LEASE AGREEMENT

                              LEASE AGREEMENT



     THIS AGREEMENT OF LEASE, made as of the last date endorsed hereon
("Effective Date"), by and between NAPPEN & ASSOCIATES, a Pennsylvania
limited partnership, t/a 309 DEVELOPMENT COMPANY ("Lessor")

                                   A N D

     MICRO MEMORY BANK, INC., a Pennsylvania corporation ("Lessee").

     Lessee and Lessor, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is
hereby acknowledged and intending to be legally bound hereby, agree as
follows:

     1. Lease and Premises.

          A.     Lessor hereby demises and leases to Lessee and Lessee
hereby leases from Lessor that certain premises situate in Montgomery
Township, Montgomery County, Pennsylvania, known and numbered Lot No. 16,
Montgomeryville Industrial Center, having a post office address of 130
Corporate Drive, Montgomeryville, PA 18936 together with the building
("Building") containing approximately 17,500 sq. ft., more or less, and
improvements constructed thereon, such ground, Building and improvements
being hereinafter collectively called the "Premises."

          B.     Lessee acknowledges that it has inspected the Premises and
leases the same (other than Lessor's Work {as hereinafter defined} and
Lessee's Work {as hereinafter defined}) in the condition existing on the
Effective Date. Notwithstanding anything set forth herein to the contrary,
prior to the Lease Commencement Date (as hereinafter defined), Lessor shall
construct, at Lessor's cost and expense, the office improvements as set
forth in Exhibit "A" attached hereto and made part hereof, in accordance
with Lessor's standard office specifications ("Lessor's Work").
Additionally, prior to the Lease Commencement Date, Lessor shall construct,
at Lessee's expense, the improvements set forth in Exhibit "B" attached
hereto and made part hereof ("Lessee's Work"). Within ten (10) days after
rendition of an invoice (and as a condition precedent to commencement of
Lessee's Work), Lessee shall pay to Lessor a sum equal to twenty percent
(20%) of the estimated price of Lessee's Work. Upon completion of Lessee's
Work by Lessor, Lessee shall pay the remaining balance of the price of
Lessee's Work to Lessor within ten (10) days of final invoicing therefor.

          C.     The Premises shall be occupied and used for office,
warehouse and manufacturing, in accordance with applicable laws, ordinances
and regulations. Under no circumstances whatsoever may the Premises be used
in whole or in part for personal, family, residential or household purposes.

     2.     Term.

          A.     The term of this Lease shall be five (5) years, commencing
April 1, 2001("Lease Commencement Date") and expiring at 11:59 p.m. on
March 31, 2006, unless extended, renewed or previously terminated, as
hereinafter set forth.

          B.     If Lessee remains in possession of the Premises, including
failure to restore the same to the conditions required hereunder after the
expiration of the term of this Lease, or any extension or renewal thereof
(a "Holding Over"), without the prior written consent of Lessor, such
Holding Over shall create a Holding Over tenancy from month to month with
respect to the Premises on all of the same terms and conditions as are in
effect on the last day of the preceding term, except that the monthly
installment of Minimum Annual Rent shall be increased to an amount equal to
Two (2) times the monthly installment of Minimum Annual Rent in effect on
the last day of the preceding term. Notwithstanding anything set forth to
the contrary, Lessor may cancel such month to month Holding Over tenancy at
any time within such Holding Over tenancy upon Fifteen (15) days prior
written notice, but such cancellation notwithstanding, Minimum Annual Rent
shall accrue at the Holding Over rate set forth herein until Tenant vacates
fully the Premises and restores the same to the condition required hereunder.

          C.     Lessor shall not be liable to Lessee in any respect in the
event that Lessor is unable to deliver possession of the Premises to Lessee,
provided Lessee shall not be required to pay any installment of Minimum
Annual Rent (as hereinafter defined) or Additional Rent.(as hereinafter
defined) until such time as Lessor delivers possession. If such delivery is
not made on or before thirty (30) days after the Lease Commencement Date set
forth above, either party may terminate this Lease by written notice to the
other as provided herein, and such termination shall be effective upon
rendition of said notice.

     3.     Minimum Annual Rent.

          The minimum annual rent ("Minimum Annual Rent") payable by Lessee
to Lessor shall be Ninety-Six Thousand Two Hundred Fifty and 00/100 Dollars
($96,250.00) per year, lawful money of the United States of America, payable
in monthly installments in advance during the said term of this Lease in
sums of Eight Thousand Twenty and 83/100 Dollars ($8,020.83) on the first
day of each month, rent to begin from the Lease Commencement Date, the first
installment to be paid on or before the Lease Commencement Date, subject to
the requirements of subparagraph 2 (C), supra. The first installment of
Minimum Annual Rent to be made during the occupancy of the Premises shall be
adjusted to pro rate a partial month of occupancy, if any, at the inception
of this Lease at the rate of Minimum Annual Rent in effect during the first
Lease Year, i.e., the period of twelve (12) calendar months following the
Lease Commencement Date. If the date of commencement of the term of this
Lease shall be a day other than the first day of the calendar month, then
the term of this Lease shall be deemed extended by the number of days
between the Lease Commencement Date and the last day of said month, so that
the term of this Lease shall expire five (5) years after such first day of
the first calendar month following the Lease Commencement Date, unless
extended or previously terminated, as herein set forth.

     4.     Additional Rent.

          As Additional Rent ("Additional Rent") hereunder, Lessee shall pay
Lessor the following on or before the date such additional payment shall
become due, but not later than ten (10)n business days from rendition of a
bill therefor (unless otherwise set forth herein):

          A.     All "Taxes" (as hereinafter defined) assessed or imposed
upon the Premises during the term of this Lease and any extension or renewal
term or applicable to the Premises during' the term of this Lease. The
amount due hereunder oh account of such Taxes shall be apportioned for that
part of the first and last calendar years covered by the original, renewal
or extension term hereof as regards county and township real estate taxes
and for that part of the first and last July 1st fiscal years covered by
the original, renewal or extension term hereof regarding school real estate
taxes. At the time of execution of this Lease, Lessee shall pay Lessor the
pro rated portion of school real estate taxes on the Premises for the
fiscal year commencing July 1, 2000. Lessor shall promptly forward to Lessee
all bills received by Lessor for such Taxes and the amount of such Taxes
shall be paid by Lessee to Lessor at least Fifteen (15) days before the
expiration of the net payment period for said Taxes and before penalties
are assessed. In the event Lessee desires to take advantage of any
nonobligatory early payment discount, said tax payment shall be paid by
Lessee to Lessor at least one (1) month before the expiration of any
discount period. A bill submitted by Lessor to Lessee, accompanied by a true
and correct copy of a bill for Taxes, shall be conclusive evidence of the
amount of Taxes assessed or levied as well as the items taxed.

          "Taxes" as utilized in this Lease shall mean all taxes,
assessments and charges of whatsoever nature levied upon or with respect to
the Premises or Lessor's ownership interest in the Premises. "Taxes" shall
include, without limitation, all general real property taxes and general and
special assessments, charges, fees, or assessments for transit, housing,
police, fire or other governmental services or purported benefits inuring to
the Premises, service payments in lieu of taxes, and any tax, fee or excise
on the act of entering into and/or maintaining this Lease or any other lease
of space on the Premises, or the use or occupancy of the Premises or any
part thereof, or on the rent payable under any lease or in connection with
the business of leasing the Premises, including, but not limited to,
business privilege taxes that have been, or are now, or hereafter levied or
assessed against Lessor by the United States of America, the Commonwealth
of Pennsylvania or any political subdivision, political corporation,
district or other political or public entity, whether quasi in nature or
otherwise, but not including any federal or state income tax levied solely
on Lessor's income generally. "Taxes" does not include transfer taxes of
any nature whatsoever arising from the purchase, sale or lease of any real
property.

          Lessee at all times shall be responsible for and shall pay before
delinquency, all municipal, county, state or federal taxes assessed against
any leasehold interest or any personal property of any kind, owned,
installed or used by Lessee.

          Lessee, at its sole cost and expense, and after having given
twenty (20) days prior written notice to Lessor, may contest by appropriate
legal proceedings, promptly instituted and thereafter conducted in good
faith with due diligence, the amount or validity, in whole or in part of
any Taxes; provided, however, Lessee shall have at the time of giving notice
to Lessor, contemporaneously deposited with Lessor such financial security,
by certified funds or an irrevocable letter of credit, for payment of the
contested Taxes, said amount deposited with Lessor to equal one hundred
twenty percent (120%) of the total contested Taxes, including interest and
penalties, or other security as may reasonably be required by Lessor.

          B.     All sums which may become due by reason of the failure of
Lessee to comply with any of the terms, covenants and conditions of this
Lease to be kept and observed by Lessee, and any and all damages and costs
and expenses (including without limitation thereto, reasonable attorney's
fees) which Lessor may suffer or incur by reason of any default of Lessee
and any damages to the Premises caused by any act or omission of Lessee
together with interest to the date of payment at a rate per annum equal to
five hundred (500) basis points above the prime interest rate (Prime + 5%)
of First Union National Bank, Philadelphia, Pennsylvania, or its successor,
in effect during the period said payment is due.

          C.     The premiums for insuring the Premises, including
alterations, additions and improvements other than Lessee's fixtures and
equipment against loss or damage by fire, all extended coverage, and rental
value insurance (covering twelve (12) months' rental on a fully gross basis)
for the full, fair and insurable value thereof, exclusive of foundations,
excavations, and pavement, and insuring Lessor against liability for bodily
injury (including death), personal injury and property damage. The premiums
shall be pro-rated for such portion of the term of the Lease that is
included within any period in which an insurance policy is in effect.

          D.     Upon the written request of Lessor's mortgagee,(other than
the existing mortgage) Lessee will pay to Lessor, together with each monthly
installment of Minimum Annual Rent, an amount equal to one-twelfth of the
aggregate annual' amount of (i) the taxes referred to in subparagraph A
hereof and (ii) the insurance premiums referred to in subparagraph C hereof,
all as estimated by Lessor; such amounts shall be held in escrow by Lessor
or transmitted to any Mortgagee requiring such payments and applied on
account of the taxes and insurance premiums as and when payments therefor
are due. Without limitation of the foregoing, Lessee shall also pay to
Lessor such additional amounts as Lessor's Mortgagee may request from time
to time to provide a sufficient fund, at least thirty (30) days prior to the
due date (or, in the case of any tax which may be paid in installments, the
due date of the next installment thereof) for payment of such taxes and
premiums. Any amounts held in escrow by Lessor pursuant to this paragraph
may be deposited in a non-interest bearing account. Lessor may apply such
deposit against any arrearages by Lessee in the payment of Minimum Annual
Rent and/or Additional Rent. In the event Lessor assigns its interest in
this Lease, Lessor shall have the right to pay the balance of such amounts
then in its possession to the assignee, and Lessor shall thereupon be
completely released from any liability with respect to such amounts.

          E.     Intentionally Deleted by the Parties

          F.     In the event Lessee requests any consents or approvals of
Lessor and Lessor is reasonably obliged to expend counsel fees and costs by
reason thereof, Lessee will reimburse Lessor for the reasonable counsel fees
and costs incurred, as Additional Rent, within ten (10) days of submission
of bills therefor.

          G.     If Lessee does not pay any installment of Minimum Annual
Rent or any item of Additional Rent on the day when the same shall become
due and payable, and such failure shall continue for a period of ten (10)
days, Lessee shall pay Lessor as Additional Rent a service charge at the
rate of One and One-Half Percent (1-1/2%) per month (or such lesser charge
as may be the legal maximum for a debtor of the same nature and character as
Lessee in the jurisdiction which the Premises is located) on the amount of
such installment of Minimum Annual Rent or item of Additional Rent or all of
the same for each month or a portion of a month that the same shall remain
unpaid; provided, however, that such charge shall in no event be less than
Twenty-Five Dollars ($25.00) for any month or a portion of a month that any
installment of Minimum Annual Rent or item of Additional Rent shall remain
unpaid. Such charge shall be in the form of Additional Rent for the purposes
of defraying administrative expenses of Lessor and is not intended as a
penalty against Lessee. The provision of this paragraph shall not preclude
Lessor from exercising its options as set forth in any other sections of
this Lease, or as provided by law.

     5.     Utilities.

          Lessee shall heat the Premises at its own expense and shall also
pay all charges of utility companies or public authorities for electricity,
gas, telephone, water, steam, sewer service or other services or utilities
furnished to the Premises. Under no circumstances shall Lessor be required
to furnish or be responsible for the furnishing of or the failure of any
utility companies or public authorities to furnish any utilities or any
other service of any kind to the Premises or any part thereof.

     6.     Repairs.

          A.     Except as otherwise set forth herein, Lessee shall be
responsible for all maintenance to the Premises and at Lessee's sole
expense, shall make all necessary or appropriate repairs, replacements
(except for the air conditioning components [but not any heating component]
of warehouse air-conditioning units), renewals, and additions, interior and
exterior, structural (not arising from the act or neglect of Lessee, its
agents, servants, and business visitors) and non-structural, ordinary and
extraordinary, foreseen and unforeseen, required to keep and maintain the
Premises and all Systems (as hereinafter defined), equipment and apparatus
appurtenant thereto or used in connection therewith in good order and
condition including but not limited to lawn and shrub trimming, cutting and
maintenance, and parking lot and driveway repair, replacement, maintenance,
cleaning and snow and ice removal. Lessor shall be responsible only for
maintenance to the roof and structural (defined as "load bearing elements
and the exterior surface of exterior curtain walls") portions of the
Building, not arising from the act or neglect of Lessee, its agents;
servants, and business visitors; in accordance with the provisions of
subparagraph B hereof. Pertaining to Lessee's responsibility to maintain the
heating, air-conditioning, plumbing, electrical and sprinkler systems of the
Premises ("Systems"), in addition to all required repairs and replacements,
Lessee agrees that it shall, to the extent generally available, at its cost
and expense, enter into a service contract or contracts with responsible
service companies providing for at least two (2) semi-annual periodic
inspections, and complete maintenance of all air-conditioning units, only
including all necessary parts and labor, commencing upon the Lease
Commencement Date, which contract or contracts shall continue during the
term of this Lease and any renewal thereof and will be subject to the
approval of Lessor, which Lessor agrees not to unreasonably withhold. A copy
of said service contract shall be deposited with Lessor prior to the Lease
Commencement Date and said contract must provide for at least fifteen (15)
days' notice to Lessor prior to cancellation thereof. True and correct
copies of all inspection reports received from the service contractor shall
be furnished to Lessor no later than ten (10) days after receipt of same.

          B.     Upon receipt of written notice from Lessee, Lessor agrees
to proceed with due diligence to repair at its own cost and expense, any
leaks in the roof, or make any repairs to the structural portions of the
Building, provided such repairs are not necessitated by any act or neglect
on the part of Lessee, its agents, servants or business visitors. In no
event, however, shall Lessor be liable to Lessee for damages, including
consequential damages, for any loss or damage sustained by Lessee due to,
or alleged to be due to, failure to make such repairs in a timely or proper
manner. In the event Lessor fails to make said repairs within a reasonable
time and in a proper manner, after notice by Lessee, Lessee may proceed to
effect said repairs and Lessor shall repay Lessee the reasonable costs of
said repairs, together with interest to the date of payment at a rate per
annum equal to five hundred (500) basis points above the prime interest rate
(Prime + 5%) of First Union National Bank, Philadelphia, Pennsylvania, or
its successor, in effect during the period said payment is due, but Lessee
may not set off the amount of such costs against any rent due to Lessor
pursuant to the terms of this Lease. Provided, however, that within ten (10)
days of receipt of any such bill for repairs, Lessor may submit the
questions of the reasonableness of said bills and/or Lessor's responsibility
to pay for same to arbitration before the American Arbitration Association
in Philadelphia, Pennsylvania, and in accordance with the rules and
regulations of the American Arbitration Association in Philadelphia,
Pennsylvania. The decision of the arbitrators shall be final and binding
upon the parties and shall be unappealable. The cost of arbitration, as well
as the reasonable counsel fees and costs of the prevailing party shall be
borne by the non-prevailing party.

          C.     Any repairs, replacements, renewals and additions, and any
labor performed or materials furnished in, on or about the Premises shall be
performed and furnished by Lessee and/or Lessor, as the case may be, in
strict compliance with all applicable laws, regulations, ordinances and
requirements of all duly constituted municipal authorities or other
governmental bodies having jurisdiction over the Premises and the
requirements of any board of underwriters having jurisdiction thereof.

     7. Insurance.

          A.     Liability.

               Lessee shall provide and keep in force at its own cost and
expense:

               (i)     Commercial General Liability Insurance, including
Personal Injury, Bodily Injury Including Death, and Property Damage covering
premises liability, independent contractors liability, and contractual
liability, with minimum limits of coverage of One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00)
aggregate applicable to the Premises only.

               (ii)     Worker's Compensation Insurance in the full
statutory amount.

               (iii)     All policies carried hereunder, providing liability
coverage, will include Lessor as an additional named insured with respect to
ownership of the Premises.

          B.     Lessee's Personal Property. Lessee shall keep its personal
property and trade fixtures in the Premises insured with "all risks"
insurance in an amount to cover 100% of the replacement cost of the property
and fixtures.

          C.     Insurance policies required by this Lease shall:

               (i)     Be issued by insurance companies licensed to do
business in the State of Pennsylvania, with general policyholder's ratings
of at least A and a financial rating of at least XI in the most current
Best's Insurance Reports available on the date of issuance. If the Best's
ratings are changed or discontinued, the parties shall agree to an
equivalent method of rating insurance companies;

               (ii)     Provide that the insurance not be cancelled or
materially changed in scope or amount of coverage unless thirty (30) days
advance notice is given to the Lessor;

               (iii)     Be primary policies -- not contributing with, or in
excess of the coverage that the Lessor may carry;

               (iv)     Be permitted to be carried under a "blanket policy".
However, a specific minimum limit must be listed which is applicable to the
Premises and acceptable to the Lessor.

               (v)     Be maintained during the entire term and any
extension or renewal term of this Lease.

          D.     By the Lease Commencement Date and prior to Lessee entering
possession of the Premises, and upon each renewal of its insurance policies,
Lessee shall provide certificates of insurance to Lessor by notice
hereunder. The certificates shall specify amounts, types of coverage, the
waiver of subrogation, specified in Paragraph 16 hereof, and the insurance
criteria listed in this paragraph 7. The policies shall be renewed or
replaced and maintained by Lessee. If Lessee fails to give any required
certificate within the time provided herein, Lessor may obtain and pay for
that insurance and receive reimbursement from, Lessee as Additional Rent,
any other provision of this Lease notwithstanding.

     8.     Destruction of Premises.

          A.     Total Destruction of Building. In the event the Building is
totally destroyed or so damaged by fire or other casualty covered by a
policy or policies of insurance maintained by Lessor that the same cannot be
repaired and restored within ninety (90) days from the happening of such
injury, the current term of this Lease shall absolutely cease and terminate
and the Minimum Annual Rent and Additional Rent shall abate for the balance
of the term, with reimbursement to Lessee of prepaid Minimum Annual Rent and
Additional Rent. Nothing contained herein shall be construed to affect
Lessor's right to collect the proceeds of rental value insurance on the
Building.

          B.     Partial Destruction of Building. If the damage be only
partial and such that the Building can be restored, to approximately its
former condition within ninety (90) days from the date of the casualty loss,
Lessor shall restore the same with reasonable promptness, reserving the
right to enter upon the Premises for that purpose. Lessor also reserves the
right to enter upon the Premises whenever necessary to repair damage caused
by fire or other casualty to the building of which the Premises is a part if
the building is a multi-tenant building, even though the affect of such
entry be to render the Premises or part thereof untenantable. The rent shall
be apportioned and suspended during the term that any portion of the
Premises is untenantable (i.e., not fit for Lessee's reasonable business
use), taking into account the ratio of the untenantable portion to the total
Premises and the duration of such untenantability. Nothing contained herein
shall affect or limit Lessor's right to collect the proceeds of any rental
value insurance on the Premises.

          C.     Intentionally Deleted by the Parties

          D.     Lessor shall not be liable for any damage, compensation or
claim by reason of the necessity of repairing any portion of the Premises,
the interruption of the use of the Premises, any inconvenience or annoyance
arising as a result of such repairs or interruption or the termination of
this Lease by reason of damage or destruction of the Premises or any part
thereof, unless caused by the negligence or fault of Lessor, its agents,
servants, employees and/or contractors.

     9.     Condemnation.

          A.     Total Condemnation.  In the event the entire Premises is
taken or condemned by any public or quasi-public authority exercising the
right of eminent domain, the term of this Lease shall terminate as of the
date the condemning authority takes possession of the Premises, with the
same force and effect as though such date were the date fixed herein for
expiration of the term. The entire amount of any award for such taking shall
belong to the Lessor, except for moving, business interruption expenses, and
damages to Lessee's personal property, if any, awarded directly to Lessee
and Lessee hereby waives any other right it may have to any portion of such
award.

          B.     Partial Condemnation. In the event that a portion of the
Premises, but not the entire Premises is taken or condemned for a public or
quasi-public use, the Minimum Annual Rent herein shall abate equitably in
proportion to the area of the building on the Premises condemned as of the
date on which the condemning authority shall take possession of the
condemned property. Provided, however, that if the condemnation was so
extensive that the Premises is not suitable for Lessee's use as set forth
herein, the taking shall be considered a total taking and subparagraph A
above will apply. The entire amount of any award for such taking shall
belong to Lessor except for moving, business interruption expenses and
damages to Lessee's personal property, if any, awarded directly to Lessee
and Lessee hereby waives any other right it may have to any portion of such
award. If the parties are unable to agree as to whether any taking is so
substantial as to constitute a total taking for the purposes of this Lease,
or as to the amount of abatement of rent after a partial taking, the matter
shall be submitted to arbitration in Philadelphia, Pennsylvania, in
accordance with the rules of the American Arbitration Association then in
force and the decision of the arbitrators shall be final and binding on both
parties.

     10.     Use and Compliance with Regulations.

          A.     Lessee hereby covenants and agrees that it will at no time
use the Premises for any other use or purpose than lawful purposes. Lessee
further agrees that it will at no time use the Premises in any manner which
may be deemed a violation of any municipal (including but not limited to
township authorities, regulatory agencies and water and sewer authorities),
state or federal law, rules, regulations or requirements. Lessee shall
comply at its sole cost and expense with any and all municipal, state and
federal rules, regulations, requirements or laws, including additional
installations which may be required, covering Lessee's specific use and
occupancy of the Premises; Lessor shall comply, at its sole cost and expense
with any and all municipal, state and federal rules, 'regulations,
requirements or laws, and/or additional installations covering buildings and
property generally, without regard to Lessee's specific use and occupancy
thereof.' Lessor represents and warrants that the applicable zoning
ordinances permit Lessee's intended use of the Premises as specified in
Paragraph 1(C) hereof. The applicable use and occupancy regulations of
Montgomery Township, Montgomery County, Pennsylvania, require a tenant to be
in possession of its space and set up for operation before making
application for a certificate of occupancy ("CO") and the necessary township
inspection. Accordingly, Lessee shall take possession of the Premises, set
up its operation and promptly thereafter, make application to Code
Enforcement Officer of Montgomery Township for a CO for the Premises and
obtain any required CO. Lessee shall provide Lessor with a true and correct
copy of its CO promptly after issuance, by notice hereunder. In the event
issuance of a CO is withheld by reason of any condition of the Premises not
related to Lessee's specific use and occupancy, Lessor, at its sole cost and
expense, shall promptly use its best efforts to rectify this condition and
otherwise will cooperate with Lessee and render reasonable assistance to
Lessee for issuance of the CO. Lessee hereby agrees to protect, indemnify
and save Lessor harmless from and against any and all loss, damage, expense,
cause of action, suits, demands, judgments and claims of any nature
whatsoever arising as a result of Lessee's breach' of the covenants
Contained in this paragraph, in addition to any other indemnification
provisions set forth in this Lease. Lessee shall deposit no process wastes
into the sanitary sewer system serving the Premises and agrees that only
sanitary waste shall be inserted into the sanitary sewer system. Two (2)
EDU(s) of sanitary sewer capacity has been allocated to the Premises and
Lessee shall not exceed said allocation.

          B.     As used herein, "Hazardous Substance" means any substance
which is toxic, ignitable, reactive or corrosive and which is regulated by
any local government, the State of Pennsylvania or the United States
Government. Hazardous Substance includes any and all materials or substances
which are defined as 'hazardous waste', 'extremely hazardous waste' or
'hazardous substance' pursuant to state, federal or local governmental laws
or regulations. "Hazardous Substance" includes, but is not restricted to
asbestos, polychlorinated biphenyls (PCBs) and petroleum. Lessee shall not
cause or permit any Hazardous Substance to be used, stored, generated or
disposed of on or in the Premises by Lessee, Lessee's agents, employees,
contractors or invitees, (except small quantities in sealed containers used
in the ordinary course of Lessee's business) without first obtaining
Lessor's written consent, which may be withheld or delayed at Lessor's sole
and absolute discretion. If Hazardous Substances are. used, stored,
generated or disposed of on or in the Premises or if the Premises become
contaminated in any manner for which Lessee is legally liable, Lessee shall
indemnify, defend and hold harmless the Lessor from any and all claims,
damages, fines, judgments, penalties, costs, liabilities or losses
(including without limitation, a decrease in value of the Premises or the
Building or the Lot, damages because of adverse impact on marketing of the
Premises and any and all sums paid for settlement of claims, attorneys',
consultant and expert fees) arising during or after the term hereof and
arising as a result of such contamination by Lessee. This indemnification
includes, without limitation, any and all costs incurred because of any
investigation of the Lot or any clean-up, removal or restoration mandated by
a federal, state or local agency or political subdivision. In addition, if
Lessee causes or permits the presence of any Hazardous Substance on the
Premises and this results in contamination, Lessee shall promptly, at its
sole expense, take any and all necessary actions to return the Premises to
the condition existing before the presence of any such Hazardous Substance
on the Premises, provided, however, that Lessee shall first obtain Lessor's
approval for any such remedial action. Within ten (10) days after receipt,
Lessor and Lessee shall advise the other party in writing and provide the
other party with copies of (as applicable), any notices alleging violation
of any law or regulation relating to any Hazardous Substance upon any
portion of the Premises, the Building or the Lot; any claims made or
threatened in writing regarding noncompliance with any law or regulation
involving the presence of any Hazardous Substance on any portion of the
Premises, the Building or the Lot; or any governmental or regulatory actions
or investigations instituted or threatened regarding non-compliance with any
law or regulation involving any Hazardous Substance upon any portion of the
Premises, the Building or the Lot.

          C.     Within ten (10) days after receipt, Lessor and Lessee shall
advise the other party in writing and provide the other with copies of (as
applicable), any notices alleging violation of the Americans with
Disabilities Act of 1990 ("ADA") relating to any portion of the Premises,
the Building or the Lot; any claims made or threatened in writing regarding
non-compliance with the ADA and relating to any portion of the Premises, the
Building or the Lot; or any governmental or regulatory actions or
investigations instituted or threatened regarding non-compliance with the
ADA and relating to any portion of the Premises, the Building or the Lot.
Lessor's Work shall comply with ADA requirements in effect on the Effective
Date.

     10.1     Lessor's Environmental Representation

          A.     Lessor warrants and represents that to the best of its
knowledge information, and belief, no Hazardous Substances exist upon the
Premises, as of the Effective Date.

          B.     Lessor shall reimburse Lessee for all out of pocket costs
incurred by Lessee as a result of a breach of Lessor's environmental
warranty and representation set forth in Subparagraph A.

     11.     Indemnification.

          A.     The Lessee shall keep, save and hold harmless the Lessor
from any and all damages and liability for anything and everything
whatsoever arising from or out of the occupancy of the Premises and abutting
common areas by or under the Lessee, the Lessee's agents, servants, or
business visitors, and from any loss or damage arising from any fault or
negligence by the Lessee or any failure on the Lessee's part to comply with
any of the covenants, terms and conditions contained in this Lease.
Provided, however, that Lessee's obligations hereunder shall be pro-ratably
reduced to the extent that a particular claim, liability, expense, loss,
damage, demand, fine or cause of action is a result of Lessor's gross
negligence or wilful misconduct.

          B.     Notwithstanding anything set forth herein to the' contrary,
in the event Lessor is held liable to an employee of Lessee (either an
actual employee or one deemed to be an employee by operation of law) on
account of work-related injuries sustained by such employee on the Premises,
Lessee shall be liable to Lessor for damages, contribution and indemnity in
any action at law or otherwise. This subparagraph 11(B) shall constitute "a
written contract" between Lessor and Lessee purs