TRIPLE NET INDUSTRIAL LEASE

<PAGE>

                                                                   Exhibit 10.19

                                                               EXECUTION VERSION
                           TRIPLE NET INDUSTRIAL LEASE

THE STATE OF TEXAS       Section
                        Section
COUNTY OF FORT BEND      Section

     This Triple Net Industrial Lease ("LEASE") is made and entered into by and
between Landlord and Tenant hereinbelow named, to be effective as of the
Effective Date.

                                    WITNESSETH:

     1. DEFINITION OF BASIC TERMS. The parties hereby agree that the following
defined terms will have the following meanings when used elsewhere in this Lease
(the "BASIC LEASE TERMS"):

          A. "LANDLORD": GSL 16/VIF GILLINGHAM, L.P., a Texas limited
          partnership.

          Address for Notice:

          5858 Westheimer, Suite 800
          Houston, Texas 77057
          Attn: Mr. Welcome Wilson, Jr., and Mr. Welcome Wilson, Sr.
          Telecopy No.: 713-952-7007 AND 713-952-7733

          With Required Copy to:

          Jonathan Peckham, Esq.       AND    Timothy J. Heinrich, Esq.
          Adams and Reese LLP                Boyar & Miller, P.C.
          1221 McKinney, Suite 4400          4265 San Felipe, Suite 1200
          Houston, Texas 77010               Houston, TX 77027
          Telecopy: (713) 652-5152           Telecopy: (713) 552-1758

          B. "TENANT": SUNTRON GCO, LP, a Texas limited partnership .

          Address for Notice:

          1111 Gillingham Lane
          Sugar Land, TX 77478
          Attn: Mr. Alan Mills, Director of Facilities
          Telecopy No.: 281-243-5509
          Email address: Alan.Mills@suntroncorp.com

          with a copy to:

          Suntron Corporation
           2401 West Grandview Road
          Phoenix, AZ 85023
          Attn: Hargopal (Paul) Singh
          President and CEO
          Telecopy: 602-282-5600
          Email: paul.singh@suntroncorp.com


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          C. "LAND": That approximately 32.4061-acre tract of land located at
1111 Gillingham Lane, in Sugar Land, Fort Bend County, Texas, in the Brown and
Belknap League Survey, Abstract No. 15, Fort Bend County, Texas, and more
particularly described by metes and bounds on EXHIBIT "A", attached hereto and
incorporated herein by this reference.

          D. "PREMISES": The following: (i) that portion of the Facility
containing approximately 222,600 square feet of gross leasable area of
industrial and warehouse space, as more particularly described by diagram on
EXHIBIT "A-1" attached hereto and incorporated herein by reference, together
with all rights, privileges, easements, and appurtenances belonging to or in any
way pertaining thereto, plus (ii) a variable quantity of Office Space as
provided in Paragraphs 7 and 8 of EXHIBIT "E", plus (iii) for the period stated
therein, the Sealed Inventory Temporary Space as provided in Paragraph 6 of
EXHIBIT "E". For purposes of this Lease, the portion of the Premises described
on EXHIBIT "A-1" is sometimes herein separately called the
"WAREHOUSE/MANUFACTURING PORTION OF THE PREMISES." For purposes hereof, the
gross leasable area of the Premises is stipulated and agreed to be the square
footage assigned by this Lease, whether or not the same would be more or less by
any particular measurement or re-measurement thereof, and includes second floor
or mezzanine space to the extent currently existing in any area designated as
"Premises" hereunder.

          E. "EFFECTIVE DATE": The same date as the Commencement Date.

          F. "TERM": Eighty-Four (84) months from the Commencement Date, plus
the partial month, if any, during which the Commencement Date occurs if the
Commencement Date occurs other than on the first day of a calendar month. Such
word also includes any extension of the initial term of this Lease as and if
properly extended by Tenant for a Renewal Term (if any Renewal Options are
contained herein) or any term of renewal otherwise agreed upon in writing by the
parties (including permissive month-to-month holdover under Section 13(a)
hereof).

          G. "BASE RENTAL": means the following sums of fixed monthly rental
that are due from Tenant to Landlord during the initial Term of this Lease:

<TABLE>
<CAPTION>
Months of Term                          Monthly Base Rental
--------------                         -------------------
<S>                                    <C>
One (1) - Twelve (12)***               $141,180.00*
Thirteen (13) - Forty-Two (42)         $122,430.00* + Office Space Base Rental**
Forty-Three (43) - Eighty-Four (84)    $122,430.00* + Office Space Base Rental**
                                         + 7% Escalation (see below)
</TABLE>

Base Rental also refers to any amount referred to as such in any amendment
hereto mutually agreed to in writing by the parties for the extension of the
Lease Term not pursuant to a Renewal Option contained herein. The Base Rental
amounts are subject to 7% escalation per the provisions in Paragraph 4 of
EXHIBIT "E" to this Lease.

*     [During any period that Sealed Inventory Temporary Space is part of this
     Lease per Paragraph 6 of EXHIBIT "E", add $500.00/month]

**    [See Paragraph 7 of EXHIBIT "E" for applicable amount of Office Space Base
     Rental]

***   [Plus any partial month during which the Commencement Date occurs]

          H. "SECURITY DEPOSIT": Means: $500,000 Letter of Credit as described
in Section 11.

          I. "PERMITTED USE": means (i) general office use, (ii) manufacturing
and assembly of electronic components, and (iii) warehouse use (including
shipping, packing and receiving) for goods, materials and equipment manufactured
or distributed by Tenant (the Office Space, however, shall be used for office
uses only), in each case subject to the restrictions elsewhere herein
(including, without limitation, the restriction on High Risk Use).

          J. "CORE PROPOSED USE": means use for manufacturing and assembly of
electronic components, including, but not limited to, circuit boards, and
related office and warehouse use, subject to the restrictions elsewhere herein
(including, without limitation, the restriction on High Risk Use). Office Space,
however, shall be used for office uses only.

          K. "GUARANTOR(S)": Suntron Corporation, a Delaware corporation .


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          L. "RENEWAL TERM(S)": One (1) term of eighty-four (84) months,
commencing immediately upon the expiration of the initial term.

          M. "INITIAL ESTIMATED ADDITIONAL RENT PAYMENTS" means:

<TABLE>
<S>            <C>
CAM Costs -    $________________ per month
Taxes -        $________________ per month
Insurance -    $________________ per month
</TABLE>

          N. "FACILITY" means the building(s), structures, improvements and
fixtures currently existing on the Land as of the Effective Date or constructed
on the Land at Landlord's option as provided herein, together with the Land.

          O. "BUILDINGS" means the tenant occupiable structures located on the
Land (and "BUILDING" refers to one or more of the Buildings, as indicated).
"PRIMARY BUILDING" means the building in which the Premises are located and the
parties acknowledge it is the only Building located within the Facility on the
Commencement Date. The Primary Building (and Facility) on the Commencement Date
is stipulated and agreed (but not warranted or represented under any particular
measurement) to contain 487,550 square feet of leasable area, and the same is
not subject to re-measurement or dispute by either party during the Term;
provided, however, that if additional Buildings (or extensions or additions to
the Primary Building) are constructed on the Land, then their leasable area
shall be measured to contain the number of gross square feet as are contained in
each enclosed floor of their structure, measuring from the exterior of the
exterior walls (disregarding any inset glass or similar insets) to the center of
the space without deduction for structural elements, columns or any other
obstructions of any nature. If mezzanine areas are constructed in any Buildings
(including the Primary Building) after the Commencement Date, then such added
mezzanine areas will be disregarded for purposes of adding to the Facility gross
leasable area and adjusting Tenant's Proportionate Share. Upon full completion
of such additional or added Building area (but only upon full completion
thereof), Tenant's Proportionate Share for purposes of this Lease shall be
adjusted by adding the gross leasable square footage thereof, as conclusively
measured and determined (as long as in good faith) by Landlord's independent
architect using the foregoing measurement criteria, to the above stated square
footage of the Buildings as and if previously adjusted pursuant to this clause.

          P. "BROKERS": Though not entitled to a commission in connection with
this Lease, The Staubach Company, Bob Berry, agent, is representing Tenant in
these lease negotiations ("TENANT'S BROKER"), and River Oaks Financial Group,
Inc., is representing Landlord in these lease negotiations ("LANDLORD'S
BROKER"); each such broker having agreed to accept its commissions relating to
the sale of the Premises by Tenant to Landlord as its sole compensation for all
services relating to such sale and this Lease.

          Q. "SUPPLEMENTAL LOC" means that certain $1,500,000 Letter of Credit
described in Section 11A.

          R. "SALE CONTRACT" means that certain Earnest Money Contract dated to
be effective as of December 27, 2005, as amended, between GSL Industrial
Partners, L.P., as predecessor to Landlord by assignment, as Buyer, and Tenant,
as Seller, providing for Tenant's sale of the Facility to Landlord, along with
certain adjacent land which is not part of the Facility.

          S. "GLOSSARY": means the Glossary of Certain Defined Terms set forth
as Addendum No. 1 to this Lease. The following terms are defined in the Glossary
(or the location for their definition is given therein):

<TABLE>
<CAPTION>
Defined in Glossary (Alphabetical):      Location Given in Glossary (Order of Appearance):
-----------------------------------      -------------------------------------------------
<S>                                      <C>
Applicable Holdover Multiplier           Lease
Approved Environmental Inspector         Commencement Date
Claims and Losses                        rental
CAM Costs                                 Existing Mortgagee SNDA Agreement
Common Areas                             SNDA Agreement
EDGAR                                    Renewal Option
Environmental Laws                       Renewal Term
Events of Default                         Fair Market Value Rental Rate
Expanded Environmental Report            Sealed Inventory Temporary Space
Hazardous Materials                      Unincluded Building Area
High Risk Use                            Temporary Office Space
Home Page                                 Initial Office Space Term
Initial Required Environmental Report    Extended Office Space Term
</TABLE>


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<TABLE>
<S>                                      <C>
Mortgagee                                Office Space Base Rental
Mortgage(s)                              Data Center Area
Office Space                             Other Acceptable Location
Permitted Materials                      Relocated Temporary Office Space
Proportionate Share                      Additional Office Space
Recommended Practices                    Security Deposit LOC
Restrictions                             Acceptable Security Deposit Letter of Credit
Special Business Requirements and        Supplemental LOC
Licenses Taxes
Uniform Mandatory Change
</TABLE>

     2. DEMISE; COMMON AREA USAGE.

          (a) General Demising Clause. Landlord hereby leases the Premises to
Tenant, and Tenant hereby leases and takes the Premises from Landlord, on the
terms and conditions stated in this Lease.

          (b) Common Areas; Parking Rights Tenant and its partners (if a
partnership), officers, employees, agents, customers, invitees, and/or licensees
shall have the non-exclusive right to use the Common Areas for their designed
purposes (except Other Party Parking Areas), including (i) right to Tenant's
Proportionate Share of the number of parking spaces existing in the Facility as
of the Commencement Date (not any added thereafter except spaces that replace
one or more such spaces existing on the Commencement Date but later demolished),
either on a designated or undesignated (first come first-served) basis as
described below ("TENANT'S MINIMUM PARKING ALLOCATION"); and (ii) the
non-exclusive right to use Common Area driveways within the Facility (excluding
other tenants' reserved areas such as loading docks, reserved parking, exclusive
service areas, etc.), in each case subject to such rules and regulations ("RULES
AND REGULATIONS") with regard to such Common Area use as Landlord may from time
to time in good faith prescribe and publish to Tenant in writing for valid
business purposes, and subject to use and rights of ingress and egress of
Landlord and other tenants, and their respective employees, agents, contractors,
customers, invitees, licensees and visitors. The initial Tenant's Minimum
Parking Allocation hereunder is based on Tenant's initial Proportionate Share,
which in turn is based on the size of the Premises excluding the Additional
Office Space, and Tenant's Minimum Parking Allocation automatically adjusts at
the time that there is any adjustment of Tenant's Proportionate Share (including
because of reduction in the Temporary Office Space as provided in Paragraph 7 of
EXHIBIT "E"). The initial Tenant's Minimum Parking Allocation will be provided
on an unreserved, undesignated basis; provided, however, that it is the parties
understanding that at all times during such period that Tenant's Minimum Parking
Allocation is undesignated, there will be sufficient parking available to Tenant
to satisfy Tenant's Minimum Parking Allocation. Upon Landlord's election from
time to time by written notice to Tenant, Landlord may designate specific
parking spaces comprising Tenant's Minimum Parking Allocation in the Facility
and require that Tenant park only in those designated areas (as located and
relocated from time to time hereunder, the "DESIGNATED TENANT PARKING AREAS"),
which Designated Tenant Parking Areas may, at any time Landlord elects as long
as Landlord pays to remove and/or move any parking signage installed by Tenant,
either be reverted to common (undesignated) parking or moved to a different
location in the Facility. At any time that there are Designated Tenant Parking
Areas for Tenant established by Landlord as herein provided, Tenant shall have
the right to reserve such Designated Tenant Parking Areas for its exclusive use
by appropriate signage and, provided such signage and any other measures taken
by Tenant (such as manning after hours phone numbers to take calls regarding
towed vehicles, etc., if any) are sufficient to comply with applicable law,
Tenant may establish a right to tow parkers in Designated Tenant Parking Areas
who are not Tenant's partners (if a partnership), officers, employees, agents,
customers, invitees, and/or licensees ("TENANT'S PARKERS"). Landlord shall not
be responsible for enforcing Tenant's exclusive or reserved parking rights in
any Designated Tenant Parking Areas against any third parties, but agrees to
notify each other tenant of the Facility that the Designated Tenant Parking
Areas are reserved for Tenant's exclusive use when the same may be the case from
time to time hereunder. Tenant hereby agrees to and does hereby indemnify,
defend and hold harmless Landlord from any liabilities, claims, actions, suits,
proceedings, judgments, costs, fees and expenses (including, without limitation,
costs of litigation, costs of court and reasonable attorneys' fees), arising out
of Tenant's reservation of the Designated Tenant Parking Areas as reserved and
the enforcement of such exclusive parking by towing or otherwise, provided that
Landlord has disclosed to each other tenant of the facility that Tenant has such
rights to reserve parking in the Designated Tenant Parking Areas. The remainder
of the parking areas in the Facility that are not Designated Tenant Parking
Areas (collectively, the "OTHER PARTY PARKING AREAS") may be operated by
Landlord as common parking area for multiple tenants of other tenant space in
the Facility, or to grant other tenants the right to reserve specified areas
thereof for their exclusive use, but none of such Other Party Parking Areas
shall be used by Tenant's Parkers at any time that there are Designated Tenant
Parking Areas established hereunder. Landlord and/or such other tenants may
establish towing policies and signage for the enforcement of exclusive parking
for other tenants (and their employees, visitors, etc.) in the Other Party
Parking Areas if they so elect. Prior to any other tenant leasing another part
of the Facility, Landlord will not enforce Tenant's obligation to cause the
Tenant Parkers to park exclusively in Designated Tenant Parking Areas. No
provision hereof


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allowing Tenant reservation of Designated Tenant Parking Areas by Tenant or
allowing other tenants to do the same with respect to Other Party Parking Areas
in the Facility shall ever be deemed to require that Landlord account to Tenant
and other tenants for their respective CAM Costs solely with respect to such
party's own designated parking areas; rather, all parking areas will be treated
and accounted for as Common Area for CAM Cost purposes. If Tenant causes undue
damage or wear to the Common Area parking or driveway areas by reason of all or
some of its truck traffic being over a reasonable weight limit for a parking
area of this nature, Tenant will be responsible for the entire cost to repair
such damage or undue wear if Tenant's truck traffic can be identified to have
caused the same.

          (c) No Blockage of Common Areas. Tenant shall, at its own cost and
expense, keep its employees, agents, customers, contractors, invitees, and/or
licensees from parking on any streets running through or contiguous to the
Facility or any other Common Areas that are not striped and identified by
Landlord as Common Area parking spaces. Tenant hereby consents to the removal of
any vehicle in violation of the foregoing designated parking areas as
established by Landlord, subject to Landlord's compliance with any signage or
other legal requirements related to towing of vehicles. Tenant agrees that it
will not engage in, authorize or cause vehicle washing or any significant
washing operations of any type (other than reasonable restroom or kitchen
washing) to take place in the Premises, including the truck apron, docks and
parking areas, or in any of the Common Areas. There will be no overnight truck
parking in Common Areas (including Designated Tenant Parking Areas); provided,
however, Landlord agrees that Tenant may park small trucks and other vehicles
owned by Tenant overnight in the Designated Tenant Parking Areas as long as not
parked in any areas not marked as parking spaces.

     3. PAYMENT OF BASE RENTAL; ADDITIONAL RENT PAYMENTS.

          (a) Base Rental. The monthly installments of Base Rental hereunder
shall be payable monthly on the first day of each calendar month throughout the
Term, without demand, offset or deduction except as specifically provided for in
this Lease. Monthly Base Rental for any partial month during which the actual
Commencement Date occurs shall be pro rated on a per diem basis and paid on the
Commencement Date.

          (b) Additional Rent Payments. All payments required of Tenant under
this Lease, whether or not designated as such, are additional "rent" for all
purposes of this Lease and are sometimes herein collectively called "RENT" or
"RENTAL," and all rental due hereunder that is not Base Rental is herein
sometimes separately referred to as "ADDITIONAL RENT." Unless otherwise
expressly so stated in the relevant provision of this Lease requiring such
Additional Rent payment, all Additional Rent shall be paid by Tenant to Landlord
with the payment of the next monthly Base Rental due from Tenant following
Landlord's written invoice for such charge, but if the invoice is not received
by the twentieth (20th) of a calendar month, then Tenant has thirty (30) days
after Landlord's invoice in which to make payment. Except for the automatic
monthly Additional Rent payments due without invoicing or demand with the Base
Rental as provided in paragraph (c), immediately below, Landlord may bill Tenant
for Additional Rent on a monthly, quarterly or other periodic basis chosen from
time to time by Landlord, and may do so at different intervals for different
types of payments.

          (c) Certain Additional Rent Payments. Without limitation of the
foregoing, Tenant agrees to pay to Landlord, as Additional Rent, without demand,
offset or deduction (except as specifically provided for in this Lease) (i)
Tenant's Proportionate Share of Taxes pursuant to Section 7, (ii) Tenant's
Proportionate Share of maintaining Landlord's insurance pursuant to Section
9(a), and (iii) Tenant's Proportionate Share of CAM Costs pursuant to Section
10. During each month of the term of this Lease, on the same day that Base
Rental is due hereunder, Tenant shall pay to Landlord, in advance as Additional
Rent, an amount equal to one-twelfth (1/12) of the estimated annual cost of its
share of such items as shown by Landlord's most recent estimate statement
received from Landlord. The initial monthly Additional Rent payments in Section
1.M. of the Basic Lease Terms are based upon the estimated amounts due for each
item for the year in question, and shall be adjusted periodically to reflect the
projected actual cost of all such items, and reconciled when actual figures are
known as hereinbelow provided. If the Tenant's total estimated Additional Rent
payments actually made to Landlord hereunder for any of the above three items
for a given year (or insurance year, as applicable) are less than Tenant's
actual Proportionate Share of such item, Tenant shall pay the difference to
Landlord within thirty (30) days after demand. If the total estimated Additional
Rent payments actually made by Tenant for any of the above three items for a
given year (or insurance year, as applicable) are more than Tenant's actual
Proportionate Share of such item, Landlord shall refund such excess to Tenant
within thirty (30) days after Landlord completes the accounting for the prior
year, or retain such excess and credit it against Tenant's next Additional Rent
payments (or reconciliation payments) due hereunder.

     4. USE OF THE PREMISES.

          (a) In General. The Premises shall be occupied only by Tenant, and
only for the Permitted Use as defined in the Basic Lease Terms. The Permitted
Use shall expressly include, but not necessarily be limited to, the Core
Proposed Use as


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<PAGE>

defined in the Basic Lease Terms. Tenant is responsible for having verified that
the regulations and restrictions affecting the Land permit such Core Proposed
Use and any other desired Permitted Use by Tenant. The Permitted Use shall be
subject to any and all other specific restrictions on use stated elsewhere in
this Lease. All risk of obtaining, and for satisfying requirements for, Special
Business Requirements and Licenses, and complying with all regulations and
restrictions applicable to the Premises are Tenant's sole risk and expense.

          (b) Nuisance; Excessive Vibration. Tenant agrees that it will not
engage in any use of the Premises, whether or not within the definition of
Permitted Use, in a manner that results in (i) the setting up of Excessive
Vibration (as hereinbelow defined) in the structure of the Primary Building or
(ii) creation of a legal nuisance to or other unreasonable interference with the
business of any other tenant in the Facility, or to the users of Common Areas or
any adjacent or nearby property, by reason of smoke, fumes, dust, noise or
similar matter. For purposes hereof, "EXCESSIVE VIBRATION" is the level of
vibration that would normally be considered inappropriate or undesirable for a
multi-tenant property in which tenants are engaged in warehouse and light
industrial use of a typical nature. Landlord agrees to include a clause
substantially similar to the foregoing, but in each case including the above
definition of Excessive Vibration (such clause being herein called the "STANDARD
NUISANCE CLAUSE"), in each lease of space in the Facility to another tenant.

     5. COMMENCEMENT DATE. The "COMMENCEMENT DATE" shall be March __, 2006.

     6. AS-IS CONDITION ACCEPTED BY TENANT. Tenant acknowledges that (i) it has
inspected and accepts the Premises and Facility, (ii) the buildings and
improvements comprising or containing the Premises are suitable for the purpose
for which the Premises are leased, (iii) the Premises and Facility are in good
and satisfactory condition, and (iv) no representations as to the repair of the
Premises, nor promises to alter, remodel or improve the Premises or Facility,
have been made to Tenant by Landlord (except Landlord's work required under
Section 15(b), which is NOT a condition to commencement of the Term of this
Lease or payment of rental hereunder, and future ongoing repair obligations of
Landlord under Section 15 hereof). Tenant accepts the Premises and any rights it
receives hereunder in or to the use of any part of the Facility "AS-IS," "WITH
ALL FAULTS" and without representation or warranty of any nature or kind from
Landlord. The square foot area of the Premises is not guaranteed or warranted by
Landlord.

     7. TAXES. Each tax year during the Term of this Lease, Tenant shall pay to
Landlord, as Additional Rent in accordance with Section 3(c) hereof, Tenant's
Proportionate Share of all Taxes for that year as defined in the Glossary. Any
Taxes for a fractional year shall be prorated. Tenant shall pay all property,
excise or other taxes on Tenant's inventory, furnishings, equipment or fixtures
at the Premises prior to delinquency. If any such property of Tenant is ever
assessed to Landlord as part of the assessment of Taxes relating to the Facility
or Premises, Tenant shall cooperate with Landlord to promptly separate such tax
assessments that should be made directly to Tenant on its property, but until
such separation is effectuated Tenant will pay Landlord the amount of taxes
assessed against such items as additional Taxes hereunder.

     8. UTILITIES.

          (a) Utility Connections; Sub-metering; Service Capacities. Landlord
agrees to provide water and sewer, electricity, and telephone service
connections (but not telephone systems or equipment, which Tenant shall provide
at its own sole cost) to the Premises, which shall hereafter be maintained by
Tenant. Electricity connection will be in the capacity currently existing to
Tenant's meter with the electricity supplier, Landlord and Tenant acknowledging
that the Warehouse/Manufacturing Portion of the Premises is presently separately
and directly metered for direct connection in Tenant's name and neither Landlord
nor Tenant shall change such direct connection arrangement without the other's
prior written consent. Water and sewer connection will be provided through a
common service connection of Landlord with the relevant utility supplier, and
Tenant shall be entitled to use up to its Proportionate Share of the water and
sewer capacity allocated to the Facility as a whole, unless Landlord adds
additional water and sewer capacity at its (or another tenant's) sole cost after
the Commencement Date for the purpose of allocating such added water and sewer
capacity to another tenant or tenants of the Facility, in which event Tenant's
Proportionate Share will continue to be its Proportionate Share of the capacity
existing as of the Commencement Date. Tenant shall pay for all water, gas, heat,
light, power, telephone, sewer, sprinkler charges and other utilities and
services used on or at the Premises, and the maintenance charges for utilities,
and shall furnish all electric light bulbs and tubes for the interior of the
Premises (and the interior of any other areas of the Primary Building that
Tenant may have any right to use hereunder whether periodically or temporarily),
as well as all lighting attached to the exterior of the Premises, and as to any
commonly metered utilities such as water and sewer will pay its pro rata share
based on usage as reasonably determined by Landlord. Landlord shall have the
right (but not the obligation) to cause any of said utility services to be
separately metered to Tenant or sub-metered, at Landlord's expense, and any such
utilities so directly metered will be connected in Tenant's name and billed
directly to Tenant by the utility supplier (and paid by Tenant directly to the
utility supplier) or, if sub-


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<PAGE>

metered, such sub-meter will be used to determine Tenant's pro rata share of
such utility cost. Until such time as Tenant is no longer the sole occupant of
the Facility, Tenant will pay 100% of the usage charges for water and sewer
usage for the entire Facility and no part of the water and sewer charges will be
allocated as CAM Costs. If Landlord elects to sub-meter rather than separately
meter certain utilities, such utility sub-meter will simply be the basis for
Landlord's allocation of a "pro rata share" of such utility costs to Tenant as
Additional Rent hereunder. All telephone service for Tenant shall be connected
at Tenant's cost and in a manner such that Tenant shall be separately and
directly billed therefor. Tenant shall pay its pro rata share, as determined by
Landlord in its good faith judgment (or by sub-meter, if installed by either
party), of all charges for jointly metered utilities. The provisions of this
Section 8(a) are subject to any other provision of this Lease requiring Tenant
to pay utility usage in other portions of the Primary Building during certain
times when Tenant is entitled to use of portions thereof and they are not
required to be separately metered. Subject to Landlord's reasonable approval as
to type and reliability of the sub-meter for purposes of measuring usage,
location of the improvement and time and method of construction, Tenant shall be
entitled at any time, at Tenant's sole cost and expense, to install a sub-meter
for the water and sewer usage of Tenant from which Tenant's pro rata share of
water and sewer usage charges will be determined for purposes of this Lease.
Tenant shall be entitled to connect its fire sprinkler system to the Facility
water supply.

          (b) Interruption of Utility Service. Landlord shall not be liable for
any interruption or failure of any such utility service on or serving the
Premises unless the same is caused by the gross negligence of Landlord, or if
caused by Landlord's disruption of the utility service facilities through
Landlord's negligence and Landlord fails to restore or replace such facilities
within two (2) business days after receipt of notice from Tenant of the
occurrence of the disruption.

     9. INSURANCE PREMIUMS.

          (a) Landlord's Insurance. Tenant shall pay to Landlord, as Additional
Rent in accordance with Section 3(c) hereof, its Proportionate Share of all
insurance premiums for the insurance policies and coverages required pursuant to
Section 14(a) hereof (the "INSURANCE PREMIUMS"). If any such insurance of
Landlord is of a blanket nature covering multiple projects including the
Facility, then Landlord shall prorate the cost of such blanket policy so that
the Facility is only charged its pro rata share of such cost based on the
rentable square footage of the Facility in relation to the aggregate square
footage of all the properties covered by such blanket policy, unless the policy
actually breaks down the aggregate policy premium by property, in which event
only the actual premium payable for the Facility will be used for purposes of
determining Landlord's Insurance Premiums for the Facility as herein defined.

          (b) Tenant's Insurance. Tenant shall pay all insurance premiums for
the insurance policies and coverages required pursuant to Section 14(b) hereof.
If Tenant should fail to obtain or maintain such coverages at any time during
the Term of this Lease, Landlord may, but shall not be obligated to, obtain such
insurance policies and coverages at Tenant's expense, but providing coverage for
Landlord only, and charge the cost thereof to Tenant as Additional Rent under
this Lease, due from Tenant to Landlord on demand.

     10. COMMON AREA MAINTENANCE COSTS. Tenant agrees to pay to Landlord, as
Additional Rent in accordance with Section 3(c) hereof, Tenant's Proportionate
Share of any CAM Costs (as defined in the Glossary) incurred by Landlord. The
initial monthly payments by Tenant for the CAM Costs in this paragraph (as
indicated in Section 1.M.) are based upon the estimated amounts due for each
item for the year in question, and shall be increased or decreased periodically
to reflect the projected actual cost of all such CAM Costs as estimated from
time to time by Landlord.

     11. SECURITY DEPOSIT. On the Effective Date, Tenant shall deposit with
Landlord, as a Security Deposit (herein so called), an Acceptable Security
Deposit Letter of Credit (as hereinbelow defined) in the face amount of the
Security Deposit specified in the Basic Lease Terms (the "SECURITY DEPOSIT
LETTER OF CREDIT"). Such Security Deposit Letter of Credit shall be held by
Landlord for the Term of this Lease to secure Tenant's performance of and
liabilities under this Lease. The following terms and conditions govern the
nature, deposit, drawing from and application of the Security Deposit Letter of
Credit:

           (a) The Security Deposit Letter of Credit shall be maintained in full
force and effect in accordance with its terms until Landlord is obligated to
release the same back to Tenant under the provisions hereof.

          (b) The Security Deposit Letter of Credit, in order to be acceptable
to Landlord and to satisfy the requirements of the posting thereof by Tenant
with Landlord hereunder, must be an "ACCEPTABLE SECURITY DEPOSIT LETTER OF
CREDIT" in order to be accepted by Landlord for purposes of satisfying Tenant's
obligations under this Section, being a letter of credit that complies with and
conforms to the following conditions and requirements: (i) it must be in the
face amount of $500,000.00; (ii) it must be an unconditional and irrevocable
letter of credit; (iii) it must be issued in the name of Landlord as
Beneficiary; (iv) it must be issued by


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(and at all times be drawable on) US Bank, N.A. or, at Tenant's option, a U.S.
national bank having offices in Harris County, Texas, and having deposits in
excess of one billion dollars; (v) it must have an initial term commencing on a
date no earlier than ten (10) days prior to the Effective Date of this Lease and
no later than the Effective Date, and ending no earlier than the first
anniversary of the Effective Date; (vi) it must renew automatically throughout
the Term of this Lease on continuous (evergreen) one year intervals and provide
by its terms that it automatically so renews unless notice of cancellation is
given to Landlord by the issuer by certified mail, return receipt requested, at
least sixty (60) days prior to the stated expiry date, Tenant hereby agreeing to
prevent any such notice of non-renewal from being given by the issuer of the
Security Deposit Letter of Credit; (vii) it must at all times be drawable by
Landlord at a banking office of the issuer located in Harris County, Texas;
(viii) it must be drawable by Landlord on presentation of a sight draft only,
and must allow partial draws by Landlord at its discretion, (ix) it must
specifically provide that it may be transferred by Landlord to any subsequent
owner of the Premises (including a purchaser at foreclosure) by written notice
by the transferring Landlord/beneficiary to the issuer, at which time the issuer
of the letter of credit must be obligated to issue a new letter of credit on the
identical terms to the transferee (naming the transferee as beneficiary) upon
written request by such transferee and surrender of the previously issued letter
of credit, without any fee, charge or condition; and (x) it must otherwise be in
form and substance acceptable to Landlord in its commercially reasonable
discretion, provided that the terms of any previously provided Security Deposit
Letter of Credit hereunder (in the event of a tendered replacement, etc.) will
be deemed acceptable to Landlord and also will be deemed commercially reasonable
requirements on the part of Landlord for purposes of any proposed replacement
thereof. Subject to the foregoing, Tenant may from time to time (no more often
than once each Lease Year) request and require that Landlord accept a
replacement of the Security Deposit Letter of Credit by another issuer that
meets the above criteria.

          (c) If an Event of Default occurs, the Security Deposit Letter of
Credit may at Landlord's option be drawn down and applied to Tenant's unpaid,
defaulted obligations, or to pay any costs incurred by Landlord in performing
Tenant's obligations (including, without limitation, payment of rental
deficiencies if Landlord repossesses the Premises without terminating the Lease
and does not elect a lump sum recovery), or to reimburse Landlord for any
damages suffered by Landlord as a result of any Event of Default by Tenant, and
Landlord may draft on the Security Deposit Letter of Credit in the amount of
such rent, payment, cost or damage, but such payment of Tenant's obligations
from the Security Deposit Letter of Credit shall not be deemed to have cured any
Tenant Event of Default under this Lease unless and until (A) all of the
following occur (i) Landlord has fully drawn Security Deposit Letter of Credit
funds that cover Tenant's defaulted obligations pertaining to all then existing
Events of Default and (if not purely Events of Default in payment of Rent,
including late charges and interest) all damages and costs of Landlord resulting
therefrom, (ii) Landlord makes written demand to Tenant for replenishment of the
Security Deposit Letter of Credit to its then required minimum amount as per
paragraph (d), below, and (iii) Tenant timely tenders the required replenishment
under paragraph (d) hereof in the form of a replacement for or amendment of the
Security Deposit Letter of Credit complying with the requirements hereof in the
replenished (increased) amount ("SD/LOC REPLENISHMENT DOCUMENTS"), or (B) both
of the following occur: (i) Tenant tenders SD/LOC Replenishment Documents and
simultaneously provides Landlord a written notice that it is tendering the
SD/LOC Replenishment Documents for a draw made by Landlord with the intent to
cure all Events of Default then existing, as specified in detail in such notice,
whether or not the same are timely or been demanded by Landlord under paragraph
(d), and (ii) Landlord fails to reject such SD/LOC Replenishment Documents in
written notice to Tenant within ten (10) business days after receipt of such
Tenant notice and SD/LOC Replenishment Documents (such deemed acceptance by
Landlord does not prevent Landlord from making further draws on the Security
Deposit Letter of Credit if it incurred other costs not then drawn or it later
discovers or incurs other damage, loss or cost from such Event of Default).
Notwithstanding the foregoing, however, no such Security Deposit Letter of
Credit draw by Landlord and subsequent replenishment by Tenant (or any other act
by Tenant) shall be deemed to have cured any Event of Default if Landlord has
terminated this Lease or permanently repossessed the Premises (or exercised its
rights to permanently repossess the Premises, whether or not it yet has achieved
physical possession thereof) prior to Tenant's tendering of SD/LOC Replenishment
Documents and applicable notice as contemplated in clauses (A) or (B), above.
Notwithstanding the foregoing, however, Landlord shall never be liable to Tenant
(in damages or otherwise) for applying or drawing from any Security Deposit or
Security Deposit Letter of Credit any damage claim of Landlord arising from an
Event of Default by Tenant under this Lease (nor for any amount of rent, payment
or cost reimbursement calculated by Landlord in good faith) notwithstanding that
a court may later determine that the amount of damages (or rent, payment or cost
reimbursement) claimed by Landlord was incorrectly determined by Landlord.

          (d) If the Security Deposit Letter of Credit is drawn against in whole
or in part, Tenant shall restore the drawable amount of the Security Deposit
Letter of Credit held by Landlord to its required minimum amount (i.e.,
$500,000.00), immediately upon (but in no event later than five (5) business
days after) written demand by Landlord; provided, however, that Landlord shall
never be obligated to hold more than one Security Deposit Letter of Credit to
cover the $500,000.00 Security Deposit Letter of Credit requirement herein and
in no event shall Tenant be able to cure any Event of Default by restoration of
the Security Deposit Letter of Credit to the appropriate amount(s) after the
date that Landlord elects to terminate this Lease pursuant to Section 25(a)(i)
hereof or permanently repossess the Premises pursuant to Section 25(a)(ii)
hereof. The Security Deposit Letter of Credit (or


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an accounting thereof) shall be returned to Tenant for cancellation within
thirty (30) days after expiration or termination of this Lease and surrender of
the Premises by Tenant, less lawful deductions for damages and other sums due
under this Lease.

          (e) Should any Security Deposit Letter of Credit held by Landlord
hereunder ever come within forty-five (45) days of expiration (without a
substitute Security Deposit Letter of Credit having been delivered to and
accepted by Landlord prior to such time), such occurrence shall constitute an
immediate and automatic Event of Default and Landlord shall be entitled at any
time and from time to time thereafter to draw on such Security Deposit Letter of
Credit then held by it hereunder, in full or in part (at Landlord's election),
and apply the same as provided hereunder; provided, however, that it shall not
be an Event of Default by Tenant to allow notice of non-renewal to be given by
the issuer such that the Security Deposit Letter of Credit expires no earlier
than thirty (30) days after the last day of the Term of this Lease unless there
is then an Event of Default existing under this Lease, in which event Tenant
shall not permit such notice of non-renewal to be given until such Event of
Default is fully cured or Landlord has been fully compensated for all damages,
loss, cost and liability arising from such Tenant Event of Default. Under no
circumstances shall Tenant be entitled to require that Landlord accept a cash
Security Deposit in lieu of the Security Deposit Letter of Credit.

          (f) Expiration of the Security Deposit Letter of Credit without the
amount thereof being drawn by Landlord (or otherwise being deposited by Tenant
with Landlord in cash), regardless of whether Landlord could have timely drawn
down the amount of the Security Deposit Letter of Credit thereunder, shall not
excuse Tenant from the obligation to maintain the Security Deposit Letter of
Credit on deposit with Landlord at all times as required by this Section 11, and
shall constitute an immediate "Event of Default" by Tenant under this Lease
should such situation occur. All Security Deposit hereunder, in whatever form,
shall be held by Landlord without obligation to pay or account for interest
thereon, and no proceeds from any draw by Landlord on the Security Deposit
Letter of Credit shall ever be required to be segregated in any way from
Landlord's other funds.

Within thirty (30) days after expiration or earlier termination of this Lease or
the deadline imposed by any statute of mandatory applicability to this Lease,
whichever is sooner, Landlord will account in writing to Tenant (at its last
known address in the records of Landlord) for any deductions from the Security
Deposit Letter of Credit as permitted by this Lease and return the Security
Deposit Letter of Credit to Tenant with any unused, unapplied residue thereof
intact, if any. The provisions of this Section 11 survive any early termination
of this Lease (including for Tenant Event of Default), and Landlord shall be
entitled to hold, draw from and apply monies from the Security Deposit Letter of
Credit hereunder for as long as Landlord is due monies from Tenant hereunder, or
is continuing to incur damages, rent deficiencies or other obligations accruing
from Tenant under or on account of this Lease or Tenant's Event(s) of Default
hereunder. Tenant shall not ever be entitled to require that Landlord pay rental
due under this Lease from the Security Deposit Letter of Credit.

     11A. SUPPLEMENTAL LOC; LIMITED TENANT OFFSET RIGHTS. Tenant agrees in
addition to all other obligations, deposits and requirements of this Lease to
provide Landlord with and maintain throughout the Term hereof (subject to the
reduction clauses therein) a Supplemental LOC in compliance with EXHIBIT "G",
attached hereto and incorporated herein by this reference, and to otherwise
fully comply with and perform the provisions set forth in EXHIBIT "G", and the
parties agree that Tenant shall have the limited offset rights specifically set
forth in said EXHIBIT "G".

     12. PAYMENT OF RENT; LATE PAYMENT. All sums payable by Tenant to Landlord
pursuant to this Lease are deemed "RENTAL," whether or not specifically
denominated as rent in any other provision of this Lease. Monthly Base Rental
due hereunder shall be paid to Landlord at its address for payment designated
from time to time, monthly in advance as the same shall become due, without
demand, offset or deduction except as expressly provided in this Lease. If
monthly Base Rental or any other sum of rent due by Tenant to Landlord under
this Lease is received by Landlord later than five (5) business days after such
payment is due, Tenant shall automatically and without notice or demand be
liable to pay and shall immediately owe to Landlord a late charge equal to five
percent (5%) of the delinquent payment, in addition to any other applicable
charges hereunder.

     13. HOLDOVER.

          (a) Permissive Holding Over. Any holding over in possession of all or
part of the Premises by Tenant with the written consent of Landlord (and without
such writing specifying contrary terms), after the natural expiration of the
Term of this Lease, shall thereafter constitute this Lease a tenancy from
month-to-month, under the terms and provisions of this Lease (other than (i)
those describing the initial term, and (ii) any provision for Lease renewal or
an option to purchase the Premises), at the rate agreed to by Landlord and
Tenant in writing or, in the absence of such agreement, at a monthly Base Rental
of 140% of the monthly Base Rental in effect for the month preceding such
holdover (ignoring any rent abatement provisions, if any, applicable thereto),
as then adjusted by the terms of this Lease or any amendment hereto. Tenant
shall also pay all Additional Rent due under this Lease for such period. If
Tenant holds over otherwise intending to be in a month to month holdover
pursuant to this paragraph (a) but does not ensure before the commencement of
each holdover month that the Security Deposit Letter of Credit under Section 11
hereof extends at


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least thirty (30) days beyond the expiration of the then coming holdover month,
then Tenant shall not be deemed in permissive holdover but instead shall be in a
condition of impermissible holdover under Section 13(b) hereof.

          (b) Other Holding Over. In the event of holding over in possession of
all or part of the Premises by Tenant without the written consent of Landlord,
after the expiration or other termination of this Lease and without execution of
a new Lease, Tenant shall, throughout the entire holdover period, be liable for
and pay monthly Base Rental equal to the Applicable Holdover Multiplier times
the monthly Base Rental in effect for the month preceding such holdover
(ignoring any rent abatement provisions, if any, applicable thereto), as then
adjusted by the terms of this Lease or any amendment hereto, plus all Additional
Rent which would have been applicable had the Term of this Lease continued
through the period of such holding over by Tenant, which holdover rents are
assessable on a pro-rated, per diem basis during the period of impermissible
holdover. No holding over by Tenant after the expiration of the Term of this
Lease shall be construed to extend the Term of this Lease except with Landlord's
prior written consent as a deemed month-to-month tenancy pursuant to Section
13(a). In the event of any unauthorized holding over by Tenant, Tenant shall
indemnify, defend and hold harmless Landlord from and against all claims for
damages by any other tenant or prospective tenant to whom Landlord may have
leased all or any part of the Premises effective before or after the expiration
of the Term of this Lease, resulting from delay by Tenant in delivering
possession of all or any part of the Premises to Landlord. Any holding over
without Landlord's prior written consent shall constitute Tenant a
tenant-at-sufferance of Landlord, subject to immediate eviction, and the same
shall be deemed an immediate Event of Default.

          (c) Failure to Vacate Constitutes Holding Over. For purposes hereof,
"holding over" by Tenant includes failure by Tenant to remove any improvements
or alterations it is required to remove from the Premises by the terms hereof,
or failure to remove from the Premises its trade fixtures, movable equipment or
other personal property, whether or not actively conducting business thereon,
and includes holding over by any subtenant, whether or not such sublease was in
violation of this Lease and void.

     14. INSURANCE.

          (a) Landlord's Insurance. Landlord shall maintain insurance covering
the insurable portions of the Buildings in an amount not less than eighty
percent (80%) of the estimated "replacement cost" thereof (with replacement cost
endorsement) insuring against the perils of Fire, Lightning, Extended Coverage,
Vandalism, and Malicious Mischief, or such greater coverage as Landlord may
elect or its mortgage lender may require. Landlord's insurance shall not be
required to cover any glass, exterior office front or entrances, or related
framing, sealants and glazing), any improvements or alterations installed by or
at the expense of Tenant (or any other occupant), or any fixtures, equipment,
furnishings, or other contents of the Premises. As its mortgage lender may
require or as Landlord may deem prudent or necessary, Landlord may also elect to
carry rent loss, general liability, automobile liability, flood, environmental
or other insurance coverages as it may elect. All proceeds of Landlord's
insurance coverages shall be the sole property and for the sole benefit of
Landlord, and/or its mortgage lender, except that Tenant's recourse to any
liability coverage is not precluded unless the effect of any other clause of
this Lease results in Tenant waiving its claims against Landlord that would
otherwise be payable from such liability policy. Landlord will not carry a
deductible exceeding 1% of the insurable value of the Buildings without the
prior written consent of Tenant, and during any time that Tenant is the sole
occupant of the Facility and specifies the same in written notice to Landlord or
the majority of tenants of the Facility (by rentable square footage) agree in
writing, Landlord will maintain a lesser deductible than it has elected to carry
within the above maximum, but Landlord will never be required to carry less than
$50,000.00 as its deductible when more than 10% of the Facility is not leased to
third parties unless otherwise agreed by Landlord and Landlord will never be
required to carry a deductible greater than $25,000.00) (as applicable, the
"PERMITTED DEDUCTIBLE").

          (b) Tenant's Insurance. Tenant shall maintain insurance as required by
the terms of EXHIBIT "C" attached hereto and incorporated herein by this
reference.

     15. LANDLORD'S REPAIRS; OTHER WORK.

          (a) Repairs of Structural Items. As its sole repair and maintenance
obligations under this Lease, Landlord shall make necessary repairs to keep in
good repair and serviceable condition the structural elements of the roof,
foundation, gutters and downspouts, and exterior walls of the Premises (except
glass and related framing, glazing and sealants, office front, entrances,
roll-up doors or overhead dock doors [or related equipment], dock bumpers and
any lighting attached to the exterior of the Premises), excluding damage or
injury caused by negligent or intentional wrongdoing or breach of this Lease by
Tenant, its employees, servants, agents, contractors, customers, visitors or
invitees, or misuse, abuse or improper operation of the Premises. Tenant agrees
to give Landlord prompt written notice of latent defects (or suspected latent
defects) and need for repairs of the structural roof elements, foundation or
exterior walls promptly upon becoming aware or suspecting the existence thereof
(in any event no later than three (3)


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days thereafter). Tenant's failure to timely notify Landlord shall not release
Landlord from responsibility for the repair, but Tenant will be responsible for
any additional damage, aggravated conditions or increased work resulting from
excessive delay by Tenant in notification. Landlord shall not be in default of
this Lease or otherwise liable in any way to Tenant or any third party by reason
of the foregoing structural elements of the Facility being or becoming out of
repair until it has been notified in writing by Tenant of the specific item
required to be repaired by Landlord and Landlord has had reasonable opportunity
to repair the same. Notwithstanding the foregoing, Landlord shall not be
responsible under any circumstances for repairing or replacing any portion of
the Facility to the extent the defective condition thereof was warranted or
represented against by Tenant or any affiliate of Tenant in connection with
Landlord's purchase of the Premises (and/or Facility) from Tenant or such
affiliate (but this limitation on Landlord's responsibility does not extend to
repair or replacement of facilities due to normal wear and tear).

          (b) Construction of Certain Demising Improvements. Landlord shall be
responsible for the cost and performance of such work as is necessary to fully
separate the Warehouse/Manufacturing Portion of the Premises from other space
within the Primary Building, including closing off any doors or other open areas
in the present demising wall separating the Warehouse/Manufacturing Portion of
the Premises from the rest of the Primary Building. Tenant acknowledges that
causing such partitioning will require that Tenant's personnel go outside the
Primary Building to traverse from other portions of the Primary Building that
Tenant has rights from time to time hereunder to occupy. Such Landlord work
shall be conducted in compliance with requirements of applicable fire codes,
access laws and health and safety codes; provided, however, that Tenant agrees,
at its cost, to make any changes as may be necessary in the interior of its
Premises to allow such full demising of the Warehouse/Manufacturing Portion of
the Premises from all other tenant space in the Primary Building, and to obtain
a separate certificate of occupancy for the Warehouse/Manufacturing Portion of
the Premises. Landlord shall cause such demising wall completion to be carried
out promptly following the Effective Date. Landlord shall use reasonable
measures to minimize disruption of Tenant's use of the Warehouse/Manufacturing
Portion of the Premises during such construction, but shall not be liable to
Tenant for the reasonable and necessary construction disruption attendant to
such work.

          (c) Certain Landlord Reserved Rights. Landlord reserves the right,
from time to time during the Term, to add to the Buildings on the Land, and to
modify and relocate Common Areas, including providing garage parking in lieu of
surface parking; provided, however, that Landlord agrees not to provide
replacement for Designated Tenant Parking Areas unless within the same area as
the Designated Tenant Parking Areas, or a reasonably equivalent area in terms of
distance from the Premises and Landlord will bear the cost of relocating and/or
replacing Tenant exclusive parking or towing signage as needed in connection
with any such relocation of Facility parking areas.

     16. TENANT MAINTENANCE AND REPAIR.

          (a) Tenant's Repairs Generally. Tenant shall, at its expense, at all
times maintain and repair, and keep in good repair and good operating condition
and in a clean, safe and sanitary condition, the entire interior Premises (i.e.,
the area and facilities within the exterior surfaces of exterior walls, demising
walls and roof), including, without limitation, plate glass (and related
framing, glazing and sealants), store front and entrances, plumbing, closets,
pipes, fixtures, electrical and lighting equipment (including replacement of
bulbs and ballasts), all private utility lines and facilities (including
underground facilities such as lift stations, etc.), fire sprinklering systems,
and air conditioning or other equipment, if any, excepting only repair of
structural elements required of Landlord under Section 15. Tenant shall take
good care of the Premises and its fixtures and suffer no waste other than
reasonable (non-negligent) wear and tear. Tenant shall be responsible for
keeping the roof, gutters and downspouts open and free of all debris and other
obstructions. Tenant shall be responsible for maintenance and repair of all
equipment and machinery incorporated into the Premises, including cranes,
whatever the cause thereof, and Landlord conveys and assigns to Tenant co-equal
rights with Landlord during the period while this Lease is in force to directly
enforce all manufacturers' and installers' warranties, if any, with respect to
such equipment and machinery, to the extent permitted by the terms thereof
(without warranty by or recourse to Landlord on account thereof).

          (b) Tenant's Maintenance Contracts. At Tenant's expense, Tenant shall
enter into a maintenance agreement for the HVAC systems serving the Premises,
with a licensed HVAC service company reasonably approved by Landlord, for the
complete Term of this Lease, and if the Premises is served by overhead crane(s),
private utility systems, and/or fire alarm or fire control or protection
systems, whether installed by Landlord or Tenant, also a maintenance agreement
with a service contractor acceptable to Landlord for the standard manufacturer
suggested maintenance and repair of such systems during the entire Term of this
Lease. Tenant will obtain and promptly provide to Landlord copies of the
above-referenced maintenance contracts and an annual certificate of inspection
with respect to any fire alarm or fire control/suppression system installed in
the Premises. Within five (5) business days after Landlord's request, Tenant
will provide evidence of the actual occurrence of maintenance of such systems by
such contractors, in terms of certificates from the vendor showing dates of
visits, services performed and work deferred or pending.


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     17. EQUIPMENT OPERATION. Tenant shall be responsible and liable for the
safe and proper operation of any and all equipment within or comprising a part
of the Premises, and shall be responsible for any training necessary for said
safe and proper operation of equipment which shall include, but not be limited
to, any conveyance devices such as top running electric cranes, hoists, jib
cranes, forklifts, or heaters (if any). Any liabilities resulting from the
operation of said equipment shall be the sole responsibility of Tenant.

     18. ALTERATIONS AND IMPROVEMENTS BY TENANT.

          (a) Tenant Office Improvements. Landlord agrees that Tenant shall be
permitted to finish out a portion of the Warehouse/Manufacturing Portion of the
Premises for office use (the "TENANT OFFICE IMPROVEMENTS"), including adding
interior walls and a separate exterior entrance to such converted office area.
The Tenant Office Improvements shall be constructed at Tenant's sole cost and
expense, including the costs of any building permits and other regulatory
approvals. Tenant's architect shall submit complete, permittable construction
drawings, plans and specifications for the Tenant Office Improvements to
Landlord for Landlord's written approval, and Landlord shall either approve or
disapprove with comments such plans within fifteen (15) days following receipt
thereof. Landlord's failure to so timely respond shall be deemed to be
Landlord's approval of the plans and specifications. Landlord shall not
unreasonably withhold or condition Landlord's approval of the plans and
specifications, but may condition its approval on Tenant's agreement to restore
all or a portion of such converted area to its original condition prior to the
expiration of the Term. Landlord's approval of any Tenant plans and
specifications (including under clause (b) hereof) will be for the sole benefit
of Landlord, is not for the benefit of or reliance by Tenant or any third party,
and does not render Landlord liable or responsible for any defect or deficiency
therein. If Landlord disapproves the plans and specifications, Landlord shall
state specific reasons for such disapproval. Upon revision, the plans and
specifications shall again be submitted to Landlord for written approval, and
the time period and procedure provided above shall again apply to such
resubmission. Tenant shall cause the Tenant Office Improvements to be
constructed in accordance with the approved plans and specifications and in a
lien-free manner (and otherwise in accordance with the requirements of Section
18(b) hereof). Landlord shall be permitted to inspect the construction from time
to time upon reasonable advance notice to Tenant, and either Tenant or Tenant's
architect shall be permitted to accompany Landlord during such inspection.
Landlord is not liable to Tenant in damages over any dispute relating whether
Landlord's approval of plans and specifications is unreasonably withheld, it
being agreed that Tenant's sole remedy therefor is to obtain injunctive or
declaratory relief requiring Landlord's approval if it has been unreasonably
withheld, and to obtain recovery of Tenant's costs of court and reasonable
attorneys' fees in obtaining such relief. Any changes or additions to Common
Area required by any applicable law, including (without limitation) handicapped
access laws, by reason of Tenant's construction or installation of the Tenant
Office Improvements, if any, shall be included in the plans and specifications
for the Tenant Office Improvements and shall be simultaneously constructed and
installed by Tenant at its sole cost and expense.

          (b) Alterations and Improvements by Tenant Generally. All alterations,
additions and improvements installed at the expense or direction of Tenant,
except trade fixtures and unattached equipment and personalty and the Tenant
Office Improvements, shall become the property of Landlord and shall remain upon
and be surrendered with the Premises as part thereof on the termination of this
Lease unless Landlord has conditioned its approval of such installation on
Tenant's agreement to remove the same and restore the affected area to its
condition on the Commencement Date (or some other agreed condition) before or by
the end of the Term. All alterations, improvements, additions and repairs made
by Tenant to the Premises shall be made in a good and workmanlike manner, shall
be performed only with proper permits, and otherwise shall be in compliance with
all applicable laws, ordinances, regulations and deed restrictions. Tenant shall
not make any improvements or alterations in or to the Premises without the prior
written consent of Landlord. If consent is granted to make improvements or
alterations, such improvements and alterations shall not commence until Tenant
has furnished to Landlord plans and specifications for the proposed improvements
or alterations, and a certificate of an insurance company showing liability,
auto, worker's compensation/employer's liability and property coverage in an
amount, type and manner satisfactory to Landlord and protecting Landlord (as an
additional insured) from liability for injury to any person and damage to any
property, on or off the Premises, in connection with the making of such
improvements or alterations. Tenant's obligation to rectify any poor
construction or non-compliance with legal requirements relating to its
improvements, alterations, additions and repairs shall survive expiration or
termination of this Lease for any reason.

     19. SURRENDER; CONDITION OF PREMISES. At the expiration or earlier
termination of this Lease, Tenant shall deliver the Premises to Landlord in good
order, repair and condition (including all Landlord approved alterations,
additions or installations by Tenant not expressly required to be removed as
herein provided at the option of Landlord), excepting only (i) normal wear and
tear that is not a usual maintenance or repair item for which Tenant is
obligated, (ii) repairs that Landlord is obligated to perform under the terms of
this Lease, and (iii) damage by fire or other insured casualty if required to be
insured by Landlord hereunder, subject to Tenant's continuing liability (which
is hereby agreed to survive expiration or termination of this Lease for any


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reason) to pay its Proportionate Share of any Permitted Deductible and any loss
or damage for which Landlord's claims are not waived under Section 34(b) hereof.
Notwithstanding the foregoing, however, Tenant shall not be required to remove
the Tenant Office Improvements unless required to do so under the conditions
stated in Section 18(b). Any damage caused by the installation or removal of
furnishings, inventory, equipment, trade fixtures, or air conditioning and/or
heating equipment owned by Tenant shall be repaired at Tenant's expense prior to
the expiration of the Term of this Lease, or Landlord may do so and Tenant shall
reimburse Landlord the cost thereof, plus an overhead charge to Landlord equal
to five percent (5%) of such costs, on demand, which foregoing provisions
survive expiration or early termination hereof. At least thirty (30) days prior
to expiration of the Term of this Lease but no sooner than forty-five (45) days
prior to such Term expiration (or within fifteen days after any earlier
termination of this Lease), Tenant shall obtain and deliver to Landlord the
Initial Required Environmental Report from an Approved Environmental Inspector,
as such terms are defined in the Glossary. If the Initial Required Environmental
Report recommends additional investigative work to verify that there are no
recognized environmental conditions on the Premises, then Tenant shall cause
such additional investigative work to be performed and the Expanded
Environmental Report to be delivered to Landlord within thirty (30) days of the
Initial Required Environmental Report. If Tenant fails to obtain either or both
such reports, then Landlord may do so at Tenant's expense plus a five percent
(5%) administrative charge to Landlord on the cost thereof. Such sums may be
recovered by suit, or from any residual of the Security Deposit (if any) that
has not been used for other Tenant obligations and liabilities hereunder.

     20. INDEMNITY.

          (a) Claims or Losses Arising Inside the Premises. Tenant hereby agrees
to indemnify, defend and hold harmless Landlord, its agents, employees,
officers, directors, shareholders, beneficiaries, representatives, Mortgagees,
affiliates and related parties, from and against any and all Claims and Losses
suffered or incurred by Landlord or any such indemnified party, or asserted or
claimed against Landlord or any such indemnified party arising in or upon the
Premises. THE FOREGOING INDEMNITY SHALL APPLY WHETHER OR NOT SUCH CLAIM OR LOSS
IS BASED OR ALLEGED TO BE BASED ON A NEGLIGENT ACT OR OMISSION (INCLUDING,
WITHOUT LIMITATION, FAILURE OR REFUSAL TO ENFORCE OR MONITOR TENANT'S COMPLIANCE
WITH ANY TERM OF THIS LEASE) BY LANDLORD OR ANY OF THE PARTIES INDEMNIFIED
HEREUNDER. Notwithstanding the foregoing, however, that it is agreed that (A) as
to Landlord, this indemnity shall not apply to Claims or Losses arising solely
from (i) the active negligence (as opposed to alleged negligence by omission or
inaction) of any agent, employee or representative of Landlord while physically
on the Premises acting in the course and scope of his or her agency or
employment, or (ii) Landlord's negligent failure to make repairs that are
Landlord's responsibility pursuant to Section 15 hereof, following receipt of
notice from Tenant identifying such repairs, and (B) as to any other indemnified
party, Tenant's indemnity of that party shall not apply to that party's own
affirmative acts of negligence or intentional misconduct while such party is
physically on the Premises. Notwithstanding anything to the contrary or apparent
contrary elsewhere herein, Tenant's indemnity in this Section shall, as to
events or occurrences prior to the later of termination of this Lease or
Tenant's vacating of the Premises, survive expiration or termination of this
Lease for any reason.

          (b) Certain Other Claims and Losses. Tenant hereby further agrees to
indemnify, defend and hold harmless Landlord, its agents, employees, officers,
directors, shareholders, beneficiaries, representatives, Mortgagees, affiliates
and related parties, from and against any and all Claims and Losses suffered or
incurred by Landlord or any such indemnified party, or asserted or claimed
against Landlord or any such indemnified party, to the extent arising in whole
or in part from the negligence or willful misconduct, or breach of this Lease,
by Tenant, its agents, employees, servants, contractors, suppliers, or
sub-occupants (whether or not such occupancy may be in violation of this Lease).

     21. CONDEMNATION/EMINENT DOMAIN TAKING. If the whole or substantially the
whole of the Premises or Facility should be taken for any public or quasi-public
use under any governmental law, ordinance, or regulation, or by right of eminent
domain, or should be sold to the condemning authority in lieu of condemnation
(such right of sale in lieu being herein expressly reserved by Landlord), then
Tenant's rights to occupy the Premises and to require Landlord's performance
hereunder shall terminate as of the date when physical possession of the
Premises is taken by the condemning authority, and Landlord will look solely to
the condemning authority for compensation for Tenant's remaining rent
obligations under this Lease for the term following the taking of physical
possession by the condemning authority. If less than the whole or substantially
the whole of the Facility or Premises is thus taken or sold, Landlord (whether
or not the Premises are affected thereby) may terminate Tenant's rights of
possession and to Landlord's further performance under this Lease by giving
written notice thereof to Tenant within sixty (60) days after the right of
election accrues, in which event the Lease rights of Tenant shall terminate as
of the date when physical possession of such portion of the Premises is taken by
the condemning authority and Landlord will look to the condemning authority for
Tenant's further rent payments due hereunder, after such taking date, to the
extent of the allowed condemnation award. If, upon any such taking or sale of
less than the whole or substantially the whole of the Facility, Landlord does
not elect to terminate Tenant's further rights under this Lease, then Tenant's
rights under this Lease shall not be thus terminated, the monthly Base Rental
payable under this


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Lease shall be diminished (without prejudice to Landlord's rights to claim the
lost value of this Lease for the balance of its Term as part of its condemnation
award) by an amount representing that part of the monthly Base Rental
attributable to the portion of the Premises which was so taken or sold, and
Landlord shall, at Landlord's sole expense, restore and reconstruct the
remainder of the Premises an architectural whole or, at its option, to as close
as possible to their former condition to the extent that the same, in Landlord's
judgment, may be feasible on the remaining Land (including expansion of the
footprint of the Premises outside its original footprint in order to reproduce
the Premises to closer to its original size). Tenant shall not be entitled to
any claim as a result of such condemnation relating to the taking of its
leasehold interest under this Lease (or any license it has hereunder in or to
any Common Areas), and hereby assigns over to Landlord any and all of Tenant's
claim therein or thereto; provided, however, that, to the extent such claim is
allowed by law and does not reduce the claim that Landlord would otherwise have
been entitled to make with respect to the Premises or Facility (in the absence
of Tenant's improvements), Tenant may make a separate claim against the
condemning authority for any taking of unsalvageable personal property and trade
fixtures installed in the Premises by Tenant at its cost, business interruption
costs (but NOT lost lease or lease replacement value), and moving expenses;
provided further, however, that if Tenant fa