FOSTER L B CO
EXHIBIT 10.16 SUWANEE, GA LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>suwanee.txt
<DESCRIPTION>EXHIBIT 10.16 SUWANEE, GA LEASE
<TEXT>

                                INDUSTRIAL LEASE

                             Basic Lease Information

Date:  February 13, 2004

Landlord:  SUWANEE CREEK  BUSINESS  CENTER,  LLC, a Delaware  limited  liability
     company.

Tenant:    LB FOSTER COMPANY, a Pennsylvania corporation

Guarantor:   N/A

Premises (section 1.1): The space(s) in the  building(s)  outlined in Exhibit A,
     containing  approximately  14,000  square  feet (more or less) of  building
     area,  the street  address(es) of which is (are) known as Suite A, Building
     100, 130 Satellite Boulevard NE, Suwanee, Georgia 30024

Property  (section  1.1):  The land and the  building(s)  outlined in Exhibit A,
     containing  approximately  172,800  square  feet  (more  or  less) of total
     building area,  located in Gwinnett County,  Georgia,  and known as Suwanee
     Creek  Business  Park,  130, 140 and 150 Satellite  Boulevard NE,  Suwanee,
     Georgia 30024

Term (section 2.1):  One Hundred Twenty-Seven (127) Months

Commencement Date (section 2.1): March 1, 2004

Expiration Date (section 2.1):  September 30, 2014

Monthly Base Rent (dollars per month) (section 3.1(a)):

      Period                         Monthly
                                     Installments
      ------                         ------------
      03/01/04 - 02/28/05            $6,277.00
      03/01/05 - 02/28/06            $6,465.00
      03/01/06 - 02/28/07            $6,659.00
      03/01/07 - 02/29/08            $6,858.00
      03/01/08 - 02/28/09            $7,064.00
      03/01/09 - 02/28/10            $7,276.00
      03/01/10 - 02/28/11            $7,495.00
      03/01/11 - 02/29/12            $7,720.00
      03/01/12 - 02/28/13            $7,951.00
      03/01/13 - 02/28/14            $8,190.00
      03/01/14 - 09/30/14            $8,435.00

<PAGE> ii

Tenant's Percentage Share of Property (section 3.1(b)):  8.12%

Tenant's Percentage Share of Building (section 3.1(b)):  20.83%

Initial Additional  Monthly Rent Estimate  (dollars per month) (section 3.2(a)):
     $1237.33

Security Deposit (section 3.3):  $6,277.00

Rent Payment Address (section 3.7): CalEast Industrial  Investors,  LLC, Atlanta
     Suwanee, 4518 Collections Center Drive, Chicago, Illinois 60693

Permitted  Use of the  Premises  (section  4.1):  Office/warehouse  and  product
     testing  for parts and  equipment  related  to the  railroad  industry  and
     matters reasonably similar or related thereto

Landlord's Address (section 14.1): c/o LaSalle Investment Management, Inc., 3500
     Piedmont  Road,  Suite  600,  Atlanta,   Georgia  30305,   Attn.   Laurence
     Christopher  Harris,  and a copy  simultaneously to (i) LaSalle  Investment
     Management,  Inc., 65 East State Street, Suite 1750, Columbus,  Ohio 43215,
     Attn:  Russ  Blackwell and to (ii) Trammell  Crow Company,  Five  Concourse
     Parkway, Suite 1600, Atlanta, Georgia 30328

Tenant's  Address  (section  14.1):  LB  Foster  Company,   415  Holiday  Drive,
     Pittsburgh, Pennsylvania 15220, Attn.: Steve Hart and a copy simultaneously
     to LB Foster Company,  415 Holiday Drive,  Pittsburgh,  Pennsylvania 15220,
     Attn.: General Counsel.

Guarantor's Address (section 14.1):  N/A

Real Estate Broker(s) (section 15.5): TC Atlanta, Inc. -- Representing Landlord

                                 Alliance Partners, Inc. -- Representing Tenant

Exhibit A - Plan(s) Outlining the Premises and the Property

Exhibit B - Description of Landlord's work

Exhibit C - Form of Memorandum Confirming Term

Exhibit D - Permitted Use of Hazardous Substances

Addendum to Industrial Lease



                  [BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]

<PAGE> iii

     The foregoing Basic Lease Information is incorporated in and made a part of
the Lease to which it is attached.  If there is any  conflict  between the Basic
Lease Information and the Lease, the Basic Lease Information shall control.

TENANT:                              LANDLORD:

LB FOSTER COMPANY, a Pennsylvania    SUWANEE CREEK BUSINESS CENTER LLC,
corporation                          Delaware limited liability company

By: /s/Stan L. Hasselbusch           By:  CalEast Industrial Investors, LLC,
    Name: Stan L. Hasselbusch           a California limited liability company,
    Title: CEO & President              its Member

      [CORPORATE SEAL]               By:   LaSalle Investment Management, Inc.,
                                           a Maryland corporation, its Manager

                                           By:/s/Laurence Christopher Harris
                                              Laurence Christopher Harris,
                                              Vice President

                                                     (CORPORATE SEAL)


                                      By: TC Suwanee Creek, Inc., a Delaware
                                          corporation, its Member


                                            By:/s/Patty
                                            Name:
                                            Title:


                                                      (CORPORATE SEAL)

<PAGE> i

                                Table of Contents

                                                                           Page

ARTICLE 1         Premises..................................................1

         1.1      Lease of Premises.........................................1
         1.2      Relocation of Premises....................................1

ARTICLE 2         Term......................................................1

         2.1      Term of Lease.............................................1
         2.2      Improvements..............................................2
         2.3      Adjustment of Commencement Date...........................2
         2.4      Holding Over..............................................2

ARTICLE 3         Rent......................................................3

         3.1      Base Rent and Additional Rent.............................3
         3.2      Procedures................................................3
         3.3      Security Deposit..........................................4
         3.4      Late Payment..............................................4
         3.5      Other Taxes Payable by Tenant.............................4
         3.6      Certain Definitions.......................................5
         3.7      Rent Payment Address......................................5
         3.8      No Accord and Satisfaction................................5

ARTICLE 4         Use of the Premises.......................................6

         4.1      Permitted Use.............................................6
         4.2      Environmental Definitions.................................6
         4.3      Environmental Requirements................................6
         4.4      Compliance With Law.......................................7
         4.5      Rules and Regulations.....................................7
         4.6      Entry by Landlord.........................................7

ARTICLE 5         Utilities and Services....................................7

         5.1      Tenant's Responsibilities.................................7

ARTICLE 6         Maintenance and Repairs...................................8

         6.1      Obligations of Landlord...................................8
         6.2      Obligations of Tenant.....................................8

ARTICLE 7         Alteration of the Premises................................9

         7.1      No Alterations by Tenant..................................9
         7.2      Landlord's Property.......................................9

ARTICLE 8         Indemnification and Insurance............................10

         8.1      Damage or Injury.........................................10
         8.2      Insurance Coverages and Amounts..........................10
         8.3      Insurance Requirements...................................10
         8.4      Subrogation..............................................11
         8.5      Landlord Insurance Requirements..........................11

ARTICLE 9         Assignment or Sublease...................................11

         9.1      Prohibition..............................................11
<PAGE> ii
                               TABLE OF CONTENTS
                                  (continued)

         9.2      Landlord's Consent or Termination........................12
         9.3      Completion...............................................12
         9.4      Tenant Not Released......................................12

ARTICLE 10        Events of Default and Remedies...........................13

         10.1     Default by Tenant........................................13
         10.2     Landlord's Remedies......................................13
         10.3     Continuation.............................................14
         10.4     Remedies Cumulative......................................14
         10.5     Tenant's Primary Duty....................................15
         10.6     Abandoned Property.......................................15
         10.7     Landlord Default.........................................15
         10.8     Landlord's Lien..........................................15

ARTICLE 11        Damage or Destruction....................................15

         11.1     Restoration..............................................15
         11.2     Termination of Lease.....................................16

ARTICLE 12        Eminent Domain...........................................16

         12.1     Condemnation.............................................16
         12.2     Award....................................................16
         12.3     Temporary Use............................................17
         12.4     Definition of Taking.....................................17

ARTICLE 13        Subordination and Sale...................................17

         13.1     Subordination............................................17
         13.2     Sale of the Property.....................................17
         13.3     Estoppel Certificate.....................................17

ARTICLE 14        Notices..................................................18

         14.1     Method...................................................18

ARTICLE 15        Miscellaneous............................................18

         15.1     General..................................................18
         15.2     No Waiver................................................18
         15.3     Attorneys' Fees..........................................18
         15.4     Exhibits.................................................18
         15.5     Broker(s)................................................18
         15.6     Waivers of Jury Trial and Certain Damages................19
         15.7     Entire Agreement.........................................19
         15.8     No Estate................................................19
         15.9     No Recordation of Lease..................................19

Exhibit A - Plan(s) Outlining the Premises and the Property
Exhibit B - Description of Landlord's Work
Exhibit C - Form of Memorandum Confirming Term
Exhibit D - Permitted Use of Hazardous Materials
Addendum to Industrial Lease

<PAGE>  1

                                INDUSTRIAL LEASE

     THIS LEASE,  made as of the date specified in the Basic Lease  Information,
by and between SUWANEE CREEK BUSINESS CENTER LLC, a Delaware  limited  liability
company  ("Landlord"),  and the tenant specified in the Basic Lease  Information
("Tenant"),

                              W I T N E S S E T H:

                                    ARTICLE 1
                                    Premises

     1.1 Lease of Premises.  Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord,  for the term and subject to the covenants hereinafter set
forth,  to all of which  Landlord and Tenant hereby  agree,  the space(s) in the
building(s) specified in the Basic Lease Information (the "Premises") located on
the real property specified in the Basic Lease Information (the "Property"), all
as outlined on the plan(s)  attached hereto as Exhibit A. The Property  includes
the land and the  building(s)  in which the  Premises is located.  Landlord  and
Tenant agree that,  for purposes of this Lease,  the Premises and the  Property,
respectively, each contains the number of square feet of building area specified
in the Basic Lease  Information and Tenant's  Percentage  Share specified in the
Basic Lease  Information  is the ratio of such  building area of the Premises to
such building area of the Property.  During the term of this Lease, Tenant shall
have the  nonexclusive  right, in common with other tenants of the Property,  to
use only for their  intended  purposes  the  common  areas  (such as  driveways,
sidewalks,  parking areas,  loading areas and access roads) in the Property that
are  designated  by Landlord as common areas and not leased to or allocated  for
the exclusive use of another  tenant of the  Property.  Landlord  shall have the
right from time to time to change the size, location,  configuration,  character
or use of any such common areas, construct additional improvements or facilities
in any such common  areas,  or close any such  common  areas.  Tenant  shall not
interfere  with the rights of Landlord and other  tenants of the Property to use
such common areas.

     1.2 Relocation of Premises. [Intentionally Deleted].

                                   ARTICLE 2
                                      Term

     2.1 Term of Lease.  The term of this Lease shall be the term  specified  in
the Basic Lease  Information,  which shall  commence  on the  commencement  date
specified in the Basic Lease Information (the  "Commencement  Date") and, unless
sooner  terminated as hereinafter  provided,  shall end on the  expiration  date
specified in the Basic Lease  Information (the "Expiration  Date"). If Landlord,
for any reason whatsoever, does not deliver possession of the Premises to Tenant
on the Commencement  Date, this Lease shall not be void or voidable and Landlord
shall not be liable to Tenant for any loss or damage resulting  therefrom,  but,
in such event, the Commencement  Date shall be postponed until the date on which
Landlord  delivers  possession of the Premises to Tenant and the Expiration Date
shall be extended for an equal period  (subject to adjustment in accordance with
section 2.3 hereof).  Tenant acknowledges that Tenant has inspected the Premises
and  the  Property  or has had  the  Premises  and  the  Property  inspected  by
professional  consultants  retained  by  Tenant,  Tenant  is  familiar  with the
condition of the Premises  and the  Property,  the Premises and the Property are
suitable  for  Tenant's  purposes,  and,  except  for  the  improvements  to  be
constructed  or  installed  by  Landlord  pursuant  to  Exhibit B (if any),  the
condition of the Premises and the Property is acceptable  to Tenant.  Except for
the improvements to be constructed or installed by Landlord  pursuant to Exhibit
B (if any),  Landlord  shall have no  obligation  to  construct  or install  any
improvements  in  the  Premises  or  the  Property  or  to  remodel,   renovate,
recondition,  alter or improve the Premises or the  Property in any manner,  and
Tenant shall accept the Premises "as is" on the Commencement Date.  Landlord and
Tenant  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.

     2.2 Improvements. This section 2.2 shall apply only if Landlord is required
to construct or install improvements in the Premises or the Property pursuant to
Exhibit  B.  Landlord  shall  construct  or  install  the   improvements  to  be
constructed  or  installed  by Landlord  pursuant to Exhibit B.  Landlord  shall
deliver possession of
<PAGE>  2

the  Premises  to Tenant  on the  Commencement  Date or the date of  substantial
completion of the improvements, whichever is later, and Tenant shall accept such
delivery of the Premises.  Notwithstanding  section 2.1 hereof, the term of this
Lease  shall  not  commence  until  Landlord  has  substantially  completed  the
improvements  pursuant to Exhibit B attached hereto and delivered  possession of
the Premises to Tenant.  The date of substantial  completion of the improvements
shall be the date on which construction is sufficiently complete,  substantially
in accordance with the plans and specifications, so the improvements may be used
or  occupied  for their  intended  purpose as  permitted  under this  Lease.  If
Landlord is delayed in substantially completing the improvements by any cause of
delay for which Tenant is  responsible,  then Tenant  shall pay to Landlord,  as
additional  rent,  the monthly Base Rent (based on the first month for which the
Base Rent is to be paid) and the  additional  monthly rent payable under section
3.1 hereof,  calculated on a per diem basis, multiplied by the number of days of
such delay, which shall be due and payable on the Commencement Date specified in
the Basic  Lease  Information  for such delay  before  such date and  monthly in
arrears on the first day of each  month  thereafter  for such  delay  after such
date. If the improvements are  substantially  complete and the Premises is ready
for occupancy by Tenant prior to the  Commencement  Date,  Tenant shall have the
right to take early occupancy of the Premises prior to the Commencement Date and
the term of this Lease shall commence on such date of early occupancy by Tenant,
in which  event the  Commencement  Date shall be  advanced to such date of early
occupancy,  the Expiration Date shall be advanced by an equal period (subject to
adjustment in accordance with section 2.3 hereof),  and each of the Monthly Base
Rent  adjustment  dates set forth in the Basic Lease  Information  shall also be
advanced  accordingly.  Tenant shall give  Landlord  written  notice of Tenant's
determination  to take early occupancy of the Premises at least ten (10) days in
advance, which notice shall specify the date of such early occupancy.

     2.3 Adjustment of Commencement Date. If the Commencement Date as determined
in accordance  with section 2.1 or section 2.2 hereof would not be the first day
of the month and the  Expiration  Date  would not be the last day of the  month,
then the actual  Commencement  Date shall be the first day of the next  calendar
month  following the date so determined and the actual  Expiration Date shall be
the last day of the  appropriate  calendar month so the term of this Lease shall
be the full term  specified  in the Basic Lease  Information.  The period of the
fractional month between the date so determined and the actual Commencement Date
shall be on and subject to all of the covenants in this Lease and, on the actual
Commencement Date, Tenant shall pay to Landlord, as additional rent, the monthly
Base Rent  (based on the first  month for which the Base Rent is to be paid) and
the  additional  monthly rent payable under section 3.1 hereof,  calculated on a
per diem basis, for such period.  Landlord and Tenant each shall, promptly after
the  actual   Commencement  Date  and  the  actual  Expiration  Date  have  been
determined, execute and deliver to the other a Memorandum Confirming Term in the
form of Exhibit C attached hereto, which shall set forth the actual Commencement
Date and the actual  Expiration Date for this Lease,  but the term of this Lease
shall  commence  and  end in  accordance  with  this  Lease  whether  or not the
Memorandum Confirming Term is executed.

     2.4 Holding Over.  In the event that Tenant shall  continue in occupancy of
the Premises  after the  expiration  of the Term,  such  occupancy  shall not be
deemed  to  extend or renew the term of this  Lease,  but such  occupancy  shall
continue  as a tenancy at will upon the  covenants,  provisions  and  conditions
herein  contained at a daily Base Rental equal to one twentieth  (1/20th) of the
monthly  Base  Rental  in effect at the  expiration  of the term of this  Lease.
Landlord may terminate  such tenancy at any time on the later of three (3) days'
written notice or the minimum notice period,  if any,  required under applicable
law.

                                   ARTICLE 3
                                      Rent

     3.1 Base  Rent and  Additional  Rent.  Tenant  shall  pay to  Landlord  the
following amounts as rent for the Premises:

     (a) During the term of this Lease,  Tenant shall pay to  Landlord,  as base
monthly  rent,  the amount of monthly  Base Rent  specified  in the Basic  Lease
Information.

     (b) During each  calendar  year (or part  thereof)  during the term of this
Lease, Tenant shall pay to Landlord, as additional monthly rent:
<PAGE>  3

     (i) Tenant's  Percentage Share specified in the Basic Lease  Information of
all CAM Expenses paid or incurred by Landlord in such year,  provided,  however,
that  beginning  with the second full  calendar  year of the term of this Lease,
Tenant's  additional rent obligation under this Section  3.1(b)(i) as it relates
to those  items of CAM  Expenses  that lie  within  the  reasonable  control  of
Landlord (but not any items of CAM Expenses  that are not within the  reasonable
control of  Landlord)  shall not  increase  by more than five  percent  (5%) per
annum;

     (ii) Tenant's  Percentage Share specified in the Basic Lease Information of
all Property Taxes paid or incurred by Landlord in such year; and

     (iii) Tenant's Percentage Share specified in the Basic Lease Information of
all Insurance Costs paid or incurred by Landlord in such year.

     (c)  Throughout  the term of this Lease,  Tenant  shall pay, as  additional
rent, all other amounts of money and charges required to be paid by Tenant under
this  Lease,  whether or not such  amounts of money or  charges  are  designated
"additional rent." As used in this Lease, "rent" shall mean and include all Base
Rent,  additional  monthly  rent  and  additional  rent  payable  by  Tenant  in
accordance with this Lease.

     3.2 Procedures.  The additional  monthly rent payable by Tenant pursuant to
section 3.1(b) hereof (CAM Expenses,  Property Taxes and Insurance  Costs) shall
be calculated and paid in accordance with the following procedures:

     (a) Prior to the execution of this Lease, and on or before the first day of
each  subsequent  calendar  year  during  the  term  of this  Lease,  or as soon
thereafter  as  practicable,  Landlord  shall  give  Tenant  written  notice  of
Landlord's  estimate of the amounts  payable under section 3.1(b) hereof for the
balance  of the  first  calendar  year  after the  Commencement  Date or for the
ensuing  calendar year, as the case may be.  Landlord's  estimate of the initial
monthly rent payable by Tenant under  section  3.1(b)  hereof each month for the
balance of the first calendar year after the  Commencement  Date is specified in
the Basic Lease Information. Tenant shall pay such estimated amounts to Landlord
in equal monthly  installments,  in advance,  on or before the Commencement Date
and on or before the first day of each month  during  such  balance of the first
calendar year after the Commencement  Date or during such ensuing calendar year,
as the case may be. If such notice is not given for any  calendar  year,  Tenant
shall continue to pay on the basis of the prior year's  estimate until the month
after such notice is given, and subsequent  payments by Tenant shall be based on
Landlord's  current  estimate.  If, at any time,  Landlord  determines  that the
amounts  payable under section 3.1(b) hereof for the current  calendar year will
vary from Landlord's estimate, Landlord may, by giving written notice to Tenant,
revise Landlord's  estimate for such year, and subsequent payments by Tenant for
such year shall be based on such revised estimate.

     (b) Within a reasonable time after the end of each calendar year,  Landlord
shall give Tenant a written  statement  of the amounts  payable by Tenant  under
section  3.1(b)  hereof for such calendar  year  certified by Landlord.  If such
statement  shows a total amount owing by Tenant that is less than the  estimated
payments for such calendar year previously made by Tenant, Landlord shall credit
the excess to the next  monthly  installments  of the amounts  payable by Tenant
under section  3.1(b) hereof (or, if the term of this Lease has ended,  Landlord
shall refund the excess to Tenant with such statement).  If such statement shows
a total amount owing by Tenant that is more than the estimated payments for such
calendar  year  previously  made by Tenant,  Tenant shall pay the  deficiency to
Landlord  within thirty (30) days after  delivery of such  statement.  Tenant or
Tenant's  authorized  agent or  representative  shall  have the right  once each
calendar  year to  inspect  the  books of  Landlord  relating  to CAM  Expenses,
Property Taxes and Insurance  Costs for the prior  calendar  year,  after giving
reasonable  prior  written  notice to Landlord and during the business  hours of
Landlord at the office of Landlord's property manager for the Property,  for the
purpose of verifying the information in such  statement.  Failure by Landlord to
give any notice or  statement  to Tenant  under this section 3.2 shall not waive
Landlord's right to receive,  or Tenant's obligation to pay, the amounts payable
by Tenant under section 3.1(b) hereof.

     (c) If the term of this  Lease  commences  or ends on a day other  than the
first or last day of a  calendar  year,  respectively,  the  amounts  payable by
Tenant under section 3.1(b) hereof applicable to the calendar year in which such
term commences or ends shall be prorated according to the ratio which the number
of days  during  the term of this  Lease in such  calendar  year  bears to three
hundred sixty-five (365). Termination of this Lease shall not
<PAGE>  4

affect the  obligations of Landlord and Tenant pursuant to section 3.2(b) hereof
to be performed after such termination.

     3.3 Security Deposit. Upon signing this Lease, Tenant shall pay to Landlord
(a) an amount  equal to the Base  Rent for the  first  month of the term of this
Lease for which the Base Rent is to be paid,  which amount  Landlord shall apply
to the Base  Rent for such  first  month,  and (b) the  amount  of the  security
deposit specified in the Basic Lease Information (the "Security  Deposit").  The
Security  Deposit shall be held by Landlord as security for the  performance  by
Tenant of all of the  covenants  of this Lease to be  performed  by Tenant,  and
Tenant shall not be entitled to interest thereon. If Tenant fails to perform any
of the covenants of this Lease to be performed by Tenant,  then  Landlord  shall
have the right,  but no obligation,  to apply the Security  Deposit,  or so much
thereof as may be  necessary,  to cure any such  failure by Tenant.  If Landlord
applies the  Security  Deposit or any part  thereof to cure any such  failure by
Tenant,  then Tenant  shall  immediately  pay to Landlord  the sum  necessary to
restore the  Security  Deposit to the full amount  required by this Section 3.3.
Provided  Tenant  performs all of its  obligations  under this Lease as provided
herein,  Landlord shall return any remaining  portion of the Security Deposit to
Tenant within thirty (30) days after termination of this Lease. Upon termination
of the original  Landlord's or any successor  owner's  interest in the Premises,
the original  Landlord or such  successor  owner shall be released  from further
liability with respect to the Security  Deposit upon the original  Landlord's or
such successor owner's transferring the Security Deposit to the new owner.

     3.4 Late Payment.  Tenant  acknowledges  that the late payment by Tenant of
any  monthly  installment  of Base Rent or  additional  monthly  rent will cause
Landlord to incur costs and  expenses,  the exact  amount of which is  extremely
difficult  and  impractical  to  fix.  Such  costs  and  expenses  will  include
administration  and collection  costs and  processing  and accounting  expenses.
Therefore, if any monthly installment of Base Rent or additional monthly rent is
not  received by Landlord  within ten (10) days after such  installment  is due,
Tenant  shall  immediately  pay to Landlord a late charge  equal to five percent
(5%) of such  delinquent  installment.  Landlord and Tenant agree that such late
charge  represents a reasonable  estimate of such costs and expenses and is fair
reimbursement to Landlord. In no event shall such late charge be deemed to grant
to Tenant a grace  period or  extension  of time within which to pay any monthly
rent or prevent  Landlord  from  exercising  any right or  enforcing  any remedy
available to Landlord upon Tenant's  failure to pay each  installment of monthly
rent due under this Lease when due,  including the right to terminate this Lease
and recover all damages from Tenant.  All amounts of money  payable by Tenant to
Landlord hereunder,  if not paid when due, shall bear interest from the due date
until paid at the lesser of (a) the rate of twelve  percent  (12%) per annum and
(b) the maximum rate  permitted  by law,  and Tenant shall pay such  interest to
Landlord on written demand.

     3.5 Other Taxes  Payable by Tenant.  Tenant shall  reimburse  Landlord upon
written demand for all taxes,  assessments,  excises,  levies, fees and charges,
including all payments related to the cost of providing  facilities or services,
whether or not now customary or within the contemplation of Landlord and Tenant,
that are payable by Landlord and levied, assessed, charged, confirmed or imposed
by any public or  government  authority  upon,  or  measured  by, or  reasonably
attributable to (a) the cost or value of Tenant's furniture, fixtures, equipment
and other personal  property located in the Premises or the cost or value of any
improvements made in or to the Premises by or for Tenant,  regardless of whether
title to such improvements is vested in Tenant or Landlord, (b) any rent payable
under this  Lease,  including  any gross  income tax or excise tax levied by any
public or government  authority  with respect to the receipt of any such rent so
long as such  tax is a tax on  rent,  (c) the  possession,  leasing,  operation,
management,  maintenance,  alteration, repair, use or occupancy by Tenant of the
Premises,  or (d) this  transaction  or any  document to which Tenant is a party
creating or transferring  an interest or an estate in the Premises.  Such taxes,
assessments,  excises,  levies,  fees and  charges  shall not include net income
(measured by the income of Landlord  from all sources or from sources other than
solely rent) or franchise taxes of Landlord,  unless levied or assessed  against
Landlord in whole or in part in lieu of, as a substitute  for, or as an addition
to any such taxes,  assessments,  excises,  levies, fees and charges. All taxes,
assessments,  excises,  levies,  fees and charges  payable by Tenant  under this
section 3.5 shall be deemed to be, and shall be paid as, additional rent.

     3.6 Certain  Definitions.  As used in this Lease, certain words are defined
as follows:

     (a) "CAM  Expenses"  shall mean all direct and indirect  costs and expenses
paid or  incurred  by Landlord in  connection  with the  ownership,  management,
operation,  maintenance  or repair of the  Property  or  providing  services  in
accordance with this Lease,  including permit and inspection fees;  electricity,
gas, fuel, steam,
<PAGE>  5

heat,  light,  power,  water,  sewer and other  utilities;  management  fees and
expenses (not exceeding three percent [3%] of Landlord's annual gross income for
the Property);  security,  guard,  extermination,  water treatment,  garbage and
waste  disposal,  rubbish  removal,  plumbing and other  services;  snow and ice
removal;  maintenance of the fire suppression  systems;  landscape  maintenance;
supplies, tools, materials and equipment; accounting and other professional fees
and expenses;  painting the exterior of the Property;  maintaining and repairing
the  exterior  walls and roof,  the parking and loading  areas,  the  sidewalks,
landscaping  and common areas,  and the other parts of the  Property;  costs and
expenses  required by or resulting from  compliance  with any laws,  ordinances,
rules,  regulations or orders applicable to the Property; and costs and expenses
of  contesting  by  appropriate  proceedings  any  matter  concerning  managing,
operating,   maintaining   or  repairing  the  Property,   or  the  validity  or
applicability of any law, ordinance,  rule,  regulation or order relating to the
Property,  or the amount or validity of any Property  Taxes.  CAM Expenses shall
not include Property Taxes,  Insurance Costs, charges payable by Tenant pursuant
to  section  3.5  hereof,  depreciation  on  the  Property,  costs  of  tenants'
improvements,  real estate brokers' commissions,  interest, or capital costs for
major  roof,  major  parking  lot   replacement,   foundation  or  masonry  wall
replacement or restoration work necessitated by fire or other casualty damage to
the extent of net insurance proceeds received by Landlord with respect thereto.

     (b) "Property Taxes" shall mean all taxes,  assessments,  excises,  levies,
fees and charges (and any tax,  assessment,  excise,  levy, fee or charge levied
wholly or partly in lieu thereof or as a  substitute  therefor or as an addition
thereto)  of  every  kind and  description,  general  or  special,  ordinary  or
extraordinary,  foreseen or unforeseen, secured or unsecured, whether or not now
customary or within the  contemplation of Landlord and Tenant,  that are levied,
assessed, charged, confirmed or imposed by any public or government authority on
or against,  or  otherwise  with respect to, the Property or any part thereof or
any personal property used in connection with the Property. Property Taxes shall
not include net income  (measured by the income of Landlord  from all sources or
from  sources  other than solely rent) or  franchise  taxes of Landlord,  unless
levied  or  assessed  against  Landlord  in whole  or in part in lieu  of,  as a
substitute  for, or as an addition to any Property  Taxes.  Property Taxes shall
not include charges payable by Tenant pursuant to section 3.5 hereof.

     (c)  "Insurance  Costs" shall mean all  premiums and other  charges for all
property,  earthquake,  flood,  loss of rental  income,  business  interruption,
liability and other insurance relating to the Property carried by Landlord.

     3.7 Rent Payment  Address.  Tenant  shall pay all Base Rent and  additional
monthly rent under section 3.1 hereof to Landlord,  in advance, on or before the
first day of each and every calendar month during the term of this Lease. Tenant
shall pay all rent to Landlord without notice,  demand,  deduction or offset, in
lawful money of the United States of America,  at the address for the payment of
rent  specified  in the Basic Lease  Information,  or to such other person or at
such other place as Landlord may from time to time designate in writing.

     3.8 No Accord and Satisfaction. No payment by Tenant or receipt by Landlord
of a lesser amount of monthly Base Rent and additional rent or any other sum due
hereunder,  shall be deemed to be other than on account of the earliest due rent
or payment,  nor shall any  endorsement  or statement on any check or any letter
accompanying any such check or payment be deemed an accord and satisfaction, and
Landlord may accept such check or payment without  prejudice to Landlord's right
to recover  the  balance  of such rent or  payment  or pursue  any other  remedy
available  in this Lease,  at law or in equity.  Landlord may accept any partial
payment from Tenant without  invalidation of any contractual  notice required to
be given herein (to the extent such contractual  notice is required) and without
invalidation of any notice required by any law pertaining to eviction or summary
remedy for regaining possession of real property in the event of tenant default.

                                   ARTICLE 4
                               Use of the Premises

     4.1 Permitted Use. Tenant shall use the Premises only for the Permitted Use
of the Premises specified in the Basic Lease Information and for lawful purposes
incidental  thereto,  and no other  purpose  whatsoever.  Tenant shall not do or
permit to be done in, on or about the  Premises,  nor bring or keep or permit to
be brought or kept therein,  anything  which is prohibited by or will in any way
conflict  with any law,  ordinance,  rule,  regulation  or order now in force or
which may hereafter be enacted,  or which is prohibited by any insurance  policy
carried by Landlord for the  Property,  or will in any way increase the existing
rate of, or disallow any fire rating or sprinkler

<PAGE>  6

credit, or cause a cancellation of, or affect any insurance for the Property. If
Tenant causes any increase the premium for any  insurance  covering the Property
carried  by  Landlord,  Tenant  shall  pay to  Landlord,  on  written  demand as
additional  rent,  the entire  amount of such  increase.  Tenant shall not do or
permit  anything  to be done in or  about  the  Premises  which  will in any way
obstruct  or  interfere  with the  rights of  Landlord  or other  tenants of the
Property, or injure or annoy them. Tenant shall not use or allow the Premises to
be used for any improper, immoral, unlawful or objectionable activity, nor shall
Tenant  cause,  maintain or permit any  nuisance in, on or about the Premises or
commit or suffer to be committed any waste in, on or about the Premises.  Tenant
shall not store any  materials,  equipment or vehicles  outside the Premises and
agrees that no washing of any type (including washing vehicles) shall take place
in or outside the Premises.  Tenant shall not receive, store or otherwise handle
any product or material  that is explosive or highly  inflammable.  Tenant shall
not  install any signs on the  Premises  without  the prior  written  consent of
Landlord.  Tenant shall, at Tenant's expense,  remove all such signs prior to or
upon termination of this Lease,  repair any damage caused by the installation or
removal of such signs,  and restore the Premises to the  condition  that existed
before installation of such signs.

     4.2 Environmental Definitions.  As used in this Lease, "Hazardous Material"
shall mean any substance  that is (a) defined under any  Environmental  Law as a
toxic  substance,  hazardous  substance,  hazardous waste,  hazardous  material,
pollutant or contaminant,  (b) a petroleum  hydrocarbon,  including crude oil or
any fraction or mixture thereof,  (c) hazardous,  toxic,  corrosive,  flammable,
explosive, infectious, radioactive,  carcinogenic or a reproductive toxicant, or
(d)  otherwise  regulated  pursuant  to any  Environmental  Law. As used in this
Lease,  "Environmental  Law"  shall  mean all  federal,  state and  local  laws,
statutes, ordinances, regulations, rules, judicial and administrative orders and
decrees, permits, licenses,  approvals,  authorizations and similar requirements
of all  federal,  state and local  governmental  agencies or other  governmental
authorities  pertaining  to the  protection  of human  health  and safety or the
environment,  now existing or later  adopted  during the term of this Lease.  As
used in this Lease,  "Permitted  Activities" shall mean the lawful activities of
Tenant that are part of the ordinary  course of Tenant's  business in accordance
with the Permitted Use specified in the Basic Lease Information. As used in this
Lease,  "Permitted Materials" shall mean the materials,  which are not Hazardous
Materials,  handled by Tenant in the  ordinary  course of  conducting  Permitted
Activities  and any  Hazardous  Material  that is  listed  by name  and  maximum
quantity and approved by Landlord on Exhibit D attached hereto.

     4.3 Environmental Requirements. Tenant hereby agrees that: (a) Tenant shall
not conduct,  or permit to be conducted,  on the Premises any activity  which is
not a Permitted  Activity;  (b) Tenant shall not use, store or otherwise handle,
or permit any use, storage or other handling of, any Hazardous Material which is
not a Permitted  Material on or about the Premises;  (c) Tenant shall obtain and
maintain  in  effect  all  permits  and  licenses   required   pursuant  to  any
Environmental Law for Tenant's  activities on the Premises,  and Tenant shall at
all times comply with all  applicable  Environmental  Laws; (d) Tenant shall not
engage in the  storage,  treatment  or disposal on or about the  Premises of any
Hazardous  Material except for any temporary  accumulation of waste generated in
the course of Permitted Activities; (e) Tenant shall not install any aboveground
or underground  storage tank or any subsurface lines for the storage or transfer
of any  Hazardous  Material,  except  for the lawful  discharge  of waste to the
sanitary sewer, and Tenant shall store all Hazardous  Materials in a manner that
protects the Premises,  the Property and the environment from accidental  spills
and  releases;  (f) Tenant shall not cause or permit to occur any release of any
Hazardous  Material or any  condition  of  pollution or nuisance on or about the
Premises,  whether affecting surface water or groundwater,  air, the land or the
subsurface  environment;  (g) Tenant shall promptly remove from the Premises any
Hazardous Material introduced, or permitted to be introduced,  onto the Premises
by Tenant  which is not a Permitted  Material  and, on or before the date Tenant
ceases to occupy  the  Premises,  Tenant  shall  remove  from the  Premises  all
Hazardous  Materials and all Permitted  Materials handled by or permitted on the
Premises  by  Tenant;  (h)  if  any  release  of a  Hazardous  Material  to  the
environment,  or any  condition of pollution or nuisance,  occurs on or about or
beneath the Premises as a result of any act or omission of Tenant or its agents,
officers,   employees,   contractors,   invitees  or  licensees,   Tenant  shall
immediately notify Landlord and, where required by law, appropriate governmental
authorities,  and shall, at Tenant's sole cost and expense,  promptly  undertake
all remedial measures required to clean up and abate or otherwise respond to the
release,  pollution or nuisance in accordance with all applicable  Environmental
Laws;  and (i) Tenant  shall not use,  store or handle any  chlorinated  solvent
except for de minimus amounts  contained in cleaning supplies provided that such
chlorinated  solvents  and their de minimus  amounts are listed and  approved by
Landlord on Exhibit D attached hereto and  incorporated  herein by reference and
are used in conformance with Environmental Laws and good environmental practice.
Landlord  and  Landlord's  representatives  shall  have the  right,  but not the
obligation,  to enter the  Premises  at any  reasonable  time for the purpose of
inspecting  the  storage,  use and  handling  of any  Hazardous  Material on the
Premises in order to determine

<PAGE>  7

Tenant's   compliance  with  the  requirements  of  this  Lease  and  applicable
Environmental Law. If Landlord gives written notice to Tenant that Tenant's use,
storage or handling of any  Hazardous  Material on the  Premises  may not comply
with this Lease or applicable  Environmental  Law, Tenant shall correct any such
violation  within  five (5) days  after  Tenant's  receipt of such  notice  from
Landlord.  Tenant shall indemnify and defend Landlord  against and hold Landlord
harmless  from all claims,  demands,  actions,  judgments,  liabilities,  costs,
expenses,  losses,  damages,  penalties,  fines and  obligations  of any  nature
(including  reasonable  attorneys'  fees  and  disbursements   incurred  in  the
investigation,  defense or  settlement  of claims) that  Landlord may incur as a
result  of, or in  connection  with,  claims  arising  from the  presence,  use,
storage,  transportation,  treatment, disposal, release or other handling, on or
about or beneath the Premises, of any Hazardous Material introduced or permitted
on or about or beneath  the  Premises  by any act or  omission  of Tenant or its
agents, officers, employees,  contractors,  invitees or licensees. The liability
of Tenant under this Section 4.3 shall survive the termination of this Lease and
Tenant's  relinquishment  of  possession of the Premises with respect to acts or
omissions that occur before the later to occur of such  termination and Tenant's
relinquishment of possession.  Notwithstanding the foregoing,  Tenant shall have
no liability under this Section 4.3 for any Hazardous  Material that was present
on or under the  Premises or the Property as of the  Commencement  Date that was
not caused by Tenant or its agents, officers, employees,  contractors,  invitees
or licensees.

     4.4 Compliance  With Law.  Tenant shall, at Tenant's sole cost and expense,
promptly comply with all laws, ordinances, rules, regulations,  orders and other
requirements  of any  government  or public  authority now in force or which may
hereafter be in force,  with all requirements of any board of fire  underwriters
or other similar body now or hereafter constituted,  and with all directions and
certificates of occupancy issued pursuant to any law by any governmental  agency
or officer,  insofar as any thereof  relate to or are required by the condition,
use or occupancy of the Premises or the  operation,  use or  maintenance  of any
personal  property,  fixtures,  machinery,  equipment  or  improvements  in  the
Premises,  but Tenant shall not be required to make  structural  changes  unless
structural  changes are  related to or  required by Tenant's  acts or use of the
Premises  or  by  improvements  made  by  or  for  Tenant.  Notwithstanding  the
foregoing,  Tenant shall not be required to make any structural changes that are
necessary  to  remedy  or cure  any  non-compliance  of the  Premises  with  any
applicable laws in effect as of the Commencement Date.

     4.5 Rules and Regulations. Tenant shall faithfully observe and fully comply
with all rules and regulations (the "Rules and  Regulations")  from time to time
made in writing by Landlord for the safety,  care,  use and  cleanliness  of the
Property or the common areas of the Property and the  preservation of good order
therein.  If there is any conflict,  this Lease shall prevail over the Rules and
Regulations.

     4.6 Entry by Landlord.  Landlord shall have the right to enter the Premises
at any time to (a) inspect the Premises, (b) exhibit the Premises to prospective
purchasers,  lenders or tenants,  (c) determine whether Tenant is performing all
of Tenant's obligations,  (d) supply any service to be provided by Landlord, (e)
post notices of nonresponsibility,  and (f) make any repairs to the Premises, or
make any  repairs  to any  adjoining  space  or  utility  services,  or make any
repairs,  alterations  or  improvements  to any other  portion of the  Property,
provided all such work shall be done as promptly as reasonably  practicable  and
so as to cause as  little  interference  to Tenant  as  reasonably  practicable.
Tenant  waives all  claims for  damages  for any injury or  inconvenience  to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises or any other loss occasioned by such entry. Landlord shall have the
right to use any and all means which  Landlord may deem proper to open all doors
in, on or about the Premises in an  emergency  to obtain entry to the  Premises.
Any entry to the  Premises  obtained  by Landlord by any of such means shall not
under any  circumstances  be  construed  or deemed to be a forcible  or unlawful
entry into or a detainer of the Premises or an eviction, actual or constructive,
of Tenant from the Premises or any portion thereof.

                                   ARTICLE 5
                             Utilities and Services

     5.1  Tenant's   Responsibilities.   Tenant  shall  pay,   directly  to  the
appropriate supplier before delinquency, for all water, gas, heat, light, power,
telephone,  sewer,  refuse disposal and other utilities and services supplied to
the  Premises,  together  with all taxes,  assessments,  surcharges  and similar
expenses  relating to such  utilities  and  services.  Tenant shall  furnish the
Premises with all telephone service, window washing,  security service, janitor,
scavenger and disposal  services,  and other services required by Tenant for the
use of the Premises  permitted by this Lease.  Tenant shall furnish all electric
light bulbs and tubes and restroom supplies used in the
<PAGE>  8

Premises. Landlord shall not be in default under this Lease or be liable for any
damage or loss  directly or  indirectly  resulting  from,  nor shall the rent be
abated or a constructive  or other eviction be deemed to have occurred by reason
of, any  interruption  of or failure  to supply or delay in  supplying  any such
utilities and services or any limitation,  curtailment, rationing or restriction
on use of water,  electricity,  gas or any  resource  or form of energy or other
service  serving  the  Premises  or the  Property,  whether  such  results  from
mandatory restrictions or voluntary compliance with guidelines.

                                   ARTICLE 6
                             Maintenance and Repairs

     6.1  Obligations  of Landlord.  Landlord shall maintain and repair only the
foundations, the exterior walls (which shall not include windows, glass or plate
glass,  doors,  special fronts,  entries,  or the interior  surfaces of exterior
walls,  all of which  shall  be the  responsibility  of  Tenant,  provided  that
Landlord,  and not Tenant,  shall be responsible  for repairing any broken glass
and plate glass caused by any settling of the foundation of the  Building),  the
roof and other structural components of the Premises and the common areas of the
Property and keep them in good  condition,  reasonable  wear and tear  excepted.
Tenant shall give Landlord  written  notice of the need for any  maintenance  or
repair for which  Landlord is  responsible,  after which  Landlord  shall have a
reasonable  opportunity  to perform  the  maintenance  or make the  repair,  and
Landlord  shall not be liable  for any  failure  to do so  unless  such  failure
continues  for an  unreasonable  time after Tenant gives such written  notice to
Landlord.  Tenant  waives any right to perform  maintenance  or make repairs for
which Landlord is responsible at Landlord's expense.  Landlord's  liability with
respect to any maintenance or repair for which Landlord is responsible  shall be
limited to the cost of the maintenance or repair.  Any damage to any part of the
Property  for  which  Landlord  is  responsible  that is caused by Tenant or any
agent,  officer,  employee,  contractor,  licensee or invitee of Tenant shall be
repaired by Landlord at Tenant's expense and Tenant shall pay to Landlord,  upon
billing by Landlord,  as additional  rent, the cost of such repairs  incurred by
Landlord.

     6.2  Obligations of Tenant.  Tenant shall,  at all times during the term of
this  Lease and at  Tenant's  sole cost and  expense,  maintain  and  repair the
Premises  and every part thereof  (except  only the parts for which  Landlord is
expressly made  responsible  under this Lease) and all  equipment,  fixtures and
improvements  therein (including  windows,  glass, plate glass,  doors,  special
fronts,  entries,  the  interior  surfaces of exterior  walls,  interior  walls,
floors,  heating and air conditioning  systems,  dock boards,  truck doors, dock
bumpers,  plumbing fixtures and equipment,  electrical components and mechanical
systems)  and keep all of the  foregoing  clean and in good order and  operating
condition,  ordinary and normal wear and tear excepted.  Tenant shall not damage
the Premises or disturb the integrity and support  provided by any wall.  Tenant
shall, at Tenant's expense, promptly repair any damage to the Premises caused by
Tenant or any  agent,  officer,  employee,  contractor,  licensee  or invitee of
Tenant.  Tenant shall take good care of the Premises and keep the Premises  free
from dirt, rubbish, waste and debris at all times. Tenant shall not overload the
floors in the Premises or exceed the load-bearing  capacity of the floors in the
Premises.  Tenant shall, at Tenant's expense,  enter into a regularly  scheduled
preventative  maintenance  and service  contract with a  maintenance  contractor
approved in writing by Landlord  for  servicing  all hot water,  heating and air
conditioning systems and equipment in the Premises.  The maintenance and service
contract shall include all services suggested by the equipment  manufacturer and
shall  become  effective  (and Tenant shall  deliver a copy to Landlord)  within
thirty (30) days after the Commencement  Date.  Tenant and Tenant's  maintenance
contractor  shall at all times conduct  maintenance on the HVAC equipment at the
Premises in accordance with all Federal,  state or local laws. In the event that
a leak occurs in any portion of the HVAC equipment at the Premises, Tenant shall
cause Tenant's maintenance contractor to repair promptly such leak in accordance
with such Federal, state or local laws and shall, in any event, cause such leaks
to be repaired within the deadline imposed by such Federal, state or local laws.
Tenant hereby agrees to indemnify, defend and hold Landlord harmless against any
and all damages,  liabilities,  losses, costs and expenses,  including,  without
limitation,  reasonable  attorneys'  fees,  incurred  by Landlord as a result of
Tenant's  failure to cause  maintenance to be conducted on the HVAC equipment at
the Premises in accordance with all Federal,  state or local laws or as a result
of  Tenant's  failure to cause the repair of any leak in any portion of the HVAC
equipment at the Premises in accordance  with  Federal,  state or local laws. In
the event of a replacement of a part or portion of the HVAC  equipment  which is
warranted by the manufacturer  and/or guaranteed by the installer,  Tenant shall
provide the Landlord with a duplicate original of the warranty and/or guarantee.
Tenant  shall,  at the end of the term of this Lease,  surrender to Landlord the
Premises and all alterations,  additions,  fixtures and improvements  therein or
thereto in the same condition as when received, ordinary wear and tear excepted.

<PAGE>  9

                                   ARTICLE 7
                           Alteration of the Premises

     7.1 No  Alterations  by  Tenant.  Tenant  shall  not make any  alterations,
additions or improvements  in or to the Premises or any part thereof,  or attach
any fixtures or equipment  thereto,  without  Landlord's  prior written consent.
Notwithstanding  the  preceding  sentence,  Tenant  may make  such  alterations,
additions or improvements  without  Landlord's consent only if the total cost of
such alterations, additions or improvements is five thousand dollars ($5,000) or
less and such alterations,  additions or improvements will not affect in any way
the  structural,  exterior or roof  elements of the Property or the  mechanical,
electrical,  plumbing or life safety  systems of the Property,  but Tenant shall
give prior written notice of any such alterations,  additions or improvements to
Landlord. All alterations,  additions and improvements (except improvements made
by  Landlord  pursuant  to  Exhibit  B, if any) in or to the  Premises  to which
Landlord  consents  shall be made by Tenant at Tenant's sole cost and expense as
follows:

     (a) Tenant shall  submit to  Landlord,  for  Landlord's  written  approval,
complete plans and  specifications  for all work to be done by Tenant,  provided
that no plans and specifications shall be required for any work in which (i) the
total cost of the proposed alteration,  addition or improvement is five thousand
dollars ($5,000) or less and (ii) such alteration,  addition or improvement will
not affect in any way the structural,  exterior or roof elements of the Property
or the mechanical,  electrical, plumbing or life safety systems of the Property.
Such  plans  and  specifications  shall  be  prepared  by  responsible  licensed
architect(s)  and  engineer(s),  shall comply with all applicable  codes,  laws,
ordinances,  rules and  regulations,  shall not  adversely  affect any  systems,
components or elements of the Property,  shall be in a form sufficient to secure
the approval of all government  authorities with jurisdiction over the Property,
and  shall be  otherwise  satisfactory  to  Landlord  in  Landlord's  reasonable
discretion.

     (b) Tenant  shall obtain all  required  permits for the work.  Tenant shall
engage  responsible  licensed  contractor(s)  to perform all work.  Tenant shall
perform all work in  accordance  with the plans and  specifications  approved by
Landlord,  in a good  and  workmanlike  manner,  in  full  compliance  with  all
applicable laws, codes, ordinances, rules and regulations, and free and clear of
any mechanics',  materialmen's or any other construction  related liens.  Tenant
shall pay for all work  (including  the cost of all  utilities,  permits,  fees,
taxes, and property and liability  insurance  premiums in connection  therewith)
required to make the alterations,  additions and improvements.  Tenant shall pay
to Landlord  all direct  costs and shall  reimburse  Landlord  for all  expenses
incurred by Landlord in connection with the review,  approval and supervision of
any   alterations,   additions  or  improvements   made  by  Tenant.   Under  no
circumstances  shall Landlord be liable to Tenant for any damage,  loss, cost or
expense incurred by Tenant on account of design of any work, construction of any
work, or delay in completion of any work.

     (c)  Tenant  shall give  written  notice to  Landlord  of the date on which
construction  of any work will be commenced at least five (5) days prior to such
date.  Tenant shall keep the Premises  and the  Property  free from  mechanics',
materialmen's  and all other  liens  arising  out of any work  performed,  labor
supplied,  materials furnished or other obligations  incurred by Tenant.  Tenant
shall  promptly  and fully pay and  discharge  all claims on which any such lien
could be based. Tenant shall have the right to contest the amount or validity of
any such lien,  provided  Tenant gives prior  written  notice of such contest to
Landlord,  prosecutes such contest by appropriate  proceedings in good faith and
with  diligence,  and, upon request by Landlord,  furnishes  such bond as may be
required by law or such security as Landlord may require to protect the Premises
and the Property from such lien.  Landlord shall have the right to post and keep
posted on the Premises any notices that may be provided by law or which Landlord
may deem to be proper for the  protection  of  Landlord,  the  Premises  and the
Property from such liens,  and to take any other action Landlord deems necessary
to remove or discharge liens or encumbrances at the expense of Tenant.

     7.2  Landlord's  Property.   All  alterations,   additions,   fixtures  and
improvements,  including  improvements  made  pursuant  to  Exhibit  B (if any),
whether  temporary  or  permanent  in  character,  made in or to the Premises by
Landlord or Tenant,  shall become part of the Property and Landlord's  property.
Upon  termination of this Lease,  Landlord  shall have the right,  at Landlord's
option,  by giving  written notice to Tenant at any time before or within thirty
(30) days after such  termination,  to retain all such  alterations,  additions,
fixtures and improvements in the Premises, without compensation to Tenant, or to
remove all such  alterations,  additions,  fixtures  and  improvements  from the
Premises, repair all damage caused by any such removal, and restore the Premises
to the  condition  in  which  the  Premises  existed  before  such  alterations,
additions,  fixtures and  improvements  were made, and in the latter case Tenant
shall pay to  Landlord,  upon  billing by  Landlord,  the cost of such  removal,
repair and
<PAGE> 10

restoration  (including a reasonable charge for Landlord's overhead and profit),
provided,  however, that Tenant shall have no obligation to pay Landlord for the
cost of removing the original Tenant Improvements that are installed by Landlord
pursuant to the Approved Plans (as hereafter  defined in Exhibit B). All movable
furniture,  equipment,  trade  fixtures,  computers,  office  machines and other
personal property shall remain the property of Tenant.  Upon termination of this
Lease,  Tenant shall, at Tenant's  expense,  remove all such movable  furniture,
equipment,  trade  fixtures,  computers,  office  machines  and  other  personal
property  from the  Property and repair all damage  caused by any such  removal.
Termination of this Lease shall not affect the obligations of Tenant pursuant to
this section 7.2 to be performed after such termination.

                                   ARTICLE 8
                          Indemnification and Insurance

     8.1 Damage or Injury.  Landlord  shall not be liable to Tenant,  and Tenant
hereby waives all claims against Landlord, for any damage to or loss or theft of
any  property  or for any  bodily or  personal  injury,  illness or death of any
person in, on or about the Premises or the Property arising at any time and from
any cause  whatsoever,  except to the extent  caused by the gross  negligence or
willful  misconduct  of Landlord.  Tenant shall  indemnify  and defend  Landlord
against  and hold  Landlord  harmless  from all  claims,  demands,  liabilities,
damages,  losses, costs and expenses,  including reasonable  attorneys' fees and
disbursements,  arising from or related to any use or occupancy of the Premises,
or any condition of the Premises,  or any default in the performance of Tenant's
obligations under this Lease, or any damage to any property  (including property
of employees and invitees of Tenant) or any bodily or personal  injury,  illness
or death of any person  (including  employees and invitees of Tenant)  occurring
in, on or about the  Premises or any part  thereof  arising at any time and from
any cause  whatsoever  (except to the extent  caused by the gross  negligence or
willful  misconduct  of Landlord)  or occurring  in, on or about any part of the
Property  other than the Premises when such damage,  bodily or personal  injury,
illness  or death is caused  by any act or  omission  of  Tenant or its  agents,
officers, employees,  contractors, invitees or licensees. This section 8.1 shall
survive the  termination  of this Lease with  respect to any  damage,  bodily or
personal injury, illness or death occurring prior to such termination.

     8.2 Insurance Coverages and Amounts.  Tenant shall, at all times during the
term of this Lease and at  Tenant's  sole cost and  expense,  obtain and keep in
force the insurance  coverages and amounts set forth in this section 8.2. Tenant
shall maintain commercial general liability insurance, with limits not less than
one  million  dollars  ($1,000,000)  per  occurrence  and  two  million  dollars
($2,000,000) general aggregate,  which insures against claims for bodily injury,
personal injury, advertising injury and property damage based upon, involving or
arising  out of the  use,  occupancy  or  maintenance  of the  Premises  and the
Property. Such insurance shall include blanket contractual liability, broad form
property  damage  liability,  fire  legal  liability,   premises,  products  and
completed operations,  and medical payments, with minimum limits of $10,000 each
accident. The policy shall contain an exception to any pollution exclusion which
insures  damage or injury  arising  out of heat,  smoke or fumes  from a hostile
fire.  Such  insurance  shall be written on an  occurrence  basis and  contain a
standard  separation of insureds  provision with cross  liability.  Tenant shall
maintain business auto liability insurance with limits not less than one million
dollars  ($1,000,000) each accident covering owned, hired and non-owned vehicles
used by Tenant. If Tenant has no owned autos,  Tenant shall at a minimum provide
hired and non-owned auto  liability  coverage.  Tenant shall  maintain  umbrella
excess  liability  insurance on a following form basis in excess of the required
commercial general liability,  business auto and employers  liability  insurance
with limits of not less than five million  dollars  ($5,000,000)  per occurrence
and  aggregate.  Tenant shall  maintain (i) workers'  compensation  insurance in
statutory  limits for all of its employees in the state in which the Property is
located and (ii) employers  liability  insurance which affords not less than one
million dollars  ($1,000,000)  for each coverage and policy limit.  Tenant shall
maintain  "all risk"  property  insurance  for all personal  property of Tenant,
improvements,  fixtures and equipment  constructed or installed by Tenant in the
Premises in an amount not less than the full  replacement  cost.  Such  property
insurance,  shall  include  business  income  and extra  expense  coverage  with
sufficient limits for Tenant to sustain its business  operation at this location
for a period of twelve (12) months.  Tenant shall maintain  boiler and machinery
insurance against loss or damage from an accident from Tenant installed or above
building standard equipment  installed for Tenant's use in the Premises for full
replacement  cost and plate glass insurance  coverage  against breakage of plate
glass in the Premises  from causes other than  insured  perils.  Tenant may self
insure for plate  glass.  Any  deductibles  selected by Tenant shall be the sole
responsibility of Tenant.
<PAGE> 11

     8.3 Insurance Requirements. All insurance and all renewals thereof shall be
issued  by  companies  with a rating  of at least  "A-"  "VIII" or better in the
current  edition of Best's  Insurance  Reports and be approved to do business in
the state in which the Property is located.  Each policy shall expressly provide
that the policy  shall not be canceled or  materially  reduced  below the limits
required  without  thirty (30) days' prior written  notice to Landlord and shall
remain in effect  notwithstanding any such cancellation or alteration until such
notice  shall have been given to  Landlord  and such  period of thirty (30) days
shall have expired.  All liability insurance (except employers  liability) shall
name Landlord and any other parties  designated by Landlord  (including  without
limitation the State of California Public Employees  Retirement System,  CalEast
Industrial Investors,  LLC, LaSalle Investment  Management,  Inc., Trammell Crow
Company, or any other investment manager,  asset manager or property manager) as
an additional  insured,  shall be primary and  noncontributory  to any insurance
which may be carried by Landlord,  shall afford coverage for all claims based on
any act,  omission,  event or condition  that occurred or arose (or the onset of
which occurred or arose) during the policy period,  and shall expressly  provide
that Landlord,  although named as an insured,  shall nevertheless be entitled to
recover  under the  policy  for any loss,  injury  or  damage to  Landlord.  All
property  insurance  shall name  Landlord as loss payee as  respects  Landlord's
interest in any improvements and betterments.  Tenant shall deliver certificates
of  insurance  acceptable  to  Landlord  at  least  ten  (10)  days  before  the
Commencement  Date and at least ten (10) days before  expiration of each policy.
Additional  Insured  Endorsement CG 20 11 11 85 or its equivalent is required to
be provided as soon as it is  available.  If Tenant  fails to insure or fails to
furnish any such insurance  certificate or endorsement,  Landlord shall have the
right,  but shall not be required to, from time to time to effect such insurance
for the benefit of Tenant or Landlord or both of them,  and Tenant  shall pay to
Landlord on written demand,  as additional  rent, all premiums paid by Landlord.
Landlord may at any time amend the  requirements  herein due to (i)  information
not  previously  known to the  Landlord  and which  poses a  material  risk (ii)
changed  circumstances which, in the reasonable judgment of the Landlord renders
such  coverage  materially  inadequate  or (iii) as required  by the  Landlord's
lender.

     8.4 Subrogation. Tenant waives on behalf of all insurers under all policies
of property  insurance now or hereafter  carried by Tenant  insuring or covering
the Premises, or any portion or any contents thereof, or any operations therein,
all rights of  subrogation  which any such insurer might  otherwise,  if at all,
have to any claims of Tenant against Landlord.  Landlord waives on behalf of all
insurers  under all policies of property  insurance now or hereafter  carried by
Landlord  insuring  or covering  the  Property,  or any portion or any  contents
thereof,  or any operations  therein,  all rights of subrogation  which any such
insurer  might  otherwise,  if at all,  have to any claims of  Landlord  against
Tenant.  Landlord and Tenant shall procure from each of their insurers under all
policies of property  insurance now or hereafter  carried by Tenant  insuring or
covering the Premises, or any portion or any contents thereof, or any operations
therein,  a  waiver  of all  rights  of  subrogation  which  the  insurer  might
otherwise,  if at all,  have to any claims of either party  against the other as
required by this section 8.4.

     8.5 Landlord  Insurance  Requirements.  Landlord shall, at all times during
the term of this Lease, secure and maintain:

     (a) All risk property  insurance  coverage on the Property.  Landlord shall
not be obligated to insure any furniture,  equipment, trade fixtures, machinery,
goods, or supplies which Tenant may keep or maintain in the Demised  Premises or
any alteration,  addition or improvement  which Tenant may make upon the Demised
Premises.  In  addition,  Landlord  shall  secure  and  maintain  rental  income
insurance  and any other  insurance  coverage  required to be  maintained by any
mortgage of the  property.  If the annual cost to Landlord for such  property or
rental  income  insurance  exceeds the standard  rates  because of the nature of
Tenant's  operations,  Tenant shall,  upon the receipt of appropriate  invoices,
reimburse Landlord for such increased cost.

Commercial general liability  insurance with limits not less than $5,000,000 per
occurrence  and aggregate.  Such  insurance  shall be in addition to, and not in
lieu of,  insurance  required to be  maintained  by Tenant.  Tenant shall not be
named as an additional insured on any policy of liability  insurance  maintained
by Landlord.

                                   ARTICLE 9
                             Assignment or Sublease

     9.1  Prohibition.  Tenant shall not,  directly or  indirectly,  without the
prior  written  consent of Landlord,  which  consent  shall not be  unreasonably
withheld,  assign this Lease or any interest  herein or sublease the Premises or
any part  thereof,  or permit the use or occupancy of the Premises by any person
or entity other than Tenant.
<PAGE> 12

Tenant shall not,  directly or indirectly,  without the prior written consent of
Landlord,  pledge,  mortgage or hypothecate  this Lease or any interest  herein.
This Lease shall not, nor shall any interest  herein,  be  assignable  as to the
interest  of Tenant  involuntarily  or by  operation  of law  without  the prior
written  consent of Landlord.  For purposes of this Lease,  any of the following
transfers on a cumulative  basis shall  constitute  an  assignment of this Lease
that requires the prior written consent of Landlord: if Tenant is a corporation,
the  transfer  of  more  than  forty-nine  percent  (49%)  of the  stock  of the
corporation;  if Tenant is a partnership,  the transfer of more than  forty-nine
percent (49%) of the capital or profits interest in the  partnership;  if Tenant
is a limited  liability  company,  the transfer of more than forty-nine  percent
(49%) of the membership  interests in the limited  liability company or a change
in the  manager of the limited  liability  company,  if any;  and if Tenant is a
trust,  the transfer of more than  forty-nine  percent  (49%) of the  beneficial
interest  under the trust.  Any of the foregoing acts without such prior written
consent  of  Landlord  shall be void  and  shall,  at the  option  of  Landlord,
constitute a default that  entitles  Landlord to  terminate  this Lease.  Tenant
agrees that the instrument by which any assignment or sublease to which Landlord
consents is accomplished  shall expressly provide that the assignee or subtenant
will perform all of the covenants to be performed by Tenant under this Lease (in
the case of a sublease,  only insofar as such covenants relate to the portion of
the Premises  subject to such sublease) as and when performance is due after the
effective  date of the  assignment  or sublease and that  Landlord will have the
right to enforce such covenants directly against such assignee or subtenant. Any
purported assignment or sublease without an instrument  containing the foregoing
provisions  shall be void.  Tenant  shall in all  cases  remain  liable  for the
performance by any assignee or subtenant of all such covenants.

     9.2  Landlord's  Consent or  Termination.  If Tenant  wishes to assign this
Lease or sublease  all or any part of the  Premises,  Tenant  shall give written
notice to Landlord  identifying  the intended  assignee or subtenant by name and
address and specifying all of the terms of the intended  assignment or sublease.
Tenant shall give Landlord such additional  information  concerning the intended
assignee or subtenant  (including  complete financial  statements and a business
history) or the intended  assignment or sublease (including true copies thereof)
as Landlord requests. For a period of thirty (30) days after such written notice
is given by Tenant,  Landlord shall have the right,  by giving written notice to
Tenant, (a) to consent in writing to the intended assignment or sublease, unless
Landlord  determines not to consent, or (b) in the case of an assignment of this
Lease or a sublease of substantially  the entire Premises for  substantially the
balance of the term of this Lease,  to terminate this Lease,  which  termination
shall be effective as of the date on which the intended  assignment  or sublease
would have been effective if Landlord had not exercised such termination right.

     9.3 Completion.  If Landlord  consents in writing,  Tenant may complete the
intended  assignment  or sublease  subject to the following  covenants:  (a) the
assignment  or  sublease  shall be on the same terms as set forth in the written
notice given by Tenant to Landlord, (b) no assignment or sublease shall be valid
and no assignee or subtenant  shall take  possession of the Premises or any part
thereof until an executed duplicate original of such assignment or sublease,  in
compliance  with section 9.1 hereof,  has been  delivered  to  Landlord,  (c) no
assignee or subtenant shall have a right further to assign or sublease,  and (d)
all "excess  rent" (as  hereinafter  defined)  derived from such  assignment  or
sublease shall be paid to Landlord.  Such excess rent shall be deemed to be, and
shall be paid by Tenant to Landlord as,  additional rent.  Tenant shall pay such
excess rent to Landlord immediately as and when such excess rent becomes due and
payable to Tenant.  As used in this  section 9.3,  "excess  rent" shall mean the
amount by which the total money and other economic  consideration  to be paid by
the  assignee or  subtenant as a result of an  assignment  or sublease,  whether
denominated rent or otherwise,  exceeds,  in the aggregate,  the total amount of
rent which Tenant is obligated to pay to Landlord under this Lease  (prorated to
reflect  the rent  allocable  to the  portion  of the  Premises  subject to such
assignment  or  sublease),  less only the  reasonable  costs  paid by Tenant for
additional improvements installed in the portion of the Premises subject to such
assignment  or  sublease  by Tenant at  Tenant's  sole cost and  expense for the
specific  assignee or subtenant in question and reasonable  leasing  commissions
paid by Tenant in connection with such assignment or sublease, without deduction
for  carrying  costs due to  vacancy  or  otherwise.  Such  costs of  additional
improvements and leasing  commissions  shall be amortized  without interest over
the term of such assignment or sublease.

     9.4 Tenant Not Released. No assignment or sublease whatsoever shall release
Tenant from Tenant's  obligations and liabilities  under this Lease or alter the
primary liability of Tenant to pay all rent and to perform all obligations to be
paid and performed by Tenant.  No  assignment or sublease  shall amend or modify
this Lease in any respect,  and every  assignment  and sublease shall be subject
and subordinate to this Lease. The acceptance of rent by Landlord from any other
person or entity shall not be deemed to be a waiver by Landlord of any provision
of this Lease. Consent to one assignment or sublease shall not be deemed consent
to any subsequent assignment or
<PAGE> 13

sublease. Concurrently with any request for Landlord's consent, Tenant shall pay
to Landlord a service fee of Five Hundred Dollars ($500.00), which shall be used
by Landlord to defray the costs incurred by Landlord in reviewing and processing
such  request.  In the event that the  actual  costs  incurred  by  Landlord  in
reviewing Tenant's request exceeds Five Hundred Dollars  ($500.00),  then Tenant
shall  reimburse  Landlord for the amount of such excess within ten (10) days of
written demand  therefor.  If the actual costs incurred by Landlord in reviewing
Tenant's  request is less than Five Hundred  Dollars  ($500.00),  then  Landlord
shall refund the difference to Tenant.  If any assignee,  subtenant or successor
of Tenant  defaults in the  performance  of any  obligation  to be  performed by
Tenant under this Lease,  Landlord may proceed  directly  against Tenant without
the  necessity  of  exhausting  remedies  against  such  assignee,  subtenant or
successor.  Landlord  may consent to  subsequent  assignments  or  subleases  or
amendments  or  modifications  to  this  Lease  with  assignees,  subtenants  or
successors of Tenant,  without  notifying  Tenant or any successor of Tenant and
without  obtaining  any consent  thereto from Tenant or any successor of Tenant,
and such action shall not release Tenant from liability under this Lease.

                                   ARTICLE 10
                         Events of Default and Remedies

     10.1 Default by Tenant.  The occurrence of any one or more of the following
events ("Event of Default") shall constitute a breach of this Lease by Tenant:

     (a) Tenant fails to pay any Base Rent, or any additional monthly rent under
section 3.1 hereof,  or any  additional  rent or other amount of money or charge
payable by Tenant  hereunder  as and when such rent  becomes due and payable and
such failure continues for more than five (5) business days after Landlord gives
written notice thereof to Tenant; provided,  however, that after the second such
failure in a calendar  year,  only the passage of time,  but no further  written
notice,  shall be required to establish an Event of Default in the same calendar
year; or

     (b) Tenant fails to perform or breaches any other  agreement or covenant of
this Lease to be  performed  or  observed by Tenant as and when  performance  or
observance  is due and such failure or breach  continues  for more than ten (10)
days after Landlord gives written notice thereof to Tenant;  provided,  however,
that if, by the nature of such  agreement  or  covenant,  such failure or breach
cannot  reasonably  be cured  within such  period of ten (10) days,  an Event of
Default  shall not  exist as long as Tenant  commences  with due  diligence  and
dispatch  the curing of such  failure or breach  within  such period of ten (10)
days and, having so commenced, thereafter prosecutes with diligence and dispatch
and completes the curing of such failure or breach; or

     (c) Tenant (i) files,  or  consents  by answer or  otherwise  to the filing
against it of, a petition for relief or  reorganization  or  arrangement  or any
other  petition in bankruptcy  or for  liquidation  or to take  advantage of any
bankruptcy,  insolvency or other debtors' relief law of any  jurisdiction,  (ii)
makes an assignment for the benefit of its  creditors,  or (iii) consents to the
appointment  of a  custodian,  receiver,  trustee or other  officer with similar
powers of Tenant or of any substantial part of Tenant's property; or

     (d) Without consent by Tenant,  a court or government  authority  enters an
order,  and such order is not vacated  within thirty (30) days, (i) appointing a
custodian,  receiver,  trustee or other officer with similar powers with respect
to Tenant or with respect to any substantial part of Tenant's property,  or (ii)
constituting  an order  for  relief  or  approving  a  petition  for  relief  or
reorganization  or  arrangement  or any  other  petition  in  bankruptcy  or for
liquidation or to take advantage of any bankruptcy, insolvency or other debtors'
relief law of any jurisdiction, or (iii) ordering the dissolution, winding-up or
liquidation of Tenant; or

     (e) This Lease or any estate of Tenant  hereunder  is levied upon under any
attachment or execution and such  attachment or execution is not vacated  within
thirty (30) days; or

     (f) Tenant (i) abandons the Premises without providing Landlord with thirty
(30) days  advance  written  notice of its  intention to vacate the Premises and
(ii) after vacating the Premises fails to perform or observe any covenant,  term
or  condition  contained  in  this  Lease,   including  without  limitation  the
obligation to pay all rent due hereunder,  the duty to maintain the Premises and
the covenant to obtain and maintain the insurance  coverages required under this
Lease.
<PAGE> 14

     10.2  Landlord's  Remedies.  Upon the  occurrence  of an Event of  Default,
Landlord  shall  have  the  option  to do and  perform  any  one or  more of the
following:

     (a) Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord.  If Tenant shall fail to do so, Landlord may,  without
further  notice and without  prejudice  to any other  remedy  Landlord may have,
lawfully  enter upon the Premises  without the  requirement  of resorting to the
dispossessory  procedures set forth in O.C.G.A. ss.ss. 44-7-50 et seq. and expel
or remove  Tenant and Tenant's  effects  without  being liable for any claim for
trespass or damages  therefor.  Upon any such  termination,  Tenant shall remain
liable to Landlord  for  damages,  due and payable  monthly on the day Base Rent
would have been payable  hereunder,  in an amount equal to the Base Rent and any
other amounts which would have been owing by Tenant for the balance of the Term,
had this  Lease  not been  terminated,  less the net  proceeds,  if any,  of any
reletting of the Premises by Landlord,  after deducting all of Landlord's  costs
and expenses (including, without limitation,  advertising expenses, professional
fees and the  preparation of the Premises for reletting)  incurred in connection
with or in any way related to the termination of this Lease,  eviction of Tenant
and such reletting; and/or

     (b) Declare the entire  amount of Base Rent  calculated on the current rate
being  paid by Tenant,  and other  sums  (including  additional  rent)  which in
Landlord's  reasonable  determination  would  become due and payable  during the
remainder of the Term  (including,  but not limited to, increases in Base Rent),
discounted  to present  value by using a reasonable  discount  rate  selected by
Landlord,  to be due and payable  immediately.  Upon such  acceleration  of such
amounts  Tenant agrees to pay the same at once,  together with all Base Rent and
other amounts  theretofore due, less the market rental value of the Premises for
the remainder of the Term, as determined by Landlord (taking into  consideration
the  probable   costs  of  marketing  and  reletting  the  Premises   (including
improvements  required  to  be  made  to  ready  the  Premises  for  reletting),
then-current rental rates,  probable rental rates for the remainder of the Term,
probable concession packages,  the probability of reletting the Premises and the
probable  amount of time which will elapse  before the  Premise  are relet),  at
Landlord's address as provided herein; provided however, that such payment shall
not constitute a penalty or forfeiture but shall constitute  liquidated  damages
for  Tenant's  failure  to comply  with the terms and  provisions  of this Lease
(Landlord and Tenant  agreeing that  Landlord's  actual damages in such an event
are  impossible to ascertain and that the amount set forth above is a reasonable
estimate  thereof).  The  acceptance  of such  payment  by  Landlord  shall  not
constitute  a waiver or rights or remedies to Landlord for any failure of Tenant
thereafter occurring to comply with any term,  provision,  condition or covenant
of this Lease; and/or

     (c)  Lawfully  enter  the  Premises  as the  agent of  Tenant  without  the
requirement of resorting to the  dispossessory  procedures set forth in O.C.G.A.
ss.ss.  44-7-50 et seq.  and without  being liable for any claim for trespass or
damages  therefor,  and, in connection  therewith,  rekey the  Premises,  remove
Tenant's effects therefrom and store the same at Tenant's expense, without being
liable for any damage  thereto,  and relet the  Premises as the agent of Tenant,
without  advertisement,  by private  negotiations,  for any term Landlord  deems
proper,  and receive the rent therefor.  Tenant shall pay Landlord on demand any
deficiency that may arise by reason of such  reletting,  but Tenant shall not be
entitled to any surplus so arising.  Tenant  shall  reimburse  Landlord  for all
reasonable  costs  and  expenses  (including,  without  limitation,  advertising
expenses and reasonable professional fees) incurred in connection with or in any
way related to the eviction of Tenant and reletting the Premises.  Landlord,  in
addition  to but not in lieu of or in  limitation  of any other  right or remedy
provided to Landlord under the terms of this Lease or otherwise (but only to the
extent such sum is not  reimbursed  to Landlord  in  conjunction  with any other
payment  made by Tenant to  Landlord),  shall  have the right to be  immediately
repaid by Tenant the amount of all sums  expended by Landlord  and not repaid by
Tenant in  connection  with  preparing  or  improving  the  Premises to Tenant's
specifications  and any and all costs and  expenses  incurred in  renovating  or
altering the Premises to make it suitable for reletting; and/or

     (d) As agent of Tenant,  do whatever  Tenant is  obligated to do under this
Lease,  including,  but not limited to, lawfully entering the Premises,  without
being liable to  prosecution  or any claims for damages,  in order to accomplish
this purpose.  Tenant agrees to reimburse  Landlord  immediately upon demand for
any expenses  which Landlord may incur in thus  effecting  compliance  with this
Lease on  behalf  of  Tenant.  Landlord  shall  not be  liable  for any  damages
resulting to Tenant from such action, unless caused by the negligence or willful
misconduct of Landlord or otherwise.

     10.3 Continuation. If an Event of default occurs, this Lease shall continue
in  effect  for so long  as  Landlord  does  not  terminate  Tenant's  right  to
possession, and Landlord shall have the right to enforce all its rights
<PAGE> 15

and  remedies  under this Lease,  including  the right to recover all rent as it
becomes due under this Lease.  Acts of maintenance or preservation or efforts to
relet the Premises or the  appointment of a receiver upon initiative of Landlord
to  protect  Landlord's  interest  under  this  Lease  shall  not  constitute  a
termination of Tenant's right to possession unless written notice of termination
is given by Landlord to Tenant.

     10.4  Remedies  Cumulative.  Upon the  occurrence  of an Event of  Default,
Landlord  shall have the right to exercise  and enforce all rights and  remedies
granted  or  permitted  by law.  The  remedies  provided  for in this  Lease are
cumulative and in addition to all other remedies available to Landlord at law or
in equity by statute or otherwise.  Exercise by Landlord of any remedy shall not
be deemed to be an acceptance of surrender of the Premises by Tenant,  either by
agreement or by operation of law. Surrender of the Premises can be effected only
by the written agreement of Landlord and Tenant.

     10.5 Tenant's Primary Duty. All agreements and covenants to be performed or
observed by Tenant  under this Lease shall be at Tenant's  sole cost and expense
and without any abatement of rent. If Tenant fails to pay any sum of money to be
paid by Tenant or to perform any other act to be  performed by Tenant under this
Lease,  Landlord shall have the right,  but shall not be obligated,  and without
waiving or releasing  Tenant from any  obligations  of Tenant,  to make any such
payment or to perform any such other act on behalf of Tenant in accordance  with
this  Lease.  All sums so paid by  Landlord  and all costs  incurred  or paid by
Landlord shall be deemed additional rent hereunder and Tenant shall pay the same
to Landlord on written demand, together with interest on all such sums and costs
from the date of  expenditure  by Landlord to the date of repayment by Tenant at
the rate of ten percent (10%) per annum.

     10.6  Abandoned   Property.   If  Tenant  abandons  the  Premises,   or  is
dispossessed by process of law or otherwise,  any movable furniture,  equipment,
trade fixtures or personal property belonging to Tenant and left in the Premises
shall be deemed to be abandoned,  at the option of Landlord,  and Landlord shall
have the right to sell or  otherwise  dispose of such  personal  property in any
commercially reasonable manner.

     10.7 Landlord Default.  If Landlord defaults under this Lease, Tenant shall
give written notice to Landlord specifying such default with particularity,  and
Landlord  shall have thirty (30) days after  receipt of such notice within which
to cure such  default,  or if default  cannot  reasonably  be cured  within such
thirty  (30) day period,  such longer  period of time as may be required to cure
such  default  provided  that  Landlord  commences  efforts to cure such default
within  such  thirty  (30) day period and  thereafter  continues  to  diligently
prosecute  such cure to  completion.  In the event of any  default by  Landlord,
Tenant's  exclusive remedy shall be an action for damages.  Notwithstanding  any
other  provision of this Lease,  Landlord shall not have any personal  liability
under this  Lease.  In the event of any  default by  Landlord  under this Lease,
Tenant agrees to look solely to the equity or interest then owned by Landlord in
the Property,  and in no event shall any  deficiency  judgment or personal money
judgment of any kind be sought or obtained against Landlord.

     10.8 Landlord's Lien. [Intentionally Deleted.]

                                   ARTICLE 11
                              Damage or Destruction

     11.1 Restoration.  If the Property or the Premises, or any part thereof, is
damaged by fire or other  casualty  before the  Commencement  Date or during the
term of this Lease,  and this Lease is not  terminated  pursuant to section 11.2
hereof,  Landlord  shall  repair such damage and  restore the  Property  and the
Premises to  substantially  the same  condition  in which the  Property  and the
Premises  existed  before the occurrence of such fire or other casualty and this
Lease shall,  subject to this section 11.1,  remain in full force and effect. If
such fire or other casualty damages the Premises or common areas of the Property
necessary  for Tenant's use and  occupancy of the Premises and if such damage is
not the result of the  negligence  or willful  misconduct  of Tenant or Tenant's
agents, officers,  employees,  contractors,  licensees or invitees, then, during
the period the  Premises is rendered  unusable by such  damage,  Tenant shall be
entitled  to a  reduction  in Base Rent in the  proportion  that the area of the
Premises  rendered  unusable  by such  damage  bears  to the  total  area of the
Premises.  Landlord  shall not be  obligated to repair any damage to, or to make
any replacement of, any movable furniture, equipment, trade fixtures or personal
property in the  Premises.  Tenant  shall,  at Tenant's  sole cost and  expense,
repair and replace all such movable  furniture,  equipment,  trade  fixtures and
personal property.
<PAGE> 16

     11.2  Termination  of Lease.  If the Property or the Premises,  or any part
thereof,  is damaged by fire or other casualty before the  Commencement  Date or
during the term of this Lease and (a) such fire or other casualty  occurs during
the last  twelve  (12)  months  of the term of this  Lease  and the  repair  and
restoration  work to be  performed by Landlord in  accordance  with section 11.1
hereof cannot, as reasonably estimated by Landlord,  be completed within two (2)
months after the occurrence of such fire or other casualty, or (b) the insurance
proceeds  received by Landlord in respect of such damage are not adequate to pay
the  entire  cost,  as  reasonably  estimated  by  Landlord,  of the  repair and
restoration  work to be  performed by Landlord in  accordance  with section 11.1
hereof (including inadequacy resulting from the requirement of the holder of any
indebtedness  secured by a mortgage or deed of trust  covering the Premises that
the insurance proceeds be applied to such  indebtedness),  or (c) the repair and
restoration  work to be  performed by Landlord in  accordance  with section 11.1
hereof cannot, as reasonably estimated by Landlord, be completed within four (4)
months after the  occurrence of such fire or other  casualty,  then, in any such
event,  Landlord shall have the right, by giving written notice to Tenant within
sixty  (60)  days  after  the  occurrence  of such  fire or other  casualty,  to
terminate  this  Lease  as of the  date of such  notice.  If  Landlord  does not
exercise the right to terminate this Lease in accordance with this section 11.2,
Landlord  shall  repair such damage and restore the Property and the Premises in
accordance  with section  11.1 hereof and this Lease  shall,  subject to section
11.1  hereof,  remain  in full  force and  effect.  A total  destruction  of the
Property shall  automatically  terminate this Lease  effective as of the date of
such total destruction.

                                   ARTICLE 12
                                 Eminent Domain

     12.1 Condemnation. Landlord shall have the right to terminate this Lease if
any part of the Premises or any substantial part of the Property (whether or not
it includes the  Premises)  is taken by exercise of the power of eminent  domain
before the Commencement Date or during the term of this Lease. Tenant shall have
the right to terminate  this Lease if a  substantial  portion of the Premises is
taken by exercise of the power of eminent domain before the Commencement Date or
during the term of this Lease and the  remaining  portion of the Premises is not
reasonably suitable for Tenant's purposes. In each such case, Landlord or Tenant
shall  exercise such  termination  right by giving  written  notice to the other
within  thirty (30) days after the date of such  taking.  If either  Landlord or
Tenant  exercises  such right to terminate  this Lease in  accordance  with this
section  12.1,  this Lease shall  terminate  as of the date of such  taking.  If
neither  Landlord nor Tenant  exercises  such right to  terminate  this Lease in
accordance  with this section 12.1, this Lease shall terminate as to the portion
of the  Premises so taken as of the date of such taking and shall remain in full
force and effect as to the portion of the  Premises  not so taken,  and the Base
Rent and  Tenant's  Percentage  Share  shall be  reduced  as of the date of such
taking in the  proportion  that the area of the  Premises  so taken bears to the
total area of the  Premises.  If all of the Premises is taken by exercise of the
power of eminent domain before the Commencement  Date or during the term of this
Lease, this Lease shall terminate as of the date of such taking.

     12.2 Award.  If all or any part of the Premises is taken by exercise of the
power of eminent domain, all awards,  compensation,  damages,  income,  rent and
interest  payable in connection with such taking shall,  except as expressly set
forth in this section 12.2, be paid to and become the property of Landlord,  and
Tenant hereby  assigns to Landlord all of the  foregoing.  Without  limiting the
generality of the foregoing,  Tenant shall have no claim against Landlord or the
entity  exercising  the power of eminent  domain for the value of the  leasehold
estate created by this Lease or any unexpired  term of this Lease.  Tenant shall
have the right to claim and  receive  directly  from the entity  exercising  the
power of eminent  domain only the share of any award  determined  to be owing to
Tenant for the taking of  improvements  installed in the portion of the Premises
so taken by Tenant at Tenant's  sole cost and expense  based on the  unamortized
cost actually paid by Tenant for such  improvements,  for the taking of Tenant's
movable furniture,  equipment, trade fixtures and personal property, for loss of
goodwill,  for interference  with or interruption of Tenant's  business,  or for
removal and relocation expenses.

     12.3  Temporary Use.  Notwithstanding  sections 12.1 and 12.2 hereof to the
contrary,  if the use of all or any part of the Premises is taken by exercise of
the power of eminent  domain during the term of this Lease on a temporary  basis
for a period less than the term of this Lease remaining after such taking,  this
Lease shall continue in full force and effect,  Tenant shall continue to pay all
of the rent and to perform all of the  covenants  of Tenant in  accordance  with
this Lease, to the extent reasonably  practicable under the  circumstances,  and
the  condemnation  proceeds in respect of such temporary taking shall be paid to
Tenant.
<PAGE> 17

     12.4 Definition of Taking. As used herein, a "taking" means the acquisition
of all or part of the  Property  for a public  use by  exercise  of the power of
eminent  domain or voluntary  conveyance in lieu thereof and the taking shall be
considered  to occur as of the  earlier of the date on which  possession  of the
Property (or part so taken) by the entity exercising the power of eminent domain
is authorized as stated in an order for possession or the date on which title to
the  Property  (or part so taken)  vests in the entity  exercising  the power of
eminent domain.

                                   ARTICLE 13
                             Subordination and Sale

     13.1  Subordination.  This Lease  shall be subject and  subordinate  at all
times to the lien of all  mortgages  and deeds of trust  securing  any amount or
amounts  whatsoever which may now exist or hereafter be placed on or against the
Property or on or against Landlord's interest or estate therein, all without the
necessity  of having  further  instruments  executed  by  Tenant to effect  such
subordination.  Notwithstanding the foregoing,  in the event of a foreclosure of
any such mortgage or deed of trust or of any other action or proceeding  for the
enforcement  thereof,  or of  any  sale  thereunder,  this  Lease  shall  not be
terminated  or  extinguished,  nor shall the  rights  and  possession  of Tenant
hereunder be disturbed, if no Event of Default then exists under this Lease, and
Tenant  shall attorn to the person who acquires  Landlord's  interest  hereunder
through  any  such  mortgage  or  deed  of  trust.  Tenant  agrees  to  execute,
acknowledge  and deliver upon demand such further  instruments  evidencing  such
subordination of this Lease to the lien of all such mortgages and deeds of trust
as may reasonably be required by Landlord.

     13.2 Sale of the  Property.  If the  original  Landlord  hereunder,  or any
successor owner of the Property,  sells or conveys the Property, all liabilities
and obligations on the part of the original  Landlord,  or such successor owner,
under this Lease accruing after such sale or conveyance  shall terminate and the
original  Landlord,  or such successor  owner,  shall  automatically be released
therefrom,  and thereupon all such liabilities and obligations  shall be binding
upon the new owner. Tenant agrees to attorn to such new owner.

     13.3 Estoppel Certificate. At any time and from time to time, Tenant shall,
within ten (10) days after written request by Landlord, execute, acknowledge and
deliver to Landlord a certificate certifying:  (a) that this Lease is unmodified
and in full force and effect  (or, if there have been  modifications,  that this
Lease is in full force and effect as  modified,  and stating the date and nature
of each  modification);  (b) the  Commencement  Date  and  the  Expiration  Date
determined  in  accordance  with Article 2 hereof and the date, if any, to which
all rent and other sums payable hereunder have been paid; (c) that no notice has
been  received by Tenant of any default by Tenant  hereunder  which has not been
cured, except as to defaults specified in such certificate; (d) that Landlord is
not in  default  under  this  Lease,  except as to  defaults  specified  in such
certificate;  and (e) such  other  matters  as may be  reasonably  requested  by
Landlord or any actual or  prospective  purchaser or mortgage  lender.  Any such
certificate  may be  relied  upon by  Landlord  and any  actual  or  prospective
purchaser or mortgage  lender of the Property or any part  thereof.  At any time
and from time to time, Tenant shall,  within ten (10) days after written request
by  Landlord,  deliver to Landlord  copies of all current  financial  statements
(including a balance sheet,  an income  statement,  and an accumulated  retained
earnings  statement),  annual  reports,  and such other  financial and operating
information  and data of Tenant  prepared  by Tenant in the  course of  Tenant's
business as Landlord shall reasonably  require.  Unless available to the public,
Landlord  shall  disclose such  financial  statements,  annual reports and other
information or data only to actual or prospective purchasers or mortgage lenders
of the Property or any part thereof, and otherwise keep them confidential unless
other disclosure is required by law.

                                   ARTICLE 14
                                     Notices

     14.1  Method.  All  requests,   approvals,   consents,  notices  and  other
communications  given by Landlord  or Tenant  under this Lease shall be properly
given only if made in writing and either  deposited  in the United  States mail,
postage prepaid,  certified with return receipt requested,  or delivered by hand
(which may be through a messenger or recognized delivery, courier or air express
service)  and  addressed  as  follows:  To  Landlord  at the address of Landlord
specified in the Basic Lease Information, or at such other place as Landlord may
from time to time  designate  in a written  notice to  Tenant;  to Tenant at the
address of Tenant  specified  in the Basic Lease  Information,  or at such other
place as Tenant may from time to time designate in a written notice to Landlord;
and to  Guarantor  at the  address of  Guarantor  specified  in the Basic  Lease
Information, or at such other place as Guarantor may from time to time designate
in a written notice to Landlord. Such requests, approvals, consents,
<PAGE> 18

notices  and other  communications  shall be  effective  on the date of  receipt
(evidenced  by the  certified  mail  receipt)  if  mailed or on the date of hand
delivery if hand delivered.  If any such request,  approval,  consent, notice or
other  communication  is not received or cannot be delivered  due to a change in
the address of the receiving  party of which notice was not previously  given to
the sending  party or due to a refusal to accept by the  receiving  party,  such
request, approval,  consent, notice or other communication shall be effective on
the date delivery is attempted. Any request, approval,  consent, notice or other
communication under this Lease may be given on behalf of a party by the attorney
for such party.

                                   ARTICLE 15
                                  Miscellaneous

     15.1  General.  The words  "Landlord"  and  "Tenant" as used  herein  shall
include the plural as well as the singular.  The words "include," "includes" and
"including"  shall be deemed to be followed by the phrase "without  limitation."
If there is more than one Tenant, the obligations  hereunder imposed upon Tenant
shall be joint and  several.  Time is of the  essence of this Lease and each and
all of its provisions. This Lease shall benefit and bind Landlord and Tenant and
the  permitted  personal  representatives,  heirs,  successors  and  assigns  of
Landlord and Tenant.  If any provision of this Lease is determined to be illegal
or  unenforceable,  such  determination  shall not affect any other provision of
this Lease and all such other  provisions shall remain in full force and effect.
Tenant shall not record this Lease or any  memorandum  or short form of it. This
Lease shall be  governed by and  construed  in  accordance  with the laws of the
state in which the Property is located.

     15.2 No  Waiver.  The  waiver by  Landlord  or Tenant of any  breach of any
covenant  in this  Lease  shall not be  deemed to be a waiver of any  subsequent
breach of the same or any other covenant in this Lease,  nor shall any custom or
practice which may grow up between Landlord and Tenant in the  administration of
this Lease be construed to waive or to lessen the right of Landlord or Tenant to
insist upon the performance by Landlord or Tenant in strict accordance with this
Lease. The subsequent acceptance of rent hereunder by Landlord or the payment of
rent by Tenant shall not waive any preceding breach by Tenant of any covenant in
this Lease,  nor cure any Event of  Default,  nor waive any  forfeiture  of this
Lease or unlawful  detainer action,  other than the failure of Tenant to pay the
particular rent so accepted,  regardless of Landlord's or Tenant's  knowledge of
such preceding breach at the time of acceptance or payment of such rent.

     15.3  Attorneys'  Fees. If there is any legal action or proceeding  between
Landlord and Tenant to enforce  this Lease or to protect or establish  any right
or remedy under this Lease, the unsuccessful  party to such action or proceeding
shall pay to the prevailing party all costs and expenses,  including  reasonable
attorneys' fees and  disbursements,  incurred by such  prevailing  party in such
action  or  proceeding  and in any  appeal  in  connection  therewith.  If  such
prevailing  party recovers a judgment in any such action,  proceeding or appeal,
such costs,  expenses and attorneys' fees and disbursements shall be included in
and as a part of such judgment.

     15.4 Exhibits. Exhibit A (Plan(s) Outlining the Premises and the Property),
Exhibit B  (Description  of  Landlord's  Work),  Exhibit  C (Form of  Memorandum
Confirming  Term),  Exhibit D (Permitted  Use of Hazardous  Materials),  and any
other attachments specified in the Basic Lease Information,  are attached to and
made a part of this Lease.

     15.5 Broker(s).  Tenant warrants and represents to Landlord that Tenant has
negotiated this Lease directly with the real estate  broker(s)  specified in the
Basic  Lease  Information  and has not  authorized  or  employed,  or  acted  by
implication  to authorize or to employ,  any other real estate broker to act for
Tenant in connection with this Lease.

     15.6  Waivers of Jury Trial and Certain  Damages.  Landlord and Tenant each
hereby  expressly,   irrevocably,   fully  and  forever  releases,   waives  and
relinquishes any and all right to trial by jury and any and all right to receive
punitive,  exemplary  and  consequential  damages  from the  other (or any past,
present or future board member, trustee,  director,  officer,  employee,  agent,
representative,  or advisor of the other) in any claim,  demand,  action,  suit,
proceeding or cause of action in which Landlord and Tenant are parties, which in
any way (directly or  indirectly)  arises out of, results from or relates to any
of the  following,  in each case whether now  existing or hereafter  arising and
whether  based on  contract or tort or any other legal  basis:  This Lease;  any
past, present or future act, omission,  conduct or activity with respect to this
Lease; any transaction, event or occurrence
<PAGE> 19

contemplated by this Lease; the performance of any obligation or the exercise of
any right under this Lease;  or the  enforcement  of this  Lease.  Landlord  and
Tenant  reserve  the right to  recover  actual  or  compensatory  damages,  with
interest, attorneys' fees, costs and expenses as provided in this Lease, for any
breach of this Lease.

     15.7 Entire  Agreement.  There are no oral agreements  between Landlord and
Tenant  affecting this Lease,  and this Lease supersedes and cancels any and all
previous  negotiations,   arrangements,   brochures,   offers,   agreements  and
understandings,  oral or  written,  if  any,  between  Landlord  and  Tenant  or
displayed  by  Landlord to Tenant  with  respect to the  subject  matter of this
Lease, the Premises or the Property.  There are no commitments,  representations
or assurances  between Landlord and Tenant or between any real estate broker and
Tenant other than those  expressly set forth in this Lease and all reliance with
respect  to any  commitments,  representations  or  assurances  is  solely  upon
commitments,  representations and assurances  expressly set forth in this Lease.
This Lease may not be amended or modified in any respect whatsoever except by an
agreement in writing signed by Landlord and Tenant.

     15.8 No Estate. Tenant has only a usufruct under this Lease, not subject to
levy or sale. No estate shall pass out of Landlord by this Lease.

     15.9 No  Recordation  of  Lease.  Without  the  prior  written  consent  of
Landlord,  neither  this Lease nor any  memorandum  hereof  shall be recorded or
placed on public record.



                  [BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
<PAGE> 20


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal
as of the date specified in the Basic Lease Information.

TENANT:                                LANDLORD:

LB FOSTER COMPANY, a Pennsylvania      SUWANEE CREEK BUSINESS CENTER LLC, a
corporation                            Delaware limited liability company

By: /s/Stan L. Hasselbusch              By: CalEast Industrial Investors, LLC,
    Name: Stan L. Hasselbusch           a California limited liability company,
    Title: CEO & President              its Member

                                        By: LaSalle Investment Management, Inc.,
       [CORPORATE SEAL]                     a Maryland corporation, its Manager

                                           By:/s/Laurence Christopher Harris
                                              Laurence Christopher Harris,
                                              Vice President

                                                    (CORPORATE SEAL)


                                        By: TC Suwanee Creek, Inc., a Delaware
                                            corporation, its Member


                                              By:/s/Patty
                                                 Name:
                                                 Title:


                                                 (CORPORATE SEAL)

<PAGE>

This site plan or floor plan is used solely for the purpose of  identifying  the
approximate location and size of the Premises.  Building sizes, site dimensions,
access, common and parking areas, and existing tenants and locations are subject
to change at Landlord's discretion.


                                    EXHIBIT A

                 Plan(s) Outlining the Premises and the Property

<PAGE>


                                    EXHIBIT B

                         Description of Landlord's Work

Plans and  Specifications  prepared by Kennedy and  Associates  dated January 6,
2004 (the "Approved Plans").

<PAGE>


                                    EXHIBIT C

                           MEMORANDUM CONFIRMING TERM

     THIS MEMORANDUM,  made as of  __________________,  ________, by and between
SUWANEE  CREEK  BUSINESS  CENTER  LLC,  a  Delaware  limited  liability  company
("Landlord"), and LB FOSTER COMPANY, a Pennsylvania corporation ("Tenant"),

                              W I T N E S S E T H:

     Recital of Facts:

     Landlord and Tenant entered into the  Industrial  Lease (the "Lease") dated
____________, _______. Words defined in the Lease have the same meanings in this
Memorandum.

     NOW,  THEREFORE,  in consideration of the covenants in the Lease,  Landlord
and Tenant agree as follows:

     1. Landlord and Tenant hereby confirm that:

     (a)  The  Commencement  Date  under  the  Lease  is   ____________________,
_________;

     (b) The Expiration Date under the Lease is ____________________, _________;
and

     (c) The date on which  Landlord  substantially  completed the  improvements
pursuant to Exhibit B to the Lease (if any),  Landlord  delivered  possession of
the Premises to Tenant as required by the Lease, and Tenant's  obligation to pay
rent begins under the Lease is ____________________, _________.

     2. Tenant hereby confirms that:

     (a) All commitments,  representations  and assurances made to induce Tenant
to enter into the Lease have been fully satisfied;

     (b) All  improvements to the Property and in the Premises to be constructed
or installed by Landlord have been  completed  and furnished in accordance  with
the Lease to the satisfaction of Tenant; and

     (c) Tenant  has  accepted  and is in full and  complete  possession  of the
Premises.

     3.  This  Memorandum  shall be  binding  upon and inure to the  benefit  of
Landlord and Tenant and their permitted  successors and assigns under the Lease.
The Lease is in full force and effect.




                  [BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of
the date first hereinabove written.


TENANT:                                LANDLORD:

LB FOSTER COMPANY, a Pennsylvania      SUWANEE CREEK BUSINESS CENTER LLC, a
corporation                            Delaware limited liability company

By:                                    By:  CalEast Industrial Investors, LLC,
    Name:                                   a California limited liability
    Title:                                  company, its Member

                                        By: LaSalle Investment Management, Inc.,
    [CORPORATE SEAL]                        a Maryland corporation, its Manager

                                               By:____________________________
                                                  Laurence Christopher Harris,
                                                  Vice President

                                                        (CORPORATE SEAL)


                                       By:  TC Suwanee Creek, Inc., a Delaware
                                            corporation, its Member

                                          By:__________________________________
                                             Name:
                                             Title:


                                                       (CORPORATE SEAL)
<PAGE>

                                    EXHIBIT D

                      PERMITTED USE OF HAZARDOUS MATERIALS

 Name of Hazardous Material                              Maximum Amount Per Year
 --------------------------                              -----------------------
 Lubricants                                              1,125 lbs.
 Forklift fuel & welding gas                             400 lbs.
 Galvanized hardware                                     20,000 lbs.
 Rubber                                                  40,000 lbs.
 Cleaners, paint, ink, adhesives                         800 lbs.
 Railroad  hardware including de minimus amounts         N/A
 of alloy metals and cured adhesives
 Office furniture, files and office supplies             N/A

<PAGE>

                          ADDENDUM TO INDUSTRIAL LEASE


1.   Rent  Abatement.  Provided that Tenant is not in default in its obligations
     under this Lease,  Landlord  shall abate in its  entirety  the Monthly Base
     Rent and  Tenant's  contributions  for CAM  Expenses,  Property  Taxes  and
     Insurance  Costs for the second (2nd),  third (3rd),  fourth  (4th),  fifth
     (5th), sixth (6th), seventh (7th) and eighth (8th) months of this Lease.

2.   Improvements.  Subject to the terms and conditions of this Lease, including
     without limitation Section 2.2 of this Lease, Landlord shall, at Landlord's
     expense,  construct or install  improvements  in the Premises  (the "Tenant
     Improvements")  in  accordance  with the  Approved  Plans.  Notwithstanding
     anything to the  contrary,  the  parties  hereby  acknowledge  and agree as
     follows:

     a.   Landlord  shall  complete  the Tenant  Improvements  with its standard
          building  finishes  as  described  in  the  Approved  Plans  and  such
          above-standard   building   finishes  as  shall  have  been  expressly
          requested by Tenant and  described in the notes to the Approved  Plans
          (collectively,  the "Upgrade  Finishes").  The parties  agree that any
          notes  in the  Approved  Plans  calling  for  above-standard  building
          finishes  that  were  not  expressly  requested  by  Tenant  shall  be
          disregarded.

          b.   Except for the  Upgrade  Finishes,  the  Approved  Plans will not
               provide for, and Landlord shall have no  responsibility  for, the
               furnishing or  installation  of (i) Tenant's  telecommunications,
               computer,  security,  fire alarm and fire  extinguishing  systems
               (the  "Tenant   Systems")  and  (ii)  any  fixtures,   equipment,
               furniture,  cabinetry,  mill  work or  other  items  specific  to
               Tenant's  operation and proposed use of the Premises (the "Tenant
               FF&E").

          c.   Tenant, and not Landlord, shall be responsible for any additional
               cost of the Tenant  Improvements  arising from a Tenant Delay (as
               hereinafter  defined)  or any  change  to the  Approved  Plans (a
               "Change  Order"),   whether  such  Change  Order  is  voluntarily
               requested  or is the  result  of a change to the  Approved  Plans
               required by any governmental  entity having jurisdiction over the
               Premises,  provided,  however that Landlord  shall be responsible
               for any additional cost of the Tenant  Improvements  that results
               from a change to the Approved Plans required by any  governmental
               entity for reasons other than Tenant's use of the Premises.

          d.   Any sums owed to Landlord  under this paragraph 2 shall be deemed
               "Additional Rent" under the Lease.

          e.   The furnishing and  installation of the Tenant Systems and Tenant
               FF&E  shall be  performed  by  Tenant at  Tenant's  sole cost and
               expense in  accordance  with the terms of this  Lease,  including
               Article 7 (relating to Alterations) and Section 4.4.

          Each of the following  events shall  constitute a "Tenant Delay":  (a)
          delays  resulting  from any Direction by Tenant that Landlord  suspend
          work or otherwise  hold up  construction  of any portion of the Tenant
          Improvements because of a possible change to be initiated by Tenant or
          for any other reason Directed by Tenant; (b) delays due to the failure
          of Tenant to pay when due any amount  payable  pursuant to this Lease;
          or (c) delays  which  result  directly or  indirectly  from  requested
          changes in the Approved Plans Directed by Tenant. As used herein,  the
          terms  "Direction" and "Directed"  shall mean a written  communication
          from Steven L. Hart to Landlord.

     3.   Warranty of Tenant. Tenant represents and warrants that as of the date
          of the Lease it is a corporation  organized,  validly  existing and in
          good standing under the laws of  Pennsylvania,  and that it is in good
          standing and qualified to do business in the State of Georgia.  Tenant
          covenants that  throughout the term of this Lease it will at all times
          remain in good  standing  under the laws of  Pennsylvania  and that it
          will remain in good standing and qualified to do business in the State
          of Georgia.
<PAGE>


     4.   Tenant's  Contribution  for Tenant  Improvements.  Upon  signing  this
          Lease,  Tenant  shall pay  Landlord  the sum of Six  Thousand  Dollars
          ($6,000.00)  for  construction  and  other  costs  to be  incurred  by
          Landlord in connection with the Tenant Improvements.

</TEXT>
</DOCUMENT>
