EXHIBIT 10.6 AGREEMENT OF LEASE

EXHIBIT 10.6

AGREEMENT OF LEASE

BETWEEN

XXXXX PROPERTIES LIMITED PARTNERSHIP

AND

PRODUCTION RESOURCE GROUP, L.L.C.

THIS LEASE AGREEMENT is made by and between XXXXX PROPERTIES LIMITED
PARTNERSHIP, an Ohio limited partnership ("LANDLORD") with its address at X.X.
Xxx 0000, Xxxxxx Xxxx, XX 00000 and PRODUCTION RESOURCE GROUP, L.L.C., a limited
liability company organized under the laws of Delaware ("TENANT") with its
address at 000 Xxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxx Xxxx 00000. and is dated as of
the date on which this lease has been fully executed by Landlord and Tenant.

1. Summary of Terms and Certain Definitions

(a) "PREMISES": Approximate rentable square feet: 80,040
(Section 2) Suite: 100

(b) "BUILDING": Approximate rentable square feet: 120,360
(ss.2) Address: 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx

(c) "TERM": One hundred and twenty (120 ) months plus any partial
(ss.5) month from the Commencement Date until the first day of
the first full calendar month during the Term

(i) "COMMENCEMENT DATE": November 15,1997.

(ii) "EXPIRATION DATE": See Section 5

(d) Minimum Rent (ss.6) & Operating Expenses (ss.7)

(i) "MINIMUM ANNUAL RENT": $307,353.60 (Three hundred and seven
thousand three hundred and fifty three and 60 /100 Dollars), payable in
monthly installments of $25,612.80 (Twenty five thousand six hundred and
twelve and 80 /100 Dollars), increased as follows:

Lease Year Annual Monthly Lease Year Annual Monthly

2 $307,353.60 $25,612.80 6 $345,929.18 $28,827.43
3 $316,574.21 $26,381.18 7 $356,307.06 $29,692.25
4 $326,071.44 $27,172.62 9 $378,006.16 $31,500.51
5 $335,853.58 $27,987.80 10 $389,346.35 $32,445.53

(ii) Estimated "ANNUAL OPERATING EXPENSES": $55,227.60 (Fifty five
thousand two hundred and twenty seven and 60 /100 Dollars), payable in
monthly installments of $ 4,602.30 (Four thousand six hundred and two and
30 /100 Dollars), subject to adjustment (ss.7(a))

(e) "PROPORTIONATE SHARE" (ss.7(a)): 66.5% (Ratio of approximate rentable
square feet in the Premises to approximate rentable square feet in the Building)

(f) "USE" (ss.4): Warehouse with appurtenant offices

(g) "SECURITY DEPOSIT" (ss.28): $ 25,612.80 (Twenty five thousand six
hundred and twelve and 80 /100 Dollars)

(h) CONTENTS: This lease consists of the Index, pages 1 through 11
containing Sections I through 28 and the following, all of
which are attached hereto and made a part of this lease:
Rider with Sections 29 through 34
Exhibits: "A" - Plan showing Premises "Co - Building Rules

"B" - Commencement Certificate "D" - Estoppel Certificate
Form Form

2. Premises. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises as shown on attached, Exhibit "A" within the Building (the
Building and the lot on which it is located, the "PROPERTY"), together with the
non- exclusive right with Landlord and other occupants of the Building to use
all areas and facilities provided by Landlord for the use of all tenants in the
Property including any driveways, sidewalks and parking, loading and landscaped
areas (the "COMMON AREAS").

3. Acceptance of Premises. Tenant has examined and knows the condition of the
Property, the zoning, streets, sidewalks parking areas, curbs and access ways
adjoining it, visible easements, any surface conditions and the present uses,
and Tenant accept! them in the condition in which they now are, without relying
on any representation, covenant or warranty by Landlord. Tenant and its agents
shall have the right, at Tenant's own risk, expense and responsibility, at all
reasonable times prior to the Commencement Date, to enter the Premises for the
purpose of taking measurements and installing its furnishings and equipment;
provided that the Premises are vacant and Tenant obtains Landlords prior written
consent.

4. Use; Compliance.

(a) Permitted Use . Tenant shall occupy and use the Premises for and only
for the Use specified in Section I (f) above and in such a manner as is lawful,
reputable and will not create any nuisance or otherwise interfere with any other
tenant's normal operations or the management of the Building. Without limiting
the foregoing, such Use shall exclude any use that would cause the Premises or
the Property to be deemed a "place of public accommodation" under the Americans
with Disabilities Act (the "ADA") as further described in the Building Rules
(defined below). All Common Areas shall be subject to Landlords exclusive
control and management at all times. Tenant shall not use or permit the use of
any portion of the Property for outdoor storage or installations outside of the
Premises nor for any use that would interfere with any other person's use of any
portion of the Property outside of the Premises.

(b) Compliance. Landlord represents that, as of the date of this lease,
there is no action required with respect to the Premises or Common Areas under

any laws (including Title III of the ADA), ordinances, notices, orders, rules,
regulations and requirements applicable to the Premises or to the Common Areas.
From and after the Commencement Date, Tenant shall comply promptly, at its sole
expense, (including making any alterations or improvements) with all laws
(including the ADA), ordinances, notices, orders. rules, regulations and
requirements regulating the Property during the Term which impose any duty upon
Landlord or Tenant with respect to Tenant's use, occupancy or alteration of, or
Tenant's installations in or upon, the Property including the Premises, (as the
same may be amended, the "LAWS AND REQUIREMENTS") and the building rules
attached as Exhibit "C", as amended by Landlord from time to time (the "BUILDING
RULES"). Provided, however. that Tenant shall not be required to comply with the
Laws and Requirements with respect to the footings, foundations, structural
steel columns and girders forming a part of the Property unless the need for
such compliance arises out of

Tenant's use, occupancy or alteration of the Property, or by any act or omission
of Tenant or any employees, agents, contractors, licensees or invitees
("AGENTS") of Tenant. With respect to Tenant's obligations as to the Property,
other than the Premises, at Landlords option and at Tenant's expense, Landlord
may comply with any repair, replacement or other construction requirements of
the Laws and Requirements and Tenant shall pay to Landlord all costs thereof as
additional rent.

(c) Environmental. Tenant shall comply, at its sole expense, with all Laws
and Requirements as set forth above, all manufacturers' instructions and all
requirements of insurers relating to the treatment, production, storage,
handling, transfer, processing, transporting, use, disposal and release of
hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum
products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant
shall ` deliver to Landlord copies of all Material Safety Data Sheets or other
written information prepared by manufacturers, importers or suppliers of any
chemical and all notices. filings, permits and any other written communications
from or to Tenant and any entity regulating any Restricted Activities.

(d) Notice. If at any time during or after the Term, Tenant becomes aware
of any inquiry, investigation or proceeding regarding the Restricted Activities
or becomes aware of any claims, actions or investigations regarding the ADA,
Tenant shall give Landlord written notice, within 5 days after first learning
thereof, providing all available information and copies of any notices.

5. Term. The Term of this lease shall commence on the Commencement Date and
shall end at 11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"),
without the necessity for notice from either party, unless sooner terminated in
accordance with the terms hereof. At Landlords request, Tenant shall confirm the
Commencement Date and Expiration Date by executing a lease commencement
certificate in the form attached as Exhibit "B".

6. Minimum Annual Rent. Tenant agrees to pay to Landlord the Minimum Annual Rent
in equal monthly installments in tile amount set forth in Section l(d) (as
increased at the beginning of each lease year as set forth in Section l(d)). in
advance, on the first day of each calendar month during the Term, without
notice, demand or setoff, at Landlord's address designated at the beginning of
this lease unless Landlord designates otherwise; provided that rent for the
first full month shall be paid at the signing of this lease. L the Commencement
Date falls on a day other than the first day of a calendar month, the rent shall
be apportioned pro rata on a per them basis for the period from the Commencement
Date until the first day of the following calendar month and shall be paid on or
before the Commencement Date. As used in this lease, the term "lease year" means
the period from the Commencement Date through the succeeding 12 full calendar
months (including for the first lease year any partial month from the
Commencement Date until the first day of the first full calendar month) and each
successive 12 month period thereafter during the Term.

7. Operation of Property; Payment of Expenses.

(a) Payment of Operating Expenses. Tenant shall pay to Landlord the
estimated Annual Operating Expenses in equal monthly installments in the amount
set forth in Section I(d) (prorated for any partial month), from the
Commencement Date and continuing throughout the Term on the first day of each
calendar month during the Term, as additional rent, without notice, demand or
setoff-, provided that the monthly installment for the first full month shall be
paid at the signing of this lease. Landlord shall apply such payments to the
operating expenses owed to Landlord by Tenant pursuant to the following Sections
7(b)-(f). The amount of the Annual Operating Expenses set forth in Section I(d)
represents Tenant's Proportionate Share of the estimated operating expenses
during the first calendar year of the Term on an annualized basis; from time to
time Landlord may adjust such estimated amount if the estimated operating
expenses increase. By April 30th of each year (and as soon as practical after
the

expiration or termination of this lease or at any time in the event of a sale of
the Property), Landlord shall provide Tenant with a statement of the actual
amount of such expenses for the preceding calendar year or part thereof.
Landlord or Tenant shall pay to the other the amount of any deficiency or
overpayment then due from one to the other or, at Landlords option, Landlord may
credit Tenant's account for any overpayment. Ten ant's obligation to pay the
Annual Operating Expenses pursuant to this Section 7 shall survive the
expiration or termination of this lease.

(b) Taxes and Other Impositions. Tenant shall pay prior to delinquency all
levies, taxes (including sales taxes - and gross receipt taxes), assessments,
liens, license and permit fees, which are applicable to the Term, and which are
imposed by any authority or under any law, ordinance or regulation thereof, or

pursuant to any recorded covenants or agreements, and the reasonable cost of
contesting any of the foregoing (the "IMPOSITIONS") upon or with respect to the
Premises, or any improvements thereto, or directly upon this lease or the Rent
(defined in Section 7(f)) or a-mounts payable by any subtenants or other
occupants of the Premises, or against Landlord because of Landlords estate or
interest herein. Additionally, Tenant shall pay as aforesaid its Proportionate
Share of any Imposition which is not imposed upon the Premises as a separate
entity but which is imposed upon all or part of the Property or upon the leases
or rents relating to the Property.

(i) Nothing herein contained shall be interpreted as requiring Tenant
to pay any income, excess profits or corporate capital stock tax imposed or
assessed upon Landlord, unless such tax or any similar tax is levied or
assessed in lieu of all or any part of any Imposition or an increase in any
Imposition.

(ii) If it shall not be lawful for Tenant to reimburse Landlord for
any of the Impositions, the Minimum Annual Rent shall be increased by the
amount of the portion of such Imposition allocable to Tenant, unless
prohibited by law.

(i) Property. Landlord shall keep in effect, and Tenant shall pay to
Landlord its Proportionate Share of the cost of, insurance against loss or
damage to the Building or the Property by fire and such other casualties as may
be included within fire, extended coverage and special form insurance covering
the full replacement cost of the Building (but excluding coverage of Tenant's
personal property in, and any alterations by Tenant to, the Premises), and such
other insurance as Landlord may reasonably deem appropriate or as may be
required from time-to-time by any mortgagee.

(ii) Liability. Tenant, at its own expense, shall keep in effect
comprehensive general public liability insurance with respect. to the Premises
and the Property, including contractual liability insurance, with such limits of
liability for bodily injury (including death) and property damage as reasonably
may be required by Landlord from time-to-time, but not less than a combined
single limit of $1.000,000 per occurrence and a general aggregate limit of not
less than $3,000,000 (which aggregate limit shall apply separately to each of
Tenants locations if more than the Premises), however, such limits shall not
limit the liability of Tenant hereunder. The policy of comprehensive general
public liability insurance also shall name Landlord and Landlord's agent as
insured parties with respect to the Premises, shall be written on an
"occurrence" basis and not on a "claims made" basis. shall provide that it is
primary with respect to any policies carried by Landlord and that any coverage
carried by Landlord shall be excess insurance, shall provide that it shall not
be cancelable or reduced without at least 30 days prior written notice to
Landlord and shall be issued in form satisfactory to Landlord. The insurer shall
be a responsible insurance carrier which is authorized to issue such insurance
and licensed to do

business in the state in which the Property is located and which has at all
times during the Term a rating of no less than A VII in the most current edition
of Best's Insurance Reports. Tenant shall deliver to Landlord on or before the
Commencement Date, and subsequently renewals of, a certificate of insurance
evidencing such' coverage and the waiver of subrogation described below.

(iii) Waiver of Subrogation. Landlord and Tenant shall have included in
their respective property insurance policies waivers of their respective
insurers' right of subrogation against the other party. If such a waiver should
be Unobtainable or unenforceable, then such policies of insurance shall state
expressly that such policies shall not be invalidated if, before a casualty, the
insured waives the right of recovery against any party responsible for a
casualty covered by the policy.

(iv) Increase of Premiums. Tenant agrees not to do anything or fail to do
anything which will increase the cost of Landlord's insurance or which will
prevent Landlord from procuring policies (including public liability) from
companies and in a form satisfactory to Landlord. If any breach of the preceding
sentence by Tenant causes the rate of fire or other insurance to be increased,
Tenant shall pay the amount of such increase as additional rent promptly upon
being billed.

(d) Repairs and Maintenance; Common Areas; Building Management. Except as
specifically otherwise provided in this Section (d), Tenant at its sole expense
shall maintain the Premises in good order and condition, promptly make all
repairs necessary . necessary to maintain such condition, and repair any damage
to the Premises caused by Tenant or its Agents. All repairs made by Tenant shall
utilize materials and equipment which are comparable to those originally used in
constructing the Building and Premises. When used in this Section (d), the term
"repairs" shall include replacements and renewals when necessary.

(i) Landlord, at its sole expense, shall make all necessary repairs to
the footings, foundations, structural steel columns and girders forming a
part of the Premises, provided that Landlord shall have no responsibility
to make any repair until Landlord receives written notice or has actual
knowledge of the need for such repair.

(ii) Landlord, at Tenant's sole expense. shall maintain and repair the
HVAC systems appurtenant to the Premises.

(iii) Landlord shall make all necessary repairs to the roof, exterior
portions of the Premises and the Building, utility and communications
lines, equipment and facilities in the Building which serve more than one
tenant, and to the Common Areas, the cost of which shall be an operating
expense of which Tenant shall pay its Proportionate Share, provided that
Landlord shall have no responsibility to make any repair until Landlord
receives written notice of the need for such repair. Landlord shall operate
and manage the Property and shall maintain all Common Areas and any paved
areas appurtenant to the Property in a clean and orderly condition,
Landlord reserves the right to make alterations to the Common Areas from

time to time. Operating expenses also shall include (A) all sums expended
by Landlord for the supervision, maintenance, repair, replacement and
operation of the Common Areas (including the costs of utility services),
(B) any costs of building improvements made by Landlord to the Property
that are required by any governmental authority use of the Property or for
the purpose of reducing operating expenses and (C) a management and
administrative fee applicable to the overall operation of the Property not
to exceed five percent (5%) of gross rent.

(iv) Notwithstanding anything herein to the contrary, repairs and
replacements to the Property including the Premises made necessary by
Tenant's use, occupancy or alteration of, or Tenant's installation in or
upon the Property or by any act or omission of Tenant or its Agents shall
be made at the sole expense of Tenant to the extent not covered by any
applicable insurance proceeds paid to Landlord. Tenant shall not bear the
expense of any repairs or replacements to the Property arising out of or
caused by any other tenant's use, occupancy or alteration of, or any other
tenant's installation in or upon, the Property or by any act or omission of
any Other tenant or any other tenant's Agents.

(e) Utility Charges. Tenant shall pay for water, sewer, gas, electricity,
heat, power, telephone and other communication services and any other- utilities
supplied to or consumed in or on the Premises. Landlord shall not be responsible
or liable for any interruption in utility service, nor shall such interruption
affect the continuation or validity of this lease.

(f) Net lease. Except for the obligations of Landlord expressly set forth
herein, this lease is a "triple net lease" and Landlord shall receive the
Minimum Annual Rent as net income from the Premises, not diminished by any
expenses other than payments under any mortgages, and Landlord is not and shall
not be required to render any services of any kind to Tenant. The term "RENT" as
used in this lease means the Minimum Annual Rent, Annual Operating Expenses and
any other additional rent or sums payable by Tenant to Landlord pursuant to this
lease, all of which shall be deemed rent for purposes of Landlord's rights and
remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30
days after Tenant is billed, unless otherwise provided in this lease, and
interest shall accrue on all sums due but unpaid.

8. Signs. Except for signs which are located wholly within the interior of the
Premises and not visible from the exterior of the Premises, no signs shall be
placed on the Property without the prior written consent of Landlord. All signs
installed by Tenant shall be maintained by tenant in good condition and Tenant
shall remove all such signs at the termination of this lease and shall repair.
any damage caused by such installation, existence or removal.

9. Alterations and Fixtures.

(a) Subject to Section 10, Tenant shall have the right to install its trade
fixtures in the Premises, provided that no such installation or removal thereof
shall affect any structural portion of the Property nor any utility lines,
communications lines, equipment or facilities in the Building serving any tenant
other than Tenant. At tile expiration or termination of this lease and at the
option of Landlord or Tenant, Tenant shall remove such installation(s) and, in
the event of such removal, Tenant shall repair any damage caused by such
installation or removal, if Tenant, with Landlord's written consent, elects no(
to remove such installation(s) at tile expiration or termination of this lease,
all such installations shall remain on the Property and become the property of
Landlord without payment by Landlord.

(b) Except for non-structural changes which do not exceed $5000 in the
aggregate, Tenant shall not make or permit to be made any alterations to the
Premises without Landlords prior written consent. Tenant shall pay the costs of
any required architectural/engineering reviews. In making any alterations, (i)
Tenant shall deliver to Landlord the plans, specifications and necessary
permits, together with certificates evidencing that Tenant's contractors and
subcontractors have adequate insurance coverage naming Landlord and Landlord's
agent as additional insureds, at least 10 days prior to commencement thereof,
(ii) such alterations shall not impair the structural strength of the Building
or any other improvements or reduce the value of the Property or affect any
utility lines, communication lines, equipment or facilities in tile Building
serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10
and (iv) the occupants of the Building and of any adjoining property shall not
be

disturbed thereby. All alterations to the Premises by Tenant shall be the
property of Tenant until the expiration or termination of this lease-, at that
time all such alterations shall remain on the Property and become the property
of Landlord without payment by Landlord unless Landlord gives written notice to
Tenant to remove the same, in which event Tenant will remove such alterations
and repair any resulting damage. At Tenant's request prior to Tenant making any
alterations, Landlord shall notify Tenant in writing, whether Tenant is required
to remove such alterations at the expiration or termination of this lease.

10. Mechanics' Liens. Tenant shall pay promptly any contractors and materialmen
who supply labor, work or materials to Tenant at the Property and shall take all
steps permitted by law in order to avoid the imposition of any mechanic's lien
upon all or any portion of the Property. Should any such lien or notice of lien
be filed for work performed for Tenant other than by Landlord, Tenant shall bond
against or discharge the same within 5 days after Tenant has notice that the
lien or claim is filed regardless of tile validity of such lien or claim.
Nothing in this lease is intended to authorize Tenant to do or cause any work to
be done or materials to be supplied for the account of Landlord, all of the same
to be solely for Tenant's account and at Tenant's risk and expense. Throughout
this lease the term "mechanic's lien" is used to include any lien, encumbrance

or charge levied or imposed upon all or any portion of, interest in or income
from the Property on account of any mechanic's, laborer's, materialman's or
construction lien or arising out of any debt or liability to or any claim of any
contractor, mechanic, supplier, materialman or laborer and shall include any
mechanic's notice of intention to file a lien given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
claiming to be entitled to any mechanic's lien.

11. Landlord's Right of Entry. Tenant shall permit Landlord and its Agents to
enter the Premises at all reasonable times following reasonable notice (except
in the event of an emergency), for the purpose of inspection, maintenance or
making repairs, alterations or additions as well as to exhibit the Premises for
the purpose of sale or mortgage and, during tile last 12 months of the Term, to
exhibit the Premises to any prospective tenant. Landlord will make reasonable
efforts not to inconvenience Tenant in exercising the foregoing rights, but
shall not be liable for any loss of occupation or quiet enjoyment thereby
occasioned.

12. Damage by Fire or Other Casualty.

(a) If the Premises or Building shall be damaged or destroyed by fire or
other casualty, Tenant promptly shall notify Landlord and Landlord, subject to
the conditions set forth in this Section 12, shall repair such damage and
restore the Premises to substantially the same condition in which they were
immediately prior to such damage or destruction, but not including tile repair.
restoration or replacement of the fixtures or alterations installed by Tenant.
Landlord shall notify Tenant in writing, within 30 days after tile date of the
casualty, if Landlord anticipates that the restoration will take more than 180
days from the date of the casualty to complete-. in such event, either Landlord
or Tenant may terminate this lease effective as of tile date of casualty by
giving written notice to tile other within 10 days after Landlord's notice.
Further, if a casualty occurs during the last 12 months of tile Term or ally
extension thereof, Landlord may cancel this lease unless Tenant has tile right
to extend the Term for at least 3 more years and does so within 30 days after
the date of the casualty.

(b) Landlord shall maintain a 12 month rental coverage endorsement or other
comparable form of coverage as part of its fire, extended coverage and special
form insurance. Tenant will `receive an abatement of its Minimum Annual Rent and
Annual Operating Expenses to the extent the Premises are rendered untenantable
as determined by the carrier providing the rental coverage endorsement.

13. Condemnation.

(a) Termination. If (i) all of the Premises are taken by a condemnation or
otherwise for any public or quasi-public use, (ii) any part of the Premises is

so taken and the remainder thereof is insufficient for the reasonable operation
of Tenant's business or (iii) any of the Property is so taken, and, in
Landlord's opinion, it would be impractical or the condemnation proceeds are
insufficient to restore the remainder of the Property, then this lease shall
terminate and all unaccrued obligations hereunder shall cease as of the day
before possession is taken by the condemnor.

(b) Partial Taking. If there is a condemnation and this lease has not been
terminated pursuant to this Section, (i) Landlord shall restore the Building and
the improvements which are a part of the Premises to a condition and size as
nearly comparable as reasonably possible to the condition and size thereof
immediately prior to the date upon which the condemnor took possession and (ii)
the obligations of Landlord and Tenant shall be unaffected by such condemnation
except that there shall be an equitable abatement of the Minimum Annual Rent
according to the rental value of the Premises before and after the date upon
which the condemnor took possession and/or the date Landlord completes such
restoration.

(c) Award. In the event of a condemnation affecting Tenant, Tenant shall
have the right to make a claim against the condemnor for moving expenses and
business dislocation damages to the extent that such claim does not reduce the
sums otherwise payable by the condemnor to Landlord. Except as aforesaid and
except as set forth in (d) below, Tenant hereby assigns all claims against the
condemnor to Landlord.

(d) Temporary Taking. No temporary taking of the Premises shall terminate
this lease or give Tenant any right to any rental abatement. Such a temporary
taking will be treated as if Tenant had sublet the Premises to the condemnor and
had assigned the proceeds of the subletting to Landlord to be applied on account
of Tenant's obligations hereunder. Any award for such a temporary taking during
the Term shall be applied first, to Landlord's costs of collection and, second,
on account of sums owing by Tenant hereunder, and if such amounts applied on
account of sums owing by Tenant hereunder should exceed the entire amount owing
by Tenant for the remainder of the Term, the excess will be paid to Tenant.

14. Non-Abatement of Rent. Except as otherwise expressly provided as to damage
by fire or other casualty in Section 12(b) and as to condemnation in Section
13(b), there shall be no abatement or reduction of the Rent for any cause
whatsoever, and this lease shall not terminate, and Tenant shall not be entitled
to surrender the Premises.

15. Indemnification of Landlord. Subject to Sections 7(c)(iii) and 16, Tenant
will protect, indemnify and hold harmless Landlord and its Agents from and
against any and all claims, actions, damages, liability and expense (including
fees of attorneys, investigators and experts) in connection with loss of life,
personal injury or damage to property in or about the Premises." arising out of
the occupancy or use of the Premises by Tenant or its Agents or occasioned
wholly or in part by any act or omission of Tenant or its Agents, whether prior
to, during or after the Term, except to the extent such loss, injury or damage
was caused by the negligence of Landlord or its Agents. In case any action or
proceeding is brought against Landlord and/or its Agents by reason of the
foregoing, Tenant, at its expense, shall resist and defend such action or
proceeding, or cause the same to be resisted and defended by counsel (reasonably
acceptable to Landlord and its Agents) designated by the insurer whose policy

covers such occurrence or by counsel designated by Tenant and approved by
Landlord and its Agents. Tenants obligations pursuant to this Section 15 shall
survive the expiration or termination of this lease.

16. Waiver of Claims. Landlord and Tenant each hereby waives all claims for
recovery against the other for any loss or damage which may be inflicted upon
the property of such party even if such loss or damage shall be brought about by
the fault or negligence of the other party or its Agents-, provided, however,
that such waiver by Landlord shall not be effective with respect to any
liability of Tenant described in Sections 4(c) and 7(d)(iv).

17. Quiet Enjoyment. Landlord covenants that Tenant, upon performing all of its
covenants, agreements and conditions of this lease, shall have quiet and
peaceful possession of the Premises as against anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this lease.

18. Assignment and Subletting.

(a) Limitation. Tenant shall not transfer this lease, voluntarily or by
operation of law, without the prior written consent of Landlord which shall not
be withheld unseasonably. However, Landlords consent shall not be required in
the event of any transfer by Tenant to an affiliate of Tenant which is at least
as creditworthy as Tenant as of the date of this lease and provided Tenant
delivers to Landlord the instrument described in Section (c)(iii) below.
together with a certification of such creditworthiness by Tenant and such
affiliate. Any transfer not in conformity with this Section 18 shall be void at
the option of Landlord, and Landlord may exercise any or all of its rights under
Section 23. A consent to one transfer shall not be deemed to be a, consent to
any subsequent transfer. "Transfer" shall include any sublease, assignment,
license or concession agreement, change in ownership or control of Tenant,
(except that an initial public offering shall not be deemed a change of control)
mortgage or hypothecation of this lease or Tenant's interest therein or in a or
a portion of the Premises.

(b) Offer to Landlord. Tenant acknowledges that the terms of this lease,
including the Minimum Annual Rent, have been based on the understanding that
Tenant physically shall occupy the Premises for the entire Term. Therefore, upon
Tenant's request to transfer all or a portion of the Premises, at the option of
Landlord, Tenant and Landlord shall execute an amendment to this lease removing
such space from the Premises, tenant shall be relieved of any liability with
respect to such space and Landlord shall have the right to lease such space to
any party, including Tenant's proposed transferee.

(c) Conditions. Notwithstanding the above, the following shall apply to any
transfer, with or without Landlord's consent:

(i) As of the date of any transfer, Tenant shall not be in default
under this lease nor shall any act or omission have 4) occurred which would
constitute a default with the giving of notice and/or the passage of time.

(ii) No transfer shall relieve Tenant of its obligation to pay the
Rent and to perform all its other obligations hereunder. The acceptance of
Rent by Landlord from any person shall not be deemed to be a waiver by
Landlord of any provision of this lease or to be a consent to any transfer.

(iii) Each transfer shall be by a written instrument in form and
substance satisfactory to Landlord which shall (A) include an assumption of
liability by any transferee of all Tenant's obligations and the
transferee's ratification of and agreement to be bound by all the
provisions of this lease, (B) afford Landlord the right of direct action
against the transferee pursuant to the same remedies as are available to
Landlord against Tenant and (C) be executed by Tenant and the transferee.

(iv) Tenant shall pay, within 10 days of receipt of an invoice which
shall be no less than $250, Landlords reasonable attorneys' fees and costs
in connection with the review, processing and documentation of any transfer
for which Landlord's consent is requested.

19. Subordination; Mortgagee's Rights.

(a) This lease shall be subordinate to any first mortgage or other primary
encumbrance now or hereafter affecting the Premises. Although the subordination
is self-operative, within 10 days after written request, Tenant shall execute
and deliver any further instruments confirming such subordination of this lease
and any further instruments of attornment that may be desired by any such
mortgagee or Landlord. However, any mortgagee may at any time subordinate its
mortgage to this lease, without Tenant's consent, by giving written notice to
Tenant, and thereupon this lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and deliver)r, provided, however,
that such subordination shall not affect any mortgagee's right to condemnation
awards,- casualty. insurance proceeds, intervening liens or any right which
shall arise between the recording of such mortgage and the execution of this
lease. *See Rider

(b) It is understood and agreed that any mortgagee shall not be liable to
Tenant for any funds paid by Tenant to Landlord unless such funds actually have
been transferred to such mortgagee by Landlord,

(c) Notwithstanding the provisions of Sections 12 and 13 above, Landlord's
obligation to restore the Premises after a casualty or condemnation shall be
subject to the consent and prior rights of Landlords first mortgagee.

20. Recording; Tenant's Certificate. Tenant shall not record this lease or a
memorandum thereof without Landlord's prior written consent. Within 10 days
after Landlord's written request from time to time:

(a) Tenant shall execute, acknowledge and deliver to Landlord a written
statement certifying the Commencement Date and Expiration Date of this lease.
that this lease is in full force and effect and has not been modified and
otherwise as set forth in the form of estoppel certificate attached as Exhibit
"D" or with such modifications as may be necessary to reflect accurately the
stated facts and/or such other certifications as may be requested by a mortgagee
or purchaser. Tenant understands that its failure to execute such documents may
cause Landlord serious financial damage by causing the failure of a financing or
sale transaction.

(b) Tenant shall furnish to Landlord, Landlords mortgagee, prospective
mortgagee or purchaser. Tenant's most recent audited financial statement,
subject to an appropriate confidentiality understanding by the recipient
thereof.

21. Surrender; Abandoned Property.

(a) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the
expiration or termination of this lease, Tenant promptly shall yield up in the
same condition, order and repair in which they are required to be kept
throughout the Term, the Premises and all improvements thereto, and all fixtures
and equipment servicing the Building, ordinary wear and tear excepted.

(b) Upon or prior to the expiration or termination of this lease, Tenant
shall remove any personal property from tile Property Any personal property
remaining thereafter shall be deemed conclusively to have been abandoned, and
Landlord, at Tenant's expense, may remove, store, sell or

otherwise dispose of such property in such manner as Landlord may see fit and/or
Landlord may retain such property as its property. If any part thereof shall be
sold, then Landlord may receive and retain the proceeds of such sale and apply
the same, at its option, against the expenses of tile sale, the cost of moving
and storage and any Rent due under this lease.

(c) If Tenant, or any person claiming through Tenant, shall continue to
occupy the Premises after tile expiration or termination of this lease or any
renewal thereof, such occupancy shall be deemed to be under a month-to-month
tenancy under the same terms and conditions set forth in this lease, except that
the monthly installment of the Minimum Annual Rent during such continued
occupancy shall be double the amount applicable to the last month of the Term.
Anything to the contrary notwithstanding, any holding over by Tenant without
Landlords prior written consent shall constitute a default hereunder and shall
be subject to all the remedies available to Landlord.

22. Curing Tenant's Defaults. If Tenant shall be in default in tile performance
of any of its obligations hereunder, Landlord, without any obligation to do so,
in addition to any other rights it may have in law or equity, may elect to cure
such default on behalf of Tenant after written notice (except in tile case of
emergency to Tenant. Tenant shall reimburse Landlord upon demand for any slims
paid or costs incurred by Landlord in curing such default, including interest
thereon from the respective dates of Landlord's incurring such costs. which sums
and costs together with interest shall be deemed additional rent.

23. Defaults - Remedies

(a) Defaults. It shall be an event of default:

(i) If Tenant does not pay in full when due any and all Rent',

(ii) If Tenant fails to observe and perform or otherwise breaches any
other provision of this lease, and such failure or breach continues for ten
days after written notice from Landlord.

(iii) If Tenant abandons the Premises, which shall be conclusively
presumed if the Premises remain unoccupied for more than 30 consecutive
days, or removes or attempts to remove Tenant's goods or property other
than in the ordinary course of business; or

(iv) If Tenant becomes insolvent or bankrupt in any sense or makes a
general assignment for the benefit of creditors or offers a settlement to
creditors, or if a petition in bankruptcy or for reorganization or for an
arrangement with creditors under any federal or state law is filed by or
against Tenant, or a xxxx in equity or other proceeding for the appointment
of a receiver for any of Tenant's assets is commenced, or if any of the
real or personal property of Tenant shall be levied upon; provided,
however, that any proceeding brought by anyone other than Landlord or
Tenant under any bankruptcy, insolvency, receivership or similar law shall
not constitute a default until such proceeding has continued unstayed for
more than 60 consecutive days.

(b) Remedies. Then, and in any such event, Landlord shall have the
following rights:

(i) To charge a late payment fee equal to the greater of $100 or 5% of
any amount owed to Landlord pursuant to this lease which is not paid within
5 days after the due date.

(ii) To enter and repossess the Premises, by breaking open locked
doors if necessary. and remove all persons and all or any property
therefrom, by action at law or otherwise, without

being liable for prosecution or damages therefor, and Landlord may, at
Landlords option, make alterations and repairs in order to relet the
Premises and relet all or any part(s) of the Premises for Tenant's account.
Tenant agrees to pay to Landlord on demand any deficiency that may arise by
reason of such reletting. In the event of reletting without termination of
this lease, Landlord may at any time thereafter elect to terminate this
lease for such previous breach.

(iii) To accelerate the whole or any part of the Rent for the balance
of the Term, and declare the same to be immediately due and payable,

(iv) To terminate this lease and the Term without any right on the
part of Tenant to save the forfeiture by payment of any' sum due or by
other performance of any condition, term or covenant broken.

(c) Grace Period. Notwithstanding anything hereinabove stated, neither
party will exercise any available right because of any default of the other,
except those remedies contained in subsection (b)(i) of this Section, unless
such parry shall have first given 10 days written notice thereof to the
defaulting party, and the defaulting party shall have failed to cure the default
within such period; provided, however, that:

(i) No such notice shall be required if Tenant fails to comply with
the provisions of Sections 10 or 20(a), in the case of emergency as set
forth in Section 22 or in the event of any default enumerated in
subsections (a)(iii) and (iv) of this Section.

(ii) Landlord shall not be required to give such 10 days notice more
than 2 times during any 12 month period.

(iii) If the default consists of something other than the failure to
pay money which cannot reasonably be cured within 10 days, neither party
will exercise any right if the defaulting party begins to cure the default
within tile 10 days and continues actively and diligently in good faith to
completely cure said default.

(iv) Tenant agrees that any notice given by Landlord pursuant to this
Section which is served in compliance with Section 27 shall be adequate
notice for the purpose of Landlord's exercise of any available remedies.

(d) Non-Waiver; Non-Exclusive. No waiver by Landlord of *any breach by
Tenant shall be a waiver of any subsequent breach, nor shall any forbearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights and remedies with respect to such or any subsequent breach. Efforts
by Landlord to mitigate the damages caused by Tenant's default shall not
constitute a waiver of Landlords right to recover damages hereunder. No right or
remedy herein conferred upon or reserved to Landlord is intended to be exclusive
of any other right or remedy provided herein or by law, but each shall be
cumulative and in addition to every other right or remedy given herein or now or
hereafter existing at law or in equity. No payment by Tenant or receipt or
acceptance by Landlord of a lesser amount than the total amount due Landlord
under this lease shall be deemed to be other than on account, nor shall any
endorsement or statement on any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to

Landlords right to recover the balance of Rent due. or Landlords right to pursue
any other available remedy.

(e) Costs and Attorneys' Fees. If either party commences an action against
the other party arising out of or in connection with this lease, the prevailing
party shall be entitled to have and recover

from the losing party attorneys' fees, costs of suit, investigation expenses and
discovery costs, including costs of appeal.

24. Representation of Tenant. Tenant represents to Landlord and agrees that:

(a) The word "Tenant" as used herein includes the Tenant named above as
well as its successors and assigns, each of which shall be tinder the same
obligations and liabilities and each of which shall have the same rights,
privileges and powers as it would have possessed had it originally signed this
lease as Tenant. Each and every of the persons named above as Tenant shall be
bound jointly and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of Tenant immediate or remote, unless Tenant has complied with
the terms of Section 18 and (lie assignment to such assignee is permitted or has
been approved in writing by Landlord. Any notice required or Permitted by tile
terms of this lease may be given by or to any one of the persons named above as
Tenant, and shall have the same force and effect as if given by or to all
thereof.

(b) If Tenant is a corporation, partnership or any other form of business
association or entity, Tenant is duly formed and in good standing, and has full
corporate or partnership power and authority, as the case may be, to enter into
this lease and has taken all corporate or partnership action, as the case may
be, necessary to carry out the transaction contemplated herein, so that when
executed, this lease constitutes a valid and binding obligation enforceable in
accordance with its terms. Tenant shall provide Landlord with corporate
resolutions or other proof in a form acceptable to Landlord, authorizing the
execution of -this lease at the time of such execution.

25. Liability of Landlord. The word "Landlord" as used herein includes the
Landlord named above as well as its successors and assigns, each of which shall
have the same rights, remedies, powers, authorities and privileges as it would
have had it originally signed this lease as Landlord. Any such person or entity,
whether or not named herein, shall have no liability hereunder after it ceases
to hold title to the Premises except for obligations already accrued (and, as to
any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved
of all liability therefor upon transfer of such portion to its successor in
interest) and Tenant shall I look solely to Landlords successor in interest for

the performance of the covenants and obligations of the Landlord hereunder which
thereafter shall accrue. Neither Landlord nor any principal of Landlord nor any
owner of the Property, whether disclosed or undisclosed, shall have any personal
liability with respect to any of the provisions of this lease or the Premises,
and if Landlord is in breach or default with respect to Landlord's obligations
under this lease or otherwise, Tenant shall look solely to the equity of
Landlord in the Property for the satisfaction of Tenant's claims.
Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the
interest of Landlord hereunder (either in terms of ownership or possessory
rights) shall be (a) liable for any previous act or omission of a prior
landlord, (b) subject to any rental offsets or defenses against a prior landlord
or (c) bound by any amendment of this lease made without its written consent, or
by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly
installment.

26. Interpretation; Definitions

(a) Captions. The captions in this lease are for convenience only and are not a
part of this lease and do not in any way define, limit, describe or amplify the
terms and provisions of this lease or the scope or intent thereof.

(b) Entire Agreement This lease represents the entire agreement between the
parties hereto and there are no collateral or oral agreements or understandings
between Landlord and Tenant with respect to the Premises or the Property. No
rights, easements or licenses are acquired in the Property or

any land adjacent to the Property by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. This lease shall not be
modified in any manner except by an instrument in writing executed by the
parties. The masculine (or neuter) pronoun and the singular number shall include
the masculine, feminine and neuter genders and the singular and plural number.
The word "including" followed by any specific item(s) is deemed to refer to
examples rather than to be words of limitation Both parties having participated
fully and equally in the negotiation and preparation of this lease, this lease
shall not be more strictly construed, nor any ambiguities in this lease
resolved, against either Landlord or Tenant.

(c) Covenants. Each covenant, agreement, obligation, term, condition or
other provision herein ` contained shall be deemed and construed as a separate
and independent covenant of the party bound by, undertaking or making the same,
not dependent on any other provision of this lease unless otherwise expressly
provided. All of the terms and conditions set forth in this lease shall apply
throughout the Term unless otherwise expressly set forth herein.

(d) Interest. Wherever interest is required to be paid hereunder, such
interest shall be at the highest rate permitted under law but not in excess of
15% per annum.

(e) Severability; Governing Law. If any provisions of this lease shall be
declared unenforceable in any respect, such unenforceability shall not affect
any other provision of this lease, and each such provision shall be deemed to be
modified, if possible, in such a manner as to render it enforceable and to
preserve to the extent possible the intent of the parties as set forth herein.
This lease shall be construed and enforced in accordance with the laws of the
state in which the Property is located.

(f) "Mortgage" and "Mortgagee." The word "mortgage" as used herein includes
any lien or encumbrance on the Premises or (lie Property or on any part of or
interest in or appurtenance to any of the foregoing, including without
limitation any ground rent or ground lease if Landlord's interest is or becomes
a leasehold estate. The word "mortgagee" as used herein includes (lie holder of
any mortgage, including any ground lessor if Landlords interest is or becomes a
leasehold estate. Wherever any right is given to a mortgagee, that right may be
exercised on behalf of such mortgagee by any representative or servicing agent
of such mortgagee.

(g) "Person." The word "person" is used herein to include a natural person,
a partnership, a corporation, an association and any other form of business
association or entity.

(h) Proportionate Share. At any time or times, upon request of Landlord or
of any tenant of the Building. the method for allocating Tenant's Proportionate
Share of any Impositions, cost, charge, rent, expense or payment then or
thereafter payable shall be redetermined by an independent qualified expert. The
cost of such redetermination shall be borne by the tenants of the Building in
the same proportion as that determined by such expert for reallocation of said
relevant sum; except that if such redetermination is requested by a tenant, the
cost thereof shall be borne entirely by such tenant if the proportionate share
of said relevant Win allocable to such tenant as the result of such
redetermination shall not vary by at least 5% from the amount which would have
been allocable to such tenant in accordance with the percentage based on square
foot area.

27. Notices. Any notice or other communication tinder this lease shall be in
writing and addressed to Landlord or Tenant at their respective addresses
specified at the beginning of (his lease. except that after the Commencement
Date Tenant's address shall be at the Premises, (or to such other address as
either may designate by notice to the other) with a copy to any Mortgagee or
other party designated by Landlord. Each notice or other communication shall be
deemed given if sent by prepaid overnight delivery service or by certified mail,
return receipt requested, postage prepaid or in any other manner.

with delivery in any case evidenced by a receipt, and shall be deemed received
on the day of actual receipt by the intended recipient or on tile business day
delivery is refused. Tile giving of notice by Landlords attorneys,

representatives and agents under this Section shall be deemed to be tile acts of
Landlord-, however, the foregoing provisions governing the date on which a
notice is deemed to have been received shall mean and refer to tile date on
which a party to this lease, and not its counsel or other recipient to which a
copy of the notice may be sent, is deemed to have received the notice.

28. Security Deposit. At the time of signing this lease, Tenant shall deposit
with Landlord the Security Deposit to be retained by Landlord as cash security
for the faithful performance and observance by Tenant of the provisions of this
lease. Tenant shall not be entitled to any interest whatever on the Security
Deposit. Landlord shall have the right to commingle the Security Deposit with
its other Rinds. Landlord may use the whole or any part of the Security Deposit
for the payment of any amount as to which Tenant is in default hereunder or to
compensate Landlord for any loss or damage it may suffer by reason of Tenant's
default under this lease. If Landlord uses all or any portion of the Security
Deposit as herein provided, within 10 days after written demand therefor, Tenant
shall pay Landlord cash in amount equal to that portion of the Security Deposit
used by Landlord. If within thirty days Tenant shall comply fully and faithfully
with all of tile provisions of this lease. tile Security Deposit shall be
returned to Tenant after the Expiration Date and surrender of the Premises to
Landlord.

IN WITNESS WHEREOF, and in consideration of the mutual entry into this
lease and for other good and valuable consideration, and intending to be legally
bound, Landlord and Tenant have executed this lease.

Dated Signed: Landlord:

9/19/97 XXXXX PROPERTIES LIMITED PARTNERSHIP

By: Xxxxx Properties Co., Inc. - General
Partner

By:
------------------------------------------
Name:
Title:

Date signed: Tenant:

9/11/97 Production Resource Group, L.L.C.

Attest:

By:
----------------------------- ------------------------------------------
Name: Name:
Title: Title:

RIDER

29. Xxxxxx Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a budding in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.

30. Acknowledgement of Pending Sale. Landlord and Tenant acknowledge the
Property is under contract for sale to Liberty Property Limited Partnership.
Landlord intends to close the sale, including assignment of this Agreement of
Lease, on or about November 1, 1997.

31. Tenant Improvements. Landlord shall provide an allowance of two hundred
thousand dollars ( $200,000.00) for the construction of office space and other
basic improvements to the Property (the "Capital Improvement Allowance").

Landlord shall also provide an additional one hundred thousand dollars
($100,000.00) for further improvements to the Property (the " Tenant Improvement
Allowance"). Any portion of the Tenant Improvement Allowance which is used by
Tenant shall be amortized over the Term at an annual interest rate of ten
percent (10%) and paid to Landlord as additional rent. Any improvement cost
above the Capital Improvement Allowance and Tenant Improvement Allowance shall
be paid by Tenant. Landlord shall pay the cost of designing and permitting the
improvements, and all improvements require Landlord's prior written approval.

Tenant may use all of the electrical service currently serving the Premises.
Landlord shall bear the cost of constructing a demising wall separating the
Premises from the rest of the Budding, and shall have the Premises Broom swept
prior to Tenant's occupancy.

32. Expansion Option. Tenant shall have a right of first refusal to lease the
remaining 40,320 square feet of the Building (the `Expansion Premises). Landlord
shall notify Tenant when it is final negotiations with another party for the
Expansion Premises. Tenant shall have three (3) business days to respond to
Landlord with it's decision regarding the Expansion Premises. If Tenant elects
to lease the Expansion Premises all of the terms and conditions of this Lease
Agreement shall apply, including the payment of Minimum Annual Rent and Annual
Operating Expenses which shall be immediately payable at the same rate per
square foot as on the existing Premises, and Tenant shall occupy the Expansion
Premises on a "As Is" basis. If Tenant does not respond within the three (3) day
period, Tenant shall have no further rights to the Expansion Premises and
Landlord shall be able to lease the Expansion Premises to a third party.

33. Parking. Tenant shall have exclusive use of sixty (60) non-handicapped
parking spaces in the front of the building. Landlord shall have the right to
designate parking spaces.

34. Subordination. Tenant's subordination under Section 19.(a) of this lease is
conditioned in the requirement that any mortgagee, notwithstanding the
foreclosure of it's mortgage, shall not disturb Tenant's use and occupancy of

the Premises as long as Tenant is not in default of hereunder.

R-1

EXHIBIT "B"

LEASE COMMENCEMENT CERTIFICATE

The undersigned, as duly authorized officers and/or representatives of
LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord') and
___________________________ ("Tenant"), hereby agree as follows with respect to
the Lease Agreement (the "Lease") between them for premises located at (the
"Premises"):

1. Date of Lease: _______________________, 19__

2. Commencement Date:__________________, 19__

3. Expiration Date:_______________________, 19__

4. Rent and operating expenses due on or before the Commencement Date for
the period from the Commencement Date until the first day of the next calendar
month (Not applicable if the Commencement Date is the first day of the calendar
month):

Apportioned Minimum Rent: $__________

Apportioned Operating Expenses: $__________

Florida Sales Tax: $__________

TOTAL: $__________

Thereafter regular monthly payments due in the following amounts until
adjusted in accordance with the Lease:

Monthly Rent Installment: $

Monthly Operating Payment: $

Florida Sales Tax: $

TOTAL MONTHLY PAYMENT: $

5. Tenant certifies that, as of the date hereof, (a) the Lease is in full
force and effect and has not been amended, (b) Tenant has no offsets or defenses
against any provision of the Lease and (c) Landlord has substantially completed

any improvements to be performed by Landlord in accordance with the Lease,
excepting the Punch List items set forth on the Schedule attached hereto and
initialed by Landlord and Tenant, if any.

IN WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound,
have executed this Certificate as of ______________, 19__.

LANDLORD:

LIBERTY PROPERTY LIMITED PARTNERSHIP

By: Liberty Property Trust, Sole General
Partner

By:
-----------------------------------------
Name:
Title:

TENANT:

--------------------------------------------

Witness/Attest:

By:
------------------------------ ------------------------------------------
Name:
Title:

EXHIBIT "C"

BUILDING RULES

1. As stated in the lease, Tenant shall not use the Premises as a "place of
public accommodation" as defined in the Americans with Disabilities Act of 1990,
which identifies the following categories into one or more of which a business
must fall to be a "place of public accommodation":

a. Places of lodging (examples: hotel, motel)

b. Establishments serving food or drink (examples: bar, restaurant)

c. Places of exhibition or entertainment (examples: motion picture
house, theater, stadium, concert hall)

d. Places of public gathering (examples: auditorium, convention
center, lecture hall)

e. Sales or rental establishments (examples: bakery, grocery store,
hardware store, shopping center)

f. Service establishments (examples: bank, Laundromat xxxxxx shop,
funeral parlor. hospital, gas station, business offices such as
lawyer, accountant, healthcare provider or insurance office)

g. Stations used for specified public transportation (examples: bus
terminal, depot)

h. Places of public display or collection (examples: museum,
library, gallery)

i. Places of recreation (examples: park. zoo, amusement park)

j. Places of education (examples: nursery, elementary, secondary,
private or other undergraduate or postgraduate school)

k. Social service center establishments (examples: day-care center,
senior citizen center, homeless shelter, food bank, adoption
agency)

l. Places of exercise or recreation (examples: gym, health spa,
bowling alley, golf course)

2. Any sidewalks, lobbies, passages and stairways shall not be obstructed
or used by Tenant for any purpose other than ingress and egress from and to the
Premises. Landlord shall in all cases retain the right to control or prevent
access by all persons whose presence, in the judgment, of Landlord, shall be
prejudicial to the safety, peace or character of the Property.

3. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other

service apparatus of any kind shall not be used for any purposes other than
those for which they were

C-1

installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or
injurious substances shall be placed therein or used in connection therewith or
left in any lobbies, passages, elevators or stairways.

4. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.
No person shall go on the roof without Landlord's permission.

5. 5. Skylights, windows, doors and transoms shall not be covered or
obstructed by Tenant, and Tenant shall not install any window covering which
would affect the exterior appearance of the Building, except as approved in
writing by Landlord. Tenant shall not remove, without Landlord! s prior written
consent, any shades, blinds or curtains in the Premises.

6. Without Landlord's prior written consent. Tenant shall not hang,
install, mount, suspend or attach anything from or to any sprinkler, plumbing,
utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches
anything from or to any doors, windows, walls, floors or ceilings, Tenant shall
sparkle and sand all holes and repair any damage caused thereby or by the
removal thereof at or prior to the expiration or termination of the lease. If
Tenant elects to sea] the floor, Tenant shall seal the entire unfinished floor
area within the Premises. If Tenant elects to paint all or any portion of the
Premises, Tenant, prior to the termination of the lease, shall restore all or
such portion(s) of the Premises to the painted or unpainted condition thereof as
of the Commencement Date.

7. Tenant shall not change any locks nor place additional locks upon any
doors and shall surrender all keys and passes at the end of the Term.

8. Tenant shall not use nor keep in the Building any matter having an
offensive odor, nor explosive or highly flammable material, nor shall any
animals other than seeing eye dogs in the company of their masters be brought
into or kept in or about the Premises.

9. If Tenant desires to introduce electrical, signaling, telegraphic,
telephonic, protective alarm or other wires, apparatus or devices, Landlord
shall direct where and how the same are to be placed, and except as so directed,
no installation boring or cutting shall be permitted. Landlord shall have the
right to prevent and to cut off the transmission of excessive or dangerous
current of electricity or annoyances into or through the Building or the
Premises and to require the changing of wiring connections or layout at Tenant's
expense, to the extent that Landlord may deem necessary, and further to require
compliance with such reasonable rules as Landlord may establish relating
thereto, and in the event of non-compliance with the requirements or rules,
Landlord shall have the right immediately to cut wiring or to do what it

considers necessary to remove the danger, annoyance or electrical interference
with apparatus in any part of the Building. All wires installed by Tenant must
be clearly tagged at the distributing boards and junction boxes and elsewhere
where required by Landlord, with the number of the office to which said wires
lead, and the purpose for which the wires respectively are used, together with
the name of the concern, if any, operating same.

10. Tenant shall not place weights anywhere beyond the safe carrying
capacity of the Building.

C-2

11. The use of rooms as sleeping quarters is strictly prohibited at all
times.

12. Tenant shall have the right, at Tenant's sole risk and responsibility,
to use its proportional share of the parking spaces at the Property as
reasonably determined by Landlord. Tenant shall comply with all parking
regulations promulgated by Landlord from time to time for the orderly use of the
vehicle parking areas, including without limitation the following:. Parking
shall be limited to automobiles, passenger or equivalent vans, motorcycles,
light four wheel pickup trucks and (in designated area ) bicycles. No vehicles
shall be left in the parking lot overnight. Parked vehicles shall not be used
for vending or any other business or other activity while parked in the parking
areas. Vehicles shall be parked only in striped parking spaces, except for
loading and unloading, which shall occur solely in zones marked for such
purpose, and be so conducted as to not unreasonably interfere with traffic flow
within the Property or with loading and unloading areas of other tenants.
Employee and tenant vehicles shall not be parked in spaces marked for visitor
parking or other specific use. All vehicles entering or parking in the parking
areas shall do so at owner's sole risk, and Landlord assumes no responsibility
for any damage, destruction, vandalism or theft. Tenant shall cooperate with
Landlord in any measures implemented by Landlord to control abuse of the parking
areas, including without limitation access control programs, tenant and guest
vehicle identification programs, and validated parking programs, provided that
no such validated parking program shall result in Tenant being charged for
spaces to which it has a right to free use under its lease. Each vehicle owner
shall promptly respond to any sounding vehicle alarm or horn, and failure to do
so may result in temporary or permanent exclusion of such vehicle from the
parking areas. Any vehicle which violates the parking regulations may be cited,
towed at the expense of the owner, temporarily or permanently excluded from the
parking areas, or subject to other lawful consequence.

13. If Landlord designates the Building as a non-smoking building and
provides outdoor smoking area(s), Tenant and its Agents shall not smoke in the
Building.

14. If at Tenant's request, Landlord consents to Tenant having a dumpster
at the Property, Tenant shall locate the dumpster in the area designated by
Landlord and shall keep and maintain the dumpster clean and painted with lids

and doors in good working order and, at Landlords request, locked.

15. Tenant shall provide Landlord with a written identification of any
vendors engaged by Tenant to perform services for Tenant at the Premises
(examples: cleaners, security guards/monitors, trash haulers, telecommunications
installers/maintenance).

16. Tenant shall cause all of Tenant's Agents to comply with these Building
Rules.

17. Landlord reserves the right to rescind, suspend or modify any rules or
regulations and to make such other rules and regulations as, in Landlord's
reasonable judgment, may from time to time be needed for the safety, care,
maintenance, operation and cleanliness of the Property. Notice of any action by
Landlord referred to in this paragraph, given to Tenant, shall have the same
force and effect as if originally made a part of the foregoing lease. New rules
or regulations will not, however, be unreasonably i inconsistent with the proper
and rightful enjoyment of the Premises by Tenant under the lease.

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18. These Building Rules are not intended to give Tenant any rights or
claims in the event that Landlord does not enforce any of them against any other
tenants or if Landlord does not have the right to enforce them against any other
tenants and such nonenforcement will not constitute a waiver as to Tenant.

19. Tenant shall be deemed to have read these Building Rules and to have
agreed to abide by them as a condition to Tenant's occupancy of the Premises.

C-4

EXHIBIT "D"

TENANT ESTOPPEL CERTIFICATE

Please refer to the documents described in Schedule I hereto, (the "`Lease
Documents") including the "Lease" therein described-, all defined terms in this
Certificate shall have the same meanings as set forth in the Lease unless
otherwise expressly set forth herein.. The undersigned Tenant hereby certifies
that it is the tenant under the Lease. Tenant hereby further acknowledges that
it has been advised that the Lease may be collaterally assigned in connection
with a proposed financing secured by the Property and/or may be assigned in
connection with a sale of the Property and certifies both to Landlord and to any
and all prospective mortgagees and purchasers of the Property, including any
trustee on behalf of any holders of notes or other similar instruments, any
holders from time to time of such notes or other instruments, and their
respective successors and assigns (the "Mortgagees") that as of the date hereof.

1. The information set forth in attached Schedule I is true and correct.

2. Tenant is in occupancy of the Premises and the Lease is in full force
and effect, and, except by such writings as are identified on Schedule 1, has
not been modified, assigned, supplemented or amended since its original
execution, nor are there any other agreements between Landlord and Tenant
concerning the Premises, whether oral or written.

3. All conditions and agreements under the Lease to be satisfied or
performed by Landlord have been satisfied and performed.

4. Tenant is not in default under the Lease Documents, Tenant has not
received any notice of default under the Lease Documents, and, to Tenant's
knowledge, there are no events which have occurred that, with the giving of
notice and/or the passage of time, would result in a default by Tenant under the
Lease Documents.

5. Tenant has not paid any Rent due under the Lease more than 30 days in
advance of the date due under the Lease -and Tenant has no rights of setoff,
counterclaim, concession or other rights of diminution of any Rent due and
payable under the Lease except as set forth in Schedule 1.

6. To Tenant's knowledge, there are no uncured defaults on the part of
Landlord under the Lease Documents, Tenant has not sent any notice of default
under the Lease Documents to Landlord, and there are no events which have
occurred that, with the giving of notice and/or the passage of time, would
result in a default by Landlord thereunder, and that at the present time Tenant
has no claim against Landlord under the Lease Documents.

7. Except as expressly set forth in Part G of Schedule 1, there are no
provisions for any, and Tenant has no, options with respect to the Premises or
all or any portion of the Property.

8. Except as set forth on Part M of Schedule 1, no action, voluntary or
involuntary, is pending against Tenant under federal or state bankruptcy or

insolvency law.

9. The undersigned has the authority to execute and deliver this
Certificate on behalf

D-1

of Tenant and acknowledges that all Mortgagees will rely upon this Certificate
in purchasing the Property or extending credit to Landlord or its successors in
interest.

10. This Certificate shall be binding upon the successors, assigns and
representatives of Tenant and any party claiming through or under Tenant and
shall inure to the benefit of all Mortgagees.

IN WITNESS WHEREOF, Tenant has executed this Certificate this ___ day of
______, 19____.

-----------------------------------
Name of Tenant

By:
--------------------------------

Title:
-----------------------------

D-2

SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE

Lease Documents, Lease Terms and Current Status

A. Date of Lease:

B. Parties:

1. Landlord:

2. Tenant d/b/a:

C. Premises known as:

D. Modifications, Assignments, Supplements or Amendments to Lease:

E. Commencement Date:

F. Expiration of Current Term:

G. Options:

H. Security Deposit Paid to Landlord: $

I. Current Fixed Minimum Rent (Annualized): $

J. Current Additional Rent (and if applicable, Percentage Rent)
(Annualized): $

K. Current Total Rent: $

L. Square Feet Demised:

M. Tenant's Bankruptcy or other Insolvency Actions:

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EXHIBIT 10.6 AGREEMENT OF LEASE

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