name Printed: Ronald S. Saks
and Anna L. Holz                            Title: President
Title: Trustees of Holz Trust

By:  /s/ Ernest R. Star
     ------------------------------
Name Printed: Ernest R. Star
and Linda Ann Zoettl
Title: Trustees of Star Trust

Address:       11120 Eton Avenue            Address:       3030 Highway 94 North
               Chatsworth, CA 91311                        St. Charles, MO 63301

Telephone:     (818) 998-6711               Telephone:     (314) 946-6525
Facsimile:                                  Facsimile:
               ---------------------                        --------------------
Federal ID No.                              Federal ID No.
               ---------------------                        --------------------


<PAGE>

                                [GRAPHIC OMITTED]

                               OPTION(S) TO EXTEND
                             STANDARD LEASE ADDENDUM

  Dated                          April 2, 2001
                           -----------------------------------------------------

  By and Between (Lessor)        Peter and Anna L. Holz Trust
                           -----------------------------------------------------
                                 Ernest R. Star & Elisabeth H. Star 1978 Trust
                           -----------------------------------------------------

                  (Lessee)       Metal Corporation
                           -----------------------------------------------------
  Address of Premises            11011, 11017 and 11021 Olinda Street
                           -----------------------------------------------------
                                 Los Angeles, CA
                           -----------------------------------------------------

Paragraph           50
                 ----------

A.  OPTION(S) TO EXTEND:

Lessor  hereby  grants to Lessee the option to extend the term of this Lease for
two  additional  period(s)  the first  option  period  being for  three,  years,
followed by the second  option period being for two years,  commencing  when the
prior term expires upon each and all of the following terms and conditions:

         (i) In order to exercise an option to extend,  Lessee must give written
notice of such  election to Lessor and Lessor must receive the same at least six
but not more than nine  months  prior to the date that the option  period  would
commence,  time being of the essence.  If proper notification of the exercise of
an option is not given and/or received,  such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.

         (ii) The  provisions  of  paragraph  39,  including  those  relating to
Lessee's  Default set forth in paragraph  38.4 of this Lease,  are conditions of
this Option.

         (iii) Except for the provisions granting an option or options to extend
the  term,  all  of  the  terms  and  conditions  of  this  Lease  except  where
specifically modified by this option shall apply.

         (iv) This  Option is  personal to the  original  Lessee,  and cannot be
assigned or exercised by anyone other than said  original  Lessee and only while
the  original  Lessee is in full  possession  of the  Premises  and  without the
intention of thereafter assigning or subletting.

         (v) The  monthly  rent for each  month of the  option  period  shall be
calculated as follows,  using the method(s) indicated below: (Check Method(s) to
be Used and Fill in Appropriately)

         |X|      1.    Cost of Living Adjustment(s) (COLA)

                  a.    On (Fill in COLA Dates):  April 1st of each  year during
                        an option period


         the Base Rent shall be adjusted by the  change,  if any,  from the Base
Month  specified  below,  in the  Consumer  Price  Index of the  Bureau of Labor
Statistics of the U.S.  Department of Labor for (select one):  CPI W (Urban Wage
Earners and Clerical Workers) or . |X| CPI U (All Urban Consumers), for (Fill in
Urban Area:

           Los Angeles-Riverside-Orange County
           ---------------------------------------------------------
           All items (1982-1984 = 100), herein referred to as "CPI".

         b. The monthly rent payable in accordance with paragraph A.1.a. of this
Addendum  shall be calculated  as follows:  the Base Rent set forth in paragraph
1.5 of the attached  Lease,  shall be  multiplied by a fraction the numerator of
which  shall be the CPI of the  calendar  month 2 months  prior to the  month(s)
specified in paragraph  A.1.a.  above  during  which the  adjustment  is to take
effect,  and the  denominator  of which shall be the CPI of the  calendar  month
which is 2 months prior to (select one): |X| the first month of the term of this
Lease as set forth in  paragraph  1.3  ("Base  Month")  or (Fill in Other  "Base
Month").  The sum so calculated shall constitute the new monthly rent hereunder,
but in no event,  shall any such new monthly  rent be less than the rent payable
for the month immediately preceding the rent adjustment.

         c. In the event the compilation  and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued,  then the index  most  nearly the same as the CPI shall be used to
make  such  calculation.  In the event  that the  Parties  cannot  agree on such
alternative  index,  then the matter  shall be  submitted  for  decision  to the
American  Arbitration  Association  in  accordance  with the then  rules of said
Association  and the  decision  of the  arbitrators  shall be  binding  upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

         | |      II.   Market Rental Value Adjustment(s) (MRV)

                   a.   On (Fill in MRV Adjustment Date(s) _____________________
                        ________________________________

the Base Rent shall be adjusted to the "Market Rent Value" as follows:

               (1) Four months prior to each Market Rental Value Adjustment Date
described  above,  the Parties shall attempt to agree upon what the new MRV will
be on the adjustment date. If agreement  cannot be reached,  within thirty days,
then:

                     (a) Lessor and Lessee shall immediately  appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the Parties, or

                     (b) Both Lessor and Lessee  shall each  immediately  make a
reasonable  determination of the MRV and submit such determination,  in writing,
to arbitration in accordance with the following provisions:

                            (i)  Within 15 days  thereafter,  Lessor  and Lessee
shall each select an  appraiser  or broker  ("Consultant"  - check one) of their
choice  to  act  as an  arbitrator.  The  two  arbitrators  so  appointed  shall
immediately  select a third  mutually  acceptable  Consultant  to act as a third
arbitrator.

                            (ii) The 3  arbitrators  shall within 30 days of the
appointment of the third  arbitrator  reach a decision as to what the actual MRV
for the  Premises  is, and whether  Lessor's or  Lessee's  submitted  MRV is the
closest thereto.  The decision of a majority of the arbitrators shall be binding
on the Parties.  The  submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

                            (iii) If either of the  Parties  fails to appoint an
arbitrator  within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision  on his or her own,  and said  decision  shall be
binding on the Parties.

                            (iv) The entire  cost of such  arbitration  shall be
paid by the party whose submitted MRV is not selected, i.e., the one that is NOT
the closest to the actual MRV.

               (2) Notwithstanding the foregoing,  the new MRV shall not be less
than the rent payable for the month immediately preceding the rent adjustment.

                  b.    Upon the establishment of each New Market Rental Value:

               (1) the new MRV will  become the new "Base  Rent" for the purpose
of calculating any further Adjustments, and

               (2) the first month of each Market Rental Value term shall become
the new "Base Month" for the purpose of calculating any further Adjustments.

         | |      III.  Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

         The Base Rent shall be increased to the following amounts on the dates
set forth below:

         On (Fill in FRA Adjustment Date(s)          The New Base Rent shall be:

                                                      $
          ---------------------------------            -------------------------
                                                      $
          ---------------------------------            -------------------------
                                                      $
          ---------------------------------            -------------------------
                                                      $
          ---------------------------------            -------------------------

          NOTICE:

         Unless specified  otherwise herein,  notice of any rental  adjustments,
other than Fixed Rental Adjustments,  shall be made as specified in paragraph 23
of the Lease.


<PAGE>
                                [GRAPHIC OMITTED]

                       RIGHT OF FIRST REFUSAL TO PURCHASE

                             STANDARD LEASE ADDENDUM

    Dated                       April 2, 2001
                             ---------------------------------------------------

    By and Between (Lessor)     Peter and Anna L. Holz Trust
                             ---------------------------------------------------
                                Ernest R. Star & Elisabeth H. Star 1978 Trust
                             ---------------------------------------------------

                    (Lessee)    Metal Corporation
                             ---------------------------------------------------
    Address of Premises         11011, 11017 and 11021 Olinda Street
                             ---------------------------------------------------
                                Los Angeles, CA
                             ---------------------------------------------------

Paragraph           51
                 ----------

         (a) Lessor shall not, at any time prior to the  expiration  of the term
of this Lease,  or any extension  thereof,  sell the  Premises,  or any interest
therein,  without first giving written notice thereof to Lessee, which notice is
hereinafter referred to as "Notice of Sale".

         (b) The Notice of Sale shall  include the exact and  complete  terms of
the proposed sale and shall have attached  thereto a copy of the bona fide offer
and  counteroffer,  if any,  duly  executed by both  Lessor and the  prospective
purchaser.

         (c) For a period of 12  calendar  days  after  receipt by Lessee of the
Notice of Sale,  Lessee shall have the right to give written notice to Lessor of
Lessee's  exercise of Lessee's  right to purchase  the  Premises,  the  interest
therein  proposed to be sold,  or the property of which the Premises are a part,
on the same terms,  price and  conditions as set forth in the Notice of Sale. In
the event that Lessor does not receive  written  notice of Lessee's  exercise of
the right herein granted within said 12 day period,  there shall be a conclusive
presumption  that Lessee has elected NOT to exercise  Lessee's right  hereunder,
and Lessor may complete the sale to the prospective purchaser, on the same terms
set forth in the Notice of Sale.

         (d) In the event that Lessee  declines  to exercise  its right of first
refusal after receipt of the Notice of Sale, and,  thereafter,  Lessor,  and the
prospective  purchaser  modify by more than 5%, (i) the sales price, or (ii) the
amount of down payment, or if there is a material change in any seller financing
offered, or in the event that the sale is not consummated within 180 days of the
date of the Notice of Sale,  then Lessee's  right of first refusal shall reapply
to said transaction.

         (e) In the event that Lessee  declines  to exercise  its right of first
refusal  after  receipt of the Notice of Sale,  and,  thereafter,  the  proposed
transfer or sale is not  consummated,  the Lessee's right of first refusal shall
apply to any subsequent  transaction.  If, however, said transfer or sale is, in
fact,  completed,  then said right shall be extinguished  and shall not apply to
any subsequent transactions.

         (f)  Notwithstanding the above, this right of first refusal is intended
to apply only to voluntary  transfers  involving third party  transferees.  This
right of first refusal shall not, therefore, apply: where the Premises are taken
by eminent  domain or sold under  threat of  condemnation,  to  inter-family  or
inter-ownership  transfers, to transfers by Lessor to a trust created by Lessor,
or, if Lessor is a trust, to transfers to a trust beneficiary.

         (g) NOTE:  This right of first refusal cannot be exercised:  (i) during
the period  commencing  with the giving of any notice of Default and  continuing
until said  Default is cured,  (ii) during the period of time any Rent is unpaid
(without  regard to whether notice  thereof is given  Lessee),  (iii) during the
time  Lessee is in Breach of this  Lease,  or (iv) in the event that  Lessee has
been given 3 or more notices of Default,  whether or not the Defaults are cured,
during the 12 month period  immediately  preceding  the exercise of the right of
first refusal.


<PAGE>


THIS IS THE RIDER TO THE  "LEASE"  DATED  APRIL 2, 2001 (THE "MAIN  INSTRUMENT,"
AND, TOGETHER WITH THIS RIDER, THE "LEASE"),  BY AND BETWEEN PETER HOLZ AND ANNA
L. HOLZ,  TRUSTEES  OF THE PETER AND ANNA L. HOLZ TRUST DATED  2/8/89,  AS TO AN
UNDIVIDED ONE-HALF INTEREST,  AND ERNEST R. STAR AND LINDA ANN ZOETTL,  TRUSTEES
UNDER ERNEST R. STAR AND  ELISABETH H. STAR 1978 TRUST DATED AUGUST 25, 1978, AS
TO  AN  UNDIVIDED  ONE-HALF  INTEREST   (COLLECTIVELY,   "LESSOR"),   AND  METAL
CORPORATION,  A MISSOURI CORPORATION  ("LESSEE") FOR CERTAIN PREMISES LOCATED AT
11011, 11017, AND 11021 OLINDA STREET, LOS ANGELES, CALIFORNIA.

ANY  OTHER  TERM  OR   PROVISION  IN  THE  MAIN   INSTRUMENT   TO  THE  CONTRARY
NOTWITHSTANDING,  TO THE EXTENT THAT THE TERMS AND  PROVISIONS OF THIS RIDER ARE
INCONSISTENT WITH THE TERMS AND PROVISIONS OF THE MAIN INSTRUMENT, THE TERMS AND
PROVISIONS OF THE RIDER SHALL CONTROL AND GOVERN.

FOR  PURPOSES OF THIS RIDER,  THE WORDS  "BUILDING"  AND  "PROJECT"  MAY BE USED
INTERCHANGEABLY AND GENERALLY REFER TO THE DEVELOPMENT KNOWN AS N/A , AS WELL AS
ALL ADDITIONS AND ANNEXES THERETO AND RELATED REAL PROPERTY.

                     1. Lessor shall maintain,  repair and replace, as necessary
               the  floor of the  Premises,  including  any  other  maintenance,
               repair   and/or   replacements   to  the   Building  or  Premises
               necessitated  by the  negligence  or  misconduct  of Lessor,  its
               agents, employees, contractors, and invitees.

                     2. Lessor  covenants  and agrees at its expense to maintain
               in good order and repair all  plumbing and  electrical  equipment
               serving the Premises  (other than fixtures  within the Premises).
               Lessor   represents  and  warrants  that,  to  the  best  of  its
               knowledge:  (i) the Building shall contain no structural  defects
               or  defective  systems  as of the  Commencement  Date;  (ii)  the
               Building is served by all  utilities  necessary for the operation
               thereof and such  utilities  are adequate with respect to service
               and capacity for the  operation  thereof at the level of usage on
               the Commencement Date.

                     3. Nothing in Paragraph 6 of the Main  Instrument  shall in
               any way prohibit or interfere  with Lessee  making  substantially
               the  same  use as was  made by  Lessor  immediately  prior to the
               Commencement Date.

                     4.  Lessor  agrees  to  maintain  the  common  area  of the
               Building and the sidewalks,  driveways and parking areas adjacent
               to the  Building  in a good  condition.  It is the desire of both
               Lessor and Lessee that, while maintaining the quality of services
               to be provided by Lessor to the Building and the Premises, Common
               Area  Maintenance  and  other  costs  shall  be  kept  as  low as
               reasonably  possible.  Lessor  and  Lessee  shall  in good  faith
               cooperate  to keep  such  costs  as low as  reasonably  possible.
               Notwithstanding  anything to the  contrary in this Lease,  Common
               Area  Maintenance and other costs shall not include the following
               (the cost of which  shall be borne by  Lessor):  (1) real  estate
               brokerage and leasing commissions; (2) cost of alterations of any
               Lessee's  premises;  (3) costs  incurred to make major repairs or
               replacements  of  any  defective  initial   construction  of  the
               Building and related  appurtenances  regardless of how such costs
               are characterized under generally accepted accounting principles;
               (4) marketing or advertising costs to solicit new Lessees and the
               rental  value or lost income to Lessor of any office space in the
               Building  utilized for the leasing of the Building (as opposed to
               management  of the  Building);  (5) wages,  salaries,  fees,  and
               fringe benefits paid to administrative or executive  personnel or
               officers  or  partners  of Lessor  not  having  direct day to day
               responsibility   for  operating  or  providing  services  to  the
               Building;  (6) cost of repairs or other work  occasioned by fire,
               windstorm  or other  casualty  of an  insurable  nature or by the
               exercise of eminent domain;  (7) costs incurred for  alterations,
               replacements  or  improvements  that would be considered  capital
               improvements  under sound  accounting and  management  principles
               consistently applied,  except current amortization (together with
               interest of 8 percent per annum on the unamortized amount) of the
               capital  improvement cost over the reasonable  useful life of the
               improvement   where  such  capital   improvement   is  reasonably
               necessary to improve the operation or  maintenance  efficiency of
               the Building;  (8) expenses in connection  with services or other
               benefits of a type which are not  provided or available to Lessee
               but which are  provided to another  Lessee of the  Building or to
               some other third party;  (9) Lessor's  general overhead except as
               it  directly  relates  to the  management  and  operation  of the
               Building;  (10) all items  and  services  for  which  any  Lessee
               reimburses  Lessor or pays third persons and any cost that Lessor
               is responsible  for under the terms of the Lease;  (11) costs for
               sculptures,  paintings or other objects of art; (12) ground lease
               rentals,  principal or interest payments,  refinancing charges or
               points, or penalties  resulting from late payments by the Lessor,
               or depreciation;  (13) costs incurred in connection with the cure
               or correction of latent defects at the Building and cost incurred
               in   connection   with  the  removal  or  clean-up  of  Hazardous
               Substances  from the Project or Building;  (14)  Lessor's cost of
               electricity  and other  services  sold  separately to Lessees for
               which Lessor is entitled to be  reimbursed  by such Lessees as an
               additional  charge;   (15)  costs  incurred  in  connection  with
               renovating  or  otherwise  improving or  decorating,  painting or
               redecorating leased space for other Lessees or other occupants or
               vacant  Lessee space,  other than common areas;  (16) any expense
               for which Lessor is compensated  through proceeds of insurance or
               agreements of indemnity or surety bonds or  guaranties;  (17) any
               costs,  fines or  penalties  incurred  due to actual  or  alleged
               violations by Lessor of any governmental rule or authority;  (18)
               cost  of  legal,   accounting  and  other  professional  services
               incurred by Lessor,  and costs of audits of any kind.  No portion
               of any expense shall be included in Common Area Maintenance which
               is above the prevailing  market price  therefor.  Notwithstanding
               Paragraph  2.10,  land outside the  boundaries of the Project may
               only be  designated  as part of the Common  Areas in  conjunction
               with the  addition of a reasonable  quantity of leaseable  space,
               and Lessee's Proportionate Share shall then be recalculated.

                     5. Lessor shall keep accurate and separate books of account
               covering  Common Area  Maintenance  and other  costs.  Lessee may
               examine  Lessor's  books and records  with  respect to any Common
               Area Maintenance or other cost affecting Lessee. This right shall
               survive the termination of this Lease.

                     6. All  obligations  of  Lessee to be  performed  hereunder
               within a specified  number of days, which number is less than 15,
               shall be performed within the same number of business days.

                     7. Lessor agrees to use its reasonable and affirmative best
               efforts to contest any tax, fee or assessment wholly or partially
               paid or  reimbursed  by Lessee to the same extent as Lessor would
               contest  the same if Lessor had paid the tax,  fee or  assessment
               itself without reimbursement.

                     8. No  consent or  approval  of Lessor  required  under the
               Lease shall be unreasonably withheld, delayed or conditioned.

                     9. Except for the  obligations  of Lessor under this Lease,
               no rights or  privileges  granted  to  Lessor  (or any  person or
               entity claiming through Lessor) hereunder may be exercised if the
               same, individually or in the aggregate,  materially and adversely
               interfere with or materially  and adversely  impair the rights of
               Lessee under this Lease, including, without limitation, its right
               to quiet and exclusive  possession and enjoyment of the Premises,
               except in the event of Lessee's material breach hereof or default
               hereunder.

                     10. All rights and  privileges of the parties  hereto shall
               be subject to the  condition  that the same may be  exercised  by
               them only in a good faith and commercially reasonable manner.

                     11. In no event shall  either  party hereto have any remedy
               against the other for  damages,  or for  equitable  relief of any
               kind,  which exceeds the damage or injury  actually  sustained by
               such  party,  it being the  intent  of the  parties  hereto  that
               neither  party may  obtain  double or  multiple  recovery  or any
               recovery in excess of such actual damage or injury.

                     12.  Lessor   represents  and  warrants  that  it  has  all
               necessary  authority  to enter  into this Lease and Lessor is the
               owner of the Project.  Lessor represents,  warrants and covenants
               that the  Project  shall  not,  at any time,  be  subject  to any
               easement,  covenant,  restriction or other encumbrance that might
               interfere with Lessee's use and enjoyment of the Premises.

                     13. Only a material breach, default or misrepresentation of
               this Lease shall give the non-breaching party any right to resort
               to a remedy  against the other.  Each party hereto shall,  in the
               event of any  breach or default by the  other,  be  obligated  to
               mitigate its damages.

                     14. In no event shall  exemption,  indemnification  or hold
               harmless  obligations  of  either  party  contained  in the  Main
               Instrument be construed as requiring  one party (the  "Protecting
               Party") to exempt,  indemnify  or hold  harmless  the other party
               (the "Protected  Party") or any other person or entity except for
               damages or injuries actually sustained by the Protected Party and
               proximately  caused by the acts or  omissions  of the  Protecting
               Party or its employees, agents or invitees. In no event shall any
               waiver of claims by the  Protecting  Party  against the Protected
               Party or  limitations  on  liability  in the Main  Instrument  be
               construed  to waive or limit  any  claims  for  damage  or injury
               proximately  caused by an act or omission,  or any  negligence or
               misconduct,  of the Protected  Party or its employees,  agents or
               invitees.

                     15. In no event  shall  Lessee be deemed to be in breach or
               default  of the Lease by reason of its  failure  to pay an amount
               when due unless such failure  continues  for a period of ten days
               after Lessor's written notice thereof to Lessee, nor shall Lessee
               be deemed to be in breach or  default  of any other  covenant  or
               agreement in the Lease unless such failure or violation continues
               for a period of thirty  days  after  written  notice  thereof  to
               Lessee (or such longer  period as may be  reasonably  required to
               cure such default  provided  Lessee has commenced the cure within
               the thirty day period and is proceeding with all due diligence to
               complete the cure of the default).

                     16. No sale or  conveyance  by Lessor of the Project or any
               interest   therein  shall  relieve  Lessor  of  its   obligations
               hereunder accruing on or prior to such sale or conveyance.

                     17. The parties  agree that any  obligations  contained  in
               this-'Lease  are  independent of, and shall not affect the rights
               or  obligations  of the parties under that certain Asset Purchase
               Agreement dated March 28, 2001 between parties  including  Tempco
               Engineering,  Inc.  as Sellers and  parties  including  Lessee as
               Purchasers.

                     18.   Provided   Guarantor   remains  a  guarantor  of  the
               obligations of any assignee of Lessee, Lessee reserves the right,
               without  Lessor's  approval,  to sublet or assign the Premises or
               any part thereof to any affiliate of Lessee,  to any successor of
               Lessee resulting from a merger,  consolidation or other corporate
               restructuring,  to any entity under the common control of Lessee,
               and to any partner or joint venturer of Lessee,  and Lessee shall
               not be obligated to pay the costs set forth in Paragraph  12.2(e)
               in,  connection  therewith.  In the event Lessee  undertakes  the
               foregoing  assignment or  subletting,  such assignee or sublessee
               shall  have all  rights of Lessee  hereunder,  including  but not
               limited to options to extend the term of this Lease.

                     19. The text of Paragraph 9.1 through 9.4, inclusive, shall
               be replaced with "In the event the Premises or Building  shall be
               partially  or totally  destroyed by fire or other  casualty,  the
               damage to the Premises or Building shall be promptly repaired and
               restored by Lessor,  at its sole cost and expense,  unless Lessor
               or Lessee  shall  elect to  terminate  this Lease as  hereinafter
               provided.  In the event the  Premises  are  partially  or totally
               destroyed, then Lessee's obligation to pay rental shall be abated
               in proportion to the amount of the Premises rendered  unleaseable
               until the Premises are repaired and  restored.  In no event shall
               Lessor be  required  to repair or replace  Lessee's  merchandise,
               trade   fixtures,   furnishings   or  equipment.   If  more  than
               thirty-five  percent  (35%) of the floor area of the  Premises or
               more than  thirty-five  percent  (35%) of the  floor  area of the
               Building  shall  be  destroyed  by fire or other  casualty,  then
               Lessor or  Lessee  may elect to  terminate  this  Lease by giving
               written  notice  to  the  other  party  of  its  election  to  so
               terminate,  such notice to be given  within sixty (60) days after
               the occurrence of such damage or destruction.

         In the event of any damage or  destruction to the Premises which cannot
be repaired and restored by Lessor  within 180 days from the  occurrence of such
damage or casualty (as  reasonably  determined by Lessee),  or in the event that
Lessor falls to commence (and diligently complete) repair and restoration of any
such  damage or  casualty  within 30 days of the  occurrence  of such  damage or
casualty,  then Lessee  shall have the further  option to  terminate  this Lease
effective immediately by providing written notice to Lessor.

         Nothing herein shall obligate Lessor to restore or repair the Premises
in the event damage or destruction to the Premises is not covered by insurance
required to be carried by Lessor hereunder."

         The Paragraph in the Main Instrument labeled "9.5 Damage Near End of
Term" shall be renumbered in accordance with the foregoing, for purposes of
construction of this Lease.

                     20.  Lessor  shall  equitably  allocate the cost of utility
               service among the various  lessees where separate  meters are not
               available,   and  shall  review  such  allocation  at  reasonable
               intervals.

                     21.  Lessor shall not  discriminate  against  Lessee in the
               enforcement   of  any   rules   and   regulations.   Furthermore,
               notwithstanding anything contained in this Lease to the contrary,
               Lessee  shall abide by and observe the rules and  regulations  of
               the  Building  as  well  as  such  other   reasonable  rules  and
               regulations as may be promulgated from time to time by Lessor for
               the operation,  safety, security and maintenance of the Building,
               provided  the same are in  conformity  with common  practice  and
               usage  in  similar  buildings,  are  not  inconsistent  with  the
               provisions of this Lease,  and apply to all Lessees and occupants
               of the  Building,  and  provided  further  that a copy thereof is
               received by Lessee.

                     22.  Lessee  may,  without  the prior  written  consent  of
               Lessor,  subject the  leasehold  estate  created by this Lease as
               amended from time to time, and its personal  property,  equipment
               and  trade  fixtures  to a  leasehold  mortgage  and/or  security
               agreement to secure financing or other  obligations  which Lessee
               may obtain or incur  from time to time.  In  connection  with any
               such leasehold mortgage and/or security  agreement,  Lessor will,
               promptly  following receipt of written request therefor,  provide
               to Lessee's lender(s) an estoppel agreement confirming whether or
               not this  Lease has been  amended,  whether  or not there are any
               uncured  defaults  under  this  Lease,  and  such  other  matters
               pertaining to the Lease as such lender(s) may reasonably require.


<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto have caused this Rider to be
executed on the date first above written.

                                  LESSOR:

                                  PETER HOLZ AND ANNA L. HOLZ,
                                  TRUSTEES OF THE PETER AND
                                  ANNA L. HOLZ TRUST DATED 2/8/89


                                  By:  /s/ Peter Holz
                                      ------------------------------------------
                                      Peter Holz


                                  By:  /s/ Anna L. Holz
                                      ------------------------------------------
                                      Anna L. Holz


                                  ERNEST R. STAR AND LINDA ANN ZOETTL,
                                  TRUSTEES UNDER THE ERNEST R. STAR AND
                                  ELISABETH H. STAR 1978 TRUST
                                  DATED AUGUST 25, 1978


                                  By:  /s/ Ernest R. Star
                                      ------------------------------------------
                                      Ernest R. Star


                                  By:  /s/ Ernest R. Star, Attorney-in-Fact
                                      ------------------------------------------
                                      Linda Ann Zoettl


                                  LESSEE:

                                  METAL CORPORATION, a Missouri corporation


                                  By: /s/ Ronald S. Saks
                                      ------------------------------------------
                                      Ronald S. Saks, President

</TEXT>
</DOCUMENT>
