PARK ELECTROCHEMICAL CORP
EXHIBIT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex1008.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.08



                           LEASE


   THIS INDENTURE, made this 31 day of August, A.D. 1989, by
and   between  Cemanudi  Associates,  an  Illinois   Limited
Partnership, (hereinafter, for convenience, referred  to  as
the  "Lessor"),  and Nelco Technology, Inc.,  a  corporation
organized and  existing by and pursuant to the laws  of  the
state of Arizona, (hereinafter, for convenience, referred to
as the "Lessee").

                        WITNESSETH:

                         ARTICLE I

THE LEASED PREMISES,
FIXTURES AND EQUIPMENT:

   SEC. 101.  THE LEASED PREMISES.  That the Lessor, for and
in consideration of TEN DOLLARS ($10.00), to it in hand paid
by  the  Lessee, the receipt whereof is hereby acknowledged;
and   in   consideration  of  the  agreements,   conditions,
covenants and obligations to be kept, fulfilled, observed or
performed  by the Lessee, does hereby demise and lease,  and
the Lessee does hereby take and rent from the Lessor, in "As
Is"   condition  and  upon  the  terms  herein  set   forth,
approximately 38,311 square feet of land, more  specifically
described  on Exhibit "A" attached hereto, which Exhibit  is
by  this  reference expressly made a part  hereof,  together
with  a  building  located thereon containing  approximately
13,995  square  feet  (the  "Building")  and  including  all
easements,     improvements,    tenements,    appurtenances,
hereditaments,  fixtures,  rights  and  privileges   thereto
belonging,  or  in any way appertaining and subject  to  any
restrictions, easements and encroachments and to any  zoning
ordinances,  laws,  rules  or  regulations  of  any   Public
Authority,  now  or  hereafter in  effect,  relating  to  or
affecting   the   Demised   Premises;   including,   without
limitation, all those indicated on Exhibit "A".

    The  Demised  Premises are commonly known as  1104  West
Geneva Drive, Tempe, Arizona 85282.

    SEC.  102:1.     BUILDING FIXTURES AND  EQUIPMENT.   All
fixtures, machinery and equipment which are necessary to the
general  operation and maintenance of the  Demised  Premises
and  which  are now in the Demised Premises,  shall  be  the
property  of  the  Lessor, whether owned by  Lessor  at  the
commencement of the term, subsequently purchased by  Lessor,
or  purchased by Lessee in accordance with the provisions of
this  Lease.  Without in any way limiting the generality  of
the   aforegoing,   all  electric  power  panels,   lighting
fixtures,  plumbing, heating and air-conditioning  equipment
presently   located  in  the  Demised  Premises   shall   be
considered   necessary   to  the   general   operation   and
maintenance of the Demised Premises.

     SEC.   102:2.     TRADE  FIXTURES.   Only  those  trade
fixtures,  machinery,  non-structural partitions  and  other
equipment and items which are supplied, installed  and  used
by  Lessee in the conduct of its business, including process
machinery and equipment, process piping and process electric
switch  gear  (other than replacement of building  equipment
referred   to  above),  which  may  hereafter  be  installed
therein, shall be the property of Lessee and may be  removed
by  Lessee at any time prior to or upon termination  of  the
Lease,  whether by lapse of time or otherwise; provided  the
Lessee  is not, at any such time, in default of any  of  the
terms or conditions of this Lease.  Lessee shall remove,  on
demand  by Lessor and at Lessee's expense, any and all  such
items at the termination of the Lease term, whether by lapse
of  time or otherwise, and repair any damage caused by  such
removal,  restoring the Demised Premises to their  condition
prior to the installation of all such items or any of them.


    SEC. 103. "DEMISED PREMISES" and 'IMPROVEMENTS" DEFINED.
"Demised  Premises" shall mean the real estate described  in
Exhibit "A" and shall include any and all Improvements,  now
or hereafter, located or constructed thereon.

    "Improvements" shall mean all buildings  and  all  other
improvements,  (except for Lessee's trade fixtures)  now  or
hereafter  located  or constructed on the Demised  Premises,
including, without limitation, the Building, fixtures, other
structures  and  equipment on such premises  which  are  the
property of Lessor as above described in Sec. 102:1.


                         ARTICLE 2

TERM POSSESSION:

    SEC.  201. TERM.  The term of this Lease shall be for  a
period  of Five (5) years commencing upon September 1,  1989
and  ending  at  midnight August 31,  1994  subject  to  the
further provisions of this Lease.

    SEC.  202.  HOLD-OVER TENANCY.  In the event the  Lessee
remains  in  possession of the Demised  Premises  after  the
expiration  of  the  term of this Lease,  or  any  extension
hereof, without written consent of Lessor, the Lessee  shall
then be obligated to pay double the rate of the then current
annual  rent  as set forth herein, in equal installments  on
the  first  day of each calendar month, for so long  as  the
Lessor  is  willfully kept out of possession of the  Demised
Premises.   No  such  payment, nor the  acceptance  thereof,
shall in any way constitute a waiver of the rights of Lessor
to  dispossess  the  Lessee and recover  possession  of  the
Demised  Premises  and  the just and former  estate  of  the
Lessor  and  to  bring  any action for damages  suffered  by
Lessor  on  account  of  Lessee's  failure  to  vacate   the
Premises.

    Notwithstanding the foregoing, in the event there  is  a
dispute  as  to  the  "Market  Rental",  as  such  term   is
hereinafter defined, or if such "Market Rental" has not been
determined  prior  to  the  time within  which  Lessee  must
exercise  its  second  option  to  extend,  as  provided  in
Schedule 3, Lessee may elect to extend the then term of this
Lease  one  (1)  additional month  on  the  same  terms  and
conditions and at the same rental as Lessee is then  paying,
by  notifying  Lessor of such election not less  than  sixty
(60) days prior to the expiration of the Lease.


                         ARTICLE 3

RENTAL:

    SEC.  301.   RENTAL.   The Lessee hereby  covenants  and
agrees with the Lessor, as follows:

    The  following terms shall have the following respective
meanings for the purpose of this lease:

   (a)  Consumer  Price  Index.  The  term  "Consumer  Price
   Index  means  the United States All Items Consumer  Price
   Index  (1982-1984=100), All Urban  Consumer  Section,  as
   published  by  the  United States  Department  of  Labor,
   Bureau  of Labor Statistics.  If the manner in which  the
   Consumer  Price  Index is determined  by  the  Bureau  of
   Labor   Statistics   shall   be  substantially   revised,
   including without limitation, a change in the base  index
   year,  an  adjustment shall be made  by  Lessor  in  such
   revised index which would produce results equivalent,  as
   nearly  as  possible,  to those  which  would  have  been
   obtained  if  such Consumer Price Index had not  been  so
   revised.   If  the  Consumer  Price  Index  shall  become
   unavailable   to   the  public  because  publication   is
   discontinued, or otherwise, or if equivalent data is  not
   readily   available  to  enable  Lessor   to   make   the
   adjustment  referred to in the preceding  sentence,  then
   Lessor will substitute therefor a comparable index  based
   upon  changes  in the cost of living or purchasing  power
   of   the   consumer  dollar  published   by   any   other
   governmental  agency  or,  if  no  such  index  shall  be
   available, then a comparable index published by  a  major
   bank  or  other financial institution or by a  university
   or a recognized financial publication.

   (b)  CPI Adjustment.  The term "CPI Adjustment" means the
   percentage increase, if any, in the Consumer Price  Index
   for  the  calendar month of July, 1991 over the  Consumer
   Price Index for the calendar month of August, 1989.

   The  Lessee hereby covenants and agrees with the  Lessor,
   as follows:

    To  take and accept said demise and lease of the Demised
Premises  on  the terms as herein set forth and  to  pay  as
Annual  Net  Basic  Rent for said Demised  Premises  at  the
following  annual  rates  applicable  during  the  following
respective periods:

   (a)   During  the  period  beginning  on  and   including
   September  1,  1989 ("Commencement Date") and  ending  on
   and  including  August  13,  1991,  Sixty-three  Thousand
   Eight  Hundred Seventeen and 20/100 Dollars ($63,817.20);
   and

   (b)  During the period beginning on and including  August
   14,  1991 and ending on and including the last day of the
   term  of  this lease, an amount equal to the  greater  of
   (i)  Sixty-three  Thousand Eight  Hundred  Seventeen  and
   20/100   Dollars  ($63,817.20)  multiplied  by  the   CPI
   Adjustment,  and (ii) Sixty-three Thousand Eight  Hundred
   Seventeen and 20/100 Dollars ($63,817.20).

    Such  rental shall be paid in then lawful money  of  the
United States of America in equal monthly installments  each
in  an  amount equal to one-twelfth (1/12) of the amount  of
the  Annual Net Basic Rent applicable during such month,  to
be  paid  in advance upon the Commencement Date and  on  the
first day of each and every calendar month thereafter during
the  term  hereof to the Lessor at such place as  may,  from
time  to time, be designated by them; and in the absence  of
such designation, at the last known office of the Lessor  in
Tempe,  Arizona.   Notwithstanding anything  herein  to  the
contrary,  (a)  if the Commencement Date occurs  on  a  date
other than the first day of a calendar month, the amount  of
the monthly installment of Annual Net Basic Rent payable  on
the  Commencement Date shall be prorated based on the number
of days from and including the Commencement Date through and
including the last day of such calendar month and a calendar
month  consisting of thirty (30) days, and (b) if  the  last
day of the term of this Lease occurs on a day other than the
last  day  of  a calendar month, the amount of  the  monthly
installment  of Annual Net Basic Rent payable on  the  first
day  of  such calendar month shall be prorated based on  the
number of days of such month which fall within the term  and
a calendar month consisting of thirty (30) days.

    It  is intended that the rent provided for in this Lease
shall be an absolutely net return to Lessor for the term  of
this Lease, and any renewals or extensions thereof, free  of
any  and all expenses or charges with respect to the Demised
Premises  including,  without  limitation,  any  Taxes   and
assessments, now or hereafter imposed upon or related to the
Demised  Premises,  commonly known  as  real  estate  taxes,
general or special or improvement assessments, and any taxes
and  assessments,  whether  by  way  of  an  income  tax  or
otherwise  which may be levied, assessed or imposed  by  the
State  in which the Demised Premises are located, or by  any
political  or  taxing subdivision thereof, upon  the  income
arising  from the rents provided herein in lieu of or  as  a
substitute for taxes or assessments imposed upon or  related
to  the  Demised Premises and commonly known as real  estate
taxes;  and  that Lessee, and not Lessor, shall be  required
to,  and shall pay, such taxes and assessments, but  not  to
pay  any  other  income tax or gift,  estate  or  fee  title
transfer  tax  payable upon transfer of  fee  title  to  the
Demised Premises which may be levied against the Lessor,  or
any  of  Lessor's  interest or Mortgage  payments,  Lessor's
expenses  in negotiating this Lease, or management fees,  if
any, paid by Lessor to third parties.

   Lessee hereby acknowledges that late payment by Lessee to
Lessor  of  rent  and  other sums due hereunder  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 on Lessor by the terms of any mortgage or  trust
deed  covering  the Demised Premises.  Accordingly,  if  any
installment  of  rent or any other payment due  from  Lessee
shall  not be received by Lessor within Ten (10) days  after
such  amount  shall be due, Lessee shall pay  to  Lessor  in
addition  to  the  amount due, a late charge  equal  to  Ten
Percent  (10%)  of such overdue amount.  The parties  hereto
hereby  agree that such late charge by Lessor is a fair  and
reasonable estimate of the costs Lessor will incur by reason
of  any such late payment.  Such late charge is deemed to be
only  one of several cumulative remedies available to Lessor
hereunder and acceptance of such late charge by Lessor shall
in  no  event  constitute a waiver of Lessee's default  with
respect  to  such  overdue amount nor  prevent  Lessor  from
exercising  any  of  the other rights and  remedies  granted
hereunder.


                         ARTICLE 4

TAXES, ASSESSMENTS, UTILITY CHARGES,
INSPECTION FEES AND LIENS:

    SEC.  401. TAXES, ASSESSMENTS.  The Lessee shall pay  as
additional  rent,  during the full term hereof,  all  taxes;
including,  without  limitation,  ad  valorem  general  real
estate  taxes,  installments  of  assessments,  general  and
special,  and  all  other  public  charges  levied  upon  or
assessed  against and properly attributable to  the  Demised
Premises, or any part thereof, or arising by reason  of  the
existence,  occupancy,  use  or possession  of  the  Demised
Premises,  or  the  business carried on therein,  including,
without  limitation, the Arizona Rental Income Tax,  all  of
which  are hereinafter, collectively referred to as "Taxes",
but  not to pay any other income tax, or gift, estate or fee
title transfer tax payable upon transfer of fee title to the
Demised Premises which may be levied against the Lessor.

    The  Lessee shall pay to Lessor, contemporaneously  with
the  monthly  rent  payments One  Twelfth  (1-12th)  of  the
estimated annual Taxes, such estimate to be made by  Lessor.
Upon  receipt  of the real estate tax bills  each  year  the
Lessor  will  make payment thereof prior to delinquency  and
promptly  provide  Lessee with a copy of the  receipted  tax
bill.

    Adjustments of amounts (credit or debit) shall  be  made
between  the parties within thirty (30) days of the  receipt
by  Lessor,  of any such bill.  All Taxes shall be  prorated
for  the  first  and last years of the term hereof  and  any
extension or renewal thereof.  Proration with respect to the
Taxes  for  the last year of the term shall be made  on  the
basis  of  the  last available tax bill, provided,  however,
that  upon receipt of the tax bill an appropriate adjustment
shall be made.

    SEC.  402. UTILITY CHARGES.  Lessee shall secure service
and  pay  all charges for water, electricity, gas, telephone
and  any  and  all other utility services furnished  to  the
Demised Premises.

    The  Lessor,  the  Public Authorities and  the.Utilities
servicing or located on the Demised Premises shall,  at  all
reasonable hours, by its or their agents or employees,  have
the  right  to  install,  repair  and  replace  the  utility
conduits, meters and other facilities located on the Demised
Premises; it being understood and agreed, however, that  the
Lessor  shall  not  be  liable  for  the  care,  upkeep   or
maintenance of such facilities.

    SEC.  403.  LICENSES, PERMITS AND FEES.   All  licenses,
permits  and  fees  of  any  kind or  character  whatsoever,
imposed  on  the Demised Premises or the use  and  operation
thereof by the City, County, State or Federal Government, or
any  other  governmental  unit or Public  Authority  or  for
inspection  of  the Demised Premises, or  any  part  thereof
during  the  term hereof, shall be paid promptly  by  Lessee
prior to delinquency.

    SEC. 404. MECHANIC'S LIENS.  Lessee shall not permit any
liens to stand against the Demised Premises for any labor or
material in connection with work of any character' performed
or claimed to have been performed on the Demised Premises at
the  direction or sufferance of Lessee (except work done  by
Lessor), whether such work was performed or furnished  prior
to,  or  subsequent to the commencement of the term of  this
Lease.

    In  the  event of any such lien attaching to the Demised
Premises,  Lessee will promptly notify Lessor of such  event
and Lessee will pay off the same and have such lien released
of record within Thirty (30) days of the filing of such lien
of record.

    SEC. 405.  PAYMENT BY LESSOR.  If at any time, any  tax,
assessment,  charge, rate, fee or inspection fee,  generally
or  specifically  charged or assessed against  and  properly
attributable  to said Demised Premises shall become  due  or
payable and the Lessee shall not pay the same, or have  paid
same  to  Lessor  or, in the event any  lien  for  labor  or
material  shall not be released of record by  Lessee  within
Thirty  (30) days of the filing of such lien of record,  the
Lessor  may,  at  its  option, pay  the  same  at  any  time
thereafter  without  inquiring  into  the  validity  thereof
whether  or  not  Lessee has failed to pay  such  amount  or
Lessee has paid such amount to Lessor, and the amount of any
and  all  such payments so made by the Lessor (with interest
thereon  at Eighteen Percent (18%) per annum from and  after
the  date any such payment was paid by Lessor) shall be  and
hereby is declared to be so much additional and further rent
for the Demised Premises, due from and payable by the Lessee
with  the  next installment of rent and may be collected  in
the  same  manner  as  other rents due hereunder;  provided,
however,  that subject to the further provisions hereinafter
set forth, Lessee shall have the right, at Lessee's expense,
to  contest  in  good  faith  the  validity  of  any  Taxes,
assessments,  charges, liens, rates or fees so  specifically
charged  or assessed against the Demised Premises; provided,
however,  that Lessee notifies Lessor in writing of Lessee's
intention  to so contest within Thirty (30) days in  advance
of  the date such Taxes, assessments, charges, liens,  rates
or  fees  charged  or assessed against the Demised  Premises
were due and payable; and further provided that such contest
is  commenced  within Thirty (30) days of the date  of  such
notice.

    SEC.  406.  CONTEST.   In the event  Lessee  desires  to
contest  any  Taxes, assessments, charges, liens,  rates  or
fees  herein provided, it shall do so by paying the  amounts
under  protest,  or shall provide for the  payment  thereof,
together  with all penalties, interest, costs and  expenses,
by  the  deposit of a sufficient sum of money to be held  in
escrow by Lessor or, at the option of Lessor, by a good  and
sufficient  undertaking as may be required or  permitted  by
law, all to the end that no delinquency or proceedings based
upon  delinquency  shall  in anywise  affect  the  title  or
interest of Lessor in the Demised Premises.

    Lessee  agrees that it will prosecute any  such  contest
with  due  diligence and in the event any  such  contest  be
adjudicated  adversely to Lessee, that Lessee  will,  within
Thirty  (30) days after final determination, or  within  the
time  provided for in such adjudication, whichever is sooner
thereof, pay the full amount of any such Taxes, assessments,
charges, liens, rates or fees, or other obligations not paid
by  Lessee to Lessor which may have been the subject of such
contest  as  so determined, together with all  interest  and
penalties,  costs  and  charges  which  may  be  payable  in
connection  therewith and satisfy and cause the  release  of
the same of record.


    Lessee shall keep the Lessor notified, from time to time
throughout  the period of its pendency, as to  the  progress
and status of any such contest.  If a final determination is
not  had within Three (3) years from the date of instituting
any  such  contest, or in the event of any  default  of  the
Lessee, pursuant to the terms of this Lease, Lessor  at  its
option, may pay out of any funds held in escrow for any such
Taxes, assessments, charges, liens, rates or fees which  may
be  under  contest,  together with all  penalties,  interest
charges and other expenses whatever in connection with  such
contest  and  Lessee shall immediately upon  written  demand
from Lessor, terminate any such contest.

    In  the event the funds so held are insufficient to  pay
and  satisfy  the same, Lessor, at its option, may  pay  any
deficiency  and  any amount so paid will  be  reimbursed  by
Lessee  as  additional  rent due  hereunder,  promptly  upon
demand, notwithstanding any previous termination of the term
of  this  Lease by lapse of time or otherwise, with interest
at  Eighteen  Percent  (18%) per  annum  from  the  date  of
expenditure by Lessor.

   Nothing contained in this agreement shall be construed to
authorize Lessee to create or incur on behalf of Lessor  any
liability, indebtedness or obligation whatsoever.   Anything
herein  to  the  contrary,  notwithstanding,  Lessee   shall
defend,   completely  indemnify  and  hold  Lessor   forever
harmless  from any and all consequences of any  such  Taxes,
assessments, charges, liens, rates or fees, or  any  contest
thereof  which  were  the  obligations  of  Lessee  to   pay
hereunder.


                         ARTICLE 5

INSURANCE:

    SEC. 501.  PROPERTY INSURANCE.  The Lessee covenants and
agrees  that immediately upon the commencement of  the  term
hereof, Lessee will cause, at Lessee's expense, the Building
and,  Improvements  placed on the Demised  Premises  by  the
Lessor,  including  any  and all additions  thereto,  to  be
insured for full replacement cost against loss or damage  by
fire, lightning and other casualty covered by the provisions
of  endorsements for Extended Coverage and Special  Extended
Coverage,  to  include the peril of collapse, vandalism  and
malicious   mischief,  replacement  cost,  and   will   keep
insurance to the full replacement value, from time to  time,
of  the  Building  and Improvements placed on  said  Demised
Premises by Lessor, including any and all additions thereto,
in  full force and effect during the term hereof so long  as
this Lease is in effect, including all extensions hereof.

    No  such  policy of insurance shall include  either  the
contents of the Building located on the Demised Premises  or
any  other property of the Lessee or any third party  except
as  a  separate  stated item of insurance, separate  and  in
addition  to  the coverage which shall apply exclusively  to
Lessor's  Building and other Improvements owned  by  Lessor.
All   such  policies  shall  provide  that  Lessor  and  any
Mortgagee(s)  shall  be  the  insureds  as  their  interests
appear,  and  shall further provide that any loss  shall  be
payable  to Lessor and any Mortgagee(s) notwithstanding  any
act or omission of Lessee which might otherwise result in  a
forfeiture or reduction of said insurance.

   In addition, Lessee shall maintain steam boiler insurance
in  such  amounts as Lessor may from time to time reasonably
require  on  all  steam boilers, pressure  boilers  or  such
apparatus as Lessor may deem necessary to be covered by such
insurance, if any.

    The Lessee will not place, nor permit to be placed,  any
other  policies  of  insurance upon the  Building  or  other
Improvements placed upon Demised Premises by Lessor  without
advance written permission of Lessor and without Lessor  and
Lessor's Mortgagee(s) as a named insured, provided, however,
that  nothing herein shall be construed as limiting  in  any
way the manner in which Lessee insures its personal property
and trade fixtures placed within the Demised Premises.

     SEC.  502.  PUBLIC  LIABILITY  INSURANCE.   Lessee,  at
Lessee's  expense, and for mutual benefit of the Lessor  any
Mortgagee(s)  and  the Lessee, shall maintain  Comprehensive
Public Liability Insurance, covering the Demised Premises in
an  amount  not  less than ONE MILLION DOLLARS ($1,000,000).
Such   insurance  shall  include  the  following  coverages:
premises/operations,   independent   contractors,   personal
injury,   broad   form  property  damage   and   contractual
liability.

    SEC.  503. INSURANCE GENERALLY.  All insurance  policies
shall  be  with companies reasonably satisfactory to  Lessor
and  shall  provide for at least Thirty (30) days  mandatory
advance   written  notice  to  Lessor  before  cancellation,
reduction or other amendment and the property policies shall
contain a standard mortgage clause.  Certificates evidencing
such insurance shall be delivered by Lessee to Lessor at the
commencement  of the term of this Lease and  all  subsequent
amendments  and endorsements shall be promptly delivered  to
Lessor.   Statements for premiums on such policies shall  be
sent to and paid by Lessee.

    In  the event Lessee shall refuse or fail to provide the
insurance coverage herein required or to provide evidence of
such  coverage as herein described, the Lessor may,  at  its
election, but with no obligation so to do, procure and, from
time  to time, renew such insurance and all amounts expended
therefor with interest thereon at Eighteen Percent (18%) per
annum  from the respective dates of such expenditures  shall
be  so much additional rent hereunder due from the Lessee on
demand.

    Lessee  agrees  to  indemnify the Lessor  for  any  loss
suffered  as  the result of the exercise of  any  deductible
feature  that may be incorporated in the insurance  contract
and  Lessor  hereby  reserves the right  to  disapprove  the
amount  and  provisions  of  any  such  deductible  feature.
Lessee  agrees  to be a self insurer as to  such  deductible
amounts and further agrees to pay such amounts to Lessor  in
the  same manner as though such insurance policies  did  not
contain deductible provisions.


                         ARTICLE 6

USE MAINTENANCE AND CONDITION OF
THE DEMISED PREMISES:

    SEC. 601. DEMISED PREMISES.  Lessee shall not breach  or
suffer  the breach of any of the conditions, agreements  and
restrictions  of record affecting the Demised  Premises  and
shall  defend, completely indemnify and hold Lessor  forever
harmless from all consequences of any such breach.

    Lessee may use and occupy the Demised Premises for light
manufacturing  (including mass lamination, manufacturing  of
copper  clad  boards, printing and etching  of  copper  clad
laminated boards and the manufacturing of prepreg), storage,
assembly,   distribution  and  for  offices  in   connection
therewith;  provided,  however, that Lessee  shall  strictly
comply  with  all  present and future laws,  ordinances  and
regulations of public authorities, as well as all  insurance
underwriting and inspection and rating requirements, now  or
hereafter  in  any manner affecting the use of  the  Demised
Premises,  the  sidewalks, alleys,  driveways  and  parkways
adjacent  thereto, if any, or any Building thereon,  or  the
use   thereof.    Lessee  shall  not  permit  any   unlawful
occupation,  business, trade or nuisance to be conducted  on
the Demised Premises, or any use to be made thereof contrary
to  any  law, ordinance or regulation.  Without in  any  way
limiting the generality of the aforegoing, Lessee will  not,
at  any time, store any material or equipment of any kind or
character  outside the Building(s) located  on  the  Demised
Premises  except  in strict compliance with  all  applicable
ordinances, laws or regulations of any governmental unit  or
other public authority having jurisdiction.



    Lessee,  at  the sole cost and expense of Lessee,  shall
have  the  right to contest the validity of any such  rules,
laws,  ordinances or regulations affecting the  use  of  the
Demised  Premises;  provided, however, in  any  event,  that
Lessee  shall  defend,  completely indemnify  and  hold  the
Lessor  forever harmless from all consequences of  any  such
contest  and the violation of any such rule, law,  ordinance
or regulation.

    Lessee will not use or permit to be used upon or in said
Demised Premises or any Building thereon anything that  will
invalidate any policy of insurance at any time insuring  the
Demised   Premises,  or  any  Building(s)  or   Improvements
thereon, nor shall Lessee permit any dangerous condition  to
exist  on  the  Demised Premises for which  appropriate  and
sufficient safeguards in compliance with all applicable laws
have not been taken.

    Lessee shall not cause or suffer any signs to be erected
upon  the  Demised  Premises, nor upon  any  Building(s)  or
Improvements  located  thereon  without  the  prior  written
approval   of   Lessor,  which  shall  not  be  unreasonably
withheld.

    Anything herein to the contrary, notwithstanding, Lessee
shall  not  at  any  time  overload  any  structural  member
(including,  by way of illustration and not limitation,  all
roofs,  columns, walls, beams, trusses and  floors)  of  the
Building  located on the Demised Premises; nor shall  Lessee
cause  or  suffer  the  demolition  of  the  Building(s)  or
Improvements, or any part(s) thereof (except as provided  in
Sec. 603) without the prior written approval of Lessor.

    The  Lessee further covenants and agrees that the  entry
into  occupancy of the Demised Premises by the Lessee  shall
constitute   an  acknowledgment  that  the  same   and   the
Building(s)  and Improvements thereon have been received  by
the  Lessee  in  good condition and repair, subject  to  the
warranties set forth herein.

    SEC 602.  ENVIRONMENTAL PROVISIONS.  As used herein, the
term    "Environmental   Laws"   includes   all    statutes,
regulations,  ordinances  and  orders,  federal,  state  and
local,  including,  but not limited  to,  Title  49  of  the
Arizona  Revised Statutes, which concern the  regulation  or
protection of the human health or the environment, including
the ambient air, surface water, groundwater, and surface and
subsurface   land  use,  and  any  regulations   promulgated
thereto.   The term "Regulated Substance" includes,  but  is
not  limited to, any and all hazardous substances, hazardous
wastes,  toxic substances or hazardous materials defined  or
regulated  by  the  Environmental  Laws  including  but  not
limited   to,  the  Comprehensive  Environmental   Response,
Compensation and Liability Act (42 U.S.C. 9601 et seq.)  and
the  Arizona  Environmental Quality Act (A.R.S.  49-201,  et
seq.)  and  any  rules, regulations and  guidelines  adopted
thereto.

    Lessee shall immediately notify Lessor in writing of any
(a)   correspondence  or  communication  from  any   entity,
governmental or private, regarding an actual, potential,  or
alleged  violation of Environmental Laws, and (b) any  event
or change mi Lessee's operation of the Demised Premises that
will  change Lessee's or Lessor's obligations or liabilities
under the Environmental Laws.

    Lessee  shall, at Lessee's own expense, comply with  all
existing and hereinafter enacted Environmental Laws, and any
amendments thereto, affecting Lessee's operation and use  of
the  Demised Premises and Lessee's use, storage and disposal
of  Regulated Substances.  Lessee shall obtain, prior to the
commencement of the Lease, all permits, licenses  and  other
authorizations required under the Environmental Laws.




    Lessor or Lessor's duly-authorized representative  shall
have the right to enter the premises at all reasonable times
to  determine  whether  Lessee is in  compliance  with  this
Section.   Lessee's failure to abide by the  terms  of  this
Section  shall be restrainable by injunction and may  result
in termination of the Lease, at Lessor's sole discretion.

    Lessee shall defend, indemnify and hold harmless Lessor,
its  agents,  successors and assigns, from and  against  any
claims   demands,  penalties,  fines,  liabilities  (whether
governmental  or private), settlements, damages,  costs,  or
expenses  (including,  without  limitation,  attorney's  and
consultants'  fees,  court costs, and litigation  expenses),
arising  out  of or in any way related to (a) the  presence,
use,  generation, storage, treatment, disposal,  release  or
threatened  release of any Regulated Substance that  is  on,
from,  or affecting the human health or environment, whether
or  not  previously disclosed to Lessor;  (b)  any  personal
injury (including wrongful death) or property damage of  any
kind arising out of or related to a Regulated Substance:  or
(c)  any  violation  of  any  Environmental  Law;  provided,
however, that such events described in clauses (a),  (b)  or
(c)  of  this  sentence are directly caused by  or  directly
attributable to the acts or omissions of Lessee, its agents,
and  contractors.  The provisions of this Section  and  this
indemnification   shall  be  in  addition   to   any   other
obligations and liabilities Lessee shall have to  Lessor  at
law  or in equity and shall survive the termination of  this
Lease.

    SEC.  603.  MAINTENANCE.  The Lessor warrants  that  the
foundation, exterior bearing walls, and wood roof  structure
shall be free from defects in material and workmanship until
such  times  as  any of these structural systems  have  been
altered  or  modified  by Lessee.   In  the  event,  of  the
occurrence of any such defect during the warranty period and
upon  receipt  of written notice from Lessee,  Lessor  shall
promptly  commence  and diligently prosecute  to  completion
such  repairs  as  are  necessary to  correct  such  defect.
Except  for  the aforegoing Lessor warranties, Lessee  shall
maintain  and  preserve  the  Demised  Premises,  including,
without  limitation,  the  interior  and  exterior  of   the
Building  thereon  in  good and clean condition  making  all
repairs,  replacements and restorations necessary  for  such
maintenance and preservation: including, without limitation,
tuckpointing, painting, glass replacement, glazing, caulking
and  the  repair, replacement and restoration  of  the  roof
covering,  docks,  landscaping  and,  parking  areas.    All
repairs,  replacements and restorations shall be in  quality
at least equal to the original construction.

    Notwithstanding anything herein to the contrary,  on  or
before  each  anniversary date of this  Lease  or  extension
thereof,  Lessee  shall deliver to Lessor  written  evidence
satisfactory to Lessor that the roof of the building on  the
Demised  Premises has been serviced by a roofing  contractor
licensed by the State of Arizona and satisfactory to Lessor.

    At  the  termination of this Lease, by lapse of time  or
otherwise, Lessee shall deliver the Demised Premises to  the
Lessor  in good condition and repair as obtained therein  at
the commencement of the term of this Lease subject, however,
to  the  loss  or damage due to any casualty to  the  extent
actually recovered by Lessor under insurance policies to  be
obtained  and maintained by Lessee as herein set  forth  and
normal  wear  and  tear.  Anything herein to  the  contrary,
notwithstanding, Lessee will not suffer any  waste  t@-occur
on  the  Demised  Premises and will  make  every  reasonable
effort  to  prevent the Demised Premises from  falling  into
disrepair;   including,  without  limitation,   the   prompt
performance  of  all  repair,  replacement  and  restoration
obligations of Lessee as herein set forth.

    SEC. 604. ALTERATIONS.  Lessee shall make no alterations
to  the  Demised Premises without prior written approval  of
Lessor  which  shall not be unreasonably withheld  provided,
however,  Lessee shall make no material alterations  to  the
Demised Premises (including roof, floor, and structural wall
penetration).  Lessee shall remove, on demand by Lessor  and
at   Lessee's  expense,  any  and  all  alterations  at  the
termination  of  this Lease, whether by  lapse  of  time  or
otherwise,  and  shall  repair any  damage  caused  by  such
removal,  restoring the Demised Premises to their  condition
prior  to  the making of any such alteration(s), or  any  of
them.

    Any and all alterations, additions and improvements made
to  or  placed upon the Demised Premises by the  Lessee,  or
suffered by Lessee to be made to or placed upon the  Demised
Premises,  as well as all fixtures and articles of  personal
property attached to or made a part of the Demised Premises,
which  Lessee has not removed or been required to remove  by
Lessor, shall immediately become the property of the  Lessor
at the termination of this Lease and shall be surrendered to
the Lessor.

    Subject  to  the provisions hereinabove set  forth,  the
Lessee  may  expend such additional sums of money  upon  the
Demised  Premises,  the Building and  Improvements  on  said
Demised  Premises as the Lessee may desire,  with  the  full
understanding that such additional sums so paid shall not be
deducted from or set off against any rents or other payments
due hereunder.,

    SEC.  605. LESSORS RIGHT TO INSPECT AND REPAIR.  Lessor,
its  agents  and  employees shall have  the  right,  at  any
reasonable  time after notice to Lessee, to enter  upon  the
Demised Premises to inspect the same in the presence  of  an
agent  of  Lessee  and  Lessee agrees  to  make  such  agent
available.   In  the  event Lessee fails  to  commence  such
repairs,  replacements or restorations as are  necessary  to
maintain  the  Demised  Premises in good  condition,  within
Thirty  (30)  days  after notice from  Lessor  or  fails  to
diligently prosecute the same to completion, the Lessor,  at
its  option, but without any obligation so to do,  may  make
such  repairs,  replacements, or restorations,  and  amounts
expended for such work by the Lessor shall be reimbursed  by
the  Lessee  as additional rent due hereunder,  promptly  on
demand, together with interest at Eighteen Percent (18%) per
annum from date of expenditure.

    Anything herein to the contrary, notwithstanding, Lessor
shall have the right, at any time, to enter upon the Demised
Premises, but without any obligation so to do, in  order  to
effect  any  repair,  replacement  or  restoration   of   an
emergency  nature  and  Lessee  shall  reimburse  Lessor  as
additional  rent  due hereunder, promptly upon  demand,  for
expenditures  incurred for such work and  if  Lessee  denies
Lessor  such access, Lessee agrees to defend, indemnify  and
hold  forever harmless the Lessor from and against  any  and
all  liability,  fines,  suits,  claims,  demands,  actions,
causes  of  action,  losses, costs, damages,  judgments  and
expenses of any kind or character, name or nature due to  or
arising directly or indirectly out of such emergency.

                         ARTICLE 7

INDEMNIFICATION AND HOLDING
HARMLESS OF LESSOR:

    SEC.  701. INDEMNIFICATION.  To the extent permitted  by
law,  Lessee  shall  defend, completely indemnify  and  hold
forever  harmless the Lessor from and against  any  and  all
liability, fines, suits, claims, demands, actions, causes of
action,  losses, costs, damages, judgments and  expenses  of
any kind or character, name or nature, due to or arising out
of:

        (a)  Any breach, violation or non-performance of any
        covenant,  obligation,  condition  or  agreement  in
        this  Lease set forth and contained on the  part  of
        the  Lessee  to  be  fulfilled,  kept,  observed  or
        performed; and/or

        (b)  any  damage  to,  loss or  destruction  of  any
        property  arising  directly  or  indirectly  out  of
        Lessee's  use and occupancy of the Demised Premises,
        except  for  any such damages, losses or destruction
        resulting from or attributable to the breach of  the
        warranty contained in the first sentence of  Section
        603 hereof; and/or

        (c)  any  injury to any person(s), including  death,
        resulting  at  any time therefrom, occurring  in  or
        about  the  Demised Premises and/or  the  sidewalks,
        drive  and  alleyways, pkways, if any, and  any  and
        all   other   appurtenances  thereunto  appertaining
        arising directly or indirectly out of

             Lessee's  use  and  occupancy  of  the  Demised
        Premises,  except  for any such injuries  or  deaths
        resulting from or attributable to the breach of  the
        warranty contained in the first sentence of  Section
        603 hereof.

    In the event the Lessor is made a party to any action or
proceeding  which Lessee is required to defend  pursuant  to
the  provisions  of this Lease, the Lessor  shall  have  the
right  to  appear  and to take part in any  such  action  or
proceeding  by legal counsel of Lessor's choice at  Lessor's
cost and expense.

    Lessee  and Lessor hereby agree to completely  indemnify
the prevailing party as to an costs and expenses incurred to
enforce   any  of  the  terms,  provisions,  conditions   or
covenants  of  this Lease; including, but  not  limited  to,
reasonable attorney's fees.

    Nothing  herein  shall be construed  as  obligating  the
Lessee  to  indemnify or hold harmless any party,  from  and
against  the  consequences of willful or negligent  acts  or
omissions of the party to be indemnified.

    SEC.  702. LOSS OF PROPERTY.  Anything in this Lease  to
the  contrary  notwithstanding Lessee agrees that  under  no
circumstances  shall Lessor be liable to Lessee  or  to  any
third  party for any loss of, destruction of, damage  to  or
shortage  of  any  property  other  than  that  directly  or
indirectly caused by defects, latent or otherwise, warranted
herein by Lessor; including, by way of illustration and  not
limitation,  equipment or inventory placed  on  the  Demised
Premises  or  suffered to be placed thereon  by  Lessee,  it
being  the intention of the parties hereto that the risk  of
any and all such loss, destruction, damage or shortage shall
be  borne  by Lessee and Lessee agrees to defend, completely
indemnify and hold Lessor forever harmless from and  against
any  and  all  liability,  suits, claims,  demands,  actions
causes  of  action,  losses, costs, damages,  judgments  and
expenses  if  any  arising  out of such  loss,  destruction,
damage or shortage.


                         ARTICLE 8

DAMAGE OR DESTRUCTION
OF BUILDINGS:

    SEC.  801. DAMAGE OR DESTRUCTION OF BUILDINGS.   If  any
Building or Improvements placed by the Lessor on the Demised
Premises  shall  be injured or destroyed by  fire  or  other
casualty  insured  against pursuant to  the  terms  of  this
Lease,  the  Lessor will, with due diligence  and  dispatch,
proceed  to collect the insurance thereon and if the  Lessor
elects  to repair or restore such Building, the Lessor  will
apply  the  insurance monies derived from said  policies  to
such repair and restoration.

    In the event that the monies realized from the insurance
policies  shall not be sufficient to restore  such  Building
and/or Improvements to their condition immediately prior  to
such  fire  or other such casualty, the Lessor may,  at  the
option  of  Lessor, advance the additional  funds  necessary
therefor,  and to the extent that the insufficiency  of  the
insurance  proceeds  was due to the  failure  of  Lessee  to
comply  with the provisions of this Lease and to the  extent
of  any deductible feature in the insurance coverage  to  be
provided  by the Lessee, the Lessee covenants and agrees  to
repay any such advance to the Lessor as additional rent  due
hereunder, promptly upon demand, with interest at  the  rate
of  Eighteen Percent (18%) per annum from the date  of  such
expenditure.

    In  the event Lessor does not elect to repair or restore
such  Building and/or Improvements within Thirty  (30)  days
after  such  a  casualty, such election to be  evidenced  by
written notice to Lessee within said time period, or if  the
repair  or  restoration  cannot reasonably  be  accomplished
within a period of one hundred twenty (120) days after  such
casualty, then in either of such events this Lease  and  the
term hereof, may be terminated
  and  cancelled  at  the election of either  party  hereto,
provided  written notice is given to the other party  within
Ten   (10)   days   after  the  expiration   of   the   last
aforementioned  such  Thirty (30) day period.   Absent  such
timely  notice  this Lease shall remain in  full  force  and
effect.

                         ARTICLE 9

RENT ABATEMENT
BECAUSE OF DAMAGE:

   SEC. 901. RENT ABATEMENT BECAUSE OF DAMAGE.  In the event
the  Building  and/or Improvements on the  Demised  Premises
shall  be damaged by fire or other casualty covered  by  the
provisions  of  the  insurance policies then  in  effect  as
provided for herein, the Lessee shall not be required to pay
rent  on  any untenantable portion of said Building and  the
rental reserved hereunder shall be reduced to the proportion
that   the  square  foot  area  of  the  Building  remaining
tenantable  bears  to  the total square  foot  area  of  the
original Building.  Such rental shall be increased pro rata,
from  time  to  time, if and when additional  areas  of  the
Building are returned to tenantable condition.


                         ARTICLE 10

CONDEMNATION:

   SEC. 1001.     AWARD.  In the event the Demised Premises,
or  any  part  thereof, shall be condemned or  taken  for  a
public  or  a  quasi-public use, or is sold by Lessor  under
threat  of condemnation, any award made or sales price  paid
to  compensate  for  the  value  of  the  Demised  Premises,
Building(s) and Improvements thereon, or for damages to  the
remainder  thereof  shall be paid to the Lessor  and  Lessee
shall   have   no  claim  thereto  and  the  Lessee   hereby
irrevocably assigns and transfers to the Lessor any right to
any  such compensation or damage awards, providing, however,
that  Lessee shall have the right to prove in the proceeding
and  to receive any award which may be made for damages  for
or  condemnation  of  Lessee's personal property,  including
movable trade fixtures and equipment and relocation costs.

    In the event any or all of the Demised Premises shall be
so  condemned or taken, the Lessee shall execute and deliver
to  Lessor, promptly on demand, all documents necessary  and
proper  to evidence the termination of the interest  of  the
Lessee  in  and  to  the Demised Premises  and  this  Lease,
including,  without  limitation, a  recordable  release  and
cancellation  of  this  Lease and a quit  claim  deed.   The
failure  of  the  Lessee  to  so execute  and  deliver  such
documents  shall in no way affect such termination  of  this
Lease  and the interest of the Lessee in and to the  Demised
Premises.

    SEC.  1002.     REMAINDER SUSCEPTIBLE OF OCCUPANCY.   In
the  event a part of the Demised Premises remains  which  is
susceptible  of  occupation for the uses set  forth  herein,
this  Lease shall, as to the part so taken, terminate as  of
the  date  title shall vest in the condemning authority  and
the  rent  payable hereunder shall be adjusted so  that  the
Lessee  shall  be required to pay for the remainder  of  the
term  only such fractional portion of such rent as the  area
of  the part of the building located on the Demised Premises
remaining  after  condemnation bears to  the  area  of  said
Building as of the date of condemnation: and in such  event,
this  Lease  shall remain in full force and effect  and  the
Lessor  shall promptly commence and diligently prosecute  to
complete  the restoration of the Building so that  it  shall
again  constitute  a  complete architectural  unit  but  the
Lessee shall be required to pay only that fractional portion
of  the  rent  as is provided for hereinabove in  this  Sec.
1002.

   In the event the Lessor does not so terminate this Lease,
this  Lease  shall remain in full force and effect  and  the
Lessor  shall promptly commence and diligently prosecute  to
completion the restoration of the Building so that it  shall
again  constitute  a  complete architectural  unit  but  the
Lessee shall be required to pay only that fractional portion
of  the  rent  as is provided for hereinabove in  this  SEC.
1002.

    SEC.  1003.     REMAINDER NOT SUSCEPTIBLE OF  OCCUPANCY.
In  the  event  all of the Demised Premises,  or  such  part
thereof be taken or condemned so that there does not  remain
a  portion susceptible for occupancy for the uses set  forth
herein,  this Lease shall terminate upon the date the  title
to  the  part  taken vests in the condemning  authority  and
Lessee's  obligation to pay rent or to discharge  any  other
obligation  hereunder, other than the payment of money  then
due  and damages arising out of any breach of the covenants,
conditions or terms hereof by the Lessee, shall cease.

    Notwithstanding  anything herein to  the  contrary,  the
Demised Premises shall not be deemed tenantable in the event
more  than  twenty-rive percent (25%) of  the  area  of  the
Building  located  on  the  Demised  Premises  is  taken  or
condemned.

                         ARTICLE 11

DEFAULT, BANKRUPTCY

    SEC.  1101.      DEFAULT, BANKRUPTCY.   It  is  mutually
agreed and understood by and between the parties hereto that
in  the  event during the term of this Lease, regardless  of
the pendency of any bankruptcy, insolvency, receivership  or
reorganization  proceedings, in law, equity  or  before  any
administrative  tribunal, or any other  governmental  entity
which  has  been prevented or which might prevent compliance
by Lessee with the terms or provisions of this Lease:

        (1)  Lessee  shall  default in the  payment  of  any
        installment of rent or other payment required to  be
        made  by  Lessee pursuant to the provisions of  this
        lease  and such default shall continue for Ten  (10)
        days  after  notice  of  such  default  from  Lessor
        provided  however that in the event Lessor  has  had
        to  give  Lessee notices of such default  more  than
        twice  in any twelve (12) consecutive month  period,
        this  notice  requirement shall thereupon  terminate
        and  Lessee shall be in default after the expiration
        of  any such ten (10) day period regardless of  lack
        of notice from Lessor; or

        (2)  Lessee shall make default in the provisions  of
        any  of  the  agreements, conditions,  covenants  or
        obligations   hereunder.  to  be  kept,   fulfilled,
        observed  or  performed  by  the  Lessee  and   such
        default  shall not be cured within Thirty (30)  days
        after notice of such default from Lessor to Lessee;

               Anything   hereinabove   to   the   contrary,
        notwithstanding, as to any such default  except  the
        payment   of  any  rent  or  other  monies  reserved
        herein,  in the event the Lessee shall, within  said
        Thirty  (30) day period, commence the cure  of  such
        default  and  diligently pursue  to  completion  any
        such  cure  as  soon as reasonably practicable,  the
        Lessor  may  not  declare the term  ended  and  this
        Lease terminated and cancelled; or

        (3)  if  any voluntary petition or similar  pleading
        under  any  bankruptcy act or any federal  or  state
        law   seeking  reorganization  or  arrangement  with
        creditors  or  adjustment of debts is  filed  by  or
        against   Lessee,  or  if  any  such   petition   or
        pleadings   is   involuntary  and  Lessee   is   not
        discharged  thereof within Thirty  (30)  days  after
        the date of its filing; or

        (4)  if Lessee admits its inability to pay its debts
        or  if a receiver, trustee or other appointee  of  a
        court,   administrative  tribunal  or  other  public
        authority  is  appointed for all  or  a  substantial
        part  of  Lessee's property and if such  appointment
        is  not vacated within Thirty (30) days after  being
        made; or


        (5)  if  the leasehold interest of Lessee is  levied
        upon  or  attached by process of law, and such  levy
        or  attachment  is  not released  of  record  within
        Thirty (30) days; or

        (6)  if  Lessee makes an assignment for the  benefit
        of  creditors, or if any proceedings are filed by or
        against  Lessee  to  declare  Lessee  insolvent   or
        unable  to  meet its debts and such proceedings  are
        not  discharged  within Thirty (30) days  after  the
        date of their filing; or

        (7) if a receiver or similar type of appointment  or
        court  appointee or nominee of any name or character
        is  made  for all or a substantial part of  Lessee's
        property  and  if  such receiver is  not  discharged
        within Thirty (30) days after appointment;

then, in any such event, Lessor shall have the right, at any
time thereafter (but prior to any timely cure as hereinabove
provided), with or without notice to avail itself to any  or
all  of the following remedies, (a) to lock the doors of the
Demised Premises and exclude Lessee therefrom; (b) to retain
or  re-enter  and take complete possession  of  the  Demised
Premises  pursuant  to  Landlord's statutory  lien;  (c)  to
remove  all  persons and all of Lessee's property therefrom;
(d)  to  terminate this Lease forthwith; (e) to@sue for  the
rent due and to become due under this Lease; (f) to sue for-
any  damages  sustained by Lessor and/or (g)  to  keep  this
Lease  in  full  force  and  effect  reletting  the  Demised
Premises  on  such terms and conditions as Lessor  may  deem
appropriate without prejudicing Lessor's rights  to  recover
past  and  future  rents  or  other  obligations  of  Lessee
hereunder.

    Anything  herein  to  the contrary, notwithstanding  any
payment  of  rent or any other payment to  be  made  by  the
Lessee  to Lessor, pursuant to the provisions of this Lease,
shall  bear  interest at the rate of Eighteen Percent  (18%)
per annum from the date payment was due.

    In the event the right, title and interest of Lessee  in
and  to  the  Demised Premises and this Lease is terminated,
whether  by  lapse  of time or otherwise, the  Lessee  shall
execute  and  deliver  to Lessor, promptly  on  demand,  all
documents  reasonably requested by Lessor to  evidence  such
termination:  including,  without limitation,  a  recordable
release  and  cancellation of this Lease and  a  quit  claim
deed.  The failure of Lessee to so execute and deliver  such
documents  shall  in no way affect the termination  of  this
Lease  and the interest of the Lessee in and to the  Demised
Premises.
    SEC.  1102.     NO WAIVER.  No waiver by Lessor  of  any
default by the Lessee of any of the obligations, agreements,
conditions  or  covenants on the part of the  Lessee  to  be
fulfilled, kept, observed or performed hereunder shall be  a
waiver of any subsequent default or of any other obligation,
agreement,  condition or covenant, nor shall any forbearance
by  Lessor to seek a remedy for any default by Lessee  be  a
waiver by Lessor of any of the rights and remedies available
to  Lessor  hereunder or by law granted or  permitted,  with
respect to such or any subsequent default.



                         ARTICLE 12

TRANSFER, ASSIGNMENT, SUBLEASE

    SEC.  1201.      TRANSFER,  ASSIGNMENT,  SUBLEASE.   The
Lessee  may  not assign, transfer, mortgage or  pledge  this
Lease  or the interest of the Lessee herein or hereunder  or
sublet Demised Premises or any portion thereof, without,  in
each  case,  the prior written consent of the  Lessor  which
shall   not   be   unreasonably  withheld.   Any   purported
assignment,  mortgage, transfer, pledge or sublease  without
the prior written consent
of the Lessor which shall not be unreasonably withheld.  Any
purported assignment, mortgage, transfer, pledge or sublease
without  the  prior  written  consent  of  Lessor  shall  be
absolutely null and void and of no legal force or effect.

    SEC. 1202.     INCREASED RENT TO LESSOR.  As a condition
precedent to the approval of any sublease, assignment or any
other  type of transfer by the Lessee to any third party  of
all  or  a  portion of its interest in and  to  the  Demised
Premises  pursuant to the provisions of this  Lease,  Lessee
agrees  that  it  will pay to the Lessor,  contemporaneously
with  the rental payments due hereunder, Fifty Percent (50%)
of  any  increased  economic  benefit  received  by  Lessee,
including,  without limitation, rent in excess of  the  rent
reserved  herein  and  in the event less  than  all  of  the
Demised  Premises are so subleased, assigned or  transferred
in any way, the Lessee shall pay to the Lessor Fifty Percent
(50%)  of any increase in the square foot rate of rent  paid
to  Lessee  by any third party.  Lessee shall also  increase
any  security deposit required hereunder to the amount of  a
full month's rent.

    The  rent that Lessee pays to the Lessor for the purpose
of  this, Section 1202. shall be calculated by dividing  the
monthly rent reserved herein by the square foot area of  the
building   located  on  the  Demised  Premises   as   stated
hereinabove.

    SEC. 1203.     MAINTENANCE, REPAIR, AND RESTORATION UPON
ASSIGNMENT  OR  SUBLETTING.  As  a  condition  precedent  to
Lessor's  consent  to any assignment or subletting  of  this
Lease or all or any part of the Demised Premises Lessor  may
at  it's  sole  discretion require Lessee to  undertake  any
deferred   maintenance   and  to  make   all   repairs   and
restorations which are the obligations of Lessee under  this
Lease prior to the effective date of any such assignment  or
sublease  in  the same fashion as could be required  at  the
expiration of this Lease Term.

    SEC.  1204.      LESSOR MAY SELL, MORTGAGE, TRANSFER  OR
ASSIGN.   Lessor  shall have the right  to  sell,  mortgage,
pledge,  hypothecate  or  in any other  manner  transfer  or
assign  the  interest of the Lessor in the Demised  Premises
and/or  in  the  Lease, subject to all of the covenants  and
conditions  of  and Lessee's rights under this  Lease.   The
term  "Lessor", as used in this Lease, means only the  owner
for  the time being of the Demised Premises and in the event
of  any  sale, conveyance or other transfer of  the  Demised
Premises, or the interest of Lessor in the Demised Premises,
the  Lessor shall upon purchaser's assumption, be and hereby
is entirely freed of all covenants and obligations of Lessor
hereunder  arising  after the date of  such  sale,  transfer
assignment or conveyance.  This Lease shall not be  affected
by  any  such  sale  and  Lessee agrees  to  attorn  to  the
purchaser or assignee.

    SEC.  1205.      SUBORDINATION.   This  Lease  shall  be
subject  and  subordinate to the lien  of  any  mortgage  or
mortgages  which at any time may be placed upon the  Demised
Premises  by Lessor, its successors or assigns, and  to  any
replacements, renewals or extensions thereof, provided  that
the holder of the encumbrance agrees to recognize for itself
and  its  successors, and assigns, Lessee's rights hereunder
notwithstanding any foreclosure.  Lessee agrees, at any time
hereafter,   on   demand,  to  execute   and   deliver   any
instruments,  releases  or  other  documents  that  may   be
required  for  the  purpose of subjecting and  subordinating
this  Lease  to the lien of any such mortgage  or  mortgages
subject to the provisions set forth above.

    SEC.  1204.      LESSOR MAY SELL, MORTGAGE, TRANSFER  OR
ASSIGN.   Lessor  shall have the right  to  sell,  mortgage,
pledge,  hypothecate  or  in any other  manner  transfer  or
assign  the  interest of the Lessor in the Demised  Premises
and/or  in  the  Lease, subject to all of the covenants  and
conditions  of  and Lessee's rights under this  Lease.   The
term  "Lessor", as used in this Lease, means only the  owner
for  the time being of the Demised Premises and in the event
of  any  sale, conveyance or other transfer of  the  Demised
Premises, or the interest of Lessor in the Demised Premises,
the  Lessor shall upon purchaser's assumption, be and hereby
is entirely freed of all covenants and obligations of Lessor
hereunder  arising  after the date of  such  sale,  transfer
assignment or conveyance.  This Lease shall not be  affected
by  any  such  sale  and  Lessee agrees  to  attorn  to  the
purchaser or assignee.

    SEC.  1205.      SUBORDINATION.   This  Lease  shall  be
subject and subordinate to the lien of any mortgage which at
any  time may be placed upon the Demised premises by Lessor,
its successors or assigns, and to any replacements, renewals
or  extensions  thereof, provided that  the  holder  of  the
emcumbrance   agrees  to  recognize  for  itself   and   its
successors,   and   assigns,   Lessee's   rights   hereunder
notwithstanding any foreclosure.  Lessee agrees, at any time
hereafter,   on   demand,  to  execute   and   deliver   any
instruments,  releases  or  other  documents  that  may   be
required  for  the  purpose of subjecting and  subordinating
this  Lease  to the lien of any such mortgage  or  mortgages
subject to the provisions set forth above.

    SEC.  1206.     LESSEE'S ESTOPPEL LETTER.  Lessee agrees
at  any  time and from time to time upon not less  than  Ten
(10)  days  prior  written request  by  Lessor  to  execute,
acknowledge  and  deliver to Lessor a statement  in  writing
certifying  that this Lease is unmodified and in full  force
and  effect  (or if there have been modifications  that  the
same is in full force and effect as modified and stating the
modifications), and the dates to which the  basic  rent  and
other charges have been paid in advance, if any, and all  of
the  defaults of Lessor hereunder, if any, it being intended
that  any such statement delivered pursuant to this  Section
may  be relied upon by any prospective purchaser of the  fee
or mortgagee or assignee of any mortgage upon the fee of the
Demised Premises.


                         ARTICLE 13

MISCELLANEOUS:

    SEC.  1301.     NOTICES.  Any notice provided for herein
shall be given by registered or certified mail addressed, if
to Lessor, as follows:

   Cemanudi Associates
   3225 S. Hardy Drive, Suite 105
   Tempe, Arizona 85282

with a copy to:

   Cemanudi Associates
   One First National Plaza
   Chicago, Illinois 60603
   Attention:     Law Department

and if to Lessee, as follows:

   Nelco Technology, Inc.
   1130 West Geneva Drive
   Tempe, Arizona 85282
   Attention:     President




with a copy to:

   Park Electrochemical Corporation
   5 Dakota Drive
   Lake Success, New York 11042
   Attention: General Counsel


    SEC. 1302.     CHANGE OF ADDRESS.  The person and places
to  which  notices  or  payments are to  be  mailed  may  be
changed, from time to time, by Lessor or Lessee upon written
notice to the other.

    SEC. 1303.     MODIFICATION.  This Lease may be modified
only by written agreement signed by Lessor and Lessee.

    SEC.  1304.      DESCRIPTIVE HEADINGS.  The  descriptive
headings  and  index  of  this Agreement  are  inserted  for
convenience in reference only and do not constitute  a  part
of this Agreement.

    SEC.  1305.     SUCCESSORS AND ASSIGNS.  This Lease  and
the  covenants,  terms,  conditions and  Provisions  hereof,
shall be binding upon the respective parties hereto and upon
their    respective   successors,   assigns   and   personal
representatives  and  shall inure to  the  benefit  of  said
respective   parties  hereto  and  their   said   respective
successors, assigns and personal representatives.

    Wherever in this Lease a reference to any of the parties
hereto  is made, such reference shall be deemed to  include,
wherever  applicable and even though not  expressly  stated,
also  a  reference to the successors, assigns  and  personal
representatives of such party, as the case may be, the  same
as if in every case expressly stated.

   The phrase "successors and assigns" is used in this Lease
in  its  broadest possible meaning and includes, in addition
to  administrators, trustees and conservators; every person,
firm, corporation or other entity succeeding to the interest
in  or  to this Lease, or any part thereof, or in or to  any
real  estate,  or any part or portion thereof, described  or
referred  to  herein or any part hereto, or of  any  of  the
successors  or  assigns  of  any such  party,  whether  such
succession  results  from the act of a  party  in  interest,
occurs by operation of law or is the effect of the operation
of  law  together  with  any act(s) of  any  such  party  or
parties.

    SEC.  1306.      ENTRY  TO SHOW PREMISES.   Lessor,  its
agents or assigns may, from time to time, during the term of
this Lease, and each and every extension hereof after notice
to  and in the company of Lessee, enter the Demised Premises
at  reasonable times to show the same to prospective  buyers
or tenants.

    During the last Six (6) months of the term of this Lease
or  after the occurrence of any default on the part  of  the
Lessee  hereunder,  after notice to and in  the  company  of
Lessee,  the Lessor hereby reserves the right to  enter  the
Demised  Premises (and prior to the curing of such  default)
and  to place, on the outer walls or roof of any building(s)
located  thereon and upon any part of the Demised  Premises,
outside such building(s), "For Sale" and/or "For Rent" signs
of  a type similar to those used in the area.  Lessee agrees
not  to remove, interfere with, or obstruct the view of  any
such sign(s).

    SEC.  1307.     TIME OF ESSENCE.  Time is of the essence
of  this  Lease  and in all of the conditions,  obligations,
agreements, provisions, terms and covenants hereof.

       SEC.    1308.        RESOLUTION.     Lessee    shall,
contemporaneously  with the execution and,delivery  of  this
Lease, also deliver to Lessor a copy of a Resolution of  the
Board of Directors of Lessee, or other evidence satisfactory
to   Lessor,  specifically  authorizing  those  of  Lessee's
officers  whose names are subscribed hereto  to  enter  into
this  Lease  Agreement with the Lessor named  herein.   Such
Resolution shall make reference to this Lease of the Demised
Premises,  lease  term and rental reserved,  shall  be  duly
certified to by the Secretary of said Board of Directors and
shall  be  appended  hereto  as Schedule  2.  Lessor  shall,
contemporaneously with the execution and  delivery  of  this
Lease,  also deliver to Lessee evidence of Lessor's  general
partner's  authority  to  bind  Lessor  of  the  officer  of
Lessor's general partner who executes this Lease Agreement.

    SEC.  1309.      UNENFORCEABILITY.   In  the  event  any
covenant,   term,   provision,  obligation,   agreement   or
condition of this Lease is held to be unenforceable  at  law
it  is  mutually agreed and understood, by and  between  the
parties hereto, that the other covenants, terms, provisions,
obligations,  agreements  and  conditions  herein  contained
shall remain in full force and effect.

    SEC.  1310.      WAIVER OF TRIAL BY  JURY.   The  Lessee
waives  a trial by jury of any or all issues arising in  any
action,  or proceeding between the parties hereto, or  their
successors arising out of, or in any way connected with this
Lease,  or  any  of  its  provisions the  Lessee's  use,  or
occupancy of the Demised Premises and/or any claim of injury
or damage.

    SEC. 1311.     GOVERNING LAW.  This Lease and the rights
of the parties hereto shall be interpreted and determined in
accordance with the laws of Arizona.

   SEC. 1312.     ENTIRE AGREEMENT.  This Lease contains the
Entire  Agreement between the parties respecting the matters
herein  set  forth  and  supersedes,  all  prior  agreements
between the parties hereto about such matters.

    SEC.  1313.      ADDITIONAL TERMS.   The  Lessor  hereby
covenants, represents and warrants as follows:

    (a)   The  Demised  Premises consists  of  approximately
38,311  square feet of land together with a building located
thereon containing approximately 13,995 square feet.

    (b)  Lessor has not received any notice of any violation
of  any  zoning ordinances, building codes or  other  local,
state  and  federal  statutes, codes, ordinances,  laws  and
regulations  and  has no knowledge of the existence  of  any
such violation.

    (c)   At Lessee's request, Lessor shall promptly execute
and  acknowledge  and deliver to Lessee Memorandum  of  this
Lease summarizing the material terms of this Lease.

    (d)   Lessor's covenants, representations and warranties
shall  be  true on and as of the date hereof, on and  as  of
August 31, 1989.


    SEC.  1314.      EXHIBITS AND SCHEDULES.  The  following
Exhibits  and  Schedules are attached hereto  and  expressly
made a part hereof, to wit:

   Exhibit A- Legal Description
   Schedule 1- Security Deposit
   Schedule 2- Lessee's Board Resolution
   Schedule 3- First and Second-Option to Extend Term

    IN  WITNESS WHEREOF, said Lessor and Lessee have  caused
this  instrument  to  be executed by their  respective  duly
authorized officers, all as of the day and year first  above
written.

                  Cemanudi Associates, Lessor
                  By CMD Corporation, its General Partner

                  By /s/ President

ATTEST:

/s/Secretary


                  NELCO TECHNOLOGY, INC.


                  By: /s/Robert A. Forcier, President

ATTEST:

/s/Ron Fleming, Secretary







                          EASEMENT

R/W# 2381 AGT. PRL
COUNTY Maricopa
Parcel MCR 228-38


CMD  SOUTHWEST INCORPORATED, an Arizona corporation, for  an
in  consideration  of  the  sum of  One  Dollar,  and  other
valuable   consideration,  receipt  of   which   is   hereby
acknowledged,  do  hereby grant to the  Salt  River  Project
Agricultural  Improvement and Power  District,  a  political
subdivision  of  the  State of Arizona, its  successors  and
assigns, the non-exclusive right, easement and privilege  to
construct,   operate  and  maintain  underground  electrical
conduits, together with its manholes, transformer  pads  and
vaults  and  other appurtenances through,  over,  under  and
across the following described property:

   The  East  162  feet of Lot 9 of BROADWAY  INDUSTRIAL
   PARK  UNIT 4-A, as recorded in Book 228 of Maps, page
   38, Maricopa County, Arizona.

             Said easement being 7.0 feet in width,
        3.5  feet  on  each side of  the  following
        described centerline:

             Commencing at the Southeast corner  of
        said  Lot  9; thence North 89 degrees  53',
        53"  West (assumed bearing) along the South
        line  thereof,  a distance  of  70.5  feet;
        thence  North  16 degrees 13'  47"  East  a
        distance  of 8.0 feet to the TRUE POINT  OF
        BEGINNING of the easement herein described;
        thence  continue North 16 degrees  13'  47"
        East a distance of 103.7 feet; thence North
        03 degrees 41' 27" East a distance of 103.3
        feet; thence South 88 degrees 37' 07"  West
        a distance of 13.0 feet to a terminus:

Caution: The above described easement contains high  voltage
electrical  equipment and notice is hereby  given  that  the
location  of underground electrical conduits may  vary  from
the  locations indicated in the above description, therefore
all  persons  who may excavate in the area must  accordingly
proceed with caution.

   The GRANTEE shall at all times have the right of full and
free  ingress  and egress to said easement for  the  purpose
heretofore specified, and the right to permit other  utility
companies  to use the right of way jointly with the  Grantee
for their utility purposes.

    In  the  event the right, privilege and easement  herein
granted shall be abandoned and permanently cease to be  used
for  the  purpose herein granted, all rights herein  granted
shall  cease  and  revert to the grantors,  their  heirs  or
assigns.

    The  covenants  and agreements herein  set  forth  shall
extend and inure in favor and to the benefit of and shall be
binding  on  the heirs, successors in ownership and  estate,
assigns and lessees of the respective parties hereto.

IN  WITNESS WHEREOF, CMD SOUTHWEST INCORPORATED, an  Arizona
corporation
has caused its corporate name to be signed and its corporate
seal  to  be  affixed by the undersigned officers  thereunto
duly authorized, this 24th day of August, 1981.


                       /s/ President
State of Arizona
County of Maricopa


                 CERTIFICATE OF RESOLUTION
                             OF
                   NELCO TECHNOLOGY, INC.


     The  undersigned,  Harry  Linzer,  Secretary  of  NELCO
TECHNOLOGY,   INC.,  an  Arizona  corporation   (hereinafter
referred to as the "Corporation"), hereby certifies that the
following  resolutions were duly and  regularly  passed  and
adopted in all respects as required by law and the Bylaws of
the Corporation, and that such resolutions are still in full
force and effect and have not been revoked:

   RESOLVED, that the Corporation should, and it  hereby
   does,  approve  that  certain Lease  by  and  between
   Cemanudi Associates, an Illinois limited partnership,
   as  Lessor,  and  the  Corporation,  as  Lessee,  for
   approximately  38,311 square feet of  land,  together
   with    a   building   located   thereon   containing
   approximately 13,995 square feet, commonly  known  as
   1104 West Geneva Drive, Tempe, Arizona 85282; and

   FURTHER  RESOLVED, that Robert A. Forcier,  President
   of the Corporation, should be acting alone hereby is,
   authorized  to  execute said Lease on behalf  of  the
   Corporation.

IN  WITNESS WHEREOF, the undersigned has signed his name  as
Secretary  of the Corporation on this 1st day of  September,
1989.



Harry Linzer
Secretary

















SCHEDULE 1

SECURITY DEPOSIT:

    Lessee  has  deposited the sum of Five Thousand  Dollars
($5,000)  with  the  Lessor as security  for  the  full  and
faithful  performance by the Lessee of  the  terms  of  this
Lease.   It  is agreed that in the event Lessee defaults  in
respect  of  any of the terms, provisions and conditions  of
this  Lease, including, but not limited to, the  payment  of
rent  and  additional rent, Lessor may use, apply or  retain
the  whole or any part of the security so deposited  to  the
extent  required for the payment of any rent and  additional
rent  or  any other sum as to which Lessee is in default  or
for  any  sum which Lessor may reasonably expend or  may  be
reasonably required to expend by reason of Lessee's  default
in  respect of any of the terms, covenants and conditions of
this  Lease, including, but not limited to, any  damages  or
deficiency  accrued before or after summary  proceedings  or
other re-entry by Lessor.

    In  the  event  that Lessee shall fully  and  faithfully
comply  with the terms, provisions, covenants and conditions
of  the  Lease,  the  security shall be returned  to  Lessee
promptly  after the date fixed as the end of the Lease  Term
and  after delivery of the entire possession of the  Demised
Premises to Lessor.

    In  the event of a sale of the demised premises,  Lessor
then  has  the  right  to  transfer  the  security  to   the
purchaser, and upon the purchaser's assumption Lessor  shall
thereupon  be  released  by Lessee from  all  liability  for
return of such security and Lessee agrees to look to the new
Lessor solely for return of said security.




SCHEDULE 2

LESSEE'S BOARD RESOLUTION


   [To be inserted by Lessee]



SCHEDULE 3

FIRST OPTION TO EXTEND TERM

    Lessee, at its option, may extend the term of this Lease
for  an  additional Five (5) years by delivering irrevocable
written  notice  thereof upon the Lessor at  lease  Six  (6)
Months  prior  to the expiration of the then existing  Lease
Term,  and  upon delivery of said notice, the term  of  this
Lease shall be extended for said additional period upon  the
same  terms without further action of the parties;  subject,
however, to the further provisions of this schedule.

RENTAL DURING FIRST EXTENSION OF TERM:

    In the event the original term of this Lease is extended
as  hereinabove provided, the Annual Net Basic  Rent  during
the  first three (3) years of the extended term will be  the
greater of the following:

        (a)  The  Annual Net Basic Rent during the last  two
        (2) years of the original Lease term; or




        (b)  An  amount equal to the product of  Sixty-three
        Thousand Eight Hundred Seventeen and 20/100  Dollars
        ($63,817.20) multiplied by a fraction which  has  as
        its  denominator the United States All Item Consumer
        Price  Index  (1982-1984 = 100), All Urban  Consumer
        Section,  issued by the Bureau of Labor  Statistics,
        U.S.  Department of Labor (hereinafter the  "CPI-U")
        published  for the month immediately  prior  to  the
        beginning  of the original term of this  Lease  and,
        as  its numerator said Index published for the month
        immediately prior to the commencement date  of  said
        extension;

    In the event the original term of this Lease is extended
as  herein  provided, the Annual Net Basic Rent  during  the
last  two (2) years of the extended term will be the greater
of the following:

        (c)  The  Annual  Net Basic Rent  during  the  first
        three (3) years of the extended term; or

        (d) An amount calculated by the following formula:

   (A)x(.50)x{(B/C)-1.00}+(A) = Annual Basic Rent during the
last  two                               (2) year of extended
term of Lease.

             where  A  =The  amount described  in  preceding
             subparagraphs (a) or (b) whichever is greater;

             where  B  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the last two year period of the extended term.

             where  C  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the Five year extended term.

    All such Annual Net Basic Rent due to be paid during any
and  all extensions of the original Lease Term shall be paid
in  equal  monthly  installments, in advance,  in  the  same
manner  as  the rent paid during the original Term  of  this
Lease.

    In  the  event  that the Index hereinabove  referred  to
ceases   to  incorporate  a  significant  number  of   items
contained therein in the Index last published prior  to  the
commencement date of the original term of this Lease, or  if
a  substantial change is made in the method of  establishing
such  Index, then the Index shall be adjusted to the  figure
that  would  have  resulted had no change  occurred  in  the
manner  of  computing such Index.  In the  event  that  such
Index (or a successor or substitute Index) is not available,
a  reliable  governmental or other non-partisan  publication
evaluating  the information theretofore used in  determining
the Index, shall be used in lieu of such Index.


SECOND OPTION TO EXTEND TERM:

   Provided Lessee has validly exercised the First Option to
Extend Term hereinabove described, Lessee at its option, may
extend the term of this Lease for a second, additional  Five
(5)  years by delivering irrevocable written notice  thereof
upon  the  Lessor  at  lease Six (6)  months  prior  to  the
expiration  of the first Five year extension  of  the  Lease
Term,  and  upon delivery of said notice, the term  of  this
Lease shall be extended for said additional period upon  the
same  terms without further action of the parties,  subject,
however to the further provisions of this Schedule.

   RENTAL DURING SECOND EXTENSION OF TERM:

    The  Annual Net Basic Rent due to be paid to Lessor  for
said  Demised Premises during the first Three (3)  years  of
the second option to extend shall be the "Market Rental,  as
that term is hereinafter defined.  The Market Rental will be
equal to the product of 13,995 multiplied by the market rate
of  rent  per  square  foot for comparable  warehouse/office
space  for a comparable lease term on the commencement  date
of  the  option  term (hereinafter referred  to  as  "Market
Rate").   The  Market Rate will be determined as hereinafter
set  forth without regard to (a) the rate of rent Lessee  is
then  paying for the Demised Premises, and (b) the value  of
Lessee's  improvements  and trade fixtures.   In  the  event
Lessee  desires to consider exercising its second option  to
extend as set forth in this Schedule, Lessee shall submit to
Lessor  nine (9) months prior to the expiration of the  then
existing  lease term, a written statement setting forth  the
Lessee's proposed Market Rate, which statement shall include
the  method used and assumptions made in arriving at such  a
rate.   Lessor shall within twenty (20) days of  receipt  of
the  statement accept or reject the same or submit a revised
statement  of Market Rate which statement shall include  the
method used and assumptions made in arriving at such a rate.
If  Lessor accepts Lessee's statement of Market Rate, Market
Rate  shall  be determined as set forth therein  and  Lessee
shall,  in the event it exercises its option to extend,  pay
to  Lessor  during the first Three (3) years of  the  second
option to extend, Annual Net Basic Rent equal to the product
of  Market Rate times 13,995 square feet.  If Lessor  elects
to  submit a revised statement, Lessee shall within ten (10)
days  of  receipt thereof either accept or reject the  same.
If Lessee accepts Lessor's revised statement of Market Rate,
Market  Rate  shall be determined as set forth  therein  and
Lessee  shall,  in  the  event it exercises  its  option  to
extend,  pay  to Lessor Annual Net Basic Rent determined  as
set  forth  above  in this paragraph.  If,  however,  Lessor
rejects  Lessee's statement of Market Rate or Lessee rejects
Lessor's  revised  statement of Market Rate,  the  rejecting
party shall name and appoint an independent M.A.I. appraiser
and  give written notice thereof to the non-rejecting  party
within five (5) days of the date of such rejection.  The non-
rejecting  party shall, within five (5) days of the  receipt
of  said  notice  of  rejection, name  and  appoint  another
appraiser  and  give  the  rejecting  party  written  notice
thereof.  Thereafter, said appraisers shall select  a  third
appraiser.   If said appraisers are unable to agree  on  the
selection  of a third appraiser within five (5)  days,  they
shall  jointly petition the Superior Court of the County  of
Maricopa, Arizona, for the appointment of a third appraiser.
Thereupon, the said appraisers shall independently determine
the  market  rate  for leasing the Demised Premises.   Their
respective written reports of Market Rate shall be submitted
to  Lessor and Lessee not later than seven (7) months  prior
to  the expiration of the then term or on such later date as
Lessor and Lessee may mutually agree.  Upon delivery of  the
aforesaid written reports of value, and Market Rate
shall   be  computed  as  follows:  (a)  average  the  three
appraisals  and disregard the appraisal which  deviates  the
greatest from the average; and (b) average the two remaining
appraisals.   The  average of the two  remaining  appraisals
shall  constitute the Market Rate and shall be binding  upon
the  Lessor and Lessee.  In the event Lessee then  exercises
its  option  to  extend, the exercise of  which  shall  take
place,  if  at  all, at lease six (6) months  prior  to  the
expiration of the then existing lease term, Lessee shall pay
to  Lessor  during the first three (3) years of  the  second
option  to extend Annual Net Basic Rent equal to the product
of  Market  Rate times 13,995 square feet.  The  Lessor  and
Lessee  shall each bear the fees, costs and expenses of  the
appraiser  selected by it, and the fees, costs and  expenses
of  the appraiser appointed by the parties' appraisers shall
be  shared  equally  by Lessor and Lessee.   Either  party's
failure  to  fully  comply  in a  timely  fashion  with  the
provisions regarding determination of Market Rate  shall  be
deemed  an abandonment of this method of determining rental,
and  the Market Rate shall be determined solely by the  non-
defaulting  party's appraiser.  Thereafter, the  Annual  Net
Basic  Rent  to be paid for the Demised Premises during  the
fourth and fifth years of the second option to extend  shall
be the greater of the following:

        (a)  The  Market Rental (as determined hereinabove);
        or

        (b) An amount calculated by the following formula:

   (A)x(.50)x{(B/C)-1.00}+(A) = Annual Basic Rent during the
last two
                        (2) year of second extended term  of
Lease.


             where  A =The Annual Net Basic Rent during  the
             first  three  (3) years of the second  extended
             term.

             where  B  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the   last  two  year  period  of  the   second
             extended term.

             where  C  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the second Five year extended term.

   In the event that the Price Index hereinabove referred to
ceases   to  incorporate  a  significant  number  of   items
contained  in  the  Index  last published  prior,  or  if  a
substantial  change  is made in the method  of  establishing
such  Index, then the Index shall be adjusted to the  figure
that  would  have  resulted had no change  occurred  in  the
manner  of  computing such Index.  In the  event  that  such
Index (or a successor or substitute Index) is not available,
a  reliable  governmental or other non-partisan  publication
evaluating  the information theretofore used in  determining
the Index, shall be used in lieu of such Index.

    All  such rental required herein shall be paid  in  then
lawful  money  of  the  United States of  America  in  equal
monthly  installments; one installment to be paid  upon  the
first  day of each and every calendar month during the  term
hereof  to  the Lessor at such place as may,  from  time  to
time,  be  designated by them; and in the  absence  of  such
designation,  at  the last known office  of  the  Lessor  in
Tempe, Arizona.


RESTRICTIONS ON OPTION:

   Lessee may not exercise an Option if Lessee is in any way
in  default  of  any of the terms, conditions  or  covenants
contained  in  this Lease beyond an applicable cure  period,
and  the occurrence of any default by Lessee from and  after
the  date  of  notice of exercise of an Option and  Lessee's
subsequent   failure  to  cure  said  default   within   the
applicable period, shall result in the immediate termination
forever  of  the Options, and all rights of  Lessee  as  set
forth in this Schedule without further action of the parties
and all without prejudice to the other rights of Lessor.

    The  Options are for the sole benefit of the above named
Lessee and shall automatically terminate upon any assignment
of  this  Lease, sublease of the Demised Premises, or  other
transfer  of  this  Lease  and/or  the  rights  of   Lessee,
provided,  however,  that Lessee shall  have  the  right  to
exercise  only the next available option to extend the  term
an  additional five (5) years in the event Lessee assigns or
subleases  this  Lease, pursuant to the provisions  of  SEC.
1201,   subject   however,  to  the  following   terms   and
conditions:

        1)   This right to exercise one (1) option to extend
        the  term  in the event of an assignment or sublease
        is  a one time right, and shall not be applicable in
        the   event   of   any  subsequent  assignments   or
        subleases;

        2)   Notwithstanding  the provisions  of  Article  3
        with  regard  to  determining the Annual  Net  Basic
        Rent,  the Annual Net Basic Rent during the extended
        term  if  this  option  is  exercised  following  an
        assignment   or  sublease,  shall  be  the   "Market
        Rental",  and  shall be determined substantially  in
        accordance  with the procedures set  forth  in  this
        Schedule 3 for determining Market Rental.

        3)   Notwithstanding the provisions of SEC.1202,  as
        a   condition  precedent  to  the  approval  of  any
        sublease,  assignment of any other type of  transfer
        by  the  Lessee  to  any third party  of  all  or  a
        portion  of  its  interest in  and  to  the  Demised
        Premises  pursuant to the provisions of this  Lease,
        Lessee  agrees  that  it will  pay  to  the  Lessor,
        contemporaneously  with  the  rental  payments   due
        during  the five (5) year option period, any amounts
        Lessee  may  receive in excess of the Market  Rental
        as  determined aforesaid, and in the event less than
        all  of  the  Demised  Premises  are  so  subleased,
        assigned  or  transferred in  any  way,  the  Lessee
        shall  pay to the Lessor any increase in the  square
        foot  rate of rent paid to Lessee during this option
        period by any third party.




[Exhibis-02-10.08]bd

</TEXT>
</DOCUMENT>
