MARLTON TECHNOLOGIES INC
EX-10 (S) WOODLANDS AT RIVERSIDE - LEASE AGMT.
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>lease-agt.txt
<DESCRIPTION>EX-10 (S) WOODLANDS AT RIVERSIDE - LEASE AGMT.
<TEXT>
                                  EXHIBIT 10(s)

                             WOODLANDS AT RIVERSIDE

                                 LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into this the 12th day of August, 1993,
between Woodlands Joint Venture No. V534-3, a Georgia Partnership, hereafter
referred to as "Lessor' and Sparks Exhibits Inc. a Georgia Corporation,
hereafter referred to as "Lessee":

                                   WITNESSETH:

        1. LEASED PREMISES: In consideration of the rents, terms, provisions and
covenants to this Lease, Lessor hereby leases, lets and demises to Lessee the
following described premises (sometimes referred to as "Leased Premises") see
Exhibit "A" attached hereto and by this reference made a part hereof and
containing approximately 80,876 square feet located in that certain building
known as 8125 Troon Circle, Austell, Georgia 30001, (the "building") located on
that certain tract of land more particularly identified on exhibit "B" attached
hereto and made a part hereof (the "Property"), said Property being a part of
that certain development known as "Woodlands at Riverside" (the "Park").

        2. TERM: (a) Subject to and upon the conditions set forth below, the
term of this Lease shall commence on October 1, 1993, (sometimes referred to as
"Commencement Date") and shall terminate one hundred twenty, 120 months
thereafter.

        (b) Within thirty (30) days after the Commencement Date, Lessor and
Lessee will execute and deliver a Commencement Date Agreement in the form
attached as Exhibit "F" and by this reference made a part hereof, with the
blanks appearing thereon completed in accordance with the provisions of this
Lease in order to memorialize the Commencement date and expiration date of this
Lease.

        3. RENT: (a) Lessee agrees to pay Lessor the sum of $2,561,746.92 as the
total base rental for the term of this Lease. Lessee agrees to pay such total
base rental in monthly installments of (See Exhibit "D", Special Stipulations,
paragraph number one (1), which amounts shall be due and payable to Lessor in
advance, without deduction or setoff, prior notice or demand at the address
shown below on the first day of each and every month (1) following the
Commencement Date for the entire term of the Lease. One monthly installment of
base rental installments being paid in accordance with the foregoing; provided,
that if the Commencement Date should be a date other than the first day of a
calendar month, the monthly installment of base rental for such month shall be
prorated to the end of that calendar month, and thereafter, all succeeding
monthly installments of base rental shall be due and payable on of before the
first day of each succeeding calendar month during the demised term. Lessee
shall pay, as additional rental, all other sums due under this Lease as provided
for hereunder.

        (b) Intentionally omitted.

        (c) If any increase of the fire insurance premiums paid by Lessor for
the Building in which Lessee occupies space is caused by Lessee's use and
occupancy of the Leased Premises, of if Lessee vacates the Leased Premises
during the lease term and causes an increase in such premiums, then Lessee shall
pay in additional rental the entire amount of such increase to Lessor. Lessor
warrants that, as of the date of this Lease, Lessee's use of the Leased Premises
for the purposes of office, warehouse, showroom and the production and storage
of trade show products shall not cause any increase of the fire insurance
premiums paid by Lessor for the Building in which Lessee occupies space. Lessee
recognizes and agrees that said warranty is strictly limited to premium
increases which would take place as of the date of this Lease when taking into
account Lessor's Insurer's present premium calculation policies and is in no way
intended to be a warranty as to possible increases which may occur in the
future, for whatever reason, including, but not limited to, changes in the
policies or underwriting standards of Lessor's present insurer or any future
insurer.

(1) as set forth in Exhibit "D" Special Stipulations paragraph No. 1.

<PAGE>

          (d) Other remedies for nonpayment of rent notwithstanding. If the
monthly rental payment is not received by Lessor on or before the tenth day of
the month for which rent is due, or if any other payment due Lessor by Lessee is
not received by Lessor on or before the tenth day of the month next following
the month in which Lessee was invoiced, a service charge of five percent (5%) of
such past due amount shall become due and payable in addition to such amounts
owed under this Lease. (1)

          (e)  In the event the operating expenses (as defined below) of Lessor
for the Building, Property, and/or Park of which the Leased Premises are a
part shall, in any calendar year during the term of this Lease. (1a) exceed the
sum of $.15 per square foot, Lessee agrees to pay as additional rental Lessee's
pro rata share of such excess operating expenses. Lessor shall, following the
close of any calendar year for which additional rental is due under this
paragraph, invoice Lessee for the additional rental. The invoices shall include
in reasonable detail all computations of the additional rental, and Lessee
agrees to pay the additional rental within ten (2) days following receipt of the
invoice. If this Lease shall terminate on a day other than the last day of a
year, the amount of any additional rental payable by Lessee applicable to the
year in which such termination shall occur shall be prorated on the ratio that
the number of days from the commencement of such year to and including such
termination date bears to 365. If at any time during the term of this Lease,
Lessor has reason to believe the per square foot operating expenses for the
calendar year will exceed the sum set forth above, Lessor may by invoice direct
Lessee to prepay monthly one-twelfth of an amount equal to the additional rental
due for the previous year. If the invoice delivered following the close of the
calendar year in accordance with this subparagraph 3(e) shows an amount owing by
Lessee that is less than the sum of the monthly payments made by Lessee in the
previous calendar year, the invoice shall be accompanied by a credit (3) for the
excess from the Lessor to the Lessee. If such invoice shows an amount owing by
Lessee which is more than the sum of the monthly payments made by Lessee in  the
previous calendar year. Lessee shall pay such deficiency to Lessor within ten
(3) days after receipt of the invoice. During the year in which this lease
terminates, Lessor shall have the option to invoice Lessee for the Lessee's pro
rate share of the excess operating expenses based upon the previous year's
excess operating expenses: Lessor shall invoice Lessee under this option within
thirty days prior to the termination of the Lease or at any time thereafter. In
the event Lessee reasonably believes the additional rental amounts charged to it
based on its pro rate share of operating expenses are in error, Lessee shall
have the right to request additional documentation substantiating such operating
expenses. The obligation to pay such additional rental amounts shall survive the
termination of this Lease. For all purposes of this Lease, the term "Pro Rata
Share" shall refer to the ratio of the total floor area of the Leased Premises
to the total floor of the Building or Park whichever is applicable in such
instance. (4)

          (f) The term "operating expenses" as used above means all actual costs
and expenses paid or incurred by Lessor or on its behalf in connection with the
maintenance, management, operation, repair (including the items in subparagraph
7 (a) below (4a)), cleaning, security and landscaping of the common areas of the
Property and Building including, without limitation, the Property's share of
common area charges and assessments with respect to the Park. The term
"operating expenses" also includes all real property taxes and installments of
special assessments, including special assessments due to dead restrictions
and/or owners' associations, which accrue against the Building and/or Property
of which the Leased Premises are a part during the term of this Lease as well as
all insurance premiums Lessor is required to pay or deems (5) necessary to pay,
with respect to the Building and/or Property. The term "operating expenses" does
not include any capital improvement to the Building and/or Property of which the
Leased Premises are a part, not shall it include repairs, restoration or other
work occasioned by fire, windstorm or other casualty, income and franchise taxes
of Lessor, leasing commissions, expenses for the renovating of space for new
tenants, interest or principal payments on any mortgage or other indebtedness of
Lessor.

          (g) Lessor and Lessee agree that no portion of the base rental, rent
adjustments for operating expense, or additional rental paid by Lessee during
the portion of the term of this Lease occurring after the expiration of any
period during which such amounts were abated shall be allocated, for income tax
purposes, by Lessor or Lessee to such abatement period, nor are such amounts
intended by the parties to be allocable, for income tax purposes, to any
abatement period.

          4. SIGNS: Notwithstanding anything to the contrary set forth in the
Lease, signage rights will be provided on the front of the building (6). The
actual sign and its respective installation cost shall be at the expense of the
Lessee and shall conform to Riverside Architectural covenants (7). Lessee shall
be responsible for any damage to the Building occasioned by the installation of
any such signs. Lessee shall place no sign upon the roof of the Leased Premises
or Building, nor any part of the roof, including the flashing or gutters of the
Leased Premises or Building. Lessee shall repair any damage to the Building

<PAGE>

caused thereby, including, but not limited to discoloration. Excepting "force
majeure", Lessee shall be required to install identification signage within
ninety (90) days of the commencement, subject to the aforementioned conditions
and limitations. The provisions hereof shall survive the termination of this
Lease.

        5. USAGE: (A) Lessee warrants and represents to Lessor that the Leased
Premises shall be used and occupied only for the purpose of office, warehouse,
showroom and the production and storage of products and no other purposes.
Outside storage, including, without limitation, trucks and other vehicles, is
prohibited without Lessor's prior written consent. Without Lessor's prior
written consent, Lessee shall not receive, store, or otherwise handle any
substance, product, material or merchandise which is explosive or highly
flammable, toxic or hazardous. Lessee shall occupy the Leased Premises, conduct
its business and control its agents, employees, invitees and visitors in such a
manner as is lawful, reputable and will not create any nuisance or otherwise
interfere with, annoy or disturb any other tenant in its normal business
operations or Lessor in its management of the Building. Lessee shall not commit,
or suffer to be committed, any waste on the Leased Premises, Lessee shall not
permit the Leased Premises to be used in any way which would render void the
fire insurance on the Leased Premises or contents of the or contents of the
Building. (8)

(1)       Notwithstanding the foregoing, Lessor agrees to notify Lessee in the
          even a monthly rental payment or any other payment is past due in
          accordance with this paragraph. The Lessee has two (2) business days
          to cure such past due payment before a service charge of 5% shall
          become due.
(1a)      prorated for the year 1993 from the Commencement Date.
(2)       twenty (20)
(3)       refund
(4)       Lessor represents that Lessee's estimated expense of the pro-rata
          share of such excess operating expenses during the first year of this
          lease will be approximately $.34 per square foot; provided, however,
          the aforesaid representation is not a guarantee but merely Lessor's
          good faith estimate. Lessee agrees to be responsible for its own
          utility cost associated with the Leased Premises.
(4a)      but excluding those expenses set forth in footnote 3 to paragraph 7
(5)       reasonably
(6)       within column lines F and P as shown on Exhibit "A".   The exact
          location of the actual sign shall be agree to be Lessor and Lessee
(7)       as previously delivered to Lessee
(8)       Lessor represents that Lessee's permitted use of the Leased Premises
          is permitted under all applicable zoning laws.

         (b) "Hazardous Substances", as used in this Lease shall mean
pollutants, contaminants, toxic or hazardous wastes, or any other substances,
the removal of which is required or the use of which is restricted, prohibited
or penalized by any "Environmental Law", which term shall mean any federal,
state or local law or ordinance relating to pollution or protection of the
environment. Lessee hereby agrees that:

        (1) no activity will be conducted on the Leased Premises which will
            produce any Hazardous Substance(1);
        (2) the Leased Premises will not be used in any manner for the storage
            of any Hazardous Substances (1);
        (3) no portion of the Leased Premises will be used as a landfill or a
            dump;
        (4) Lessee will not install any underground tanks of any type;
        (5) Lessee will not allow or cause any surface or subsurface conditions
            to exist or come into existence that constitute, or with the passage
            of time may constitute, a public or private nuisance;
        (6) Lessee will not permit any Hazardous Substances to be brought into
            the Leased Premises (1).

(2)
Lessee agrees to indemnify and hold Lessor harmless from all claims, demands,
actions, liabilities, costs, expenses, damages and obligations of any nature
arising from or as a result of the use of the Leases Premises (1) by Lessee, its
agents, employees, contractors, invitees or licenses. The foregoing
indemnification shall survive the termination or expiration of this Lease.

6.       Intentionally Omitted

<PAGE>

        7. REPAIRS AND MAINTENANCE: (a) Unless otherwise expressly provided,
Lessor shall not be required to make any improvements, replacements or repairs
of any kind or character to the Leased Premises during the term of this Lease,
except repairs to the roof, foundation, exterior walls (not including any
windows or doors) and additional maintenance as may be reasonably necessary
beginning not more than fifteen (15) days after written notice by Lessee.
Lessor's cost of maintaining these items are subject to the additional rental
provisions in paragraph 3. (3) Lessor shall not be liable to Lessee, except as
expressly provided in this Lease, for any damage or inconvenience, and Lessee
shall not be entitled to any abatement or reduction of rent by reason of any
repairs, alterations or additions made by Lessor under this Lease. (4)

              (b) Upon occupancy of the Leased Premises for business purposes,
Lessee shall be deemed to have accepted the Leased Premises in their then
present condition and as suited for the uses intended by Lessee (5). Lessee
shall, throughout the Term of this Lease and all renewals thereof, at its sole
cost and expense, maintain in good order and repair the Lease Premises,
including, without limitation, the heating and air conditioning equipment
(including, but not limited to, replacement of parts, compressors, air handling
units and heating units) and other improvements located therein, except those
repairs expressly required to be made by Lessor. (6) Lessee agrees to enter into
a service contract with a reliable certified heating and air conditioning
company to maintain the heating and air conditioning units and keep them in good
working order. Lessee shall furnish Lessor a copy of the service contract and,
upon request of Lessor. Lessee shall also furnish copies of routine maintenance
reports or Invoices. Lessee shall be responsible for pest and termite control.
Lessee shall be responsible for maintenance of the sprinkler valves and any
alarm systems in the Leased Premises. Lessee agrees to maintain adequate
dumpster service and to keep the Lease Premises in a neat, clean and attractive
manner. Lessee shall not damage any demising wall or disturb the integrity and
support provided by any demising wall and shall, at its sole cost and expense,
promptly repair any damage or injury to any demising wall caused by Lessee or
its employees, agents or invitees. Lessee further agrees to repair, at its sole
cost and expense, glass and exterior doors (including loading) serving the
Leased Premises and, in addition, to make, at its sole cost and expense, all
repairs made necessary by the negligence of Lessee, its agents, employees,
contractors, licensees, invitees or guests

              (c) Lessee shall not allow any damage to be committed on any
portion of the Leased Premises, and at the termination of this Lease, by lapse
of time or otherwise, Lessee shall deliver the Leased Premises to Lessor in any
good condition as existed at the Commencement Date of this Lease, ordinary wear
and tear excepted. The cost or expense of any repairs necessary to restore the
condition of the Leased Premises shall be borne by Lessee, and if Lessor
undertakes to restore the Leased Premises it shall have a right of reimbursement
against Lessee.

              (d) All requests for repairs or maintenance that are the
responsibility of Lessor pursuant to any provision of this Lease must be made in
writhing to Lessor at the address set forth below.

(1) in violation of any Environmental Law
(2) To the best of Lessor's knowledge, there are no Hazardous Substances under
    or in the Leases Premises. Lessor has received no notice from any
    governmental agency or other person or entity that the Leased Premises is in
    violation of any Environmental Law, or rule, law or regulation applicable to
    the use or disposal of Hazardous Substance.
(3) Lessor agrees to make all repairs because of damage caused by persons other
    then Lessee, it agents, employees, invitees, licensees or visitors and as
    may be necessary solely because of the negligence of Lessor at its expense,
    beginning not more than fifteen (15) days after written notice by Lessee.
(4) which does not unreasonably interfere with Lessee's use of the Leased
    Premises,
(5) subject to punch list items and other latent defects discovered by Lessee
    during its occupancy of the Leased Premises
(6) The Lessor represents that such equipment will be new upon installation. The
    Lessor agrees to pass through to Lessee the benefit of all warranties
    provided with such equipment.

        8. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Lessee, at Lessee's
expense, shall comply with all laws, ordinances, orders, rules and regulations
of state, federal, municipal or other agencies or bodies having jurisdiction
relating to the use, condition and occupancy of the Lease Premises (1). Lessee
will comply with the rules of the Building adopted by Lessor which are set forth
on a schedule attached to this Lease (see Exhibit "C" attached hereto and by
this reference made a part hereof). Lessor shall have the right at all times to
change the rules and regulations of the Building or to amend them in any
reasonable manner as may be deemed advisable for the safety, care and
cleanliness, and for the preservation of good order, of the Leased Premises (2).

<PAGE>

All changes and amendments in the rules and regulations of the Building will be
sent by Lessor to Lessee in writing and shall thereafter be carried out and
observed by Lessee.

        9. ALTERATIONS AND IMPROVEMENTS: (A) Lessee shall not make any
alternations, additions or replacements to the Leased Premises, or any repairs
required of Lessor under this Lease, without the prior written consent of
Lessor, such consent to be given or withheld at the (3) discretion of Lessor,
except for the installation of unattached movable fixtures, which may be
installed without drilling, cutting, or otherwise defacing the Leased Premises
(4). All alterations, additions, and improvements made in and to the Leased
Premises and all floor covering that is cemented or adhesively fixed to the
floor and all fixtures (other than trade fixtures) which are installed in the
Leased Premises shall remain in and be surrendered with the Lease Premises and
shall become the property of Lessor at the expiration or sooner termination of
this Lease, provided so long as Lessee is not in default hereunder, Lessee shall
have the right to remove (5) from the Leased Premises, provided that Lessee
shall repair and restore any damage to the Lease Premises caused or occasioned
by such removal.

              (b) All repairs, alterations, additions and improvements done by
Lessee within the Leased Premises shall be performed in a good and workmanlike
manner, in compliance with all governmental requirements, and at such times and
in such manner as will cause a minimum or interference with other construction
in progress and with the transaction of business in the Building and/or Park.
Whenever Lessee proposes to do any construction work within the Leased Premises,
Lessee shall first furnish to Lessor plans and specifications covering such work
in such detail as Lessor may reasonably request. Such plans and specifications
shall comply with such requirements as Lessor may from time to time (6)
prescribe for construction within the Building and/or Park. In no event shall
any construction work be commenced within the Premises without Lessor's written
approval of such plans and specifications. (7) In the event Lessee does perform
any construction work without the prior written consent of Lessor, Lessor shall,
in addition to all other remedies it might have hereunder or at law, have the
right to require Lessee to immediately remove any unapproved additions or
improvements and restore the Leased Premises to the condition existing prior to
such unauthorized construction. Without limiting the generality of the
foregoing, Lessee shall under no circumstances make any penetration of the roof
of the Building without Lessor's consent, which consent may be given or withheld
by Lessor in its sole and absolute discretion. In the event Lessor consents to a
penetration of the roof, all such work shall be performed by contractors
designated or approved by Lessor and shall be supervised by Lessor or its
designees and performed under conditions and subject to such conditions and
requirements as may be established by Lessor. Lessee shall and hereby agrees to
indemnify and hold Lessor harmless from and against any and all loss, cost,
damage, expense or liability (including without limitation, court costs and
attorneys' fees) ever suffered or incurred by Lessor as a result of any
penetration of the roof, (8) including, without limitation, costs of repair,
loss of income, claims for damages from other tenants of the Building and
damages which result if any warranty on the roof held or maintained by Lessor is
voided or impaired by such penetration. The provisions hereof shall survive the
termination of this Lease. Additionally, any penetration of the roof without
Lessor's consent shall be deemed an immediate event of default hereunder
entitling Lessor to the exercise of all rights and remedies provided in this
Lease or at law or equity.

          10. FLOOR PENETRATION AND FLOOR LOADING: Under no circumstances may
Lessee penetrate the floor slab of the Building without Lessor's prior written
consent, which may be given or withheld by Lessor in its sole and absolute
discretion. Lessee agrees that the point pressure resulting from the Lessee's
racking system, inventory, forklifts and equipment pertaining to Lessee's us e
of the Leased Premises shall not exceed allowable design floor loading for floor
slabs on grade. Lessee shall be responsible to provide steel plates, angles or
channels as required to distribute floor loading to the Building design loads.
Lessee agrees not to use any vehicle, including, but not limited to those have
steel wheels, that will cause damage to the floor slab. Lessee shall hold
harmless Lessor from any loss, liability, any expenses, both real and alleged,
arising out of such damage or repair caused by Lessee's negligence or failure to
comply with this paragraph.

         11. LESSOR IMPROVEMENTS: Lessor agrees promptly following the execution
hereof, to prepare the Leased Premises (9) for occupancy by Lessee in accordance
with the terms and provisions of the Work Agreement attached hereto as EXHIBIT
"E" and by this reference mad a part hereof. If Lessor shall be delayed in
substantially completing the scope of tenant finish described in Exhibit "E"
and/or any additional work hereafter provided for, if any, as a result of:

<PAGE>

                  (a) Lessee's failure to promptly and timely furnish any
information (10) by Lessor; or

                   (b) Lessee's delay in approving the plans; or

(1) however, Lessee shall not be required to make ay structural changes to the
Leased Premises which might be required by such agencies or bodies unless such
changes are necessitated by the particular use of the Leased Premises by Lessee

(2) provided; however, Lessee's use of the Leased Premises is not materially
adversely affected by such changes
(3) reasonable
(4) provided; however, that the Lessee shall not make any alterations or repairs
to the Leased Premises, if such alterations or repairs affect the roof, floor,
exterior walls or other structural components of the building without Lessor's
written consent, such consent to be given or withheld at the sole and absolute
discretion of Lessor.
(5) any or all such alterations and trade fixtures installed by Lessee
(6) reasonably
(7) Lessor shall grant approval or disapproval in writing within thirty (30)
days of Lessee's written request and Lessor's receipt of such plans and
specifications covering such request. In the event Lessor disapproves of
Lessee's request, Lessor shall furnish Lessee with a reasonably detailed
explanation of such disapproval.
(8) by Lessee, its agents, employees, contractors, licensees, invitees or guests
(9) by October 1, 1993 in a good and workmanlike manner in compliance with
governmental requirements.
(10) requested in writing

              (c) Lessee's request for materials, finishes or installations
other than Lessor's building standard items necessitating long lead items to
obtain as they are not readily available in the area where the Leased Premises
are located with the understanding that Lessor will notify Lessee of any long
lead time items which would delay construction so Lessee may request substitutes
therefore; or

              (d) Lessee's (1) changes in any plans, (2) which changes are
contrary to Lessee's original requirements and/or to the plans; or (3)

              (e) Interference with Lessor's work by Lessee or any contractor of
Lessee, notwithstanding such delay then the Leased Premises shall be deemed
ready for occupancy pursuant to the terms of this Lease Agreement and the
Commencement Date shall be October 1, 1993.

        12. SERVICES: Lessor agrees to provide at its cost, all gas, water and
electrical service to the utility company's point of connection and telephone
service connection point in the building for the Leased Premises; Lessee agrees
to pay directly to the provider (except as otherwise set forth below) all
charges, fees (hook-up, installation and the like) and deposits incurred for any
utility services used on the Leased Premises. Lessor shall in no event be liable
for any interruption or failure of utility service to the Leased Premises, (4)
but, if requested by Lessee, Lessor shall use reasonable efforts to cooperate
with Lessee in securing speedy resumption of said interrupted service. Lessee
shall promptly notify the proper public authorities and utility companies to
provide service for water, sewer, trash removal, gas, electricity and all other
utilities required or desired by Lessee, which services are to be in Lessee'
name and all costs for such services shall be borne by Lessee as its sole
responsibility. In the event the water and sewer connections into the Leased
Premises are jointly metered with other premises, Lessee covenants and agrees to
pay Lessor on a monthly basis as additional rent, sixty-one and on half percent
(61.5%) of all water and sewer charges applicable to the Building, (5)

        13. CONDEMNATION: (a) If, during the term (or any extension or renewal)
of this Lease, all or a substantial part of the Leased Premises are taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
the taking would prevent or materially interfere with the use of the Leased
Premises for the purpose for which they are then being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease effective on the date physical possession is take by the condemning
authority. In no event shall Lessee have claim against Lessor or against the
total award for the value of the unexpired lease term or otherwise, and Lessee
shall not be entitled to any part of any award that may be make for such taking,
nor to any damages therefore except that the rent shall be adjusted as of the
date of such termination of this Lease. (6)

<PAGE>

        14. FIRE AND CASUALTY: (a) If the Leased Premises should be totally
destroyed by fire or other casualty, or if the Leased Premises should be damaged
so that rebuilding reasonably cannot be completed within one hundred eight (180)
working days after the date of written notification by Lessee to Lessor of the
destruction, this Lease shall terminate and rent shall be abated for the
unexpired portion of the Lease, effective as of the date of the casualty. (7)

              (b) If the Leased Premises should be partially damaged by fire or
other casualty, and rebuilding or repairs can reasonably be completed within one
hundred eight (180) working days from the date of written notification by Lessee
to Lessor of the destruction, this Lease shall not terminate, but Lessor shall
at its sole risk and expense proceed with reasonable diligence to rebuild or
repair the Building or other improvements to substantially the same condition in
which they existed prior to the damage. If the Lease Premises are to be
contributed by actor negligence of Lessee, its agents, employees, invitees or
those for whom Lessee is responsible, the rent payable under this Lease during
the period for which the Leased Premises are untenantable shall be adjusted to
such an extent as may be fair and reasonable under the circumstances. In the
event that Lessor fails to complete the necessary repairs or rebuilding within
one hundred eighty (180) working days from the date of written notification by
Lessee to Lessor of the destruction, Lessee may at its option terminate this
Lease by delivering written notice of termination to Lessor, whereupon all
rights and obligations under this Lease shall crease to exist.

(1) Material
(2) causing delays
(3) with the understanding that Lessor will notify Lessee of any such material
    changes which will cause delay so Lessee may elect to forego such changes
(4) except to the extent caused by the negligence of Lessor, its agents or
    employees
(5) provided that should any other tenant in the Building in the reasonable
    opinion of the Lessor, use a substantially disproportionate amount of water
    in its operation, Lessor shall reallocate the cost to reflect such
    disproportionate usage.
(6) Lessee shall be entitled to seek a condemnation award provided that Lessee's
    award shall in no way reduce the amount of Lessor's condemnation award
(7) Lessor shall notify Lessee within forty-five (45) days of receipt of
    Lessee's written notice of the occurrence of such causality, of the
    estimated number of days that will be necessary to re-build or repair the
    Leased Premises.

         15. INSURANCE: (a) Lessee shall maintain comprehensive general
liability insurance in the amount of at least One Million Dollars ($1,000,000)
per occurrence, naming Lessor as an additional insured. Prior to taking
possession of the Lease Premises, and thereafter at least fifteen (15) days
prior to expiration of the current policy, Lessee shall deliver a certificate of
such insurance to Lessor, providing for at least ten (10) days written notice to
Lessor prior to any cancellation or non-renewal of coverage. Lessee hereby
waives all right of recovery against Lessor for any loss or liability which is
covered by such comprehensive general liability insurance.

                  (b) Property Insurance. Lessee acknowledges and agrees that
Lessee is solely responsible for insuring Lessee's personal property, fixtures
and equipment located in or about the Lease Premises. Lessee waives all claims
or rights of recovery from any all=risk or fire insurance which Lessor may
obtain with respect to the Building in which the Leased Premises are located.

                  (c) If Lessee fails to comply with the foregoing requirements
relating to Insurance, Lessor shall have the right to obtain such Insurance and
Lessee shall pay an additional rental to Lessor on demand the premium cost
thereof plus interest from the date of payment until repaid by Lessee.

         16 WAIVER OF SUBGOGATION: Anything in this Lease to the contrary
notwithstanding, Lessor or Lessee hereby waive and release each other of and
from any and all rights of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that my
occur to the Lease Premises, improvements to the Building of which the Leased
Premises are a part, or personal property (Building contents) within the
Building, by reason of fire or the elements regardless of cause or origin,
including negligence of Lessor or Lessee and their agents, officers and
employees. Because this paragraph will preclude the assignment of any claim
mentioned in it by way of subrogation or otherwise to an insurance company or
any other person, each party to this Lease agrees immediately to give to each
insurance company which has issued to it policies of insurance covering all risk

<PAGE>

of direct physical loss, written notice of the terms of the mutual waivers
contained in the paragraph, and to have the insurance policies properly
endorsed, if necessary, to prevent the invalidation of the insurance coverage by
reason of the mutual waivers contained in this paragraph.

         17 HOLD HARMLESS: Lessor shall not be liable to Lessee's employees,
agents, invitees, licensees or visitors, or to any other person, for any injury
to person or damage to Property on or about the Leased Premises caused by the
negligence or misconduct of Lessee, its agents, servants or employees, or of any
other person entering upon the Leased Premises under express or implied
invitation by Lessee, or caused by the Building and improvements located on the
Leased Premises becoming out of repair, or caused by leakage of gas, oil, water
or steam or by electricity emanating from the Leased Premises (1). Lessee agrees
to indemnify and hold harmless Lessor of and from any loss, attorney's fees, and
expenses for claims arising out of any such damage or injury.
         (2)

         18 QUIET ENJOYMENT: Lessor warrants that it has full right to execute
and to perform this Lease and to grant the estate demised and that Lessee, upon
payment of the required rents and performing the terms, conditions, covenants
and agreements contained in this Lease, shall peaceably and quietly have, hold
and enjoy the Lease Premises during the full term of this Lease as well as any
extension or renewal thereof.

         19 LESSOR'S RIGHT OF ENTRY: Lessor shall have the right but not the
obligation, at all reasonable hours, (3) to enter the Leased Premises for the
following reasons; inspection; cleaning or making repairs; making alterations or
additions as Lessor may deem necessary or desirable; determining Lessee's use of
the Lease Premises, or determining if any act of default under this Lease has
occurred; or to show the Leased Premises to prospective Lessees during the last
(4) of the term of this Lease.

         20 ASSIGNMENT OR SUBLEASE; Lessor shall have the right to transfer and
assign, in whole or in part, its rights and obligations in the Building and
Property that are the subject of this Lease. Lessee shall not assign this Lease
or sublet all or any part of the Leased Premises without the prior written
consent of Lessor (5). Furthermore, Lessor shall not be required to consent to
an assignment or subletting unless Lessee has fully informed Lessor of the terms
of such assignment or subletting and agrees in writing to pay Lessor fifty
percent (50%) of any amounts received by Lessee from such assignee or sublessee
in excess of the rent payable hereunder and that failure to pay same shall
constitute and event of default hereunder. In the event of any subletting Lessee
shall nevertheless at all times remain fully responsible and liable for the
payment of the rent and for compliance with all of its other obligations under
the terms, provisions and covenants of this Lease. Upon the occurrence of an
"event of default" as defined herein, if all or any part of the Leased Premises
are then sublet, Lessor, in addition to any other remedies provided by this
Lessee or provided by law, may, as its option, collect directly from the
sublessee all rents becoming due to Lessee by reason of the sublease, and Lessor
shall have a security interest in all properties on the Leased Premises to
secure payment of such sums. Any collection directly by Lessor from the
sublessee shall not be construed to constitute a novation or a release of Lessee
for the further performance of its obligation under this Lease.

(1) unless caused by the negligence of Lessor, its agents and employees
(2) Lessee shall not be liable to Lessor's employees, agents, invitees,
    licensees or visitors, or to any other person for any injury to person or
    damage to property on or about the Leased Premises caused either in whole or
    in part by the negligence or misconduct of Lessor, its agents, servants or
    employees, or any other person entering upon the Leased Premises under
    express or implied invitation of Lessor. Lessor agrees to indemnify and hold
    harmless Lessee of and from any Loss, attorney's fees, expenses or claims
    arising out of any such damage or injury.
(3) and upon prior notice to Lessee except in the case of an emergency
(4) nine (9) months
(5) which consent shall not be unreasonably withheld. By way of example but not
    by way of limitation, Lessor will not be deemed to have unreasonably
    withheld its consent to a proposed assignee or subtenant if (a) in the
    reasonable judgment of Lessor such proposed assignee/subtenant is of a
    character or in engaged in a business which is not in keeping with the
    standards of Lessor for the Building or the Park; (b) in the reasonable
    judgment of Lessor, any purpose for which the proposed assignee/subtenant
    intends to use the Leased Premises is not in keeping with the standards of
    Lessor for the Building or the Park; provided, however, in no event, may ann
    purpose for which the proposed assignee/subtenant intends to use the Leased
    Premises be in violation of this Lease; or (c) the proposed assignee/
    subtenant is not, in the reasonable opinion of Lessor, at least as

<PAGE>

    financially responsible as Lessee was expected to be at the time of
    execution of this Lease. In relation to the foregoing, Lessee agrees to
    require any proposed subtenant/assignee to provide Lessor with reliable
    information which will allow Lessor to assess whether the proposed subtenant
    /assignee is a reputable and financially responsible entity.

         21   INTENTIANALLY LEFT BLANK

         22   DEFAULT BY LESSEE:  The occurrence of any one of the following
events shall automatically (without any need for prior notice or demand)
constitute an event of default hereunder;

              (a) Lessee shall fail to pay when due any installment of rent or
any other payment required pursuant to this Lease; (1)
              (b) INTENTIONALLY LEFT BLANK

              (c) Lessee shall fail to comply with any term, provision or
covenant of this Lease, other than the payment of rent, and the failure is not
cured within thirty (30) days after written notice to Lessee; (1a)

              (d) Lessee shall file a petition or be adjudged bankrupt or
insolvent under the National Bankruptcy Act, as amended, or any similar law or
statue of the United States or any state; or a receiver or trustee shall be
appointed for all or substantially all of the assets of Lessee; or Lessee shall
make a transfer in fraud of creditors or shall make an assignment for the
benefit of creditors or

              (e) Lessee shall do or permit to be done any act which results in
a lien being filed against the Leased Premises or the Building and/or Property
of which the Leased Premises are a part (2).

         23 REMEDIES FOR LESSEE'S DEFAULT: Upon the occurrence of any event of
default set forth in this Lease, Lessor shall have the option to pursue any one
or more of the following remedies without any notice or demand:

             (a) Terminate this Lease, in which event Lessee shall immediately
surrender the Leased Premises to Lessor, and if Lessee fails to surrender the
Leased Premises, Lessor may, without prejudice to any other remedy which it may
have for possession or arrearage in rent, enter upon and take possession of the
Leased Premises, and lock out, expel, or remove Lessee and any other person who
may be occupying all or any part of the Lease Premises without being liable for
prosecution or any claim for damages. Lessee agrees to pay on demand the amount
of all loss and damage which Lessor may suffer by reason of termination of the
Lease under this subparagraph, whether through inability to relet the Leased
Premises on satisfactory terms or otherwise.

              (b) enter upon and take possession of the Leased Premises, and
lock out, expel or remove Lessee and any other person who may be occupying all
or any part of the Leased Premises without being liable for any claim for any
claim for damages, and relet the Leased Premises on behalf of the Lessee and
receive directly the rent by reason of the reletting. Lessee agrees to pay
Lessor on demand any deficiency that may arise by reason of any reletting of the
Leased Premises; further, Lessee agrees to reimburse Lessor for any 93)
expenditures made by it for remodeling or repairing in order to relet the Leased
Premises.

              (c) Enter upon the Leased Premises, without being liable for
prosecution of any claim for damages, and do whatever Lessee is obligated to do
under the terms of this Lease. Lessee agrees to reimburse Lessor on demand of
any expenses which Lessor may reasonably incur in effecting compliance with
Lessee's obligations under this Lease; further; Lessee agrees that Lessor shall
not be liable for any damages resulting to Lessee from effecting compliance with
Lessee's obligations under this subparagraph.

              (d) Declare to be due and payable immediately the entire amount of
the unpaid total rental for the balance of the term of the Lease and other sums
which would become due and payable during the remainder of the term, discounted
to the present value by using a discount rate equal to ten percent (10%)
annually. Upon such acceleration of such amounts, Lessee agrees to pay the same
at once, together with the total rental and other amount theretofore due, at

<PAGE>

Lessor's address as provided herein; provided, however, that such payment shall
not constitute a penalty or forfeiture but shall constitute liquidated damages
for Lessee's failure to comply with the terms and provisions of this Lease.

         Any specification herein of Lessor's remedies shall not be deemed to be
exclusive; but said remedies shall be in addition to all other remedies in its
favor, howsoever existing, and shall be accumulative. (4)

(1) after ten (10) days written notice to Lessee. Notwithstanding the foregoing,
Lessee shall only be entitled to written notice of Lessor's failure to receive
any installment due, two (2) times during each lease year.
(1a) or if such default cannot be cured within said thirty (30) day period, then
such longer period as may be reasonably necessary provided Lessee diligently and
continuously pursues such cure
(2) and does not have such lien removed within
thirty (30) days after written notice of the existence of said lien by Lessor to
Lessee
(3) reasonable
(4) Notwithstanding any other language continued in this
paragraph 23 or elsewhere in this lease to the contrary, it is understood and
agreed that should an event of default occur within the initial sixty (60)
months of the term hereof and as a result Lessor elects to proceed under any of
the remedies provided for in subparagraphs 23 (a0 (b) (c) or (d) or any other
remedy provided for by law or in equity, this lease shall be deemed to be for
sixty (60) months ending September 30, 1998. Lessee's obligations with respect
to any such event of default shall be limited to only those remedies, and
damages relating to and/or rental amounts becoming due during the initial sixty
960) months of the term hereof.

         24 WAIVER OF DEFAULT OR REMEDY: Failure of Lessor to declare an event
of default immediately upon its occurrence, or delay in taking any action in
connection with an event of default, shall not constitute a waiver of the
default, but Lessor shall have the right to declare the default at any time (1)
and take such action as is lawful or authorized under this lease. Pursuit of any
one or more of the remedies set forth in paragraph 23 above shall not preclude
pursuit of any one or more of the other remedies provided elsewhere in this
Lease or provided by law, nor shall pursuit of any remedy provided constitute
forfeiture or waiver of any rent or damages accruing to Lessor by reasons of the
violation of any of the terms, provisions or covenants of this Lease. Failure by
Lessor to enforce one or more of the remedies provided upon an event of default
shall not be deemed or construed to constitute a waiver of the default or of any
other violation or breach of any of the terms, provisions and covenants
contained in this Lease.

         25 ACTS OF GOD: Neither Lessor nor Lessee shall be required to perform
any covenant or obligation in this Lease, or be liable in damages to Lessee, so
long as the performance or non-performance of the covenant or obligation is
delayed, caused by or prevented by an act of God or force majoure. (2)

         26 ATTORNEY'S FEES: In the event either party employs an attorney to
enforce or defend any claim or cause of action relating to this Lease, the
prevailing party therein shall be entitled to recover its reasonable attorney's
fees (2a) and costs from the other, and the other shall so pay.

         27 HOLDING OVER:In the event of holding over by Lessee after the
expiration or termination of this Lease, the hold over shall be as a "tenant at
sufferance" and all of the terms and all of the terms and provisions of this
Lease shall be applicable during that period, except that Lessee shall pay
Lessor as rental for the period of such hold over an amount equal to (3) of the
rent which would have been payable by Lessee had the hold over period been a
part of the original term of this Lease. Lessee agrees to vacate and deliver the
Lease Premises to Lessor upon Lessee's receipt of notice from Lessor to vacate.
The rental payable during the hold over period shall be payable to Lessor on
demand. No holding over by Lessee, whether with or without consent of Lessor,
shall operate to extend this Lease except as otherwise expressly provided.

         28 ESTOPPEL CERTIFICATES: Lessee accepts this Lease subject and
subordinate to any recorded first mortgage or a security deed lien presently
existing or hereafter created upon the Leased Premises. Lessor is hereby
irrevocably vested with full power and authority to subordinate Lessee's
interest under this Lease to any first mortgage or security deed lien hereafter
placed on the Leased premises, and Lessee agrees upon demand to execute
additional instruments subordinating this Leasse as Lessor may require. If the
interests of Lessor under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any first mortgage or
security deed on the Leased Premises, Lessee shall be bound to the transferee
(sometimes called the "Purchaser"), at the option of the Purchaser, under the

<PAGE>

terms, covenants and conditions of this Lease for the balance of the term
remaining, and any extensions or renewals, with the same force and effect as if
the Purchaser were Lessor under this Lease, and, if requested by Purchaser,
Lessee agrees to attorn to the Purchaser, including the first mortgagee under
any such mortgage if it be the Purchaser, as its Lessor. (4)

         29 ESTOPPEL CERTIFICATES: Lessee agrees to furnish within ten (10) days
and, from time to time, upon request of Lessor or Lessor's mortgagee, a
statement certifying, if applicable, that Lessee is in possession of the Leased
Premises; the Lease Premises are acceptable; the Lease is in full force and
effect; the Lease is unmodified; Lessee claims no present charge, lien, or claim
of offset against rent; the rent is paid for the current month, but is not
prepaid for more than one month and will not be prepaid for more than one month
in advance; there is no existing default by reason of some act or omission be
Lessor; and such other matters as may be reasonable required by Lessor or
Lessor's mortgagee.

         30 SUCCESSORS: This Lease shall be binding upon and inure to the
benefit of Lessor and Lessee and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should Lessor's interest in the Leased Premises cease to exist for any reason
during the term of this Lease, then notwithstanding the happening of such event
this Lease nevertheless shall remain unimpaired and in full force and effect and
Lessee hereunder agrees to attorn to the then owner of the Leased Premises.

         31   DEFINITIONS: he following definitions apply to the terms set forth
              below as used in this Lease: (a) INTENTIONALLY LEFT BLANK

              (b) An `act of God" or "force majeure" is defined for purposes of
this Lease as strikes, lockouts, sit-downs, material or labor restrictions by
any governmental authority, unusual transportation delays, riots, floods,
washouts, explosions, earthquakes, fire, storms, weather (including wet grounds
or inclement weather which prevents construction), acts of the public enemy,
wars, insurrections and nay other causes not reasonably within the control of
Lessor or Lessee and which by the exercise of due diligence Lessor or Lessee is
unable, wholly or in par, to prevent or overcome.

              (c) The "Commencement Date" shall be the date set forth in
paragraph 2. The "Commencement Date" shall constitute the commencement of this
Lease for all purposes, whether or not Lessee has actually taken possession.

         32 MISCELLANEOUS: the captions appearing in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such paragraph. If any provision of this Lease
shall ever be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Lease, and such
other provisions shall continue in full force and effect.

(1)      prior to Lessee's cure of such default
(2)      provided; however, this shall not apply to Lessee's obligation to pay
         any installment of rent or additional rent due.
(2a)     actually incurred and calculated at customary hourly rates (3) one
         hundred and fifty percent (150%)
(4)      Lessor agrees to request that the holder of any recorded first mortgage
         execute and deliver a non-disturbance agreement to Lessee in form and
         substance satisfactory to such holder.

33.      NOTICE: (a) All rent and other payments required to be made by Lessee
         shall be payable to Lessor at the address et forth below:

b.       All payments required to be made by Lessor to Lessee shall be payable
         to Lessee at the address first set forth below or to such other address
         Lessee may direct by written notice to Lessor.

c.       Any notice of document required or permitted to be delivered by this
         Lease shall be deemed to be delivered (whether or not actually
         received) (1) deposited in the United States Mail, postage prepaid,
         certified mail, return receipt requested, addressed to the parties at
         the respective address set our below:

<PAGE>



            LESSOR:                            LESSEE:

  Woodlands Joint Venture No. V534-3          Mr. Michael W. Tomkin
  c/o Bullock, Terrell and Mannelly           President
  Property Management Department              Sparks Exhibits, Inc.
  400 Perimeter Center Terrace, Suite 145     2828 Charter Road
  Atlanta, Georgia  30346                     Philadelphia, Pennsylvania  19154

  with a copy to:                             with a copy to:

  Regional Counsel                            Attn:  President
  The Prudential Property Casualty            Marlton Technologies, Inc.
  One Ravinia Drive, Suite 1400               Balapointe Office Centre
  Atlanta, Georgia  30346                     111 Presidential Blvd., Suite 101
                                              Bala Cynwyd, PA  19004

        34. BROKERAGE COMMISSIONS: Except with respect to New South Commercial
Properties ("Broker"), Lessee warrants and represents to Lessor that Lessee has
not employed or retained any Broker, finder or agent in connection with the
negotiation or execution of this Lease and, except with respect to Broker who's
commission is to be paid by Lessor, agrees to indemnify and hold Lessor harmless
from and against any loss, cost, damage, liability or expense incurred by Lessor
resulting from attributable to, any claim for a broker's fee, finder's fee or
real estate commission owned by Lessee or claimed by any party claiming by,
through or under Lessee or claiming to be Lessee's agent.

        35. ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES: It is expressly
agreed by Lessee (2) as a material consideration for the execution of this
Lease, that this Lease, with the specific references to written extrinsic
documents, is the entire agreement of the parties; that there are, and were, no
verbal representations, warranties, understandings, stipulations, agreements or
promises pertaining to this Lease or the expressly mentioned written extrinsic
documents not incorporate in writing in this Lease. Lessor and lessee expressly
agree that there are and shall be no implied warranties of merchantability,
habitability, fitness for a particular purpose or of any other kind arising out
of this Lease and there are no warranties which extend beyond those expressly
set forth in this Lease. It is likewise agreed that this Lease may not be
altered, waived, amended or extended except by an instrument in writing signed
by both Lessor and Lessee.

36. TIME IS OF THE ESSENCE: Time is the essence of this Lease.

37. SPECIAL STIPULATIONS: The special stipulations, if any, attached hereto as
exhibit "D" are made a part hereof by this reference, and to the extent they
conflict with any of the foregoing provisions, they shall control.

38. ADMINISTRATIVE CHARGES: In the event any check, bank draft or negotiable
instrument given for any money payment hereunder stall be dishonored at any time
and from time to time for any reason whatsoever not attributable to Lessor,
Lessor shall be entitled, in addition to any other remedy that may be available,
to make a administrative charge of $25.00.

39. NONWAIVER: No waiver of any covenant or condition of this Lease by either
party shall be deemed to imply or constitute a further waiver of the same
covenant or condition or any other covenant or condition of this Lease.

40. PARTIAL INVALIDITY: If any term or provision of this Lease or the
application thereof to any person or circumstance shall to any extend be invalid
or unenforceable (3) the remainder of this Lease or the application of such term
or provision to persons or circumstances other than those as to which it is help
invalid or unenforceable shall not be affected thereby and such term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

<PAGE>

41. LIMITATION OF LIABILITY: The term Lessor as used in this Lease shall be
limited to mean and include only the owner or owners, at the time in question,
of the fee of the Leased Premises and in no event shall such term or any
covenant be construed to impose a personal obligation upon a property manager or
leasing agent who is an independent real estate broker and, as such, an
independent contractor authorized by the owner of the Leased Premises to secure
leases and to manage the Leased Premises pursuant to a written management
contract. Nothing herein shall be construed to imply or impose upon either a
property manager or leasing broker of the owner of the Leased Premises, a
general agency relationship. In the event of any transfer of title to such fee,
the Lessor herein shall be automatically freed and relieved from all personal
liability with respect to performance of any covenant or obligation on the part
of Lessor, provided any deposits or advance rents held by Lessor are turned over
to the grantee and said grantee expressly assumes, subject to the limitations of
this paragraph, all the terms, covenants and conditions of this Lease to be
performed on the part of Lessor, it being intended hereby that the covenants and
obligations contained in this Lease on the part of Lessor shall, subject as
aforesaid, be binding on Lessor, its successors and assign, only during their
respective successive periods of ownership.

42. USUFRUCT: This Lease shall create the relationship of landlord and tenant
between Lessor and Lessee; no estate shall pass out of Lessor and Lessee has
only a usufruct, not subject to levy and sale.

(1) three (3) days after
(2) and Lessor
(3) and shall not prevent or materially impair Lessee's use of the Leased
Premises

As to Lessor, signed, sealed and Delivered in the presence of:

                             LESSOR:
                             Woodlands Joint Venture No. V 534-3

                             By: Woodlands Building Partnership No. 534-3
                                 Co-Venturer

/s/ Lisa A. Robinson             By:  /s/ J. B. Mannelly
    ----------------                      --------------
Witness                                   General Partner
                                             (SEAL)
/s/ Nancy L. Sellers
    ----------------
Notary Public

                                 By: The Prudential Insurance Company of America
                                     Co-Venturer

/s/ G. Gregory Boyd              By: /s/ James W. Freeman
    ---------------                      ----------------
    Witness                              Vice President
                                         (Corporate Seal)


________________________________
Notary Public

As to Lessee, signed sealed and
Delivered in the presence of:
                                     LESSEE:

                                                     By: Sparks Exhibits, Inc.

/s/ Alan I. Goldberg, Secretary                      By: /s/ Michael Tomkin
    ---------------------------                              --------------
    Witness                                                  President
                                                            (Corporate Seal)
________________________________
Notary Public

<PAGE>

                                   EXHIBIT "D"
                              SPECIAL STIPULATIONS

1.   BASE RENT SCHEDULE: Lessor and Lessee agree that subject to any operating
     expenses applicable to the Leased Premises as provided for in the Lease
     herein, Lessee shall make base rental payments in accordance with the
     following schedule:

<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>
                                            Base Rental Per
Months                                      Square Foot Annualized              Monthly Base Rental
------                                      ----------------------              -------------------
October 1, 1993-March 31, 1994              $0.00                               $     0.00
April 1, 1994-September 30, 1994            $2.75                               $18,534.08
October 1, 1994-September 30, 1998          $3.20                              $ 21,566.93
October 1, 1998-September 30, 2003          $3.50                              $ 23,588.83

</TABLE>

2.        COVENANTS: Lessor and Lessee acknowledge that this lease is subject to
          those pre-specified requirements set forth in the Declaration of
          Protective Covenants and Restrictions for Riverside...a business
          environment filed and recorded August 19, 1987 in Book 572, Page 621
          of Cobb County and the Declaration of Protective Covenants and
          Restrictions for Riverside...a business environment (The Woodlands)
          filed and recorded October 20, 1989, in Book 5516, Page 0286 of Cobb
          County and any amendments to the above referenced covenants that may
          be required from time to time. Lessor warrants that such requirements
          will not materially interfere with Lessee's use of the Leased
          Premises.

3.        LESSEE'S CONCELLATION OPTION: Lessee shall have the option to
          terminate this Lease effective September 30, 1998 upon the following
          terms and conditions:

          (a) Lessee shall give Lessor at least nine (9) months prior written
              notice of Lessee's election to cancel the Lease pursuant to this
              Section 3. Any such notice, to be effective, must be received by
              Lessor on or before December 31, 1997, and must be accompanied by
              payment in good funds of a termination fee of $21,566.93.
          (b) Any cancellation of the Lease pursuant tot his Section 3 shall be
              effective on September 30, 1998.
          (c) Notwithstanding any notice of cancellation. Lessee shall fully
              perform all of its obligations pursuant to this Lease through
              September 30, 1998.
          (d) On or before September 30, 1998, Lessee shall restore the Leased
              Premises to its original condition as it existed at the
              Commencement Date, normal war and tear excepted.

4.        CONSENT TO SUBLEASE TO GRAFX:  Notwithstanding the language contained
          in paragraph 20 hereof, Lessor hereby consents to the subletting by
          Lessee of a portion of the Leased Premises, not to exceed 10,000
          square feet, to Grafx, Inc. and agrees to waive its interest in the
          potential rental overages to be paid by Grafx to Lessee.  It is
          understood and agreed that Grafx inc. is a subcontractor of Lessee
          performing certain commercial graphics work for Lessee and it is of
          substantial benefit to Lessee to have Grafx Inc. located in space
          readily accessible to Lessee.  In granting its consent to this limited
          subletting, Lessor has in no way limited or waived its rights in
          relation to any additional proposed assignment or subletting of space
          and any additional subletting or assignment made by Lessee shall
          require the prior written consent of Lessor.  In addition, Lessor's
          consent to the sublease in no way reduces Lessee's obligation to pay
          the full rental, additional rental and other amounts due hereunder.
          Furthermore, Lessee shall be responsible for monitoring Grafx Inc.'s
          occupancy of the Leased Premises to ensure that Grafx inc. complies
          with each and every term and provision of this Lease.

5.        RIGHT OF FIRST OFFERING: (a) Provided that the Lessee is not in
          default under the term of this Lease Agreement and has not assigned or
          sublet all or any portion of the Leased Premises, excepting the
          sublease previously approved herein for Grafx, Lessor hereby grants to
          Lessee the right to lease approximately 10,000 square feet in the
          Building adjacent to the Leased Premises in accordance with the terms
          and conditions set forth in this section.

<PAGE>

          (b) In the event Lessor has a bonafide prospective tenant
              ("Prospect") interested in leasing all or any portion of the space
              outlined on Exhibit "G" attached hereto (the "Expansion Space"),
              Lessor shall so advise Lessee in writing of the interest of such
              Prospect (the "Lessor's Notice"). Lessee shall have ten (10)
              business days from receipt of Lessor's Notice within which to
              advise Lessor that it exercises the right to Lease the Expansion
              Space in accordance with the terms of this section ("Lessee's
              Notice"). In the event Lessee shall fail to deliver Lessee's
              Notice to Lessor within said the (10) business day period, then
              all right granted to Lessee hereunder shall terminate and be of no
              further force and effect. Upon delivery of Lessee's Notice, Lessee
              shall be entitled to lease the Expansion Space in its entirety
              under the terms of this Lease except as follows in subparagraph
              (c) below:

          (c) In the event Lessee exercises the right to lease the Expansion
              Space, the per square foot rental rate for the Expansion Space
              shall be equal to the per square foot rental rate being paid for
              the original Leased Premises at the time the Lessee leases such
              expansion space and shall continue thereafter in accordance with
              the Exhibit "D" Special Stipulation paragraph1. The Lessor shall
              construct standard warehouse heat, light, electrical and a
              warehouse demising wall in the Expansion Space and no other tenant
              improvements. The term for the Expansion Space shall be co-
              terminous with that of the original Lease Premises.

 6.  LANDLORD'S WAIVER: As an accommodation to Lessee and in order to facilitate
     the conducting of Lessee's business within the Leased premises, Lessor
     agrees to execute and deliver, at any time during the term hereof, such
     document or documents as may be reasonably required by Lessee's
     institutional lenders evidencing the waiver by Lessor of any lien rights
     which Lessor might have in and to all personalty and trade fixture items of
     Lessee which might now or hereafter be located within the Leased Premises.

<PAGE>

                        GUARANTEE OF LESSEE'S OBLIGATIONS

FOR AND IN CONSIDERATION OF the making of that certain Lease Agreement, dated
_______, 19__ (the "Lease") from WOODLANDS JOINT VENTURE NO. V534-3 ("Lessor")
to SPARKS EXHIBITS INC. ("Lessee"), and in consideration of the sum of TEN
DOLLARS ($10.00) in hand paid to the undersigned, Sparks Exhibits Corporation, a
Pennsylvania Corporation ("Guarantor"), the undersigned Guarantor does hereby,
subject to any defenses available to Lessee under the Lease, guarantee to Lessor
the full and prompt payment and performance, as and when due, whether by
acceleration or otherwise, of all obligations of Lessee under the Lease, and
Guarantor does hereby further agree that:

(a)      This Guarantee shall apply with full force and effect to any amendment
         or modification of the Lease and any extension or renewal of the term
         of the Lease, regardless of whether Guarantor shall have received
         notice thereof or shall have consented thereto;
(b)      No release or application by Lessor of any security deposit or any
         other collateral now or hereafter held by Lessor as security for the
         performance of the obligations of Lessee under the Lease shall impair
         or affect in any manner the obligations of Guarantor hereunder;
(c)      Guarantor shall pay to Lessor all reasonable expenses (including
         attorney's fees) paid or incurred by Lessor in endeavoring to collect
         any sums due from Lessor or Guarantor to Lessor or to enforce the
         obligations of Lessee under the Lease or the Guarantor hereunder;
(d)      If Guarantor should at any time be composed of more than one person or
         entity, then each such person and entity shall be jointly and severally
         bound hereby and liable hereunder, and no release of liability, in
         whole or in part, granted by Lessor to any one or more such persons or
         entities shall impair or affect any manner the liability of any person
         or entity not so released.
(e)      Guarantor hereby waives and agrees not to assert or take advantage of
         any defense against enforcement of this Guarantee arising out of any
         claim of incapacity, lack of authority, death, or disability; any
         failure of Lessor to give notice of acceptance of this Guarantee,
         presentment, demand for payment, protest, dishonor, default or any
         other notice whatsoever, except as expressly provided in the Lease or
         herein; and any lack of diligence by Lessor in connection with the
         enforcement of its rights under the Lease and/or this Guarantee;
         provided Guarantor does not waive any defenses available to Lessee
         under the Lease, including but no limited to any failure by Lessor to
         commence an action against Lessee as prescribed in Section 10-7-24 of
         the Official Code of Georgia Annoted.
(f)      This is a Guarantee of payment and performance and not of collection,
         and the liability of Guarantor under this Guarantee shall be direct and
         immediate and not conditional or contingent upon the pursuit of any
         remedies against Lessee or any other person or entity, and Guarantor
         waives any right Guarantor may have to require that an action be
         brought against Lessee or any other person or entity, or that resort be
         had to any security deposit or other collateral, prior to enforcing the
         obligations or Guarantor hereunder;
(g)      Until all of the obligations of Lessee to Lessor have been fully paid
         and performed, Guarantor shall have no right of subrogation by way of
         Lessor against Lessee;
(h)      The Lease and this Guarantee are made and intended as Georgia contract
         and shall be so construed; (i) Guarantor hereby submits to personal
         jurisdiction in the State of Georgia for the enforcement of this
         Guarantee and agrees that service of process may be made and personal
         jurisdiction over Guarantor obtained by the serving of a copy of the
         summons and complaint upon Guarantor at the address of Guarantor set
         forth below;
(j)      Guarantor warrants to Lessor that any financial statements previously
         provided by Guarantor to Lessor are true and correct in all material
         respects as of the date thereof;
(k)      This Guarantee may not be changed orally, and no obligation or
         Guarantor can be released or waived by Lessor except by a written
         instrument signed by Lessor;
(l)      All demands, requests, or other notices provided for or permitted to be
         given to Guarantor pursuant to the Lease or this Guarantee shall be
         deemed to have been sufficiently given or served (without limitation on
         other acceptable means of delivery or service) if mailed by certified
         United States mail, postage pre-paid, return receipt requested, to
         Guarantor at Guarantor's address set forth below, and the effective
         date of any such notice so maidled shall be the date three (3) days
         after such notice is deposited in the mail;
(m)      The provisions of this Guarantee shall be binding upon Guarantor and
         the heirs, executors, legal representative, successors, and assigns of
         Guarantor, and shall inure to the benefit of Lessor, and the heirs,
         executors, legal representative, successors, successors-in-title, and
         assigns of Lessor;
<PAGE>

(n)      If any provision of this Guarantee is held to be invalid or
         unenforceable, the same shall not effect the validity or enforceability
         of any other provision hereof.
(o)      Notwithstanding any provision of this Guarantee to the contrary, no
         event of default under the Lease shall be deemed to occur until such
         time as Guarantor has received notice and an opportunity to cure, on
         the same terms and in the same manner as notice and opportunity to cure
         is provided to Lessee under the Lease. No event of default shall occur
         under Subparagraph 22(d) of the Lease so long as Guarantor is not a
         party of any such proceedings and Guarantor (directly or through
         Lessee) causes the Lease to be performed in accordance with its terms.

         IN WITHNESS WHEREOF, Guarantor has executed this Guarantee under seal
this ___ day of ____ 199_.

Signed, sealed and delivered In the presence of:
                                   GUARANTOR;

                                            Sparks Exhibits Corporation

____________________________            By:  /s/ Michael Tomkin
Witness                                         --------------
                                                 Its: President

____________________________         Attest: /s/ Alan I. Goldberg, Secretary
Notary Public                                        -----------------

                                                 Address of Guarantor:

                                                 2828 Charter Road
                                                 Philadelphia, PA 19154

<PAGE>

</TEXT>
</DOCUMENT>
