OFFICE/WAREHOUSE LEASE

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                                                                    EXHIBIT 10.7

11/17/03
11/18/03
12/16/03
12/17/03
01/19/04
01/20/04
                             OFFICE/WAREHOUSE LEASE

     THIS INDENTURE of lease, dated this 30th day of January, 2004, by and
between OPUS NORTHWEST, L.L.C., a Delaware limited liability company, owner of
the Office/Warehouse Complex (as hereinafter defined), hereinafter referred to
as "Lessor," and CHIEF MANUFACTURING, INC., a Minnesota corporation, hereinafter
referred to as "Lessee."

                                   WITNESSETH:

     That Lessor, in consideration of the rents and covenants hereinafter set
forth, does hereby lease and let unto Lessee, and Lessee does hereby hire and
take from Lessor, that certain space shown and designated on the floor plan
attached hereto and made a part hereof as Exhibit A, located in the
Office/Warehouse Complex known and described as Eagle Creek Commerce Center West
located at 8401 Eagle Creek Parkway, Savage, Minnesota 55378. The area upon
which rental is calculated includes all areas within the outside edge of outside
walls and to the center of demising walls (or to demising lines if no demising
wall exists) common with other tenants or with vacant space and Lessee's
proportionate share of the common electrical and mechanical rooms in the
Office/Warehouse Complex. The aforesaid space leased and let unto Lessee is
hereinafter referred to as the "Premises"; and the land (including all easement
areas appurtenant thereto) upon which the building or buildings of which the
Premises are a part is hereinafter referred to as the "Property"; and the
Property and all buildings and improvements and personal property of Lessor used
in connection with the operation or maintenance thereof located therein and
thereon and the appurtenant parking facilities, if any, are hereinafter called
the "Office/Warehouse Complex."

     TO HAVE AND TO HOLD THE SAME PREMISES, without any liability or obligation
on the part of Lessor to make any alterations, improvements or repairs of any
kind on or about the Premises, except as expressly provided herein, for a term
of five (5) years, zero (0) months, commencing on the 1st day of May, 2004 and
ending on the 30th day of April, 2009, unless sooner terminated, in the manner
provided hereinafter, to be occupied and used by Lessee for office/warehouse
purposes and for no other purpose, subject to the covenants and agreements
hereinafter contained.

ARTICLE I. BASE RENT: In consideration of the leasing aforesaid, Lessee agrees
to pay to Lessor, at 10350 Bren Road West, Minnetonka, Minnesota 55343, or at
such other place as Lessor from time to time may designate in writing, an annual
rental of Six Hundred Fifteen Thousand Five Hundred Thirty-Seven and 00/100
Dollars ($615,537.00), sometimes hereinafter referred to as the "Base Rent,"
payable monthly, in advance, in equal installments of Fifty-One

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Thousand Two Hundred Ninety-Four and 75/100 Dollars ($51,294.75), commencing on
the first day of the term and continuing on the first day of each and every
month thereafter for the next succeeding months during the balance of the term.
If the term commences on a date other than the first day of a calendar month or
ends on a date other than the last day of a calendar month, monthly rent for the
first month of the term or the last month of the term, as the case may be, shall
be prorated based upon the ratio that the number of days in the term within such
month bears to the total number of days in such month.

ARTICLE II. ADDITIONAL RENT: In addition to the Base Rent payable by Lessee
under the provisions of Article I hereof, Lessee shall pay to Lessor "Additional
Rent" as hereinafter provided for in this Article II

     For purposes of this Article II, the parties hereto agree upon the
     following definitions:

A.    The term "Lease Year" shall mean each of those calendar years commencing
     with and including the year during which the term of this Lease commences,
     and ending with the calendar year during which the term of this Lease
     (including any extensions or renewals) terminates.

B.    The term "Real Estate Taxes" shall mean and include all personal property
     taxes of Lessor relating to Lessor's personal property located in the
     Office/Warehouse Complex and used or useful in connection with the
     operation and maintenance thereof, real estate taxes, and installments of
     special assessments, including interest thereon, relating to the Property
     and Office/Warehouse Complex, and all other governmental charges, general
     and special, ordinary and extraordinary, foreseen as well as unforeseen, of
     any kind and nature whatsoever, or other tax, however described, which is
     levied or assessed by the United States of America or the state in which
     the Office/Warehouse Complex is located or any political subdivision
     thereof, against Lessor or all or any part of the Office/Warehouse Complex
     as a result of Lessor's ownership of the Property or Office/Warehouse
     Complex, and payable during the respective Lease Year. It shall not include
     any net income tax, estate tax, or inheritance tax.

C.    The term "Excess Real Estate Taxes" for an applicable Lease Year shall mean
     the amount of Real Estate Taxes payable during such applicable Lease Year
     in excess of the sum of $-0-.

D.    The term "Operating Expenses" shall mean and include all expenses
     reasonably incurred with respect to the maintenance and operation of the
     Property and Office/Warehouse Complex as determined by Lessor's accountant
     in accordance with generally accepted accounting principles consistently
     followed, including, but not limited to, insurance premiums, maintenance
     and repair costs, steam, electricity, water, sewer, gas, and other utility
     charges, fuel, lighting, window washing, common area janitorial services,
     common area trash and rubbish removal, wages payable to employees of Lessor
     whose duties are connected with the operation and maintenance of the
      Property and Office/Warehouse Complex (but only for the portion of their
     time


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     allocable to work related to the Office/Warehouse Complex), amounts paid to
     contractors or subcontractors for work or services performed in connection
     with the operation and maintenance of the Property and Office/Warehouse
     Complex, all costs of uniforms, supplies and materials used in connection
     with the operation and maintenance of the Property and Office/Warehouse
     Complex, all payroll taxes, unemployment insurance costs, vacation
     allowances, and the cost of providing disability insurance or benefits,
     pensions, profit sharing benefits, hospitalization, retirement or other
     so-called fringe benefits, and any other expense imposed on Lessor, its
     contractors or subcontractors, pursuant to law or pursuant to any
     collective bargaining agreement covering such employees, all services,
     supplies, repairs, replacements or other expenses for maintaining and
     operating the Office/Warehouse Complex, reasonable attorney's fees and
     costs in connection with appeal or contest of real estate or other taxes or
     levies, and such other expenses as may be ordinarily incurred in the
     operation and maintenance of an office/warehouse complex and not
     specifically set forth herein, including reasonable management fees, such
     management fees not to exceed 4% of gross rental income. The term
     "Operating Expenses" shall not include any capital improvement to the
     Office/Warehouse Complex other than replacements required for normal
     maintenance and repair, nor shall it include repairs, restoration or other
     work occasioned by fire, windstorm or other insured casualty, expenses
     incurred in leasing or procuring tenants, leasing commissions, advertising
     expenses, expenses for renovating space for new tenants, legal expenses
     incident to enforcement by Lessor of the terms of any lease, interest or
     principal payments on any mortgage or other indebtedness of Lessor,
     depreciation allowance or expense or any of the following:

     (a)   Cost items otherwise includable in Operating Expenses which are
          reimbursed to Lessor by insurance, less the out-of-pocket costs of
          collection;

     (b)   Bad debt loss, rent loss or reserves for bad debts or rent loss;

     (c)   Costs of products and services otherwise includable in Operating
          Expenses but which represents an amount paid to an affiliate of Lessor
          or an affiliate of any partner or shareholder or member of Lessor, to
          the extent the same is in excess of the fair market value of said item
          (subject to the specific provision herein related to permissible
          management fee);

     (d)   Interest or penalties incurred as a result of Lessor's failure to pay
          costs otherwise included in Operating Expenses as the same shall
          become due.

     (e)   Costs or expenses incurred by Lessor which represent amounts spent by
          Lessor in bad faith;

     (f)   Wages, salaries, bonuses or fringe benefits of the asset manager,
          Lessor's or its management company's executives (except as may be
          included in the management fee permitted above), general manager, or
          other executives of Lessor


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          or its management company above the grade of Property Manager in
          respect to the Office/Warehouse Complex;

     (g)   Costs of tenant improvements for any rentable area of the
          Office/Warehouse Complex.

     (h)   Costs related to removing or remediation of so-called hazardous
          materials, other than routine disposal of contaminants such as
          fluorescent tubes and ballasts.

     (i)   Costs of marketing and promotional expenses.

     (j)   Fees, costs and commissions incurred in procuring or attempting to
          procure other tenants, including, but not limited to, brokers'
          commissions, finders' fees, attorneys' fees, entertainment costs and
          travel expenses related thereto.

     (j)   Any expenses for repairs or maintenance which are covered and paid by
          warranties and guarantees.

     Notwithstanding the foregoing, in the event Lessor installs equipment in or
     makes improvements or alterations to the Office/Warehouse Complex which are
     for the purpose of reducing energy costs, maintenance costs or other
     Operating Expenses or which are required under any governmental laws,
     regulations, or ordinances which were not required at the date of
     commencement of the term of this Lease, Lessor may include in Operating
     Expenses reasonable charges for interest on such investment and reasonable
     charges for depreciation on the same so as to amortize such investment over
     the reasonable life of such equipment, improvement or alteration on a
     straight line basis. Operating Expenses shall also be deemed to include
     expenses incurred by Lessor in connection with city sidewalks adjacent to
     the Property and any pedestrian walkway system (either above or below
     ground) or other public facility to which Lessor or the Office/Warehouse
     Complex is from time to time subject in connection with operations of the
     Property and Office/Warehouse Complex.

     Lessor shall use reasonable effort to cause the Office/Warehouse Complex to
     be operated in accordance with prudent property management standards.

E.    The term "Excess Operating Expenses" shall mean the amount of Operating
     Expenses for any applicable Lease Year in excess of the sum of $-0-.

F.    The term "Lessee's Pro Rata Share of Excess Real Estate Taxes" shall mean
     eighty-two and 03/100ths percent (82.03%) of the Excess Real Estate Taxes
     payable during the applicable Lease Year, and the term "Lessee's Pro Rata
     Share of Excess Operating Expenses" shall mean eighty-two and 03/100ths
     percent (82.03%) of the Excess Operating Expenses for the applicable Lease
     Year. Said percentages have been agreed upon by the parties hereto after
     due consideration of the rentable area of the Premises compared to the
     rentable area of the Office/Warehouse Complex; provided, however,


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     Lessee's above percentages for Lessee's Pro Rata Share of Excess Operating
     Expenses and for Lessee's Pro Rata Share of Excess Real Estate Taxes shall
     be amended for each Lease Year to the percentage which the average rentable
     area of the Premises bears to the total average rentable area of the
     Office/Warehouse Complex for such Lease Year

G.    Anything herein to the contrary notwithstanding, it is agreed that in the
     event the Office/Warehouse Complex is not fully occupied during any Lease
     Year, a reasonable and equitable adjustment shall be made by Lessor in
     computing the management fee portion of Operating Expenses for such year so
     that the management fee portion of Operating Expenses shall be adjusted to
     the amount that would have been incurred had the Office/Warehouse Complex
     been fully occupied during such year assuming the unoccupied area is leased
     at average rent prevailing for occupied space.

      As to the Lease Year during which the term of this Lease commences,
     Lessor's estimated amount of Lessee's Pro Rata Share of Excess Real Estate
     Taxes and Lessor's estimated amount of Lessee's Pro Rata Share of Excess
     Operating Expenses (based upon the estimated number of months of the term
     within such initial Lease Year) shall be the following sums:

     Lessee's Pro Rata Share of Excess Real Estate Taxes $75,832.00

     Lessee's Pro Rata Share of Excess Operating Expenses $44,055.00

     As to each Lease Year after the initial Lease Year, Lessor shall estimate
for each such Lease Year (i) the total amount of Excess Real Estate Taxes; (ii)
the total amount of Excess Operating Expenses; (iii) Lessee's Pro Rata Share of
Excess Real Estate Taxes; (iv) Lessee's Pro Rata Share of Excess Operating
Expenses; (v) the computation of the annual and monthly rental payable during
such Lease Year as a result of increases or decreases in Lessee's Pro Rata Share
of Excess Real Estate Taxes and Lessee's Pro Rata Share of Excess Operating
Expenses. Said estimate shall be in writing and shall be delivered or mailed to
Lessee at the Premises.

     Lessee shall pay, as Additional Rent, the amount of Lessee's Pro Rata Share
of Excess Real Estate Taxes for each Lease Year and Lessee's Pro Rata Share of
Excess Operating Expenses for each Lease Year, so estimated, in equal monthly
installments, in advance, on the first day of each month during each applicable
Lease Year. In the event that said estimate is delivered to Lessee after the
first day of January of the applicable Lease Year, said amount, so estimated,
shall be payable as Additional Rent, in equal monthly installments, in advance,
on the first day of each month over the balance of such Lease Year, with the
number of installments being equal to the number of full calendar months
remaining in such Lease Year.

     From time to time during any applicable Lease Year, Lessor may reestimate
the amount of Excess Real Estate Taxes and Excess Operating Expenses and
Lessee's Pro Rata Share thereof, and in such event Lessor shall notify Lessee,
in writing, of such reestimate in the manner above set forth and fix monthly
installments for the then remaining balance of such Lease Year in


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an amount sufficient to pay the reestimated amount over the balance of such
Lease Year after giving credit for payments made by Lessee on the previous
estimate.

     Upon completion of each Lease Year, Lessor shall cause its accountants to
determine the actual amount of Excess Real Estate Taxes and Excess Operating
Expenses for such Lease Year and Lessee's Pro Rata Share thereof and deliver a
written certification of the amounts thereof to Lessee after the end of each
Lease Year. If Lessee has paid less than its Pro Rata Share of Excess Real
Estate Taxes or its Pro Rata Share of Excess Operating Expenses for any Lease
Year, Lessee shall pay the balance of its Pro Rata Share of the same within ten
(10) days after the receipt of such statement. If Lessee has paid more than its
Pro Rata Share of Excess Real Estate Taxes or its Pro Rata Share of Excess
Operating Expenses for any Lease Year, Lessor shall, at Lessee's option, either
(i) refund such excess, or (ii) credit such excess against the most current
monthly installment or installments due Lessor for its estimate of Lessee's Pro
Rata Share of Excess Real Estate Taxes and Lessee's Pro Rata Share of Excess
Operating Expenses for the next following Lease Year. A pro rata adjustment
shall be made for a fractional Lease Year occurring during the term of this
Lease or any renewal or extension thereof based upon the number of days of the
term of this Lease during said Lease Year as compared to three hundred
sixty-five (365) days and all additional sums payable by Lessee or credits due
Lessee as a result of the provisions of this Article II shall be adjusted
accordingly.

     Further, Lessee shall pay, also as Additional Rent, any tax or excise on
rents, gross receipts tax, or other tax, however described, which is levied or
assessed by the United States of America or the state in which the
Office/Warehouse Complex is located or any political subdivision thereof,
against Lessor in respect to the Base Rent, Additional Rent, or other charges
reserved under this Lease or as a result of Lessor's receipt of such rents or
other charges accruing under this Lease; provided, however, Lessee shall have no
obligation to pay net income taxes of Lessor.

ARTICLE III. OVERDUE AMOUNTS - RENT INDEPENDENT: Any installment of Base Rent,
Additional Rent, or other charges to be paid by Lessee accruing under the
provisions of this Lease, which shall not be paid when due, shall bear interest
at the rate of ten percent (10%) per annum from the date when the same is due
until the same shall be paid, but if such rate exceeds the maximum interest rate
permitted by law, such rate shall be reduced to the highest rate allowed by law
under the circumstances. Lessee's covenants to pay the Base Rent and the
Additional Rent are independent of any other covenant, condition, provision or
agreement herein contained.

ARTICLE IV. POSSESSION OF PREMISES: If Lessor shall be unable to give possession
of the Premises on the date of the commencement of the term because the
construction of the Office/Warehouse Complex or the completion of the Premises
has not been sufficiently completed to make the Premises ready for occupancy, or
for any other reason, Lessor shall not be subject to any claims, damages or
liabilities for the failure to give possession on said date. The rent reserved
and covenant to pay same shall commence on May 1, 2004, and failure to give
possession on the date of commencement of the term shall in no way affect the
validity of this Lease or the obligations of Lessee hereunder, nor shall the
same be construed in any way to


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extend the expiration date of the term. Lack of completion of the Lessee
Improvements shall not prevent commencement of the term and rental payments as
set forth above. Lessor shall deliver possession of the Premises at such time as
the Lessee Improvements set forth in Article XXX have been substantially
completed.

     The acceptance of possession by Lessee shall be deemed conclusively to
establish that the Premises and all other improvements of the Office/Warehouse
Complex required to be constructed by Lessor for use thereof by Lessee hereunder
have been completed unless Lessee notifies Lessor in writing within sixty (60)
days after commencement of the term as to any items not completed. Lessee waives
any claim as to matters not listed in said notice.

ARTICLE V. SERVICES:

A.    All electric lighting bulbs and tubes and all ballasts and starters within
     the Premises shall be replaced by Lessee at the expense of Lessee.

B.    Subject to Article II hereof, Lessor shall provide maintenance in good
     order, condition and repair of the parking facilities and all driveways
     leading thereto and keeping the same free from any unreasonable
     accumulation of snow. Lessor shall keep and maintain the landscaped area
     and parking facilities in a neat and orderly condition. Lessor reserves the
     right to designate areas of the appurtenant parking facilities where
     Lessee, its agents, employees and invitees shall park and may exclude
     Lessee, its agents, employees and invitees from parking in other areas as
     designated by Lessor, provided, however, Lessor shall not be liable to
     Lessee for the failure of any tenant, its invitees, employees, agents, and
     customers to abide by Lessor's designations or restrictions.

C.    Lessee shall provide all cleaning and janitorial services required in
     respect to the Premises.

     No interruption in, or temporary stoppage of, any of the aforesaid services
caused by repairs, renewals, improvements, alterations, strikes, lockouts, labor
controversy, accidents, inability to obtain fuel or supplies, or other causes
shall be deemed an eviction or disturbance of Lessee's use and possession, or
render Lessor liable for damages, by abatement of rent or otherwise or relieve
Lessee from any obligation herein set forth. In no event shall Lessor be
required to provide any heat, air conditioning, electricity or other service in
excess of that permitted by voluntary or involuntary guidelines or laws,
ordinances or regulations of governmental authority.

ARTICLE VI. USE: The Premises shall be used for Office/Warehouse and
manufacturing purposes (including paint booth operations), and for carrying on
such activities as may be incidental thereto; provided, however, Lessee may not
use or occupy the Premises, or knowingly permit the Premises to be used or
occupied, contrary to any statute, rule, order, ordinance, requirement or
regulation applicable thereto, or in any manner which would violate any
certificate of occupancy or permit affecting the same, or which would cause
structural injury to the Premises or cause the value or usefulness of the
Premises, or any part thereof, substantially to


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diminish (reasonable wear and tear excepted) or which would constitute a private
or public nuisance or waste, and Lessee agrees that it will promptly, upon
discovery of any such use, take all necessary steps to compel the discontinuance
of such use.

ARTICLE VII. CERTAIN RIGHTS RESERVED BY LESSOR: Lessor reserves the following
rights exercisable without notice and without liability to Lessee and without
effecting an eviction, constructive or actual, or disturbance of Lessee's use or
possession, or giving rise to any claim for setoff or abatement of rent:

A.    To control, install, affix and maintain any and all signs on the Property,
     or on the exterior of the Office/Warehouse Complex and in any common
     corridors, entrances and other common areas thereof, except those signs
     within the Premises not visible from outside the Premises.

B.    To reasonably designate, limit, restrict and control any service in or to
     the Office/Warehouse Complex, including but not limited to the designation
     of sources from which Lessee may obtain sign painting and lettering. Any
     restriction, designation, limitation or control imposed by reason of this
     subparagraph shall be imposed uniformly on Lessee and other tenants
     occupying space in the Office/Warehouse Complex.

C.    To retain at all times and to use in appropriate instances keys to all
     doors within and into the Premises. No locks shall be changed without the
     prior written consent of Lessor, which shall not unreasonably be withheld.
     This provision shall not apply to Lessee's safes, or other areas maintained
     by Lessee for the safety and security of monies, securities, negotiable
     instruments or like items. Notwithstanding the above provisions of this
     Subparagraph C, in the event Lessee desires that Lessor not have keys to
     the Premises, Lessee shall pay for the reasonable costs for repair of all
     damage to doors to the Premises caused by persons attempting to gain
     entrance in the event of an emergency or perceived emergency.

D.    To make repairs, alterations, additions, or improvements, whether
     structural or otherwise, in and about the Office/Warehouse Complex, or any
     part thereof, and for such purposes to enter upon the Premises, and during
     the continuation of any of said work, to temporarily close doors,
     entryways, public spaces, and corridors in the Office/Warehouse Complex and
     to interrupt or temporarily suspend services and facilities.
     Notwithstanding the above, Lessor shall not make alterations, additions or
     improvements to the Office/Warehouse Complex which would materially
     adversely affect Lessee's rights to use the Premises granted herein or
     Lessee's parking rights or access to the Premises.

E.    To approve the weight, size and location of safes and other heavy equipment
     and articles in and about the Premises and the Office/Warehouse Complex and
     to require all such items to be moved into and out of the Office/Warehouse
     Complex and the Premises only at such times and in such manner as Lessor
     shall direct in writing.


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ARTICLE VIII. ALTERATIONS AND IMPROVEMENTS: Lessee shall not make any
improvements, alterations, additions or installations in or to the Premises
(hereinafter referred to as the "Work") without Lessor's prior written consent,
which consent (subject to other provisions in this Article VIII) shall not
unreasonably be conditioned, withheld or delayed. Along with any request for
Lessor's consent and before commencement of the Work or delivery of any
materials to be used in the Work to the Premises or into the Office/Warehouse
Complex, Lessee shall furnish Lessor with plans and specifications, names and
addresses of contractors, copies of contracts, necessary permits and licenses,
and an indemnification in such form and amount as may be reasonably satisfactory
to Lessor and a performance bond executed by a commercial surety reasonably
satisfactory to Lessor, and in an amount equal to the Work and the payment of
all liens for labor and material arising therefrom. Lessee agrees to defend and
hold Lessor forever harmless from any and all claims and liabilities of any kind
and description which may arise out of or be connected in any way with said
improvements, alterations, additions or installations. All Work shall be done
only by contractors or mechanics reasonably approved by Lessor and at such time
and in such manner as Lessor may from time to time reasonably designate. All
work done by Lessee, its agents, employees, or contractors shall be done in such
a manner as to avoid labor disputes. Lessee shall pay the cost of all such
improvements, alterations, additions or installations (including a reasonable
charge for Lessor's services and for Lessor's inspection and engineering time),
and also the cost of painting, restoring, or repairing the Premises and the
Office/Warehouse Complex occasioned by such improvements, alterations, additions
or installations. Upon completion of the Work, Lessee shall furnish Lessor with
contractor's affidavits and full and final waivers of liens, and receipted bills
covering all labor and materials expended and used. The Work shall comply with
all insurance requirements and all laws, ordinances, rules and regulations of
all governmental authorities and shall be constructed in a good and workmanlike
manner. Lessee shall permit Lessor to inspect construction operations in
connection with the Work. Lessee shall not be allowed to make any alterations,
modifications, improvements, additions, or installations if such action results
or would result in a labor dispute or otherwise would materially interfere with
Lessor's operation of the Office/Warehouse Complex. Lessor, by written notice to
Lessee given at or prior to termination of this Lease, may require Lessee to
remove any improvements, additions or installation installed by Lessee in the
Premises at Lessee's sole cost and expense, and repair or restore any damage
caused by the installation and removal of such improvements, additions, or
installations; provided, however, the only improvements, additions or
installations which Lessee shall remove shall be those specified in such notice.

ARTICLE IX. REPAIRS: Lessee shall, during the term of this Lease, at Lessee's
expense, keep the Premises in as good order, condition and repair as they were
at the time Lessee took possession of the same, reasonable wear and tear and
insured damage from fire and other casualties excepted. Lessee shall keep the
Premises in a neat and sanitary condition and shall not commit any nuisance or
waste on the Premises or in, on, or about the Office/Warehouse Complex, throw
foreign substances in the plumbing facilities, or waste any of the utilities
furnished by Lessor. All uninsured damage or injury to the Premises, or to the
Office/Warehouse Complex caused by Lessee moving furniture, fixtures, equipment,
or other devices in or out of the Premises or Office/Warehouse Complex or by
installation or removal of furniture, fixtures, equipment, devices or other
property of Lessee, its agents, contractors, servants or employees,


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due to carelessness, omission, neglect, improper conduct, or other cause of
Lessee, its servants, employees, agents, visitors, or licensees, shall be
repaired, restored and replaced promptly by Lessee at its sole cost and expense
to the reasonable satisfaction of Lessor. All repairs, restorations and
replacements shall be in quality and class equal to the original work.

     Lessor or its employees, or agents, shall have the right to enter the
Premises at any reasonable time or times for the purpose of inspection,
cleaning, repairs, altering, or improving the same but nothing contained herein
shall be construed as imposing any obligation on Lessor to make any repairs,
alterations or improvements which are the obligation of Lessee.

     Lessee shall cooperate during the last month of the term for the express
purpose of meeting for a joint inspection of the Premises.

ARTICLE X. INSURANCE: Lessor shall keep the Office/Warehouse Complex insured for
the benefit of Lessor in an amount equivalent to the full replacement value
thereof (excluding foundation, grading and excavation costs) against:

(a)   loss or damage by fire; and

(b)   such other risk or risks of a similar or dissimilar nature as are now, or
     may in the future be, customarily covered with respect to buildings and
     improvements similar in construction, general location, use, occupancy and
     design to the Office/Warehouse Complex, including, but without limiting the
     generality of the foregoing, windstorms, hail, explosion, vandalism,
     malicious mischief, civil commotion, and such other coverage as may be
     deemed necessary by Lessor, providing such additional coverage is
     obtainable and providing such additional coverage is such as is customarily
     carried with respect to buildings and improvements similar in construction,
     general location, use, occupancy and design to the Office/Warehouse
     Complex.

     These insurance provisions shall in no way limit or modify any of the
obligations of Lessee under any provision of this Lease. Lessor agrees that such
policy or policies of insurance shall contain a waiver of subrogation clause as
to Lessee and Lessor waives, releases and discharges Lessee from all claims or
demands whatsoever which Lessor may have or acquire arising out of damage to or
destruction of the Office/Warehouse Complex or Lessor's business therein
occasioned by fire or other cause, which such claim or demand may arise because
of the negligence or fault of Lessee, its agents, employees, customers or
business invitees, or otherwise, and Lessor agrees to look to the insurance
coverage only in the event of such loss; provided, however, Lessor does not
release or waive any rights against Lessee, or discharge Lessee from any claims,
losses or expenses arising out of violations by Lessee or its agents,
contractors, or employees of any environmental covenant herein or of any laws
relating to the environment or hazardous materials or from any claims arising
out of intentional damage to Lessor's property. Notwithstanding the foregoing,
Lessee shall be obligated to pay the rental called for hereunder in the event of
damage to or destruction of the Premises or the Office/Warehouse Complex if such
damage or destruction is occasioned by the negligence or fault of Lessee, its
agents or employees.


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Insurance premiums paid thereon shall be a portion of the "Operating Expenses"
described in Article II hereof.

     Lessee shall keep all of its machinery, equipment, furniture, fixtures,
personal property (including also property under the care, custody or control of
Lessee) and business interests which may be located in, upon, or about the
Premises insured for the benefit of Lessee in an amount equivalent to the full
replacement value or insurable value thereof against:

(a)   loss or damage by fire; and

(b)   such other risk or risks of a similar or dissimilar nature as are now, or
     may in the future be, customarily covered with respect to a tenant's
     machinery, equipment, furniture, fixtures, personal property and business
     located in a building similar in construction, general location, use,
     occupancy and design to the Office/Warehouse Complex, including, but
     without limiting the generality of the foregoing, windstorms, hail,
     explosions, vandalism, theft, malicious mischief, civil commotion, and such
     other coverage as Lessee may deem appropriate or necessary.

     Lessee agrees that such policy or policies of insurance shall contain a
waiver of subrogation clause as to Lessor and Lessee waives, releases and
discharges Lessor from all claims or demands whatsoever which Lessee may have or
acquire arising out of damage to or destruction of the machinery, equipment,
furniture, fixtures, personal property, and business of Lessee occasioned by
fire or other cause, whether such claim or demand may arise because of the
negligence or fault of Lessor, its agents, employees, subcontractors or
otherwise, and Lessee agrees to look to the insurance coverage only in the event
of such loss.

     Lessor shall, as a portion of the Operating Expenses defined in Article II,
maintain, for its benefit and the benefit of its managing agent, commercial
general liability insurance against claims for personal injury, death or
property damage occurring upon, in or about the Office/Warehouse Complex, such
insurance to afford protection to Lessor and its managing agent.

     Lessee shall, at Lessee's sole cost and expense but for the mutual benefit
of Lessor, its managing agent and Lessee, maintain commercial general liability
insurance against claims for personal injury, death or property damage occurring
upon, in or about the Premises, such insurance to afford protection to Lessor,
its managing agent and Lessee to the limit of not less than Three Million and
00/100 Dollars ($3,000,000.00) single limit coverage on an occurrence basis.
Such policies of insurance shall be written in companies reasonably satisfactory
to Lessor, naming Lessor and its managing agent as additional insureds
thereunder, and such policies, or a memorandum or certificate of such insurance,
shall be delivered to Lessor endorsed "Premium Paid" by the company or agency
issuing the same or accompanied by other evidence satisfactory to Lessor that
the premium thereon has been paid. At such time as insurance limits required of
tenants in Office/Warehouse buildings in the area in which the Office/Warehouse
Complex is located are generally increased to greater amounts, Lessor shall have
the right to require such greater limits as may then be customary. Lessee agrees
to include in such policy the contractual


                                      -11-

<PAGE>

liability coverage insuring Lessee's indemnification obligations provided for
herein. Any such coverage shall be deemed primary to any liability coverage
secured by Lessor.

     Lessee agrees to indemnify and save Lessor and its managing agent harmless
against and from any and all third party (other than Lessor's affiliates)
claims, loss, damage and expense arising out of bodily injury or property damage
by or on behalf of any person or persons, firm or firms, corporation or
corporations, arising from any breach or default on the part of Lessee in the
performance of any covenant or agreement on the part of Lessee to be performed,
pursuant to the terms of this Lease, or arising from any act or negligence on
the part of Lessee or its agents, contractors, employees or invitees,
concessionaires, licensees, subtenants, or arising from any accident, injury or
damage to the extent caused by Lessee, or its contractors, agents and employees
or invitees, concessionaires, licensees, subtenants, to any person, firm or
corporation occurring during the term of this Lease, or any renewal thereof, in
or about the Premises and Office/Warehouse Complex, and from and against all
costs, reasonable counsel fees, expenses and liabilities incurred in or about
any such claim or action or proceeding brought thereon; and in case any action
or proceeding be brought against Lessor or its managing agent by reason of any
such claim, Lessee, upon notice from Lessor, covenants to resist or defend such
action or proceeding by counsel reasonably satisfactory to Lessor.

     Lessor agrees to indemnify and save Lessee harmless against and from any
and all third party (other than Lessee's affiliates) claims, loss, damage or
expense arising out of bodily injury or property damage by or on behalf of any
person or persons, firm or firms, corporation or corporations, other than Lessee
or its affiliates, subtenants, assigns, or employees, arising from any breach or
default on the part of Lessor in the performance of any covenant or agreement on
the part of Lessor to be performed, pursuant to the terms of this Lease, or
arising from any act or negligence or misconduct on the part of Lessor or its
agents, employees, servants, or contractors or arising from any accident, injury
or damage to the extent caused by Lessor, its agents and employees to any
person, firm or corporation occurring during the term of this Lease or any
renewal thereof, in or about the Premises and Office/Warehouse Complex, and from
and against all costs, reasonable counsel fees, expenses and liabilities
incurred in or about any such claim or action or proceeding brought thereon; and
in case any action or proceeding be brought against Lessee by reason of any such
claim, Lessor, upon notice from Lessee, covenants to resist or defend such
action or proceeding by counsel reasonably satisfactory to Lessee.

     Lessee agrees, to the extent not expressly prohibited by law, that Lessor,
its agents, employees and servants shall not be liable, and Lessee waives all
claims for damage to property and business sustained during the term of this
Lease by Lessee occurring in or about the Office/Warehouse Complex, resulting
directly or indirectly from any existing or future condition, defect, matter or
thing in the Premises, the Office/Warehouse Complex, or any part thereof, or
from equipment or appurtenances becoming out of repair or from accident, or from
any occurrence or act or omission of Lessor, its agents, employees or servants,
or any tenant or occupant of the Building or any other person. This paragraph
shall apply especially, but not exclusively, to damage caused as aforesaid or by
the flooding of basements or other subsurface areas, or by refrigerators,
sprinkling devices, air conditioning apparatus, water, snow, frost, steam,
excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or
noise, or the


                                      -12-

<PAGE>

bursting or leaking of pipes or plumbing fixtures, and shall apply equally,
whether any such damage results from the act or omission of other tenants or
occupants in the Office/Warehouse Complex or any other persons, and whether such
damage be caused by or result from any of the aforesaid, or shall be caused by
or result from other circumstances of a similar or dissimilar nature.

     Anything herein to the contrary notwithstanding, in the event any damage to
the Office/Warehouse Complex results from any act or omission of Lessee, its
agents, employees or invitees, and all or any portion of Lessor's loss is
"deductible," Lessee shall pay to Lessor the amount of such deductible loss (not
to exceed $5,000 per event). All property in the Office/Warehouse Complex or on
the Premises belonging to Lessee, its agents, employees, invitees or otherwise
located at the Premises, shall be at the risk of Lessee only, and Lessor shall
not be liable for damage thereto or theft, misappropriation or loss thereof and
Lessee agrees to defend and hold Lessor, its agents, employees and servants
harmless and indemnify them against claims and liability for injuries to such
property.

ARTICLE XI. ASSIGNMENT AND SUBLETTING: Lessee shall not, without the prior
written consent of Lessor, (i) transfer, pledge, mortgage or assign this Lease
or any interest hereunder; (ii) permit any assignment of this Lease by voluntary
act, operation of law or otherwise; (iii) sublet the Premises or any part
thereof; or (iv) permit the use of the Premises by any parties other than
Lessee, its agents and employees. Lessee shall seek such written consent of
Lessor by a written request therefor, setting forth such information as Lessor
may deem necessary. Lessee shall, by notice in writing, advise Lessor of its
intention from, on and after a stated date (which shall not be less than thirty
[30] days after date of Lessee's notice), to assign this Lease or to sublet any
part or all of the Premises for the balance or any part of the term. Lessee's
notice shall include all of the terms of the proposed assignment or sublease and
shall state the consideration therefor. In such event, Lessor shall have the
right to be exercised by giving written notice to Lessee within thirty (30) days
after receipt of Lessee's notice, to recapture the space described in Lessee's
notice and such recapture notice shall, if given, cancel and terminate this
Lease with respect to the space therein described as of the date stated in
Lessee's notice. Lessee's notice shall state the name and address of the
proposed assignee or subtenant and a true and complete copy of the proposed
assignment or sublease shall be delivered to Lessor with Lessee's notice. If
Lessee's notice shall cover all of the Premises, and Lessor shall have exercised
its foregoing recapture right, the term of this Lease shall expire and end on
the date stated in Lessee's notice as fully and completely as if that date had
been herein definitely fixed for the expiration of the term. If, however, this
Lease be canceled with respect to less than the entire Premises, the Base Rent
and Additional Rent shall be equitably adjusted by Lessor with due consideration
of the size, location, type and quality of the portion of the Premises so
remaining after the "recapture" and such rent shall be reduced accordingly from
and after the termination date for said portion, and this Lease as so amended
shall continue thereafter in full force and effect. The rent adjustments
provided for herein shall be evidenced by an amendment to Lease executed by
Lessor and Lessee. If this Lease shall be terminated in the manner aforesaid,
either as to the entire Premises or only a portion thereof, to such extent the
term of this Lease shall end upon the appropriate effective date of the proposed
sublease or assignment as if that date had been originally fixed in this Lease
for such expiration, and in the event of a


                                      -13-

<PAGE>

termination affecting less than the entire Premises, Lessee shall comply with
Article XIV ("Surrender of Premises") of this Lease with respect to such portion
of the Premises affected thereby.

     In the event of any termination pursuant to this paragraph, Lessee shall,
at its sole cost and expense, discharge in full (i) any outstanding commission
obligation on the part of Lessor with respect to that part of this Lease so
terminated, and (ii) any commission which may be due and owing as a result of
any proposed assignment or subletting, whether or not the subject portion of the
Premises is "recaptured" pursuant thereto and rented by Lessor to the proposed
tenant or any other tenant.

     If Lessor, upon receiving Lessee's notice with respect to any such space,
shall not exercise its right to recapture as aforesaid, Lessor will not
unreasonably withhold its consent to Lessee's assignment of the Lease or
subletting such space to the party identified in Lessee's notice, provided,
however, that in the event Lessor consents to any such assignment or subletting,
and as a condition thereto, Lessee shall pay to Lessor ninety percent (90%) of
all profit after Lessee has recouped its costs of negotiating and consummating
any such assignment or subletting derived by Lessee from such assignment or
subletting. In any such event, such assignee or sublessee must meet Lessor's
reasonable credit standards as a condition to Lessor's consent. For purposes of
the foregoing, profit shall be deemed to include, but shall not be limited to,
the amount of all rent payable by such assignee or sublessee in excess of the
Base Rent, and rent adjustments, payable by Lessee under this Lease. If a part
of the consideration for such assignment or subletting shall be payable other
than in cash, the payment to Lessor shall be in cash for its share of any
non-cash consideration based upon the fair market value thereof.

     No sublease or assignment may be made, in any event, unless the following
conditions are met:

     (a)   Any guarantor of, or party liable for, any of Lessee's obligations
          under this Lease shall be required to consent to the assignment or
          subletting and confirm that its guarantee or other obligations
          continue in full force and effect notwithstanding such assignment or
          subletting.

     (b)   That Lessee shall pay all of Lessee's costs and expenses and all of
          Lessor's reasonable out-of-pocket expenses in connection with the
          making of such assignment or sublease;

     (c)   Lessee shall deliver to Lessor an executed copy of each sublease or
          assignment within ten (10) days after the execution thereof, together
           with copies of any other agreement relating thereto, and a memorandum
          detailing any oral agreement or understanding between Lessee and the
          assignee or subtenant;

     Lessee shall and hereby agrees that it will furnish to Lessor upon request
from Lessor a complete statement, certified by an independent certified public
accountant, setting forth in detail the computation of all profit derived and to
be derived from such assignment or subletting, such


                                       -14-

<PAGE>

computation to be made in accordance with generally accepted accounting
principles. Lessee agrees that Lessor or its authorized representatives shall be
given access at all reasonable times to the books, records and papers of Lessee
relating to any such assignment or subletting, and Lessor shall have the right
to make copies thereof. The percentage of Lessee's profit due Lessor hereunder
shall be paid to Lessor within five (5) days of receipt by Lessee of all
payments made from time to time by such assignee or sublessee to Lessee.

     For purposes of the foregoing, any change in the partners of Lessee, if
Lessee is a partnership, or, if Lessee is a corporation, any transfer of any or
all of the shares of stock of Lessee by sale, assignment, operation of law or
otherwise resulting in a change in the present control of such corporation by
the person or persons owning a majority of such shares as of the date of this
Lease, shall be deemed to be an assignment within the meaning of this Article
XI.

     Any subletting or assignment hereunder shall not release or discharge
Lessee, or any other person or party liable for Lessee's obligations under this
Lease, of or from any liability, whether past, present or future, under this
Lease, and Lessee shall continue fully liable hereunder. The subtenant or
subtenants or assignee shall agree in a form satisfactory to Lessor to comply
with and assume and be bound by all of the terms, covenants, conditions,
provisions and agreements of this Lease to the extent of the space sublet or
assigned, and Lessee shall deliver to Lessor promptly after execution an
executed copy of each such sublease or assignment and an agreement of compliance
by each such subtenant or assignee. Consent by Lessor to any assignment of this
Lease or to any subletting of the Premises shall not be a waiver of Lessor's
rights under this Article as to any subsequent assignment or subletting.

     Any sale, assignment, mortgage, transfer, or subletting of this Lease which
is not in compliance with the provisions of this Article XI shall be of no
effect and void. Lessor's right to assign its interest in this Lease shall
remain unqualified. Lessor may make a reasonable charge to Lessee for any
reasonable attorney's fees or expenses incident to a review of any documentation
related to any proposed assignment or subletting by Lessee.

     Notwithstanding anything to the contrary in this Lease, Lessee shall not
assign its rights under this Lease or sublet all or any part of the Premises to
a person, firm or corporation which is (or, immediately prior to such subletting
or assignment, was) a tenant or occupant of the Office/Warehouse Complex or any
building on property contiguous to the Office/Warehouse Complex owned by Lessor
under the Lease.

      Anything in this Lease to the contrary notwithstanding, Lessee shall have
the right to assign or sublease the Premises to an affiliated U.S. entity,
without the consent of Lessor, subject to the other provisions of this Article
X. An affiliated entity shall be defined as including any entity, the
controlling interest of which is owned by either a general partner of Lessee or
the controlling (50% or more) parent of a general partner of Lessee, domestic
U.S. parent corporation or entity of Lessee owning at least fifty percent (50%)
of the equity interest of Lessee, any domestic U.S. subsidiary of Lessee or its
affiliated parent company or any U.S. domestic corporation which purchases
substantially all of the assets of Lessee.


                                       -15-

<PAGE>

     Subsequent to any assignment, Lessor need not consent to any amendment or
modification of this Lease unless all prior assignees consent to such amendment
or modification and confirm their continuing liability as Lessee under the Lease
as amended or modified.

ARTICLE XII. DAMAGE BY FIRE OR OTHER CASUALTY: If fire or other casualty shall
render the whole or any material portion of the Premises untenantable, and the
Premises can reasonably be expected to be made tenantable within one hundred
twenty (120) days from the date of such event, then Lessor shall repair and
restore the Premises and the Office/Warehouse Complex to as near their condition
prior to the fire or other casualty as is reasonably possible within such one
hundred twenty (120) day period (subject to delays for causes beyond Lessor's
reasonable control) and notify Lessee that it will be doing so, such notice to
be mailed within thirty (30) days from the date of such damage or destruction,
and this Lease shall remain in full force and effect, but the rent for the
period during which the Premises are untenantable shall be abated pro rata
(based upon the portion of the Premises which is untenantable). If Lessor is
required to repair the Office/Warehouse Complex and/or the Premises, as
aforesaid, said work shall be undertaken and prosecuted with all due diligence
and speed.

     If fire or other casualty shall render the whole or any material part of
the Premises untenantable and the Premises cannot reasonably be expected to be
made tenantable within one hundred twenty (120) days from the date of such
event, then either party, by notice in writing to the other mailed within thirty
(30) days from the date of such damage or destruction, may terminate this Lease
effective upon a date within thirty (30) days from the date of such notice.

     In the event that more than fifty percent (50%) of the value of the
Office/Warehouse Complex is damaged or destroyed by fire or other casualty, and
irrespective of whether the Office/Warehouse Complex or Premises can be made
tenantable within one hundred twenty (120) days thereafter, then at Lessor's
option, by written notice to Lessee, mailed within forty-five (45) days from the
date of such damage or destruction, Lessor may terminate this Lease effective
upon a date within ninety (90) days from the date of such notice to Lessee.

     If fire or other casualty shall render the whole or any material part of
the Premises untenantable and the Premises cannot reasonably be expected to be
made tenantable within one hundred twenty (120) days from the date of such event
and neither party hereto terminates this Lease pursuant to its rights herein or
in the event that more than fifty percent (50%) of the value of the
Office/Warehouse Complex is damaged or destroyed by fire or other casualty, and
Lessor does not terminate this Lease pursuant to its option granted herein, or
in the event that fifty percent (50%) or less of the value of the
Office/Warehouse Complex is damaged or destroyed by fire or other casualty and
neither the whole nor any material portion of the Premises is rendered
untenantable, then Lessor shall repair and restore the Premises and the
Office/Warehouse Complex to as near their condition prior to the fire or other
casualty as is reasonably possible with all due diligence and speed (subject to
delays for causes beyond Lessor's reasonable control) and the rent for the
period during which the Premises are untenantable shall be abated pro rata
(based upon the portion of the Premises which is untenantable). In no event
shall Lessor be obligated to repair or restore any special equipment or
improvements installed by Lessee at Lessee's expense.


                                      -16-

<PAGE>

     In the event of a termination of this Lease pursuant to this Article, rent
shall be apportioned on a per diem basis and paid to the date of the fire or
other casualty.

ARTICLE XIII. EMINENT DOMAIN: If the whole of or any substantial part of the
Premises is taken by any public authority under the power of eminent domain, or
taken in any manner for any public or quasi-public use, so as to render (in
Lessee's reasonable judgment) the remaining portion of the Premises unsuitable
for the purposes intended hereunder, then the term of this Lease shall cease as
of the day possession shall be taken by such public authority and Lessor shall
make a pro rata refund of any prepaid rent. All damages awarded for such taking
under the power of eminent domain or any like proceedings shall belong to and be
the property of Lessor, Lessee hereby assigning to Lessor its interest, if any,
in said award. In the event that fifty percent (50%) or more of the building
area or fifty percent (50%) or more of the value of the Office/Warehouse Complex
is taken by public authority under the power of eminent domain, then, at
Lessor's option, by written notice to Lessee, mailed within sixty (60) days from
the date possession shall be taken by such public authority, Lessor may
terminate this Lease effective upon a date within ninety (90) days from the date
of such notice to Lessee. Further, if the whole of or any material part of the
Premises is taken by public authority under the power of eminent domain, or
taken in any manner for any public or quasi-public use, so as to render the
remaining portion of the Premises unsuitable in Lessee's reasonable opinion, for
the purposes intended hereunder, upon delivery of possession to the condemning
authority pursuant to the proceedings, Lessee may, at its option, terminate this
Lease as to the remainder of the Premises by written notice to Lessor, such
notice to be given to Lessor within thirty (30) days after Lessee receives
notice of the taking. Lessee shall not have the right to terminate this Lease
pursuant to the preceding sentence unless (i) the business of Lessee conducted
in the portion of the Premises taken cannot in Lessee's reasonable judgment be
carried on with substantially the same utility and efficiency in the remainder
of the Premises (or any substitute space securable by Lessee pursuant to clause
(ii) hereof); and (ii) Lessee cannot secure substantially similar (in Lessee's
reasonable judgment) alternate space upon the same terms and conditions as set
forth in this Lease (including rental) from Lessor in the Office/Warehouse
Complex. Any notice of termination shall specify the date no more than sixty
(60) days after the giving of such notice as the date for such termination.

     Anything in this Article XIII to the contrary notwithstanding, Lessee shall
have the right to prove in any condemnation proceedings and to receive any
separate award which may be made for damages to or condemnation of Lessee's
movable trade fixtures and equipment and for moving expenses; provided, however,
Lessee shall in no event have any right to receive any award for its interest in
this Lease or for loss of leasehold. Anything in this Article XIII to the
contrary notwithstanding, in the event of a partial condemnation of the
Office/Warehouse Complex or the Premises and this Lease is not terminated,
Lessor shall, at its sole cost and expense, restore the Premises and
Office/Warehouse Complex to a complete architectural unit and the Base Rent
provided for herein during the period from and after the date of delivery of
possession pursuant to such proceedings to the termination of this Lease shall
be reduced to a sum equal to the product of the Base Rent provided for herein
multiplied by a fraction, the numerator of which is the fair market rent of the
Premises after such taking and after the same


                                       -17-

<PAGE>

has been restored to a complete architectural unit, and the denominator of which
is the fair market rent of the Premises prior to such taking.

ARTICLE XIV. SURRENDER OF PREMISES: On the last day of the term of this Lease,
or on the sooner termination thereof, Lessee shall peaceably surrender the
Premises in good condition and repair consistent with Lessee's duty to make
repairs as herein provided. On or before the last day of the term of this Lease,
or the date of sooner termination thereof, Lessee shall, at its sole cost and
expense, remove all of its property and trade fixtures and equipment from the
Premises, and all property not removed shall be deemed abandoned. Lessee hereby
appoints Lessor its agent to remove all property of Lessee from the Premises
upon termination of this Lease and to cause its transportation and storage for
Lessee's benefit, all at the sole cost and risk of Lessee and Lessor shall not
be liable for damage, theft, misappropriation or loss thereof and Lessor shall
not be liable in any manner in respect thereto. Lessee shall pay all costs and
expenses of such removal, transportation and storage. Lessee shall leave the
Premises in good order, condition and repair, reasonable wear and tear and
uninsured damage from fire and other casualty excepted. Lessee shall reimburse
Lessor upon demand for any expenses incurred by Lessor with respect to removal,
transportation, or storage of abandoned property and with respect to restoring
said Premises to good order, condition and repair. All alterations, additions
and fixtures, other than Lessee's trade fixtures and equipment, which have been
made or installed by either Lessor or Lessee upon the Premises, shall remain the
property of Lessor and shall be surrendered with the Premises as a part thereof.
If the Premises be not surrendered at the end of the term or sooner termination
thereof, Lessee shall indemnify Lessor against loss or liability resulting from
delay by Lessee in so surrendering the Premises, including, without limitation,
claims made by any succeeding tenants founded on such delay and any attorneys'
fees resulting therefrom. Lessee shall promptly surrender all keys for the
Premises to Lessor at the place then fixed for the payment of rent and shall
inform Lessor of combinations on any vaults, locks and safes left on the
Premises.

     In the event Lessee remains in possession of the Premises after expiration
of this Lease, and without the execution of a new lease, but with Lessor's
written consent, it shall be deemed to be occupying the Premises as a tenant
from month-to-month, subject to all the provisions, conditions and obligations
of this Lease insofar as the same can be applicable to a month-to-month tenancy,
except that the Base Rent shall be escalated to Lessor's then current base rent
for the Premises according to Lessor's then current rental rate schedule for
prospective tenants. In the event Lessee remains in possession of the Premises
after expiration of this Lease and without the execution of a new lease and
without Lessor's written consent, Lessee shall be deemed to be occupying the
Premises without claim of right and Lessee shall pay Lessor for all costs
arising out of loss or liability resulting from delay by Lessee in so
surrendering the Premises as above provided and shall pay a charge for each day
of occupancy an amount equal to double the Base Rent and Additional Rent (on a
daily basis) then currently being charged by Lessor on new leases in the
Office/Warehouse Complex for space similar to the Premises.

ARTICLE XV. DEFAULT OF LESSEE: All rights and remedies of Lessor herein
enumerated shall be cumulative and are not intended to be exclusive of any other
remedies or means of redress to which Lessor may be lawfully entitled in case of
any breach or threatened


                                      -18-

<PAGE>

breach of Lessee of any provision of this Lease. The failure of Lessor to insist
in any one or more cases upon the strict performance of any of the covenants of
this Lease or to exercise any option herein contained shall not be construed as
a waiver or relinquishment for the future of such covenant or option. A receipt
by Lessor of rent with knowledge of the breach of any covenant hereof (other
than breach of the obligation to pay the portion of such rent paid) shall not be
deemed a waiver of such breach, and no waiver by Lessor of any provisions of
this Lease shall be deemed to have been made unless expressed in writing and
signed by Lessor. In addition to other remedies in this Lease provided, Lessor
shall be entitled to the restraint by injunction of the violation or attempted
or threatened violation of the covenants, conditions and provisions of this
Lease.

     Subject to laws relating to bankruptcy, if, during the term of this Lease
or any renewal term, (i) Lessee shall make an assignment for the benefit of
creditors, or (ii) a voluntary petition be filed by Lessee under any law having
for its purpose the adjudication of Lessee a bankrupt, or Lessee be adjudged a
bankrupt pursuant to an involuntary petition in bankruptcy, or (iii) a receiver
be appointed for the property of Lessee by reason of the insolvency of Lessee,
or (iv) any department of the State or Federal government, or any officer
thereof, duly authorized, shall take possession of the business or property of
Lessee by reason of the insolvency of Lessee, the occurrence of any of such
contingencies shall be deemed a breach of this Lease and this Lease shall ipso
facto upon the happening of any of said contingencies be terminated and the same
shall expire as fully and completely as if the day fixed for the expiration of
the initial term of this Lease or any renewal term, as the case may be, had
occurred, and Lessee will then quit and surrender the Premises, but Lessee shall
remain liable as hereinafter provided. As used in this paragraph, the term
"Lessee" shall also mean any guarantor of Lessee's obligations under this Lease.

     If, during the initial term of this Lease or any renewal term, (i) Lessee
shall default in fulfilling any of the covenants, obligations, or agreements of
this Lease (other than the covenants for the payment of rent payable by Lessee
hereunder), or (ii) this Lease, without the prior written consent of Lessor or
except as expressly permitted, shall be assigned, pledged, mortgaged,
transferred, or sublet in any manner, Lessor may give Lessee written notice of
such default or the happening of any contingency in this paragraph referred to
and, if at the expiration of thirty (30) days after service of such notice the
default or contingency upon which said notice was based shall continue to exist,
or in the event of a default or contingency which cannot with due diligence be
cured within a period of thirty (30) days, if Lessee fails to proceed promptly
after the service of said notice and with all due diligence to commence to cure
the same and thereafter to prosecute the curing of such default with all due
diligence (it being intended that in connection with a default not susceptible
of being cured with diligence within thirty [30] days, the time within which
Lessee is to cure the same shall be extended for such period as may be necessary
to complete the same with all due diligence), Lessor, at its option, may
terminate this Lease and upon such termination Lessee will quit and surrender
the Premises to Lessor but Lessee shall remain liable as hereinafter provided.

     If Lessee defaults in any payment of the rent expressly reserved hereunder,
or any part of the same and such default shall continue for ten (10) business
days after written notice thereof


                                      -19-

<PAGE>

by Lessor, or if Lessee shall make default in the payment of any item or any
charge required to be paid by Lessee hereunder, or any part of the same and such
default shall continue for ten (10) business days after written notice thereof
by Lessor, Lessor or Lessor's agent or servant may immediately or at any time
thereafter terminate this Lease, and upon such termination for failure to pay
such rent, item, or charge, or if this Lease shall terminate by reason of the
insolvency of Lessee, as set forth above, Lessor or Lessor's agent or servant
may re-enter the Premises and remove all persons and all or any property
therefrom, either by summary dispossess proceedings, or by any suitable action
or proceeding at law or by force or otherwise, without being liable to
indictment, prosecution, or damage therefor and repossess and enjoy the
Premises, together with all additions, alterations and improvements, without
such re-entry and repossession working a forfeiture or waiver of the rents to be
paid and the covenants to be performed by Lessee during the full term of this
Lease. Upon termination of this Lease or expiration of Lessee's right to occupy
the Premises by reason of the happening of any of the foregoing events, or in
any other manner or circumstances whatsoever, whether with or without legal
proceedings, by reason of or based upon or arising out of a default or breach of
this Lease on the part of Lessee, Lessor may, at its option, at any time and
from time to time relet the Premises or any part or parts thereof, for the
account of Lessee or otherwise, and receive and collect the rent therefor,
applying the same first to the payment of such expenses as Lessor may have
incurred in recovering possession of the Premises, including attorney's fees and
expenses for putting the same into good order and condition or preparing or
altering the same for re-rental to the extent Lessor deems necessary or
desirable and all other expenses, commissions and charges paid, assumed or
incurred by Lessor in or about reletting the Premises and then to the
fulfillment of the covenants of Lessee hereunder. Any such reletting herein
provided for may be for the remainder of the initial term or any renewal term of
this Lease, as originally granted, or for a longer or shorter period; Lessor
shall have the right to change the character and use made of the Premises, and
Lessor shall not be required to accept any substitute tenant offered by Lessee
or to observe any instructions given by Lessee about reletting. In any such
case, and whether or not the Premises or any part thereof be relet, Lessee shall
pay to Lessor the Base Rent and all Additional Rent and other charges required
to be paid by Lessee up to the later of the time of such termination of the
Lease or of such recovery of possession of the Premises by Lessor, as the case
may be, and thereafter, except in a case in which liability of Lessee as
hereinafter provided, arises by reason of the happening of the insolvency of
Lessee, Lessee covenants and agrees, if required by Lessor, to pay to Lessor
(monthly) until the end of the initial term of this Lease, and/or any renewal
term, as the case may be, the equivalent of the amount of all rent reserved
hereunder, and all other charges required to be paid by Lessee, less the net
proceeds of reletting, if any. Lessor shall have the election at any time in
place of and instead of holding Lessee so liable for subsequent periods
forthwith to recover against Lessee as damages for loss of the bargain and not
as a penalty, an aggregate sum which at such time represents the excess, if any,
of the present worth of the aggregate of the rent and all other charges payable
by Lessee hereunder that would have accrued for the balance of the initial term,
and/or any renewal term, as the case may be, over the then present worth of the
fair market rents and all other charges (less the costs of anticipated leasing
commissions and tenant improvements) for the Premises for the balance of such
term.

     If this Lease shall terminate by reason of the bankruptcy or insolvency of
Lessee, as above set forth, Lessor shall be entitled, notwithstanding any other
provisions of this Lease or


                                       -20-

<PAGE>

any present or future law, to recover from Lessee or Lessee's estate (in lieu of
the equivalent of the amount of all r